dfan14a06297031_01092008.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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Material Under Rule 14a-12
|
|
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(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
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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 9,
2008, Starboard issued the following press release:
GLASS
LEWIS & CO SUPPORTS CHANGE TO LUBY’S BOARD OF
DIRECTORS
Believes
That the Pappases “Have Detrimentally Affected the Company” and “Have Acted in
Their Own Interests and Contrary to the Best Interests of the Company and its
Shareholders”
Report
Cites Numerous Current and Potential Conflicts of Interest Between the Pappases
and the Board of Directors
Believes
Luby’s Corporate Governance is Egregious and Calls For New and Better
Oversight
Supports
the Election of Ramius’ Independent Director Nominees Who are
Equipped with Restaurant Industry Experience and Unaffiliated with Either Luby’s
or Pappas Restaurants
Ramius
Urges Shareholders to Vote the GOLD Proxy Card ‘FOR’ Stephen Farrar, William J.
Fox, Brion Grube, and Matthew Pannek.
NEW
YORK – January 9, 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 Glass Lewis & Co, 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 and Brion Grube to the Board of Directors
of
Luby’s at its 2008 Annual Meeting of Shareholders, which is scheduled for
January 15, 2008.
Ramius
Partner Jeffrey C. Smith said: “We are very pleased that yet another independent
proxy advisory service has recommended that shareholders of Luby’s cast their
votes in favor of change on Luby’s board of directors. We are
particularly gratified that Glass Lewis, in line with the recommendation
recently issued by PROXY Governance Inc., another leading advisory service,
concluded that our nominees are highly qualified to serve on the Luby’s
Board.”
Mr.
Smith
added, “Given the numerous conflicts of interest and considerable corporate
governance concerns, we believe that voting for all of Ramius’ independent
nominees – Stephen Farrar, William J. Fox, Brion Grube and Matthew Pannek – is
the best way to ensure that Luby’s will be run for the benefit of all
shareholders.”
In
its
analysis, Glass Lewis noted:
“We
believe that the Messrs. Christopher and Harris Pappas, as CEO and COO of the
Company respectively, have detrimentally affected the Company. They
have acted in their own interests and contrary to the best interests of the
Company and its shareholders, culminating in the aforementioned amendment to
the
Company’s poison pill and the Pappas brothers’ disproportionate financial gain,
in comparison to shareholders, from their convertible notes.”
“Specifically,
Messrs. Christopher and Harris Pappas eventually converted all of their
convertible notes into common stock at a conversion price of $3.10, thereby
realizing a market value of $42.4 million compared to the original $10 million
investment.”
“We
are
also concerned that Messrs. Christopher and Harris Pappas not only serve as
executives of the Company, but also serve as CEO and president, respectively,
of
Pappas Restaurants, Inc, a privately owned restaurant company that is engaged
in
numerous business transactions with the Company.”
“We
question the need for the Company, through the leadership of Messrs. Christopher
and Harris Pappas, to engage in business relationships with Pappas Restaurants,
Inc. We view such relationships as potentially creating conflicts for
the Pappas brothers, as they may be forced to weigh their own interests in
relation to shareholder interests when making board decisions.”
“In
our
view, the Pappas brothers may make decisions in favor of their privately owned
restaurant at the expense of the Company and its shareholders.”
“Moreover,
we believe shareholders should be concerned that Messrs. Christopher and Harris
Pappas own an entity operating and potentially competing in the same industry
as
the Company.”
“Additionally,
we are troubled by the numerous ties between Pappas Restaurants, Inc. and other
directors and executives of the Company, which thereby exacerbate independence
concerns at the Company.”
“In
sum,
we find the Company’s corporate governance egregious enough to warrant new and
better oversight. Therefore, we believe that electing directors who
are equipped with restaurant industry experience and unaffiliated with either
the Company or the Pappas entities is essential.”
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
877-800-5185 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 8, 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