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, 1995
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: 23,671,482 shares outstanding as of February 28, 1995
(exclusive of 3,731,585 treasury shares)<PAGE>
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
LUBY'S CAFETERIAS, INC.
STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
February 28, February 28,
1995 1994 1995 1994
____ ____ ____ ____
(Amounts in thousands except per share data)
<S> <C> <C> <C> <C>
Sales $100,570 $93,719 $202,016 $187,885
Costs and expenses:
Cost of food 24,709 23,554 49,981 47,513
Payroll and related costs 27,415 25,350 55,228 51,360
Occupancy and other operating expenses 30,024 27,431 59,986 54,727
General and administrative expenses 4,781 3,796 9,550 7,373
________ _______ ________ ________
86,929 80,131 174,745 160,973
________ _______ ________ ________
Income from operations 13,641 13,588 27,271 26,912
Other income, net 90 155 353 613
________ _______ ________ ________
Income before income taxes and
cumulative effect of change in
accounting for income taxes 13,731 13,743 27,624 27,525
Provision for income taxes (Note 2) 5,149 5,162 10,359 10,339
________ _______ ________ ________
Income before cumulative effect of
accounting change 8,582 8,581 17,265 17,186
Cumulative effect as of August 31, 1993 of
change in method of accounting for income
taxes (Note 2) --- --- --- 1,563
________ _______ ________ ________
Net income $ 8,582 $ 8,581 $ 17,265 $18,749
________ _______ ________ ________
Earnings per share:
Income before cumulative effect of
accounting change $.36 $.33 $.71 $.65
Cumulative effect of accounting change --- --- --- .06
________ _______ ________ ________
Net income per share $.36 $.33 $.71 $.71
________ _______ ________ ________
Cash dividends per share $.165 $.15 $.33 $.30
________ _______ ________ ________
Average number of
shares outstanding 24,132 26,137 24,456 26,485
See accompanying notes.
/TABLE
<PAGE>
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
<TABLE>
LUBY'S CAFETERIAS, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
<CAPTION>
February 28, August 31,
1995 1994
____ ____
(Thousands of dollars)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,889 $ 10,909
Trade accounts and other receivables 297 275
Inventories 3,816 3,851
Prepaid expenses 3,256 2,840
Deferred income taxes 392 259
________ ________
Total current assets 13,650 18,134
Investments and other assets - at cost 16,675 13,702
Property, plant, and equipment - at cost, net 262,910 257,832
________ ________
$293,235 $289,668
________ ________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings (Note 3) $ 49,000 $ 17,000
Accounts payable - trade 11,161 10,341
Dividends payable 3,906 4,144
Accrued expenses and other liabilities 18,221 21,927
Income taxes payable 2,488 2,950
________ ________
Total current liabilities 84,776 56,362
Deferred income taxes and other credits 19,812 19,780
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 26,945 26,945
Retained earnings 237,360 229,014
Less cost of treasury stock (84,427) (51,202)
________ ________
Total shareholders' equity 188,647 213,526
________ ________
$293,235 $289,668
________ ________
See accompanying notes.
/TABLE
<PAGE>
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
<TABLE>
LUBY'S CAFETERIAS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Six Months Ended
February 28,
1995 1994
____ ____
(Thousands of dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $17,265 $18,749
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 8,120 7,776
Cumulative effect of accounting change --- (1,563)
Decrease in accrued expenses and other liabilities (3,593) (7,796)
Other (2,754) 1,979
_______ _______
Net cash provided by operating activities 19,038 19,145
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of land held for future use 495 270
Purchases of land held for future use (4,808) (762)
Purchases of property, plant, and equipment (10,904) (10,094)
_______ _______
Net cash used in investing activities (15,217) (10,586)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under
employee benefit plans 2,892 2,505
Net proceeds from short-term borrowings 32,000 6,000
Purchases of treasury stock (35,566) (34,681)
Dividends paid (8,167) (8,042)
_______ _______
Net cash used in financing activities (8,841) (34,218)
_______ _______
Net decrease in cash and cash equivalents (5,020) (25,659)
Cash and cash equivalents at beginning of period 10,909 34,305
_______ _______
Cash and cash equivalents at end of period $ 5,889 $ 8,646
_______ _______
See accompanying notes.
/TABLE
<PAGE>
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
<TABLE>
LUBY'S CAFETERIAS, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
For the Six Months Ended February 28, 1995 and 1994
(UNAUDITED)
<CAPTION>
Total
Common Stock Paid-in Retained Shareholders'
Issued Treasury Capital Earnings Equity
______ ________ _______ ________ _________
(Thousands of dollars)
<S> <C> <C> <C> <C> <C>
Balance at August 31, 1993 $8,769 $(3,072) $27,037 $206,214 $238,948
Net income for the period --- --- --- 18,749 18,749
Common stock issued under
employee benefit plans, net
of shares tendered in partial
payment --- 3,192 (92) (595) 2,505
Cash dividends --- --- --- (7,832) (7,832)
Purchases of treasury stock --- (34,681) --- --- (34,681)
______ ________ _______ ________ ________
Balance at February 28, 1994 $8,769 $(34,561) $26,945 $216,536 $217,689
______ ________ _______ ________ ________
Balance at August 31, 1994 $8,769 $(51,202) $26,945 $229,014 $213,526
Net income for the period --- --- --- 17,265 17,265
Common stock issued under
employee benefit plans, net
of shares tendered in partial
payment --- 3,994 --- (990) 3,004
Cash dividends --- --- --- (7,929) (7,929)
Purchases of treasury stock --- (37,219) --- --- (37,219)
______ ________ _______ ________ ________
Balance at February 28, 1995 $8,769 $(84,427) $26,945 $237,360 $188,647
______ ________ _______ ________ ________
See accompanying notes.
