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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
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Rainforest Cafe, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
75086K104
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(CUSIP Number)
Judith A. Manion, One Mellon Bank Center, Pittsburgh, PA 15228 (412) 236-1985
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 19, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f), 13d-1(g) check the
following box [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 75086K104
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13D
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
State of Wisconsin Investment Board
39-6006423
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)_____
Not Applicable (b)_____
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 Source Of Funds*
OO
________________________________________________________________________________
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) Or 2(e): |_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Madison, Wisconsin
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,600,000
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY Not Applicable
EACH
REPORTING _________________________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,600,000
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
Not Applicable
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,000 See Item 5
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * Not Applicable
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.17% See Item 5
________________________________________________________________________________
14 TYPE OF REPORTING PERSON *
EP (Public Pension Fund)
________________________________________________________________________________
* SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
(a) Rainforest Cafe Inc.
(b) 720 S. Fifth Street, Hopkins MN 55343
ITEM 2. IDENTITY AND BACKGROUND
(a) State of Wisconsin Investment Board
(b) P.O. Box 7842
Madison, WI 53707
(c) Wisconsin State Agency
(d) None of the Reporting Persons has been convicted in a criminal
proceeding in the past five years (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, none of the Reporting Persons was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
THIS STATEMENT IS FILED PURSUANT TO 13d-1(a) OR 13d-2(a) AND THE STATE
OF WISCONSIN INVESTMENT BOARD IS A GOVERNMENT AGENCY WHICH MANAGES
PUBLIC PENSION FUNDS SUBJECT TO PROVISIONS COMPARABLE TO ERISA.
The State of Wisconsin Investment Board ("SWIB") is the beneficial
owner of 2,600,000 shares of Common Stock. The aggregate purchase price
of such shares was $14,180,668.68 and was paid out of Wisconsin
Retirement System ("WRS") public pension trust funds managed by SWIB.
ITEM 4. PURPOSE OF TRANSACTION
SWIB is conducting a shareholder solicitation challenging the proposed
merger between Rainforest Cafe, Inc. and Landry's Seafood Restaurant.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) See cover page
(b) See cover page
(c) Transactions completed within the last 60 days:
(1) 1. SWIB
2. March 28, 2000
3. 24,007 shares
4. $3.9375 per share
5. Normal buy on NASDAQ brokered through Herzog Heine Gould.
6. This purchase transaction was made in error and was
reversed without profit on March 30, 2000.
(2) 1. SWIB
2. March 28, 2000
3. 5,993 shares
4. $3.9375 per share
5. Normal buy on NASDAQ brokered through Herzog Heine Gould.
6. This purchase transaction was made in error and was
reversed without profit on March 30, 2000.
(3) 1. SWIB
2. March 28, 2000
3. 38,651 shares
4. $3.9183 per share
5. Normal buy on NASDAQ brokered through Instinet.
6. This purchase transaction was made in error and was
reversed without profit on March 30, 2000.
(4) 1. SWIB
2. March 28, 2000
3. 9,649 shares
4. $3.9183 per share
5. Normal buy on NASDAQ brokered through Instinet.
6. This purchase transaction was made in error and was
reversed without profit on March 30, 2000.
(5) 1. SWIB
2. March 30, 2000
3. 15,043 shares
4. $3.57103 per share
5. Normal sale on NASDAQ brokered through Paine Webber.
(6) 1. SWIB
2. March 30, 2000
3. 60,257 shares
4. $3.57103 per share
5. Normal sale on NASDAQ brokered through Paine Webber.
(7) 1. SWIB
2. March 30, 2000
3. 599 shares
4. $3.7688 per share
5. Normal sale on NASDAQ brokered through Instinet.
(8) 1. SWIB
2. March 30, 2000
3. 2,401 shares
4. $3.7688 per share
5. Normal sale on NASDAQ brokered through Instinet.
(d) Not applicable
(e) Not applicable
ITEM 6. NOT APPLICABLE
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1: Solicitation Letter
Exhibit 2: Press Release
SIGNATURE
After reasonable inquiry to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
April 20, 2000
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Date
/S/ George Natzke
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Signature
George Natzke, Chief Financial Officer
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Name/Title
<PAGE> 4
Exhibit 1
STATE OF WISCONSIN INVESTMENT BOARD
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[LOGO]
MAILING ADDRESS 121 EAST WILSON ST
PO BOX 7842 MADISON, WI 53702
MADISON, WI 53707-7842 (608) 266-2381
FAX: (608) 266-2436
April 18, 2000
SWIB URGES RAINFOREST SHAREHOLDERS TO CONTINUE REJECTING
LANDRY'S UNDERPRICED MERGER OFFER!
