FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1996February 28, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission file number: 1-8308
LUBY'S CAFETERIAS, INC.
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 74-1335253
____________________________ ________________________________________________________ _____________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2211 Northeast Loop 410, P. O. Box 33069
San Antonio, Texas 78265-3069
______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
210/654-9000
______________________________________________________________________________
(Registrant's telephone number, including area code)
______________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes xX No
___ ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock: 23,293,10123,410,574 shares outstanding as of November 30, 1996February 28, 1997
(exclusive of 4,109,9663,992,493 treasury shares)
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
LUBY'S CAFETERIAS, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
(UNAUDITED)
Three Months Ended
November 30,
1996 1995
____ ____
(Amounts in thousands
except per share data)
Sales $122,287 $108,337
Costs and expenses:
Cost of food 30,389 27,006
Payroll and related costs 36,011 30,304
Occupancy and other operating expenses 36,906 32,172
General and administrative expenses 5,563 4,973
________ ________
108,869 94,455
________ ________
Income from operations 13,418 13,882
Interest expense (653) (528)
Other income, net 301 350
________ ________
Income before income taxes 13,066 13,704
Provision for income taxes 4,900 5,139
________ ________
Net income 8,166 8,565
Retained earnings at beginning of period 267,374 248,973
Cash dividends (4,647) (4,200)
Treasury stock transactions (261) (195)
________ ________
Retained earnings at end of period $270,632 $253,143
________ ________
Net income per share $.35 $.37
________ ________
Cash dividend per share $.20 $.18
________ ________
Average number of shares outstanding 23,614 23,322
LUBY'S CAFETERIAS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
February 28, February 29, February 28, February 29,
1997 1996 1997 1996
___________ ___________ ____________ ___________
(Amounts in thousands except per share data)
Sales $118,830 $108,835 $241,117 $217,172
Costs and expenses:
Cost of food 28,654 26,207 59,043 53,213
Payroll and related costs 35,268 29,994 71,279 60,298
Occupancy and other operating
expenses 36,324 32,171 73,230 64,343
General and administrative
expenses 5,617 5,291 11,180 10,264
________ ________ ________ ________
105,863 93,663 214,732 188,118
________ ________ ________ ________
Income from operations 12,967 15,172 26,385 29,054
Interest expense (955) (671) (1,608) (1,199)
Other income, net 453 373 754 723
________ ________ ________ ________
Income before income taxes 12,465 14,874 25,531 28,578
Provision for income taxes 4,061 5,552 8,961 10,691
________ ________ ________ ________
Net income $ 8,404 $ 9,322 $ 16,570 $ 17,887
________ ________ ________ ________
Net income per share $.36 $.40 $.71 $.77
________ ________ ________ ________
Cash dividends per share $.20 $.18 $.40 $.36
________ ________ ________ ________
Average number of shares
outstanding 23,380 23,432 23,498 23,377
See accompanying notes.
/TABLE
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
February 28, August 31,
1997 1996
___________ __________
(Thousands of dollars)
ASSETS
Current assets:
Cash and cash equivalents $ 6,332 $ 2,687
Trade accounts and other receivables 631 541
Food and supply inventories 4,561 4,517
Prepaid expenses 4,092 3,195
Deferred income taxes 502 418
________ ________
Total current assets 16,118 11,358
Investments and other assets - at cost 23,449 12,343
Property, plant, and equipment - at cost, net 331,754 311,589
________ ________
$371,321 $335,290
________ ________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 10,389 $ 14,568
Dividends payable 4,682 4,796
Accrued expenses and other liabilities 18,306 24,336
Income taxes payable 1,489 2,754
________ ________
Total current liabilities 34,866 46,454
Long-term debt 95,000 41,000
Deferred income taxes and other credits 22,510 22,163
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 26,945 26,945
Retained earnings 273,553 267,374
Less cost of treasury stock (90,322) (77,415)
________ ________
Total shareholders' equity 218,945 225,673
________ ________
$371,321 $335,290
________ ________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
February 28, February 29,
1997 1996
___________ ____________
(Thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $16,570 $17,887
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 9,793 8,674
Decrease in accrued expenses and
other liabilities (5,915) (6,610)
Other (4,695) (2,732)
_______ _______
Net cash provided by operating activities 15,753 17,219
_______ _______
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property, plant,