/TABLE
<PAGE>
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
NOTES TO FINANCIAL STATEMENTS
February 28, 1995
(UNAUDITED)
Note 1: 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.
Note 2: Effective September 1, 1993, the Company adopted FASB Statement No.
109, "Accounting for Income Taxes." Under Statement 109, the
liability method is used in accounting for income taxes. Under this
method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and
liabilities ("temporary differences") and are measured using
the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. Prior to the adoption of
Statement 109, income tax expense was determined using the deferred
method. Deferred tax expense was based on items of income and
expense that were reported in different years in the financial
statements and tax returns and were measured at the tax rate in
effect in the year the difference originated.
As permitted by Statement 109, the Company has elected not to restate
the financial statements of any prior years. The effect of the
change on pretax income from continuing operations for the six month
period ended February 28, 1994 was not material; however, the
cumulative effect of the change increased net income by $1,563,000,
or $.06 per share.
Note 3: At February 28, 1995, the Company has outstanding $49,000,000 under a
$65,000,000 line of credit agreement which expires in September 1995.
The current borrowings bear interest at 6.46% and mature on March 15,
1995.
<PAGE>
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 $5,020,000 from the end of the
preceding fiscal year to February 28, 1995. All capital expenditures for
fiscal 1995 are being funded from cash flows from operations, cash
equivalents, and short-term borrowings. Capital expenditures for the six
months ended February 28, 1995, were $15,712,000. As of February 28, 1995,
the Company owned 20 undeveloped land sites and six land sites on which
cafeterias are under construction.
During the six months ended February 28, 1995, the Company purchased 1,623,900
shares of its common stock at a cost of $37,219,000, which are being held as
treasury stock. To complete this purchase and fund capital expenditures, the
Company required external financing and borrowed funds under a $65,000,000
line of credit agreement. At February 28, 1995, the amount outstanding under
this line of credit was $49,000,000.
Results of Operations
_____________________
Quarter ended February 28, 1995 compared to the quarter ended February 28,
1994.
__________________________________________________________________________
Sales increased $6,851,000, or 7.3%, due to the addition of four new
cafeterias in fiscal 1995 and eight in fiscal 1994, and due to an increase in
average sales volume at cafeterias opened over one year.
Cost of food increased $1,155,000, or 4.9%, due primarily to the increase in
sales and was offset by improved margins from the price increase on the Lu Ann
platter, which took effect on December 1, 1994. Payroll and related costs
increased $2,065,000, or 8.1%, due primarily to the increase in sales and
higher wage costs associated with increased expansion over the prior period.
Occupancy and other operating expenses increased $2,593,000, or 9.5%, due
primarily to the increase in sales, higher advertising expenditures, higher
uniform replacement costs, and higher managers' salaries, which are based on
the profitability of the cafeterias. General and administrative expenses
increased $985,000, or 25.9%, due to the higher Company contribution to the
profit sharing and retirement plan as determined by the plan's provisions.
The provision for income taxes remained stable based on the minimal change in
operating income. The effective income tax rate decreased slightly from 37.6%
to 37.5%.
Six months ended February 28, 1995 compared to the six months ended
February 28, 1994.
____________________________________________________________________
Sales increased $14,131,000, or 7.5%, due primarily to the addition of four
new cafeterias in fiscal 1995 and eight in fiscal 1994, and due to an increase
in average sales volume at cafeterias opened over one year.
Cost of food increased $2,468,000, or 5.2%, due primarily to the increase in
sales and was offset by improved margins from the Lu Ann price increase and an
overall favorable food cost environment. Payroll and related costs increased
$3,868,000, or 7.5%, due primarily to the increase in sales and higher wage
costs associated with increased expansion over the prior period. Occupancy
and other operating expenses increased $5,259,000, or 9.6%, due primarily to
the increase in sales, higher advertising expenditures, higher uniform
replacement costs, and higher managers' salaries, which are based on the
profitability of the cafeterias. General and administrative expenses
increased $2,177,000, or 29.5%, due to the higher Company contribution to the
profit sharing and retirement plan as determined by the plan's provisions.
The provision for income taxes increased $20,000, or .2%, due primarily to the
increase in operating income. The effective income tax rate decreased
slightly from 37.6% to 37.5%.
<PAGE>
Part II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The 1995 annual meeting of shareholders of Luby's Cafeterias, Inc.
was held on January 13, 1995.
(b) The directors elected at the meeting were Lauro F. Cavazos, John B.
Lahourcade, and George H. Wenglein. The other directors whose terms
continued after the meeting are John E. Curtis, Jr., Ralph Erben,
David B. Daviss, Roger R. Hemminghaus, William E. Robson, Walter J.
Salmon, and Joanne Winik.
(c) The matters voted upon at the meeting were (i) the election of three
directors to serve until the 1998 annual meeting of shareholders,
(ii) a proposed Nonemployee Director Stock Option Plan, and (iii)
the approval of the appointment of Ernst & Young as auditors for
the 1995 fiscal year.
(d) With respect to the election of directors, the results of the voting
were:
Shares Voted Shares Broker
Nominee For Abstained Nonvotes
Lauro F. Cavazos 20,012,207 538,830 -0-
John B. Lahourcade 20,487,389 63,648 -0-
George H. Wenglein 20,493,691 57,346 -0-
(e) With respect to the proposed Nonemployee Director Stock Option Plan,
the results of the voting were:
Shares voted "for" 17,563,273
Shares voted "against" 2,553,057
Shares abstaining 434,707
Broker nonvotes -0-
(f) With respect to approval of the appointment of auditors, the results
of the voting were:
Shares voted "for" 20,488,621
Shares voted "against" 29,893
Shares abstaining 32,523
Broker nonvotes -0-
<PAGE>
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).
