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, 1997
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: 23,410,574 shares outstanding as of February 28, 1997
(exclusive of 3,992,493 treasury shares)<PAGE>
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
LUBY'S CAFETERIAS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
February 28, February 29, February 28, February 29,
1997 1996 1997 1996
___________ ___________ ____________ ___________
(Amounts in thousands except per share data)
<S> <C> <C> <C> <C>
Sales $118,830 $108,835 $241,117 $217,172
Costs and expenses:
Cost of food 28,654 26,207 59,043 53,213
Payroll and related costs 35,268 29,994 71,279 60,298
Occupancy and other operating
expenses 36,324 32,171 73,230 64,343
General and administrative
expenses 5,617 5,291 11,180 10,264
________ ________ ________ ________
105,863 93,663 214,732 188,118
________ ________ ________ ________
Income from operations 12,967 15,172 26,385 29,054
Interest expense (955) (671) (1,608) (1,199)
Other income, net 453 373 754 723
________ ________ ________ ________
Income before income taxes 12,465 14,874 25,531 28,578
Provision for income taxes 4,061 5,552 8,961 10,691
________ ________ ________ ________
Net income $ 8,404 $ 9,322 $ 16,570 $ 17,887
________ ________ ________ ________
Net income per share $.36 $.40 $.71 $.77
________ ________ ________ ________
Cash dividends per share $.20 $.18 $.40 $.36
________ ________ ________ ________
Average number of shares
outstanding 23,380 23,432 23,498 23,377
See accompanying notes.
/TABLE
<PAGE>
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
February 28, August 31,
1997 1996
___________ __________
(Thousands of dollars)
ASSETS
Current assets:
Cash and cash equivalents $ 6,332 $ 2,687
Trade accounts and other receivables 631 541
Food and supply inventories 4,561 4,517
Prepaid expenses 4,092 3,195
Deferred income taxes 502 418
________ ________
Total current assets 16,118 11,358
Investments and other assets - at cost 23,449 12,343
Property, plant, and equipment - at cost, net 331,754 311,589
________ ________
$371,321 $335,290
________ ________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 10,389 $ 14,568
Dividends payable 4,682 4,796
Accrued expenses and other liabilities 18,306 24,336
Income taxes payable 1,489 2,754
________ ________
Total current liabilities 34,866 46,454
Long-term debt 95,000 41,000
Deferred income taxes and other credits 22,510 22,163
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 26,945 26,945
Retained earnings 273,553 267,374
Less cost of treasury stock (90,322) (77,415)
________ ________
Total shareholders' equity 218,945 225,673
________ ________
$371,321 $335,290
________ ________
See accompanying notes.<PAGE>
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S CAFETERIAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
February 28, February 29,
1997 1996
___________ ____________
(Thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $16,570 $17,887
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 9,793 8,674
Decrease in accrued expenses and
other liabilities (5,915) (6,610)
Other (4,695) (2,732)
_______ _______
Net cash provided by operating activities 15,753 17,219
_______ _______
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property, plant,
and equipment 1,052 ---
Purchases of land held for future use (11,608) (3,999)
Purchases of property, plant, and equipment (30,617) (16,605)
_______ _______
Net cash used in investing activities (41,173) (20,604)
_______ _______
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under
stock option plan 2,775 4,891
Net payments of short-term borrowings --- (57,000)
Proceeds from long-term debt 486,000 53,000
Reductions of long-term debt (432,000) ---
Purchases of treasury stock (18,260) ---
Dividends paid (9,450) (8,396)
_______ _______
Net cash provided by (used in)
financing activities 29,065 (7,505)
_______ _______
Net increase (decrease) in cash and
cash equivalents 3,645 (10,890)
Cash and cash equivalents at beginning of period 2,687 12,392
_______ _______
Cash and cash equivalents at end of period $ 6,332 $ 1,502
_______ _______
See accompanying notes.<PAGE>
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
<TABLE>
LUBY'S CAFETERIAS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Six Months Ended February 28, 1997 and February 29, 1996
(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, 1995 $8,769 $(91,983) $26,945 $248,973 $192,704
Net income for the period --- --- --- 17,887 17,887
Common stock issued under employee
benefit plans, net of shares
tendered in partial payment
and including tax benefits --- 6,740 --- (1,339) 5,401
Cash dividends --- --- --- (8,450) (8,450)
______ ________ _______ ________ ________
Balance at February 29, 1996 $8,769 $(85,243) $26,945 $257,071 $207,542
______ ________ _______ ________ ________
Balance at August 31, 1996 $8,769 $(77,415) $26,945 $267,374 $225,673
Net income for the period --- --- --- 16,570 16,570
Common stock issued under
employee benefit plans, net
of shares tendered in partial
payment and including tax
benefits --- 4,195 --- (1,055) 3,140
Cash dividends --- --- --- (9,336) (9,336)
Purchases of treasury stock --- (17,102) --- --- (17,102)
______ ________ _______ ________ ________
Balance at February 28, 1997 $8,769 $(90,322) $26,945 $273,553 $218,945
______ ________ _______ ________ ________
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, 1997
(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 February 1, 1997, Luby's Cafeterias, Inc. was restructured
into a holding company. These consolidated financial statements
include the accounts of the Company and its wholly-owned and
majority-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.
