-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MMt9aSIvvWmSus2fVM+KR/e9WPdQbpmMpXnLeN50RsB2vK2sBHeTDyk1o8vBIZ2b +R2GsrArA8hYiunGzVw8bw== /in/edgar/work/0000892712-00-000138/0000892712-00-000138.txt : 20001003 0000892712-00-000138.hdr.sgml : 20001003 ACCESSION NUMBER: 0000892712-00-000138 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001002 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAINFOREST CAFE INC CENTRAL INDEX KEY: 0000924919 STANDARD INDUSTRIAL CLASSIFICATION: [5812 ] IRS NUMBER: 411779527 STATE OF INCORPORATION: MN FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: SEC FILE NUMBER: 005-48211 FILM NUMBER: 733059 BUSINESS ADDRESS: STREET 1: 720 S FIFTH ST CITY: HOPKINS STATE: MN ZIP: 55343 BUSINESS PHONE: 6129455400 MAIL ADDRESS: STREET 1: 720 SOUTH FIFTH STREET CITY: HOPKINS STATE: MN ZIP: 55343 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STATE OF WISCONSIN INVESTMENT BOARD CENTRAL INDEX KEY: 0000854157 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 396006423 STATE OF INCORPORATION: WI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: 121 EAST WILSON STREET CITY: MADISON STATE: WI ZIP: 53707 BUSINESS PHONE: 6082662381 MAIL ADDRESS: STREET 1: P.O. BOX 7842 STREET 2: 121 EAST WILSON STREET CITY: MADISON STATE: WI ZIP: 53707 SC 14D9 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. ___________) Rainforest Cafe, Inc. - ----------------------------------------------------- (Name of Subject Company) State of Wisconsin Investment Board - ----------------------------------------------------- (Names of Persons Filing Statement) Common Stock, No Par Value - ----------------------------------------------------- (Title of Class of Securities) 75086K104 - ----------------------------------------------------- (CUSIP Number of Class of Securities) Cynthia L. Richson State of Wisconsin Investment Board 121 East Wilson Street Madison, Wisconsin 53703 (608) 267-0882 - ----------------------------------------------------- (Name, address and telephone numbers of person authorized to receive notice and communications on behalf of the persons filing statement) With copies to: Scott A. Moehrke Godfrey & Kahn, S.C. 780 North Water Street Milwaukee, Wisconsin 53202 (414) 273-3500 [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. STATE OF WISCONSIN INVESTMENT BOARD For Immediate Release Telephone: 608-266-2381 9/26/00 Contact: John Nelson 608-266-7232 SWIB to Oppose Rainforest Merger Offer - -------------------------------------------------------- The State of Wisconsin Investment Board (SWIB) has announced that it will oppose the proposed merger of Rainforest Cafe with Landry's Seafood Restaurants. "We own over 13% of the stock in Rainforest Cafe's stock and think that the price being offered is an outrage to shareholders," said John Nelson, Small Company Stock Portfolio Investment Director of SWIB. "Shareholders defeated a proposal by Landry's to buyout Rainforest at $5.23 per share in April of this year due to it being an inadequate offer. It seems unreasonable for Landry's to come back five months later with a substantially lower offer to acquire Rainforest, and then expect shareholders to go along with it because its a premium off a lower stock price in the market. SWIB had estimated in early 2000 that a `fair' valuation of the stock was $9 per share or better. SWIB is in the process of considering its options to determine the best course of action to take against this insulting transaction, including a shareholder solicitation, exercise of dissenters valuation rights, and/or legal action." -30- Rainforest Cafe shareholders are advised to read the tender offer statement regarding the acquisition of Rainforest Cafe which will be filed by Landry's with the U.S. Securities and Exchange Commission and the related solicitation recommendation statement which will be filed by Rainforest Cafe with the Commission. The tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the solicitation/ recommendation statement will contain important information which should be read carefully before any decision is made with respect to the offer. These documents will be available at no charge at the SEC's website at www.sec.gov and may also be obtained from Landry's by directing such request to: Landry's Seafood Restaurants, Inc., 1400 Post Oak Blvd., Suite 1010, Houston, Texas 77056, Attention: Investor Relations, telephone 713/850-1010, e-mail: Pwest@ldry.com. -----END PRIVACY-ENHANCED MESSAGE-----