<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by Registrant / X /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ELMER'S RESTAURANTS, INC.
- - --------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- - --------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ X / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
---------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
5) Total fee paid:
---------------------------------------------------------------
/ / Fee paid previously with preliminary materials
* Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
---------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------
3) Filing Party:
---------------------------------------------------------------
4) Date Filed:
---------------------------------------------------------------
<PAGE>
ELMER'S RESTAURANTS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JULY 12, 1995
To the Shareholders of Elmer's Restaurants, Inc.:
The annual meeting of the shareholders of Elmer's
Restaurants, Inc., an Oregon corporation, will be held at
Elmer's Pancake & Steak House, 1385 Capitol Boulevard, Boise,
Idaho 83706, on July 12, 1995, at 2:30 p.m., Mountain Daylight
Time, for the following purposes:
1. Electing a Board of Directors to serve for the
ensuing year and until their successors are elected; and
2. Transacting any other business that properly comes
before the meeting.
Only shareholders of record at the close of business
on May 19, 1995 will be entitled to vote at the annual meeting.
You are requested to date and sign the enclosed proxy and
return it in the postage-prepaid envelope enclosed for that
purpose. You may attend the meeting in person even though you
have sent in your proxy, since retention of the proxy is not
necessary for admission to or identification at the meeting.
By Order of the Board of Directors
Paul Welch
Secretary
Portland, Oregon
June 9, 1995
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN
PERSON. TO ENSURE YOUR REPRESENTATION AT THE MEETING, HOWEVER,
PLEASE VOTE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY AS
PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE ENCLOSED FOR
THAT PURPOSE.
<PAGE>
ELMER'S RESTAURANTS, INC.
11802 SE STARK STREET
PORTLAND, OREGON 97216
JUNE 9, 1995
____________
PROXY STATEMENT
____________
A proxy in the form accompanying this proxy statement
is solicited on behalf of the Board of Directors of Elmer's
Restaurants, Inc., an Oregon corporation (the "Company"), for use
at the annual meeting of shareholders to be held on July 12,
1995. The Company will bear the cost of preparing and mailing
the proxy, proxy statement, and any other material furnished to
the shareholders by the Company in connection with the annual
meeting. Proxies will be solicited by use of the mails, and
officers and employees of the Company may, without additional
compensation, also solicit proxies by telephone or personal
contact. Copies of solicitation materials will be furnished to
fiduciaries, custodians, and brokerage houses for forwarding to
beneficial owners of the stock held in their names.
Any shares of stock of the Company held in the name of
fiduciaries, custodians, or brokerage houses for the benefit of
their clients may only be voted by the fiduciary, custodian, or
brokerage house itself -- the beneficial owner may not vote the
shares directly and must instruct the person or entity in whose
name the shares are held how to vote the shares held for the
beneficial owner. Therefore, if any shares of stock of the
Company are held in "street name" by a brokerage house, only the
brokerage house, at the instructions of its client, may vote the
shares.
Any person giving a proxy in the form accompanying this
proxy statement has the power to revoke it at any time before its
exercise. The proxy may be revoked by filing with the Secretary
of the Company an instrument of revocation or a duly executed
proxy bearing a later date. The proxy may also be revoked by
affirmatively electing to vote in person while attending the
meeting. However, a shareholder who attends the meeting need not
revoke the proxy and vote in person unless the shareholder wishes
to do so. All valid, unrevoked proxies will be voted at the
annual meeting in accordance with the instructions given.
UPON WRITTEN REQUEST TO JUANITA NELSON, CONTROLLER OF
THE COMPANY, DIRECTED TO THE COMPANY'S OFFICES AT 11802 SE STARK
STREET, P.O. BOX 16595, PORTLAND, OREGON 97216, ANY PERSON WHOSE
PROXY IS SOLICITED BY THIS PROXY STATEMENT WILL BE PROVIDED,
WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES.
