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, 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)
_______________________________________________________________________________
(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 May 31, 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 Nine Months Ended
May 31, May 31,
1999 1998 1999 1998
____ ____ ____ ____
(Amounts in thousands except per share data)
Sales $127,084 $131,230 $376,563 $379,106
Costs and expenses:
Cost of food 29,720 33,151 91,742 95,897
Payroll and related costs 38,929 38,765 115,382 115,477
Occupancy and other
operating expenses 39,110 39,059 116,982 114,933
General and administrative expenses 5,351 6,658 17,105 17,164
________ ________ ________ ________
113,110 117,633 341,211 343,471
________ ________ ________ ________
Income from operations 13,974 13,597 35,352 35,635
Interest expense (1,165) (1,288) (3,611) (3,813)
Other income, net 338 342 1,238 1,245
________ ________ ________ ________
Income before income taxes 13,147 12,651 32,979 33,067
Provision for income taxes 4,371 4,504 11,312 11,772
________ ________ ________ ________
Net income $ 8,776 $ 8,147 $ 21,667 $ 21,295
________ ________ ________ ________
Net income per share - basic and
assuming dilution $.39 $.35 $.96 $.92
Cash dividends per share $.20 $.20 $.60 $.60
Average number of shares outstanding 22,420 23,271 22,680 23,270
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
LUBY'S, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
May 31, August 31,
1999 1998
______ _________
(Thousands of dollars)
ASSETS
Current assets:
Cash and cash equivalents $ 696 $ 3,760
Trade accounts and other receivables 774 704
Food and supply inventories 3,993 5,072
Prepaid expenses 4,322 4,375
Deferred income taxes 958 1,201
________ ________
Total current assets 10,743 15,112
Property held for sale 12,647 17,340
Investments and other assets - at cost 9,248 7,992
Property, plant, and equipment - at cost, net 303,166 298,597
________ ________
$335,804 $339,041
________ ________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 13,697 $ 12,482
Dividends payable 4,484 4,654
Accrued expenses and other liabilities 25,508 28,231
Income taxes payable 2,829 2,069
________ ________
Total current liabilities 46,518 47,436
Long-term debt 74,000 73,000
Deferred income taxes and other credits 14,569 13,191
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 27,049 27,012
Retained earnings 270,703 262,540
Less cost of treasury stock (105,804) (92,907)
________ ________
Total shareholders' equity 200,717 205,414
________ ________
$335,804 $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)
Nine Months Ended
May 31,
1999 1998
____ ____
(Thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 21,667 $ 21,295
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 14,886 15,802
Increase (decrease) in accrued expenses
and other liabilities (2,686) 143
Other, net 5,311 (5,561)
________ ________
Net cash provided by operating activities 39,178 31,679
________ ________
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property held for sale 5,020 3,568
Purchases of land held for future use (4,563) (948)
Purchases of property, plant, and equipment (16,636) (17,498)
________ ________
Net cash used in investing activities (16,179) (14,878)
________ ________
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under
stock option plan --- 42
Proceeds from long-term debt 602,500 658,000
Reductions of long-term debt (601,500) (665,000)
Purchases of treasury stock (13,389) ---
Dividends paid (13,674) (13,961)
________ ________
Net cash used in financing activities $(26,063) $(20,919)
________ ________
Net decrease in cash and cash equivalents (3,064) (4,118)
Cash and cash equivalents at beginning of period 3,760 6,430
________ ________
Cash and cash equivalents at end of period $ 696 $ 2,312
________ ________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
LUBY'S, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Nine Months Ended May 31, 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 --- --- --- 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
______ ________ _______ ________ ________
Balance at August 31, 1998 $8,769 $(92,907) $27,012 $262,540 $205,414
Net income for the period --- --- --- 21,667 21,667
Common stock issued under
employee benefit plans, net
of shares tendered in partial
payment and including
tax benefits --- 21 37 --- 58
Cash dividends --- --- --- (13,504) (13,504)
Purchases of treasury stock --- (12,918) --- --- (12,918)
______ ________ _______ ________ ________
Balance at May 31, 1999 $8,769 $(105,804) $27,049 $270,703 $200,717
______ ________ _______ ________ ________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
LUBY'S, INC.
