-----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, OI1Od5GC/rF1BMzYKsZqrSjoK9rr2toehuR9Yx9WOrnLtcpeTzYGanCSjGump/MJ npDOsHyUTM2MEvSYR+dqMw== /in/edgar/work/0000892712-00-000149/0000892712-00-000149.txt : 20001016 0000892712-00-000149.hdr.sgml : 20001016 ACCESSION NUMBER: 0000892712-00-000149 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001013 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 13D/A SEC ACT: SEC FILE NUMBER: 005-48211 FILM NUMBER: 740050 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 13D/A 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 13D/A 1 0001.txt AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934, as amended (Amendment No. 2) RAINFOREST CAFE, INC. --------------------------------------------- (Name of Issuer) Common Stock, no par value ---------------------------------------------- (Title or Class of Securities) 75086K104 --------------------------------------------- (CUSIP Number) Larry D. Lieberman GODFREY & KAHN, S.C. 780 North Water Street Milwaukee, Wisconsin 53202 (414) 273-3500 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 13, 2000 ----------------------------------------------- (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). 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) 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. (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. 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 SWIB's Amended Schedule 13D filed with the SEC on October 11, 2000) 5 Letter to Board of Directors of Rainforest dated October 12, 2000. 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 13, 2000 By: /s/ Joseph E. Gorman - ------------------- ------------------------ Date Joseph E. Gorman Chief Investment Officer EX-5 2 0002.txt [SWIB Letterhead] October 12, 2000 Board of Directors c/o Stephen Cohen, General Counsel Rainforest Cafe, Inc. 720 South Fifth Street Hopkins, Minnesota 55343 Gentlemen: We have received your letter dated October 10, 2000 and have reviewed your concurrent press release and have the following response: 1. Fiduciary Duty. The State of Wisconsin Investment Board ("SWIB") believes that when a Board of Directors of a public company determines to sell the Company, the directors have an overriding duty to maximize shareholder value through an auction of the Company (or comparable mechanism). In general, this process should be overseen by disinterested directors, particularly when management may receive compensation tied to the transaction. Based on the publicly available information we have reviewed and our discussions with your chairman, Mr. Berman, we do not believe that the process used by your Board meets this standard. Based on our independent research, the so-called "independent" directors of Rainforest Cafe, Inc. ("Rainforest") appear to have significant financial or other ties to Mr. Berman. Moreover, the Board has approved substantial payments to management during the course of this Landry's offer that will not benefit all shareholders. Accordingly, SWIB is highly skeptical of your statements that the Board takes its fiduciary duties seriously. We continue to believe that the Landry's tender offer is flawed by the process used to approve and protect it and fails to maximize value for all the Company's shareholders. Furthermore, we call on management and the Board to rescind these arrangements for management payments and share these amounts with all shareholders. 2. Amendment to Rights Agreement. SWIB finds it curious that the Company adopted a rights plan immediately following defeat of the prior Landry's transaction. SWIB has clearly stated its request that it be permitted to work collectively with other shareholders to facilitate a superior proposal, not just to "communicate" with them. Since SWIB already beneficially owns approximately 14.6% of Rainforest's common stock, we are concerned that any substantive discussions or arrangements with other shareholders to take collective action could trigger the pill. We find your statements on this issue to be disingenuous and of no practical value, particularly when your letter warns that it "should not be construed as a waiver or amendment of the Rights Agreement." If you believe your pill does not preclude SWIB from pursuing collective arrangements with other shareholders, please confirm this to us promptly in writing. 3. Confidentiality Agreement. We are reviewing the terms of the proposed Confidentiality Agreement and will get back to you shortly. 4. Extension of Tender Offer. We believe that your refusal even to request an extension of the tender offer deadline from Landry's is further confirmation that the process you have used to date is not reasonably designed to maximize shareholder value. We continue to call on all members of the Board of Directors to act in accordance with their fiduciary duties to the Company and all its shareholders and assure that shareholder value is maximized. Very truly yours, STATE OF WISCONSIN INVESTMENT BOARD /s/ John F. Nelson John F. Nelson Investment Director cc: Keith Johnson-SWIB W. H. Levit, Jr.-Godfrey & Kahn, S.C. -----END PRIVACY-ENHANCED MESSAGE-----