LUBYS CAFETERIAS INC
10-Q, 1997-07-01
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                                  FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

(Mark One)

 [x]             QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 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:     23,266,374 shares outstanding as of May 31, 1997
                    (exclusive of 4,136,693 treasury shares)
<PAGE>
                        Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                            LUBY'S CAFETERIAS, INC.
                       CONSOLIDATED STATEMENTS OF INCOME

                                  (UNAUDITED)

                                   Three Months Ended     Nine Months Ended
                                         May 31,                May 31,
                                      1997      1996        1997      1996
                                    _______   _______     ________   _______
                                  (Amounts in thousands except per share data)

Sales                              $127,630  $117,132     $368,747  $334,304

Costs and expenses:
  Cost of food                       30,978    28,090       90,021    81,303
  Payroll and related costs          37,265    31,902      108,544    92,200
  Occupancy and other operating 
   expenses                          38,317    34,266      111,547    98,609
  General and administrative
   expenses                           6,337     5,320       17,517    15,584
                                    _______   _______      _______   _______

                                    112,897    99,578      327,629   287,696
                                    _______   _______      _______   _______

Income from operations               14,733    17,554       41,118    46,608

Interest expense                     (1,078)     (460)      (2,686)   (1,659)
Other income, net                       926       424        1,680     1,147
                                    _______    ______      _______   _______

    Income before income taxes       14,581    17,518       40,112    46,096

Provision for income taxes            4,998     6,554       13,959    17,245
                                    _______   _______      _______   _______

    Net income                     $  9,583  $ 10,964     $ 26,153  $ 28,851
                                    _______   _______      _______   _______

Net income per share                   $.41      $.46        $1.12     $1.23
                                    _______   _______      _______   _______

Cash dividends per share               $.20      $.18         $.60      $.54
                                    _______   _______      _______   _______
Average number of shares 
  outstanding                        23,366    23,887       23,453    23,548

See accompanying notes.<PAGE>
                   Part I - FINANCIAL INFORMATION (continued)

Item 1.  Financial Statements (continued).

                                LUBY'S CAFETERIAS, INC.
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (UNAUDITED)
                                                     May 31,      August 31,
                                                      1997          1996
                                                     _______       _______
                                                     (Thousands of dollars)
                                    ASSETS

Current assets:
  Cash and cash equivalents                         $  6,766      $  2,687
  Trade accounts and other receivables                   538           541
  Food and supply inventories                          4,624         4,517
  Prepaid expenses                                     3,816         3,195
  Deferred income taxes                                  953           418
                                                     _______       _______
 
     Total current assets                             16,697        11,358

Investments and other assets - at cost                21,050        12,343
Property, plant, and equipment - at cost, net        338,064       311,589
                                                     _______       _______

                                                    $375,811      $335,290
                                                     _______       _______

                       LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable - trade                          $ 10,448      $ 14,568
  Dividends payable                                    4,653         4,796
  Accrued expenses and other liabilities              22,604        24,336
  Income taxes payable                                 3,828         2,754
                                                     _______       _______

    Total current liabilities                         41,533        46,454

Long-term debt                                        90,000        41,000
Deferred income taxes and other credits               23,079        22,163

Shareholders' equity:
  Common stock                                         8,769         8,769
  Paid-in capital                                     26,945        26,945
  Retained earnings                                  278,499       267,374
  Less cost of treasury stock                        (93,014)      (77,415)
                                                     _______       _______

    Total shareholders' equity                       221,199       225,673
                                                     _______       _______

                                                    $375,811      $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)
                                                         Nine Months Ended
                                                               May 31,
                                                          1997        1996
                                                         ______       ______
                                                       (Thousands of dollars)

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                            $26,153      $28,851
  Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation and amortization                      14,913       13,207
      Decrease in accrued expenses and                                      
        other liabilities                                (1,617)        (860)
      Other, net                                         (1,354)       1,368
                                                         ______       ______

        Net cash provided by operating activities        38,095       42,566
                                                         ______       ______

CASH FLOWS FROM INVESTING ACTIVITIES: 
  Proceeds from disposal of property, plant, 
     and equipment                                        2,300          ---
  Purchases of land held for future use                 (12,134)      (4,925)
  Purchases of property, plant, and equipment           (40,839)     (26,558)
                                                         ______       ______

        Net cash used in investing activities           (50,673)     (31,483)
                                                         ______       ______

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock under
   stock option plan                                      2,878       13,785
  Net payments of short-term borrowings                     ---      (57,000)
  Proceeds from long-term debt                          760,000      139,000
  Reductions of long-term debt                         (711,000)     (99,000)
  Purchases of treasury stock                           (21,077)         ---
  Dividends paid                                        (14,144)     (12,648)
                                                        _______      _______
         Net cash provided by (used in)
          financing activities                           16,657      (15,863)
                                                        _______       ______

