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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission file number: 1-8308
LUBY'S, INC.
________________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 74-1335253
__________________________ ____________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2211 Northeast Loop 410, P. O. Box 33069
San Antonio, Texas 78265-3069
________________________________________________________________________________
(Address of principal executive offices) (Zip Code)
210/654-9000
________________________________________________________________________________
(Registrant's telephone number, including area code)
Luby's Cafeterias, Inc.
________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
___ ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock: 22,420,375 shares outstanding as of February 28, 1999
(exclusive of 4,982,692 treasury shares)
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
LUBY'S, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
February 28, February 28,
1999 1998 1999 1998
____ ____ ____ ____
(Amounts in thousands except per share data)
Sales $123,771 $123,204 $249,479 $247,876
Costs and expenses:
Cost of food 29,213 30,889 62,022 62,746
Payroll and related costs 37,344 37,402 76,453 76,712
Occupancy and other operating
expenses 39,360 37,866 77,872 75,874
General and administrative
expenses 6,090 5,232 11,754 10,506
________ ________ ________ ________
112,007 111,389 228,101 225,838
________ ________ ________ ________
Income from operations 11,764 11,815 21,378 22,038
Interest expense (1,280) (1,259) (2,446) (2,525)
Other income, net 620 222 900 903
________ ________ ________ ________
Income before income taxes 11,104 10,778 19,832 20,416
Provision for income taxes 3,885 3,837 6,941 7,268
________ ________ ________ ________
Net income $ 7,219 $ 6,941 $ 12,891 $ 13,148
________ ________ ________ ________
Net income per share - basic and
assuming dilution $.32 $.30 $.57 $.57
Cash dividends per share $.20 $.20 $.40 $.40
Average number of shares outstanding 22,491 23,271 22,811 23,270
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
February 28, August 31,
1999 1998
____________ __________
(Thousands of dollars)
ASSETS
Current assets:
Cash and cash equivalents $ 6,776 $ 3,760
Trade accounts and other receivables 702 704
Food and supply inventories 4,956 5,072
Prepaid expenses 4,289 4,375
Deferred income taxes 1,218 1,201
________ ________
Total current assets 17,941 15,112
Property held for sale 13,208 17,340
Investments and other assets - at cost 10,639 7,992
Property, plant, and equipment - at
cost, net 299,605 298,597
________ ________
$341,393 $339,041
________ ________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 12,052 $ 12,482
Dividends payable 4,484 4,654
Accrued expenses and other liabilities 21,425 28,231
Income taxes payable 2,196 2,069
________ ________
Total current liabilities 40,157 47,436
Long-term debt 91,000 73,000
Deferred income taxes and other credits 13,835 13,191
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 27,025 27,012
Retained earnings 266,411 262,540
Less cost of treasury stock (105,804) (92,907)
________ ________
Total shareholders' equity 196,401 205,414
________ ________
$341,393 $339,041
________ ________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
February 28,
1999 1998
____ _____
(Thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 12,891 $ 13,148
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 9,755 10,422
Decrease in accrued expenses and
other liabilities (6,793) (2,948)
Other, net 1,232 (7,778)
________ ________
Net cash provided by operating activities 17,085 12,844
________ ________
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property held for sale 4,456 3,568
Purchases of land held for future use (3,192) (948)
Purchases of property, plant, and equipment (10,754) (10,899)
________ ________
Net cash used in investing activities (9,490) (8,279)
________ ________
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under
stock option plan --- 42
Proceeds from long-term debt 355,000 454,000
Reductions of long-term debt (337,000) (452,000)
Purchases of treasury stock (13,389) ---
Dividends paid (9,190) (9,307)
________ ________
Net cash used in financing activities (4,579) (7,265)
________ ________
Net increase (decrease) in cash and cash
equivalents 3,016 (2,700)
Cash and cash equivalents at beginning of period 3,760 6,430
________ ________
Cash and cash equivalents at end of period $ 6,776 $ 3,730
________ ________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Six Months Ended February 28, 1999 and 1998
(UNAUDITED)
Total
Common Stock Paid-in Retained Shareholders'
Issued Treasury Capital Earnings Equity
______ ________ _______ ________ ____________
(Thousands of dollars)
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
______ ________ _______ ________ ________
Balance at August 31, 1998 $8,769 $(92,907) $27,012 $262,540 $205,414
Net income for the period --- --- --- 12,891 12,891
Common stock issued under employee
benefit plans, net of shares
tendered in partial payment and
including tax benefits --- 21 13 --- 34
Cash dividends --- --- --- (9,020) (9,020)
Purchases of treasury stock --- (12,918) --- --- (12,918)
______ ________ _______ ________ ________
Balance at February 28, 1999 $8,769 $(105,804) $27,025 $266,411 $196,401
______ ________ _______ ________ ________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
NOTES TO FINANCIAL STATEMENTS
February 28, 1999
(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, 1998. The
accounting policies used in preparing these consolidated financial
statements are the same as those described in Luby's annual report on
Form 10-K.
