-----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, SnQa+fElXTLJPbSHNF0eiT1SvfaDjE0eBKxwwY1OKo/AkwTSQs8R00d3+r1IRoCp xD8gnAaRzdN7Y/4T8h86Kg== 0000016099-99-000011.txt : 19990630 0000016099-99-000011.hdr.sgml : 19990630 ACCESSION NUMBER: 0000016099-99-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-08308 FILM NUMBER: 99654360 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 11-K 1 FORM 11-K FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ____________________ Commission file number 333-19283 LUBY'S CAFETERIAS SAVINGS AND INVESTMENT PLAN (Full title of the plan) LUBY'S, INC. (name of issuer of the securities held pursuant to the plan) 2211 Northeast Loop 410 Post Office Box 33069 San Antonio, Texas 78265-3069 (Address of principal executive office) REQUIRED INFORMATION Item 1. Audited Statements of Net Assets Available for Benefits Audited statements of net assets available for benefits at December 31, 1998 and 1997, prepared in accordance with the financial reporting requirements of ERISA are filed herewith as an exhibit. Item 2. Audited Statements of Changes in Net Assets Available for Benefits Audited statements of changes in net assets available for benefits for the year ended December 31, 1998, and the ten months ended December 31, 1997, prepared in accordance with the financial reporting requirements of ERISA are filed herewith as an exhibit. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator of the plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 29, 1999. LUBY'S CAFETERIAS SAVINGS AND INVESTMENT PLAN By: Luby's, Inc. Plan Administrator LAURA M. BISHOP By: ___________________________ Laura M. Bishop Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Document 1 Audited financial statements, notes thereto and supplemental schedules 2 Consent of Ernst & Young LLP EX-1 2 FINANCIAL STATEMENTS Exhibit 1 Report of Independent Auditors Plan Administrator Luby's Cafeterias Savings and Investment Plan San Antonio, Texas We have audited the accompanying statements of net assets available for benefits of the Luby's Cafeterias Savings and Investment Plan as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998 and the ten months ended December 31, 1997. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998 and 1997, and the changes in its net assets available for benefits for the year ended December 31, 1998, and the ten months ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1998, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ERNST & YOUNG LLP April 30, 1999 Luby's Cafeterias Savings and Investment Plan Statements of Net Assets Available for Benefits December 31 1998 1997 ____ ____ Assets Investments, at fair value: CIGNA Guaranteed Income Fund $ 745,094 $ 302,685 CIGNA Lifetime Funds 1,396,579 600,992 CIGNA Large Co. Stock Index Fund 911,844 334,252 PBHG Growth Fund 1,022,618 549,262 Templeton Foreign Fund 258,208 129,275 Luby's Cafeterias, Inc. Stock 342,136 140,706 Participant loans 76,361 10,633 _________ _________ Total investments 4,752,840 2,067,805 Receivables: Participant contributions 195 52,814 _________ _________ Net assets available for benefits $4,753,035 $2,120,619 _________ _________ See accompanying notes. Luby's Cafeterias Savings and Investment Plan Statements of Changes in Net Assets Available for Benefits Year Ten Months Ended Ended December 31 December 31 1998 1997 ____________ _____________ Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $ 241,441 $ 54,026 Interest 32,021 7,164 Dividends 9,933 1,482 _________ _________ 283,395 62,672 Contributions: Participants 2,612,159 2,095,206 _________ _________ Total additions 2,895,554 2,157,878 Deductions from net assets attributed to: Benefits to participants 244,100 31,754 Administrative expenses 19,038 5,505 _________ _________ Total deductions 263,138 37,259 _________ _________ Net increase 2,632,416 2,120,619 Net assets available for benefits at beginning of period 2,120,619 --- _________ _________ Net assets available for benefits at end of period $4,753,035 $2,120,619 _________ _________ See accompanying notes. Luby's Cafeterias Savings and Investment Plan Notes to Financial Statements December 31, 1998 and 1997 1. Significant Accounting Policies The accounting records of the Luby's Cafeterias Savings and Investment Plan (the Plan) are maintained on the accrual basis of accounting. The Plan's investments are held in common stock of Luby's Cafeterias, Inc. (the Company),CIGNA Guaranteed Income Fund, CIGNA Lifetime Funds, CIGNA Large Company Stock Index Fund (formerly CIGNA Stock Market Index Account), PBHG Growth Fund, and Templeton Foreign Fund, which are stated at fair value based on quoted market prices on the valuation date. Changes in fair market value and gains and losses on the sale of investment securities are reflected in the statement of changes in net assets available for benefits as net appreciation in fair value of investments. Certain administrative expenses of the Plan are paid by the Company. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 2. Description of the Plan The following is a general description of the Plan. