- --------------------------------------------------------------------------------

                       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: APRIL 18, 1996

                         BAYPORT RESTAURANT GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          FLORIDA                       0-10717                59-1827599
            ----                         ----                     ----
(State or other jurisdiction       (Commission File         (I.R.S. Employer
     of incorporation)                  Number)            Identification No.)

                              4000 HOLLYWOOD BLVD.
                            HOLLYWOOD, FLORIDA 33301

                    (Address of principal executive offices)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 967-6700

- --------------------------------------------------------------------------------

<PAGE>


ITEM 5.           OTHER EVENTS.

         On April 18, 1996, the Registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Landry's Seafood Restaurants, Inc., a
Delaware corporation ("Landry's"), and Landry's Acquisition, Inc., a Florida
corporation ("Acquisition"), pursuant to which Acquisition will be merged into
the Registrant with the result that the Registrant will become a wholly-owned
subsidiary of Landry's (the "Merger"). The Merger, which is intended to be a
tax-free reorganization, will be accounted for as a pooling of interests
business combination. Under the terms of the Merger Agreement, Landry's will
issue to the holders of the Registrant's common stock, $.001 par value per share
("Bayport Common Stock"), the number of shares of Landry's common stock, $.01
par value per share ("Landry's Common Stock"), equal to .2105 (the "Exchange
Ratio") multiplied by the number of outstanding shares of Bayport Common Stock
subject to certain adjustments discussed below. Based on 9,655,599 shares of
Bayport Common Stock issued and outstanding on March 29, 1996, Landry's will
issue (based on an assumed exchange ratio of .2105) 2,032,503 shares of Landry's
Common Stock, subject to certain adjustments discussed below, to the holders of
the outstanding shares of Bayport Common Stock. Cash will be issued in lieu of
fractional shares of Landry's Common Stock.

         The Exchange Ratio is subject to adjustment in the event the average of
the daily closing prices of a share of Landry's Common Stock on the
Nasdaq-National Market as reported in THE WALL STREET JOURNAL for the five
consecutive trading days that end on the second trading day prior to the Closing
Date (as defined below) (i) exceeds $22 per share, in which case the Exchange
Ratio shall be adjusted downward to account for the increase in the share price
of Landry's Common Stock; or (ii) is less than $15 per share, in which case the
Exchange Ratio shall be adjusted upward to account for the decrease in the share
price of Landry's Common Stock.

         In addition, the Exchange Ratio is subject to a downward adjustment in
the event that the Registrant's costs of completing construction of four
restaurants presently under construction exceed $13.0 million (the "Projected
Construction Costs") and/or if the pre-opening costs (the "Pre-opening Costs")
associated with such restaurants exceed $1.65 million (the "Projected
Pre-opening Costs"). As of this date, the Registrant has estimated that its
Projected Construction Costs with respect to these four restaurants will be
approximately $14.0 to 15.0 million and that its Projected Pre-Opening Costs
relating to these four restaurants will be approximately $1.65 million. The
final determination of the Projected Construction Costs and the Projected
Pre-opening Costs will be made shortly before the closing of the Merger, at a
time when the four restaurants are expected to be open or significantly closer
to completion than they are today. By way of example, if the combined overage of
the Projected Construction Costs and the Projected Pre-opening Costs were to
exceed their respective estimates by an aggregate of $1.0 million, the Exchange
Ratio would be reduced to .2060 (.2016 if the combined overage was $2.0
million).

         The closing of the Merger (the "Closing Date") is subject to various
closing conditions, including the expiration of applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the receipt of
shareholder approval from the Registrant's shareholders,

                                        2


<PAGE>


and the receipt by both parties of various customary opinions and
certifications. A meeting of the Registrant's shareholders is expected to be
held during the next 90 days to consider and vote upon the Merger. In addition,
prior to closing, Landry's has advised the Company that it anticipates
completing an underwritten public offering of approximately 4,600,000 shares of
Landry's Common Stock, which shall be deemed completed for the purposes of
consummating the transactions under the Merger Agreement on December 21, 1996,
whether or not actually completed.

