<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 13D
Amendment No. __
Under the Securities Exchange Act of 1934
Frisch's Restaurants, Inc.
_______________________________________________________
(Name of Issuer)
Common Stock, No par value per share
_______________________________________________________
(Title of Class of Securities)
35874810
_______________________________________________________
(CUSIP Number)
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street, 18th Floor
Cincinnati, Ohio 45202
(513) 579-6411
_______________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 17, 1996
_______________________________________________________
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [X].
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CUSIP NO. 35874810 13D Page 2 of 8 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mr. Jerry L. Ruyan -- ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 374,200
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
279,100
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 35874810 13D Page 3 of 8 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barry S. Nussbaum -- ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 374,200
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
95,100
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
___________________
This Schedule 13D relates to the common stock, no
par value per share, $1.00 stated value per share (the "Common
Stock"), of Frisch's Restaurants, Inc. (the "Frisch's"), an Ohio
Corporation. Frisch's principal executive offices are located at
2800 Gilbert Avenue, Cincinnati, Ohio 45206.
Item 2. Identity and Background.
_______________________
Jerry L. Ruyan
______________
(a) Jerry L. Ruyan
(b) 8730 Red Fox Lane, Cincinnati, Ohio 45243
(c) Mr. Ruyan is primarily engaged in the
business of investing. He conducts his
investment activities from the address
listed in (b) above.
(d) Mr. Ruyan, during the last five (5) years,
has not been convicted in a criminal
proceeding (excluding traffic violations
or similar misdemeanors).
(e) Mr. Ruyan, during the last five (5) years,
has not been a party to a civil proceeding
of a judicial or administrative body of
competent jurisdiction which resulted in
Mr. Ruyan being at any time 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.
(f) United States citizen.
Barry S. Nussbaum
_________________
(a) Barry S. Nussbaum.
(b) Barry Nussbaum Company, 2775 Via De La
Valle, Suite 205, Del Mar, California
92014
(c) Mr. Nussbaum is primarily engaged in the
business of investing. He conducts his
investment activities from the address
listed in (b) above.
(d) Mr. Nussbaum, during the last five (5)
years, has not been convicted in a
criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Nussbaum, during the last five (5)
years, has not been a party to a civil
proceeding of a judicial or administrative
body of competent jurisdiction which
resulted in Mr. Nussbaum being at any time
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.
(f) United States citizen.
Messrs. Nussbaum and Ruyan are also doing business
under the name of Wolverine Partners for purposes of their
holdings in Frisch's.
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Item 3. Source and Amount of Funds.
__________________________
Messrs. Ruyan and Nussbaum have utilized their
personal funds in connection with acquisitions to date of the
Common Stock.
Item 4. Purpose of Transaction.
______________________
Messrs. Ruyan and Nussbaum have acquired their
present positions in the Common Stock as an investment which they
believe is capable of increasing in value through improved
management of Frisch's business.
Towards that end, they have proposed a resolution
for management's Proxy Statement for the 1996 Annual Meeting of
Shareholders, which is expected to be held in October, to require
that the Board of Directors be composed of a majority of
directors independent of management. By letter from counsel for
Messrs. Ruyan and Nussbaum dated May 24, 1996, they also proposed
that Frisch's present management take steps to eliminate the
classification of directors, to set the number of directors to be
elected and to provide that all directors be elected annually for
one-year terms. In addition, they stated their intention to
nominate themselves or other qualified outside individuals with
significant business experience as directors at the 1996 Annual
Meeting of Shareholders.
In addition to structural changes, Mr. Nussbaum or
Ruyan are considering changes in Frisch's business designed to
enhance shareholder value. These proposals include the
disposition of assets that they do not consider consistent with
Frisch's core restaurant business such as certain real estate
investments, including one property that has been operated as a
horse farm and two Cincinnati hotel properties. They have also
proposed a computerized ordering and sales and marketing system,
a public announcement of Frisch's intention to sell its interest
in the Cincinnati Reds and a number of other proposals designed
to result in the production of significant income to Frisch's.
These proposals are all designed to further Messrs. Nussbaum's
and Ruyan's goal of enhancing shareholder value.
These proposals were also made directly to Craig
Maier, President and Chief Executive Officer, and Louis J.
Ullman, Chief Financial Officer, at a meeting arranged by Messrs.
Nussbaum and Ruyan at Frisch's offices on June 7, 1996.
Messrs. Nussbaum and Ruyan have received negative
responses from current management to all of their proposals for
structural and business changes to Frisch's.
Messrs. Nussbaum and Ruyan intend to meet with
Frisch's non-management directors.
<PAGE>
Messrs. Nussbaum and Ruyan may solicit proxies in
order to accomplish any or all of their objectives. They may
also acquire additional Common Stock of Frisch's.