Net increase (decrease) in cash and cash equivalents      4,079       (4,780)
Cash and cash equivalents at beginning of period          2,687       12,392
                                                         ______       ______

Cash and cash equivalents at end of period              $ 6,766      $ 7,612
                                                         ______       ______

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 Nine Months Ended May 31, 1997 and 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         ---         ---        ---      28,851        28,851 
  Common stock issued under 
   employee benefit plans, 
   net of shares tendered
   in partial payment and 
   including tax benefits           ---      17,791        ---      (2,813)       14,978  

  Cash dividends                    ---         ---        ---     (12,791)      (12,791) 
                                 ______    ________    _______    ________      ________

Balance at May 31, 1996          $8,769    $(74,192)   $26,945    $262,220      $223,742  
                                 ______    ________    _______    ________      ________

Balance at August 31, 1996       $8,769    $(77,415)   $26,945    $267,374      $225,673  

  Net income for the period         ---         ---        ---      26,153        26,153  
    
  Common stock issued under 
   employee benefit plans, 
   net of shares tendered 
   in partial payment and 
   including tax benefits           ---       4,320        ---      (1,027)        3,293  

  Cash dividends                    ---         ---        ---     (14,001)      (14,001)

  Purchases of treasury stock       ---     (19,919)       ---         ---       (19,919)  
                                 ______    ________    _______    ________      ________

Balance at May 31, 1997          $8,769    $(93,014)   $26,945    $278,499      $221,199  
                                 ______    ________    _______    ________      ________

See accompanying notes.
/TABLE
<PAGE>

                    Part I - FINANCIAL INFORMATION (continued)

Item 1.  Financial Statements (continued).

                             LUBY'S CAFETERIAS, INC. 
                          NOTES TO FINANCIAL STATEMENTS
                                  May 31, 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.

Note 3:  In March 1997 the Board of Directors authorized the purchase in the 
         open market of up to 1,000,000 shares of the Company's outstanding 
         common stock through December 31, 1998.  During the quarter ended 
         May 31, 1997, the Company purchased 149,700 shares of its common 
         stock at a cost of $2,816,000, which are being held as treasury 
         stock.<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 $4,079,000 from the end of the 
preceding fiscal year to May 31, 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 nine months ended May 31, 1997,
were $52,973,000, including approximately $14 million for the purchase of 20 
cafeteria locations from Triangle FoodService Corporation, formerly Wyatt 
Cafeterias, Inc.  As of May 31, 1997, the Company owned 15 undeveloped land 
sites and four land sites on which cafeterias are under construction.

During the nine months ended May 31, 1997, the Company purchased 897,500 
shares of its common stock at a cost of $19,919,000, 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 May 31, 1997, the 
amount outstanding under this line of credit was $90,000,000.  The Company 
believes that additional financing from external sources can be obtained on
terms acceptable to the Company in the event such financing is required.

Results of Operations
_____________________

Quarter ended May 31, 1997 compared to the quarter ended May 31, 1996.
______________________________________________________________________

Sales increased $10,498,000, or 9.0%, due to the addition of 25 new 
cafeterias in fiscal 1997 and 18 in fiscal 1996.   The sales increase from 
new cafeterias was partially offset by a decrease in average sales volume at 
cafeterias opened over one year.  

Cost of food increased $2,888,000, or 10.3%, due primarily to the increase in
sales.  As a percentage of sales, food costs were slightly higher versus the 
prior year due to couponing in several markets.  Payroll and related costs 
increased $5,363,000, or 16.8%, 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 $4,051,000, or 11.8%, due primarily to the 
increase in sales, higher utility costs, and the opening of four new 
cafeterias.  General and administrative expenses increased $1,017,000, or 
19.1%, due primarily to a lump sum retirement agreement and higher legal and 
professional fees.

Interest expense increased $618,000 due to higher borrowings under the 
line-of-credit agreement.

The provision for income taxes decreased $1,556,000, or 23.7%, due primarily 
to state tax savings as a result of the restructuring, higher jobs tax 
credits, and lower income from operations.  The effective income tax rate 
decreased from 37.4% to 34.3%.

Nine months ended May 31, 1997 compared to the nine months ended May 31, 1996.
______________________________________________________________________________ 

Sales increased $34,443,000, or 10.3%, due primarily to the addition of 25 
new cafeterias in fiscal 1997 and 18 in fiscal 1996.  The sales increase from
new cafeterias was partially offset by a decrease in average sales volume at 
cafeterias opened over one year.  

