sec document
UNITED STATES
SECURTIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Under Rule 14a-12
LUBY'S, INC.
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(Name of Registrant as Specified in Its Charter)
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
PARCHE, LLC
RCG ENTERPRISE, LTD
RCG STARBOARD ADVISORS, LLC
RAMIUS CAPITAL GROUP, L.L.C.
C4S & CO., L.L.C.
PETER A. COHEN
MORGAN B. STARK
JEFFREY M. SOLOMON
THOMAS W. STRAUSS
STEPHEN FARRAR
WILLIAM J. FOX
BRION G. GRUBE
MATTHEW Q. PANNEK
JEFFREY C. SMITH
GAVIN MOLINELLI
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
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|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED NOVEMBER 20, 2007
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
______________, 2007
Dear Fellow Shareholder:
Starboard Value and Opportunity Master Fund Ltd. ("Starboard") and the
other participants in this solicitation (collectively, the "Ramius Group") are
the beneficial owners of an aggregate of 1,952,100 shares of common stock of
Luby's, Inc. (the "Company"), representing approximately ___% of the outstanding
shares of common stock of the Company. For the reasons set forth in the attached
Proxy Statement, the Ramius Group does not believe that the Board of Directors
of the Company (the "Board") is acting in the best interest of its shareholders.
The Ramius Group is therefore seeking your support at the Annual Meeting of
Shareholders scheduled to be held at the Sheraton Brookhollow Hotel located at
3000 North Loop West, Houston, Texas 77092, on January 15, 2008 at 11:00 a.m.,
Houston time, for the following:
1. To elect Starboard's slate of four nominees to the Board to serve until
the 2011 Annual Meeting of Shareholders;
2. To ratify the appointment of Grant Thornton LLP as independent auditor
for the 2008 fiscal year; and
3. To recommend that the Board consider adoption of the non-binding
shareholder proposal to declassify the Board.
The Ramius Group urges you to carefully consider the information contained
in the attached Proxy Statement and then support its efforts by signing, dating
and returning the enclosed GOLD proxy card today. The attached Proxy Statement
and the enclosed GOLD proxy card are first being furnished to the shareholders
on or about ___________ __, 2007.
If you have already voted for the incumbent Board slate, you have every
right to change your vote by signing, dating and returning a later dated proxy.
If you have any questions or require any assistance with your vote, please
contact Innisfree M&A Incorporated, which is assisting us, at their address and
toll-free numbers listed on the following page.
Thank you for your support.
Jeffrey C. Smith
Starboard Value and Opportunity Master
Fund Ltd.
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IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR GOLD PROXY CARD,
OR NEED ADDITIONAL COPIES OF STARBOARD'S PROXY MATERIALS, PLEASE CALL
INNISFREE M&A INCORPORATED AT THE PHONE NUMBERS LISTED BELOW.
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Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders Call Toll-Free at: (877) 800-5185
Banks and Brokers Call Collect at: (212) 750-5833
2008 ANNUAL MEETING OF SHAREHOLDERS
OF
LUBY'S, INC.
-------------------------
PROXY STATEMENT
OF
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
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PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY
Starboard Value and Opportunity Master Fund Ltd., a Cayman Islands
exempted company ("Starboard"), Parche, LLC, a Delaware limited liability
company ("Parche"), RCG Enterprise, Ltd, a Cayman Islands exempted company
("RCG Enterprise"), RCG Starboard Advisors, LLC, a Delaware limited liability
company ("RCG Starboard Advisors"), Ramius Capital Group, L.L.C., a Delaware
limited liability company ("Ramius Capital"), C4S & Co., L.L.C., a Delaware
limited liability company ("C4S"), Peter A. Cohen ("Mr. Cohen"), Morgan B.
Stark ("Mr. Stark"), Thomas W. Strauss ("Mr. Strauss"), Jeffrey M. Solomon
("Mr. Solomon"), Stephen Farrar ("Mr. Farrar"), William J. Fox ("Mr. Fox"),
Brion G. Grube ("Mr. Grube") and Mathew Q. Pannek ("Mr. Pannek")
(collectively, the "Ramius Group") are significant shareholders of Luby's,
Inc., a Delaware corporation ("Luby's" or the "Company"). The members of the
Ramius Group, as well as Jeffrey C. Smith ("Mr. Smith") and Gavin Molinelli
("Mr. Molinelli"), are participants in this solicitation. Mr. Smith is a
Partner of Ramius Capital and Mr. Molinelli is an Associate of Ramius
Capital. The Ramius Group does not believe that the Board of Directors of
the Company (the "Board") is acting in the best interest of its
shareholders. The Ramius Group is therefore seeking your support at the
Annual Meeting of Shareholders scheduled to be held at the Sheraton
Brookhollow Hotel located at 3000 North Loop West, Houston, Texas 77092, on
January 15, 2008 at 11:00 a.m., Houston time, including any adjournments or
postponements thereof and any meeting which may be called in lieu thereof
(the "Annual Meeting"), for the election of Starboard's director nominees,
Stephen Farrar, William J. Fox, Brion G. Grube and Mathew Q. Pannek (the
"Ramius Nominees"), to serve until the 2011 Annual Meeting of Shareholders.
As of ________ __, 2007, the approximate date on which this Proxy
Statement is being mailed to shareholders, the members of the Ramius Group were
the beneficial owners of an aggregate of 1,952,100 shares of common stock of the
Company, par value $0.32 per share (the "Shares"), which currently represents
approximately ___% of the issued and outstanding Shares, all of which are
entitled to be voted at the Annual Meeting.
Luby's has set the record date for determining shareholders entitled to
notice of and to vote at the Annual Meeting as November 16, 2007 (the "Record
Date"). The mailing address of the principal executive offices of Luby's is
13111 Northwest Freeway, Suite 600, Houston, Texas 77040. Shareholders of record
at the close of business on the Record Date will be entitled to vote at the
Annual Meeting. According to Luby's, as of the Record Date, there were
__________ Shares outstanding and entitled to vote at the Annual Meeting. The
participants in this solicitation intend to vote all of their Shares FOR the
election of the Ramius Nominees.
THIS SOLICITATION IS BEING MADE BY THE RAMIUS GROUP AND NOT ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY. THE RAMIUS GROUP IS NOT AWARE OF ANY OTHER
MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER MATTERS, WHICH THE
RAMIUS GROUP IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE
BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED
GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.
THE RAMIUS GROUP URGES YOU TO SIGN, DATE AND RETURN THE GOLD PROXY CARD IN FAVOR
OF THE ELECTION OF ITS NOMINEES.
IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY LUBY'S BOARD TO LUBY'S, YOU
MAY REVOKE THAT PROXY AND VOTE FOR THE ELECTION OF THE RAMIUS NOMINEES BY
SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD. THE LATEST DATED
PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO
THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED
PROXY FOR THE ANNUAL MEETING TO THE RAMIUS GROUP, C/O INNISFREE M&A INCORPORATED
WHICH IS ASSISTING IN THIS SOLICITATION, OR TO THE SECRETARY OF LUBY'S, OR BY
VOTING IN PERSON AT THE ANNUAL MEETING.
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IMPORTANT
YOUR VOTE IS IMPORTANT, NO MATTER HOW FEW SHARES YOU OWN. THE RAMIUS GROUP
URGES YOU TO SIGN, DATE, AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY TO VOTE
FOR THE ELECTION OF THE RAMIUS NOMINEES.
o If your Shares are registered in your own name, please sign and date
the enclosed GOLD proxy card and return it to the Ramius Group, c/o
Innisfree M&A Incorporated, in the enclosed envelope today.
o If your Shares are held in a brokerage account or bank, you are
considered the beneficial owner of the Shares, and these proxy
materials, together with a GOLD voting form, are being forwarded to
you by your broker or bank. As a beneficial owner, you may either
(i) instruct your broker, trustee or other representative how to
vote or (ii) request of your broker, trustee or other
representative, a proxy for the Shares that you beneficially own and
pursuant to such proxy vote the Shares in person at the Annual
Meeting. Your broker cannot vote your Shares on your behalf without
your instructions. Accordingly, please contact the person
responsible for your account and either instruct that person to
execute on your behalf the GOLD proxy card or provide you with a
proxy for the Shares that you beneficially own so that you may vote
the Shares in person pursuant to such proxy at the Annual Meeting.
The Ramius Group urges you to confirm any instructions that you send
in writing to the person responsible for your account and to provide
a copy of such instructions to the Ramius Group, c/o Innisfree M&A
Incorporated, who is assisting in this solicitation, at the address
and telephone numbers set forth below, and on the back cover of this
Proxy Statement, so that we may be aware of all instructions and can
attempt to ensure that such instructions are followed.
o Depending upon your broker or custodian, you may be able to vote
either by toll-free telephone or by the Internet. Please refer to
the enclosed voting form for instructions on how to vote
electronically. You may also vote by signing, dating and returning
the enclosed voting form.
Since only your latest dated proxy card will count, we urge you not to
return any proxy card you receive from the Company. Even if you return the
Company's proxy card marked "withhold" as a protest against the incumbent
directors, it will revoke any proxy card you may have previously sent to the
Ramius Group. Remember, you can vote for our four nominees only on our GOLD
proxy card. So please make certain that the latest dated proxy card you return
is the GOLD proxy card.
