OLSHAN OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP PARK AVENUE TOWER 65 EAST 55TH STREET NEW YORK, NEW YORK 10022 TELEPHONE: 212.451.2300 November 20, 2007 FACSIMILE: 212.451.2222 WWW.OLSHANLAW.COM DIRECT DIAL: 212-451-2333 EMAIL: SWOLOSKY@OLSHANLAW.COM VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Celeste Murphy Re: LUBY'S, INC. SCHEDULE 14A FILED NOVEMBER 6, 2007 BY STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD., ET AL FILE NO. 1-08308 Dear Ms. Murphy: We acknowledge receipt of the letter of comment dated November 15, 2007 from the Staff (the "Comment Letter") with regard to the above-referenced matter. We have reviewed the Comment Letter with Starboard Value and Opportunity Master Fund Ltd. ("Starboard") and provide the following supplemental response on its behalf. Unless otherwise indicated, the page references below are to the marked version of the enclosed paper copy of the Preliminary Schedule 14A filed on the date hereof. Capitalized terms used herein and not separately defined have the meanings given to them in the Preliminary Schedule 14A. Our responses are numbered to correspond to your comments. SCHEDULE 14A FILED NOVEMBER 6, 2007 GENERAL 1. WE NOTE YOUR STATEMENT ON PAGE 3 THAT YOU BELIEVE THAT "A BOARD COMPRISED OF TRULY INDEPENDENT DIRECTORS WILL BEST SERVE SHAREHOLDERS AND ENSURE THAT ANY FUTURE POTENTIAL CONFLICTS OF INTEREST BETWEEN LUBY'S AND PAPPAS RESTAURANTS ARE EVALUATED AND ADDRESSED APPROPRIATELY." PLEASE CLARIFY THAT YOUR NOMINEES MAY BE INDEPENDENT OF THE COMPANY. SEPARATELY, ADDRESS THE CONFLICT OF INTEREST YOUR NOMINEES MAY HAVE AS BOARD MEMBERS IN CONSIDERING ANY BUSINESS COMBINATION WITH RESPECT TO THE SALE OF LUBY'S SHARES TO A THIRD PARTY, AS A RESULT OF THE SALE OF PARTICIPATION SHARES UNDER THE COMPENSATION LETTER AGREEMENT DISCLOSED ON PAGES 10-11. EXPLAIN WHY THESE ARRANGEMENTS WITH THE RAMIUS GROUP, A SIGNIFICANT SHAREHOLDER OFNovember 20, 2007 Page 2 THE COMPANY, WILL NOT AFFECT THE INDEPENDENT JUDGMENT OF THESE DIRECTOR NOMINEES OR COMPROMISE THEIR ABILITY TO ACT IN THE BEST INTERESTS OF ALL SHAREHOLDERS. PLEASE EXPLAIN HOW THE RAMIUS GROUP EVALUATED THIS COMPENSATION ARRANGEMENT AND DETERMINED WHETHER ANY CONFLICTS OF INTEREST EXIST AND THE IMPLICATIONS UNDER STATE LAW IF THESE NOMINEES ARE ELECTED. We acknowledge the Staff's comment. The disclosure on page 11 of the proxy statement has been revised to clarify the terms of the Compensation Letter Agreements with the Ramius Nominees. On a supplemental basis, we inform the Staff that the Ramius Group believes the amount the Ramius Nominees stand to earn pursuant to the Compensation Letter Agreements is nominal and would not interfere with the ability of the Ramius Nominees, if elected, to discharge their respective fiduciary duties under state law when considering any business combination or sale of the Company, or otherwise compromise the Ramius Nominees' ability to act in the best interests of all shareholders. By way of hypothetical example, if the Ramius Nominees are elected and are considering whether to approve a merger or other business combination transaction for per share consideration equal to 2x the share price on the date of the Ramius Group's definitive proxy filing, then the maximum amount that each of the Ramius Nominees stands to earn pursuant to the Compensation Letter Agreements is $20,000. The Ramius Group believes this amount is not material and that the Ramius Nominees qualify as "independent" directors under SEC and NYSE rules on independence irrespective of any profits that may be derived from these compensation arrangements. We note on a supplemental basis that each of Luby's non-employee directors earned at least $40,000 in cash and restricted stock awards during Luby's last fiscal year, as disclosed in Luby's proxy statement. 