FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the ten months ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________________ to ____________________
Commission file number 333-19283
LUBY'S CAFETERIAS
SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
LUBY'S CAFETERIAS, INC.
(name of issuer of the securities held pursuant to the plan)
2211 Northeast Loop 410
Post Office Box 33069
San Antonio, Texas 78265-3069
(Address of principal executive office)
<PAGE>
REQUIRED INFORMATION
Item 1. Audited Statement of Net Assets Available for Benefits
Audited statement of net assets available for benefits at December 31,
1997, prepared in accordance with the financial reporting requirements of
ERISA are filed herewith as an exhibit.
Item 2. Audited Statement of Changes in Net Assets Available for Benefits
Audited statement of changes in net assets available for benefits for ten
months ended December 31, 1997, prepared in accordance with the financial
reporting requirements of ERISA are filed herewith as an exhibit.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the administrator of the plan has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: June 29, 1998.
LUBY'S CAFETERIAS SAVINGS AND
INVESTMENT PLAN
By: Luby's Cafeterias, Inc.
Plan Administrator
LAURA M. BISHOP
By: ___________________________
Laura M. Bishop
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
1 Audited financial statements, notes thereto and
supplemental schedules
2 Consent of Ernst & Young LLP
Exhibit 1
Report of Independent Auditors
Plan Administrator
Luby's Cafeterias Savings and Investment Plan
San Antonio, Texas
We have audited the accompanying statement of net assets available for
benefits of the Luby's Cafeterias Savings and Investment Plan (the Plan) as
of December 31, 1997, and the related statement of changes in net assets
available for benefits for the ten months then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997, and the changes in its net assets available for benefits
for the ten months then ended, in conformity with generally accepted
accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31, 1997, and
reportable transactions for the ten months then ended are presented for
purposes of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974, and are not a required part of the basic financial statements.
The supplemental schedules have been subjected to the auditing procedures
applied in our audit of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
ERNST & YOUNG LLP
May 29, 1998
<PAGE>
Luby's Cafeterias Savings and Investment Plan
Statement of Net Assets Available for Benefits
December 31, 1997
Assets
Investments, at fair value:
CIGNA Guaranteed Income Fund $ 302,685
CIGNA Lifetime Funds 600,992
CIGNA Stock Market Index Account 334,252
PBHG Growth Fund 549,262
Templeton Foreign Fund 129,275
Luby's Cafeterias, Inc. Stock 140,706
Participant loans 10,633
_________
Total investments 2,067,805
Receivables:
Participant contributions 52,814
_________
Net assets available for benefits $2,120,619
_________
See accompanying notes.
<PAGE>
Luby's Cafeterias Savings and Investment Plan
Statement of Changes in Net Assets Available for Benefits
Ten Months Ended December 31, 1997
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ 54,026
Interest 7,164
Dividends 1,482
_________
62,672
Contributions:
Participants 2,095,206
_________
Total additions 2,157,878
Deductions from net assets attributed to:
Benefits to participants 31,754
Participant expenses 5,505
_________
Total deductions 37,259
_________
Net assets available for benefits $2,120,619
_________
See accompanying notes.
<PAGE>
Luby's Cafeterias Savings and Investment Plan
Notes to Financial Statements
December 31, 1997
1. Significant Accounting Policies
The accounting records of the Luby's Cafeterias Savings and Investment Plan
(the Plan) are maintained on the accrual basis of accounting.
The Plan's investments are held in common stock of Luby's Cafeterias, Inc.
(the Company), CIGNA Guaranteed Income Fund, CIGNA Lifetime Funds, CIGNA
Stock Market Index Account, PBHG Growth Fund, and Templeton Foreign Fund,
which are stated at fair value based on quoted market prices on the valuation
date. Changes in fair market value and gains and losses on the sale of
investment securities are reflected in the statement of changes in net assets
available for benefits as net appreciation in fair value of investments.
