sc13dza

0000950129-07-005286.txt : 20071105 0000950129-07-005286.hdr.sgml : 20071105 20071102191415 ACCESSION NUMBER: 0000950129-07-005286 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20071105 DATE AS OF CHANGE: 20071102 GROUP MEMBERS: CHRISTOPHER JAMES PAPPAS GROUP MEMBERS: HARRIS JAMES PAPPAS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAPPAS HARRIS J CENTRAL INDEX KEY: 0001240852 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O OCEANEERING INTERNATIONAL INC STREET 2: 11911 FM 529 CITY: HOUSTON STATE: TX ZIP: 77041-3011 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LUBYS INC CENTRAL INDEX KEY: 0000016099 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 741335253 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10635 FILM NUMBER: 071212031 BUSINESS ADDRESS: STREET 1: 13111 NORTHWEST FREEWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: (713) 329 6800 MAIL ADDRESS: STREET 1: 13111 NORTHWEST FREEWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77040 FORMER COMPANY: FORMER CONFORMED NAME: LUBYS CAFETERIAS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CAFETERIAS INC DATE OF NAME CHANGE: 19810126 SC 13D/A 1 h51022a7sc13dza.htm AMENDMENT NO.7 TO SCHEDULE 13D sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

Luby’s, Inc.

(Name of Issuer)

Common Stock, $.32 par value per share

(Title of Class of Securities)

549282101

(CUSIP Number)

Charles H. Still
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010
(713) 651-5151

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

October 26, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		549282101	13D	Page		2		of		10 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Harris James Pappas


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States Citizen

		7	SOLE VOTING POWER

NUMBER OF			3,421,178

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			3,421,178

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,421,178

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	12%

14	TYPE OF REPORTING PERSON

	IN


CUSIP No.		549282101	13D	Page		3		of		10 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Christopher James Pappas


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States Citizen

		7	SOLE VOTING POWER

NUMBER OF			3,421,178

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			3,421,178

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,421,178

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	12%

14	TYPE OF REPORTING PERSON

	IN

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Filed by the Group Pursuant to General Instruction C)

Item 1. Security and Issuer.

No change since the Amendment No. 6 to Schedule 13D was filed on June 29, 2006.

Item 2. Identity and Background.

No change since the Amendment No. 6 to Schedule 13D was filed on June 29, 2006, other than the execution of (i) Amendment No. 1 dated as of October 29, 2007 to Employment Agreement dated as of March 9, 2001 (the “H. Pappas Employment Agreement Amendment”), between Luby’s Inc., a Delaware corporation (the “Company”) and Harris James Pappas (“H. Pappas”), which amended the Employment Agreement with H. Pappas to, among other things, extend the term of employment, (ii) Amendment No. 1 dated as of October 29, 2007 to Employment Agreement dated as of March 9, 2001 (the “C. Pappas Employment Agreement Amendment”), between the Company and Christopher James Pappas (“C. Pappas,” and together with H. Pappas, the “Shareholders,” and each, individually, a “Shareholder”), which amended the Employment Agreement with C. Pappas to, among other things, extend the term of employment, (iii) Second Amendment dated as of October 29, 2007 to Purchase Agreement dated March 9, 2001 (the “Purchase Agreement Amendment”), between the Company and the Shareholders, which amended the Purchase Agreement, as previously amended (the “Purchase Agreement”), to, among other things, raise the maximum percentage ownership threshold, and (iv) Amendment No. 7 dated as of October 29, 2007 to Rights Agreement dated as of April 16, 1991 (the “Rights Agreement Amendment,” and, together with the H. Pappas Employment Agreement Amendment, the C. Pappas Employment Agreement Amendment and the Purchase Agreement Amendment, the “Amendments”), between the Company and American Stock Transfer & Trust Company, as Rights Agent, which amended the Rights Agreement, as previously amended, to be consistent with the Purchase Agreement, as amended by the Purchase Agreement Amendment. The Amendments are attached hereto as exhibits.

Item 3. Source and Amount of Funds or Other Consideration.

