[State of Wisconsin Investment Board Letterhead]
[The attachment has important information to review in connection
with this recommendation.]
October 18, 2000
RAINFOREST SHAREHOLDERS - A POTENTIAL NEW BIDDER HAS SURFACED
A second potential bidder for Rainforest Cafe emerged
yesterday. David Siegel of Central Florida
Investments, Inc., whom Rainforest confirms owns about
a 5% stake in the company, announced that he has
assembled a substantial and well-known group of
investors with the wherewithal to present an
alternative to the Landry's $3.25 tender offer. On
October 16, he asked Rainforest to allow up to 14 days
to complete due diligence to determine the group's
offering price. In his letter to the company, Siegel
stated that he believes Rainforest still has a higher
value than the Landry's offer, an opinion shared by
SWIB.
DON'T TENDER TO LANDRYS NOW IF YOU WANT TO SEE THIS OFFER
If a majority of outstanding shares are tendered to and
purchased by Landry's on October 27, the Landry's
merger could be completed without shareholders having
the opportunity to consider competing offers. SWIB
believes that the only opportunity shareholders may
have to realize greater value for their shares is by
rejecting the Landry's $3.25 offer. If you have
already tendered your shares, you have the right to
withdraw them at any time prior to expiration of the
offer. Registered shareholders can mail or fax written
notice of withdrawal to the depositary, American Stock
Transfer & Trust Company at 718-234-5001. For shares
held through a bank or brokerage firm, you can contact
your account administrator.
SWIB HAS THE RIGHT TO CALL A MEETING OF SHAREHOLDERS
We have asked the Rainforest Board to amend its poison
pill to allow SWIB to take collective action with other
shareholders to explore alternatives to the Landry's
tender offer. Additionally, we sought a 30-day
extension of the Landry's offer to facilitate
development of competing bids. The Rainforest Board
refused both requests, leading us to question whether
current management is acting in the best interests of
shareholders. Shareholders have not been given an
opportunity to vote on the Rainforest Board in over 16
months. As the owner of more than 14% of Rainforest's
stock, Minnesota law gives us the right to call an
annual or special meeting of shareholders to put forth
an alternate slate of directors. SWIB is considering
whether it should do so if the Landry's offer is
rejected.
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, also filed at the SEC.]
<PAGE>
The following information is on file with the SEC as
part of the Schedule 14D-9 filed by SWIB on October 3, 2000
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.
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
<PAGE>
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.
<PAGE>
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Not Applicable.
ITEM 8. ADDITIONAL INFORMATION.
Not Applicable.