         Shares of the Registrant's Series B Convertible preferred stock, $.01
par value per share ("Bayport Preferred Stock"), are currently convertible into
shares of Bayport Common Stock at a ratio of four shares of Bayport Preferred
Stock for one share of Bayport Common Stock. Under the terms of the Merger
Agreement, outstanding shares of Bayport Preferred Stock shall be converted into
the number of shares of Landry's preferred stock, $.01 par value per share
("Landry's Preferred Stock"), which is equal to the number of outstanding shares
of Bayport Preferred Stock multiplied by the Exchange Ratio, as adjusted, and
divided by four. After the Merger, shares of Landry's Preferred Stock will
convert into shares of Landry's Common Stock on a one-for-one basis. All other
terms of the Landry's Preferred Stock will be identical to the terms of the
Bayport Preferred Stock.

         Based on 2,136,499 shares of Bayport Preferred Stock issued and
outstanding on March 29, 1996 (at an assumed exchange ratio of .2105), Landry's
will issue 112,433 shares of Landry's Preferred Stock (each convertible into one
share of Landry's Common Stock), subject to the adjustments described above, to
the holders of the outstanding shares of Bayport Preferred Stock. Cash will be
issued in lieu of fractional shares of Landry's Preferred Stock.

         At the closing of the Merger, outstanding options and warrants to
purchase shares of Bayport Common Stock will be converted into the right to
purchase that number of shares of Landry's Common Stock as the holder of such
would have been entitled to receive had they exercised such options or warrants
prior to consummation of the Merger. Options to purchase shares of Bayport
Common Stock issued pursuant to the Registrant's 1993 and 1995 Stock Option
Plans (which will be converted into options to purchase shares of Landry's
Common Stock, as described above) will, in accordance with the terms of the
plans, immediately vest at the closing of the Merger. All other options and
warrants will continue to vest in accordance with the vesting schedules
contained in the agreements evidencing such options and warrants.

         The Merger Agreement contains customary representations and warranties
by the Registrant, Landry's and Acquisition and contains provisions governing
the conduct of the parties prior to the closing of the Merger.

         The Merger Agreement may be terminated and the Merger abandoned at any
time prior to the consummation of the Merger: (i) by the mutual consent of the
Boards of Directors of the Registrant and Landry's; (ii) by the Board of
Directors of either the Registrant or Landry's if there has been a material
breach by the other of any representation or warranty in the Merger

                                        3


<PAGE>


Agreement or of any covenant in the Merger Agreement which has not, or cannot
be, cured within 15 days after written notice thereof; (iii) by the Board of
Directors of either the Registrant or Landry's if the conditions to closing set
forth in the Merger Agreement are not met or waived by December 31, 1996, or the
Merger has not occurred by such date (except that neither the Registrant nor
Landry's shall be entitled to terminate if such party is in willful and material
violation of the Merger Agreement); (iv) by the Board of Directors of either the
Registrant or Landry's if the required approval of the shareholders of the
Registrant shall not have been obtained; or (v) if a governmental authority
shall have issued a final and non-appealable order or ruling enjoining,
restraining or otherwise prohibiting the Merger.

         Under the terms of the Merger Agreement, the Registrant is prohibited
from, directly or indirectly, soliciting or encouraging the initiation of any
inquiries, proposals or offers regarding any acquisition, merger, takeover bid
or sale of all or substantially all of its assets. However, if the Registrant's
Board of Directors determines that it would be consistent with its fiduciary
responsibilities to approve or recommend an unsolicited proposal which it deems
superior to the Merger (the "Superior Proposal"), then the Registrant shall be
entitled to enter into the Superior Proposal and terminate the Merger Agreement.

         In the event the Merger Agreement is terminated by the Registrant as a
result of entering into a Superior Proposal or because of the Registrant's
failure to satisfy certain of the closing conditions set forth in the Merger
Agreement, then Landry's shall be entitled to receive from the Registrant, a
cash fee payable six months after such termination (the "Termination Fee") in an
amount equal to 2.5% of (i) the product of the closing price of a share of
Landry's Common Stock on the date of such termination multiplied by the number
of shares of Landry's Common Stock which would have been issued or reserved for
issuance if the Merger had been consummated; plus (ii) any of the Registrant's
debt on the date of such termination ((i) plus (ii) above, is hereinafter, the
"Deal Value"). In addition, all expenses, including legal, accounting and tax
expenses, incurred by Landry's in connection with the Merger Agreement (the
"Expenses") would also be payable as part of the Termination Fee. If the Merger
Agreement is terminated by Landry's because of the Registrant's inability to
obtain approval of the Merger by its shareholders or because of the existence of
a material adverse change in the Registrant, the Termination Fee shall be equal
to 1.5% of the Deal Value plus the Expenses.

