-----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, JsMYWgPSbqkBOjW3urMlLYKcn9QY+7hC/kZyaLPrQk2J4qS5FsE3+pBDH8qzmcv9 9e9cAWBMj1enMsuqiY7yXQ== 0000016099-95-000005.txt : 19950414 0000016099-95-000005.hdr.sgml : 19950414 ACCESSION NUMBER: 0000016099-95-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950228 FILED AS OF DATE: 19950410 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: 95527786 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 February 28, 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: 23,671,482 shares outstanding as of February 28, 1995 (exclusive of 3,731,585 treasury shares) Part I - FINANCIAL INFORMATION Item 1. Financial Statements. LUBY'S CAFETERIAS, INC. STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended Six Months Ended February 28, February 28, 1995 1994 1995 1994 ____ ____ ____ ____ (Amounts in thousands except per share data) Sales $100,570 $93,719 $202,016 $187,885 Costs and expenses: Cost of food 24,709 23,554 49,981 47,513 Payroll and related costs 27,415 25,350 55,228 51,360 Occupancy and other operating expenses 30,024 27,431 59,986 54,727 General and administrative expenses 4,781 3,796 9,550 7,373 ________ _______ ________ ________ 86,929 80,131 174,745 160,973 ________ _______ ________ ________ Income from operations 13,641 13,588 27,271 26,912 Other income, net 90 155 353 613 ________ _______ ________ ________ Income before income taxes and cumulative effect of change in accounting for income taxes 13,731 13,743 27,624 27,525 Provision for income taxes (Note 2) 5,149 5,162 10,359 10,339 ________ _______ ________ ________ Income before cumulative effect of accounting change 8,582 8,581 17,265 17,186 Cumulative effect as of August 31, 1993 of change in method of accounting for income taxes (Note 2) --- --- --- 1,563 ________ _______ ________ ________ Net income $ 8,582 $ 8,581 $ 17,265 $18,749 ________ _______ ________ ________ Earnings per share: Income before cumulative effect of accounting change $.36 $.33 $.71 $.65 Cumulative effect of accounting change --- --- --- .06 ________ _______ ________ ________ Net income per share $.36 $.33 $.71 $.71 ________ _______ ________ ________ Cash dividends per share $.165 $.15 $.33 $.30 ________ _______ ________ ________ Average number of shares outstanding 24,132 26,137 24,456 26,485 See accompanying notes. /TABLE Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. CONDENSED BALANCE SHEETS (UNAUDITED)
February 28, August 31, 1995 1994 ____ ____ (Thousands of dollars) ASSETS Current assets: Cash and cash equivalents $ 5,889 $ 10,909 Trade accounts and other receivables 297 275 Inventories 3,816 3,851 Prepaid expenses 3,256 2,840 Deferred income taxes 392 259 ________ ________ Total current assets 13,650 18,134 Investments and other assets - at cost 16,675 13,702 Property, plant, and equipment - at cost, net 262,910 257,832 ________ ________ $293,235 $289,668 ________ ________ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term borrowings (Note 3) $ 49,000 $ 17,000 Accounts payable - trade 11,161 10,341 Dividends payable 3,906 4,144 Accrued expenses and other liabilities 18,221 21,927 Income taxes payable 2,488 2,950 ________ ________ Total current liabilities 84,776 56,362 Deferred income taxes and other credits 19,812 19,780 Shareholders' equity: Common stock 8,769 8,769 Paid-in capital 26,945 26,945 Retained earnings 237,360 229,014 Less cost of treasury stock (84,427) (51,202) ________ ________ Total shareholders' equity 188,647 213,526 ________ ________ $293,235 $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)
Six Months Ended February 28, 1995 1994 ____ ____ (Thousands of dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $17,265 $18,749 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 8,120 7,776 Cumulative effect of accounting change --- (1,563) Decrease in accrued expenses and other liabilities (3,593) (7,796) Other (2,754) 1,979 _______ _______ Net cash provided by operating activities 19,038 19,145 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from disposal of land held for future use 495 270 Purchases of land held for future use (4,808) (762) Purchases of property, plant, and equipment (10,904) (10,094) _______ _______ Net cash used in investing activities (15,217) (10,586) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock under employee benefit plans 2,892 2,505 Net proceeds from short-term borrowings 32,000 6,000 Purchases of treasury stock (35,566) (34,681) Dividends paid (8,167) (8,042) _______ _______ Net cash used in financing activities (8,841) (34,218) _______ _______ Net decrease in cash and cash equivalents (5,020) (25,659) Cash and cash equivalents at beginning of period 10,909 34,305 _______ _______ Cash and cash equivalents at end of period $ 5,889 $ 8,646 _______ _______ See accompanying notes. /TABLE Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. STATEMENTS OF SHAREHOLDERS' EQUITY For the Six Months Ended February 28, 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 --- --- --- 18,749 18,749 Common stock issued under employee benefit plans, net of shares tendered in partial payment --- 3,192 (92) (595) 2,505 Cash dividends --- --- --- (7,832) (7,832) Purchases of treasury stock --- (34,681) --- --- (34,681) ______ ________ _______ ________ ________ Balance at February 28, 1994 $8,769 $(34,561) $26,945 $216,536 $217,689 ______ ________ _______ ________ ________ Balance at August 31, 1994 $8,769 $(51,202) $26,945 $229,014 $213,526 Net income for the period --- --- --- 17,265 17,265 Common stock issued under employee benefit plans, net of