FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2000
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, 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 X 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: 22,420,375 shares outstanding as of March 31, 2000
(exclusive of 4,982,692 treasury shares)
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
LUBY'S, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
February 29, February 28, February 29, February 28,
2000 1999 2000 1999
___________ ___________ ___________ ____________
(Amounts in thousands except per share data)
Sales $121,924 $123,771 $245,068 $249,479
Costs and expenses:
Cost of food 29,823 29,213 60,222 62,022
Payroll and related costs 37,684 37,344 76,210 76,453
Occupancy and other operating
expenses 39,280 39,360 78,685 77,872
General and administrative expenses 5,659 6,090 10,862 11,754
________ ________ ________ ________
112,446 112,007 225,979 228,101
________ ________ ________ ________
Income from operations 9,478 11,764 19,089 21,378
Interest expense (1,253) (1,280) (2,309) (2,446)
Other income, net 389 620 1,299 900
________ ________ ________ ________
Income before income taxes 8,614 11,104 18,079 19,832
Provision for income taxes 2,997 3,885 6,291 6,941
________ ________ ________ ________
Net income $ 5,617 $ 7,219 $ 11,788 $ 12,891
________ ________ ________ ________
Net income per share - basic and
assuming dilution $.25 $.32 $.53 $.57
Cash dividends per share $.20 $.20 $.40 $.40
Average number of shares outstanding 22,420 22,491 22,420 22,811
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
February 29, August 31,
2000 1999
____________ __________
(Thousands of dollars)
ASSETS
Current assets:
Cash and cash equivalents $ 670 $ 286
Trade accounts and other receivables 447 584
Food and supply inventories 3,740 3,686
Prepaid expenses 4,576 4,552
Deferred income taxes 917 956
________ ________
Total current assets 10,350 10,064
Property held for sale 11,770 12,322
Investments and other assets 7,134 9,221
Property, plant, and equipment - at cost, net 337,221 314,418
________ ________
$366,475 $346,025
________ ________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable 20,083 19,686
Dividends payable 4,484 4,484
Accrued expenses and other liabilities 21,246 25,260
Income taxes payable (1,722) 382
________ ________
Total current liabilities 44,091 49,812
Long-term debt 101,000 78,000
Deferred income taxes and other credits 12,098 9,942
Reserve for store closings 3,207 5,067
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 27,152 27,096
Retained earnings 275,984 273,165
Less cost of treasury stock (105,826) (105,826)
________ ________
Total shareholders' equity 206,079 203,204
________ ________
$366,475 $346,025
________ _________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
February 29, February 28,
2000 1999
____________ ____________
(Thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 11,788 $ 12,891
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 11,014 9,755
Decrease in accrued expenses and
other liabilities (4,014) (6,793)
Other, net (1,966) 1,232
__________ _________
Net cash provided by operating activities 16,822 17,085
__________ _________
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property held for sale 1,010 4,456
Purchases of land held for future use (2,414) (3,192)
Purchases of property, plant, and equipment (29,065) (10,754)
__________ _________
Net cash used in investing activities (30,469) (9,490)
__________ _________
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit agreement 23,000 18,000
Purchases of treasury stock --- (13,389)
Dividends paid (8,969) (9,190)
__________ _________
Net cash provided by (used in)
financing activities 14,031 (4,579)
__________ _________
Net increase in cash and cash equivalents 384 3,016
Cash and cash equivalents at beginning of period 286 3,760
__________ _________
Cash and cash equivalents at end of period $ 670 $ 6,776
__________ _________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Six Months Ended February 29, 2000 and February 28, 1999
(UNAUDITED)
Total
Common Stock Paid-in Retained Shareholders'
Issued Treasury Capital Earnings Equity
______ ________ _______ ________ _____________
(Thousands of dollars)
Balance at August 31, 1998 $8,769 $ (92,907) $27,012 $262,540 $205,414
Net income for the period --- --- --- 12,891 12,891
Common stock issued under benefit
plans, net of shares tendered
in partial payment and including
tax benefits --- 21 13 --- 34
Cash dividends --- --- --- (9,020) (9,020)
Purchases of treasury stock --- (12,918) --- --- (12,918)
______ _________ _______ ________ ________
Balance at February 28, 1999 $8,769 $(105,804) $27,025 $266,411 $196,401
______ _________ _______ ________ ________
Balance at August 31, 1999 $8,769 $(105,826) $27,096 $273,165 $203,204
Net income for the period --- --- --- 11,788 11,788
Common stock issued under benefit
plans, net of shares tendered
in partial payment and including
tax benefits --- --- 56 --- 56
Cash dividends --- --- --- (8,969) (8,969)
______ _________ _______ ________ ________
Balance at February 29, 2000 $8,769 $(105,826) $27,152 $275,984 $206,079
______ _________ _______ ________ ________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
NOTES TO FINANCIAL STATEMENTS
February 29, 2000
(UNAUDITED)
Note 1: The accompanying unaudited financial statements are presented in
accordance with the requirements of Form 10-Q and, consequently, do
not include all of the disclosures normally required by generally
accepted accounting principles. 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.
