-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HAmR+cW4C6kgioLPUZJf/xPhig/fsnp1krI0YKsavRI+FSCXPBVNaV0ocU13gRrA sY33LNm3PhgNI1T9NHQMLg== 0000950129-00-006129.txt : 20001228 0000950129-00-006129.hdr.sgml : 20001228 ACCESSION NUMBER: 0000950129-00-006129 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001227 GROUP MEMBERS: CHRISTOPHER JAMES PAPPAS GROUP MEMBERS: HARRIS JAMES PAPPAS GROUP MEMBERS: PAPPAS CHRISTOPHER JAMES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LUBYS CAFETERIAS 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 SEC ACT: SEC FILE NUMBER: 005-10634 FILM NUMBER: 795849 BUSINESS ADDRESS: STREET 1: 2211 NE LOOP 410 STREET 2: P O BOX 33069 CITY: SAN ANTONIO STATE: TX ZIP: 78265-3069 BUSINESS PHONE: 2106549000 FORMER COMPANY: FORMER CONFORMED NAME: CAFETERIAS INC DATE OF NAME CHANGE: 19810126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAPPAS CHRISTOPHER JAMES CENTRAL INDEX KEY: 0001130636 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 642 YALE CITY: HOUSTON STATE: TX ZIP: 77007 BUSINESS PHONE: 7138690151 SC 13D 1 h82873sc13d.txt HARRIS & CHRISTOPHER PAPPAS FOR LUBY'S INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)* LUBY'S, INC. ............................................................................... (Name of Issuer) COMMON STOCK, $.32 PAR VALUE PER SHARE ............................................................................... (Title of Class of Securities) 549282101 ............................................................................... (CUSIP Number) FRANK MARKANTONIS 642 YALE ST. HOUSTON, TEXAS 77007 (713) 869-0151 ............................................................................... (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 16, 2000 ............................................................................... (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 [ ]. 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). Page 1 of 10 Pages 2 CUSIP NO. 549282101 13 D Page 2 of 10 Pages - ------------------------------------------------------------------------------- NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 HARRIS JAMES PAPPAS - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X] (B) [ ] - ------------------------------------------------------------------------------- SEC USE ONLY 3 - ------------------------------------------------------------------------------- SOURCE OF FUNDS 4 PF - ------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 5 [ ] - ------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 UNITED STATES CITIZEN - ------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER SHARES 7 BENEFICIALLY 671,900 OWNED ------------------------------------------------------ BY EACH SHARED VOTING POWER REPORTING 8 PERSON 0 WITH ------------------------------------------------------ SOLE DISPOSITIVE POWER 9 671,900 ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 671,900 - ------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [ ] - ------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 3.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- Page 2 of 10 Pages 3 CUSIP NO. 549282101 13 D Page 3 of 10 Pages - ------------------------------------------------------------------------------- NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 CHRISTOPHER JAMES PAPPAS - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] - ------------------------------------------------------------------------------- SEC USE ONLY 3 - ------------------------------------------------------------------------------- SOURCE OF FUNDS 4 PF - ------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 5 [ ] - ------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 UNITED STATES CITIZEN - ------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER SHARES 7 BENEFICIALLY 671,900 OWNED ------------------------------------------------------ BY EACH SHARED VOTING POWER REPORTING 8 PERSON 0 WITH ------------------------------------------------------ SOLE DISPOSITIVE POWER 9 671,900 ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 671,900 - ------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [ ] - ------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 3.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- Page 3 of 10 Pages 4 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. The equity securities to which this statement relates are the common stock, $.32 par value per share (the "Common Stock"), of Luby's, Inc., a Delaware corporation (the "Company"). The Company's principal executive offices are located at 2211 Northeast Loop 410, Post Office Box 33069, San Antonio, Texas 78265- 3069. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed jointly by Harris James Pappas ("H. Pappas") and Christopher James Pappas ("C. Pappas"). C. Pappas and H. Pappas are each referred to herein, individually, as a "Shareholder" and together as the "Shareholders". Both Shareholders are self employed in the restaurant business as the principal owners of Pappas Partners, L.P. and Pappas Restaurants, Inc., whose address is 642 Yale Street, Houston, Texas 77007. Each Shareholder is a United States citizen. During the last five years, neither of the Shareholders has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which either was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Each Shareholder purchased his shares of the Company's Common Stock using personal funds and from routine margin borrowings through standard margin agreements with broker A.G. Edwards & Sons, Inc. The amount of funds used to purchase the Common Stock are, in the aggregate, $3,285,274 and $3,255,715 for H. Pappas and C. Pappas, respectively. ITEM 4. PURPOSE OF TRANSACTION. The Shareholders intend to use their holdings, in cooperation with the Company's Board of Directors and management, to have an influence on the future of the Company. In these regards the Shareholders have discussed with representatives of the Company, including certain directors, the possibility of their, and one of their representatives, being elected to the Board of Directors (which could result in a change in composition or size of the Board of Directors) and the possibility of their taking some active role in the Company's management and operations and, in connection therewith, taking additional equity interests in the Company directly from the Company or otherwise investing in the Company. No understandings or agreements have been reached in such regards, and there can be no assurance that any will be reached or even that such discussions will lead to specific negotiations in such regards. Otherwise, at present, the Shareholders have no plans or proposals that would involve them seeking voting control of the Company or acquiring additional shares in the market that would result in their holding a substantial additional percentage of the outstanding shares of the Company, any extraordinary corporate transaction, any other change in the Board of Directors or management, any other change with respect to the Company's capitalization, corporate structure, charter or bylaws or any change that would affect the Company's stock exchange listing or registration with the Securities and Exchange Commission. The Shareholders may, however, make additional purchases or, possibly, sales of shares of Common Stock from time to time. Page 4 of 10 Pages 5 ITEM 5. INTEREST IN SECURITIES OF ISSUER. (a) Aggregate Number and Percentage of Shares OwneD. As of the date of this schedule, the Shareholders beneficially own an aggregate of 1,343,800 shares of Common Stock. The Shareholders beneficially own in the aggregate 5.99% of the issued and outstanding shares of Common Stock, such percentage being calculated by dividing 1,343,800 (the number of shares of Common Stock beneficially owned by the Shareholders) by 22,420,375 (the number of issued and outstanding shares of Common Stock as of November 27, 2000, as reported in the Company's Form 10-K for the Fiscal Year ended August 31, 2000). Each Shareholder owns beneficially such number of shares of Common Stock as are set forth below: H. Pappas 671,900 C. Pappas 671,900 ----------- TOTAL 1,343,800 Each Shareholder disclaims beneficial ownership of any shares of Common Stock held of record by the other Shareholder. (b) Number of Shares Beneficially Owned by the Shareholders. Harris James Pappas H. Pappas has sole power to vote, and to dispose of, 671,900 shares of Common Stock, such shares being beneficially owned individually by him. Christopher James Pappas C. Pappas has sole power to vote, and to dispose of, 671,900 shares of Common Stock, such number of shares being beneficially owned individually by him (c) The following table sets forth all of the transactions in Common Stock made by each Shareholder over the past 60 days. All such transactions were open-market purchases made through brokerage transactions. Harris James Pappas ------------------- Number of Shares Funds Used to Price Per Date of Purchase Purchased Purchase Shares Share ---------------- --------- --------------- ----- 10/16/00 