dfan14a06297031_01022008.htm
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. )
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by
the Registrant ¨
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by
a Party other than the Registrant x
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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
|
|
|
(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)
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On
November 30, 2007, 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, 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”).
Item
1: On January 2,
2008, Starboard issued the following press release:
PROXY
GOVERNANCE SUPPORTS CHANGE TO LUBY’S BOARD OF DIRECTORS
Proxy
Governance Recommends Voting on Ramius’ GOLD Proxy Card ‘FOR’ Stephen Farrar,
‘FOR’ Brion Grube, and ‘FOR’ Matthew Pannek
NEW
YORK – January 2, 2008 – 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 PROXY Governance, INC.,
a
leading independent voting advisory service, has recommended that shareholders
of Luby’s Inc. ("Luby’s" or the "Company") (NYSE: LUB) vote on Ramius' GOLD
proxy card to elect Stephen Farrar, Brion Grube, and Matthew Pannek to the
Board
of Directors (the “Board”) of Luby’s. Additionally, PROXY Governance
also recommended a vote ‘FOR’ a shareholder proposal to declassify the
Board. Luby’s 2008 Annual Meeting of Shareholders is scheduled for
January 15, 2008.
Ramius
Partner Jeffrey C. Smith said: “We are pleased that PROXY Governance supports
our belief that change is necessary at Luby’s. We are also pleased
with their thorough analysis and the soundness of their
conclusions.”
In
its
analysis, PROXY Governance noted:
“With regard
to the dissident slate, we believe each is qualified to serve on the Luby's
board. Both Farrar and Grube have extensive restaurant industry experience.
While much of this experience is in fast food, we note that it does include
other sectors from their Wendy's experience, including the "fast casual" sector
in which Luby's operates. With regard to their experience with Café Express and
Baja Fresh, we note that Grube was brought in to help the company deal with
its
bad investment in those companies; although neither company was a profitable
endeavor for Wendy's, we do not hold either Farrar or Grube responsible. We
also
believe that Pannek's experience at Fuddrucker's and Brinker International
would
be an asset to the Luby's board.”
“…
we
have concerns regarding the current board’s apparent unwillingness to address
governance concerns raised by a shareholder majority or to genuinely consider
strategic options raised by the dissident shareholder.”
“To
refuse to effect the shareholders' will while providing only the same generic
argument for continuity is, to us, evidence of an entrenched
board.”
”…
as
holders of the company's convertible debt and options, both with discounted
conversion/exercise prices, the Pappases have profited disproportionately [from
shareholders], having turned a $27 million investment into approximately $70
million in Luby's stock.”
“The
Pappas brothers' and other top management's substantial ties to the Pappas
Restaurants business presents cause for some concern. That the CEO and COO
have
top executive roles at another company raises a red flag; if that other company
is a large family business which operates in the same industry and geographical
space, the potential for conflict is too great to ignore. The time demands
for
running two large companies must inevitably become a factor.”
“The
management overlap also creates a potential for conflicting interests when
the
company does business with the Pappases… Although we would normally be inclined
to rely on the board's independent majority to police these areas of potential
conflict, we do believe that, as other evidence of the board's entrenchment
(in
its ideas, if not in its membership) emerges, it becomes more likely that
shareholders would benefit from additional directors who have no allegiance
to
the Pappases.”
“In
a
related issue, because so many of the current members of management have come
from the Pappas Restaurants business, the company's succession plan is somewhat
in doubt… If the Pappases were to sell their ownership interest and resign their
positions to refocus on their family business, the company would likely be
left
to look outside for new leadership, a risky and expensive
endeavor.”
“Many
restaurant chains (including Luby's, to some extent) lease their individual
restaurants. If the company's statement is true, it would appear to be an
admission that many Luby's restaurants would not be profitable but for the
fact
that they don't have to pay rent. If the true enterprise value of the company
is
not in the restaurant business, but in the underlying real estate, we believe
this only supports the dissident's position that the company should realize
that
value via a sale-leaseback process.”
“Finally,
we note that the dissident has over time clarified its position on the
sale-leaseback proposal, stating that it believes such transactions are not
always appropriate, but that only by a thorough review of the company's
properties would it determine which, if any, of the company's owned properties
are good candidates. We agree with the dissident that such a review would be
in
shareholders' interests, and we are not convinced from our discussions with
both
sides that the board has adequately addressed this issue.”
Ramius
strongly encourages Luby’s shareholders to sign, date, and return the GOLD proxy
card and vote ‘FOR’ Stephen Farrar, ‘FOR’ William Fox, ‘FOR’ Brion Grube, and
‘FOR’ Matthew Pannek.
Shareholders
who have questions, or need assistance in voting their shares, should call
Ramius' proxy solicitors, Innisfree M&A Incorporated, Toll-Free at
888-750-5834 or collect at 212-750-5833. For more information on how to vote,
as
well as other proxy materials, please visit
www.shareholdersforlubys.com
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
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
January 2, 2008, 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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Contact:
Media
& Stockholders:
Sard
Verbinnen & Co.
Dan
Gagnier or Renée Soto, 212-687-8080