Committee of Concerned Lubys Shareholders – ‘PRRN14A’ on 12/4/00 re: Lubys Inc

On:  Monday, 12/4/00, at 9:59am ET   ·   Accession #:  1124812-0-500016   ·   File #:  1-08308

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Revised Preliminary Non-Management Proxy Solicitation Material — Contested Solicitation or Other Situation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRRN14A     Letter, Proxy Statement and Blue Proxy Card           22±    95K 

Document Table of Contents

PRRN14A
1st “Page” of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
=== PRELIMINARY COPY ===                

The Committee of Concerned Luby's Shareholders                                  
P. O. Box 6983                                                                  
Tyler, Texas 75711                                                              
800/657-2286                                                                    

December 8, 2000                                                                

Dear Fellow Shareholders of Luby's, Inc.:                                       

As shareholders of Luby's, Inc. ("Luby's"), we have become            
dissatisfied with the performance of Luby's in recent years and have            
formed The Committee of Concerned Luby's Shareholders ("Committee") to          
nominate three (3) persons for election as Directors of Luby's                  
("Nominees").  In the Committee's opinion, Luby's needs new blood at            
the most senior level.  The Committee believes that its Nominees will           
help revitalize Luby's.  We have nominated: (1) Elisse Jones Freeman;           
(2) Herbert Leslie ("Les") Greenberg; and (3) Thomas C. Palmer.  The            
Committee needs you to vote for its Director nominees.                          

The Committee is seeking your support because it believes that        
Luby's is a company in some trouble.                                            

In 1997, the Board of Directors ("BOD") of Luby's, knowing that       
Luby's faced fierce competition in the food service industry, hired             
Mr. Barry J.C. Parker ("Parker"), a person with NO prior working                
experience in the food service industry, as the President and Chief             
Executive Officer of Luby's for a period of three (3) years.  From              
1989 to June 1996, Mr. Parker was employed as the Chairman of the               
Board, Chief Operating Officer and President of County Seat Stores,             
Inc., an apparel retailer which filed for bankruptcy protection in              
October 1996.                                                                   

"[F]or three years, Luby's has struggled with slumping profits,       
...  As the company scrambled to deal with its troubles, it drove away        
numerous managers with decades of experience because of cuts in pay,            
loss of autonomy and a corporate culture that has become increasingly           
top-down." (HoustonChronicle.com, 10/28/00) (Please see Sections                
entitled "Declining Sales, Net Profits and Market Stock Prices" and             
"Management and Vendor Turnover" in the Proxy Statement.)  In the               
fourth quarter of fiscal year 2000, same-store sales declined 5.8%.             
"We anticipate that our first quarter results will be disappointing."           
(Luby's Press Release, 10/27/00)  Dividends have recently been                  
discontinued.  In October 2000, the market price of Luby's stock sunk           
to $4-1/4, down from its all time high of $25-7/8 in 1993 and $21-1/8           
on October 3, 1997.  The market capitalization of Luby's has decreased          
approximately $1/3 billion since October 3, 1997.                               

On July 19, 2000, the BOD extended Mr. Parker's employment            
contract for one year commencing October 1, 2000.  On September 23,             
2000, he "tendered his resignation ... subject to finalizing a                  
separation agreement."  In October 2000, the Vice President, Secretary          
and General Counsel, the Senior Vice President - Human Resources and            
the Senior Vice President - Chief Financial Officer resigned.  "Over            
the past 12 months, 15 percent of Luby's top Managers have resigned             
..." (San Antonio Express-News, 10/27/00)                                     

SHAREHOLDERS NEED THEIR OWN "WATCHDOGS" TO MIND THE STORE                 
AND TO MAKE SURE THAT THEIR CONCERNS ARE HEARD                

The Committee believes that the success of any company is based       
upon the performance of its top executive officers and that close               
scrutiny of their performance is required by the BOD.  The Committee            
believes that the BOD should be accountable for its acts.  Further,             
the Committee believes that the input of independent Directors, those           
who do not have to thank Management or the existing Directors for               
their nomination or election, is essential for the improvement of               
Luby's.                                                                         

To this end, the Committee proposes the following:                    

[X]  Vote FOR our Nominees: Elisse Jones Freeman; Herbert Leslie      
("Les") Greenberg; and Thomas C. Palmer (Item 1).                               

[X]  Vote FOR Shareholder Proposal (Item 2), a resolution by          
Herbert Leslie Greenberg, a member of the Committee and a Nominee,              
requesting that the BOD provide for the annual election of all                  
Directors and that the BOD be declassified.                                     

[X]  Vote FOR Shareholder Proposal (Item 3), a resolution by          
Paulette D. Greenberg, wife of Herbert Leslie Greenberg, requesting             
that the Cash Incentive Bonus Plan be amended so that bonuses only be           
paid to the CEO in those years where the prior year's financial                 
performance has been exceeded.                                                  

[X]  Vote FOR Shareholder Proposal (Item 4), a resolution, by a       
person with no affiliation to the Committee, requesting that the                
Corporate Governance Guidelines be amended to provide any Director              
with the unfettered right to have items he/she submits for discussion           
at BOD meetings placed upon the pre-meeting's printed agenda.                   

[X]  Vote FOR Shareholder Proposal (Item 5), a resolution, by a       
person with no affiliation to the Committee, requesting the removal of          
all anti-takeover defenses.                                                     

Each of the Shareholder Proposals is advisory and will not be         
implemented without approval of the BOD.  While not binding on the              
BOD, the Committee believes that the adoption of the proposals, or any          
of them, would send a clear message to the BOD as to Shareholder                
sentiment on the respective issues.                                             

Shareholders are urged to attend the Annual Meeting in person.        
If you are unable to attend in person and wish to have your shares              
voted, please sign and date the enclosed BLUE proxy card and return it          
by mail as promptly as possible.                                                

IF YOU VOTE FOR US, PLEASE DO NOT USE THE WHITE PROXY CARD OF         
LUBY'S AS IT WOULD REVOKE YOUR VOTE FOR US.  IF YOU DATE AND SIGN THE           
BLUE CARD TO VOTE FOR US, YOU WILL REVOKE ANY PROXY CARD YOU SIGNED ON          
AN EARLIER DATE FOR LUBY'S.                                                     

Sincerely,                                                                      

The Committee of Concerned Luby's Shareholders                                  

By: HERBERT LESLIE("LES")GREENBERG                                              
HERBERT LESLIE("LES")GREENBERG                                          

PLEASE PROMPTLY SIGN, DATE AND RETURN                 
THE ENCLOSED BLUE PROXY CARD IN THE ENCLOSED ENVELOPE.                

The Committee of Concerned Luby's Shareholders              
P.O. Box 6983               
Tyler, Texas 75711              
(800) 657-2286                
Fax Nos. (903) 581-4000 or (903) 534-0613                 
E-mail: LubysShareholders@att.net                 

PRRN14A
2nd “Page” of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd
=== PRELIMINARY COPY ===                

PROXY STATEMENT                 
OF                
THE COMMITTEE OF CONCERNED LUBY'S SHAREHOLDERS                
IN CONNECTION WITH A SHAREHOLDER SOLICITATION                 
REGARDING THE ELECTION OF INDEPENDENT DIRECTORS                 
AND SHAREHOLDER PROPOSALS AT THE                
2001 ANNUAL MEETING OF SHAREHOLDERS                 
OF LUBY'S, INC.                 