and equipment 1,052 ---
Purchases of land held for future use (11,608) (3,999)
Purchases of property, plant, and equipment (30,617) (16,605)
_______ _______
Net cash used in investing activities (41,173) (20,604)
_______ _______
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under
stock option plan 2,775 4,891
Net payments of short-term borrowings --- (57,000)
Proceeds from long-term debt 486,000 53,000
Reductions of long-term debt (432,000) ---
Purchases of treasury stock (18,260) ---
Dividends paid (9,450) (8,396)
_______ _______
Net cash provided by (used in)
financing activities 29,065 (7,505)
_______ _______
Net increase (decrease) in cash and
cash equivalents 3,645 (10,890)
Cash and cash equivalents at beginning of period 2,687 12,392
_______ _______
Cash and cash equivalents at end of period $ 6,332 $ 1,502
_______ _______
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
November 30, August 31,
1996 1996
____ ____
(Thousands of dollars)
ASSETS
Current assets:
Cash and cash equivalents $ 3,977 $ 2,687
Trade accounts and other receivables 565 541
Food and supply inventories 4,133 4,517
Prepaid expenses 2,610 3,195
Deferred income taxes 476 418
________ ________
Total current assets 11,761 11,358
Investments and other assets - at cost 22,000 12,343
Property, plant, and equipment - at cost, net 327,705 311,589
________ ________
$361,466 $335,290
________ ________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 10,431 $ 14,568
Dividends payable 4,659 4,796
Accrued expenses and other liabilities 20,657 24,336
Income taxes payable 6,206 2,754
________ ________
Total current liabilities 41,953 46,454
Long-term debt 84,000 41,000
Deferred income taxes and other credits 22,258 22,163
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 26,945 26,945
Retained earnings 270,632 267,374
Less cost of treasury stock (93,091) (77,415)
________ ________
Total shareholders' equity 213,255 225,673
________ ________
$361,466 $335,290
________ ________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
November 30,
1996 1995
____ ____
(Thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 8,166 $ 8,565
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 4,831 4,276
Decrease in accrued expenses
and other liabilities (3,564) (5,797)
Other 1,970 2,923
_______ _______
Net cash provided by operating activities 11,403 9,967
_______ _______
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of land held for future use (10,072) (3,341)
Purchases of property, plant, and equipment (20,947) (7,706)
_______ _______
Net cash used in investing activities (31,019) (11,047)
_______ _______
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock
under stock option plan 950 80
Net proceeds from short-term borrowings --- 3,000
Proceeds from long-term debt 220,000 ---
Reductions of long-term debt (177,000) ---
Purchases of treasury stock (18,260) ---
Dividends paid (4,784) (4,196)
_______ _______
Net cash provided by (used in)
financing activities 20,906 (1,116)
_______ _______
Net increase (decrease) in cash
and cash equivalents 1,290 (2,196)
Cash and cash equivalents at beginning of period 2,687 12,392
_______ _______
Cash and cash equivalents at end of period $ 3,977 $10,196
_______ _______
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
NOTES TO FINANCIAL STATEMENTS
November 30, 1996
(UNAUDITED)
Note 1: All adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim
periods have been made. All such adjustments are of a normal
recurring nature. The results for the interim period are not
necessarily indicative of the results to be expected for the
full year.
Part I - FINANCIAL INFORMATION (continued)
Item 2.Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
Cash and cash equivalents increased by $1,290,000 from the end of the
preceding fiscal year to November 30, 1996. All capital expenditures
for fiscal 1997 are being funded from cash flows from operations, cash
equivalents, and long-term debt. Capital expenditures for the three
months ended November 30, 1996, were $31,019,000, including approximately
$14 million for the purchase of 20 cafeteria locations from Triangle
FoodService Corporation, formerly Wyatt Cafeterias, Inc. As of November 30,
1996, the Company owned 11 undeveloped land sites and nine land sites on
which cafeterias are under construction.
During the three months ended November 30, 1996, the Company purchased
747,800 shares of its common stock at a cost of $17,102,000, which are
being held as treasury stock. To complete the treasury stock purchases
and fund capital expenditures, the Company required external financing
and borrowed funds under a $100,000,000 line-of-credit agreement. As of
November 30, 1996, the amount outstanding under this line of credit was
$84,000,000. The Company believes that additional financing from external
sources can be obtained on terms acceptable to the Company in the event
such financing is required.
