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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED):
AUGUST 9, 1996
LANDRY'S SEAFOOD RESTAURANTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 000-22150 76-0405386
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(STATE OF (COMMISSION (IRS EMPLOYER
INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
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1400 POST OAK BLVD.
SUITE 1010
HOUSTON, TEXAS 77056
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
(713) 850-1010
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
At a Special Meeting of the shareholders of Bayport Restaurant Group, Inc.
("Bayport") held on July 30, 1996, the common and preferred shareholders of
Bayport, voting as separate classes, approved the terms of that certain
Agreement and Plan of Merger (the "Plan") dated as of April 18, 1996 by and
among Landry's Seafood Restaurants, Inc. (the "Registrant"), Landry's
Acquisition, Inc., a wholly owned subsidiary of the Registrant ("Sub") and
Bayport and the merger of Sub with and into Bayport contemplated thereunder (the
"Merger"). Pursuant to the Plan, each outstanding share of the Common Stock,
$.001 par value per share of Bayport (the "Bayport Common Stock"), and
convertible Preferred Stock, $.01 par value per share, of Bayport (the "Bayport
Preferred Stock") will be exchanged for .1890 shares of Common Stock, $.01 par
value per share (the "Common Stock"), of the Registrant (the "Common Exchange
Ratio") and .0472 shares of the Preferred Stock, $.01 par value per share (the
"Preferred Stock"), of the Registrant, respectively. The Preferred Stock is
convertible on a one-for-one basis into shares of Common Stock. Shares of
Common Stock reserved for issuance upon the exercise of outstanding Bayport
stock options and warrants will now be exercisable for shares of Landry's Common
Stock as adjusted for the Common Exchange Ratio. At such Special Meeting, the
vote of the common shareholders of Bayport was: 6,055,976 For; 109,180 Against;
and 393,188 Abstain and the vote of the preferred shareholders of Bayport was
1,797,348 For; 8,400 Against; and -0- Abstain. The Registrant consummated the
acquisition of all of the outstanding shares of Bayport on August 9, 1996.
For additional information with respect to the Registrant's acquisition of
all of the outstanding shares of Bayport, the Registrant hereby incorporates by
reference the Registrant's Registration Statement on Form S-4 No. 333-03329 and
all amendments thereto filed with the Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
For financial statements, pro forma financial information and exhibits
related to the transaction described in Item 2, the Registrant hereby
incorporates by reference the Registrant's Registration Statement on Form S-4
No. 333-03329 and all amendments thereto filed with the Securities and Exchange
Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LANDRY'S SEAFOOD RESTAURANTS, INC.
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(Registrant)
/s/ TILMAN J. FERTITTA
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Tilman J. Fertitta
Dated: August 9, 1996 President and Chief Executive Officer
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