UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934, as amended
(Amendment No. 4)
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)
Larry D. Lieberman
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 21, 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).
<PAGE>
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)
<PAGE>
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 letters 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) and amendment 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.
<PAGE>
(c) Transactions completed within the last 60 days:
(1) 1. SWIB
2. August 1, 2000
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.
<PAGE>
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 (incorporated by reference to SWIB's Schedule 13D
filed with the SEC on October 4, 2000)
4 Letter to Board of Directors of Rainforest dated October 6,
2000 (incorporated by reference to Amendment No. 1 to SWIB's
Schedule 13D filed with the SEC on
October 11, 2000)
5 Letter to Shareholders dated October 5, 2000 (incorporated by
reference to Amendment No. 1 to SWIB's Schedule 14D-9
filed with the SEC on October 6, 2000)
6 Letter to Board of Directors of Rainforest dated October 12,
2000 (incorporated by reference to Amendment No. 2 to SWIB's
Schedule 13D filed with the SEC on
October 13, 2000)
7 Press Release dated October 18, 2000 (incorporated by
reference to Amendment No. 2 to SWIB's Schedule 14D-9
filed with the SEC on October 18, 2000)
8 Letter to Shareholders dated October 18, 2000
(incorporated by reference to Amendment No. 2 to SWIB's
Schedule 14D-9 filed with the SEC on October 18, 2000)
9 Letter to Board of Directors of Rainforest dated October 18,
2000 (incorporated by reference to Amendment No. 3 to SWIB's
Schedule 13D filed with the SEC on October 19, 2000)
10 Letter to Board of Directors of Rainforest dated October 21,
2000.
<PAGE>
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 23, 2000 By: /s/ Joseph E. Gorman
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Date Joseph E. Gorman
Chief Investment Officer
