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 May 31, 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 May 31, 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 Nine Months Ended
May 31, May 31,
1998 1997 1998 1997
____ ____ ____ ____
(Amounts in thousands except per share data)
Sales $131,230 $127,630 $379,106 $368,747
Costs and expenses:
Cost of food 33,151 30,978 95,897 90,021
Payroll and related costs 38,765 37,265 115,477 108,544
Occupancy and other operating
expenses 39,059 38,317 114,933 111,547
General and administrative
expenses 6,658 6,337 17,164 17,517
________ ________ ________ _______
117,633 112,897 343,471 327,629
________ ________ ________ _______
Income from operations 13,597 14,733 35,635 41,118
Interest expense (1,288) (1,078) (3,813) (2,686)
Other income, net 342 926 1,245 1,680
________ ________ ________ _______
Income before income taxes 12,651 14,581 33,067 40,112
Provision for income taxes 4,504 4,998 11,772 13,959
________ ________ ________ _______
Net income $ 8,147 $ 9,583 $ 21,295 $ 26,153
________ ________ ________ _______
Net income per share - basic and
assuming dilution $.35 $.41 $.92 $1.12
________ ________ ________ _______
Cash dividends per share $.20 $.20 $.60 $.60
________ ________ ________ _______
Average number of shares
outstanding 23,271 23,366 23,270 23,453
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
May 31, August 31,
1998 1997
____ ____
(Thousands of dollars)
ASSETS
Current assets:
Cash and cash equivalents $ 2,312 $ 6,430
Trade accounts and other receivables 684 510
Food and supply inventories 4,950 4,507
Prepaid expenses 4,239 3,586
Deferred income taxes 1,071 937
________ ________
Total current assets 13,256 15,970
Property held for sale 9,652 12,680
Investments and other assets - at cost 7,549 6,111
Property, plant, and equipment - at cost, net 336,459 334,017
________ ________
$366,916 $368,778
________ ________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 10,853 $ 13,584
Dividends payable 4,654 4,653
Accrued expenses and other liabilities 25,140 25,038
Income taxes payable 2,706 ` 2,406
________ ________
Total current liabilities 43,353 45,681
Long-term debt 77,000 84,000
Deferred income taxes and other credits 20,294 20,257
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 26,999 26,945
Retained earnings 283,408 276,140
Less cost of treasury stock (92,907) (93,014)
________ ________
Total shareholders' equity 226,269 218,840
________ ________
$366,916 $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)
Nine Months Ended
May 31,
1998 1997
____ ____
(Thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 21,295 $ 26,153
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 15,802 14,913
Increase (decrease) in accrued expenses
and other liabilities 143 (1,617)
Other, net (5,561) (1,354)
________ ________
Net cash provided by operating activities 31,679 38,095
________ ________
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property held for sale 3,568 2,300
Purchases of land held for future use (948) (12,134)
Purchases of property, plant, and equipment (17,498) (40,839)
________ ________
Net cash used in investing activities (14,878) (50,673)
________ ________
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under
stock option plan 42 2,878
Proceeds from long-term debt 658,000 760,000
Reductions of long-term debt (665,000) (711,000)
Purchases of treasury stock --- (21,077)
Dividends paid (13,961) (14,144)
________ ________
Net cash provided by (used in)
financing activities (20,919) 16,657
________ ________
Net increase (decrease) in cash and cash equivalents (4,118) 4,079
Cash and cash equivalents at beginning of period 6,430 2,687
________ ________
Cash and cash equivalents at end of period $ 2,312 $ 6,766
________ ________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Nine Months Ended May 31, 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 --- --- --- 26,153 26,153
Common stock issued under
employee benefit plans, net
of shares tendered in partial
payment and including
tax benefits --- 4,320 --- (1,027) 3,293
Cash dividends --- --- --- (14,001) (14,001)
Purchases of treasury stock --- (19,919) --- --- (19,919)
Balance at May 31, 1997 $8,769 $(93,014) $26,945 $278,499 $221,199
______ ________ _______ ________ ________
Balance at August 31, 1997 $8,769 $(93,014) $26,945 $276,140 $218,840
Net income for the period --- --- --- 21,295 21,295
Common stock issued under
employee benefit plans, net
of shares tendered in partial
payment and including
tax benefits --- 107 54 (65) 96
Cash dividends --- --- --- (13,962) (13,962)
______ ________ _______ ________ ________
Balance at May 31, 1998 $8,769 $(92,907) $26,999 $283,408 $226,269
______ ________ _______ ________ ________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
NOTES TO FINANCIAL STATEMENTS
May 31, 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
reviously 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 $4,118,000 from the end of the
preceding fiscal year to May 31, 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 nine months ended May 31, 1998,
were $18,446,000. As of May 31, 1998, the company owned three undeveloped
land sites and one land site on which a cafeteria is 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 May 31, 1998, the amount outstanding under
this line of credit was $77,000,000. 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 May 31, 1998 compared to the quarter ended May 31, 1997.
