<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Frisch's Restaurants, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on the 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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify 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 Regisration Statement No:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[FRISCH'S LETTERHEAD]
September 14, 1996
Dear Fellow Shareholder:
On behalf of the Board of Directors and management, I cordially invite
you to attend the Annual Meeting of Shareholders to be held on Monday, October
7, 1996, at 10:00 a. m., at the Quality Hotel Riverview, 668 W. Fifth Street,
Covington, Kentucky.
At the meeting you will be asked to vote for the election of four
Directors and for the ratification of Grant Thornton LLP as the Company's
independent auditor for the fiscal year commencing June 3, 1996. These matters
are discussed in the attached Proxy Statement. The Board of Directors urges you
to vote for the election of the Company's nominees and in favor of the
ratification of the auditors.
The Proxy Statement also describes two shareholder proposals that the
Company understands will be presented for consideration at the Annual Meeting.
The Board of Directors believes that each of the proposals is not in the best
interests of the Company and its shareholders and recommends that you vote
against them.
You may have received separate proxy materials from Wolverine Partners
who are soliciting proxies in opposition to the Board of Directors for the
election of their own candidates to the Board and in favor of the shareholder
proposals referred to above. We encourage you not to execute the Wolverine
proxy card, and instead to execute and return the Company's proxy card which is
enclosed herewith. If you already have returned a proxy card to Wolverine
Partners, you may revoke that proxy by executing the enclosed proxy card as of
a later date and returning it in the enclosed envelope.
The Board of Directors appreciates your continued support.
Sincerely,
_______________________________________
Jack C. Maier, Chairman of the Board