If you have any questions regarding your proxy, or need
assistance in voting your Shares, please call:
INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
SHAREHOLDERS CALL TOLL-FREE AT: (877) 800-5185
BANKS AND BROKERS CALL COLLECT AT: (212) 750-5833
-3-
REASONS FOR THE SOLICITATION
The Ramius Group owns in the aggregate a total of 1,952,100 Shares,
representing approximately ___% of the issued and outstanding common stock of
the Company. We believe the election of the Ramius Nominees represents the best
means for Luby's shareholders to maximize the value of their Shares. We believe
that our nominees will strengthen the quality of Luby's Board by adding valuable
restaurant industry and corporate finance expertise. Additionally, we believe
that the election of the Ramius Nominees will help to ensure that any potential
conflicts of interest that certain directors may have with respect to decisions
that relate to their interests in both Luby's and Pappas restaurants are
evaluated and addressed appropriately with the best interests of all
shareholders in mind. Although the current Luby's Board may technically comply
with the requirements of the NYSE and SEC rules relating to board
"independence," we believe that certain decisions by the Luby's Board, including
the decision to unilaterally increase the threshold to 33% for Christopher and
Harris Pappas under the Company's shareholder rights plan, or "poison pill,"
call into question whether the Luby's Board is truly "independent" of the Pappas
brothers and whether it has been acting in the best interest of all of Luby's
shareholders.
OUR NOMINEES WILL STRENGTHEN THE QUALITY OF THE LUBY'S BOARD BY
PROVIDING ESSENTIAL RESTAURANT AND CORPORATE FINANCE EXPERTISE.
The Ramius Group, as the largest independent shareholder of Luby's, has a
vested financial interest in the maximization of the value of Luby's Shares. Our
interests are aligned with the interests of all shareholders. The Ramius
Nominees are highly experienced restaurant and corporate finance professionals.
They are well qualified to oversee the Luby's management team and can prove
valuable in evaluating and executing the Company's new growth strategy. They are
committed to acting solely in the best interest of all Luby's shareholders. If
elected, we believe the Ramius Nominees will strengthen the Board and enable a
higher probability of the most successful outcome.
WE WISH TO PROVIDE SHAREHOLDERS WITH THE OPPORTUNITY TO ELECT NEW DIRECTORS
TO THE BOARD WHO ARE TRULY INDEPENDENT AND WHO, IF ELECTED, WILL WORK TO
IMPROVE BOARD OVERSIGHT.
The current Luby's management team and Board include several individuals
who are currently working, or have formerly worked, at Pappas restaurants,
including Christopher J. Pappas, the Company's Chief Executive Officer (the
"CEO"), and Harris J. Pappas, the Company's Chief Operating Officer (the "COO"),
both of whom serve on the current Board. In order to ensure that the Company is
being operated with the best interest of Luby's shareholders in mind, we believe
it is imperative for Luby's to have a strong Board that is not only
"independent" under minimum NYSE and SEC requirements, but that is also
"independent" with regard to evaluating situations involving decisions in which
the best interests of the Pappas brothers may not be aligned squarely with the
best interests of all shareholders.
As an example of one of these situations, on October 30, 2007, Luby's
announced that it had amended its "poison pill" to increase the number of shares
of common stock that the CEO and COO are permitted to own without triggering the
poison pill to 33% of the Company's outstanding shares, while the threshold for
all other shareholders remains at 15%. The primary purpose of a "poison pill" is
to require a potential acquirer to negotiate an appropriate control premium with
a company's board before allowing such an acquirer to gain control. In our
opinion, shareholders receive no conceivable benefit from the Board allowing the
Pappas brothers to further increase their effective control of the Company
without paying shareholders a control premium.
OUR INDEPENDENT NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTEREST OF
ALL SHAREHOLDERS AND WILL WORK DILIGENTLY WITH THE OTHER BOARD MEMBERS AND
MANAGEMENT TO AID IN THE EXECUTION OF THE GROWTH STRATEGY WHILE EXPLORING ANY
AND ALL ALTERNATIVES TO ENHANCE SHAREHOLDER VALUE.
Each of the Ramius Nominees, if elected, is committed to acting in
accordance with his fiduciary duties as a director in all matters that come
before the Board. The Ramius Nominees are independent of the Company in
accordance with Securities and Exchange Commission ("SEC") and New York Stock
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Exchange, Inc. ("NYSE") rules on board independence and would seek to maximize
value for all shareholders. If elected, subject to their fiduciary duties as
directors, the Ramius Nominees will seek to work with the other members of the
Board to take those steps that they deem are necessary or advisable to unlock
the Company's intrinsic value and generate long-term value at the Company,
including considering a possible sale-leaseback transaction, significant stock
buy-back, a special dividend or a sale of the Company. Additionally, the Ramius
Nominees, if elected, are committed to acting in the best interests of all of
the Company's shareholders.
Although the Ramius Nominees will not be able to adopt any measures
without the support of at least some members of the current Board, we believe
that the election of the Ramius Nominees will send a strong message to the Board
that shareholders believe in the long-term value of the Company and that the
path to maximizing value is through increased Board oversight and
accountability.
LUBY'S HAS MAINTAINED POOR CORPORATE GOVERNANCE PRACTICES.
In addition to the potential conflicts of interest that may arise as a
result of several members of Luby's management and the Board currently and/or
formerly being employed with Pappas restaurants, the Ramius Group believes that
Luby's has and continues to maintain poor corporate governance practices which
inhibit the accountability of management and directors. Examples of what we
believe to be the poor corporate governance practices of Luby's include:
o The Company has maintained a "staggered" or classified board.
DESPITE A MAJORITY OF THE SHARES CAST HAVING BEEN VOTED TO RECOMMEND
THAT THE BOARD CONSIDER ADOPTION OF A NON-BINDING SHAREHOLDER
PROPOSAL TO DECLASSIFY THE BOARD IN YEARS 2001, 2003, 2004, 2005 AND
2006, THE BOARD HAS YET TO TAKE ANY STEPS NECESSARY TO IMPLEMENT THE
PROPOSAL. In order to implement an amendment to the Company's
certificate of incorporation to declassify the Board, the approval
of holders of 80% of the outstanding shares would be required. This
threshold has not been reached in any year in which the shareholders
have voted on the non-binding proposal;
o The Company maintains anti-takeover defenses, including a
shareholder rights plan or "poison pill." ALTHOUGH THE OWNERSHIP
THRESHOLD FOR ALL OTHER SHAREHOLDERS TO TRIGGER THE POISON PILL IS
15%, THE PAPPASES ARE NOW PERMITTED TO COLLECTIVELY OWN UP TO 33% OF
THE SHARES OUTSTANDING WITHOUT TRIGGERING THE POISON PILL;
o The Company's Bylaws permit the Board to increase the size of the
Board to a maximum of fifteen persons by a majority vote and to fill
vacancies without shareholder approval; provided that the Board may
only fill two vacancies created by such an increase between
elections of directors at an annual or special meeting of
shareholders, and directors appointed by the Board to fill such
vacancies serve only until the next annual meeting where directors
are elected;
o A supermajority vote is required for shareholders to amend certain
provisions of the Company's Certificate of Incorporation and Bylaws,
including rescinding the classified Board;
o Special meetings of shareholders may only be called by the
shareholders to the extent that they hold at least 50% of the
outstanding voting Shares; and
o Shareholders are prohibited from taking action by written consent.
Such measures, we believe, serve no reasonable purpose other than to allow
for the entrenchment of directors and demonstrate a disregard for the interests
of shareholders.
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Governance provisions such as these are contrary to the guidelines for
corporate governance best practices issued by leading advocates of shareholder
democracy, such as Institutional Shareholder Services (ISS) and Glass, Lewis &
Co. What these provisions do provide, in our opinion, is insulation to the
incumbent Board and few avenues for change to shareholders dissatisfied with the
status quo. If elected, the Ramius Nominees will use their best efforts to cause
the Board to terminate the poison pill and implement corporate governance reform
while exploring all potential alternatives to maximize shareholder value.
Although the Luby's Board may meet the minimum requirements for
"independence" as set forth under NYSE requirements and SEC rules, we question
to what extent certain directors may be influenced by the interests of the
Pappas brothers in their other restaurant business, and we reiterate our belief
that shareholders would benefit from increased oversight and accountability at
the board level.
In the event that the Board attempts to use new bylaws or amended bylaws
to prevent the shareholders, including the Ramius Group, from accomplishing the
objectives described in this Proxy Statement, the Ramius Nominees, if elected,
will seek to work with the other Board members to repeal any new or amended
bylaws having such an effect to the extent that the Ramius Nominees determine
that such new or amended bylaws are not aligned with the shareholders' best
interests.