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan, which was effective on March 1, 1997, is a defined contribution plan qualified under Section 401(a) of the Internal Revenue Code (IRC). Employees of the Company and Luby's Restaurants Limited Partnership who complete one year of service, which is defined as 1,000 hours, and have attained age 21 are eligible to participate in the Plan on the next January 1, April 1, July 1, or October 1. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Investments Effective March 1, 1997, the Plan entered into a group annuity contract with Connecticut General Life Insurance Company (CGLIC). The contract includes a Guaranteed Income Fund which is invested in CGLIC's general portfolio and is fully benefit-responsive and, therefore, recorded at contract value. Contract value equals all contributions and transfers into the account, plus accrued interest, less payments. The average yield on the Guaranteed Income Fund was 5.75% and 5.95% for 1998 and 1997, respectively. The credited interest rate was 5.75% and 5.95% at December 31, 1998 and 1997, respectively. Because the credited interest rate is reset periodically at the discretion of CGLIC, the contract value approximates fair value. Amounts invested in the Guaranteed Income Fund might be subject to certain restrictions if the contract is terminated or if assets are withdrawn. The value of the group annuity contract is subject to the stability of CGLIC. The contract also includes eight pooled separate accounts. CGLIC determines the fair value of the pooled separate accounts based on quoted market values of the assets in the separate accounts. Contributions and Investment Options Participants may contribute an amount not less than 1% and not exceeding 15% of their compensation, limited by 401(k) regulations, and may direct investments of their accounts in either common stock of the Company, CIGNA Guaranteed Income Fund, CIGNA Lifetime Funds, CIGNA Large Company Stock Index Fund, PBHG Growth Fund, or Templeton Foreign Fund. Participant Accounts Each participant's account is credited with the participant's contributions and allocations of Plan earnings, and charged with an allocation of any applicable participant expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Participant Loans Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their account balance, reduced by the highest amount of any loan outstanding within the previous twelve months. Loan transactions are treated as a transfer from (to) the investment fund to (from) the loan fund. Loan terms range up to five years for general purpose loans or up to 30 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with prevailing rates as determined quarterly by the Plan administrator. Interest rates on outstanding loans range from 9 to 9.5 percent. Principal and interest are paid ratably through payroll deductions. Payment of Benefits Upon retirement, or in the event of death or disability, a participant will receive a lump-sum payment of his (her) account in the Plan and all amounts which have been allocated to his (her) Plan account. In the event of termination of employment with the employer for any other reason, the participant is entitled to the vested portion of his (her) account in the Plan and all vested amounts which have been allocated to his (her) Plan account. Plan Termination Although it has not expressed any intent to do so, the Company has the right to terminate the Plan subject to the provisions of ERISA. 3. Benefits Payable to Terminated Participants At December 31, 1998, there were 157 terminated participants in the Plan entitled to aggregate vested benefits totaling $188,127 in cash distributions. The actual distribution of these benefits, in the form of cash, will occur subsequent to December 31, 1998. At December 31, 1997, there were 124 terminated participants entitled to aggregate vested benefits totaling $38,217 in cash distributions. 4. Reconciliation of Financial Statements to Form 5500 The Form 5500 is prepared on the modified cash basis of accounting. The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31 1998 1997 ____ ____ Net assets available for benefits per the financial statements $4,753,035 $2,120,619 Participant contributions receivable (195) (52,814) _________ _________ Net assets available for benefits per the Form 5500 $4,752,840 $2,067,805 _________ __________ The following is a reconciliation of contributions received from participants per the financial statements to the Form 5500 for the year ended December 31, 1998: Contributions received from participants per the financial statements $2,612,159 Plus: Amounts receivable from participants at December 31, 1997 52,814 Less: Amounts receivable from participants at December 31, 1998 (195) __________ Contributions received from participants per the Form 5500 $2,664,778 __________ 5. Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated February 13, 1998, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 6. Statement of Changes in Net Assets Available for Benefits Segregated by Participant-Directed Investment Options The following represents the changes in net assets available for benefits segregated by participant-directed investment options for the year ended December 31, 1998 and the ten months ended December 31, 1997:
