11 0174881.03
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
Under the Securities Exchange Act of 1934
.................ELMER'S RESTAURANTS, INC..............
(Name of Issuer)
..............Common Stock, no par value...............
(Title of Class of Securities)
...........................5812........................
(CUSIP Number)
CBW Inc., 140 E. Fifth Avenue, Suite A
Eugene, Oregon 97401
Attn: Bruce Davis, President, (541) 465-3966
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
...................August 25, 1998.....................
(Date of Event which Requires Filing of this Statement)
<PAGE>
CUSIP No. .5812
1) Names of Reporting Persons I.R.S.
Identification Nos. of Above Persons (entities
only) CBW INC. - 91-1818182
2) Check the Appropriate Box if a Member of a
Group (See Instructions)
(a)
(b) X
3) SEC Use Only
4) Source of Funds (See Instructions) 00.
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) . N/A.
6) Citizenship or Place of Organization Oregon.
Number of Shares (7) Sole Voting Power 705,000 (53.8%)
Beneficially (8) Shared Voting Power 705,000 (53.8%)
Owned
by Each Reporting (9) Sole Dispositive Power 705,000 (53.8%)
Person With (10) Shared Dispositive Power 705,000 (53.8%)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person 705,000 (53.8%)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
13) Percent of Class Represented by Amount in Row
(11) 53.8%
14) Type of Reporting Person (See Instructions).
CO.
<PAGE>
CUSIP No. .5812
1) Names of Reporting Persons I.R.S.
Identification Nos. of Above Persons
(entities only) Bruce N. Davis
2) Check the Appropriate Box if a Member of
a Group (See Instructions)
(a)
(b) X
3) SEC Use Only
4) Source of Funds (See Instructions) 00
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) N/A
6) Citizenship or Place of Organization
Oregon
Number of (7) Sole Voting Power 705,400 (53.8%)
Shares
Beneficially (8) Shared Voting Power 705,400 (53.8%)
Owned
by Each (9) Sole Dispositive Power 705,400
Reporting (53.8%)
Person With (10) Shared Dispositive Power 705,400
(53.8%)
11) Aggregate Amount Beneficially Owned by
Each Reporting Person 705,400 (53.8%)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in
Row (11) 53.8%
14) Type of Reporting Person (See
Instructions). IN
<PAGE>
CUSIP No. 5812
1) Names of Reporting Persons I.R.S.
Identification Nos. of Above Persons
(entities only) William W. Service
2) Check the Appropriate Box if a Member of
a Group (See Instructions)
(a)
(b) X
3) SEC Use Only
4) Source of Funds (See Instructions) 00
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) N/A
6) Citizenship or Place of Organization
Oregon
Number of (7) Sole Voting Power 705,400 (53.8%)
Shares
Beneficially (8) Shared Voting Power 705,400 (53.8%)
Owned
by Each (9) Sole Dispositive Power 705,400
Reporting (53.8%)
Person With (10) Shared Dispositive Power 705,400
(53.8%)
11) Aggregate Amount Beneficially Owned by
Each Reporting Person 705,400 (53.8%)
12) Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount
in Row (11) 53.8%
14) Type of Reporting Person (See
Instructions). IN
<PAGE>
CUSIP No. .5812
1) Names of Reporting Persons I.R.S.
Identification Nos. of Above Persons
(entities only) Corydon H. Jensen
2) Check the Appropriate Box if a Member of
a Group (See Instructions)
(a)
(b) X
3) SEC Use Only
4) Source of Funds (See Instructions) 00
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) N/A
6) Citizenship or Place of Organization
Oregon
Number of (7) Sole Voting Power 705,000 (53.8%)
Shares
Beneficially (8) Shared Voting Power 705,000 (53.8%)
Owned
by Each (9) Sole Dispositive Power 705,000
Reporting (53.8%)
Person With (10) Shared Dispositive Power 705,000
(53.8%)
11) Aggregate Amount Beneficially Owned by
Each Reporting Person 705,000 (53.8%)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in
Row (11) 53.8%
14) Type of Reporting Person (See
Instructions). IN
<PAGE>
CUSIP No. .5812
1) Names of Reporting Persons I.R.S.