shares tendered in partial payment --- 3,994 --- (990) 3,004 Cash dividends --- --- --- (7,929) (7,929) Purchases of treasury stock --- (37,219) --- --- (37,219) ______ ________ _______ ________ ________ Balance at February 28, 1995 $8,769 $(84,427) $26,945 $237,360 $188,647 ______ ________ _______ ________ ________ See accompanying notes. /TABLE Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. NOTES TO FINANCIAL STATEMENTS February 28, 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 six month period ended February 28, 1994 was not material; however, the cumulative effect of the change increased net income by $1,563,000, or $.06 per share. Note 3: At February 28, 1995, the Company has outstanding $49,000,000 under a $65,000,000 line of credit agreement which expires in September 1995. The current borrowings bear interest at 6.46% and mature on March 15, 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 decreased by $5,020,000 from the end of the preceding fiscal year to February 28, 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 six months ended February 28, 1995, were $15,712,000. As of February 28, 1995, the Company owned 20 undeveloped land sites and six land sites on which cafeterias are under construction. During the six months ended February 28, 1995, the Company purchased 1,623,900 shares of its common stock at a cost of $37,219,000, which are being held as treasury stock. 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 February 28, 1995, the amount outstanding under this line of credit was $49,000,000. Results of Operations _____________________ Quarter ended February 28, 1995 compared to the quarter ended February 28, 1994. __________________________________________________________________________ Sales increased $6,851,000, or 7.3%, due to the addition of four 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 $1,155,000, or 4.9%, due primarily to the increase in sales and was offset by improved margins from the price increase on the Lu Ann platter, which took effect on December 1, 1994. Payroll and related costs increased $2,065,000, or 8.1%, due primarily to the increase in sales and higher wage costs associated with increased expansion over the prior period. Occupancy and other operating expenses increased $2,593,000, or 9.5%, due primarily to the increase in sales, higher advertising expenditures, higher uniform replacement costs, and higher managers' salaries, which are based on the profitability of the cafeterias. General and administrative expenses increased $985,000, or 25.9%, due to the higher Company contribution to the profit sharing and retirement plan as determined by the plan's provisions. The provision for income taxes remained stable based on the minimal change in operating income. The effective income tax rate decreased slightly from 37.6% to 37.5%. Six months ended February 28, 1995 compared to the six months ended February 28, 1994. ____________________________________________________________________ Sales increased $14,131,000, or 7.5%, due primarily to the addition of four 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 $2,468,000, or 5.2%, due primarily to the increase in sales and was offset by improved margins from the Lu Ann price increase and an overall favorable food cost environment. Payroll and related costs increased $3,868,000, or 7.5%, due primarily to the increase in sales and higher wage costs associated with increased expansion over the prior period. Occupancy and other operating expenses increased $5,259,000, or 9.6%, due primarily to the increase in sales, higher advertising expenditures, higher uniform replacement costs, and higher managers' salaries, which are based on the profitability of the cafeterias. General and administrative expenses increased $2,177,000, or 29.5%, due to the higher Company contribution to the profit sharing and retirement plan as determined by the plan's provisions. The provision for income taxes increased $20,000, or .2%, due primarily to the increase in operating income. The effective income tax rate decreased slightly from 37.6% to 37.5%. Part II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. (a) The 1995 annual meeting of shareholders of Luby's Cafeterias, Inc. was held on January 13, 1995. (b) The directors elected at the meeting were Lauro F. Cavazos, John B. Lahourcade, and George H. Wenglein. The other directors whose terms continued after the meeting are John E. Curtis, Jr., Ralph Erben, David B. Daviss, Roger R. Hemminghaus, William E. Robson, Walter J. Salmon, and Joanne Winik. (c) The matters voted upon at the meeting were (i) the election of three directors to serve until the 1998 annual meeting of shareholders, (ii) a proposed Nonemployee Director Stock Option Plan, and (iii) the approval of the appointment of Ernst & Young as auditors for the 1995 fiscal year. (d) With respect to the election of directors, the results of the voting were: Shares Voted Shares Broker Nominee For Abstained Nonvotes Lauro F. Cavazos 20,012,207 538,830 -0- John B. Lahourcade 20,487,389 63,648 -0- George H. Wenglein 20,493,691 57,346 -0- (e) With respect to the proposed Nonemployee Director Stock Option Plan, the results of the voting were: Shares voted "for" 17,563,273 Shares voted "against" 2,553,057 Shares abstaining 434,707 Broker nonvotes -0- (f) With respect to approval of the appointment of auditors, the results of the voting were: Shares voted "for" 20,488,621 Shares voted "against" 29,893 Shares abstaining 32,523 Broker nonvotes -0- Part II - OTHER INFORMATION (continued) 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). 