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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
LANDRY'S SEAFOOD RESTAURANTS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
51508L 10 3
(CUSIP Number)
TILMAN J. FERTITTA
1400 POST OAK BLVD.
SUITE 1010
HOUSTON, TEXAS 77056
(713) 850-1010
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications)
with copies to:
STEVEN L. SCHEINTHAL
LANDRY'S SEAFOOD RESTAURANTS, INC.
1400 POST OAK BLVD., SUITE 1010
HOUSTON, TEXAS 77056
(713) 850-1010
APRIL 28, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13-1(e), (f) or (g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tilman J. Fertitta - ###-##-####
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
NUMBER OF
3,710,000/(1)/
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,090,000/(2)/
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
3,710,000/(1)/
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
2,090,000/(2)/
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,800,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8% (See Item 5)
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14. TYPE OF REPORTING PERSON*
IN
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/(1)/ Includes 1,700,000 shares subject to options that have not been exercised
by Tilman J. Fertitta but which are exercisable within 60 days of the
date hereof.
/(2)/ Because Tilman J. Fertitta ("Fertitta") has a 90% membership interest
(his wife owns the remaining 10% membership interest) in Hospitality
Entertainment, L.L.C. ("Hospitality") and, thus, controls Hospitality,
Mr. Fertitta is deemed to share voting and dispositive power with
Hospitality.
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hospitality Entertainment, L.L.C.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7. SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,090,000/(1)/
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
2,090,000/(1)/
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,090,000(1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.55% (See Item 5)
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14. TYPE OF REPORTING PERSON*
OO
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/(1)/ Because Tilman J. Fertitta has a 90% membership interest (his wife owns
the remaining 10% membership interest) in Hospitality Entertainment,
L.L.C. ("Hospitality") and, thus, controls Hospitality, Mr. Fertitta is
deemed to share voting and dispositive power with Hospitality.
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AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 amends and supplements the statement on Schedule 13D
filed by Tilman J. Fertitta and Hospitality Entertainment, L.L.C. with respect
to the common stock, par value $.01 per share ("Common Stock") of Landry's
Seafood Restaurants, Inc. ("Landry's") filed on April 6, 1999. Such Schedule
13D is hereby amended to add or revise information only to the items indicated.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $0.01 per share
(the "Common Stock"), of Landry's Seafood Restaurants, Inc., a Delaware
corporation ("Landry's). The address of Landry's principal executive office is
1400 Post Oak Boulevard, Suite 1010, Houston, Texas 77056.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 1 to Schedule 13D is being filed by Tilman J. Fertitta,
a United States citizen ("Fertitta"), and Hospitality Entertainment, L.L.C., a
Texas limited liability company ("Hospitality"). The business address of
Fertitta and the address of the principal office of Hospitality is 1400 Post Oak
Boulevard, Suite 1010, Houston, Texas 77056. The principal business of
Hospitality is construction and management of hotel and other entertainment
operations.
Mr. Fertitta is the President and Chief Executive Officer of Landry's and
has a 90% membership interest in Hospitality with his wife owning the other 10%.
During the last five years, neither Mr. Fertitta nor Hospitality has been
connected in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Fertitta's acquisition of the Common Stock of Landry's was made with
his personal funds. Mr. Fertitta's total acquisition of shares of Common Stock
since April 6, 1999 was 350,000 shares for an aggregate purchase price of
approximately $2,377,113. All such shares of Common Stock were acquired in the
open market. Reference is made to Item 5.
In December 1998, Mr. Fertitta was awarded 900,000 options to acquire
shares of Landry's Common Stock. The option grant (which was issued on December
17, 1998 to Mr. Fertitta in connection with his employment contract) was at an
exercise price of $6.00 per share. The option agreement provides for a three
(3) year vesting schedule in equal annual installments, and further provides
that if the stock price of Landry's increases by more than forty percent (40%)
from the exercise price, all options granted shall immediately vest. Of the
5,800,000 shares of Landry's Common Stock in which Mr. Fertitta currently has a
beneficial interest, 1,700,000 relate to options to acquire Landry's Common
Stock granted to Mr. Fertitta which are exercisable within 60 days.
ITEM 4. PURPOSE OF THE TRANSACTION
Mr. Fertitta is the founder of Landry's and is its current Chairman, Chief
Executive Officer and President. Since Landry's inception he has been, directly
or indirectly, Landry's largest individual stockholder. Depending upon market
conditions and other matters he deems material, Mr. Fertitta may continue to
acquire or dispose of additional shares of Landry's Common Stock, so long as it
meets his personal investment criteria. Except as set forth in this Item 4, Mr.
