-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nDWLDYGgIflF0QfTm+PcIco2TQVh869CA7DxSXaKCiLcoijs7+7kD5zbTNfSw+fq NAl47KJit1Fr0X4R3PkFww== 0000016099-95-000007.txt : 199507110000016099-95-000007.hdr.sgml : 19950711 ACCESSION NUMBER: 0000016099-95-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950531 FILED AS OF DATE: 19950710 SROS: NYSE FILER: 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: TX FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08308 FILM NUMBER: 95552799 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 10-Q 1 TEXT OF 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 (Mark One) [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to_______________ Commission file number: 1-8308 LUBY'S CAFETERIAS, INC. _____________________________________________________________________________ (Exact name of registrant as specified in its charter) Delaware 74-1335253 ____________________________ _____________________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2211 Northeast Loop 410, P. O. Box 33069 San Antonio, Texas 78265-3069 ______________________________________________________________________________ (Address of principal executive offices) (Zip Code) 210/654-9000 ______________________________________________________________________________ (Registrant's telephone number, including area code) ______________________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No ___ ___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock: 23,310,232 shares outstanding as of May 31, 1995 (exclusive of 4,092,835 treasury shares) Part I - FINANCIAL INFORMATION Item 1. Financial Statements. LUBY'S CAFETERIAS, INC. STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended Nine Months Ended May 31, May 31, 1995 1994 1995 1994 ____ ____ ____ ____ (Amounts in thousands except per share data) Sales $106,899 $101,060 $308,915 $288,945 Costs and expenses: Cost of food 26,661 25,404 76,642 72,917 Payroll and related costs 28,715 25,986 83,943 77,346 Occupancy and other operating expenses 31,488 29,161 91,474 83,888 General and administrative expenses 4,278 4,179 13,828 11,552 ________ ________ ________ ________ 91,142 84,730 265,887 245,703 ________ ________ ________ ________ Income from operations 15,757 16,330 43,028 43,242 Other income (expense), net (45) 302 308 915 ________ ________ ________ ________ Income before income taxes and cumulative effect of change in accounting for income taxes 15,712 16,632 43,336 44,157 Provision for income taxes (Note 2) 5,805 6,246 16,164 16,585 ________ ________ ________ ________ Income before cumulative effect of accounting change 9,907 10,386 27,172 27,572 Cumulative effect as of August 31, 1993 of change in method of accounting for income taxes (Note 2) --- --- --- 1,563 ________ ________ ________ ________ Net income $ 9,907 $ 10,386 $ 27,172 $ 29,135 ________ ________ ________ ________ Earnings per share: Income before cumulative effect of accounting change $.42 $.40 $1.13 $1.05 Cumulative effect of accounting change --- --- --- .06 ________ ________ ________ ________ Net income per share $.42 $.40 $1.13 $1.11 ________ ________ ________ ________ Cash dividends per share $.165 $.15 $.495 $.45 ________ ________ ________ ________ Average number of shares outstanding 23,427 25,652 24,109 26,204 See accompanying notes. /TABLE Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. CONDENSED BALANCE SHEETS (UNAUDITED)
May 31, August 31, 1995 1994 ____ ____ (Thousands of dollars) ASSETS Current assets: Cash and cash equivalents $ 11,264 $ 10,909 Trade accounts and other receivables 332 275 Inventories 4,191 3,851 Prepaid expenses 3,157 2,840 Deferred income taxes 591 259 ________ ________ Total current assets 19,535 18,134 Investments and other assets - at cost 14,428 13,702 Property, plant, and equipment - at cost, net 268,754 257,832 ________ ________ $302,717 $289,668 ________ ________ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term borrowings (Note 3) $ 61,000 $ 17,000 Accounts payable - trade 8,670 10,341 Dividends payable 3,846 4,144 Accrued expenses and other liabilities 20,169 21,927 Income taxes payable 2,288 2,950 ________ ________ Total current liabilities 95,973 56,362 Deferred income taxes and other credits 19,734 19,780 Shareholders' equity: Common stock 8,769 8,769 Paid-in capital 26,945 26,945 Retained earnings 243,344 229,014 Less cost of treasury stock (92,048) (51,202) ________ ________ Total shareholders' equity 187,010 213,526 ________ ________ $302,717 $289,668 ________ ________ See accompanying notes. /TABLE Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended May 31, 1995 1994 ____ ____ (Thousands of dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $27,172 $29,135 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 12,282 11,699 