sc13da2107160002_11032009.htm

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) x (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 9,794,155 (1) (2)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 9,794,155 (1) (2)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,794,155 (1) (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.5% (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

1	NAME OF REPORTING PERSON Fertitta Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 9,794,155 (1) (2)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 9,794,155 (1) (2)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,794,155 (1) (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.5% (See Item 5)
14	TYPE OF REPORTING PERSON CO

(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)

CUSIP NO. 51508L 10 3

AMENDMENT NO. 21 TO SCHEDULE 13D

The following constitutes Amendment No. 21 (“Amendment No. 21”) to the Schedule 13D filed by the undersigned. Such Schedule 13D is hereby amended as follows:

ITEM 2.

IDENTITY AND BACKGROUND

Item 2 is hereby amended and restated as follows:

This Schedule 13D is being filed by Tilman J. Fertitta (“Fertitta”) and Fertitta Group, Inc. (“Parent”), a Delaware corporation and a wholly-owned subsidiary of Fertitta. Each of the foregoing is referred to as a “Reporting Person” and together as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

The business address of each of Fertitta and Parent is 1510 West Loop South, Houston, Texas 77027.

The principal occupation of Fertitta is serving as President and Chief Executive Officer of Landry’s. The principal business of Parent is serving as a vehicle for consummating the Merger, as defined and described in Item 4. Fertitta is Chief Executive Officer, President and sole director of Parent.

During the last five years, neither of the Reporting Persons has been convicted in any criminal proceeding nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor 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.

Fertitta is a United States citizen.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby amended to add the following:

The aggregate value of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 3, 2009 (the “Merger Agreement”), among Parent, Fertitta Merger Co., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Fertitta, solely for purposes of specified sections thereof, and Landry’s, which are described in Item 4 below, is approximately $1.2 billion.

In connection with the Merger Agreement, Fertitta agreed, in an equity commitment letter, dated November 3, 2009 (the “Equity Commitment Letter”), subject to certain conditions, to contribute $40 million in cash and 8,894,155 shares of Common Stock (the “Rollover Stock”) to Parent to fund the merger consideration under the Merger Agreement and pay related fees and expenses. The Equity Commitment Letter also provides for the cancellation of Fertitta’s options to purchase 900,000 shares of Common Stock. Fertitta’s shares of restricted Common Stock will not vest, and will be cancelled, as a result of the transactions. This summary of the Equity Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Equity Commitment Letter, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

CUSIP NO. 51508L 10 3

ITEM 4.

PURPOSE OF TRANSACTION

Item 4 is hereby amended to add the following:

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.

On November 3, 2009, Parent, Merger Sub, Fertitta and Landry’s entered into the Merger Agreement, pursuant to which each outstanding share of Common Stock (other than shares owned by Parent, Merger Sub or any direct or indirect wholly-owned subsidiary of Parent (including the Rollover Stock), shares held in the treasury of Landry’s and shares owned by stockholders who perfect appraisal rights under applicable law) will be cancelled and converted automatically into the right to receive $14.75 per share in cash, without interest.

Upon the terms and subject to the conditions in the Merger Agreement, Merger Sub will merge with and into Landry’s with Landry’s being the surviving corporation (the “Merger”). As a result of the Merger, Landry’s will become a wholly-owned subsidiary of Parent and the Common Stock will be delisted from the New York Stock Exchange and may, except as otherwise provided by the terms of any debt financing obtained by Landry’s, be deregistered under the Securities Exchange Act of 1934, as amended. Consummation of the Merger is subject to the approval of Landry’s stockholders, including approval by the holders of a majority of the Common Stock not owned by Fertitta, and certain other customary closing conditions.

The Merger Agreement provides that, at the effective time of the Merger, Landry’s certificate of incorporation will be amended and restated as provided in the Merger Agreement and the bylaws of Merger Sub will become the bylaws of Landry’s, as the surviving corporation. In addition, the directors of Merger Sub immediately prior to the effective time of the Merger will become the directors of Landry’s, as the surviving corporation, and the officers of Landry’s will continue to serve as the officers of the surviving corporation. The business will continue to be run under the “Landry’s” name after the closing of the Merger.

Under the Merger Agreement, Fertitta agreed to vote all outstanding shares of Common Stock owned beneficially or of record by him and his affiliates in favor of the adoption of the Merger Agreement and the approval of the Merger and any actions required in furtherance thereof. In addition, Fertitta agreed to certain transfer restrictions with respect to his shares.

This summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Except as set forth in this Item 4, 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 13D.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and (b) are hereby amended and restated as follows:

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

Fertitta is the direct beneficial owner of 9,794,155 shares of Common Stock, including (i) options to acquire 900,000 shares of Common Stock which are immediately exercisable or will become exercisable within 60 days of the date hereof and (ii) 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 57.5% of the shares of Common Stock outstanding based on 16,142,551 shares of Common Stock outstanding as of November 3, 2009, as represented by Landry’s in the Merger Agreement.

CUSIP NO. 51508L 10 3

Parent may also be deemed to beneficially own 9,794,155 shares of Common Stock, including (i) options to acquire 900,000 shares of Common Stock which are immediately exercisable or will become exercisable within 60 days of the date hereof and (ii) 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, beneficially owned by Fertitta, as Fertitta has agreed to contribute such shares of Common Stock to Parent pursuant to the Equity Commitment Letter.

(b) NUMBER OF SHARES AS TO WHICH REPORTING PERSON HAS SOLE OR SHARED POWER TO VOTE OR DISPOSE:

Fertitta has 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 Common Stock beneficially owned by him.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is hereby amended to add the following:

On November 3, 2009, Parent, Merger Sub, Fertitta and Landry’s entered into the Merger Agreement, as defined and described in Items 3 and 4 above.

Also on November 3, 2009, Fertitta and Parent entered into the Equity Commitment Letter, as defined and described in Item 3 above.

On November 4, 2009, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of Landry’s, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following exhibits:

99.1

Agreement and Plan of Merger, dated as of November 3, 2009, by and among Parent, Merger Sub, Fertitta, solely for purposes of Section 7.10 and Article X, and Landry’s (incorporated by reference to Exhibit 2.1 of Landry’s Current Report on Form 8-K, filed November 4, 2009).

99.2

Equity Commitment Letter, dated November 3, 2009, by and between Fertitta and Parent.*

99.3

Joint Filing Agreement, dated November 4, 2009, by and between Fertitta and Parent.*

________________________

Filed herewith

CUSIP NO. 51508L 10 3

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

	November 4, 2009
	(Date)


	/s/ Tilman J. Fertitta
	Tilman J. Fertitta

FERTITTA GROUP, INC.


By:	/s/ Tilman J. Fertitta
	Name:	Tilman J. Fertitta
	Title:	Chief Executive Officer and President