<PAGE>
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
Frisch's Restarurants, Inc.
_________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Jerry L. Ruyan and Barry S. Nussbaum
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[X] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
___________________________________________________
2) Aggregate number of securities to which transaction
applies:
___________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (1)
___________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________
(1)Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identity 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:
___________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________
3) Filing Party:
___________________________________________________
4) Date Filed:
___________________________________________________
<PAGE>
PRELIMINARY COPY
WOLVERINE PARTNERS
BARRY S. NUSSBAUM
JERRY L. RUYAN
To Shareholders of Frisch's Restaurants, Inc.:
We are soliciting proxies for the 1996 Annual Meeting of
Frisch's Restaurants, Inc. to be held October ___, 1996 at ____
a.m. at ______________ pursuant to the attached Proxy Statement.
Our purpose is to adopt structural and management changes
which we believe will make the Company more responsive to
shareholders and increase shareholder value.
You may revoke any proxy previously given by executing our proxy
on the enclosed BLUE proxy card.
Call us if you have questions or suggestions.
Sincerely,
BARRY S. NUSSBAUM
(619) 481-3000
JERRY L. RUYAN
(513) 984-9730
August __, 1996
<PAGE>
NON-MANAGEMENT PROXY STATEMENT
OF
WOLVERINE PARTNERS
1996 ANNUAL MEETING OF SHAREHOLDERS
OF
FRISCH'S RESTAURANTS, INC.
2800 Gilbert Avenue
Cincinnati, Ohio 45206
This Proxy Statement, the accompanying letter to
shareholders of Frisch's Restaurants, Inc. and the enclosed BLUE
proxy card are furnished in connection with the solicitation of
proxies by Wolverine Partners for use at the 1996 Annual Meeting
of Shareholders of Frisch's to be held on _________________,
October __, 1996 at _____ _.m. at ______________________
_____________________ and at any adjournments or postponements
thereof. As of August __, 1996, the partners of Wolverine
Partners, Barry S. Nussbaum and Jerry L. Ruyan, together owned
approximately __% of Frisch's Common Stock.
Four Directors are to be elected at the 1996 Annual Meeting
to hold office for two years. Wolverine Partners is seeking
proxies for its non-management nominees, namely, Barry S.
Nussbaum, Jerry L. Ruyan, Nominee 3 and Nominee 4.
In addition, Wolverine Partners is proposing:
(1) To amend the Code of Regulations of Frisch's to
eliminate the classified Board of Directors and to provide that
all directors be elected annually for one-year terms; and
(2) To amend the Code of Regulations of Frisch's to require
that a majority of the directors of Frisch's and a majority of
each committee of the directors be composed of non-management
directors.
Shareholders of record at the close of business on August
__, 1996 are entitled to vote at the Annual Meeting and any
adjournment thereof. As of the Record Date, there were
_____________ shares issued and outstanding.
This Proxy Statement, the accompanying letter to
Shareholders and the BLUE proxy card are first being furnished to
Shareholders on or about August __, 1996.
August __, 1996
Cincinnati, Ohio
<PAGE>
IMPORTANT
We urge you to complete, sign, date and return the enclosed BLUE
proxy card to vote for the election of our nominees and for the
amendments to Frisch's Code of Regulations.
We urge you not to sign any proxy card sent to you by Frisch's.
If you have already done so, those proxies will be automatically
revoked if you sign and return to us the BLUE proxy card
enclosed. You can also revoke the earlier proxies by written
revocation sent to the Company or by appearing at the Annual
Meeting and voting in person.
[You can use the BLUE proxy card to vote on all of the issues to
be voted on at the Annual Meeting. On proposals not presented
within this Proxy Statement, the proxy holders plan to vote as
requested by the Board of Directors, unless you direct them
otherwise.]
Voting at the Annual Meeting
Shareholders may vote in person or by proxy at the Annual
Meeting. Proxies given may be revoked at any time by filing
either a written revocation or a duly executed proxy card bearing
a later date, or by appearing at the meeting and voting in
person.
Each share is entitled to one vote, together with the right
to cumulate votes, in electing directors. The proxies we are
soliciting will give us the right to cumulate votes.
