Frequently Asked Questions Related to the Settlement

  1. What is this case about?

  2. Why did I receive the Notice?

  3. I received a Notice Packet. Can you please provide me with a list of my transaction history with Landry's?

  4. How do I know if I am an eligible claimant?

  5. What is the amount of the Settlement Fund?

  6. What do I need to do to participate in the Settlement?

  7. What do I need to submit with my Proof of Claim form?

  8. How will my claim be calculated?

  9. When will I receive my payment?

  10. Can I object to the Settlement?

  11. What happens if I do not do anything?

  12. Who is the Claims Administrator?

  13. Where can I obtain additional information about the Litigation?

  14. Where can I obtain a copy of the Settlement Notice and/or the Proof of Claim form?

  15. When must I submit my Proof of Claim form?

  16. Do I have to give my Proof of Claim form to my broker (financial advisor) or can I send it in?

  17. If I have further questions, can I submit my questions via telephone?

  18. How will I know when my Proof of Claim form has been received by the Claims Administrator?

  19. If we are a financial institution that served as an advisor to numerous clients, can we file claim forms on their behalf?




1. What is this case about?

A. On June 16, 2008, Fertitta and the 2008 Fertitta Entities agreed to acquire Landry's for $21 per share and to pay a $24 million reverse termination fee if they did not close the merger transaction in the absence of a contractual termination right (the "$21 merger agreement" or "2008 merger agreement").

On September 13, 2008, Hurricane Ike made landfall in Texas, causing damage to a number of Landry's properties.

On October 7, 2008, Landry's issued a press release stating that, among other things, the debt financing required to complete the 2008 merger agreement was "in jeopardy."

On October 17, 2008, the terms of the $21 merger agreement were amended to lower the acquisition price that Fertitta agreed to pay to $13.50 per share and by lowering the reverse termination fee to $15 million.

On January 11, 2009, the $21 merger agreement (as amended to provide for a $13.50 per share price to shareholders) was terminated without payment of any termination fee.

On February 5, 2009, Plaintiff filed a complaint in Delaware Chancery Court styled Louisiana Municipal Police Employees' Retirement System v. Tilman J. Fertitta, et al. asserting breach of fiduciary duty claims against Fertitta and the 2008 Fertitta Entities, the Outside Director Defendants, Scheinthal, and nominal defendant Landry's concerning the amendment and subsequent termination of the $21 merger agreement and a derivative claim on behalf of Landry's against the Board for failure to seek payment of the $24 million reverse termination fee. In short, Plaintiff alleged that Fertitta had abused his fiduciary position in order to force a renegotiation of the $21 merger agreement for self-interested purposes. Plaintiff also alleged that the Outside Director Defendants acted in bad faith in failing to protect Landry's and its shareholders from Fertitta's alleged misconduct. Defendants denied these allegations.

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2. Why did I receive the Notice?

A. The Notice is being sent to you pursuant to an order of the Court because you or someone in your family may have held Landry's common stock at any point during the period between and including September 17, 2008 and January 11, 2009 (the "2008 Transaction Subclass Period") and/or at any point during the period between November 3, 2009 and the closing of a sale/merger transaction to Fertitta or a third party (the "2009 Transaction Subclass Period"). As a potential Class Member, you have a right to know about your options before the Court rules on the proposed Settlements. Additionally, you have the right to understand how a class action lawsuit may generally affect your legal rights. If the Court approves the Settlements, (a) the Action will be dismissed with prejudice, (b) Plaintiff, on behalf of itself and the other Class Members, will be deemed to have released certain claims (as set forth in Paragraphs 17 and 19 of the Notice), and (c) the claims administrator ("Claims Administrator") selected by Plaintiff and approved by the Court will make payments from the Settlement Fund pursuant to the 2008 Class Settlement after any objections and appeals are resolved.

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3. I received a Notice Packet. Can you please provide me with a list of my transaction history with Landry's?

A. We do not have your transaction history for Landry's common stock. We have only been notified by a bank, brokerage firm, other financial institution, or the transfer agent for Landry's common stock, that you may be a Class Member. We do not have any of your financial records.

If for some reason you do not have your financial records, please contact your bank, broker or financial institution for records documenting your investments in Landry's common stock.

Acceptable forms of supporting documentation include:

1. Broker confirmation slips that list the security name, the name and address of the purchaser or seller, type of transaction (purchase or sale), the date of the transaction, the number of shares or other securities, the price per share or security and the total amount of the transaction, AND/OR

2. Periodic (monthly or quarterly) account statements that detail all activity within a specific period.

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4. How do I know if I am an eligible claimant?

A. 2008 Transaction Subclass Members: If you are a member of the 2008 Transaction Subclass, you are subject to the 2008 Class Settlement. The 2008 Transaction Subclass certified by the Court, for Settlement purposes only, consists of all persons and entities who held shares of Landry's common stock at any time between and including September 17, 2008 and January 11, 2009. Excluded from the 2008 Transaction Subclass are: Defendants; members of the immediate families of each of the Individual Defendants; all directors, officers, parents, subsidiaries and affiliates of Landry's and the Fertitta Entities; any person, firm, trust, corporation or entity in which any Defendant has or had a controlling interest or which is related to or affiliated with any of the Defendants; and the legal representatives, heirs, successors-in-interest or assigns of any such excluded party.

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5. What is the amount of the Settlement Fund?

A. In consideration of the 2008 Class Settlement, Defendants or their successor(s)-in-interest have agreed to pay or caused to be paid $14,500,000 in cash (the "Settlement Amount") into an interest-bearing escrow account for the benefit of the 2008 Transaction Subclass. The Settlement Amount and any and all interest earned thereon is referred to as the "Settlement Fund."

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6. What do I need to do to participate in the Settlement?

