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, 1998
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: 23,270,675 shares outstanding as of February 28, 1998
(exclusive of 4,132,392 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 28,
1998 1997 1998 1997
____ ____ ____ ____
(Amounts in thousands except per share data)
Sales $123,204 $118,830 $247,876 $241,117
Costs and expenses:
Cost of food 30,889 28,654 62,746 59,043
Payroll and related costs 37,402 35,268 76,712 71,279
Occupancy and other operating
expenses 37,866 36,324 75,874 73,230
General and administrative
expenses 5,232 5,617 10,506 11,180
_______ _______ _______ _______
111,389 105,863 225,838 214,732
Income from operations 11,815 12,967 22,038 26,385
_______ _______ _______ _______
Interest expense (1,259) (955) (2,525) (1,608)
Other income, net 222 453 903 754
Income before income taxes 10,778 12,465 20,416 25,531
Provision for income taxes 3,837 4,061 7,268 8,961
_______ _______ _______ _______
Net income $ 6,941 $ 8,404 $ 13,148 $ 16,570
_______ _______ _______ _______
Net income per share - basic and
assuming dilution $.30 $.36 $.57 $.71
Cash dividends per share $.20 $.20 $.40 $.40
Average number of shares outstanding 23,271 23,380 23,270 23,498
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
February 28, August 31,
1998 1997
____ ____
(Thousands of dollars)
ASSETS
Current assets:
Cash and cash equivalents $ 3,730 $ 6,430
Trade accounts and other receivables 683 510
Food and supply inventories 5,939 4,507
Prepaid expenses 4,530 3,586
Deferred income taxes 1,258 937
________ ________
Total current assets 16,140 15,970
Property held for sale 9,650 12,680
Investments and other assets - at cost 8,592 6,111
Property, plant, and equipment - at cost, net 334,383 334,017
________ ________
$368,765 $368,778
________ ________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 11,200 $ 13,584
Dividends payable 4,654 4,653
Accrued expenses and other liabilities 22,090 25,038
Income taxes payable 1,453 2,406
________ ________
Total current liabilities 39,397 45,681
Long-term debt 86,000 84,000
Deferred income taxes and other credits 20,646 20,257
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 26,945 26,945
Retained earnings 279,915 276,140
Less cost of treasury stock (92,907) (93,014)
________ ________
Total shareholders' equity 222,722 218,840
________ ________
$368,765 $368,778
________ ________
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,
1998 1997
____ ____
(Thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 13,148 $ 16,570
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 10,422 9,793
Decrease in accrued expenses
and other liabilities (2,948) (5,915)
Other, net (7,778) (4,695)
________ ________
Net cash provided by operating activities 12,844 15,753
________ ________
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property held for sale 3,568 1,052
Purchases of land held for future use (948) (11,608)
Purchases of property, plant, and equipment (10,899) (30,617)
________ ________
Net cash used in investing activities (8,279) (41,173)
________ ________
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under
stock option plan 42 2,775
Proceeds from long-term debt 454,000 486,000
Reductions of long-term debt (452,000) (432,000)
Purchases of treasury stock --- (18,260)
Dividends paid (9,307) (9,450)
________ ________
Net cash provided by (used in)
financing activities (7,265) 29,065
________ ________
Net increase (decrease) in cash and
cash equivalents (2,700) 3,645
Cash and cash equivalents at beginning of period 6,430 2,687
________ ________
Cash and cash equivalents at end of period $ 3,730 $ 6,332
________ ________
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, 1998 and 1997
(UNAUDITED)
Total
Common Stock Paid-in Retained Shareholders'
Issued Treasury Capital Earnings Equity
______ ________ ________ ________ _____________
(Thousands of dollars)
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
______ ________ _______ ________ ________
Balance at August 31, 1997 $8,769 $(93,014) $26,945 $276,140 $218,840
Net income for the period --- --- --- 13,148 13,148
Common stock issued under employee
benefit plans, net of shares
tendered in partial payment and
including tax benefits --- 107 --- (65) 42
Cash dividends --- --- --- (9,308) (9,308)
______ ________ _______ ________ ________
Balance at February 28, 1998 $8,769 $(92,907) $26,945 $279,915 $222,722
______ ________ _______ ________ ________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
NOTES TO FINANCIAL STATEMENTS
February 28, 1998
(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, 1997. 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.
Note 2: During the quarter ended February 28, 1998, the company adopted
Statement of Financial Accounting Standards No. 128, Earnings Per
Share. Statement 128 replaced the previously reported primary and
fully diluted earnings per share with basic and diluted earnings per
share. Unlike primary earnings per share, basic earnings per share
excludes any dilutive effects of options, warrants, and convertible
securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. Earnings per
share amounts for all periods have been restated to conform to
the requirements of Statement 128.
