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FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NUMBER 333-8401
PROSPECTUS
583,582 SHARES
LANDRY'S SEAFOOD RESTAURANTS, INC.
COMMON STOCK
Landry's Seafood Restaurants, Inc. (the "Company") is offering hereby shares
of its common stock, $0.01 par value per share (the "Common Stock"), issuable
upon conversion into Common Stock of the Company's convertible preferred
stock, $0.01 par value per share (the "Preferred Stock"), shares of Common
Stock issuable upon exercise of warrants (the "Bayport Warrants") of Bayport
Restaurant Group, Inc. ("Bayport") to purchase shares of Common Stock and
shares of Common Stock issuable upon the exercise of stock options (the
"Bayport Stock Options"). See "Recent Developments." The Common Stock is
traded on the Nasdaq National Market under the symbol "LDRY". On August 15,
1996, the last sale price of the Common Stock as reported by the Nasdaq
National Market was $23 9/16 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 HEREOF FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON
STOCK OFFERED HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The date of this Prospectus is August 19, 1996.
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AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). The reports and other information filed by the
Company with the Commission can be inspected and copied at the Public
Reference Facilities maintained by the Commission, Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission, 14th Floor, Seven World Trade Center, New York, New
York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material may be obtained from the Commission upon payment of
the charges prescribed by the Commission. The Company's Common Stock is traded
on the Nasdaq National Market. The foregoing material also should be available
for inspection at the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission, a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act") with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement and the exhibits and schedules thereto. For
further information with respect to the Company and the Common Stock,
reference is made to the Registration Statement and the exhibits and schedules
filed as a part thereof. Statements made in this Prospectus as to the contents
of any contract or any other document referred to are not necessarily
complete, and, in each instance, reference is made to the copy of such
contract or documents filed as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference to such
exhibit. The Registration Statement, including exhibits and schedules thereto,
may be inspected without charge at the public reference facilities maintained
by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's Regional Offices at 14th Floor,
Seven World Trade Center, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60621. Copies of the Registration
Statement and the exhibits and schedules thereto may be obtained from the
Commission at such offices upon payment of the charges prescribed by the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission under the
Exchange Act, are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1995.
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
July 21, 1993.
(c) The Company's current report on Form 8-K dated April 24, 1996.
(d) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 31, 1996
(e) The Company's current reports, on Form 8-K dated May 16, 1996 and
August 9, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the shares offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
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The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents which are not specifically incorporated by
reference in such documents). Written request for such copies should be
directed to Mr. Steven L. Scheinthal, Vice President-Administration and
Secretary, 1400 Post Oak Blvd., Houston, Texas 77056, telephone number (713)
850-1010.
RISK FACTORS
In addition to the other information contained in this Prospectus and
incorporated herein by reference, prospective investors should carefully
consider the following factors in evaluating an investment in the shares of
Common Stock offered by this Prospectus.
GROWTH
The Company has pursued an accelerated expansion strategy since 1990. On
April 18, 1996, the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which a wholly-owned subsidiary of the Company
would merge with and into Bayport, resulting in Bayport becoming a wholly-
owned subsidiary of the Company (the "Merger"). On August 9, 1996, the Company
consummated the Merger and acquired Bayport. The Company will continue to
consider other possible strategic acquisitions. As of the beginning of 1995,
the Company planned to open approximately 26 restaurants during 1995 and 1996.
As of April 16, 1996, all of such restaurants had been opened. The Company's
current development plan is to be operating approximately 75 restaurants by
December 31, 1997 (excluding restaurants acquired pursuant to the Merger).
There can be no assurance that the new and acquired restaurants will perform
in accordance with management's expectations, or that the Company will not
encounter unanticipated problems or liabilities in connection with the new
restaurants. Many of its new restaurants will be in geographic markets in
which the Company has limited or no previous operating experience. There can
be no assurance that the Company will be successful in opening the number of
restaurants anticipated in a timely manner, or that, if opened, those
restaurants will be operated profitably. Further, there can be no assurance
that the Bayport restaurants and other operations acquired by the Company
pursuant to the Merger can be operated profitably by the Company.