4(a) Form of certificate representing shares of common stock of Luby's Cafeterias, Inc. (filed as Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 4(b) 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(c) 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(d) Amendment No. 2 dated February 7, 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. 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. 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 whicht 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: April 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). 4(a) Form of certificate representing shares of common stock of Luby's Cafeterias, Inc. (filed as Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 4(b) 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(c) 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(d) Amendment No. 2 dated February 7, 1995, to Rights Agreement dated April 16, 1991. 4(e) Promissory Note (Loan Ageement) dated February 15, 1995, in favor of NationsBank of Texas, N.A., in the maximum amount of $65,000,000. 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. 11 Statement re computation of per share earnings. EX-4 2 AMENDMENT AND PROMISSORY NOTE EXHIBIT 4(d) AMENDMENT NO. 2 TO RIGHTS AGREEMENT This Amendment made as of February 7, 1995, by and between LUBY'S CAFETERIAS, INC., a Delaware corporation (the "Company"), and SOCIETY NATIONAL BANK ("Society"), 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, which Rights Agreement as so amended by Amendment No. 1 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, Society 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 Company hereby directs that the Rights Agreement be amended as provided in Section 2 below. Section 2. The fifth sentence of Section 21 of the Rights Agreement is hereby amended so as to read as follows: Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state of the United States, in good standing, having an office in the State of New York, which is authorized under such laws to exercise stock transfer or corporate trust powers and which has at the time of its appointment as Rights Agent a combined capital and surplus or net worth of at least $10,000,000 or (b) an Affiliate of a corporation described in clause (a) of this sentence. 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 ________________ Name: Ralph Erben Title: President and CEO SOCIETY NATIONAL BANK By: Mark Asbury _________________ Name: Mark Asbury Title: Vice President EXHIBIT 4(e) PROMISSORY NOTE Dallas, Texas February 15, 1995 Borrower: LUBY'S CAFETERIAS, INC. Maximum Amount: $65,000,000.00 Interest Rate Options (check options available): x Agreed Rate ___ x Prime Rate (-) .50 % ___ x CD Rate + .50 % ___ x Eurodollar Rate + .375 % ___ Loan Type (Check only one option): _____ This Note evidences Loans made by Lender to Borrower pursuant to a line of credit in the Maximum Amount. From the date hereof to _________________, 19____ (the "Commitment Termination Date"), Borrower, subject to the terms and conditions of this Note and provided that no Event of Default is then existing, may borrow, repay and reborrow up to the Maximum Amount ("Committed Loans"). x This Note evidences Loans made by Lender to Borrower, which in the _____ aggregate principal amount outstanding shall not exceed the Maximum Amount. Each Loan evidenced hereby shall mature not later than September 30, 1995. Borrower acknowledges and agrees that (i) Lender has no obligation to make any Loans and (ii) each Loan shall be in the sole discretion of Lender ("Uncommitted Loans"). Borrower, for the value received, promises to pay to the order of NATIONSBANK OF TEXAS, N.A. ("Lender"), at its banking house in Dallas, Texas, or at any other place designated to Borrower in writing by Lender, in lawful money of the United States of America and in immediately available funds prior to 11:00 a.m. Dallas time on the date due, the principal amount of each Loan, on the earlier of (i) declaration by Lender pursuant to Section 1.7 hereof, or (ii) the last day of the Interest Period of such Loan, together with interest on the unpaid principal balance of such Loan at the applicable rates herein set forth. This Note is issued upon the following terms and conditions: ARTICLE I. THE LOANS 1.1. Definitions. Defined terms used herein shall have the meanings given to them above and in Article III hereof. 1.2. Making the Loans. Each Fixed Rate Loan shall be in an aggregate amount which is an integral multiple of $100,000.00. Each Loan shall be made by notice to Lender (stating the Type Loan, the amount of the Loan, the date of the Loan and the Interest Period for the Loan) not later than 11:30 a.m., Dallas time, given by Borrower to Lender (i) as to any Eurodollar Rate Loan, at least two (2) Business Days prior to the date of such Type Loan, (ii) as to any CD Rate Loan, at least one (1) Business Day prior to the date of such Type Loan, and (iii) as to any Agreed Rate Loan and any Prime Rate Loan, on the day of such Type Loan. Lender shall on the date of each Loan not later than 1:00 p.m., Dallas time, in immediately available funds, deposit the proceeds of such Loan in the general deposit account of Borrower with Lender. 