The following is a chronology of events leading up to this proxy
solicitation:
o On May 1, 2007, Starboard delivered a letter to the Chief Executive
Officer of the Company requesting a meeting.
o On July 30, 2007, Ramius Capital filed a Schedule 13D with the SEC
wherein it attached a letter from RCG Starboard Advisors to the
Chief Executive Officer of the Company. The letter outlined RCG
Starboard Advisors' view that the Company could maximize value by
either 1) executing a sale leaseback on a substantial portion of the
owned real estate with a coincident stock buyback and special
dividend or 2) selling the Company for a price that reflects the
full value of the Luby's concept and the associated real estate in
order to maximize risk adjusted returns for shareholders. The letter
also stated RCG Starboard Advisors' belief that the Company should
address the potential conflicts of interest and time commitment
issues of certain of Luby's members of management and directors who
are also employed by, or otherwise affiliated with, the Pappas
restaurant entities.
o On October 2, 2007, certain representatives of Ramius Capital met
with Luby's management team. The purpose of the meeting was to gain
a better understanding of the Company's overall strategy and plans
to unlock value at the Company.
o On October 15, 2007, Starboard delivered a letter to the Company in
accordance with the Company's advance notice bylaw provision,
nominating Messrs. Farrar, Fox, Grube and Pannek for election to the
Board at the Annual Meeting.
o On October 17, 2007, Starboard delivered a letter to the Company
requesting, pursuant to Section 220 of the Delaware General
Corporation Law, a complete list of the Company's shareholders and
other corporate records in order to allow Starboard to communicate
with the Company's shareholders in connection with the election of
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directors to be submitted to a vote of the shareholders at the
Annual Meeting, and any other matters as may properly come before
the Annual Meeting.
o On November 5, 2007, RCG Starboard issued a letter to all the
shareholders of Luby's, Inc. urging all shareholders to vote for its
four independent director nominees at the upcoming Annual Meeting
and questioning whether the Board has been acting in the best
interest of all shareholders. As examples, the letter highlighted
(i) the recent decision by the Board to increase the exemption under
the poison pill granted to Chris and Harris Pappas, allowing them to
further increase their effective control of the Company without
paying shareholders a control premium, and (ii) the fact that in
five out of the past six shareholder votes, the Board has chosen to
ignore the affirmative vote of shareholders on the proposal to
declassify the Board.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Ramius Group is seeking your support at the Annual Meeting to elect
the Ramius Nominees in opposition to Luby's director nominees. The Board is
currently composed of ten directors divided into three classes. The Ramius Group
believes that four directors' terms expire at the Annual Meeting. We are seeking
your support at the Annual Meeting to elect the Ramius Nominees in opposition to
four of Luby's director nominees. Your vote to elect the Ramius Nominees will
have the legal effect of replacing four incumbent directors of Luby's with the
Ramius Nominees. If elected, the Ramius Nominees will represent a minority of
the members of the Board.
THE RAMIUS NOMINEES
The Ramius Group has nominated four highly qualified nominees, each of
whom, if elected, will exercise his independent judgment in accordance with his
fiduciary duties as a director in all matters that come before the Board. The
Ramius Nominees are independent of the Company in accordance with SEC and NYSE
rules on board independence and would seek to maximize value for all
shareholders. If elected, and subject to their fiduciary duties as directors,
the Ramius Nominees would have the ability to work with the other members of the
Board to take those steps that they deem are necessary or advisable to unlock
the Company's intrinsic value.
Set forth below are the name, age, business address, present principal
occupation, and employment and material occupations, positions, offices, or
employments for the past five years of each of the Ramius Nominees. This
information has been furnished to the Ramius Group by the Ramius Nominees. The
Ramius Nominees are citizens of the United States of America. The Ramius
Nominees have been nominated by the Ramius Group in accordance with the
Company's advance notice bylaw provision.
STEPHEN FARRAR (AGE 57) has served as a consultant since September 2006.
From 1992 until September 2006, Mr. Farrar served as Senior Vice President,
Western Region of Wendy's International, Inc. (NYSE: WEN). From March 1998 to
June 1999, Mr. Farrar also acted as Regional Vice President of Wendy's Pacific
International Region. Mr. Farrar joined Wen dy's in 1980 and has held various
executive positions, including Division Vice President, Texas Division
(1987-1992), Regional Vice President, Franchise Operations (1983-1987) and
Regional Director, Company Operations (1981-1983). Prior to joining Wendy's, Mr.
Farrar served as President and Owner of Restaurant Profitability Analysts, a
restaurant consulting firm (1979-1980) and President of Pelican's Restaurants, a
casual dining chain (1976-1978). Mr. Farrar served on the Board of Directors of
Pasta Pomodoro, a California and Arizona restaurant chain, from 2005 to 2006.
The principal business address of Mr. Farrar is P.O. Box 6554, Stateline, Nevada
89449. As of the date hereof, Mr. Farrar does not directly own any securities of
Luby's nor has he made any purchases or sales of any securities of Luby's during
the past two years. As a Ramius Nominee, Mr. Farrar may be deemed to
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beneficially own all securities of Luby's beneficially owned by members of the
Ramius Group, which as of the date hereof, may be deemed to beneficially own
1,952,100 shares of common stock of Luby's. For information regarding purchases
and sales during the past two years by the members of the Ramius Group in
securities of Luby's, please see Schedule I.
WILLIAM J. FOX (AGE 51) is currently a business advisor and strategy
consultant. From September 2004 until September 2007, Mr. Fox served as a
director of Nephros, Inc. (AMEX:NEP), a medical device company. From August 2006
until September 2007, Mr. Fox also served as the Executive Chairman of the Board
of Nephros, Inc. From October 2004 until May 2006, Mr. Fox was Vice Chairman of
Barington Capital and several of its affiliates, a group of equity investment
funds. Until December 2006, Mr. Fox had been a member of the Barington Advisory
Board since the founding of the Barington Funds in 1999. From October 2004 until
May 2006, Mr. Fox served as President, Chief Executive Officer and a director of
LQ Corporation (formerly OTCBB: LQCI, now merged into Sielox, Inc.), a marketer
of commercial and government security solutions, and from December 2004 until
May 2006, Mr. Fox served as President, Chief Executive Officer and a director of
Dynabazaar Inc. (OTCBB: FAIM), now Sielox, Inc. (OTCBB:SLXN.OB) which was
formerly engaged in online auctions of surplus assets. From November 2005 until
May 2006, Mr. Fox also served as a member of the Executive Committee of
Register.com (Cayman) L.P., a provider of domain name registration and Internet
services. From February 1999 until October 2004, Mr. Fox served as Chairman,
President, Chief Executive Officer and a director of AKI, Inc. ("AKI"), a
marketing and interactive advertising company, and during that time, Mr. Fox
also served as President, Chief Executive Officer and a director of AKI Holding
Corp., the parent of AKI. Prior to joining AKI, Mr. Fox served as
President-Strategic & Corporate Development of Revlon Worldwide, Inc., Chief
Executive Officer of Revlon Technologies, Inc., Senior Executive Vice President
of Revlon Inc. and Senior Vice President of MacAndrews & Forbes Holdings Inc.
("MacAndrews"). Mr. Fox joined MacAndrews in 1983 and had held various senior
executive positions in MacAndrews and in several of its subsidiaries and
affiliates, including Revlon, Inc., Brooks Drugs, The Coleman Company, First
Gibraltar Bank Holdings, Wilbur Chocolate, New World Entertainment and
Technicolor Inc. Mr. Fox has also served as a director of several public
companies, including Loehmann's Holding Inc. (formerly NASD:LHMS) where he was
Co-Chairman of the Board (October 2000 through October 2004), MM Companies Inc.
(now George Foreman Enterprises Inc.) (2003-2004), Revlon, Inc. (NYSE:REV)
(1996-1999) and The Hain Food Group where he was Vice Chairman of the Board
(NASD:HAIN) (1996-1999). Mr. Fox received a B.B.A. (magna cum laude) in Public
Accounting from Pace University Lubin School and an M.B.A. (with distinction) in
Public Accounting from Pace University Graduate School. Mr. Fox is also a
Certified Public Accountant. The principal business address of Mr. Fox is P.O.
Box 893, Alpine N.J. 07620. As of the date hereof, Mr. Fox does not directly own
any securities of Luby's nor has he made any purchases or sales of any
securities of Luby's during the past two years. As a Ramius Nominee, Mr. Fox may
be deemed to beneficially own all securities of Luby's beneficially owned by
members of the Ramius Group, which as of the date hereof, may be deemed to
beneficially own 1,952,100 shares of common stock of Luby's. For information
regarding purchases and sales during the past two years by the members of the
Ramius Group in securities of Luby's, please see Schedule I.
BRION GRUBE (AGE 56) is currently retired. Mr. Grube served as Chief
Executive Officer and President of Baja Fresh Mexican Grill, a subsidiary of
Wendy's International, Inc. (NYSE: WEN), from April 2005 to November 2006. From
January 2004 to April 2005, Mr. Grube served as Chief Executive Officer and
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President of Cafe Express, also a subsidiary of Wendy's, and as Executive Vice
President of Wendy's International Division. Mr. Grube joined Wendy's in 1990
and has held various executive positions, including Senior Vice President of the
International Division from (January 2001 - January 2004), Senior Vice President
of Wendy's Restaurants of Canada (1993 - 2001) and a Division Vice President in
Virginia (1990 - 1993). Mr. Grube previously was a Division Vice President for
Imperial Savings Association (1998 - 1990) and a Senior Vice President of
Operations for Globe Glass Inc./US Auto Glass Centers, a private auto glass
company (1987 - 1988). Mr. Grube also spent 13 years with Pizza Hut, Inc. (1975
- 1987) in various management roles, including Region Manager, Director of
Systems Development, District Manager, Area Manager and Restaurant Manager. Mr.
Grube served on the Board of Directors of Pasta Pomodoro from 2003 to 2004. Mr.