Identification Nos. of Above Persons
(entities only) Thomas C. Connor
2) Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
(b) X
3) SEC Use Only
4) Source of Funds (See Instructions) 00
5) Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items 2(d) or 2(e) N/A.
6) Citizenship or Place of Organization
Oregon
Number of (7) Sole Voting Power 705,000 (53.8%)
Shares
Beneficially (8) Shared Voting Power 705,000 (53.8%)
Owned
by Each (9) Sole Dispositive Power 705,000
Reporting (53.8%)
Person With (10) Shared Dispositive Power 705,000
(53.8%)
11) Aggregate Amount Beneficially Owned by
Each Reporting Person 705,000 (53.8%)
12) Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount
in Row (11) 53.8%
14) Type of Reporting Person (See
Instructions). IN
<PAGE>
CUSIP No. .5812
1) Names of Reporting Persons I.R.S.
Identification Nos. of Above Persons
(entities only) Donald Woolley
2) Check the Appropriate Box if a Member of
a Group (See Instructions)
(a)
(b) X
3) SEC Use Only
4) Source of Funds (See Instructions) 00
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) N/A.
6) Citizenship or Place of Organization
Oregon
Number of (7) Sole Voting Power 705,000 (53.8%)
Shares
Beneficially (8) Shared Voting Power 705,000 (53.8%)
Owned
by Each (9) Sole Dispositive Power 705,000
Reporting (53.8%)
Person With (10) Shared Dispositive Power 705,000
(53.8%)
11) Aggregate Amount Beneficially Owned by
Each Reporting Person
705,000 (53.8%)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in
Row (11) 53.8%
14) Type of Reporting Person (See
Instructions). IN
<PAGE>
CUSIP No. .5812
1) Names of Reporting Persons I.R.S.
Identification Nos. of Above Persons
(entities only) Linda E. Bolton
2) Check the Appropriate Box if a Member of
a Group (See Instructions)
(a)
(b) X
3) SEC Use Only
4) Source of Funds (See Instructions) 00
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) N/A
6) Citizenship or Place of Organization
Oregon
Number of (7) Sole Voting Power 705,000 (53.8%)
Shares
Beneficially (8) Shared Voting Power 705,000 (53.8%)
Owned
by Each (9) Sole Dispositive Power 705,000
Reporting (53.8%)
Person With (10) Shared Dispositive Power 705,000
(53.8%)
11) Aggregate Amount Beneficially Owned by
Each Reporting Person
705,000 (53.8%)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in
Row (11) 53.8%
14) Type of Reporting Person (See
Instructions). IN
<PAGE>
Item 1. Security and Issuer
(a) Class of Security: Common Stock
(b) Name and Address of Principal Executive Offices of Issuer:
Elmer's Restaurants, Inc.
11802 S.E. Stark
Portland, Oregon 97216
Item 2. Identity and Background.
(i) Reporting Person -- CBW Inc.*
(a) Name: CBW Inc., an Oregon corporation
(b) Address: 140 E. Fifth Avenue, Suite A, Eugene, Oregon 97401
(c) Employment: N/A
(d) Convictions: CBW Inc. has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Proceedings: CBW Inc. has not, during the last five years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding, been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship: N/A
(ii) Director and Executive Officer of CBW -- Bruce N. Davis
(a) Name: Bruce N. Davis
(b) Address: 140 E. Fifth Avenue, Suite A, Eugene, Oregon 97401
<PAGE>
(c) Employment: President, CBW Inc. (restaurant business), 140
E. Fifth Avenue, Suite A, Eugene, Oregon 97401
(d) Convictions: Bruce Davis has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Proceedings: Bruce Davis has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding, been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship: U.S.
(iii) Director and Executive Officer of CBW -- William W.