4(a) Form of certificate representing shares of common stock of
Luby's Cafeterias, Inc. (filed as Exhibit 4(a) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1991, and incorporated herein by
reference).
4(b) 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(c) 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(d) Amendment No. 2 dated February 7, 1995, to Rights Agreement
dated April 16, 1991.
4(e) Promissory Note (Loan Agreement) dated February 15, 1995,
in favor of NationsBank of Texas, N.A., in the maximum
amount of $65,000,000.
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) 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(c) 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(d) 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(e) 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(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) 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(h) Nonemployee Director Stock Option Plan of Luby's
Cafeterias, Inc. approved by the shareholders on
January 13, 1995.
11 Statement re computation of per share earnings.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for
whicht this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LUBY'S CAFETERIAS, INC.
(Registrant)
By: Ralph Erben
__________________________
Ralph Erben
President
Chief Executive Officer
By: John E. Curtis, Jr.
__________________________
John E. Curtis, Jr.
Executive Vice President
Chief Financial Officer
Dated: April 10, 1995<PAGE>
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).
4(a) Form of certificate representing shares of common stock
of Luby's Cafeterias, Inc. (filed as Exhibit 4(a) to
the Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1991, and incorporated herein
by reference).
4(b) 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(c) 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(d) Amendment No. 2 dated February 7, 1995, to Rights
Agreement dated April 16, 1991.
4(e) Promissory Note (Loan Ageement) dated February 15,
1995, in favor of NationsBank of Texas, N.A., in
the maximum amount of $65,000,000.
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) 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(c) 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(d) 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(e) 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(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) 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(h) Nonemployee Director Stock Option Plan of Luby's
Cafeterias, Inc. approved by the shareholders on
January 13, 1995.
11 Statement re computation of per share earnings.
EXHIBIT 4(d)
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment made as of February 7, 1995, by and between LUBY'S
CAFETERIAS, INC., a Delaware corporation (the "Company"), and SOCIETY NATIONAL
BANK ("Society"),
WITNESSETH:
WHEREAS, a Rights Agreement dated as of April 16, 1991, was entered into
between Luby's Cafeterias, Inc., a Texas corporation ("Old Luby's"), and
AMERITRUST COMPANY, N.A., ("Ameritrust"), as Rights Agent, and was amended by
Amendment No. 1 to Rights Agreement dated as of December 19, 1991, which
Rights Agreement as so amended by Amendment No. 1 is referred to hereinafter
as the "Rights Agreement;" and
WHEREAS, the Company has succeeded to all of the covenants, agreements,
obligations, rights and benefits of Old Luby's under the Rights Agreement; and
WHEREAS, Society has succeeded to all of the covenants, agreements,
obligations, rights and benefits of Ameritrust, as Rights Agent, under the
Rights Agreement; and
WHEREAS, Section 27 of the Rights Agreement provides that, prior to the
Distribution Date (as therein defined), the Company and the Rights Agent, if
the Company so directs, shall supplement or amend any provision of the Rights
Agreement without the approval of any holders of certificates representing
shares of Common Stock (as therein defined);
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. The Company hereby directs that the Rights Agreement be
amended as provided in Section 2 below.
Section 2. The fifth sentence of Section 21 of the Rights Agreement is
hereby amended so as to read as follows: Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be (a) a corporation
organized and doing business under the laws of the United States or of any
state of the United States, in good standing, having an office in the State of
New York, which is authorized under such laws to exercise stock transfer or
corporate trust powers and which has at the time of its appointment as Rights
Agent a combined capital and surplus or net worth of at least $10,000,000 or
(b) an Affiliate of a corporation described in clause (a) of this sentence.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first above written.
LUBY'S CAFETERIAS, INC.
By: Ralph Erben
________________
Name: Ralph Erben
Title: President and CEO
SOCIETY NATIONAL BANK
By: Mark Asbury
_________________
Name: Mark Asbury
Title: Vice President
<PAGE>
EXHIBIT 4(e)
PROMISSORY NOTE
Dallas, Texas February 15, 1995
Borrower: LUBY'S CAFETERIAS, INC.
Maximum Amount: $65,000,000.00
Interest Rate Options (check options available):
x Agreed Rate
___
x Prime Rate (-) .50 %
___
x CD Rate + .50 %
___
x Eurodollar Rate + .375 %
___
Loan Type (Check only one option):
_____ This Note evidences Loans made by Lender to Borrower pursuant to a
line of credit in the Maximum Amount. From the date hereof to
_________________, 19____ (the "Commitment Termination Date"),
Borrower, subject to the terms and conditions of this Note and
provided that no Event of Default is then existing, may borrow,
repay and reborrow up to the Maximum Amount ("Committed Loans").
x This Note evidences Loans made by Lender to Borrower, which in the
_____ aggregate principal amount outstanding shall not exceed the
Maximum Amount. Each Loan evidenced hereby shall mature not later
than September 30, 1995. Borrower acknowledges and agrees that
(i) Lender has no obligation to make any Loans and (ii) each Loan
shall be in the sole discretion of Lender ("Uncommitted Loans").
Borrower, for the value received, promises to pay to the order of
NATIONSBANK OF TEXAS, N.A. ("Lender"), at its banking house in Dallas, Texas,
or at any other place designated to Borrower in writing by Lender, in lawful
money of the United States of America and in immediately available funds prior
to 11:00 a.m. Dallas time on the date due, the principal amount of each Loan,
on the earlier of (i) declaration by Lender pursuant to Section 1.7 hereof, or
(ii) the last day of the Interest Period of such Loan, together with interest
on the unpaid principal balance of such Loan at the applicable rates herein
set forth.