1.3. Repayment. Borrower shall repay the principal amount of each Loan on the earlier of (i) declaration by Lender pursuant to Section 1.7 hereof, or (ii) the last day of the Interest Period for such Loan. 1.4. Prepayments. Borrower may prepay any Prime Rate Loan, without penalty or premium. No prepayment of any Fixed Rate Loan shall be permitted without the prior written consent of Lender. Notwithstanding such prohibition, if there is a prepayment of any Fixed Rate Loan, whether by consent of Lender or because of acceleration or otherwise, Borrower shall, within fifteen (15) days of any request by Lender, pay to Lender any loss or expense which Lender may incur or sustain as a result of any such prepayment. A statement as to the amount of such loss or expense, prepared in good faith and in reasonable detail by Lender and submitted by Lender to Borrower shall be conclusive and binding for all purposes absent manifest error in computation. Calculation of all amounts payable to Lender under this Section 1.4 shall be made as though Lender shall have actually funded or committed to fund the relevant Fixed Rate Loan through the purchase of an underlying deposit in an amount equal to the amount of such Loan and having a maturity comparable to the related Interest Period; provided, however, that Lender may fund any Fixed Rate Loan in any manner it sees fit and the foregoing assumption shall be utilized only for the purpose of calculation of amounts payable under this Section 1.4. 1.5. Yield Protection and Indemnity. If at any time after the date hereof, and from time to time, Lender determines that the adoption or modification of any applicable law, rule or regulation regarding taxation, Lender's required levels of reserves, deposits, insurance or capital (including any allocation of capital requirements or conditions), or similar requirements, or any interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation, administration or compliance of Lender with any of such requirements, has or would have the effect of (i) increasing Lender's costs relating to the Obligation hereunder, or (ii) reducing the yield or rate of return of Lender on the Obligation hereunder to a level below that which Lender could have achieved but for the adoption or modification of any such requirements, Borrower shall, within fifteen (15) days of any request by Lender, pay to Lender such additional amounts as (in Lender's sole judgment, after good faith and reasonable computation) will compensate Lender for such increase in costs or reduction in yield or rate of return of Lender. No failure by Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of Lender's right to demand payment of such amounts at any subsequent time. Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges at a rate or in an amount greater than is permitted by Applicable Law. 1.6. Interest. (a) Prime Rate Loans. The unpaid principal balance of each Loan outstanding from time to time as a Prime Rate Loan shall bear interest during each Interest Period at the Prime Rate plus the percentage, if any, set forth in the "Interest Rate Options" section of this Note, which interest rate shall change without notice with each change in such Prime Rate as of the date of any such change; provided that, if at any time the Prime Rate plus the percentage, if any, set forth in the "Interest Rate Options" section of this Note exceeds the Highest Lawful Rate, the rate of interest which each Prime Rate Loan bears shall be limited to the Highest Lawful Rate, but any subsequent reductions in the Prime Rate shall not reduce the rate of interest which each Prime Rate Loan bears below the Highest Lawful Rate until the amount of interest accrued on each Prime Rate Loan equals the amount of interest which would have accrued if the Prime Rate plus the percentage, if any, set forth in the "Interest Rate Options" section of this Note had at all times been in effect. Interest on each Prime Rate Loan for each Interest Period shall be payable on the last day thereof. (b) CD Rate Loans. The unpaid principal balance of each Loan outstanding from time to time as a CD Rate Loan shall bear interest during each Interest Period at the CD Rate for such CD Rate Loan plus the percentage, if any, set forth in the "Interest Rate Options" section of this Note. Interest on each CD Rate Loan for each Interest Period shall be payable on the last day thereof. (c) Eurodollar Rate Loans. The unpaid principal balance of each Loan outstanding from time to time as a Eurodollar Rate Loan shall bear interest during each Interest Period at the Eurodollar Rate for such Eurodollar Rate Loan plus the percentage, if any, set forth in the "Interest Rate Options" section of this Note. Interest on each Eurodollar Rate Loan for each Interest Period shall be payable on the last day thereof. (d) Agreed Rate Loans. The unpaid principal balance of each Loan outstanding from time to time as an Agreed Rate Loan shall bear interest during each Interest Period at the Agreed Rate for such Agreed Rate Loan. Interest on each Agreed Rate Loan for each Interest Period shall be payable on the last day thereof. (e) Computations. Subject to the provisions of Section 2.5 of this Note, interest on each Loan and any commitment fee shall be calculated on the basis of actual days elapsed, but computed as if each year consisted of 360 days. The books and records of Lender shall be prima facie evidence of all sums due Lender. (f) Past Due Principal and Interest. All past due principal of and, to the extent permitted by Applicable Law, all past due interest on any Loan and any other past due amount owing on this Note, shall bear interest from the date due until paid at the Default Rate. 1.7. Events of Default. It shall be an event of default ("Event of Default") under this Note and each of any other documents executed in connection herewith if any one of the following shall occur: (i) Borrower