Service
(a) Name: William W. Service
(b) Address: 1708 Stoney Ridge, Eugene, Oregon 97405
(c) Employment: Chief Executive Officer, CBW Inc. (restaurant
business), 140 E. Fifth Avenue, Suite A, Eugene, Oregon 97401
(d) Convictions: William Service has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Proceedings: William Service has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding, been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship: U.S.
<PAGE>
(iv) Director and Executive Officer of CBW -- Corydon H. Jensen
(a) Name: Corydon H. Jensen
(b) Address: 755 Spyglass, Eugene, Oregon 97401
(c) Employment: President, Station Masters, Inc. (restaurant
business), P.O. Box 10242, Eugene, Oregon 97440
(d) Convictions: Corydon Jensen has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Proceedings: Corydon Jensen has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding, been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship: U.S.
(v) Director of CBW -- Thomas C. Connor
(a) Name: Thomas C. Connor
(b) Address: 4040 Sunridge, Eugene, Oregon 97405
(c) Employment: Real Estate Investor, Connor Enterprises, Inc.
(hospitality/real estate development business), 1655 Franklin,
Eugene, Oregon 97403
(d) Convictions: Thomas Connor has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Proceedings: Thomas Connor has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding, been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
<PAGE>
(f) Citizenship: U.S.
(vi) Director of CBW -- Donald Woolley
(a) Name: Donald Woolley
(b) Address: 1275 Barber Drive, Eugene, Oregon 97405
(c) Employment: Real estate investor, Eagle's View Management
Company, Inc. (real estate development and financing business),
P.O. Box 10638, Eugene, Oregon 97440
(d) Convictions: Donald Woolley has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Proceedings: Donald Woolley has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding, been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship: U.S.
(vii) Director of CBW -- Linda E. Bolton
(a) Name: Linda E. Bolton
(b) Address: 1574 Coburg Road, No. 230, Eugene, Oregon 97401
(c) Employment: Investor (self-employed)
(d) Convictions: Linda Bolton has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Proceedings: Linda Bolton has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
<PAGE>
such proceeding, been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship: U.S.
Item 3. Source and Amount of Funds or Other Consideration.
CBW Inc. ("CBW") acquired 705,000 shares (the "Shares")
of common stock (the "Common Stock") in Elmer's Restaurants, Inc.
(the "Company") from Anita Goldberg and Rudolph Mazurosky
("Sellers") on August 25, 1998 (the "Transaction"). The
consideration paid by CBW for the Shares was $4,504,950. CBW's
financing for its acquisition of the Shares was drawn from two
sources: (1) $600,000 from the purchase by Thomas Connor and
Donald Woolley of shares representing 25% of the issued and
outstanding common stock of CBW and (2) $3,904,950 from a loan to
CBW by Eagle's View Management Company, Inc. ("EVM"). EVM is
affiliated with Donald Woolley and members of his family. The
loan from EVM is for a total of $4,000,000, matures in 21 months,
bears interest at 12% per annum for the first 15 months of the
loan and 15% thereafter, and is secured by a pledge of the
Shares, personal guaranties by all but one of CBW's shareholders,
and a pledge of all outstanding shares of common stock of CBW.
Item 4. Purpose of Transaction.
CBW's purpose in acquiring the Shares is to build on
the Company's strong product and reputation and pursue both
internal and external growth opportunities. The initial focus of
the new Company management team will be on improving the growth
of Company-owned restaurants. In particular, the new management
will seek opportunities to increase food and beverage sales and
margins at Company-owned locations, although no assurances can be
given that these efforts will result in positive growth of sales
and attendant margins. The new management's efforts in attaining
those particular goals are expected to include (1) assessing the
usability of an improved incentive compensation program with
general managers that would maximize employer/employee goal
congruence by tying higher compensation with higher restaurant
earnings, (2) exploring menu pricing strategies with a view to
revamping these where necessary, (3) evaluating opportunities to
expand the daytime and evening trade, (4) evaluating the addition
<PAGE>
of grill capacity to accommodate higher weekend business, and
(5) seeking to increase the video lottery revenues at the
Company-owned locations in Oregon, including adding video lottery
terminal capacity to the Albany and Beaverton locations.
