0001193125-12-364962.txt : 20120822 0001193125-12-364962.hdr.sgml : 20120822 20120822124554 ACCESSION NUMBER: 0001193125-12-364962 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120822 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120822 DATE AS OF CHANGE: 20120822 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07323 FILM NUMBER: 121049421 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 8-K 1 d401590d8k.htm FORM 8-K Form 8-K

 

 

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): August 22, 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 August 22, 2012, the Company issued a news release to clarify the payment of its previously announced special dividend.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

Exhibit 99.1 – News release issued by the Company on August 22, 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 August 22, 2012      
   BY   

/s/ Mark R. Lanning

                    Mark R. Lanning
   Vice President-Finance, Chief Financial Officer,
              Principal Financial Officer and
                  Principal Accounting Officer
 EX-99.1 2 d401590dex991.htm EX-99.1 EX-99.1

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. Clarifies Payment of Special Dividend

FOR IMMEDIATE RELEASE

CINCINNATI, Ohio — August 22, 2012 – As previously announced, Frisch’s Restaurants, Inc. (NYSE MKT: FRS) declared a special one-time cash dividend of $9.50 per share payable on September 14, 2012, to shareholders of record on August 31, 2012. This dividend is taxable as an ordinary dividend and not as a return on capital.

For material special dividends, the rules of the New York Stock Exchange require the ex-dividend date to be one business day after the payment date. Accordingly, the ex-dividend date has been set for Monday, September 17, 2012. Shares of the Company’s stock will trade with “due-bills” beginning August 29, 2012 (two business days prior to the record date) through the September 14, 2012 payment date. Shareholders who sell their shares before the payment date will not be entitled to receive the special cash dividend from the Company.

Due-bills obligate sellers (who were shareholders of record on August 31) to deliver the dividend to the buyer. The due-bill obligations are settled customarily between the brokers representing the buyers and sellers of the stock. Frisch’s has no obligations for either the amount of the due-bill or the processing of the due-bill.

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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