Administrative expenses of the Plan are paid by the Company.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
2. Description of the Plan
The following is a general description of the Plan. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution plan qualified under Section 401(a) of the
Internal Revenue Code (IRC) effective on March 1, 1997. Employees of the
Company and Luby's Restaurants Limited Partnership who complete one year of
service, work more than 1,000 hours in a year, and have attained age 21 are
eligible to participate in the Plan on the next January 1, April 1, July 1,
or October 1. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Investments
Effective March 1, 1997, the Plan entered into a group annuity contract with
Connecticut General Life Insurance Company (CGLIC). The contract includes a
Guaranteed Income Fund which is invested in CGLIC's general portfolio and is
fully benefit-responsive and, therefore, recorded at contract value. Contract
value equals all contributions and transfers into the account, plus accrued
interest, less payments.
The average yield on the Guaranteed Income Fund was 5.95% for 1997. The
credited interest rate was 5.95% at December 31, 1997. Because the credited
interest rate is reset periodically at the discretion of CGLIC, the contract
value approximates fair value. Amounts invested in the Guaranteed Income Fund
might be subject to certain restrictions if the contract is terminated or if
assets are withdrawn. The value of the group annuity contract is subject to
the stability of CGLIC.
The contract also includes eight pooled separate accounts which are as follows:
CIGNA Lifetime 20 Account - Assets are invested primarily in stocks and bonds
for those investors with an investment time frame of 35 to 45 years.
CIGNA Lifetime 30 Account - Assets are invested primarily in stocks and bonds
for those investors with an investment time frame of 25 to 35 years.
CIGNA Lifetime 40 Account - Assets are invested primarily in stocks and bonds
for those investors with an investment time frame of 15 to 25 years.
CIGNA Lifetime 50 Account - Assets are invested primarily in stocks and bonds
for those investors with an investment time frame of 5 to 15 years.
CIGNA Lifetime 60 Account - Assets are invested primarily in stocks and bonds
for those investors with an investment time frame of less than 5 years.
CIGNA Stock Market Index Account - Assets are invested in common stock
representing the Standard & Poor's (S&P) 500 Index and S&P 500 Index futures
instruments.
PBHG Growth Fund - Assets are invested in shares of underlying mutual funds
sponsored by PBHG Funds, Inc.
Templeton Foreign Fund - Assets are invested in shares of underlying mutual
funds sponsored by Templeton Funds, Inc.
CGLIC determines the fair value of the pooled separate accounts based on
quoted market values of the assets in the separate accounts.
CGLIC has certified that the investments and related earnings are complete
and accurate.
Trustee
The trustee of the Plan is the CG Trust Company.
Contributions and Investment Options
Participants may contribute an amount not less than 1% and not exceeding 15%
of their compensation, limited by 401(k) regulations, and may direct
investments of their accounts in either common stock of the Company, CIGNA
Guaranteed Income Fund, CIGNA Lifetime Funds, CIGNA Stock Market Index
Account, PBHG Growth Fund, or Templeton Foreign Fund.
Participant Accounts
Each participant's account is credited with the participant's contributions
and allocations of plan earnings. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's account.
Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum of $50,000 or 50% of their account balance, reduced by the highest
amount of any loan outstanding within the previous twelve months. Loan
transactions are treated as a transfer from (to) the investment fund to
(from) the loan fund. Loan terms range up to five years for general purpose
loans or up to 30 years for the purchase of a primary residence. The loans
are secured by the balance in the participant's account and bear interest at
a rate commensurate with prevailing rates as determined quarterly by the plan
administrator. Principal and interest are paid ratably through monthly
payroll deductions.
Payment of Benefits
Upon retirement, or in the event of death or disability, a participant will
receive a lump-sum payment of his (her) account in the Plan and all amounts
which have been allocated to his (her) plan account. In the event of
termination of employment with the employer for any other reason, the
participant is entitled to the vested portion of his (her) account in the
Plan and all vested amounts which have been allocated to his (her) Plan
account.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
to terminate the Plan subject to the provisions of ERISA.
3. Benefits Payable to Terminated Participants
At December 31, 1997, there were 124 terminated participants in the Plan
entitled to aggregate vested benefits totaling $38,217 in cash distributions.