                                December 8, 2000

This Proxy Statement and the accompanying BLUE proxy card are         
being furnished to shareholders of Luby's, Inc. ("Luby's") in                   
connection with the solicitation of proxies by The Committee of                 
Concerned Luby's Shareholders ("Committee") for use at the Annual               
Meeting of Shareholders of Luby's or at any postponement or                     
rescheduling thereof ("Annual Meeting").  The Annual Meeting will be            
held on Friday, January 12, 2001, at 9:00 A.M., at the Omni San                 
Antonio Hotel, 9821 Colonnade Boulevard, San Antonio, Texas. The Board          
of Directors ("BOD") of Luby's has fixed the close of business on               
November 27, 2000 as the record date for determining the shareholders           
of Luby's entitled to notice of and to vote at the Annual Meeting.              
Only holders of record of the shares of common stock ("Common Stock")           
on the record date are entitled to vote at the Annual Meeting.  There           
are 22,420,375 shares of Common Stock outstanding as of the record              
date. Each share of Common Stock is entitled to one vote on such                
matters as may properly come before the Annual Meeting.                         
Copies of the Proxy Statement and BLUE proxy card are intended to     
be mailed or furnished on or about December 8, 2000.                            
You are urged to sign and date the enclosed BLUE proxy card           
and return it in the enclosed envelope whether or not you plan to               
attend the Annual Meeting.  A shareholder may revoke any proxy                  
(whether such proxy was solicited by the Committee or by Luby's) at             
any time prior to its use by submitting a duly executed proxy bearing           
a later date or written revocation, and, in addition, any shareholder           
who attends the Annual Meeting in person may vote at the Annual                 
Meeting thereby canceling any proxy previously given.                           
The Proxy Statement and form of proxy will be delivered to            
holders of at least the percentage of Common Stock of Luby's required           
under applicable law to carry the proposals set forth hereinafter.              
The Committee consists of: (1) Herbert Leslie ("Les") Greenberg       
and (2) Thomas C. Palmer.  They collectively hold approximately 0.044%          
of the Common Stock of Luby's.                                                  

YOUR VOTE AT THIS YEAR'S ANNUAL MEETING IS ESPECIALLY IMPORTANT.      
PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD IN THE                
ENCLOSED ENVELOPE.                                                              

THE COMMITTEE OF CONCERNED LUBY'S SHAREHOLDERS                
P. O. BOX 6983                
Tyler, Texas 75711                
(800) 657-2286                
Fax Nos. (903) 581-4000 or (903) 534-0613                 
E-mail: LubysShareholders@att.net                 

ELECTION OF DIRECTOR(S) (ITEM 1)                

Based upon their respective backgrounds, as described below, and      
their willingness to challenge Management when they believe that it is          
necessary to do so in order to represent Shareholders' interests, as            
demonstrated, in part, by their participation in this solicitation,             
the Committee believes that its nominees ("Nominees") will be the type          
of independent, effective Directors that Luby's needs.  Each of the             
Committee's Nominees has consented to being named in the Proxy                  
Statement and to serve as a Director of Luby's if elected.  There is            
no agreement or understanding between such Nominees and any other               
person pursuant to which the Nominee was selected as a Nominee of the           
Committee.  The Nominees are:                                                   

[X]  ELISSE JONES FREEMAN ("Mrs. Freeman") is 57 years old and for at           
least the past five years has been a Volunteer Professional. She has            
been a Shareholder since 1980.  Her father was Henry O. Jones, one of           
the founders and formerly a Chief Operating Officer and Executive Vice          
President of Luby's. She has dined at Luby's for almost her entire              
life.                                                                           
Mrs. Freeman earned a Bachelors of Arts degree from Southern          
Methodist University in 1964.  She holds a Secondary Teaching                   
Credential and taught from 1964 to 1968.  She held a real estate                
license in the early 1980s.                                                     
Mrs. Freeman has served as a national/international officer of        
Alpha Delta Pi Sorority for 18 years.  She now serves as the                    
International Vice President of Collegiate Membership for Alpha Delta           
Pi Sorority.  She has served as Vice President on the Grand Council             
since 1997.                                                                     
Mrs. Freeman is married and has three children.                       

[X] HERBERT LESLIE ("LES") GREENBERG ("Mr. Greenberg")is 57 years               
old and for at least the past five years has been a semi-retired                
business litigation attorney, arbitrator, mediator and investor.  Mr.           
Greenberg is a member of the Committee.                                         
Mr. Greenberg and Paulette D. Greenberg (formerly Nebrat)("Mrs.       
Greenberg") first became Shareholders in 1996.  Mrs. Greenberg                  
commenced dining at Luby's more than fifty (50) years ago in Corpus             
Christi, Texas.  She graduated from the University of Texas in 1965.            
Mr. and Mrs. Greenberg have dined at Luby's for about thirty (30)               
years.                                                                          
In the early 1970s, as Director of Compliance of a New York Stock     
Exchange Member Firm, Mr. Greenberg and his staff audited and enforced          
legal/regulatory compliance.                                                    
From 1973 until semi-retirement in 1994, Mr. Greenberg was            
engaged in the private practice of law as a sole practitioner with              
emphasis upon business litigation.  He represented many individuals             
and corporations before arbitration panels and in various state and             
federal courts.  He has served as an arbitrator on the panel of the             
National Association of Securities Dealers since 1976.  Also, he has            
served on the panels of arbitrators of the American Arbitration                 
Association, Pacific Stock Exchange and New York Stock Exchange.  He            
has served the Los Angeles Superior/Municipal Courts as an arbitrator,          
settlement officer (mediator) and Judge Pro Tem.                                
From 1976 to 1980, Mr. Greenberg served as an instructor of Real      
Estate Law and Finance at West Los Angeles Community College.  From             
1976 to 1996, he was licensed as a Real Estate Broker.                          
During April and May 2000, Mr. and Mrs. Greenberg visited             
many units of Luby's from Arizona to Tennessee and from Texas to                
Missouri in order to determine the quality of the product/service.              

[X]  THOMAS C. PALMER ("Mr. Palmer") is 52 years old and for at least           
the past five years has been an investment manager and President of             
Ridglea Investment Services, Inc. of Tyler, Texas since 1979.  Mr.              
Palmer is a member of the Committee.                                            
Mr. Palmer has regularly dined at Luby's in Tyler, Texas since        
1980.  He has also dined at many other Luby's Units from Texas to               
Arizona.                                                                        
Mr. Palmer has been involved in the investment management             
profession since 1974. He achieved his Bachelors and Masters degrees            
in Business Administration from Texas Christian University ("TCU")              
where he taught a graduate level course on investments in 1974.                 
In addition to the common stock of Luby's, Mr. Palmer and his         
clients own long-term investments in Brinker International, Tricon              
Global Restaurants as well as several branded food companies.                   
Mr. Palmer has been married, since 1975, to Marjorie                  
T. Palmer (formerly Thomas)("Mrs. Palmer"), who is also a graduate of           
TCU.  They have three children.                                                 

Luby's employs a staggered system of electing Directors whereby       
only a minority of the Director positions are subject to election at            
the Annual Meeting.  According to the proxy statement of Luby's dated           
December 1, 1999, there are three classes of Directors with four                
members in each class with their respective terms expiring at the               
Annual Meetings scheduled in 2001, 2002 and 2003. At the times when             
the Nominees gave notice to Luby's of their respective candidacies and          
when the Committee initially filed its Preliminary Proxy Statement,             
the terms of four Directors were expected to expire at the Annual               
Meeting.  According to a preliminary proxy statement filed by Luby's            
on November 3, 2000, the BOD has reduced the total number of Directors          
to 9, effective as of January 12, 2001, and three Director positions            
will be subject to election at the Annual Meeting.                              
Proxies sought hereby cannot be voted for a greater number of         
persons than the nominees named.                                                

REASON(S) FOR ELECTING INDEPENDENT DIRECTORS                

The Committee believes, in part, that it is the duty of each          
member of the BOD to monitor and consult with Management to cause               
continuing betterment of net profits, quality of product/service,               
reputation and employee relations at Luby's.                                    
The following sets forth material concerns of the Committee as to     
what it considers to be serious errors committed by the BOD, the                
problems facing Luby's and specific suggested solutions.                        