Results of Operations
Quarter ended November 30, 1996 compared to the quarter ended November 30,
1995.
Sales increased $13,950,000, or 12.9%, due to the addition of 17 new
cafeterias in fiscal 1997 and 18 in fiscal 1996.
Cost of food increased $3,383,000, or 12.5%, due primarily to the increase
in sales. Payroll and related costs increased $5,707,000, or 18.8%, due
primarily to the increase in sales, the higher Federal minimum wage effective
October 1, 1996, and higher wage costs associated with the significant
increase in expansion over the prior year. Labor costs are typically higher
in new units due to the significant amount of training during the early
months. Occupancy and other operating expenses increased $4,734,000, or
14.7%, due primarily to the increase in sales and the opening of 17 new
cafeterias. All preopening and other start-up costs are expensed as incurred,
including costs for the initial shipments of china, silverware, and glassware.
The total impact of opening the 15 former Wyatt's locations caused net income
for the quarter to be lower by $.045 per share. General and administrative
expenses increased $590,000, or 11.9%, due primarily to higher legal and
professional fees, higher management trainee salaries, and higher moving
expenses, all associated with the increased expansion.
Interest expense for the quarter ended November 30, 1996, increased $125,000
over the first quarter of fiscal 1996 due to higher borrowings under the
line-of-credit agreement.
The provision for income taxes decreased $239,000, or 4.7%, due primarily
to the decrease in pretax income. The effective income tax rate was 37.5%
for both periods.
General increases in costs of food, wages, supplies, and services make
it necessary for the Company to increase its menu prices from time to
time. As a result of the new Federal minimum wage, the Company implemented
a 3% to 4% price increase on September 15, 1996, to help offset the pressure
on profit margins.
LUBY'S CAFETERIAS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Six Months Ended February 28, 1997 and February 29, 1996
(UNAUDITED)
Total
Common Stock Paid-in Retained Shareholders'
Issued Treasury Capital Earnings Equity
______ ________ _______ _________ ____________
(Thousands of dollars)
Balance at August 31, 1995 $8,769 $(91,983) $26,945 $248,973 $192,704
Net income for the period --- --- --- 17,887 17,887
Common stock issued under employee
benefit plans, net of shares
tendered in partial payment
and including tax benefits --- 6,740 --- (1,339) 5,401
Cash dividends --- --- --- (8,450) (8,450)
______ ________ _______ ________ ________
Balance at February 29, 1996 $8,769 $(85,243) $26,945 $257,071 $207,542
______ ________ _______ ________ ________
Balance at August 31, 1996 $8,769 $(77,415) $26,945 $267,374 $225,673
Net income for the period --- --- --- 16,570 16,570
Common stock issued under
employee benefit plans, net
of shares tendered in partial
payment and including tax
benefits --- 4,195 --- (1,055) 3,140
Cash dividends --- --- --- (9,336) (9,336)
Purchases of treasury stock --- (17,102) --- --- (17,102)
______ ________ _______ ________ ________
Balance at February 28, 1997 $8,769 $(90,322) $26,945 $273,553 $218,945
______ ________ _______ ________ ________
See accompanying notes.
/TABLE
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
NOTES TO FINANCIAL STATEMENTS
February 28, 1997
(UNAUDITED)
Note 1: All adjustments which are, in the opinion of management, necessary to
a fair statement of the results for the interim periods have been
made. All such adjustments are of a normal recurring nature. The
results for the interim period are not necessarily indicative of the
results to be expected for the full year.
Note 2: Effective February 1, 1997, Luby's Cafeterias, Inc. was restructured
into a holding company. These consolidated financial statements
include the accounts of the Company and its wholly-owned and
majority-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.
Part I - FINANCIAL INFORMATION (continued)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
_______________________________
Cash and cash equivalents increased by $3,645,000 from the end of the
preceding fiscal year to February 28, 1997. All capital expenditures for
fiscal 1997 are being funded from cash flows from operations, cash
equivalents, and long-term debt. Capital expenditures for the six months
ended February 28, 1997, were $42,225,000, including approximately $14 million
for the purchase of 20 cafeteria locations from Triangle FoodService
Corporation, formerly Wyatt Cafeterias, Inc. As of February 28, 1997, the
Company owned 17 undeveloped land sites and three land sites on which
cafeterias are under construction.