No change since the Amendment No. 6 to Schedule 13D was filed on June 29, 2006, other than the use of personal funds to exercise the Options (defined below) as described below in Item 4.

Item 4. Purpose of Transaction.

As disclosed on Schedule 13D filed by the Shareholders, jointly, on December 27, 2000, with the Securities and Exchange Commission (“SEC”), the Shareholders purchased an aggregate of 1,343,800 shares of Common Stock of the Company on the New York Stock Exchange.

As disclosed on the Amendments No. 1, No. 2 and No. 3 to Schedule 13D filed by the Shareholders, jointly, on March 16, 2001, July 23, 2001, and March 27, 2002, respectively, with the SEC, the Shareholders became executive officers and members of the Board of Directors of the Company. In such capacities they have had, and expect to continue to have, the opportunity to influence the management, and affect the performance, of the

Company, subject to the supervision of the Company’s Board. Each Shareholder was granted an option (each, individually, an “Option,” and together, the “Options”) to purchase 1,120,000 shares of common stock, $.32 par value per share, of the Company (the “Common Stock”) at an exercise price of $5 per share, as compensation for his service to the Company. The Options became exercisable by the Shareholders over three years in accordance with a vesting schedule set forth in the Options, and are otherwise subject to the terms, restrictions and limitations set forth in the Options. Notwithstanding the vesting schedule set forth in the Options, the Options became exercisable for 25% of the Common Stock granted pursuant to the Options at any time after the last sale price of the Common Stock exceeded $8.475 for twenty consecutive days on which securities are traded on the New York Stock Exchange (each, a “Trading Day”). As was disclosed on Amendment No. 2 to Schedule 13D, on June 13, 2001 the Options became exercisable for 25% of the Common Stock granted pursuant to the Options. As was disclosed on Amendment No. 3 to Schedule 13D, on March 9, 2002 an additional 25% of the Common Stock granted pursuant to the Options became exercisable by the Shareholders. According to the vesting schedule, the Options became exercisable for 75% of the Common Stock granted pursuant to the Options on March 9, 2003. The vesting schedule further provided that, on March 9, 2004, the Options became exercisable for 100% of the Common Stock granted pursuant to the Options. On October 26, 2007, the Shareholders exercised the Options in full to acquire 2,240,000 shares of Common Stock in the aggregate. The Shareholders continue to hold the shares of Common Stock acquired upon the exercise of the Options.

Also as disclosed on the Amendment No. 1 to Schedule 13D filed on March 16, 2001, the Shareholders entered into a Purchase Agreement with the Company (the “Original Purchase Agreement”) on March 9, 2001 setting forth the Shareholders’ agreed-to investment in the Company. Pursuant to and in accordance with the terms of the Original Purchase Agreement, the Shareholders purchased promissory notes (the “Original Notes”, and, individually, an “Original Note”) in the aggregate principal amount of $10 million—each receiving an Original Note for $5 million. On June 7, 2004, the Shareholders entered into a basic refinancing agreement with the Company (the “Refinancing Agreement”) providing that the Shareholders surrender the Original Notes for cancellation and receive amended and restated promissory notes (the “Notes”, and, individually, a “Note”). The Shareholders and the Company amended the Original Purchase Agreement on June 7, 2004 to refer to the Notes instead of the Original Notes (the “Amended Purchase Agreement”). The Notes were originally issued for the aggregate principal amount of $10 million—each receiving an Original Note for $5 million. The Notes were convertible into shares of Common Stock at the Shareholders’ election (the “Conversion Election”), subject to certain restrictions and limitations set forth in the Notes. Pursuant to and in accordance with the terms of the Notes, the conversion price for the Notes dropped on June 7, 2005 from $5 per share to $3.10 per share. Interest on the Notes was payable in cash. Until June 7, 2004, the Notes were convertible into an aggregate of 2,000,000 shares of Common Stock at the Shareholders’ election. As of June 7, 2005, the Notes became convertible into an aggregate of 3,225,806 shares of Common Stock at the Shareholders’ election, and at such time each Shareholder became the beneficial owner of 1,612,903 shares of Common Stock by reason of his ownership of his Note.

