<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
LANDRY'S SEAFOOD RESTAURANTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
STEVEN L. SCHEINTHAL
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $125.00
-------------------------------------------------
(2) Form, Schedule or Registration Statement No.: Preliminary Proxy
--------------------------
(3) Filing Party: Landry's Seafood Restaurants, Inc.
----------------------------------------------------------
(4) Date Filed: April 29, 1996
-------------------------------------------------------------
<PAGE>
[LANDRY'S LOGO APPEARS HERE]
May 17, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
which will be held on June 21, 1996, at 11:00 a.m., local time, at Willie G's
Restaurant, 1605 Post Oak Boulevard, Houston, Texas 77056.
The enclosed notice and proxy statement contain details concerning the
business to come before the meeting. You will note that the Board of Directors
of the Company recommends a vote "FOR" the election of six Directors to serve
terms of offices expiring at the 1997 Annual Meeting of Stockholders and "FOR"
the proposed amendment to the Company's Certificate of Incorporation. Please
sign and return your proxy card in the enclosed envelope at your earliest
convenience to assure that your shares will be represented and voted at the
meeting even if you cannot attend.
The Board of Directors and Management look forward to seeing you at the
Annual Meeting.
Very truly yours,
/s/ Tilman J. Fertitta
--------------------------------------
Tilman J. Fertitta
Chairman of the Board,
President and Chief Executive Officer
<PAGE>
LANDRY'S SEAFOOD RESTAURANTS, INC.
1400 POST OAK BLVD., SUITE 1010
HOUSTON, TEXAS 77056
___________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 21, 1996
___________________
Notice is hereby given that the Annual Meeting of Stockholders of Landry's
Seafood Restaurants, Inc. (the "Company") will be held at Willie G's Restaurant,
1605 Post Oak Boulevard, Houston, Texas 77056, on June 21, 1996, at 11:00 A.M.,
local time, for the following purposes:
1. To elect six directors to serve a term of office expiring at the 1997
Annual Meeting of Stockholders and until their successors shall have been
elected and qualified;
2. To consider and act upon the proposal to amend the Company's Certificate
of Incorporation to increase the number of authorized shares of Common Stock
$0.01 par value from 30,000,000 shares to 60,000,000 shares; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on April 26, 1996,
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at such meeting or any adjournment(s) thereof.
Only stockholders of record at the close of business on the Record Date are
entitled to notice of and to vote at such meeting. The stock transfer books
will not be closed. A list of stockholders entitled to vote at the Annual
Meeting will be available for examination during regular business hours at the
corporate office of the Company at 1400 Post Oak Blvd., Suite 1010, Houston,
Texas 77056, for 10 days prior to the Annual Meeting.
You are cordially invited to attend the meeting. WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING IN PERSON, HOWEVER, YOU ARE URGED TO MARK, SIGN, DATE, AND
MAIL THE ENCLOSED FORM OF PROXY PROMPTLY SO THAT YOUR SHARES OF STOCK MAY BE
REPRESENTED AND VOTED IN ACCORDANCE WITH YOUR WISHES, EVEN IF YOU CANNOT ATTEND,
AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED AT THE MEETING. IN
THE EVENT A STOCKHOLDER DECIDES TO ATTEND THE MEETING, HE OR SHE MAY, IF SO
DESIRED, REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Steven L. Scheinthal
-------------------------------
Steven L. Scheinthal, Secretary
DATED: May 17, 1996
1
<PAGE>
LANDRY'S SEAFOOD RESTAURANTS, INC.
1400 POST OAK BLVD., SUITE 1010
HOUSTON, TEXAS 77056
___________________
PROXY STATEMENT
___________________
This Proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of the Company for use at the Annual
Meeting of Stockholders (the "Meeting") of Landry's Seafood Restaurants, Inc., a
Delaware corporation (the "Company"), to be held on June 21, 1996 at 11:00 A.M.,
local time, at Willie G's Restaurant, 1605 Post Oak Boulevard, Houston, Texas
77056, and any adjournment thereof. The Notice of Annual Meeting, this
statement and the accompanying proxy, together with the Company's Annual Report
to Stockholders for the year ended December 31, 1995, are first being sent to
stockholders on or about May 17, 1996.
The close of business on April 26, 1996, has been fixed as the Record Date
for the determination of stockholders entitled to notice of and to vote at the
Meeting. At that date, the Company had outstanding 18,204,220 shares of Common
Stock, $.01 par value ("Common Stock"), each of which will be entitled to one
vote.
The cost of soliciting proxies will be borne by the Company. Copies of
solicitation material may be furnished to brokers, custodians, nominees and
other fiduciaries for forwarding to beneficial owners of Common Stock, and
normal handling charges may be paid for such forwarding service. Solicitation
of proxies may be made by mail, personal interview, telephone and facsimile by
officers and other management employees of the Company, who will receive no
additional compensation for their services.
The election of directors will be determined by a plurality of the votes
cast if a quorum is present and voting, and the amendment to the Certificate of
Incorporation must be approved by a majority of all outstanding shares voting
for the amendment. Otherwise, an affirmative vote of a majority of shares
present and voting at the Meeting is required for approval of all items being
submitted to the stockholders for their consideration. The Board of Directors,
however, does not anticipate calling for a vote on any matter other than those
described above. A majority of the outstanding shares of Common Stock,
represented in person or by proxy will constitute a quorum at the Meeting.