         In conjunction with the execution of the Merger Agreement, Landry's
entered into a Contract Termination/Consulting Agreement with David J. Connor,
the Chairman and Chief Executive Officer of Bayport (the "Connor Agreement").
Under the Connor Agreement, Landry's has agreed, upon the consummation of the
Merger, to buy-out Mr. Connor's current employment agreement with Bayport for
$1,800,000. In addition upon consummation of the Merger, all options to purchase
shares of Bayport Common Stock (which will be converted into options to purchase
shares of Landry's Common Stock) held by Mr. Connor will vest immediately and
will remain outstanding for their full term. Further, subsequent to the closing
of the Merger, Mr. Connor will provide consulting services to Landry's for which
he will be paid a consulting fee of $10,000 per month for a period of two years
from the Closing Date, subject to certain conditions. For a period of three

                                        4


<PAGE>


years following the effective date of the Merger, Mr. Connor has agreed that he
will not be involved in the seafood restaurant business in the United States in
any manner.

         Landry's has also entered into a Contract Termination Agreement with
William D. Korenbaum, the President, Chief Operating and Financial Officer and
Treasurer of Bayport (the "Korenbaum Agreement"). Under the Korenbaum Agreement,
Landry's has agreed, upon consummation of the Merger, to buy-out Mr. Korenbaum's
current employment agreement with Bayport for $1,300,000. In addition upon
consummation of the Merger, all options to purchase shares of Bayport Common
Stock (which will be converted into options to purchase shares of Landry's
Common Stock) held by Mr. Korenbaum will vest immediately and will remain
outstanding for their full term. Further, subsequent to the closing of the
Merger, for consulting services and in addition to amounts he otherwise may
receive as an employee of Landry's, Mr. Korenbaum will receive $10,000 per month
for a period of two years following the Closing Date, subject to certain
conditions. For a period of three years following the effective date of the
Merger, Mr. Korenbaum has agreed that he will not be involved in the seafood
restaurant business in the United States in any manner.

         Under their existing employment agreements, both Mr. Connor and Mr.
Korenbaum, upon a change of control of Bayport, are entitled to terminate their
employment with Bayport and receive, in addition to their annual salary through
the date of termination, the greater of (i) the sum of $1,500,000 (in the case
of Mr. Connor) and $1,000,000 (in the case of Mr. Korenbaum), or (ii) the
aggregate balance remaining under their employment agreement, without having to
fulfill their obligations or perform their duties thereunder. Further, in the
event of a change of control, all unvested stock options and bonus payments
previously paid and granted to each of Messrs. Connor and Korenbaum immediately
vest.

         Additionally, subsequent to the Closing Date, Mr. Korenbaum will be
employed by Landry's at an annual salary of $175,000 and will receive options to
purchase 100,000 shares of Landry's Common Stock vesting over a three-year
period. Mr. Korenbaum's employment with Landry's is terminable at will by either
party.

         Simultaneous with the execution of the Merger Agreement, the Registrant
entered into a loan agreement (the "Loan Agreement") with Landry's, pursuant to
which Landry's agreed to loan the Registrant up to $11,000,000 (the "Loan") to
be used to finance the continued construction of restaurants located in Chelsea
Piers and Great Neck, New York; Nashville, Tennessee; and Baltimore, Maryland
pending consummation of the Merger. Outstanding indebtedness under the Loan
Agreement bears interest at the prime rate, as published in THE WALL STREET
JOURNAL, plus 2%. Interest under the Loan Agreement is payable monthly.

         The Loan is intended to be secured by collateral assignments of the
Registrant's leasehold interests on, and all other assets located at, its
restaurants in Nashville, Tennessee; Great Neck, New York; Chicago, Illinois;
and Myrtle Beach, South Carolina (the "Collateralized Properties"). The
aggregate advances available under the Loan Agreement are based on the delivery
of the

                                        5


<PAGE>


necessary documentation for each of the Collateralized Properties to Landry's.
Currently, the Jupiter leasehold and restaurant has been collaterally assigned
to Landry's, resulting in the availability of $2,500,000 under the Loan
Agreement. At the time of the receipt by Landry's of the collateral assignments
of the Registrant's two leaseholds and restaurants in Myrtle Beach, the
collateral assignment of the Jupiter leasehold and restaurant will be reassigned
by Landry's, as described below.

