DEFA14A

 

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): October 18, 2008

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)
[x]  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 1.01 Entry into a Material Definitive Agreement.

On October 18, 2008, Landry's Restaurants, Inc., a Delaware corporation ("Landry's" or the "Company"), entered into a First Amendment to Agreement and Plan of Merger (the "First Amendment") with Fertitta Holdings, Inc., a Delaware corporation ("Parent") and Fertitta Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub") and for certain limited purposes, Tilman J. Fertitta ("Mr. Fertitta"). Pursuant to the terms of the First Amendment, the Agreement and Plan of Merger ("Merger Agreement") between the foregoing parties was amended whereby each outstanding share of common stock of the Company (the "Common Stock"), other than shares owned by the Company, Parent, Merger Sub or any other subsidiary of Parent and stockholders who perfected appraisal rights under applicable law, will be cancelled and converted into the right to receive $13.50 in cash, without interest.

The Company's Board of Directors, acting upon the unanimous recommendation of a special committee com prised entirely of independent directors (the "Special Committee"), which had reviewed an opinion from Cowen and Company that the amended transaction is fair to the Company's stockholders, other than Mr. Fertitta, from a financial point of view, has concluded that the First Amendment is fair, advisable and in the best interests of the Company's stockholders and has approved the First Amendment and has recommended that the Company's stockholders vote in favor of the Merger Agreement as amended by the First Amendment.

As a result of substantial damage and other effects suffered by Landry’s and its subsidiaries as a result of Hurricane Ike, Jefferies & Company, Inc. indicated that absent a change to the debt financing commitment issued by Jefferies Funding LLC, Jefferies & Company, Inc., Jefferies Finance, LLC and Wells Fargo Foothill, LLC (the "Lenders'") to Parent in connection with the Merger Agreement, the Lenders' believed that Parent may be unable to satisfy the conditions precedent under th e Lenders' debt financing commitment. Parent believed that the Lenders' were prepared to assert that a material adverse effect had occurred and therefore would not be obligated to provide the financing necessary for the consummation of the Merger, in which event Parent could terminate its obligations under the Merger Agreement. As part of a compromise that was reached among Landry's, Parent and the Lenders', the Lenders' agreed under their amended debt financing commitment, and Parent agreed under the First Amendment, that they would waive any claim that a material adverse effect had occurred as a result of the occurrence of any event known to them through the date of execution of the amended debt financing commitment and the First Amendment, respectively. Additionally, the Lenders' agreed under the amended debt financing commitment to provide Mr. Fertitta with $500 million in debt financing for the Merger and to provide the Company with an alternative financing commitment in the event the Merger is not c onsummated and certain other conditions are satisfied. The alternative financing would be sufficient to repay the Company's existing indebtedness which is subject to acceleration and redemption starting in December of this year.

The First Amendment contains provisions pursuant to which the Special Committee with the assistance of its independent advisors, will actively solicit superior acquisition proposals for 30 days after the date of the First Amendment and thereafter may receive unsolicited proposals. The First Amendment maintained the $3.4 million termination fees payable under the Merger Agreement as a result of specified terminations during the go-shop period and reduced the post go-shop termination fees from $24 million to $15 million. Finally, the First Amendment provides that if the Merger Agreement is terminated so that the Company may pursue a competing acquisition proposal, then the Special Committee may vote all shares of Common Stock acquired by Mr. Fertitta after June 16, 2008 in favor of such competing acquisition proposal at the stockholders meeting called for the purpose of considering such competing acquisition proposal.

Mr. Fertitta has committed to provide equity financing which, in addition to the amended debt financing commitment for the transaction contemplated by the Merger Agreement, as amended by the First Amendment, will be used by Parent to pay the aggregate merger consideration and related fees and expenses of the transaction. Consummation of the Merger is subject to shareholder vote and other customary closing conditions and performance criteria, including (i) no material adverse effects on the results or operations of the Company prior to closing, although all known events through the date of execution of the amended debt financing commitment and First Amendment cannot be considered for purposes of determining whether a material adverse effect has occurred and (ii) the Company achieving certain levels of EBITDA during certain pre-closing periods and having no greater than a certain amount of leverage as of the closing.

The foregoing summary of the First Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment which is attached as Exhibit 2.1 and incorporated herein by reference.