<PAGE>2
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The Company's Common Stock is the only outstanding
voting security of the Company. The record date for determining
holders of Common Stock entitled to vote at the annual meeting is
May 19, 1995. On that date there were 1,577,472 shares of Common
Stock outstanding, entitled to one vote per share. The Common
Stock does not have cumulative voting rights.
The following table sets forth certain information
regarding ownership of the Company's Common Stock as of April 30,
1995 by each person known by the Company to own beneficially more
than five percent of the Common Stock and by all directors and
officers as a group:
<TABLE>
<CAPTION>
Amounts and
Name and Address of Nature of Percent of
Beneficial Owner Beneficial Ownership (1) Class
- - ----------------- ------------------------ ----------
<S> <C> <C>
Herman Goldberg 673,000(2) 42.7
2570 SW 106th
Portland, OR 97225
Dale Elmer 179,306(3) 11.4
42580 Stardust Place
Bermuda Dunes, CA 92201
Kalberer Hotel Supply Co. 117,206(4) 7.4
234 NW 5th
Portland, OR 97209
Boyd Coffee Company 83,400 5.3
19730 NE Sandy Boulevard
Portland, OR 97230
All directors and officers 678,000(5) 42.8
(including those listed
above) as a group (three persons)
________________________
<FN>
(1) All shares are held directly with sole voting and
investment power unless otherwise indicated.
(2) Includes 3,000 shares held by Mr. Goldberg's wife.
(3) Shares held in joint tenancy with Mr. Elmer's wife.
(4) Includes 5,000 shares subject to exercisable warrants held
by the estate of August F. Kalberer, formerly Chairman of
the Board and a shareholder of Kalberer Hotel Supply Co.,
and 5,000 shares held by Mrs. Edith Kalberer.
(5) Includes 5,000 shares subject to exercisable warrants held
by directors and officers and 3,000 shares held by a
spouse of a director and officer.
</TABLE>
<PAGE>3
ELECTION OF DIRECTORS
The directors of the Company are elected at the
annual meeting to serve until the next annual meeting of
shareholders and until their respective successors are elected
and qualified. The nominees for director are listed below,
along with certain information about each of them. Two of the
three nominees are currently directors of the Company.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned
on April 30, 1995 (1)
Principal Occupation and ----------------------------
Name Position with the Company Age Number Percent
- - ---- ------------------------- --- ------ -------
<S> <C> <C> <C> <C>
Herman Goldberg Chairman of the Board of 70 673,000(2) 42.7
Directors, President, and
Chief Executive Officer
Paul Welch Owner of two Elmer's Pancake 67 5,000(3) 0.3
& Steak House Restaurants
Zadoc (Zed) Advertising Director 69 0 --
Merrill
______________________
<FN>
(1) All shares are held directly with sole voting and
investment power unless otherwise indicated.
(2) See "Voting Securities and Principal Shareholders."
(3) Represents 5,000 shares subject to exercisable warrants.
</TABLE>
Each of the director nominees has been engaged in his
present occupation for at least the last five years.
The Board of Directors met three times during the
last fiscal year. Each director attended at least 75 percent
of the meetings of the Board of Directors. There are no audit,
nominating, or compensation committees of the Board of
Directors, or committees performing similar functions.
Directors are not paid any director's fee. See "COMPENSATION--
Compensation of Directors."
The proxies will be voted with respect to the
election of the nominees in accordance with the instructions
specified in the proxy form. If no instructions are given,
proxies will be voted for the election of the nominees. If any
nominee is not available as a candidate for director, the
number of directors constituting the Board of Directors may be
reduced prior to the annual meeting or the proxies may be voted
<PAGE>4
for such other candidate or candidates nominated by the Board
of Directors, in accordance with the authority conferred in the
proxy.