         Pursuant to the Loan Agreement and except as set forth below, if the
Merger is not consummated, the Registrant will have the opportunity to repay
indebtedness under the Loan Agreement for a period of 120 days from the date the
Merger Agreement is terminated, during which time Landry's has agreed to take no
action against the Registrant. At the end of such period, if the Registrant has
not repaid such indebtedness, Landry's will be obligated to take in full
consideration of repayment of such indebtedness the Collateralized Properties.
The Merger Agreement provides that, in the event the Registrant terminates the
Merger Agreement because of the Registrant's receipt of a Superior Proposal,
Landry's will automatically obtain ownership of the Collateralized Properties
for an amount equal to $11,000,000, less (i) any amounts previously provided by
Landry's to the Registrant; (ii) certain designated fees, costs and expenses;
and (iii) the cost to complete the construction of certain restaurants making up
a portion of the Collateralized Properties.

         In connection with the Loan Agreement, The First National Bank of
Boston (as agent), The First National Bank of Boston and Capital Bank
(collectively, the "Lenders") have agreed to waive certain covenants, events of
default and termination fees under their Revolving Credit and Term Loan Facility
with the Registrant, unless and until the Merger Agreement is terminated.
Further, the Lenders have agreed to assign the collateral assignment
documentation relating to the Nashville and Jupiter restaurants to Landry's and
to permit the placement of liens on certain of the Registrant's other assets.
The collateral assignment documentation relating to the Jupiter restaurant will
be reassigned by Landry's to the Lenders upon Landry's receipt of the collateral
assignment documentation relating to the two Myrtle Beach restaurants.

         Landry's operates 46 full service, mid priced casual dining seafood
restaurants in fifteen states, primarily under the names "Landry's Seafood
House,(Registered Trademark)" "Willie G's(Registered Trademark)" and "Joe's Crab
Shack(Service Mark)". Landry's is a public company whose securities are traded
on the NASDAQ National Market under the symbol "LDRY." Its principal executive
office is located at 1400 Post Oak Blvd., Suite 1010, Houston, Texas 77056
(713-850-1010).

         The foregoing is a summary of certain information contained in the
agreements referenced herein. Reference is made to the more detailed information
contained in such agreements, which are exhibits to this report.

                                        6


<PAGE>


ITEM 7.           FINANCIAL INFORMATION AND EXHIBITS.

         (a), (b)          Not applicable.

         (c)      2.       Agreement and Plan of Merger, dated as of April 18,
                           1996, among Landry's Seafood Restaurants, Inc.,
                           Landry's Acquisition, Inc. and Bayport Restaurant
                           Group, Inc.

                  10.1     Contract Termination/Consulting Agreement, dated as
                           of April 18, 1996, by and between Landry's Seafood
                           Restaurants, Inc. and David J. Connor.

                  10.2     Contract Termination Agreement, dated as of April 18,
                           1996, by and between Landry's Seafood Restaurants,
                           Inc. and William D. Korenbaum.

                  10.3     Loan Agreement, dated as of April 18, 1996, by and
                           among Bayport Restaurant Group, Inc., Crab House,
                           Inc. and Landry's Seafood Restaurants, Inc.

                  10.4     Agreement Regarding Credit Facility, dated as of
                           April 18, 1996, among The First National Bank of
                           Boston, as Agent, The First National Bank of Boston
                           and Capital Bank, Bayport Restaurant Group, Inc.,
                           Crab House, Inc., Capt. Crab's Take-Away of 79th St.,
                           Inc., Take-Away/Kings Shopping Plaza, Inc., Cryotech
                           Industries of North Carolina, Inc. and Landry's
                           Seafood Restaurants, Inc.

                  10.5     Amendment No. 2 to Revolving Credit Agreement, dated
                           March 21, 1996, among The First National Bank of
                           Boston as Agent, The First National Bank of Boston
                           and Capital Bank, Bayport Restaurant Group, Inc.,
                           Crab House, Inc., Cap't. Crab's Take-Away of 79th
                           St., Inc., Take-Away/Kings Shopping Plaza, Inc. and
                           Cryotech Industries of North Carolina, Inc.

                                        7


<PAGE>


                                    SIGNATURE

                  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 thereunto duly authorized.

                                               BAYPORT RESTAURANT GROUP, INC.

