State of Wisconsin Investment Board
Mailing Address 121 East Wilson St.
P.O. Box 7842 Madison, WI 53702
Madison, WI 53707-7842 (608) 266-2381
FAX: (608) 266-2436
[The attachment has important information to review in connection with
this recommendation.]
October 6, 2000
BEFORE YOU TENDER YOUR RAINFOREST SHARES TO LANDRYS
STOP
The State of Wisconsin Investment Board (SWIB) owns
over 14% of Rainforest Cafe's common stock. We believe
Rainforest stock is worth substantially more than the
$3.25 Landrys' tender offer price. SWIB has asked the
Rainforest Board to redeem or amend its poison pill
(anti-takeover plan) to permit SWIB and other existing
shareholders to take collective action. SWIB is
concerned that the Landrys merger agreement and
Rainforest's May 2000 poison pill might be interpreted
to effectively preclude current shareholders from
taking action to protect their rights.
LOOK
After the Landrys' offer was withdrawn in April, SWIB
had talks with Rainforest. As recently as September,
we understood they would call a shareholder meeting and
add experienced, independent directors. We now know
they were discussing the Landrys' transaction in June!
Landrys' offer is not scheduled to expire until Friday,
October 27, 2000. However, we believe shareholders
will effectively lose the ability to use their rights
once a majority of shares have been tendered.
Shareholders are stronger if we stand together. Read
the tender offer description of change of control,
consulting and non-competition agreements and option
payouts for the company's executive officers. Remember
that Rainforest hasn't called an annual shareholder
meeting in over 16 months. What does that say about
their concern for shareholders?
LISTEN
SWIB is considering several specific steps to increase
the value of Rainforest shares, and we are meeting with
the company. Before you make a decision on tendering
your shares to Landrys, we hope you will listen for
developments and take all information into
consideration.
SWIB DOES NOT PLAN TO TENDER ITS SHARES AT THIS PRICE
John Nelson, Investment Director for Small Company Stocks
Contact: Garland Associates, Inc., Proxy Solicitors, 212-866-0095
[Information on SWIB & its recommendation is on the
attached Schedule and also filed at the SEC.]
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
Check the box if the filing relates solely to
preliminary communications made before the commencement
of a tender offer.
ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is Rainforest
Cafe, Inc., a Minnesota corporation ("Rainforest").
The address of the principal executive offices of
Rainforest is 720 South Fifth Street, Hopkins,
Minnesota 55343. The telephone number of Rainforest at
its principal executive offices is 612-945-5400.
The title of the class of equity securities to
which this Solicitation/Recommendation Statement on
Schedule 14D-9 (this "Statement") relates is the Common
Stock, no par value, of Rainforest and associated
preferred share purchase rights issued pursuant to the
Rights Agreement by and between Rainforest and Norwest
Bank Minnesota, N.A., dated as of May 23, 2000, as
amended by Amendment No. 1 to Rights Agreement, dated
as of September 26, 2000 (Common Stock together with
such associated rights are referred to as the
"Shares"). As of September 26, 2000, there were
22,812,470 Shares issued and outstanding according to
the Schedule 14D-9 filed by Rainforest on September 29,
2000.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
The filing person is State of Wisconsin Investment
Board ("SWIB"). SWIB's address is 121 East Wilson
Street, Madison, Wisconsin 53702 and its telephone
number is 608-266-2381.
This Statement relates to the tender offer by LSR
Acquisition Corp., a Delaware corporation
("Purchaser"), and a wholly owned subsidiary of
Landry's Seafood Restaurants, Inc., a Delaware
corporation ("Landry's") to purchase all outstanding
Shares at the purchase price of $3.25 per Share (the
"Offer Price"), 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"), each of
which is being mailed to stockholders of Rainforest and
is filed as an exhibit to the Tender Offer Statement on
Schedule TO of Purchaser filed with the Securities and
Exchange Commission (the "SEC") on September 29, 2000.
The Offer is being made pursuant to an Agreement and
Plan of Merger, dated as of September 26, 2000 (the
"Merger Agreement"), by and among Rainforest, Landry's
and the Purchaser.
The principal offices of Purchaser and Landry's
are located at 1400 Post Oak Boulevard, Suite 1010,
Houston, Texas 77056.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Not Applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) Solicitation or Recommendation. SWIB is
advising holders of the Shares to reject the Offer
and/or to hold off tending Shares initially. SWIB has
published a press release recommending that
stockholders reject the Offer as inadequate. SWIB has
also sent a letter to the Rainforest Board of Directors
requesting a variety of actions and expressing its
views with respect to the Offer. SWIB may send
communications to other stockholders recommending
against tendering in the Offer.
(b) Reasons. SWIB believes that Rainforest is
worth substantially more than the Offer Price. SWIB
and other shareholders defeated an offer by Landry's to
purchase Rainforest in April 2000 at a valuation of
approximately $5.23 per share. Despite shareholder
rejection of the earlier offer, Rainforest pursued this
second transaction with Landry's at a significantly
lower price. SWIB believes that by continuing to
pursue a sale of Rainforest to Landry's, the Rainforest
Board of Directors has not upheld its fiduciary duties
to shareholders. Moreover, the Rainforest Rights
Agreement and the Merger Agreement allow Landry's to
proceed with the Offer but prohibit SWIB and other
shareholders from taking collective action which SWIB
believes may benefit Rainforest shareholders.
(c) Intent to Tender. SWIB does not intend to
tender any of the Shares it owns of record or
beneficially to the Purchaser.
ITEM 5. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not Applicable.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Securities Transactions during Past 60 Days.
(1) 1. SWIB
2. August 1, 2000
3. 2,500 shares
4. $2.25 per share
5. Normal buy on Nasdaq brokered through Instinet
(2) 1. SWIB
2. August 1, 2000
3. 15,000 shares
4. $2.25 per share
5. Normal buy on Nasdaq brokered through Herzog
(3) 1. SWIB
2. August 3, 2000
3. 125,000 shares
4. $2.1875 per share
5. Normal buy on Nasdaq brokered through Spear Leads
(4) 1. SWIB
2. August 14, 2000
3. 20,000 shares
4. $2.00 per share
5. Normal buy on Nasdaq brokered through Knight Inc.
(5) 1. SWIB
2. September 29, 2000
3. 105,000 shares
4. $3.0548 per share
5. Normal buy on Nasdaq brokered through Instinet
(6) 1. SWIB
2. September 29, 2000
3. 95,000 shares
4. $3.0625 per share
5. Normal buy on Nasdaq brokered through Knight Inc.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Not Applicable.
ITEM 8. ADDITIONAL INFORMATION.
Not Applicable.
ITEM 9. EXHIBITS.
The following exhibits are filed with this
Statement:
Exhibit
No. Description
a.1 Press Release dated September 26, 2000 (incorporated by
reference to SWIB's Preliminary Schedule 14D-9 filed with
the SEC on October 2, 2000)
a.2 Press Release dated October 3, 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.
STATE OF WISCONSIN
INVESTMENT BOARD
By: /s/ Joseph E. Gorman
------------------------
Name: Joseph E. Gorman
Title: Chief Investment Officer-Equities
Dated: October 3, 2000