UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Proxy Statement |
x | Definitive Additional Materials |
¨ | Soliciting Material Under Rule 14a -12 |
Lubys, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(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: |
(2) | Aggregate number of securities to which transaction applies: |
(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): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
¨ | Fee paid previously with preliminary materials. |
¨ | 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: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
On January 3, 2008, Lubys, Inc. issued the following press release:
Contact: Rick Black, 713-329-6808
Matthew Sherman / Jeremy Jacobs
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Dan Burch / Charlie Koons
MacKenzie Partners, Inc.
212-929-5500
FOR IMMEDIATE RELEASE
EGAN-JONES PROXY SERVICES RECOMMENDS LUBYS SHAREHOLDERS VOTE FOR
ALL FOUR OF LUBYS QUALIFIED DIRECTORS AND REJECT RAMIUS NOMINEES
HOUSTON, TX, January 3, 2008 Lubys, Inc. (NYSE: LUB) today announced that Egan-Jones Proxy Services, a leading independent proxy voting and corporate governance advisory firm, recommended that Lubys shareholders vote FOR all four Lubys directors and reject Ramius nominees at the Companys Annual Meeting of Shareholders on Tuesday, January 15, 2007.
Chris Pappas, President and CEO, said, We are pleased that Egan-Jones supports the re-election of all four of Lubys directors. The Egan-Jones recommendation reaffirms our belief that we have the right Board in place with the right skills in areas that are critical to the continued success of Lubys strategic growth plan.
In its January 3, 2008 report, Egan Jones concluded, the management nominees appear qualified, and we recommend a vote FOR the nominees listed on the managements WHITE PROXY CARD. * In its analysis Egan Jones stated:
We agree with the criticism that the fast food restaurant experience that Ramius nominees possess is only indirectly relevant to Lubys casual dining concept, which features a wide variety of food made from scratch, whereas Lubys directors have extensive experience in the casual dining sector.*
In its report, Egan Jones also stated:
While Ramius has proposed to releverage the Companys balance sheet through the sale and leaseback of the Companys real estate, the Board and management of the Company are on record that they evaluated Ramius suggestion and determined it would deplete the Companys assets, resulting in Lubys paying more each year to rent the properties than the Company generates in net income. The Company opines that by owning, rather than leasing, the Companys properties, Lubys will generate better operating margins and greater cash flow returns.*
* | Permission to use quotations was neither sought nor obtained. |
Lubys shareholders who have any questions or need assistance voting their WHITE proxy card should contact the Companys investor relations department at (713) 329-6808 or investors@lubys.com, or MacKenzie Partners, Inc. which is assisting the Company in this matter, toll-free at (800) 322-2885.
About Lubys
Lubys operates 128 restaurants in Austin, Dallas, Houston, San Antonio, the Rio Grande Valley and other locations throughout Texas and other states. Lubys provides its customers with quality home-style food, value pricing, and outstanding customer service. For more information about Lubys, visit the Companys website at http://www.lubys.com.
Additional Information
In connection with the solicitation of proxies, Lubys has filed with the Securities and Exchange Commission (the SEC) a definitive proxy statement on November 29, 2007 (the Proxy Statement). The Proxy Statement contains important information about Lubys and the 2008 Annual Meeting of Shareholders. Lubys shareholders are urged to read the Proxy Statement carefully.
On November 29, 2007, Lubys began the process of mailing the Proxy Statement, together with a WHITE proxy card. Shareholders may obtain additional free copies of the Proxy Statement and other documents filed with the SEC by Lubys through the website maintained by the SEC at www.sec.gov. The Proxy Statement and other relevant documents also may be obtained free of charge from Lubys by contacting Investor Relations in writing at Lubys, Inc., 13111 Northwest Freeway, Suite 600, Houston, Texas 77040; or by phone at 713-329-6808; or by email at investors@lubys.com. The Proxy Statement is also available on Lubys website at www.lubys.com/06aboutusFilings.asp. The contents of the websites referenced above are not deemed to be incorporated by reference into the Proxy Statement. In addition, copies of the Proxy Statement may be requested by contacting the Companys proxy solicitor, MacKenzie Partners, Inc., by phone toll-free at 1-800-322-2885.
Lubys and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the 2008 Annual Meeting of Shareholders. You can find information about Lubys directors and executive officers in the Proxy Statement.
Forward-Looking Statements
This document contains statements that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this document, other than statements of historical fact, are forward-looking statements for purposes of these provisions, including any statements regarding plans for expansion of the Companys business, scheduled openings of new units, the implementation of the Companys strategic growth plan, the effect of alternative business plans and expectations concerning unit sales and investor returns. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such statements. Some of the factors that could cause actual future results to differ materially are described under the caption Risk Factors in the Companys annual reports on Form 10-K and quarterly reports on Form 10-Q, which may be obtained free of charge at the SECs website at www.sec.gov or from Lubys at www.lubys.com.
# # #