<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 increased by $3,645,000 from the end of the
preceding fiscal year to February 28, 1997. All capital expenditures for
fiscal 1997 are being funded from cash flows from operations, cash
equivalents, and long-term debt. Capital expenditures for the six months
ended February 28, 1997, were $42,225,000, including approximately $14 million
for the purchase of 20 cafeteria locations from Triangle FoodService
Corporation, formerly Wyatt Cafeterias, Inc. As of February 28, 1997, the
Company owned 17 undeveloped land sites and three land sites on which
cafeterias are under construction.
During the six months ended February 28, 1997, the Company purchased 747,800
shares of its common stock at a cost of $17,102,000, which are being held as
treasury stock. To complete the treasury stock purchases and fund capital
expenditures, the Company required external financing and borrowed funds under
a $100,000,000 line-of-credit agreement. As of February 28, 1997, the amount
outstanding under this line of credit was $95,000,000. The Company believes
that additional financing from external sources can be obtained on terms
acceptable to the Company in the event such financing is required.
Results of Operations
_____________________
Quarter ended February 28, 1997 compared to the quarter ended February 29,
1996.
___________________________________________________________________________
Sales increased $9,995,000, or 9.2%, due to the addition of 21 new cafeterias
in fiscal 1997 and 18 in fiscal 1996.
Cost of food increased $2,447,000, or 9.3%, due primarily to the increase in
sales. Payroll and related costs increased $5,274,000, or 17.6%, due
primarily to the increase in sales, the higher Federal minimum wage effective
October 1, 1996, and higher wage costs associated with the significant
increase in expansion over the prior year. Labor costs are typically higher
in new units due to the significant amount of training and turnover during the
first year of operation. Occupancy and other operating expenses increased
$4,153,000, or 12.9%, due primarily to the increase in sales, higher utility
costs, and the opening of four new cafeterias and one relocation. General and
administrative expenses increased $326,000, or 6.2%, due primarily to higher
legal and professional fees and higher moving expenses associated with the
increased expansion.
Interest expense increased $284,000 due to higher borrowings under the line-
of-credit agreement.
The provision for income taxes decreased $1,491,000, or 26.9%, due primarily
to state tax savings as a result of the restructuring. The effective income
tax rate decreased from 37.3% to 32.6%.
Six months ended February 28, 1997 compared to the six months ended
February 29, 1996.
_____________________________________________________________________
Sales increased $23,945,000, or 11.0%, due primarily to the addition of 21 new
cafeterias in fiscal 1997 and 18 in fiscal 1996.
Cost of food increased $5,830,000, or 11.0%, due primarily to the increase in
sales. Payroll and related costs increased $10,981,000, or 18.2%, due
primarily to the increase in sales, the higher Federal minimum wage effective
October 1, 1996, and higher wage costs associated with the significant
increase in expansion over the prior year. Labor costs are typically higher
in new units due to the significant amount of training and turnover during the
first year of operation. Occupancy and other operating expenses increased
$8,887,000, or 13.8%, due primarily to the increase in sales and the opening
of 21 new cafeterias, plus two relocations. All preopening and other start-up
costs are expensed as incurred, including costs for the initial shipments of
china, silverware, and glassware. The total impact of opening the 21 new
locations caused net income for the six months ended February 28, 1997, to be
lower by approximately $.10 per share. General and administrative expenses
increased $916,000, or 8.9%, due primarily to higher legal and professional
fees, higher manager trainee salaries, and higher moving expenses associated
with the increased expansion.
Interest expense increased $409,000 due to higher borrowings under the line-
of-credit agreement.
The provision for income taxes decreased $1,730,000, or 16.2%, due primarily
to state tax savings as a result of the restructuring. The effective income
tax rate decreased from 37.4% to 35.1%.
