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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended March 31, 1995 or
--------------
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission file number 0-14837
ELMER'S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-0836824
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11802 SE Stark
Portland, Oregon 97216
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (503) 252-1485
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X
No ___ ---
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. _____
Aggregate market value of Common Stock held by
nonaffiliates of the Registrant at May 19, 1995: $1,469,767.
For purposes of this calculation, officers and directors are
considered affiliates.
Number of shares of Common Stock outstanding at
May 19, 1995: 1,577,472.
Documents Incorporated by Reference
-----------------------------------
Part of Form 10-K into
Document which incorporated
- -------- ----------------------
1995 Annual Report to Shareholders Parts II and IV
Proxy Statement for 1995 Annual Meeting Part III
of Shareholders
TABLE OF CONTENTS
-----------------
Item of Form 10-K Page
- ----------------- ----
PART I 1
Item 1 - Business 1
Item 2 - Properties 7
Item 3 - Legal Proceedings 8
Item 4 - Submission of Matters to a Vote
of Security Holders 8
Item 4(a) - Executive Officers of the Registrant 8
PART II 10
Item 5 - Market for the Registrant's Common
Equity and Related Stockholder Matters 10
Item 6 - Selected Financial Data 10
Item 7 - Management's Discussion and Analysis
of Financial Condition and Results of 10
Operations
Item 8 - Financial Statements and Supplementary Data 10
Item 9 - Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 10
PART III 11
Item 10 - Directors and Executive Officers of
the Registrant 11
Item 11 - Executive Compensation 11
Item 12 - Security Ownership of Certain Beneficial
Owners and Management 11
Item 13 - Certain Relationships and Related
Transactions 11
PART IV 12
Item 14 - Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 12
SIGNATURES 15
1
PART I
Item 1. Business
- ------ --------
General
- -------
The Company, located in Portland, Oregon, is a
franchisor and operator of full-service, family-oriented
restaurants under the names "Elmer's Pancake & Steak House" and
"Elmer's Colonial Pancake & Steak House." The Company is an
Oregon corporation and was incorporated in 1983. The Company
owns and operates eleven restaurants and franchises 18
restaurants.
Walter Elmer opened the first Elmer's restaurant in
Portland, Oregon in 1960, and the first franchised restaurant
opened in 1966. The Company acquired the Elmer's franchising
operation in January 1984 from the Elmer family. The Company
franchises 18 restaurants in six Western states. Until August
1986 the Company owned and operated only one restaurant, at the
Delta Park location in Portland, Oregon. Since that time the
Company has constructed two restaurants and has acquired eight
other restaurants formerly operated by franchisees. See
"Company-Owned Restaurants." Company-owned restaurants are
located in the Delta Park section of Portland, Oregon;
Beaverton, Gresham, Hillsboro, Medford, Albany and Grants Pass,
Oregon; Palm Springs, California; Boise, Idaho; and Tacoma and
Lynnwood, Washington.
Elmer's Pancake & Steak House
- -----------------------------
Restaurant Format and Menu The Company franchises
--------------------------
or operates a total of 29 full-service, family-oriented
restaurants, with a warm, friendly atmosphere and comfortable
furnishings. Most of the restaurants are decorated in a
colonial style with fireplaces in the dining rooms. They are
free standing buildings, ranging in size from 4,600 to
approximately 8,000 square feet with seating capacities ranging
from 120 to 220. A portion of the dining room in most
restaurants may also be used for private group meetings by
closing it off from the public dining areas. Thirteen of the
restaurants have a lounge with a seating capacity ranging from
15 to 75. The normal hours of operation are from 6 a.m. to 10
or 11 p.m. and to 12 midnight on weekends in restaurants with
lounges.
Each restaurant offers full service, with a host
or hostess to seat guests and handle payments, wait staff to
take and serve orders, and additional personnel to clear and
reset tables.
