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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:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
Frisch's Restaurants, 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).
[ ] $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:
_________________________________________________________
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(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:
_________________________________________________________
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URGENT! LATE BREAKING NEWS ... URGENT! LATE BREAKING NEWS
FOR IMMEDIATE RELEASE - September 30, 1996
Contact: Jerry L. Ruyan
1-800-205-0407 (toll-free)
Barry S. Nussbaum
1-888-481-4814 (toll-free)
INSTITUTIONAL SHAREHOLDER SERVICES (ISS) ENDORSES WOLVERINE
PARTNERS SHAREHOLDER PROPOSALS FOR FRISCH'S RESTAURANTS
Wolverine Partners, Cincinnati, Ohio today was gratified to learn
that Institutional Shareholder Services, (ISS) has released their
lengthy report on Frisch's Restaurants, Inc. (Frisch's), proxy
contest. (ISS is one of the most widely followed independent
organizations specializing in proxy analysis for institutional
investors.) In their 19 page report, it was stated, "ISS
believes that it is a fundamental tenent of corporate governance
that the board of directors (of Frisch's) should be an
independent body capable of providing objective oversight of top
management and the overall direction of the company. This goal
can best be achieved when the board is composed of directors who
are independent of management..." Wolverine couldn't agree more!
ISS also completely endorsed the Wolverine Proposal to eliminate
the staggered board of Frisch's. "The ability to elect directors
is the single most important use of the shareholder franchise,
and ISS believes all directors should be accountable--and
removable-- on an annual basis."
Mr. Barry Nussbaum related his reaction to the ISS endorsement of
both Wolverine shareholder rights proposals. "We feel so
validated that this most important endorsement for our proposals
has been received today. After extensive research done by ISS,
their support for our proposals reinforces the loud message that
shareholders have been sending management for some time. It is
time for the fresh start at Frisch's!"
Jerry Ruyan continued with the Wolverine reaction. "I am happy
to see that we have received the endorsement of such an important
independent advisory service. Because we need over 50% of the
outstanding shares supporting our proposals, this vote of confi-
dence is exactly what is needed to help us reach the last few
undecided shareholders."
Wolverine Partners believe that the conclusion of the ISS report
perfectly summarizes the Wolverine Proposals. "EMPIRICAL
EVIDENCE HAS SHOWN THAT BOARD MEMBERS WHO OWE THEIR ALLEGIANCE TO
THE COMPANY OR ITS CEO, WHO MAY HAVE HAND-PICKED MANY OF THE
DIRECTORS FOR SERVICE, HAVE BEEN COMPLACENT IN THE FACE OF POOR
PERFORMANCE." (capitals added).
"It has come to our attention that shareholders who have wanted
to support the Wolverine Proposals may have been confused by the
voting process. The rules are very simple. Do not return the
white proxy card, throw it away! If you have returned the white
card after the BLUE card, it has voided your vote on the BLUE
Wolverine card. If in error you have returned the white card
instead of, or after, our BLUE card, please call your broker
immediately and instruct him or her that you wish to vote the
BLUE card in favor of the Wolverine proposals. They will do that
for you. Every single vote counts. We need your support." Barry
Nussbaum said explaining the voting process.
If you need assistance in voting the BLUE proxy card, please call
our proxy solicitor, Beacon Hill Partners, Inc., at (800) 253-
3814 (toll-free).
VOTE THE BLUE CARD!