Election of Directors
Frisch's has eight directors. The terms of Alfred M. Cohen,
Jack C. Maier, William A. Mauch and Louis J. Ullman will expire
at the Annual Meeting. We propose that shareholders elect our
nominees as the four directors of Frisch's to be elected at the
Annual Meeting. If elected, our nominees would hold office for
two years unless the proposal to amend the Code of Regulations to
eliminate the classified Board is adopted at the meeting. In
that case, the terms of all Directors would expire in 1997.
Although we have no reason to believe that any of our nominees
will be unable to serve as directors, if any one or more of our
nominees shall not be available to serve, the persons named on
the BLUE proxy card have agreed to vote for the election of such
substitute nominees as may be proposed by us.
The four nominees receiving the greatest number of votes
will be elected as Directors. Proxies which are marked "Withhold
Authority" or on which a broker has indicated a lack of
discretionary authority will be counted as present for the
purpose of determining a quorum but will not be voted in the
election of Directors.
<PAGE>
Shareholders have cumulative voting rights in the election
of Directors. We have given notice as required by law that
cumulative voting be invoked for the meeting. This means that
each vote to which you are entitled is multiplied by the number
of directors being elected, which in this case is four. The
total votes may then be cast for any one nominee or distributed
among nominees in any manner desired. Except to the extent votes
are withheld for any of our nominees, the persons named as
proxies on the BLUE proxy card intend to cumulate such votes in a
manner so as to maximize representation on the Frisch's Board of
our nominees.
We are soliciting the discretionary authority to cumulate
votes, and the persons named in the accompanying BLUE proxy will
have the authority to cumulate votes at their discretion. We
have not determined the order of priority in which we will cast
our cumulative votes among our four nominees, reserving that
judgment until the time of the meeting at which point we will
establish our strategy based on the number of votes we hold. We
reserve the right to change the priority of our nominees once
determined, depending upon the manner in which we believe other
votes will be cast and such other factors as we may deem
appropriate in our discretion consistent with the goal of
maximizing the number of our nominees elected to the Frisch's
Board of Directors.
The persons named as proxies on the BLUE proxy card do not
intend to vote any shares for the election of the nominees
proposed by Frisch's. Instead, they will cumulate votes in
respect of such shares to elect the maximum number of our
nominees. If the number of persons constituting the Frisch's
Board is increased prior to the election of directors at the
Annual Meeting, the persons named as proxies on the BLUE proxy
card reserve the right to vote for any additional nominees for
directors nominated by us.
The accompanying BLUE proxy card will be voted at the Annual
Meeting in accordance with your instructions on such card. You
may vote FOR the election of our nominees as the directors of
Frisch's or withhold authority to vote for the election of our
nominees by marking the proper box on the BLUE proxy card. You
may also withhold your vote from any of our nominees by striking
the name of such nominee in the list provided on the BLUE proxy
card.
If no marking is made and you have signed and dated the
proxy card, you will be deemed to have given a direction to
cumulate and vote the shares represented by the BLUE proxy card
for the election of our nominees, which votes will be
cumulatively allocated among our nominees at the discretion of
the proxies named on the BLUE proxy card.
<PAGE>
The following are our nominees as Directors:
Barry S. Nussbaum is a private investor specializing in the
acquisition, renovation and turn around of undervalued assets,
primarily in the real estate area. He is also a director of PR
Nutrition, Inc., a company in the sports food business.
Jerry L. Ruyan has been a director of Meridian Diagnostics,
Inc. since March 1977 and served as its Chief Executive Officer
from July 1992 through April 1995. He resigned as Secretary of
the company in June 1996 and his primary occupation now is as a
private investor.
Proposal to Amend the Code of Regulations to Eliminate the
Classified Board of Directors and to Provide That Each Director
Shall Serve One Year Terms
_______________________________________________________________
Frisch's Code of Regulations does not allow for the election
of all Directors at each Annual Shareholders' Meeting. Instead,
it separates the Board into two classes, with each class serving
for two years.