______________________________________________________________________
Sales increased $3,600,000, or 2.8%, 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 $2,173,000, or 7.0%. As a percentage of sales, food
costs were higher versus the prior year due to higher commodity prices
resulting from poor weather conditions, new menu item testing, and higher
fish prices. Payroll and related costs increased $1,500,000, or 4.0%, 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 $742,000, or 1.9%, 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 increased $321,000, or 5.1%,
due to higher legal and professional fees associated with the company's
strategic planning project. This increase was partially offset by 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. Lump
sum severance agreements were recorded during both periods.
Interest expense increased $210,000 due primarily to lower capitalized
interest on qualifying properties as a result of less construction in the
current period.
The provision for income taxes decreased $494,000, or 9.9%, due primarily to
lower income from operations. The effective income tax rate increased from
34.3% to 35.6% since the rate in the third quarter of fiscal 1997 was more
significantly impacted by the company restructuring into a holding company.
Nine months ended May 31, 1998 compared to the nine months ended May 31,
1997.
_____________________________________________________________________________
Sales increased $10,359,000, 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 slight 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 $5,876,000, or 6.5%, 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,
new menu item testing, and product promotions featured during the period
which had slightly higher food costs. Payroll and related costs increased
$6,933,000, or 6.4%, 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
$3,386,000, or 3.0%, due primarily to the increase in sales. With the slight
decline in same-store sales for the nine months ended May 31, 1998, certain
fixed expenses in this category have increased as a percentage of sales,
including depreciation, property taxes, utilities, rent, repairs, and group
insurance. 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 $353,000, or 2.0%, 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. This decrease was partially offset by higher legal and professional
fees associated with the company's strategic planning process.
Interest expense increased $1,127,000 due to lower capitalized interest on
qualifying properties as a result of less construction in the current period
and slightly higher borrowing rates under the interest rate swap agreements.
The provision for income taxes decreased $2,187,000, or 15.7%, due primarily
to lower income from operations. The effective income tax rate increased
from 34.8% 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 (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 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) 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 (filed as Exhibit 10(g) to the company's Quarterly
Report on Form 10-Q for the quarter ended February 28,
1998, and incorporated herein by reference).
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 (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(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 (filed as Exhibit 10(u) to
the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1998, and incorporated
herein by reference).
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 (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(bb) Agreement of Resignation, Severance, Confidentiality,
Non-Solicitation, Arbitration and General Release of All
Claims dated April 30, 1998, between Luby's Cafeterias,
Inc. and William E. Robson.
10(cc) Salary Continuation Agreement dated May 14, 1998,
between Luby's Cafeterias, Inc. and Sue Elliott.
10(dd) Salary Continuation Agreement dated June 1, 1998,
between Luby's Cafeterias, Inc. and Alan M. Davis.
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
(filed as Exhibit 99 to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1998,
and incorporated herein by reference).
(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)
BARRY J.C. PARKER
By: _____________________________
Barry J. C. Parker
President and
Chief Executive Officer
LAURA M. BISHOP
By: _____________________________
Laura M. Bishop
Senior Vice President and
Chief Financial Officer
Dated: July 6, 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) Bylaws of Luby's Cafeterias, 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) 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 (filed
as Exhibit 10(g) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1998, and
incorporated herein by reference).
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 (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(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 (filed as Exhibit 10(u) to the company's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998, and incorporated herein by reference).
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
(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(bb) Agreement of Resignation, Severance, Confidentiality, Non-
Solicitation, Arbitration and General Release of All Claims
dated April 30, 1998, between Luby's Cafeterias, Inc. and
William E. Robson.
10(cc) Salary Continuation Agreement dated May 14, 1998, between
Luby's Cafeterias, Inc. and Sue Elliott.
10(dd) Salary Continuation Agreement dated June 1, 1998, between
Luby's Cafeterias, Inc. and Alan M. Davis.
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 (filed as
Exhibit 99 to the company's Quarterly Report on Form 10-Q for
the quarter ended February 28, 1998, and incorporated herein
by reference).