SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the 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)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: Set forth the amount on which
the filing fee is calculated and state how it was determined.
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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.
[ ] 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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<PAGE>
ELMER'S RESTAURANTS, INC.
Notice of Annual Meeting of Shareholders
July 16, 1997
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 July 16, 1997, 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 May 21, 1997 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 25, 1997
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
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PROXY STATEMENT
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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 16, 1997. 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. The
approximate date this proxy statement and the accompanying proxy form are first
being sent to shareholders is June 25, 1997.
Upon written request to Juanita Nelson, Controller of the Company, directed
to the Company's offices at P.O. Box 16938, Portland, Oregon 97292-0938, 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 May 21, 1997. On that date there were 1,404,686
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 May 21, 1997 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>
Anita Goldberg 673,000 47.9
2570 SW 106th
Portland, OR 97225
Dale Elmer 76,077(2) 5.4
42580 Stardust Place
Bermuda Dunes, CA 92201
Kalberer Hotel Supply Co. 116,039(3) 8.3
234 NW 5th
Portland, OR 97209
Boyd Coffee Company 83,400 5.9
19730 NE Sandy Boulevard
Portland, OR 97230
All directors and officers 705,000 50.2
(including those listed
above) as a group (four persons)
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<FN>
(1) All shares are held directly with sole voting and investment power unless
otherwise indicated.
(2) Shares held in joint tenancy with Mr. Elmer's wife.
(3) Includes 3,833 shares held by Mr. Philip Kalberer and 5,000 shares held by
Mrs. Edith Kalberer.
</FN>
</TABLE>
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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 four
nominees are currently directors of the Company.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned
on May 21, 1997 (1)
Principal Occupation or -------------------
Name Position with the Company Age Number Percent
- ---- ------------------------- --- ------ -------
<S> <C> <C> <C> <C>
Anita Goldberg President 68 673,000 47.9
Paul Welch Owner of two Elmer's Pancake & 69 0 --
Steak House Restaurants
Zadoc (Zed) Merrill Advertising Director 70 0 --
Rudolph (Rudy) Mazurosky President and Publisher of 63 32,000 2.3
Prime Publishers, Inc.
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<FN>
(1) All shares are held directly with sole voting and investment power unless
otherwise indicated.
</FN>
</TABLE>
Anita Goldberg was appointed President and elected to the Board of
Directors in June 1996 and prior to that served as Director of Franchising for
the Company since September 1984. Rudolph Mazurosky is Anita Goldberg's brother
and since 1980 has been President and Publisher of Prime Publishers, Inc., a
newspaper publishing company that is unaffiliated with the Company. Each of the
other director nominees has been engaged in their present occupation for at
least the last five years.
The Board of Directors met 6 times during the last fiscal year. Each
director, except for Rudolph Mazurosky who was not a director during the last
fiscal year, attended all 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
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<PAGE>
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.
Directors are elected by a plurality of the votes cast by holders of the
shares entitled to vote at the Annual Meeting if a quorum is present.
Abstentions are counted for purposes of determining whether a quorum exists at
the Annual Meeting, but have no effect in the determination of whether a
plurality exists with respect to a given nominee.
COMPENSATION
Executive Compensation
Compensation Summary. The following table sets forth, for the President of
the Company, all compensation paid or accrued for services rendered in all
capacities during the fiscal year ended March 31, 1997. No other officer was
paid or accrued compensation in excess of $100,000 in fiscal 1997.
Summary Compensation Table
Name and Principal Position Fiscal 1997 Annual Compensation
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Salary Bonus
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Anita Goldberg, $120,000 --
President
President's Employment Agreement
The Company entered into an employment agreement with Herman Goldberg,
Anita Goldberg's late husband, 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, Anita Goldberg will continue to receive the base salary until May 1998,
reduced by any amounts paid to her in her capacity as an employee of the Company
for such period.
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.
Paul Welch, a director and Secretary of the Company, is a franchisee of the
Company and in fiscal 1997 had franchise fees, both paid and owed, of $76,677.
See "Certain Transactions."
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CERTAIN TRANSACTIONS
Paul Welch, a director of the Company, operates two Elmer's restaurants in
Vancouver, Washington, one since 1978 and the other since 1994. Under a
franchise agreement with the Company, Mr. Welch pays the Company a franchise
royalty fee of two percent of gross sales of each of the restaurants. During the
last fiscal year, $76,677 was accrued to the Company under this franchise
agreement. Mr. Welch paid the Company $6,797.12 of this amount, with the
remainder to be paid by two promissory notes, one in the amount of $35,787.04
for the Mill Plain restaurant and the other in the amount of $34,092.84 for the
Andresen restaurant.
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 $128,200 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. During the last
fiscal year, a total of $273,278 was paid by the Company to Boyd's.
The Company is party to a contract with Dale Elmer, dated as of February
13, 1997, pursuant to which the Company agreed to purchase 152,153 shares of the
Company's Common Stock from Mr. Elmer for $273,875.40. Half of the shares were
purchased in fiscal 1997, with the remainder to be purchased in fiscal 1998. At
the time the contract was entered, Mr. Elmer beneficially owned greater than ten
percent of the Company's Common Stock.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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.
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.
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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 1998 annual meeting must be received at the principal
executive offices of the Company not later than February 6, 1998.
By Order of the Board of Directors
Paul Welch
Secretary
June 25, 1997
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<PAGE>
PROXY
ELMER'S RESTAURANTS, INC.
Annual Meeting, July 16, 1997
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 July 16, 1997 and any adjournments thereof, with all powers that the
undersigned would possess if personally present, with respect to the following:
1. Election of Directors
[ ] [ ]
FOR all nominees WITHHOLD AUTHORITY
except as marked to vote for all
to the contrary below. nominees listed below.
(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, Rudolph Mazurosky
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.)
<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:_______________________________________, 1997
P
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
16, 1997, 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.