As disclosed on the Amendment No. 5 to Schedule 13D filed on September 15, 2005, on August 31, 2005, the Shareholders exercised the Conversion Election provided in the Notes, each acquiring directly an aggregate of 1,612,903 shares of Common Stock.

On November 8, 2005, each Shareholder was granted an additional option (each, individually, an “Additional Option,” and together, the “Additional Options”) to purchase 65,500 shares of Common Stock at an exercise price of $12.92. The Additional Options will become exercisable by the Shareholders over four years in accordance with a vesting schedule set forth in the Additional Options, and are otherwise subject to the terms, restrictions and limitations set forth in the Additional Options. Vested options must be exercised within six years of grant. On November 8, 2006, one-fourth (1/4) of the Additional Options became exercisable by the Shareholders, and at such time each Shareholder became the beneficial owner of 16,375 shares of Common Stock.

On June 16, 2006, the Company filed with the Securities and Exchange Commission a Registration Statement (File No. 333-135057) on Form S-3 (the “Registration Statement”), which registered the 6,809,606 shares of Common Stock beneficially owned by the Shareholders, in the aggregate, including the shares of Common Stock held by each Shareholder pursuant to the vested Options. The shares of Common Stock represented by the Additional Options were not registered under the Registration Statement as such shares had not vested at the time the Registration Statement was filed. The purpose of the Registration Statement is to give the Shareholders the flexibility to sell the shares of Common Stock beneficially owned by them freely to the public.

This Amendment No. 7 to Schedule 13D reflects (a) the shares of Common Stock purchased by the Shareholders on the New York Stock Exchange, (b) the number of shares of Common Stock purchased by the Shareholders upon the exercise the Options to acquire 100% of the Common Stock granted pursuant to the Options, (c) the number of shares of Common Stock directly held by the Shareholders following the exercise of the Conversion Election provided in the Notes, and (d) the number of shares of Common Stock beneficially owned by the Shareholders arising from their right to exercise one-fourth (1/4) of the Additional Options to acquire 25% of the Common Stock granted pursuant to the Additional Options.

Other than the foregoing, there has been no change since the Amendment No. 6 to Schedule 13D was filed on June 29, 2006.

The Original Purchase Agreement, including the form of Original Notes, and Options are attached as exhibits to the Amendment No. 1 to Schedule 13D filed on March 16, 2001. The Additional Options are attached as exhibits to the Amendment No. 6 to Schedule 13D filed on June 29, 2006. The Amendments are attached as exhibits to this Amendment No. 7 to Schedule 13D.

Item 5. Interest in Securities of Issuer.

	(a)		Aggregate Number and Percentage of Shares Owned.

			As of the date of this Amendment No. 7 to Schedule 13D, the Shareholders beneficially own an aggregate of 6,842,356 shares of Common Stock, which includes an aggregate of 32,750 shares of Common Stock that the Shareholders have a right to acquire pursuant to the exercisable portion of the Additional Options. The Shareholders beneficially own, or have a right to acquire pursuant to the exercisable portion of the Additional Options, in the aggregate 24% of the issued and outstanding Common Stock, such percentage being calculated by dividing 6,842,356 (the number of shares of Common Stock beneficially owned, including those that the Shareholders have a right to acquire pursuant to the Additional Options, by the Shareholders) by 28,393,799 (the number of issued and outstanding shares of Common Stock as of June 15, 2007, as reported in the Company’s Form 10-Q for the quarter ended May 9, 2007 plus the shares issued pursuant to the exercise of the Options). Each Shareholder owns beneficially, including through a right to acquire beneficial ownership, such number of shares of Common Stock as are set forth below:


C. Pappas			3,421,178
H. Pappas			3,421,178


TOTAL			6,842,356

Each Shareholder disclaims beneficial ownership of any shares of Common Stock held of record by the other Shareholder or which the other Shareholder has a right to acquire by option exercise.

	(b)		Number of Shares Beneficially Owned by the Shareholders.