Cumulative effect of accounting change --- (1,563) Decrease in accrued expenses and other liabilities (1,645) (7,366) Other (3,582) 674 _______ _______ Net cash provided by operating activities 34,227 32,579 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from disposal of land held for future use 495 270 Proceeds from disposal of property, plant, and equipment 368 --- Purchases of land held for future use (5,219) (2,646) Purchases of property, plant, and equipment (18,678) (15,842) _______ _______ Net cash used in investing activities (23,034) (18,218) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock under employee benefit plans 3,149 2,505 Net proceeds from short-term borrowings 44,000 10,000 Purchases of treasury stock (45,916) (43,218) Dividends paid (12,071) (11,915) _______ _______ Net cash used in financing activities (10,838) (42,628) _______ _______ Net increase (decrease) in cash and cash equivalents 355 (28,267) Cash and cash equivalents at beginning of period 10,909 34,305 _______ _______ Cash and cash equivalents at end of period $11,264 $ 6,038 _______ _______ See accompanying notes. /TABLE Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. STATEMENTS OF SHAREHOLDERS' EQUITY For the Nine Months Ended May 31, 1995 and 1994 (UNAUDITED)
Total Common Stock Paid-in Retained Shareholders' Issued Treasury Capital Earnings Equity ______ ________ _______ ________ ____________ (Thousands of dollars) Balance at August 31, 1993 $8,769 $ (3,072) $27,037 $206,214 $238,948 Net income for the period --- --- --- 29,135 29,135 Common stock issued under employee benefit plans, net of shares tendered in partial payment --- 3,333 (92) (736) 2,505 Cash dividends --- --- --- (11,648) (11,648) Purchases of treasury stock --- (43,776) --- --- (43,776) ______ ________ _______ ________ ________ Balance at May 31, 1994 $8,769 $(43,515) $26,945 $222,965 $215,164 ______ ________ _______ ________ ________ Balance at August 31, 1994 $8,769 $(51,202) $26,945 $229,014 $213,526 Net income for the period --- --- --- 27,172 27,172 Common stock issued under employee benefit plans, net of shares tendered in partial payment --- 4,330 --- (1,069) 3,261 Cash dividends --- --- --- (11,773) (11,773) Purchases of treasury stock --- (45,176) --- --- (45,176) ______ ________ _______ ________ ________ Balance at May 31, 1995 $8,769 $(92,048) $26,945 $243,344 $187,010 ______ ________ _______ ________ ________ See accompanying notes. /TABLE Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. NOTES TO FINANCIAL STATEMENTS May 31, 1995 (UNAUDITED) Note 1: All adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods have been made. All such adjustments are of a normal recurring nature. The results for the interim period are not necessarily indicative of the results to be expected for the full year. Note 2: Effective September 1, 1993, the Company adopted FASB Statement No. 109, "Accounting for Income Taxes." Under Statement 109, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities ("temporary differences") and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Prior to the adoption of Statement 109, income tax expense was determined using the deferred method. Deferred tax expense was based on items of income and expense that were reported in different years in the financial statements and tax returns and were measured at the tax rate in effect in the year the difference originated. As permitted by Statement 109, the Company has elected not to restate the financial statements of any prior years. The effect of the change on pretax income from continuing operations for the nine month period ended May 31, 1995, was not material; however, the cumulative effect of the change increased net income by $1,563,000, or $.06 per share. Note 3: At May 31, 1995, the Company has outstanding $61,000,000 under a $65,000,000 line of credit agreement which expires in September 1995. The current borrowings bear interest at 6.44% and mature on June 14, 1995. 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 $355,000 from the end of the preceding fiscal year to May 31, 1995. All capital expenditures for fiscal 1995 are being funded from cash flows from operations, cash equivalents, and short- term borrowings. Capital expenditures for the nine months ended May 31, 1995, were $23,897,000. As of May 31, 1995, the Company owned 17 undeveloped land sites and five land sites on which cafeterias are under construction. Although the Company planned to complete thirteen new cafeterias in fiscal year 1995, weather and other construction delays will allow only eleven to be completed. During the nine months ended May 31, 1995, the Company purchased 2,000,000 shares of its common stock at a cost of $45,176,000, which completed the stock purchase program in effect. To complete this purchase