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 seasonality of
the Company's business, taxes, inflation, and governmental regulations.
<PAGE>
Part II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The 1997 annual meeting of shareholders of Luby's Cafeterias, Inc. was
held on January 14, 1997.
(b) The directors elected at the meeting were John E. Curtis, Jr., Ralph
Erben, Walter J. Salmon, and Joanne Winik. The other directors whose
terms continued after the meeting are Lauro F. Cavazos, David B. Daviss,
Roger R. Hemminghaus, John B. Lahourcade, William E. Robson, and
George H. Wenglein.
(c) The matters voted upon at the meeting were (i) the election of four
directors to serve until the 2000 annual meeting of shareholders, (ii)
authorizing restructuring of the Company into a holding company, and
(iii) the approval of the appointment of Ernst & Young LLP as auditors
for the 1997 fiscal year.
(d) With respect to the election of directors, the results of the voting
were:
Shares Voted Shares Broker
Nominee For Abstained Nonvotes
__________________ _____________ _________ _________
John E. Curtis, Jr. 19,773,939 715,692 -0-
Ralph Erben 19,686,081 803,549 -0-
Walter J. Salmon 19,691,461 798,170 -0-
Joanne Winik 19,749,860 739,769 -0-
(e) With respect to authorizing restructuring of the Company into a holding
company, the results of the voting were:
Shares voted "for" 17,708,032
Shares voted "against" 244,051
Shares abstaining 173,531
Broker nonvotes 2,364,023
(f) With respect to approval of the appointment of auditors, the results of
the voting were:
Shares voted "for" 20,402,202
Shares voted "against" 28,848
Shares abstaining 58,579
Broker nonvotes 11
<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).
3(a) Certificate of Incorporation of Luby's Cafeterias, Inc., a Delaware
corporation, as in effect February 28, 1994 (filed as Exhibit 3(a) to
the Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1994, and incorporated herein by reference).
3(b) Bylaws of Luby's Cafeterias, Inc., as currently in effect (filed as
Exhibit 3(c) to the Company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1996, 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.
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.
10(c) Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias,
Inc. adopted October 19, 1983 (filed as Exhibit 10(d) to the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 1983,
and incorporated herein by reference).
10(d) Amendment to Annual Incentive Plan for Area Vice Presidents of Luby's
Cafeterias, Inc. adopted January 14, 1997.
10(e) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19,
1983 (filed as Exhibit 10(e) to the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1983, and incorporated
herein by reference).
10(f) Amendment to Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997.
10(g) 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(h) Amendment to Performance Unit Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997.
10(i) 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(j) 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(k) Amendment to Management Incentive Stock Plan of Luby's Cafeterias, Inc.
adopted January 14, 1997.
10(l) 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(m) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997.
10(n) 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(o) Amendment to Nonemployee Director Stock Option Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997.
10(p) 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(q) 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(r) Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement
Plan adopted January 14, 1997.
10(s) Luby's Cafeterias, Inc. Welfare Benefit Plan Trust dated July 18, 1996
(filed as Exhibit 10(k) to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1996, and incorporated herein by
reference).
10(t) Retirement Agreement dated March 17, 1997, between Luby's Cafeterias,
Inc. and Ralph Erben.
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 which this
report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LUBY'S CAFETERIAS, INC.
(Registrant)
By: JOHN B. LAHOURCADE
______________________________
John B. Lahourcade
Chairman of the Board and
Acting Chief Executive Officer
By: LAURA M. BISHOP
_____________________________
Laura M. Bishop
Senior Vice President and
Chief Financial Officer
Dated: April 11, 1997
<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).
3(a) Certificate of Incorporation of Luby's Cafeterias, Inc., a
Delaware corporation, as in effect February 28, 1994 (filed
as Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1994, and incorporated herein
by reference).
3(b) Bylaws of Luby's Cafeterias, Inc., as currently in effect (filed
as Exhibit 3(c) to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1996, 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.
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.
10(c) Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias,
Inc. adopted October 19, 1983 (filed as Exhibit 10(d) to the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 1983,
and incorporated herein by reference).
10(d) Amendment to Annual Incentive Plan for Area Vice Presidents of Luby's
Cafeterias, Inc. adopted January 14, 1997.
10(e) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19,
1983 (filed as Exhibit 10(e) to the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 1983, and incorporated
herein by reference).
10(f) Amendment to Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997.
10(g) 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(h) Amendment to Performance Unit Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997.
10(i) 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(j) 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(k) Amendment to Management Incentive Stock Plan of Luby's Cafeterias,
Inc. adopted January 14, 1997.
