State of Wisconsin Investment Board – ‘SC 13D/A’ on 10/19/00 re: Rainforest Cafe Inc – EX-9

On:  Thursday, 10/19/00, at 5:25pm ET   ·   Accession #:  892712-0-154   ·   File #:  5-48211

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 3 to Schedule 13D                        6     27K 
 2: EX-9        Voting Trust Agreement                                 2      9K 

EX-9   —   Voting Trust Agreement

EX-9
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                                       Exhibit 9

[SWIB Letterhead]             

October 18, 2000                                                                
VIA FAX 612-352-2692              

Board of Directors                                                              
c/o Stephen Cohen, General Counsel                                              
Rainforest Cafe, Inc.                                                           
720 South 5th Street                                                            
Hopkins, MN  55343                                                              

Gentlemen:                                                                      

We continue to be deeply concerned and dismayed by                    
actions you are taking that appear to us to be in                               
complete disregard of the Board's fiduciary duties to                           
the Company and its shareholders.  Among other things,                          
you have:                                                                       

(a)  refused our eminently reasonable                                 
requests to amend Rainforest's Rights                       
Agreement to permit SWIB to contact                         
shareholders and other interested                           
parties to take collective action to                        
explore alternatives to Landry's tender                     
offer or confirm in writing that it                         
would not preclude us from taking such                      
collective action;                                          
(b)  refused our request to seek an extension                         
of Landry's tender offer for 30 days to                     
permit shareholders and other potential                     
bidders to pursue alternatives for                          
maximizing shareholder value; and                           
(c)  delayed, once again, the company's                               
annual shareholder meeting that had been                    
scheduled for November 8, 2000.                             

The fact that for over 16 months, in violation of                     
Rainforest's By-Laws, there has been no opportunity for                         
us and other shareholders to vote on whether you should                         
be permitted to continue in office, coupled with the                            
facts that the current Board suffers from control by                            
insiders and directors with interlocking business and                           
family relationships and the insiders stand to profit                           
handsomely from payments that outside shareholders                              
would not receive in the Landry's transaction,                                  
validates our fears that the Board does not want to do                          
what its fiduciary duties require.  We urge you to                              
reconsider, before it is too late, the course on which                          
you have embarked and commence acting in a manner that                          
will encourage pursuit of alternatives that could                               
maximize shareholder value for all Rainforest                                   
shareholders.                                                                   

EX-9
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We renew the request we made initially in our                         
October 6, 2000 letter to amend the Company's Rights                            
Plan so that SWIB can discuss coordination of efforts                           
with Mr. Siegel and his group to facilitate their                               
putting together a competing offer to the current one                           
from Landry's.                                                                  

Finally, your counsel has sent us a revised form                      
of Confidentiality Agreement that does not contain all                          
of the changes we requested.  Please be advised that we                         
have no intention of executing the document in the form                         
presented.                                                                      

Sincerely,                                                                      

/s/ John F. Nelson                                                              

John F. Nelson                                                                  
Investment Director                                                             

cc:  William Levit, Godfrey & Kahn, S.C.                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		11/8/00		1
Filed on:		10/19/00
		10/18/00		1					SC 14D9/A
		10/6/00		2					SC 13D,  SC 14D9/A
									List all Filings