         Date: April 30, 1996                  By: /s/ WILLIAM D. KORENBAUM
                                                   ------------------------
                                                   William D. Korenbaum,
                                                   President

                                        8
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- --------------------------------------------------------------------------------

                       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: APRIL 18, 1996

                         BAYPORT RESTAURANT GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          FLORIDA                       0-10717                59-1827599
            ----                         ----                     ----
(State or other jurisdiction       (Commission File         (I.R.S. Employer
     of incorporation)                  Number)            Identification No.)

                              4000 HOLLYWOOD BLVD.
                            HOLLYWOOD, FLORIDA 33301

                    (Address of principal executive offices)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 967-6700

- --------------------------------------------------------------------------------
ITEM 5.           OTHER EVENTS.

         On April 18, 1996, the Registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Landry's Seafood Restaurants, Inc., a
Delaware corporation ("Landry's"), and Landry's Acquisition, Inc., a Florida
corporation ("Acquisition"), pursuant to which Acquisition will be merged into
the Registrant with the result that the Registrant will become a wholly-owned
subsidiary of Landry's (the "Merger"). The Merger, which is intended to be a
tax-free reorganization, will be accounted for as a pooling of interests
business combination. Under the terms of the Merger Agreement, Landry's will
issue to the holders of the Registrant's common stock, $.001 par value per share
("Bayport Common Stock"), the number of shares of Landry's common stock, $.01
par value per share ("Landry's Common Stock"), equal to .2105 (the "Exchange
Ratio") multiplied by the number of outstanding shares of Bayport Common Stock
subject to certain adjustments discussed below. Based on 9,655,599 shares of
Bayport Common Stock issued and outstanding on March 29, 1996, Landry's will
issue (based on an assumed exchange ratio of .2105) 2,032,503 shares of Landry's
Common Stock, subject to certain adjustments discussed below, to the holders of
the outstanding shares of Bayport Common Stock. Cash will be issued in lieu of
fractional shares of Landry's Common Stock.

         The Exchange Ratio is subject to adjustment in the event the average of
the daily closing prices of a share of Landry's Common Stock on the
Nasdaq-National Market as reported in THE WALL STREET JOURNAL for the five
consecutive trading days that end on the second trading day prior to the Closing
Date (as defined below) (i) exceeds $22 per share, in which case the Exchange
Ratio shall be adjusted downward to account for the increase in the share price
of Landry's Common Stock; or (ii) is less than $15 per share, in which case the
Exchange Ratio shall be adjusted upward to account for the decrease in the share
price of Landry's Common Stock.

         In addition, the Exchange Ratio is subject to a downward adjustment in
the event that the Registrant's costs of completing construction of four
restaurants presently under construction exceed $13.0 million (the "Projected
Construction Costs") and/or if the pre-opening costs (the "Pre-opening Costs")
associated with such restaurants exceed $1.65 million (the "Projected
Pre-opening Costs"). As of this date, the Registrant has estimated that its
Projected Construction Costs with respect to these four restaurants will be
approximately $14.0 to 15.0 million and that its Projected Pre-Opening Costs
relating to these four restaurants will be approximately $1.65 million. The
final determination of the Projected Construction Costs and the Projected
Pre-opening Costs will be made shortly before the closing of the Merger, at a
time when the four restaurants are expected to be open or significantly closer
to completion than they are today. By way of example, if the combined overage of
the Projected Construction Costs and the Projected Pre-opening Costs were to
exceed their respective estimates by an aggregate of $1.0 million, the Exchange
Ratio would be reduced to .2060 (.2016 if the combined overage was $2.0
million).

         The closing of the Merger (the "Closing Date") is subject to various
closing conditions, including the expiration of applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the receipt of
shareholder approval from the Registrant's shareholders,

                                        2
and the receipt by both parties of various customary opinions and
certifications. A meeting of the Registrant's shareholders is expected to be
held during the next 90 days to consider and vote upon the Merger. In addition,
prior to closing, Landry's has advised the Company that it anticipates
completing an underwritten public offering of approximately 4,600,000 shares of
Landry's Common Stock, which shall be deemed completed for the purposes of
consummating the transactions under the Merger Agreement on December 21, 1996,
whether or not actually completed.

