- Amended Statement of Beneficial Ownership (SC 13D/A)
October 08 2010 - 3:27PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 3*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240. 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240. 13d-2(a)
LANDRYS RESTAURANTS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
51508L103
(CUSIP Number)
Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
212-813-3700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with a copy to:
Alan J. Sinsheimer, Esq.
Alexandra D. Korry, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
212-558-4000
October
6, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
o
Note
. Schedules filed in paper format shall include a signed original and five copies of the
Schedule including all exhibits.
See
Section 240.13d-7 for other parties to whom copies are to be
sent. *The remainder of this cover page shall be filled out for a reporting persons initial
filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
TABLE OF CONTENTS
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CUSIP No.
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51508L103
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13D
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Page
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2
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of
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8
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Pages
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1
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NAME OF REPORTING PERSONS
Pershing Square Capital Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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-0-
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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-0-
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP No.
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51508L103
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13D
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Page
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3
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of
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8
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Pages
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1
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NAME OF REPORTING PERSONS
PS Management GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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-0-
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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-0-
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No.
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51508L103
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13D
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Page
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4
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of
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8
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Pages
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1
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NAME OF REPORTING PERSONS
Pershing Square GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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-0-
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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-0-
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP No.
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51508L103
|
13D
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Page
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5
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of
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8
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Pages
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1
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NAMES OF REPORTING PERSONS
William A. Ackman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
|
|
(b)
o
|
|
|
|
3
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SEC USE ONLY
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|
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4
|
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|
OO (See Item 3)
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|
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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|
o
|
|
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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7
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SOLE VOTING POWER
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|
|
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NUMBER OF
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-0-
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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-0-
|
|
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
-0-
|
|
|
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
|
|
o
|
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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-0-
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
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51508L103
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13D
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Page
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6
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of
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8
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Pages
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1
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NAMES OF REPORTING PERSONS
Richard T. McGuire
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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-0-
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|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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-0-
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
o
|
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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-0-
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Item 1. Security and Issuer
This Amendment No. 3 to Schedule 13D (Amendment No. 3) amends and supplements the statement
on Schedule 13D, as previously amended to date (the Schedule 13D), by (i) Pershing Square Capital
Management, L.P., a Delaware limited partnership (Pershing Square); (ii) PS Management GP, LLC, a
Delaware limited liability company (PS Management); (iii) Pershing Square GP, LLC, a Delaware
limited liability company (Pershing Square GP); (iv) William A. Ackman, a citizen of the United
States of America; and (v) Richard T. McGuire, a citizen of the United States of America
(collectively, the Reporting Persons), relating to the common stock, par value $0.01 per share
(the Common Shares) of Landrys Restaurants, Inc., a Delaware corporation (the Issuer).
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented as follows:
On October 4, 2010, the Issuer announced that its stockholders had adopted and approved the
merger in accordance with the terms of the amended merger agreement. Pursuant to the terms
thereof, on October 6, 2010, the merger closed and each outstanding Common Share was converted
into the right to receive $24.50 in cash. As a result of the consummation of the merger, the
Reporting Persons ceased to beneficially own any Common Shares.
Item 5. Interest in Securities of the Issuer
Item 5(a), (b) is hereby amended and supplemented as follows:
As described in Item 4 above, as a result of the consummation of the merger, the Reporting
Persons ceased to beneficially own any Common Shares.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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Date: October 8, 2010
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PERSHING SQUARE CAPITAL
MANAGEMENT, L.P.
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By:
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PS Management GP, LLC,
its General Partner
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By:
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/s/ William A. Ackman
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William A. Ackman
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Managing Member
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PS MANAGEMENT GP, LLC
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By:
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/s/ William A. Ackman
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William A. Ackman
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Managing Member
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PERSHING SQUARE GP, LLC
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By:
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/s/ William A. Ackman
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William A. Ackman
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Managing Member
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/s/ William A. Ackman
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William A. Ackman
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/s/ Richard T. McGuire
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Richard T. McGuire
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