Part I - FINANCIAL INFORMATION (continued)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
_______________________________
Cash and cash equivalents increased by $3,016,000 from the end of the preceding
fiscal year to February 28, 1999. All capital expenditures for fiscal 1999 are
being funded from cash flows from operations, cash equivalents, and long-term
debt. Capital expenditures for the six months ended February 28, 1999, were
$13,946,000. As of February 28, 1999, the company owned six undeveloped land
sites, one land site on which a restaurant is under construction, and several
properties held for sale.
During the six months ended February 28, 1999, the company purchased 850,300
shares of its common stock at a cost of $12,918,000, which are being held as
treasury stock. These shares were purchased under a 1,000,000 share
authorization which expired December 31, 1998. 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, 1999, the amount outstanding under this line of credit was
$91,000,000. 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, 1999 compared to the quarter ended February 28,
1998.
___________________________________________________________________________
Sales increased $567,000, or 0.5%, due to the addition of one new restaurant in
fiscal 1999 and five in fiscal 1998. Sales volumes at restaurants opened over
one year increased approximately 2.5% during the quarter; however, this was
partially offset by a decrease in sales from the closing of five restaurants in
fiscal 1998 and eight restaurants in fiscal 1999.
Cost of food decreased $1,676,000, or 5.4%. As a percentage of sales, food
costs were lower versus the prior year due to various factors including
increased drink sales from new self-serve drink counters and other sales mix
changes, the impact of a new manager compensation plan which provides more of
an incentive to improve margins at all sales volumes, and recent price
increases. Payroll and related costs remained relatively flat versus the prior
year. Occupancy and other operating expenses increased $1,494,000, or 3.9%,
due primarily to an increase in advertising expenditures, higher food-to-go
packaging costs, and higher costs associated with the rollout of a new uniform
program for restaurant employees. These increases were partially offset by
lower depreciation expense associated with store closings and asset
impairments. General and administrative expenses increased $858,000, or 16.4%,
due primarily to higher corporate salaries and benefits associated with the
addition of new positions to support the implementation of the company's
strategic plan and costs relating to increased recruiting and training efforts
for store management.
The effective income tax rate decreased from 35.6% to 35.0% due to lower
estimated state taxes.
Six months ended February 28, 1999 compared to the six months ended
February 28, 1998.
____________________________________________________________________
Sales increased $1,603,000, or 0.6%, due primarily to the addition of one new
restaurant in fiscal 1999 and five in fiscal 1998. Sales volumes at
restaurants opened over one year increased approximately 2.1% during the fiscal
year; however, this was partially offset by a decrease in sales from the
closing of five restaurants in fiscal year 1998 and eight restaurants in fiscal
1999.
Cost of food decreased $724,000, or 1.2%. As a percentage of sales, food costs
were lower versus the prior year due to various factors including increased
drink sales from new self-serve drink counters and other sales mix changes, the
impact of a new manager compensation plan which provides more of an incentive
to improve margins at all sales volumes, and recent price increases. Payroll
and related costs decreased $259,000, or 0.3%, due primarily to store closings.
