-----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, N/TzjKLcH0JaCIaaxhJmZRTA51/pRoiNbNfxbSUs0cvtFx8MEEGY5VYtrWt0Wr0g YfCklZH4lts9YEFwxbrecg== 0000899243-99-000960.txt : 19990511 0000899243-99-000960.hdr.sgml : 19990511 ACCESSION NUMBER: 0000899243-99-000960 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990510 GROUP MEMBERS: FERTITTA TILMAN J GROUP MEMBERS: HOSPITALITY ENTERTAINMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANDRYS SEAFOOD RESTAURANTS INC CENTRAL INDEX KEY: 0000908652 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 740405386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42475 FILM NUMBER: 99616037 BUSINESS ADDRESS: STREET 1: 1400 POST OAK BLVD STREET 2: STE 1010 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7138501010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FERTITTA TILMAN J CENTRAL INDEX KEY: 0001080301 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: LANDRYS SEAFOOD RESTAURANTS INC STREET 2: 1400 POST OAK BLVD STE 1010 CITY: HOUSTON STATE: TX ZIP: 77056 MAIL ADDRESS: STREET 1: LANDRYS SEAFOOD RESTAURANTS INC STREET 2: 1400 POST OAK BLVD STE 1010 CITY: HOUSTON STATE: TX ZIP: 77056 SC 13D/A 1 AMENDMENT #1 TO SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* LANDRY'S SEAFOOD RESTAURANTS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 51508L 10 3 (CUSIP Number) TILMAN J. FERTITTA 1400 POST OAK BLVD. SUITE 1010 HOUSTON, TEXAS 77056 (713) 850-1010 (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications) with copies to: STEVEN L. SCHEINTHAL LANDRY'S SEAFOOD RESTAURANTS, INC. 1400 POST OAK BLVD., SUITE 1010 HOUSTON, TEXAS 77056 (713) 850-1010 APRIL 28, 1999 (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 13-1(e), (f) or (g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 1 of 8 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tilman J. Fertitta - ###-##-#### - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* PF - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF 3,710,000/(1)/ SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 2,090,000/(2)/ ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 3,710,000/(1)/ PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 2,090,000/(2)/ - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,800,000 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8% (See Item 5) - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------ /(1)/ Includes 1,700,000 shares subject to options that have not been exercised by Tilman J. Fertitta but which are exercisable within 60 days of the date hereof. /(2)/ Because Tilman J. Fertitta ("Fertitta") has a 90% membership interest (his wife owns the remaining 10% membership interest) in Hospitality Entertainment, L.L.C. ("Hospitality") and, thus, controls Hospitality, Mr. Fertitta is deemed to share voting and dispositive power with Hospitality. Page 2 of 8 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hospitality Entertainment, L.L.C. - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Texas - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 2,090,000/(1)/ ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 2,090,000/(1)/ - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,090,000(1) - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.55% (See Item 5) - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* OO - ------------------------------------------------------------------------------ /(1)/ Because Tilman J. Fertitta has a 90% membership interest (his wife owns the remaining 10% membership interest) in Hospitality Entertainment, L.L.C. ("Hospitality") and, thus, controls Hospitality, Mr. Fertitta is deemed to share voting and dispositive power with Hospitality. Page 3 of 8 AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 amends and supplements the statement on Schedule 13D filed by Tilman J. Fertitta and Hospitality Entertainment, L.L.C. with respect to the common stock, par value $.01 per share ("Common Stock") of Landry's Seafood Restaurants, Inc. ("Landry's") filed on April 6, 1999. Such Schedule 13D is hereby amended to add or revise information only to the items indicated. ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of Landry's Seafood Restaurants, Inc., a Delaware corporation ("Landry's). The address of Landry's principal executive office is 1400 Post Oak Boulevard, Suite 1010, Houston, Texas 77056. ITEM 2. IDENTITY AND BACKGROUND This Amendment No. 1 to Schedule 13D is being filed by Tilman J. Fertitta, a United States citizen ("Fertitta"), and Hospitality Entertainment, L.L.C., a Texas limited liability company ("Hospitality"). The business address of Fertitta and the address of the principal office of Hospitality is 1400 Post Oak Boulevard, Suite 1010, Houston, Texas 77056. The principal business of Hospitality is construction and management of hotel and other entertainment operations. Mr. Fertitta is the President and Chief Executive Officer of Landry's and has a 90% membership interest in Hospitality with his wife owning the other 10%. During the last five years, neither Mr. Fertitta nor Hospitality has been connected in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Fertitta's acquisition of the Common Stock of Landry's was made with his personal funds. Mr. Fertitta's total acquisition of shares of Common Stock since April 6, 1999 was 350,000 shares for an aggregate purchase price of approximately $2,377,113. All such shares of Common Stock were acquired in the open market. Reference is made to Item 5. In December 1998, Mr. Fertitta was awarded 900,000 options to acquire shares of Landry's Common Stock. The option grant (which