These financial statements should be read in conjunction with the
consolidated financial statements and footnotes included in Luby's
annual report on Form 10-K for the year ended August 31, 1999. The
accounting policies used in preparing these consolidated financial
statements are the same as those described in Luby's annual report
on Form 10-K.
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 $384,000 from the end of the preceding
fiscal year to February 29, 2000. All capital expenditures for fiscal 2000
are being funded from cash flows from operations, cash equivalents, and long-
term debt. Capital expenditures for the six months ended February 29, 2000,
were $31,479,000. As of February 29, 2000, the company owned four
undeveloped land sites, four land sites on which restaurants were under
construction, and several properties held for sale.
To fund capital expenditures, the company required external financing and
borrowed funds under a $125,000,000 line-of-credit agreement. As of
February 29, 2000, the amount outstanding under this line of credit was
$101,000,000. 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 29, 2000 compared to the quarter ended February 28, 1999
_______________________________________________________________________________
Sales decreased $1,847,000, or 1.5%, due to the closing of ten restaurants in
fiscal 1999 and a decline of 3.4% during the quarter in sales volumes at
restaurants opened over 18 months. This decrease was partially offset by the
opening of six new restaurants during fiscal 2000 and four during fiscal 1999.
Cost of food increased $610,000, or 2.1%, versus the second quarter of last
year. During the prior year period, the company experienced favorable food
costs as a perentage of sales due primarily to a price increase during
January 1999. In addition, beef and pork prices were higher this year versus
the prior year period. Payroll and related costs increased $340,000, or
0.9%, due primarily to higher hourly wage rates related to tight labor
markets for entry-level employees, which was offset by our initiative to be
more labor efficient in our restaurants. Occupancy and other operating
expenses remained relatively flat versus prior year but increased as a
percent of sales due primarily to higher preopening expenses associated with
more new store openings as compared to the prior year; higher credit card
fees due to increased credit card usage versus prior year; and higher
depreciation expense associated with the new stores, restaurant remodels
and an increase in technology-related spending. These increases were offset
by lower linen and uniform expense due to the completion of the rollout of
the new uniform program, lower advertising expenditures, and lower
management compensation, which is based on sales growth and store-level
controllable profits. General and administrative expenses decreased $431,000,
or 7.1%, due to savings in many expense categories, including travel, moving,
and bonuses.
Other income decreased $231,000 due primarily to the recording of gains in
the prior year quarter on the sale of two properties which were held for
sale.
The provision for income taxes decreased $888,000 due primarily to lower income
before income taxes. In addition, there was a slight decrease in the effective
income tax rate from 35.0% to 34.8% due to higher estimated tax credits.
Six months ended February 29, 2000 compared to the six months ended
February 28, 1999
___________________________________________________________________
Sales decreased $4,411,000, or 1.8%, due to the closing of ten restaurants in
fiscal 1999 and a decline of 2.8% in sales volumes at restaurants opened over
18 months. This decrease was partially offset by the opening of six new
restaurants during fiscal 2000 and four during fiscal 1999.
Cost of food decreased $1,800,000, or 2.9%, due primarily to the savings
associated with the consolidation of our purchasing under a prime vendor
program and the decline in sales. Payroll and related costs are relatively
flat in comparison to prior year. Occupancy and other operating expenses
increased $813,000, or 1.0%, due primarily to higher preopening expenses
associated with more new store openings as compared to the prior year; higher
credit card fees due to increased credit card usage versus prior year; higher
food-to-go packaging costs related to increased food-to-go sales; and higher
depreciation expense associated with the new stores, restaurant remodels, and
an increase in technology-related spending. These increases were partially
offset by lower linen and uniform expense due to the completion of the
rollout of the new uniform program and lower advertising expenditures. General
and administrative expenses decreased $892,000, or 7.6%, due to savings in many
expense categories, including travel, moving, and bonuses.