10(l) 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(m) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997.
10(n) 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(o) Amendment to Nonemployee Director Stock Option Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997.
10(p) 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(q) 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(r) Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement
Plan adopted January 14, 1997.
10(s) Luby's Cafeterias, Inc. Welfare Benefit Plan Trust dated July 18, 1996
(filed as Exhibit 10(k) to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1996, and incorporated herein by
reference).
10(t) Retirement Agreement dated March 17, 1997, between Luby's Cafeterias,
Inc. and Ralph Erben.
11 Statement re computation of per share earnings.
Exhibit 4(f)
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated
as of January 24, 1997, is entered into among LUBY'S CAFETERIAS, INC., a
Delaware corporation (the "Borrower"), the banks listed on the signature pages
hereof (the "Lenders"), and NATIONSBANK OF TEXAS, N.A., as Administrative
Lender for the Lenders (in said capacity, the "Administrative Lender").
BACKGROUND
A. The Borrower, the Lenders, and the Administrative Lender
heretofore entered into that certain Credit Agreement, dated as of
February 27, 1996, (the "Credit Agreement"; the terms defined in the Credit
Agreement and not otherwise defined herein shall be used herein as defined in
the Credit Agreement).
B. The Borrower, the Lenders, and the Administrative Lender desire to
amend the Credit Agreement.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are all hereby acknowledged,
the Borrower, the Lenders, and the Administrative Lender covenant and agree as
follows:
1. AMENDMENTS.
(a) The definition of "Restricted Subsidiary" set forth in
Section 1.1 of the Credit Agreement is hereby amended to read as
follows:
"Restricted Subsidiary means (a) each direct and indirect
Subsidiary of the Borrower which is not an Unrestricted Subsidiary
and (b) each direct and indirect Subsidiary which is designated as
a "Restricted Subsidiary" on Schedule 3 hereto, whether or not
such Subsidiary meets the qualifications of an Unrestricted
Subsidiary."
(b) Section 5.3(a) of the Credit Agreement is hereby amended to
read as follows:
"(a) The Borrower covenants and agrees that it will not,
and will cause each of its Restricted Subsidiaries to not,
directly or indirectly (i) sell, transfer or otherwise dispose of
any of its assets (whether now owned or hereafter acquired) or
(ii) enter into any arrangement with any Person, whereby the
Borrower or any such Restricted Subsidiary shall sell or transfer
any property, whether now owned or hereafter acquired, used or
useful in its business, and thereafter rent or lease the property
so sold or transferred ("Sale-Leaseback"), except (i) sales of
inventory or equipment in the ordinary course of business,
(ii) dispositions of obsolete inventory or equipment, waste or by-
product material in the ordinary course of business,
(iii) dispositions of Cash Equivalents or cash in the ordinary
course of business, (iv) dispositions of property to the Borrower
or to a Restricted Subsidiary, and (v) other dispositions of
property and Sale-Leasebacks (A) for not less than the fair market
value of such property and (B) provided the aggregate Net Proceeds
of all such dispositions and Sale-Leasebacks during any fiscal
year shall not exceed 5% of the consolidated total assets of the
Borrower and its Subsidiaries as of the end of the immediately
preceding fiscal year."
(c) Schedule 3 to the Credit Agreement is hereby amended to be
in the form of Schedule 3 to this First Amendment.
2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants that, as
of the date hereof and after giving effect to the amendments contemplated by
the foregoing Section 1:
(a) the representations and warranties contained in the Credit
Agreement are true and correct on and as of the date hereof as made on
and as of such date;
(b) no event has occurred and is continuing which constitutes a
Default or an Event of Default;
(c) the Borrower has full power and authority to execute and
deliver this First Amendment, and this First Amendment and the Credit
Agreement, as amended hereby, constitute the legal, valid and binding
obligations of the Borrower, enforceable in accordance with their
respective terms, except as enforceability may be limited by applicable
debtor relief laws and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law) and
except as rights to indemnity may be limited by federal or state
securities laws;
(d) neither the execution, delivery and performance of this
First Amendment or the Credit Agreement, as amended by this First
Amendment, nor the consummation of any transactions herein or therein,
will contravene or conflict with any law to which the Borrower or any of
its Subsidiaries is subject or any indenture, agreement or other
instrument to which the Borrower or any of its Subsidiaries or any of
their respective property is subject; and
(e) no authorization, approval consent, or other action by,
notice to, or filing with, any governmental authority or other Person is
required for the execution, delivery or performance by the Borrower of
this First Amendment.