Abstentions and broker non-votes are each included in the determination of
the number of shares present and voting for purposes of determining the presence
of a quorum. Each is tabulated separately. A proxy submitted by a stockholder
may indicate that all or a portion of the shares represented by such proxy are
not being voted by such stockholder with respect to a particular matter. This
may occur, for example, when a broker is not permitted to vote stock held in
street name on certain matters in the absence of instructions from the
beneficial owner of the stock. The shares subject to any such proxy which are
not being voted with respect to a particular matter (the "Non-Voted Shares")
will be treated as shares not present and entitled to vote on such matter,
although such shares may be considered present and entitled to vote for other
purposes and will count for purposes of determining the presence of a quorum.
Shares voted to abstain as to a particular matter will not be considered Non-
Voted Shares. Thus, since the election of directors requires a plurality of the
shares of Common Stock present in person or by proxy at the Meeting and entitled
to vote on such matter, Non-Voted Shares and abstentions will not affect the
outcome of the election of directors. Approval of the proposal to amend the
Company's Certificate
1
<PAGE>
of Incorporation requires the affirmative vote of a majority of the outstanding
shares of Common Stock entitled to vote on the amendment. Thus, Non-Voted Shares
and abstentions with respect to the proposal to amend the Company's Certificate
of Incorporation have the legal effect of a vote against such proposal.
PROPOSAL I - ELECTION OF DIRECTORS
The number of directors has been fixed by the Board of Directors at six,
pursuant to the By-laws of the Company. The Board of Directors currently
consists of six members each of which is standing for re-election. At the
meeting, the Common Stock represented by proxies, unless otherwise specified,
will be voted for the election of the six nominees hereinafter named. Each
nominee will serve until the 1997 Annual Meeting of the Company's stockholders
or until their respective successors are duly elected and qualified. A
plurality of shares present at the Meeting cast in favor of a nominee is
required for the election of each of the nominees listed below. Each of the
nominees is currently a director of the Company.
Although the Board of Directors does not contemplate that any of the
nominees will be unable to serve, if such a situation arises prior to the
Meeting, the persons named in the enclosed form of Proxy will vote in accordance
with their best judgment for a substitute nominee.
The following information is set forth with respect to the persons
nominated for election as a director.
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
<TABLE>
<CAPTION>
Director Term
Name Age Since- Expires
- ----------------------------- --- -------- -------
<S> <C> <C> <C>
Tilman J. Fertitta/(1)(3)/ 38 1993 1996
E.A. "Al" Jaksa, Jr./(3)/ 49 1993 1996
Steven L. Scheinthal/(3)/ 34 1993 1996
Paul S. West/(3)/ 37 1994 1996
James E. Masucci/(1)(2)(4)/ 63 1993 1996
Joe Max Taylor/(1)(2)(4)/ 63 1993 1996
</TABLE>
_________________
/(1)/ Member of Audit Committee
/(2)/ Member of Compensation Committee
/(3)/ Member of Executive Committee/
/(4)/ Member of Stock Option Committee
MR. FERTITTA has served as President and Chief Executive Officer of the
Company since 1987. In 1988, he became the controlling stockholder and assumed
full responsibility for all of the Company's operations. Prior to serving as
President and Chief Executive Officer of the Company, Mr. Fertitta devoted his
full time to the control and operation of a hospitality and development company.
Mr. Fertitta is a director of the Mobil Cotton Bowl, an advisory director of the
Houston Rockets National Basketball
2
<PAGE>
Association team and serves on the boards of the Variety Club, Houston Livestock
Show and Rodeo, Crohn's and Colitis Foundation, the Better Business Bureau of
Houston, and the Childress Foundation.
MR. JAKSA has served as the Executive Vice President and Chief Operating
Officer of the Company since 1988. His primary responsibilities are new site
selection, lease negotiations and restaurant construction and development.
Before joining the Company, Mr. Jaksa served as President of Richmark Bancshares
in Houston, Texas for five years. Mr. Jaksa is a licensed real estate broker in
Texas and has owned and operated his own real estate firm and construction
company.
MR. SCHEINTHAL has served as Vice President of Administration, General
Counsel and Secretary to the Company since September 1992. He devotes a
substantial amount of time to lease and contract negotiations and is primarily
responsible for the Company's compliance with all federal, state and local
ordinances. Prior to joining the Company, he was a partner in the law firm of
Stumpf & Falgout in Houston, Texas. Mr. Scheinthal represented the Company for
approximately five years before joining the Company. He has been licensed to
practice law in the state of Texas since 1984.
MR. WEST has served as Vice President-Finance and Chief Financial Officer
of the Company since June 1993. Prior to joining the Company, Mr. West was a
senior manager at Deloitte & Touche and a leader of their
Restaurant/Entertainment Advisors Group in Dallas, Texas. He was responsible
for numerous restaurant audits and consulting engagements and performed the
annual restaurant industry operations survey and study on behalf of the National
Restaurant Association and many state restaurant associations. Mr. West had
been engaged in public accounting and auditing since 1981, and a certified
public accountant since 1983.
