[SWIB Letterhead]
October 6, 2000
VIA FAX 612-352-2692
Board of Directors
c/o Stephen Cohen, General Counsel
Rainforest Cafe, Inc.
720 South Fifth Street
Hopkins, Minnesota 55343
Gentlemen:
We appreciate the opportunity to have met Mr.
Berman, the Chairman of the Board, President and Chief
Executive Officer of Rainforest Cafe, Inc.
("Rainforest"), to discuss your response to our letter
dated October 3, 2000 and Mr. Berman's view as to the
outlook for Rainforest. Mr. Berman indicated that
there would be a willingness to amend Rainforest's
Rights Agreement to permit the State of Wisconsin
Investment Board ("SWIB") to contact shareholders or
other parties and possibly take collective action to
explore alternative courses of action to the current
tender offer by Landry's Seafood Restaurants, Inc.
("Landry's") to Rainforest's shareholders. We believe
that such an amendment would benefit all of
Rainforest's shareholders. In order to prevent any
misunderstanding, we request that we be given an
opportunity to review any proposed amendment before it
is finalized.
In order to explore the possibility of alternative
courses of action to the Landry's tender offer, we
would also like to receive third quarter historical
financial information, together with Company
projections and the fairness opinion from Piper
Jaffrey. Of course, we would enter into a customary
confidentiality agreement with Rainforest prior to
receipt of any such information.
Finally, we request that the Board seek a minimum
30-day extension of the Landry's tender offer to permit
shareholders and other potential bidders to pursue
alternative courses of action that would be in the best
interests of all shareholders.
Given timing constraints, it is imperative that we
receive your written response to the amendment request
by no later than 5:00 p.m. Monday, October 9, 2000. If
you need to reach us over the weekend, please feel free
to call Keith Johnson, our Chief Legal Counsel at (608)
233-1671, or William Levit of Godfrey & Kahn at (414)
287-9540 (office) or (414) 551-6699 (home).
STATE OF WISCONSIN INVESTMENT BOARD
/s/ John F. Nelson
John F. Nelson
Investment Director
cc: William Levit-Godfrey & Kahn, S.C.