3. CONDITIONS OF EFFECTIVENESS. This First Amendment shall be
effective as of the date first above written, subject to the following:
(a) the Administrative Lender shall have received counterparts
of this First Amendment executed by each Lender;
(b) the Administrative Lender shall have received counterparts
of this First Amendment executed by the Borrower;
(c) the Administrative Lender shall have received the Subsidiary
Guaranty duly executed by each Guarantor;
(d) the Administrative Lender shall have received a
subordination agreement, in form and substance satisfactory to the
Administrative Lender (the "Subordination Agreement"), duly executed by
each Guarantor;
(e) the Administrative Lender shall have received an officer's
certificate for each Guarantor, including a certificate of incumbency
with respect to each officer of such Guarantor signing the Subsidiary
Guaranty and the Subordination Agreement, and including (i) a copy of
the certificate of incorporation or limited partnership of such
Guarantor, as appropriate, certified to be true, complete and correct by
the secretary of state of organization, (ii) a copy of the by-laws or
partnership agreement of each Guarantor, as appropriate, certified to be
true, complete and correct, (iii) a copy of the resolutions of such
Guarantor authorizing the execution, delivery and performance of the
Subsidiary Guaranty and the Subordination Agreement; and (iv) a copy of
the certificates of existence and good standing of such Guarantor for
its state of organization and each state in which it is qualified to do
business; and
(f) the Administrative Lender shall have received, in form and
substance satisfactory to the Administrative Lender and its counsel,
such other documents, certificates and instruments as the Administrative
Lender shall require.
4. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this First Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", or
words of like import shall mean and be a reference to the Credit
Agreement, as affected and amended hereby.
(b) The Credit Agreement, as amended by the amendments referred
to above, shall remain in full force and effect and is hereby ratified
and confirmed.
5. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand
all costs and expenses of the Administrative Lender in connection with the
preparation, reproduction, execution and delivery of this First Amendment and
the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto and with respect to advising the Administrative
Lender as to its rights and responsibilities under the Credit Agreement, as
hereby amended).
6. EXECUTION IN COUNTERPARTS. This First Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each which when so executed and delivered shall be deemed to be
an original and all of which when taken together shall constitute but one and
the same instrument.
7. GOVERNING LAW: BINDING EFFECT. This First Amendment shall be
governed by and construed in accordance with the laws of the State of Texas
and shall be binding upon the Borrower and each Lender and their respective
successors and assigns.
8. HEADINGS. Section headings in this First Amendment are included
herein for convenience of reference only and shall not constitute a part of
this First Amendment for any other purpose.
9. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO ORAL
UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as the date first above written.
<PAGE>
LUBY'S CAFETERIAS, INC.
By: JOHN E. CURTIS, JR.
_________________________________
Name: John E. Curtis, Jr.
Title: President
NATIONSBANK OF TEXAS, N.A.
By: JEFF SUSMAN
_________________________________
Name: Jeff Susman
Title: Senior Vice President
SUNTRUST BANK, ATLANTA
By: TODD C. DAVIS
_________________________________
Name: Todd C. Davis
Title: Assistant Vice President
By: JOHN A. FIELDS, JR.
_________________________________
Name: John A. Fields, Jr.
Title: Vice President
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: ROBERT P. CARSWELL
_________________________________
Name: Robert P. Carswell
Title: Senior Vice President
THE BANK OF TOKYO, LTD., DALLAS
AGENCY
By: JOHN BECKWITH
_________________________________
Name: John Beckwith
Title: Vice President
<PAGE>
SCHEDULE 3
SUBSIDIARIES
1. Borrower is a Delaware corporation.
2. L&W Seafood, Inc. is a Delaware corporation and an Unrestricted
Subsidiary. Borrower owns 80% of the outstanding stock L&W Seafood,
Inc.
3. Borrower owns, either directly or indirectly, 100% of the outstanding
ownership interests of the following Subsidiaries, each of which is a
Restricted Subsidiary:
(a) Luby's Holdings, Inc., a Delaware corporation (a wholly-owned
subsidiary of Borrower).
(b) LUBCO, Inc., a Delaware corporation (a wholly-owned subsidiary of
Luby's Holdings, Inc.).
(c) Luby's Limited Partner, Inc., a Delaware corporation (a wholly-
owned subsidiary of Luby's Holdings, Inc.).
(d) Luby's Management, Inc., a Delaware corporation (a wholly-owned
subsidiary of LUBCO, Inc.).