During the six months ended February 28, 1997, the Company purchased 747,800
shares of its common stock at a cost of $17,102,000, which are being held as
treasury stock. To complete the treasury stock purchases and fund capital
expenditures, the Company required external financing and borrowed funds under
a $100,000,000 line-of-credit agreement. As of February 28, 1997, the amount
outstanding under this line of credit was $95,000,000. The Company believes
that additional financing from external sources can be obtained on terms
acceptable to the Company in the event such financing is required.
Results of Operations
_____________________
Quarter ended February 28, 1997 compared to the quarter ended February 29,
1996.
___________________________________________________________________________
Sales increased $9,995,000, or 9.2%, due to the addition of 21 new cafeterias
in fiscal 1997 and 18 in fiscal 1996.
Cost of food increased $2,447,000, or 9.3%, due primarily to the increase in
sales. Payroll and related costs increased $5,274,000, or 17.6%, due
primarily to the increase in sales, the higher Federal minimum wage effective
October 1, 1996, and higher wage costs associated with the significant
increase in expansion over the prior year. Labor costs are typically higher
in new units due to the significant amount of training and turnover during the
first year of operation. Occupancy and other operating expenses increased
$4,153,000, or 12.9%, due primarily to the increase in sales, higher utility
costs, and the opening of four new cafeterias and one relocation. General and
administrative expenses increased $326,000, or 6.2%, due primarily to higher
legal and professional fees and higher moving expenses associated with the
increased expansion.
Interest expense increased $284,000 due to higher borrowings under the line-
of-credit agreement.
The provision for income taxes decreased $1,491,000, or 26.9%, due primarily
to state tax savings as a result of the restructuring. The effective income
tax rate decreased from 37.3% to 32.6%.
Six months ended February 28, 1997 compared to the six months ended
February 29, 1996.
_____________________________________________________________________
Sales increased $23,945,000, or 11.0%, due primarily to the addition of 21 new
cafeterias in fiscal 1997 and 18 in fiscal 1996.
Cost of food increased $5,830,000, or 11.0%, due primarily to the increase in
sales. Payroll and related costs increased $10,981,000, or 18.2%, due
primarily to the increase in sales, the higher Federal minimum wage effective
October 1, 1996, and higher wage costs associated with the significant
increase in expansion over the prior year. Labor costs are typically higher
in new units due to the significant amount of training and turnover during the
first year of operation. Occupancy and other operating expenses increased
$8,887,000, or 13.8%, due primarily to the increase in sales and the opening
of 21 new cafeterias, plus two relocations. All preopening and other start-up
costs are expensed as incurred, including costs for the initial shipments of
china, silverware, and glassware. The total impact of opening the 21 new
locations caused net income for the six months ended February 28, 1997, to be
lower by approximately $.10 per share. General and administrative expenses
increased $916,000, or 8.9%, due primarily to higher legal and professional
fees, higher manager trainee salaries, and higher moving expenses associated
with the increased expansion.
Interest expense increased $409,000 due to higher borrowings under the line-
of-credit agreement.
The provision for income taxes decreased $1,730,000, or 16.2%, due primarily
to state tax savings as a result of the restructuring. The effective income
tax rate decreased from 37.4% to 35.1%.
Forward-Looking Statements
___________________________
The Company wishes to caution readers that various factors could cause the
actual results of the Company to differ materially from those indicated by
forward-looking statements made from time to time in news releases, reports,
proxy statements, registration statements, and other written communications
(including the preceding sections of this Management's Discussion and
Analysis), as well as oral statements made from time to time by
representatives of the Company. Except for historical information, matters
discussed in such oral and written communications are forward-looking
statements that involve risks and uncertainties, including but not limited to
general business conditions, the impact of competition, the seasonality of
the Company's business, taxes, inflation, and governmental regulations.
Part II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The 1997 annual meeting of shareholders of Luby's Cafeterias, Inc. was
held on January 14, 1997.
(b) The directors elected at the meeting were John E. Curtis, Jr., Ralph
Erben, Walter J. Salmon, and Joanne Winik. The other directors whose
terms continued after the meeting are Lauro F. Cavazos, David B. Daviss,
Roger R. Hemminghaus, John B. Lahourcade, William E. Robson, and
George H. Wenglein.
