sc13da807160002_04042008.htm

0000921895-08-001041.txt : 20080407 0000921895-08-001041.hdr.sgml : 20080407 20080407172637 ACCESSION NUMBER: 0000921895-08-001041 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080407 DATE AS OF CHANGE: 20080407 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANDRYS RESTAURANTS INC CENTRAL INDEX KEY: 0000908652 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 760405386 FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42475 FILM NUMBER: 08743761 BUSINESS ADDRESS: STREET 1: TO COME CITY: TO COME STATE: TX ZIP: TO COME BUSINESS PHONE: 7138501010 MAIL ADDRESS: STREET 1: TO COME CITY: TO COME STATE: TX ZIP: TO COME FORMER COMPANY: FORMER CONFORMED NAME: LANDRYS RESTAURANTS INC DATE OF NAME CHANGE: 20020227 FORMER COMPANY: FORMER CONFORMED NAME: LANDRYS SEAFOOD RESTAURANTS INC DATE OF NAME CHANGE: 19930706 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FERTITTA TILMAN J CENTRAL INDEX KEY: 0001080301 FILING VALUES: FORM TYPE: SC 13D/A 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 sc13da807160002_04042008.htm SCHEDULE 13D AMENDMENT NO. 8 sc13da807160002_04042008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 8 )1

LANDRY=S 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

1510 West Loop South

Houston, Texas 77027

(713) 850-1010

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

with copies to:

Steven Wolosky, Esq.

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

April 4, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 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).

CUSIP NO. 51508L 10 3

1	NAME OF REPORTING PERSON Tilman J. Fertitta
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,631,481 (1) (2)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 6,631,481 (1) (2)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,631,481 (1) (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.9% (See Item 5)
14	TYPE OF REPORTING PERSON IN

(1)

Includes 900,000 shares subject to options that have not been exercised by Tilman J. Fertitta but which are immediately exercisable or will become exercisable within 60 days of the date hereof.

(2)

Includes 500,000 shares of restricted Common Stock which vest 10 years from the effective date of grant and an additional 275,000 shares of restricted Common Stock which vest 7 years from the effective date of grant.

CUSIP NO. 51508L 10 3

AMENDMENT NO. 8 TO SCHEDULE 13D

This Amendment No. 8 amends and supplements the statement on Schedule 13D, as most recently amended by Amendment No. 7 dated January 30, 2008, filed by Tilman J. Fertitta (“Fertitta”) with respect to the Common Stock, par value $.01 per share (ACommon Stock@), of Landry=s Restaurants, Inc. (ALandry=s@). Such Schedule 13D is hereby amended to add or revise information only to the items indicated.

ITEM 4. PURPOSE OF THE TRANSACTION

Item 4 is hereby amended to add the following:

On April 4, 2008, Fertitta revised his offer to acquire all of the outstanding shares of Common Stock to a cash purchase price of $21.00 per share as set forth in a letter submitted by Fertitta to the Special Committee of Landry’s Board of Directors, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Paragraph (a) of Item 5 is hereby amended as follows:

(a) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY OWNED:

Fertitta is the direct beneficial owner of (i) 4,956,481 shares of Common Stock, (ii) options to acquire an additional 900,000 shares of Common Stock which are immediately exercisable or will become exercisable within 60 days of the date hereof and (iii) 775,000 shares of restricted Common Stock, 500,000 shares of which vest 10 years from the effective date of grant and 275,000 shares of which vest 7 years from the effective date of grant, representing in the aggregate approximately 38.9% of the shares of Common Stock outstanding (based on 16,144,546 shares of Common Stock outstanding as of March 6, 2008, as reported in Landry’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2008). Fertitta has not entered into any transactions in the shares of Common Stock during the past 60 days.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following exhibit:

99.1 Letter from Fertitta to the Special Committee of Landry’s Board of Directors dated April 4, 2008.

CUSIP NO. 51508L 10 3

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.

April 7, 2008

(Date)

/s/ Tilman J. Fertitta

(Signature)

EX-99.1 2 ex99tosc13da807160002_040408.htm LETTER FROM FERTITTA TO LANDRY'S SPECIAL COMMITTEE ex99tosc13da807160002_040408.htm

Exhibit 99.1

Tilman J. Fertitta

1510 West Loop South

Houston, Texas 77027

April 4, 2008

Special Committee of the Board of Directors

Landry’s Restaurants, Inc.

1510 West Loop South

Houston, Texas 77027

Members of the Special Committee:

While I recognize and appreciate the process and thoughtful selection by the Special Committee of its counsel and financial advisors, more than two months have passed since my offer was made. Since that time, the credit markets have deteriorated, the retail consumer continues to be impacted by the economy, and the Company’s results of operations and stock price have declined.

During the time of the Special Committee’s selection process for advisors, credit market conditions have significantly worsened, making it far more costly to obtain the debt financing required to consummate the proposed transaction. Additionally, the economy has continued its downward trend, the consumer is still under financial pressure and the Company’s stock price has decreased over 25% from its closing price of $20.45 on January 28, 2008, the date of my original offer, to a closing price of $15.30 on April 3, 2008.

As a result, I am revising my offer to acquire all of the outstanding shares of Landry’s common stock to a cash purchase price of $21.00 per share, which represents a 37% premium over Landry’s closing price on April 3, 2008.

I am fully prepared to proceed with the transaction in an expedited manner. In an effort to advance this process, I am enclosing a letter from Jefferies & Company, Inc. stating that Jefferies is highly confident in its ability to consummate the debt financing required to complete the proposed transaction. Jefferies has indicated to me that they expect to be in a position to execute a commitment letter with respect to this debt financing within a few weeks from their commencement of due diligence. Due to the risk of continued deterioration of the credit market conditions, I am concerned that if my offer is not accepted within the next few weeks, I will lose my ability to finance this transaction.

Time is of the essence, and I urge the Special Committee to act promptly. Failure to do so will deprive stockholders of the ability to vote upon a transaction that I firmly believe is in their best interests.

Special Committee of the Board of Directors

Landry’s Restaurants, Inc.

Page 2

April 4, 2008

This letter is non-binding and no agreement, arrangement or understanding between the parties shall be created until such time as definitive documentation has been executed and delivered by Landry’s and all other appropriate parties and the agreement, arrangement or understanding has been approved by Landry’s Board of Directors and the Special Committee.

Very truly yours,

/s/ Tilman J. Fertitta

Tilman J. Fertitta

cc: Jack Capers, Esq.