The Company's ability to expand the number of its restaurants will depend
upon a number of factors, including the selection and availability of suitable
restaurant sites, the negotiation of acceptable lease or purchase terms, the
securing of required governmental permits and approvals, the adequate
supervision of construction, the hiring, training, and retaining of skilled
management and other personnel, the availability of adequate financing,
general economic conditions, and other factors, many of which are beyond the
control of the Company. The Company's approach to opening new restaurants has
been to control its required investment by developing its own in-house
construction and development capabilities as general contractor and to lease a
substantial number of its restaurant sites. The Company currently anticipates
that it will continue to purchase in fee a number of its new restaurant
locations, which are expected to be more costly than leased locations. In view
of its planned growth, increased competition for sites and inherent
uncertainties of construction costs, there can be no assurance that the
Company's required net investment for leased or fee owned units will not be
higher in the future.
Since 1989, the Company has experienced rapid growth in revenues, restaurant
level profit, and net income. In view of its limited operating history, the
Company remains vulnerable to a variety of business risks generally associated
with young, rapidly growing companies. Failure to continue to upgrade
operating and financial controls and systems or unexpected difficulties
encountered during expansion could adversely affect the Company's business,
financial condition, and results of operation. Although the Company believes
that its systems and controls are adequate to address its current needs, there
can be no assurance that such systems and controls will be adequate to sustain
future growth.
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RISKS ASSOCIATED WITH THE MERGER
Uncertainty as to Future Financial Results. The Company believes that the
Merger will offer opportunities for long-term efficiencies in operations that
should positively affect future operating results of the combined operations
of the Company and Bayport. However, the combined companies will be more
complex and diverse than the Company individually, and the combination and
continued operation of their distinct business operations will present
difficult challenges for the Company's management due to the increased time
and resources required in the management effort. While management and the
Board of Directors of the Company believe that the combination can be effected
in a manner which will realize the value of the two companies, management has
no experience in combinations of this size.
Following the Merger, in order to maintain and increase profitability, the
combined companies will need to successfully integrate and streamline
overlapping functions. The Company and Bayport have different systems and
procedures in many operational areas which must be rationalized and
integrated. There can be no assurance that integration will be successfully
accomplished. The difficulties of such integration may be increased by the
necessity of coordinating geographically separate organizations. The
integration of certain operations following the Merger will require the
dedication of management resources which may temporarily distract attention
from the day-to-day business of the combined companies. Failure to effectively
accomplish the integration of the two companies' operations could have an
adverse effect on the Company's results of operations and financial condition.
Merger Expenses. Transaction costs relating to the negotiation of,
preparation for, and consummation of the Merger and the anticipated
combination of certain operations of the Company and Bayport are expected to
result in a one-time charge to the Company's earnings. Although it will not be
feasible to determine the actual amount of the charge until the operational
and transaction plans are completed, management of the Company believes that
the charge will be in excess of $10.0 million before taxes, although such
amount may be increased by unanticipated additional costs or expenses incurred
in connection with, or caused by, the Merger. This charge, the actual amount
of which will be based, in part, on future developments arising from the
change of control of Bayport, is expected to include the estimated costs
associated with workforce reductions, contractual payment obligations and
other restructuring activities, fees and expenses payable to financial
advisors, legal fees and other transaction expenses related to the Merger.
This charge to earnings will be recorded primarily in the third quarter of
1996, the quarter in which the Merger was consummated. In addition, there can
be no assurance that the Company will not incur additional charges in
subsequent quarters to reflect costs associated with the Merger and the
integration of the Company's and Bayport's operations.
