8-K

 

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): November 17, 2006

Landry's Restaurants, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-22150	76-0405386
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1510 West Loop South, Houston, Texas		77027
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 713-850-1010

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 17, 2006, Landry’s Restaurants, Inc. (the "Landry’s") and its wholly-owned subsidiary LSRI Holdings, Inc. completed the previously announced sale of 120 Joe's Crab Shack restaurants (the "Business") to JCS Holdings, LLC ("JCS"), an affiliate of J.H. Whitney & Co, for approximately $192 million including the assumption of specified working capital liabilities. Certain restaurant locations were closed into escrow pending issuances of licenses and completion of governmental approvals which are all expected to be obtained within the next few weeks. In connection with the transaction, Landry's will provide certain transition services to JCS relating to the Business for up to twelve months.

The press release announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2006, as part of the sale of the Business, Richard E. Ervin, along with numerous other employees, is now running operations of the Business and is no longer Executive Vice President of Restaurant Operations for Landry’s.

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 Restaurants, Inc.
November 21, 2006	By:	Steven L. Scheinthal
		Name: Steven L. Scheinthal
		Title: EVP & General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press Release, issued by Landry's Restaurants, Inc. on November 17, 2006

EX-99.1

1510 West Loop South# Houston, Texas 77027#Main
713/850-1010#Exec. 713-386-7000# Fax 713/386-7070

LANDRY’S RESTAURANTS, INC. (“LNY”/NYSE)
COMPLETES SALE OF JOE’S CRAB SHACK

HOUSTON, November 17, 2006 — Landry’s Restaurants, Inc. (NYSE: LNY – News; the “Company”), one of the nation’s largest casual dining and entertainment companies, stated today it completed the previously announced sale of 120 Joe’s Crab Shack restaurants to JCS Holdings, LLC for approximately $192 million including the assumption of specified working capital liabilities. Certain locations were closed into escrow pending issuances of licenses and completion of governmental approvals which are all expected to be obtained within the next few weeks. In connection with the transaction, Landry’s will provide certain transition services for up to twelve months.

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by safe harbors created thereby. Stockholders are cautioned that all forward- looking statements are based largely on the Company’s expectations and involve risks and uncertainties, some of which cannot be predicted or are beyond the Company’s control. A statement containing a projection of revenues, income, earnings per share, same store sales, capital expenditures, or future economic performance are just a few examples of forward-looking statements. Some factors that could realistically cause results to differ materially from those projected in the forward-looking statements include ineffective marketing or promotions, competition, weather, store management turnover, a weak economy, higher interest rates and gas prices, construction at the Golden Nugget properties, negative same store sales, or the Company’s inability to continue its expansion strategy. The Company may not update or revise any forward-looking statements made in this press release.

CONTACT: Tilman J. Fertitta
Chairman, President and CEO
(713) 850-1010 or Rick H. Liem
Senior Vice President and CFO
(713) 850-1010