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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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[ ] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to Rule 14a-12
LUBY'S, INC.
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(Name of Registrant as Specified In Its Charter)
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Luby's, Inc.
2211 Northeast Loop 410
San Antonio, Texas 78217-4673
210/654-9000
[LUBY'S LOGO]
Mailing Address:
P.O. Box 33069
San Antonio, Texas 78265-3069
January 4, 2001
Dear Fellow Shareholders:
Your vote is very important! Three insurgents are trying to place themselves on
your Board even though they have no industry experience and little investment in
Luby's. We do not believe that it is in the best interest of the Company or its
shareholders to vote in favor of the insurgents' nominees or the proposals they
support.
We ask you to support your Board and management by marking and returning the
enclosed WHITE proxy card today to vote for the Company's nominees and against
the proposals supported by the insurgents.
If you have already completed a WHITE proxy card and returned it supporting
management, we thank you for your support and your confidence in us. If you have
already voted for the insurgents' nominees, you may change your mind and support
your Board's nominees by signing and mailing the enclosed WHITE proxy card. Only
your latest dated proxy card will count in the final tally.
YOUR BOARD IS ACTIVELY IMPLEMENTING INITIATIVES
DESIGNED TO RETURN THE COMPANY TO SUCCESS
The Board recognizes that the past few years have not been easy for the
Company's shareholders. The Company's core problem has been declining same-store
sales, the same problem that other cafeteria chains are facing. Our segment of
the restaurant industry is squeezed between the quick-service restaurants on one
side and the casual-dining restaurants on the other. Our challenge is to build
new customers from these two segments while not alienating our regular
customers.
Although our intentions were good, in retrospect, the hiring of Barry Parker and
the strategy put in place during his tenure did not reverse the trend of
declining same-store sales. This, together with the more competitive restaurant
environment, has hurt the value of the investment of our shareholders. After an
appropriate time, the Board took the initiative to determine why sales and unit
performance were not responding to the strategy then under way. Following a
survey of field management, the Board concluded that a change in direction was
necessary. In September, the Board accepted Barry Parker's resignation as CEO
and began implementation of a series of initiatives to rebuild the Company and
improve shareholder value. These initiatives, many of which I have discussed in
previous correspondence, are all directed at improving unit performance by
eliminating conditions negatively impacting morale and building sales through
better execution and more effective marketing.
THE BOARD'S INITIATIVES ARE WORKING
Our search for a new CEO is actively under way; however, we are not standing
still. We are making the tough decisions necessary to turn around the Company's
performance. The Board and management have continued their focus on the task at
hand - arresting the Company's declining same-store sales and
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improving morale. While we cannot fully assess the impact of the initiatives
yet, I can report that morale has significantly improved and sales trends have
improved.
We believe that it is a testament to the direction currently being taken that
Harris and Chris Pappas, two individuals with extensive, successful restaurant
experience, have acquired 6% of Luby's stock and are talking with management
about the possibility of their taking an active role in the Company's management
and operations and also taking an additional equity interest in the Company
directly from the Company or otherwise investing in the Company.
THE BOARD'S NOMINEES ARE THE BEST QUALIFIED FOR THE JOB
We believe you should vote for management's nominees because they are the best
qualified for the job at hand. Our nominees are well respected, capable
executives who know Luby's well and have experience dealing with difficult
situations. In contrast, the committee's nominees have absolutely no public
company board experience and no experience in the restaurant industry or with
Luby's. Now is not the time to introduce inexperienced directors.
We do not believe you should support the insurgent nominees and neither does
Institutional Shareholder Services (ISS), a leading independent provider of
proxy research. After evaluating both the Board's nominees and those of the
dissidents and after reviewing the action of Luby's Board in recent months, ISS
has recommended that its subscribing institutions vote to elect all three of the
Board's nominees. ISS said that it does not believe that the dissident slate of
directors warrants shareholder support.
The annual meeting is Friday, January 12. Please vote your WHITE proxy today!
I hope that you will help us to return health to a fine company with significant
potential by joining the Board in supporting its nominees and defeating the
proposals the insurgents support. Your continued interest and participation in
the affairs of the Company are most appreciated.
On behalf of the Board of Directors,
/s/ DAVID B. DAVISS
David B. Daviss
Chairman of the Board and
Acting Chief Executive Officer
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IMPORTANT
o Please sign, date, and return the enclosed WHITE proxy card today. Please
vote for the Board's nominees to the Board, for the appointment of the
auditors, and against the other proposals.
o DO NOT sign any proxy card that you may receive from the Committee of
Concerned Luby's Shareholders, even as a protest vote. If you return their
proxy card, even as a vote against their nominees, it may revoke your
previous vote for our nominees. Only the latest dated proxy card counts.
If you have any questions or need assistance in voting your shares, please
contact our proxy solicitor, MacKenzie Partners, Inc. toll free at (800)
322-2885.
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