A.   Questions of Quality of Management Decisions                     
and Oversight of Management by the BOD                      

Unfortunately, Luby's is a somewhat troubled corporation after        
embarking on a "long-term strategic plan."  In the opinion of the               
Committee, the strength of Luby's has been in its niche market of the           
cafeteria segment of food service providers; and it is not and should           
not be expected to be all things to all people.                                 
Certain problems have become apparent.  It is the hope of the         
Committee that Luby's can return to the ranks of one of the premier             
food service providers, but, in the opinion of the Committee, it                
cannot occur without changes to the current BOD of Luby's.                      

(1)  Declining Sales, Net Profits and Market Stock Prices   

Prior to October 1997, Luby's was financially very healthy.           
"'Nobody is building any new cafeterias except us,' Ralph 'Pete'                
Erben, Luby's president and chief executive officer, told about 350             
people attending the company's annual meeting .... Hard economic times          
and the FIERCELY COMPETITIVE cafeteria market have hurt Luby's                  
COMPETITORS, but will NOT slow Luby's growth, he said."  (Emphasis              
added.) (San Antonio Express-News ["SAEN"], 3/7/92) "'Luby's is a very          
healthy company,' said David B. Daviss, who was appointed acting chief          
executive officer by the company's board last Friday.  'We make a lot           
of money and we generate a lot of cash IN A VERY COMPETITIVE                    
INDUSTRY.'" (Emphasis added.) (SAEN, 5/15/97)                                   
Since October 1997, the market capitalization of Luby's has           
declined approximately $1/3 billion.  In its Press Release dated                
October 27, 2000, Luby's stated, "The company also announced that the           
Board has suspended payment of quarterly dividends effective                    
immediately. .... '[O]ur negative sales trend has continued during the          
first quarter and we have not seen any improvement in operating                 
margins from our fourth quarter,' Mr. Davis said.  'We anticipate that          
our first quarter results will be disappointing.'"                              
"Luby's Inc. announced Friday it will close 15 under performing       
locations. .... Fourth-quarter results were hurt by a 5.5 percent               
decline in same-store sales." (SAEN, 8/19/00)  For the nine months              
ended May 31, 2000, the decline in same-store sales "was just over              
three percent ..." (Luby's Report to Shareholders, 6/12/00) "Luby's             
announced in August (1998) it would close 14 restaurants ..." (SAEN,            
10/9/98)                                                                        
For the years ended August 31, Luby's sales, net earnings and net     
earnings per share, including write-downs, were: 1997 --- $495                  
million, $28.5 million and $1.22; 1998 --- $509 million, $5.1 million           
and $.22; 1999 --- $501 million, $21.6 million and $1.26; and, 2000 --          
- $493 million, $9.1 million and $.41, respectively.                            

(2)  Choice of CEO by BOD                                   

In or about October 1997, the BOD hired Mr. Barry J.C. Parker         
("Parker") as President and CEO of Luby's for a term of three (3)               
years.  Mr. Parker's background included absolutely NO employment               
experience in the food service industry.  Mr. Parker had been employed          
as a member of the Executive Committee, Chairman of the Board,                  
President and CEO of County Seat Stores, Inc. ("County Seat") from              
1989 to June 1996.  In October 1996, County Seat filed a petition for           
bankruptcy.                                                                     
County Seat did an analysis of the events which lead to its           
filing for bankruptcy protection.  "During the period from 1992 to              
1994, the Company expanded from 605 stores, ... and an EBITDA margin            
of 9.3%, to 701 stores, ... and an EBITDA margin of 8.2%.  However, by          
1995 the Company's EBITDA margin declined to 5.6% primarily due, in             
the Company's view, to the following: (i) the Company, in an attempt            
to further its expansion strategy, opened stores without sufficient             
regard to the profitability of each location; (ii) in response to               
increased price competition ..., the Company unsuccessfully expanded            
its offering of branded apparel ...; (iii) the Company failed to                
competitively source merchandise ...; and (iv) apparel retailers                
generally experienced weak sales.  By 1996, ... the Company was unable          
to meet scheduled interest payment obligations .... As a result of the          
foregoing, in October 1996, the Company filed a petition ... for                
reorganization relief ... with the United States Bankruptcy Court               
...."  (County Seat, SEC Form S-1/A, 6/1/98)  In the Committee's              
opinion, Mr. Parker should have been able to exercise some control              
over Items (i)-(iii), inclusive, and, as to Item (iv), many other               
apparel retailers survived that "weak sales" period.                            
"Parker had said in a late August interview that his three-year       
contract, which will expire at the end of the month, had been extended          
by the board of directors, ..." (SAEN, 9/26/00)                                 
The Luby's Press Release dated September 25, 2000, states, "Barry     
J.C. Parker has tendered his resignation ... subject to finalizing a            
separation agreement." "Some former managers, who had said in                   
interviews that they were unhappy with Parker's strategy and personal           
approach, greeted the news of Parker's resignation with glee." (SAEN,           
9/25/00)                                                                        
The Committee believes that, with Luby's facing fierce                
competition and Mr. Parker having NO prior employment experience in             
the very competitive food service industry and producing questionable           
results at County Seat, it was a mistake of the BOD to hire Mr.                 
Parker.  Further, after witnessing the financial/operational results            
of the prior three (3) years, as set forth in subsections (1) and (3),          
the Committee believes that the BOD's decision to extend Mr. Parker's           
employment is questionable.                                                     

(3)  "Made-From-Scratch" to Outsourced Food                 

"RECIPE For SUCCESS --- Take liberal quantities of: Luby's Fresh      
Foods and Variety." (The Luby's Story --- Good food from good people            
by Steve Barnhill, 1988) "Luby and Johnston ... built ... the Luby's            
Cafeterias of the future.  It was a huge success because - then as now          
- Luby's Cafeterias provided greater value than the competition.  From          
the very start, Luby and Johnston made the commitment to good service           
and good food MADE FROM HIGH-QUALITY FRESH INGREDIENTS, attractively            
presented, and served generously at a reasonable price." (Emphasis              
added.)  (Luby's Cafeteria --- Good food from good people, 50th                 
Anniversary Recipe Collection, 1996)                                            
"'Luby's built up its reputation by making food from scratch,'          
said food services coordinator Janet Duckham." (SAEN, 5/10/95)  "Close          
your eyes and imagine a dining experience that includes dozens of your          
favorite foods - all of which have been prepared from scratch.  Mmmm.           
...  So is it just a dining fantasy?  No, it's any day in the food            
line at one of Luby's 224 cafeterias ...." (SAEN, 7/18/97)                      
Mr. David B. Daviss ("Mr. Daviss"), then CEO of Luby's stated,"I      
think this is basically a cafeteria company, that isn't to say that we          
might not find other ways to deliver fresh, scratch-cooked food to              
customers." (SAEN, 9/18/97)                                                     
Mr. Parker questioned all of the past operating practices at          
Luby's.  "'Now, for the first time, we're questioning everything,' he           
said.  'That's the reason I'm here.'" (SAEN, 1/9/98)  "From the start,          
Parker seemed to rub the company's tradition-bound managers the wrong           
way." (HoustonChronicle.com ["HC"], 10/28/00)                                   
Mr. Parker conceived and implemented a "long-term strategic           
plan."  "'This is the first time that the company has developed a               
long-term strategic plan,' company spokeswoman Karen Sparks said.  The          
plan - 10 months in the making - has six key initiatives, including             
four that the company is setting in motion this week, she said."                
(SAEN, 6/25/98)  "'This past year was a real transition for Luby's,'            
Barry J.C. Parker ... said Friday at the company's annual meeting ....          
Parker said he believes Luby's accomplished 'a great deal' by                   
implementing a new strategic plan."  (SAEN, 1/9/99)                             
Under a "long-term strategic plan" conceived and implemented by       
Mr. Parker, Luby's switched from its food preparation process of                
"made-from-scratch" to the use of outsourced food.  The public                  
detected a change in the quality of the food at Luby's. "If you think           
homemade food is a thing of the past, you just may be right.  But at            
Luby's?  We noticed some subtle changes at the popular San                      
Antonio-based cafeteria chain, WHICH BUILT ITS REPUTATION ON such               
homemade (as in MADE FROM SCRATCH) specialties as ....  You can still           
find these items ... at the cafeteria chain, of course. ... IT'S JUST           
THAT SOME OF THE OLD FAVORITES DON'T TASTE AS, WELL, HOMEMADE AS THEY           
USED TO. .... But, if through the years, you've loved knowing that              
Luby's has taken the road less traveled and stuck to its founders'              
commitment to make food the old-fashioned way, you may be struggles             
with this change. .... At the annual shareholders' meeting on Jan. 8,           
1999, Parker spoke about achieving 'significant reductions in our food          
costs with absolutely no give-up in quality.'  Also mentioned was the           
'outsourcing of some of our food preparation where we have the                  
opportunity to lower the final cost of a product, ....'  I found some           
interesting variations between sites.  Some Luby's restaurants seem to          
serve more from-scratch than others, ....  Our next visit ...  More             
items had that authentic homemade flavor.  (Incidentally, this was the          
location that had the most booming business.  Coincidence?  I don't             
think so.)"  (Emphasis added.) (SAEN, 9/17/99)                                  
"But the two moves that most enraged store managers and caused        
many to leave were its decision to outsource -- buying premade                  
products instead of making them from scratch -- and restructuring               
management compensation. .... Luby's outsourced to fight rising labor           
costs. ... Overall, however, the company did not save as much on labor          
as it spent on outsourced food." (HC, 10/28/00)                                 
The Committee believes the decision making processes by which         
Management caused a business whose reputation is based upon                     
"made-from-scratch" to change from "made-from-scratch" and the BOD              
allowing it to occur are questionable.                                          

