-----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, Q5zFl1n0q1N/jerevsOsQwhxYsPjMU9o+EDFPQqLoaCK/HDuOAhLL1WZ7XvWby/o Rs8DKF5GMrZRu1nsJ6I7zA== 0000892251-96-000097.txt : 19960724 0000892251-96-000097.hdr.sgml : 19960724 ACCESSION NUMBER: 0000892251-96-000097 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960723 SROS: AMEX 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-36806 FILM NUMBER: 96597785 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 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 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ SCHEDULE 13D Amendment No. __ 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) July 17, 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 [X]. CUSIP NO. 35874810 13D Page 2 of 8 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 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 374,200 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 279,100 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 374,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 35874810 13D Page 3 of 8 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 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 374,200 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 95,100 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 374,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. ___________________ This Schedule 13D relates to the common stock, no par value per share, $1.00 stated value per share (the "Common Stock"), of Frisch's Restaurants, Inc. (the "Frisch's"), an Ohio Corporation. Frisch's principal executive offices are located at 2800 Gilbert Avenue, Cincinnati, Ohio 45206. Item 2. Identity and Background. _______________________ Jerry L. Ruyan ______________ (a) Jerry L. Ruyan (b) 8730 Red Fox Lane, Cincinnati, Ohio 45243 (c) Mr. Ruyan is primarily engaged in the business of investing. He conducts his investment activities from the address listed in (b) above. (d) Mr. Ruyan, during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Ruyan, during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Ruyan being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States citizen. Barry S. Nussbaum _________________ (a) Barry S. Nussbaum. (b) Barry Nussbaum Company, 2775 Via De La Valle, Suite 205, Del Mar, California 92014 (c) Mr. Nussbaum is primarily engaged in the business of investing. He conducts his investment activities from the address listed in (b) above. (d) Mr. Nussbaum, during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Nussbaum, during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Nussbaum being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States citizen. Messrs. Nussbaum and Ruyan are also doing business under the name of Wolverine Partners for purposes of their holdings in Frisch's. Item 3. Source and Amount of Funds. __________________________ Messrs. Ruyan and Nussbaum have utilized their personal funds in connection with acquisitions to date of the Common Stock. Item 4. Purpose of Transaction. ______________________ Messrs. Ruyan and Nussbaum have acquired their present positions in the Common Stock as an investment which they believe is capable of increasing in value through improved management of Frisch's business. Towards that end, they have proposed a resolution for management's Proxy Statement for the 1996 Annual Meeting of Shareholders, which is expected to be held in October, to require that the Board of Directors be composed of a majority of directors independent of management. By letter from counsel for Messrs. Ruyan and Nussbaum dated May 24, 1996, they also proposed that Frisch's present management take steps to eliminate the classification of directors, to set the number of directors to be elected and to provide that all directors be elected annually for one-year terms. In addition, they stated their intention to nominate themselves or other qualified outside individuals with significant business experience as directors at the 1996 Annual Meeting of Shareholders. In addition to structural changes, Mr. Nussbaum or Ruyan are considering changes in Frisch's business designed to enhance shareholder value. These proposals include the disposition of assets that they do not consider consistent with Frisch's core restaurant business such as certain real estate investments, including one property that has been operated as a horse farm and two Cincinnati hotel properties. They have also proposed a computerized ordering and sales and marketing system, a public announcement of Frisch's intention to sell its interest in the Cincinnati Reds and a number of other proposals designed to result in the production of significant income to Frisch's. These proposals are all designed to further Messrs. Nussbaum's and Ruyan's goal of enhancing shareholder value. These proposals were also made directly to Craig Maier, President and Chief Executive Officer, and Louis J. Ullman, Chief Financial Officer, at a meeting arranged by Messrs. Nussbaum and Ruyan at Frisch's offices on June 7, 1996. Messrs. Nussbaum and Ruyan have received negative responses from current management to all of their proposals for structural and business changes to Frisch's. Messrs. Nussbaum and Ruyan intend to meet with Frisch's non-management directors. Messrs. Nussbaum and Ruyan may solicit