NOTES TO FINANCIAL STATEMENTS
May 31, 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 decreased by $3,064,000 from the end of the preceding
fiscal year to May 31, 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 nine months ended May 31, 1999, were $21,199,000.
As of May 31, 1999, the company owned six undeveloped land sites, four land
sites on which restaurants are under construction, and several properties held
for sale.
During the nine months ended May 31, 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 May 31, 1999, the
amount outstanding under this line of credit was $74,000,000. 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, 1999 compared to the quarter ended May 31, 1998
_____________________________________________________________________
Sales decreased $4,146,000, or 3.2%, primarily due to the closing of ten
restaurants since May 31, 1998. In addition, sales volumes at restaurants
opened over one year declined 1.4% during the quarter. This decline was
partially offset by the addition of one new restaurant in fiscal 1999.
Cost of food decreased $3,431,000, or 10.3%, primarily due to the savings
associated with the consolidation of our purchasing under a prime vendor
program and the decline in sales. As a percentage of sales, food costs were
lower versus the prior year due to various additional 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 certain menu price
increases. Although sales declined, payroll and related costs increased
slightly due to higher hourly wage rates related to tight labor markets for
entry-level employees. Occupancy and other operating expenses remain fairly
flat as the 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 were offset by fewer restaurants and lower
depreciation expense associated with store closings and asset impairments.
General and administrative expenses decreased $1,307,000, or 19.6%, as the
recording of a lump sum severance agreement and professional fees associated
with the company's strategic plan were recorded in the prior year.
Interest expense decreased $123,000, or 9.5%, 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 declined $133,000, or 3.0%, as the effective tax
rate decreased from 35.6% to 33.2% due to lower estimated state taxes as well
as higher than expected tax credits.
Nine months ended May 31, 1999 compared to the nine months ended May 31, 1998
_____________________________________________________________________________
Sales decreased $2,543,000, or 0.7%, primarily due to the closing of five
restaurants in fiscal 1998 and eight restaurants in fiscal 1999. This decline
was partially offset by the addition of one new restaurant in fiscal 1999 and
five in fiscal 1998. In addition, sales volumes at restaurants opened over one
year increased approximately 1.0%.
Cost of food decreased $4,155,000, or 4.3%, primarily due to the savings
associated with our conversion to a prime vendor program and the decline in
sales. As a percentage of sales, food costs were lower versus the prior year
due to various additional 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 certain menu price increases. Although sales
declined, payroll and related costs remained fairly flat due to higher hourly
wage rates related to tight labor markets for entry-level employees. Occupancy
and other operating expenses increased $2,049,000, or 1.8%, 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 fewer restaurants and
lower depreciation expense associated with store closings and asset
impairments. General and administrative expenses declined $59,000 or 0.3%.
The recording of a lump sum severance agreement and professional fees
associated with the company's strategic plan which were recorded in the prior
year were offset by 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 in the current year.
Interest expense decreased $202,000, or 5.3%, 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 $460,000, or 3.9%. The effective tax
rate decreased from 35.6% to 34.3% due to lower estimated state taxes and
higher than expected tax credits.
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. The decision was made for a variety of business reasons
and the new systems are designed to provide the infrastructure to support
corporate and restaurant-based systems. The newly implemented systems are Year
2000 compliant. 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 has established a committee which initiated
communications with various third parties with which it has significant
relationships to determine their readiness with respect to the Year 2000 issue.
These third parties include food and paper distributors, banks, and other
entities. Based on responses received from these third parties, it appears
that the Year 2000 issues are being addressed. The company has not been
informed of significant Year 2000 issues by third parties with which it has
material relationships. The company intends to continue communications and
monitor Year 2000 concerns that might develop.
The company has obtained assurances that our primary food and paper
distributors will have ample stock on hand should any secondary distributors
experience unanticipated Year 2000 issues. Based on our findings and
discussions with all significant vendors, the company believes the likelihood
is remote that its vendors have not fully addressed the Year 2000 issues.
However, despite the company's diligent preparation, some of its vendors may
fail to perform effectively or may fail to timely or completely deliver
products or services. In those circumstances, the company expects to be able
to conduct normal business operations and to be able to obtain necessary
products from alternative vendors, however, there would be some disruption
which would have an adverse effect on the company's consolidated financial
position, results of operations, and cash flows.
