sec document
UNITED STATES
SECURTIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant |_|
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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 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
MATTHEW Q. PANNEK,
WILLIAM J. FOX
BRION G. GRUBE
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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.
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Starboard Value and Opportunity Master Fund Ltd. ("Starboard"), an
affiliate of Ramius Capital Group, L.L.C. ("Ramius Capital"), together with the
other participants named herein, intends to make a preliminary filing with the
Securities and Exchange Commission ("SEC") of a proxy statement and an
accompanying proxy card to be used to solicit votes for the election of its
nominees at the 2008 annual meeting of shareholders of Luby's, Inc., a Delaware
corporation (the "Company").
Item 1: On October 17, 2007, Starboard issued the following press
release:
FOR IMMEDIATE RELEASE
RAMIUS CAPITAL DISCLOSES NOMINATION OF FOUR DIRECTOR
CANDIDATES FOR LUBY'S, INC. BOARD
PROPOSES SLATE OF INDEPENDENT NOMINEES WITH RESTAURANT INDUSTRY AND CORPORATE
FINANCE EXPERIENCE TO STRENGTHEN THE BOARD AND OVERSEE EXPANSION STRATEGY
NEW YORK - OCTOBER 17, 2007 - Starboard Value and Opportunity Master Fund Ltd.,
an affiliate of RCG Starboard Advisors, LLC and Ramius Capital Group, L.L.C.
(collectively, "Ramius"), today announced that it has nominated a slate of four
independent candidates for election to the Board of Directors of Luby's, Inc.
("Luby's" or the "Company") (NYSE: LUB) at the Company's 2008 Annual Meeting of
Shareholders. Ramius, which beneficially owns approximately 7.1% of the common
stock of Luby's, detailed its intention in a written notice to the Board of
Directors of Luby's.
Ramius believes that its nominees will strengthen the quality of Luby's Board by
adding valuable restaurant industry and corporate finance expertise. In
addition, Ramius believes that its nominees can prove valuable in helping
management evaluate and execute on its new growth strategy, explore various
strategic and financing alternatives to enhance shareholder value, and ensure
that the Company is being run solely for the benefit of all Luby's shareholders.
Ramius Partner Jeffrey C. Smith said, "As Luby's largest independent
shareholder, we firmly believe the Company is undervalued. While we are excited
about the potential growth prospects for the business, we believe the board can
be strengthened to enable a higher probability of the most successful outcome.
To this end, Ramius has nominated four independent, experienced restaurant and
corporate finance industry professionals to assist Luby's in maximizing
shareholder value. Our independent nominees are well qualified to help evaluate
and then oversee all available opportunities while ensuring that Luby's
maintains an appropriate capital structure and real estate portfolio. They are
committed to acting solely in the best interests of all Luby's shareholders."
Ramius' four independent nominees, none of whom come from Ramius, together form
an experienced team that intends to focus on unlocking value for the benefit of
all Luby's shareholders. They are:
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Stephen Farrar Stephen Farrar (age 57) served as Senior Vice President,
Western Region of Wendy's International, Inc. (NYSE: WEN)
from 1992 until September 2006. From March 1998 to June
1999, Mr. Farrar also acted as Regional Vice President of
Wendy's Pacific International Region. Mr. Farrar joined
Wendy'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 2005-2006. Mr. Farrar
attended the University of Texas at Arlington, where he
studied business pre-law.
William J. Fox William J. Fox (age 51) is currently a business advisor
and strategy consultant. From August 2006 until
September 2007, Mr. Fox was Executive Chairman of the
Board and a director (since December 2004) of Nephros,
Inc. (AMEX: NEP), a medical device company. From October
2004 until May 2006, Mr. Fox was Vice Chairman of
Barrington Capital and several of its affiliates, a group
of equity investment funds. Until December 2006, Mr. Fox
had been a member of the Barrington Advisory Board since
the founding of Barrington 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
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MacAndrews in 1983 and 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.
Brian G. Grube Brian Grube (age 56) served as Chief Executive Officer
and President of Baja Fresh Mexican Grill, a subsidiary
of Wendy's International, Inc. (NYSE: WEN), from 2005 to
2006. From 2004 to 2005, Mr. Grube served as Chief
Executive Officer and 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 (2001-2004), 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.
Matthew Q. Pannek Matthew Q. Pannek (age 40) 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, from May 2006
until August 2007. 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),
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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.
ABOUT RAMIUS CAPITAL GROUP, L.L.C.
Ramius Capital Group is a registered investment advisor that manages assets of
approximately $9.6 billion in a variety of alternative investment strategies.
Ramius Capital Group is headquartered in New York with offices located in
London, Tokyo, Hong Kong, Munich, and Vienna.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Starboard Value and Opportunity Master Fund Ltd., an affiliate of Ramius Capital
Group, L.L.C. ("Ramius Capital"), together with the other participants named
herein, intends to make a preliminary filing with the Securities and Exchange
Commission ("SEC") of a proxy statement and an accompanying proxy card to be
used to solicit votes for the election of its nominees at the 2008 annual
meeting of shareholders of Luby's, Inc., a Delaware corporation (the "Company").
RAMIUS CAPITAL ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY
STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
THE PARTICIPANTS' PROXY SOLICITOR, INNISFREE M&A INCORPORATED, AT ITS TOLL-FREE
NUMBER: (877) 800-5185.
The participants in the proxy solicitation are Starboard Value and Opportunity
Master Fund Ltd., a Cayman Islands exempted company ("Starboard"), Parche, LLC,
a Delaware limited liability company ("Parche"), RCG Starboard Advisors, LLC, a
Delaware limited liability company ("RCG Starboard"), 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, Morgan B.
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Stark, Thomas W. Strauss, Jeffrey M. Solomon, Stephen Farrar, Matthew Q. Pannek,
William J. Fox and Brion G. Grube (the "Participants").
Starboard beneficially owns 1,566,180 shares of Common Stock of the Company.
Parche beneficially owns 298,320 shares of Common Stock of the Company. As the
investment manager of Starboard and the managing member of Parche, RCG Starboard
may be deemed to beneficially own the 1,566,180 shares of Common Stock of the
Company owned by Starboard and the 298,320 shares of Common Stock of the Company
owned by Parche. As the sole member of RCG Starboard, Ramius Capital may be
deemed to beneficially own the 1,566,180 shares of Common Stock of the Company
owned by Starboard and the 298,320 shares of Common Stock of the Company owned
by Parche. As the managing member of Ramius Capital, C4S may be deemed to
beneficially own the 1,566,180 shares of Common Stock of the Company owned by
Starboard and the 298,320 shares of Common Stock of the Company owned by Parche.
As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and
Mr. Solomon may be deemed to beneficially own the 1,566,180 shares of Common
Stock of the Company owned by Starboard and the 298,320 shares of Common Stock
of the Company owned by Parche.
None of Mr. Farrar, Mr. Pannek, Mr. Fox and Mr. Grube directly owns any shares
of Common Stock of the Company. Each of Mr. Farrar, Mr. Pannek, Mr. Fox and Mr.
Grube, by virtue of his status as a director nominee of Starboard, may be deemed
to beneficially own the 1,566,180 shares of Common Stock of the Company owned by
Starboard and the 298,320 shares of Common Stock of the Company owned by Parche.
Each of Mr. Farrar, Mr. Pannek, Mr. Fox and Mr. Grube disclaims beneficial
ownership of such Shares.
# # #
CONTACT:
Media & Shareholders:
Sard Verbinnen & Co.
Dan Gagnier or Renee Soto, 212-687-8080
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