Interest expense decreased $137,000, or 5.6%, due to higher capitalized
interest related to more properties under construction during the current
year. This was partially offset by higher average borrowings under the line-
of-credit agreement.
Other income increased $399,000 due primarily to the recording of gains on the
sale of properties which were held for sale.
The provision for income taxes decreased $650,000, or 9.4%, due primarily to
lower income before income taxes. In addition, there was a slight decrease
in the effective income tax rate from 35.0% to 34.8% due to higher estimated
tax credits.
The Year 2000
_____________
The Year 2000 has not posed significant operational problems for the company's
computer systems. To date, there have been no major disruptions which have had
an adverse effect on the company's consolidated financial position, results of
operations, and cash flows. The company intends to continue to monitor any
Year 2000 concerns that might develop. The cost of the Year 2000 project was
approximately $200,000, primarily for services and costs of updating some
existing software.
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 success of
operating initiatives, changes in the cost and supply of food and labor, the
seasonality of the company's business, taxes, inflation, and governmental
regulations, as well as other risks and uncertainties disclosed in periodic
reports on Form 10-K.
Part II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The 2000 annual meeting of shareholders of Luby's, Inc. was held on
January 14, 2000.
(b) The directors elected at the meeting were Robert T. Herres, Barry J.C.
Parker, Walter J. Salmon and Joanne Winik. The other directors whose
terms continued after the meeting are Ronald K. Calgaard, Lauro F.
Cavazos, Judith B. Craven, David B. Daviss, Arthur R. Emerson, Roger R.
Hemminghaus, John B. Lahourcade, and George H. Wenglein.
(c) The matters voted upon at the meeting were (i) the election of four
directors to serve until the 2003 annual meeting of shareholders;
(ii) the approval of an amendment and restatement of the Nonemployee
Director Stock Option Plan; and (iii) the approval of the appointment of
Ernst & Young LLP as auditors for the 2000 fiscal year.
(d) With respect to the election of directors, the results of the voting
were:
Shares Voted Shares Broker
Nominee For Abstained Nonvotes
________________ __________ _________ ________
Robert T. Herres 18,338,463 1,569,265 -0-
Barry J.C. Parker 17,917,109 1,990,620 -0-
Walter J. Salmon 17,657,841 2,249,886 -0-
Joanne Winik 18,215,421 1,692,305 -0-
(e) With respect to the approval of the amendment and restatement of the
Nonemployee Director Stock Option Plan, the results of the voting were:
Shares voted "for" 16,328,656
Shares voted "against" 3,161,183
Shares abstaining 417,876
Broker nonvotes -0-
(f) With respect to the approval of the appointment of auditors, the
results of the voting were:
Shares voted "for" 19,711,810
Shares voted "against" 78,123
Shares abstaining 117,791
Broker nonvotes -0-
Part II - OTHER INFORMATION (continued)
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3(a) Certificate of Incorporation of Luby's, Inc., as currently in
effect (filed as Exhibit 3(b) to the company's Quarterly
Report on Form 10-Q for the quarter ended May 31, 1999, and
incorporated herein by reference).
3(b) Bylaws of Luby's, Inc. as currently in effect (filed as
Exhibit 3(c) to the company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1998, 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. (filed as Exhibit 4(f) to the
company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).
4(g) ISDA Master Agreement dated June 17, 1997, between Luby's
Cafeterias, Inc. and NationsBank, N.A., with Schedule and
Confirmation dated July 7, 1997 (filed as Exhibit 4(g) to the
company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1997, and incorporated herein by reference).
4(h) ISDA Master Agreement dated July 2, 1997, between Luby's
Cafeterias, Inc. and Texas Commerce Bank National
Association, with Schedule and Confirmation dated July 2,
1997 (filed as Exhibit 4(h) to the company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1997, and
incorporated herein by reference).