and fund capital expenditures, the Company required external financing and borrowed funds under a $65,000,000 line of credit agreement. At May 31, 1995, the amount outstanding under this line of credit was $61,000,000. Results of Operations _____________________ Quarter ended May 31, 1995 compared to the quarter ended May 31, 1994. ______________________________________________________________________ Sales increased $5,839,000, or 5.8%, due to the addition of eight new cafeterias in fiscal 1995 and eight in fiscal 1994, and due to an increase in average sales volume at cafeterias opened over one year. Cost of food increased $1,257,000, or 4.9%, due primarily to the increase in sales, and food cost margins improved from the price increase on the Lu Ann Platter, which took effect on December 1, 1994. Payroll and related costs increased $2,729,000, or 10.5%, due primarily to the increase in sales, higher wages for hourly employees in existing cafeterias, and higher wage costs associated with increased expansion over the prior period. Occupancy and other operating expenses increased $2,327,000, or 8.0%, due primarily to the increase in sales, higher advertising expenditures, higher costs for a new uniform program, and higher costs for paper supplies. General and administrative expenses increased $99,000, or 2.4%, due to the higher Company contribution to the profit sharing and retirement plan as determined by the plan's provisions which was offset by lower bonus provisions which are based on earnings and performance factors. Other income (expense), net, decreased $347,000 due primarily to interest expense incurred in conjunction with borrowings under the line of credit. The provision for income taxes decreased $441,000, or 7.1%, due in part to lower operating income. Also, the effective income tax rate for the quarter decreased from 37.6% to 36.9% since the estimated annual effective tax rate was lowered slightly from 37.6% to 37.3%. Nine months ended May 31, 1995 compared to the nine months ended May 31, 1994. ______________________________________________________________________________ Sales increased $19,970,000, or 6.9%, due primarily to the addition of eight new cafeterias in fiscal 1995 and eight in fiscal 1994, and due to an increase in average sales volume at cafeterias opened over one year. Cost of food increased $3,725,000, or 5.1%, due primarily to the increase in sales. Food cost margins improved from the Lu Ann price increase and an overall favorable food cost environment. Payroll and related costs increased $6,597,000, or 8.5%, due primarily to the increase in sales, higher wages for hourly employees in existing cafeterias, and higher wage costs associated with increased expansion over the prior period. Occupancy and other operating expenses increased $7,586,000, or 9.0%, due primarily to the increase in sales, higher advertising expenditures, higher uniform replacement costs, higher costs for paper supplies, and higher preopening expenses associated with increased expansion over the prior period. General and administrative expenses increased $2,276,000, or 19.7%, due to the higher Company contribution to the profit sharing and retirement plan as determined by the plan's provisions. Other income (expense), net, decreased $607,000 due primarily to interest expense incurred in conjunction with borrowings under the line of credit. The provision for income taxes decreased $421,000, or 2.5%, due primarily to the decrease in operating income. The effective income tax rate decreased slightly from 37.6% to 37.3%. Part II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 2 Agreement and Plan of Merger dated November 1, 1991, between Luby's Cafeterias, Inc., a Texas corporation, and Luby's Cafeterias, Inc., a Delaware corporation (filed as Exhibit 2 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 3(a) Certificate of Incorporation of Luby's Cafeterias, Inc., a Delaware corporation, as in effect February 28, 1994 (filed as Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1994, and incorporated herein by reference). 3(b) Bylaws of Luby's Cafeterias, Inc., a Delaware corporation, (filed as Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, 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. 4(e) Promissory Note (Loan Agreement) dated February 15, 1995, in favor of NationsBank of Texas, N.A., in the maximum amount of $65,000,000 (filed as Exhibit 4(e) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1995, 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) Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias, Inc. adopted October 19, 1983 (filed as Exhibit 10(d) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1983, and incorporated herein by reference). 