SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 18, 2005
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 IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
11802 S.E. Stark St.
Portland, Oregon 97216 (503) 252-1485
(ADDRESS OF PRINCIPAL (ZIP CODE) (REGISTRANT'S TELEPHONE NUMBER,
EXECUTIVE OFFICES) INCLUDING AREA CODE)
Item 8.01 Other Events.
On February 15, 2005, the Director of the Oregon State Lottery issued a press
release describing a proposal for commissions paid to lottery retailers on the
sale of new lottery games. The text of the Director's press release is available
at http://info.oregonlottery.org/041.htm.
The Company's stock is currently subject to a tender offer by the ERI
Acquisition Corp. The Purchaser group issued a press release on February 17,
2005 extending the tender offer until March 10, 2005. As a result of the Lottery
Director's proposal, the Purchaser group specifically reserved the right under
the material adverse change provision of the Tender Offer to amend or terminate
the Tender Offer at or prior to the expiration date.
Pursuant to a six-year contract with the Lottery Commission commencing June 28,
2004, the Company offers Oregon lottery products at 19 of 28 Company owned
restaurants. The Company believes its lottery contract is material to its
business because of the additional net income derived from the commissions
received on such lottery products.
The effect of any changes to our current contract will depend on a variety of
factors, including the final lottery contract and commission terms adopted by
the Commission, the degree to which new games add incremental revenue or
cannibalize revenues from other games, overall growth rates and the growth rates
of each type of game, customer migration from existing games to new games and
the Company's ability to modify its operations to mitigate adverse effects, if
any, of a new contract. The Company is unable to predict whether the proposal
will be approved as proposed, modified or disapproved entirely. While it is not
possible to quantify the specific effect of this proposal at this time, certain
contract changes potentially could have a significant adverse impact on the
Company's future earnings.
The discussion and information set forth in this Form 8-K may contain
forward-looking statements that are subject to risk and uncertainties that could
cause actual results to differ materially from those stated and which are made
pursuant to the Safe Harbor provisions of the private Securities Litigation
Reform Act of 1995. Statements indicating that the Company "believes",
"expects", "anticipates" or "estimates" are forward-looking as are all other
statements regarding future financial results, operations, market conditions and
other events that have not yet occurred. In addition to the risks and
uncertainties identified in the text of this Form 8-K above, these
forward-looking statements may involve a number of other risks and uncertainties
relating to the Company's business, financial conditions, and operations, as
well as other factors listed in the Company's filings with the Securities and
Exchange Commission. The reader is advised that the identified risks and
uncertainties is not an exhaustive list and should not be construed as any
prediction by the Company as to which risks would cause actual results to differ
materially from those indicated by the forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ELMER'S RESTAURANTS, INC.
Date: February 17, 2005 By:/s/ BRUCE N. DAVIS
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Bruce N. Davis, President