The actual distribution of these benefits, in the form of cash, will occur
subsequent to December 31, 1997.
4. Reconciliation of Financial Statements to Form 5500
The Form 5500 is prepared on the modified cash basis of accounting. The
following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500 at December 31, 1997:
Net assets available for benefits per
the financial statements $2,120,619
Participant contributions receivable (52,814)
__________
Net assets available for benefits per the Form 5500 $2,067,805
__________
The following is a reconciliation of contributions received from participants
per the financial statements to the Form 5500 for the ten months ended
December 31, 1997:
Contributions received from participants per the
financial statements $2,095,206
Less:
Amounts receivable from participants at the
end of the year (52,814)
__________
Contributions received from participants per
the Form 5500 $2,042,392
__________
5. Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated February 13, 1998, that the Plan and related trust are designed
in accordance with applicable sections of the IRC. The Plan has been amended
since receiving the determination letter. However, the plan administrator
and the Plan's tax counsel believe that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the IRC.
6. Statement of Changes in Net Assets Available for Benefits Segregated by
Participant-Directed Investment Option
The following represents the changes in net assets available for benefits
segregated by participant-directed investment option for the ten months ended
December 31, 1997:
<TABLE>
<CAPTION>
Participant-Directed
________________________________________________________________
CIGNA
Guaranteed
Income CIGNA CIGNA CIGNA CIGNA
Fund Lifetime 20 Lifetime 30 Lifetime 40 Lifetime 50
________________________________________________________________
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation
in fair value of
investments $ - $ 4,920 $ 10,956 $ 6,922 $ 3,558
Interest 7,030 81 - - -
Dividends - - - - -
________________________________________________________________
7,030 5,001 10,956 6,922 3,558
Contributions:
Participants 303,045 112,029 215,149 149,158 80,748
Principal payments
on loans - 949 - - -
________________________________________________________________
Total additions 310,075 117,979 226,105 156,080 84,306
Deductions from net
assets attributed to:
Benefits to
Participants 7,466 1,489 3,192 867 698
Participant expenses 981 943 928 391 162
Loan withdrawals 269 3,318 666 117 117
________________________________________________________________
Total deductions 8,716 5,750 4,786 1,375 977
Net transfer in (out) 1,326 1,745 1,941 (704) (1,650)
________________________________________________________________
Net assets available
for benefits $302,685 $113,974 $223,260 $154,001 $ 81,679
________________________________________________________________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
___________________________________________________________________________
CIGNA Luby's
Stock Temple- Cafete-
CIGNA Market PBHG ton rias, Parti-
Life- Index Growth Foreign Inc. cipant
time 60 Account Fund Fund Stock Loans Other Total
___________________________________________________________________________
<C> <C> <C> <C> <C> <C> <C> <C>
$ 1,162 $ 28,424 $ 17,732 $ (3,240) $(16,408) $ - $ - $ 54,026
- 19 25 6 3 - - 7,164
- - - - 1,482 - - 1,482
___________________________________________________________________________
1,162 28,443 17,757 (3,234) (14,923) - - 62,672
27,209 303,987 554,181 135,970 160,916 - 52,814 2,095,206
- 217 277 64 36 (1,543) - -
___________________________________________________________________________
28,371 332,647 572,215 132,800 146,028 (1,543) 52,814 2,157,878
134 2,579 9,478 2,698 3,153 - - 31,754