Fertitta does not have any present plans which would result in any of the
actions enumerated in clauses (a) - (j) of Item 4 of Schedule 13(D).
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(A) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY OWNED:
Hospitality is the beneficial owner of 2,090,000 shares of Landry's
Common Stock representing, 7.55% of the shares of Landry's Common
Stock outstanding (based on the number of shares of Landry's Common
Stock outstanding on May 7, 1999).
Mr. Fertitta is the direct beneficial owner of 2,010,000 shares of
Landry's Common Stock, and has options to acquire an additional
1,700,000 shares of Landry's Common Stock which are exercisable within
60 days hereof, and the indirect beneficial owner of 2,090,000 shares
of Landry's Common Stock representing in the aggregate 19.8% of the
shares of Landry's Common Stock outstanding (based on the number of
shares of Landry's Common Stock outstanding on May 7, 1999.
(B) NUMBER OF SHARES AS TO WHICH REPORTING PERSON HAS SOLE OR SHARED POWER
TO VOTE OR DISPOSE:
Hospitality and Mr. Fertitta have the sole power to vote, or to direct
the vote of, and the sole power to dispose of, or to direct the
disposition of, the shares of Landry's Common Stock beneficially owned
by each. However, by virtue of the fact that Mr. Fertitta has a 90%
membership interest in Hospitality (his wife owns the remaining 10%
interest) and, thus,
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controls Hospitality, Mr. Fertitta is deemed to share voting and
dispositive power of the shares of Landry's Common Stock beneficially
owned by Hospitality.
(C) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS.
See Item No. 3 and attached Appendix A, which are incorporated by
reference herein.
(D) OTHER PERSON WITH RIGHT TO RECEIVE OR DIRECT THE RECEIPT OF DIVIDENDS
FROM OR THE PROCEEDS OF THE SALE OF THE SECURITIES.
Aside from the Reporting Persons, Mr. Fertitta's wife, the holder of a
10% membership interest in Hospitality, may be deemed to share the
power to direct the receipt of dividends from, or the proceeds from
the sale of, Landry's Common Stock.
(E) DATE UPON WHICH THE REPORTING PERSON CEASED TO BE THE BENEFICIAL OWNER
OF MORE THAN 5% OF THE SECURITIES.
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Fertitta was originally awarded (i) 600,000 options in 1995, which
are fully vested and as of 1997 are at an exercise price of $12.875 a
share, (ii) 150,000 options in 1996 which are fully vested at an
exercise price of $14.00 a share, and (iii) 150,000 options in 1997 at
an exercise price of $12.875 a share, of which 50,000 options are
vested (the remaining 100,000 options shall vest in equal installments
on January 1, 2000 and January 1, 2001). In addition, the information
set forth in Item 3 is incorporated by reference herein. Based on the
foregoing, Mr. Fertitta has the option to acquire up to 1,800,000
shares of Common Stock in Landry's of which, 1,700,000 options are
vested and fully exercisable within sixty (60) days.
ITEM 7. EXHIBITS
1. Joint Filing Agreement
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
May 7, 1999
-----------------------
(Date)
/s/ Tilman J. Fertitta
-----------------------
(Signature)
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 7, 1999
--------------------------
(Date)
HOSPITALITY ENTERTAINMENT, L.L.C.
By: /s/ Tilman J. Fertitta
----------------------
Tilman J. Fertitta
President
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APPENDIX A
TRANSACTIONS IN THE ISSUERS' STOCK
SINCE APRIL 6, 1999*
PURCHASE DATE NUMBER OF SHARES AVERAGE COST PER SHARE
4/22/99 17,500 $6.4375
4/23/99 125,000 $6.50
4/26/99 100,000 $6.625
4/28/99 75,000 $6.9375
5/03/99 12,500 $8.1878
5/06/99 6,250 $8.125
5/07/99 13,750 $8.4375
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TOTAL: 350,000 $6.7917
* See Appendix A to Schedule 13D filed on April 6, 1999.
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) of Regulation 13D-G of the Securities
Exchange Act of 1934, the entities below agree to the joint filing on behalf of
each of them of this Statement on Schedule 13D (including any and all amendments
thereto) with respect to the Common Stock of Landry's Seafood Restaurants, Inc.,
and further agree that this Joint Filing Agreement is included as an Exhibit to
such joint filing. In evidence thereof, the undersigned, being duly authorized,
hereby execute this Agreement.
HOSPITALITY ENTERTAINMENT, L.L.C.
By: /s/ Tilman J. Fertitta
-------------------------------------
Tilman J. Fertitta
President
/s/ Tilman J. Fertitta
------------------------------------
Tilman J. Fertitta
