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.
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(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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
ELMER'S RESTAURANTS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 26, 1996
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, 2000
Biddle Road, Medford, Oregon 97501, on September 26, 1996, at 2:30 p.m.,
Pacific 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 August 16,
1996 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
August 19, 1996
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
------------
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 September 26, 1996. 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>
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 August 16, 1996. On that date
there were 1,499,263 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 August 16, 1996 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: Amounts and Name and Address
of Nature of Percent of Beneficial Owner Beneficial Ownership (1) Class
<TABLE>
<CAPTION>
Amounts and
Name and Address of Nature of Percent of
Beneficial Owner Beneficial Ownership (1) Class
- ------------------- ------------------------ ----------
<S> <C> <C>
Anita Goldberg 673,000(2) 44.9
2570 SW 106th
Portland, OR 97225
Dale Elmer 152,153(3) 10.1
42580 Stardust Place
Bermuda Dunes, CA 92201
Kalberer Hotel Supply Co. 112,206(4) 7.8
234 NW 5th
Portland, OR 97209
Boyd Coffee Company 83,400 5.6
19730 NE Sandy Boulevard
Portland, OR 97230
All directors and officers 673,000(2) 45.1
(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 500,000 shares held by the estate of Herman Goldberg,
who was Ms. Goldberg's husband.
(3) Shares held in joint tenancy with Mr. Elmer's wife.
(4) Includes 5,000 shares held by Mrs. Edith Kalberer.
</FN>
</TABLE>
2
<PAGE>
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. All of
the three nominees are currently directors of the Company.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned
on August 16, 1996 (1)
Principal Occupation and -----------------------------
Name Position with the Company Age Number Percent
- ---- ------------------------- --- ------ -------
<S> <C> <C> <C> <C>
Anita Goldberg President and Director of 67 673,000(2) 44.9
Franchising
Paul Welch Owner of two Elmer's Pancake & 68 0 --
Steak House Restaurants
Zadoc (Zed) Merrill Advertising Director 70 0 --
- -----------------
<FN>
(1) All shares are held directly with sole voting and investment
power unless otherwise indicated.
(2) See "Voting Securities and Principal Shareholders."
</FN>
</TABLE>
Anita Goldberg was appointed President and elected to the Board of
Directors in June 1996 and has served as Director of Franchising for the
Company since September 1984. Each of the other director nominees has been
engaged in his present occupation for at least the last five years.
The Board of Directors met two times during the last fiscal year. Each
director attended both 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 for such other
candidate or candidates nominated by the Board of Directors, in accordance
with the authority conferred in the proxy.
3
<PAGE>
COMPENSATION
EXECUTIVE COMPENSATION
Compensation Summary. The following table sets forth, for the former
Chief Executive Officer of the Company, all compensation paid or accrued
for services rendered in all capacities during the fiscal year ended March
31, 1996. No other officer was paid or accrued compensation in excess of
$100,000 in fiscal 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Name and Principal Position Fiscal 1996 Annual Compensation
- --------------------------- -------------------------------
Salary Bonus
------ -----
<S> <C> <C>
Herman Goldberg, $120,000 $36,680(2)
Chairman of the Board,
President, and Chief
Executive Officer
- -----------------
<FN>
(1) Mr. Goldberg served as Chairman of the Board, President and Chief
Executive Officer until his death in May 1996.
(2) Represents amount paid under employment agreement which provided
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."
</FN>
</TABLE>
PRESIDENT'S EMPLOYMENT AGREEMENT
The Company 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 was $120,000. As a result of Mr. Goldberg's death, Mr.
Goldberg's estate will continue to receive the base salary until May 1998,
reduced by any amounts paid to Anita Goldberg 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).
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.
4
<PAGE>
Paul Welch, a director and Secretary of the Company, is a franchisee
of the Company and in fiscal 1996 paid franchise fees of $75,213. See
"Certain Transactions."
CERTAIN TRANSACTIONS
Paul Welch, a director of the Company, operates two Elmer's restaurant
in Vancouver, Washington, one since 1978 and the other since 1994. Mr.
Welch pays a franchise royalty fee to the Company of two percent of gross
sales. Under a franchise agreement with the Company, Mr. Welch pays the
Company two percent of gross sales of each of the restaurants. During the
last fiscal year, $75213 was paid to the Company under this franchise
agreement.
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 $214,841
was paid by the Company to Kalberer Co.
Boyd Coffee Company ("Boyd's") supplies coffee and related supplies to
a number of restaurants owned by the Company and its franchisees. The
Company requires franchisees to serve Boyd's Blend Coffee in each
restaurant. During the last fiscal year, a total of $269,111 was paid by
the Company to Boyd's.
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 that all Section 16(a) filing
requirements applicable to its executive officers and directors have been
complied with, except as follows: Mr. Dale Elmer filed one late report on
Form 4 and Mr. Merrill filed one late report on Form 3.
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.
5
<PAGE>
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 1997 annual meeting must be received at the
principal executive offices of the Company not later than February 7, 1997.
By Order of the Board of Directors
Paul Welch
Secretary
August 19, 1996
6
<PAGE>
PROXY
ELMER'S RESTAURANTS, INC.
Annual Meeting, September 26, 1996
PROXY SOLICITED BY BOARD OF DIRECTORS
PLEASE SIGN AND RETURN THIS PROXY
The undersigned hereby appoints Anita 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 September 26, 1996 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.)
Anita 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.)
7
<PAGE>
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:
Date: ________________________, 1996
P
R
0
X ____________________________________
Y Signature of 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 Thursday, September 26,
1996, at 2:30 p.m., Pacific
Daylight Time, at Elmer's
Pancake & Steak House, 2000
Biddle Road, Medford, Oregon
97501.
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.
8
