<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).
[ ] $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>
AMENDED 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 7, 1996 at 10:00
a.m. Eastern Time at the Quality Hotel Riverview, 668 W. Fifth
Street, Covington, Kentucky 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.
We need your support. All shareholders of record on August
9, 1996 are entitled to vote. 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 27, 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 7, 1996 at
10:00 a.m. Eastern Time. at the Quality Hotel Riverview, 668 W.
Fifth Street, Covington, Kentucky and at any adjournments or
postponements thereof. As of August 9, 1996, the partners of
Wolverine Partners, Barry S. Nussbaum and Jerry L. Ruyan,
together owned 443,600 shares, or approximately 6.5%, of Frisch's
Common Stock.
Four Directors are to be elected at the 1996 Annual Meeting.
Wolverine Partners is seeking proxies for its non-management
nominees, namely, Barry S. Nussbaum, Jerry L. Ruyan, Thomas W.
Doan and Arthur Engel.
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 9,
1996 are entitled to vote at the Annual Meeting and any
adjournment thereof. As of the record date, there were 6,882,609
shares issued and outstanding.
This Proxy Statement, the accompanying letter to
Shareholders and the BLUE proxy card are first being furnished 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 the enclosed BLUE proxy card to
us. 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.
We are not aware of any matters that will come before the meeting
other than the election of Directors and the matters specified on
our BLUE proxy card. Our proxy holders will vote in accordance
with their discretion on matters that may come before the meeting
which are not identified on the accompanying BLUE proxy card.
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 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.
<PAGE>
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.
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 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.
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, age 41, has been for the last 19 years 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. He has also been involved in
professional sports operations, primarily as director of sales
for the San Diego Clippers from 1978 to 1979. He holds a BA
degree from Claremont Men's College and a JD from the University
of San Diego School of Law. As of the record date for the Annual
Meeting he owned directly 95,600 shares of Frisch's Common Stock.
JERRY L. RUYAN, age 50, 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. He has a BS degree from
Ashland College and a MS degree from The Ohio State University.
As of the record date for the Annual Meeting he owned directly
348,000 shares of Frisch's Common Stock.
THOMAS W. DOAN, age 56, is the owner of the Rockin' Baja
Lobster Bar & Grill, a Southern California restaurant chain. He
has been in the restaurant business since 1971 with Continental
Restaurant Systems from 1971 to 1975 as a Vice President and from
1975 to 1984 as Chief Operating Officer. From 1984 through 1986
he was President and Chief Operating Officer of Vicorp Specialty
Restaurants, which he and other investors purchased through a
leveraged buyout transaction in 1986. From that time until 1991
he was President, Chief Operating Officer and a principal
shareholder of the business which was renamed Paragon Restaurant
Group and which reached $250 million in sales through 132
restaurants during that period. He has a BA degree from Denison
College and an MBA from the University of Chicago. As of the
record date for the Annual Meeting Mr. Doan owned no shares of
Common Stock of Frisch's.
ARTHUR ENGEL, age 50, is Chairman and Chief Executive
Officer of Southwest Marine, Inc., which is the largest West
Coast network of ship repair yards. His other business interests
include an operator of a fleet of bay cruisers in the San Diego
harbor area and as developer of the Ferry Landing Marketplace, a
speciality shopping and dining center in Coronado, California.
From 1990 to 1994 he was Vice Chairman and a partner of the San
Diego Padres until that team was sold. He is a director of
Mutual Risk Management, a NYSE company. He has degrees in
Economics and Business Administration from the University of
California - Santa Barbara. As of the record date for the Annual
Meeting he owned directly 80,000 shares of Frisch's Common Stock.
<PAGE>
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.
Approval of this amendment to the Code of Regulations
requires the affirmative vote of a majority of the outstanding
shares of Frisch's Common Stock. Abstentions and broker non-
votes will 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 it.
The resolutions to be considered by the shareholders in
connection with this proposal are annexed as Annex A to this
Proxy Statement.
<PAGE>
Proposal to Amend the Code of Regulations to Provide That a
Majority of the Directors and of Each Committee of the Directors
Be Composed of Non-management Persons
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.
We propose that shareholders amend the Code of Regulations
to require the 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.
<PAGE>
As with the prior proposal, approval of this amendment to
the Code of Regulations requires the affirmative vote of a
majority of the outstanding shares of Frisch's Common Stock.
Abstentions and broker non-votes will have the effect of a "no
vote." Do 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 6.5% 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, and 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. However, primarily because of
the lack of access to relevant data, we have not made a financial
analysis of the cost and benefits of these proposals so our
conclusion that they would generate income and enhance
shareholder value are based on our general observations and
beliefs.
We have received negative responses from current management
to all of our proposals for structural and business changes to
Frisch's.
<PAGE>
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 access to the shareholders list determined as of the
record date of August 9, 1996.
Barry S. Nussbaum is President of Barry Nussbaum Company and
his business address is 2775 Via De La Valle, Suite 205, Del Mar,
California 92014. He is primarily engaged in the business of
investing through this company. As of the record date for the
Annual Meeting on August 9, 1996, he owned directly 95,600 shares
of Common Stock of Frisch's and shared voting power with Mr.