was issued on December 17, 1998 to Mr. Fertitta in connection with his employment contract) was at an exercise price of $6.00 per share. The option agreement provides for a three (3) year vesting schedule in equal annual installments, and further provides that if the stock price of Landry's increases by more than forty percent (40%) from the exercise price, all options granted shall immediately vest. Of the 5,800,000 shares of Landry's Common Stock in which Mr. Fertitta currently has a beneficial interest, 1,700,000 relate to options to acquire Landry's Common Stock granted to Mr. Fertitta which are exercisable within 60 days. ITEM 4. PURPOSE OF THE TRANSACTION Mr. Fertitta is the founder of Landry's and is its current Chairman, Chief Executive Officer and President. Since Landry's inception he has been, directly or indirectly, Landry's largest individual stockholder. Depending upon market conditions and other matters he deems material, Mr. Fertitta may continue to acquire or dispose of additional shares of Landry's Common Stock, so long as it meets his personal investment criteria. Except as set forth in this Item 4, Mr. Fertitta does not have any present plans which would result in any of the actions enumerated in clauses (a) - (j) of Item 4 of Schedule 13(D). ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. (A) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY OWNED: Hospitality is the beneficial owner of 2,090,000 shares of Landry's Common Stock representing, 7.55% of the shares of Landry's Common Stock outstanding (based on the number of shares of Landry's Common Stock outstanding on May 7, 1999). Mr. Fertitta is the direct beneficial owner of 2,010,000 shares of Landry's Common Stock, and has options to acquire an additional 1,700,000 shares of Landry's Common Stock which are exercisable within 60 days hereof, and the indirect beneficial owner of 2,090,000 shares of Landry's Common Stock representing in the aggregate 19.8% of the shares of Landry's Common Stock outstanding (based on the number of shares of Landry's Common Stock outstanding on May 7, 1999. (B) NUMBER OF SHARES AS TO WHICH REPORTING PERSON HAS SOLE OR SHARED POWER TO VOTE OR DISPOSE: Hospitality and Mr. Fertitta have the sole power to vote, or to direct the vote of, and the sole power to dispose of, or to direct the disposition of, the shares of Landry's Common Stock beneficially owned by each. However, by virtue of the fact that Mr. Fertitta has a 90% membership interest in Hospitality (his wife owns the remaining 10% interest) and, thus, Page 4 of 8 controls Hospitality, Mr. Fertitta is deemed to share voting and dispositive power of the shares of Landry's Common Stock beneficially owned by Hospitality. (C) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS. See Item No. 3 and attached Appendix A, which are incorporated by reference herein. (D) OTHER PERSON WITH RIGHT TO RECEIVE OR DIRECT THE RECEIPT OF DIVIDENDS FROM OR THE PROCEEDS OF THE SALE OF THE SECURITIES. Aside from the Reporting Persons, Mr. Fertitta's wife, the holder of a 10% membership interest in Hospitality, may be deemed to share the power to direct the receipt of dividends from, or the proceeds from the sale of, Landry's Common Stock. (E) DATE UPON WHICH THE REPORTING PERSON CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN 5% OF THE SECURITIES. Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Mr. Fertitta was originally awarded (i) 600,000 options in 1995, which are fully vested and as of 1997 are at an exercise price of $12.875 a share, (ii) 150,000 options in 1996 which are fully vested at an exercise price of $14.00 a share, and (iii) 150,000 options in 1997 at an exercise price of $12.875 a share, of which 50,000 options are vested (the remaining 100,000 options shall vest in equal installments on January 1, 2000 and January 1, 2001). In addition, the information set forth in Item 3 is incorporated by reference herein. Based on the foregoing, Mr. Fertitta has the option to acquire up to 1,800,000 shares of Common Stock in Landry's of which, 1,700,000 options are vested and fully exercisable within sixty (60) days. ITEM 7. EXHIBITS 1. Joint Filing Agreement [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] [SIGNATURES APPEAR ON THE FOLLOWING PAGES] Page 5 of 8 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. May 7, 1999 ----------------------- (Date) /s/ Tilman J. Fertitta ----------------------- (Signature) Page 6 of 8 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. May 7, 1999 -------------------------- (Date) HOSPITALITY ENTERTAINMENT, L.L.C. By: /s/ Tilman J. Fertitta ---------------------- Tilman J. Fertitta President Page 7 of 8 APPENDIX A TRANSACTIONS IN THE ISSUERS' STOCK SINCE APRIL 6, 1999* PURCHASE DATE NUMBER OF SHARES AVERAGE COST PER SHARE 4/22/99 17,500 $6.4375 4/23/99 125,000 $6.50 4/26/99 100,000 $6.625 4/28/99 75,000 $6.9375 5/03/99 12,500 $8.1878 5/06/99 6,250 $8.125 5/07/99 13,750 $8.4375 ------- ------- TOTAL: 350,000 $6.7917 * See Appendix A to Schedule 13D filed on April 6, 1999. EX-1 2 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) of Regulation 13D-G of the Securities Exchange Act of 1934, the entities below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Landry's Seafood Restaurants, Inc., and further agree that this Joint Filing Agreement is included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement. HOSPITALITY ENTERTAINMENT, L.L.C. By: /s/ Tilman J. Fertitta ------------------------------------- Tilman J. Fertitta President /s/ Tilman J. Fertitta ------------------------------------ Tilman J. Fertitta -----END PRIVACY-ENHANCED MESSAGE-----