Year Ended December 31, 1998 Participant-Directed ________________________________________________________________ CIGNA Guaranteed Income CIGNA CIGNA CIGNA CIGNA Fund Lifetime 20 Lifetime 30 Lifetime 40 Lifetime 50 ________________________________________________________________ Additions to net assets attributed to: Investment income: Net appreciation (depreciation)in fair value of investments $ - $ 23,480 $ 45,759 $ 32,993 $ 16,702 Interest 29,476 214 242 238 23 Dividends - - - - - ________________________________________________________________ 29,476 23,694 46,001 33,231 16,725 Contributions: Participants 439,769 149,068 271,149 195,624 112,240 Principal payments on loans 1,958 2,801 888 830 209 ________________________________________________________________ Total additions 471,203 175,563 318,038 229,685 129,174 Deductions from net assets attributed to: Benefits to participants 44,125 15,248 26,397 18,917 9,470 Administrative expenses 3,973 2,252 2,974 1,981 841 Loan withdrawals 20,415 8,623 5,529 6,918 --- ________________________________________________________________ Total deductions 68,513 26,123 34,900 27,816 10,311 Net interfund transfers 39,719 12,251 (1,722) 6,708 (6,613) ________________________________________________________________ Net increase (decrease) 442,409 161,691 281,416 208,577 112,250 Net assets available for benefits at beginning of year 302,685 113,974 223,260 154,001 81,679 ________________________________________________________________ Net assets available for benefits at end of year $745,094 $275,665 $504,676 $362,578 $193,929 ________________________________________________________________
___________________________________________________________________________ CIGNA Large Luby's Company Temple- Cafe- CIGNA Stock PBHG ton terias, Parti- Life- Index Growth Foreign Inc. cipant time 60 Fund Fund Fund Stock Loans Other Total ___________________________________________________________________________ $ 4,963 $147,866 $ 18,336 $(14,918) $(33,740) $ - $ - $ 241,441 27 738 713 235 115 - - 32,021 - - - - 9,933 - - 9,933 ____________________________________________________________________________ 4,990 148,604 19,049 (14,683) (23,692) - - 283,395 34,865 436,992 620,079 172,693 232,299 - (52,619) 2,612,159 226 5,641 4,457 1,770 1,095 (19,875) - - ____________________________________________________________________________ 40,081 591,237 643,585 159,780 209,702 (19,875) (52,619) 2,895,554 3,555 40,822 57,197 9,307 17,088 1,974 - 244,100 420 2,840 1,900 251 1,606 - - 19,038 826 19,226 17,965 4,817 3,258 (87,577) - - ____________________________________________________________________________ 4,801 62,888 77,062 14,375 21,952 (85,603) - 263,138 (3,627) 49,243 (93,167) (16,472) 13,680 - - - ____________________________________________________________________________ 31,653 577,592 473,356 128,933 201,430 65,728 (52,619) 2,632,416 28,078 334,252 549,262 129,275 140,706 10,633 52,814 2,120,619 ____________________________________________________________________________ $59,731 $911,844 $1,022,618 $258,208 $342,136 $76,361 $ 195 $4,753,035 ____________________________________________________________________________
Ten Months Ended December 31, 1997 Participant-Directed ________________________________________________________________ CIGNA Guaranteed Income CIGNA CIGNA CIGNA CIGNA Fund Lifetime 20 Lifetime 30 Lifetime 40 Lifetime 50 ________________________________________________________________ Additions to net assets attributed to: Investment income: Net appreciation (depreciation)in fair value of investments $ - $ 4,920 $ 10,956 $ 6,922 $ 3,558 Interest 7,030 81 - - - Dividends - - - - - ________________________________________________________________ 7,030 5,001 10,956 6,922 3,558 Contributions: Participants 303,045 112,029 215,149 149,158 80,748 Principal payments on loans - 949 - - - _______________________________________________________________ Total additions 310,075 117,979 226,105 156,080 84,306 Deductions from net assets attributed to: Benefits to participants 7,466 1,489 3,192 867 698 Administrative expenses 981 943 928 391 162 Loan withdrawals 269 3,318 666 117 117 _______________________________________________________________ Total deductions 8,716 5,750 4,786 1,375 977 Net interfund transfers 1,326 1,745 1,941 (704) (1,650) _______________________________________________________________ Net assets available for benefits $302,685 $113,974 $223,260 $154,001 $ 81,679 _______________________________________________________________
