FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2000
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, 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: 22,420,375 shares outstanding as of June 30, 2000
(exclusive of 4,982,692 treasury shares)
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
LUBY'S, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Nine Months Ended
May 31, May 31,
2000 1999 2000 1999
____ ____ ____ ____
(Amounts in thousands except per share data)
Sales $126,281 $127,084 $371,349 $376,563
Costs and expenses:
Cost of food 32,955 29,720 93,177 91,742
Payroll and related costs 39,255 38,929 115,465 115,382
Occupancy and other
operating expenses 39,381 39,110 118,066 116,982
General and administrative
expenses 5,243 5,351 16,105 17,105
________ ________ ________ ________
116,834 113,110 342,813 341,211
________ ________ ________ ________
Income from operations 9,447 13,974 28,536 35,352
Interest expense (1,645) (1,165) (3,954) (3,611)
Other income, net 573 338 1,872 1,238
________ ________ ________ ________
Income before income taxes 8,375 13,147 26,454 32,979
Provision for income taxes 2,540 4,371 8,831 11,312
________ ________ ________ ________
Net income $ 5,835 $ 8,776 $ 17,623 $ 21,667
________ ________ ________ ________
Net income per share - basic and
assuming dilution $.26 $.39 $.79 $.96
________ ________ ________ ________
Cash dividends per share $.20 $.20 $.60 $.60
________ ________ ________ ________
Average number of shares outstanding 22,420 22,420 22,420 22,680
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
May 31, August 31,
2000 1999
____ ____
(Thousands of dollars)
ASSETS
Current assets:
Cash and cash equivalents $ 1,607 $ 286
Trade accounts and other receivables 467 584
Food and supply inventories 3,930 3,686
Prepaid expenses 4,479 4,552
Deferred income taxes 1,417 956
________ ________
Total current assets 11,900 10,064
Property held for sale 11,865 12,322
Investments and other assets 6,004 9,221
Property, plant, and equipment - at cost, net 344,680 314,418
________ ________
$374,449 $346,025
________ ________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 18,753 $ 19,686
Dividends payable 4,484 4,484
Accrued expenses and other liabilities 21,191 25,260
Income taxes payable (2,669) 382
________ ________
Total current liabilities 41,759 49,812
Long-term debt 109,000 78,000
Deferred income taxes and other credits 16,236 15,009
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 27,175 27,096
Retained earnings 277,336 273,165
Less cost of treasury stock (105,826) (105,826)
________ ________
Total shareholders' equity 207,454 203,204
________ ________
$374,449 $346,025
________ ________
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
May 31,
2000 1999
____ ____
(Thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 17,623 $ 21,667
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 16,847 14,886
Decrease in accrued expenses and
other liabilities (4,069) (2,686)
Other, net (3,906) 5,311
_______ _______
Net cash provided by operating activities 26,495 39,178
_______ _______
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property held for sale 1,010 5,020
Purchases of land held for future use (2,905) (4,563)
Purchases of property, plant, and equipment (40,827) (16,636)
_______ _______
Net cash used in investing activities (42,722) (16,179)
_______ _______
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit agreement 31,000 1,000
Purchases of treasury stock --- (13,389)
Dividends paid (13,452) (13,674)
_______ _______
Net cash provided by (used in)
financing activities 17,548 (26,063)
_______ _______
Net increase (decrease) in cash and
cash equivalents 1,321 (3,064)
Cash and cash equivalents at beginning of period 286 3,760
_______ _______
Cash and cash equivalents at end of period $ 1,607 $ 696
_______ _______
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
<TABLE>
LUBY'S, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Nine Months Ended May 31, 2000 and 1999
(UNAUDITED)
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, 1998 $8,769 $(92,907) $27,012 $262,540 $205,414
Net income for the period --- --- --- 21,667 21,667
Common stock issued under
benefit plans, net of shares
tendered in partial payment
and including tax benefits --- 21 37 --- 58
Cash dividends --- --- --- (13,504) (13,504)
Purchases of treasury stock --- (12,918) --- --- (12,918)
______ _________ _______ ________ ________
Balance at May 31, 1999 $8,769 $(105,804) $27,049 $270,703 $200,717
______ _________ _______ ________ ________
Balance at August 31, 1999 $8,769 $(105,826) $27,096 $273,165 $203,204
Net income for the period --- --- --- 17,623 17,623
Common stock issued under
benefit plans, net of shares
tendered in partial payment
and including tax benefits --- --- 79 --- 79
Cash dividends --- --- --- (13,452) (13,452)
______ _________ _______ ________ ________
Balance at May 31, 2000 $8,769 $(105,826) $27,175 $277,336 $207,454
______ _________ _______ ________ ________
</TABLE>
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued).