We believe that it is in the best interests of Frisch's and
its shareholders to eliminate the classified Board of Directors
which would permit shareholders to elect all Directors annually.
We believe that this will ensure that all Directors will be more
accountable to all shareholders each year. If this proposal is
adopted, it will govern the next election of directors.
The Code of Regulations provides that its provisions may be
amended or suspended at any Annual Meeting of Stockholders by a
majority vote of shareholders represented at the meeting. Since
abstentions and broker non-votes will be counted as present,
under these provisions their vote would have the effect of a "no
vote" to our proposal. Therefore, you should not check the
abstention box on the proxy card for this proposal unless you are
opposed to our proposal.
The resolutions to be considered by the shareholders in
connection with this proposal are annexed as Annex A to this
Proxy Statement.
Proposal to Amend the Code of Regulations to Provide That a
Majority of the Directors must Be Non-management Directors
___________________________________________________________
Frisch's Code of Regulations does not establish any
qualifications for Directors. Currently, six of the eight
Directors are members of management.
As a shareholder of Frisch's, Jerry Ruyan had requested that
the Board of Directors of Frisch's include a proposal in their
proxy statement requesting the Board of Directors to amend the
Code of Regulations to provide that a majority of Directors be
independent. Mr. Ruyan has withdrawn this request in favor of
the following proposal.
<PAGE>
We propose an amendment to the Code of Regulations requiring
that a majority of the Directors and each committee of the
Directors of Frisch's be persons who are not, and have not been
within the three years prior to their selection, an officer or
employee of Frisch's, a relative of any such person or a person
having a material relationship with the Company as an advisor or
consultant. The resolutions to be considered by shareholders in
connection with our proposal are annexed as Annex B to this Proxy
Statement.
We believe that it is in the best interests of Frisch's and
its shareholders to require that a majority of the Directors and
each committee of the Directors be composed of non-management
persons. We believe that this will better align Frisch's Board
of Directors and its committees with the interests of the non-
management shareholders.
As with the prior proposal, abstentions and broker non-votes
will have the effect of a "no vote" and, therefore, it is
important that you not check the abstention box unless you are
against the proposal.
Background and Reasons for the Solicitation
Background
__________
We sometimes operate under the name Wolverine Partners with
respect to our investment activities, and we have acquired our
present ____% ownership of Frisch's Common Stock as an investment
which we believe is capable of increasing in value through
improved management of Frisch's business.
By letter from our counsel dated May 24, 1996 to Frisch's,
we 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, we stated our
intention to nominate ourselves or other qualified outside
individuals with significant business experience as directors at
the 1996 Annual Meeting of Shareholders.
On June 7, 1996, we met with Craig Maier, President and
Chief Executive Officer of Frisch's, and Louis J. Ullman, Chief
Financial Officer of Frisch's, in which we proposed changes in
Frisch's business designed to enhance shareholder value. These
proposals included the disposition of assets that we 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. We 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 were all designed to further
our goal of enhancing shareholder value.
<PAGE>
We have received negative responses from current management
to all of their proposals for structural and business changes to
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." Mr. Ruyan has
received a favorable oral response from Frisch's that he may have
access to the shareholder list as of the Record Date.
Other Matters to be Considered at the Annual Meeting
[incorporate proposals of Frisch's by reference]
Other Proposals
EXCEPT AS SET FORTH ABOVE, WE ARE NOT AWARE OF ANY PROPOSALS
TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER PROPOSALS
BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED ON THE
BLUE PROXY CARD WILL ABSTAIN FROM VOTING ON SUCH PROPOSALS UNLESS
SUCH PROPOSALS ADVERSELY AFFECT OUR INTERESTS AS DETERMINED BY US
IN OUR SOLE DISCRETION, IN WHICH EVENT SUCH PERSONS WILL VOTE ON
SUCH PROPOSALS AT THEIR DISCRETION.
