UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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LUBY’S,
INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing proxy statement, if other than the Registrant)
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box):
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
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Proposed maximum aggregate value of transaction:
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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.
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Amount Previously Paid::
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LUBY’S INC. RETAINS JLL TO ASSIST IN
THE ORDERLY SALE OF ITS REAL ESTATE HOLDINGS
Key Component of the Company’s Objective
to Maximize Stockholder Value
HOUSTON, November 10, 2020 – Luby’s.
Inc. (“Luby’s” or the “Company”) (NYSE: LUB), announced that, at the initiation of the Special Committee
of the Board of Directors, the Company has retained JLL (NYSE: JLL) to assist it in the orderly sale of the Company’s real
estate holdings as part of its previously announced sale of operating divisions and assets, including real estate assets. The Company
currently operates 60 Luby’s Cafeteria restaurants and 24 Fuddruckers restaurants.
The Company has proposed a plan of liquidation
and dissolution (the “Plan”) to maximize stockholder value. Under the Plan, the sale of the Company’s assets
would be followed by payment of liabilities and subsequent distribution of net proceeds to the Company’s stockholders. Afterwards,
the Plan calls for the Company to be dissolved.
The Company previously filed with the SEC a
proxy statement regarding, among other things, the Company seeking approval of the Plan by stockholders. The Company has scheduled
a stockholders meeting to approve the Plan on November 17, 2020.
The Special Committee noted that the hiring
of JLL to assist the Company in marketing and selling its real estate holdings is the next logical step in executing the Plan and
to help facilitate obtaining the highest values on the best terms for the real estate holdings of the Company, all in an effort
to maximize stockholder value.
Important Additional Information filed with the SEC
The Company has filed with the U.S. Securities
and Exchange Commission (the “SEC”) a definitive proxy statement and a supplement thereto (together, the “Definitive
Proxy Statement”) and other relevant materials. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
AND THE OTHER RELEVANT MATERIALS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE PLAN. Stockholders may obtain a free copy of the Definitive Proxy Statement and the other
relevant materials, and any other documents filed by the company with the SEC, at the SEC’s web site at http://www.sec.gov.
A free copy of the Definitive Proxy Statement and other documents filed with the SEC by the Company may also be obtained by directing
a written request to: Luby’s, Inc., Investor Relations, 13111 Northwest Freeway, Suite 600, Houston, Texas 77040 or at http://www.lubysinc.com/investors/filings.
Stockholders are urged to read the proxy statement and the other relevant materials when they become available before making any
voting or investment decision with respect to the Plan.
Participants in the Solicitation
The Company and its directors and executive
officers are participants in the solicitation of proxies from the Company’s stockholders. Information about the participants
and any interests they have in the Plan are set forth in the Definitive Proxy Statement. Additional information regarding these
individuals may be found in the Company’s proxy statement for its 2020 annual meeting of stockholders, which was filed with
the SEC on December 30, 2019. These documents may be obtained free of charge at the SEC’s website at www.sec.gov. In addition,
stockholders may obtain free copies of the documents filed with the SEC by the Company by directing a written request to: Luby’s,
Inc., Investor Relations, 13111 Northwest Freeway, Suite 600, Houston, Texas 77040 or at http://www.lubysinc.com/investors/filings.
About Luby’s
Luby’s, Inc. (NYSE: LUB) operates two
core restaurant brands: Luby’s Cafeterias and Fuddruckers. Luby's is also the franchisor for the Fuddruckers restaurant brand.
In addition, through its Luby's Culinary Contract Services business segment, Luby's provides food service management to sites consisting
of healthcare, corporate dining locations, sports stadiums, and sales through retail grocery stores.
About JLL
JLL (NYSE: JLL) is a leading professional services
firm that specializes in real estate and investment management. JLL shapes the future of real estate for a better world by using
the most advanced technology to create rewarding opportunities, amazing spaces and sustainable real estate solutions for our clients,
our people and our communities. JLL is a Fortune 500 company with annual revenue of $18.0 billion in 2019, operations in over 80
countries and a global workforce of over 92,000 as of September 30, 2020. JLL is the brand name, and a registered trademark, of
Jones Lang LaSalle Incorporated. For further information, visit jll.com.
Forward Looking Statements
This press release contains statements that
are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of
historical fact, are “forward-looking statements” for purposes of these provisions, including the statements regarding
sales of assets, effects of the Plan, expected proceeds from the sale of assets, and expected proceeds to be distributed to stockholders.
Luby’s cautions readers that various
factors could cause its actual financial and operational results to differ materially from those indicated by forward-looking statements
made from time-to-time in news releases, reports, proxy statements, registration statements, and other written communications,
as well as oral statements made from time to time by representatives of Luby’s. The following factors, as well as any other
cautionary language included in this press release, provide examples of risks, uncertainties and events that may cause Luby’s
actual results to differ materially from the expectations Luby’s describes in such forward-looking statements: general business
and economic conditions; the effects of the COVID-19 pandemic; the impact of competition; our operating initiatives; fluctuations
in the costs of commodities, including beef, poultry, seafood, dairy, cheese and produce; increases in utility costs, including
the costs of natural gas and other energy supplies; changes in the availability and cost of labor; the seasonality of Luby’s
business; changes in governmental regulations, including changes in minimum wages; the effects of inflation; the availability of
credit; unfavorable publicity relating to operations, including publicity concerning food quality, illness or other health concerns
or labor relations; the continued service of key management personnel; and other risks and uncertainties disclosed in Luby’s
annual reports on Form 10-K and quarterly reports on Form 10-Q. Further information regarding the risks, uncertainties and other
factors relating the Plan, the expected net proceeds from the sale of assets, and expected proceeds to be distributed to stockholders,
are discussed under the section “Risk Factors” in the definitive proxy statement that has been filed with the SEC in
connection with the Plan.
For additional information contact:
Dennard Lascar Investor Relations
Rick Black / Ken Dennard
LUB@dennardlascar.com
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