proxies in order to accomplish any or all of their objectives. They may also acquire additional Common Stock of Frisch's. By letter dated July 9, 1996, Mr. Ruyan made a formal demand for a shareholder list pursuant to Ohio Revised Code Section 1701.37(C) in order to enable him to make copies or extracts thereof for the purpose of obtaining the names, addresses and holdings of other shareholders with whom he may desire to communicate regarding the affairs of Frisch's. Ohio Revised Code Section 1701.37(C) provides, in pertinent part, that "any shareholder of the corporation, upon written demand stating the specific purpose thereof, shall have the right to examine in person or by agent or attorney at any reasonable time and for any reasonable and proper purpose the ... records of shareholders ... and to make any copies or extracts thereof." No response has been received with respect to this demand, and, if a favorable response is not received in the near future, Mr. Ruyan intends to commence litigation under Ohio Revised Code Section 1701.37(C) to enforce his rights under Ohio law to obtain the records of shareholders. Messrs. Nussbaum and Ruyan may acquire additional Common Stock and consider proposals in addition to those delineated above designed to enhance shareholder value. Item 5. Interest in Securities of Issuer. ________________________________ I. Jerry L. Ruyan ______________ (a) See page 2, nos. 11 and 13. (b) See page 2, nos. 7-10. (c) All of the following trades were made through market transactions in the last 60 days: Purchase Number Price Date or Sale of Shares Per Share _______ ________ _________ _________ 5/29/96 Purchase 52,200 $10.94 6/3/96 Purchase 900 $11.50 6/4/96 Purchase 1,900 $11.50 6/5/96 Purchase 7,200 $11.50 6/7/96 Purchase 5,000 $11.50 7/2/96 Purchase 10,000 $11.50 7/10/96 Purchase 10,000 $11.25 7/16/96 Purchase 12,600 $11.75 7/17/96 Purchase 12,400 $12.19 7/17/96 Purchase 5,000 $13.71 7/17/96 Purchase 1,700 $12.25 7/22/96 Purchase 600 $13.88 7/22/96 Purchase 6,100 $14.00 (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) All of the following trades were made through market transactions in the last 60 days: Purchase Number Price Date or Sale of Shares Per Share ________ ________ _________ _________ 5/31/96 Purchase 10,000 $11.50 7/19/96 Purchase 100 $13.88 7/19/96 Purchase 5,000 $13.80 (d) None. (e) Not Applicable. III. Messrs. Ruyan and Nussbaum __________________________ ' (a) 374,200 shares or 5.4% (b) See pages 2 and 3, nos. 7-10 (c) See (I)(c) and (II)(c) above. (d) None. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. _______________________________________________ Messrs. Ruyan and Nussbaum have agreed to act in concert with respect to their objectives as to Frisch's. Item 7. Material to be filed as Exhibits. ________________________________ 1. Powers of Attorney executed in connection with filings under the Securities Exchange Act of 1934 2. Agreement required pursuant to Regulation Section 240.13d-1(f)(1) promulgated under the Securities Exchange Act of 1934. Dated: July 23, 1996 * ___________________________ Jerry L. Ruyan * ___________________________ Barry S. Nussbaum *By: Gary P. Kreider ______________________ Gary P. Kreider Attorney-in-Fact EXHIBIT 1 POWER OF ATTORNEY I, JERRY L. RUYAN, hereby appoint GARY P. KREIDER and MARK A. WEISS, or either of them, as my true and lawful attorney-in-fact to sign on my behalf individually and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me pursuant to Section 13(d) of the Securities and Exchange Act of 1934. IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of July, 1996. Jerry L. Ruyan ________________________________ JERRY L. RUYAN EXHIBIT 1 POWER OF ATTORNEY I, BARRY S. NUSSBAUM, do hereby appoint GARY P. KREIDER and MARK A. WEISS, or either of them, as my true and lawful attorney-in-fact to sign on my behalf individually and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me pursuant to Section 13(d) of the Securities and Exchange Act of 1934. IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of July, 1996. Barry S. Nussbaum ________________________________ BARRY S. NUSSBAUM EXHIBIT 2 AGREEMENT This Agreement ("Agreement") executed this 23rd day of July, 1996 is by and among MR. BARRY S. NUSSBAUM and MR. JERRY L. RUYAN. WHEREAS, as of the date of this Agreement, the Shareholders own approximately 5.6% of the common stock, no par value per share, stated value $1.00 per share (the "Common Stock"), of Frisch's Restaurants, Inc., an Ohio corporation; WHEREAS, the Shareholders may be deemed to be the beneficial owners of the Common Stock pursuant to Regulation Section 240.13d-3 promulgated under the Securities Exchange Act of 1934; WHEREAS, the Shareholders from time to time must file statements pursuant to certain sections of the Securities Exchange Act of 1934 concerning their ownership of Common Stock. NOW, THEREFORE, BE IT RESOLVED that the Shareholders do hereby agree to file jointly with the Securities Exchange Commission any schedules or other filings or amendments thereto made by or on behalf of the Shareholders pursuant to Section 13(d) of the Securities Exchange Act of 1934. Barry S. Nussbaum _____________________________________ Barry S. Nussbaum Jerry L. Ruyan _____________________________________ Jerry L. Ruyan -----END PRIVACY-ENHANCED MESSAGE-----