This Note is issued upon the following terms and conditions:
ARTICLE I.
THE LOANS
1.1. Definitions. Defined terms used herein shall have the meanings
given to them above and in Article III hereof.
1.2. Making the Loans. Each Fixed Rate Loan shall be in an aggregate
amount which is an integral multiple of $100,000.00. Each Loan shall be made
by notice to Lender (stating the Type Loan, the amount of the Loan, the date
of the Loan and the Interest Period for the Loan) not later than 11:30 a.m.,
Dallas time, given by Borrower to Lender (i) as to any Eurodollar Rate Loan,
at least two (2) Business Days prior to the date of such Type Loan, (ii) as to
any CD Rate Loan, at least one (1) Business Day prior to the date of such Type
Loan, and (iii) as to any Agreed Rate Loan and any Prime Rate Loan, on the day
of such Type Loan. Lender shall on the date of each Loan not later than 1:00
p.m., Dallas time, in immediately available funds, deposit the proceeds of
such Loan in the general deposit account of Borrower with Lender.
1.3. Repayment. Borrower shall repay the principal amount of each Loan
on the earlier of (i) declaration by Lender pursuant to Section 1.7 hereof, or
(ii) the last day of the Interest Period for such Loan.
1.4. Prepayments. Borrower may prepay any Prime Rate Loan, without
penalty or premium. No prepayment of any Fixed Rate Loan shall be permitted
without the prior written consent of Lender. Notwithstanding such prohibition,
if there is a prepayment of any Fixed Rate Loan, whether by consent of Lender
or because of acceleration or otherwise, Borrower shall, within fifteen (15)
days of any request by Lender, pay to Lender any loss or expense which Lender
may incur or sustain as a result of any such prepayment.
A statement as to the amount of such loss or expense, prepared in good
faith and in reasonable detail by Lender and submitted by Lender to Borrower
shall be conclusive and binding for all purposes absent manifest error in
computation. Calculation of all amounts payable to Lender under this Section
1.4 shall be made as though Lender shall have actually funded or committed to
fund the relevant Fixed Rate Loan through the purchase of an underlying
deposit in an amount equal to the amount of such Loan and having a maturity
comparable to the related Interest Period; provided, however, that Lender may
fund any Fixed Rate Loan in any manner it sees fit and the foregoing
assumption shall be utilized only for the purpose of calculation of amounts
payable under this Section 1.4.
1.5. Yield Protection and Indemnity. If at any time after the
date hereof, and from time to time, Lender determines that the adoption or
modification of any applicable law, rule or regulation regarding taxation,
Lender's required levels of reserves, deposits, insurance or capital
(including any allocation of capital requirements or conditions), or similar
requirements, or any interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation, administration or compliance of Lender with any of such
requirements, has or would have the effect of (i) increasing Lender's costs
relating to the Obligation hereunder, or (ii) reducing the yield
or rate of return of Lender on the Obligation hereunder to a level below that
which Lender could have achieved but for the adoption or modification of any
such requirements, Borrower shall, within fifteen (15) days of any request by
Lender, pay to Lender such additional amounts as (in Lender's sole judgment,
after good faith and reasonable computation) will compensate Lender for such
increase in costs or reduction in yield or rate of return of Lender. No
failure by Lender to immediately demand payment of any additional amounts
payable hereunder shall constitute a waiver of Lender's right to demand
payment of such amounts at any subsequent time. Nothing herein contained shall
be construed or so operate as to require Borrower to pay any interest, fees,
costs or charges at a rate or in an amount greater than is permitted by
Applicable Law.
1.6. Interest.
(a) Prime Rate Loans. The unpaid principal balance of each Loan
outstanding from time to time as a Prime Rate Loan shall bear interest during
each Interest Period at the Prime Rate plus the percentage, if any, set forth
in the "Interest Rate Options" section of this Note, which interest rate shall
change without notice with each change in such Prime Rate as of the date of
any such change; provided that, if at any time the Prime Rate plus the
percentage, if any, set forth in the "Interest Rate Options" section of this
Note exceeds the Highest Lawful Rate, the rate of interest which each Prime
Rate Loan bears shall be limited to the Highest Lawful Rate, but any
subsequent reductions in the Prime Rate shall not reduce the rate of interest
which each Prime Rate Loan bears below the Highest Lawful Rate until the
amount of interest accrued on each Prime Rate Loan equals the amount of
interest which would have accrued if the Prime Rate plus the percentage, if
any, set forth in the "Interest Rate Options" section of this Note had at all
times been in effect. Interest on each Prime Rate Loan for each Interest
Period shall be payable on the last day thereof.
(b) CD Rate Loans. The unpaid principal balance of each Loan outstanding
from time to time as a CD Rate Loan shall bear interest during each
Interest Period at the CD Rate for such CD Rate Loan plus the percentage, if
any, set forth in the "Interest Rate Options" section of this Note. Interest
on each CD Rate Loan for each Interest Period shall be payable on the last day
thereof.
(c) Eurodollar Rate Loans. The unpaid principal balance of each
Loan outstanding from time to time as a Eurodollar Rate Loan shall bear
interest during each Interest Period at the Eurodollar Rate for such
Eurodollar Rate Loan plus the percentage, if any, set forth in the "Interest
Rate Options" section of this Note. Interest on each Eurodollar Rate Loan for
each Interest Period shall be payable on the last day thereof.
(d) Agreed Rate Loans. The unpaid principal balance of each Loan
outstanding from time to time as an Agreed Rate Loan shall bear interest
during each Interest Period at the Agreed Rate for such Agreed Rate Loan.
Interest on each Agreed Rate Loan for each Interest Period shall be payable on
the last day thereof.
