SEC Company Response from ELMERS RESTAURANTS INC (CIK 0000771214) — Jan 31, 2005
ELMERS RESTAURANTS INC (CIK 0000771214)
Date: Jan. 31, 2005 · CIK: 0000771214 · Accession: 0001200952-05-000093
AI Filing Summary & Sentiment
Referenced dates: January 18, 2005, January 27, 2005, January 5, 2005
Letter
January 28, 2005 VIA FACSIMILE ============= Abby Adams Special Counsel Office of Mergers and Acquisitions United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0303
Re: Elmer's Restaurants, Inc. Schedule 14D-9 filed December 21, 2004
Dear Ms. Adams:
In response to the SEC Staff's comments set forth in the your comment letter dated January 27, 2005 concerning additional revisions to the Schedule 14D-9 filed by Elmer's Restaurants, Inc. ("Elmers" or the "Company"), the revisions set forth below have been made to the Schedule 14D-9. Enclosed with this letter is a copy of the Schedule 14D-9/A-1 filed this same date with the Securities and Exchange Commission. Elmer's will mail a copy of the amended Schedule 14D-9 to the shareholders. For Staff convenience, the revisions below are identified by the respective comment number in your comment letter dated January 5, 2005.
COMMENT 3.
In accordance with your response to Comment 3 set forth in your letter dated January 27, 2005, Section 3 of Schedule 14D-9 has been amended by disclosing the relationship between Elmer's and Jasper's Food Management, Inc.
COMMENT 4.
Section 6 of Schedule 14D-9 has been amended to include the names of the executive officers and directors of Elmer's and the respective number of shares of Elmer's stock involved in the transaction with EAC.
<PAGE> Abby Adams January 28, 2005 Page 2
COMMENT 5.
Section 7 of Schedule 14D-9 has been amended by including a paragraph responsive to the information required under Item 1006(c)(2)-(3) of Regulation M-A.
COMMENT 6.
Pursuant to your comment letter dated January 5, 2005, Section 7 of Schedule 14D-9 has been revised in its entirety as proposed in our response letter dated January 18, 2005.
The Company acknowledges and understands that it is responsible for the adequacy and accuracy of the disclosure in the filings and that the Division of Enforcement has access to all the information the Company provides to the Staff of the Division of Corporate Finance in review of Company filings and in response to Staff comments. The Company also acknowledges that Staff comments or changes to disclosures in the filings in response to staff comments reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filing and the Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.
Should the staff have additional comments or questions with respect to the foregoing, please do not hesitate to contact me at 503 221-1287, or in my absence, Cliff E. Spencer at 503 221-2218.
Very truly yours,
/s/ JOEL S. KAPLAN
Joel S. Kaplan
Show Raw Text
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DIRECT PHONE
503.221.1287
DIRECT FACSIMILE
800.646.3796
E-MAIL
JSK@FOSTERPDX.COM
January 28, 2005
VIA FACSIMILE
=============
Abby Adams
Special Counsel
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
Re: Elmer's Restaurants, Inc.
Schedule 14D-9 filed December 21, 2004
Dear Ms. Adams:
In response to the SEC Staff's comments set forth in the your comment
letter dated January 27, 2005 concerning additional revisions to the Schedule
14D-9 filed by Elmer's Restaurants, Inc. ("Elmers" or the "Company"), the
revisions set forth below have been made to the Schedule 14D-9. Enclosed with
this letter is a copy of the Schedule 14D-9/A-1 filed this same date with the
Securities and Exchange Commission. Elmer's will mail a copy of the amended
Schedule 14D-9 to the shareholders. For Staff convenience, the revisions below
are identified by the respective comment number in your comment letter dated
January 5, 2005.
COMMENT 3.
In accordance with your response to Comment 3 set forth in your letter dated
January 27, 2005, Section 3 of Schedule 14D-9 has been amended by disclosing the
relationship between Elmer's and Jasper's Food Management, Inc.
COMMENT 4.
Section 6 of Schedule 14D-9 has been amended to include the names of the
executive officers and directors of Elmer's and the respective number of shares
of Elmer's stock involved in the transaction with EAC.
<PAGE>
Abby Adams
January 28, 2005
Page 2
COMMENT 5.
Section 7 of Schedule 14D-9 has been amended by including a paragraph responsive
to the information required under Item 1006(c)(2)-(3) of Regulation M-A.
COMMENT 6.
Pursuant to your comment letter dated January 5, 2005, Section 7 of Schedule
14D-9 has been revised in its entirety as proposed in our response letter dated
January 18, 2005.
The Company acknowledges and understands that it is responsible for the
adequacy and accuracy of the disclosure in the filings and that the Division of
Enforcement has access to all the information the Company provides to the Staff
of the Division of Corporate Finance in review of Company filings and in
response to Staff comments. The Company also acknowledges that Staff comments or
changes to disclosures in the filings in response to staff comments reviewed by
the Staff do not foreclose the SEC from taking any action with respect to the
filing and the Company may not assert Staff comments as a defense in any
proceeding initiated by the SEC or any person under the federal securities laws
of the United States.
Should the staff have additional comments or questions with respect to
the foregoing, please do not hesitate to contact me at 503 221-1287, or in my
absence, Cliff E. Spencer at 503 221-2218.
Very truly yours,
/s/ JOEL S. KAPLAN
Joel S. Kaplan
Enclosures
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