(c) The matters voted upon at the meeting were (i) the election of four
directors to serve until the 2000 annual meeting of shareholders, (ii)
authorizing restructuring of the Company into a holding company, and
(iii) the approval of the appointment of Ernst & Young LLP as auditors
for the 1997 fiscal year.
(d) With respect to the election of directors, the results of the voting
were:
Shares Voted Shares Broker
Nominee For Abstained Nonvotes
__________________ _____________ _________ _________
John E. Curtis, Jr. 19,773,939 715,692 -0-
Ralph Erben 19,686,081 803,549 -0-
Walter J. Salmon 19,691,461 798,170 -0-
Joanne Winik 19,749,860 739,769 -0-
(e) With respect to authorizing restructuring of the Company into a holding
company, the results of the voting were:
Shares voted "for" 17,708,032
Shares voted "against" 244,051
Shares abstaining 173,531
Broker nonvotes 2,364,023
(f) With respect to approval of the appointment of auditors, the results of
the voting were:
Shares voted "for" 20,402,202
Shares voted "against" 28,848
Shares abstaining 58,579
Broker nonvotes 11
Part II - OTHER INFORMATION (continued)
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
2 Agreement and Plan of Merger dated November 1, 1991, between Luby's
Cafeterias, Inc., a Texas corporation, and Luby's Cafeterias, Inc., a
Delaware corporation (filed as Exhibit 2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended November 30, 1991, and
incorporated herein by reference).
3(a) Certificate of Incorporation of Luby's Cafeterias, Inc.,
a Delaware corporation, as in effect February 28, 1994
(filed as Exhibit 3(a) to the Company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1994, and
incorporated herein by reference).
3(b) Bylaws of Luby's Cafeterias, Inc., as currently in effect
(filed as Exhibit 3(c) to the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1996, and
incorporated herein by reference).
4(a) Description of Common Stock Purchase Rights of Luby's
Cafeterias, Inc., in Form 8-A (filed April 17, 1991,
effective April 26, 1991, File No. 1-8308, and
incorporated herein by reference).
4(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement
dated April 16, 1991 (filed as Exhibit 4(b) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
November 30, 1991, and incorporated herein by reference).
4(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement
dated April 16, 1991 (filed as Exhibit 4(d) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1995, and incorporated herein by reference).
4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement
dated April 16, 1991 (filed as Exhibit 4(d) to the Company's
Quarterly Report on Form 10-Q for the quarter ended May 31,
1995, and incorporated herein by reference).
4(e) Credit Agreement dated February 27, 1996, among Luby's
Cafeterias, Inc., Certain Lenders, and NationsBank of Texas,
N.A. (filed as Exhibit 4(e) to the Company's Quarterly
Report on Form 10-Q for the quarter ended February 29,
1996, and incorporated herein by reference).
10(a) Form of Deferred Compensation Agreement entered into between
Luby's Cafeterias, Inc. and various officers (filed as
Exhibit 10(b) to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1981, and incorporated
herein by reference).
10(b) Annual Incentive Plan for Area Vice Presidents of Luby's
Cafeterias, Inc. adopted October 19, 1983 (filed as
Exhibit 10(d) to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1983, and incorporated
herein by reference).
10(c) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted
October 19, 1983 (filed as Exhibit 10(e) to the Company's
Annual Report on Form 10-K for the fiscal year ended
August 31, 1983, and incorporated herein by reference).
10(d) Performance Unit Plan of Luby's Cafeterias, Inc. approved
by the shareholders on January 12, 1984 (filed as
Exhibit 10(f) to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1984, and
incorporated herein by reference).
3(a) Certificate of Incorporation of Luby's Cafeterias, Inc., a Delaware
corporation, as in effect February 28, 1994 (filed as Exhibit 3(a) to
the Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1994, and incorporated herein by reference).
3(b) Bylaws of Luby's Cafeterias, Inc., as currently in effect (filed as
Exhibit 3(c) to the Company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1996, and incorporated herein by reference).
4(a) Description of Common Stock Purchase Rights of Luby's Cafeterias, Inc.
in Form 8-A (filed April 17, 1991, effective April 26, 1991, File No.
1-8308, and incorporated herein by reference).