Dilution. Pursuant to the Merger, the Company has become obligated to issue
additional shares of Common Stock following the Merger upon conversion of the
Preferred Stock as well as upon exercise of Bayport Options and Bayport
Warrants. The Company would be obligated to issue approximately 583,582
additional shares of Common Stock upon the conversion of Preferred Stock
issuable in the Merger and upon exercise of Bayport Options and Bayport
Warrants. This aggregate amount of shares of Common Stock issuable in
connection with the Preferred Stock, the Bayport Warrants, and the Bayport
Options would represent approximately 2.3% of the number of shares of Common
Stock outstanding immediately after the Merger (and prior to any exercise of
the Bayport Options or Bayport Warrants and any conversion of the Preferred
Stock).
Shares Eligible for Public Sale. Sales of substantial amounts of Common
Stock in the public market after the consummation of the Merger could
adversely affect prevailing market prices. The 1,865,796 shares of Common
Stock issued in the Merger in exchange for Bayport's common stock are eligible
for immediate sale in the public market, subject to certain limitations under
the Securities Act, applicable to affiliates of Bayport. In addition,
approximately 369,920 shares of Common Stock issuable upon the exercise of
Bayport Options, 127,935 shares of Common Stock issuable upon exercise of
Bayport Warrants and 85,727 shares of Common Stock issuable upon conversion of
the Preferred Stock are eligible for immediate resale pursuant to this
Registration Statement, subject to certain limitations under the Securities
Act applicable to affiliates of Bayport.
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LIMITED OPERATING HISTORY
A significant number of the Company's restaurants have been open for less
than two years. Consequently, the earnings achieved to date by such
restaurants may not be indicative of future operating results.
GEOGRAPHIC CONCENTRATION
Of the Company's existing and planned restaurants, including the Bayport
restaurants, a majority are concentrated in the southern half of the United
States. Giving effect to the Merger, as of April 16, 1996, 39 restaurants
would have been located in Texas and Florida. Accordingly, the Company's
results of operations may be adversely affected by economic conditions in
those regions and other geographic areas into which the Company may expand.
Also, given the Company's present geographic concentration, adverse publicity
relating to the Company's restaurants could have a more pronounced adverse
effect on the Company's overall sales than might be the case if the Company's
restaurants were more broadly dispersed. In addition, in view of the location
of many of the Company's existing and planned restaurants in the Gulf Coast
area from Texas to Florida, the Company is particularly susceptible to damage
caused by hurricanes or other severe weather conditions. While the Company
maintains business interruption insurance, there can be no assurance that if a
severe hurricane or other natural disaster should affect the Company's
geographical areas of operations, the Company would be able to maintain its
current level of operations or profitability.
SEAFOOD SUPPLY AND QUALITY
In the recent past, certain types of seafood have experienced fluctuations
in supply availability. The Company has in the past utilized several seafood
suppliers and has not experienced any difficulty in obtaining adequate
supplies of fresh seafood on a timely basis. In addition, some types of
seafood have been subject to adverse publicity due to certain levels of
contamination at their source, which can adversely affect both supply and
market demand. The Company maintains an in-house inspection program for its
seafood purchases and in the past has not experienced any detriment from
contaminated seafood. However, the Company can make no assurances that in the
future either seafood contamination or inadequate supplies of seafood might
not have a significant and materially adverse effect on the Company's
operations and profitability.
CHANGES IN FOOD AND OTHER COSTS
The Company's profitability is dependent on its ability to anticipate and
react to increases in food, labor, employee benefits, and similar costs over
which the Company has limited or no control. Specifically, the Company's
dependence on frequent deliveries of fresh seafood and produce subjects it to
the risk of possible shortages or interruptions in supply caused by adverse
weather or other conditions which could adversely affect the availability and
cost of such items. The Company's business may also be affected by inflation.
In the past, management has been able to anticipate and avoid any adverse
effect on the Company's profitability from increasing costs through its
purchasing practices and menu price adjustments, but there can be no assurance
that it will be able to do so in the future.
