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As filed with the Securities and Exchange Commission on March 12, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
LANDRY'S SEAFOOD RESTAURANTS, INC.
(Exact name of Registrant as specified in its charter)
____________________
DELAWARE 1400 POST OAK BOULEVARD 76-0405386
(State of Incorporation) SUITE 1010 (I.R.S. Employer
HOUSTON, TEXAS 77056 Identification Number)
713/850-1010
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
TILMAN J. FERTITTA
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LANDRY'S SEAFOOD RESTAURANTS, INC.
1400 POST OAK BOULEVARD, SUITE 1010
HOUSTON, TEXAS 77056
713/850-1010
(Name, address including zip code, and telephone number, including area code, of
agent for service)
____________________
Copies of all communications to:
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<S> <C> <C>
Arthur S. Berner, Esq. Steven L. Scheinthal, Esq. Thomas P. Mason, Esq.
Winstead Sechrest & Minick P.C. General Counsel Andrews & Kurth L.L.P.
910 Travis, Suite 2400 Landry's Seafood Restaurants, Inc. 4200 Chase Tower
Houston, Texas 77002 1400 Post Oak Boulevard, Houston, Texas 77002
713/650-2729 Suite 1010 713/220-4200
Houston, Texas 77056
713/850-1010
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-46653
If this form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) FEE(2)
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Common Stock, $.01 par value. 851,000 shares $28.50 $24,253,500 $7,154.79
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(1) Amount represents an increase in the offering size from 4,407,950 shares to
5,258,950, of which 4,407,950 shares were previously registered.
(2) Estimated, pursuant to Rule 457.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THE 12TH DAY OF MARCH,
1998.
Landry's Seafood Restaurants, Inc.
By: Tilman J. Fertitta
-----------------------------------
Tilman J. Fertitta,
Chairman of the Board/President
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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<S> <C> <C>
Tilman J. Fertitta Chairman, President and Chief Executive Offi- March 12, 1998
- - ------------------------- cer and Director (Principal Executive Officer)
Tilman J. Fertitta
* Paul S. West Vice President, Principal Financial Officer, March 12, 1998
- - ------------------------- Principal Accounting Officer and Director
Paul S. West
* E. A. Jaksa, Jr. Executive Vice President, Chief Operating March 12, 1998
- - ------------------------- Officer and Director
E.A. Jaksa, Jr.
* Steven L. Scheinthal Vice President, Administration, Secretary, March 12, 1998
- - ------------------------- General Counsel and Director
Steven L. Scheinthal
* James E. Masucci Director March 12, 1998
- - -------------------------
James E. Masucci
* Joe Max Taylor Director March 12, 1998
- - -------------------------
Joe Max Taylor
/S/ Tilman J. Fertitta
- - -------------------------
Tilman J. Fertitta
*Attorney-in-Fact
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EXHIBIT
NUMBER EXHIBIT
- - ------- ---------
<C> <S>
1.1* --Form of Underwriting Agreement
1.2 --Certificate of Registrant as to payment of additional registration fee
5.1 --Opinion of Winstead Sechrest & Minick P.C.
23.1 --Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1)
23.2 --Consent of Arthur Andersen LLP
23.3+ --Consent of Grant Thornton LLP
24.1* --Power of Attorney
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- - ----------------
* Incorporated by reference to the Registrant's Registration Statement on
Form S-3 (Registration No. 333-46653).
+ Filed herewith
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have issued our report dated March 8, 1996, accompanying the
consolidated financial statements of Bayport Restaurant Group, Inc. included in
the Annual Report of Landry's Seafood Restaurants, Inc. on Form 10-K for the
year ended December 31, 1997. We hereby consent to the incorporation by
reference of said report in the Registration Statement (No. 333-46653) of
Landry's Seafood Restaurants, Inc. on Form S-3 and to the use of our name as it
appears under the caption "Experts."
GRANT THORNTON LLP
Miami, Florida
March 10, 1998
