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. 2)
Rainforest Cafe, Inc.
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(Name of Subject Company)
State of Wisconsin Investment Board
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(Names of Persons Filing Statement)
Common Stock, No Par Value
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(Title of Class of Securities)
75086K104
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(CUSIP Number of Class of Securities)
Cynthia L. Richson
State of Wisconsin Investment Board
121 East Wilson Street
Madison, Wisconsin 53703
(608) 267-0882
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(Name, address and telephone numbers of person
authorized to receive notice and communications
on behalf of the persons filing statement)
With copies to:
Larry D. Lieberman
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.
ITEMS 1. - 8.
Incorporated by reference to SWIB's Schedule 14D-9
filed with the SEC on October 3, 2000.
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 (incorporated
by reference to SWIB's Schedule 14D-9 filed
with the SEC on October 3, 2000)
a.3 Letter to Shareholders dated October 5, 2000
(incorporated by reference to Amendment No. 1
to SWIB's Schedule 14D-9 filed with the SEC on
October 6, 2000)
a.4 Press Release dated October 18, 2000.
a.5 Letter to Shareholders dated October 18, 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
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Name: Joseph E. Gorman
Title: Chief Investment Officer-Equities
Dated: October 18, 2000