RESTAURANT INDUSTRY AND COMPETITION
The restaurant industry is affected by changes in consumer tastes and by
national, regional, and local economic conditions and demographic trends. The
performance of individual restaurants may be affected by factors such as
traffic patterns, demographic considerations, and the type, number, and
location of competing restaurants. The restaurant industry is intensely
competitive based on the type and quality of food offered, location, and other
factors. The Company has many well established competitors with substantially
greater financial resources and longer histories of operation than the
Company, including competitors already established in regions into which the
Company is planning to expand, as well as competitors planning to expand in
the same regions. The Company faces competition from mid-priced, full-service,
casual dining restaurants offering seafood and other types and varieties of
cuisine. The Company's competitors include national, regional, and local
chains
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as well as local owner-operated restaurants. The Company also competes with
other restaurants and retail establishments for sites.
DEPENDENCE ON CHIEF EXECUTIVE OFFICER AND OTHER EMPLOYEES
The Company believes that the development of its business has been, and will
continue to be, dependent on Tilman J. Fertitta, the Chief Executive Officer,
President, and Chairman of the Board of the Company, and other key executive
employees. The loss of Mr. Fertitta's services could have a material adverse
effect upon the Company's business and development, and there can be no
assurance that an adequate replacement could be found for Mr. Fertitta in the
event of his unavailability. Mr. Fertitta has entered into an Employment
Agreement with the Company expiring December 31, 1996, subject to renewal. The
Company's continued growth will also depend on its ability to attract and
retain additional skilled management personnel.
CONTROL BY MANAGEMENT AND PRINCIPAL STOCKHOLDER
Following consummation of the Merger, but prior to any exercise of Bayport
Options or Warrants or conversion of Preferred Stock, Mr. Fertitta, the
principal stockholder of the Company, beneficially owned, in the aggregate,
approximately 14.6% of the outstanding Common Stock. As a result he may have
significant ability to influence the election of the Board of Directors of the
Company and the direction of the affairs of the Company.
GOVERNMENT REGULATION
The restaurant industry is subject to extensive state and local government
regulation relating to the sale of food and alcoholic beverages and to
sanitation, public health, fire and building codes. Termination of the liquor
license for any restaurant would adversely affect the revenues of that
restaurant. Restaurant operating costs are also affected by other government
actions that are beyond the Company's control, including workers' compensation
insurance rates, unemployment and other taxes, and increases in the minimum
hourly wage requirements. These and other initiatives could adversely affect
the Company as well as the restaurant industry in general. Difficulties or
failures in obtaining required licensing or other regulatory approvals could
delay or prevent the opening of a new restaurant. Although seafood is not
currently subject to a comprehensive nationwide program of inspection by the
Food and Drug Administration ("FDA"), the FDA has in the past proposed such a
program for inspection of seafood suppliers and processors, but not retail
sellers such as restaurants. If such a program were to be implemented, the
Company's seafood costs could increase due to the increased expense to seafood
suppliers and processors in complying with such a program. The suspension of,
or inability to renew, a license could interrupt operations at an existing
restaurant, and the inability to retain or renew such licenses would adversely
affect the operations of such restaurant.
TAX LIABILITIES
The State of Texas currently imposes a franchise tax on each corporation
that is organized or does business in the State of Texas at a rate, in
general, of 4.5% of such entity's reported federal taxable income. A portion
of the Company's revenues are utilized to pay licensing and management fees to
certain of the Company's subsidiaries. The income received by certain of these
subsidiaries is not subject to Texas franchise tax under current state law.
However, there can be no assurance that the State of Texas might not attempt
to enact legislation or assert positions which would attempt to assess
additional franchise tax payments on the Company's operations. In the event of
any assessment, the Company's income and results of operations could be
affected up to the amount of the tax and related penalties and interest, if
any, imposed.