Occupancy and other operating expenses increased $1,998,000, or 2.6%, due to an
increase in advertising expenditures, higher food-to-go packaging costs, and
higher costs associated with the rollout of a new uniform program for all
hourly employees. These increases were partially offset by lower depreciation
expense associated with store closings and asset impairments. General and
administrative expenses increased $1,248,000, or 11.9%, due to higher corporate
salaries and benefits associated with the addition of new positions to support
the implementation of the company's strategic plan and costs relating to
increased recruiting and training efforts for store management.
Interest expense decreased $79,000, or 3.1%, due to lower average borrowings
under the line-of-credit agreement and a lower weighted average interest rate
during the current period as compared to the same period last year.
The provision for income taxes decreased $327,000, or 4.5%, due in part to
lower income from operations. In addition, the effective income tax rate
decreased from 35.6% to 35.0% due to lower estimated state taxes.
The Year 2000
_____________
During 1998 the company, in the ordinary course of business, decided to migrate
its information technology from internally developed systems to commercially
available products which are Year 2000 compliant for a variety of business
reasons. The transition to the new technology was completed in January 1999.
The company believes the Year 2000 will not pose significant operational
problems for its computer systems. The cost of the Year 2000 project is
estimated to be $200,000, primarily for services and costs of updating some
existing software. The company is also surveying suppliers and customers to
determine the status of their Year 2000 compliance programs. Based on findings
and discussions to date with vendors, the company does not believe a
contingency plan is required and does not intend to create one as it believes
the likelihood is remote that its vendors have not fully addressed the Year
2000 issues or that it would have a material impact on the company's
operations.
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 1999 annual meeting of shareholders of Luby's Cafeterias, Inc. was
held on January 8, 1999.
(b) The directors elected at the meeting were Ronald K. Calgaard, Judith B.
Craven, David B. Daviss, Arthur R. Emerson, and Roger R. Hemminghaus. The
other directors whose terms continued after the meeting are Lauro F.
Cavazos, John B. Lahourcade, Barry J.C. Parker, Walter J. Salmon,
George H. Wenglein, and Joanne Winik.
(c) The matters voted upon at the meeting were (i) the election of one
director to serve until the 2001 annual meeting of shareholders and four
directors to serve until the 2002 annual meeting of shareholders, (ii) the
adoption of an amendment to the Certificate of Incorporation to change the
corporate name to "Luby's, Inc.," (iii) the approval of the Luby's
Incentive Stock Plan, and (iv) the approval of the appointment of Ernst &
Young LLP as auditors for the 1999 fiscal year.
(d) With respect to the election of directors, the results of the voting were:
Shares Voted Shares Broker
Nominee For Abstained Nonvotes
_____________________ ____________ _________ _________
Ronald K. Calgaard 18,504,613 2,842,206 -0-
Judith B. Craven 18,426,233 2,920,586 -0-
David B. Daviss 18,734,112 2,612,707 -0-
Arthur R. Emerson 18,433,750 2,913,069 -0-
Roger R. Hemminghaus 19,188,301 2,158,518 -0-
(e) With respect to amending the Certificate of Incorporation to change the
corporate name, the results of the voting were:
Shares voted "for" 19,418,450
Shares voted "against" 1,876,725
Shares abstaining 51,644
Broker nonvotes -0-
(f) With respect to the approval of the Luby's Incentive Stock Plan, the
results of the voting were:
Shares voted "for" 15,732,387
Shares voted "against" 2,997,257
Shares abstaining 169,180
Broker nonvotes 2,447,995
(g) With respect to the approval of the appointment of auditors, the results
of the voting were:
Shares voted "for" 21,212,430
Shares voted "against" 65,778
Shares abstaining 68,611
Broker nonvotes -0-
Part II - OTHER INFORMATION (continued)
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3(a) Amendment to the Certificate of Incorporation of Luby's
Cafeterias, Inc., filed with the Secretary of State of Delaware
on January 11, 1999.