LUBY'S, INC.
NOTES TO FINANCIAL STATEMENTS
May 31, 2000
(UNAUDITED)
Note 1: The accompanying unaudited financial statements are presented in
accordance with the requirements of Form 10-Q and, consequently, do
not include all of the disclosures normally required by generally
accepted accounting principles. 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.
These financial statements should be read in conjunction with the
consolidated financial statements and footnotes included in Luby's
annual report on Form 10-K for the year ended August 31, 1999. The
accounting policies used in preparing these consolidated financial
statements are the same as those described in Luby's annual report on
Form 10-K.
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 $1,321,000 from the end of the preceding
fiscal year to May 31, 2000. All capital expenditures for fiscal 2000 are
being funded from cash flows from operations, cash equivalents, and long-term
debt. Capital expenditures for the nine months ended May 31, 2000, were
$43,732,000. As of May 31, 2000, the company owned three undeveloped land
sites, two land sites on which restaurants were under construction, and several
properties held for sale.
To fund capital expenditures, the company required external financing and
borrowed funds under a $125,000,000 line-of-credit agreement. As of May 31,
2000, the amount outstanding under this line of credit was $109,000,000. 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, 2000 compared to the quarter ended May 31, 1999
_____________________________________________________________________
Sales decreased $803,000, or 0.6%, primarily due to the closing of ten
restaurants in fiscal year 1999 and three restaurants in fiscal year 2000 and a
decline of 4.1% during the quarter in sales volumes at restaurants opened over
18 months. This decline was partially offset by the addition of 11 new
restaurants in fiscal 2000 and four during fiscal year 1999.
Cost of food increased $3,235,000, or 10.9%, due to various factors including
efforts to increase dinner sales by offering more higher-end entrees such as
steak, shrimp, and prime rib and efforts to drive customer traffic in various
markets by offering discount coupons. In addition, higher commodity prices,
especially for pork, beef and vegetables, had a negative impact on food costs.
Although sales declined, payroll and related costs increased slightly due to
higher hourly wage rates related to tight labor markets for entry-level
employees, which was offset by initiatives to be more labor efficient in the
restaurants by using fewer labor hours. Occupancy and other operating expenses
increased slightly due to various factors including higher preopening expenses
associated with more new store openings as compared to prior year; higher
depreciation associated with the new stores, restaurant remodels, and an
increase in technology-related spending; higher food-to-go packaging costs
related to increased food-to-go sales; and higher credit card fees due to
increased credit card usage versus prior year. These increases were partially
offset by lower uniform expense due to the completion of the rollout of a new
uniform program, lower advertising expenditures, and lower management
incentive pay. General and administrative expenses decreased $108,000, or
2.0%, primarily because of lower expenses for profit sharing and bonuses.
Interest expense increased $480,000, or 41.2%, due to higher average borrowings
under the line-of-credit agreement and a higher weighted average interest rate
during the current period as compared to the same period last year.
Other income increased $235,000 due primarily to the recording of a tenant
lease buyout during the current period.
