Exhibit 9
[SWIB Letterhead]
October 18, 2000
VIA FAX 612-352-2692
Board of Directors
c/o Stephen Cohen, General Counsel
Rainforest Cafe, Inc.
720 South 5th Street
Hopkins, MN 55343
Gentlemen:
We continue to be deeply concerned and dismayed by
actions you are taking that appear to us to be in
complete disregard of the Board's fiduciary duties to
the Company and its shareholders. Among other things,
you have:
(a) refused our eminently reasonable
requests to amend Rainforest's Rights
Agreement to permit SWIB to contact
shareholders and other interested
parties to take collective action to
explore alternatives to Landry's tender
offer or confirm in writing that it
would not preclude us from taking such
collective action;
(b) refused our request to seek an extension
of Landry's tender offer for 30 days to
permit shareholders and other potential
bidders to pursue alternatives for
maximizing shareholder value; and
(c) delayed, once again, the company's
annual shareholder meeting that had been
scheduled for November 8, 2000.
The fact that for over 16 months, in violation of
Rainforest's By-Laws, there has been no opportunity for
us and other shareholders to vote on whether you should
be permitted to continue in office, coupled with the
facts that the current Board suffers from control by
insiders and directors with interlocking business and
family relationships and the insiders stand to profit
handsomely from payments that outside shareholders
would not receive in the Landry's transaction,
validates our fears that the Board does not want to do
what its fiduciary duties require. We urge you to
reconsider, before it is too late, the course on which
you have embarked and commence acting in a manner that
will encourage pursuit of alternatives that could
maximize shareholder value for all Rainforest
shareholders.
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We renew the request we made initially in our
October 6, 2000 letter to amend the Company's Rights
Plan so that SWIB can discuss coordination of efforts
with Mr. Siegel and his group to facilitate their
putting together a competing offer to the current one
from Landry's.
Finally, your counsel has sent us a revised form
of Confidentiality Agreement that does not contain all
of the changes we requested. Please be advised that we
have no intention of executing the document in the form
presented.
Sincerely,
/s/ John F. Nelson
John F. Nelson
Investment Director
cc: William Levit, Godfrey & Kahn, S.C.