The First Amendment has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any factual information about the Company. The representations, warranties, and covenants contained in the First Amendment were made only for purposes of that agreement and as of specific dates set forth therein, were solely for the benefit of the parties to the Merger Agreement and the First Amendment and may be subject to limitations agreed upon by the contracting parties. Investors are not third-party beneficiaries under the Merger Agreement or the First Amendment and should not rely on the representations, warranties and covenants or any descripti ons thereof as characterizations of the actual state of facts or conditions of the Company, Parent, or Merger Sub or any of their respective subsidiaries or affiliates. Moreover information concerning the subject matter of the representations and warranties may change after the date of the First Amendment, which subsequent information may or may not be fully reflected in the Company's public disclosures.

Information about the Previously Announced Merger and Where to Find It

In connection with the proposed Merger, the Company has filed a preliminary proxy statement and related materials with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES THERETO. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by the Company at the Securities and Exchange Commission’s website at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free from the Company by directing such request to Landry’s Restaurants, Inc., Investor Relations, 1510 West Loop South, Houston, TX 77027, telephone: (713) 850-1010 or on the Company’s website at http://www.landrysrestaurants.com.

The Company and its directors, executive officers and certain other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information regarding the interests of the Company’s participants in the solicitation will be included in the definitive proxy statement relating to the proposed Merger when it becomes available.

Item 7.01 Regulation FD Disclosure.

On October 18, 2008, the Company issued a press release announcing that it had entered into a First Amendment to Agreement and Plan of Merger. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2.1 First Amendment to Agreement and Plan of Merger, dated October 18, 2008, by and among Landry's Restaurans, Inc., Fertitta Holdings, Inc., Fertitta Acquisition Co. and Tilman J. Fertitta for certain limited purposes.

99.1 Press Release dated October 18, 2008

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.
October 20, 2008	By:	Steven L. Scheinthal
		Name: Steven L. Scheinthal
		Title: Executive Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
2.1	First Amendment
99.1	Press Release dated October 18, 2008

EX-2.1

EXECUTION VERSION

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of October 18, 2008 (this “Amendment”), is by and among Fertitta Holdings, Inc., a Delaware corporation (“Parent”), Fertitta Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Tilman J. Fertitta (“Fertitta”), solely for purposes of Sections 7.10, 9.03(b) and Article X of the Merger Agreement (as defined below), and Landry’s Restaurants, Inc., a Delaware corporation (the “Company”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.

RECITALS

WHEREAS, the parties have entered into that certain Agreement and Plan of Merger, dated as of June 16, 2008 (the “Merger Agreement”);

WHEREAS, Parent, Merger Sub and Fertitta have proposed to the Special Committee that the Merger Agreement be amended to provide for a revised Merger Consideration of $13.50 per Share in cash, as well as certain other amendments, and have delivered to the Special Committee amended Financing Commitments, which, based upon a Merger Consideration of $13.50 per Share in cash, would provide sufficient funds for the consummation of the Transactions and any repayment or refinancing of the Company’s indebtedness contemplated in connection with the Transactions;

WHEREAS, the Special Committee has received the opinion of Cowen and Company, LLC, dated the date of this Amendment, to the effect that, as of the date of such opinion, the revised Merger Consideration of $13.50 per Share in cash is fair, from a financial point of view, to the holders of the Company Common Stock, other than Fertitta and any other holders who will become Affiliates of, or direct or indirect investors in, Parent or Merger Sub;

WHEREAS, the Boards of Directors of Parent and Merger Sub and the Special Committee (with authority delegated by the Board) and the Board have each determined that it is in the best interests of their respective stockholders to consummate the Merger, upon the terms and subject to the conditions of the Merger Agreement, as amended by this Amendment, of Merger Sub with and into the Company in accordance with the DGCL, and the Special Committee and Boards of Directors have approved the Merger Agreement, as amended by this Amendment, and the Special Committee and the Board have declared its fairness and advisability and have recommended that the Merger Agreement, as amended by this Amendment, be adopted by the Company’s stockholders; and

WHEREAS, accordingly, the parties desire to amend the Merger Agreement in the manner more particularly described below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent, Merger Sub and the Company hereby agree as follows:

Section 1.01. Amendment to WHEREAS clause. The dollar amount “$21.00” set forth in the second WHEREAS clause in the Merger Agreement is hereby amended to be “$13.50”.