42 557 693 170 638 - - 5,505
117 2,958 2,763 1,409 442 (12,176) - -
___________________________________________________________________________
293 6,094 12,934 4,277 4,233 (12,176) - 37,259
- 7,699 (10,019) 752 (1,090) - - -
___________________________________________________________________________
$28,078 $334,252 $549,262 $129,275 $140,706 $10,633 $52,814 $2,120,619
___________________________________________________________________________
</TABLE>
<PAGE>
SUPPLEMENTAL SCHEDULES
Luby's Cafeterias Savings and Investment Plan
Item 27a - Schedule of Assets Held for Investment Purposes
EIN: 74-1335253 PN: 003
December 31, 1997
Description of
Investment, Including
Identity of Issue, Maturity Date, Rate of
Borrower, Lessor, Interest, Collateral, Current
or Similar Party Par or Maturity Date Cost Value
_________________ ______________________ _________ _________
*CIGNA Guaranteed
Income Fund Fixed income account $302,685 $302,685
*CIGNA Lifetime 20 Pooled separate account 109,675 113,974
*CIGNA Lifetime 30 Pooled separate account 212,534 223,260
*CIGNA Lifetime 40 Pooled separate account 147,212 154,001
*CIGNA Lifetime 50 Pooled separate account 78,345 81,679
*CIGNA Lifetime 60 Pooled separate account 26,929 28,078
*CIGNA Stock Market
Index Account Pooled separate account 306,682 334,252
PBHG Growth Fund Pooled separate account 533,678 549,262
Templeton Foreign
Fund Pooled separate account 132,670 129,275
*Luby's Cafeterias,
Inc. Stock Common stock
8,012 shares 157,525 140,706
*Participant loans Interest accrued at prime
rate plus 1%, varying
maturity dates, 9.50%
charged during 1997 - 10,633
*Denotes party-in-interest
<PAGE>
<TABLE>
<CAPTION>
Luby's Cafeterias Savings and Investment Plan
Item 27d - Schedule of Reportable Transactions
EIN: 74-1335253 PN: 003
Ten Months Ended December 31, 1997
Description of
Asset (Including
Identity Interest Rate and Current Value
of Party Maturity in Case Purchase Selling Cost of of Asset on Net Gain
Involved* of a Loan) Price Price Asset Transaction Date or <Loss>
______________________________________________________________________________________________________________________
Category (iii) - Series of Securities Transactions
<S> <C> <C> <C> <C> <C> <C>
CIGNA Guaranteed Income Fund $310,273 $ - $310,273 $310,273 $ -
CIGNA Guaranteed Income Fund - 14,618 14,618 14,618 -
CIGNA Lifetime 20 Fund 117,736 - 117,736 117,736 -
CIGNA Lifetime 20 Fund - 8,683 8,061 8,683 622
CIGNA Lifetime 30 Fund 217,263 - 217,263 217,263 -
CIGNA Lifetime 30 Fund - 4,982 4,729 4,982 253
CIGNA Lifetime 40 Fund 149,426 - 149,426 149,426 -
CIGNA Lifetime 40 Fund - 2,347 2,214 2,347 133
CIGNA Lifetime 50 Fund 82,495 - 82,495 82,495 -
CIGNA Lifetime 50 Fund - 4,374 4,150 4,374 224
CIGNA Lifetime 60 Fund 27,209 - 27,209 27,209 -
CIGNA Lifetime 60 Fund - 294 280 294 14
CIGNA Stock Market Index Account 317,206 - 317,206 317,206 -
CIGNA Stock Market Index Account - 11,378 10,524 11,378 854
PBHG Growth Fund 561,291 - 561,291 561,291 -
PBHG Growth Fund - 29,761 27,613 29,761 2,148
Templeton Foreign Fund 139,783 - 139,783 139,783 -
Templeton Foreign Fund - 7,268 7,113 7,268 155
Luby's Cafeterias, Inc. Stock 163,074 - 163,074 163,074 -
Luby's Cafeterias, Inc. Stock - 5,572 5,549 5,572 23
There were no Category (i), (ii), or (iv) transactions
during the ten months ended December 31, 1997.
*All transactions on market
</TABLE>
Exhibit 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-19283) pertaining to the Employees' Savings and Investment
Plan of Luby's Cafeterias, Inc. of our report dated May 29, 1998, with
respect to the financial statements and schedules of the Luby's Cafeterias
Savings and Investment Plan included in this Annual Report (Form 11-K) for
the year ended December 31, 1997.
ERNST & YOUNG LLP
San Antonio, Texas
June 29, 1998