(4)  Reduced Compensation of Unit Management                

"RECIPE For SUCCESS --- .... Add large portions of: Luby's            
Organization and Entrepreneurship ...." (The Luby's Story --- Good              
food from good people, 1988)                                                    
Luby's used to pride itself on the entrepreneurial spirit of its      
Unit Managers.  The "60/40" compensation plan, i.e., division of Unit           
net profits whereby 60% went to Luby's and 40% to be divided by Unit            
Management, was well known before the arrival of Mr. Parker.                    
In 1997, John B. Lahourcade, then Chairman of the Board and a         
former CEO of Luby's stated, "A key ingredient of our profitability             
and success is the experience of our managers. ... With our incentive           
compensation system, our managers have always been our 'partners,' and          
we will strive to provide them with the greatest opportunity for                
success." (Letter to Our Shareholders, 6/12/97)                                 
In 1998, the compensation plan was adjusted on three (3)              
occasions with the result that the former "60/40" compensation plan no          
longer exists and that Unit Manager compensation was substantially              
reduced. Prior to the adjustment, Unit Management divided 40% of the            
Unit's net profits, with a base salary of approximately $4,000 for the          
Manager and approximately $3,000 for the Assistant Manager.  Luby's             
was to be reimbursed for any difference between base salary payments            
and the compensation formula calculations from the Unit's future                
performance.  The new system based compensation upon several                    
variables, e.g. customer count, sales ratios, with Managers' base               
salary, subject to a draw, of approximately $5,400 per month.  As an            
example of the impact of the change, the compensation of top managers           
was reduced by 40% to 50%.                                                      
"But the two moves that most enraged store managers and caused        
many to leave were its decision to outsource ... and restructuring              
management compensation." (HC, 10/28/00) "Over the past 12 months, 15           
percent of the company's top managers have resigned, Daviss said."              
(SAEN, 10/27/00)                                                                
The Committee advocates a return to an effective incentive            
compensation program at the Unit level.                                         

(5) Questionable Market Testing of "Bundled Meals"            

The Committee believes in the general concept of "change";            
however, it should only be done after adequate testing and the                  
demonstration of positive financial results.  The Committee believes            
that Luby's, during the past three (3) years, has implemented                   
significant changes and significant financial performance declines              
have followed. (See, sub-section (1), above.)  The roll out of the              
"new marketing strategy" associated with "bundled meals" was one of             
those significant changes.                                                      
The Luby's News Release dated May 23, 2000 states, "Parker ...        
today announced a new strategy designed to increase same-store sales.           
The program focuses on new bundled meals .... Parker added, 'Based on           
customer feedback, we are optimistic about the ability of this new              
strategy to drive sales. ... Luby's WILL roll out the new program in            
almost 60 restaurants initially, ...." (Emphasis added.)  In The                
Luby's Letter to Our Shareholders dated June 12, 2000, Mr. Parker               
stated, "The new program WILL BE rolled out to approximately 70                 
restaurants by the end of June, ..." (Emphasis added.)  The Luby's              
News Release dated July 21, 2000 states, "Parker added,  ... By the             
end of July, we will have COMPLETED the roll out of our new bundled             
meal offerings to ALL of our major markets.' ... The San Antonio                
company operates 231 Luby's restaurants ..." (Emphasis added.)  The             
Luby's News Release dated August 18, 2000 states, "During July the              
company AGGRESSIVELY rolled out the new marketing strategy to all               
major markets, ....  It is, however, early in the new campaign,                 
and the ultimate financial impact is still UNCERTAIN.  According to             
Parker, 'Most of our markets have had this offering for just a few              
weeks. ...'" (Emphasis added.)                                                  
One can reasonably argue that Mr. Parker did, at the least, cause     
insufficient testing of the "new marketing strategy" before                     
implementing an aggressive system-wide roll out of the new program.             
The decision for the aggressive roll out to all major markets was made          
approximately 21 days after a roll out to 60 Units was completed.               
Also, the financial impact was best described as "uncertain" at the             
time the ultimate roll out decision had been made.                              
The Committee believes that the BOD should implement measures to      
ensure that there is adequate testing of proposed future changes and            
that major changes are not implemented when the chance of success can           
only be described as "uncertain."                                               

(6)  Management and Vendor Turnover                         

"Luby's, once a solid financial performer, has struggled in           
recent years with ... internal turmoil." (SAEN, 10/27/00)  "Some store          
managers of the San Antonio-based cafeteria chain have left the                 
company in the past several years following changes imposed by senior           
management."  (SAEN, 9/21/00) "Over the past 12 months, 15 percent of           
the company's top managers have resigned, Daviss said." (SAEN,                  
10/27/00)  The past Annual Reports to Shareholders have identified              
Area Vice Presidents of Luby's.  Since the August 31, 1997, 6 of the            
then 19 listed are no longer employed by Luby's.                                
"Managers chafed under increasing directives from corporate           
headquarters that seemed to have no connection with store-level                 
reality. .... The company that kept managers for decades by giving              
them freedom and paying them well had become one that sent rules down           
from above and brooked no argument." (HC, 10/28/00)                             
"Anderson Advertising announced that it was giving up the Luby's      
account that it had held for about 20 years. .... Also, on Tuesday,             
Luby's announced that Bob Burke, senior vice president of marketing,            
has resigned.  His resignation 'is really coincidental,' Bishop said."          
(SAEN, 5/24/00)                                                                 
In or about March 2000, Luby's commenced the employment of a Vice     
President, General Counsel and Secretary.  In October 2000, she                 
tendered her resignation.  Also, in October 2000, Ms. Laura Bishop,             
Senior Vice President - Chief Financial Officer, and Ms. Sue Elliott,           
Senior Vice President - Human Resources, resigned. "'They were not              
asked to leave,' Daviss said of Bishop and Elliott." (SAEN, 10/27/00)           
Earlier, in 2000, the Vice President - Equipment, and Vice President -          
Construction and Design resigned.                                               
The Committee advocates effective/impartial exit-interviews of        
former management employees and/or inquiries of former long time                
vendors to learn the cause(s) of the separations so that, if found              
necessary, appropriate remedies may be implemented.                             