Certain Additional Information
The Frisch's Proxy Statement contains additional information
with respect to the Record Date, the number of shares outstanding
on the Record Date, the voting and revocation of proxies,
cumulative voting for the election of directors, Frisch's
nominees for election of directors, the proposals of Frisch's
Board of Directors, the vote required to approve the proposals of
Frisch's Board of Directors, the beneficial owners of more than
5% of the Common Stock of Frisch's, the share ownership of
directors and officers of Frisch's, and the date by which
shareholder proposals intended to be submitted at Frisch's 1997
Annual Meeting of Shareholders must be received by Frisch's for
inclusion in its proxy statement for that meeting. Such
information, which we have not independently verified, is
incorporated by reference in this Proxy Statement.
<PAGE>
Solicitation of Proxies
Proxies may be solicited by mail, advertisement, telephone,
telecopier or in person. Solicitations are expected to be made
by us and other persons we hire by them who will be compensated
for their efforts. We have requested banks, brokerage firms and
other custodians, nominees and fiduciaries to forward all of its
solicitation materials to the beneficial owners of the shares
they hold of record. We will reimburse these record holders for
customary clerical and mailing expenses incurred by them in
forwarding these materials to their customers.
[Must state material features of any contract for services
in soliciting proxies, costs or anticipated costs, approximate
number of employees of solicitors who will contact security
holders, total anticipated expenditures, total expenditures to
date.]
If our efforts through this proxy solicitation result in a
change in the policies and procedures of Frisch's to the
advantage of shareholders, they intend to seek reimbursement from
Frisch's for our expenses.
SCHEDULE I
SHARES HELD BY WOLVERINE PARTNERS
Messrs. Ruyan and Nussbaum, the partners of Wolverine
Partners, are the beneficial and record holder of Shares
purchased in open market transactions executed on the American
Stock Exchange in the amount and on the dates set forth below:
Jerry L. Ruyan:
______________
Purchase
Date or Sale Number of Shares Price PerShare
________ _________ ________________ ______________
5/13/96 Purchase 9,300 $ 9.63
5/20/96 Purchase 7,900 $ 9.88
5/20/96 Purchase 10,100 $10.00
5/21/96 Purchase 51,700 $10.00
5/22/96 Purchase 1,000 $10.50
5/22/96 Purchase 73,500 $10.55
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
7/24/96 Purchase 10,000 $13.88
7/29/96 Purchase 5,000 $15.00
7/29/96 Purchase 5,000 $14.90
8/01/96 Purchase 4,100 $14.50
8/05/96 Purchase 20,700 $14.63
Barry S. Nussbaum:
_________________
Purchase
Date or Sale Number of Shares Price PerShare
________ _________ ________________ ______________
10/5/95 Purchase 5,200 $ 9.50
2/21/96 Purchase 4,000 $ 8.06
2/23/96 Purchase 5,000 $ 8.18
3/14/96 Purchase 1,000 $ 8.63
3/14/96 Purchase 3,000 $ 8.75
3/18/96 Purchase 3,000 $ 8.63
3/21/96 Purchase 5,000 $ 8.63
3/22/96 Purchase 5,000 $ 8.50
4/17/96 Purchase 18,800 $ 8.88
4/19/76 Purchase 9,000 $ 9.00
4/23/96 Purchase 10,400 $ 9.00
4/24/96 Purchase 500 $ 9.00
4/25/96 Purchase 10,000 $ 9.50
5/2/96 Purchase 100 $10.13
5/31/96 Purchase 10,000 $11.50
7/19/96 Purchase 100 $13.88
7/19/96 Purchase 5,000 $13.80
7/26/96 Purchase 500 $14.00
Except as disclosed in this Proxy Statement, neither Messrs.
Ruyan or Nussbaum owns any securities of Frisch's, beneficially
or of record, has purchased or sold any of such securities within
the past two years or is or was within the past year a party to
any contract, arrangement or understanding with any person with
respect to any such securities. Except as disclosed in this
Proxy Statement, to the best knowledge of Messrs. Ruyan and
Nussbaum, none of those nominated as Directors of Frisch's herein
or any of their associates beneficially owns, directly or
indirectly, any securities of Frisch's.
<PAGE>
Except as disclosed in this Proxy Statement, none of Mr.