Section 1.02 Amendment to Material Adverse Effect definition. The definition of “Material Adverse Effect” in Section 1.01 of the Merger Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

“Material Adverse Effect” means any event, development, change or circumstance (any such item, an “Effect”) that, either individually or in the aggregate, has caused or would reasonably be expected to cause a material adverse effect on the condition (financial or otherwise), results of operations, assets, liabilities (contingent or otherwise), properties, solvency, business, management or material agreements of the Company and its subsidiaries taken as a whole, except in each case for any Effect resulting from, arising out of or relating to any of the following, either alone or in combination: (A) any change in or interpretations of GAAP or any applicable Law, including Gaming Laws and Liquor Laws; (B) any change in interest rates or general economic conditions (i) in the industries or markets in which the Company or any of its subsidiaries operates, (ii) affecting the United States or foreign economies in general or (iii) in the United States or foreign financial, banking or securities markets, in each case which changes do not affect the Company and its subsidiaries to a materially disproportionate degree; (C) any natural disaster or act of God; (D) any act of terrorism or outbreak or escalation of hostilities or armed conflict; (E) the public announcement or pendency of this Agreement or the consummation of the Transactions, including (i) the identity of the acquiror, (ii) any delays or cancellations of orders, contracts or payments for the Company’s products or services, (iii) any loss of customers or suppliers or changes in such relationships or (iv) any loss of employees or labor disputes or employee strikes, slowdowns, job actions or work stoppages or labor union activities; (F) any shareholder or derivative litigation arising from allegations of a breach of fiduciary duty relating to this Agreement or the Transactions; (G) changes in the share price or trading volume of the Company Common Stock or the failure of the Company to meet its projections or the issuance of revised projections that are more pessimistic than those in existence as of the date of this Agreement; (H) any increase in the cost or availability of financing to Parent or Merger Sub; (I) the taking of any action expressly provided by this Agreement or consented to by Parent or Merger Sub; (J) any action or omission of the Company or any of its subsidiaries taken at the direction of Fertitta outside the ordinary course of business and not approved by the Special Committee if then in existence or otherwise by resolution of a majority of Disinterested Directors; or (K) any facts actually known to Parent, Merger Sub or the Company on the date of this Amendment.

Section 1.03 Amendment to Section 3.01(a). Section 3.01(a) of the Merger Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

(a) Conversion of Company Common Stock. Each Share (other than any Shares to be canceled pursuant to Section 3.01(b) and any Dissenting Shares) will be canceled and converted automatically into the right to receive $13.50 in cash (the “Merger Consideration”) payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 3.02, of the Certificate that formerly evidenced such Share.

Section 1.04 Amendment to Section 4.09. The first sentence of Section 4.09 of the Merger Agreement is hereby amended by deleting such sentence in its entirety and replacing it with the following:

Except as disclosed in the Proxy Statement, there is no Action pending or, to the Company’s knowledge, threatened, against the Company or any of its subsidiaries or any property or asset of the Company or any of its subsidiaries that would, if adversely determined against the Company or any of its subsidiaries, reasonably be expected to have a Material Adverse Effect.

Section 1.05 Amendment to Section 5.05. Section 5.05 of the Merger Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

SECTION 5.05 Absence of Litigation. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or as disclosed in the Proxy Statement, (a) there is no Action pending or, to Parent’s knowledge, threatened, against Parent or Merger Sub or any property or asset of Parent or Merger Sub and (b) neither Parent, Merger Sub nor any of their properties or assets is subject to any Order.

Section 1.06 Amendment to Sections 5.07(a) and 5.07(b). Sections 5.07(a) and 5.07(b) of the Merger Agreement are hereby amended by deleting such Sections in their entirety and replacing them with the following:

(a) Section 5.07(a) of the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement and as amended and delivered by Parent to the Company immediately prior to the execution of the Amendment (the “Parent Disclosure Letter”) sets forth true, accurate and complete copies of executed commitment letters, related term sheets, the market flex and securities demand letter and fee letters, each as amended as of the date of the Amendment, from Jefferies Funding LLC, Jefferies & Company, Inc., Jefferies Finance LLC and Wells Fargo Foothill, LLC (collectively, the “Debt Financing Commitments”), pursuant to which the lenders party thereto have agreed, subject only to the terms and conditions set forth therein, to provide or cause to be provided to Parent and/or Merger Sub debt financing in the amounts set forth therein for the purposes of financing the Transactions and related fees and expenses and the other purposes set forth therein (the “Debt Financing”).

