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Filed by Rainforest Cafe, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Rainforest Cafe, Inc.
Commission File No. 0-27366
This release contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act, and Section 21 E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), which are intended to be covered
by the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, changes in restaurant sales and development plans, changes in costs
of food, labor, development and employee benefits, conditions beyond the
Company's control such as weather or natural disasters, as well as general
market conditions, competition, pricing, employee turnover, and the timing of
opening of new restaurants. In addition, there is no assurance that the proposed
acquisition will actually be consummated, and if consummated, whether management
will be able to smoothly integrate operations and business, or whether store
sales declines of Rainforest can be mitigated to maintain existing business and
achieve reasonable financial results. Although the Rainforest Cafe believes that
the assumptions underlying the forward-looking statements contained herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the forward-looking statements included in this report will
prove to be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved. The Company does
not expect to update forward-looking statements continually as conditions
change.
For a further list and description of such risks and uncertainties that could
cause actual results to differ materially from such forward-looking statements,
see the reports filed by Rainforest Cafe with the SEC including the discussion
in Rainforest Cafe's Form 10-K for the year ended January 3, 1999 under the
section "Certain Factors", the reports filed by Landry's Seafood with the SEC
including the Landry's Seafood Form 10-K for the year ended December 31, 1998
and all other reports filed with the SEC by the companies, generally.
Investors and security holders are advised to read the registration statement
and proxy statement/prospectus filed by Landry's Seafood and Rainforest Cafe
with the SEC regarding the business combination transaction referenced in the
foregoing information when it becomes available because it will contain
important information. Additionally, a detailed list of names, affiliations and
interests of participants in the solicitation can be found in the proxy
statement/prospectus, when available. Investors and security holders may obtain
a free copy of the registration statement and proxy statement/prospectus (when
available) and other documents filed by Landry's Seafood and Rainforest Cafe at
the SEC's web site at: www.sec.gov. The registration statement and proxy
statement/prospectus and such other documents may also be obtained from
Rainforest Cafe by directing such request to Rainforest Cafe, Inc., Attn:
Kenneth Brimmer, 720 South Fifth Street, Hopkins, Minnesota 55343.
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THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY RAINFOREST ON FEBRUARY 9,
2000 :
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RAINFOREST CAFE, INC. A Wild Place to Shop and Eat(R)
720 South Fifth Street Hopkins, MN 55343
For Further Information Contact:
Kenneth Brimmer
President
www.rainforestcafe.com 612-945-5400
NASDAQ: RAIN
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RAINFOREST CAFE ANNOUNCES ACQUISITION AGREEMENT
WITH LANDRY'S SEAFOOD RESTAURANTS, INC.
(MINNEAPOLIS, MINNESOTA -- FEBRUARY 9, 2000) RAINFOREST CAFE, INC. (NASDAQ:
RAIN) RAINFOREST CAFE, A WILD PLACE TO SHOP AND EAT(R), today announced the
signing of a definitive merger agreement to be acquired by Landry's Seafood
Restaurants, Inc. ("LNY"/NYSE), for approximately $125 million to be paid by
Landry's in a combination of common stock (65%) and cash (35%)(based on an
assumed value of $9.00 per share of Landry's common stock). The transaction has
an initial value of $125 million, or $5.23 per Rainforest share (based on an
assumed value of $9.00 per share of Landry's common stock) or a current value of
approximately $5.54 per Rainforest share based upon today's closing price of
Landry's. However, the transaction value to the Rainforest shareholder will
increase or decrease depending upon changes in Landry's stock price.
Landry's is the second largest and fastest growing casual-dining seafood
restaurant chain in the Unites States. With over 150 restaurants in 30 states,
Landry's has been one of the preeminent restaurant growth stocks since becoming
a public company in 1993. The Company plans to open 15 to 16 new restaurants in
2000. Landry's operates its seafood restaurants under several brand names,
including the industry leading Joe's Crab Shack restaurant, Landry's Seafood
House division and the Crab House restaurants. Landry's also is the developer
and operator of the Kemah Boardwalk in Houston, Texas. This project is a 40-acre
development, largely owned in fee simple by Landry's, that includes eight
Landry's restaurants, an upscale hotel, multiple retail shops, amusement
attractions, plazas, fountains, and a 450-slip marina. The entire project and
its businesses are owned and operated by Landry's.
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Mr. Lyle Berman, Chairman of Rainforest Cafe, said "I have personally known the
Landry's management team since we started the Rainforest Cafe concept. Through
our business dealings over the years, and from watching the growth of the
Landry's chain of restaurants, I have developed the utmost respect for Tilman J.
Fertitta as a restaurant operator, businessman and as the leader of a public
company. As a result of my faith in his leadership and others in his
organization, I am confident this is the team to take Rainforest Cafe to the
next level."
Upon the merger of Landry's and Rainforest, there will be no changes in the
executive officers or directors of Landry's and the company will have over
22,000 employees in 30 states. The combined companies expect to achieve in 2000
combined revenues of approximately $750 million on a pro forma full year basis
and EBITDA of nearly $90 million. Landry's management expects the merger to
close by May 1, 2000, and to be accretive to 2000 earnings by up to $0.05 per
share.
Under the terms of the merger agreement, Rainforest Cafe will be merged with a
subsidiary of Landry's, thereby becoming a wholly-owned subsidiary of Landry's.
The purchase method of accounting will be used for the merger. In the merger,
each share of Rainforest stock will be converted, at the shareholder's election,
into the right to receive $5.23 in cash, or .5816 shares of Landry's common
stock for each Rainforest common share outstanding, subject to mandatory
proration, so that as a result of the transaction, 65% of Rainforest shares will
be converted into Landry's stock and the remaining 35% into cash. Landry's will
issue approximately 9,028,000 common shares and pay $43,750,000 in cash for all
of the outstanding stock of Rainforest.
In connection with the merger, Lyle Berman and Steven Schussler, major
shareholders of Rainforest holding 7.8% and 2.8% of Rainforest's outstanding
shares, respectively, have entered into agreements with Landry's to, among other
things, vote their shares in favor of the transaction. Lyle Berman, Kenneth W.
Brimmer, Steven W. Schussler and Ercument Ucan, the Chairman of the Board/Chief
Executive Officer, President, Senior Vice President -- Development, and Senior
Vice President -- Retail, of Rainforest, respectively, have entered into
employee termination, consulting and non-competition agreements with Landry's.
The transaction is subject to customary conditions including, among others,
approval of Rainforest's shareholders and regulatory approvals and consents.
RAINFOREST CAFE, Inc. develops, owns and operates combination restaurant/retail
facilities offering a stimulating and entertaining rain forest theme providing
visitors with "A Wild Place to Shop and Eat(R)". There are currently 38
RAINFOREST CAFE(R) units open including 28 domestic locations and 10
international units. RAINFOREST CAFE, Inc. common shares are traded on the
NASDAQ National Market under the symbol RAIN.