(e) Computations. Subject to the provisions of Section 2.5 of
this Note, interest on each Loan and any commitment fee shall be calculated on
the basis of actual days elapsed, but computed as if each year consisted of
360 days. The books and records of Lender shall be prima facie evidence of
all sums due Lender.
(f) Past Due Principal and Interest. All past due principal of
and, to the extent permitted by Applicable Law, all past due interest on any
Loan and any other past due amount owing on this Note, shall bear interest
from the date due until paid at the Default Rate.
1.7. Events of Default. It shall be an event of default ("Event of
Default") under this Note and each of any other documents executed in
connection herewith if any one of the following shall occur: (i) Borrower
shall fail to make any payment of principal, interest or other amounts under
this Note when due; (ii) Borrower or any guarantor of this Note shall fail to
make any payment when due on any debt for borrowed money, purchase money debt
or contingent debt which Borrower or any guarantor of this Note is obligated
to pay as borrower, guarantor or in any other capacity or any default or event
of default shall occur under any agreement evidencing or providing for the
creation of such debt or under any other document executed in connection with
this Note; (iii) any voluntary or involuntary bankruptcy proceeding or any
similar action is commenced with respect to Borrower or any guarantor of this
Note or any of its assets; (iv) Lender shall in good faith believe that the
prospect of payment of amounts due with respect to this Note has been
impaired; or (v) any representation or warranty made by Borrower or any
guarantor of this Note in connection with this Note shall be false or
incorrect in any material respect when made or deemed made.
If one or more of the foregoing Events of Default shall occur, all or any
part of the outstanding principal of this Note plus accrued unpaid interest on
this Note and any other accrued unpaid amount owing under this Note shall at
the option of Lender become due and payable immediately without notice to
Borrower, which is hereby waived by Borrower, and Lender shall have no further
obligation (if any) to make Loans under this Note, and Lender may exercise any
and all available rights and remedies under any document or instrument
executed in connection with this Note or under Applicable Law.
ARTICLE II.
MISCELLANEOUS
2.1. Waivers and Consents. Borrower and all endorsers, sureties and
guarantors of this Note hereby severally waive demand and notice of demand,
the Federal Reserve System, or such additional, substituted or amended reserve
requirement, applicable to member banks of the Federal Reserve System, in
respect of non-personal time deposits in Dollars in the City of Dallas, Texas,
having a maturity comparable to such Interest Period and in an amount of
$100,000.00 or more. The CD Reserve Percentage shall be a fixed percentage
calculated as of and effective with the first day of such Interest Period,
taking into consideration changes scheduled to occur during such Interest
Period.
"Default Rate" shall mean (i) from the date that any payment is due until
ten (10) days thereafter, an interest rate per annum equal to the lesser of
(y) two (2) percent above the interest rate otherwise applicable to such
payment or, if there is no otherwise applicable interest rate, two (2) percent
above the Prime Rate or (z) the Highest Lawful Rate and thereafter (ii) the
Highest Lawful Rate.
"Derivation CD Rate" shall mean, for the applicable Interest Period, the
rate per annum determined by Lender, in accordance with its customary general
practice from time to time, to be the rate that is or would be offered or
quoted to Lender at its request by one or more primary dealers who make
markets in certificates of deposit for the purchase at face value from Lender
of certificates of deposit issued by Lender in the amount of Five Million
Dollars ($5,000,000.00), having a term comparable to such Interest Period, as
of approximately 8:00 a.m. Dallas, Texas time (or as soon thereafter as
practicable) on the first day of such Interest Period. If no such offers or
quotes are generally available for such amount, then Lender shall be entitled
to determine the Derivation CD Rate by estimating in its reasonable judgment
the per annum rate (as described above) that would be applicable if such
quotes or offers were generally available.
"Dollars" and the sign "$" shall mean lawful money of the United States
of America.
"Eurodollar Rate" shall mean an interest rate per annum equal to a rate
determined pursuant to the following formula:
London Interbank Rate
_____________________________________
100% - Eurodollar Reserve Percentage
"Eurodollar Rate Loan" shall mean each Loan which bears interest based
on the Eurodollar Rate.
"Eurodollar Reserve Percentage" shall mean the maximum reserve
requirement (including, without limitation, any basic, supplemental, marginal
and emergency reserves) (expressed as a percentage) applicable to member banks
of the Federal Reserve System in respect of "Eurocurrency Liabilities" under
Regulation D of the Board of Governors of the Federal Reserve System, or such
additional, substituted or amended reserve requirement as may be hereafter
applicable to member banks of the Federal Reserve System.
"Fixed Rate Loan" shall mean an Agreed Rate Loan, CD Rate Loan, or
Eurodollar Rate Loan, as the context requires.
"hereof," "hereto," "hereunder" and similar terms shall refer to this
Note and not to any particular section or provision of this Note.
"Highest Lawful Rate" shall mean at the particular time in question the
maximum rate of interest per annum which, under Applicable Law, Lender is then
permitted to charge Borrower on the Obligation. If the Highest Lawful Rate
shall change after the date hereof, the Highest Lawful Rate shall be
automatically increased or decreased, as the case may be, from time to time as
of the effective time of each change in the Highest Lawful Rate without notice
to Borrower; provided, however, the Highest Lawful Rate shall decrease with
respect to the Note only if required by Applicable Law. For purposes of
determining the Highest Lawful Rate under the Applicable Law of the State of
Texas, the applicable rate ceiling shall be the indicated rate ceiling
described in and computed in accordance with the provisions of Section (a)(1)
of Art. 1.04, provided, that at any time such indicated rate ceiling shall be
less than 18% per annum or more than 24% per annum, the provisions of Section
(b)(1) and (2) of Art. 1.04 shall control for purposes of such determination,
as applicable.