2
The menu offers an extensive selection of items for
breakfast, lunch, and dinner. The Elmer's breakfast menu,
which is available all day, contains a wide variety of
selections with particular emphasis on pancakes, waffles,
omelettes, crepes, and other popular breakfast items. Each
Elmer's restaurant makes all its breakfast batters and compotes
from scratch and prepares its fruit sauces with fresh fruits
when in season. The lunch menu includes soups made from
scratch, french dips, hamburgers, and sandwiches. Customers at
dinner may choose among steak, seafood, chicken, and, in most
restaurants, filet mignon and prime rib. While most menu
selections are standard to all Elmer's restaurants, restaurants
in different areas include on their menus selections that
appeal to local preferences. Breakfast and lunch selections
generally range in price from $1.85 to $7.25; dinner selections
generally range in price from $5.50 to $11.75. A special
children's menu is offered in most restaurants.
Franchise Operations
- --------------------
Under a franchise agreement a franchisor grants
to a franchisee the right to operate a business in a manner
developed by the franchisor. The franchisee owns the
franchised operation independently from the franchisor and, in
effect, buys the right to use the franchisor's name, format,
and operational procedures. Franchisees benefit from a common
identification, standardized products, and the business
reputation and services that a franchisor may provide, such as
group advertising, management services, product enhancements,
and group buying programs. The franchisor is able to
capitalize on its business concept without, in many cases,
having to invest substantial capital for expanded operations.
Existing Franchisees The existing franchise
--------------------
agreements grant to franchisees the right to operate an
Elmer's restaurant in one specific location for 25 years,
renewable generally for an additional 25-year period. When
they entered into franchising agreements, the existing
franchisees paid initial franchise fees of up to $25,000 plus
additional fees of up to $10,000 if the restaurant had a lounge
serving alcoholic beverages. They pay monthly franchise
royalty fees ranging from one to four percent of the gross
revenues of their restaurants. All but two restaurants must
contribute one percent of gross revenues to a common
advertising pool if required to do so by the Company.
Prospective Franchisees Prospective new franchisees
-----------------------
will pay an initial franchise fee of $35,000. Initial
franchise fees are payable in cash at the execution of the
franchise agreement. Existing franchisees opening new
franchised restaurants may pay a lower initial franchise fee
than new franchisees. For new franchisees, the monthly
3
franchise royalty fee will be four percent of the gross
revenues of the restaurant, with a minimum monthly fee of $500.
A monthly advertising contribution equal to one percent of the
gross revenues of the restaurant will be assessed. The Company
has executed only two franchise agreements involving new
franchisees since instituting the four percent royalty fee in
March 1986, but management believes the fee is competitive with
other similar restaurant franchise royalty fees and is
appropriate in light of the Company's franchise services. It
has been the practice of the Company in recent years to permit
existing franchisees to open new franchises under the royalty
rate that applied to the existing franchises owned by that
franchise. See "Services to Franchisees."
A prospective franchisee who assumes operation of a
previously unsuccessful franchised restaurant may be offered a
reduced initial franchise fee, deferred payment of the
franchise fee, or other concessions the Company deems
appropriate. Pursuant to certain area franchise agreements,
the Company will receive reduced initial franchise fees and
monthly royalty fees from additional restaurants that may be
opened in the areas covered by those agreements. See "Area
Franchise Agreements." In connection with the acquisition of
the Elmer's franchising operation in 1984, the Company also
granted Dale Elmer, a former director of the Company, and
members of the Elmer family the right to operate a total of
three additional restaurants at a franchise royalty fee of two
percent; no restaurants are being operated on this basis.
Management estimates that construction costs for
the standard free-standing building range from approximately
$860,000 to $1,060,000, with actual costs dependent upon local
building requirements and construction conditions, and further
based on configuration and parking requirements. The cost of
the land may vary considerably depending upon the quality and
size of the site, surrounding population density and other
factors. The cost of leasehold improvements and restaurant
equipment, including kitchen equipment, furniture, and trade
fixtures, is estimated by management to range from
approximately $375,000 to $500,000. Inventory and
miscellaneous items such as paper goods, food, janitorial
supplies, and other small wares are estimated initially to cost
between approximately $68,300 and $107,500.
There is no typical elapsed time from the signing of
a franchise agreement until a restaurant is open for business,
although it normally takes 120 days from the receipt of the
building permits to construct a new restaurant facility. Most
restaurants have opened within 12 months of the date of signing
the franchise agreement. Franchisees bear all costs associated
with the development and construction of their restaurants.
4
The Company has added three franchises since August
1987. The last currently operating franchise was added in
November 1994.
