Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the “Common Stock”)
par value $0.32 in Luby’s, Inc., a Delaware corporation (the
“Company”), whose principal offices are located at 13111 Northwest
Freeway, Suite 600, Houston, Texas 77040.
This Schedule 13D represents Amendment No. 13 to the Schedule
13D originally filed by certain reporting persons with the U.S.
Securities and Exchange Commission (the “SEC”) on December 27,
2000, as amended by Amendment No. 1 thereto, filed on
March 16, 2001, Amendment No. 2 thereto, filed on
July 23, 2001, Amendment No. 3 thereto, filed on
March 27, 2002, Amendment No. 4 thereto, filed on
June 6, 2005, Amendment No. 5 thereto, filed on
September 15, 2005, Amendment No. 6 thereto, filed on
June 28, 2006, Amendment No. 7 thereto, filed on
November 5, 2007, Amendment No. 8 thereto, filed on
January 24, 2008, Amendment No. 9 thereto, filed on
September 2, 2010, Amendment No. 10 thereto, filed on
April 14, 2014, Amendment No. 11 thereto, filed on
July 12, 2017 and Amendment No. 12 thereto, filed on
August 23, 2017 (the “Original Schedule 13D”).
Item 2. Identity and Background
Item 2 of the Original Schedule 13D is hereby amended and restated
to read in its entirety as follows:
This Schedule 13D is being filed jointly by Christopher James
Pappas, a citizen of the United States of America residing in
Houston, Texas (“C. Pappas”), and Harris James Pappas , a
citizen of the United States of America residing in Houston, Texas
(“H. Pappas,” and together with C. Pappas, the “Shareholders”).
C. Pappas has served as the President and Chief Executive Officer
and a director of the Company since March 2001. On
December 11, 2017, the Company entered into a restated
employment agreement with C. Pappas (the “2017 Employment
Agreement”). Under the 2017 Employment Agreement, the initial term
of C. Pappas’ employment ended on August 28, 2019 and
automatically renews for additional one year periods, unless
terminated in accordance with its terms. The 2017 Employment
Agreement was unanimously approved by the Executive Compensation
Committee of the Board of Directors of the Company (the “Board”),
as well as by the full Board. Effective August 1, 2018, the
Company and C. Pappas agreed to reduce his fixed annual base salary
to one dollar. Additionally, he is self-employed in the restaurant
business as a principal owner of Pappas Partners, L.P. and Pappas
Restaurants Inc., whose business address is 13939 NW Freeway,
Houston, Texas 77040.
H. Pappas served as Chief Operating Officer of the Company until
his retirement in 2011 and as a member of the Company’s Board of
Directors until his resignation effective as of January 31,
2019. Additionally, H. Pappas is self-employed in the restaurant
business as a principal owner of Pappas Partners, L.P. and Pappas
Restaurants Inc., whose business address is 13939 NW Freeway,
Houston, Texas 77040.
During the last five years, neither C. Pappas nor H. Pappas has
been: (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration
No change since Amendment No. 12 to Schedule 13D was filed on
August 23, 2017 other than (i) the use of personal funds
by C. Pappas and H. Pappas to acquire shares of Common Stock and
(ii) with respect to a Possible Transaction as described below
in Item 4, the potential use of (a) personal funds by C.
Pappas and H. Pappas to acquire Company Assets and
(b) potential borrowings from third party sources.