-----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, DWixau5cNtm9AtfLbAyvu44fIuPn24LRlWTDnEOGNQ/RMiV6B3PBG9CHX+Xd06lD 9eTgFj+mTEG9ZQZrEVQHuA== 0001021408-02-008547.txt : 20020619 0001021408-02-008547.hdr.sgml : 20020619 20020619145557 ACCESSION NUMBER: 0001021408-02-008547 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010603 FILED AS OF DATE: 20020619 FILER: 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07323 FILM NUMBER: 02682214 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 10-K/A 1 d10ka.txt AMENDMENT #1 TO FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- Form 10-K/A (Amendment No. 1) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 3, 2001 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7323 ---------------------- Frisch's Restaurants, Inc. Incorporated in the IRS Employer Identification number State of Ohio 31-0523213 2800 Gilbert Avenue Cincinnati, Ohio 45206 513/961-2660 Securities Registered Pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- ------------------- Common Stock of No Par Value American Stock Exchange Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [x]. As of August 9, 2001, 4,993,032 common shares were outstanding, and the aggregate market value of the common shares (based upon the August 9, 2001 closing price of these shares on the American Stock Exchange) of Frisch's Restaurants, Inc. held by nonaffiliates was approximately $38.5 million. Documents Incorporated by Reference Portions of the Registrant's definitive proxy statement filed with the Securities and Exchange Commission are incorporated by reference into Part III. -2- EXPLANATORY NOTE This amendment is filed to furnish Exhibit 23, which inadvertently was omitted from the original filing. PART IV Item 14. - Exhibits, Financial Statement Schedules, and Reports on Form 8-K a). List of documents filed as part of this report. 1. Financial Statements All financial statements of the Registrant as set forth under Part II, Item 8 2. Financial Statement Schedules All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are not applicable and, therefore, have been omitted. 3. Exhibits (3) Articles of Incorporation and By-Laws (3) (a) Exhibit (3) (a) to the Registrant's Form 10-K Annual Report for 1993, being the Third Amended Articles of Incorporation, is incorporated herein by reference. (3) (b) Exhibit (3) (a) to the Registrant's Form 10-Q Quarterly Report for December 15, 1996, being the Code of Regulations, is incorporated herein by reference. (3) (c) Exhibit (3) (b) to the Registrant's Form 10-Q Quarterly Report for December 15, 1996, being Amendments to Regulations adopted October 1, 1984, is incorporated herein by reference. (3) (d) Exhibit (3) (c) to the Registrant's Form 10-Q Quarterly Report for December 15, 1996, being Amendments to Regulations adopted October 24, 1996, is incorporated herein by reference. (10) Material Contracts (10) (a) Exhibit (10) (a) to the Registrant's Form 10-Q Quarterly Report for March 4, 2001, being the Intellectual Property Use and Noncompete Agreement between the Registrant and Liggett Restaurant Enterprises LLC (now known as Big Boy Restaurants International, LLC) dated January 8, 2001, is incorporated herein by reference. (10) (b) Exhibit (10) (b) to the Registrant's Form 10-Q Quarterly Report for March 4, 2001, being the Transfer Agreement between the Registrant and Liggett Restaurant Enterprises LLC (now known as Big Boy Restaurants International, LLC) dated January 8, 2001, is incorporated herein by reference. (10) (c) Exhibit (10) (a) to the Registrant's Form 10-K Annual Report for May 28, 2000, being the Area Development Agreement and Addendum effective July 25, 2000 between the Registrant and Golden Corral Franchising Systems, Inc., is incorporated herein by reference. (10) (d) Exhibit (10) (a) to the Registrant's Form 10-Q Quarterly Report for December 14, 1997, being the Area Development Agreement and Addendum between the Registrant and Golden Corral Franchising Systems, Inc. effective January 6, 1998, is incorporated herein by reference. -3- (10) (e) Exhibit (10) (a) to the Registrant's Form 10-Q Quarterly Report for December 12, 1999, being the Second Amendment dated October 6, 1999 to the Area Development Agreement between the Registrant and Golden Corral Franchising Systems, Inc. effective January 6, 1998, is incorporated herein by reference. (10) (f) Exhibit (10) (d) to the Registrant's Form 10-Q Quarterly Report for September 17, 2000, being the Employment Agreement between the Registrant and Jack C. Maier effective May 29, 2000, is incorporated herein by reference. * (10) (g) Exhibit (10) (a) to the Registrant's Form 10-K Annual Report for 1997, being the Employment Agreement between the Registrant and Jack C. Maier effective June 2, 1997, is incorporated herein by reference. * (10) (h) Exhibit (10) (f) to the Registrant's Form 10-Q Quarterly Report for September 17, 