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 decreased by $2,700,000 from the end of the
preceding fiscal year to February 28, 1998. All capital expenditures for
fiscal 1998 are being funded from cash flows from operations, cash
equivalents, and long-term debt. Capital expenditures for the six months
ended February 28, 1998, were $11,847,000. As of February 28, 1998, the
company owned four undeveloped land sites and one Water Street joint venture
restaurant was under construction.
During fiscal year 1997 the company purchased 897,500 shares of its common
stock at a cost of $19,918,000, 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 $125,000,000
line-of-credit agreement. As of February 28, 1998, the amount outstanding
under this line of credit was $86,000,000. 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, 1998 compared to the quarter ended February 28,
1997.
______________________________________________________________________________
Sales increased $4,374,000, or 3.7%, due to the addition of five new
cafeterias in fiscal 1998 and 27 in fiscal 1997, and due to a slight increase
in average sales volume at cafeterias opened over one year. This increase was
partially offset by the closing of five units, two in August 1997, two in
September 1997, and one in January 1998.
Cost of food increased $2,235,000, or 7.8%, due primarily to the increase in
sales. As a percentage of sales, food costs were higher versus the prior year
due to higher commodity prices resulting from poor weather conditions.
Payroll and related costs increased $2,134,000, or 6.1%, due primarily to the
increase in sales and the higher federal minimum wage which increased first on
October 1, 1996, and again on September 1, 1997. Occupancy and other
operating expenses increased $1,542,000, or 4.2%, due primarily to the
increase in sales. This increase was partially offset by lower preopening
expenses due to fewer new store openings as compared to the prior year.
General and administrative expenses decreased $385,000, or 6.9%, due primarily
to a lower profit sharing contribution estimated for fiscal 1998 as compared
to the estimate of the contribution for the same period in the prior year.
The decline was partially offset by higher legal and professional fees
associated with the company's strategic planning project.
Interest expense increased $304,000 due to higher average borrowings under the
line-of-credit agreement and lower capitalized interest on qualifying
properties as a result of less construction in the current period.
The provision for income taxes decreased $224,000, or 5.5%, due primarily to
lower income from operations. The effective income tax rate increased from
32.6% to 35.6% since the rate in the second quarter of fiscal 1997 was
significantly impacted by the company's restructuring into a holding company.
Six months ended February 28, 1998 compared to the six months ended
February 28, 1997.
______________________________________________________________________________
Sales increased $6,759,000, or 2.8%, due primarily to the addition of five new
cafeterias in fiscal 1998 and 27 in fiscal 1997. The sales increase from new
cafeterias was partially offset by a decrease in sales volume at cafeterias
opened over one year and the closing of five units, two in August 1997, two in
September 1997, and one in January 1998.
Cost of food increased $3,703,000, or 6.3%, due primarily to the increase in
sales. As a percentage of sales, food costs were higher versus the prior year
due to higher commodity prices resulting from poor weather conditions and
product promotions featured during the period which had slightly higher food
costs. Payroll and related costs increased $5,433,000, or 7.6%, due primarily
to the increase in sales and the higher federal minimum wage which increased
first on October 1, 1996, and again on September 1, 1997. Occupancy and other
operating expenses increased $2,644,000, or 3.6%, due primarily to the
increase in sales. With the decline in same-store sales for the six months
ended February 28, 1998`, certain fixed expenses in this category have
increased as a percentage of sales, including depreciation, property taxes,
utilities, and repairs. These increases were partially offset by lower
preopening expenses due to fewer store openings as compared to the prior
period. In addition, managers' salaries, which are based on the profitability
of the cafeterias, decreased as a percent of sales due to lower store profits.
General and administrative expenses decreased $674,000, or 6.0%, due primarily
to a lower profit sharing contribution estimated for fiscal 1998 as compared
to the estimate of the contribution for the same period in the prior year.
Interest expense increased $917,000 due to higher average borrowings under the
line-of-credit agreement and lower capitalized interest on qualifying
properties as a result of less construction in the current period.
The provision for income taxes decreased $1,693,000, or 18.9%, due primarily
to lower income from operations. The effective income tax rate increased from
35.1% to 35.6%.
The Year 2000
_____________
Some of the company's older computer programs were written using two digits
rather than four to define the applicable year. As a result, those computer
programs have time-sensitive software that recognizes a date using "00" as
the year 1900 rather than the year 2000. This could cause a system failure
or miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, code invoices, or
engage in similar normal business activities.
The company has assessed the issue and will modify or replace its software
so that its computer systems function properly with respect to dates in
the year 2000 and thereafter. The company does not expect that the year
2000 issue will materially affect future financial results.
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.
Part II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The 1998 annual meeting of shareholders of Luby's Cafeterias, Inc. was
held on January 9, 1998.
(b) The directors elected at the meeting were Lauro F. Cavazos, John B.