Grube has a Bachelor of Science Degree in Social Studies from Millersville
University. The principal address of Mr. Grube is 5078 Via Santana, Newbury
Park, CA 91320. As of the date hereof, Mr. Grube does not directly own any
securities of Luby's nor has he made any purchases or sales of any securities of
Luby's during the past two years. As a Ramius Nominee, Mr. Grube may be deemed
to beneficially own all securities of Luby's beneficially owned by members of
the Ramius Group, which as of the date hereof, may be deemed to beneficially own
1,952,100 shares of common stock of Luby's. For information regarding purchases
and sales during the past two years by the members of the Ramius Group in
securities of Luby's, please see Schedule I.
MATTHEW Q. PANNEK (AGE 40) is currently a consultant. From May 2006
until August 2007, Mr. Pannek served as President and Chief Executive Officer
of Magic Brands, LLC and Fuddruckers, Inc., which owns and franchises
restaurant chains under the Fuddruckers and Koo Koo Roo brands. Mr. Pannek
served as Chief Financial Officer of Fuddruckers, Inc. from February 2005 to
May 2006. From 1999 to February 2005, Mr. Pannek served as Director of
Accounting/Finance and Director of Investor Relations of Brinker
International, Inc. (NYSE: EAT), which owns and franchises casual dining
chains, including Chili's, On the Border Mexican Grill and Cantina,
Maggiano's Little Italy, and Romano's Macaroni Grill. Prior to joining
Brinker, Mr. Pannek served as Chief Financial Officer of Aaron Brothers,
Inc., a subsidiary of Michaels Stores, Inc. (NYSE: MIK), a retailer of arts
and crafts materials, from 1996 to 1998, and as Acquisition & Capital
Placement Manager of Maverick Capital Equity Partners, a consulting firm
affiliated with Aaron Brothers, Inc., from 1995 to 1996. From 1987 to 1995,
Mr. Pannek served as Vice President of Corporate Operations & Finance of
MJDesigns, Inc., an arts and crafts retailer and original founder of Michaels
Stores. Mr. Pannek has served as a member of the Board of Directors of
Fuddruckers, Inc., King Cannon, Inc., Atlantic Restaurant Ventures, Inc. and
Aaron Brothers, Inc. Mr. Pannek received a B.A. in Finance from the
University of North Texas. The principal business address of Mr. Pannek is
3140 La Ventana Parkway, Driftwood, Texas 78619. As of the date hereof, Mr.
Pannek does not directly own any securities of Luby's nor has he made any
purchases or sales of any securities of Luby's during the past two years. As
a Ramius Nominee, Mr. Pannek may be deemed to beneficially own all securities
of Luby's beneficially owned by members of the Ramius Group, which as of the
date hereof, may be deemed to beneficially own 1,952,100 shares of common
stock of Luby's. For information regarding purchases and sales during the
past two years by the members of the Ramius Group in securities of Luby's,
please see Schedule I.
None of the Ramius Nominees currently has any conflicts of interest in
serving on the Board as a result of his prior business relationships. Each of
the Ramius Nominees, if elected, intends to act in accordance with his fiduciary
duty and recuse himself from voting should any conflict of interest arise in the
future.
RCG Starboard Advisors, an affiliate of Ramius Capital, and each of the
Ramius Nominees have entered into compensation letter agreements (the
"Compensation Letter Agreements") regarding compensation to be paid to each of
the Ramius Nominees for his agreement to be named and to serve as a Ramius
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Nominee and for his services as a director of Luby's, if elected. Pursuant to
the terms of the Compensation Letter Agreements, each nominee received $5,000 in
cash from RCG Starboard Advisors as a result of the submission of the Nomination
Letter to the Company. Upon the Ramius Group's filing of a definitive proxy
statement with the SEC relating to a solicitation of proxies in favor of each
nominee's election as a director at the Annual Meeting, RCG Starboard Advisors
has agreed to allow each nominee to receive a profit participation with respect
to the sale by RCG Starboard Advisors or one of its affiliates of the last
$20,000 worth of Luby's shares (the "Participation Shares") beneficially owned
by RCG Starboard Advisors or one of its affiliates to a third party unaffiliated
with any member of the Ramius Group. The number of Participation Shares is
determined by dividing $20,000 by the closing price of the Company's common
stock on the date of the definitive proxy filing by the Ramius Group. Each
nominee will receive a cash payment equal to the amount, if any, by which the
proceeds received by RCG Starboard Advisors from the sale of the Participation
Shares exceeds $20,000 in the aggregate. For example, if Luby's stock price
increases by 100% from the date of the Ramius Group's definitive proxy filing to
the date the Ramius Group sells its final shares, each of the Ramius Nominees
will earn $20,000 pursuant to the Compensation Letter Agreements. Under the
terms of the Compensation Letter Agreements, the Ramius Nominees' right to
receive such contingent payment does not entitle the Ramius Nominees to any
rights as a stockholder of the Company, including, without limitation, any
voting rights or disposition rights with respect to the Participation Shares.
RCG Starboard Advisors entered into the Compensation Letter Agreements
with the Ramius Nominees in order to compensate them for agreeing to be nominees
of the Ramius Group and participating in this solicitation. The Ramius Group
believes that the amount the Ramius Nominees stand to earn pursuant to the
Compensation Letter Agreements is not material and therefore does not create a
conflict of interest in the consideration of a business combination transaction
or otherwise affect the Ramius Nominees' ability to act in the best interests of
all shareholders.
Ramius Capital and certain of its affiliates, have signed or intend to
sign a letter agreement pursuant to which they agree to indemnify the Ramius
Nominees against claims arising from the solicitation of proxies from Luby's
shareholders in connection with the Annual Meeting and any related transactions.
Other than as stated herein, there are no arrangements or understandings between
members of the Ramius Group and any of the Ramius Nominees or any other person
or persons pursuant to which the nomination of the Ramius Nominees described
herein is to be made, other than the consent by each of the Ramius Nominees to
be named in this Proxy Statement and to serve as a director of Luby's if elected
as such at the Annual Meeting. None of the Ramius Nominees are a party adverse
to Luby's or any of its subsidiaries or has a material interest adverse to
Luby's or any of its subsidiaries in any material pending legal proceedings.
The Ramius Group does not expect that the Ramius Nominees will be unable
to stand for election, but, in the event that such persons are unable to serve
or for good cause will not serve, the Shares represented by the enclosed GOLD
proxy card will be voted for substitute nominees. In addition, Starboard
reserves the right to nominate substitute persons if Luby's makes or announces
any changes to its Bylaws or takes or announces any other action that has, or if
consummated would have, the effect of disqualifying the Ramius Nominees. In any
such case, Shares represented by the enclosed GOLD proxy card will be voted for
such substitute nominees. Starboard reserves the right to nominate additional
persons if Luby's increases the size of the Board above its existing size or
increases the number of directors whose terms expire at the Annual Meeting.
Additional nominations made pursuant to the preceding sentence are without
prejudice to the position of Starboard that any attempt to increase the size of
the current Board or to reconstitute or reconfigure the classes on which the
current directors serve constitutes an unlawful manipulation of the Company's
corporate machinery.
YOU ARE URGED TO VOTE FOR THE ELECTION OF THE RAMIUS NOMINEES ON THE ENCLOSED
GOLD PROXY CARD.
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PROPOSAL NO. 2
COMPANY PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
As discussed in further detail in the Company's proxy statement, the
Company has appointed Grant Thornton LLP, an independent registered public
accounting firm, as auditors of the Company's financial statements for the 2008
fiscal year. The Company is asking shareholders to vote in favor of the
ratification of the appointment of Grant Thornton LLP as auditors for the fiscal
year ending August 30, 2008.
We make no recommendation as to the ratification of the appointment of
Grant Thornton LLP as the Company's independent auditors for the Company's
fiscal year ending August 30, 2008.
We are not aware of any other proposals to be brought before the Annual
Meeting. However, we intend to bring before the Annual Meeting such business as
may be appropriate, including without limitation nominating additional persons
for directorships, or making any proposals as may be appropriate to address any
action of the Board not publicly disclosed prior to the date of this proxy
statement. Should other proposals be brought before the Annual Meeting, the
persons named as proxies in the enclosed GOLD proxy card will vote on such
matters in their discretion.
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PROPOSAL NO. 3
SHAREHOLDER PROPOSAL TO DECLASSIFY THE BOARD
As described in the Company's proxy statement, the proponent of the
following shareholder proposal has notified the Company that he intends to cause
the proposal set out below to be presented at the Annual Meeting. If the
proponent, or a representative of the proponent who is qualified under state
law, is present and submits the proposal for a vote, then the proposal will be
voted upon at the Annual Meeting. We have included the proposal and its
supporting statement exactly as it appears in the Company's proxy statement and
we are not responsible for the truthfulness or accuracy of any of the material
provided by the proponent. The Ramius Group recommends a vote "FOR" the
proposal.
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PROPONENT'S PROPOSAL
"RESOLVED: That the stockholders of Luby's, Inc., assembled in annual
meeting in person or by proxy, hereby request that the Board of Directors take
the needed steps to provide that at future elections of directors, new directors
be elected annually and not by classes, as is now provided, and that on
expiration of present terms of directors, their subsequent elections shall also
be on an annual basis."
REASONS
OUR DIRECTORS SHOULD COME OUT OF THE DARK AGES OF CORPORATE GOVERNANCE AND HAVE
THE COURAGE TO STAY CURRENT WITH CHANGING STANDARDS BY SUBMITTING THEIR
DECLASSIFICATION TO A BINDING VOTE.