Cost of food increased $8,718,000, or 10.7%, due primarily to the increase in
sales.  Payroll and related costs increased $16,344,000, or 17.7%, 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
$12,938,000, or 13.1%, due primarily to the increase in sales, higher utility 
costs, and the opening of 25 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 25 new locations caused net income for the nine months 
ended May 31, 1997, to be lower by approximately $.105 per share.  The 
increases in occupancy and other operating expenses were partially offset by 
lower managers' salaries which are based on the profitablility of the 
cafeterias.  General and administrative expenses increased $1,933,000, or 
12.4%, due primarily to a lump sum retirement agreement, higher legal and 
professional fees, higher manager trainee salaries, and higher moving expenses
associated with the increased expansion.

Interest expense increased $1,027,000 due to higher borrowings under the 
line-of-credit agreement.

The provision for income taxes decreased $3,286,000, or 19.1%, due primarily
to state tax savings as a result of the restructuring, higher jobs tax credits,
and lower income from operations.  The effective income tax rate decreased 
from 37.4% to 34.8%.

Other Matters
_____________

The Company has started a process to evaluate its low-performing units and
sites held for future development which it expects to complete during the
fourth quarter.  While the Company is unable to predict the outcome of this
evaluation, it is possible that charges related to asset write-downs, 
impairments, and other associated matters may result.

Forward-Looking Statements
__________________________

The Company wishes to caution readers that various factors could cause the 
actual results of the Company to differ materially from those indicated by
forward-looking statements made from time to time in news releases, reports,
proxy statements, registration statements, and other written communications
(including the preceding sections of this Management's Discussion and 
Analysis), as well as oral statements made from time to time by representatives
of the Company.  Except for historical information, matters discussed in such
oral and written communications are forward-looking statements that involve 
risks and uncertainties, including but not limited to general business 
conditions, the impact of competition, the success of operating initiatives,
changes in the cost and supply of food and labor, the seasonality of the
Company's business, taxes, inflation, and governmental regulations.<PAGE>

                       Part II - OTHER INFORMATION

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. (filed 
      as Exhibit 4(f) to the Company's Quarterly Report on Form 10-Q for the 
      quarter ended February 28, 1997, and incorporated herein by reference).

10(a) Form of Deferred Compensation Agreement entered into between Luby's 
      Cafeterias, Inc. and various officers (filed as Exhibit 10(b) to the 
      Company's Annual Report on Form 10-K for the fiscal year ended 
      August 31, 1981, and incorporated herein by reference).

10(b) Form of Amendment to Deferred Compensation Agreement between Luby's 
      Cafeterias, Inc. and various officers and former officers adopted 
      January 14, 1997 (filed as Exhibit 10(b) to the Company's Quarterly 
      Report on Form 10-Q for the quarter ended February 28, 1997, and 
      incorporated herein by reference).

10(c) 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 (filed as Exhibit 10(d) to the 
      Company's Quarterly Report on Form 10-Q for the quarter ended 
      February 28, 1997, and incorporated herein by reference).

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 (filed as Exhibit 10(f) to the Company's Quarterly 
      Report on Form 10-Q for the quarter ended February 28, 1997, and 
      incorporated herein by reference).

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 (filed as Exhibit 10(h) to the Company's Quarterly 
      Report on Form 10-Q for the quarter ended February 28, 1997, and 
      incorporated herein by reference).

10(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 (filed as Exhibit 10(k) to the Company's 
      Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, 
      and incorporated herein by reference).
 
10(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'
      Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(m) to the 
      Company's Quarterly Report on Form 10-Q for the quarter ended 
      February 28, 1997, and incorporated herein by reference).

10(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 (filed as Exhibit 10(o) to the 
      Company's Quarterly Report on Form 10-Q for the quarter ended 
      February 28, 1997, and incorporated herein by reference).

10(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 (filed as Exhibit 10(r) to the Company's 
      Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, 
      and incorporated herein by reference). 

10(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 (filed as Exhibit 10(t) to the Company's Quarterly 
      Report on Form 10-Q for the quarter ended February 28, 1997, and 
      incorporated herein by reference).

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.
<PAGE>


                                    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:      DAVID B. DAVISS
                                                ______________________________
                                                David B. Daviss
                                                Acting Chief Executive Officer




                                       By:      LAURA M. BISHOP
                                                ______________________________
                                                Laura M. Bishop
                                                Senior Vice President and
                                                Chief Financial Officer


Dated:  July 1, 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. (filed 
      as Exhibit 4(f) to the Company's Quarterly Report on Form 10-Q for the 
      quarter ended February 28, 1997, and incorporated herein by reference).

