SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[X] Soliciting Material under Rule 14a-12.
(Name of Registrant as Specified in its Charter)
STATE OF WISCONSIN INVESTMENT BOARD
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
SWIB TO CALL ANNUAL MEETING AT RAINFOREST CAFE
Madison, Wis. (October 26, 2000) The State of
Wisconsin Investment Board (SWIB) announced today that
it will exercise its right under Minnesota law to call
a shareholders meeting if the Landry's Seafood
Restaurants' pending tender offer for Rainforest Cafe
common stock is rejected tomorrow. "It appears that
current management at Rainforest Cafe has stonewalled a
potential competing offer from a group of shareholders
headed by David Siegel of Central Florida Investments,
an owner of 4 percent of the company's stock," noted
John Nelson, SWIB's small company stock portfolio
investment director.
"According to a press release issued yesterday by
Siegel, Rainforest Cafe has effectively refused the
competing group's reasonable requests to get access to
financial information necessary to complete due
diligence on pricing their offer. SWIB ran into
similar problems trying to get information from the
company. I wonder what the current management at
Rainforest Cafe is trying to hide," stated Nelson.
"SWIB will not be tendering its shares to Landry's at
the $3.25 price. We think there is more value in this
company," Nelson said.
"If Rainforest Cafe shareholders collectively
reject the Landry's tender offer set to expire
tomorrow, SWIB will use its right as a 14 percent
shareholder to force the company to call a shareholders
meeting. Rainforest shareholders have not had an
opportunity to vote on directors in over 16 months. I
think Siegel was correct in saying that the current
board has to be replaced with directors that have
restaurant management experience," Nelson concluded,
citing comments in Siegel's October 25 press release.
SWIB is the investment manager for the Wisconsin
Retirement System (WRS). With over $64 billion in
assets and 465,000 participants, the WRS is the ninth
largest public pension fund in the U.S.
<PAGE>
SWIB has previously furnished to Rainforest
shareholders certain information required by Schedule
14D-9. That material is not a substitute for the proxy
statement SWIB will file with the Securities and
Exchange Commission if it calls a shareholders meeting.
Shareholders are urged to read that document because it
will contain important information. The proxy
statement and other documents filed by SWIB with the
SEC will be available free of charge at the SEC's
website (www.sec.gov) or from SWIB at 608-266-2381.
--end--