         Shares of the Registrant's Series B Convertible preferred stock, $.01
par value per share ("Bayport Preferred Stock"), are currently convertible into
shares of Bayport Common Stock at a ratio of four shares of Bayport Preferred
Stock for one share of Bayport Common Stock. Under the terms of the Merger
Agreement, outstanding shares of Bayport Preferred Stock shall be converted into
the number of shares of Landry's preferred stock, $.01 par value per share
("Landry's Preferred Stock"), which is equal to the number of outstanding shares
of Bayport Preferred Stock multiplied by the Exchange Ratio, as adjusted, and
divided by four. After the Merger, shares of Landry's Preferred Stock will
convert into shares of Landry's Common Stock on a one-for-one basis. All other
terms of the Landry's Preferred Stock will be identical to the terms of the
Bayport Preferred Stock.

         Based on 2,136,499 shares of Bayport Preferred Stock issued and
outstanding on March 29, 1996 (at an assumed exchange ratio of .2105), Landry's
will issue 112,433 shares of Landry's Preferred Stock (each convertible into one
share of Landry's Common Stock), subject to the adjustments described above, to
the holders of the outstanding shares of Bayport Preferred Stock. Cash will be
issued in lieu of fractional shares of Landry's Preferred Stock.

         At the closing of the Merger, outstanding options and warrants to
purchase shares of Bayport Common Stock will be converted into the right to
purchase that number of shares of Landry's Common Stock as the holder of such
would have been entitled to receive had they exercised such options or warrants
prior to consummation of the Merger. Options to purchase shares of Bayport
Common Stock issued pursuant to the Registrant's 1993 and 1995 Stock Option
Plans (which will be converted into options to purchase shares of Landry's
Common Stock, as described above) will, in accordance with the terms of the
plans, immediately vest at the closing of the Merger. All other options and
warrants will continue to vest in accordance with the vesting schedules
contained in the agreements evidencing such options and warrants.

         The Merger Agreement contains customary representations and warranties
by the Registrant, Landry's and Acquisition and contains provisions governing
the conduct of the parties prior to the closing of the Merger.

         The Merger Agreement may be terminated and the Merger abandoned at any
time prior to the consummation of the Merger: (i) by the mutual consent of the
Boards of Directors of the Registrant and Landry's; (ii) by the Board of
Directors of either the Registrant or Landry's if there has been a material
breach by the other of any representation or warranty in the Merger

                                        3
Agreement or of any covenant in the Merger Agreement which has not, or cannot
be, cured within 15 days after written notice thereof; (iii) by the Board of
Directors of either the Registrant or Landry's if the conditions to closing set
forth in the Merger Agreement are not met or waived by December 31, 1996, or the
Merger has not occurred by such date (except that neither the Registrant nor
Landry's shall be entitled to terminate if such party is in willful and material
violation of the Merger Agreement); (iv) by the Board of Directors of either the
Registrant or Landry's if the required approval of the shareholders of the
Registrant shall not have been obtained; or (v) if a governmental authority
shall have issued a final and non-appealable order or ruling enjoining,
restraining or otherwise prohibiting the Merger.

         Under the terms of the Merger Agreement, the Registrant is prohibited
from, directly or indirectly, soliciting or encouraging the initiation of any
inquiries, proposals or offers regarding any acquisition, merger, takeover bid
or sale of all or substantially all of its assets. However, if the Registrant's
Board of Directors determines that it would be consistent with its fiduciary
responsibilities to approve or recommend an unsolicited proposal which it deems
superior to the Merger (the "Superior Proposal"), then the Registrant shall be
entitled to enter into the Superior Proposal and terminate the Merger Agreement.

         In the event the Merger Agreement is terminated by the Registrant as a
result of entering into a Superior Proposal or because of the Registrant's
failure to satisfy certain of the closing conditions set forth in the Merger
Agreement, then Landry's shall be entitled to receive from the Registrant, a
cash fee payable six months after such termination (the "Termination Fee") in an
amount equal to 2.5% of (i) the product of the closing price of a share of
Landry's Common Stock on the date of such termination multiplied by the number
of shares of Landry's Common Stock which would have been issued or reserved for
issuance if the Merger had been consummated; plus (ii) any of the Registrant's
debt on the date of such termination ((i) plus (ii) above, is hereinafter, the
"Deal Value"). In addition, all expenses, including legal, accounting and tax
expenses, incurred by Landry's in connection with the Merger Agreement (the
"Expenses") would also be payable as part of the Termination Fee. If the Merger
Agreement is terminated by Landry's because of the Registrant's inability to
obtain approval of the Merger by its shareholders or because of the existence of
a material adverse change in the Registrant, the Termination Fee shall be equal
to 1.5% of the Deal Value plus the Expenses.