MR. MASUCCI has been employed by Capital Cities/ABC since 1956. He
presently serves as President and General Manager of KTRK-TV, an owned station
of Capital Cities/ABC in Houston, Texas, a position he has held since August
1990. Prior to serving as President, Mr. Masucci served in various executive
positions with KTRK-TV and has served as Division Vice President and Vice
President of the Broadcast Division of Capital Cities/ABC.
MR. TAYLOR is a director and member of the Executive Committee of American
National Insurance Company, a publicly traded insurance company. He also serves
on the Board and Audit Committee of the Transitional Learning Center of
Galveston and is President and a member of the Executive Committee of Moody
Gardens, Inc., which operates a public resort and entertainment facility in
Galveston, Texas. Mr. Taylor is also the chief law enforcement administrator
for Galveston County, Texas and serves on the Galveston County Pre-Trial Board
as well as the Board of Directors of Harbourview Care Center.
There were four meetings of the Board of Directors held during the 12
months ended December 31, 1995. All of the Board members attended 75% or more
of the meetings of the Board and committees of the Board on which they were
members.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" EACH NOMINEE
FOR THE BOARD OF DIRECTORS.
EXECUTIVE OFFICERS
- ------------------
In addition to Messrs. Fertitta, Jaksa, Scheinthal and West, for which
information is provided above, the following persons are executive officers of
the Company:
3
<PAGE>
<TABLE>
<CAPTION>
Name Age Position
- ------------------ --- ---------------------------------------
<S> <C> <C>
Richard E. Ervin 40 Vice President of Restaurant Operations
Sarah A. Veach 36 Controller of Restaurant Operations
</TABLE>
Mr. Ervin has served as Vice President of Restaurant Operations since 1991.
Prior to that time, he was the Vice-President of Internal Controls and Director
of Beverage Operations. He has 15 years of experience in high volume, multi-unit
food and beverage operations. His experience includes new restaurant development
and employee training programs.
Ms. Veach has served as Controller of Restaurant Operations since January
1990. Prior to joining the Company in 1989 as an accountant, she worked as
controller for American General Investment Corp. and as a tax associate for the
accounting firm of Coopers & Lybrand L.L.P.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has an Executive Committee, an Audit Committee, a Compensation
Committee, and a Stock Option Committee. The Executive Committee has and may
exercise all of the authority of the Board of Directors with respect to the
management of the Company's business, except with respect to certain specified
matters that by law, the Certificate of Incorporation or By-laws must be
approved by the entire Board of Directors. The Executive Committee met 14 times
during 1995. All actions taken by the Executive Committee were ratified
unanimously by the full Board of Directors. The Audit Committee is responsible
for (i) reviewing the scope of, and the fees for, the annual audit, (ii)
reviewing with the independent accountants the corporate accounting practices
and policies and recommending to whom reports should be submitted within the
Company, (iii) reviewing with the independent accountants their final report,
(iv) meeting with internal and independent accountants during the year for
consultation purposes, and (v) being available to the independent accountants
during the year for consultation purposes. The Audit Committee met on one
occasion in 1995. The Compensation Committee determines the compensation of the
officers of the Company and performs other similar functions. The Compensation
Committee met one time in 1995. The Stock Option Committee grants options under
the Company's Stock Option Plans and also determines whether additional options
should be granted to deserving key employees. The Stock Option Committee met on
four occasions in 1995. The Company does not have a nominating committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is or has been an officer or
employee of the Company or any of its subsidiaries or had any relationship
requiring disclosure pursuant to Item 404 of the SEC Regulation S-K. No
executive officer of the Company served as a member of the compensation
committee (or other board committee performing similar functions or, in the
absence of any such committee, the entire Board of Directors) of another
corporation, one of whose executive officers served on the Compensation
Committee. No executive officer of the Company served as a director of another
corporation, one of whose executive officers served on the Compensation
Committee. No executive officer of the Company served as a member of the
Compensation Committee (or other board committee
4
<PAGE>
performing equivalent functions or, in the absence of any such committee, the
entire Board of Directors) of another corporation, one of whose executive
officers served as a director of the Company.
COMPENSATION OF DIRECTORS
Directors of the Company who are not executive officers receive Director's
fees of $18,000 per year, plus the expenses incurred by them on behalf of the
Company. Each non-employee director has received stock options to acquire
12,000 shares of Common Stock under the Director's Plan. The Director's Plan
provides for the granting of nonqualified stock options to non-employee
directors of the Company. Pursuant to the Director's Plan, 80,000 shares of
Common Stock are reserved for issuance to eligible non-employee directors of the
Company or its subsidiaries. The Director's Plan is administered by the
President of the Company and requires that the purchase price under each option
must not be less than 100% of the fair market value (as defined in the
Director's Plan) of the Common Stock at the time of the grant of the option.
Full payment for shares purchased upon exercise of an option must be made at the
time of exercise and no shares may be issued until full payment is made.
Options granted pursuant to the Director's Plan generally vest in five
installments beginning no earlier than the first anniversary of the date of
grant, and the options expire 10 years from the grant date. The Director's Plan
provides that an option agreement may include a provision for permitting an
optionee the right to deliver previously owned shares of Common Stock in partial
or full payment for shares to be purchased upon exercise of an option. Pursuant
to the Director's Plan, each non-employee director initially received an option
to purchase 10,000 shares of Common Stock at $6 per share and received an option
to purchase 10,000 shares at $19.75 per share upon their re-election in 1995.