4(i) Second Amendment to Credit Agreement dated July 3, 1997,
among Luby's Cafeterias, Inc., Certain Lenders, and
NationsBank of Texas, N.A. (filed as Exhibit 4(i) to the
company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1997, 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) Form of Amendment to Deferred Compensation Agreement between
Luby's Cafeterias, Inc. and various officers and former
officers adopted January 14, 1997 (filed as Exhibit 10(b) to
the company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1997, and incorporated herein by
reference).*
10(c) Performance Unit Plan of Luby's Cafeterias, Inc. approved by
the shareholders 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(d) Amendment to Performance Unit Plan of Luby's Cafeterias, Inc.
adopted January 14, 1997 (filed as Exhibit 10(h) to the
company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).*
10(e) 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(f) Amendment to Management Incentive Stock Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit
10(k) to the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1997, 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) Amendment to Nonemployee Director Deferred Compensation Plan
of Luby's Cafeterias, Inc. adopted January 14, 1997 (filed as
Exhibit 10(m) to the company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1997, and incorporated
herein by reference).*
10(i) Amendment to Nonemployee Director Deferred Compensation Plan
of Luby's Cafeterias, Inc. adopted March 19, 1998 (filed as
Exhibit 10(o) to the company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1998, and incorporated
herein by reference).*
10(j) Amended and Restated Nonemployee Director Stock Option Plan
of Luby's, Inc. approved by the shareholders of Luby's, Inc.
on January 14, 2000.*
10(k) 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(l) 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(m) Amendment to Luby's Cafeterias, Inc. Supplemental Executive
Retirement Plan adopted January 14, 1997 (filed as Exhibit
10(r) to the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1997, and incorporated herein by
reference).*
10(n) Amendment to Luby's Cafeterias, Inc. Supplemental Executive
Retirement Plan adopted January 9, 1998 (filed as Exhibit
10(u) to the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1999, and incorporated herein by
reference).*
10(o) Amendment to Luby's Cafeterias, Inc. Supplemental Executive
Retirement Plan adopted May 21, 1999 (filed as Exhibit 10(q)
to the company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1999, and incorporated herein by
reference).*
10(p) Employment Agreement dated September 15, 1997, between Luby's
Cafeterias, Inc. and Barry J.C. Parker (filed as Exhibit
10(u) to the company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1997, and incorporated herein by
reference).*
10(q) Amendment dated January 8, 1999, to Employment Agreement
between Luby's Cafeterias, Inc. and Barry J.C. Parker (filed
as Exhibit 10(r) to the company's Quarterly Report on Form
10-Q for the quarter ended February 28, 1998, and
incorporated herein by reference).*
10(r) Amendment dated October 15, 1999, to Employment Agreement
between Luby's Cafeterias, Inc. and Barry J.C. Parker (filed
as Exhibit 10(s) to the company's Annual Report on Form 10-K
to the fiscal year ended August 31, 1999, and incorporated
herein by reference).*
10(s) Term Promissory Note of Barry J.C. Parker in favor of Luby's
Cafeterias, Inc., dated November 10, 1997, in the original
principal sum of $199,999.00 (filed as Exhibit 10(v) to the
company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1997, and incorporated herein by
reference).*
10(t) Stock Agreement dated November 10, 1997, between Barry J.C.
Parker and Luby's Cafeterias, Inc. (filed as Exhibit 10(w) to
the company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1997, and incorporated herein by
reference).*
10(u) Luby's Cafeterias, Inc. Nonemployee Director Phantom Stock
Plan adopted March 19, 1998 (filed as Exhibit 10(aa) to the
company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998, and incorporated herein by reference).*
10(v) Salary Continuation Agreement dated May 14, 1998, between
Luby's Cafeterias, Inc. and Sue Elliott (filed as Exhibit
10(cc) to the company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1998, and incorporated herein by
reference).*
10(w) Salary Continuation Agreement dated June 1, 1998, between
Luby's Cafeterias, Inc. and Alan M. Davis (filed as Exhibit
10(dd) to the company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1998, and incorporated herein by
reference).*
10(x) Luby's Incentive Stock Plan adopted October 16, 1998 (filed
as Exhibit 10(cc) to the company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1998, and incorporated
herein by reference).*
10(y) Incentive Bonus Plan for Fiscal 1999 adopted October 16, 1998
(filed as Exhibit 10(dd) to the company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1998, and
incorporated herein by reference).*
10(z) Form of Change in Control Agreement entered into between
Luby's, Inc. and Barry J.C. Parker, President and Chief
Executive Officer, as of January 8, 1999 (filed as Exhibit
10(z) to the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1999, and incorporated herein by
reference).*
10(aa) Form of Change in Control Agreement entered into between
Luby's, Inc. and each of its Senior Vice Presidents as of
January 8, 1999 (filed as Exhibit 10(aa) to the company's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1999, and incorporated herein by reference).*
10(bb) Luby's, Inc. Deferred Compensation Plan effective June 1,
1999 (filed as Exhibit 10(cc) to the company's Quarterly
Report on Form 10-Q for the quarter ended May 31, 1999, and
incorporated herein by reference).*
10(cc) Luby's, Inc. Incentive Bonus Plan for Fiscal 2000 (filed as
Exhibit 10(dd) to the company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1999, and incorporated
