Exhibit 3
[State of Wisconsin Investment Board Letterhead]
VIA FAX AT 612-352-2692
October 3, 2000
Board of Directors
Rainforest Cafe, Inc.
720 South Fifth Street
Hopkins, Minnesota 55343
Gentlemen:
The State of Wisconsin Investment Board ("SWIB")
is the investment manager for the Wisconsin Retirement
System ("WRS") and several other trust funds of the
State of Wisconsin. SWIB currently manages over $70
billion in retirement funds and government assets. The
WRS ranks as the ninth largest public pension fund in
the United States, with over $64 billion in assets.
The 465,000 participants in Wisconsin's state
retirement program include teachers, state and local
government employees, judges, firefighters and law
enforcement officials. SWIB presently holds over 13%
of the outstanding shares of Rainforest Cafe, Inc.
("Rainforest" or the "Company") and is the single
largest shareholder of Rainforest.
In April 2000, SWIB and other shareholders
defeated an offer by Landry's Seafood Restaurants, Inc.
("Landry's") at a valuation of approximately $5.23 per
share. Notwithstanding the shareholders' clear
directive opposing this transaction, management has
continued to negotiate with Landry's and has managed to
worsen the price. We have reviewed the terms of
Landry's current tender offer for all outstanding
shares of Rainforest payable at $3.25 per share in
cash. We also are aware that you have amended
Rainforest's Rights Agreement, or "poison pill," to
allow Landry's proposed acquisition to move forward.
SWIB's position has not changed, and we oppose Landry's
current proposal as woefully inadequate and insulting
to shareholders.
Since the time of Landry's April bid, you have
further eroded the stock price of Rainforest and failed
to maximize the Company's value on behalf of your
constituents, Rainforest's shareholders. Ignoring our
proposal for an independent board of directors, you
have for over 15 months neglected to hold an annual
meeting and advanced your own self interest at the
expense of the Company's. We believe that you have
acted in a manner inconsistent with your fiduciary
duties as directors. We think that the current
Rainforest Board has not followed
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the clear mandate of shareholders in rejecting the
higher April Landry's offer and is not representative
of the Company's shareholder base.
We also believe that the Company's "poison pill"
is burdensome and unreasonable and that various terms
of the Merger Agreement are inconsistent with your
fiduciary duties. The Merger Agreement and poison pill
could be interpreted to prohibit SWIB from taking
action that we believe will benefit Rainforest's
shareholders. Accordingly, we request that you amend
Rainforest's Rights Agreement (or redeem the rights)
and the Merger Agreement to permit SWIB and other
existing shareholders to take collective action to
protect their rights as shareholders. Because of the
timing of Landry's offer and your history with Landry's
of being able to quickly amend the Rights Agreement, we
request you to take action on these amendments by no
later than Friday, October 6, 2000. If you fail to do
so, we will take such action as we deem necessary to
protect our interests.
STATE OF WISCONSIN
INVESTMENT BOARD
/s/ John F. Nelson
John F. Nelson, Investment
Director
cc: William Levit-Godfrey & Kahn, S.C.