4(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(b) to the Company's Quarterly Report
on Form 10-Q for the quarter ended November 30, 1991, and incorporated
herein by reference).
4(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1995, and incorporated
herein by reference).
4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated April 16,
1991 (filed as Exhibit 4(d) to the Company's Quarterly Report on Form
10-Q for the quarter ended May 31, 1995, and incorporated herein by
reference).
4(e) Credit Agreement dated February 27, 1996, among Luby's Cafeterias,
Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit
4(e) to the Company's Quarterly Report on Form 10-Q for the quarter
ended February 29, 1996, and incorporated herein by reference).
4(f) First Amendment to Credit Agreement dated January 24, 1997, among
Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas,
N.A.
10(a) Form of Deferred Compensation Agreement entered into between Luby's
Cafeterias, Inc. and various officers (filed as Exhibit 10(b) to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1981, and incorporated herein by reference).
10(b) Form of Amendment to Deferred Compensation Agreement between Luby's
Cafeterias, Inc. and various officers and former officers adopted
January 14, 1997.
10(c) Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias,
Inc. adopted October 19, 1983 (filed as Exhibit 10(d) to the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 1983,
and incorporated herein by reference).
10(d) Amendment to Annual Incentive Plan for Area Vice Presidents of Luby's
Cafeterias, Inc. adopted January 14, 1997.
10(e) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19,
1983 (filed as Exhibit 10(e) to the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1983, and incorporated
herein by reference).
10(f) Amendment to Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997.
10(g) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the
shareholders on January 12, 1984 (filed as Exhibit 10(f) to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1984, and incorporated herein by reference).
10(h) Amendment to Performance Unit Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997.
10(i) Employment Contract dated January 8, 1988, between Luby's Cafeterias,
Inc. and George H. Wenglein (filed as Exhibit 10(h) to the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 1988, and incorporated
herein by reference).
10(f) Management Incentive Stock Plan of Cafeterias, Inc. (filed
as Exhibit 10(i) to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1989, and incorporated
herein by reference).
10(g) Nonemployee Director Deferred Compensation Plan of Luby's
Cafeterias, Inc. adopted October 27, 1994 (filed as
Exhibit 10(g) to the Company's Quarterly Report on Form 10-Q
for the quarter ended November 30, 1994, and incorporated
herein by reference).
10(h) Nonemployee Director Stock Option Plan of Luby's Cafeterias,
Inc. approved by the shareholders on January 13, 1995 (filed
as Exhibit 10(h) to the Company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1995, and
incorporated herein by reference).
10(i) Employment Contract dated January 12, 1996, between Luby's
Cafeterias, Inc. and John B. Lahourcade (filed as
Exhibit 10(i) to the Company's Quarterly Report on Form 10-Q
for the quarter ended February 29, 1996,
and incorporated herein by reference).
10(j) Luby's Cafeterias, Inc. Supplemental Executive Retirement
Plan dated May 30, 1996 (filed as Exhibit 10(j) to the
Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996, and incorporated herein by
reference).
10(k) Luby's Cafeterias, Inc. Welfare Benefit Plan Trust dated
July 18, 1996 (filed as Exhibit 10(k) to the Company's
Annual Report on Form 10-K for the fiscal year ended
August 31, 1996, and incorporated herein by reference).
11 Statement re computation of per share earnings.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which
this report is filed.
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 thereunto duly authorized.
LUBY'S CAFETERIAS, INC.
(Registrant)
By: RALPH ERBEN
_____________________________
Ralph Erben
Chairman of the Board and
Chief Executive Officer
By: JOHN E. CURTIS, JR.
_____________________________
John E. Curtis, Jr.
President, Chief Operating Officer,
and Chief Financial Officer
Dated: January 10, 1997
EXHIBIT INDEX
Number Document
2 Agreement and Plan of Merger dated November 1, 1991,
between Luby's Cafeterias, Inc., a Texas corporation,
and Luby's Cafeterias, Inc., a Delaware corporation (filed
as Exhibit 2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended November 30, 1991, and incorporated
herein by reference).
3(a) Certificate of Incorporation of Luby's Cafeterias, Inc.,
a Delaware corporation, as in effect February 28, 1994 (filed as
Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for
the quarter ended February 28, 1994, and incorporated herein by
reference).
3(b) Bylaws of Luby's Cafeterias, Inc., as currently in effect
(filed as Exhibit 3(c) to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1996, and incorporated herein
by reference).