SHAREHOLDERS BEWARE -- Last year we saw directors apply their stock option
related, increased voting power to further entrench themselves by defending a
system of staggered terms in office. Conversely, Luby's shareholders voted to
declassify the board in 2001, 2003, 2004, 2005, and 2006. Unfortunately, our
directors have routinely dismissed the majority vote of shareholders cast for
this proposal, yet they continue to welcome and accept a vote from most of the
same shareholders for their election to office. These shareholders have affirmed
the proponent's belief that classification of the board of directors is not in
the best interest of Luby's, Inc. because it makes a board less accountable when
all directors do not stand for election each year. The annual election of
directors fosters board independence, a crucial element of good governance.
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Our board continues to ignore this trend and five past majority votes
supporting similar proposals.
o Consider the Boards arguments in opposition to this proposal--Luby's
80% super majority rule, and the claim of significant benefit to
shareholders, while 59.08% of shareholders casting votes (in 2006)
disagreed with the Board's defense of a staggered system.
o Consider, In light of current trends reflecting better corporate
governance, the Board's defense of a classified system approved
fifteen years ago in 1991. Do not tell shareholders what was adopted
in 1991. That was light years away and the board's own statement
serves to illustrate how out of sync they are with the today's
modern methods being applied to govern corporations.
If you are tired of the same old stale rhetoric in opposition to this
proposal and the Board's lack of courage to submit a binding proposal to
shareholders, please vote YES for this initiative submitted by Harold Mathis
with an address of P.O. Box 1209, Richmond, Texas 77046-1209, to elect each
director annually.
STOP DIRECTOR ENTRENCHMENT, PLEASE MARK YOUR PROXY
IN FAVOR OF THIS PROPOSAL.
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THE RAMIUS GROUP RECOMMENDS A VOTE "FOR"
THE SHAREHOLDER PROPOSAL.
We are not aware of any other proposals to be brought before the Annual
Meeting. Should other proposals be brought before the Annual Meeting, the
persons named as proxies in the enclosed GOLD proxy card will vote on such
matters in their discretion.
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VOTING AND PROXY PROCEDURES
Only shareholders of record on the Record Date will be entitled to notice
of and to vote at the Annual Meeting. Each Share is entitled to one vote.
Shareholders who sell Shares before the Record Date (or acquire them without
voting rights after the Record Date) may not vote such Shares. Shareholders of
record on the Record Date will retain their voting rights in connection with the
Annual Meeting even if they sell such Shares after the Record Date. Based on
publicly available information, the Ramius Group believes that the only
outstanding class of securities of Luby's entitled to vote at the Annual Meeting
is the Shares.
Shares represented by properly executed GOLD proxy cards will be voted at
the Annual Meeting as marked and, in the absence of specific instructions, (i)
will be voted FOR the election of the Ramius Nominees to the Board, (ii) will
ABSTAIN from voting on the proposal to ratify the appointment of Grant Thornton
LLP as independent auditor for the 2008 fiscal year, (iii) will be voted FOR the
recommendation that the Board of Directors consider adopting the non-binding
shareholder proposal to declassify the Board of Directors, and (iv) will be
voted in the discretion of the persons named as proxies on all other matters as
may properly come before the Annual Meeting.
You are being asked to elect the Ramius Nominees. The enclosed GOLD proxy
card may only be voted for the Ramius Nominees and does not confer voting power
with respect to the Company's nominees. Accordingly, you will not have the
opportunity to vote for any of Luby's nominees. You can only vote for Luby's
nominees by signing and returning a proxy card provided by Luby's Board.
Shareholders should refer to the Company's proxy statement for the names,
backgrounds, qualifications and other information concerning the Company's
nominees. The participants in this solicitation intend to vote all of their
Shares in favor of the Ramius Nominees.
QUORUM
The presence in person or by proxy of the holders of a majority of the
Shares outstanding will constitute a quorum at the Annual Meeting. Abstentions,
withheld votes and broker non-votes will be included in determining the presence
of a quorum at the meeting.
VOTES REQUIRED FOR APPROVAL
VOTE REQUIRED FOR THE ELECTION OF DIRECTORS. A majority of the votes cast
by the Shares present in person or represented by proxy and entitled to vote in
the election of directors at the Annual Meeting is required for the election of
a director nominee. Broker non-votes will not be included in determining the
number of votes cast in the election of directors. Shareholders will not be
allowed to cumulate their votes in the election of directors. A shareholder may
cast votes for the Ramius Nominees either by so marking the ballot at the Annual
Meeting or by specific voting instructions sent with a signed proxy to either
the Ramius Group in care of Innisfree M&A Incorporated at the address set forth
on the back cover of this Proxy Statement or to Luby's at 13111 Northwest
Freeway, Suite 600, Houston, Texas 77040, or any other address provided by
Luby's.
VOTE REQUIRED FOR THE RATIFICATION OF APPOINTMENT OF GRANT THORNTON LLP. A
majority of the votes cast by the Shares present in person or represented by
proxy is required to ratify the appointment of Grant Thornton LLP as the
independent auditors of the Company's financial statements for the fiscal year
ending August 30, 2008.
VOTE REQUIRED TO RECOMMEND THAT THE BOARD OF DIRECTORS CONSIDER ADOPTION
OF THE NON-BINDING SHAREHOLDER PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS. A
majority of the votes cast by the Shares present in person or represented by
proxy is required to recommend that the Board of Directors consider adoption of
the non-binding shareholder proposal to declassify the Board of Directors.
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ABSTENTIONS AND BROKER NON-VOTES
ABSTENTIONS: Abstentions will have no effect in the proposal to ratify the
appointment of Grant Thornton LLP as the independent auditors of the Company's
financial statements for fiscal 2008 and no effect in the proposal to recommend
that the Board of Directors consider adoption of the non-binding shareholder
proposal to declassify the Board of Directors.
BROKER NON-VOTES: Under the rules of the National Association of
Securities Dealers, Inc., member brokers generally may not vote shares held by
them in street name for customers unless they are permitted to do so under the
rules of any national securities exchange of which they are a member. Under the
rules of the NYSE, member brokers who hold shares in street name for customers
have the authority to vote on certain "routine" items in the event that they
have not received instructions from beneficial owners. When a proposal is not a
"routine" matter and a brokerage firm has not received voting instructions from
the beneficial holder of the shares with respect to that proposal, the brokerage
firm may not vote the shares for that proposal. This is called a "broker
non-vote." Broker non-votes will not be included in determining the number of
votes cast in the election of directors. Broker non-votes will have no effect on
the proposal to ratify the appointment of Grant Thornton LLP or the proposal to
recommend that the Board of Directors consider adoption of the non-binding
shareholder proposal to declassify the Board of Directors. Broker non-votes
will, however, be included for purposes of determining whether a quorum is
present at the Annual Meeting.
DISCRETIONARY VOTING
Shares held in "street name" and held of record by banks, brokers or
nominees may not be voted by such banks, brokers or nominees unless the
beneficial owners of such Shares provide them with instructions on how to vote.
In the alternative, beneficial owners of such Shares may request a proxy for the
Shares that they beneficially own and pursuant to such proxy vote the Shares in
person at the Annual Meeting.
REVOCATION OF PROXIES
Shareholders of Luby's may revoke their proxies at any time prior to
exercise by attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute revocation
of a proxy) or by delivering a written notice of revocation. The delivery of a
subsequently dated proxy which is properly completed will constitute a
revocation of any earlier proxy. The revocation may be delivered either to the
Ramius Group in care of Innisfree M&A Incorporated at the address set forth on
the back cover of this Proxy Statement or to Luby's at 13111 Northwest Freeway,
Suite 600, Houston, Texas 77040, or any other address provided by Luby's.
Although a revocation is effective if delivered to Luby's, the Ramius Group
requests that either the original or photostatic copies of all revocations be
mailed to the Ramius Group in care of Innisfree M&A Incorporated at the address
set forth on the back cover of this Proxy Statement so that the Ramius Group
will be aware of all revocations and can more accurately determine if and when
proxies have been received from the holders of record on the Record Date and the
number of outstanding Shares represented thereby. Additionally, Innisfree M&A
Incorporated may use this information to contact shareholders who have revoked
their proxies in order to solicit later dated proxies for the election of the
Ramius Nominees.
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IF YOU WISH TO VOTE FOR THE ELECTION OF THE RAMIUS NOMINEES TO THE BOARD, PLEASE
SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is being made
by the Ramius Group. Proxies may be solicited by mail, facsimile, telephone,
telegraph, Internet, in person and by advertisements.
Starboard has entered into an agreement with Innisfree M&A Incorporated
for solicitation and advisory services in connection with this solicitation, for
which Innisfree M&A Incorporated will receive a fee not to exceed $__________,
together with reimbursement for its reasonable out-of-pocket expenses, and will
be indemnified against certain liabilities and expenses, including certain
liabilities under the federal securities laws. Innisfree M&A Incorporated will
solicit proxies from individuals, brokers, banks, bank nominees and other
institutional holders. Starboard has requested banks, brokerage houses and other
custodians, nominees and fiduciaries to forward all solicitation materials to
the beneficial owners of the Shares they hold of record. Starboard will
reimburse these record holders for their reasonable out-of-pocket expenses in so
doing. It is anticipated that Innisfree M&A Incorporated will employ
approximately __ persons to solicit Luby's shareholders for the Annual Meeting.