In 1995, the Director's Plan was amended to provide that each non-employee
director who received a grant of an option on the date such person was elected
as director would receive an additional option in the amount of 2,000 shares
each time such person was re-elected for an additional term as director.
COMPLIANCE WITH SECTION 16(A)
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and holders of more than 10% of the
Common Stock to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of Common Stock. The Company
believes, based solely on a review of the copies of such reports furnished to
the Company and written representations, that no other reports were required and
that during the preceding fiscal year all of the Company's directors, officers
and holders of more than 10% of its Common Stock complied with all Section 16(a)
filing requirements.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of the Record Date certain information
regarding the beneficial ownership of the Company's Common Stock by (a) each
person known to the Company to own beneficially more than five percent of the
outstanding shares of the Company's Common Stock, (b) each director of the
Company, (c) each executive officer named in the Summary Compensation Table
below, and (d) all executive officers and directors of the Company as a group.
Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to the shares beneficially owned. The address of
each of Messrs. Fertitta, Jaksa, Scheinthal, West, Ervin, Masucci and Taylor is
1400 Post Oak Blvd., Suite 1010, Houston, Texas 77056.
<TABLE>
<CAPTION>
Shares Beneficially Owned
-----------------------------
Name of Beneficial Owner Number Percent
------------------------ ------ -------
<S> <C> <C>
Tilman J. Fertitta/(1)/ 4,800,000 26.1%
E. A. Jaksa, Jr/(1)/. 72,500 *
Steven L. Scheinthal/(1)/ 28,500 *
Paul S. West 44,500 *
James E. Masucci/(1)/ 4,000 *
Joe Max Taylor -0- *
Richard E. Ervin/(1)/ 10,000 *
Putnam Investments, Inc./(2)/ 2,384,430 13.1%
The TCW Group, Inc./(3)/ 924,100 5.1%
Wellington Management Company/(4)/ 993,200 5.5%
All officers and directors as a
group/(1)/ (8 persons) 4,949,500 26.8%
</TABLE>
__________________________
* Less than 1%.
/(1) /Includes 200,000, 72,500, 27,500, 4,000 and 10,000 shares subject to
options which are, or become, exercisable within 60 days of the Record
Date.
/(2)/ The Company has been informed by Putnam Investments, Inc. ("Putnam") that
certain Putnam investment managers (together with their parent
corporations, Putnam and Marsh & McLennan Companies), are considered
"beneficial owners" in the aggregate of 2,384,430 shares, or 13.1%, of the
Company's Common Stock. Such shares were acquired for investment purposes
by such investment managers for certain of their advisory clients. The
information set forth in this table has been provided to the Company by
Putnam as reported on its Schedule 13G filed with the SEC. Putnam's
address is One Post Office Square, 10th Floor, Boston, Massachusetts 02109.
/(3)/ Based on a Schedule 13G filed in February 1996, The TCW Group, Inc.
("TCW") is considered "beneficial owner" in the aggregate of 924,100 shares
or 5.1% of the Company's Common Stock, although no Common Stock is held
directly by TCW. TCW's address is 865 South Figueroa Street, Los Angeles,
California 90017.
/(4)/ Based on Schedule 13G filed in February 1996, 993,200 shares of Common
Stock of the Company are owned by various investment advisory clients of
Wellington Management Company ("WMC") which is deemed beneficial owner of
shares only by virtue of direct or indirect investment and/or voting
discretion it possesses pursuant to the provisions of investment advisory
agreements with such clients. WMC's address is 75 State Street, Boston,
Massachusetts 02109.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth in summary, compensation paid by the Company
and its subsidiaries for the year ended December 31, 1995 to executive officers
of the Company whose cash compensation exceeded $100,000:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C>
Long Term
Compensation
Annual Compensation Awards
-------------------------------- ---------------------
Salary Bonus Securities Underlying
Name and Principal Position Year ($) ($) Options/SARS (#)/(2)/
- --------------------------- ---- ------- ------- ---------------------
Tilman J. Fertitta/(1)/ 1995 461,540 -0- 600,000
President and Chief 1994 448,084 100,000 -0-
Executive Officer 1993 384,462 75,000 -0-
E. A. "Al" Jaksa,Jr/(1)/. 1995 169,231 -0- 120,000
Executive Vice President 1994 148,077 100,000 150,000
and Chief Operating Officer 1993 112,019 100,000 200,000
Steven L. Scheinthal/(1)/ 1995 126,693 -0- 60,000
Vice President, Secretary 1994 118,694 50,000 40,000
and General Counsel 1993 107,500 23,000 100,000
Paul S. West/(1)/ 1995 117,694 -0- 60,000
Vice President-Finance and 1994 108,851 50,000 30,000
Chief Financial Officer 1993 51,153 22,000 66,000
Richard E. Ervin/(1)/ 1995 92,493 25,000 30,000
Vice President of Restaurant 1994 78,463 35,000 10,000
Operations 1993 52,570 2,000 40,000
- --------------------------
</TABLE>
/(1)/ These executive officers receive personal benefits in addition to salary.