shall fail to make any payment of principal, interest or other amounts under this Note when due; (ii) Borrower or any guarantor of this Note shall fail to make any payment when due on any debt for borrowed money, purchase money debt or contingent debt which Borrower or any guarantor of this Note is obligated to pay as borrower, guarantor or in any other capacity or any default or event of default shall occur under any agreement evidencing or providing for the creation of such debt or under any other document executed in connection with this Note; (iii) any voluntary or involuntary bankruptcy proceeding or any similar action is commenced with respect to Borrower or any guarantor of this Note or any of its assets; (iv) Lender shall in good faith believe that the prospect of payment of amounts due with respect to this Note has been impaired; or (v) any representation or warranty made by Borrower or any guarantor of this Note in connection with this Note shall be false or incorrect in any material respect when made or deemed made. If one or more of the foregoing Events of Default shall occur, all or any part of the outstanding principal of this Note plus accrued unpaid interest on this Note and any other accrued unpaid amount owing under this Note shall at the option of Lender become due and payable immediately without notice to Borrower, which is hereby waived by Borrower, and Lender shall have no further obligation (if any) to make Loans under this Note, and Lender may exercise any and all available rights and remedies under any document or instrument executed in connection with this Note or under Applicable Law. ARTICLE II. MISCELLANEOUS 2.1. Waivers and Consents. Borrower and all endorsers, sureties and guarantors of this Note hereby severally waive demand and notice of demand, the Federal Reserve System, or such additional, substituted or amended reserve requirement, applicable to member banks of the Federal Reserve System, in respect of non-personal time deposits in Dollars in the City of Dallas, Texas, having a maturity comparable to such Interest Period and in an amount of $100,000.00 or more. The CD Reserve Percentage shall be a fixed percentage calculated as of and effective with the first day of such Interest Period, taking into consideration changes scheduled to occur during such Interest Period. "Default Rate" shall mean (i) from the date that any payment is due until ten (10) days thereafter, an interest rate per annum equal to the lesser of (y) two (2) percent above the interest rate otherwise applicable to such payment or, if there is no otherwise applicable interest rate, two (2) percent above the Prime Rate or (z) the Highest Lawful Rate and thereafter (ii) the Highest Lawful Rate. "Derivation CD Rate" shall mean, for the applicable Interest Period, the rate per annum determined by Lender, in accordance with its customary general practice from time to time, to be the rate that is or would be offered or quoted to Lender at its request by one or more primary dealers who make markets in certificates of deposit for the purchase at face value from Lender of certificates of deposit issued by Lender in the amount of Five Million Dollars ($5,000,000.00), having a term comparable to such Interest Period, as of approximately 8:00 a.m. Dallas, Texas time (or as soon thereafter as practicable) on the first day of such Interest Period. If no such offers or quotes are generally available for such amount, then Lender shall be entitled to determine the Derivation CD Rate by estimating in its reasonable judgment the per annum rate (as described above) that would be applicable if such quotes or offers were generally available. "Dollars" and the sign "$" shall mean lawful money of the United States of America. "Eurodollar Rate" shall mean an interest rate per annum equal to a rate determined pursuant to the following formula: London Interbank Rate _____________________________________ 100% - Eurodollar Reserve Percentage "Eurodollar Rate Loan" shall mean each Loan which bears interest based on the Eurodollar Rate. "Eurodollar Reserve Percentage" shall mean the maximum reserve requirement (including, without limitation, any basic, supplemental, marginal and emergency reserves) (expressed as a percentage) applicable to member banks of the Federal Reserve System in respect of "Eurocurrency Liabilities" under Regulation D of the Board of Governors of the Federal Reserve System, or such additional, substituted or amended reserve requirement as may be hereafter applicable to member banks of the Federal Reserve System. "Fixed Rate Loan" shall mean an Agreed Rate Loan, CD Rate Loan, or Eurodollar Rate Loan, as the context requires. "hereof," "hereto," "hereunder" and similar terms shall refer to this Note and not to any particular section or provision of this Note. "Highest Lawful Rate" shall mean at the particular time in question the maximum rate of interest per annum which, under Applicable Law, Lender is then permitted to charge Borrower on the Obligation. If the Highest Lawful Rate shall change after the date hereof, the Highest Lawful Rate shall be automatically increased or decreased, as the case may be, from time to time as of the effective time of each change in the Highest Lawful Rate without notice to Borrower; provided, however, the Highest Lawful Rate shall decrease with respect to the Note only if required by Applicable Law. For purposes of determining the Highest Lawful Rate under the Applicable Law of the State of Texas, the applicable rate ceiling shall be the indicated rate ceiling described in and computed