			Harris James Pappas

			H. Pappas has, or could have, sole power to vote, and to dispose of, 3,421,178 shares of Common Stock, which includes 16,375 shares of Common Stock that H. Pappas has a right to acquire pursuant to the exercisable portion of the Additional Option, such shares being beneficially owned by him.


			Christopher James Pappas

			C. Pappas has, or could have, sole power to vote, and to dispose of, 3,421,178 shares of Common Stock, which includes 16,375 shares of Common Stock that C. Pappas has a right to acquire pursuant to the exercisable portion of the Additional Option, such shares being beneficially owned by him.

(c) There has been no change since the Amendment No. 6 to Schedule 13D was filed on June 29, 2006, other than an aggregate of 2,240,000 shares of Common Stock were acquired by the Shareholders upon the exercise of the Options to acquire 100% of the Common Stock granted pursuant to the Options. The Shareholders have not yet exercised the exercisable portion of the Additional Options.

(d) No change since the Amendment No. 6 to Schedule 13D was filed on June 29, 2006.

(e) No change since the Amendment No. 6 to Schedule 13D was filed on June 29, 2006.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer.

No change since the Amendment No. 6 to Schedule 13D was filed on June 29, 2006, except to the extent set forth in Item 2 and Item 4 hereof.

Item 7. Material to be Filed as Exhibits.


Ex. A		Agreement for Joint Filing Pursuant to Rule 13d-1(f)(1) Under the Securities Exchange Act of 1934, dated December 26, 2000, between Harris James Pappas and Christopher James Pappas.

Ex. B		Purchase Agreement, dated as of March 9, 2001, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. C		Employment Agreement, dated as of March 9, 2001, between the Company and Christopher J. Pappas.

Ex. D		Employment Agreement, dated as of March 9, 2001, between the Company and Harris J. Pappas.

Ex. E		Option Agreement, dated as of March 9, 2001, between the Company and Christopher J. Pappas.

Ex. F		Option Agreement, dated as of March 9, 2001, between the Company and Harris J. Pappas.

Ex. G		Registration Rights Agreement, dated as of March 9, 2001, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. H		Form of Basic Refinancing Agreement, dated as of June 7, 2004, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. I		Form of First Amendment to Purchase Agreement, dated as of June 7, 2004, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. J		Option Agreement, dated as of November 8, 2005, between the Company and Christopher J. Pappas.

Ex. K		Option Agreement, dated as of November 8, 2005, between the Company and Harris J. Pappas.

Ex. L		Amendment No. 1 dated as of October 29, 2007 to Employment Agreement dated as of March 9, 2001, between the Company and Christopher J. Pappas.

Ex. M		Amendment No. 1 dated as of October 29, 2007 to Employment Agreement dated as of March 9, 2001, between the Company and Harris J. Pappas.


Ex. N		Second Amendment dated as of October 29, 2007 to Purchase Agreement dated March 9, 2001, as amended, between the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. O		Amendment No. 7 dated as of October 29, 2007 to Rights Agreement dated as of April 16, 1991, as amended, between the Company and American Stock Transfer & Trust Company, as Rights Agent.


*		All Material to be Filed as Exhibits, except Exhibit L, Exhibit M Exhibit N and Exhibit O, have been filed as exhibits to the Schedule 13D filed by the Shareholders with the SEC on December 16, 2000, the Amendment No. 1 to Schedule 13D filed by the Shareholders with the SEC on March 16, 2001, the Amendment No. 4 to Schedule 13D filed by the Shareholders with the SEC on June 6, 2005, or the Amendment No. 6 to Schedule 13D filed by the Shareholders with the SEC on June 29, 2006. Exhibit L, Exhibit M Exhibit N and Exhibit O are filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 5, 2007



	/s/ Harris James Pappas
	Harris James Pappas



	/s/ Christopher James Pappas
	Christopher James Pappas

EXHIBIT INDEX


Ex. A		Agreement for Joint Filing Pursuant to Rule 13d-1(f)(1) Under the Securities Exchange Act of 1934, dated December 26, 2000, between Harris James Pappas and Christopher James Pappas.

Ex. B		Purchase Agreement, dated as of March 9, 2001, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. C		Employment Agreement, dated as of March 9, 2001, between the Company and Christopher J. Pappas.