Area Franchise Agreements Under previous management,
-------------------------
the Elmer's franchising operation granted exclusive area
franchise agreements, whereby independent entities obtained the
exclusive rights to develop Elmer's restaurants within their
respective areas. Areas covered by these agreements are
Clackamas County, Oregon; Vancouver, Washington; Idaho; and
Montana. The area franchise agreements require the area
franchisee to share with the Company the initial fees and the
franchise royalty fees for each new restaurant in the area.
The Company's share of the initial fees ranges from $2,500 to
$12,500 per restaurant, and its share of the franchise royalty
fees ranges from one to two percent of gross revenues per
restaurant. There are currently two restaurants covered by
area franchise agreements. Under the area franchise
agreements, the Company reserves the right to approve each new
restaurant franchisee. The area franchise agreements hinder or
preclude the Company from opening Company-owned or franchised
restaurants in the areas covered by the agreements. The
Company is not seeking to grant these agreements in the future.
Services to Franchisees The Company makes
-----------------------
available to its franchisees various programs and materials.
The Company provides several manuals to assist franchisees in
ongoing operations, including a comprehensive operations manual
describing kitchen operations, floor operations, personnel
management, job descriptions, and other matters. The Company
has prepared a recipe book for franchisees and maintains a
complete file of menus from all franchised restaurants. The
Company has also prepared a personnel handbook for its Company-
owned restaurants. The Company has developed and maintains a
menu cost-control program and a labor cost-control program at
each of its Company-owned restaurants and has developed and
implemented a training manual and programs for all positions
within the restaurant.
The Company provides both formal and informal ongoing
training. At least one two-day seminar is scheduled each year.
At the seminars, franchisees attend lectures by Company
personnel and guest speakers from the industry as well as
participate in group workshops discussing such topics as cost
control, promotion and food presentation.
The Company provides each franchisee with
specifications for menu items selected by the franchisee for
inclusion on restaurant menus. The Company, however, sells
no food items or like products to the franchisees, except for
certain minor supplies such as guest checks, gift certificates,
and children's menus. The Company does not require franchisees
5
to purchase products from designated or approved sources, other
than requiring that Boyd's Blend Coffee be served in each
restaurant. The Company, however, coordinates franchisees'
purchases to obtain volume discounts. Franchisees bear all
costs involved in the operation of their restaurants.
Periodic on-site inspections and audits are
conducted to ensure compliance with Company standards and to
aid franchisees in improving their sales and profitability.
Company-Owned Restaurants
- -------------------------
The Company owns and operates eleven Elmer's
restaurants, which it has acquired or built over the last
several years. The Company has owned and operated a restaurant
located in the Delta Park section of Portland, Oregon since
January 1984. In August 1986, the Company opened a restaurant
in Tacoma, Washington. In January 1987, the Company began
operation of a restaurant in Lynnwood, Washington and assumed
operation of an Elmer's restaurant in Grants Pass, Oregon that
was in bank foreclosure. In fiscal 1988, the Company acquired
from former franchisees restaurants in Gresham, Albany, and
Medford, Oregon; and Boise, Idaho. In fiscal 1989, the Company
purchased the land and buildings for the Boise and Gresham
restaurants and also purchased, from a former franchisee, an
additional restaurant in Hillsboro, Oregon. Effective May 1,
1989, the Company acquired a franchised Elmer's restaurant in
Palm Springs, California. In July 1991, the Company acquired a
franchised Elmer's restaurant in Beaverton, Oregon.
Employees
- ---------
As of March 31, 1995, the Company employed 174
persons on a full-time basis, of whom 11 were corporate office
personnel and 163 were restaurant personnel. At that date, the
Company also employed 364 part-time restaurant personnel.
Employees of franchised Elmer's restaurants are not included in
these figures. None of the Company's employees is covered by
collective bargaining agreements. The Company believes that
its employee relations are satisfactory.
Trademarks and Service Marks
- ----------------------------
The Company has registered the trademarks and service
marks "Elmer's Pancake & Steak House" and "Elmer's Colonial
Pancake & Steak House" and the Elmer's logo with the U.S.
Patent and Trademark Office. The service mark "Elmer's
Colonial Pancake & Steak House" has also been registered in
certain states.
The Company grants to each of its Elmer's
restaurant franchisees a nonexclusive right to use the
6
trademarks and service marks in connection with and at
each franchise location.