The entire expense of soliciting proxies is being borne by the Ramius
Group. Costs of this solicitation of proxies are currently estimated to be
approximately $___,000.00. The Ramius Group estimates that through the date
hereof its expenses in connection with this solicitation are approximately
$___,000.00.
ADDITIONAL PARTICIPANT INFORMATION
The Ramius Nominees, the other members of the Ramius Group, Mr. Smith
and Mr. Molinelli are participants in this solicitation. The principal
business of each of Starboard and Parche is serving as a private investment
fund. Each of Starboard and Parche has been formed for the purpose of making
equity investments and taking an active role in the management of portfolio
companies in order to enhance shareholder value. The principal business of
RCG Enterprise is serving as a private investment fund. RCG Enterprise is
the sole non-managing member of Parche and owns all economic interests
therein. The principal business of RCG Starboard Advisors is acting as
investment manager of Starboard and managing member of Parche. Ramius
Capital is engaged in money management and investment advisory services for
third parties and proprietary accounts and is the sole member of RCG
Starboard Advisors. C4S serves as managing member of Ramius Capital. Mr.
Cohen, Mr. Strauss, Mr. Stark and Mr. Solomon serve as co-managing members of
C4S. Mr. Smith serves as a Partner of Ramius Capital. Mr. Molinelli serves
as an Associate of Ramius Capital.
The address of the principal office of each of Parche, RCG Starboard
Advisors, Ramius Capital, C4S, Mr. Cohen, Mr. Stark, Mr. Strauss, Mr. Solomon,
Mr. Smith and Mr. Molinelli is 666 Third Avenue, 26th Floor, New York, New York
10017. The address of the principal office of each of Starboard and RCG
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Enterprise is c/o Citco Fund Services (Cayman Islands) Limited, Corporate
Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies.
As of the date hereof, Starboard beneficially owns 1,639,764 Shares and
Parche beneficially owns 312,336 Shares. As of the date hereof, RCG
Enterprise (as the sole non-managing member of Parche and owner of all
economic interests therein) is deemed to be the beneficial owner of the
312,336 Shares owned by Parche. As of the date hereof, RCG Starboard
Advisors (as the investment manager of Starboard and the managing member of
Parche) is deemed to be the beneficial owner of the 1,639,764 Shares owned by
Starboard and the 312,336 Shares owned by Parche. As of the date hereof,
each of Ramius Capital (as the sole member of RCG Starboard Advisors), C4S
(as the managing member of Ramius Capital) and Mr. Cohen, Mr. Stark, Mr.
Strauss and Mr. Solomon (as the managing members of C4S) is deemed to be the
beneficial owner of the 1,639,764 Shares owned by Starboard and the 312,336
Shares owned by Parche. Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
share voting and dispositive power with respect to the Shares owned by
Starboard and Parche by virtue of their shared authority to vote and dispose
of such Shares. Messrs. Cohen, Stark, Strauss and Solomon disclaim
beneficial ownership of such Shares except to the extent of their pecuniary
interest therein. The Ramius Nominees, Mr. Smith and Mr. Molinelli, as
members of a "group" for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, may be deemed to be a beneficial owner of
the 1,639,764 Shares owned by Starboard and the 312,336 Shares owned by
Parche. The Ramius Nominees, Mr. Smith and Mr. Molinelli disclaim beneficial
ownership of Shares that they do not directly own.
For information regarding purchases and sales of securities of Luby's
during the past two years by the members of the Ramius Group, Mr. Smith and Mr.
Molinelli, see Schedule I.
William J. Fox has also been named by members of the Ramius Group as a
nominee for election as director to the board of directors of Datascope Corp.
The members of the Ramius Group entered into a Joint Filing and
Solicitation Agreement, dated as of October 17, 2007 (as amended by Amendment
No. 1 thereto, dated as of October 31, 2007), in which each member of the Ramius
Group agreed to the joint filing on behalf of each of them of statements on
Schedule 13D and agreed to form the Ramius Group for the purpose of soliciting
proxies or written consents for the election of the Ramius Nominees to the Board
at the Annual Meeting and for the purpose of taking all other actions incidental
to the foregoing. The Ramius Group intends to seek reimbursement from Luby's of
all expenses it incurs in connection with the Solicitation. The Ramius Group
does not intend to submit the question of such reimbursement to a vote of
security holders of the Company.
Except as set forth in this Proxy Statement (including the Schedules
hereto), (i) during the past 10 years, no participant in this solicitation has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no participant in this solicitation directly or indirectly
beneficially owns any securities of Luby's; (iii) no participant in this
solicitation owns any securities of Luby's which are owned of record but not
beneficially; (iv) no participant in this solicitation has purchased or sold any
securities of Luby's during the past two years; (v) no part of the purchase
price or market value of the securities of Luby's owned by any participant in
this solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no participant in this
solicitation is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any securities of
Luby's, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no
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associate of any participant in this solicitation owns beneficially, directly or
indirectly, any securities of Luby's; (viii) no participant in this solicitation
owns beneficially, directly or indirectly, any securities of any parent or
subsidiary of Luby's; (ix) no participant in this solicitation or any of his/its
associates was a party to any transaction, or series of similar transactions,
since the beginning of Luby's last fiscal year, or is a party to any currently
proposed transaction, or series of similar transactions, to which Luby's or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeds $120,000; (x) no participant in this solicitation or any of his/its
associates has any arrangement or understanding with any person with respect to
any future employment by Luby's or its affiliates, or with respect to any future
transactions to which Luby's or any of its affiliates will or may be a party;
and (xi) no person, including the participants in this solicitation, who is a
party to an arrangement or understanding pursuant to which the Ramius Nominees
are proposed to be elected has a substantial interest, direct or indirect, by
security holdings or otherwise in any matter to be acted on at the Annual
Meeting.
OTHER MATTERS AND ADDITIONAL INFORMATION
The Ramius Group is unaware of any other matters to be considered at the
Annual Meeting. However, should other matters, which the Ramius Group is not
aware of a reasonable time before this solicitation, be brought before the
Annual Meeting, the persons named as proxies on the enclosed GOLD proxy card
will vote on such matters in their discretion.
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Proposals of shareholders for inclusion in the Company's proxy
statement and form of proxy for the Company's 2009 Annual Meeting of
Shareholders submitted pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934 must be received in writing by the Company at its corporate
office no later than ___________, 2008. Notice of a shareholder proposal
submitted outside the processes of Rule 14a-8 with respect to the Company's
2009 Annual Meeting of Shareholders will be considered untimely if received
by the Company after ____________, 2008.
The Company's Bylaws provide that candidates for election as directors at
an Annual Meeting of Shareholders will be nominated by the Board of Directors or
by any shareholder of record entitled to vote at the meeting, so long as the
shareholder gives timely notice thereof. To be timely, such notice must be
delivered in writing to the Secretary of the Company at the principal executive
offices of the Company not later than 90 days prior to the date of the meeting
of shareholders at which directors are to be elected and must include (1) the
name and address of the shareholder who intends to make the nomination; (2) the
name, age, and business address of each nominee; and (3) such other information
with respect to each nominee as would be required to be disclosed in a proxy
solicitation relating to an election of directors pursuant to Regulation 14A
under the Securities Exchange Act of 1934.
THE COMPANY'S BYLAWS PROVIDE THAT CANDIDATES FOR ELECTION AS DIRECTORS AT
AN ANNUAL MEETING OF SHAREHOLDERS WILL BE NOMINATED BY THE BOARD OF DIRECTORS OR
BY ANY SHAREHOLDER OF RECORD ENTITLED TO VOTE AT THE MEETING, SO LONG AS THE
-19-
SHAREHOLDER GIVES TIMELY NOTICE THEREOF. TO BE TIMELY, SUCH NOTICE MUST BE
DELIVERED IN WRITING TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE
OFFICES OF THE COMPANY NOT LATER THAN 90 DAYS PRIOR TO THE DATE OF THE MEETING
OF SHAREHOLDERS AT WHICH DIRECTORS ARE TO BE ELECTED AND MUST INCLUDE (1) THE
NAME AND ADDRESS OF THE SHAREHOLDER WHO INTENDS TO MAKE THE NOMINATION; (2) THE
NAME, AGE, AND BUSINESS ADDRESS OF EACH NOMINEE; AND (3) SUCH OTHER INFORMATION
WITH RESPECT TO EACH NOMINEE AS WOULD BE REQUIRED TO BE DISCLOSED IN A PROXY
SOLICITATION RELATING TO AN ELECTION OF DIRECTORS PURSUANT TO REGULATION 14A
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
The information set forth above regarding the procedures for submitting
shareholder proposals for consideration at Company's 2009 Annual Meeting of
Shareholders is based on information contained in the Company's proxy statement.
The incorporation of this information in this proxy statement should not be
construed as an admission by the Ramius Group that such procedures are legal,
valid or binding.