Ex. D		Employment Agreement, dated as of March 9, 2001, between the Company and Harris J. Pappas.

Ex. E		Option Agreement, dated as of March 9, 2001, between the Company and Christopher J. Pappas.

Ex. F		Option Agreement, dated as of March 9, 2001, between the Company and Harris J. Pappas.

Ex. G		Registration Rights Agreement, dated as of March 9, 2001, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. H		Form of Basic Refinancing Agreement, dated as of June 7, 2004, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. I		Form of First Amendment to Purchase Agreement, dated as of June 7, 2004, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. J		Option Agreement, dated as of November 8, 2005, between the Company and Christopher J. Pappas.

Ex. K		Option Agreement, dated as of November 8, 2005, between the Company and Harris J. Pappas.

Ex. L		Amendment No. 1 dated as of October 29, 2007 to Employment Agreement dated as of March 9, 2001, between the Company and Christopher J. Pappas.

Ex. M		Amendment No. 1 dated as of October 29, 2007 to Employment Agreement dated as of March 9, 2001, between the Company and Harris J. Pappas.

Ex. N		Second Amendment dated as of October 29, 2007 to Purchase Agreement dated March 9, 2001, as amended, between the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. O		Amendment No. 7 dated as of October 29, 2007 to Rights Agreement dated as of April 16, 1991, as amended, between the Company and American Stock Transfer & Trust Company, as Rights Agent.


*		All Material to be Filed as Exhibits, except Exhibit L, Exhibit M Exhibit N and Exhibit O, have been filed as exhibits to the Schedule 13D filed by the Shareholders with the SEC on December 16, 2000, the Amendment No. 1 to Schedule 13D filed by the Shareholders with the SEC on March 16, 2001, the Amendment No. 4 to Schedule 13D filed by the Shareholders with the SEC on June 6, 2005, or the Amendment No. 6 to Schedule 13D filed by the Shareholders with the SEC on June 29, 2006. Exhibit L, Exhibit M Exhibit N and Exhibit O are filed herewith.

EX-99.L 2 h51022a7exv99wl.htm AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT - CHRISTOPHER J. PAPPAS exv99wl

AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT

This Amendment No. 1 (“Amendment”) to the Employment Agreement, dated November 9, 2005 (the “Agreement”), between Luby’s, Inc., a Delaware corporation (“Luby’s” or the “Company”), and Christopher J. Pappas, a resident of Houston, Texas (“Executive”), is executed as of the 29th day of October, 2007 (the “Effective Date”). For purposes of this Amendment, “Luby’s” or the “Company” shall include the subsidiaries of Luby’s. Luby’s and Executive are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”

RECITALS

WHEREAS, prior to this Amendment, the Term of Executive’s employment under the Agreement was scheduled to terminate on August 31, 2008;

WHEREAS, the Company and Executive desire to extend the Term of Executive’s employment for one year, until August 31, 2009;

WHEREAS, Executive has agreed to extend the Term of his employment without any increase in his annual base salary;

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, the Company and Executive agree as follows:

1. Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meaning as in the Agreement, as amended hereby.

2. Amendments.

(a) As of the Effective Date, Section 3 of the Agreement is hereby amended and restated as follows:

“3. Term. Subject to the provisions for termination of employment as provided in Section 8(a), Executive’s employment under this Agreement shall be for a period beginning on the Effective Date and ending on August 31, 2009 (“Term”).”

(b) As of the Effective Date, Section 11(b) of the Agreement is hereby amended and restated as follows:

