SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
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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)
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<PAGE>
For Immediate Release -- September 20, 1996
Contact: Barry S. Nussbaum
1-888-481-4814 (toll-free)
Jerry L. Ruyan
1-800-205-0407
WOLVERINE PARTNERS ANNOUNCE A FRESH START FOR FRISCH'S
Wolverine Partners, Cincinnati, Ohio, today announced more
details relating to their plans to increase shareholder value,
and the reasons for their extensive support among shareholders.
Mr. Barry Nussbaum discussed the theme of the Wolverine Platform.
"In German 'Frisch' means fresh. We intend to provide the
'Frisch start' this company's shareholders have been clamoring
for. Our slate of four board nominees are bottom line business-
men who have one mission -- enhancing shareholder value. The
Wolverine shareholder's rights proposals will set the stage for
the new Frisch's. Clearly it is the time for a 'Frisch start at
Frisch's Restaurants'" he said.
Mr. Jerry Ruyan expanded on Mr. Nussbaum's comments.
"Independent boards have become the bedrock of American corporate
governance. All across the country corporations have gotten the
message that boards of directors can and must have only one
master -- their shareholders. Staffing the board at Frisch's
with qualified independent board members will bring this company
in line with the rest of the corporate world."
The attached letter has been sent to all Frisch's shareholders
continuing to detail the problems at the Company and the
Wolverine solutions.
<PAGE>
WOLVERINE PARTNERS
BARRY S. NUSSBAUM
JERRY L. RUYAN
Dear fellow Frisch's Shareholder:
We are writing to you again in our continuing efforts to
change the direction of Frisch's and to get the company back on
the road to prosperity. Only the shareholders of Frisch's hold
the key to stop the erosion and the key is your BLUE proxy card.
Remember -- the shareholders own this company and the board's
primary goal should be to maximize shareholder value.
VOTE TO MAXIMIZE SHAREHOLDER VALUE
It is painfully obvious to us that Frisch's management and
board of directors appear unwilling or unable to address the
problems at the company. They appear unable to make decisions
that may jeopardize the future employment of family members.
We still have time to turn Frisch's around. By voting your
BLUE proxy card you will be sending the current board the message
that "business as usual" is not acceptable anymore. If you agree
that now is the time for a change at Frisch's, discard your white
proxy card sent to you by the current board. Do not return the
white card, it must be thrown away! If you have returned the
white card, in order to support the proposals of Wolverine
Partners, you must return a BLUE proxy card dated AFTER the white
card!
BELIEVE IT OR NOT
Can you believe that not one member of the S&P Restaurant
Index has a board of directors that is comprised of a majority of
inside directors? Why does current management feel that what is
standard for the companies in the S&P Restaurant Index should not
apply to them? Please remember from our last letter, the S&P
Restaurant Index soundly outperformed Frisch's. Do you get the
picture? Here is even bigger news. In the latest study of proxy
statements for 800 U.S. corporations, the average number of
insiders on those boards examined in 1995 was two. Frisch's has
six people on its eight member board which we would classify as
insiders. They study found, "Shareholder advocates generally
argue that a board with more outsiders is more demanding of the
company's management (because management) may put its own
interests ahead of shareholders"(1) Please keep in mind that
most, if not all of the Frisch's board insiders owe their current
employment as well as their current compensation to Jack and
Craig Maier.
FACTS ALL SHAREHOLDERS SHOULD KNOW
Did you know:
Since 1992 Frisch's annual earnings per share have decreased
56%! (2)(3)
Since 1992 the value of Frisch's shares have decreased 67%!
(2)(3)
Since 1992 the S&P Restaurant Index has increased 121%!
(2)(3)
___________________
(1) Source: Korn/Terry International, the executive search and
consulting firm.
(2) All statistics are from 4/92 (which was a high in the
company stock) through 2/96 when substantial Wolverine
purchases began
(3) Source: Bloomberg
<PAGE>
During this period if you had invested $10,000 in the S&P
Restaurant Index your investment would be worth $22,100 by
February 1996! (2)(3)
During this period if you had invested $10,000 in Frisch's
stock your investment would be worth $3,300 by February
1996! (2)(3)
During this period, while many other stock investments made
during the biggest bull market in generations have
appreciated dramatically, Frisch's investors have lost a
substantial portion of their original investment. In other
words had you invested in the S&P Restaurant Index instead
of Frisch's stock you would have made 670% more on your
investment!
In their latest letter to shareholders, management alludes
to their fair compensation. Are you aware that after four years
of declining earnings and declining shareholder equity that the
existing management has voted family members for the following
'golden compensation':
Jack Maier is being paid $300,000 per year as Chairman of
the Board. He is also guaranteed that upon his retirement,
disability or death he (or his survivors) will be paid
$214,050 ANNUALLY PLUS A 50% ADJUSTMENT FOR C.P.I. INCREASES
FOR TEN YEARS FOLLOWING HIS DEATH, DISABILITY OR RETIREMENT!
IN ADDITION HE WILL RECEIVE $100,000 PER YEAR FOR EACH YEAR
HE PROVIDES CONSULTING SERVICES TO THE COMPANY.
Craig Maier, President and CEO, is guaranteed that if there
is a change in control of the management of the company, he
will either be retained for three years employment, or if he
is replaced, he will be paid a lump sum of $893,000!.