With respect to external growth, the new management
team expects to focus initially on expanding market presence in
the Pacific Northwest, where it believes the Company enjoys its
strongest name identification. Management will consider
exploring new franchising opportunities, possibly including a
smaller, less capital-intensive Elmer's footprint, although no
assurances can be given that this will occur.
The new Company management team is actively evaluating
several acquisition opportunities, although there can be no
assurance that these will occur. An Elmer's franchisee has
expressed interest in selling his restaurant. The Company has a
first right of refusal and is currently in discussions with the
franchisee regarding this sale. Management is also exploring the
acquisition of restaurant properties in Oregon located in
attractive markets along the I-5 corridor which are currently not
served by Elmer's. Although no assurances can be given, CBW
believes that the purchase and retrofit of these establishments
could be less costly than building a new facility and could offer
significant revenue and earnings growth. Management is actively
exploring the acquisition of several non-Elmer's restaurant
chains that would be managed as separate operating divisions,
including CBW's current five deli-style restaurants located in
Eugene, Springfield, and Bend, Oregon. If management elects to
merge CBW into the Company (or otherwise acquire CBW's assets),
the transaction would be submitted for the approval of the
Company's independent directors. A fairness opinion from an
investment banking firm which opines as to the fairness of the
relative valuations of the Company and CBW would be submitted
concurrently.
In connection with the acquisition of the Shares, the
Company's Board of Directors named Thomas Connor ("Connor"),
Bruce Davis ("Davis"), Corydon Jensen ("Jensen"), William Service
("Service), and Donald Woolley ("Woolley") as directors and
appointed Service as Chief Executive Officer, Davis as President,
and Jerry Scott as Vice President. These individuals (other than
Jerry Scott) currently occupy analogous positions with CBW. Two
directors not connected with CBW remain on the Company's Board of
Directors, Anita Goldberg (the former President of the Company)
<PAGE>
and Paul Welch (a Company franchisee). The Board of Directors is
actively seeking another director independent of CBW who would
replace Anita Goldberg as a director.
The new management team intends to consider whether the
Company should institute an employee stock option plan. The
Company formerly adopted a stock option plan, but the plan lapsed
at the end of its initial year term. Management believes that
adoption of a stock option plan may benefit the Company by
providing incentives to Company personnel to improve performance.
Item 5. Interest in Securities of the Issuer.
The following table sets forth information as of
May 20, 1998, retroactively giving effect to the completion of
the Transaction, regarding ownership of the Common Stock by the
persons identified in Item 2 above:
<TABLE>
<C> AMOUNT AND NATURE OF <C> PERCENT
<C> NAME <C> BENEFICIAL OWNERSHIP <C> OF CLASS
<C>(1)
CBW Inc. 705,000 53.8%
Bruce Davis, President and 705,400(2) 53.8%
Director of CBW
William Service, Chief 705,400(2) 53.8%
Executive Officer and
Director of CBW
Corydon Jensen, Director and 705,000(2) 53.8%
Executive Officer of CBW
Thomas Connor, Director of 705,000(2) 53.8%
CBW
Donald Woolley, Director of 705,000(2) 53.8%
CBW
Linda Bolton, Director of CBW 705,000(2) 53.8%
All directors and executive
officers as a group (as of
May 20, 1998, giving
retroactive effect to the 705,800(2) 53.8%
completion of the
Transaction)
</TABLE>
(1) Unless otherwise indicated by footnote, the persons named in
the table have sole voting and investment power with respect
to the shares of Common Stock beneficially owned.
<PAGE>
(2) Includes indirect beneficial ownership of 705,000 shares of
Common Stock owned by CBW. Each of these individuals
disclaims beneficial ownership of shares of Common Stock
owned by CBW.