However, the Company has concluded that the aggregate amount of such
personal benefits do not exceed the lesser of $50,000 or 10% of annual
salary and bonus reported for each such executive.
/(2)/ Reflects a 2-for-1 stock split in the form of a dividend in June 1995.
7
<PAGE>
The following table provides details regarding stock options granted in 1995
to executive officers named in the Summary Compensation Table. In addition, in
accordance with SEC rules, the hypothetical gains are shown that would exist for
the respective options based on assumed rates of annual compounded growth in the
stock price of 5% and 10% from the date the options were granted over the full
option term. The actual value, if any, an executive may realize will depend on
the spread between the market price and the exercise price on the date the
options are exercised.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term/ (3)/
- ---------------------------------------------------------------------------------------------- -------------------------
(a) (b) (c) (d) (e) (f) (g)
No of
Securities % of Total
Underlying Options
Options Granted to Employees Exercise or
Granted in Fiscal Base Price Expiration
Name (#) Year ($/Sh) Date 5% ($) 10% ($)
- ---- -------- ------------------- ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Tilman J. Fertitta/(2)(4)/ 600,000 45% 16.75 4-27-06 6,320,387 16,017,110
E. A. "Al" Jaksa, Jr./(1)(4)/ 120,000 9% 13.00 3-21-06 981,075 2,486,238
Steven L. Scheinthal/(1)(4)/ 60,000 4.5% 13.00 3-21-06 490,538 1,243,119
Paul S. West/(1)(4)/ 60,000 4.5% 13.00 3-21-06 490,538 1,243,119
Richard E. Ervin/(1)(4)/ 30,000 2.3% 13.00 3-21-06 245,269 621,559
All Stockholders/(4)(5)/ n/a n/a n/a n/a 501,804,456 798,916,015
===============================================================================================================================
</TABLE>
__________________________
/(1)/ Stock options issued in 1995 to executive officers were issued under the
1993 Stock Option Plan.
/(2)/ Stock options issued in 1995 were issued under the 1995 Landry's Seafood
Restaurants' Plan.
/(3)/ Potential gains are net of exercise price, but before taxes associated
with exercise. These amounts represent certain assumed rates of
appreciation only, based on the SEC's rules and are not intended to
forecast future price appreciation of the Common Stock of the Company. The
gains reflect a future value based upon growth at these prescribed rates.
The Company is not aware of any formula which will determine with
reasonable accuracy a present value based on future unknown or volatile
factors. Actual gains, if any, on the exercise of stock options are
dependent on the future performance of the Common Stock, overall market
conditions and the option holders' continued employment through the
vesting period. The amounts reflected in this table may not necessarily be
achieved .
/(4)/ Reflects a 2-for-1 stock split in the form of a dividend in June 1995.
/(5)/ The potential realizable gain to all stockholders (based on 18,050,520
shares outstanding and a fair market value of $17.06 per share on December
31, 1995 and 5% and 10% assumed annual rates of appreciation over a term
of ten years, commencing on January 1, 1996), is provided as a comparison
to the potential gain realized by the named executive officers at the same
assumed annual rates of stock appreciation.
8
<PAGE>
The following table shows the number of shares covered by both exercisable and
unexercisable stock options held by executive officers named in the Summary
Compensation Table at December 31, 1995. Also reported are the value for the
"in-the-money" options which represent the positive spread between the exercise
price of any such existing stock options and the price of the Common Stock as of
December 31, 1995.
AGGREGATED OPTIONS/SAR EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of unexercised
Number of unexercised in-the-money options
options at fiscal at fiscal year
year end end/(2)/
-------------------------- ----------------------
Value
Shares Acquired Realized/(2)/
Name on Exercise/(1)/ ($) Exercisable Unexercisable Exercisable Unexercisable
---- ---------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Tilman J. Fertitta ---- --- --- 600,000 --- $ 186,000
E.A. "Al" Jaksa, Jr. 20,000 221,200 --- 320,000 --- $1,700,800
Steven L. Scheinthal 16,250 179,725 --- 148,750 --- $ 970,919
Paul S. West 10,250 113,416 --- 120,750 --- $ 731,099
Richard E. Ervin 10,000 110,650 --- 70,000 --- $ 318,575
====================================================================================================================================
</TABLE>
__________________________
(1) Reflects a 2-for-1 stock split in the form of a dividend in June 1995.
(2) The values were determined on the basis of the closing Common Stock price
of $17.06 on December 31, 1995, and equals the aggregate amount by which
the market value of the option shares exceeded the exercise price of
outstanding options.
EMPLOYMENT AGREEMENT
The Company and Tilman J. Fertitta are parties to an Employment Agreement
(the "Employment Agreement") pursuant to which Mr. Fertitta has agreed to serve
as President and Chief Executive Officer of the Company to December 31, 1996,
and is subject to automatic three-year extensions. The Employment Agreement
provides that Mr. Fertitta will devote substantially all of his time and
attention to the business and affairs of the Company and will receive, among
other things, an annual base salary in the amount of, no less than $425,000,
annual cash bonuses in amounts determined by the Board of Directors and the
inclusion of Mr. Fertitta in all plans and programs of the Company made
available to the Company's executives and other salaried employees generally,
including group life insurance, accidental death and dismemberment insurance,
hospitalization, long-term disability, vacations and holidays. Mr. Fertitta
will also be entitled to life insurance and certain other benefits and
perquisites in addition to those made available to the Company's management
generally, including use of a Company automobile, and certain club memberships.