Ruyan or Mr. Nussbaum, or, to their best knowledge, their
associates has any arrangement or understanding with any person
(1) with respect to any future employment by Frisch's or its
affiliates or (2) with respect to future transactions to which
Frisch's or any of its affiliates will or may be a party, other
than sales of products and services in the ordinary course of
business.
ANNEX A
WHEREAS, Article II, Section 1 of the Code of Regulations of
Frisch's Restaurants, Inc. (the "Corporation") currently provides
as follows:
The business of the corporation shall be managed and
conducted by a Board of Directors consisting of not
less than five (5) nor more than nine (9) members, one
of whom shall be designated Chairman and none of whom
need be shareholders of the corporation; and
WHEREAS, Article II, Section 2 of the Code of Regulations of
the Corporation currently provides as follows:
The Board of Directors of shall be elected at the
annual meeting of the shareholders, or, if not then
elected, or if such meeting be not held at the time
fixed therefore, then at a special meeting held for the
purpose of electing directors. The Board of Directors
shall be divided into two classes consisting of not
less than three directors each. Directors elected at
the first election of the first class shall hold office
for a term of one year. Directors elected at the first
election of the second class shall hold office for a
term of two years. In each instance, such Directors
shall hold office until their successors are elected
and qualified. Upon expiration of the terms of office
of the Directors as set forth above, their successors
shall be elected for a term of two years and until
their successors are elected and qualified. The
election of directors shall, if the number of persons
nominated be greater than the number of directorships
to be filled, be by ballot. At all election of
directors the candidates receiving the greatest number
of votes shall be elected. In the event that less than
nine (9) be elected at any annual meeting of
shareholders any vacancy or vacancies left open may be
filled at anytime by the Board.
NOW, THEREFORE, BE IT RESOLVED, that Article I, Section 1 of
the Code of Regulations of the Corporation be amended to read as
follows:
The business of the Corporation will be managed and
conducted by a Board of Directors. One of such
Directors shall be designated Chairman and none need be
shareholders of the Corporation. The number of
Directors, which shall not be less than three, may be
fixed or changed at a meeting of the Shareholders
called for the purpose of electing Directors at which a
quorum is present, by the affirmative vote of the
holders of a majority of the shares represented at the
meeting and entitled to vote on such proposal. In
addition, the number of Directors may be fixed or
changed by action of the Directors at a meeting called
for that purpose at which a quorum is present by a
majority vote of the Directors present at the meeting.
The Directors then in office may fill any Director's
office that is created by an increase in the number of
Directors. The number of Directors elected shall be
deemed to be the number of Directors fixed unless
otherwise fixed by resolution adopted at the meeting at
which such Directors are elected; and
<PAGE>
BE IT FURTHER RESOLVED, that Article I, Section 2 of the
Code of Regulations of the Corporation be, and it hereby is
restated to read as follows:
"The Directors shall be elected at the annual meeting
of the shareholders, or, if not then elected, or if
such meeting be not held at the time fixed theretofore,
then at a special meeting held for the purpose of
electing directors. Directors shall be elected for a
term of one year and until their successors are elected
and qualified. At all elections of directors, the
candidates receiving the greatest number of votes shall
be elected.
<PAGE>
ANNEX B
RESOLVED, that Article II, Section 1 of the Code of
Regulations of the Corporation be amended by adding a new
sentence to read as follows: "A majority of the Directors and
each committee of the Directors of the Corporation shall be
persons who are not, and have not been within three years of the
date of their selection, an officer or employee of the
Corporation or a relative of any such person or person having a
material relationship with the Corporation as an advisor or
consultant."
<PAGE>
FRISCH'S RESTAURANTS, INC.
PROXY FOR ANNUAL MEETING
The undersigned hereby appoints JERRY L. RUYAN and BARRY S.
NUSSBAUM, or either one of them, proxies of the undersigned, each
with the power of substitution, to vote cumulatively or otherwise
all shares of Common Stock which the undersigned would be
entitled to vote at the Annual Meeting of Shareholders of
Frisch's Restaurants, Inc. to be held on October __, 1996 at
_______ Eastern Time at _______________________________ or at any
postponed meeting or at and any adjournment of such meeting on
the matters specified below and in their discretion with respect
to such other business as may properly come before the meeting or
any postponed meeting or any any adjournment of such meeting.
