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): July 25, 2012
FRISCH’S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
| OHIO | 001-07323 | 31-0523213 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | 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 July 25, 2012, the Board of Directors of Frisch’s Restaurants, Inc. took the following actions:
1 The Board of Directors authorized the Company to purchase, on the open market and in privately negotiated transactions, up to 450,000 shares of its common stock representing approximately 9 percent of the Company’s total outstanding shares. The authorization allows the purchases to begin immediately and to occur from time to time over the next three years.
2 The Board of Directors declared a special one-time dividend of $9.50 per share payable September 14, 2012 to shareholders of record at the close of business on August 31, 2012. The total amount of the special dividend payment will be approximately $46.9 million based on the present number of shares outstanding.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit 99.1 — News release issued by the Company on July 27, 2012 is filed herewith.
Exhibit 99.2 — News release issued by the Company on July 30, 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 July 30, 2012 | BY | /s/ Mark R. Lanning | ||||
| Mark R. Lanning | ||||||
| Vice President-Finance, 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 Restaurants, Inc. Announces
Stock Repurchase Program
FOR IMMEDIATE RELEASE
CINCINNATI, Ohio — July 27, 2012 — Frisch’s Restaurants, Inc. (NYSE MKT: FRS), announced today that its Board of Directors has authorized the Company’s purchase on the open market and in privately negotiated transactions, of up to 450,000 shares of its common stock, representing approximately 9% of the Company’s total outstanding shares. These purchases may begin immediately and may occur, from time to time, over the next three years.
Craig F. Maier, President and Chief Executive Officer, said, “This new stock repurchase program follows the successful completion of earlier programs that have added over 2.6 million shares to the treasury. It reflects our belief that the current share price represents a significant discount to the intrinsic value of the Company and that our stock is an attractive investment opportunity. Finally, it illustrates our commitment to enhancing long-term shareholder value and reflects our confidence in the future prospects of our Company. “
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.” All Big Boy restaurants are currently located in various regions of Ohio, Kentucky and Indiana.
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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Exhibit 99.2
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 Restaurants, Inc. Declares
Special Dividend of $9.50 per share
FOR IMMEDIATE RELEASE
CINCINNATI, Ohio — July 30, 2012 — Frisch’s Restaurants, Inc. (NYSE MKT: FRS), announced today that the Board of Directors declared a special one-time dividend of $9.50 per share payable on September 14, 2012, to shareholders of record at the close of business on August 31, 2012. The total amount of the special dividend payment will be approximately $46.9 million based on the present number of shares outstanding and is expected to be funded from the Company’s excess cash on hand. After payment of the special dividend, the Company expects to have sufficient cash and borrowing capacity to execute its strategy of growing its Big Boy concept including new stores, existing store renovations, ongoing investments in the productivity of its food production facilities and its recently announced share repurchase program.
Craig F. Maier, President and Chief Executive Officer, said, “The recent sale of our Golden Corral business unit presented us with a unique opportunity to return cash to our shareholders while maintaining a strong capital structure that supports our future growth. This special dividend underscores our board of directors’ commitment to deliver superior returns to our shareholders.”
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.” All Big Boy restaurants are currently located in various regions of Ohio, Kentucky and Indiana.
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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