In the event Mr. Fertitta's employment is terminated as a result of his
death or disability (as defined in the Employment Agreement), he, or his legal
representative, will receive, among other
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payments, all amounts owed under his Employment Agreement as of the date of his
death or disability. In the event Mr. Fertitta's employment is terminated (i) by
him other than for Good Reason (as defined in the Employment Agreement) or (ii)
by the Company for Cause (as defined in the Employment Agreement), Mr. Fertitta
will receive all amounts owed to him under his Employment Agreement as of the
date of termination. In the event Mr. Fertitta's employment is terminated (i) by
the Company other than for Cause or (ii) by Mr. Fertitta for Good Reason
(including the Company's failure to perform certain material obligations under
the Employment Agreement, material reduction in Mr. Fertitta's responsibilities,
and Change of Control, as defined in the Employment Agreement), Mr. Fertitta
will receive a lump sum payment equal to the full amount payable under the
Employment Agreement. The Employment Agreement provides that during the period
ending two years after the expiration of its term, Mr. Fertitta will not compete
with the Company in the seafood restaurant business.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
In August 1993, the Board of Directors established a Compensation Committee
to review and approve the compensation levels of members of management, evaluate
the performance of management, consider management succession and consider any
related matters for the Company. The Committee is charged with reviewing with
the Board of Directors in detail all aspects of compensation for the executive
officers of the Company.
The philosophy of the Company's compensation program is to employ, retain
and reward executives capable of leading the Company in achieving its business
objectives. These objectives include creating and then preserving strong
financial performance, increasing the assets of the Company, positioning the
Company's assets and business operations in geographic markets and industry
segments offering long-term growth opportunities, enhancing stockholder value
and ensuring the survival of the Company. The accomplishment of these
objectives is measured against conditions prevalent in the industry within which
the Company operates. In recent years these conditions reflect a highly
competitive market environment and rapidly changing regional geographic and
overall industry market conditions.
The available forms of executive compensation include base salary, cash
bonus awards and incentive stock options. Performance of the Company is a key
consideration. The Company's compensation policy recognizes, however, that
stock price performance is only one measure of performance and, given industry
business conditions and the long term strategic direction and goals of the
Company, it may not necessarily be the best current measure of executive
performance. Therefore, the Company's compensation policy also gives
consideration to the Company's achievement of specified business objectives when
determining executive officer compensation. An additional objective of the
Compensation Committee has been to reward executive officers with equity
compensation in addition to salary in keeping with the Company's overall
compensation philosophy, which attempts to place equity in the hands of its
employees in an effort to further instill stockholder considerations and values
in the actions of all the employees and executive officers.
Compensation paid to executive officers is based upon a Company wide salary
structure consistent for each position relative to its authority and
responsibility compared to industry peers. Stock option awards in fiscal 1995
were used to reward executive officers and to retain them through the potential
of capital gains and equity buildup in the Company. The number of stock options
granted is determined by the subjective evaluation of the executive's ability to
influence the Company's long term growth and profitability. The Board of
Directors believes the award of options represents an effective incentive to
create value for the stockholders.
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The Compensation Committee considered a number of factors in approving the
CEO's compensation for 1995. In addition to stock price performance, the
factors considered by the Compensation Committee included an evaluation of CEO
compensation levels for other comparable companies in the industry, the
achievement of specified business objectives during the prior fiscal year,
including increasing the number of Company restaurants, improving revenues,
income and operating cash flow, and that he capably managed the Company's growth
as a publicly held company. Based on these considerations, a fiscal 1995 salary
level of $461,540 was judged by the Compensation Committee to be fair and
appropriate for the most senior executive officer of the Company taking into
account the level of salary compensation paid to other officers of the Company
and in comparison to the CEO's industry peers. During fiscal 1995, the
Company's revenues and operating cash flows increased significantly. In
addition, the Company's stock price increased from the initial public offering
price of $6 per share in August 1993 to $17.06 per share as of December 31,
1995, an increase of 184%.
COMPENSATION COMMITTEE
James E. Masucci
Joe Max Taylor
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Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following Performance
Graph and the previous Report of the Compensation Committee of Landry's Seafood
Restaurants, Inc. on Executive Compensation shall not be incorporated by
reference into any such filings.
PERFORMANCE GRAPH
The following line graph compares the Company's cumulative total
stockholder return with the cumulative total stockholder return of the Dow Jones
Equity Market Index and the Dow Jones Restaurant Index since the Company's
initial public offering on August 18, 1993, assuming in each case an initial
investment of $100 on August 18, 1993:
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
LANDRY'S SEAFOOD RESTAURANTS, INC., DOW JONES
EQUITY MARKET INDEX, AND DOWN JONES RESTAURANT INDEX
[CHART APPEARS HERE]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
08/18/93 12/31/93 12/31/94 12/31/95
Dow Jones Equity 100 102 100 134
Dow Jones 100 104 98 139
Restaurant
Landry's Seafood 100 200 236 284
Restaurants, Inc.