"Interest Period" means, for each Loan, the period commencing on the date
of such Loan and ending on the last day of such period as selected by Borrower
pursuant to the provisions hereof. The duration of each such Interest Period
for (i) each Eurodollar Rate Loan shall be 1, 2 or 3 months, (ii) each CD Rate
Loan shall be 30, 60 or 90 days, (iii) each Prime Rate Loan shall be from the
date of such Prime Rate Loan to the next succeeding April 1, July 1,
October 1 or January 1, and (iv) each Agreed Rate Loan shall be up to 30 days
as agreed to by Borrower and Lender and confirmed in writing by Borrower,
subject to the other provisions hereof, as Borrower may select: provided
however, that:
(i) Whenever the last day of any Interest Period would otherwise occur
on a day other than a Business Day, the last day of such Interest
Period shall be extended to occur on the next succeeding Business
Day, provided, in the case of any Interest Period for a Eurodollar
Rate Loan, that if such extension would cause the last day of such
Interest Period to occur in the next following calendar month, the
last day of such Interest Period shall occur on the next preceding
Business Day; and
(ii) No Interest Period may extend beyond September 30, 1995.
"Laws" shall mean all constitutions, treaties, statutes, laws,
ordinances, regulations, orders, writs, injunctions, or decrees of the United
States, any state or commonwealth, any municipality, any foreign country, any
territory or possession or any Tribunal.
"Loan" shall mean any Prime Rate Loan, Agreed Rate Loan, CD Rate Loan or
Eurodollar Rate Loan, as the context requires.
"London Interbank Rate" shall mean, for the applicable Interest Period,
the rate of interest per annum (rounded upward, if necessary, to the next
higher 1/16 of 1%) determined by Lender, in accordance with its customary
general practice from time to time, to be the rate at which deposits in
immediately available funds in Dollars are or would be offered or quoted by
Lender to major banks in the London interbank market, as of approximately
11:00 a.m. London time, or as soon thereafter as practicable, on the second
Business Day immediately preceding the first day of such Interest Period, for
a term comparable to such Interest Period and in the amount of Five Million
Dollars ($5,000,000.00). If no such offers or quotes are generally available
for such amount, then Lender shall be entitled to determine the London
Interbank Rate by estimating in its reasonable judgement the per annum rate
(as described above) that would be applicable if such quotes or offers were
generally available.
"Obligation" shall mean (without duplication) the aggregate principal
amount of and any interest, fees, and other charges payable by Borrower in
respect of the Loans.
"Person" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a
government or any department, agency or political subdivision thereof.
"Prime Rate" shall mean the prime interest rate charged by Lender as
announced or published by Lender from time to time. It is understood that the
Prime Rate is set by Lender as a general reference rate of interest and is not
necessarily the lowest or best rate actually charged to any customer or a
favored rate.
"Prime Rate Loan" shall mean each Loan which bears interest based on the
Prime Rate.
"Taxes" shall mean all taxes, assessments, fees or other charges from
time to time or at any time imposed by any Laws or by any Tribunal.
"Tribunal" shall mean any state, commonwealth, federal foreign,
territorial, or other court or governmental department, commission, board,
bureau, district, agency or instrumentality.
"Type Loan" shall mean with respect to the Loan, a Prime Rate Loan,
Agreed Rate Loan, CD Rate Loan, or a Eurodollar Rate Loan.
NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE AND ANY OTHER
DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
BORROWER:
LUBY'S CAFETERIAS, INC.
By: Ralph Erben
___________________
Name: Ralph Erben
Title: President and CEO
By: John E. Curtis, Jr.
___________________
Name: John E. Curtis, Jr.
Title: Executive Vice President and CFO
Executed by Lender for the purpose of the Notice of Final Agreement set
forth above.
LENDER:
NATIONSBANK OF TEXAS, N.A.
By: Doug Hutt
__________________
Name: Doug Hutt
Title: Senior Vice President
EXHIBIT 10(h)
LUBY'S CAFETERIAS, INC.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Introduction and Purpose
The purpose of the Luby's Cafeterias, Inc. Nonemployee Director Stock
Option Plan (the "Plan") is to promote the interests of Luby's
Cafeterias, Inc. (the "Company") and its shareholders by strengthening
the Company's ability to attract and retain the services of experienced
and knowledgeable Nonemployee Directors. To accomplish these objectives,
the Plan authorizes awards of options (the "Options") to purchase shares
of the Company's common stock par value $.32 per share ("Common Stock")
to Nonemployee Directors, thereby encouraging such directors to acquire
an increased proprietary interest in the Company.
The Plan shall be effective immediately upon approval of the Plan by the
shareholders of the Company at the 1995 annual meeting of shareholders.
If the Plan is not approved by the shareholders at such meeting it shall
become automatically void.
2. Administration
The Plan shall be administered by the Board of Directors of the Company
(the "Board"). The decision of the Board on any questions concerning the
interpretation or administration of the Plan shall, as between the
Company and the Option holders, be final and conclusive. The Board may
consult with counsel, who may be counsel to the Company, and shall not
incur any liability for any action taken in good faith in reliance upon
the advice of counsel. Grants of Options under Section 6 hereof shall be
subject to approval by the Board and shall become effective upon the
dates specified in Section 6.
3. Types of Options
Options granted under the Plan do not meet the requirements of Section
422 of the Internal Revenue Code and are commonly referred to as
"non-qualified stock options."
4. Participants
Participants shall be the directors of the Company who are not employees
of the Company ("Nonemployee Directors").
5. Shares
Subject to the adjustment provisions of Section 8, the number of shares
of Common Stock of the Company which may be issued upon exercise of
Options granted pursuant to the Plan shall not exceed 100,000 shares.
