SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14D-9
Solicitation/Recommendation Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. ___________)
Rainforest Cafe, Inc.
- -----------------------------------------------------
(Name of Subject Company)
State of Wisconsin Investment Board
- -----------------------------------------------------
(Names of Persons Filing Statement)
Common Stock, No Par Value
- -----------------------------------------------------
(Title of Class of Securities)
75086K104
- -----------------------------------------------------
(CUSIP Number of Class of Securities)
Cynthia L. Richson
State of Wisconsin Investment Board
121 East Wilson Street
Madison, Wisconsin 53703
(608) 267-0882
- -----------------------------------------------------
(Name, address and telephone numbers of person
authorized to receive notice and communications
on behalf of the persons filing statement)
With copies to:
Scott A. Moehrke
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(414) 273-3500
[X] Check the box if the filing relates solely to
preliminary communications made before the commencement
of a tender offer.
STATE OF WISCONSIN INVESTMENT BOARD
For Immediate Release Telephone: 608-266-2381
9/26/00
Contact: John Nelson 608-266-7232
SWIB to Oppose Rainforest Merger Offer
- --------------------------------------------------------
The State of Wisconsin Investment Board (SWIB) has
announced that it will oppose the proposed merger of
Rainforest Cafe with Landry's Seafood Restaurants. "We
own over 13% of the stock in Rainforest Cafe's stock
and think that the price being offered is an outrage to
shareholders," said John Nelson, Small Company Stock
Portfolio Investment Director of SWIB. "Shareholders
defeated a proposal by Landry's to buyout Rainforest at
$5.23 per share in April of this year due to it being
an inadequate offer. It seems unreasonable for
Landry's to come back five months later with a
substantially lower offer to acquire Rainforest, and
then expect shareholders to go along with it because
its a premium off a lower stock price in the market.
SWIB had estimated in early 2000 that a `fair'
valuation of the stock was $9 per share or better.
SWIB is in the process of considering its options to
determine the best course of action to take against
this insulting transaction, including a shareholder
solicitation, exercise of dissenters valuation rights,
and/or legal action."
-30-
Rainforest Cafe shareholders are advised to read the
tender offer statement regarding the acquisition of
Rainforest Cafe which will be filed by Landry's with
the U.S. Securities and Exchange Commission and the
related solicitation recommendation statement which
will be filed by Rainforest Cafe with the Commission.
The tender offer statement (including an offer to
purchase, letter of transmittal and related tender
offer documents) and the solicitation/ recommendation
statement will contain important information which
should be read carefully before any decision is made
with respect to the offer. These documents will be
available at no charge at the SEC's website at
www.sec.gov and may also be obtained from Landry's by
directing such request to: Landry's Seafood
Restaurants, Inc., 1400 Post Oak Blvd., Suite 1010,
Houston, Texas 77056, Attention: Investor Relations,
telephone 713/850-1010,
e-mail: Pwest@ldry.com.