___________________________________________________________________________ CIGNA Luby's Stock Temple- Cafete- CIGNA Market PBHG ton rias, Parti- Life- Index Growth Foreign Inc. cipant time 60 Account Fund Fund Stock Loans Other Total ___________________________________________________________________________ $ 1,162 $ 28,424 $ 17,732 $ (3,240) $(16,408) $ - $ - $ 54,026 - 19 25 6 3 - - 7,164 - - - - 1,482 - - 1,482 ___________________________________________________________________________ 1,162 28,443 17,757 (3,234) (14,923) - - 62,672 27,209 303,987 554,181 135,970 160,916 - 52,814 2,095,206 - 217 277 64 36 (1,543) - - ___________________________________________________________________________ 28,371 332,647 572,215 132,800 146,029 (1,543) 52,814 2,157,878 134 2,579 9,478 2,698 3,153 - - 31,754 42 557 693 170 638 - - 5,505 117 2,958 2,763 1,409 442 (12,176) - - ___________________________________________________________________________ 293 6,094 12,934 4,277 4,233 (12,176) - 37,259 - 7,699 (10,019) 752 (1,090) - - - ___________________________________________________________________________ $28,078 $334,252 $549,262 $129,275 $140,706 $10,633 $52,814 $2,120,619 ___________________________________________________________________________
Luby's Cafeterias Savings and Investment Plan Notes to Financial Statements (continued December 31, 1998 and 1997 7. Year 2000 (Unaudited) During 1998 the Company, in the ordinary course of business, decided to migrate its information technology from internally developed systems to commercially available products, for a variety of business reasons, which are Year 2000 compliant. The system migration included all systems that have a direct impact on the Plan. The Company has also established formal communications with its third-party service providers to determine that they have developed plans to address their own Year 2000 issues which relate to the Plan. All third-party service providers have indicated that they will be Year 2000 compliant by late 1999. The Company does not believe a contingency plan is required and does not intend to create one as it believes the likelihood is remote that the third- party service providers have not fully addressed the Year 2000 issue or that it would have a material impact on the Plan. SUPPLEMENTAL SCHEDULES Luby's Cafeterias Savings and Investment Plan Item 27a - Schedule of Assets Held for Investment Purposes EIN: 74-1335253 Plan No.: 003 December 31, 1998 Description of Investment, Including Identity of Issue, Maturity Date, Rate of Borrower, Lessor, Interest, Collateral, Current or Similar Party Par or Maturity Date Cost Value _________________ ______________________ _________ _________ *CIGNA Guaranteed Income Fund Fixed income account $745,094 $745,094 *CIGNA Lifetime 20 Pooled separate account 244,188 275,665 *CIGNA Lifetime 30 Pooled separate account 442,968 504,676 *CIGNA Lifetime 40 Pooled separate account 316,818 362,578 *CIGNA Lifetime 50 Pooled separate account 170,182 193,929 *CIGNA Lifetime 60 Pooled separate account 52,725 59,731 *CIGNA Large Company Stock Index Fund Pooled separate account 737,046 911,844 PBHG Growth Fund Pooled separate account 965,728 1,022,618 Templeton Foreign Fund Pooled separate account 271,451 258,208 *Luby's Cafeterias, Inc. Stock Common stock 21,545 shares 381,129 342,136 *Participant loans Interest accrued at prime rate plus 1%, varying maturity dates, 9.00%- 9.50% charged during 1998 - 76,361 *Denotes party-in-interest
Luby's Cafeterias Savings and Investment Plan Item 27d - Schedule of Reportable Transactions EIN: 74-1335253 Plan No.: 003 Year Ended December 31, 1998 Description of Asset (Including Identity Interest Rate and Current Value of Party Maturity in Case Purchase Selling Cost of of Asset on Net Gain Involved* of a Loan) Price Price Asset Transaction Date or ______________________________________________________________________________________________________________________ Category (iii) - Series of Securities Transactions CIGNA Guaranteed Income Fund $495,172 $ - $495,172 $495,172 $ - CIGNA Guaranteed Income Fund - 81,906 81,906 81,906 - CIGNA Lifetime 20 Fund 168,303 - 168,303 168,303 - CIGNA Lifetime 20 Fund - 34,520 33,790 34,520 730 CIGNA Lifetime 30 Fund 280,885 - 280,885 280,885 - CIGNA Lifetime 30 Fund - 53,434 50,452 53,434 2,982 CIGNA Lifetime 40 Fund 199,760 - 199,760 199,760 - CIGNA Lifetime 40 Fund - 32,118 30,155 32,118 1,963 CIGNA Lifetime 50 Fund 109,867 - 109,867 109,867 - CIGNA Lifetime 50 Fund - 19,139 18,030 19,139 1,109 CIGNA Large Co. Stock Index Fund 512,841 - 512,841 512,841 - CIGNA Large Co. Stock Index Fund - 92,314 82,476 92,314 9,838 PBHG Growth Fund 622,283 - 622,283 622,283 - PBHG Growth Fund - 178,139 190,233 178,139 (12,094) Templeton Foreign Fund 181,972 - 181,972 181,972 - Templeton Foreign Fund - 41,457 43,190 41,457 (1,733) Luby's Cafeterias, Inc. Stock 252,705 - 252,705 252,705 - Luby's Cafeterias, Inc. Stock - 26,161 29,102 26,161 (2,941) There were no Category (i), (ii), or (iv) transactions during the year ended December 31, 1998. *All transactions on market
EX-2 3 CONSENT OF INDEPENDENT AUDITORS Exhibit 2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-19283) pertaining to the Employees' Savings and Investment Plan of Luby's, Inc. of our report dated April 30, 1999, with respect to the financial statements and schedules of the Luby's Cafeterias Savings and Investment Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1998. ERNST & YOUNG LLP San Antonio, Texas June 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----