WORKERS' COMPENSATION
Like a large number of companies operating in Texas, including many
restaurant companies, the Company does not subscribe to the workers'
compensation insurance program in Texas. As such, the Company's
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employees have the right to sue the Company for negligence, and the Company
may not assert contributory negligence and certain other defenses. In
addition, employees might be able to recover compensatory and punitive damages
in such actions that would not be available to them if the Company subscribed
to the workers' compensation insurance program in Texas. However, the Company
maintains excess employer's occupational injury insurance to cover large
losses. Prior to 1989, the Company subscribed to the workers' compensation
insurance program. Since 1989, the Company has had a limited number of
lawsuits by employees in connection with workers' compensation claims and the
results of such lawsuits, individually and collectively, have not had a
material adverse effect upon the Company's results of operations.
STOCK PRICE VOLATILITY
The Common Stock has been traded on the Nasdaq National Market since the
Initial Public Offering, and the market price of the Common Stock has risen
substantially since such time. In the future, the market price of the Common
Stock could fluctuate substantially due to a variety of factors, including
quarterly operating results of the Company or other restaurant companies,
changes in general conditions in the economy, the financial markets or the
restaurant industry, natural disasters, or other developments affecting the
Company or its competitors. In addition, in recent years the stock market has
experienced extreme price and volume fluctuations. This volatility has had a
significant effect on the market prices of securities issued by many companies
for reasons unrelated to the operating performance of these companies.
RISKS ASSOCIATED WITH FORWARD LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act, and Section 21E of the Exchange
Act, which are intended to be covered by the safe harbors created thereby.
Investors are cautioned that all forward-looking statements involve risks and
uncertainty, including without limitation, the ability of the Company to
continue its accelerated expansion strategy (including the consummation of the
Merger), changes in costs of food, labor, and employee benefits, the ability
of the Company to continue to acquire prime locations at acceptable lease or
purchase terms, as well as general market conditions, competition, and
pricing. Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this Prospectus will prove to be
accurate. In light of the significant uncertainties inherent in the forward-
looking statements included herein, the inclusion of such information should
not be regarded as a representation by the Company or any other person that
the objectives and plans of the Company will be achieved.
THE COMPANY
The Company operates full-service, mid-priced, casual dining seafood
restaurants in 16 states, primarily under the names "Landry's Seafood
House/(R)/," "Willie G's/(R)/" and "Joe's Crab Shack/sm/." Management believes
that the Company's restaurants appeal to a broad range of customers by offering
generous portions of fresh seafood and excellent service in a high energy
environment at an attractive price-value relationship.
The Company's restaurants feature a wide variety of broiled, grilled and
fried seafood items including red snapper, shrimp, crawfish, lump crabmeat,
lobster, soft shell crabs, oysters, scallops, flounder, and other traditional
seafood items, many with a choice of the Company's signature toppings. The
restaurants are generally open for lunch and dinner and offer full liquor
service. Sales of alcoholic beverages accounted for approximately 17% of the
Company's revenues in 1995. The "Landry's Seafood House" restaurants feature a
prototype look that is readily identified by a large theater-style marquee
over the entrance and by a distinctive brick and wood facade creating the
feeling of a traditional old seafood house restaurant. The Company's
restaurants average approximately 9,100 square feet in size. All of the
Company's restaurants operate with very similar philosophies, management
policies and practices, training and control practices, purchasing, and menu
selections. Management believes the Company's restaurants enjoy a high level
of repeat business and customer loyalty due to high food quality, comfortable
atmosphere, and friendly, efficient service.
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For the 12-month period ended December 31, 1995, the 24 Landry's restaurants
opened prior to January l, 1995, generated average restaurant revenues of
approximately $3,005,000, average restaurant cash flow of approximately
$660,000 (or 21.9% of revenues), and average restaurant operating income after
depreciation and amortization of approximately $540,000 (or 18.0% of
revenues).
Management believes its commitment to its customers and employees is
important to its long-term success. In addition to serving quality seafood at
affordable prices in attractive locations, the Company achieves customer
satisfaction through prompt, efficient service, low table-to-waitstaff ratios,
and an attentive management staff. The Company promotes a sense of personal
commitment from its employees through a monthly cash bonus program based on
achievement of restaurant specific performance objectives, and a stock option
plan which includes general, floor, and kitchen managers.