10,000 $43,125.00 $4.3125 10/16/00 30,000 $132,981.00 $4.4327 10/16/00 10,000 $44,375.00 $4.4375 10/16/00 10,000 $43,750.00 $4.375 10/17/00 12,500 $55,468.75 $4.4375 10/30/00 42,300 $222,756.03 $5.2661 Page 5 of 10 Pages 6 10/31/00 66,500 $353,327.80 $5.3132 11/2/00 35,000 $195,625.50 $5.5893 11/3/00 20,000 $111,250.00 $5.5625 11/6/00 15,000 $82,032.00 $5.4688 11/7/00 19,850 $102,580.83 $5.1678 11/8/00 22,800 $118,605.60 $5.202 11/9/00 25,100 $132,407.52 $5.2752 11/10/00 5,000 $27,187.50 $5.4375 11/13/00 27,500 $151,219.75 $5.4989 11/14/00 24,500 $135,534.00 $5.532 11/16/00 88,750 $465,937.50 $5.25 11/17/00 10,000 $51,250.00 $5.125 11/20/00 7,800 $39,875.16 $5.1122 11/22/00 12,500 $63,437.50 $5.075 11/27/00 17,600 $88,624.80 $5.0355 11/28/00 18,750 $92,030.63 $4.9083 11/30/00 13,750 $66,405.63 $4.8295 12/5/00 2,000 $9,125.00 $4.5625 12/6/00 7,500 $33,699.75 $4.4933 12/7/00 5,000 $21,250.00 $4.25 12/15/00 20,000 $73,750.00 $3.6875 12/15/00 11,500 $40,871.00 $3.554 12/19/00 22,500 $81,067.50 $3.603 12/20/00 18,200 $61,082.84 $3.3562 12/21/00 20,000 $73,320.00 $3.666 12/22/00 20,000 $73,320.00 $3.616 Page 6 of 10 Pages 7 Christopher James Pappas ------------------------ Number of Shares Funds Used to Price Per Date of Purchase Purchased Purchase Shares Share ---------------- --------- --------------- ----- 10/16/00 10,000 $ 43,125.00 $4.3125 10/16/00 30,000 $132,981.00 $4.4327 10/16/00 10,000 $44,375.00 $4.4375 10/16/00 10,000 $43,750.00 $4.375 10/17/00 12,500 $55,468.75 $4.4375 10/18/00 25,000 $120,325.00 $4.813 10/18/00 24,100 $127,416.70 $5.287 10/25/00 25,600 $136,069.12 $5.3152 10/25/00 1,300 $6,825.00 $5.25 10/25/00 1,000 $5,250.00 $5.25 10/26/00 30,700 $164,868.21 $5.3703 10/27/00 4,000 $20,500.00 $5.125 10/27/00 4,000 $20,750.00 $5.1875 10/27/00 34,600 $175,643.44 $5.0764 10/30/00 13,500 $71,092.35 $5.2661 11/6/00 15,000 $82,032.00 $5.4688 11/7/00 19,850 $102,580.83 $5.1678 11/8/00 22,800 $118,605.60 $5.202 11/9/00 25,100 $132,407.52 $5.2752 11/10/00 5,000 $27,187.50 $5.4375 11/13/00 27,500 $151,219.75 $5.4989 11/14/00 24,500 $135,534.00 $5.532 11/16/00 88,750 $465,937.50 $5.25 11/17/00 10,000 $51,250.00 $5.125 11/20/00 7,800 $39,875.16 $5.1122 11/22/00 12,500 $63,437.50 $5.075 11/27/00 17,600 $88,624.80 $5.0355 Page 7 of 10 Pages 8 11/28/00 18,750 $92,030.63 $4.9083 11/30/00 13,750 $66,405.63 $4.8295 12/5/00 2,000 $9,125.00 $4.5625 12/6/00 7,500 $33,699.75 $4.4933 12/7/00 5,000 $21,250.00 $4.25 12/15/00 20,000 $73,750.00 $3.6875 12/15/00 11,500 $40,871.00 $3.554 12/19/00 22,500 $81,067.50 $3.603 12/20/00 18,200 $61,082.84 $3.3562 12/21/00 20,000 $73,320.00 $3.666 12/22/00 20,000 $76,980.58 $3.849 (D) Not applicable. (E) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER. Other than the general understandings of H. Pappas and C. Pappas as set forth in Item 4 above to act together as described, there are no contracts, arrangements, understandings or relationships between any of the Shareholders with respect to the Common Stock of the Company. 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, among Harris James Pappas and Christopher James Pappas. Page 8 of 10 Pages 9 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: December 26, 2000 /s/ Harris James Pappas ----------------------------------------- Harris James Pappas /s/ Christopher James Pappas ----------------------------------------- Christopher James Pappas Page 9 of 10 Pages 10 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, among Harris James Pappas and Christopher James Pappas. EX-99.A 2 h82873ex99-a.txt AGREEMENT FOR JOINT FILING 1 EXHIBIT A --------- AGREEMENT FOR JOINT FILING PURSUANT TO RULE 13D-1(F)(1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Pursuant to 17 CFR 240.13D-1(F)(1) under the Securities Exchange Act of 1934, as amended, the undersigned do hereby agree in writing that a Schedule 13D with respect to the common stock of Luby's, Inc. be and is filed on behalf of each of them. The undersigned further recognize that each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of any information concerning them contained therein. The undersigned further constitute and appoint each other as their lawful attorney-in-fact and agent, to execute and file such Schedule 13D, and any amendments thereto on their behalf. Dated as of this 26th day of December, 2000. /s/ Harris James Pappas --------------------------------------------- Harris James Pappas /s/ Christopher James Pappas --------------------------------------------- Christopher James Pappas Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----