The provision for income taxes declined $1,831,000, or 41.9%, due to lower
income before income taxes and because the effective tax rate decreased from
33.2% to 30.3%. The lower effective tax rate was due to the completion of a
Federal tax audit covering several periods which resulted in favorable
determinations in areas where conservative provisions were previously made
regarding job tax credits.
Nine months ended May 31, 2000 compared to the nine months ended May 31, 1999
_____________________________________________________________________________
Sales decreased $5,214,000, or 1.4%, primarily due to the closing of ten
restaurants in fiscal 1999 and three restaurants in fiscal 2000. This decline
was partially offset by the addition of 11 new restaurant in fiscal 2000 and
four in fiscal 1999. In addition, sales volumes at restaurants opened over 18
months decreased approximately 3.3%.
Cost of food increased $1,435,000, or 1.6%, due to various factors including
our efforts to increase dinner sales by offering more higher-end entrees such
as steak, shrimp, and prime rib and our efforts to drive customer traffic in
various markets by offering discount coupons. In addition, higher commodity
prices, especially for pork, beef and vegetables, had a negative impact on food
costs. Payroll and related costs remained fairly flat in comparison to the
prior year. Pressure from higher hourly wage rates was offset by the usage of
fewer labor hours in the restaurants. Occupancy and other operating expenses
increased $1,084,000, or 0.9%, due primarily to higher preopening expenses
associated with more new store openings as compared to the prior year; higher
credit card fees due to increased credit card usage versus prior year; higher
food-to-go packaging costs related to increased food-to-go sales; and higher
depreciation expense associated with the new stores, restaurant remodels, and
an increase in technology-related spending. These increases were partially
offset by lower uniform expense due to the completion of the rollout of the new
uniform program, lower advertising expenditures, and lower management
incentive pay. General and administrative expenses declined $1,000,000 or
5.8%, primarily because of lower expenses for profit sharing and bonuses.
Interest expense increased $343,000, or 9.5%, due to higher average borrowings
under the line-of-credit agreement and a higher weighted average interest rate.
Other income increased $634,000 due primarily to the recording of gains on the
sale of properties which were held for sale and the recording of a tenant lease
buyout.
The provision for income taxes decreased $2,481,000, or 21.9%, due primarily to
lower income before income taxes. In addition, the effective tax rate
decreased from 34.3% to 33.4%. This is due to the completion of a Federal tax
audit covering several periods which resulted in favorable determinations in
several areas.
The Year 2000
______________
The Year 2000 has not posed significant operational problems for the company's
computer systems. To date, there have been no major disruptions which have had
an adverse effect on the company's consolidated financial position, results of
operations, and cash flows. The company intends to continue to monitor any
Year 2000 concerns that might develop. The cost of the Year 2000 project was
approximately $200,000, primarily for services and costs of updating some
existing software.
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, as well as
other risks and uncertainties disclosed in periodic reports on Form 10-K.
Part II - OTHER INFORMATION (continued)
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
___ ________
3(a) Certificate of Incorporation of Luby's, Inc., as currently in
effect (filed as Exhibit 3(b) to the company's Quarterly Report on
Form 10-Q for the quarter ended May 31, 1999, and incorporated
herein by reference).
3(b) Bylaws of Luby's, Inc. as currently in effect (filed as 3(c) to the
company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998, 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).
4(g) ISDA Master Agreement dated June 17, 1997, between Luby's
Cafeterias, Inc. and NationsBank, N.A., with Schedule and
Confirmation dated July 7, 1997 (filed as Exhibit 4(g) to the
company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1997, and incorporated herein by reference).
4(h) ISDA Master Agreement dated July 2, 1997, between Luby's
Cafeterias, Inc. and Texas Commerce Bank National Association, with
Schedule and Confirmation dated July 2, 1997 (filed as Exhibit 4(h)
to the company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1997, and incorporated herein by reference).
