UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934, as amended
RAINFOREST CAFE, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title or Class of Securities)
75086K104
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(CUSIP Number)
Scott A. Moehrke
GODFREY & KAHN, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(414) 273-3500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 3, 2000
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(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 240.13d-1(e), Rule 240.13d-
1(f) or Rule 240.13d-1(g), check the
following box [X].
NOTE: Schedules filed in paper format shall
include a signed original and five copies of
the schedule, including all exhibits. See
Rule 240.13d-7 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 disclosures provided in a
prior cover page.
The information required on 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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Schedule 13D
CUSIP No. 75086K104
1 NAME OF REPORTING PERSON
State of Wisconsin Investment Board
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
39-6005423
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 3,286,000
8 SHARED VOTING POWER Not Applicable
9 SOLE DISPOSITIVE POWER 3,286,000
10 SHARED DISPOSITIVE POWER Not Applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,286,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN (11)
14.4%
14 TYPE OF REPORTING PERSON (See Instructions)
EP (Public Pension Fund)
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Schedule 13D
CUSIP NO. 75086K104
ITEM 1. SECURITY AND ISSUER.
This Statement relates to 3,286,000 shares of
Common Stock, no par value, and associated preferred
share purchase rights (collectively, "Rainforest Common
Stock") of Rainforest Cafe, Inc., a Minnesota
corporation ("Rainforest"). The principal executive
offices of Rainforest are located at 720 South Fifth
Street, Hopkins, Minnesota 55343.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by State of
Wisconsin Investment Board (the "Reporting Person" or
"SWIB"), a Wisconsin State agency whose business
address is P.O. Box 7842, Madison, Wisconsin 53707.
During the five years immediately prior to the
date of this Statement, the Reporting Person has not
been convicted of a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor has
such Reporting Person been a party to any civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such
proceeding become subject to a judgment, decree or
final order enjoying future violation of, or
prohibiting or mandating activities subject to, federal
or state or securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person is a government agency of
the State of Wisconsin which manages public pension
funds subject to various provisions and restrictions of
state law, which are substantially comparable to ERISA.
SWIB is the beneficial owner of 3,286,000 shares of
Rainforest Common Stock. The aggregate purchase price
of such shares was $16,117,385 and was paid out of
Wisconsin Retirement System public pension trust funds
managed by SWIB.
ITEM 4. PURPOSE OF TRANSACTION.
SWIB acquired the 3,286,000 shares of Rainforest
Common Stock in the ordinary course of business for
investment on behalf of various public pension funds
managed by SWIB. SWIB has determined to oppose the
tender offer (the "Tender Offer") by LSR Acquisition
Corp. (the "Purchaser"), a wholly owned subsidiary of
Landry's Seafood Restaurant's Inc. ("Landry's"). The
Tender Offer is being made pursuant to an Agreement and
Plan of Merger dated as of September 26, 2000 (the
"Merger Agreement") by and among Rainforest, Landry's
and the Purchaser. SWIB has published a press release
recommending that stockholders reject the Tender Offer
as inadequate. SWIB has also sent a letter to the
Rainforest Board of Directors requesting a variety of
actions in connection with its opposition to the Tender
Offer, including amendment of Rainforest's Rights
Agreement (or redemption of the rights) andamendment of
the Merger Agreement to permit SWIB and
other shareholders to take collective action. Any
action taken by SWIB could include a variety of means
to protect the interests of its public pension funds as
shareholders, including shareholder solicitations to
not tender shares in the Tender Offer, to change the
Board of Directors or other action designed to defeat
the Purchaser's inadequate Tender Offer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See cover sheet.
(b) See cover sheet.
(c) Transactions completed within the last 60 days:
(1) 1. SWIB
2. August 1, 2000
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3. 2,500 shares
4. $2.25 per share
5. Normal buy on Nasdaq brokered through Instinet
(2) 1. SWIB
2. August 1, 2000
3. 15,000 shares
4. $2.25 per share
5. Normal buy on Nasdaq brokered through Herzog
(3) 1. SWIB
2. August 3, 2000
3. 125,000 shares
4. $2.1875 per share
5. Normal buy on Nasdaq brokered through Spear Leads
(4) 1. SWIB
2. August 14, 2000
3. 20,000 shares
4. $2.00 per share
5. Normal buy on Nasdaq brokered through Knight Inc.
(5) 1. SWIB
2. September 29, 2000
3. 105,000 shares
4. $3.0548 per share
5. Normal buy on Nasdaq brokered through Instinet
(6) 1. SWIB
2. September 29, 2000
3. 95,000 shares
4. $3.0625 per share
5. Normal buy on Nasdaq brokered through Knight Inc.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE COMPANY.
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
1 Press Release dated September 26,
2000 (incorporated by reference to SWIB's
Preliminary Schedule 14D-9 filed with
the SEC on October 2, 2000)
2 Press Release dated October 3, 2000
(incorporated by reference to SWIB's
Schedule 14D-9 filed with the SEC on
October 3, 2000)
3 Letter to Board of Directors of Rainforest dated
October 3, 2000.
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and
correct.
STATE OF WISCONSIN
INVESTMENT BOARD
October 3, 2000 By: /s/ Joseph E. Gorman
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Date Joseph E. Gorman
Chief Investment Officer
