- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
September 01 2010 - 3:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
(Amendment No. 4)
RULE 13e-3
TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
LANDRYS RESTAURANTS, INC.
(Name of the Issuer)
Landrys
Restaurants, Inc.
Fertitta Entertainment, Inc.
Landrys Holdings, Inc.
Fertitta Group, Inc.
Fertitta Merger Co.
Tilman J. Fertitta
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
51508L 10 3
(CUSIP Number of Class of Securities)
Tilman J.
Fertitta
Chairman of the Board, Chief
Executive Officer and President
Landrys Restaurants, Inc.
1510 West Loop South
Houston, Texas 77027
(713) 850-1010
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
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Arthur S. Berner
Haynes and Boone, LLP
1221 McKinney, Suite 2100
Houston, Texas 77010
(713) 547-2526
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Steve Wolosky
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
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Dennis J. Block
William P. Mills
Cadwalader, Wickersham &
Taft LLP
One World Financial Center
New York, New York 10281
(212) 504-5555
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This statement
is filed in connection with (check the appropriate box):
(a)
x
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of
1934.
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(b)
¨
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The filing of a registration statement under the Securities Act of 1933.
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Check the
following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
¨
Check the following box if the filing is a final amendment reporting the results of the transaction:
¨
Calculation of Filing Fee
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Transaction
Valuation*
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Amount of Filing Fee**
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$180,444,910
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$11,199
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*
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Calculated solely for the purpose of determining the filing fee.
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**
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The transaction valuation is determined based upon the sum of (a) the product of (i) 7,341,052 shares of Landrys common stock that are proposed to be
converted into the right to receive merger consideration and (ii) the merger consideration of $24.50 per share of Landrys common stock and (b) an aggregate of $589,136 expected to be paid upon the cancellation of outstanding options
having an exercise price less than $24.50 per share ((a) and (b) together, the Total Consideration). The filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1) and the Commissions latest Fee Advisory, was
determined by multiplying the Total Consideration by the applicable fee at the time of payment.
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x
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Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
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$5,999 and $5,200
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(2) Form, Schedule or Registration Statement No.:
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Schedule 14A and Amendment No. 1 thereto
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(3) Filing Party:
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Landrys Restaurants, Inc.
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(4) Date Filed:
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December 1, 2009 and July 2, 2010
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INTRODUCTION
This Amendment No. 4 to Rule 13e-3 Transaction Statement on Schedule 13E-3, as previously amended by Amendment No. 1, Amendment
No. 2 and Amendment No. 3, together with the exhibits hereto (this
Transaction Statement
), is being filed with the Securities and Exchange Commission (the
SEC
) pursuant to Section 13(e)
of the Securities Exchange Act of 1934, as amended (the
Exchange Act
) by (1) Landrys Restaurants, Inc., a Delaware corporation (
Landrys
,
the
Company
,
we, our, ours, and us
), the issuer of the common stock, par value $0.01 per share, that is subject to the Rule 13e-3 transaction,
(2) Fertitta Group, Inc. (
Parent
), (3) Fertitta Merger Co. (
Merger Sub
), (4) Fertitta Entertainment, Inc. (
Entertainment
), (5) Landrys Holdings, Inc.
(
Holdings
), and (6) Tilman J. Fertitta, our Chairman of the Board of Directors, President and Chief Executive Officer (
Mr. Fertitta
). This Transaction Statement relates to the Agreement and
Plan of Merger, dated as of November 3, 2009, that we entered into with Parent, Merger Sub, and, for certain limited purposes, Mr. Fertitta (the
Original Merger Agreement
), as amended by that First Amendment to
Agreement and Plan of Merger, dated as of May 23, 2010 (the
First Amended Merger Agreement
), and that Second Amendment to Agreement and Plan of Merger, dated as of June 20, 2010 (the
Second Amended Merger
Agreement
and collectively with the Original Merger Agreement and the First Amended Merger Agreement, the
Merger Agreement
). We are sometimes referred to collectively along with Parent,
Merger Sub, Entertainment, Holdings, and Mr. Fertitta as the
Filing Persons.
This Amendment
No. 4 to this Transaction Statement amends and supplements the Transaction Statement, among other things, to report that Holdings, a Delaware holding company organized by Mr. Fertitta, closed an offering of $110 million aggregate principal
amount of 11.50% senior secured notes due 2014 (the
Notes
) on August 31, 2010 and to add the indenture for the Notes (the
Indenture
) to this Transaction Statement.
1
Item 10.
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Source and Amounts of Funds or Other Consideration.
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Regulation M-A Item 1007
On August 31, 2010, Holdings closed the offering of the Notes. A copy of the Indenture is attached hereto as Exhibit (b)(1) and
incorporated herein by reference.
Regulation M-A
Item 1016
(b)(1) Indenture for the Landrys Holdings, Inc.
11
1
/
2
% Senior Secured Notes due 2014 dated
August 31, 2010, between Landrys Holdings, Inc. and Wilmington Trust FSB.
2
SIGNATURES
After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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Dated: September 1, 2010
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LANDRYS RESTAURANTS, INC.
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By:
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/s/ S
TEVEN
L. S
CHEINTHAL
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Name:
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Steven L. Scheinthal
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Title:
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Executive Vice President,
General Counsel and Secretary
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Dated: September 1, 2010
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FERTITTA GROUP, INC.
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By:
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/s/ T
ILMAN
J.
F
ERTITTA
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Name:
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Tilman J. Fertitta
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Title:
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Chief Executive Officer and President
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Dated: September 1, 2010
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FERTITTA MERGER CO.
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By:
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/s/ T
ILMAN
J.
F
ERTITTA
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Name:
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Tilman J. Fertitta
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Title:
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Chief Executive Officer and President
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Dated: September 1, 2010
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FERTITTA ENTERTAINMENT, INC.
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By:
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/s/ T
ILMAN
J.
F
ERTITTA
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Name:
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Tilman J. Fertitta
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Title:
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Chief Executive Officer and President
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Dated: September 1, 2010
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LANDRYS HOLDINGS, INC.
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By:
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/s/ T
ILMAN
J.
F
ERTITTA
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Name:
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Tilman J. Fertitta
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Title:
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Chief Executive Officer and President
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Dated: September 1, 2010
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TILMAN J. FERTITTA
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/
S
/ T
ILMAN
J.
F
ERTITTA
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3
EXHIBIT INDEX
(b)(1) Indenture for the Landrys Holdings, Inc.
11
1
/
2
% Senior Secured Notes due 2014 dated
August 31, 2010, between Landrys Holdings, Inc. and Wilmington Trust FSB.
4
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