4(i) Second Amendment to Credit Agreement dated July 3, 1997, among
Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas,
N.A. (filed as Exhibit 4(i) to the company's Annual Report on Form
10-K for the fiscal year ended August 31, 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) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the
shareholders 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(d) 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(e) 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(f) 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(g) Nonemployee Director Deferred Compensation Plan of Luby's
Cafeterias, Inc. adopted October 27, 1994 (filed as Exhibit 10(g)
to the company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1994, and incorporated herein by reference).*
10(h) 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(i) Amendment to Nonemployee Director Deferred Compensation Plan of
Luby's Cafeterias, Inc. adopted March 19, 1998 (filed as Exhibit
10(o) to the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1998, and incorporated herein by
reference).*
10(j) Amended and Restated Nonemployee Director Stock Option Plan of
Luby's, Inc. approved by the shareholders of Luby's, Inc. on
January 14, 2000 (filed as Exhibit 10(j) to the company's Quarterly
Report on Form 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference).*
10(k) 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(l) 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(m) 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(n) Amendment to Luby's Cafeterias, Inc. Supplemental Executive
Retirement Plan adopted January 9, 1998 (filed as Exhibit 10(u) to
the company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1999, and incorporated herein by reference).*
10(o) Amendment to Luby's Cafeterias, Inc. Supplemental Executive
Retirement Plan adopted May 21,1999 (filed as Exhibit 10(q) to the
company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1999, and incorporated herein by reference).*
10(p) Employment Agreement dated September 15, 1997, between Luby's
Cafeterias, Inc. and Barry J.C. Parker (filed as Exhibit 10(u) to
the company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1997, and incorporated herein by reference).*
10(q) Amendment dated January 8, 1999, to Employment Agreement between
Luby's Cafeterias, Inc. and Barry J.C. Parker (filed as Exhibit
10(r) to the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1998, and incorporated herein by
reference).*
10(r) Amendment dated October 15, 1999, to Employment Agreement between
Luby's Cafeterias, Inc. and Barry J.C. Parker (filed as Exhibit
10(s) to the company's Annual Report on Form 10-K to the fiscal
year ended August 31, 1999, and incorporated herein by reference).*
10(s) Term Promissory Note of Barry J.C. Parker in favor of Luby's
Cafeterias, Inc. dated November 10, 1997, in the original principal
sum of $199,999.00 (filed as Exhibit 10(v) to the company's Annual
Report on Form 10-K for the fiscal year ended August 31, 1997, and
incorporated herein by reference).*
10(t) Stock Agreement dated November 10, 1997, between Barry J.C. Parker
and Luby's Cafeterias, Inc. (filed as Exhibit 10(w) to the
company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1997, and incorporated herein by reference).*
10(u) Luby's Cafeterias, Inc. Nonemployee Director Phantom Stock Plan
adopted March 19, 1998 (filed as Exhibit 10(aa) to the company's
Quarterly Report on Form 10-Q for the quarter ended February 28,
1998, and incorporated herein by reference).*
10(v) Salary Continuation Agreement dated May 14, 1998, between Luby's
Cafeterias, Inc. and Sue Elliott (filed as Exhibit 10(cc) to the
company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1998, and incorporated herein by reference).*
10(w) Salary Continuation Agreement dated June 1, 1998, between Luby's
Cafeterias, Inc. and Alan M. Davis (filed as Exhibit 10(dd) to the
company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1998, and incorporated herein by reference).*
10(x) Luby's Incentive Stock Plan adopted October 16, 1998 (filed as
Exhibit 10(cc) to the company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1998, and incorporated herein by
reference).*
10(y) Incentive Bonus Plan for Fiscal 1999 adopted October 16, 1998
(filed as Exhibit 10(dd) to the company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1998, and
incorporated herein by reference).*
10(z) Form of Change in Control Agreement entered into between Luby's,
Inc. and Barry J.C. Parker, President and Chief Executive Officer,
as of January 8, 1999 (filed as Exhibit 10(z) to the company's
Quarterly Report on Form 10-Q for the quarter ended February 28,
1999, and incorporated herein by reference).*
10(aa) Form of Change in Control Agreement entered into between Luby's,
Inc. and each of its Senior Vice Presidents as of January 8, 1999
(filed as Exhibit 10(aa) to the company's Quarterly Report on Form
10-Q for the quarter ended February 28, 1999, and incorporated
herein by reference).*
10(bb) Luby's, Inc. Deferred Compensation Plan effective June 1, 1999
(filed as Exhibit 10(cc) to the company's Quarterly Report on
Form 10-Q for the quarter ended May 31, 1999, and incorporated
herein by reference).*
10(cc) Luby's, Inc. Incentive Bonus Plan for Fiscal 2000 (filed as Exhibit
10(dd) to the company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1999, and incorporated herein by reference).*