“(b) Executive agrees that for so long as he is employed by Luby’s and for the Covenant Period he will not without the prior written consent of the Company: (i) knowingly, after due inquiry, sell any shares of Common Stock, or right to acquire Common Stock, to any person or group (as defined in Section 13(d)(3) of the Exchange Act , as amended, and the regulations promulgated thereunder) that would subsequent to such sale Beneficially Own in excess of 10% of the Company’s issued and outstanding Common Stock (1% in the case of industry competitors), (ii) solicit, or participate in a solicitation of proxies or votes or consents to vote any voting securities of the Company

or grant (except to the Company or its representatives or representatives of the Executive) any proxies to vote such securities or subject their shares in the Company to any voting trust or other voting arrangement or agreement, (iii) form, join, or in any way participate in, any group (as defined in Section 13(d)(3) of the Exchange Act, as amended, and the regulations promulgated thereunder) with respect to voting securities of the Company, or (iv) seek, propose, or make any public statement regarding any merger, tender or exchange offer or other business combination involving the Company or any sale, assignment, transfer, lease or other disposition by the Company of all or substantially all of its assets; provided, however, that (A) the covenants contained in this subsection (b) shall terminate and shall be of no further force or effect upon the occurrence of a Change of Control; (B) the covenants contained in clauses (ii) and (iii) of this subsection (b) shall not apply during any period in which there are solicitations by any Person or 13d Group (other than the directors of the Company and other than Executive or Harris J. Pappas or a 13d Group in which Executive or Harris J. Pappas is a participant) of proxies or votes or consents to vote any voting securities of the Company with respect to the election of directors at any annual or special meeting of security holders of the Company or with respect to any other matter, including any shareholder proposal; and (C) the covenant contained in clause (iv) of this subsection (b) shall not apply during the period beginning on the date that any Person or 13d Group proposes a Change of Control to the Company and ending at such time as any such Person or 13d Group shall withdraw, terminate or otherwise definitively cease to make or pursue, and otherwise take any action in furtherance of, any such proposal.”

3. Noncompetition. Executive hereby acknowledges and reaffirms the provisions of Section 11(a) of the Agreement.

4. CONTROLLING LAW. THIS AMENDMENT SHALL BE DETERMINED AND GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS.

5. Severability. If any term or other provision of this Amendment is invalid, illegal, or incapable of being enforced by any rule of applicable law, or public policy, all other conditions and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible.

6. Effect of Amendment. This Amendment shall be binding upon Executive and his heirs, executors, legal representatives, successors and assigns, and Luby’s and its legal representatives, successors and assigns. Except as provided in the preceding sentence, this Amendment, and the rights and obligations of the Parties hereunder, are personal and neither this Amendment, nor any right, benefit, or obligation of either Party hereto, shall be subject to

voluntary or involuntary assignment, alienation, or transfer, whether by operation of law or otherwise, without the prior written consent of the other Party.

7. Execution. This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same counterpart.

[Signatures appear on following page]

IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the Effective Date.



		Christopher J. Pappas

		LUBY’S INC.


		Gasper Mir, III
		Chairman of the Board

[Signature Page to Amendment No. 1 to Employment Agreement]

EX-99.M 3 h51022a7exv99wm.htm AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT - HARRIS J. PAPPAS exv99wm

AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT

This Amendment No. 1 (“Amendment”) to the Employment Agreement, dated November 9, 2005 (the “Agreement”), between Luby’s, Inc., a Delaware corporation (“Luby’s” or the “Company”), and Harris J. Pappas, a resident of Houston, Texas (“Executive”), is executed as of the 29th day of October, 2007 (the “Effective Date”). For purposes of this Amendment, “Luby’s” or the “Company” shall include the subsidiaries of Luby’s. Luby’s and Executive are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”

RECITALS

WHEREAS, prior to this Amendment, the Term of Executive’s employment under the Agreement was scheduled to terminate on August 31, 2008;

WHEREAS, the Company and Executive desire to extend the Term of Executive’s employment for one year, until August 31, 2009;

WHEREAS, Executive has agreed to extend the Term of his employment without any increase in his annual base salary;

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, the Company and Executive agree as follows:

1. Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meaning as in the Agreement, as amended hereby.