The executive headquarters and principal office of the Company are located
at 1400 Post Oak Boulevard, Suite 1010, Houston, Texas 77056. Its telephone
number is (713) 850-1010.
RECENT DEVELOPMENTS
On April 18, 1996, the Company entered into the Merger Agreement pursuant to
which a wholly-owned subsidiary of the Company would merge with and into
Bayport, resulting in Bayport becoming a wholly-owned subsidiary of the
Company. On August 9, 1996, the Merger was consummated and Bayport became a
wholly-owned subsidiary of the Company. Bayport operates 19 full-service
restaurants under the name "The Crab House" and has three Crab House
restaurants under construction. Bayport also operates three take-away seafood
restaurants under the name "Capt. Crab's Take-Away." Bayport's Crab House
restaurants are located primarily in Florida, with additional locations in
Georgia, Mississippi, South Carolina, Illinois, New York and Tennessee. The
three Crab House restaurants currently under construction are located in New
York, Virginia and Maryland.
Pursuant to the Merger Agreement, the Company issued 1,865,796 shares of its
Common Stock to the holders of Bayport common stock and approximately 85,727
shares of its Preferred Stock to the holders of Bayport's convertible
preferred stock. Each share of Preferred Stock is convertible into one share
of Common Stock, subject to certain anti-dilution adjustments. In addition,
pursuant to the Merger Agreement holders of Bayport Warrants or Bayport
Options are entitled to exercise such Bayport Warrants and Bayport Options at
their respective exercise prices, in each case adjusted for the exchange ratio
established for the Merger, to acquire shares of Common Stock.
On June 4, 1996, the Company consummated a public offering of its Common
Stock. As a result of such offering, the Company issued an additional
4,890,000 shares of its Common Stock and certain Selling Shareholders sold
975,000 shares of Common Stock at a price of $22.75 per share. The Company
intends to use the net proceeds from such offering of approximately $105.5
million to finance the development or acquisition of additional restaurants,
for general corporate purposes, and to repay outstanding amounts owed by
Bayport under revolving credit and term loans to certain banks and to repay
amounts drawn on the Company's line of credit utilized to fund the loan to
Bayport to continue construction of certain Bayport Crab House restaurants.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the 127,935 shares of
Common Stock issuable upon the exercise of the Bayport Warrants are estimated
to be approximately $1.8 million, assuming that all Bayport Warrants are
exercised. The net proceeds to the Company from the sale of 369,920 shares of
Common Stock issuable upon exercise of the Bayport Options are estimated to be
approximately $8.1 million, assuming all of the Bayport Options are exercised.
The Company will not receive any cash proceeds upon conversion of the
Preferred Stock into Common Stock. The Company intends to use the net proceeds
for general corporate purposes.
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PLAN OF DISTRIBUTION
The Common Stock offered hereby is not offered through underwriters. Such
stock will be issued directly to holders of Bayport Warrants or Bayport
Options upon exercise thereof, or directly to holders of Preferred Stock upon
conversion by the holders of such Preferred Stock to Common Stock.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by Winstead Sechrest & Minick P.C., Houston, Texas. No
attorneys who participated in the preparation of this Prospectus own shares of
Common Stock of the Company.
EXPERTS
The audited financial statements of the Company incorporated by reference in
this Prospectus and Registration Statement have been audited by Arthur
Andersen LLP, independent public accountants, as set forth in their report
included in the Company's Annual Report on Form 10-K. Such audited financial
statements are included or incorporated by reference in reliance upon the
authority of such firm as experts in giving said report.
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No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with this offering and, if given or made, such
information or representation must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offering
in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Company since such date.
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583,582 SHARES
LANDRY'S SEAFOOD RESTAURANTS, INC.
COMMON STOCK
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PROSPECTUS
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August 19, 1996
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