SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Amendment No. 4
Under the Securities Exchange Act of 1934
Frisch's Restaurants, Inc.
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(Name of Issuer)
Common Stock, No par value per share
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(Title of Class of Securities)
35874810
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(CUSIP Number)
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street, 18th Floor
Cincinnati, Ohio 45202
(513) 579-6411
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 29, 1996
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(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 [ ].
<PAGE>
CUSIP NO. 35874810 13D Page 2 of 6 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 541,954
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
441,954
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,954
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 35874810 13D Page 3 of 6 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 541,954
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
100,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,954
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 4 to Schedule 13D ("Amendment") is filed to amend Items
4 and 5 by adding the material set forth below.
Item 4 Purpose of Transaction.
On October 29, 1996, Messrs. Ruyan and Nussbaum attended their
first meeting as directors of Frisch's Restaurants, Inc. having been elected by
shareholders at the annual meeting held October 7, 1996 and adjourned until
October 24, 1996. At the meeting Messrs. Ruyan and Nussbaum were named to the
Audit and Compensation Committees, respectively, of the Board of Directors.
The Amendment to the Code of Regulations of Frisch's Restaurants,
Inc. which they proposed to require the majority of the directors of the Company
and the majority of each committee of the Board of Directors of the Company be
composed of non-management directors was adopted at the Annual Shareholders
Meeting by the affirmative vote of over one-half of the outstanding shares of
Common Stock. The vote was 3,604,502 shares for, 2,830,406 against with 38,423
abstaining. Their proposal to eliminate the classified Board of Directors failed
to receive the affirmative vote of a majority of the outstanding shares with the
vote being 3,407,520 shares for, 3,038,071 shares against and 27,740 shares
abstaining.
With the election of Messrs. Ruyan and Nussbaum, the Board is now
composed of four management and four non-management directors. The amendment to
Article II, Section 2 of the Company's Code of Regulations adopted by
shareholders at the October 7, 1996 Annual Shareholders' meeting reads: "A
majority of the Directors and of 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 a person having a material relationship with the
Corporation as an advisor or consultant."
Messrs. Ruyan and Nussbaum urged the Board to comply with the
newly adopted provision of the Code of Regulations providing that a majority of
directors and each committee thereof be non-management persons by securing the
resignation of a management director with the vacancy to be filled by a
non-management person selected by the four non-management directors, namely,
Messrs. Geeding, Mauch, Nussbaum and Ruyan. Alternatively, they suggested that
the Board could come into compliance either by calling a special meeting of
shareholders for the election of an additional director or by utilizing
provisions of Article II, Section 2 of the Company's Code of Regulations which
reads: "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 any time by
the Board." If the latter proposal is adopted, they propose that the current
outside directors select the new non-management director. The Board did not act
upon these proposals but instead asked that it be submitted for consideration at
the next directors' meeting. Messrs. Ruyan and Nussbaum intend to make that
submission.
Messrs. Ruyan and Nussbaum believe that it is incumbent upon the Board to
comply with the mandate of shareholders expressed at the Annual Meeting and to
operate in compliance with the provisions of Frisch's Code of Regulations. They
believe that the failure of the Company to comply with its own Code of
Regulations could, in certain instances, call into question the validity of
actions taken by the Board.
- 4 -
<PAGE>
In their proxy materials Messrs. Ruyan and Nussbaum stated that
if their efforts through the proxy solicitation resulted in a change in policies
and procedures they intended to seek reimbursement from the Board of Directors
for their expenses without further submission of the matter to a vote of
shareholders. Shareholders of Frisch's voted in favor of both proposals with the
awareness that reimbursement would be sought. Messrs. Ruyan and Nussbaum
requested the Board to reimburse them for their expenses but the Board took no
action and instead instructed them to submit the matter to the Board prior to
the next scheduled meeting. Messrs. Ruyan and Nussbaum intend to make that
submission.
Item 5 Interest in Securities of the Issuer.
I. Jerry L. Ruyan
(a) See page 2, nos. 11 and 13.
(b) See page 2, nos. 7-11.
(c) The following trades were made through market
transactions since Amendment No. 3 to Schedule 13D was
filed with the Securities and Exchange Commission on
September 6, 1996:
Purchase
Date or Sale Number of Shares Price Per Share
---- ------- ---------------- ---------------
9/5/96 Purchase 6,700 14.00
9/17/96 Purchase 56,000 13.875
(d) None.
(e) Not Applicable.
II. Barry S. Nussbaum
(a) See page 3, nos. 11 and 13.
(b) See page 3, nos. 7-11.
(c) The following trades were made through market
transactions since Amendment No. 3 to Schedule 13D was
filed with the Securities and Exchange Commission on
September 6, 1996:
Purchase
Date or Sale Number of Shares Price Per Share
---- ------- ---------------- ---------------
10/7/96 Purchase 4,400 14.54
(d) None.
- 5 -
<PAGE>
(e) Not Applicable.
III. Messrs. Ruyan and Nussbaum
(a)
(b) See pages 2 and 3, nos. 7-10.
(c) See (I)(c) and (II)(c) above.
(d) None.
(e) Not Applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 1, 1996 *
___________________________________
Jerry L. Ruyan
*
__________________________________
Barry S. Nussbaum
*By: Gary P. Kreider
---------------------------------
Gary P. Kreider
Attorney-in-Fact