By letter dated July 9, 1996, Mr. Ruyan made a
formal demand for a shareholder list pursuant to Ohio Revised
Code Section 1701.37(C) in order to enable him to make copies or
extracts thereof for the purpose of obtaining the names,
addresses and holdings of other shareholders with whom he may
desire to communicate regarding the affairs of Frisch's. Ohio
Revised Code Section 1701.37(C) provides, in pertinent part, that
"any shareholder of the corporation, upon written demand stating
the specific purpose thereof, shall have the right to examine in
person or by agent or attorney at any reasonable time and for any
reasonable and proper purpose the ... records of shareholders ...
and to make any copies or extracts thereof." No response has
been received with respect to this demand, and, if a favorable
response is not received in the near future, Mr. Ruyan intends to
commence litigation under Ohio Revised Code Section 1701.37(C) to
enforce his rights under Ohio law to obtain the records of
shareholders.
Messrs. Nussbaum and Ruyan may acquire additional
Common Stock and consider proposals in addition to those
delineated above designed to enhance shareholder value.
Item 5. Interest in Securities of Issuer.
________________________________
I. Jerry L. Ruyan
______________
(a) See page 2, nos. 11 and 13.
(b) See page 2, nos. 7-10.
(c) All of the following trades were made
through market transactions in the last 60
days:
Purchase Number Price
Date or Sale of Shares Per Share
_______ ________ _________ _________
5/29/96 Purchase 52,200 $10.94
6/3/96 Purchase 900 $11.50
6/4/96 Purchase 1,900 $11.50
6/5/96 Purchase 7,200 $11.50
6/7/96 Purchase 5,000 $11.50
7/2/96 Purchase 10,000 $11.50
7/10/96 Purchase 10,000 $11.25
7/16/96 Purchase 12,600 $11.75
7/17/96 Purchase 12,400 $12.19
7/17/96 Purchase 5,000 $13.71
7/17/96 Purchase 1,700 $12.25
7/22/96 Purchase 600 $13.88
7/22/96 Purchase 6,100 $14.00
(d) None.
(e) Not Applicable.
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II. Barry S. Nussbaum
_________________
(a) See page 3, nos. 11 and 13.
(b) See page 3, nos. 7-10.
(c) All of the following trades were made
through market transactions in the last 60
days:
Purchase Number Price
Date or Sale of Shares Per Share
________ ________ _________ _________
5/31/96 Purchase 10,000 $11.50
7/19/96 Purchase 100 $13.88
7/19/96 Purchase 5,000 $13.80
(d) None.
(e) Not Applicable.
III. Messrs. Ruyan and Nussbaum
__________________________
' (a) 374,200 shares or 5.4%
(b) See pages 2 and 3, nos. 7-10
(c) See (I)(c) and (II)(c) above.
(d) None.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the
Issuer.
_______________________________________________
Messrs. Ruyan and Nussbaum have agreed to act in
concert with respect to their objectives as to Frisch's.
Item 7. Material to be filed as Exhibits.
________________________________
1. Powers of Attorney executed in connection
with filings under the Securities Exchange
Act of 1934
2. Agreement required pursuant to Regulation
Section 240.13d-1(f)(1) promulgated under
the Securities Exchange Act of 1934.
Dated: July 23, 1996 *
___________________________
Jerry L. Ruyan
*
___________________________
Barry S. Nussbaum
*By: Gary P. Kreider
______________________
Gary P. Kreider
Attorney-in-Fact
<PAGE>
EXHIBIT 1
POWER OF ATTORNEY
I, JERRY L. RUYAN, hereby appoint GARY P. KREIDER
and MARK A. WEISS, or either of them, as my true and lawful
attorney-in-fact to sign on my behalf individually and to file
with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by me pursuant to
Section 13(d) of the Securities and Exchange Act of 1934.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of July, 1996.
Jerry L. Ruyan
________________________________
JERRY L. RUYAN
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EXHIBIT 1
POWER OF ATTORNEY
I, BARRY S. NUSSBAUM, do hereby appoint GARY P.
KREIDER and MARK A. WEISS, or either of them, as my true and
lawful attorney-in-fact to sign on my behalf individually and to
file with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by me pursuant to
Section 13(d) of the Securities and Exchange Act of 1934.
IN WITNESS WHEREOF, I have hereunto set my hand this
23rd day of July, 1996.
Barry S. Nussbaum
________________________________
BARRY S. NUSSBAUM
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EXHIBIT 2
AGREEMENT
This Agreement ("Agreement") executed this 23rd day
of July, 1996 is by and among MR. BARRY S. NUSSBAUM and MR. JERRY
L. RUYAN.
WHEREAS, as of the date of this Agreement, the
Shareholders own approximately 5.6% of the common stock, no par
value per share, stated value $1.00 per share (the "Common
Stock"), of Frisch's Restaurants, Inc., an Ohio corporation;
WHEREAS, the Shareholders may be deemed to be the
beneficial owners of the Common Stock pursuant to Regulation
Section 240.13d-3 promulgated under the Securities Exchange Act
of 1934;
WHEREAS, the Shareholders from time to time must
file statements pursuant to certain sections of the Securities
Exchange Act of 1934 concerning their ownership of Common Stock.
NOW, THEREFORE, BE IT RESOLVED that the Shareholders
do hereby agree to file jointly with the Securities Exchange
Commission any schedules or other filings or amendments thereto
made by or on behalf of the Shareholders pursuant to Section
13(d) of the Securities Exchange Act of 1934.
Barry S. Nussbaum
_____________________________________
Barry S. Nussbaum
Jerry L. Ruyan
_____________________________________
Jerry L. Ruyan