(b) Section 5.07(b) of the Parent Disclosure Letter sets forth a true, accurate and complete copy of an executed equity commitment letter (the “Equity Commitment Letter” and, together with the Debt Financing Commitments, the “Financing Commitments”), dated as of the date of this Agreement and as amended as of the date of the Amendment, for Fertitta, pursuant to which Fertitta has committed to contribute to Parent that number of Shares (which Shares will be cancelled in the Merger as provided in Section 3.01(b)) and the other assets set forth in such letter in exchange for Equity Interests in Parent immediately prior to the Effective Time (the “Equity Financing” and, together with the Debt Financing, the “Financing”).

Section 1.07 Amendment to Section 7.01(a). Section 7.01(a) of the Merger Agreement is hereby amended by deleting the following proviso in its entirety:

provided, further, however, that the Company shall not be required to mail the Proxy Statement to its stockholders, or to call, give notice of, convene or hold the Special Meeting (as defined below), on or prior to the Go-Shop Period End Date

Section 1.08 Amendment to Section 7.03(a). Section 7.03(a) of the Merger Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

(a) Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date of the Amendment and continuing until 11:59 p.m., New York City time, on November 17, 2008 (the “Go Shop Period End Date”), the Company may, directly or indirectly, under the direction of the Special Committee (which has been authorized to act on behalf of the Board and the Company with respect to any action permitted or contemplated by this Section 7.03): (i) initiate, solicit and encourage Acquisition Proposals, including by way of public disclosure and by way of providing access to non-public information to any person (each a “Solicited Person”) pursuant to one or more Acceptable Confidentiality Agreements; and (ii) enter into and maintain, or participate in, discussions or negotiations with respect to Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or the making of any Acquisition Proposals.

Section 1.09 Amendment to Section 7.10(b)(iii). Section 7.10(b)(iii) of the Merger Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:

(iii) Fertitta is the sole and beneficial owner (it being understood and agreed that, for purposes of this Section 7.10, such beneficial ownership does not include any rights with respect to stock options, derivatives, swaps or other arrangements) of an aggregate of 6,131,481 shares of Company Common Stock as of the date of the Amendment (such Shares, or any other voting or Equity Interests of the Company hereafter acquired by Fertitta prior to the Voting Agreement Termination, but excluding any Shares or other voting or Equity Interests of the Company Transferred by Fertitta as permitted by Section 7.10(c), being referred to herein collectively as the “Fertitta Shares”);

Section 1.10 Amendment to Section 7.10. Section 7.10 of the Merger Agreement is hereby amended by adding the following as Section 7.10(e):

(e) Notwithstanding anything to the contrary contained herein, any Shares acquired by Fertitta after the date of this Agreement (i) shall be counted towards determining the presence of a quorum at the Special Meeting but shall not be counted towards determining whether this Agreement has been adopted by the Requisite Stockholder Vote at the Special Meeting and (ii) in the event of the termination of this Agreement pursuant to Section 9.01(d)(ii), shall be voted at the direction of the Special Committee at any stockholders meeting (including any adjournment or postponement thereof) called for the purpose of considering the approval of the Superior Proposal giving rise to such termination.

Section 1.11 Amendment to Sections 8.02(d) and 8.02(e). Sections 8.02(d) and 8.02(e) of the Merger Agreement are hereby amended by deleting such Sections in their entirety and replacing them with the following:

(d) Maximum Dissenting Shares. The holders of not more than 12% of the Company Common Stock outstanding immediately prior to the Effective Time shall have properly exercised appraisal rights with respect thereto in accordance with applicable Law.

(e) Debt Financing Conditions. The conditions set forth in paragraph 5 and each Financial Performance Condition (as defined in paragraph 4) under “General Conditions” in Exhibit E to the Debt Financing Commitments, and the condition set forth in Section 4(d) of the amendment to the Debt Financing Commitments dated as of the date of the Amendment, shall have been satisfied or waived.