COMPENSATION
EXECUTIVE COMPENSATION
Compensation Summary. The following table sets
forth, for the Chief Executive Officer of the Company, all
compensation paid or accrued for services rendered in all
capacities during the fiscal year ended March 31, 1995. No
other officer was paid or accrued compensation in excess of
$100,000 in fiscal 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and Principal Position 1994 Annual Compensation
- - --------------------------- ------------------------
Salary Bonus
------ -----
<S> <C> <C>
Herman Goldberg,
Chairman of the Board,
President, and Chief $120,000 $40,641(1)
Executive Officer
______________________
<FN>
(1) Represents amount paid under employment agreement which
provides Mr. Goldberg with incentive compensation equal to
ten percent of the Company's annual pre-tax earnings over
$200,000. See "President's Employment Agreement."
</TABLE>
PRESIDENT'S EMPLOYMENT AGREEMENT
The Company has entered into an employment agreement
with Herman Goldberg to serve as Chairman of the Board,
President, and Chief Executive Officer of the Company until
May 30, 1999. Mr. Goldberg's annual base salary under the
agreement is $120,000. The Company may terminate the agreement
at any time. If the Company terminates Mr. Goldberg's
employment without cause, he is entitled to compensation for
the remainder of the term. In the event of death or
disability, Mr. Goldberg or his estate would continue to
receive the base salary until the earlier of two years from the
date of such death or disability or May 30, 1999, reduced by
any amounts paid to Mr. Goldberg's wife in her capacity as an
employee of the Company for such period.
In November 1988, the Board of Directors authorized
incentive compensation for the Company's Chief Executive
Officer equal to ten percent of the Company's annual earnings
above $200,000 (before tax and the incentive payment).
<PAGE>5
COMPENSATION OF DIRECTORS
Directors are not compensated for service on the
Company's Board of Directors. Directors are reimbursed for
out-of-pocket expenses incurred in attending board meetings.
Dale Elmer, a former director of the Company who
resigned as director effective December 20, 1994, and members
of his family lease office space to the Company. In fiscal
1995, the Company paid a total of $32,836 under this lease.
See "CERTAIN TRANSACTIONS."
Paul Welch, a director and Secretary of the Company,
is a franchisee of the Company and in fiscal 1995 paid
franchise fees of $64,414. See "CERTAIN TRANSACTIONS."
CERTAIN TRANSACTIONS
In connection with the acquisition of Elmer's
Pancake & Steak House, Inc. in 1984, the Company entered into
employment agreements with certain members of the Elmer family.
One of these agreements remains in effect, and during fiscal
1995 $15,000 was paid to Walter and Dorothy Elmer under that
agreement.
The Company leases its headquarters office building
from Dale Elmer, a former director of the Company, and members
of his family. Lease payments averaged $2,736 per month and
totaled $32,836 for the last fiscal year. The lease expired on
November 30, 1994.
In July 1994, the Company repurchased 50,000 shares
of Common Stock from Mr. Elmer for a total purchase price of
$75,000.
Paul Welch, a director of the Company, has operated
an Elmer's restaurant in Vancouver, Washington since 1978.
Mr. Welch pays a franchise royalty fee to the Company of two
percent of gross sales. During the last fiscal year, $64,414
was paid to the Company under this franchise agreement.
In May 1993, Mr. Welch paid $500 to the Company for
an option to open two additional franchised restaurants in the
Vancouver, Washington area. Under a franchise agreement with
the Company, Mr. Welch will pay the Company two percent of
gross sales of each of the restaurants.
Kalberer Hotel Supply Co. ("Kalberer Co.") is the
supplier of substantially all of the restaurant equipment used
in the restaurants owned by the Company and its franchisees.
Although the Company does not require franchisees to purchase
their equipment from Kalberer Co., in the past most franchisees
have done so. During the last fiscal year, a total of $188,828
was paid by the Company to Kalberer Co.
<PAGE>6
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934
("Section 16(a)") requires the Company's executive officers,
directors, and persons who own more than ten percent of Company
Common Stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC").
