-----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, AdwEOEtxpb9K3IMLQWirdHuD6R0f3KhcM5riJYLmORUciicV6+lxEeVjd+NAXIxs 1Z8bFGdlLNvslEPJ8YWcpA== 0000892251-96-000103.txt : 19960807 0000892251-96-000103.hdr.sgml : 19960807 ACCESSION NUMBER: 0000892251-96-000103 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960806 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: 96604283 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. 1 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 5, 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 -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 443,600 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 348,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 443,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 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 -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 443,600 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 95,600 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 443,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 to Schedule 13D ("Amendment") is filed to reflect a material acquisition of beneficial ownership of Frisch's Restaurants, Inc. Common Stock as required by Rule 13d-2 promulgated under the Securities Exchange Act of 1934. This Amendment is also filed to revise Item 4 of Schedule 13D. Item 4 Purpose of Transaction. Messrs. Ruyan and Nussbaum have decided to nominate at the 1996 Annual Meeting of Frisch's Restaurants, Inc. a slate of four persons, which will include them, to serve as directors of Frisch's Restaurants, Inc. Messrs. Ruyan and Nussbaum have also determined to propose at the 1996 Annual Meeting of Shareholders of Frisch's Restaurants, Inc.: (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, to set the number of directors to be elected 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 be non-management directors. 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 Date or Sale Number of Shares Price Per Share ______ ________ ________________ _______________ 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 7/23/96 Purchase 24,100 $13.88 7/24/96 Purchase 10,000 $13.88 7/29/96 Purchase 5,000 $15.00 7/29/96 Purchase 5,000 $14.90 8/01/96 Purchase 4,100 $14.50 8/05/96 Purchase 20,700 $14.63 (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) All of the following trades were made through market transactions in the last 60 days: Purchase Date or Sale Number of Shares Price Per Share ______ ________ ________________ _______________ 7/19/96 Purchase 100 $13.88 7/19/96 Purchase 5,000 $13.80 7/26/96 Purchase 500 $14.00 (d) None. (e) Not Applicable. III. Messrs. Ruyan and Nussbaum (a) 443,600 shares or 6.5% (b) See pages 2 and 3, nos. 7-10 (c) See (I)(c) and (II)(c) above. (d) None. (e) Not Applicable. Dated: August 6, 1996 * ___________________________ Jerry L. Ruyan * ___________________________ Barry S. Nussbaum *By: Gary P. Kreider _____________________ Gary P. Kreider Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----