2. REVISE YOUR DISCLOSURE TO STATE AND EXPLAIN THE "INDEPENDENCE," OR LACK THEREOF, OF YOUR NOMINEES SHOULD THEY BE BOARD MEMBERS IN THE CONSIDERATION OF ANY BUSINESS COMBINATION THAT WOULD IMPLICATE THE COMPENSATION LETTER AGREEMENT AND SALE OF PARTICIPATION SHARES. We refer the Staff to our response to Comment 1. On a supplemental basis, we inform the Staff that the Ramius Group believes that despite the Compensation Letter Agreements, the Ramius Nominees are "independent" both under SEC and NYSE rules and under a general meaning of that term as it relates to the Ramius Nominees' ability to act in the best interests of all shareholders when considering a business combination transaction that would implicate the Compensation Letter Agreements. We note on a supplemental basis that under Section 303A.02 of the NYSE Listed Company Manual, the direct compensation threshold for determining a director's independence is $100,000 within any 12-month period, which is significantly more than any of the Ramius Nominees can reasonably be expected to earn pursuant to the Compensation Letter Agreements. We also note on a supplemental basis that the Ramius Group does not believe there to be any significant difference between the Ramius Nominees' compensation arrangements and any stock option or restricted stock compensation arrangements for directors of a public company in terms of such arrangements' effect on a director's independence or in terms of creating a conflict of interest for a director in evaluating a business combination transaction. November 20, 2007 Page 3 3. THIS ECONOMIC ARRANGEMENT APPEARS TO PROVIDE INCENTIVE TO YOUR NOMINEES TO ENGAGE IN A THIRD PARTY SALE OF THE COMPANY, VERSUS "EVALUATING AND EXECUTING THE COMPANY'S NEW GROWTH STRATEGY" AS DESCRIBED ON PAGE 4. PLEASE EXPAND YOUR DISCLOSURE TO ADDRESS THIS ECONOMIC INCENTIVE AND RECONCILE THIS INCENTIVE WITH SIMILAR "GROWTH" AND "STRATEGY' STATEMENTS IN YOUR PROXY DOCUMENT. We refer the Staff to our response to Comment 1. On a supplemental basis, we advise the Staff that the Ramius Group believes that any economic incentive the Ramius Nominees may have to engage in a third party sale of the Company as result of the compensation arrangements is more than offset by the annual non-employee director compensation they would receive by remaining as a director of the Company, as described above. Accordingly, the Ramius Group believes that the Ramius Nominees would have equal, if not greater incentive, to pursue a growth strategy for the Company that they believe is in the best interest of all shareholders and would not be incentivized to approve a third party sale by any economic interests under the compensation arrangements. The Ramius Nominees, if elected, are committed to acting in accordance with their respective fiduciary duties as directors in all matters that come before the Board. We also note on a supplemental basis that the amount of the potential compensation under the Compensation Letter Agreements is immaterial to the net worth of each of the Ramius Nominees. 4. IN ADDRESSING THE TERMS OF THE COMPENSATION LETTER AGREEMENT HERE, AT THE FOREPART OF YOUR DOCUMENT, PLEASE EXPAND YOUR DISCLOSURE TO STATE THAT THE PARTICIPATION SHARES ARE SHARES OF LUBY'S INC. FURTHER, PROVIDE THE MEASUREMENT DATE FOR PARTICIPATION IN THE PROFIT EARNED BY YOUR NOMINEES AS A RESULT OF THE SALE OF PARTICIPATION SHARES AND HOW SUCH PROFIT EARNED BY EACH NOMINEE WILL BE DETERMINED. FURTHER, STATE THE NUMBER OF SHARES AND PERCENTAGE OF OUTSTANDING SHARES OF THE COMPANY THESE PARTICIPATION SHARES REPRESENT, PER AFFILIATE AND FOR THE RAMIUS GROUP AS A