LANDRYS RESTAURANTS INC DEFA14A 2009
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Landry's Restaurants, Inc.
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)
Item 1.01 Entry into a Material Definitive Agreement.
On November 3, 2009, Landry's Restaurants, Inc., a Delaware corporation ("Landry's" or the "Company"), entered into a definitive merger agreement with a company wholly-owned by Tilman J. Fertitta, Chairman, Chief Executive Officer and President of Landry’s. Pursuant to the agreement, the Fertitta company has agreed to acquire all of Landry’s outstanding common stock not already owned by Mr. Fertitta for $14.75 per share in cash.
Item 7.01 Regulation FD Disclosure.
On November 3, 2009, the Company issued a press release announcing that it had it has entered into a definitive merger agreement with a company wholly-owned by Tilman J. Fertitta, Chairman, Chief Executive Officer and President of Landry’s. 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.
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.