INCORPORATION BY REFERENCE
THE RAMIUS GROUP HAS OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE
REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN LUBY'S PROXY
STATEMENT RELATING TO THE ANNUAL MEETING. THIS DISCLOSURE IS EXPECTED TO
INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON LUBY'S CURRENT
DIRECTORS, INFORMATION CONCERNING EXECUTIVE COMPENSATION, AND OTHER IMPORTANT
INFORMATION. PLEASE NOTE THAT BECAUSE THE RAMIUS GROUP WAS NOT INVOLVED IN THE
PREPARATION OF LUBY'S PROXY STATEMENT, THE RAMIUS GROUP CANNOT REASONABLY
CONFIRM THE ACCURACY OR COMPLETENESS OF CERTAIN INFORMATION CONTAINED THEREIN.
SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN
5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT
OF LUBY'S.
The information concerning Luby's contained in this Proxy Statement and
the Schedules attached hereto has been taken from, or is based upon, publicly
available information.
THE RAMIUS GROUP
_______________ __, 2007
-20-
SCHEDULE I
TRANSACTIONS IN SECURITIES OF LUBY'S
DURING THE PAST TWO YEARS
EXCEPT AS OTHERWISE SPECIFIED, ALL PURCHASES AND SALES WERE MADE IN THE OPEN MARKET.
Shares of Common Stock Price Per Date of
Purchased / (Sold) Share($) Purchase / Sale
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
------------------------------------------------
32,760 9.8399 04/02/07
84 9.9900 04/04/07
22,596 10.1500 04/10/07
8,133 10.4390 04/17/07
1,344 10.2838 04/18/07
5,508 10.12259 04/19/07
4,732 10.21229 04/20/07
3,948 10.0000 04/24/07
194 9.93866 04/25/07
74,844 9.9955 04/25/07
11,508 9.9998 04/26/07
86,520 10.0019 04/27/07
37,464 9.9969 04/30/07
33,600 9.9970 05/01/07
588 10.0000 05/02/07
12,177 10.1971 05/03/07
9,492 10.0988 05/04/07
22,680 10.1386 05/07/07
10,080 10.0600 05/08/07
59,640 10.0552 05/09/07
46,200 10.0429 05/10/07
7,056 10.2281 05/14/07
I-1
29,820 10.1485 05/15/07
14,952 10.1499 05/16/07
10,080 10.1458 05/17/07
42,000 9.5079 06/05/07
24,276 9.6487 06/06/07
35,700 9.5236 06/07/07
19,488 9.7220 06/08/07
46,536 10.0007 06/11/07
98,448 9.3706 06/12/07
9,072 9.4426 06/13/07
41,160 9.4707 06/14/07
28,560 9.4944 06/15/07
6,636 9.4914 06/18/07
44,772 9.4957 06/20/07
25,200 9.4830 06/21/07
52,752 9.9061 06/26/07
32,088 9.9792 06/28/07
18,312 10.0020 06/29/07
34,944 9.4036 07/18/07
126,000 9.4561 07/18/07
90,636 9.4997 07/19/07
756 9.4961 07/19/07
32,340 9.4968 07/20/07
9,828 9.4920 07/20/07
1,260 9.4740 07/23/07
57,036 9.4936 07/24/07
142,380 10.0024 08/17/07
15,372 10.4810 11/09/07
19,320 10.9145 11/12/07
38,892 11.1036 11/13/07
I-2
PARCHE, LLC
-----------
204,000* 9.5000 07/18/07
6,656 9.4036 07/18/07
24,000 9.4561 07/18/07
17,264 9.4997 07/19/07
144 9.4961 07/19/07
6,160 9.4968 07/20/07
1,872 9.4920 07/20/07
240 9.4740 07/23/07
10,864 9.4936 07/24/07
27,120 10.0024 08/17/07
2,928 10.4810 11/09/07
3,680 10.9145 11/12/07
7,408 11.1036 11/13/07
RCG ENTERPRISE, LTD
-------------------
NONE
RCG STARBOARD ADVISORS, LLC
---------------------------
NONE
RAMIUS CAPITAL GROUP, L.L.C.
----------------------------
NONE
C4S & CO., L.L.C.
-----------------
NONE
PETER A. COHEN
--------------
NONE
--------
* Shares were acquired in private transactions with various transferors for
which Ramius Capital Group, L.L.C. or an affiliate serves as the
investment manager, the managing member or the managing member of the
investment manager.
I-3
MORGAN B. STARK
---------------
NONE
THOMAS W. STRAUSS
-----------------
NONE
JEFFREY M. SOLOMON
------------------
NONE
STEPHEN FARRAR
--------------
NONE
WILLIAM J. FOX
--------------
NONE
BRION G. GRUBE
--------------
NONE
MATTHEW Q. PANNEK
-----------------
NONE
JEFFREY C. SMITH
----------------
NONE
GAVIN MOLINELLI
---------------
NONE
I-4
SCHEDULE II
THE FOLLOWING TABLES ARE REPRINTED FROM LUBY'S PROXY STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 2007
OWNERSHIP OF EQUITY SECURITIES IN THE COMPANY
The following table sets forth information concerning the beneficial
ownership of the Company's common stock, as of November 8, 2007, for (a) each
director currently serving on the Board, (b) each nominee for election as a
director at the Annual Meeting named in this Proxy Statement, (c) each of the
officers named in the Summary Compensation Table not listed as a director, and
(d) all directors and executive officers as a group. In general, "beneficial
ownership" includes those shares a director or executive officer has the power
to vote or transfer and shares that the director or executive officer has the
right to acquire within 60 days after November 16, 2007.
Shares Beneficially Percent of Common
Name(1) Owned Stock
------- ----- -----
Judith B. Craven (2) 35,014 *
Arthur R. Emerson (3) 37,108 *
K. Scott Gray (4) 15,372 *
Jill Griffin (5) 15,981 *
J.S.B. Jenkins (6) 17,002 *
Frank Markantonis (7) 21,959 *
Joe C. McKinney (8) 18,933 *
Gasper Mir, III (9) 18,101 *
Christopher J. Pappas (10) 3,459,076 12.18%
Harris J. Pappas (11) 3,459,076 12.18%
Peter Tropoli (12) 23,769 *
Jim W. Woliver (13) 34,980 *
All directors and executive officers of
the Company, as a group(12 persons)(14) 7,156,371 25.19%
* Represents beneficial ownership of less than one percent of the shares of
the Company's common stock issued and outstanding on November 8, 2007.
(1) Except as indicated in these notes and subject to applicable community
property laws, each person named in the table owns directly the number of
shares indicated and has the sole power to vote and to dispose of such
shares. Shares of phantom stock held by a nonemployee director convert
into an equivalent number of shares of the Company's common stock when the
nonemployee director ceases to be a director of the Company due to
resignation, retirement, death, disability, removal, or any other
circumstance. The shares of common stock payable upon conversion of the
phantom stock are included in this table because it is possible for the
holder to acquire the common stock within 60 days if his or her
directorship terminated. Under the Company's Nonemployee Director Stock
Plan, restricted stock awards may become unrestricted when a nonemployee
director ceases to be a director of the Company. Unless otherwise
specified, the mailing address of each person named in the table is 13111
Northwest Freeway, Suite 600, Houston, Texas 77040.
II-1
(2) The shares shown for Dr. Craven include 1,500 shares held for her benefit
in a custodial account, 18,666 shares which she has the right to acquire
within 60 days under the Nonemployee Director Stock Plan, 11,469 shares of
phantom stock held under the Nonemployee Director Phantom Stock Plan and
3,379 shares of restricted stock.
(3) The shares shown for Mr. Emerson include 3,237 shares held jointly with
his wife in a custodial account, 18,666 shares which he has the right to
acquire within 60 days under the Nonemployee Director Stock Plan, 11,826
shares of phantom stock held under the Nonemployee Director Phantom Stock
Plan and 3,379 shares of restricted stock.
(4) The shares shown for Mr. Gray include 4,020 shares held for his benefit in
a custodial account, 6,960 shares which he has the right to acquire within
60 days under Luby's Incentive Stock Plan and 4,392 shares of restricted
stock.
(5) The shares shown for Ms. Griffin include 8,000 shares which she has the
right to acquire within 60 days under the Nonemployee Director Stock Plan
and 7,981 shares of restricted stock.
(6) The shares shown for Mr. Jenkins include 8,000 shares which he has the
right to acquire within 60 days under the Nonemployee Director Stock Plan
and 9,002 shares of restricted stock.
(7) The shares shown for Mr. Markantonis include 100 shares held for his
benefit in a custodial account, 10,000 shares which he has the right to
acquire within 60 days under the Nonemployee Director Stock Plan, 3,878
shares of phantom stock held under the Nonemployee Director Phantom Stock
Plan and 7,981 shares of restricted stock.
(8) The shares shown for Mr. McKinney include 8,000 shares which he has the
right to acquire within 60 days under the Nonemployee Director Stock Plan
and 10,933 shares of restricted stock.
(9) The shares shown for Mr. Mir include 10,000 shares which he has the right
to acquire within 60 days under the Nonemployee Director Stock Plan, 2,452
shares of phantom stock held under the Nonemployee Director Phantom Stock
Plan and 5,649 shares of restricted stock.
(10) The shares shown for Christopher J. Pappas include 3,404,803 shares held
for his benefit in a custodial account and 54,273 shares which he has the
right to acquire within 60 days pursuant to stock options granted under
the Luby's Incentive Stock Plan.
(11) The shares shown for Harris J. Pappas include 3,404,803 shares held for
his benefit in a custodial account and 54,273 shares which he has the
right to acquire within 60 days pursuant to stock options granted under
the Luby's Incentive Stock Plan.