         In conjunction with the execution of the Merger Agreement, Landry's
entered into a Contract Termination/Consulting Agreement with David J. Connor,
the Chairman and Chief Executive Officer of Bayport (the "Connor Agreement").
Under the Connor Agreement, Landry's has agreed, upon the consummation of the
Merger, to buy-out Mr. Connor's current employment agreement with Bayport for
$1,800,000. In addition upon consummation of the Merger, all options to purchase
shares of Bayport Common Stock (which will be converted into options to purchase
shares of Landry's Common Stock) held by Mr. Connor will vest immediately and
will remain outstanding for their full term. Further, subsequent to the closing
of the Merger, Mr. Connor will provide consulting services to Landry's for which
he will be paid a consulting fee of $10,000 per month for a period of two years
from the Closing Date, subject to certain conditions. For a period of three

                                        4
years following the effective date of the Merger, Mr. Connor has agreed that he
will not be involved in the seafood restaurant business in the United States in
any manner.

         Landry's has also entered into a Contract Termination Agreement with
William D. Korenbaum, the President, Chief Operating and Financial Officer and
Treasurer of Bayport (the "Korenbaum Agreement"). Under the Korenbaum Agreement,
Landry's has agreed, upon consummation of the Merger, to buy-out Mr. Korenbaum's
current employment agreement with Bayport for $1,300,000. In addition upon
consummation of the Merger, all options to purchase shares of Bayport Common
Stock (which will be converted into options to purchase shares of Landry's
Common Stock) held by Mr. Korenbaum will vest immediately and will remain
outstanding for their full term. Further, subsequent to the closing of the
Merger, for consulting services and in addition to amounts he otherwise may
receive as an employee of Landry's, Mr. Korenbaum will receive $10,000 per month
for a period of two years following the Closing Date, subject to certain
conditions. For a period of three years following the effective date of the
Merger, Mr. Korenbaum has agreed that he will not be involved in the seafood
restaurant business in the United States in any manner.

         Under their existing employment agreements, both Mr. Connor and Mr.
Korenbaum, upon a change of control of Bayport, are entitled to terminate their
employment with Bayport and receive, in addition to their annual salary through
the date of termination, the greater of (i) the sum of $1,500,000 (in the case
of Mr. Connor) and $1,000,000 (in the case of Mr. Korenbaum), or (ii) the
aggregate balance remaining under their employment agreement, without having to
fulfill their obligations or perform their duties thereunder. Further, in the
event of a change of control, all unvested stock options and bonus payments
previously paid and granted to each of Messrs. Connor and Korenbaum immediately
vest.

         Additionally, subsequent to the Closing Date, Mr. Korenbaum will be
employed by Landry's at an annual salary of $175,000 and will receive options to
purchase 100,000 shares of Landry's Common Stock vesting over a three-year
period. Mr. Korenbaum's employment with Landry's is terminable at will by either
party.

         Simultaneous with the execution of the Merger Agreement, the Registrant
entered into a loan agreement (the "Loan Agreement") with Landry's, pursuant to
which Landry's agreed to loan the Registrant up to $11,000,000 (the "Loan") to
be used to finance the continued construction of restaurants located in Chelsea
Piers and Great Neck, New York; Nashville, Tennessee; and Baltimore, Maryland
pending consummation of the Merger. Outstanding indebtedness under the Loan
Agreement bears interest at the prime rate, as published in THE WALL STREET
JOURNAL, plus 2%. Interest under the Loan Agreement is payable monthly.

         The Loan is intended to be secured by collateral assignments of the
Registrant's leasehold interests on, and all other assets located at, its
restaurants in Nashville, Tennessee; Great Neck, New York; Chicago, Illinois;
and Myrtle Beach, South Carolina (the "Collateralized Properties"). The
aggregate advances available under the Loan Agreement are based on the delivery
of the

                                        5
necessary documentation for each of the Collateralized Properties to Landry's.
Currently, the Jupiter leasehold and restaurant has been collaterally assigned
to Landry's, resulting in the availability of $2,500,000 under the Loan
Agreement. At the time of the receipt by Landry's of the collateral assignments
of the Registrant's two leaseholds and restaurants in Myrtle Beach, the
collateral assignment of the Jupiter leasehold and restaurant will be reassigned
by Landry's, as described below.

