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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. 4 )*
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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)
May 5, 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 2,820,000
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY Not Applicable
EACH
REPORTING _________________________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,820,000
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
Not Applicable
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,820,000 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
12.12% 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 2,820,000 shares of Common Stock. The aggregate purchase price
of such shares was $14,837,899.19 and was paid out of Wisconsin
Retirement System ("WRS") public pension trust funds managed by SWIB.
ITEM 4. PURPOSE OF TRANSACTION
SWIB has submitted a proposal under Rule 14a-8 for the next annual
shareholder's meeting to amend the Rainforest Cafe, Inc. ("Rainforest")
bylaws to require a majority of independent directors on the board of
directors. The proposed bylaw would also require a nominating committee
composed of two or more independent directors. SWIB has no current
intent to nominate directors in furtherance of or in association with
this proposal.
SWIB is continuing its review of various possible corporate governance
actions with regard to Rainforest. SWIB has no current intent to
effect, change or influence control of Rainforest.
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.
(9) 1. SWIB
2. May 1, 2000
3. 5,993 shares
4. $3.1353 per share
5. Normal buy on NASDAQ brokered through Instinet.
(10) 1. SWIB
2. May 1, 2000
3. 24,007 shares
4. $3.1353 per share
5. Normal buy on NASDAQ brokered through Instinet.
(11) 1. SWIB
2. May 2, 2000
3. 18,978 shares
4. $3.0651 per share
5. Normal buy on NASDAQ brokered through Instinet.
(12) 1. SWIB
2. May 2, 2000
3. 76,022 shares
4. $3.0651 per share
5. Normal buy on NASDAQ brokered through Instinet.
(13) 1. SWIB
2. May 3, 2000
3. 36,811 shares
4. $2.7155 per share
5. Normal buy on NASDAQ brokered through Instinet.
(14) 1. SWIB
2. May 3, 2000
3. 9,189 shares
4. $2.7155 per share
5. Normal buy on NASDAQ brokered through Instinet.
(15) 1. SWIB
2. May 3, 2000
3. 1,998 shares
4. $2.75 per share
5. Normal buy on NASDAQ brokered through
Piper Jaffray & Hopwood.
(16) 1. SWIB
2. May 3, 2000
3. 8,002 shares
4. $2.75 per share
5. Normal buy on NASDAQ brokered through
Piper Jaffray & Hopwood.
(17) 1. SWIB
2. May 4, 2000
3. 3,796 shares
4. $2.875 per share
5. Normal buy on NASDAQ brokered through
Piper Jaffray & Hopwood.
(18) 1. SWIB
2. May 4, 2000
3. 15,204 shares
4. $2.875 per share
5. Normal buy on NASDAQ brokered through
Piper Jaffray & Hopwood.
(19) 1. SWIB
2. May 8, 2000
3. 8,002 shares
4. $2.9844 per share
5. Normal buy on NASDAQ brokered through Instinet.
(20) 1. SWIB
2. May 8, 2000
3. 1,998 shares
4. $2.9844 per share
5. Normal buy on NASDAQ brokered through Instinet.
(21) 1. SWIB
2. May 9, 2000
3. 8,002 shares
4. $2.9375 per share
5. Normal buy on NASDAQ brokered through Instinet.
(22) 1. SWIB
2. May 9, 2000
3. 1,998 shares
4. $2.9375 per share
5. Normal buy 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: Press Release
Exhibit 2: Shareholder Resolution
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.
May 10, 2000
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Date
/S/ Joseph E. Gorman
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Signature
Joseph E. Gorman, Chief Investment Officer -- Public Equities
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Name/Title
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Exhibit 1
STATE OF WISCONSIN LOGO
For more information contact:
Vicki Hearing (608) 261-2415
MAJORITY OF INDEPENDENT DIRECTORS PROPOSED FOR RAINFOREST CAFE
MADISON, WIS. - (May 9, 2000) In an effort to revive Rainforest Cafe,
Inc. ("Rainforest"), the State of Wisconsin Investment Board ("SWIB") is taking
action toward restructuring the company's board of directors.
SWIB, which owns about 11% of Rainforest, has submitted a shareholder
proposal to amend the company's bylaws to require a majority of independent
directors and to create a nominating committee comprised of two or more of the
independent directors. The proposal is expected to be presented to shareholders
at Rainforest's next annual meeting, which will likely be held this summer.
SWIB hopes to discuss the proposal with members of Rainforest's current
board and intends to seek shareholder support for its adoption. John Nelson,
SWIB's Small Company Stock Portfolio Investment Director, said, "We view this
proposal as an important step toward rebuilding shareholder value in this
company. A primarily independent board of directors, with a breadth of relevant
experience, can point Rainforest in the right direction."
A proposed merger between Rainforest and Landry's Seafood Restaurants
was withdrawn last month after shareholders, including SWIB, voiced objections
to the price offered. 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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Exhibit 2
Shareholder Resolution
Rainforest Cafe, Inc.
WHEREAS, a board of directors is charged by the law and shareholders
with formulating corporate policies; and
WHEREAS, a board of directors is responsible for monitoring
management's implementation of those policies in the corporation's and
shareholders' best interests; and
WHEREAS, such monitoring can be best carried out by directors who are
independent of management.
NOW, THEREFORE, BE IT RESOLVED, pursuant to the authority of
shareholders to amend the bylaws, section 4.3 of the Rainforest Cafe, Inc. (the
"Corporation") bylaws is amended, effective 45 days from the date of adoption of
this amendment, to add the following provision:
A majority of members of the board of directors shall be independent
directors, two or more of such independent directors to be the sole
members of a nominating committee that recommends candidates to stand
for election to the board of directors. "Independent director" shall
mean a person whose only non-trivial connection to the Corporation is
that person's directorship and shall exclude, but such exclusion shall
not be limited to, any person who (1) has been employed by the
Corporation in an executive capacity within the previous five years;
(2) is, or has been in the previous two years, an adviser or consultant
to the Corporation, or an employee or owner of such; (3) is employed by
a significant customer or supplier of the Corporation; (4) has a
personal services agreement with the Corporation; (5) is employed by a
tax-exempt organization that has received significant contributions
from the Corporation; (6) is a relative of an executive of the
Corporation; (7) has had any of the above relationships through an
affiliate or executive of the Corporation; (8) has had any business
relationship required to be disclosed under Regulation S-K; or (9) is
employed by a company for which an officer of the Corporation serves as
a director. This bylaw may be repealed or amended only by the
affirmative vote of the majority of shares entitled to vote and present
or represented at any meeting at which there is a quorum.
Any director elected by the board of directors in implementing this
amendment shall be submitted to the shareholders for reelection at the next
subsequent shareholder meeting.
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SUPPORTING STATEMENT
The State of Wisconsin Investment Board, a long-term shareholder and
owner of approximately 11% of the Corporation's shares, is concerned about the
Corporation's future. We believe the adoption of this resolution will strengthen
the board of directors, its ability to advise and oversee management and its
ability to objectively formulate corporate policy. The benefits of independent
directors have been recognized by a wide variety of organizations, such as the
Business Roundtable, the Securities and Exchange Commission and the Council of
Institutional Investors.
Currently, none of the Corporation's directors meet the above
definition of an independent director and four of the Corporation's six
directors are, or recently have been, officers of the Corporation. We believe
change is necessary to ensure a successful future. We encourage you to vote FOR
this proposal.
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