- -----------------------------------------------------------
</TABLE>
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PROPOSAL II - AMENDMENT TO CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES
The Board of Directors proposes an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
30,000,000 to 60,000,000 shares. At the Record Date, there were 18,204,220
shares of Common Stock issued and outstanding and an additional 2,751,520 shares
of Common Stock were reserved for future issuance upon the exercise of stock
options issued by the Company. At the Record Date, there were approximately
9,044,260 shares of Common Stock available for general corporate purposes
including future financing and corporate actions involving Common Stock such as
stock splits, stock dividends, mergers, acquisitions, etc. If the proposed
amendment to the Certificate of Incorporation is adopted there will be available
for issuance by the Company authorized and unreserved shares of Common Stock.
On April 18, 1996, the Company announced a proposed merger with the Bayport
Restaurant Group, Inc. pursuant to which the Company will issue approximately
2.03 million shares of Common Stock to holders of Bayport Common Stock and will
reserve for issuance approximately 700,000 shares of Common Stock for conversion
or the exercise of Bayport preferred stock, options and warrants. There is no
assurance such merger will be consummated. The Company has no other plans,
understandings, or agreements for the issuance or use of the additional shares
of Common Stock proposed to be authorized. However, the Board of Directors
believes that the proposed increase in the number of authorized shares of Common
Stock is desirable in order to enable the Company, as the need may arise, to
take prompt advantage of market conditions and to enhance the Company's
flexibility in connection with possible future actions, such as stock splits,
stock dividends, financings, investment opportunities, acquisitions, use in
employee benefit plans, or other corporate purposes. However, stockholders
should note that the issuance of shares for any of these corporate purposes
could have the effect of diluting the current stockholder's interest in the
Company.
Unless required by applicable laws or regulations, no further authorization by
vote of stockholders will be solicited for the issuance of the additional shares
of Common Stock. This proposed amendment is not intended to have an anti-
takeover effect. However, stockholders should note that the availability of
additional shares of Common Stock could make any attempt to gain control of the
Company or the Board of Directors more difficult, costly, or time-consuming.
Under certain circumstances, the Board of Directors could create voting
impediments or frustrate persons seeking to effect a takeover or otherwise gain
control of the Company, by causing such shares to be issued to a holder or
holders who might side with the Board of Directors in opposing a takeover bid
that the Board of Directors determines is not in the best interests of the
Company and its stockholders.
The adoption of this amendment to the Certificate of Incorporation will
require the affirmative vote of a majority of the outstanding shares of Common
Stock. As of the Record Date, officers and directors of the Company owned, in
the aggregate, 4,645,500 shares or 25.3% of the outstanding shares of Common
Stock. Such officers and directors have informed the Company that they will
vote their shares for the proposed amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSAL TO
AMEND THE CERTIFICATE OF INCORPORATION OF THE COMPANY TO INCREASE THE NUMBER OF
AUTHORIZED SHARES.
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CERTAIN TRANSACTIONS
The policy of the Company is, to the extent practicable, to avoid transactions
(except those which are employment related) with officers, directors, and
affiliates. In any event, any such transactions will be entered into on terms
no less favorable to the Company than could be obtained from third parties, and
such transactions will be approved by a majority of the disinterested directors
of the Company.
The Company was incorporated in June 1993 to acquire all of the equity
interest of certain corporate and partnership entities (the "Predecessor
Subsidiaries"). Prior to the reorganization, Mr. Fertitta owned 100% of the
aggregate outstanding common stock and/or partnership interests, as applicable,
of the Predecessor Subsidiaries. Under the terms of the reorganization, Mr.
Fertitta exchanged his interest in the Predecessor Subsidiaries for 8,400,00
shares of Common Stock, 1,400,000 of which were sold pursuant to the initial
public offering. Pursuant to a Common Stock offering in March 1994, Mr.
Fertitta sold 1,210,000 shares of Common Stock and he sold a further 1,190,000
shares in another Common Stock offering in April and May 1995. As of the Record
Date, Mr. Fertitta owned approximately 25.39% of the outstanding shares of
Common Stock.
At various times, Mr. Fertitta has personally guaranteed a portion of the
Company's borrowings. Mr. Fertitta has also guaranteed the obligations of the
Company under certain of the Company's leases.
Effective January 1, 1996, the Company entered into a Consulting Service
Agreement (the "Agreement") with Fertitta Hospitality, Inc. ("Fertitta
Hospitality"), which is jointly owned by Mr. Fertitta and his wife. Pursuant to
the Agreement, the Company provides limited consulting services to Fertitta
Hospitality with respect to management and operational matters, administrative
and personnel matters, and matters relating to construction and renovation of
hotel projects which may be operated by Fertitta Hospitality. The Company
receives a consulting fee of $2,500 per month under the Agreement plus the
reimbursement of all out-of-pocket expenses and such additional compensation as
may be agreed upon. The Agreement provides for a one-year term which is
automatically renewed unless either party terminates the Agreement upon 30 days
written notice to the other party.