(7)  Non-Responsive to Shareholder Inquiry                  

Luby's has paid legal fees to the law firm of Cauthorn Hale           
Hornberger Fuller Sheehan & Becker ("Cauthorn Firm"), of which James            
R. Hale, former Secretary of Luby's, is a member.  The legal fees were          
as follows: 1999 ($475,000), 1998 ($416,000), 1997 ($584,000), 1996             
($563,000), 1995 ($439,000).                                                    
For five (5) years, Luby's paid legal fees to the Cauthorn firm       
which averaged $41,284 per month.                                               
On March 24, 2000, Mr. Greenberg wrote to Mr. Daviss, Chairman of     
the Board, asking: (1) if and when Luby's last conducted an audit of            
the aforesaid legal fees; and, (2) when Luby's last "shopped the                
market" with respect to the cost of legal services being provided.  On          
March 27, 2000, Mr. Daviss forwarded a non-responsive reply.  On March          
31, 2000, Mr. Greenberg forwarded the aforesaid correspondence to the           
then General Counsel of Luby's.  The General Counsel did not respond.           
On June 1, 2000, Mr. Greenberg, again, wrote to the General Counsel             
reminding her of the prior inquiries.  Again, the General Counsel did           
not respond.                                                                    
The Nominees, if elected to the BOD, would advocate that Luby's       
be responsive to Shareholder inquiries.                                         

B.   Certain Relationships And Related Transactions                   

A conflict of interest occurs when one is required to be loyal to     
two masters at the same time where the interests of the masters oppose          
one another.  There are situations at Luby's where conflicts of                 
interest might occur.                                                           

(1)  Legal Fees                                             

The Bylaws of Luby's, states, in part, "He (Secretary) shall ...      
perform such other duties as may be prescribed by the Board of                  
Directors or the President."                                                    
In the opinion of the Committee, if requested to render legal         
advice, it is the duty of the Corporate Secretary of Luby's to render           
unbiased legal advice to the BOD.  Potentially, that advice could deal          
with the relationship between the BOD and Management. Over a period of          
years, Management has paid the law firm of which the Corporate                  
Secretary is a member, on average, more than $40,000 per month.                 
The Nominees, if elected to the BOD, would advocate that, in          
order to avoid potential conflicts of interest, any person serving as           
Corporate Secretary not, also, directly or indirectly receive                   
compensation from Management.                                                   

(2)  Consulting Fees                                        

Since at least 1996, Luby's has employed a Director (former           
officer of Luby's) as a "consultant" and paid that Director $7,083 per          
month.  His original contract is to expire in 2001.  Prior to January           
1998, another Director and previous officer of Luby's received                  
"consulting fees" of $10,417 per month.                                         
The Nominees, if elected to the BOD, would advocate that, in          
order to avoid potential conflicts of interest, any person serving as           
a Director not, also, receive compensation from Management.                     

C.   Management Bonus Compensation                                    

The Committee believes that Management should be fairly               
compensated and awarded bonus compensation only when it produces                
financial results which exceed the prior year's performance and meet            
or exceed objective criteria specified by the BOD.  See, Shareholder            
Proposals, Restriction on Cash Bonus Plan Proposal, below.                      
Under the Cash Bonus Plans, Mr. Parker received $93,500 (1999)        
and $132,000 (1998) while other participants in the Plans received              
lesser amounts. At the same time, Mr. Parker and the BOD implemented a          
series of compensation reductions for Unit Managers and the market              
price of Luby's stock was declining.                                            

D.   Possible Corporate Cost Savings                                  

(1)  Architectural Design Fees                              

As of June 4, 2000, according to the Press Releases posted on the     
Luby's Internet web-site, there had been thirteen (13) new openings             
with an additional 96,968 square feet of facilities with 2,724 more             
seats.  The new Units, large and small, are very similar in design.             
However, Luby's employed four (4) different architectural firms to              
design the five (5) Community sized facilities and employed four (4)            
different architectural firms to design the eight (8) full sized                
Units.  A total of five (5) different architectural firms were                  
involved.                                                                       
The Nominees, if elected to the BOD, would advocate the               
concentration of sources from which architectural design services are           
purchased.                                                                      

(2)  CEO Base Salary Increases                              

On September 15, 1997, Luby's and Mr. Parker entered into an          
Employment Agreement whereby he agreed to perform services and Luby's           
agreed to pay him a "minimum base salary of $360,000 per year."  The            
Employment Agreement states,"Your base salary will be reviewed                  
annually and will be subject to increase from time to time at the               
discretion of the Board of Directors ..."   On January 8, 1999, Luby's          
and Mr. Parker entered into an amendment to the Employment Agreement            
which states, "Pursuant to the authorization by the BOD ... to                  
increase your minimum base salary to $390,000 per year."  Pursuant to           
the terms of the amendment, Mr. Parker did not incur any additional             
obligation.  On October 15, 1999, less than one year after his prior            
Base Salary increase, Luby's and Mr. Parker enter into another                  
amendment to the Employment Agreement which states, "Pursuant to                
authorization by the BOD ... to increase your minimum base salary to            
$405,000 per year."  Pursuant to the terms of the amendment, Mr.                
Parker did not incur any additional obligation.  Luby's explained the           
salary increases as being "based upon his performance." (Luby's Proxy           
Statement, 12/1/99)                                                             
The Nominees, if elected to the BOD, would advocate that Luby's       
not enter employment agreements permitting discretionary Base Salary            
increases and not grant such increases.                                         

E.   BOD Meeting Agendas                                              

The procedures for permitting BOD members to place items for          
discussion on the agendas of their meetings are set forth in the                
Corporate Governance Guidelines of Luby's ("Guidelines").  The CEO and          
the Chairman of the Board, in effect, had been given the authority to           
control the issues upon which the Directors might deliberate.  Item             
No. 18 of the Guidelines stated, "Board Agenda.  The CEO in                     
conjunction with the COB ... will establish and publish an agenda for           
each meeting of the Board.  Board members may SUGGEST items for                 
inclusion on the agenda and, SUBJECT TO the authority of the COB AND            
the will of the majority, may raise for discussion at any Board                 
meeting subjects not on the agenda."  (Emphasis added.)  Luby's claims          
to have partially amended the Guideline to eliminate the restriction            
for making suggestions of topics during the actual BOD meetings.                
However, pursuant to the amended Guideline, no member of the BOD has            
been assured the unfettered right to place any item for discussion on           
the pre-meeting published agenda. Only the CEO and COB "establish and           
publish" the agenda.  Whether or not an item, not appearing on the              
pre-meeting agenda, was discussed at a BOD meeting had been "subject            
to the authority of the COB."  Thus, pursuant to the pre-amended                
Guideline, no member of the BOD had been assured of an unfettered               
right to have his/her ideas discussed at a BOD meeting.  Even with the          
amendment, no member of the BOD has been assured of an unfettered               
right to have his/her ideas placed upon the pre-meeting published               
agenda.                                                                         
The Committee believes that the Guidelines should be amended to       
assure each Director an unfettered right to cause subjects he/she               
wishes discussed to be placed upon the published BOD pre-meeting                
agenda and discussed.  See, Shareholder Proposals, Corporate Guideline          
Meeting Agenda Proposal, below.                                                 

F.   Nominees' Specific Proposed Ideas                                

The following, not in order of significance, is a list of some        
ideas which the Nominees would advocate in an attempt to improve                
product/service, reputation, employee relations and profits at Luby's.          
They would:                                                                     
(1)  encourage the free flow of information among employees,          
former employees, Shareholders, customers and fellow Directors as to            
concerns about Luby's, including, but not limited to a customer                 
cost-free hotline to obtain and utilize customer opinions and                   
suggestions and impartial exit interviews of former employees and               
long-term vendors.                                                              
(2)  solicit proposals (with specific reasoning) from Unit            
Managers as to means to change Luby's for the better.  (The Nominees            
anticipate that suggestions will deal with issues related to                    
"made-from-scratch" and revival of a system of Unit Manager incentive           
compensation.)                                                                  
(3)  at BOD meetings, advocate the implementation of promising        
proposals obtained from Unit Managers and others.                               
(4)  require Management to conduct adequate tests before              
implementing strategic roll outs to ensure that profits are likely to           
derive from changes, require Management to provide detailed                     
information as to the results of changes and, if the results are not            
satisfactory, advocate a cessation of the respective changes.                   
(5)  advocate that, through individual Director efforts and/or        
through use of personnel of Luby's, a proactive approach be undertaken          
to determine whether situations of potential material cost savings              
exist within Luby's and, if such is determined to exist, advocate that          
efforts be undertaken to capture the potential savings.                         
(6)  encourage accountability of Management by advocating             
compensation based upon production of positive financial results.               
(7)  advocate Director active participation and accountability.       