If, however, any Option granted under the Plan shall expire, terminate,
or be cancelled without having been exercised in full, the unpurchased
shares shall continue to be available for purposes of the Plan. More
than one Option may be granted to the same participant.
6. Grant of Options
(a) Initial Grants. Each person who is a Nonemployee Director on the
effective date of the Plan who has three years remaining in his or
her term as an elected Director shall automatically be granted, as
of such date, an Option to purchase 5,000 shares of Common Stock.
Each person who is a Nonemployee Director on the effective date of
the Plan who has only two years remaining in his or her term as an
elected Director shall automatically be granted, as of such date, an
Option to purchase 3,333 shares of Common Stock. Each person who is
a Nonemployee Director on the effective date of the Plan who has
only one year remaining in his or her term as an elected Director
shall automatically be granted, as of such date, an Option to
purchase 1,666 shares of Common Stock.
(b) New Nonemployee Directors. Each person who has not previously
served as a Director of the Company and becomes a Nonemployee
Director after the effective date of the Plan, automatically shall
be granted, as of the date such person becomes a Nonemployee
Director, (i) an Option to purchase 5,000 shares of Common Stock if
elected to an initial term of three years, (ii) an Option to
purchase 3,333 shares of Common Stock if elected to an initial term
of two years or more but less than three years, or (iii) an Option
to purchase 1,666 shares of Common Stock if elected to an initial
term of less than two years.
(c) Subsequent Grants. Each Nonemployee Director who has been granted
an Option under subsection (a) or (b) above, who fulfills his or her
term, and who is reelected to the Board, automatically shall be
granted, as of the date of each such reelection, an Option to
purchase 5,000 shares of Common Stock.
7. Listing and Registration
The Company, in its discretion, may postpone the issuance and delivery of
shares, upon exercise of an Option, until completion of such stock
exchange listing, or registration, or other qualification of such shares
under any Federal or state law, rule, or regulation, as the Company may
consider appropriate. The Company may require any person exercising an
Option to make such representations and to furnish such information as
the Company may consider appropriate in connection with the issuance of
the shares in compliance with applicable law.
8. Adjustment Provisions
In the event the outstanding shares of Common Stock of the Company are
increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company or another
corporation, through reorganization, merger, consolidation, liquidation,
recapitalization, reclassification, stock split-up, combination of
shares, or dividend payable in stock of the class which is subject to the
Plan, appropriate adjustment in the number and kind of shares as to which
Options may be granted and as to which Options or portions thereof then
unexercised shall be exercisable, and in the option price thereof, shall
be made to the end that the proportionate number of shares or other
securities as to which Options may be granted and the Option holder's
proportionate interest under outstanding Options shall be maintained as
before the occurrence of such event.
9. Option Price
The option price shall be 100% of the Fair Market Value of the shares at
the time of the granting of the Option. Such Fair Market Value shall be
determined by the Board and shall be the closing price of the Common
Stock on the New York Stock Exchange on the day on which the Option is
granted or, if no sale of the Common Stock shall have been made on the
Exchange on that day, then on the next preceding day on which a sale was
made.
10. Payment for Shares
Payment for shares purchased upon exercise of an Option shall be made in
full at the time of exercise of the Option. No loan shall be made or
guaranteed by the Company for the purpose of financing the purchase of
any optioned shares. Payment of the option price shall be made in cash,
or by delivering Common Stock of the Company having a Fair Market Value
(determined as provided in Section 9) at least equal to the option price,
or a combination of Common Stock and cash. Payment in shares of Common
Stock shall be made by delivering to the Company certificates, duly
endorsed for transfer, representing shares of Common Stock having an
aggregate Fair Market Value on the date of exercise equal to that portion
of the option price which is to be paid in Common stock. Whenever
payment of the option price would require delivery of a fractional share,
the optionee shall deliver the next lower whole number of shares of
Common Stock and a cash payment shall be made by the optionee for the
balance of the option price.
11. Terms and Exercise of Options
(a) Term. An Option shall terminate upon the expiration of ten years
from the date the Option is granted or one year from the date the
optionee ceases to be a Director of the Company, whichever first
occurs (the "Expiration Date"). In no event shall an Option be
exercised after the Expiration Date.
(b) Exercise. To the extent that an Option is exercisable, it may be
exercised by the optionee or the legal representative of the optionee
or the legal representative of the optionee's estate. Except as
provided in subsection (c) below, an Option may not be exercised
prior to the expiration of five years from the date the Option is
granted. Once an Option becomes exercisable, it may thereafter be
exercised, wholly or in part, at any time prior to its Expiration
Date.
(c) Acceleration. Upon the occurrence of any of the following events
prior to the Expiration Date of an Option, the Option shall become
immediately and fully exercisable:
(i) death of the optionee;
(ii) resignation or removal of the optionee as a Director of the
Company by reason of a physical or mental impairment which
prevents the optionee from performing the duties of his or her
directorship for a period of six months or more;
(iii) resignation of the optionee as a Director of the Company after
having served at least two full terms as a Director; or
(iv) expiration of the optionee's term of office as a Director of
the Company, without being reelected to the Board, after
having served at least two full terms as a Director.
12. Transferability
No Option shall be assignable or transferable other than by will or the
laws of descent and distribution. During an optionee's lifetime, only
the optionee or his or her guardian or legal representative may exercise
an Option.
13. Provision for Taxes
It shall be a condition to the Company's obligation to issue or reissue
shares of Common Stock upon exercise of an Option that the optionee pay,
or make provision satisfactory to the Company for payment of, any federal
or state income or other taxes which the Company is obligated to withhold
or collect with respect to the issuance or reissuance of such shares.