SEC regulations require that persons filing these reports
furnish copies to the Company. Based solely on a review of the
copies of the reports received by the Company and on written
representations of certain reporting persons, the Company
believes Dale Elmer, a former director of the Company who
resigned as director effective December 20, 1994, failed to
file one change of ownership report on Form 4 required by
Section 16(a) on a timely basis during the fiscal year ended
March 31, 1995.
INDEPENDENT AUDITORS
The Board of Directors has selected Coopers & Lybrand
L.L.P. as the Company's independent auditors for the current
fiscal year. Representatives of Coopers & Lybrand L.L.P. will
be present at the annual meeting, will have the opportunity to
make a statement if they so desire, and will be available to
respond to appropriate questions.
DISCRETIONARY AUTHORITY
While the Notice of Annual Meeting of Shareholders
provides for transaction of any business that properly comes
before the meeting, the Board of Directors has no knowledge of
any matters to be presented at the meeting other than those
referred to herein. The enclosed proxy, however, gives
discretionary authority if any other matters are presented.
SHAREHOLDER PROPOSALS
Any shareholder proposals to be considered for
inclusion in proxy material for the Company's 1996 annual
meeting must be received at the principal executive offices of
the Company not later than February 4, 1996.
By Order of the Board of Directors
Paul Welch
Secretary
June 9, 1995
<PAGE>7
PROXY
ELMER'S RESTAURANTS, INC.
Annual Meeting, July 12, 1995
PROXY SOLICITED BY BOARD OF DIRECTORS
PLEASE SIGN AND RETURN THIS PROXY
The undersigned hereby appoints Herman Goldberg, Paul Welch and
Zadoc (Zed) Merrill, and each of them, proxies with power of
substitution to vote on behalf of the undersigned all shares
which the undersigned may be entitled to vote at the annual
meeting of shareholders of Elmer's Restaurants, Inc. (the
"Company") on July 12, 1995 and any adjournments thereof, with
all powers that the undersigned would possess if personally
present, with respect to the following:
<TABLE>
<CAPTION>
<S> <C> <C>
1. Election of Directors / / FOR all nominees / / WITHHOLD AUTHORITY
EXCEPT AS MARKED TO VOTE FOR ALL
TO THE CONTRARY BELOW. NOMINEES LISTED BELOW.
</TABLE>
(Instructions: To withhold authority to vote for any individual strike a
line through the nominee's name below.)
Herman Goldberg, Paul Welch, Zadoc (Zed) Merrill
2. Transaction of any business that properly comes before the
meeting or any adjournments thereof. A majority of the proxies
or substitutes at the meeting may exercise all the powers
granted hereby.
(Continued and to be signed on the other side.)
The shares represented by this proxy will be voted as
specified on the reverse hereof, but if no specification
is made, this proxy will be voted for the election of
directors. THE PROXIES MAY VOTE IN THEIR DISCRETION AS TO
OTHER MATTERS WHICH MAY COME BEFORE THIS MEETING.
Shares:
P Date: _____________________, 1995
R
0
X _________________________________
Y Signature or Signatures
Please date and sign as name is
imprinted hereon, including
designation as executor, trustee,
etc., if applicable. A corporation
must sign its name by the president or
other authorized officer.
The Annual Meeting of Shareholders of
Elmer's Restaurants, Inc. will be held
on Wednesday, July 12, 1995, at 2:30
p.m., Mountain Daylight Time, at
Elmer's Pancake & Steak House, 1385
Capitol Boulevard, Boise, Idaho 83706.
Please Note: Any shares of stock of the Company held in the name of
fiduciaries, custodians or brokerage houses for the benefit of their
clients may only be voted by the fiduciary, custodian or brokerage
house itself--the beneficial owner may not directly vote or appoint
a proxy to vote the shares and must instruct the person or entity in
whose name the shares are held how to vote the shares held for the
beneficial owner. Therefore, if any shares of stock of the Company
are held in "street name" by a brokerage house, only the brokerage
house, at the instructions of its client, may vote or appoint a
proxy to vote the shares.
