GENERAL

ELXSI Corporation (together with its subsidiaries, the "Company") is a Delaware corporation that operates principally through its two wholly-owned subsidiaries, ELXSI, a California corporation ("ELXSI"), and Bickford's Family Restaurants, Inc., a Delaware corporation ("BFRI"). Operations consist of two business segments: restaurant operations and equipment manufacturing.

On July 1, 1991, ELXSI acquired 30 restaurants operating under the Bickford's or Bickford's Family Fare ("Bickford's Restaurants") names and 12 restaurants operating under the Howard Johnson's name from Marriott Family Restaurants, Inc. These Bickford's restaurants were located in...