Amendment No. 2 to Schedule 13D

SC 13D/A 1 dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

FRISCH’S RESTAURANTS, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

358748101

(CUSIP Number)

James R. Cummins, Esq.

Waite, Schneider, Bayless & Chesley Co., L.P.A.

1513 Fourth & Vine Tower

One West Fourth Street

Cincinnati, Ohio 45202

(513) 621-0267

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 22, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for the other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 358748101
1.	Name of Reporting Persons. Karen F. Maier, Trustee of the Trust Established Under Item X.B(a) of the Will of David Frisch, Deceased
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions): N/A
5.	Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e): ¨
6.	Citizenship or Place of Organization: Ohio
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0.0%*
14.	Type of Reporting Person (See Instructions) OO

*	Based on information set forth on the Form 10-Q of Frisch’s Restaurants, Inc. as filed with the Securities and Exchange Commission on January 20, 2010, there were 5,107,058 shares of common stock, no par value, of the Company issued and outstanding as of December 21, 2009.

Item 1.

Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the common stock, no par value (the “Shares”), of Frisch’s Restaurants, Inc. (the “Company”), an Ohio corporation. The address of the principal executive offices of the Company is 2800 Gilbert Avenue, Cincinnati, Ohio 45206.

Item 2.

Identity and Background

Karen F. Maier is Trustee of the Trust established under Item X.B(a) of the Will of David Frisch, deceased (the “David Frisch Trust”).

Karen F. Maier

2800 Gilbert Avenue, Cincinnati, Ohio 45206

Ms. Maier is the Vice President of Marketing and a Director of Frisch’s Restaurants, Inc.

Ms. Maier has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Ms. Maier has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Ms. Maier being 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.

Ms. Maier is a United States citizen.

Item 3.

Source and Amount of Funds or Other Consideration

As reported on the initial Schedule 13D, the Shares owned by the David Frisch Trust were acquired through the bequest of David Frisch, the grandfather of Craig F. Maier and Karen F. Maier, and by purchases with trust assets.

This Amendment is being filed to report that:

On January 22, 2010, all Shares of the Company owned by the David Frisch Trust were distributed to the beneficiaries of the trust in accordance with the terms of the trust established under Item X.B(a) of the Will of David Frisch, deceased.

On January 25, 2010, Karen F. Maier became the sole Trustee of the David Frisch Trust upon the resignation of Craig F. Maier as Co-Trustee.

Item 4.

Purpose of Transaction

This Amendment is being filed to report that:

On January 25, 2010, Karen F. Maier became the sole Trustee of the David Frisch Trust upon the resignation of Craig F. Maier as Co-Trustee.

The David Frisch Trust has no plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a) Based on information set forth on the Form 10-Q of Frisch’s Restaurants, Inc. as filed with the Securities and Exchange Commission on January 20, 2010, there were 5,107,058 shares of common stock, no par value, of the Company issued and outstanding as of December 21, 2009. Accordingly, after the distributions of Shares to the beneficiaries on January 22, 2010, the David Frisch Trust owned no Shares of the Company, which is 0.0% of the outstanding Shares of the Company.

(b) As Co-Trustees, Craig F. Maier and Karen F. Maier shared the power to vote and to direct the disposition of the Shares held by the Trust until January 25, 2010. Upon Mr. Maier’s resignation as Co-Trustee on January 25, 2010, Karen F. Maier, as sole Trustee, assumed the sole power to vote and direct the disposition of all assets held by the Trust. See response to Item 2 for information regarding Ms. Maier. The information for Mr. Maier is as follows:

Craig F. Maier

2800 Gilbert Avenue, Cincinnati, Ohio 45206

Mr. Maier is the President and Chief Executive Officer and a Director of Frisch’s Restaurants, Inc.

Mr. Maier has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations of similar misdemeanors).

Mr. Maier has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Maier being 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.

Mr. Maier is a United States citizen.

(c) On January 22, 2010, all Shares owned by the David Frisch Trust were distributed to the beneficiaries of the trust in accordance with the terms of the trust established under Item X.B(a) of the Will of David Frisch, deceased.

(d) Craig F. Maier and Karen F. Maier served as Co-Trustees of the David Frisch Trust until January 25, 2010, therefore, they each shared the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares owned by the David Frisch Trust. Effective January 25, 2010, Karen F. Maier, as sole Trustee, assumed the

right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any stock owned by the David Frisch Trust.

(e) January 22, 2010.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Karen F. Maier is the sister of Craig F. Maier. The David Frisch Trust does not affirm the existence of a group.

Item 7.

Material to Be Filed as Exhibits

Not applicable.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


January 28, 2010				David Frisch Trust

				/s/ Karen F. Maier
				Karen F. Maier, Trustee

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).