OUR LONG-TERM VS. THEIR LONG-TERM
Let's examine the facts. The current management's long term
plan over the past years has already been implemented and its
results are self evident. In January 1988, (previous to Craig
Maier assuming the title of President and CEO) the stock was
selling at $32-7/8. After eight years of their long-term plan in
effect, by February 2, 1996 the stock value had dropped to 7-
11/16. Can we shareholders financially tolerate eight more years
of the current management's long-term plan? The Wolverine long-
term strategy is significantly more direct. We believe that the
assets of Frisch's may exceed $25 per share. Our sole mission
once in place on the board will be to implement numerous plans to
cause the company's earnings on these assets to reflect the true
value of the company. Only then will shareholder value be
enhanced. Your choice is simple...more years of management that
allowed your asset to decline by 76% over the last year years, or
the experience of successful businessmen whose sole focus is the
bottom line -- not the continued employment of their relatives.
___________________
(2) All statistics are from 4/92 (which was a high in the
company stock) through 2/96 when substantial Wolverine
purchases began
(3) Source: Bloomberg
<PAGE>
YOUR VOTE IS EXTREMELY IMPORTANT
1. Please SIGN, MARK, DATE and MAIL your BLUE proxy card in the
enclosed postage-paid envelope. If you wish to vote for our
Nominees, you must submit the enclosed BLUE proxy card and
must NOT submit Frisch's proxy card, even if you wish to
vote for any of Frisch's Nominees.
2. If you have already voted Frisch's proxy card, you have
every legal right to change your mind and vote FOR our
Nominees on the BLUE proxy card. Only your latest dated
proxy card will count.
3. If your shares are held for you by a bank or brokerage firm,
only your bank or broker can vote your shares and only after
receiving your instructions. Please call your bank or
broker and instruct your representatives to vote FOR our
Nominees on the BLUE proxy card.
4. Time is short. Please vote today!
If you have questions or need assistance in voting your
shares or in changing your vote, please contact Beacon Hill
Partners, Inc. at the toll-free number listed below.
BEACON HILL PARTNERS
90 Broad Street
New York, New York 10004
(212) 843-8500 (call Collect)
or
Call toll-free (800) 755-5001
<PAGE>
COMPARE THE SLATES:
FRISCH'S CANDIDATES WOLVERINE CANDIDATES
Alfred Cohen, attorney at the Thomas Doan, 25 years experi-
law firm that represents Fri- ence as a restaurant execu-
sch's, age 67, total shares tive including President and
owned 986, director since CEO of a major restaurant
1968. chain, age 56.
Lou Ullman, retiring Frisch's Arthur Engel, executive and
CFO, age 64, total shares investor in numerous busi-
owned 4,520, director since nesses including various res-
1965. taurants and a former owner
of the San Diego Padres, age
50, total shares owned
89,300.
William Mauch, attorney firm Barry Nussbaum, executive and
administrator, age 75, total investor in numerous busi-
shares owned 2,155, director nesses including extensive
since 1992. real estate holding, age 41,
total shares owned 95,600.
Jack Maier, Chairman of the Jerry Ruyan, co-founder of
Board of Frisch's, age 71, Meridian Diagnostics, Inc.
total shares controlled as and investor in numerous bus-
David Frisch's son-in-law inesses including several
1,615,728 (excluding board restaurant chains, age 50,
granted unexercised options), total shares owned 441,954.
director since 1961.
Together our slate of directors owns 626,854 shares. UNLIKE
THE MAJORITY OF STOCK OWNED BY THE CURRENT COMPANY MANAGEMENT, WE
BOUGHT EVERY SINGLE SHARE OF STOCK WE OWN. WE HAVE OUR OWN MONEY
AT RISK IN THIS INVESTMENT. DO NOT LET THE CURRENT BOARD CONFUSE
THE ISSUES. OUR INTERESTS ARE THE SAME AS YOUR INTERESTS. KEEP
IN MIND THAT IF WE ARE ELECTED TO THE BOARD UNDER SEC RULES, OUR
STOCK WOULD NOT BE FREELY TRADABLE. CLEARLY OUR FINANCIAL
COMMITMENT IS EXTRAORDINARY AND OBVIOUSLY VERY VERY LONG TERM.
Our goal is to simply make sure that Frisch's acts in the
best interest of all shareholders. By voting the BLUE card, we
are offering you the following:
A strong personal financial commitment to Frisch's future.
A slate of nominees who are proven businessmen with the
qualifications necessary to guide Frisch's back to financial
health.
A three point plan that is designed to bring about results
and not force shareholders to wait years for management to
implement what they have been promising.
FRISCH'S NEEDS A FRESH START
In German "Frisch" means "fresh." Clearly that is what is
needed for all of us shareholders. Help us provide that "Frisch
Start" by supporting our leadership and shareholder rights
proposals to help us all maximize the value of our shares. We
have made our long term commitment. We are asking for you to
join with us so we may all benefit.
Please sign and return the enclosed BLUE proxy card today.
If you have any questions, please feel free to call us at:
Barry Nussbaum
toll-free (888) 481-4814
Jerry Ruyan
toll-free (800) 205-0407
