UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2012
FRISCH’S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
| OHIO | 001-07323 | 31-0523213 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 2800 GILBERT AVENUE, CINCINNATI, OHIO | 45206 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code 513-961-2660
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On March 12, 2012, the Company issued a news release announcing that it had entered into an asset purchase agreement with NRD Holdings, LLC to sell substantially all of the Company’s Golden Corral operations and real estate consisting of restaurants in Ohio, Indiana, Kentucky, West Virginia and Pennsylvania. Terms of the transaction were not disclosed. The transaction is expected to close by the end of the Company’s fiscal year ending May 29, 2012, subject to customary financing, due diligence and closing contingencies.
The news release is filed herewith as Exhibit 99.1.
Item 9.0.1. Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit 99.1 – News release issued by the Company on Mach 12, 2012 is filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FRISCH’S RESTAURANTS, INC. |
| (registrant) |
DATE March 13, 2012
| BY | /s/ Mark R. Lanning | |
| Mark R. Lanning Vice President and Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Company Contact:
Mark R. Lanning
Vice President-Finance and CFO
Frisch’s Restaurants, Inc.
2800 Gilbert Avenue
Cincinnati, OH 45206
(513) 559-5200
www.frischs.com
investor.relations@frischs.com
Frisch’s Announces Agreement to Sell Its
Golden Corral Business Segment
CINCINNATI, Ohio — March 12, 2012 — Frisch’s Restaurants, Inc. (NYSE Amex: FRS) today announced that it has entered into an asset purchase agreement with NRD Holdings, LLC (NRD) for the sale of substantially all of its Golden Corral operations and real estate consisting of restaurants in Ohio, Indiana, Kentucky, West Virginia and Pennsylvania. Terms of the transaction were not disclosed. The transaction is expected to close by the end of the company’s fiscal year ending May 29, 2012, subject to customary financing, due diligence and closing contingencies.
President and Chief Executive Officer, Craig F. Maier commented, “We are pleased with the conclusion of our review of strategic alternatives for our Golden Corral business segment and believe this outcome will enhance shareholder value.”
Brookwood Associates acted as exclusive financial advisor to the Company on the transaction.
About NRD
Founded in 1996 and based in Atlanta, NRD Holdings, LLC, operates restaurant locations in Georgia, Florida, Arizona, and California and operates a variety of high-profile brands including Popeyes, Checkers/Rally’s and Domino’s. Aziz Hashim, NRD president and CEO, is a well-respected within the franchise industry and serves on several boards including the International Franchise Association and Popeye’s Foundation. For more information, please visit www.nrdiusa.com.
About Frisch’s Restaurants, Inc.
Frisch’s is a regional company that operates full service family-style restaurants under the name “Frisch’s Big Boy.” The company also operates grill buffet style restaurants under the name “Golden Corral” pursuant to certain licensing agreements. All Big Boy restaurants are currently located in various regions of Ohio, Kentucky and Indiana. Golden Corral restaurants currently operate primarily in the greater metropolitan areas of Cincinnati, Cleveland, Columbus, Dayton and Toledo, Ohio; Louisville, Kentucky and Pittsburgh, Pennsylvania which includes locations in the adjoining states of Indiana and West Virginia.
The company owns the trademark “Frisch’s” and has exclusive, irrevocable ownership of the rights to the “Big Boy” trademark, trade name and service marks in the states of Kentucky and Indiana, and in most of Ohio and Tennessee. All of the Frisch’s Big Boy restaurants also offer “drive-thru” service. The company also licenses Big Boy restaurants to other operators, currently in certain parts of Ohio, Kentucky and Indiana.
Statements contained in this press release which are not historical facts are forward looking statements as that item is defined in the Private Securities Litigation Act of 1995. Such forward looking statements are subject to risks and uncertainties which could cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the company’s filings with the Securities and Exchange Commission.
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