II-2
(12) The shares shown for Mr. Tropoli include 3,300 shares held for his benefit
in a custodial account, 14,915 shares which he has the right to acquire
within 60 days under Luby's Incentive Stock Plan and 5,554 shares of
restricted stock.
(13) The shares shown for Mr. Woliver include 19,601 shares held in a custodial
account for the benefit of Mr. Woliver and his wife, 12,000 shares which
he has the right to acquire within 60 days under the Nonemployee Director
Stock Option Plan and 3,379 shares of restricted stock.
(14) The shares shown for all directors and executive officers as a group
include 185,082 shares which they have the right to acquire within 60 days
under the Company's various benefit plans, and 29,623 shares of phantom
stock held by nonemployee directors under the Nonemployee Director Phantom
Stock Plan.
PRINCIPAL SHAREHOLDERS
The following table sets forth information as to the beneficial ownership
of the Company's common stock by each person or group known by the Company to
own beneficially more than 5% of the outstanding shares of the Company's common
stock as of November 8, 2007 and, unless otherwise indicated, is based on
disclosures made by the beneficial owners in SEC filings under Section 13 of the
Exchange Act:
Shares Beneficially Percent of Common
Name and Address of Beneficial Owner (1) Owned Stock
---------------------------------------- ------------------- -----------------
Christopher J. Pappas
13939 Northwest Freeway
Houston, Texas 77040 (2) 3,459,076 12.18%
Harris J. Pappas
13939 Northwest Freeway
Houston, Texas 77040 (3) 3,459,076 12.18%
Ramius Capital Group, L.L.C.
and related companies and individuals
666 Third Avenue, 26th Floor
New York, New York 10017 (4) 1,864,500 6.56%
Dimensional Fund Advisors, LP
1299 Ocean Avenue
11th Floor
Santa Monica, California 90401 (5) 1,700,519 5.99%
Deutsche Asset Management Americas
Taunusanlage 12
D-60325 Frankfurt am Main
Federal Republic of Germany (6) 1,421,401 5.00%
II-3
(1) Except as indicated in these notes and subject to applicable community
property laws, each person named in the table owns directly the number of
shares indicated and has the sole power to vote and to dispose of such
shares.
(2) The shares shown for Christopher J. Pappas include 3,404,803 shares held
for his benefit in a custodial account and 54,273 shares which he has the
right to acquire within 60 days pursuant to stock options granted under
the Luby's Incentive Stock Plan.
(3) The shares shown for Harris J. Pappas include 3,404,803 shares held for
his benefit in a custodial account and 54,273 shares which he has the
right to acquire within 60 days pursuant to stock options granted under
the Luby's Incentive Stock Plan.
(4) Information based solely on Amendment No. 2 to Schedule 13D/A dated
November 5, 2007 and filed on November 6, 2007 with the Securities and
Exchange Commission jointly by Ramius Capital Group, L.L.C., Parche, LLC,
Starboard Value and Opportunity Master Fund Ltd., RCG Enterprise, Ltd.,
RCG Starboard Advisors, LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B.
Stark, Jeffrey M. Solomon, Thomas W. Strauss, Stephen Farrar, William J.
Fox, Brion G. Grube, Matthew Q. Pannek, Jeffrey C. Smith and Gavin
Molinelli. The Schedule 13D/A indicates that at November 5, 2007: (a)
Parche, LLC was the beneficial owner with sole dispositive power of
298,320 shares and reported sole voting as to 298,320 shares; (b)
Starboard Value and Opportunity Master Fund Ltd. was the beneficial owner
with sole dispositive power of 1,566,180 shares and reported sole voting
as to 1,566,180 shares; (c) RCG Enterprise Ltd. was the beneficial owner
with sole dispositive power of 298,320 shares and reported sole voting as
to 298,320 shares; (d) RCG Starboard Advisors, LLC may be deemed to be the
beneficial owner with sole dispositive power of 1,864,500 shares and may
be deemed to have sole voting as to 1,864,500 shares; (e) Ramius Capital
Group, L.L.C. may be deemed to be the beneficial owner with sole
dispositive power of 1,864,500 shares and may be deemed to have sole
voting as to 1,864,500 shares; (f) C4S & Co., L.L.C. may be deemed to be
the beneficial owner with sole dispositive power of 1,864,500 shares and
may be deemed to have sole voting as to 1,864,500 shares; (g) each of
Messrs. Cohen, Stark, Strauss and Solomon may be deemed to be the
beneficial owner with shared dispositive power of 1,864,500 shares and may
be deemed to have shared voting as to 1,864,500 shares; and (h) each of
Messrs. Farrar, Fox, Grube, Pannek, Smith and Molinelli may be deemed to
be the beneficial owner with shared dispositive power of 1,864,500 shares
and may be deemed to have shared voting power as to 1,864,500 shares.
(5) Information based solely on Report for the Calendar Year or Quarter Ended
September 30, 2007 on Form 13F dated October 23, 2007 and filed on October
25, 2007 with the Securities and Exchange Commission by Dimensional Fund
Advisors LP.
(6) Information based solely on Report for the Calendar Year or Quarter Ended
June 29, 2007 on Form 13F--HR/A dated September 26, 2007 and filed on
September 26, 2007 with the Securities and Exchange Commission by Deutsche
Bank Aktiengesellschaft.
II-4
IMPORTANT
Tell your Board what you think! Your vote is important. No matter how many
Shares you own, please give the Ramius Group your proxy FOR the election of the
Ramius Group's Director Nominees by taking three steps:
o SIGNING the enclosed GOLD proxy card,
o DATING the enclosed GOLD proxy card, and
o MAILING the enclosed GOLD proxy card TODAY in the envelope provided
(no postage is required if mailed in the United States).
If your Shares are held in a brokerage account or bank, you are considered
the beneficial owner of the Shares, and these proxy materials, together with a
GOLD voting form, are being forwarded to you by your broker or bank. As a
beneficial owner, you may either (i) instruct your broker, trustee or other
representative how to vote or (ii) request of your broker, trustee or other
representative, a proxy for the Shares that you beneficially own and pursuant to
such proxy vote the Shares in person at the Annual Meeting. The Ramius Group
urges you to confirm in writing any instructions to the Ramius Group in care of
Innisfree M&A Incorporated at the address provided below so that the Ramius
Group will be aware of all instructions given and can attempt to ensure that
such instructions are followed.
If you have any questions or require any additional information concerning
this Proxy Statement, please contact Innisfree M&A Incorporated at the address
set forth below.
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders Call Toll-Free at: (877) 800-5185
Banks and Brokers Call Collect at: (212) 750-5833
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED ___________, 2007
LUBY'S, INC.
2008 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE RAMIUS GROUP
THE BOARD OF DIRECTORS OF LUBY'S, INC.
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned appoints Jeffrey C. Smith and Gavin Molinelli, and each of them,
attorneys and agents with full power of substitution to vote all shares of
common stock of Luby's, Inc. ("Luby's" or the "Company") which the undersigned
would be entitled to vote if personally present at the 2008 Annual Meeting of
Shareholders of the Company scheduled to be held at the Sheraton Brookhollow
Hotel located at 3000 North Loop West, Houston, Texas 77092, on January 15, 2008
at 11:00 a.m., Houston time, and including at any adjournments or postponements
thereof and at any meeting called in lieu thereof (the "Annual Meeting").
The undersigned hereby revokes any other proxy or proxies heretofore given to
vote or act with respect to the shares of common stock of the Company held by
the undersigned, and hereby ratifies and confirms all action the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as directed on the
reverse and in the discretion of the herein named attorneys and proxies or their
substitutes with respect to any other matters as may properly come before the
Annual Meeting that are unknown to the Ramius Group a reasonable time before
this solicitation.
IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1, WILL ABSTAIN ON PROPOSAL 2 AND WILL BE VOTED
FOR PROPOSAL 3.
This Proxy will be valid until the sooner of one year from the date indicated on
the reverse side and the completion of the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[X] PLEASE MARK VOTE AS IN THIS EXAMPLE
THE RAMIUS GROUP STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
NOMINEES LISTED BELOW IN PROPOSAL NO.1
Proposal No. 1 - The Ramius Group's Proposal to elect Stephen Farrar, William J.
Fox, Brion G. Grube and Matthew Q. Pannek to serve as directors until the 2011
Annual Meeting of Shareholders.
FOR ALL
EXCEPT
FOR ALL AGAINST ALL NOMINEE(S)
NOMINEES NOMINEES WRITTEN BELOW
Nominees: Stephen Farrar [ ] [ ] [ ]
William J. Fox ______________
Brion G. Grube ______________
Matthew Q. Pannek ______________
Proposal No. 2 - To ratify the appointment of Grant Thornton LLP as independent
auditor for the 2008 fiscal year.
|_| FOR |_| AGAINST |_| ABSTAIN
THE RAMIUS GROUP MAKES NO RECOMMENDATION ON PROPOSAL NO. 2
Proposal No. 3 - To recommend that the Board of Directors consider adoption of
the non-binding shareholder proposal to declassify the Board of Directors.
|_| FOR |_| AGAINST |_| ABSTAIN
THE RAMIUS GROUP RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 3
DATED:_________________________________________
_______________________________________________
(Signature)
_______________________________________________
(Signature, if held jointly)
_______________________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING.
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.