A. If you are a member of the 2008 Transaction Subclass and wish to receive a payment from the Settlement Fund, you must submit a completed Proof of Claim form, postmarked no later than December 6, 2010.

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7. What do I need to submit with my Proof of Claim form?

A. You must submit with you Proof of Claim form and submit documentary evidence of each transaction that you list on your Proof of Claim form. Acceptable forms of supporting documentation include:

1. Broker confirmation slips that list the security name, name and address of the purchaser or seller, type of transaction (purchase or sale), the date of the transaction, the number of shares or other securities, the price per share or security and the total amount of the transaction, AND/OR

2. Periodic (monthly or quarterly) account statements that detail all activity within a specific period

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8. How will my claim be calculated?

A. The Settlement Notice includes on pages 7-10 the proposed "Plan of Allocation" which provides formulae explaining how each claimant's recognized claim will be calculated. Claimants will not likely receive the full amount of their recognized claims. After all of the recognized claims of all eligible Class Members are calculated, the Authorized Claimants will share in a pro rata distribution of the Net Settlement Fund. To download a copy of the Settlement Notice, please click here.

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9. When will I receive my payment?

A. Payment will be made to claims that have been deemed eligible, which is subject to Court approval, and only after the Settlement is approved by the Court. We will post notice on our website when the distribution process has started.

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10. Can I object to the Settlement?

A. If you are a Class Member you can object to any part of the Settlement, the proposed Plan of Allocation, and the application by Lead Counsel for attorneys' fees and expenses. You must write to the Court setting out your objection, giving reasons why you think the Court should not approve any part or all of the Settlement.

Objections or oppositions must be in writing. You must file any written objection or opposition, together with copies of all other papers and briefs, with the Register in Chancery, New Castle County Courthouse, 500 North King Street, Wilmington, DE 19801 on or before September 22, 2010. You must also serve the papers on the following counsel of record so that the papers are received on or before September 22, 2010:

Mark Lebovitch
BERNSTEIN LITOWITZ BERGER &
GROSSMANN LLP
1251 Avenue of the Americas
New York, NY 10020
Mary S. Thomas
GRANT & EISENHOFER P.A.
1201 N. Market St.
Wilmington, DE 19801

Class Counsel

David J. Teklits
MORRIS, NICHOLS, ARSHT &
TUNNELL LLP
1201 North Market Street, 18th Floor
P.O. Box 1347
Wilmington, DE 19899
Gerard G. Pecht
FULBRIGHT & JAWORSKI L.L.P.
1301 McKinney, Suite 5100
Houston, TX 77010

Counsel for Defendants Kenneth Brimmer, Michael S. Chadwick, Michael Richmond and Joe Max Taylor

Thomas A. Beck
Daniel A. Dreisbach
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 N. King Street
Wilmington, DE 19801
David D. Sterling
Danny David
BAKER BOTTS L.L.P.
One Shell Plaza
910 Louisiana Street
Houston, TX 77002

Counsel for Defendants Tilman J. Fertitta, Steven L. Scheinthal, Fertitta Holdings, Inc., Fertitta Acquisition Co., Richard Liem, Fertitta Group, Inc. and Fertitta Merger Co.

Bruce L. Silverstein
Elena C. Norman
YOUNG CONAWAY STARGATT & TAYLOR LLP
The Brandywine Building
1000 West Street, 17th Floor
Wilmington, DE 19801
Odean L. Volker
HAYNES AND BOONE, LLP
One Houston Center
1221 McKinney, Suite 2100
Houston, TX 77010

Counsel for Nominal Defendant Landry's Restaurants, Inc.

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11. What happens if I do not do anything?

A. If you do nothing, you will get no money from this Settlement and you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the Settling Defendants and the other Released Defendant Parties about the Released Claims in this case

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12. Who is the Claims Administrator?

A. The Garden City Group, Inc.

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13. Where can I obtain additional information about the Litigation?

A. You may obtain additional information on this settlement website: (www.landrysshareholderlitigation.com) or by calling the toll-free hotline at 1-800-231-1815. Please do not contact the Court.

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14. Where can I obtain a copy of the Settlement Notice and/or the Proof of Claim form?

A. You can obtain a Settlement Notice and Proof of Claim form by calling 1-800-231-1815 or by clicking here and here.

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15. When must I submit my Proof of Claim form?

A. The Proof of Claim form must be postmarked no later than December 6, 2010.

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16. Do I have to give my Proof of Claim form to my broker (financial advisor) or can I send it in?

A. There is no requirement that you use a broker or other agent to submit a Proof of Claim. Unless you have authorized and directed your broker or agent to submit a Proof of Claim on your behalf, you should submit your claim yourself. The Proof of Claim requires information that should be readily available to you from your own financial records. If you are not an institution filing electronically, you should mail your Proof of Claim form directly to the Claims Administrator at the following address:

Landry's Shareholder Litigation
c/o The Garden City Group, Inc.
P.O. Box 9349
Dublin, OH 43017-4249

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17. If I have further questions, can I submit my questions via telephone?

A. If you have questions which are not answered by this website, please contact us at the telephone number 1-800-231-1815.

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18. How will I know when my Proof of Claim form has been received by the Claims Administrator?

A. Approximately 60 days after receipt of your claim form, the Claims Administrator will mail you a postcard acknowledging receipt.

Please note that as we process claims, we will also notify you in writing if your claim is deficient or ineligible. Steps needed to cure your claim will be set forth in the correspondence sent to you.

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19. If we are a financial institution that served as an advisor to numerous clients, can we file claim forms on their behalf?

A. Provided that you are authorized to do so by your clients, and you provide us with copies of that authorization, then, yes, you may file on behalf of your clients who have so authorized you.

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