(e) Luby's Restaurants Limited Partnership, a Texas limited
partnership (owned 1% by Luby's Management, Inc., sole general
partner, and 99% by Luby's Limited Partner, Inc., sole limited
partner).
Exhibit 10(b)
AMENDMENT TO DEFERRED
COMPENSATION AGREEMENTS
OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Board of Directors
of Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That the Deferred Compensation Agreements heretofore entered
into by Luby's Cafeterias, Inc. with James I. Dove, Jerry Eldredge,
Ralph Erben, John B. Lahourcade, and William E. Robson are hereby amended
by adding to each Agreement a new Section 14 reading as follows:
14. Company. The term "Company" as used in this Agreement
means Luby's Cafeterias, Inc. and its subsidiaries and any other
business entities in which Luby's Cafeterias, Inc., directly or
indirectly, owns 50% or more of the capital or profit interest.
Exhibit 10(d)
AMENDMENT TO ANNUAL INCENTIVE
PLAN FOR AREA VICE PRESIDENTS
OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Board of Directors
of Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That the Annual Incentive Plan for Area Vice Presidents is
hereby amended by adding thereto a new Section 9 reading as follows:
9. Company. The term "Company" as used in this Plan means
Luby's Cafeterias, Inc. and any Affiliate of Luby's Cafeterias,
Inc. The term "Affiliate" as used herein means a subsidiary of
Luby's Cafeterias, Inc., or other business entity in which Luby's
Cafeterias, Inc., directly or indirectly, owns 50% or more of the
capital or profit interest which, with the consent of Luby's
Cafeterias, Inc., adopts this Plan.
Exhibit 10(f)
AMENDMENT TO INCENTIVE BONUS
PLAN OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Board of Directors of
Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That Section 3 of the Incentive Bonus Plan is hereby amended
to read as follows:
3. Participation. The Committee shall select from time to
time the Participants from among the full-time salaried employees of
the Company and its Affiliates. The term "Affiliate" shall mean a
subsidiary of Luby's Cafeterias, Inc. or other business entity in
which Luby's Cafeterias, Inc., directly or indirectly, owns 50% or
more of the capital or profit interest which, with the consent of
Luby's Cafeterias, Inc., has adopted this Plan. Participants shall
be those employees who, in the opinion of the Committee, have the
capacity for contributing in a substantial measure to the successful
performance of the Company and its subsidiaries. In determining the
size of bonus awards, the Committee may take into account the
Participant's level of responsibility, rate of compensation, and
such other criteria as it deems appropriate. In addition, the
Committee may adjust any bonus award when the Committee, in its
discretion, shall determine that individual circumstances so
warrant.
AND BE IT FURTHER RESOLVED: That the Incentive Bonus Plan is hereby
amended by adding thereto a new Section 12 reading as follows:
12. Earnings Per Share. Whenever the audited financial
statements of Luby's Cafeterias, Inc. are presented on a
consolidated basis, the term "earnings per share" as used herein
shall mean earnings per share of common stock of Luby's Cafeterias,
Inc. as reflected in the audited consolidated financial statements
of Luby's Cafeterias, Inc. and its subsidiaries.
Exhibit 10(h)
AMENDMENT TO PERFORMANCE UNIT PLAN
OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Board of Directors of
Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That Section 2(a) of the Performance Unit Plan is hereby
amended to read as follows:
2(a) "Affiliate" shall mean any subsidiary of Luby's
Cafeterias, Inc. or any other business entity in which Luby's
Cafeterias, Inc., directly or indirectly, owns 50% or more of the
capital or profit interest, which, with the consent of Luby's
Cafeterias, Inc., has adopted this Plan.
AND BE IT FURTHER RESOLVED: That Section 3 of the Performance Unit Plan
is hereby amended to read as follows:
3. Administration. The Plan shall be administered by the
Committee. A member of the Committee shall not be eligible, while
a member, to receive an award under the Plan. The Committee shall
(i) select the Participants, (ii) establish and adjust Performance
Goals and the duration of the Performance Cycle, (iii) determine
the size of the awards, (iv) establish and adjust the ranges of
achievement for the calculation of Performance Factors, and (v)
establish from time to time regulations and make all determinations
deemed necessary or advisable for the administration of the Plan.