Section 1.12 Amendment to definition of “Outside Date”. The definition of “Outside Date” set forth in Section 9.01(b)(i) of the Merger Agreement is hereby amended to be February 28, 2009.

Section 1.13 Amendment to Section 9.03(b). The paragraph immediately following Section 9.03(b)(iii) is hereby amended by deleting the definition of “Termination Fee” and replacing it with the following:

“Termination Fee” means $15,000,000 (the “Post Go-Shop Termination Fee”); provided, however, that “Termination Fee” shall mean $3,400,000 (the “Go-Shop Termination Fee”) if the Acquisition Proposal that results in the action or event that forms the basis for such termination is submitted by an Excluded Party before the Go-Shop Period End Date and the right to terminate this Agreement arises, with respect to such Acquisition Proposal, no later than the Go-Shop Period End Date.

Section 1.14 Amendment to Section 9.03(c). The paragraph immediately following Section 9.03(c)(ii) is hereby amended by deleting the definition of “Parent Termination Fee” and replacing it with the following:

“Parent Termination Fee” means $15,000,000 (the “Second Tier Parent Termination Fee”); provided, however, that “Parent Termination Fee” shall mean $3,400,000 (the “First Tier Parent Termination Fee”) if the right to terminate this Agreement pursuant to Section 9.01(d)(i) arises no later than the Go-Shop Period End Date.

Section 1.15 General Provisions.

(a) Governing Law. This Amendment shall be governed by, construed and enforced in accordance with, the Laws of the State of Delaware without regard to the conflict of laws principles thereof.

(b) Counterparts.  This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

(c) No Other Amendments. Except as set forth herein, the terms and provisions of the Merger Agreement will remain in full force and effect in accordance with their terms. On or after the date of this Amendment, each reference in the Merger Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment, and this Amendment shall be deemed to be a part of the Merger Agreement.

IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

FERTITTA HOLDINGS, INC.
By:
	Name:	Tilman J. Fertitta
	Title:	Chief Executive Officer and President

FERTITTA ACQUISITION CO.
By:
	Name:	Tilman J. Fertitta
	Title:	Chief Executive Officer and President

LANDRY’S RESTAURANTS, INC.
By:
	Name:
	Title:

The undersigned hereby (i) agrees to be bound by the provisions of Section 7.10 and Article X of the Merger Agreement, as amended by this Amendment, and (ii) acknowledges and accepts the provisions set forth in the last sentence of Section 9.03(b) of the Merger Agreement.

Tilman J. Fertitta

Landry’s Restaurants, Inc.’s Board Approves Amendment to Merger Agreement with

Tilman J. Fertitta

HOUSTON, October 18, 2008—Landry’s Restaurants, Inc. (NYSE:LNY; the “Company”) today announced that it has entered into an amendment to the merger agreement previously entered into with Fertitta Holdings, Inc. (“Fertitta”), a newly formed holding company, wholly-owned by Tilman J. Fertitta, the Chairman, Chief Executive Officer and President of the Company, whereby Fertitta agreed to acquire all of the outstanding common stock of the Company.  Mr. Fertitta owns approximately 39% of the outstanding shares of the Company’s common stock.  The amended merger agreement provides that, among other things, Fertitta will acquire the outstanding shares of the Company’s common stock for $13.50 per share, a premium of 49% over the closing price of the Company’s common stock on October 17, 2008.   

The Company had previously announced it had been advised by Mr. Fertitta that in view of the unprecedented collapse of the credit markets, the closure of the Company’s Kemah and Galveston properties and the slow down in the casual dining and gaming industries, the financing to complete the merger at the previously agreed upon price was in jeopardy.  As part of a compromise that was reached among the Company, Fertitta and Jefferies Funding, LLC, Jefferies & Company, Inc., Jefferies Finance, LLC and Wells Fargo Foothill, LLC (the “Lenders”), the Lenders agreed under their amended debt financing commitment and Fertitta agreed under the amended merger agreement that they would not claim that a material adverse effect had occurred as a result of the occurrence of any event known to them through the date of execution of the amended financing commitment and the amended merger agreement, respectively. Moreover, due to the credit market crisis, and the substantial increase in the cost of capital as well as the limited availability of capital, the Lenders agreed under the amended debt financing commitment to provide Fertitta with only $500.0 million in funded debt financing for the acquisition on terms reflecting the current credit market disruption. As part of the compromise reached among the parties, Fertitta negotiated and obtained on behalf of the Company an alternative financing commitment from the Lenders to provide the Company with alternative financing on terms similar to the terms for the transaction financing in the event the acquisition is not consummated and certain other conditions are satisfied. The alternative financing would be sufficient to repay the Company’s existing indebtedness which is subject to acceleration and redemption starting in December of this year. Fertitta’s negotiations therefore allow stockholders to vote on the transaction knowing that alternative financing is available to the Company. 