herein by reference).*
11 Statement re computation of per share earnings.
99(a) Corporate Governance Guidelines of Luby's Cafeterias, Inc. as
amended January 14, 2000.
*Denotes management contract or compensatory plan or arrangement.
(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, INC.
(Registrant)
By: BARRY J.C. PARKER
_____________________________
Barry J. C. Parker
President and
Chief Executive Officer
By: LAURA M. BISHOP
_____________________________
Laura M. Bishop
Senior Vice President and
Chief Financial Officer
Dated: April 7, 2000
EXHIBIT INDEX
Number Document
______ ________
3(a) Certificate of Incorporation of Luby's, Inc., as
currently in effect (filed as Exhibit 3(b) to the
company's Quarterly Report on Form 10-Q for
the quarter ended May 31, 1999, and incorporated
herein by reference).
3(b) Bylaws of Luby's, Inc. as currently in effect (filed
as Exhibit 3(c) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28,
1998, 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. (filed as Exhibit 4(f)
to the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1997, and incorporated herein
by reference).
4(g) ISDA Master Agreement dated June 17, 1997, between
Luby's Cafeterias, Inc. and NationsBank, N.A., with
Schedule and Confirmation dated July 7, 1997 (filed
as Exhibit 4(g) to the company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1997,
and incorporated herein by reference).
4(h) ISDA Master Agreement dated July 2, 1997, between
Luby's Cafeterias, Inc. and Texas Commerce Bank
National Association, with Schedule and Confirmation
dated July 2, 1997 (filed as Exhibit 4(h) to the
company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1997, and incorporated herein
by reference).
4(i) Second Amendment to Credit Agreement dated July 3,
1997, among Luby's Cafeterias, Inc., Certain
Lenders, and NationsBank of Texas, N.A. (filed as
Exhibit 4(i) to the company's Annual Report on Form
10-K for the fiscal year ended August 31, 1997, 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) Form of Amendment to Deferred Compensation Agreement
between Luby's Cafeterias, Inc. and various officers
and former officers adopted January 14, 1997 (filed
as Exhibit 10(b) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1997,
and incorporated herein by reference).*
10(c) Performance Unit Plan of Luby's Cafeterias, Inc.
approved by the shareholders 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(d) Amendment to Performance Unit Plan of Luby's Cafeterias,
Inc. adopted January 14, 1997 (filed as Exhibit 10(h) to
the company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1997, and incorporated herein by reference).*
10(e) 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(f) Amendment to Management Incentive Stock Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997 (filed as
Exhibit 10(k) to the company's Quarterly Report on Form
10-Q for the quarter ended February 28, 1997, 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) Amendment to Nonemployee Director Deferred Compensation
Plan of Luby's Cafeterias, Inc. adopted January 14, 1997
(filed as Exhibit 10(m) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28,
1997, and incorporated herein by reference).*
10(i) Amendment to Nonemployee Director Deferred Compensation
Plan of Luby's Cafeterias, Inc. adopted March 19, 1998
(filed as Exhibit 10(o) to the company's Quarterly
Report on Form 10-Q for the quarter ended February 28,
1998, and incorporated herein by reference).*
10(j) Amended and Restated Nonemployee Director Stock
Option Plan of Luby's, Inc. approved by the
shareholders of Luby's, Inc. on January 14, 2000.*
10(k) 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(l) 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(m) Amendment to Luby's Cafeterias, Inc. Supplemental
Executive Retirement Plan adopted January 14, 1997
(filed as Exhibit 10(r) to the company's Quarterly
Report on Form 10-Q for the quarter ended February 28,
1997, and incorporated herein by reference).*
10(n) Amendment to Luby's Cafeterias, Inc. Supplemental
Executive Retirement Plan adopted January 9, 1998
(filed as Exhibit 10(u) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1999,
and incorporated herein by reference).*
10(o) Amendment to Luby's Cafeterias, Inc. Supplemental
Executive Retirement Plan adopted May 21, 1999 (filed
as Exhibit 10(q) to the company's Quarterly Report on
Form 10-Q for the quarter ended May 31, 1999, and
incorporated herein by reference).*
10(p) Employment Agreement dated September 15, 1997,
between Luby's Cafeterias, Inc. and Barry J.C. Parker
(filed as Exhibit 10(u) to the company's Annual Report
on Form 10-K for the fiscal year ended August 31,
1997, and incorporated herein by reference).*
10(q) Amendment dated January 8, 1999, to Employment Agreement
between Luby's Cafeterias, Inc. and Barry J.C. Parker
(filed as Exhibit 10(r) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28,
1998, and incorporated herein by reference).*
10(r) Amendment dated October 15, 1999, to Employment
Agreement between Luby's Cafeterias, Inc. and Barry J.C.