3(b) Certificate of Incorporation of Luby's, Inc., as currently in
effect.
3(c) Bylaws of Luby's, Inc. as currently in effect (filed as
Exhibit 3(c) to the company's Quarterly Report on Form 10-Q for
the quarter ended February 28, 1998, and incorporated herein by
reference).
4(a) Description of Common Stock Purchase Rights of Luby's
Cafeterias, Inc. in Form 8-A (filed April 17, 1991, effective
April 26, 1991, File No. 1-8308, and incorporated herein by
reference).
4(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement
dated April 16, 1991 (filed as Exhibit 4(b) to the company's
Quarterly Report on Form 10-Q for the quarter ended
November 30, 1991, and incorporated herein by reference).
4(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement
dated April 16, 1991 (filed as Exhibit 4(d) to the company's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1995, and incorporated herein by reference).
4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the company's
Quarterly Report on Form 10-Q for the quarter ended May 31,
1995, and incorporated herein by reference).
4(e) Credit Agreement dated February 27, 1996, among Luby's
Cafeterias, Inc., Certain Lenders, and NationsBank of Texas,
N.A. (filed as Exhibit 4(e) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 29, 1996, and
incorporated herein by reference).
4(f) First Amendment to Credit Agreement dated January 24, 1997,
among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank
of Texas, N.A. (filed as Exhibit 4(f) to the company's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).
4(g) ISDA Master Agreement dated June 17, 1997, between Luby's
Cafeterias, Inc. and NationsBank, N.A., with Schedule and
Confirmation dated July 7, 1997 (filed as Exhibit 4(g) to the
company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1997, and incorporated herein by reference).
4(h) ISDA Master Agreement dated July 2, 1997, between Luby's
Cafeterias, Inc. and Texas Commerce Bank National Association,
with Schedule and Confirmation dated July 2, 1997 (filed as
Exhibit 4(h) to the company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1997, and incorporated herein
by reference).
4(i) Second Amendment to Credit Agreement dated July 3, 1997, among
Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of
Texas, N.A. (filed as Exhibit 4(i) to the company's Annual
Report on Form 10-K for the fiscal year ended August 31, 1997,
and incorporated herein by reference).
10(a) Form of Deferred Compensation Agreement entered into between
Luby's Cafeterias, Inc. and various officers (filed as
Exhibit 10(b) to the company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1981, and incorporated herein
by reference).
10(b) Form of Amendment to Deferred Compensation Agreement between
Luby's Cafeterias, Inc. and various officers and former
officers adopted January 14, 1997 (filed as Exhibit 10(b) to
the company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1997, and incorporated herein by reference).
10(c) Luby's Cafeterias, Inc. Incentive Bonus Plan for Fiscal 1998
adopted 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(d) Performance Unit Plan of Luby's Cafeterias, Inc. approved by
the shareholders January 12, 1984 (filed as Exhibit 10(f) to
the company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1984, and incorporated herein by reference).
10(e) 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(f) Management Incentive Stock Plan of Luby's Cafeterias, Inc.
(filed as Exhibit 10(i) to the company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1989, and
incorporated herein by reference).
10(g) 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(h) 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(i) 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(j) Amendment to Nonemployee Director Deferred Compensation Plan of
Luby's Cafeterias, Inc. adopted March 19, 1998 (filed as
Exhibit 10(o) to the company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1998, and incorporated
herein by reference).
10(k) 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(l) 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(m) 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(n) 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(o) 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(p) Amendment to Luby's Cafeterias, Inc. Supplemental Executive
Retirement Plan adopted January 9, 1998 (filed as Exhibit 10(u)
to the company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1998, and incorporated herein by reference).
10(q) 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(r) Amendment dated January 8, 1999, to Employment Agreement
between Luby's Cafeterias, Inc. and Barry J.C. Parker.
10(s) Term Promissory Note of Barry J.C. Parker in favor of Luby's
Cafeterias, Inc., dated November 10, 1997, in the original
principal sum of $199,999.00 (filed as Exhibit 10(v) to the
company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1997, and incorporated herein by reference).