in accordance with the provisions of Section (a)(1) of Art. 1.04, provided, that at any time such indicated rate ceiling shall be less than 18% per annum or more than 24% per annum, the provisions of Section (b)(1) and (2) of Art. 1.04 shall control for purposes of such determination, as applicable. "Interest Period" means, for each Loan, the period commencing on the date of such Loan and ending on the last day of such period as selected by Borrower pursuant to the provisions hereof. The duration of each such Interest Period for (i) each Eurodollar Rate Loan shall be 1, 2 or 3 months, (ii) each CD Rate Loan shall be 30, 60 or 90 days, (iii) each Prime Rate Loan shall be from the date of such Prime Rate Loan to the next succeeding April 1, July 1, October 1 or January 1, and (iv) each Agreed Rate Loan shall be up to 30 days as agreed to by Borrower and Lender and confirmed in writing by Borrower, subject to the other provisions hereof, as Borrower may select: provided however, that: (i) Whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Loan, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and (ii) No Interest Period may extend beyond September 30, 1995. "Laws" shall mean all constitutions, treaties, statutes, laws, ordinances, regulations, orders, writs, injunctions, or decrees of the United States, any state or commonwealth, any municipality, any foreign country, any territory or possession or any Tribunal. "Loan" shall mean any Prime Rate Loan, Agreed Rate Loan, CD Rate Loan or Eurodollar Rate Loan, as the context requires. "London Interbank Rate" shall mean, for the applicable Interest Period, the rate of interest per annum (rounded upward, if necessary, to the next higher 1/16 of 1%) determined by Lender, in accordance with its customary general practice from time to time, to be the rate at which deposits in immediately available funds in Dollars are or would be offered or quoted by Lender to major banks in the London interbank market, as of approximately 11:00 a.m. London time, or as soon thereafter as practicable, on the second Business Day immediately preceding the first day of such Interest Period, for a term comparable to such Interest Period and in the amount of Five Million Dollars ($5,000,000.00). If no such offers or quotes are generally available for such amount, then Lender shall be entitled to determine the London Interbank Rate by estimating in its reasonable judgement the per annum rate (as described above) that would be applicable if such quotes or offers were generally available. "Obligation" shall mean (without duplication) the aggregate principal amount of and any interest, fees, and other charges payable by Borrower in respect of the Loans. "Person" shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department, agency or political subdivision thereof. "Prime Rate" shall mean the prime interest rate charged by Lender as announced or published by Lender from time to time. It is understood that the Prime Rate is set by Lender as a general reference rate of interest and is not necessarily the lowest or best rate actually charged to any customer or a favored rate. "Prime Rate Loan" shall mean each Loan which bears interest based on the Prime Rate. "Taxes" shall mean all taxes, assessments, fees or other charges from time to time or at any time imposed by any Laws or by any Tribunal. "Tribunal" shall mean any state, commonwealth, federal foreign, territorial, or other court or governmental department, commission, board, bureau, district, agency or instrumentality. "Type Loan" shall mean with respect to the Loan, a Prime Rate Loan, Agreed Rate Loan, CD Rate Loan, or a Eurodollar Rate Loan. NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE AND ANY OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: LUBY'S CAFETERIAS, INC. By: Ralph Erben ___________________ Name: Ralph Erben Title: President and CEO By: John E. Curtis, Jr. ___________________ Name: John E. Curtis, Jr. Title: Executive Vice President and CFO Executed by Lender for the purpose of the Notice of Final Agreement set forth above. LENDER: NATIONSBANK OF TEXAS, N.A. By: Doug Hutt __________________ Name: Doug Hutt Title: Senior Vice President EX-10 3 NONEMPLOYEE DIR. STK. OPTION PLAN EXHIBIT 10(h) LUBY'S CAFETERIAS, INC. NONEMPLOYEE DIRECTOR STOCK OPTION PLAN 1. Introduction and Purpose The purpose of the Luby's Cafeterias, Inc. Nonemployee Director Stock Option Plan (the "Plan") is to promote the interests of Luby's Cafeterias, Inc. (the "Company") and its shareholders by strengthening the Company's ability to attract and retain the services of experienced and knowledgeable Nonemployee Directors. To accomplish these objectives, the Plan authorizes awards of options (the "Options") to purchase shares of the Company's common stock par value $.32 per share ("Common Stock") to Nonemployee Directors, thereby encouraging such directors to acquire an increased proprietary interest in the Company. The Plan shall be effective immediately upon approval of the Plan by the shareholders of the Company at the 1995 annual meeting of shareholders. If the Plan is not approved by the shareholders at such meeting it shall become automatically void. 2. Administration The Plan shall be administered by the Board of Directors of the Company (the "Board"). The decision of the Board on any questions concerning the interpretation or administration of the Plan shall, as between the Company and the Option holders, be final and conclusive. The Board may consult with counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel. Grants of Options under Section 6 hereof shall be subject to approval by the Board and shall become effective upon the dates specified in Section 6. 