AND BE IT FURTHER RESOLVED: That Section 6 of the Performance Unit Plan
is hereby amended to read as follows:
6. Performance Goals. The Committee shall establish long-term
Performance Goals for the Performance Cycle to measure the
Company's progress toward the attainment of long-term goals set for
the cycle. Performance Goals may be based upon financial criteria,
such as Market Price of the Common Stock or other objective
measures of financial performance of the Company or the Company and
its consolidated subsidiaries, or may be based upon the performance
of a division or operating unit of the Company or upon individual
Participant performance. During the Performance Cycle, the
Committee shall have authority to adjust the Performance Goals in
such manner as it deems appropriate in recognition of extraordinary
or nonrecurring events, changes in the Company's business mix or
long-term economic prospects, changes in applicable accounting
rules or principles or in the Company's methods of accounting, or
changes in applicable law.
Exhibit 10(k)
AMENDMENT TO MANAGEMENT
INCENTIVE STOCK PLAN
OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Compensation Committee
of the Board of Directors of Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That the Management Incentive Stock Plan be amended to change
the definition of the Company in Section 2 to read as follows:
"Company" means Luby's Cafeterias, Inc. and any subsidiary of
Luby's Cafeterias, Inc. and any other business entity in which
Luby's Cafeterias, Inc., directly or indirectly, owns 50% or more
of the capital or profit interest, which, with the consent of Luby's
Cafeterias, Inc., has adopted the Plan.
Exhibit 10(m)
AMENDMENT TO NONEMPLOYEE DIRECTOR
DEFERRED COMPENSATION PLAN
OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Board of Directors of
Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That the Nonemployee Director Deferred Compensation Plan is
hereby amended by adding thereto a new Section 11 reading as follows:
11. Employee. The term "employee" or "employees" of the
Company, as used herein, shall mean a person or persons employed by
Luby's Cafeterias, Inc. or by a subsidiary of Luby's Cafeterias,
Inc. or by any other business entity in which Luby's Cafeterias,
Inc., directly or indirectly, owns 50% or more of the capital or
profit interest.
Exhibit 10(o)
AMENDEMENT TO NONEMPLOYEE DIRECTOR
STOCK OPTION PLAN
OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Board of Directors
of Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That the Nonemployee Director Stock Option Plan is hereby
amended by adding thereto a new Section 19 reading as follows:
19. Employee. The term "employee" or "employees" of the
Company, as used herein, shall mean a person or persons employed by
Luby's Cafeterias, Inc. or by a subsidiary of Luby's Cafeterias,
Inc. or by any other business entity in which Luby's Cafeterias,
Inc., directly or indirectly, owns 50% or more of the capital or
profit interest.
Exhibit 10(r)
AMENDMENT TO SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
OF LUBY'S CAFETERAIS, INC.
The following resolution was duly adopted by the Board of Directors of
Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That Section 1.12 of the Supplemental Executive Retirement
Plan (SERP) of Luby's Cafeterias, Inc. is hereby amended to read as
follows:
1.12. "Employer" means Luby's Cafeterias, Inc. and any
Affiliate which, with the consent of Luby's Cafeterias, Inc., has
adopted this Plan.
Exhibit 10(t)
RETIREMENT AGREEMENT
This Agreement, made and entered into as of the 17th day of March, 1997,
by and between LUBY'S CAFETERIAS, INC. ("Luby's"), a Delaware corporation, and
RALPH ERBEN ("Erben"), witnesseth:
1. Retirement and Resignation. Erben elects to retire after 37 years of
service with Luby's and its affiliates. Erben hereby resigns as an officer
and director of Luby's and its affiliates, effective as of March 17, 1997; and
Luby's hereby accepts such resignation. Erben hereby resigns as an employee
of Luby's Restaurants Limited Partnership, effective as of March 17, 1997;
and Luby's accepts such resignation on behalf of the partnership.
2. Salary Payment. Luby's shall cause Luby's Restaurants Limited
Partnership to pay to Erben, on April 1, 1997, his regular salary for the full
month of March, 1997, subject to withholding as required by law; and Erben
accepts such payment as constituting the remaining salary to which he is
entitled.
3. Severance Payment. In recognition of Erben's many years of service
and his valuable contributions to the company, Luby's agrees to pay to Erben,
upon the signing of this Agreement, a lump-sum severance payment in the amount
of $550,000.00, subject to withholding as required by law; and Erben accepts
such payment in full satisfaction of any claims which he may have with regard
to termination of his employment.
4. Deferred Compensation Payment. The Deferred Compensation Agreement
dated October 8, 1979, between Cafeterias, Inc. (a predecessor of Luby's) and
Erben, providing for certain retirement benefits, is hereby terminated and
canceled. In lieu of the retirement benefits which would have been payable
under said Deferred Compensation Agreement, Luby's shall pay to Erben, upon
the signing of this Agreement, a lump-sum payment in the amount of
$220,000.00, subject to withholding as required by law. Erben accepts such
payment in full satisfaction of the benefits to which he would otherwise have
been entitled under said Deferred Compensation Agreement.