This proxy revokes all prior proxies given by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. WITH RESPECT TO THE ELECTION OF DIRECTORS
(PROPOSAL 1), WHERE NO VOTE IS SPECIFIED OR WHERE A VOTE FOR ALL
NOMINEES IS MARKED, THE CUMULATIVE VOTES REPRESENTED BY A PROXY
WILL BE CAST AT THE DISCRETION OF THE PROXIES NAMED HEREIN IN
ORDER TO ELECT AS MANY OF THE FOUR NOMINEES AS BELIEVED POSSIBLE
UNDER THE THEN PREVAILING CIRCUMSTANCES. IF YOU WITHHOLD YOUR
VOTE FOR A NOMINEE, ALL OF YOUR CUMULATIVE VOTES WILL BE
DISTRIBUTED AMONG THE REMAINING NOMINEES IN THE DISCRETION OF THE
PROXIES NAMED HEREIN. WITH RESPECT TO PROPOSALS 2 AND 3, IF NO
MARKING IS MADE, THIS PROXY WILL BE VOTED FOR THE ADOPTION OF THE
AMENDMENTS TO THE CODE OF REGULATIONS. WITH REGARD TO PROPOSALS
PRESENTED IN THE PROXY STATEMENT OF THE BOARD OF DIRECTORS OF
FRISCH'S, THE INDIVIDUALS NAMED ABOVE WILL VOTE IN ACCORDANCE
WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS. THE
INDIVIDUALS NAMED ABOVE ARE AUTHORIZED TO VOTE IN THEIR
DISCRETION ON ANY OTHER MATTERS THAT PROPERLY COME BEFORE THE
MEETING
(This proxy is continued and is to be signed on the reverse
side)Proxy for Annual Meeting (continued)
<PAGE>
1. ELECTION OF DIRECTORS
[ ] FOR ALL NOMINEES LISTED BELOW (EXCEPT AS MARKED TO THE
CONTRARY)
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED
BELOW
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THAT NOMINEE'S
NAME IN THE LIST BELOW.)
Jerry L. Ruyan Barry S. Nussbaum
[Third Nominee] [Fourth Nominee]
2. APPROVAL OF THE PROPOSAL TO AMEND THE CODE OF REGULATIONS TO
ELIMINATE THE CLASSIFIED BOARD OF DIRECTORS AND TO PROVIDE
THAT ALL DIRECTORS BE ELECTED ANNUALLY FOR ONE YEAR TERMS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. APPROVAL OF THE PROPOSAL TO AMEND THE CODE OF REGULATIONS TO
REQUIRE THAT A MAJORITY OF THE DIRECTORS AND OF EACH
COMMITTEE THEREOF BE NON-MANAGEMENT DIRECTORS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE FOR
THE ELECTION OF SUCH SUBSTITUTE NOMINEE(S) FOR DIRECTOR(S)
AS SUCH PROXIES SHALL SELECT IF ANY NOMINEE(S) NAMED ABOVE
BECOME(S) UNABLE TO SERVE AND UPON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT
THEREOF.
5. WITH REGARD TO PROPOSALS PRESENTED IN THE PROXY STATEMENT OF
THE BOARD OF DIRECTORS OF FRISCH'S, THE INDIVIDUALS NAMED
ABOVE WILL VOTE IN ACCORDANCE WITH THE RECOMMENDATION OF THE
BOARD OF DIRECTORS.
Please date this Proxy and sign exactly as your name(s) appears
hereon. When signing as attorney, executor, administrator,
trustee, guardian or other representative, give your full title
as such. If a corporation, sign the full corporate name by an
authorized officer, stating his/her title. If a partnership,
sign in partnership name by authorized person.
Date __________________, 1996
______________________________________________
Signature
______________________________________________
Signature If held jointly
THIS PROXY IS SOLICITED ON BEHALF OF BARRY S. NUSSBAUM AND
JERRY L. RUYAN