The Committee believes that, through implementing such proposed       
ideas, operating profits would increase and, hopefully, stock price             
appreciation would follow. However, no assurance can be given by the            
Committee that its Nominees, if elected, will be successful in                  
achieving those results.                                                        

ADDITIONAL INFORMATION                

The Committee has prepared portions of this Proxy Statement based     
upon publicly available information on Luby's and assumes no                    
responsibility for the accuracy or completeness of any such                     
information contained therein.  Consent of the respective authors has           
not been obtained to use their publication(s) as proxy solicitation             
materials.                                                                      
The information concerning the Nominees has been furnished by the     
respective Nominees.                                                            

CONCLUSION              

In the Committee's opinion, the above described history does NOT      
suggest that Luby's is a well-managed company whose affairs are                 
overseen by a capable BOD.  The Committee believes that the current             
problems justify the step of electing independent Directors --- those           
not beholding to Luby's or incumbent BOD members for their selection.           
Currently, one Director of Luby's is an executive officer.  Luby's              
needs Directors who can be relied upon to exercise the sort of                  
effective oversight that is required to adequately protect the                  
interests of the Shareholders.                                                  
Shareholders need independent members on the BOD who, as              
Shareholders' advocates, will ask and demand answers to the "tough              
questions" and are willing to make independent inquiries.                       
Allow Mrs. Freeman and Messrs. Greenberg and Palmer to be your        
advocates as independent members of the BOD.  Vote your proxy for               
these candidates.                                                               

SHAREHOLDER PROPOSALS   

A.   DECLASSIFIED BOARD PROPOSAL (ITEM 2)                             

The Committee seeks your support for the following Shareholder        
Proposal, which has been submitted by Mr. Greenberg to Luby's for               
inclusion in its proxy materials:                                               
"RESOLVED, the Shareholders of Luby's, Inc. request that              
the Board of Directors take the necessary steps to                    
declassify the elections of Directors by providing that               
at future Board elections new Directors be elected annually           
and not by classes as is now provided.  The declassification          
shall be phased in so that it does not affect the unexpired           
terms of Directors previously elected."                               

Adoption of the proposal would permit Shareholders, as owners of      
Luby's, to express their sentiment with respect to the performance of           
each Director on an annual basis.                                               
BOD adoption of this proposal would repeal one of Luby's anti-        
takeover measures   a classified/staggered board.  The Committee notes          
that the existence of a classified/staggered board would make it more           
difficult for a third party to acquire control of Luby's due to time            
delays required by more than one election to elect a majority of the            
BOD members.  The existence of a classified/staggered board could have          
a material adverse effect on the premium that potential acquirers               
might be willing to pay in an acquisition or that investors might be            
willing to pay in the future for the Common Stock.  Also, there is no           
assurance that elimination of the classified/staggered BOD would                
produce greater management incentive or improve operating                       
results.  Moreover, even if all Directors were to be elected                    
annually, Luby's has adopted pursuant to Delaware law an anti-takeover          
"rights agreement." (See, Item 5, below, for discussion of "rights              
agreement.")  Some opponents of declassification proposals argue that           
adoption of this proposal could make the removal of management and              
assumption of control by a principal shareholder easier even if such            
removal would be generally detrimental to shareholders.  They also              
argue that annual change in BOD members could cause a sudden shift in           
corporate policy and could contribute to the instability of Luby's              
corporate governance.  The Committee believes that the                          
Shareholders, on an annual basis, should be entitled to assess                  
those factors and vote upon the election of all Directors.                      
You are urged to vote IN FAVOR of the proposal.                       

B.   RESTRICTION ON CASH INCENTIVE BONUS PLAN PROPOSAL (ITEM 3)       

The Committee seeks your support for the following Shareholder        
Proposal, which has been submitted by Mrs. Greenberg to Luby's for              
inclusion in its proxy materials:                                               
"RESOLVED, the Shareholders of Luby's, Inc. request that the          
Board of Directors take the necessary steps to cause conditions       
to be added to the terms of Cash Investment (sic) Bonus Plans so      
that no bonus payment will be paid to the Chief Executive             
Officer from those plans for a fiscal year if either                  
(1) the Earnings Per Share; or, (2) the Total Sales; or, (3) the      
year-end market price of common stock of Luby's, Inc. do/does         
not exceed those respective amounts of the prior fiscal year."        

You are urged to vote IN FAVOR of the proposal.                       

C.   CORPORATE GUIDELINE MEETING AGENDA PROPOSAL (ITEM 4)             

The Committee seeks your support for the following Shareholder        
Proposal, which has been submitted by a person who is neither a member          
of the Committee nor a Nominee to Luby's for inclusion in its proxy             
materials:                                                                      
"RESOLVED, the Shareholders of Luby's, Inc. request that              
the Board of Directors take the necessary steps to allow              
each member of the Board of Directors an unfettered right             
to establish items for inclusion on the agenda for each               
meeting of the Board of Directors."                                   

You are urged to vote IN FAVOR of this proposal. (See, "BOD           
Meeting Agendas," above.)                                                       

D.   REMOVAL OF ANTI-TAKEOVER DEFENSES PROPOSAL (ITEM 5)              

The Committee seeks your support for the following Shareholder        
Proposal, which has been submitted by Anna M. Apanel, a person who is           
neither a member of the Committee nor a Nominee and not affiliated or           
associated with any of the participants or Nominees, to Luby's for              
inclusion in its proxy materials:                                               
"RESOLVED, the Shareholders of Luby's, Inc. request                   
that the Board of Directors take the necessary steps to               
remove all anti-takeover provisions."                                 

Anti-takeover defenses have the effect of making it more              
difficult for a third party to acquire, or of discouraging a third              
party from attempting to acquire control of a company.                          
This proposal appears to encompass the "declassified board"           
proposal, above, of Mr. Greenberg.                                              
If the proposal passes and is implemented, then the "rights           
agreement" would not be in place.  A "rights agreement" is designed             
to strengthen the ability of the BOD to negotiate with hostile                  
bidders to ensure that the highest premium available be paid to                 
Shareholders.  It may also serve to discourage coercive offers or               
may enable the BOD to seek alternative offers for Shareholders.                 
However, such a plan could be used to block an offer which                      
Shareholders would find attractive or it might be used for an                   
undesirable purpose, such as making the removal of the BOD or                   
Management more difficult, even if such removal would be                        
beneficial to Shareholders generally, and limit Shareholder                     
participation in certain actions such as merger or tender offers                
whether or not such transactions are favored by incumbent BOD.                  
The Committee believes that elimination of the anti-takeover          
defenses would give Shareholders an improved opportunity to                     
determine for themselves how to respond to any offer, solicited                 
or unsolicited, that might be made.  The Committee believes that                
disclosure and substantive requirements of federal securities law               
provide the Shareholders and Luby's adequate protection against                 
                unfair or coercive offers.
You are urged to vote IN FAVOR of this proposal.                      

