UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed
by
the Registrant ¨
Filed
by
a Party other than the Registrant x
Check
the
appropriate box:
¨ Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ Definitive
Proxy Statement
x Definitive
Additional Materials
¨ Soliciting
Material Under Rule 14a-12
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LUBY’S,
INC.
|
|
(Name
of Registrant as Specified in Its Charter)
|
|
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD.
PARCHE,
LLC
RCG
ENTERPRISE, LTD
RCG
STARBOARD ADVISORS, LLC
RAMIUS
CAPITAL GROUP, L.L.C.
C4S
& CO., L.L.C.
PETER
A. COHEN
MORGAN
B. STARK
JEFFREY
M. SOLOMON
THOMAS
W. STRAUSS
STEPHEN
FARRAR
WILLIAM
J. FOX
BRION
G. GRUBE
MATTHEW
Q. PANNEK
JEFFREY
C. SMITH
GAVIN
MOLINELLI
|
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
Payment
of Filing Fee (Check the appropriate box):
x No
fee required.
¨ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
|
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
¨ Fee
paid previously with preliminary materials:
¨ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount
previously paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
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.
CERTAIN
INFORMATION CONCERNING THE PARTICIPANTS
On
November 30, 2007, 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, made a definitive filing with the Securities
and Exchange Commission (“SEC”) of a proxy statement and an accompanying GOLD
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 DEFINITIVE PROXY
STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. THE DEFINITIVE
PROXY STATEMENT IS 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 DEFINITIVE 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 Enterprise,
Ltd, a Cayman Islands exempted company (“RCG Enterprise”), 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. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Stephen Farrar,
William J. Fox, Brion G. Grube, Matthew Q. Pannek, Jeffrey C. Smith and Gavin
Molinelli (the “Participants”).
As
of
December 13, 2007, Starboard beneficially owned 1,778,616 shares of Common
Stock
of the Company and Parche beneficially owned 338,784 shares of Common Stock
of
the Company. As the sole non-managing member of Parche and owner of all economic
interests therein, RCG Enterprise is deemed to beneficially own the 338,784
shares of Common Stock of the Company owned by Parche. As the investment manager
of Starboard and the managing member of Parche, RCG Starboard Advisors is deemed
to beneficially own the 1,778,616 shares of Common Stock of the Company owned
by
Starboard and the 338,784 shares of Common Stock of the Company owned by Parche.
As the sole member of RCG Starboard Advisors, Ramius Capital is deemed to
beneficially own the 1,778,616 shares of Common Stock of the Company owned
by
Starboard and the 338,784 shares of Common Stock of the Company owned by Parche.
As the managing member of Ramius Capital, C4S is deemed to beneficially own
the
1,778,616 shares of Common Stock of the Company owned by Starboard and the
338,784 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 is
deemed to beneficially own the 1,778,616 shares of Common Stock of the Company
owned by Starboard and the 338,784 shares of Common Stock of the Company owned
by Parche. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial
ownership of such shares of Common Stock of the Company except to the extent
of
their pecuniary interest therein. As members of a “group” for the purposes of
Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Messrs.
Farrar, Fox, Grube, Pannek, Smith and Molinelli are deemed to beneficially
own
the 1,778,616 shares of Common Stock of the Company owned by Starboard and
the
338,784 shares of Common Stock of the Company owned by Parche. Messrs. Farrar,
Fox, Grube, Pannek, Smith and Molinelli each disclaim beneficial ownership
of
shares of Common Stock of the Company that they do not directly
own.
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