10(t) Stock Agreement dated November 10, 1997, between Barry J.C.
Parker and Luby's Cafeterias, Inc. (filed as Exhibit 10(w) to
the company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1997, and incorporated herein by reference).
10(u) Luby's Cafeterias, Inc. Nonemployee Director Phantom Stock Plan
adopted March 19, 1998 (filed as Exhibit 10(aa) to the
company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998, and incorporated herein by reference).
10(v) Salary Continuation Agreement dated May 14, 1998, between
Luby's Cafeterias, Inc. and Sue Elliott (filed as
Exhibit 10(cc) to the company's Quarterly Report on Form 10-Q
for the quarter ended May 31, 1998, and incorporated herein by
reference).
10(w) Salary Continuation Agreement dated June 1, 1998, between
Luby's Cafeterias, Inc. and Alan M. Davis (filed as
Exhibit 10(dd) to the company's Quarterly Report on Form 10-Q
for the quarter ended May 31, 1998, and incorporated herein by
reference).
10(x) Luby's Incentive Stock Plan adopted October 16, 1998 (filed as
Exhibit 10(cc) to the company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1998, and incorporated herein
by reference).
10(y) Incentive Bonus Plan for Fiscal 1999 adopted October 16, 1998
(filed as Exhibit 10(dd) to the company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1998, and
incorporated herein by reference).
10(z) Form of Change in Control Agreement entered into between
Luby's, Inc. and Barry J.C. Parker, President and Chief
Executive Officer, as of January 8, 1999.
10(aa) Form of Change in Control Agreement entered into between
Luby's, Inc. and each of its Senior Vice Presidents as of
January 8, 1999.
11 Statement re computation of per share earnings.
99(a) Corporate Governance Guidelines of Luby's Cafeterias, Inc. as
amended January 7, 1999.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for
which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LUBY'S, INC.
(Registrant)
By: BARRY J.C. PARKER
_____________________________
Barry J. C. Parker
President and
Chief Executive Officer
By: LAURA M. BISHOP
_____________________________
Laura M. Bishop
Senior Vice President and
Chief Financial Officer
Dated: April 13, 1999
EXHIBIT INDEX
Number Document
3(a) Amendment to the Certificate of Incorporation of Luby's
Cafeterias, Inc., filed with the Secretary of State of Delaware
on January 11, 1999.
3(b) Certificate of Incorporation of Luby's, Inc., as currently in
effect.
3(c) Bylaws of Luby's, Inc. as currently in effect (filed as
Exhibit 3(c) to the company's Quarterly Report on Form 10-Q for
the quarter ended February 28, 1998, and incorporated herein by
reference).
4(a) Description of Common Stock Purchase Rights of Luby's Cafeterias,
Inc. in Form 8-A (filed April 17, 1991, effective April 26, 1991,
File No. 1-8308, and incorporated herein by reference).
4(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement
dated April 16, 1991 (filed as Exhibit 4(b) to the company's
Quarterly Report on Form 10-Q for the quarter ended November 30,
1991, and incorporated herein by reference).
4(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1995, and
incorporated herein by reference).
4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the company's Quarterly
Report on Form 10-Q for the quarter ended May 31, 1995, and
incorporated herein by reference).
4(e) Credit Agreement dated February 27, 1996, among Luby's
Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A.
(filed as Exhibit 4(e) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 29, 1996, and
incorporated herein by reference).
4(f) First Amendment to Credit Agreement dated January 24, 1997, among
Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of
Texas, N.A. (filed as Exhibit 4(f) to the company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1997, and
incorporated herein by reference).
4(g) ISDA Master Agreement dated June 17, 1997, between Luby's
Cafeterias, Inc. and NationsBank, N.A., with Schedule and
Confirmation dated July 7, 1997 (filed as Exhibit 4(g) to the
company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1997, and incorporated herein by reference).
