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):
May 15, 1996
LANDRY'S SEAFOOD RESTAURANTS, INC.
(exact name of registrant as specified in its charter)
Delaware 000-22150 76-0405386
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1400 Post Oak Blvd.
Suite 1010
Houston, Texas 77056
(address of principal executive offices)
Registrant's telephone number, including area code
(713) 850-1010
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the previously disclosed Plan of Merger between Landry's Seafood
Restaurants, Inc. (the "Company") and Bayport Restaurant Group, Inc.
("Bayport"), included in Exhibit 10.1, and incorporated herein by this
reference, are financial statements as of March 25, 1996 of Bayport. Attached as
Attachment "1" are unaudited pro forma condensed combined financial statements
of the Company and Bayport setting forth certain pro forma financial information
for the year ended December 31, 1995 and for the three months ended March 31,
1996. Copies of the Plan Acquisition have previously been filed in connection
with the Company's current report on Form 8-K dated April 18, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Quarterly Report on Form 10-Q for the quarter ended March 25, 1996 as
filed by Bayport Restaurant Group, Inc.
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 SEAFOOD RESTAURANT, INC.
(Registrant)
By: /s/ Paul S. West
----------------------------------
Paul S. West, Vice President of
Finance and Chief Financial
Officer
Dated: May 15, 1996.
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"Attachment 1"
COMPANY AND BAYPORT
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The unaudited pro forma condensed combined statements of operations for the
year ended December 31, 1995 and for the three months ended March 31, 1996
assume that the Merger had been consummated at the beginning of such periods.
The unaudited pro forma condensed combined balance sheet as of March 31, 1996
assumes that the Merger had been consummated on March 31, 1996.
The following unaudited pro forma condensed combined financial statements
are presented to reflect the estimated impact on the historical Consolidated
Financial Statements of the Company of the Merger and of the issuance of
2,020,920, as of December 31, 1995 (2,032,504 as of March 31, 1996) shares of
Common Stock and 120,720 as of December 31, 1995 (112,433 as of March 31,
1996) shares of Preferred Stock in connection therewith (based on an assumed
Exchange Ratio of .2105). The Merger will be accounted for as a pooling-of-
interests.
The unaudited pro forma condensed combined financial statements give effect
only to the reclassifications and adjustments set forth in the accompanying
Notes to unaudited pro forma condensed combined financial statements.
Unaudited pro forma information is not necessarily indicative of the results
of operations or financial position which would have occurred had the Merger
been consummated at the beginning of the earliest period presented, nor is it
necessarily indicative of the Company's future results of operations or
financial position.
These statements have been prepared from the consolidated financial
statements of the Company and the consolidated financial statements of Bayport
and should be read in conjunction with such statements and the related Notes.
Such statements and related notes are incorporated herein by reference.
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COMPANY AND BAYPORT
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(IN THOUSANDS)
MARCH 31, 1996
--------------------------------------
PRO
PRO FORMA FORMA
ASSETS COMPANY BAYPORT ADJUSTMENTS COMBINED
------ -------- ------- ----------- --------
Current Assets........................ $ 16,976 $10,450 $ 27,426
Property and Equipment, net........... 120,281 39,083 159,364
Goodwill and Other Assets............. 4,955 2,582 7,537
-------- ------- --------
Total Assets........................ $142,212 $52,115 $194,327
======== ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities................... $ 12,644 $26,351 $ 38,995
Notes payable, other long-term
obligations and deferred taxes....... 2,543 2,892 5,435
Stockholders' Equity
Preferred Stock..................... -- 21 ($20) 1
Common Stock........................ 182 10 10 202
Additional Paid-In Capital.......... 107,921 22,127 10 130,058
Retained Earnings................... 18,922 1,143 20,065
Notes Receivable from Officers...... -- (429) (429)
-------- ------- --------
Total Stockholders' Equity.......... 127,025 22,872 149,897
-------- ------- --------
Total Liabilities and Stockholders'
Equity............................. $142,212 $52,115 $194,327
======== ======= ========
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED
1995 MARCH 31, 1996
-------------------------- -------------------------
PRO PRO
FORMA FORMA
COMPANY BAYPORT COMBINED COMPANY BAYPORT COMBINED
-------- ------- -------- ------- ------- --------
Revenues................. $104,018 $53,602 $157,620 $34,819 $18,251 $53,070
Operating Costs and
Expenses................ 91,068 51,107 142,175 30,020 17,563 47,583
-------- ------- -------- ------- ------- -------
Operating Income......... 12,950 2,495 15,445 4,799 688 5,487
Other (Income) Expense,
Net..................... (1,893) 344 (1,549) (100) 199 99
-------- ------- -------- ------- ------- -------
Income Before Income
Taxes................... 14,843 2,151 16,994 4,899 489 5,388
Provisions for Income
Taxes................... 5,259 687 5,946 1,764 166 1,930
-------- ------- -------- ------- ------- -------
Net Income............... $ 9,584 $ 1,464 $ 11,048 $ 3,135 $ 323 $ 3,458
======== ======= ======== ======= ======= =======
Net Income Per Common
Share................... $ 0.55 $ 0.14 $ 0.57 $ 0.17 $ 0.03 $ 0.16
======== ======= ======== ======= ======= =======
Weighted Average Number
of Common Shares and
Common Share Equivalents
Outstanding............. 17,320 10,479 19,526 19,000 10,364 21,182
The accompanying notes are an integral part of the unaudited pro forma
condensed combined financial statements.