14. Term of Plan
Subject to the provisions of Section 16, the Plan shall continue in
effect until the maximum number of shares of Common Stock issuable under
the Plan have been issued.
15. Restrictions on Exercise
Any provision of the Plan to the contrary notwithstanding, no Option
granted pursuant to the Plan shall be exercisable at any time, in whole
or in part, (i) prior to the shares of Common Stock subject to the Option
being authorized for listing on the New York Stock Exchange or (ii) if
issuance and delivery of the shares of Common Stock subject to the Option
would be in violation of any applicable laws or governmental regulations.
16. Amendment and Termination
Subject to the limitation that the provisions of the Plan shall not be
amended more than once every six months other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder, the Board may at any time amend,
suspend, or discontinue the Plan or alter or amend any or all Options
under the Plan to the extent permitted by law. However, no such action
by the Board may, without approval of the shareholders of the Company,
alter the provisions of the Plan so as to:
(a) increase the maximum number of shares of Common Stock that may be
issued upon exercise of Options granted under the Plan except
pursuant to Section 8;
(b) change the class of individuals eligible to receive Options under
the Plan; or
(c) effect any other amendment to the Plan for which approval of the
Company's shareholders is required by Rule 16b-3 under the
Securities Exchange Act of 1934.
17. Unfunded Plan
The Plan shall be unfunded. Neither the Company nor the Board shall be
required to segregate any assets in connection with Options issued
pursuant to the Plan. Any liability of the Company to any Nonemployee
Director with respect to an Option shall be based solely upon contractual
obligations created by the Plan and any Option Agreement. No such
obligation shall be deemed to be secured by any pledge or any encumbrance
on any property of the Company.
18. Governing Law
This Plan shall be governed by, construed, and enforced in accordance
with the internal laws of the State of Delaware, and, where applicable,
the laws of the United States.
Exhibit 11
COMPUTATION OF PER SHARE EARNINGS
The following is a computation of the weighted average number of shares
outstanding which is used in the computation of per share earnings for Luby's
Cafeterias, Inc. for the three and six months ended February 28, 1995 and
1994.
Three months ended February 28, 1995:
24,383,698 x shares outstanding for 14 days 341,371,772
24,270,808 x shares outstanding for 20 days 485,416,160
24,189,103 x shares outstanding for 28 days 677,294,884
23,851,100 x shares outstanding for 28 days 667,830,800
______________
2,171,913,616
Divided by number of days during the period 90
_____________
24,132,374
Six months ended February 28, 1995:
25,074,982 x shares outstanding for 18 days 451,349,676
24,941,910 x shares outstanding for 12 days 299,302,920
24,934,917 x shares outstanding for 16 days 398,958,672
24,713,278 x shares outstanding for 15 days 370,699,170
24,520,641 x shares outstanding for 17 days 416,850,897
24,416,386 x shares outstanding for 13 days 317,413,018
24,383,698 x shares outstanding for 14 days 341,371,772
24,270,808 x shares outstanding for 20 days 485,416,160
24,189,103 x shares outstanding for 28 days 677,294,884
23,851,100 x shares outstanding for 28 days 667,830,800
______________
4,426,487,969
Divided by number of days during the period 181
______________
24,455,735
Three months ended February 28, 1994:
26,388,690 x shares outstanding for 2 days 52,777,380
26,389,190 x shares outstanding for 10 days 263,891,900
26,314,582 x shares outstanding for 19 days 499,977,058
26,077,694 x shares outstanding for 16 days 417,243,104
26,066,151 x shares outstanding for 15 days 390,992,265
26,054,664 x shares outstanding for 14 days 364,765,296
25,907,814 x shares outstanding for 14 days 362,709,396
______________
2,352,356,399
Divided by number of days during the period 90
______________
26,137,293
Six months ended February 28, 1994:
27,227,108 x shares outstanding for 1 day 27,227,108
27,214,570 x shares outstanding for 15 days 408,218,550
27,145,448 x shares outstanding for 14 days 380,036,272
27,022,276 x shares outstanding for 12 days 324,267,312
26,820,618 x shares outstanding for 19 days 509,591,742
26,420,208 x shares outstanding for 11 days 290,622,288
26,388,690 x shares outstanding for 21 days 554,162,490
26,389,190 x shares outstanding for 10 days 263,891,900
26,314,582 x shares outstanding for 19 days 499,977,058
26,077,694 x shares outstanding for 16 days 417,243,104
26,066,151 x shares outstanding for 15 days 390,992,265
26,054,664 x shares outstanding for 14 days 364,765,296
25,907,814 x shares outstanding for 14 days 362,709,396
______________
4,793,704,781
Divided by number of days during the period 181
______________
26,484,557
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-END> FEB-28-1995
<CASH> 5,889
<SECURITIES> 0
<RECEIVABLES> 297
<ALLOWANCES> 0
<INVENTORY> 3,816
<CURRENT-ASSETS> 13,650
<PP&E> 386,790
<DEPRECIATION> 123,880
<TOTAL-ASSETS> 293,235
<CURRENT-LIABILITIES> 84,776
<BONDS> 0
<COMMON> 8,769
0
0
<OTHER-SE> 179,878<F1>
<TOTAL-LIABILITY-AND-EQUITY> 293,235
<SALES> 100,570
<TOTAL-REVENUES> 100,570
<CGS> 52,124
<TOTAL-COSTS> 52,124
<OTHER-EXPENSES> 30,024
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 369
<INCOME-PRETAX> 13,731
<INCOME-TAX> 5,149
<INCOME-CONTINUING> 8,582
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,582
<EPS-PRIMARY> 0.36
<EPS-DILUTED> 0.36
<FN>
<F1>Other stockholders' equity amount is less cost of treasury stock of $84,427.
</FN>
</TABLE>