Each of the aforesaid Shareholder Proposals is advisory and will      
not be implemented without the approval of the BOD and some may                 
require further Shareholder approval. Some, e.g. anti-takeover                  
provisions contained in the Certificate of Incorporation, would                 
require re-submission for a Shareholder vote and a favorable vote of            
at least 80% of the then outstanding shares of voting stock.  While             
not binding on the BOD, the Committee believes that the adoption of             
the proposals, or any of them, would send a clear message to the BOD            
as to shareholder sentiment on the respective issues.                           

INFORMATION CONCERNING THE COMMITTEE                

The Committee is composed of: Mr. Greenberg and Mr. Palmer.  They     
may be deemed participants in this solicitation, and they collectively          
hold approximately 0.044% of the Common Stock of Luby's.                        

SHARES OWNED BY NOMINEES                

The table below shows the amount of Common Stock beneficially         
owned by the Nominees.                                                          
Name and Address                 Amount and      Percent              
              Nature          of
                 of Beneficial   Class
     Ownership

Elisse Jones Freeman (1)          53,562          0.240%              
Herbert Leslie Greenberg (2)       5,800          0.025%              
Thomas C. Palmer (3)               4,000          0.018%              

(1) Business address: P. O. Box 1231, Lewisville, Texas  75067. (2)             
Business address: P. O. Box 5445, Culver City, CA 90231.  Mr.                   
Greenberg and Mrs. Greenberg own 1,000 shares as community property.            
Mr. Greenberg owns 4,800 shares within his retirement plan. (3)                 
Business address: P.O. Box 6983, Tyler, Texas 75711.                            
The following table shows the purchases and sales of Luby's           
Common Stock by the retirement plan of Mr. Greenberg within the past            
two years.                                                                      
Number of Shares                Purchase Date     Sale Date           
400                       12/3/98                     
400                       2/12/99                     
1,000                      12/22/99                       
300                      10/16/00                     

Except as described above, none of the Nominees has purchased or sold           
securities of Luby's within the past two years.                                 

VOTING PROCEDURES                 

The proxy statement and proxy card of Luby's include the              
Shareholder Proposals, but NOT the names of Mrs. Freeman and Messrs.            
Greenberg and Palmer, our nominees for Director.                                
Even if you have already returned a proxy to Luby's by using the      
proxy card of Luby's, you still can cast your vote for our Nominees,            
or any of them, and for the Shareholder Proposals, or any of them, by           
returning the enclosed BLUE proxy card.  (See the discussion of                 
"Revocation Rights," below.)                                                    
The presence, in person or by proxy, of the holders of shares of      
Common Stock entitled to cast a majority of the votes entitled to be            
cast at the Annual Meeting is required to constitute a quorum for the           
transaction of business at the Annual Meeting. Under applicable                 
Delaware law, abstentions and broker non-votes (i.e., shares held in            
street name as to which the broker, bank or other nominee has no                
discretionary power to vote on a particular matter, has received no             
instructions from the persons entitled to vote such shares and has              
appropriately advised the Company that it lacks voting authority) are           
counted for purposes of determining the presence or absence of a                
quorum for the transaction of business.  A plurality of the votes               
present, in person or by proxy, is necessary for the election of                
directors.  With regard to the election of directors, votes may be              
cast in favor or withheld; votes that are withheld or broker non-votes          
will be excluded entirely from the vote and will have no effect on the          
outcome.  Abstentions may not be specified in the election of                   
directors.  A stockholder may, with respect to each other matter                
specified in the notice of the meeting (i) vote "FOR," (ii) vote                
"AGAINST" or (iii) "ABSTAIN" from voting.  An affirmative vote of a             
majority of the shares present in person or by proxy and entitled to            
vote at the annual meeting is required for approval of the other                
matters presented.  Shares represented by proxies that are marked               
"ABSTAIN" on such matters and proxies relating to broker non-votes              
will be counted as shares present for purposes of determining the               
presence of a quorum and for voting purposes, thus an abstention would          
have the same effect as a vote against a proposal.  The Shareholder             
Proposals are advisory in nature and cannot be implemented without              
approval of the BOD.                                                            
The accompanying BLUE proxy card will be voted at the Annual          
Meeting in accordance with your instructions on the card. You may vote          
FOR the election of Mrs. Freeman and Messrs. Greenberg or Palmer or             
all of them as Directors, or you may withhold authority to vote for             
the election of any or all of them by marking the proper box or boxes           
on the BLUE proxy card.  It will not be possible to vote on the                 
election of any nominee of Luby's, who has been nominated by its BOD            
to serve as a Director, by using the BLUE proxy card.                           
Unless otherwise directed on the enclosed BLUE proxy card, as         
more fully described below, the Committee will vote FOR Mrs. Freeman,           
FOR Mr. Greenberg and FOR Mr. Palmer to serve as the Directors (Item            
1); will also vote FOR the Declassified Board Proposal (Item 2), FOR            
Restriction on Cash Incentive Bonus Plan Proposal (Item 3), FOR                 
Corporate Guideline Meeting Agenda Proposal(Item 4), and FOR Removal            
of Anti-Takeover Defenses Proposal(Item 5) described herein.  We will           
vote against any and all proposals of Luby's to enhance the                     
compensation of its senior officers and/or Directors.                           
IF NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A             
DIRECTION TO VOTE THE SHARES REPRESENTED BY THE BLUE PROXY CARD FOR             
THE ELECTION OF MRS. FREEMAN AND MESSRS. GREENBERG AND PALMER AS                
DIRECTORS (ITEM 1), AS WELL AS FOR THE DECLASSIFIED BOARD PROPOSAL              
(ITEM 2), FOR RESTRICTION ON CASH BONUS INCENTIVE PROPOSAL(ITEM 3),             
FOR CHANGE OF CORPORATE GUIDELINES MEETING AGENDA PROPOSAL (ITEM 4)             
AND FOR REMOVAL OF ANTI-TAKEOVER DEFENSES PROPOSAL (ITEM 5), PROVIDED           
THAT YOU HAVE SIGNED AND DATED THE PROXY CARD.                                  

REVOCATION RIGHTS               

You may revoke a proxy vote any time before the tally by: (1)         
executing a later proxy card; (2) appearing at the meeting to vote;             
or, (3) delivering to the proxy holder or the Secretary of Luby's               
written notice of revocation prior to the date of the Annual Meeting.           
The Secretary of Luby's is Mr. Drew R. Fuller, Jr., and the offices of          
Luby's are located at 2211 Northeast Loop 410, San Antonio, Texas               
78217-4673, telephone (210) 654-9000.  If you execute a later proxy             
card or deliver to the proxy holder or the Secretary of Luby's written          
notice of revocation prior to the date of the Annual Meeting, you               
would not also need to vote at the Annual Meeting in order to revoke a          
previously granted proxy.                                                       
The Committee will keep the content of all proxy cards it             
receives confidential from everyone except those working directly with          
it and its staff until the Annual Meeting, at which time the proxy              
cards must be presented to the inspectors of election in order to be            
counted.                                                                        

SOLICITATION              

The persons who may be considered participants in this                
solicitation are: Mrs. Freeman; Mr. and Mrs. Greenberg; Mr. Tommy H.            
Griggs who resides at 15 Westelm Circle, San Antonio, Texas 75230 and           
owns 300,00 shares of Luby's common stock; and Mr. and Mrs. Palmer.             
None of the persons who may be considered "participants" has any      
arrangement or understanding with any person with respect to (1) any            
future employment with Luby's or (2) any future transaction to which            
Luby's or any of its affiliates may be a party.  To the best of the             
knowledge of the participants, none has been, within the past year, a           
party to any contract, arrangement or understanding with any person             
with respect to any securities of Luby's.                                       
The participants intend to vote their shares of Common Stock in       
accordance with the recommendations as to Director nominees of the              
Committee as set forth herein.                                                  
Proxies will be sought by mail, courier service, advertising,         
telecopier, Internet, telephone and/or personal interview.  The                 
Committee may request that brokers, nominees, fiduciaries and other             
custodians forward soliciting material to the beneficial owners of              
shares and reimburse those intermediaries for their expenses.  The              
Committee and the aforesaid participants will bear the costs of this            
solicitation.  Although no precise estimate can be made at the present          
time, those costs are expected to be approximately $25,000 and to date          
the Committee has expended approximately $2,500.  The Committee and             
the aforesaid participants will seek reimbursement from Luby's for the          
costs of the solicitation.  Such issue will not be submitted to a vote          
of the Shareholders.                                                            

