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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. 3)
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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. 3 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 together, as they may be
amended, constitute the "Offer").
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby amended and supplemented by inserting the following
paragraph as the final paragraph of that item.
On October 18, 2000, the Company mailed to its shareholders a letter
addressing the State of Wisconsin Investment Board's comments related to the
Offer. A copy of the foregoing letter is attached hereto as Exhibit(e)(10).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following exhibit.
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EXHIBIT
NO. DESCRIPTION
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<C> <S>
(e)(10) -- Letter to shareholders dated October 18, 2000.*
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* Mailed to shareholders.
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 18, 2000
