UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(AMENDMENT NO. 11)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ELMER'S RESTAURANTS, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
BRUCE N. DAVIS
LINDA ELLIS-BOLTON
KAREN K. BROOKS
RICHARD P. BUCKLEY
DAVID D. CONNOR
STEPHANIE M. CONNOR
THOMAS C. CONNOR
CORYDON H. JENSEN, JR.
DEBRA A. WOOLLEY-LEE
DOUGLAS A. LEE
DAVID C. MANN
SHEILA J. SCHWARTZ
GERALD A. SCOTT
WILLIAM W. SERVICE
DENNIS M. WALDRON
GARY N. WEEKS
GREG W. WENDT
RICHARD C. WILLIAMS
DOLLY W. WOOLLEY
DONALD W. WOOLLEY AND
DONNA P. WOOLLEY, TOGETHER
WITH ERI ACQUISITION CORP., 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.
BENJAMIN G. LENHART, ESQ.
LANE POWELL PC
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
--------------------------------------------------------------------------------
Transaction valuation* Amount of filing fee**
$6,019,091 $708.45
--------------------------------------------------------------------------------
*Estimated for purposes of calculating the filing fee only. This calculation
assumes the purchase of 756,601 shares of common stock of Elmer's Restaurants,
Inc. at the tender offer price of $7.50 per share of common stock. The
transaction value also includes the offer price of $7.50 less $4.81, which is
the average exercise price of outstanding options, multiplied by 128,098, the
estimated number of options outstanding not held by the Filing Persons listed
above.
**The amount of filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Fee Rate
Advisory No. 6 for fiscal year 2005, equals $117.70 per million of transaction
value, or $708.45.
[X] 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: $708.45
-------------------------
Form or Registration No.: SC TO-T/13E-3
---------------------------
Date Filed: December 20, 2004
---------------------------
Filing Party: Bruce N. Davis, Linda Ellis-Bolton,
Karen K. Brooks, Richard P. Buckley, David D. Connor, Stephanie M. Connor,
Thomas C. Connor, Corydon H. Jensen, Jr., Debra A. Woolley-Lee, Douglas A. Lee,
David C. Mann, Sheila J. Schwartz, Gerald A. Scott, William W. Service, Dennis
M. Waldron, Gary N. Weeks, Greg W. Wendt, Richard C. Williams, Dolly W. Woolley,
Donald W. Woolley, and Donna P. Woolley, together with ERI Acquisition Corp.
[ ] 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: [ ]
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This Amendment No. 11 amends and /or supplements the Tender Offer Statement and
Rule 13e-3 Transaction Statement filed under cover of Schedule TO filed on
December 20, 2004 by ERI Acquisition Corp., a newly formed Oregon corporation
("Purchaser") and the individuals listed thereon, as amended and/or supplemented
by Amendment No. 1 filed on January 11, 2005; as further amended and/or
supplemented by Amendment No. 2 filed on January 13, 2005; as further amended
and/or supplemented by Amendment No. 3 filed January 18, 2005; as further
amended and/or supplemented by Amendment No. 4 filed on January 19, 2005; as
further amended and/or supplemented by Amendment No. 5 filed January 19, 2005;
as further amended and/or supplemented by Amendment No. 6 filed January 21,
2005; as further amended and/or supplemented by Amendment No. 7 filed February
3, 2005; as further amended and/or supplemented by Amendment No. 8 filed
February 8, 2005; as further amended and/or supplemented by Amendment No. 9
filed February 17, 2005; and as further amended and/or supplemented by Amendment
No. 10 filed February 28, 2005 (the original filing together with all amendments
and supplements, collectively, the "Schedule TO"). The Schedule TO relates to
the offer by Purchaser to purchase all of the outstanding shares of common
stock, no par value per share (the "Shares"), of Elmer's Restaurants, Inc., an
Oregon corporation ("Elmer's"), not currently owned by the Continuing
Shareholders (as defined in the Offer to Purchase), at a purchase price of $7.50
per Share, in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 20, 2004, as amended January 18, 2005 and
February 8, 2005 (the "Offer to Purchase") and in the related Letter of
Transmittal, as amended. The information and exhibits set forth in the Offer to
Purchase and in the related Letter of Transmittal is incorporated herein by
reference.
--------------------------------------------------------------------------------
ITEM 12. EXHIBITS.
(a)(1)(xxv) Loan Agreement between Purchaser and GE Capital Franchise
Finance Corporation and related exhibits.
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SIGNATURE
After due 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.
Dated: March 4, 2005 ERI ACQUISITION CORP.
By: /s/ BRUCE N. DAVIS
---------------------------------
Name: Bruce N. Davis
Title: President and CEO
/s/ LINDA ELLIS-BOLTON /s/ GERALD A. SCOTT
----------------------------------- --------------------------------------
Linda Ellis-Bolton Gerald A. Scott
/s/ KAREN K. BROOKS /s/ SHEILA J. SCHWARTZ
----------------------------------- --------------------------------------
Karen K. Brooks Sheila J. Schwartz
/s/ RICHARD P. BUCKLEY /s/ WILLIAM W. SERVICE
----------------------------------- --------------------------------------
Richard P. Buckley William W. Service
/s/ DAVID D. CONNOR /s/ DENNIS M. WALDRON
----------------------------------- --------------------------------------
David D. Connor Dennis M. Waldron
/s/ STEPHANIE M. CONNOR /s/ GARY N. WEEKS
----------------------------------- --------------------------------------
Stephanie M. Connor Gary N. Weeks
/s/ THOMAS C. CONNOR /s/ GREGORY W. WENDT
----------------------------------- --------------------------------------
Thomas C. Connor Gregory W. Wendt
/s/ BRUCE N. DAVIS /s/ RICHARD C. WILLIAMS
----------------------------------- --------------------------------------
Bruce N. Davis Richard C. Williams
/s/ CORYDON H. JENSEN, JR. /s/ DOLLY W. WOOLLEY
----------------------------------- --------------------------------------
Corydon H. Jensen, Jr. Dolly W. Woolley
/s/ DEBORAH A. WOOLLEY-LEE /s/ DONALD W. WOOLLEY
----------------------------------- --------------------------------------
Debra A. Woolley-Lee Donald W. Woolley
/s/ DOUGLAS A. LEE /s/ DONNA P. WOOLLEY
----------------------------------- --------------------------------------
Douglas A. Lee Donna P. Woolley
/s/ DAVID C. MANN
-----------------------------------
David C. Mann
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
(a)(1)(xxv) Loan Agreement between Purchaser and GE Capital Franchise
Finance Corporation and related exhibits.
5