10(a) Form of Deferred Compensation Agreement entered into between Luby's 
      Cafeterias, Inc. and various officers (filed as Exhibit 10(b) to the 
      Company's Annual Report on Form 10-K for the fiscal year ended 
      August 31, 1981, and incorporated herein by reference).

10(b) Form of Amendment to Deferred Compensation Agreement between Luby's 
      Cafeterias, Inc. and various officers and former officers adopted 
      January 14, 1997 (filed as Exhibit 10(b) to the Company's Quarterly 
      Report on Form 10-Q for the quarter ended February 28, 1997, and 
      incorporated herein by reference).

10(c) 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 (filed as Exhibit 10(d) to the 
      Company's Quarterly Report on Form 10-Q for the quarter ended 
      February 28, 1997, and incorporated herein by reference).

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 (filed as Exhibit 10(f) to the Company's Quarterly 
      Report on Form 10-Q for the quarter ended February 28, 1997, and 
      incorporated herein by reference).

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 (filed as Exhibit 10(h) to the Company's Quarterly 
      Report on Form 10-Q for the quarter ended February 28, 1997, and 
      incorporated herein by reference).

10(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 (filed as Exhibit 10(k) to the Company's 
      Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, 
      and incorporated herein by reference).

10(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 (filed as Exhibit 10(m) to the 
      Company's Quarterly Report on Form 10-Q for the quarter ended 
      February 28, 1997, and incorporated herein by reference).

10(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 (filed as Exhibit 10(o) to the 
      Company's Quarterly Report on Form 10-Q for the quarter ended 
      February 28, 1997, and incorporated herein by reference).

10(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 (filed as Exhibit 10(r) to the Company's 
      Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, 
      and incorporated herein by reference).

10(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 (filed as Exhibit 10(t) to the Company's Quarterly 
      Report on Form 10-Q for the quarter ended February 28, 1997, and 
      incorporated herein by reference).

11    Statement re computation of per share earnings.


                                                                 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 nine months ended May 31, 1997 and 
1996.

Three months ended May 31, 1997:
     23,410,574 x shares outstanding for 31 days                 725,727,794
     23,406,574 x shares outstanding for 30 days                 702,197,220
     23,280,909 x shares outstanding for 31 days                 721,708,179
                                                               ______________
                                                               2,149,633,193
     Divided by number of days in the period                              92
                                                               ______________
                                                                  23,365,578
Nine months ended May 31, 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
     23,410,574 x shares outstanding for 31 days                 725,727,794
     23,406,574 x shares outstanding for 30 days                 702,197,220
     23,280,909 x shares outstanding for 31 days                 721,708,179
                                                               ______________
                                                               6,402,753,219
     Divided by number of days in the period                             273
                                                               ______________
                                                                  23,453,308
Three months ended May 31, 1996:
     23,693,381 x shares outstanding for 31 days                 734,494,811
     23,925,105 x shares outstanding for 30 days                 717,753,150
     24,043,597 x shares outstanding for 31 days                 745,351,507
                                                               ______________
                                                               2,197,599,468
     Divided by number of days in the period                              92
                                                               ______________
                                                                  23,886,951
Nine months ended May 31, 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
     23,693,381 x shares outstanding for 31 days                 734,494,811
     23,925,105 x shares outstanding for 30 days                 717,753,150
     24,043,597 x shares outstanding for 31 days                 745,351,507
                                                               ______________
                                                               6,452,196,328
     Divided by number of days in the period                             274
                                                               ______________
                                                                  23,548,162


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          AUG-31-1997
<PERIOD-END>                               MAY-31-1997
<CASH>                                           6,766
<SECURITIES>                                         0
<RECEIVABLES>                                      538
<ALLOWANCES>                                         0
<INVENTORY>                                      4,624
<CURRENT-ASSETS>                                16,697
<PP&E>                                         496,778
<DEPRECIATION>                                 158,714
<TOTAL-ASSETS>                                 375,811
<CURRENT-LIABILITIES>                           41,533
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         8,769
<OTHER-SE>                                     212,430<F1>
<TOTAL-LIABILITY-AND-EQUITY>                   375,811
<SALES>                                        368,747
<TOTAL-REVENUES>                               368,747
<CGS>                                          198,565
<TOTAL-COSTS>                                  198,565
<OTHER-EXPENSES>                               111,547
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,686
<INCOME-PRETAX>                                 40,112
<INCOME-TAX>                                    13,959
<INCOME-CONTINUING>                             26,153
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    26,153
<EPS-PRIMARY>                                     1.12
<EPS-DILUTED>                                     1.12
<FN>
<F1>Other stockholders' equity amount is less cost of treasury stock of $93,014.
</FN>
        

</TABLE>


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