10(c) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19, 1983 (filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1983, and incorporated herein by reference). 10(d) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the shareholders on January 12, 1984 (filed as Exhibit 10(f) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1984, and incorporated herein by reference). 10(e) Employment Contract dated January 8, 1988, between Luby's Cafeterias, Inc. and George H. Wenglein (filed as Exhibit 10(h) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1988, and incorporated herein by reference). 10(f) 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(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) Nonemployee Director Stock Option Plan of Luby's Cafeterias, Inc. approved by the shareholders on January 13, 1995 (filed as Exhibit 10(h) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1995, and incorporated herein by reference). 11 Statement re computation of per share earnings. (b) Reports on Form 8-K No reports on Form 8-K have been filed during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LUBY'S CAFETERIAS, INC. (Registrant) By: Ralph Erben _____________________________ Ralph Erben President Chief Executive Officer By: John E. Curtis, Jr. _____________________________ John E. Curtis, Jr. Executive Vice President Chief Financial Officer Dated: July 10, 1995 EXHIBIT INDEX Number Document 2 Agreement and Plan of Merger dated November 1, 1991, between Luby's Cafeterias, Inc., a Texas corporation, and Luby's Cafeterias, Inc., a Delaware corporation (filed as Exhibit 2 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 3(a) Certificate of Incorporation of Luby's Cafeterias, Inc., a Delaware corporation, as in effect February 28, 1994 (filed as Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1994, and incorporated herein by reference). 3(b) Bylaws of Luby's Cafeterias, Inc., a Delaware corporation, (filed as Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, 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. 4(e) Promissory Note (Loan Agreement) dated February 15, 1995, in favor of NationsBank of Texas, N.A., in the maximum amount of $65,000,000 (filed as Exhibit 4(e) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1995, 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) Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias, Inc. adopted October 19, 1983 (filed as Exhibit 10(d) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1983, and incorporated herein by reference). 10(c) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19, 1983 (filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K or the fiscal year ended August 31, 1983, and incorporated herein by reference). 10(d) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the shareholders on January 12, 1984 (filed as Exhibit 10(f) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1984, and incorporated herein by reference). 10(e) Employment Contract dated January 8, 1988, between Luby's Cafeterias, Inc. and George H. Wenglein (filed as Exhibit 10(h) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1988, and incorporated herein by reference). 10(f) 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(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) Nonemployee Director Stock Option Plan of Luby's Cafeterias, Inc. approved by the shareholders on January 13, 1995 (filed as Exhibit 10(h) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1995, and incorporated herein by reference). 11 Statement re computation of per share earnings. EX-4 2 AMENDMENT NO. 3 TO RIGHTS AGREEMENT Exhibit 4(d) AMENDMENT NO. 3 TO RIGHTS AGREEMENT This Amendment made as of May 29, 1995, by and between LUBY'S CAFETERIAS, INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY ("AST"). WITNESSETH: WHEREAS, a Rights Agreement dated as of April 16, 1991, was entered into between Luby's Cafeterias, Inc., a Texas corporation ("Old Luby's"), and AMERITRUST COMPANY, N.A., ("Ameritrust"), as Rights Agent, and was amended by Amendment No. 1 to Rights Agreement dated as of December 19, 1991, and by Amendment No. 2 to Rights Agreement dated as of February 7, 1995, which Rights Agreement as so amended by Amendments Nos. 1 and 2, is referred to hereinafter as the "Rights Agreement;" and WHEREAS, the Company has succeeded to all of the covenants, agreements, obligations, rights and benefits of Old Luby's under the Rights Agreement; and WHEREAS, the Company has appointed AST as successor Rights Agent under the Rights Agreement pursuant to Section 21 thereof, and AST has accepted such appointment; and WHEREAS, AST has succeeded to all of the covenants, agreements, obligations, rights and benefits of Ameritrust, as Rights Agent, under the Rights Agreement; and WHEREAS, Section 27 of the Rights Agreement provides that, prior