Ramius asks Luby's shareholders to support independent director nominees

By Lisa Kerner

Charlotte, N.C., Nov. 5 - RCG Starboard Advisors, LLC, a subsidiary of Ramius Capital Group, LLC and affiliate of Starboard Value and Opportunity Master Fund Ltd., urged fellow Luby's, Inc. shareholders to vote for Ramius' four independent director nominees at the 2008 annual meeting set for Jan. 15.

The open letter to Luby's stockholders was released on Monday. Ramius expects to file its preliminary proxy materials with the Securities and Exchange Commission shortly, a Ramius news release stated.

"We are pleased to see that Chris and Harris Pappas extended their employment commitments through at least 2009. We share the Pappas' belief in Luby's future growth prospects and we agree that Luby's shares represent an attractive value and a good investment opportunity. We are concerned, however, that the current board is not acting in the best interest of all Luby's shareholders. The board appears to be putting the best interests of the Pappas brothers ahead of those of the other shareholders," the letter from Ramius partner Jeffrey C. Smith stated.

Chris Pappas is the company's president and chief executive officer, and Harris Pappas is chief operating officer.

On Oct. 17, Ramius announced its slate of nominees to Luby's board. The slate includes:

• Stephen Farrar, former senior vice president, Western Region of Wendy's International, Inc.;

• William J. Fox, a certified public accountant, business adviser and strategy consultant, formerly executive chairman of the board of Nephros, Inc.;

• Brian G. Grube, former CEO and president of Baja Fresh Mexican Grill, a subsidiary of Wendy's; and

• Matthew Q. Pannek, former president and CEO of Magic Brands, LLC and Fuddruckers, Inc.

At that time, Ramius, a New York-based investment firm, beneficially owned approximately 7.1% of Luby's common stock.

Luby's is a Houston-based restaurant operator.

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