4(a) Description of Common Stock Purchase Rights of Luby's Cafeterias,
Inc., in Form 8-A (filed April 17, 1991, effective April 26, 1991,
File No. 1-8308, and incorporated herein by reference).
4(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(b) to the Company's Quarterly
Report on Form 10-Q for the quarter ended November 30, 1991, and
incorporated herein by reference).
4(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1995, and
incorporated herein by reference).
4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly
Report on Form 10-Q for the quarter ended May 31, 1995, and
incorporated herein by reference).
4(e) Credit Agreement dated February 27, 1996, among Luby's Cafeterias,
Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as
Exhibit 4(e) to the Company's Quarterly Report on Form 10-Q for
the quarter ended February 29, 1996, and incorporated herein by
reference).
10(a) Form of Deferred Compensation Agreement entered into between Luby's
Cafeterias, Inc. and various officers (filed as Exhibit 10(b) to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1981, and incorporated herein by reference).
10(b) Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias,
Inc. adopted October 19, 1983 (filed as Exhibit 10(d) to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1983, and incorporated herein by reference).
10(c) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19,
1983 (filed as Exhibit 10(e) to the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1983, and
incorporated herein by reference).
10(d) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the
shareholders on January 12, 1984 (filed as Exhibit 10(f) to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1984, and incorporated herein by reference).
10(e) Employment Contract dated January 8, 1988, between Luby's
Cafeterias, Inc. and George H. Wenglein (filed as Exhibit 10(h)
to the Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1988, and incorporated herein by reference).
10(f) Management Incentive Stock Plan of Luby's Cafeterias, Inc. (filed as
Exhibit 10(i) to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1989, and incorporated herein
by reference).
10(g) Nonemployee Director Deferred Compensation Plan of Luby's
Cafeterias, Inc. adopted October 27, 1994 filed as Exhibit 10(g)
to the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1994, and incorporated herein by reference).
10(h) Nonemployee Director Stock Option Plan of Luby's Cafeterias, Inc.
approved by the shareholders on January 13, 1995 (filed as
Exhibit 10(h) to the Company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1995, and incorporated
herein by reference).
10(i) Employment Contract dated January 12, 1996, between Luby's
Cafeterias, Inc. and John B. Lahourcade (filed as Exhibit 10(i)
to the Company's Quarterly Report on Form 10-Q for the quarter
ended February 29, 1996, and incorporated herein by reference).
10(j) Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan
dated May 30, 1996 (filed as Exhibit 10(j) to the Company's Annual
Report on Form 10-K for the fiscal year ended August 31, 1996, and incorporated herein by
reference).
10(k) Amendment to Management Incentive Stock Plan of Luby's Cafeterias, Inc.
adopted January 14, 1997.
10(l) Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias,
Inc. adopted October 27, 1994 (filed as Exhibit 10(g) to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 1994,
and incorporated herein by reference).
10(m) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997.
10(n) Nonemployee Director Stock Option Plan of Luby's Cafeterias, Inc.
approved by the shareholders on January 13, 1995 (filed as Exhibit
10(h) to the Company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1995, and incorporated herein by reference).
10(o) Amendment to Nonemployee Director Stock Option Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997.
10(p) Employment Contract dated January 12, 1996, between Luby's Cafeterias,
Inc. and John B. Lahourcade (filed as Exhibit 10(i) to the Company's
Quarterly Report on Form 10-Q for the quarter ended February 29, 1996,
and incorporated herein by reference).
10(q) Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan dated
May 30, 1996 (filed as Exhibit 10(j) to the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1996, and incorporated
herein by reference).
10(r) Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement
Plan adopted January 14, 1997.
10(s) Luby's Cafeterias, Inc. Welfare Benefit Plan Trust dated July 18, 1996
(filed as Exhibit 10(k) to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1996, and incorporated herein by
reference).
10(t) Retirement Agreement dated March 17, 1997, between Luby's Cafeterias,
Inc. and Ralph Erben.
11 Statement re computation of per share earnings.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which this
report is filed.
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 thereunto duly authorized.
LUBY'S CAFETERIAS, INC.
