UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(L) OR 13(E)(L)
OF THE SECURITIES EXCHANGE ACT OF 1934
ELMER'S RESTAURANTS, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
BRUCE N. DAVIS
LINDA ELLIS-BOLTON
KAREN BROOKS
RICHARD P. BUCKLEY
THOMAS C. CONNOR
DAVID D. CONNOR
FRANKLIN HOLDINGS, LLC
CORYDON H. JENSEN
DOUGLAS A. LEE
DAVID MANN
SHEILA J. SCHWARTZ
GERALD A. SCOTT
WILLIAM W. SERVICE
DENNIS M. WALDRON
GARY N. WEEKS
GREG WENDT
RICHARD C. WILLIAMS
DANIEL G. WOOLLEY
DONALD W. WOOLLEY
DONNA P. WOOLLEY, TOGETHER
ON BEHALF OF ERI ACQUISITION CORP., AN ENTITY TO BE FORMED, AS OFFEROR
(NAMES OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER
PERSON))
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
289393
(CUSIP NUMBER OF CLASS OF SECURITIES)
JEFFREY C. WOLFSTONE, ESQ.
GREGORY L. ANDERSON, ESQ.
LANE POWELL SPEARS LUBERSKY LLP
601 SW SECOND AVENUE, SUITE 2100
PORTLAND, OREGON 97204
(503) 778-2100
(NAME, ADDRESS, AND TELEPHONE NUMBERS OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
Not Applicable Not Applicable
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: --------------------------------
Form or Registration No.: --------------------------------
Filing Party: Date Filed: --------------------------------
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-l.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Tender Offer Statement on Schedule TO is filed by the Filing Persons above.
Pursuant to General Instruction D to Schedule TO, this Schedule TO relates to
pre-commencement communications by the Filing Persons above.
This communication is provided for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of Elmer's
Restaurants, Inc. Neither the Filing Persons nor their affiliate to be formed
have commenced the tender offer that is referred to in this communication. At
such time, if ever, as the tender offer is commenced, the Filing Persons or
their affiliate will file with the Securities and Exchange Commission a Schedule
TO and related exhibits (including an offer to purchase, a letter of transmittal
and other related documents). Shareholders of Elmer's Restaurants, Inc. are
strongly encouraged to read the Schedule TO and related exhibits when they
become available because they will contain important information about the
tender offer and merger. The Schedule TO and related exhibits will be available
without charge at the Securities and Exchange Commission's website at
http://www.sec.gov and will be delivered without charge to all shareholders of
Elmer's Restaurants, Inc.
Item 12. Exhibits.
Exhibit 99.1 Proposal Letter to Elmer's Restaurants, Inc. dated August 5,
2004.
Exhibit 99.2 Text of Press Release issued by Elmer's Restaurants, Inc. on
August 6, 2004.
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
Exhibit 99.1 Proposal Letter to Elmer's Restaurants, Inc. dated August 5,
2004.
Exhibit 99.2 Text of Press Release issued by Elmer's Restaurants, Inc. on
August 6, 2004.