2000, being the Employment Agreement between the Registrant and Craig F. Maier effective June 4, 2000, is incorporated herein by reference. * (10) (i) Exhibit (10) (b) to the Registrant's Form 10-K Annual Report for 1995, being the Employment Contract between the Registrant and Craig F. Maier effective May 29, 1995, is incorporated herein by reference. * (10) (j) Exhibit (10) (a) to the Registrant's Form 10-Q Quarterly Report for December 13, 1998, being amendment dated November 24, 1998 to Employment Contract between the Registrant and Craig F. Maier dated May 29, 1995, is incorporated herein by reference. * (10) (k) Exhibit (10) (a) to the Registrant's Form 10-Q Quarterly Report for September 17, 1995, being the Frisch's Executive Savings Plan effective November 15, 1993, is incorporated herein by reference. * (10) (l) Exhibit (10) (b) to the Registrant's Form 10-Q Quarterly Report for September 17, 1995, being the Frisch's Executive Retirement Plan effective June 1, 1994, is incorporated herein by reference. * (10) (m) Exhibit A to the Registrant's Proxy Statement dated September 9, 1998, being the Amended and Restated 1993 Stock Option Plan, is incorporated herein by reference. * (10)(n) Exhibit B to the Registrant's Proxy Statement dated September 9, 1998, being the Employee Stock Option Plan, is incorporated herein by reference. * (10) (o) Exhibit (10) (e) to the Registrant's Form 10-K Annual Report for 1985, being the 1984 Stock Option Plan, is incorporated herein by reference. * (10) (p) Exhibit (10) (f) to the Registrant's Form 10-K Annual Report for 1990, being First Amendment to the 1984 Stock Option Plan, is incorporated herein by reference. * (10) (q) Exhibit (10) (g) to the Registrant's Form 10-K Annual Report for 1990, being the Agreement between the Registrant and Craig F. Maier dated November 21, 1989, is incorporated herein by reference. * (10) (r) Exhibit (10) (p) to the Registrant's Form 10-Q Quarterly Report for December 10, 2000, being the Real Estate Purchase and Sale Agreement between the Registrant (Seller) and Remington Hotel Corporation (Buyer) dated August 10, 2000 to sell the Clarion Hotel Riverview, is incorporated herein by reference. (10) (s) Exhibit (10) (q) to the Registrant's Form 10-Q Quarterly Report for December 10, 2000, being the Amendment and Restatement of Real Estate Purchase and Sale Agreement the Registrant (Seller) -4- and Remington Hotel Corporation (Buyer) dated October 9, 2000 to sell the Clarion Riverview Hotel, is incorporated herein by reference. (10) (t) Purchase Agreement dated February 26, 2001 between the Registrant (Seller) and Stevens Hotel Group LLC (Buyer) to sell the Quality Hotel Central.** (10) (u) Amendments No. 1 and No. 2 dated April 26, 2001 and May 15, 2001, respectively, to the Purchase Agreement dated February 26, 2001 between the Registrant (Seller) and Stevens Hotel Group LLC (Buyer) to sell the Quality Hotel Central.** (10) (v) Exhibit (10) (r) to the Registrant's Form 10-Q Quarterly Report for December 10, 2000, being Frisch's Nondeferred Cash Balance Plan effective January 1, 2000 is incorporated herein by reference, together with the Trust Agreement established by the Registrant between Firstar Bank, N.A. (Trustee) and Donald H. Walker (Grantor). There are identical Trust Agreements between Firstar Bank, N.A. (Trustee) and Craig F. Maier, Paul F. McFarland, W. Gary King, Karen F. Maier, Ken C. Hull and certain other "highly compensated employees" (Grantors). * (21) Subsidiaries of the Registrant** (23) Consent of Grant Thornton LLP ------------------------------------------------ * denotes compensatory plan or agreement **previously filed b). Reports on Form 8-K: On May 16, 2001 under Item 5, to report the sale of the Company's Quality Hotel Central to Stevens Hotel Group LLC for $3,900,000 cash, completing the Company's plan to divest its hotel operations. Financial statements were not required to be filed. -5- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended Report to be signed on its behalf by the undersigned, thereunto duly authorized. FRISCH'S RESTAURANTS INC. (Registrant) By /s/ Donald H. Walker June 19, 2002 --------------------------- ------------------- Donald H. Walker Date Vice President, Treasurer Chief Financial Officer -6- EX-23 3 dex23.txt CONSENT OF GRANT THORNTON LLP Exhibit 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated July 11, 2001, accompanying the financial statements included in the Annual Report of Frisch's Restaurants, Inc. on Form 10-K for the year ended June 3, 2001. We hereby consent to the incorporation by reference of said report in the Registration Statements of Frisch's Restaurants, Inc. on Form S-8 (Nos. 33-48321, 33-77988, 33-77990 and 333-63149). /s/ GRANT THORNTON LLP --------------------------------------- Grant Thorton LLP Certified Public Accountants Cincinnati, Ohio June 19, 2002 -7- -----END PRIVACY-ENHANCED MESSAGE-----