WHOLE. STATE THE CURRENT VALUE OF THE ENTIRETY OF THE PARTICIPATION SHARES. EXPLAIN WHAT YOU MEAN BY "LAST $20,000 WORTH OF SHARES" AND HOW THE SALE OF THESE SHARES COULD EXCEED $20,000. We refer the Staff to our response to Comment 1. The disclosure on page 11 of the proxy statement has been revised to clarify the Compensation Letter Agreements with the Ramius Nominees, including the measurement date for participation in the profit earned by the Ramius Nominees and the method by which such profit earned by the Ramius Nominees will be determined. On a supplemental basis, we advise the Staff that because the number of Participation Shares is determined by dividing $20,000 by the closing price of Luby's shares on the date the Ramius Group files its definitive proxy statement, the Ramius Group is currently unable to disclose the number of shares the Participation Shares represent or current value thereof. We also advise the Staff on a supplemental basis that in light of the immaterial amount the Ramius Nominees stand to earn under these compensation arrangements and the Ramius Group's belief that the compensation arrangements are not material to a shareholder's decision whether to elect the Ramius Nominees, the Ramius Group does not believe it is necessary to address the terms of the Compensation Letter Agreements at the forepart of the proxy statement. November 20, 2007 Page 4 THE SOLICITATION BY THE COMPANY'S BOARD OF DIRECTORS 5. IN THE LETTER TO SHAREHOLDERS ACCOMPANYING THE PROXY STATEMENT YOU REFER TO AN "INCUMBENT MANAGEMENT SLATE" AND ON PAGES 2 AND 3 OF THE PROXY STATEMENT, RESPECTIVELY, TO "A PROXY CARD FURNISHED BY LUBY'S MANAGEMENT" AND "THE MANAGEMENT PROXY CARD." THESE REFERENCES APPEAR TO BE INACCURATE. THE COMPANY'S BOARD OF DIRECTORS IS SOLICITING PROXIES IN CONJUNCTION WITH THE 2008 ANNUAL MEETING OF SHAREHOLDERS. THAT SOLICITATION IS NOT ON BEHALF OF THE COMPANY'S MANAGEMENT. YOU SHOULD REVISE OR DELETE ALL SUCH INACCURATE REFERENCES TO CLEARLY STATE THAT YOUR SOLICITATION IS IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF DIRECTORS. The letter to shareholders has been revised to clearly state that the Ramius Group's solicitation is in opposition to the solicitation by the Board of Directors. 6. PLEASE EXPAND YOUR DISCLOSURE TO SPECIFICALLY AND PROMINENTLY EXPLAIN THE ENTIRETY OF YOUR REASONS FOR PROPOSING AN ALTERNATIVE SLATE OF NOMINEES TO THE BOARD. YOUR PRIOR COMMUNICATIONS WITH THE COMPANY HAVE INCLUDED AMONG OTHER THINGS, A SALE OF THE COMPANY OR A SALE-LEASEBACK OF ITS REAL ESTATE ASSETS ACCOMPANIED BY A LARGE STOCK BUYBACK AND SPECIAL DIVIDEND. IT APPEARS THAT YOU HAVE DEVELOPED AND PRESENTED HIGHLY SPECIFIC PROPOSALS OF THIS NATURE TO THE BOARD. EXPAND YOUR DISCLOSURE HERE TO INCLUDE THIS INFORMATION. WE NOTE THAT THIS INFORMATION IS BRIEFLY ADDRESSED IN YOUR JULY 30, 2007 SCHEDULE 13D, ITEM 4 INFORMATION. FURTHER, AMEND YOUR DISCLOSURE TO DISCLOSE WHETHER YOUR NOMINEES SUPPORT YOUR PREVIOUSLY DETAILED PLANS FOR A SALE OF THE COMPANY OR A SALE LEASEBACK OF ITS REAL ESTATE ASSETS. The disclosure on page 5 of the proxy statement has been revised to state that the Ramius Nominees, if elected, will seek to work with the other Board members to take those steps that they deem are necessary or advisable to unlock the Company's intrinsic value and generate long-term value at the Company, including a possible sale-leaseback transaction or a sale of the Company. On a supplemental basis, we advise the Staff that the Ramius Group's proposals described in its July 30, 2007 Schedule 13D are not the primary reasons the Ramius Group is proposing an alternative slate of nominees to the Board; rather, they are examples of strategic alternatives that the Ramius Group