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
3(a) Certificate of Incorporation of Luby's, Inc., as currently in
effect (filed as Exhibit 3(b) to the company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1999,
and incorporated herein by reference).
3(b) Bylaws of Luby's, Inc. as currently in effect (filed as
Exhibit 3(c) to the company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1998, and incorporated
herein by reference).
4(a) Description of Common Stock Purchase Rights of Luby's
Cafeterias, Inc. in Form 8-A (filed April 17, 1991, effective
April 26, 1991, File No. 1-8308, and incorporated herein by
reference).
4(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement
dated April 16, 1991 (filed as Exhibit 4(b) to the company's
Quarterly Report on Form 10-Q for the quarter ended
November 30, 1991, and incorporated herein by reference).
4(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement
dated April 16, 1991 (filed as Exhibit 4(d) to the company's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1995, and incorporated herein by reference).
4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the company's
Quarterly Report on Form 10-Q for the quarter ended May 31,
1995, and incorporated herein by reference).
4(e) Credit Agreement dated February 27, 1996, among Luby's
Cafeterias, Inc., Certain Lenders, and NationsBank of Texas,
N.A. (filed as Exhibit 4(e) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 29, 1996, and
incorporated herein by reference).
4(f) First Amendment to Credit Agreement dated January 24, 1997,
among Luby's Cafeterias, Inc., Certain Lenders, and
NationsBank of Texas, N.A. (filed as Exhibit 4(f) to the
company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).
4(g) ISDA Master Agreement dated June 17, 1997, between Luby's
Cafeterias, Inc. and NationsBank, N.A., with Schedule and
Confirmation dated July 7, 1997 (filed as Exhibit 4(g) to the
company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1997, and incorporated herein by reference).
4(h) ISDA Master Agreement dated July 2, 1997, between Luby's
Cafeterias, Inc. and Texas Commerce Bank National Association,
with Schedule and Confirmation dated July 2, 1997 (filed as
Exhibit 4(h) to the company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1997, and incorporated herein
by reference).
4(i) Second Amendment to Credit Agreement dated July 3, 1997, among
Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of
Texas, N.A. (filed as Exhibit 4(i) to the company's Annual
Report on Form 10-K for the fiscal year ended August 31, 1997,
and incorporated herein by reference).
10(a) Form of Deferred Compensation Agreement entered into between
Luby's Cafeterias, Inc. and various officers (filed as
Exhibit 10(b) to the company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1981, and incorporated herein
by reference).
10(b) Form of Amendment to Deferred Compensation Agreement between
Luby's Cafeterias, Inc. and various officers and former
officers adopted January 14, 1997 (filed as Exhibit 10(b) to
the company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1997, and incorporated herein by
reference).
10(c) 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) Amendment to Luby's Cafeterias, Inc. Supplemental Executive
Retirement Plan adopted May 21, 1999.
10(r) 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(s) Amendment dated January 8, 1999, to Employment Agreement
between Luby's Cafeterias, Inc. and Barry J.C. Parker (filed
as Exhibit 10(r) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1999, and
incorporated herein by reference).
10(t) 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(u) 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(v) 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(w) 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(x) 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(y) 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(z) 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(aa) Form of Change in Control Agreement entered into between
Luby's, Inc. and Barry J.C. Parker, President and Chief
Executive Officer, as of January 8, 1999 (filed as
Exhibit 10(z) to the company's Quarterly report on Form 10-Q
for the quarter ended February 28, 1999, and incorporated
herein by reference).
10(bb) Form of Change in Control Agreement entered into between
Luby's, Inc. and each of its Senior Vice Presidents as of
January 8, 1999 (filed as Exhibit 10(aa) to the company's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1999, and incorporated herein by reference).
10(cc) Luby's, Inc. Deferred Compensation Plan effective June 1, 1999.
11 Statement re computation of per share earnings.
99(a) Corporate Governance Guidelines of Luby's Cafeterias, Inc. as
amended January 7, 1999 (filed as Exhibit 99(a) to the
company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1999, 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, 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 14, 1999
EXHIBIT INDEX
Number Document Pages
3(a) Certificate of Incorporation of Luby's, Inc., as
currently in effect (filed as Exhibit 3(b) to the
company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1999, and incorporated
herein by reference).
