-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WT7Ddclm6QnD9BU0KY3KojecfDLxMsTxe/v0n7OlRrBAHK0nQdu7qKijlzh5Poah DAigONVCQbWIcWXain8X6w== 0000892251-96-000134.txt : 19960910 0000892251-96-000134.hdr.sgml : 19960910 ACCESSION NUMBER: 0000892251-96-000134 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960906 SROS: AMEX GROUP MEMBERS: BARRY S. NUSSBAUM GROUP MEMBERS: RUYAN JERRY L SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRISCHS RESTAURANTS INC CENTRAL INDEX KEY: 0000039047 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 310523213 STATE OF INCORPORATION: OH FISCAL YEAR END: 0530 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36806 FILM NUMBER: 96626904 BUSINESS ADDRESS: STREET 1: 2800 GILBERT AVE CITY: CINCINNATI STATE: OH ZIP: 45206 BUSINESS PHONE: 5139612660 MAIL ADDRESS: STREET 1: 2800 GILBERT AVE CITY: CINCINNATI STATE: OH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RUYAN JERRY L CENTRAL INDEX KEY: 0000903266 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MERIDIAN DIAGNOSTICS INC STREET 2: 3471 RIVER HILLS DRIVE CITY: CINCINNATI STATE: OH ZIP: 45244 BUSINESS PHONE: 5132713700 MAIL ADDRESS: STREET 1: MERIDIAN DIAGNOSTICS INC STREET 2: 3471 RIVER HILLS DRIVE CITY: CINCINNATI STATE: OH ZIP: 45244 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________ SCHEDULE 13D Amendment No. 3 Under the Securities Exchange Act of 1934 Frisch's Restaurants, Inc. (Name of Issuer) Common Stock, No par value per share (Title of Class of Securities) 35874810 (CUSIP Number) Gary P. Kreider, Esq. Keating, Muething & Klekamp One East Fourth Street, 18th Floor Cincinnati, Ohio 45202 (513) 579-6411 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 29, 1996 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. [ ][ ] CUSIP NO. 35874810 13D Page 2 of 5 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Mr. Jerry L. Ruyan -- ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen 7 SOLE VOTING POWER NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 474,854 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 379,254 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 474,854 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! [ ][ ] CUSIP NO. 35874810 13D Page 3 of 5 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Barry S. Nussbaum -- ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen 7 SOLE VOTING POWER NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 474,854 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 95,600 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 474,854 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 3 to Schedule 13D ("Amendment") is filed to revise Items 4 and 5 of Schedule 13D and to correct a discrepancy in the number of shares of Common Stock held by Mr. Ruyan. Item 4 Purpose of Transaction. On August 29, 1996, Messrs. Ruyan and Nussbaum filed a definitive proxy statement with the Securities and Exchange Commission relating to the 1996 Annual Meeting of Frisch's Restaurants, Inc. and are soliciting proxies for the Annual Meeting. Messrs. Ruyan and Nussbaum have proposed a slate of four persons to serve as directors of the Company, namely Thomas W. Doan, Arthur Engel, Barry S. Nussbaum and Jerry L. Ruyan. The proxy statement also proposes and seeks proxies to vote for: (1) An amendment to the Code of Regulations of Frisch's Restaurants, Inc. to provide for the elimination of the classified Board of Directors of the Company and to provide that all directors be elected annually for one-year terms; and (2) An amendment to the Code of Regulations of Frisch's Restaurants, Inc. to require that a majority of the directors of the Company and a majority of each committee of the Board of Directors be composed of non-management directors. Item 5 Interest in Securities of the Issuer. I. Jerry L. Ruyan (a) See page 2, nos. 11 and 13. (b) See page 2, nos. 7-11. (c) The following trades were made through market transactions since Amendment No. 1 to Schedule 13D was filed with the Securities and Exchange Commission on August 6, 1996: Purchase Number Price or of Per Date Sale Shares Share 8/14/96 Purchase 9,500 $13.63 8/30/86 Purchase 500 $12.88 8/30/96 Purchase 1,000 $13.00 9/5/95 Purchase 8,700 $13.63 (d) None. (e) Not Applicable. II. Barry S. Nussbaum (a) See page 3, nos. 11 and 13. (b) See page 3, nos. 7-10. (c) No trades were made through market transactions since Amendment No. 1 to Schedule 13D was filed with the Securities and Exchange Commission on August 6, 1996. (d) None. (e) Not Applicable. III. Messrs. Ruyan and Nussbaum (a) 474,854 shares or 6.9% (b) See pages 2 and 3, nos. 7-10. (c) See (I)(c) and (II)(c) above. (d) None. (e) Not Applicable. SIGNATURE After reasonable 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: September 6, 1996 *__________________________ Jerry L. Ruyan *__________________________ Barry S. Nussbaum By: Gary P. Kreider ______________________ Gary P. Kreider Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----