As described in Item 2 above, the Transaction involved
the purchase by CBW of 705,000 shares of the Common Stock from
Anita Goldberg and Rudolph Mazurosky on August 25, 1998 for price
per share of $6.39 in a private sale effected in Portland,
Oregon.
Item 6. Contracts, Arrangements, Understandings or
Relationships.
CBW acquired the Shares pursuant to a Stock Purchase
Agreement attached as Exhibit 1.
The Company, CBW, and Sellers are the parties to a
Shareholder Agreement, dated as of August 21, 1998 and attached
as Exhibit 2 (the "Shareholder Agreement"). Under the
Shareholder Agreement, CBW is required to use its best efforts to
identify and recruit independent directors and to vote its shares
in order that the greater of (1) 25% of the members of the Board
of Directors or (2) two of such members, are independent
directors. The Shareholder Agreement contains a definition of
"independent director." The Shareholder Agreement also calls on
CBW to use its best efforts to cause the Board of Directors to
form audit and compensation committees, the majority of the
members of each of which shall be independent directors. The
Shareholder Agreement also provides for certain amendments to the
Company's Bylaws to require independent director approval of
various transactions, including all transactions between the
Company and CBW or CBW's affiliates, and to prescribe the duties
of the audit and compensation committees. In addition, the
Shareholder Agreement includes certain indemnities of the Company
by Sellers and CBW with respect to the Transaction.
CBW has obtained a loan in the amount of $4 million
from EVM, an affiliate of Woolley, who is a director of the
Company and of CBW pursuant to an Amended and Restated Loan
Agreement attached (with pertinent exhibits) as Exhibit 3. The
loan from EVM matures in 21 months, bears interest at 12% per
annum for the first 15 months of the loan and 15% thereafter, and
is secured by a pledge of the Shares, joint and several personal
guaranties by all but one of CBW's shareholders, and a pledge of
<PAGE>
all outstanding shares of common stock of CBW. In the event of a
merger between the Company and CBW, the loan would be secured by
the assets of the Company, rather than the collateral that
currently secures the loan. EVM has agreed to subordinate its
loan to up to $3.4 million of first-priority financing in the
event of a merger between the Company and CBW and a concurrent or
subsequent refinancing of the Company's debt. If the Company
elects to pursue such a refinancing, EVM will be granted the
first opportunity to fund the refinancing. If there is a default
under the loan following a merger between the Company and CBW,
EVM has the right to convert to the balance owing to Common Stock
at a conversion price based on the trading price of the Common
Stock for the period immediately preceding the default. Under
the terms of the loan, Davis and Service are required to remain
actively engaged in the management of the borrower.
CBW also acquired $600,000 in funding for the
Transaction in connection with the purchase of shares of common
stock in CBW pursuant to a Stock Purchase Agreement attached as
Exhibit 4.
In connection with the personal guaranty by Linda
Bolton of the EVM loan, Davis, Jensen, and Service have agreed,
jointly and severally, to reimburse Linda Bolton for any
liability she may incur under the guaranty in excess of her
proportionate share of the guaranty liability based on her
relative shareholdings in CBW pursuant to a letter agreement
attached as Exhibit 5. Under a Share Transfer Agreement among
CBW and its shareholders, as amended, attached as Exhibit 8 (the
"Share Transfer Agreement"), each shareholder is required to
reimburse any other shareholder that is liable under a guaranty
of CBW's obligations in proportion to their relative
shareholdings in CBW. This reimbursement obligation is secured
by a pledge of each shareholder's shares in CBW. The Share
Transfer Agreement also includes a right of first refusal with
respect to proposed transfers of shares of CBW. The Share
Transfer Agreement provides that it will apply equally to any
shares of the Company that may be acquired by shareholders of CBW
in the event of a merger between CBW and the Company.
<PAGE>
In connection with the acquisition by Connor and
Woolley of shares of common stock of CBW, two companies
affiliated with CBW that are engaged in the same business as CBW,
Oregon Food Management, Inc. and Jaspers Food Management, Inc.,
agreed that they would limit the expansion of their existing
business pursuant to a letter agreement attached as Exhibit 6.