5. Benefit Plans. Erben shall be entitled, at his option, to continue
his coverage under Luby's major medical and hospitalization insurance plan at
his own expense, to the extent required by applicable law and as permitted
by the plan. Erben shall be entitled to receive any benefits to which he
is entitled under the terms of stock options and performance awards granted
to him pursuant to Luby's Management Incentive Stock Plan in accordance with
the provisions of such plan and his stock options and performance awards.
6. Non-solicitation. Erben agrees that, for a period of five years from
the date of this Agreement, he will not, directly or indirectly, solicit any
employee of Luby's or its subsidiaries or affiliates to accept employment by
any other company, firm or enterprise.
7. Effect. This Agreement contains the entire understanding and
agreement of the parties with respect to Erben's retirement and resignation
and with respect to compensation and benefits to which he is entitled upon
termination of his employment.
Executed in duplicate originals as of the date first above written.
LUBY'S CAFETERIAS, INC.
By: JOHN B. LAHOURCADE
___________________
John B. Lahourcade
Chairman of the
Board and Acting
Chief Executive Officer
RALPH ERBEN
____________________
Ralph Erben
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, 1997 and
February 29, 1996.
Three months ended February 28, 1997:
23,329,990 x shares outstanding for 31 days 723,229,690
23,404,092 x shares outstanding for 31 days 725,526,852
23,409,028 x shares outstanding for 28 days 655,452,784
_____________
2,104,209,326
Divided by number of days in the period 90
_____________
73,380,104
Six months ended February 28, 1997:
23,892,819 x shares outstanding for 30 days 716,784,570
23,666,720 x shares outstanding for 31 days 733,668,320
23,281,927 x shares outstanding for 30 days 698,457,810
23,329,990 x shares outstanding for 31 days 723,229,690
23,404,092 x shares outstanding for 31 days 725,526,852
23,409,028 x shares outstanding for 28 days 655,452,784
_____________
4,253,120,026
Divided by number of days in the period 181
_____________
23,497,901
Three months ended February 29, 1996:
23,340,118 x shares outstanding for 11 days 256,741,298
23,345,163 x shares outstanding for 21 days 490,248,423
23,398,704 x shares outstanding for 30 days 701,961,120
23,529,859 x shares outstanding for 13 days 305,888,167
23,590,511 x shares outstanding for 16 days 377,448,176
_____________
2,132,287,184
Divided by number of days in the period 91
_____________
23,431,727
Six months ended February 29, 1996:
23,313,132 x shares outstanding for 21 days 489,575,772
23,315,089 x shares outstanding for 21 days 489,616,869
23,320,721 x shares outstanding for 18 days 419,772,978
23,331,311 x shares outstanding for 8 days 186,650,488
23,334,503 x shares outstanding for 23 days 536,693,569
23,340,118 x shares outstanding for 11 days 256,741,298
23,345,163 x shares outstanding for 21 days 490,248,423
23,398,704 x shares outstanding for 30 days 701,961,120
23,529,859 x shares outstanding for 13 days 305,888,167
23,590,511 x shares outstanding for 16 days 377,448,176
_____________
4,254,596,860
Divided by number of days in the period 182
_____________
23,376,906
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> FEB-28-1997
<CASH> 6,332
<SECURITIES> 0
<RECEIVABLES> 631
<ALLOWANCES> 0
<INVENTORY> 4,561
<CURRENT-ASSETS> 16,118
<PP&E> 485,984
<DEPRECIATION> 154,230
<TOTAL-ASSETS> 371,321
<CURRENT-LIABILITIES> 34,866
<BONDS> 0
0
0
<COMMON> 8,769
<OTHER-SE> 210,176<F1>
<TOTAL-LIABILITY-AND-EQUITY> 371,321
<SALES> 241,117
<TOTAL-REVENUES> 241,117
<CGS> 130,322
<TOTAL-COSTS> 130,322
<OTHER-EXPENSES> 73,230
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,608
<INCOME-PRETAX> 25,531
<INCOME-TAX> 8,961
<INCOME-CONTINUING> 16,570
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,570
<EPS-PRIMARY> 0.71
<EPS-DILUTED> 0.71
<FN>
<F1>Other stockholders' equity amount is less cost of treasury stock of $90,322.
</FN>
</TABLE>