(Registrant)
By: JOHN B. LAHOURCADE
______________________________
John B. Lahourcade
Chairman of the Board and
Acting Chief Executive Officer
By: LAURA M. BISHOP
_____________________________
Laura M. Bishop
Senior Vice President and
Chief Financial Officer
Dated: April 11, 1997
EXHIBIT INDEX
Number Document
2 Agreement and Plan of Merger dated November 1, 1991, between
Luby's Cafeterias, Inc., a Texas corporation, and Luby's
Cafeterias, Inc., a Delaware corporation (filed as Exhibit 2
to the Company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1991, and incorporated herein by reference).
3(a) Certificate of Incorporation of Luby's Cafeterias, Inc., a
Delaware corporation, as in effect February 28, 1994 (filed
as Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1994, and incorporated herein
by reference).
3(b) Bylaws of Luby's Cafeterias, Inc., as currently in effect (filed
as Exhibit 3(c) to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1996, and incorporated herein by
reference).
4(a) Description of Common Stock Purchase Rights of Luby's Cafeterias,
Inc. in Form 8-A (filed April 17, 1991, effective April 26, 1991,
File No. 1-8308, and incorporated herein by reference).
4(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(b) to the Company's Quarterly
Report on Form 10-Q for the quarter ended November 30, 1991, and
incorporated herein by reference).
4(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1995, and
incorporated herein by reference).
4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly
Report on Form 10-Q for the quarter ended May 31, 1995, and
incorporated herein by reference).
4(e) Credit Agreement dated February 27, 1996, among Luby's Cafeterias,
Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as
Exhibit 4(e) to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 29, 1996, and incorporated herein by
reference).
4(f) First Amendment to Credit Agreement dated January 24, 1997, among
Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas,
N.A.
10(a) Form of Deferred Compensation Agreement entered into between Luby's
Cafeterias, Inc. and various officers (filed as Exhibit 10(b) to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1981, and incorporated herein by reference).
10(b) Form of Amendment to Deferred Compensation Agreement between Luby's
Cafeterias, Inc. and various officers and former officers adopted
January 14, 1997.
10(c) Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias,
Inc. adopted October 19, 1983 (filed as Exhibit 10(d) to the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 1983,
and incorporated herein by reference).
10(d) Amendment to Annual Incentive Plan for Area Vice Presidents of Luby's
Cafeterias, Inc. adopted January 14, 1997.
10(e) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19,
1983 (filed as Exhibit 10(e) to the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 1983, and incorporated
herein by reference).
10(f) Amendment to Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997.
10(g) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the
shareholders on January 12, 1984 (filed as Exhibit 10(f) to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1984, and incorporated herein by reference).
10(h) Amendment to Performance Unit Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997.
10(i) Employment Contract dated January 8, 1988, between Luby's Cafeterias,
Inc. and George H. Wenglein (filed as Exhibit 10(h) to the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 1988,
and incorporated herein by reference).
10(j) Management Incentive Stock Plan of Luby's Cafeterias, Inc. (filed as
Exhibit 10(i) to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1989, and incorporated herein by
reference).
10(k) Amendment to Management Incentive Stock Plan of Luby's Cafeterias,
Inc. adopted January 14, 1997.
10(l) Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias,
Inc. adopted October 27, 1994 (filed as Exhibit 10(g) to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 1994,
and incorporated herein by reference).
10(m) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997.
10(n) Nonemployee Director Stock Option Plan of Luby's Cafeterias, Inc.
approved by the shareholders on January 13, 1995 (filed as
Exhibit 10(h) to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1995, and incorporated herein by
reference).
10(o) Amendment to Nonemployee Director Stock Option Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997.
10(p) Employment Contract dated January 12, 1996, between Luby's Cafeterias,
Inc. and John B. Lahourcade (filed as Exhibit 10(i) to the Company's
Quarterly Report on Form 10-Q for the quarter ended February 29, 1996,
and incorporated herein by reference).
10(q) Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan dated
May 30, 1996 (filed as Exhibit 10(j) to the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1996, and incorporated
herein by reference).
10(r) Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement
Plan adopted January 14, 1997.
10(s) Luby's Cafeterias, Inc. Welfare Benefit Plan Trust dated July 18, 1996
(filed as Exhibit 10(k) to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1996, and incorporated herein by
reference).
10(t) Retirement Agreement dated March 17, 1997, between Luby's Cafeterias,
Inc. and Ralph Erben.
11 Statement re computation of per share earnings.