believes should be explored since they may create potential additional value in the Company for all shareholders. USE OF THE TERM "INDEPENDENT" 7. PLEASE CLARIFY YOUR USE OF THE TERM INDEPENDENCE IN EVERY INSTANCE. FOR EXAMPLE, YOU STATE THAT YOUR NOMINEES ARE INDEPENDENT OF THE COMPANY IN ACCORDANCE WITH THE SEC AND NYSE RULES ON INDEPENDENCE, BUT THAT STANDARD APPARENTLY IS NOT HOW YOU MEAN TO USE THE TERM IN OTHER INSTANCES. EXAMPLES WHERE CLARIFICATION IS REQUIRED INCLUDE, BUT ARE NOT LIMITED TO: o "WE BELIEVE A BOARD COMPRISED OF TRULY INDEPENDENT DIRECTORS WILL BEST SERVE SHAREHOLDERS" (PAGE 4) November 20, 2007 Page 5 THE DEFINITION OF "INDEPENDENT" USED HERE IS UNCLEAR AND SHOULD BE EXPLAINED. THIS STATEMENT IMPLIES THAT THE INDEPENDENT DIRECTORS CURRENTLY ON THE BOARD ARE NOT "TRULY INDEPENDENT," ALTHOUGH, IT APPEARS THAT THE BOARD CURRENTLY CONSISTS OF SEVEN INDEPENDENT DIRECTORS UNDER THE COMPANY'S TEST FOR INDEPENDENCE, WHICH COMPLIES WITH THE REQUIREMENTS OF THE NYSE AND THE RULES AND REGULATIONS OF THE SEC. MOREOVER, THREE OF THE COMPANY'S FOUR CURRENT NOMINEES FOR THE BOARD ARE INDEPENDENT UNDER THAT TEST. The disclosure has been revised on page 4 of the proxy statement to clarify and explain the use of the term "independent" in the above statement. o "EACH OF THE RAMIUS NOMINEES, IF ELECTED, WILL EXERCISE HIS INDEPENDENT JUDGMENT IN ACCORDANCE WITH HIS FIDUCIARY DUTIES AS A DIRECTOR IN ALL MATTERS THAT COME BEFORE THE BOARD," (PAGE 4) "ADDITIONALLY, THE RAMIUS NOMINEES, IF ELECTED, WOULD BE ABLE TO RENDER INDEPENDENT JUDGMENT FOR THE BEST INTERESTS OF ALL OF THE COMPANY'S SHAREHOLDERS." (PAGE 5) WITHOUT CLARIFICATION AS TO WHAT DEFINITION OF "INDEPENDENT" IS USED IN EACH OF THESE EXAMPLES, IT IS UNCLEAR WHETHER THESE STATEMENTS IMPLY THAT SOME CURRENT DIRECTORS CANNOT OR DO NOT EXERCISE INDEPENDENT JUDGMENT IN ACCORDANCE WITH THEIR FIDUCIARY DUTIES. IT APPEARS THAT POSSIBLE INSINUATION MAY UNDULY IMPUGN THE JUDGMENT AND ADHERENCE OF THE COMPANY'S DIRECTORS TO THEIR FIDUCIARY DUTIES WITHOUT PROVIDING ADEQUATE FACTUAL SUPPORT FOR THESE STATEMENTS. PLEASE REVISE. The disclosure has been revised as requested so as to not create any insinuation that impugns the judgment of the Company's directors, or their adherence to their respective fiduciary duties. Please see pages 4 and 5 of the proxy statement. o "FURTHERMORE, WE QUESTION HOW LUBY'S MANAGEMENT CAN EXERCISE INDEPENDENT JUDGMENT WITHOUT PROPER INDEPENDENT BOARD OVERSIGHT. (PAGE 5) PLEASE EXPLAIN HOW THE COMPANY'S CURRENT BOARD, WHICH MEETS THE MAJORITY INDEPENDENCE REQUIREMENTS OF THE NYSE, IS NOT "PROPERLY" INDEPENDENT. The disclosure has been revised so as to delete the reference to "proper independent board oversight." The new disclosure does not insinuate that the current Luby's Board is not "properly" independent. Please see page 6 of the proxy statement. o "LARGEST INDEPENDENT SHAREHOLDER OF LUBY'S" (PAGE 4) EXPLAIN YOUR USE OF THE TERM INDEPENDENT IN THIS CONTEXT OF A SHAREHOLDER. WE NOTE THAT YOU ARE THE THIRD LARGEST SHAREHOLDER AFTER CHRISTOPHER AND HARRIS PAPPAS. PLEASE EXPLAIN. November 20, 2007 Page 6 On a supplemental basis, we advise the Staff that the use of "independent shareholder" in the above statement refers to a shareholder that is not an executive officer or director of the Company, or otherwise affiliated with the Company. "POTENTIAL CONFLICTS OF INTEREST," PAGES 4-5 8. PROVIDE ADDITIONAL SUPPORT OR DELETE YOUR REFERENCES TO YOUR CONCERN THAT "FUTURE POTENTIAL CONFLICTS OF INTEREST" MAY NOT BE "EVALUATED AND ADDRESSED APPROPRIATELY," IT APPEARS THAT ALL EXISTING RELATIONSHIPS BETWEEN THE COMPANY AND PAPPAS RESTAURANTS, INC. HAVE BEEN ADDRESSED BY THE BOARD AND ARE FULLY AND PROPERLY DISCLOSED IN THE COMPANY'S FILINGS WITH THE SEC, ALTHOUGH YOU CORRECTLY NOTE THAT SOME MEMBERS OF THE COMPANY'S MANAGEMENT AND BOARD WORK, OR FORMERLY WORKED, FOR PAPPAS RESTAURANTS, INC., YOU PROVIDE NO FURTHER SUPPORT FOR YOUR INFERENCE THAT ANY CONFLICT OF INTEREST EXISTS. The disclosure has been revised so as to specify that conflicts of interest MAY arise for certain of Luby's directors who also have interests in Pappas Restaurants in certain situations that bring into play both sets of interests. Please see page 4 of the proxy statement. 