Lahourcade, and George H. Wenglein. The other directors whose terms
continued after the meeting are David B. Daviss, Roger R. Hemminghaus,
Barry J.C. Parker, William E. Robson, Walter J. Salmon, and Joanne Winik.
(c) The matters voted upon at the meeting were (i) the election of three
directors to serve until the 2001 annual meeting of shareholders and (ii)
the approval of the appointment of Ernst & Young LLP as auditors for the
1998 fiscal year.
(d) With respect to the election of directors, the results of the voting
were:
Shares Voted Shares Broker
Nominee For Abstained Nonvotes
____________________ _____________ _________ ________
Lauro F. Cavazos 19,603,134 1,173,185 -0-
John B. Lahourcade 19,913,321 862,998 -0-
George H. Wenglein 19,914,645 861,674 -0-
(e) With respect to approval of the appointment of auditors, the results of
the voting were:
Shares voted "for" 20,688,629
Shares voted "against" 22,469
Shares abstaining 65,221
Broker nonvotes -0-
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) Amendment to Bylaws of Luby's Cafeterias, Inc. adopted by
the Board of Directors on March 19, 1998.
3(c) Bylaws of Luby's Cafeterias, Inc. as currently in effect.
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) 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 (filed
as Exhibit 10(d) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1997, and
incorporated herein by reference).
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 (filed as Exhibit 10(f) to the
company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1997, and incorporated herein by
reference).
10(g) Luby's Cafeterias, Inc. Incentive Bonus Plan for Fiscal 1998
adopted by the Board of Directors on January 9, 1998.
10(h) 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(i) 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(j) 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(k) 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(l) 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(m) 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(n) 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(o) Amendment to Nonemployee Director Deferred Compensation Plan
of Luby's Cafeterias, Inc. adopted by the Board of Directors
on March 19, 1998.
10(p) 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(q) Amendment to Nonemployee Director Stock Option Plan of
Luby's Cafeterias, Inc. adopted January 14, 1997 (filed as
Exhibit 10(o) to the company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1997, and incorporated
herein by reference).
10(r) 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(s) 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(t) 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(u) Amendment to Luby's Cafeterias, Inc. Supplemental Executive
Retirement Plan adopted by the Board of Directors on
January 9, 1998.
10(v) 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(w) Retirement Agreement dated March 17, 1997, between Luby's
Cafeterias, Inc. and Ralph Erben (filed as Exhibit 10(t) to
the company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1997, and incorporated herein by
reference).
10(x) 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(y) 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(z) 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(aa) Luby's Cafeterias, Inc. Nonemployee Director Phantom Stock
Plan adopted by the Board of Directors on March 19, 1998.
11 Statement re computation of per share earnings.
99 Corporate Governance Guidelines of Luby's Cafeterias, Inc.
adopted by the Board of Directors on March 19, 1998.
(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: 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 13, 1998
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) Amendment to Bylaws of Luby's Cafeterias, Inc.
adopted by the Board of Directors on March 19, 1998.
3(c) Bylaws of Luby's Cafeterias, Inc. as currently in
effect.
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) 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 (filed as Exhibit 10(d) to the
company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1997, and incorporated
herein by reference).
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 (filed
as Exhibit 10(f) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28,
1997, and incorporated herein by reference).
10(g) Luby's Cafeterias, Inc. Incentive Bonus Plan for
Fiscal 1998 adopted by the Board of Directors on
January 9, 1998.
10(h) 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(i) 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(j) 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(k) 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(l) 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(m) 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(n) 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(o) Amendment to Nonemployee Director Deferred Compensation
Plan of Luby's Cafeterias, Inc. adopted by the Board
of Directors on March 19, 1998.
10(p) 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(q) Amendment to Nonemployee Director Stock Option Plan
of Luby's Cafeterias, Inc. adopted January 14, 1997
(filed as Exhibit 10(o) to the company's Quarterly
Report on Form 10-Q for the quarter ended February 28,
1997, and incorporated herein by reference).
10(r) 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 10Q for the quarter ended February 29, 1996, and
incorporated herein by reference).
10(s) 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(t) 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(u) Amendment to Luby's Cafeterias, Inc. Supplemental
Executive Retirement Plan adopted by the Board of
Directors on January 9, 1998.
10(v) 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(w) Retirement Agreement dated March 17, 1997, between
Luby's Cafeterias, Inc. and Ralph Erben (filed as
Exhibit 10(t) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28,
1997, and incorporated herein by reference).
10(x) 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(y) 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(z) 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(aa) Luby's Cafeterias, Inc. Nonemployee Director Phantom
Stock Plan adopted by the Board of Directors on March 19,
1998.
11 Statement re computation of per share earnings.
99 Corporate Governance Guidelines of Luby's Cafeterias, Inc.
adopted by the Board of Directors on March 19, 1998.