dfan14a206297031_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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Proxy Statement
x Definitive
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¨ 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
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|
(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 9,
2008, Starboard issued the following press release:
ISS
GOVERNANCE SERVICES RECOGNIZES SIGNIFICANT ISSUES AT LUBY’S AND SUPPORTS CHANGE
TO THE BOARD OF DIRECTORS
Cites
Concern Over The Board’s Decision To Approve Transactions With The Pappases and
Its Inability to Separate The Pappases’ Interests From The Interests of
Luby’s
Supports
the Election of Ramius’ Independent Director Nominees Who Have “More Relevant
Industry and Public Board Experience” and “Could Provide the Necessary
Management Oversight as Luby's Implements its Strategic Growth
Plan.”
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 ISS Governance Services
(“ISS”), a leading independent proxy voting advisory and corporate governance
services firm used by over 1,700 financial institutions worldwide representing
approximately $25.5 trillion in equity assets under management, has recommended
that shareholders of Luby’s Inc. ("Luby’s" or the "Company") (NYSE: LUB) vote on
Ramius' GOLD proxy card to elect William Fox, Brion Grube, and Matthew Pannek
to
the Board of Directors of Luby’s at its 2008 Annual Meeting of Shareholders,
which is scheduled for January 15, 2008. ISS joins Glass Lewis & Co. and
PROXY Governance INC. in recommending that shareholders vote on Ramius’ GOLD
proxy card.
Ramius
Partner Jeffrey C. Smith said: “We are very pleased that ISS, a leading
independent proxy firm, has recognized the significant issues that have
adversely affected shareholder value at Luby’s and supports change on the board
of directors. The ringing third-party endorsements of our nominees
and their qualifications demonstrate that management's personal attacks on
them
are without merit and solely due to defensive posturing.”
Mr.
Smith
added, “We believe it is critical that shareholders vote for all of Ramius’
independent and highly qualified nominees – Stephen Farrar, William Fox, Brion
Grube and Matthew Pannek – to ensure that they have a real voice on the Board
and that Luby’s is run in the best interest of all
shareholders.”
In
its
analysis, ISS noted:
“A
comparative analysis of the dissident and management slates indicate that the
former has more relevant restaurant experience.”
“In
contrast to the dissident slate, three of the four management nominees have
no
public board experience outside of Luby’s, namely, Arthur Emerson, Gasper Mir,
and Frank Markantonis.”
“…we
believe that the incumbent board may have failed to provide the necessary
management oversight considering it approved certain transactions favorable
to
the Pappases.”
“Likewise,
these transactions also call into question the board’s ability to effectively
deal with the various roles the Pappases play in Luby’s, including management,
significant stockholders, and creditors.”
“We
also
note that the incumbent board has a history of ignoring shareholder calls to
declassify the board.”
“Meanwhile,
Luby’s financial performance has begun to slip with same store sales declining
in the last three quarters of fiscal 2007 and negative 3.4 percent for the
first
quarter of 2008, the second largest negative growth posted in its peer
group.”
“As
such,
we believe that the dissident nominees, with more relevant industry and public
board experience could provide the necessary management oversight as Luby’s
implements its strategic growth plan.”
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