9. FURTHER, EXPLAIN HOW YOUR "EXAMPLE OF THESE POTENTIAL CONFLICTS OF INTEREST, THAT THE COMPANY AMENDED ITS SHAREHOLDER RIGHTS PLAN, OR `POISON PILL,' TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT THE CEO AND COO ARE PERMITTED TO OWN." SEE PAGE 4. WHILE CHRISTOPHER AND HARRIS PAPPAS ARE AFFILIATED WITH THE PAPPAS RESTAURANTS, INC., THE FACT THAT THE NUMBER OF SHARES THEY ARE PERMITTED TO OWN WITHOUT TRIGGERING THE COMPANY'S SHAREHOLDER RIGHTS PLAN WAS INCREASED DOES NOT APPEAR TO `SUPPORT THE CLAIM OF A "POTENTIAL CONFLICT OF INTEREST" BETWEEN THE COMPANY AND PAPPAS RESTAURANTS, INC. The disclosure has been revised so as to delete the reference to a potential conflict of interest between the Company and Pappas restaurants in the disclosure relating to the recent amendment of the Company's "poison pill." Please see page 4 of the proxy statement. ADDITIONAL INFORMATION 10. IT APPEARS THAT SOME OF YOUR STATEMENTS REQUIRE THE DISCLOSURE OF ADDITIONAL INFORMATION TO PROVIDE CLARITY. SUCH EXAMPLES INCLUDE, BUT ARE NOT LIMITED TO: o "THE COMPANY HAS MAINTAINED A `STAGGERED' OR CLASSIFIED BOARD. DESPITE A MAJORITY OF THE SHARES CAST HAVING BEEN VOTED IN FAVOR OF A SHAREHOLDER PROPOSAL TO DECLASSIFY THE BOARD IN YEARS 2001, 2003, 2004, 2005, AND 2006, THE COMPANY HAS YET TO IMPLEMENT OR TAKE THE NECESSARY ACTIONS TO IMPLEMENT THE PROPOSAL." (PAGE 5) IT APPEARS THAT THIS SHAREHOLDER PROPOSAL WAS BY ITS TERMS NON-BINDING, SO THIS STATEMENT IMPLIES THAT THE BOARD IGNORED A VALID SHAREHOLDER ACTION. FURTHER DISCLOSURE SHOULD CONSIDER THE FACT THAT TO IMPLEMENT AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD, THE APPROVAL OF HOLDERS OF 80% OF THE OUTSTANDING SHARES WOULD BE REQUIRED, AND THAT THIS THRESHOLD HAS NOT BEEN REACHED IN ANY YEAR IN WHICH THE SHAREHOLDERS HAVE VOTED ON THE NON-BINDING PROPOSAL. FURTHER, IT APPEARS November 20, 2007 Page 7 THAT THIS PROPOSAL FAILED TO RECEIVE A MAJORITY OF VOTES CAST IN 2007, WHICH IS THE MOST RECENT SHAREHOLDER MEETING AT WHICH THIS PROPOSAL WAS CONSIDERED. The disclosure has been revised to include the additional disclosures requested by the Staff. See page 5 of the proxy statement. o "THE COMPANY'S BYLAWS PERMIT THE BOARD TO INCREASE THE SIZE OF THE BOARD AND TO FILL VACANCIES WITHOUT SHAREHOLDER APPROVAL." (PAGE 5) PLEASE REVISE THIS DISCLOSURE TO CLARIFY THAT THE BOARD MAY INCREASE THE SIZE OF THE BOARD BY A MAJORITY VOTE; HOWEVER, THE BOARD MAY ONLY FILL TWO VACANCIES CREATED BY SUCH AN INCREASE BETWEEN ELECTIONS OF DIRECTORS AT AN ANNUAL OR SPECIAL MEETING OF SHAREHOLDERS, AND DIRECTORS APPOINTED BY THE BOARD TO FILL SUCH VACANCIES SERVE ONLY UNTIL THE NEXT ELECTION OF DIRECTORS. YOU SHOULD DISCLOSE THE LIMIT TO THE INCREASE IN THE SIZE OF THE BOARD THAT MAY BE IMPLEMENTED AND FULLY DESCRIBE THE SUBSTANTIAL LIMITS ON THE BOARD'S POWER TO FILL VACANCIES WITHOUT SHAREHOLDER APPROVAL. The disclosure has been revised to provide the clarification and additional disclosure requested by the Staff. See pages 5 and 6 of the proxy statement. BIOGRAPHICAL INFORMATION 11. PLEASE GENERALLY REVISE YOUR BIOGRAPHICAL INFORMATION FOR YOUR NOMINEES PURSUANT TO ITEM 401(E) OF REGULATION S-K AND ITEM 7(B) OF