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 February 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 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: 23,410,574 shares outstanding as of February 28, 1997 (exclusive of 3,992,493 treasury shares) Part I - FINANCIAL INFORMATION Item 1. Financial Statements. 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. 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). 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. (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.