to the Distribution Date (as therein defined), the Company and the Rights Agent, if the Company so directs, shall supplement or amend any provision of the Rights Agreement without the approval of any holders of certificates representing shares of Common Stock (as therein defined); NOW, THEREFORE, the parties hereto agree as follows: Section 1. The foregoing recitals are adopted and made a part of this Amendment. Section 2. The Company hereby directs that the Rights Agreement be amended as provided in Section 3 below. Section 3. The stock certificate legend set forth in Section 3(d) of the Rights Agreement is hereby amended so as to read as follows: This certificate also evidences certain Rights as set forth in a Rights Agreement between LUBY'S CAFETERIAS, INC. and the initial Rights Agent dated as of April 16, 1991, as amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may be null and void. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first above written. LUBY'S CAFETERIAS, INC. By: Ralph Erben ______________________ Ralph Erben, President and Chief Executive Officer AMERICAN STOCK TRANSFER & TRUST COMPANY By: Herbert J. Lemmer ______________________ Herbert J. Lemmer Vice President EX-11 3 COMPUTATION OF PER SHARE EARNINGS Exhibit 11 COMPUTATION OF PER SHARE EARNINGS The following is a computation of the weighted average number of shares outstanding which is used in the computation of per share earnings for Luby's Cafeterias, Inc. for the three and nine months ended May 31, 1995 and 1994. Three months ended May 31, 1995: 23,660,154 x shares outstanding for 14 days 331,242,156 23,575,659 x shares outstanding for 17 days 400,786,203 23,424,790 x shares outstanding for 12 days 281,097,480 23,310,232 x shares outstanding for 49 days 1,142,201,368 _____________ 2,155,327,207 Divided by number of days in period 92 _____________ 23,427,470 Nine months ended May 31, 1995: 25,074,982 x shares outstanding for 18 days 451,349,676 24,941,910 x shares outstanding for 12 days 299,302,920 24,934,917 x shares outstanding for 16 days 398,958,672 24,713,278 x shares outstanding for 15 days 370,699,170 24,520,641 x shares outstanding for 17 days 416,850,897 24,416,386 x shares outstanding for 13 days 317,413,018 24,383,698 x shares outstanding for 14 days 341,371,772 24,270,808 x shares outstanding for 20 days 485,416,160 24,189,103 x shares outstanding for 28 days 677,294,884 23,851,100 x shares outstanding for 28 days 667,830,800 23,660,154 x shares outstanding for 14 days 331,242,156 23,575,659 x shares outstanding for 17 days 400,786,203 23,424,790 x shares outstanding for 12 days 281,097,480 23,310,232 x shares outstanding for 49 days 1,142,201,368 _____________ 6,581,815,176 Divided by number of days in period 273 _____________ 24,109,213 Three months ended May 31, 1994: 25,813,627 x shares outstanding for 17 days 438,831,659 25,768,465 x shares outstanding for 14 days 360,758,510 25,679,895 x shares outstanding for 19 days 487,918,005 25,588,896 x shares outstanding for 14 days 358,244,544 25,543,726 x shares outstanding for 16 days 408,699,616 25,462,707 x shares outstanding for 12 days 305,552,484 _____________ 2,360,004,818 Divided by number of days in period 92 _____________ 25,652,226 Nine months ended May 31, 1994: 27,227,108 x shares outstanding for 1 day 27,227,108 27,214,570 x shares outstanding for 15 days 408,218,550 27,145,448 x shares outstanding for 14 days 380,036,272 27,022,276 x shares outstanding for 12 days 324,267,312 26,820,618 x shares outstanding for 19 days 509,591,742 26,420,208 x shares outstanding for 11 days 290,622,288 26,388,690 x shares outstanding for 21 days 554,162,490 26,389,190 x shares outstanding for 10 days 263,891,900 26,314,582 x shares outstanding for 19 days 499,977,058 26,077,694 x shares outstanding for 16 days 417,243,104 26,066,151 x shares outstanding for 15 days 390,992,265 26,054,664 x shares outstanding for 14 days 364,765,296 25,907,814 x shares outstanding for 14 days 362,709,396 25,813,627 x shares outstanding for 17 days 438,831,659 25,768,465 x shares outstanding for 14 days 360,758,510 25,679,895 x shares outstanding for 19 days 487,918,005 25,588,896 x shares outstanding for 14 days 358,244,544 25,543,726 x shares outstanding for 16 days 408,699,616 25,462,707 x shares outstanding for 12 days 305,552,484 _____________ 7,153,709,599 Divided by number of days in period 273 _____________ 26,204,064 EX-27 4 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS AUG-31-1995 MAY-31-1995 11,264 0 332 0 4,191 19,535 396,564 127,810 302,717 95,973 0 8,769 0 0 178,241 302,717 308,915 308,915 160,585 160,585 91,474 0 1,089 43,336 16,164 27,172 0 0 0 27,172 1.13 1.13 Other stockholders' equity amount is less cost of treasury stock of $92,048.
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