         Pursuant to the Loan Agreement and except as set forth below, if the
Merger is not consummated, the Registrant will have the opportunity to repay
indebtedness under the Loan Agreement for a period of 120 days from the date the
Merger Agreement is terminated, during which time Landry's has agreed to take no
action against the Registrant. At the end of such period, if the Registrant has
not repaid such indebtedness, Landry's will be obligated to take in full
consideration of repayment of such indebtedness the Collateralized Properties.
The Merger Agreement provides that, in the event the Registrant terminates the
Merger Agreement because of the Registrant's receipt of a Superior Proposal,
Landry's will automatically obtain ownership of the Collateralized Properties
for an amount equal to $11,000,000, less (i) any amounts previously provided by
Landry's to the Registrant; (ii) certain designated fees, costs and expenses;
and (iii) the cost to complete the construction of certain restaurants making up
a portion of the Collateralized Properties.

         In connection with the Loan Agreement, The First National Bank of
Boston (as agent), The First National Bank of Boston and Capital Bank
(collectively, the "Lenders") have agreed to waive certain covenants, events of
default and termination fees under their Revolving Credit and Term Loan Facility
with the Registrant, unless and until the Merger Agreement is terminated.
Further, the Lenders have agreed to assign the collateral assignment
documentation relating to the Nashville and Jupiter restaurants to Landry's and
to permit the placement of liens on certain of the Registrant's other assets.
The collateral assignment documentation relating to the Jupiter restaurant will
be reassigned by Landry's to the Lenders upon Landry's receipt of the collateral
assignment documentation relating to the two Myrtle Beach restaurants.

         Landry's operates 46 full service, mid priced casual dining seafood
restaurants in fifteen states, primarily under the names "Landry's Seafood
House,(Registered Trademark)" "Willie G's(Registered Trademark)" and "Joe's Crab
Shack(Service Mark)". Landry's is a public company whose securities are traded
on the NASDAQ National Market under the symbol "LDRY." Its principal executive
office is located at 1400 Post Oak Blvd., Suite 1010, Houston, Texas 77056
(713-850-1010).

         The foregoing is a summary of certain information contained in the
agreements referenced herein. Reference is made to the more detailed information
contained in such agreements, which are exhibits to this report.

                                        6
ITEM 7.           FINANCIAL INFORMATION AND EXHIBITS.

         (a), (b)          Not applicable.

         (c)      2.       Agreement and Plan of Merger, dated as of April 18,
                           1996, among Landry's Seafood Restaurants, Inc.,
                           Landry's Acquisition, Inc. and Bayport Restaurant
                           Group, Inc.

                  10.1     Contract Termination/Consulting Agreement, dated as
                           of April 18, 1996, by and between Landry's Seafood
                           Restaurants, Inc. and David J. Connor.

                  10.2     Contract Termination Agreement, dated as of April 18,
                           1996, by and between Landry's Seafood Restaurants,
                           Inc. and William D. Korenbaum.

                  10.3     Loan Agreement, dated as of April 18, 1996, by and
                           among Bayport Restaurant Group, Inc., Crab House,
                           Inc. and Landry's Seafood Restaurants, Inc.

                  10.4     Agreement Regarding Credit Facility, dated as of
                           April 18, 1996, among The First National Bank of
                           Boston, as Agent, The First National Bank of Boston
                           and Capital Bank, Bayport Restaurant Group, Inc.,
                           Crab House, Inc., Capt. Crab's Take-Away of 79th St.,
                           Inc., Take-Away/Kings Shopping Plaza, Inc., Cryotech
                           Industries of North Carolina, Inc. and Landry's
                           Seafood Restaurants, Inc.

                  10.5     Amendment No. 2 to Revolving Credit Agreement, dated
                           March 21, 1996, among The First National Bank of
                           Boston as Agent, The First National Bank of Boston
                           and Capital Bank, Bayport Restaurant Group, Inc.,
                           Crab House, Inc., Cap't. Crab's Take-Away of 79th
                           St., Inc., Take-Away/Kings Shopping Plaza, Inc. and
                           Cryotech Industries of North Carolina, Inc.

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SIGNATURE

                  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 thereunto duly authorized.

                                               BAYPORT RESTAURANT GROUP, INC.

         Date: April 30, 1996                  By: /s/ WILLIAM D. KORENBAUM
                                                   ------------------------
                                                   William D. Korenbaum,
                                                   President

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