11 Statement re computation of per share earnings.
99(a) Corporate Governance Guidelines of Luby's, Inc. as amended
January 14, 2000 (filed as Exhibit 99(a) to the company's Quarterly
Report on Form 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference).
*Denotes management contract or compensatory plan or arrangement.
(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, INC.
(Registrant)
By: BARRY J.C. PARKER
_____________________
Barry J.C. Parker
President and
Chief Executive Officer
By: LAURA M. BISHOP
______________________
Laura M. Bishop
Senior Vice President and
Chief Financial Officer
Dated: July 10, 2000
EXHIBIT INDEX
Number Document
______ ________
3(a) Certificate of Incorporation of Luby's, Inc., as
currently in effect (filed as Exhibit 3(b) to the
company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1999, and incorporated herein
by reference).
3(b) Bylaws of Luby's, Inc. as currently in effect (filed
as 3(c) to the company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1998, 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).
4(g) ISDA Master Agreement dated June 17, 1997, between
Luby's Cafeterias, Inc. and NationsBank, N.A., with
Schedule and Confirmation dated July 7, 1997 (filed
as Exhibit 4(g) to the company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1997,
and incorporated herein by reference).
4(h) ISDA Master Agreement dated July 2, 1997, between
Luby's Cafeterias, Inc. and Texas Commerce Bank
National Association, with Schedule and Confirmation
dated July 2, 1997 (filed as Exhibit 4(h) to the
company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1997, and incorporated herein
by reference).
4(i) Second Amendment to Credit Agreement dated July 3,
1997, among Luby's Cafeterias, Inc., Certain Lenders,
and NationsBank of Texas, N.A. (filed as Exhibit 4(i)
to the company's Annual Report on Form 10-K for the
fiscal year ended August 31, 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) Performance Unit Plan of Luby's Cafeterias, Inc. approved
by the shareholders 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(d) 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(e) 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(f) 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(g) Nonemployee Director Deferred Compensation Plan of
Luby's Cafeterias, Inc. adopted October 27, 1994 (filed
as Exhibit 10(g) to the company's Quarterly Report on Form
10-Q for the quarter ended November 30, 1994, and
incorporated herein by reference).*
10(h) 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(i) Amendment to Nonemployee Director Deferred Compensation
Plan of Luby's Cafeterias, Inc. adopted March 19, 1998
(filed as Exhibit 10(o) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1998,
and incorporated herein by reference).*
10(j) Amended and Restated Nonemployee Director Stock Option
Plan of Luby's, Inc. approved by the shareholders of
Luby's, Inc. on January 14, 2000 (filed as Exhibit 10(j)
to the company's Quarterly Report on Form 10-Q for the
quarter ended February 29, 2000, and incorporated
herein by reference).*
10(k) 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(l) 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(m) 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(n) Amendment to Luby's Cafeterias, Inc. Supplemental
Executive Retirement Plan adopted January 9, 1998
(filed as Exhibit 10(u) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1999,
and incorporated herein by reference).*
10(o) Amendment to Luby's Cafeterias, Inc. Supplemental
Executive Retirement Plan adopted May 21,1999 (filed
as Exhibit 10(q) to the company's Quarterly Report on
Form 10-Q for the quarter ended May 31, 1999, and
incorporated herein by reference).*