Ruyan as to 443,600 shares. Other than his relationship with Mr.
Ruyan he has not, within the last year, been a party to any
arrangements or understandings with respect to the Frisch' Common
Stock.
Jerry L. Ruyan's principal occupation is investment in
business ventures, primarily privately held organizations. He is
a Partner in Redwood Ventures, LLC. and conducts his business
primarily from 8730 Red Fox Lane, Cincinnati, Ohio 45243 and also
through Redwood Ventures at 10260 Alliance Road, Suite 350,
Cincinnati, Ohio 45242. As of the record date for the Annual
Meeting on August 9, 1996, he owned directly 348,000 shares of
Common Stock of Frisch's and shared voting power with Mr.
Nussbaum as to 443,600 shares. Other than his relationship with
Mr. Nussbaum he has not, within the last year, been a party to
any arrangements or understandings with respect to the Frisch's
Common Stock.
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 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 who will be compensated for their
efforts. We have requested banks, brokerage firms and other
custodians, nominees and fiduciaries to forward all of their
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.
We have engaged Beacon Hill Partners, Inc. as our proxy
solicitors and anticipate that their fees for that service will
be approximately $20,000. Through August 22, 1996 we have
expended approximately $10,000 in preparing for this solicitation
and anticipate that we will spend approximately $75,000,
including the proxy solicitor's fee, during the entire process.
We will bear the costs of our proxy solicitation. If our
efforts through this proxy solicitation result in a change in the
policies and procedures of Frisch's to the advantage of
shareholders, we intend to seek reimbursement from Frisch's Board
of Directors for our expenses without submission of the matter to
a vote of shareholders.
<PAGE>
SCHEDULE I
SHARES HELD BY WOLVERINE PARTNERS AND
OTHER PERSONS NOMINATED AS DIRECTORS BY THIS PROXY STATEMENT
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 Per Share
_______ _________ ________________ _______________
1/6/95 Purchase 1,000 $ 9.00
1/6/95 Purchase 2,000 $ 9.13
1/6/95 Purchase 3,000 $ 9.25
1/6/95 Purchase 5,100 $ 8.75
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
7/23/96 Purchase 24,100 $13.88
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
<PAGE>
Barry S. Nussbaum:
__________________
Purchase
Date or Sale Number of Shares Price Per Share
______ _________ ________________ _______________
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
The shares listed below are registered in the name of Arthur
Engel, trustee for the Arthur Engel Trust, dated May 5, 19 88 for
the benefit of Arthur Engel.
Purchase
Date or Sale Number of Shares Price Per Share
______ _________ ________________ _______________
5/23/95 Purchase 10,400 $ 9.21
7/11/95 Purchase 5,616 $ 8.83
7/21/95 Purchase 3,016 $ 8.89
7/28/95 Purchase 1,040 $ 8.89
7/31/95 Purchase 728 $ 8.89
9/15/95 Purchase 15,600 $ 8.89
10/31/95 Purchase 6,760 $ 9.50
11/1/95 Purchase 1,248 $ 9.49
5/20/96 Purchase 2,200 $10.25
5/20/96 Purchase 92 $10.25
5/21/96 Purchase 3,300 $10.25
6/6/96 Purchase 10,000 $11.50
6/21/96 Purchase 10,000 $12.25
8/9/96 Purchase 3,000 $13.50
8/9/96 Purchase 7,000 $13.43
Except as disclosed in above, none of these persons 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 above, none of these persons, 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.
<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 representative 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>
ANNEX A
WHEREAS, Article II, Section 2 of the Code of Regulations of
Frisch's currently provides as follows:
The Board of 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
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 II, Section 2
of the Code of Regulations of the Corporation be amended to read
as follows:
The Board of 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
therefore, then at a special meeting held for the
purpose of electing directors. 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. Directors shall be elected for a term of
one year and until their successors are elected and
qualified. 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.
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 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."
<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 7, 1996 at
10:00 Eastern Time at the Quality Hotel Riverview, 668 W. Fifth
Street, Covington, Kentucky 41011 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 adjournment thereof. 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, 3 AND 4, IF NO MARKING IS MADE, THIS PROXY WILL BE
VOTED FOR THE ADOPTION OF THE AMENDMENTS TO THE CODE OF REGULATIONS.
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 and dated
on the reverse side)
<PAGE>
Proxy for Annual Meeting (continued)
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
Arthur Engel Thomas W. Doan
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
PERSONS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. THE PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT OF
GRANT THORNTON LLP AS INDEPENDENT AUDITORS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE
FOR THE ELECTION OF SUCH SUBSTITUTE NOMINEE FOR
DIRECTOR AS SUCH PROXIES SHALL SELECT IF ANY NOMINEE
NAMED ABOVE BECOMES UNABLE TO SERVE AND UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND
ANY ADJOURNMENT THEREOF.
Please date this Proxy and sign exactly as your name 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
