-----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, QsNR75gwxTBVQHnHD+UQkXwYsuLH8Ji91B/TreORDa/NQn6XestH2cnUA5+o7dOt syIACuUKnPV/hHV5MTe1lg== 0000892251-96-000150.txt : 19960916 0000892251-96-000150.hdr.sgml : 19960916 ACCESSION NUMBER: 0000892251-96-000150 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960913 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07323 FILM NUMBER: 96630002 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: DFAN14A 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 DFAN14A 1 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [x] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section240.14a-11(c) or Section240.14a-12 Frisch's Restarurants, Inc. _____________________________________________________ (Name of Registrant as Specified In Its Charter) Jerry L. Ruyan and Barry S. Nussbaum _____________________________________________________ (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ___________________________________________________ 2) Aggregate number of securities to which transaction applies: ___________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:(1) ___________________________________________________ 4) Proposed maximum aggregate value of transaction: ___________________________________________________ (1)Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identity the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ___________________________________________________ 2) Form, Schedule or Registration Statement No.: ____________________________________________________ 3) Filing Party: ___________________________________________________ 4) Date Filed: ___________________________________________________ PRESS RELEASE ISSUED SEPTEMBER 12, 1996 For Immediate Release - September 11, 1996 Contact: Jerry L. Ruyan 1-800-205-0407 Barry S. Nussbaum 1-888-481-4814 (toll-free) WOLVERINE PARTNERS RELEASE PLANS TO IMPROVE FRISCH'S RESTAURANTS, INC. Wolverine Partners, Cincinnati, Ohio, today released more extensive details relating to their plans for improving the Company while enhancing shareholder value. Mr. Barry Nussbaum discussed the basis for the Wolverine Partners Platform. "The more research we do with experts in the restaurant field, the more we uncover very workable solutions to the ongoing problem of growing sales and declining earnigns. I am so convinced that once elected, the systems that we plan to implement could result in dramatic increases in the net earning of Frisch's. Towards that end, we have proposed an end to the existing staggered board, and have proposed a requirement that a majority of the directors be independent of management of the Company. Clearly, by any measure, the existing system is just not working. It is time for a significant change. That is why we are here." Mr. Jerry Ruyan stated his reason for running for one of the four available board seats in next month's election, "This company must have outside board management whose first and sole responsibility is to the shareholders. To me, this means an understanding that our job as managers is to create and maintain profit margins that are commensurate with this industry. It is inexcusable to me that in the recent past it has been acceptable to report 'bottom of the barrel' earnings without making the changes necessary to remedy the fisable problems. While CEO of Meridian Diagbnostics, Inc. (KITS), I never forgot that I worked for the shareholders. I was very successful in maximizing shareholder equity there and I pledge to bring the same work ethic to the Board of Frisch's. The attached letter has been sent to all Frisch's shareholders detailing the problems at the Company and the Wolverine solutions. [THE LETTER SENT TO FRISCH'S AND FILED WITH THE COMMISSION ON SEPTEMBER 10, 1996 WAS ATTACHED TO THE PRESS RELEASE.] -----END PRIVACY-ENHANCED MESSAGE-----