Parker (filed as Exhibit 10(s) to the company's Annual
Report on Form 10-K to the fiscal year ended August 31,
1999, and incorporated herein by reference).*
10(s) Term Promissory Note of Barry J.C. Parker in favor
of Luby's Cafeterias, Inc., dated November 10, 1997,
in the original principal sum of $199,999.00 (filed as
Exhibit 10(v) to the company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1997, and
incorporated herein by reference).*
10(t) Stock Agreement dated November 10, 1997, between Barry J.C.
Parker and Luby's Cafeterias, Inc. (filed as Exhibit 10(w)
to the company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1997, and incorporated
herein by reference).*
10(u) Luby's Cafeterias, Inc. Nonemployee Director Phantom
Stock Plan adopted March 19, 1998 (filed as Exhibit 10(aa)
to the company's Quarterly Report on Form 10-Q for
the quarter ended February 28, 1998, and incorporated
herein by reference).*
10(v) Salary Continuation Agreement dated May 14, 1998,
between Luby's Cafeterias, Inc. and Sue Elliott (filed as
Exhibit 10(cc) to the company's Quarterly Report on
Form 10-Q for the quarter ended May 31, 1998, and
incorporated herein by reference).*
10(w) Salary Continuation Agreement dated June 1, 1998,
between Luby's Cafeterias, Inc. and Alan M. Davis
(filed as Exhibit 10(dd) to the company's Quarterly
Report on Form 10-Q for the quarter ended May 31,
1998, and incorporated herein by reference).*
10(x) Luby's Incentive Stock Plan adopted October 16, 1998
(filed as Exhibit 10(cc) to the company's Annual Report
on Form 10-K for the fiscal year ended August 31,
1998, and incorporated herein by reference).*
10(y) Incentive Bonus Plan for Fiscal 1999 adopted
October 16, 1998 (filed as Exhibit 10(dd) to the
company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1998, and incorporated
herein by reference).*
10(z) Form of Change in Control Agreement entered into
between Luby's, Inc. and Barry J.C. Parker,
President and Chief Executive Officer, as of
January 8, 1999 (filed as Exhibit 10(z) to the
company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1999, and incorporated
herein by reference).*
10(aa) Form of Change in Control Agreement entered into
between Luby's, Inc. and each of its Senior Vice
Presidents as of January 8, 1999 (filed as Exhibit
10(aa) to the company's Quarter Report on Form 10-Q
for the quarter ended February 28, 1999, and
incorporated herein by reference).*
10(bb) Luby's, Inc. Deferred Compensation Plan effective
June 1, 1999 (filed as Exhibit 10(cc) to the
company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1999, and incorporated
herein by reference).*
10(cc) Luby's, Inc. Incentive Bonus Plan for Fiscal 2000
(filed as Exhibit 10(dd) to the company's Annual
Report on Form 10-K for the fiscal year ended August 31,
1999, and incorporated herein by reference).*
11 Statement re computation of per share earnings.
99(a) Corporate Governance Guidelines of Luby's Cafeterias,
Inc. as amended January 14, 2000.
*Denotes management contract or compensatory plan or arrangement.