We are writing once again to urge you to VOTE AGAINST PROPOSALS #1 AND 2, at
Rainforest Cafe's Special Meeting of shareholders. We are the State of Wisconsin
Investment Board ("SWIB") and we own 2,600,000 shares or approximately 11.02% of
Rainforest's stock. Management has postponed the original meeting scheduled for
April 18, 2000 until Friday, April 28, 2000. Management is seeking shareholder
approval for the merger of Rainforest with Landry's Seafood Restaurants
("Landry's"). The Landry's merger is a great deal for Landry's and certain
Rainforest board members but is TOTALLY INADEQUATE FOR RAINFOREST SHAREHOLDERS!
MANAGEMENT DOESN'T HAVE THE VOTES...
BECAUSE SHAREHOLDERS DON'T WANT THE DEAL!
Rainforest announced postponement of the April 18th shareholder meeting until
April 28th in order to address certain "misinformation" concerning the voting
recommendation of I.S.S., an independent proxy consultant. This is only a flimsy
pretext for management to continue soliciting votes in support of a deal
shareholders don't want. THE REALITY IS THAT MANAGEMENT DOESN'T HAVE ENOUGH
VOTES TO FORCE SHAREHOLDERS TO ACCEPT A BAD DEAL!
SWIB INTENDS TO REMAIN A RAINFOREST SHAREHOLDER!
Last week, Proxy Monitor, a leading proxy voting advisor to institutional
investors, recommended rejection of the merger citing conflicts of interest
which raise "ample reasons for shareholder concern". SWIB encourages Rainforest
shareholders to vote against proposals 1 and 2 on the Rainforest proxy. IF THE
MERGER IS REJECTED, SWIB INTENDS TO CONTINUE ON AS A RAINFOREST SHAREHOLDER AND
TO PURSUE EFFORTS TO COMPEL, AT THE FIRST OPPORTUNITY, THE BOARD TO HAVE A
MAJORITY OF INDEPENDENT DIRECTORS.
VOTE AGAINST THE MERGER, VOTE AGAINST PROPOSALS # 1 & 2!
ATTENTION: Management has sent multiple reminder letters containing new proxy
voting forms to Rainforest shareholders who have not voted their shares.
Shareholders who had previously voted did not receive these reminder letters and
new proxy voting forms. If you originally voted against the merger, you do not
need to take any action. If you voted in favor of the merger and wish to change
your vote to a vote AGAINST, please call our proxy solicitor Garland Associates
at telephone: 212-866-0095 for assistance.
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Exhibit 2
STATE OF WISCONSIN
[SWIB LOGO]
INVESTMENT
BOARD
For more information contact:
Vicki Hearing (608) 261-2415
FOR IMMEDIATE RELEASE
SWIB URGES RAINFOREST CAFE SHAREHOLDERS TO
CONTINUE REJECTING MERGER PROPOSAL
MADISON, WIS - (April 19, 2000) The State of Wisconsin Investment Board (SWIB),
owner of approximately 11% of Rainforest Cafe stock, urged shareholders today to
continue rejecting the Rainforest/Landry's Seafood Restaurants merger proposal.
The shareholder vote on the merger was originally scheduled for April 18, 2000.
Faced with an expected defeat of the merger proposal on the eve of the vote,
Rainforest rescheduled the meeting for April 28, 2000, admitting it needed more
time to "solicit additional proxies."
Rainforest also cited "misinformation" circulated by SWIB regarding the
recommendation of ISS, a leading independent proxy advisory firm, as a reason
for the postponement. In response to these allegations, John Nelson, Small
Company Stock Portfolio Investment Director for SWIB, said "SWIB's
representations regarding ISS' position have been entirely accurate." He also
indicated that SWIB is reviewing the propriety of Rainforest's actions under
Minnesota law and that SWIB plans to file a formal objection to the
postponement. If the merger is rejected, SWIB intends to pursue efforts to
compel a majority of independent directors to be placed on Rainforest's board.
SWIB is the investment manager for the Wisconsin Retirement System (WRS). With
over $62 billion in assets and 465,000 participants, the WRS is the ninth
largest public pension fund in the U.S.
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