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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule 14D-9/A
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 1)
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Rainforest Cafe, Inc.
(Name of Subject Company)
Rainforest Cafe, Inc.
(Name of Person Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
75086K104
(CUSIP Number of Class of Securities)
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Stephen Cohen
General Counsel
Rainforest Cafe, Inc.
720 South Fifth Street
Hopkins, Minnesota 55343
Telephone: 612-945-5400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
Copy To:
Douglas T. Holod
Jill Schlick
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
Telephone: 612-672-8200
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 1 to the Solicitation/Recommendation Statement on
Schedule 14D-9 relates to the tender offer by LSR Acquisition Corp., a Delaware
corporation (the "Purchaser"), and a wholly owned subsidiary of Landry's Seafood
Restaurants, Inc., a Delaware corporation, to purchase all outstanding shares of
Common Stock of Rainforest Cafe, Inc. (the "Company"), and any associated
rights, at the purchase price of $3.25 per share, net to the tendering
stockholder in cash, without interest, upon the terms and subject to the
conditions set forth in Purchaser's Offer to Purchase, dated September 29, 2000,
and in the related Letter of Transmittal (which, as they may be amended from
time to time, constitute the "Offer").
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby amended and supplemented by inserting the following
paragraph as the second paragraph of that item.
On October 4, 2000, the Company issued a press release responding to
the request of the State of Wisconsin Investment Board ("SWIB") to amend the
Rights Agreement, by and between the Company and Norwest Bank Minnesota, N.A.,
dated May 23, 2000, as amended by Amendment No. 1 to Rights Agreement, dated as
of September 26, 2000. The Company stated that it will amend the Rights
Agreement to allow shareholders to vote on a formal offer from SWIB or any other
party if the Company Board of Directors believes such offer is superior to the
Offer made by Purchaser. The Company noted that the Rights Agreement does not
prevent SWIB or any other party from making a superior offer, but absent such an
offer, the Company Board of Directors does not believe it would be fair to
shareholders to amend the Rights Agreement, thus allowing SWIB or any other
party to purchase enough shares to prevent other shareholders from participating
in the Offer from Purchaser. A copy of the press release with respect to the
foregoing is attached hereto as Exhibit (e)(8) and incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following exhibit.
Exhibit No. Description
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(e)(8) Press release issued by the Company on October 4, 2000.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
RAINFOREST CAFE, INC.
By: /s/ Stephen Cohen
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Name: Stephen Cohen
Title: General Counsel
Dated: October 5, 2000
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