The shareholders of CBW are parties to an Owner and
Voting Agreement, as amended, attached as Exhibit 7 (the "Owner
and Voting Agreement"). The Owner and Voting Agreement contains
various provisions relating to the election of CBW directors. In
addition, the Owner and Voting Agreement requires the
shareholders of CBW to vote in favor of such transaction if a
merger of the Company and CBW that satisfies certain conditions
is proposed and, in the event of such a merger, calls on the
shareholders to vote any shares of Common Stock that they may
receive in the merger such that (1) Connor, Davis, Jensen,
Service, and Woolley are elected to the Board of Directors of the
Company, as well as such other persons as 80% of these directors
may designate, (2) none of these directors is removed from the
Board of Directors without cause, and (3) the number of directors
of the Company does not exceed eight. In addition, the
shareholders of CBW other than Connor and Woolley may enter into
a voting trust in the event of a merger between the Company and
CBW under which Davis, Jensen, and Service would serve as voting
trustees.
Item 7. Material to be Filed as Exhibits.
(a) Exhibit 1: Stock Purchase Agreement, dated as of July 9,
1998, between Anita Goldberg and Rudolph Mazurosky and CBW Inc.
(b) Exhibit 2: Shareholder Agreement, dated as of August 21,
1998, among Elmer's Restaurants, Inc., CBW Inc., Anita Goldberg,
and Rudolph Mazurosky.
(c) Exhibit 3: Amended and Restated Loan Agreement, dated as of
August 24, 1998, between CBW Inc. and Eagle's View Management
Company, Inc.
(d) Exhibit 4: Stock Purchase Agreement, dated as of July 9,
1998, between CBW Inc. and Thomas Connor and Donald Woolley.
<PAGE>
(e) Exhibit 5: Letter to Linda Bolton, dated as of August 25,
1998, from Bruce Davis, Corydon Jensen, and William Service.
(f) Exhibit 6: Letter to Thomas Connor and Donald Woolley,
dated as of August 25, 1998, from Jaspers Food Management, Inc.
and Oregon Food Management, Inc.
(g) Exhibit 7: Owner and Voting Agreement, dated as of May 22,
1997, among various parties, as amended by a First Amendment to
Owner and Voting Agreement, dated as of July 9, 1998.
(h) Exhibit 8: Share Transfer Agreement, dated as of May 22,
1997, among various parties, as amended by a First Amendment to
Share Transfer Agreement, dated as of August 25, 1998.
(i) Exhibit 9: Agreement dated as of September 3, 1998 among
CBW Inc., Bruce N. Davis, William W. Service, Corydon H. Jensen,
Thomas C. Connor, Donald Woolley, and Linda E. Bolton.
[balance of page left blank intentionally]
<PAGE>
Signature.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete, and correct.
Date: September 3, 1998
/s/_____Bruce N. Davis__________________
Bruce N. Davis, as President of CBW Inc.,
an Oregon corporation
/s/_____Bruce N. Davis__________________
Bruce N. Davis, Director and Executive
Officer of CBW Inc.
/s/_____William W. Service_______________
William W. Service, Director and Executive
Officer of CBW Inc.
/s/_____Corydon H. Jensen________________
Corydon H. Jensen, Director and Executive
Officer of CBW Inc.
/s/_____Thomas C. Connor_________________
Thomas C. Connor, Director of CBW Inc.
/s/_____Donald Woolley___________________
Donald Woolley, Director of CBW Inc.
/s/_____Linda E. Bolton__________________
Linda E. Bolton, Director of CBW Inc.
_______________________________
* This filing is made jointly by CBW Inc., Bruce N. Davis,
William W. Service, Corydon H. Jensen, Thomas C. Connor, Donald
Woolley, and Linda E. Bolton pursuant to an Agreement attached as
Exhibit 9.