Advertising and Marketing
- -------------------------
Word-of-mouth advertising, new restaurant openings,
and the on-premise sale of promotional products have
historically been the primary methods of restaurant
advertising. The Company employs an advertising consultant to
assist in projecting the Elmer's restaurant concept to the
general public in the Western states, primarily through
magazines, newspapers, and radio and television commercials.
The Company maintains a common advertising pool with its
franchisees. After production costs for the advertising
campaign have been paid out of the common pool, the remaining
money is used for advertising in the various local areas of the
franchised restaurants. The Company-owned restaurants and 16
of the 18 franchised restaurants are required to participate by
contributing one percent of monthly gross revenues.
Competition
- -----------
The restaurant industry is highly competitive and
is often affected by changes in the tastes and eating habits of
the public, by local and national economic conditions affecting
spending habits, and by population and traffic patterns. The
Company competes for potential franchisees with restaurant
franchisors, company-owned restaurants, chains and others. The
Company-owned Elmer's restaurants and the franchised Elmer's
restaurants compete for customers with restaurants from
national and regional chains to local establishments. Some of
the Company's competitors are much larger than the Company,
having at their disposal greater capital resources and greater
abilities to withstand adverse business trends. The Company
believes that the principal competitive factors in its favor
for attracting both restaurant franchisees and restaurant
customers are Elmer's extensive menu, quality of food, service,
and reasonable prices.
Government Regulations
- ----------------------
The Company is subject to various federal, state,
and local laws affecting its business. Its restaurants and
those of its franchisees are subject to various health,
sanitation, and safety standards; federal and state labor laws;
zoning restrictions; and state and local licensing of the sale
of alcoholic beverages, in some cases. Federal and state
environmental regulations have not had a major effect on the
Company's operations to date.
The Company is subject to a number of state laws
regulating franchise operations and sales. For the most part,
7
those laws impose registration and disclosure requirements on
the Company in the offer and sale of franchises but, in certain
cases, also apply substantive standards to the relationship
between the Company and the franchisees. The Company is also
subject to Federal Trade Commission regulations covering
disclosure requirements and sales of franchises.
Item 2. Properties
- ------ ----------
Headquarters
- ------------
The Company's corporate offices are located in
Portland, Oregon and consist of an office facility of
approximately 5,000 square feet rented from Dale Elmer, a
former executive officer and director of the Company. Lease
payments totaled $32,836 for fiscal 1995. The lease expires
November 30, 1996.
Company-Owned Restaurants
- -------------------------
Company-Owned Properties The Company owns the real
------------------------
property upon which the following four Company-owned
restaurants are located. All of the properties are subject to
encumbrances in favor of lending institutions.
Approximate Area
----------------
Location Site Restaurant
- -------- ---- ----------
Tacoma, Washington 1.3 acres 6,350 sq. ft.
Lynnwood, Washington 1 acre 6,400 sq. ft.
Gresham, Oregon 1 acre 6,300 sq. ft.
Boise, Idaho 1.3 acres 5,500 sq. ft.
Leased Properties The Company leases the property
-----------------
upon which the following seven Company-owned restaurants are
located. Each lease contains specific terms relating to
calculation of lease payment, renewal, purchase options, if
any, and other matters.
8
Approximate Area
----------------
Location Site Restaurant Expiration
- -------- ---- ---------- ----------
Grants Pass, Oregon 1 acre 6,350 sq. ft. December 31, 1996
Hillsboro, Oregon 1.2 acres 6,350 sq. ft. January 1, 2002
Medford, Oregon 1.25 acres 6,300 sq. ft. February 1, 1998
Albany, Oregon -- 5,460 sq. ft. February 28, 1998
Palm Springs,
California 1.3 acres 5,500 sq. ft. April 30, 2007
Portland, Oregon
(Delta Park) 1.2 acres 6,350 sq. ft. July 31, 2006
Beaverton, Oregon -- 5,322 sq. ft. August 31, 2006
Item 3. Legal Proceedings
- ------ -----------------
On April 19, 1994, a former director and employee of
the Company filed a complaint with the Oregon Bureau of Labor
and Industries alleging an unlawful practice on the basis of
sex discrimination by the Company and seeking enforcement
action. The Civil Rights Division of the Bureau commenced an
investigation of the complaint. The former director and
employee, however, subsequently requested a notice of right to
sue from the Bureau, thereby terminating the Bureau's
investigation. The notice of right to sue was issued by the
Bureau on April 10, 1995. Under Oregon law, the former
director and employee has 90 days from the date of the notice
of right to sue to commence a legal action alleging state
statutory discrimination claims. No such action has been
commenced. On May 18, 1994, the former director and employee
filed a similar, federal complaint with the Equal Employment
Opportunity Commission. The Commission is investigating the
complaint. The Company believes that these complaints are
without merit and intends to defend these actions vigorously.