10(p) Employment Agreement dated September 15, 1997, between
Luby's Cafeterias, Inc. and Barry J.C. Parker (filed as
Exhibit 10(u) to the company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1997, and incorporated
herein by reference).*
10(q) Amendment dated January 8, 1999, to Employment Agreement
between Luby's Cafeterias, Inc. and Barry J.C. Parker
(filed as Exhibit 10(r) to the company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1998,
and incorporated herein by reference).*
10(r) Amendment dated October 15, 1999, to Employment Agreement
between Luby's Cafeterias, Inc. and Barry J.C. Parker
(filed as Exhibit 10(s) to the company's Annual Report on
Form 10-K to the fiscal year ended August 31, 1999,
and incorporated herein by reference).*
10(s) Term Promissory Note of Barry J.C. Parker in favor
of Luby's Cafeterias, Inc. dated November 10, 1997, in the
original principal sum of $199,999.00 (filed as Exhibit
10(v) to the company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1997, and incorporated
herein by reference).*
10(t) Stock Agreement dated November 10, 1997, between Barry
J.C. Parker and Luby's Cafeterias, Inc. (filed as Exhibit
10(w) to the company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1997, and incorporated
herein by reference).*
10(u) Luby's Cafeterias, Inc. Nonemployee Director Phantom
Stock Plan adopted March 19, 1998 (filed as Exhibit 10(aa)
to the company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1998, and incorporated
herein by reference).*
10(v) Salary Continuation Agreement dated May 14, 1998, between
Luby's Cafeterias, Inc. and Sue Elliott (filed as Exhibit
10(cc) to the company's Quarterly Report on Form 10-Q
for the quarter ended May 31, 1998, and incorporated
herein by reference).*
10(w) Salary Continuation Agreement dated June 1, 1998, between
Luby's Cafeterias, Inc. and Alan M. Davis (filed as Exhibit
10(dd) to the company's Quarterly Report on Form 10-Q
for the quarter ended May 31, 1998, and incorporated herein
by reference).*
10(x) Luby's Incentive Stock Plan adopted October 16, 1998 (filed
as Exhibit 10(cc) to the company's Annual Report on Form
10-K for the fiscal year ended August 31, 1998, and
incorporated herein by reference).*
10(y) Incentive Bonus Plan for Fiscal 1999 adopted October 16,
1998 (filed as Exhibit 10(dd) to the company's Annual
Report on Form 10-K for the fiscal year ended August 31,
1998, and incorporated herein by reference).*
10(z) Form of Change in Control Agreement entered into between
Luby's, Inc. and Barry J.C. Parker, President and Chief
Executive Officer, as of January 8, 1999 (filed as Exhibit
10(z) to the company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1999, and incorporated
herein by reference).*
10(aa) Form of Change in Control Agreement entered into between
Luby's, Inc. and each of its Senior Vice Presidents as of
January 8, 1999 (filed as Exhibit 10(aa) to the company's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1999, and incorporated herein by
reference).*
10(bb) Luby's, Inc. Deferred Compensation Plan effective June 1,
1999 (filed as Exhibit 10(cc) to the company's Quarterly
Report on Form 10-Q for the quarter ended May 31, 1999,
and incorporated herein by reference).*
10(cc) Luby's, Inc. Incentive Bonus Plan for Fiscal 2000 (filed as
Exhibit 10(dd) to the company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1999, and incorporated
herein by reference).*
11 Statement re computation of per share earnings.
99(a) Corporate Governance Guidelines of Luby's, Inc. as amended
January 14, 2000 (filed as Exhibit 99(a) to the company's
Quarterly Report on Form 10-Q for the quarter ended
February 29, 2000, and incorporated herein by reference).
*Denotes management contract or compensatory plan or arrangement.
