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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Frisch's Restaurants, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Regisration Statement No:
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4) Date Filed:
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LOGO
September 25, 1996
Dear Fellow Shareholder:
We need your help! We are again soliciting your proxy for the 1996 Annual
Meeting of Frisch's Restaurants, Inc. and urge you to VOTE FOR OUR NOMINEES to
the Board of Directors and AGAINST THE TWO PROPOSALS OF WOLVERINE PARTNERS
(Wolverine) to amend Frisch's Code of Regulations. Please do not return any
blue Wolverine proxy cards. Just tear them up! If you mistakenly mailed a
blue proxy card, you can revoke it by signing and mailing the enclosed WHITE
proxy card. We appreciate your support and we will vote your shares as you have
indicated. If you have not yet signed, dated and mailed your WHITE proxy card,
enclosed for your convenience is another WHITE proxy card. It is not too late
to cast your vote.
CURRENT MANAGEMENT'S STRATEGY IS PAYING OFF CONTRARY TO WOLVERINE'S STATEMENTS
We expect to release our first quarter earnings report next week which will
reflect our third straight quarter of improved earnings. During the last two
years we suffered growing pains from a too rapid expansion program, however, we
have made the necessary adjustments to produce higher earnings. We are
confident that our long-range strategy is paying dividends and will
successfully build shareholder value.
OUR NOMINEES ARE FAR SUPERIOR TO WOLVERINE'S NOMINEES
Our nominees are currently Directors of the Company and are highly
knowledgeable about the family restaurant segment of the food service industry
and the specific issues and challenges facing your Company. We have been able
to implement changes with the support of an experienced Board. IT REQUIRES
KNOWLEDGE OF THIS BUSINESS TO COMPETE EFFECTIVELY IN TODAY'S MARKETS. In
contrast, none of Wolverine's nominees appears to have any recent experience in
the family restaurant business. Furthermore, each of our Directors has been a
long-term shareholder of the Company. Conversely, no Wolverine nominee has
been a shareholder for longer than twenty months.
YOUR COMPANY BENEFITS FROM ITS CLASSIFIED BOARD AND DOES NOT NEED FORMAL
ELIGIBILITY CRITERIA FOR ITS DIRECTORS
The classified Board has enhanced our ability to concentrate our efforts on
longer-term projects and initiatives. We believe that the Board should consist
of the best Directors available and that the qualifications required by the
Wolverine proposal are too narrow and could limit the availability of talented
individuals to serve on the Board. A similar proposal was defeated by
shareholders at last year's Annual Meeting.
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In a recent Wolverine press release, Jerry Ruyan was quoted as saying,
"Independent boards have become the bedrock of American corporate governance."
What Mr. Ruyan failed to disclose was that as a co-founder of Meridian
Diagnostics, Inc. he served for years as a non-independent director on a board
dominated by non-independent directors, as defined in Wolverine's second
proposal.
FOR ALL OF THE FOREGOING, WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED
WHITE PROXY CARD.
We appreciate your continued support.
On behalf of Your Board of Directors,
/s/ Jack C. Maier
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Jack C. Maier, Chairman of the Board
IMPORTANT
PLEASE DO NOT RETURN ANY WOLVERINE PROXY CARD FOR ANY REASON, EVEN AS A PROTEST
VOTE. JUST TEAR IT UP!
ONLY YOUR LATEST PROXY CARD COUNTS.
IF YOU HOLD SHARES THROUGH A BANK OR BROKER ONLY THE BANK OR BROKER CAN VOTE ON
YOUR BEHALF. PLEASE CONTACT YOUR ACCOUNT REPRESENTATIVE AND TELL HIM (HER) TO
VOTE THE WHITE PROXY CARD IMMEDIATELY.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL GEORGESON & COMPANY, OUR PROXY SOLICITOR:
1-800-223-2064