Item 4. Submission of Matters to a Vote of Security Holders
- ------ ---------------------------------------------------
Not applicable.
Item 4(a). Executive Officers of the Registrant
- --------- ------------------------------------
As of March 31, 1995, the executive officers and
other key personnel of the Company were as set forth below.
Name Age Position
- ---- --- --------
Herman Goldberg 70 Chairman of the Board, President
and Chief Executive Officer
9
Juanita Nelson 59 Controller
The executive officers of the Company are appointed
annually for one year and hold office until their successors
are appointed.
Herman Goldberg, the founder of the Company, has
served as Chairman of the Board since the Company's
organization in June 1983 and as President and Chief Executive
Officer since March 1984.
Juanita Nelson has served as Controller since March
1985. For more than five years prior to joining the Company,
Mrs. Nelson was the Office Manager of the Red Lion Inns and
Thunderbird Motor Inns corporate office.
10
PART II
Item 5. Market for the Registrant's Common Equity and
- ------ Related Stockholder Matters
---------------------------------------------
The information required by this item is included
under "Market Price and Dividends" on page 4 of the Company's
1995 Annual Report to Shareholders and is incorporated herein
by reference.
Item 6. Selected Financial Data
- ------ -----------------------
The information required by this item is included
under "Selected Financial Data" on page 2 of the Company's 1995
Annual Report to Shareholders and is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial
- ------ Condition and Results of Operations
-------------------------------------------------
The information required by this item is included
under "Management Discussion and Analysis of Financial
Condition and Results of Operations" on pages 2 and 3 of the
Company's 1995 Annual Report to Shareholders and is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
- ------ -------------------------------------------
The information required by this item is incorporated
by reference from the Company's 1995 Annual Report to
Shareholders as listed in Item 14 of Part IV of this Report.
Item 9. Changes in and Disagreements with Accountants
- ------ on Accounting and Financial Disclosure
---------------------------------------------
Not applicable.
11
PART III
Item 10. Directors and Executive Officers of the Registrant
- ------- --------------------------------------------------
Information with respect to directors of the Company
is included under "Election of Directors" in the Company's
definitive proxy statement for its 1995 Annual Meeting of
Shareholders filed or to be filed not later than 120 days after
the end of the fiscal year covered by this Report and is
incorporated herein by reference. Information with respect to
executive officers of the Company is included under Item 4(a)
of Part I of this Report. Information with respect to
compliance with Section 16(a) of the Securities Exchange Act is
included under "Compliance with Section 16(a) of the Exchange
Act" in the Company's definitive proxy statement for its 1995
Annual Meeting of Shareholders filed or to be filed not later
than 120 days after the end of the fiscal year covered by this
Report and is incorporated herein by reference.
Item 11. Executive Compensation
- ------- ----------------------
Information with respect to executive compensation is
included under "Compensation" in the Company's definitive proxy
statement for its 1995 Annual Meeting of Shareholders filed or
to be filed not later than 120 days after the end of the fiscal
year covered by this Report and is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners
- -------- and Management
-----------------------------------------------
Information with respect to security ownership of
certain beneficial owners and management is included under
"Voting Securities and Principal Shareholders" and "Election of
Directors" in the Company's definitive proxy statement for its
1995 Annual Meeting of Shareholders filed or to be filed not
later than 120 days after the end of the fiscal year covered by
this Report and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
- ------- ----------------------------------------------
Information with respect to certain relationships
and related transactions with management is included under
"Certain Transactions" in the Company's definitive proxy
statement for its 1995 Annual Meeting of Shareholders filed or
to be filed not later than 120 days after the end of the fiscal
year covered by this Report and is incorporated herein by
reference.