SCHEDULE 14A. EXAMPLES WHERE INFORMATION SHOULD BE REVISED INCLUDE, BUT MAY NOT BE LIMITED TO: o BIOGRAPHICAL INFORMATION OF STEPHEN FARRAR, PAGES 8-9 THE BIOGRAPHICAL INFORMATION PROVIDED FOR STEPHEN FARRAR DOES NOT DISCLOSE HIS PRINCIPAL OCCUPATION, IF ANY, FROM SEPTEMBER 2006 TO THE PRESENT. FURTHER, YOU STATE, "MR. FARRAR ATTENDED THE UNIVERSITY OF TEXAS AT ARLINGTON WHERE HE STUDIED BUSINESS PRE-LAW," BUT DO NOT DISCLOSE WHETHER MR. FARRAR RECEIVED A DEGREE FROM THAT INSTITUTION. WITHOUT PROVIDING DATES OF ATTENDANCE OR CLARIFYING WHETHER A DEGREE WAS RECEIVED, THIS STATEMENT MAY BE MISLEADING TO SHAREHOLDERS. The biographical information provided for Stephen Farrar has been revised to address the Staff's comment. See page 8 of the proxy statement. o BIOGRAPHICAL INFORMATION OF WILLIAM J. FOX, PAGE 9 THE BIOGRAPHICAL INFORMATION PROVIDED FOR WILLIAM J. FOX DOES NOT DISCLOSE ANY DIRECTORSHIPS PRESENTLY HELD BY MR. FOX. CURRENTLY, HOWEVER, ACCORDING TO A PROXY STATEMENT FILED BY THE RAMIUS GROUP, MR. FOX IS ALSO NAMED AS A NOMINEE FOR ELECTION AS DIRECTOR TO THE BOARD OF DATASCOPE CORP, (SEE THE PRELIMINARY PROXY STATEMENT FILED ON OCTOBER 19, 2007 BY STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. AND OTHER MEMBERS OF THE RAMIUS GROUP WITH RESPECT TO DATASCOPE CORP.). PLEASE DISCLOSE THAT MR. FOX IS CURRENTLY NOMINATED BY THE RAMIUS GROUP FOR ELECTION TO THE BOARD OF November 20, 2007 Page 8 DATASCOPE, AS THIS INFORMATION MAY BE MATERIAL TO A SHAREHOLDER'S DECISION WHETHER TO VOTE FOR MR. FOX. The disclosure on page 19 of the proxy statement has been revised to indicate that William J. Fox has been named by members of the Ramius Group as a nominee for election as director to the board of Datascope Corp. o BIOGRAPHICAL INFORMATION OF BRION GRUBE, PAGES 9-10 THE BIOGRAPHICAL INFORMATION PROVIDED FOR BRION GRUBE DOES NOT INCLUDE MONTHS IN THE RANGES OF DATES DESCRIBING HIS PRINCIPAL OCCUPATIONS AND EMPLOYMENT FOR THE PAST FIVE YEARS, WHICH IS INCONSISTENT WITH THE INFORMATION INCLUDED IN THE PROXY STATEMENT FOR THE OTHER THREE NOMINEES, THE TENURES FOR MR. GRUBE'S TWO MOST RECENT POSITIONS ARE DESCRIBED AS "2004 TO 2005" AND "2005 TO 2006." THIS MAY BE INFORMATION MATERIAL TO A DETERMINATION TO BE MADE BY SHAREHOLDERS REGARDING THE QUALIFICATIONS OF MR. GRUBE. FURTHER, THE PROXY STATEMENT DOES NOT DISCLOSE MR. GRUBE'S PRINCIPAL OCCUPATION, IF ANY, SINCE 2006. The biographical information provided for Brion Grube has been revised to address the Staff's comment. See pages 9 and 10 of the proxy statement. o BIOGRAPHICAL INFORMATION OF MATTHEW Q. PANNEK, PAGE 10 THE BIOGRAPHICAL INFORMATION PROVIDED FOR MATTHEW Q. PANNEK DOES NOT DISCLOSE HIS PRINCIPAL OCCUPATION, IF ANY, FROM AUGUST 2007 TO THE PRESENT. The biographical information provided for Matthew Q. Pannek has been revised to address the Staff's comment. See page 10 of the proxy statement. PRIOR BUSINESS RELATIONSHIPS OF NOMINEES, PAGES 8-10 12. THE BIOGRAPHICAL INFORMATION PROVIDED FOR THREE OF THE RAMIUS GROUP'S NOMINEES, MESSRS. FARRAR, GRUBE AND PANNEK, DISCLOSES THAT THESE NOMINEES SPENT MOST, IF NOT ALL, OF THE PRIOR FIVE YEARS EMPLOYED BY ENTITIES IN THE RESTAURANT INDUSTRY. IN LIGHT OF YOUR STATEMENTS QUESTIONING THE INDEPENDENCE OF CURRENT MEMBERS OF THE BOARD AND POTENTIAL CONFLICTS OF INTEREST PURPORTEDLY ATTRIBUTABLE TO THEIR CURRENT OR PREVIOUS EMPLOYMENT WITH OTHER ENTITIES IN THE RESTAURANT INDUSTRY, IT APPEARS THAT SIMILAR CONCERNS COULD BE RAISED WITH RESPECT TO THE PRIOR BUSINESS RELATIONSHIPS OF THE RAMIUS GROUP'S NOMINEES. PLEASE EXPLAIN HOW YOU HAVE EVALUATED THESE PRIOR RELATIONSHIPS AND DETERMINED WHETHER ANY CONFLICTS OF INTEREST EXIST. In response to the Staff's comment, the disclosure on