The foregoing transactions were entered into between related parties and were
not the result of arms-length negotiations. Accordingly, the terms of these
transactions may have been more or less favorable to the Company than might have
been obtained from unaffiliated third parties. The Company believes that the
terms of each of the above transactions were at least as favorable to the
Company as those which could have been obtained in arm's-length transactions
with an unaffiliated party. Any future transactions with affiliated parties
will be approved by a majority of the Company's disinterested directors and will
be on terms no less favorable than those that the Company could obtain from
unaffiliated third parties.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants for the fiscal year ended
December 31, 1995, were, and for the fiscal year ending December 31, 1996, will
be the firm of Arthur Andersen LLP. It is expected that one or more
representatives of such firm will attend the Annual Meeting. Such
representatives will be given an opportunity to make statements at the Annual
Meeting, if they so desire, and are expected to be available to respond to
appropriate questions.
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<PAGE>
STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal at the 1997 Annual Meeting
of Stockholders for inclusion in the Proxy Statement and form of proxy relating
to that meeting is advised that the proposal must be received by the Company at
its principal executive offices not later than December 31, 1996. The Company
will not be required to include in its proxy statement or form of proxy a
stockholder proposal which is received after that date or which otherwise fails
to meet requirements for stockholder proposals established by regulations of the
Securities and Exchange Commission.
OTHER MATTERS
The solicitation of proxies is made by and on behalf of the Board of
Directors. The cost of the solicitation will be borne by the Company, including
the reasonable expenses of brokerage firms or other nominees for forwarding
proxy materials to beneficial owners. In addition to solicitation by mail,
proxies may be solicited by telephone, telegraph or personally. Proxies may be
solicited by directors, officers and employees of the Company without additional
compensation.
If the enclosed proxy is executed and returned, the shares represented thereby
will be voted in accordance with any specifications made by the stockholder. In
the absence of any such specification, they will be voted to elect the directors
as set forth under "Election of Directors" above and in favor of Proposal II.
The presence of a stockholder at the meeting will not operate to revoke
his/her proxy. A proxy may be revoked at any time insofar as it has not been
exercised by giving written notice to the Company or by voting in person at the
meeting.
If any other matters shall come before the meeting, the persons named in the
proxy, or their substitutes, will vote thereon in accordance with their
judgment. The Board of Directors does not know of any other matters which will
be presented for action at the meeting.
FORM 10-K
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING
SOLICITED, UPON REQUEST OF ANY SUCH PERSON, A COPY OF THE ANNUAL REPORT OF THE
COMPANY ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, BUT NOT THE EXHIBITS. REQUESTS FOR COPIES OF SUCH REPORT
SHOULD BE DIRECTED TO STEVEN L. SCHEINTHAL, SECRETARY, LANDRY'S SEAFOOD
RESTAURANTS, INC., 1400 POST OAK BOULEVARD, SUITE 1010, HOUSTON, TEXAS 77056.
COPIES OF ANY EXHIBIT TO THE FORM 10-K WILL BE FORWARDED UPON RECEIPT OF A
WRITTEN REQUEST THEREFORE ADDRESSED TO MR. SCHEINTHAL.
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<PAGE>
EACH STOCKHOLDER WHO DOES NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON IS
URGED TO EXECUTE THE PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
/s/ Steven L. Scheinthal
-----------------------------------
Steven L. Scheinthal
Secretary
May 17, 1996
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<PAGE>
LANDRY'S SEAFOOD RESTAURANTS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Tilman J. Fertitta, E.A. Jaksa, Jr., Paul S. West and Steven L. Scheinthal or
any of them, with power of substitution of each, are hereby authorized to
represent the undersigned at the Annual Meeting of Stockholders of Landry's
Seafood Restaurants, Inc., to be held at Willie G's Restaurant, 1605 Post Oak
Boulevard, Houston, Texas 77056, on June 21, 1996, at 11:00 a.m., and any
adjournment thereof, and to vote the number of shares which the undersigned
would be entitled to vote if personally present.
To vote in accordance with the Board of Directors' recommendations just sign
the reverse side; no boxes need be checked.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<TABLE>
<S> <C> <C> <C>
A[X]PLEASE MARK YOUR |
VOTES AS IN THIS |___
EXAMPLE
FOR WITHHELD NOMINEES: Tilman J. Fertitta FOR AGAINST ABSTAIN
A. ELECTION [ ] [ ] E. A. "Al" Jaksa, Jr. 2. Proposal to amend Certificate [ ] [ ] [ ]
OF Steven L. Scheinthal of Incorporation to increase
DIRECTORS Paul S. West authorized shares.
For all nominees except as noted below: James E. Masucci 3. In their discretion, upon such
Joe Max Taylor other matters as properly may
come before the meeting.
PLEASE DO NOT FOLD OR MUTILATE THIS CARD
[ ]___________________________________ THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
DIRECTED. IF NO CONTRARY INSTRUCTION IS GIVEN, THE SHARES
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES, AND FOR
PROPOSAL 2. ON ANY OTHER MATTERS THAT MAY COME
BEFORE THE MEETING, THE PROXY WILL BE VOTED IN DISCRETION
OF THE ABOVE-NAMED PERSON.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS TO THE LEFT.
SIGNATURE_________________________ DATE_______________ SIGNATURE__________________________ DATE________________
SIGNATURE IF HELD JOINTLY
Note: Please sign exactly as name appears. Joint owners should each sign. Executor, Administrator, or Guardian, please give
full title as such. If owner is a corporation, please sign with the full corporation name by duly authorized officer
or officers.
</TABLE>