12
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
- ------- Reports on Form 8-K
--------------------------------------------
(a)(1) Financial Statements and Schedules
----------------------------------
The following documents are included in the Company's
1995 Annual Report to Shareholders at the pages indicated and
are incorporated herein by reference. These documents are
included in Exhibit 13.1 to this Annual Report on Form 10-K.
Page in 1995
Annual Report
to Shareholders
---------------
Report of Independent Accountants. . . . . . . . . . . .5
Consolidated Statements of Income
for years ended March 31, 1995, 1994
and 1993 . . . . . . . . . . . . . . . . . . . . . . .5
Consolidated Balance Sheets at
March 31, 1995 and 1994. . . . . . . . . . . . . . . .6
Consolidated Statements of Cash Flows
for years ended March 31, 1995,
1994 and 1993. . . . . . . . . . . . . . . . . . . . .7
Consolidated Statements of Changes in Shareholders'
Equity for years ended March 31, 1995,
1994 and 1993. . . . . . . . . . . . . . . . . . . . .8
Notes to Consolidated Financial Statements . . . . . . .8
No other schedules are included because the required
information is inapplicable or is presented in the financial
statements or related notes thereto.
(a)(2) Exhibits
--------
3.1 Restated Articles of Incorporation of the
Company. Incorporated by reference to
Exhibit 3.1 of the Company's Annual Report
on Form 10-K for the fiscal year ended
March 31, 1988 (the "1988 Form 10-K").
3.2 Bylaws of the Company, as amended. Incorporated
by reference to Exhibit 3.2 of the Company's
Annual Report on Form 10-K for the fiscal year
ended March 31, 1990.
13
10.1 Area Franchisee - Unit Franchisee Agreement
dated July 10, 1978 by and between Elmer's
Colonial Pancake & Steak House, Inc. and Paul H.
and Jacqueline M. Welch, Dale M. and Sandra Lee
Elmer. Incorporated by reference to Exhibit
10.30 of the Company's Registration Statement on
Form S-18, Registration No. 2-98298-S (the "Form
S-18 Registration").
10.2 Employment Agreement dated November 30, 1983 by
and between EP Holding Company, Inc. and Herman
Goldberg and amendments thereto.
10.3 Lease Agreement dated June 18, 1987 by and
between Dale M. Elmer and Sandra Lee Elmer
and Elmer's Pancake & Steak House, Inc., and
addenda thereto. Incorporated by reference to
Exhibit 10.5 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 31,
1989 (the "1989 Form 10-K") and Exhibit 10.3 of
the December 31, 1991 Form 10-Q.
10.4 Agreement dated March 23, 1989 between Elmer's
Restaurants, Inc. and Elmer's of Palm Springs, a
California general partnership consisting of
Larry Sloan, Suzanne Sloan, and Daniel B. Van
Horst. Incorporated by reference to Exhibit
10.18 of the 1989 Form 10-K.
10.5 Amended and Restated Loan Agreement, dated as of
June 7, 1991, between the Company and First
Interstate Bank of Oregon, N.A. and Seventh
Amendment thereto, dated as of May 17, 1995, and
Promissory Note, dated as of May 17, 1995,
issued by the Company to First Interstate Bank
of Oregon, N.A. in connection with the Seventh
Amendment.
10.6 Purchase Warrants exercisable to purchase 5,000
shares of Common Stock of the Company at $1.20
per share from July 1, 1988 to June 30, 1995,
issued to Marvine Bonine, August F. Kalberer and
Paul Welch, respectively. Incorporated by
reference to Exhibit 10.20 of the 1989 Form 10-
K.
10.7 Franchise Agreement between the Company and
Paul H. Welch and Jacqueline M. Welch dated
March 23, 1993. Incorporated by reference to
Exhibit 10.9 of the Company's Annual Report
on Form 10-K for
14
the fiscal year ended March 31, 1993 (the "1993
Form 10-K").
10.8 Franchise Development Option Agreement between
the Company and Paul H. Welch and Jacqueline M.
Welch dated May 3, 1993. Incorporated by
reference to Exhibit 10.10 of the 1993 Form 10-
K.
10.9 Commercial Loan Note, dated May 18, 1995, issued
by the Company to The Bank of California, N.A.
and addendum thereto.
13.1 Portions of 1995 Annual Report to Shareholders
incorporated herein by reference.