The Company’s Board of Directors, acting upon the unanimous recommendation of a special committee comprised entirely of independent directors (the “Special Committee”), has approved the amended merger agreement and has recommended that the Company’s stockholders vote in favor of the amended merger agreement. The Special Committee also approved the terms of the alternative financing commitment in the event the transaction was not consummated.  The Company’s Board of Directors has also recommended that the Company’s stockholders vote in favor of the amended merger agreement. Cowen and Company served as financial advisor to the Special Committee and rendered a fairness opinion in connection with the revised transaction.

Under the amended merger agreement, there is a new “go-shop” provision whereby the Special Committee, with the assistance of its independent advisors, will actively solicit superior acquisition proposals from third parties for another 30 days following the signing of the amended merger agreement.  The Company does not intend to disclose developments with respect to this solicitation process unless and until the Special Committee has made a decision with respect to alternative proposals, if any, it receives. No assurances can be given that the solicitation of superior proposals will result in an alternative transaction.

A stockholders meeting to consider the amended merger agreement is expected to be held in December of this year, and the amended merger agreement requires the approval of a majority of the outstanding shares of the Company’s common stock. The closing of the transaction is expected to occur in the first calendar quarter of 2009, and in any event prior to February 15, 2009, the new expiration date of the Lenders’ financing commitment and is subject to customary closing conditions and performance criteria, including no material adverse effect on the Company’s results and operations prior to closing, although all known material adverse effects through the date of execution of the amended debt financing commitment and amended merger agreement have been waived by the Lenders and Fertitta.

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. Some factors that could realistically cause results to differ materially from those projected in the forward-looking statements include the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with Fertitta; the outcome of any legal proceedings that have been, or may be, instituted against the Company related to the merger agreement; the inability to complete the merger due to the failure to obtain stockholder approval for the merger or the failure to satisfy other conditions to completion of the merger, including the receipt of all regulatory approvals related to the merger; the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters as amended delivered pursuant to the merger agreement as amended; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the ability to recognize the benefits of the merger; the effects of local and national economic, credit and capital market conditions on the economy in general, and on the gaming, restaurant and hotel industries in particular; whether the final property and business interruption losses resulting from Hurricane Ike will be in accordance with the Company’s current estimate; changes in laws, including increased tax rates, regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies; litigation outcomes and judicial actions; acts of war or terrorist incidents or natural disasters; the effects of competition, including locations of competitors and operating and market competition; ineffective marketing or promotions, weather, management turnover, 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 and other risks described in the filings of the Company with the Securities and Exchange Commission, including but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.  The Company may not update or revise any forward-looking statements made in this press release.

Information about the Previously Announced Merger and Where to Find It

In connection with the proposed merger, the Company has filed a preliminary proxy statement and related materials with the Securities and Exchange Commission.  INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES THERETO. 

Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by the Company at the Securities and Exchange Commission’s website at http://www.sec.gov.  The proxy statement and such other documents may also be obtained for free from the Company by directing such request to Landry’s Restaurants, Inc. Investor Relations, 1510 West Loop South, Houston, TX 77027, telephone: (713) 850-1010 or on the Company’s website at http://www.landrysrestaurants.com.

The Company and its directors, executive officers and certain other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger.  Information regarding the interests of the Company’s participants in the solicitation will be included in the definitive proxy statement relating to the proposed merger when it becomes available.

	Steven L. Scheinthal	Rick H. Liem
	Executive Vice President and General Counsel	Executive Vice President and CFO
CONTACT:	(713) 850-1010	(713) 850-1010