pages 10 and 11 of the proxy statement has been revised to indicate that none of the Ramius Nominees currently has any conflicts of interest in serving on the Board as a result of his prior business relationships and that each of the Ramius Nominees, if elected, intends to act in accordance with his fiduciary duty and recuse himself from voting should any conflict of interest arise in the future. November 20, 2007 Page 9 13. FOR THE REASONS SET FORTH IN THE PRECEDING COMMENT, PLEASE PROVIDE INFORMATION AS TO WHETHER ITS NOMINEES MAY SEEK OR ACCEPT EMPLOYMENT WITH OTHER ENTITIES IN THE RESTAURANT INDUSTRY DURING THEIR TENURES ON THE BOARD, IF ELECTED. On a supplemental basis, we advise the Staff that each of the Ramius Nominees, if elected, intends to act in accordance with his fiduciary duty during his tenure on the Board, including with respect to entering into future business relationships with other entities. VOTING AND PROXY PROCEDURES, PAGE 13 14. YOU STATE ON PAGE 13 THAT "GOLD" PROXY CARDS, IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, WILL BE VOTED FOR THE ELECTION OF THE RAMIUS GROUP'S NOMINEES. PLEASE DISCLOSE HOW A "GOLD" PROXY CARD LACKING SPECIFIC INSTRUCTIONS WILL BE VOTED AS TO PROPOSAL NO. 2 REGARDING THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS OF THE COMPANY'S FINANCIAL STATEMENTS. The disclosure on page 16 of the proxy statement has been revised to describe how a "GOLD" proxy card lacking specific instructions will be voted as to all proposals. SHARES HELD IN "STREET NAME", PAGE 14 15. ON PAGES 3, 13 AND 14, AND IN THE SECTION UNDER THE HEADING "IMPORTANT" FOLLOWING THE SCHEDULES TO THE PROXY STATEMENT, YOU STATE THAT SHARES HELD IN "STREET NAME" MAY ONLY BE VOTED IF BENEFICIAL OWNERS GIVE THE BANK, BROKER OR OTHER RECORD HOLDER INSTRUCTIONS ON HOW TO VOTE, PLEASE REVISE SUCH STATEMENTS TO EXPLAIN THAT SHAREHOLDERS MAY ALSO REQUEST PROXIES FROM THE RECORD HOLDER FOR THE SHARES THEY BENEFICIALLY OWN AND THEN VOTE SUCH SHARES IN PERSON AT THE COMPANY'S ANNUAL MEETING OF SHAREHOLDERS, IF ACCURATE. The disclosure on pages 3 and 17, and in the section under the heading "IMPORTANT" of the proxy statement, has been revised to explain that shareholders may also request proxies from the record holder for the shares they beneficially own and then vote such shares in person at the Annual Meeting. ADDITIONAL PARTICIPANT INFORMATION, PAGES 15-16 16. ON PAGE 15, YOU STATE "RCG IS THE SOLE NON-MANAGING MEMBER OF PARCHE AND OWNS ALL ECONOMIC INTEREST THEREIN." THE IDENTITY OF "RCG" IS UNCLEAR, AS IT IS NOT DEFINED IN THE PROXY STATEMENT. IT IS UNCLEAR WHETHER THIS ENTITY IS "RCG STARBOARD ADVISORS" OR "RCG ENTERPRISE," EACH OF WHICH ARE IDENTIFIED AS PARTICIPANTS IN THE SOLICITATION. PLEASE REVISE TO CLARIFY. The disclosure on page 18 of the proxy statement has been revised to clarify that the entity is RCG Enterprise. November 20, 2007 Page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n response to the Staff's comment, the disclosure on page 19 of the proxy statement has been revised to delete the reference to "on occasion." On a supplemental basis, we advise the Staff that the Ramius Group strongly believes that its involvement in other current and prior proxy solicitations has no bearing on its interests in the Company and that its interests are fully aligned with the interests of the other non-management shareholders of the Company. INCORPORATION BY REFERENCE, PAGE 18 18. WE NOTE YOU REFER SECURITY HOLDERS TO INFORMATION THAT YOU ARE REQUIRED TO PROVIDE AND WILL BE CONTAINED IN THE COMPANY'S PROXY STATEMENT FOR THE ANNUAL MEETING. WE NOTE THAT YOU ARE RELYING UPON RULE 14A-5(C) TO REFER TO THIS INFORMATION; IF SO, PLEASE NOTE THAT WE BELIEVE THAT