2. Amendments.

(a) As of the Effective Date, Section 3 of the Agreement is hereby amended and restated as follows:

(b) As of the Effective Date, Section 11(b) of the Agreement is hereby amended and restated as follows:

any proxies to vote such securities or subject their shares in the Company to any voting trust or other voting arrangement or agreement, (iii) form, join, or in any way participate in, any group (as defined in Section 13(d)(3) of the Exchange Act, as amended, and the regulations promulgated thereunder) with respect to voting securities of the Company, or (iv) seek, propose, or make any public statement regarding any merger, tender or exchange offer or other business combination involving the Company or any sale, assignment, transfer, lease or other disposition by the Company of all or substantially all of its assets; provided, however, that (A) the covenants contained in this subsection (b) shall terminate and shall be of no further force or effect upon the occurrence of a Change of Control; (B) the covenants contained in clauses (ii) and (iii) of this subsection (b) shall not apply during any period in which there are solicitations by any Person or 13d Group (other than the directors of the Company and other than Executive or Christopher J. Pappas or a 13d Group in which Executive or Christopher J. Pappas is a participant) of proxies or votes or consents to vote any voting securities of the Company with respect to the election of directors at any annual or special meeting of security holders of the Company or with respect to any other matter, including any shareholder proposal; and (C) the covenant contained in clause (iv) of this subsection (b) shall not apply during the period beginning on the date that any Person or 13d Group proposes a Change of Control to the Company and ending at such time as any such Person or 13d Group shall withdraw, terminate or otherwise definitively cease to make or pursue, and otherwise take any action in furtherance of, any such proposal.”

3. Noncompetition. Executive hereby acknowledges and reaffirms the provisions of Section 11(a) of the Agreement.

4. CONTROLLING LAW. THIS AMENDMENT SHALL BE DETERMINED AND GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS.

[Signatures appear on following page]

IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the Effective Date.



		Harris J. Pappas

		LUBY’S INC.


		Gasper Mir, III
		Chairman of the Board

[Signature Page to Amendment No. 1 to Employment Agreement]

EX-99.N 4 h51022a7exv99wn.htm SECOND AMENDMENT TO PURCHASE AGREEMENT exv99wn

SECOND AMENDMENT TO PURCHASE AGREEMENT

This SECOND AMENDMENT TO PURCHASE AGREEMENT (the “Amendment”), dated as of October 29, 2007, is by and among Luby’s, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and Harris J. Pappas and Christopher J. Pappas, individuals residing in Houston, Texas (together, the “Noteholders”). Unless otherwise specifically defined herein, each term used herein which is defined in the Purchase Agreement (as defined below) shall have the meaning assigned to such term in the Purchase Agreement.

RECITALS

WHEREAS, each of the Noteholders has agreed to amend the Employment Agreement, dated November 11, 2005, between the Company and such Noteholder, to, among other things, extend his employment with the Company for one year, until August 31, 2009, without any increase in his annual base salary and without any other agreement as to compensation;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree to amend that certain Purchase Agreement, dated March 9, 2001, by and between the Company and the Noteholders, as amended by the First Amendment to Purchase Agreement, dated as of June 7, 2004 (the “Purchase Agreement”), as follows:

1. Amendment of Section 1.1 (Definitions). The following definition in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety, to read as follows:

““Maximum Percentage Ownership” means (i) prior to March 15, 2002, 25%, (ii) from March 15, 2002 and prior to October 29, 2007, 28%, and (iii) on or after October 29, 2007, 33%.”

2. Amendment of Section 5.4 (Standstill). Section 5.4 of the Purchase Agreement is hereby amended to add the following paragraph at the end of such Section 5.4:

”(d) Notwithstanding the foregoing, the Purchasers, together with their Affiliates and Associates and any 13d Group of which they are a part, shall not be deemed to Beneficially Own any Voting Stock or Common Stock of the Company in excess of the Maximum Percentage Ownership solely as the result of an acquisition of Voting Stock or Common Stock by the Company until such time thereafter as the Purchasers, together with their Affiliates and Associates and any 13d Group of which they are a part, shall become the Beneficial Owner (other than by means of a stock dividend or stock split or as a result of thereafter becoming the Beneficial Owner of shares issuable or issued upon the exercise of options to acquire Voting Stock or Common Stock granted to the Purchasers by the Company) of any additional shares of Voting Stock or Common Stock of the Company while the Purchasers, together with their Affiliates and Associates and any 13d Group of which they are a part, otherwise are, or as a result of which the Purchasers, together with their Affiliates and Associates and any 13d Group of which they are a part, otherwise become, the Beneficial Owner of any

Voting Stock or Common Stock of the Company in excess of the Maximum Percentage Ownership.”