3. Types of Options Options granted under the Plan do not meet the requirements of Section 422 of the Internal Revenue Code and are commonly referred to as "non-qualified stock options." 4. Participants Participants shall be the directors of the Company who are not employees of the Company ("Nonemployee Directors"). 5. Shares Subject to the adjustment provisions of Section 8, the number of shares of Common Stock of the Company which may be issued upon exercise of Options granted pursuant to the Plan shall not exceed 100,000 shares. If, however, any Option granted under the Plan shall expire, terminate, or be cancelled without having been exercised in full, the unpurchased shares shall continue to be available for purposes of the Plan. More than one Option may be granted to the same participant. 6. Grant of Options (a) Initial Grants. Each person who is a Nonemployee Director on the effective date of the Plan who has three years remaining in his or her term as an elected Director shall automatically be granted, as of such date, an Option to purchase 5,000 shares of Common Stock. Each person who is a Nonemployee Director on the effective date of the Plan who has only two years remaining in his or her term as an elected Director shall automatically be granted, as of such date, an Option to purchase 3,333 shares of Common Stock. Each person who is a Nonemployee Director on the effective date of the Plan who has only one year remaining in his or her term as an elected Director shall automatically be granted, as of such date, an Option to purchase 1,666 shares of Common Stock. (b) New Nonemployee Directors. Each person who has not previously served as a Director of the Company and becomes a Nonemployee Director after the effective date of the Plan, automatically shall be granted, as of the date such person becomes a Nonemployee Director, (i) an Option to purchase 5,000 shares of Common Stock if elected to an initial term of three years, (ii) an Option to purchase 3,333 shares of Common Stock if elected to an initial term of two years or more but less than three years, or (iii) an Option to purchase 1,666 shares of Common Stock if elected to an initial term of less than two years. (c) Subsequent Grants. Each Nonemployee Director who has been granted an Option under subsection (a) or (b) above, who fulfills his or her term, and who is reelected to the Board, automatically shall be granted, as of the date of each such reelection, an Option to purchase 5,000 shares of Common Stock. 7. Listing and Registration The Company, in its discretion, may postpone the issuance and delivery of shares, upon exercise of an Option, until completion of such stock exchange listing, or registration, or other qualification of such shares under any Federal or state law, rule, or regulation, as the Company may consider appropriate. The Company may require any person exercising an Option to make such representations and to furnish such information as the Company may consider appropriate in connection with the issuance of the shares in compliance with applicable law. 8. Adjustment Provisions In the event the outstanding shares of Common Stock of the Company are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or another corporation, through reorganization, merger, consolidation, liquidation, recapitalization, reclassification, stock split-up, combination of shares, or dividend payable in stock of the class which is subject to the Plan, appropriate adjustment in the number and kind of shares as to which Options may be granted and as to which Options or portions thereof then unexercised shall be exercisable, and in the option price thereof, shall be made to the end that the proportionate number of shares or other securities as to which Options may be granted and the Option holder's proportionate interest under outstanding Options shall be maintained as before the occurrence of such event. 9. Option Price The option price shall be 100% of the Fair Market Value of the shares at the time of the granting of the Option. Such Fair Market Value shall be determined by the Board and shall be the closing price of the Common Stock on the New York Stock Exchange on the day on which the Option is granted or, if no sale of the Common Stock shall have been made on the Exchange on that day, then on the next preceding day on which a sale was made. 10. Payment for Shares Payment for shares purchased upon exercise of an Option shall be made in full at the time of exercise of the Option. No loan shall be made or guaranteed by the Company for the purpose of financing the purchase of any optioned shares. Payment of the option price shall be made in cash, or by delivering Common Stock of the Company having a Fair Market Value (determined as provided in Section 9) at least equal to the option price, or a combination of Common Stock and cash. Payment in shares of Common Stock shall be made by delivering to the Company certificates, duly endorsed for transfer, representing shares of Common Stock having an aggregate Fair Market Value on the date of exercise equal to that portion of the option price which is to be paid in Common stock. Whenever payment of the option price would require delivery of a fractional share, the optionee shall deliver the next lower whole number of shares of Common Stock and a cash payment shall be made by the optionee for the balance of the option price. 