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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 31, 2000
RAINFOREST CAFE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 000-27366 41-1779527
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
720 SOUTH FIFTH STREET
HOPKINS, MINNESOTA 55343
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 945-5400
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
The Registrant's Press Releases each dated March 30, 2000, which are
filed as Exhibits 99.1 and 99.2, respectively to this Form 8-K are incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(1) Financial Statements of Business Acquired.
Not required.
(2) Pro Forma Financial Information.
Not required.
(c) Exhibits
99.1 Press Release of Rainforest Cafe, Inc. dated March 30, 2000.
99.2 Press Release of Rainforest Cafe, Inc. dated March 30, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RAINFOREST CAFE, INC.
(Registrant)
Date: March 31, 2000 By: /s/ Kenneth W. Brimmer
--------------------------------
Name: Kenneth W. Brimmer
Title: President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release of Rainforest Cafe, Inc. dated March 30, 2000.
99.2 Press Release of Rainforest Cafe, Inc. dated March 30, 2000.
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EXHIBIT 99.1
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RAINFOREST CAFE, INC. A Wild Place to Shop and Eat
720 South Fifth Street Hopkins, MN 55343
For Further Information Contact:
Rainforest Cafe, Minneapolis
Connie Carrino
Director of Corporate Communications
612-945-5400
www.rainforestcafe.com
NASDAQ: RAIN
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RAINFOREST CAFE RECEIVES CLASS ACTION COMPLAINT
(MINNEAPOLIS, MINNESOTA - MARCH 30, 2000) RAINFOREST CAFE, INC. (NASDAQ: RAIN)
RAINFOREST CAFE, A WILD PLACE TO SHOP AND EAT(R), announced today that it has
received a complaint in a class action lawsuit filed on March 27, 2000 in
Minnesota District Court. The complaint was filed by the Heartland Group, Inc.,
a financial institution that purportedly owns shares of Rainforest's common
stock, on behalf of itself and others similarly situated. The plaintiffs allege,
among other things, that the Rainforest board of directors breached their
fiduciary duties to shareholders in connection with their consideration of the
planned merger with Landry's Seafood Restaurants, Inc. and the consideration of
the merger involved conflicts of interest for the Rainforest board.
The company denies these allegations and intends to vigorously defend itself in
this action.
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.
This news release (as well as information included in oral statements or other
written statements made or to be made by the Company) may contain
forward-looking statements, such as statements relating to future expansion,
that involve risks and uncertainties relating to future events. Actual events or
the Company's result may differ materially from the results discussed in the
forward-looking statements. The Company does not expect to update
forward-looking statements continually as conditions change. These risks and
uncertainties include, but are not limited to, those relating to the merger with
Landry's Seafood Restaurants, Inc., the results of shareholder litigation,
competition, fluctuations and changes in consumer preferences and attitudes,
intellectual property protection, development and construction activities.
Investors are referred to the full discussion of risks and uncertainties
associated with forward-looking statements contained in the Company's Form 10-K
filed with the Securities and Exchange Commission for the fiscal year ended
January 2, 2000.
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EXHIBIT 99.2
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RAINFOREST CAFE, INC. A Wild Place to Shop and Eat
720 South Fifth Street Hopkins, MN 55343
For Further Information Contact:
Rainforest Cafe, Inc., Minneapolis
Robert Hahn
Chief Financial Officer
612-945-5400
www.rainforestcafe.com
NASDAQ: RAIN
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RAINFOREST CAFE EXPECTS TO REPORT FIRST QUARTER LOSS
MINNEAPOLIS--(BUSINESS WIRE)--March 30, 2000--Rainforest Cafe Inc., "A Wild
Place To Shop And Eat(R)"(Nasdaq:RAIN - news) today announced that, based
on preliminary analysis of its operations, it expects to report first quarter
domestic sales in the range of $60 to $62 million and a net loss in the range of
$500,000 to $1 million or a $.03 to $.04 loss per share. Commenting on
preliminary first quarter results, Rainforest Cafe President Kenneth Brimmer
noted that "these results underscore the importance of our proposed merger with
Landry's, wherein our goals include achieving substantial synergies of efforts
and cost savings, giving Rainforest Cafe shareholders the opportunity to
participate in the potential growth of the combined company after the merger."
As previously announced, Rainforest Cafe has entered into a definitive Merger
Agreement with Landry's Seafood Restaurants, Inc. (NYSE:LNY - news). The company
anticipates that the merger will close in April, assuming the requisite
shareholder vote has been obtained and all other conditions have been satisfied,
and has scheduled a special meeting of shareholders for April 18, 2000. For a
complete discussion of the merger, investors are urged to consult the proxy
statement/prospectus, as filed with the Securities and Exchange Commission,
dated March 14, 2000.
The company also reported domestic net sales of $15.5 million and $18.5 million
for the four-week periods ended January 30, 2000 and February 27, 2000,
respectively. Comparable store sales for the sixteen units open for at least 18
months decreased 9.8% and 11.6% for the four weeks ended January 30, 2000 and
February 27, 2000, respectively, compared to the same four-week periods in
fiscal 1999. Restaurant comparable store sales decreased 10.1% and 7.0% in
January and February, respectively, while retail comparable store sales
decreased 8.6% and 25.8%. The decrease in retail comparable store sales in
February was due primarily to a decrease in Beanie Baby sales. February 2000
Beanie Baby sales were approximately $150,000, compared to $1,025,000 for the
same period in 1999. Retail comparable store sales without Beanie Babies
decreased 2.0% and 9.5% in January and February, respectively. The company also
notes
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that March 1999 Beanie Baby sales were approximately $1.7 million, which
represented the highest monthly sales for Beanie Babies in 1999.
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.
This news release (as well as information included in oral statements made or to
be made by the Company) may contain forward-looking statements that involve
risks and uncertainties relating to future events. Actual events or the
Company's results may differ materially from those discussed in any such
forward-looking statements. The Company does not expect to update
forward-looking statements continually as conditions change. These risks and
uncertainties include, but are not limited to, those relating to the merger with
Landry's Seafood Restaurants, Inc. Statements regarding estimated results are
preliminary and based on partial information and management assumptions. The
Company plans to announce its complete first quarter results on or about April
27, 2000. The information in this release including information regarding
expected revenues, net income and net income per share is forward looking and
preliminary. Actual results for the quarter may differ depending upon a number
of factors including, but to limited to, accounting adjustments, competition,
fluctuations and changes in consumer preferences and attitudes, intellectual
property protection, development and construction activities, and results of
shareholder litigation. Investors are referred to the full discussion of risks
and uncertainties associated with forward-looking statements contained in the
Company's Form 10K filed with the Securities and Exchange Commission for the
fiscal year ended January 2, 2000.
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