4(h) ISDA Master Agreement dated July 2, 1997, between Luby's
Cafeterias, Inc. and Texas Commerce Bank National Association,
with Schedule and Confirmation dated July 2, 1997 (filed as
Exhibit 4(h) to the company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1997, and incorporated herein by
reference).
4(i) Second Amendment to Credit Agreement dated July 3, 1997, among
Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of
Texas, N.A. (filed as Exhibit 4(i) to the company's Annual Report
on Form 10-K for the fiscal year ended August 31, 1997, and
incorporated herein by reference).
10(a) Form of Deferred Compensation Agreement entered into between
Luby's Cafeterias, Inc. and various officers (filed as
Exhibit 10(b) to the company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1981, and incorporated herein by
reference).
10(b) Form of Amendment to Deferred Compensation Agreement between
Luby's Cafeterias, Inc. and various officers and former officers
adopted January 14, 1997 (filed as Exhibit 10(b) to the company's
Quarterly Report on Form 10-Q for the quarter ended February 28,
1997, and incorporated herein by reference).
10(c) Luby's Cafeterias, Inc. Incentive Bonus Plan for Fiscal 1998
adopted 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(d) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the
shareholders January 12, 1984 (filed as Exhibit 10(f) to the
company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1984, and incorporated herein by reference).
10(e) 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(f) Management Incentive Stock Plan of Luby's Cafeterias, Inc. (filed
as Exhibit 10(i) to the company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1989, and incorporated herein by
reference).
10(g) 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(h) 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(i) 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(j) Amendment to Nonemployee Director Deferred Compensation Plan of
Luby's Cafeterias, Inc. adopted March 19, 1998 (filed as
Exhibit 10(o) to the company's Quarterly Report on Form 10-Q for
the quarter ended February 28, 1998, and incorporated herein by
reference).
10(k) 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(l) 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(m) 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(n) 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(o) 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(p) Amendment to Luby's Cafeterias, Inc. Supplemental Executive
Retirement Plan adopted 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(q) 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(r) Amendment dated January 8, 1999, to Employment Agreement between
Luby's Cafeterias, Inc. and Barry J.C. Parker.
10(s) Term Promissory Note of Barry J.C. Parker in favor of Luby's
Cafeterias, Inc., dated November 10, 1997, in the original
principal sum of $199,999.00 (filed as Exhibit 10(v) to the
company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1997, and incorporated herein by reference).
10(t) Stock Agreement dated November 10, 1997, between Barry J.C.
Parker and Luby's Cafeterias, Inc. (filed as Exhibit 10(w) to the
company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1997, and incorporated herein by reference).
10(u) Luby's Cafeterias, Inc. Nonemployee Director Phantom Stock Plan
adopted March 19, 1998 (filed as Exhibit 10(aa) to the company's
Quarterly Report on Form 10-Q for the quarter ended February 28,
1998, and incorporated herein by reference).
10(v) Salary Continuation Agreement dated May 14, 1998, between Luby's
Cafeterias, Inc. and Sue Elliott (filed as Exhibit 10(cc) to the
company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1998, and incorporated herein by reference).
10(w) Salary Continuation Agreement dated June 1, 1998, between Luby's
Cafeterias, Inc. and Alan M. Davis (filed as Exhibit 10(dd) to
the company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1998, and incorporated herein by reference).
10(x) Luby's Incentive Stock Plan adopted October 16, 1998 (filed as
Exhibit 10(cc) to the company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1998, and incorporated herein by
reference).
10(y) Incentive Bonus Plan for Fiscal 1999 adopted October 16, 1998
(filed as Exhibit 10(dd) to the company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1998, and
incorporated herein by reference).
10(z) Form of Change in Control Agreement entered into between Luby's,
Inc. and Barry J.C. Parker, President and Chief Executive
Officer, as of January 8, 1999.
10(aa) Form of Change in Control Agreement entered into between Luby's,
Inc. and each of its Senior Vice Presidents as of January 8,
1999.
11 Statement re computation of per share earnings.
99(a) Corporate Governance Guidelines of Luby's Cafeterias, Inc. as
amended January 7, 1999.