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COMPANY AND BAYPORT
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
1. FISCAL PERIODS
The Company's fiscal year ends on the calendar year-end, December 31, and
each quarter is comprised of three month periods. Bayport's fiscal year ends
on the last Monday in December, which was December 25, 1995, and the first
quarter ended on March 25, 1996. The 1995 fiscal year consisted of 52 weeks
and the first quarter of 1996 was approximately 13 weeks for both the Company
and Bayport. The differences between Bayport's actual year-end and a year-end
of December 31, and Bayport's actual first quarter-end and March 31,
consistent with the Company's, are not deemed material.
2. STOCKHOLDERS' EQUITY
The pro forma adjustments to common stock, preferred stock, and additional
paid-in-capital as of December 31, 1995 and March 31, 1996, reflect the
issuance of 2,020,920 and 2,032,504 shares, respectively, of Common Stock for
all the outstanding common stock of Bayport, representing an Exchange Ratio of
.2105 share of Common Stock for each share of Bayport common stock, and to
reflect the issuance of 120,720 and 112,433 shares, respectively, of the
Company's Convertible Preferred Stock for all the outstanding convertible
Series B Preferred shares of Bayport, representing an Exchange Ratio of .0526
Landry's preferred share for each share of Bayport Series B Preferred Stock.
Upon the Merger, each newly issued Landry Preferred Stock share will be
convertible into Landry Common Stock share on a basis of one-to-one, subject
to mandatory conversion into Common Stock on August 19, 1998. For the purpose
of these unaudited pro forma condensed combined financial statements, the
number of shares of Landry's Common and Preferred Stock to be issued
represents the estimated number of shares which may be issued by Landry's
pursuant to the Merger Agreement assuming there are no adjustments to the
Exchange Ratio. See "The Bayport Acquisition."
3. RECLASSIFICATIONS
Certain reclassifications have been made to historical amounts of Bayport to
conform the financial presentation of the two companies.
4. MERGER EXPENSES
Under the pooling-of-interests method of accounting, costs associated with
the merger of the Company and Bayport are treated as an expense of the
combined company. The accompanying unaudited pro forma condensed combined
statements of income do not reflect the expenses associated with the Merger,
which are estimated to be approximately $8,000 to $10,000, that will be
recorded in the first period that consolidated financial statements of the
combined companies are presented, since the expenses are non-recurring. Merger
expenses consist primarily of professional fees, proxy preparation and
solicitation costs, and estimated severance and office consolidation costs,
including termination payments on pre-existing employment contracts
aggregating approximately $3,100 to two senior executive officers of Bayport.
5. WEIGHTED AVERAGE SHARES OUTSTANDING
The weighted average number of outstanding shares of common stock and common
stock equivalents on a pro forma basis gives effect to the number of
equivalent shares of the Company's Common Stock into which such common stock
and common stock equivalents of Bayport may be exchanged utilizing the assumed
Exchange Ratio of .2105, applied to the historical weighted number of shares
of Bayport common stock and common stock equivalents outstanding.
6. CERTAIN OTHER UNAUDITED PRO FORMA RESULTS
Landry's and Bayport's statements of operations on an unaudited pro forma
combined basis for the quarter ended March 31, 1995, and the year ended
December 31, 1994 and 1993 includes combined revenues of $33,010, $100,774 and
$60,668, respectively, combined operating income of $3,505, $9,263 and $5,255,
respectively, combined net income of $2,397, $6,619 and $4,111, respectively,
and net income per common share of $0.14, $0.41 and $0.36, respectively.
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