11. Terms and Exercise of Options (a) Term. An Option shall terminate upon the expiration of ten years from the date the Option is granted or one year from the date the optionee ceases to be a Director of the Company, whichever first occurs (the "Expiration Date"). In no event shall an Option be exercised after the Expiration Date. (b) Exercise. To the extent that an Option is exercisable, it may be exercised by the optionee or the legal representative of the optionee or the legal representative of the optionee's estate. Except as provided in subsection (c) below, an Option may not be exercised prior to the expiration of five years from the date the Option is granted. Once an Option becomes exercisable, it may thereafter be exercised, wholly or in part, at any time prior to its Expiration Date. (c) Acceleration. Upon the occurrence of any of the following events prior to the Expiration Date of an Option, the Option shall become immediately and fully exercisable: (i) death of the optionee; (ii) resignation or removal of the optionee as a Director of the Company by reason of a physical or mental impairment which prevents the optionee from performing the duties of his or her directorship for a period of six months or more; (iii) resignation of the optionee as a Director of the Company after having served at least two full terms as a Director; or (iv) expiration of the optionee's term of office as a Director of the Company, without being reelected to the Board, after having served at least two full terms as a Director. 12. Transferability No Option shall be assignable or transferable other than by will or the laws of descent and distribution. During an optionee's lifetime, only the optionee or his or her guardian or legal representative may exercise an Option. 13. Provision for Taxes It shall be a condition to the Company's obligation to issue or reissue shares of Common Stock upon exercise of an Option that the optionee pay, or make provision satisfactory to the Company for payment of, any federal or state income or other taxes which the Company is obligated to withhold or collect with respect to the issuance or reissuance of such shares. 14. Term of Plan Subject to the provisions of Section 16, the Plan shall continue in effect until the maximum number of shares of Common Stock issuable under the Plan have been issued. 15. Restrictions on Exercise Any provision of the Plan to the contrary notwithstanding, no Option granted pursuant to the Plan shall be exercisable at any time, in whole or in part, (i) prior to the shares of Common Stock subject to the Option being authorized for listing on the New York Stock Exchange or (ii) if issuance and delivery of the shares of Common Stock subject to the Option would be in violation of any applicable laws or governmental regulations. 16. Amendment and Termination Subject to the limitation that the provisions of the Plan shall not be amended more than once every six months other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder, the Board may at any time amend, suspend, or discontinue the Plan or alter or amend any or all Options under the Plan to the extent permitted by law. However, no such action by the Board may, without approval of the shareholders of the Company, alter the provisions of the Plan so as to: (a) increase the maximum number of shares of Common Stock that may be issued upon exercise of Options granted under the Plan except pursuant to Section 8; (b) change the class of individuals eligible to receive Options under the Plan; or (c) effect any other amendment to the Plan for which approval of the Company's shareholders is required by Rule 16b-3 under the Securities Exchange Act of 1934. 17. Unfunded Plan The Plan shall be unfunded. Neither the Company nor the Board shall be required to segregate any assets in connection with Options issued pursuant to the Plan. Any liability of the Company to any Nonemployee Director with respect to an Option shall be based solely upon contractual obligations created by the Plan and any Option Agreement. No such obligation shall be deemed to be secured by any pledge or any encumbrance on any property of the Company. 18. Governing Law This Plan shall be governed by, construed, and enforced in accordance with the internal laws of the State of Delaware, and, where applicable, the laws of the United States. EX-11 4 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 six months ended February 28, 1995 and 1994. Three months ended February 28, 1995: 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 ______________ 2,171,913,616 Divided by number of days during the period 90 _____________ 24,132,374 Six months ended February 28, 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 ______________ 4,426,487,969 Divided by number of days during the period 181 ______________ 24,455,735 Three months ended February 28, 1994: 26,388,690 x shares outstanding for 2 days 52,777,380 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 ______________ 2,352,356,399 Divided by number of days during the period 90 ______________ 26,137,293 Six months ended February 28, 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 ______________ 4,793,704,781 Divided by number of days during the period 181 ______________ 26,484,557 EX-27 5 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS AUG-31-1995 FEB-28-1995 5,889 0 297 0 3,816 13,650 386,790 123,880 293,235 84,776 0 8,769 0 0 179,878 293,235 100,570 100,570 52,124 52,124 30,024 0 369 13,731 5,149 8,582 0 0 0 8,582 0.36 0.36 Other stockholders' equity amount is less cost of treasury stock of $84,427.
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