SHAREHOLDER PROPOSALS FOR 2002 MEETING              

Proposals that shareholders intend to present at the 2002 annual      
meeting of stockholders (other than those submitted for inclusion in            
proxy materials of Luby's pursuant to Rule 14a-8 of the Proxy Rules of          
the Securities and Exchange Commission) must be received in writing by          
Luby's no later than October 15, 2001 to be presented at the meeting.           
Proposals from shareholders owning over $2,000 in stock for more than           
one year that are submitted under Rule 14a-8 for inclusion in the               
proxy materials of Luby's must be received in writing by Luby's no              
later than August 2, 2001.  Any such stockholder proposals must be              
sent to the Secretary of Luby's at its executive offices at 2211                
Northeast Loop 410, San Antonio, Texas 78217-4673.                              

PLEASE VOTE FOR MRS. FREEMAN AND MESSRS. GREENBERG AND PALMER,        
AND IN FAVOR OF ALL SHAREHOLDER PROPOSALS.                                      

Sincerely,                                                                      

THE COMMITTEE OF CONCERNED LUBY'S SHAREHOLDERS                                  

By: HERBERT LESLIE ("LES")GREENBERG                                             
HERBERT LESLIE ("LES")GREENBERG                                         

PRRN14A
Last “Page” of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd
=== PRELIMINARY COPY ===                
(BLUE PROXY CARD)                 

PROXY                 
LUBY'S, INC.                
2001 ANNUAL MEETING OF SHAREHOLDERS                 

THIS PROXY IS SOLICITED BY                
THE COMMITTEE OF CONCERNED LUBY'S SHAREHOLDERS                
FOR USE AT THE ANNUAL MEETING OF                
SHAREHOLDERS TO BE HELD ON JANUARY 12, 2001                 
AND AT ANY ADJOURNMENT THEREOF.                 

By signing this proxy, you revoke all prior proxies and appoint                 
Herbert Leslie ("Les") Greenberg, Paulette D. Greenberg and Thomas C.           
Palmer, and each of them, as Proxies, each with full power of                   
substitution, to vote, as designated on the reverse side, at the                
Annual Meeting of Shareholders of Luby's, Inc. to be held on January            
12, 2001, and at any adjournment thereof, all shares of the Common              
Stock of Luby's, Inc. registered in your name at the close of business          
on November 27, 2000.                                                           

This proxy when properly executed will be voted as specified on the             
reverse side, but, if no direction is given, this proxy will be voted           
FOR Elisse Jones Freeman, Herbert Leslie ("Les") Greenberg and Thomas           
C. Palmer, FOR Item 2, FOR Item 3, FOR Item 4, and FOR Item 5.                  
Shareholder Proposals are advisory and will not be implemented without          
Board of Director approval.  Notwithstanding the foregoing, if this             
proxy is to be voted for any nominee and such nominee is unwilling or           
unable to serve, this proxy will be voted for a substitute in the               
discretion of the Proxies.  The Proxies are authorized to vote in               
their discretion upon such other matters as may properly come before            
the Annual Meeting or any adjournment, postponement or rescheduling             
thereof.  The Committee is not aware of any business other than as set          
forth in the Proxy Statement that will be presented at the Annual               
Meeting.                                                                        
(See reverse side for voting instructions.)                 

THE COMMITTEE OF CONCERNED LUBY'S SHAREHOLDERS                
P. O. Box 6983                
Tyler, Texas 75711                
(800) 657-2286                
Fax Nos. (903) 581-4000 or (903) 534-0613                 
E-mail: LubysShareholders@att.net                 

(BLUE PROXY CARD)                 

The Committee of Concerned Luby's Shareholders ("Committee")                    
recommends a vote FOR Elisse Jones Freeman, Herbert Leslie ("Les")              
Greenberg and Thomas C. Palmer on Item 1, FOR Item 2, FOR Item 3, FOR           
Item 4 and FOR Item 5.                                                          

1.   Election of Directors:                                                     

Elisse Jones Freeman                                                  
[ ] FOR      [ ] AGAINST      [ ] WITHHELD                            
Herbert Leslie ("Les") Greenberg                                      
[ ] FOR      [ ] AGAINST      [ ] WITHHELD                            
Thomas C. Palmer                                                      
[ ] FOR      [ ] AGAINST      [ ] WITHHELD                            

2.   Shareholder proposal, by Herbert Leslie Greenberg, a member of             
the Committee and a Nominee, to amend By-Laws to eliminate            
staggered terms of office for and conduct annual elections of         
all members of the Board of Directors.                                
[ ] FOR      [ ] AGAINST      [ ] ABSTAIN                             

3.   Shareholder proposal, by Paulette D. Greenberg, to withhold                
executive officer cash bonuses unless financial status of             
Luby's improves from year to year.                                    
[ ] FOR      [ ] AGAINST      [ ] ABSTAIN                             

4.   Shareholder proposal to amend Corporate Guidelines so that                 
each Director has the right to place items for discussion on          
agenda at meetings of the Board of Directors without                  
permission of Chairman of the Board.                                  
[ ] FOR      [ ] AGAINST      [ ] ABSTAIN                             

5.   Shareholder proposal to remove all anti-takeover defenses.                 
[ ] FOR      [ ] AGAINST      [ ] ABSTAIN                             

6.   In their discretion, the Proxies are authorized to vote upon such          
other business as may properly come before the Annual Meeting.        
The Committee is not aware of any business other than as set          
forth in the Proxy Statement that will be presented at the            
Annual Meeting.                                                       

This proxy, when properly executed, will be voted in the manner                 
directed herein by the undersigned shareholder.  If no direction is             
made, this proxy will be voted FOR Elisse Jones Freeman, Herbert                
Leslie ("Les")Greenberg and Thomas C. Palmer (Item 1), and FOR                  
Shareholder Proposals 2, 3, 4 and 5.                                            

The undersigned revokes any prior proxies to vote the shares covered            
by this Proxy.                                                                  

DATED: ______, 200_                                                   

_____________________________       _______________________________             
(PLEASE PRINT YOUR NAME)            (PLEASE PRINT YOUR NAME)                    

_____________________________       _______________________________             
Signatures                          (Signature, if held jointly)                
                       _______________________________
Title   
Jointly owned shares will be voted as directed if one owner signs               
unless another owner instructs to the contrary, in which case the               
shares will not be voted.  Trustees, administrators, etc., should               
include title and authority.  Corporations and Partnerships should              
provide the full name of the entity and title of authorized person              
signing the proxy.                                                              

To vote in accordance with the recommendations of The Committee of              
Concerned Luby's Shareholders, just sign and date this proxy.  No               
boxes need be checked.                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRRN14A’ Filing		Date		First		Last			Other Filings
		10/15/01		2
		8/2/01		2
		1/12/01		2		3
		12/8/00		1		2			PREC14A
Filed on:		12/4/00
		11/27/00		2		3
		11/3/00		2					DEF 14A,  DEFA14A
		10/27/00		2
		10/1/00		1
		9/25/00		2
		9/23/00		1
		8/18/00		2
		7/21/00		2
		7/19/00		1
		6/12/00		2
		6/4/00		2
		6/1/00		2
		5/31/00		2					10-Q
		5/23/00		2
		3/31/00		2
		3/27/00		2
		3/24/00		2
		12/1/99		2
		10/15/99		2
		1/8/99		2					DEF 14A,  PRE 14A,  S-8
		10/3/97		1
		9/15/97		2
		8/31/97		2					10-K
									List all Filings