3(b) Bylaws of Luby's, Inc. as currently in effect (filed
as Exhibit 3(c) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1998,
and incorporated herein by reference).
4(a) Description of Common Stock Purchase Rights of Luby's
Cafeterias, Inc. in Form 8-A (filed April 17, 1991,
effective April 26, 1991, File No. 1-8308, and
incorporated herein by reference).
4(b) Amendment No. 1 dated December 19, 1991, to Rights
Agreement dated April 16, 1991 (filed as Exhibit 4(b)
to the company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1991, and incorporated
herein by reference).
4(c) Amendment No. 2 dated February 7, 1995, to Rights
Agreement dated April 16, 1991 (filed as Exhibit 4(d)
to the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1995, and incorporated
herein by reference).
4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement
dated April 16, 1991 (filed as Exhibit 4(d) to the
company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1995, and incorporated herein by reference).
4(e) Credit Agreement dated February 27, 1996, among Luby's
Cafeterias, Inc., Certain Lenders, and NationsBank
of Texas, N.A. (filed as Exhibit 4(e) to the company's
Quarterly Report on Form 10-Q for the quarter ended
February 29, 1996, and incorporated herein by reference).
4(f) First Amendment to Credit Agreement dated January 24,
1997, among Luby's Cafeterias, Inc., Certain Lenders,
and NationsBank of Texas, N.A. (filed as Exhibit 4(f)
to the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1997, and incorporated
herein by reference).
4(g) ISDA Master Agreement dated June 17, 1997, between
Luby's Cafeterias, Inc. and NationsBank, N.A., with
Schedule and Confirmation dated July 7, 1997 (filed as
Exhibit 4(g) to the company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1997, and
incorporated herein by reference).
4(h) ISDA Master Agreement dated July 2, 1997, between Luby's
Cafeterias, Inc. and Texas Commerce Bank National
Association, with Schedule and Confirmation dated July 2,
1997 (filed as Exhibit 4(h) to the company's Annual Report
on Form 10-K for the fiscal year ended August 31, 1997,
and incorporated herein by reference).
4(i) Second Amendment to Credit Agreement dated July 3, 1997,
among Luby's Cafeterias, Inc., Certain Lenders, and
NationsBank of Texas, N.A. (filed as Exhibit 4(i) to
the company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1997, and incorporated herein
by reference).
10(a) Form of Deferred Compensation Agreement entered into
between Luby's Cafeterias, Inc. and various officers
(filed as Exhibit 10(b) to the company's Annual Report
on Form 10-K for the fiscal year ended August 31, 1981,
and incorporated herein by reference).
10(b) Form of Amendment to Deferred Compensation Agreement
between Luby's Cafeterias, Inc. and various officers
and former officers adopted January 14, 1997 (filed as
Exhibit 10(b) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1997,
and incorporated herein by reference).
10(c) 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) Amendment to Luby's Cafeterias, Inc. Supplemental
Executive Retirement Plan adopted May 21, 1999.
10(r) 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(s) Amendment dated January 8, 1999, to Employment Agreement
between Luby's Cafeterias, Inc. and Barry J.C. Parker
(filed as Exhibit 10(r) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1999,
and incorporated herein by reference).
10(t) 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(u) 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(v) 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(w) 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(x) 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(y) 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(z) 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(aa) Form of Change in Control Agreement entered into
between Luby's, Inc. and Barry J.C. Parker, President
and Chief Executive Officer, as of January 8, 1999 (filed
as Exhibit 10(z) to the company's Quarterly report on
Form 10-Q for the quarter ended February 28, 1999,
and incorporated herein by reference).
10(bb) Form of Change in Control Agreement entered into
between Luby's, Inc. and each of its Senior Vice
Presidents as of January 8, 1999 (filed as
Exhibit 10(aa) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1999,
and incorporated herein by reference).
10(cc) Luby's, Inc. Deferred Compensation Plan effective
June 1, 1999.
11 Statement re computation of per share earnings.
99(a) Corporate Governance Guidelines of Luby's Cafeterias,
Inc. as amended January 7, 1999 (filed as Exhibit 99(a)
to the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1999, and incorporated
herein by reference).