RELIANCE UPON RULE 14A-5(C) BEFORE THE COMPANY DISTRIBUTES THE INFORMATION TO SECURITY HOLDERS WOULD BE INAPPROPRIATE. ALTERNATIVELY, IF YOU DETERMINE TO DISSEMINATE YOUR PROXY STATEMENT PRIOR TO THE DISTRIBUTION OF THE COMPANY'S PROXY STATEMENT, YOU MUST UNDERTAKE TO PROVIDE THE OMITTED INFORMATION TO SECURITY HOLDERS. PLEASE ADVISE AS TO YOUR INTENT IN THIS REGARD. The Ramius Group intends to wait for the Company to disclose the information left blank in the Ramius Group's proxy statement prior to mailing. In the event it becomes necessary to mail the Ramius Group's proxy statement before the Company discloses this information, the Ramius Group intends to mail the its proxy statement and file additional definitive materials with the SEC disclosing this information promptly after the information has been made public by the Company. The Ramius Group would also consider a means reasonably designed to disseminate this information by press release or a supplemental mailing to the Company's shareholders. November 20, 2007 Page 11 PROXY CARD 19. PLEASE REVISE THE FORM OF PROXY CARD INCLUDED WITH THE PROXY STATEMENT TO INCLUDE ADDITIONAL BLANK LINES UNDER THE VOTING COLUMN "FOR ALL EXCEPT NOMINEE (S) WRITTEN BELOW". THE PROVISION OF ONLY ONE BLANK LINE MAY LEAD SHAREHOLDERS TO BELIEVE THAT ONLY ONE EXCEPTION IS PERMITTED. FURTHER, THE PLURAL TERM "BLANK SPACES" IS USED IN RULE 14A-4(B)(2)(III). The form of proxy card has been revised to include additional blank lines under the voting column "FOR ALL EXCEPT NOMINEE (S) WRITTEN BELOW." * * * * * In connection with responding to the Staff's comments, a certificate signed by each of the participants containing the three acknowledgments requested by the Staff is attached hereto. The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has any further comments. Very truly yours, /s/ Steven Wolosky Steven Wolosky Enclosure cc: Jeffrey C. Smith Owen Littman ACKNOWLEDGMENT In connection with responding to the comments of the Staff of the Securities and Exchange Commission ("SEC") relating to the preliminary proxy statement on Schedule 14A filed by the undersigned on November 6, 2007 (the "Proxy Statement"), each of the undersigned acknowledges the following: o The undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement. o The Staff's comments or changes to disclosure in response to Staff comments in the Proxy Statement reviewed by the Staff do not foreclose the SEC from taking any action with respect to the Proxy Statement. o The undersigned may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States. [SIGNATURES ON FOLLOWING PAGE] Dated: November 20, 2007 PARCHE, LLC RCG STARBOARD ADVISORS, LLC By: RCG Starboard Advisors, LLC, By: Ramius Capital Group, L.L.C., its managing member its sole member STARBOARD VALUE AND OPPORTUNITY RCG ENTERPRISE, LTD MASTER FUND LTD. By: Ramius Capital Group, L.L.C., By: RCG Starboard Advisors, LLC, its investment manager its investment manager RAMIUS CAPITAL GROUP, L.L.C. By: C4S & Co., L.L.C., as managing member C4S & CO., L.L.C. By: /s/ Jeffrey M. Solomon --------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory /s/ Jeffrey M. Solomon - -------------------------------------- JEFFREY M. SOLOMON Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss /s/ Jeffrey C. Smith /s/ Gavin Molinelli - --------------------------------------- --------------------------------------- JEFFREY C. SMITH GAVIN MOLINELLI Individually and as attorney-in-fact for Stephen Farrar, William J. Fox, Brion G. Grube and Matthew Q. Pannek
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PRRN14A Filing
Lub Liquidating Trust (LUB) PRRN14ARevised preliminary proxy statement filed by non-management
Filed: 20 Nov 07, 12:00am