0001069418-12-000005.txt : 20120919 0001069418-12-000005.hdr.sgml : 20120919 20120919111723 ACCESSION NUMBER: 0001069418-12-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120917 FILED AS OF DATE: 20120919 DATE AS OF CHANGE: 20120919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAIER KAREN F CENTRAL INDEX KEY: 0001069418 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07323 FILM NUMBER: 121099094 ISSUER: 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 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 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2012-09-17 0000039047 FRISCHS RESTAURANTS INC FRS 0001069418 MAIER KAREN F 2800 GILBERT AVENUE CINCINNATI OH 45206 1 1 0 0 VP - MARKETING Stock Option 31.40 2012-09-17 4 D 0 1750 0 D 2008-06-05 2017-06-05 Common Stock 1750 0 D Stock Option 20.55 2012-09-17 4 D 0 1167 0 D 2011-06-22 2020-06-22 Common Stock 1167 0 D Stock Option 21.90 2012-09-17 4 A 0 1750 0 A 2017-06-05 Common Stock 1750 1750 D Stock Option 11.05 2012-09-17 4 A 0 1167 0 A 2020-06-22 Common Stock 1167 1167 D Option to buy The reported transactions involved an amendment of outstanding options, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The reporting person agreed to the cancellation of the old option in exchange for a new option having a lower exercise price, which was adjusted in accordance with the applicable company plan, to reflect the special dividend recently declared and paid by the company. The option was originally granted on June 5, 2007 and provided for vesting in three equal installments, 1/3 each year on June 5, 2008, June 5, 2009 and June 5, 2010. The option was originally granted on June 22, 2010 and provided for vesting in three equal installments, 1/3 each year on June 22, 2011, June 22, 2012 and June 22, 2013. The shares reported represent the final 1/3 tranche, which will not vest until June 22, 2013. KAREN F. MAIER, BY MARK R. LANNING, P.O.A. 2012-09-17 EX-24 2 poakfm-11.htm
LIMITED POWER OF ATTORNEY FOR

SECTION 16 REPORTING OBLIGATIONS





 Know all by these presents, that the undersigned hereby makes,

constitutes and appoints each of the Vice President of Finance and

Director of Finance of Frisch's Restaurants, Inc., each acting

individually, as the undersigned's true and lawful attorney-in-fact, with

full power and authority as hereinafter described on behalf of and in the

name, place and stead of the undersigned to:



 (1) prepare, execute, acknowledge, deliver and file Forms 3,

4, and 5 (including any amendments thereto) with respect to the securities

 of Frisch's Restaurants, Inc., an Ohio corporation (the "Company"), with

the United States Securities and Exchange Commission, any national

securities exchanges and the Company, as considered necessary or advisable

under Section 16(a) of the Securities Exchange Act of 1934 and the rules

and regulations promulgated thereunder, as amended from time to time

(the "Exchange Act");



 (2) seek or obtain, as the undersigned's representative and

on the undersigned's behalf, information on transactions of the Company's

securities from any third party, including brokers, employee benefit plan

administrators and trustees, and the undersigned hereby authorizes any

such person to release any such information to the undersigned and

approves and ratifies any such release of information; and



(3) perform any and all other acts which in the discretion of such

attorney-in-fact are necessary or desirable for and on behalf of the

 undersigned in connection with the foregoing.



The undersigned acknowledges that:



(1) this Power of Attorney authorizes, but does not require, each such

 attorney-in-fact to act in their discretion on information provided to

such attorney-in-fact without independent verification of such information;



(2) any documents prepared and/or executed by either such

attorney-in-fact on behalf of the undersigned pursuant to this Power of

 Attorney will be in such form and will contain such information and

disclosure as such attorney-in-fact, in his discretion, deems necessary

or desirable;



(3) neither the Company nor either of such attorneys-in-fact assumes

 (i) any liability for the undersigned's responsibility to comply with

the requirement of the Exchange Act, (ii) any liability of the undersigned

for any failure to comply with such requirements, or (iii) any obligation

or liability of the undersigned for profit disgorgement under Section

16(b) of the Exchange Act; and



(4) this Power of Attorney does not relieve the undersigned from

responsibility for compliance with the undersigned's obligations under

 the Exchange Act, including without limitation the reporting requirements

 under Section 16 of the Exchange Act.



The undersigned hereby gives and grants each of the foregoing

attorneys-in-fact full power and authority to do and perform all

and every act and thing whatsoever requisite, necessary or appropriate

 to be done in and about the foregoing matters as fully to all intents

and purposes as the undersigned might or could do if present, hereby

ratifying all that each such attorney-in-fact of, for and on behalf of

the undersigned, shall lawfully do or cause to be done by virtue of this

 Limited Power of Attorney.



 This Power of Attorney shall remain in full force and effect

until revoked by the undersigned in a signed writing delivered to each

such attorney-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 15th day of June, 2011.





/s/ Karen F. Maier

Signature





Karen F. Maier

Print Name



STATE OF OHIO )

    )

COUNTY OF HAMILTON )



 On this 15th day of June, 2011, Karen F. Maier, personally appeared before me, and acknowledge that s/he executed

the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.





/s/ Jennifer Smith



Notary Public



My Commission Expires: 08/22/2012





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