22.1 List of Subsidiaries.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K No reports on Form 8-K
-------------------
were filed by the Company during the last
quarter of the fiscal year ended March 31,
1995.
15
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ELMER'S RESTAURANTS, INC.
Date: June 28, 1995 By HERMAN GOLDBERG
---------------------------------
Herman Goldberg,
President
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the
capacities indicated on June 28, 1995.
Signature Title
--------- -----
(1) Principal Executive and
Financial Officer
HERMAN GOLDBERG President, Chief
------------------------- Executive Officer,
Herman Goldberg and Chairman of the Board
(2) Principal Accounting
Officer
JUANITA NELSON Controller
- --------------------------
Juanita Nelson
(3) Directors
HERMAN GOLDBERG Director
- --------------------------
Herman Goldberg
PAUL WELCH Director
- --------------------------
Paul Welch
ZADOC (ZED) MERRILL Director
- --------------------------
Zadoc (Zed) Merrill
EXHIBIT INDEX
Exhibit Sequential
No. Description Page Nos.
- ------- ----------- ----------
3.1 Restated Articles of Incorporation of the
Company. Incorporated by reference to
Exhibit 3.1 of the Company's Annual Report
on Form 10-K for the fiscal year ended
March 31, 1988 (the "1988 Form
10-K").
3.2 Bylaws of the Company, as amended.
Incorporated by reference to Exhibit 3.2 of
the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1990.
10.1 Area Franchisee - Unit Franchisee Agreement
dated July 10, 1978 by and between Elmer's
Colonial Pancake & Steak House, Inc. and
Paul H. and Jacqueline M. Welch, Dale M. and
Sandra Lee Elmer. Incorporated by reference
to Exhibit 10.30 of the Company's Registration
Statement on Form S-18, Registration No. 2-
98298-S (the "Form S-18 Registration").
10.2 Employment Agreement dated November 30, 1983
by and between EP Holding Company, Inc. and
Herman Goldberg and amendments thereto.
10.3 Lease Agreement dated June 18, 1987 by and
between Dale M. Elmer and Sandra Lee Elmer
and Elmer's Pancake & Steak House, Inc., and
addenda thereto. Incorporated by reference to
Exhibit 10.5 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 31,
1989 (the "1989 Form 10-K") and Exhibit 10.3
of the December 31, 1991 Form 10-Q.
10.4 Agreement dated March 23, 1989 between Elmer's
Restaurants, Inc. and Elmer's of Palm Springs,
a California general partnership consisting of
Larry Sloan, Suzanne Sloan, and Daniel B. Van
Horst. Incorporated by reference to Exhibit
10.18 of the 1989 Form 10-K.
EXHIBIT INDEX
Exhibit Sequential
No. Description Page Nos.
- ------- ----------- ----------
10.5 Amended and Restated Loan Agreement, dated as
of June 7, 1991, between the Company and First
Interstate Bank of Oregon, N.A. and Seventh
Amendment thereto, dated as of May 17, 1995,
and Promissory Note dated as of May 17, 1995
issued by the Company to First Interstate Bank
of Oregon, N.A. in connection with the Seventh
Amendment.
10.6 Purchase Warrants exercisable to purchase
5,000 shares of Common Stock of the Company at
$1.20 per share from July 1, 1988 to June 30,
1995, issued to Marvin Bonine, August F.
Kalberer, and Paul Welch, respectively.
Incorporated by reference to Exhibit 10.20 of
the 1989 Form 10-K.
10.7 Franchise Agreement between the Company and
Paul H. Welch and Jacqueline M. Welch dated
March 23, 1993. Incorporated by reference to
Exhibit 10.9 of the Company's Annual Report
on Form 10-K for the fiscal year ended
March 31, 1993 (the "1993 Form 10-K").
10.8 Franchise Development Option Agreement between
the Company and Paul H. Welch and Jacqueline
M. Welch dated May 3, 1993. Incorporated by
reference to Exhibit 10.10 of the 1993 Form
10-K.
10.9 Commercial Loan Note, dated May 18, 1995,
issued by the Company to The Bank of
California, N.A. and addendum thereto.
13.1 Portions of 1995 Annual Report to Shareholders
incorporated herein by reference.
22.1 List of Subsidiaries.
27.1 Financial Data Schedule.