3. Counterparts. This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

4. Entire Agreement. This Amendment together with the Purchase Agreement constitutes the entire agreement of the parties hereto and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. There are no representations or warranties, agreements or covenants with respect to the subject matter hereof other than those expressly set forth in this Amendment and the Purchase Agreement.

5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS.

6. Public Announcements. The Company, on the one hand, and Noteholders, on the other, shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Amendment or the transactions contemplated hereby, except for statements required by Law or by any listing agreements with or rules of any national securities exchange or the National Association of Securities Dealers, Inc., or made in disclosures reasonably determined as required to be filed pursuant to the Securities Act or the Exchange Act.

7. Headings. The headings of this Amendment are for convenience or reference only and are not part of the substance of this Amendment.

-2-

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the date first written above.


	LUBY’S, INC.
	By:
	Name:
	Title:


		NOTEHOLDERS:


		Harris J. Pappas


		Christopher J. Pappas

[Signature Page to Second Amendment to Purchase Agreement]

EX-99.O 5 h51022a7exv99wo.htm AMENDMENT NO.7 TO RIGHTS AGREEMENT exv99wo

AMENDMENT NO. 7 TO
RIGHTS AGREEMENT

This Amendment No. 7 to Rights Agreement (this “Amendment”) is made effective as of the 29th day of October, 2007. This Amendment is an amendment to the Rights Agreement, dated as of April 16, 1991, as amended effective as of December 19, 1991, as amended effective as of February 7, 1995, as amended effective as of May 29, 1995, as amended effective as of March 8, 2001, as amended effective as of February 26, 2004, and as amended effective as of March 20, 2007 (the “Rights Agreement”), between Luby’s, Inc., a Delaware corporation (formerly known as Luby’s Cafeterias, Inc. and referred to herein as the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).

RECITALS

WHEREAS, pursuant to and in compliance with Section 27 of the Rights Agreement, the Company and the Rights Agent wish to amend the Rights Agreement as set forth herein;

NOW THEREFORE, the parties hereto agree as follows:

Section 1. Amendments. From and after the effective date of this Amendment, the Rights Agreement shall be amended as follows:

(a) Clause (b)(ii) of the definition of “Maximum Additional Shares” contained within the definition of “Exempt Person” included in Section 1 of the Rights Agreement is hereby amended to replace “28%” with “33%”. The remainder of the definition of “Exempt Person,” including the definition of “Maximum Additional Shares,” shall remain unchanged.

(b) Exhibit A (Form of Right Certificate) and Exhibit B (Summary of Rights to Purchase Common Shares) to the Rights Agreement shall be amended to conform to the changes in the Rights Agreement made and effected pursuant to this Amendment.

Section 2. Remainder of Agreement Not Affected. Except as set forth in Section 1 hereof, the terms and provisions of the Rights Agreement shall remain in full force and effect and are hereby ratified and confirmed.

Section 3. Authority. Each party represents that such party has full power and authority to enter into this Amendment, and that this Amendment constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

Section 4. Definitions, References.

(a) Unless otherwise specifically defined herein, each term used herein which is defined in the Rights Agreement shall have the meaning assigned to such term in the Rights Agreement.

(b) On and after the effective date of this Amendment (i) all references in the Rights Agreement, including Exhibits A and B, to the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by this Amendment, and all prior amendments, and (ii) all references to “hereof,” “hereunder,” “herein,” “hereby” and other similar references contained in the Rights Agreement as well as each reference to “this Agreement” and each other similar reference contained in the Rights Agreement shall refer to the Rights Agreement, as amended.

Section 5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

-2-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested, all as of the day and year first above written.


	LUBY’S, INC.
	By:
	Name:
	Title:


	AMERICAN STOCK TRANSFER & TRUST COMPANY
	By:
	Name:
	Title:

[Signature Page to Amendment No. 7 to Right Agreement]