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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
(Amendment No. 1/Final Amendment)
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
FRISCH'S RESTAURANTS, INC.
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(Name of Issuer and Person Filing Statement)
Common Stock, No Par Value
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(Title of Class of Securities)
358748 10 1
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(CUSIP Number of Class of Securities)
CRAIG F. MAIER
President and Chief Executive Officer
Frisch's Restaurants, Inc.
2800 Gilbert Avenue
Cincinnati, Ohio 45206
(513) 559-5104
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
Copy To:
JAMES R. CUMMINS, ESQ.
Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, 441 Vine Street
Cincinnati, Ohio 45202
(513) 381-2121
July 14, 1997
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(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
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$17,000,000 $3,400
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<FN>
* Assumes the purchase of 1,000,000 Shares at the maximum tender offer
price per Share of $17.00.
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[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount Previously Paid: $3,400
Form or Registration No.: Schedule 13E-4
Filing Party: Frisch's Restaurants, Inc.
Date Filed: July 14, 1997
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") originally filed on July 14, 1997
by Frisch's Restaurants, Inc., an Ohio corporation (the "Company"), relating to
the offer by the Company to purchase up to 1,000,000 shares of common stock, no
par value (the "Shares"), of the Company at prices, net to the seller in cash,
not greater than $17.00 nor less than $15.00 per Share, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated July 14, 1997
(the "Offer to Purchase") and the related Letter of Transmittal (which are
herein collectively referred to as the "Offer"), copies of which were previously
filed as Exhibits 99(a)(1) and 99(a)(2), respectively, to this Statement. This
Amendment to the Schedule 13E-4 constitutes the final amendment to the Schedule
13E-4 pursuant to Rule 13e-4(c)(3) under the Securities Exchange Act of 1934, as
amended, and General Instruction (D) to Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby supplemented and amended as follows:
The Offer expired at 12:00 Midnight, Eastern Daylight Savings
time, on August 8, 1997. Pursuant to the Offer, the Company accepted for
purchase 1,142,966 Shares (approximately 15.99% of all Shares outstanding prior
to the commencement of the Offer) at a price of $15.00 per share. As permitted
by the terms of the Offer, the Company increased the number of shares to be
purchased by 142,966 Shares. Since 1,212,479 Shares were tendered at $15.00 per
Share, there was proration among shareholders tendering at that price, with
adjustments to avoid purchases of fractional shares. Shares tendered at prices
greater than $15.00 and Shares not accepted because of proration (1,115,499
Shares) were not purchased.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
99(a)(13) Press Release dated August 11, 1997.
99(a)(14) Press Release dated August 15, 1997.
99(b)(2) Amendment dated August 15, 1997 to Star Bank
Loan Agreement dated as of July 9, 1997.
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SIGNATURE
After due 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.
FRISCH'S RESTAURANTS, INC.
By: /s/ CRAIG F. MAIER
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CRAIG F. MAIER
President and Chief Executive Officer
Dated: August 15, 1997
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INDEX TO EXHIBITS
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ITEM DESCRIPTION PAGE
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99(b)(2) Amendment dated August 15, 1997 to Star Bank Loan Agreement dated as of July 9, 1997 ...................
99(a)(13) Press Release dated August 11, 1997......................................................................
99(a)(14) Press Release dated August 15, 1997......................................................................
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Exhibit 99(a)(13)
For Immediate Release
August 11, 1997
Cincinnati, Ohio -- Frisch's Restaurants, Inc. (American Stock Exchange: FRS)
announced today that, based upon a preliminary count by the depositary for its
"Dutch Auction" self-tender offer, the Company expects to purchase approximately
1,142,966 shares of its common stock from its shareholders at a purchase price
of $15.00 per share in accordance with the terms of the tender offer. Shares
tendered at prices greater than $15.00 per share or those not within the
prorated amount (approximately 1,295,531 shares) will not be purchased. The
tender offer expired on Friday, August 8, 1997 at 12:00 Midnight, Eastern
Daylight Savings time.
In the tender offer which commenced on July 14, 1997, the Company had
offered to purchase for cash up to 1,000,000 shares of its common stock at a
purchase price not greater than $17.00 nor less than $15.00 per share, net to
the seller in cash. As permitted by the terms of the offer, the Company
increased the number of shares purchased by approximately 142,966 shares. Since
approximately 1,212,479 shares were tendered at $15.00 per share, there will be
proration among the shareholders who tendered at that price.
The determination of the actual number of shares to be purchased and
the final purchase price is subject to final confirmation of the proper delivery
of all shares tendered and not withdrawn. Payment for the shares properly
tendered and accepted for purchase will be made as soon as practicable. All
shares tendered and not purchased will be returned to shareholders by the
depositary, Continental Stock Transfer & Trust Company.
Prior to the purchase of shares pursuant to the tender offer, the
Company had 7,148,334 shares of common stock outstanding. Following the purchase
of shares pursuant to the tender offer, the Company will have approximately
6,005,368 shares of common stock outstanding.
Frisch's Restaurants, Inc., headquartered in Cincinnati, Ohio, operates and
licenses family restaurants, some with drive-thru service, under the name
Frisch's Big Boy. Additionally, the Company operates two Quality Hotels with
restaurants in metropolitan Cincinnati.
Company Contact: Donald H. Walker
Vice President-Finance and Chief Financial Officer
513-559-5202
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Exhibit 99(a)(14)
For Immediate Release
August 15, 1997
Cincinnati, Ohio -- Frisch's Restaurants, Inc. (American Stock Exchange: FRS) is
pleased to announce that the Company purchased 1,142,966 shares of its common
stock from its shareholders at a purchase price of $15.00 per share in
accordance with the terms of its "Dutch Auction" tender offer. The tender offer
expired on Friday, August 8, 1997 at 12:00 Midnight, Eastern Daylight Savings
time.
In the tender offer which commenced on July 14, 1997, the Company had
offered to purchase for cash up to 1,000,000 shares of its common stock at a
purchase price not greater than $17.00 nor less than $15.00 per share, net to
the seller in cash. As permitted by the terms of the offer, the Company
increased the number of shares purchased by 142,966 shares. Since 1,212,479
shares were tendered at $15.00 per share, there was proration (including
adjustments to avoid purchases of fractional shares) among the shareholders who
tendered at that price.
All shares tendered and not purchased will be returned to shareholders
by the depositary, Continental Stock Transfer & Trust Company.
Prior to the purchase of shares pursuant to the tender offer, the
Company had 7,148,334 shares of common stock outstanding. Following the purchase
of shares pursuant to the tender offer, the Company will have 6,005,368 shares
of common stock outstanding.
Frisch's Restaurants, Inc., headquartered in Cincinnati, Ohio, operates
and licenses family restaurants, some with drive-thru service, under the name
Frisch's Big Boy. Additionally, the Company operates two Quality Hotels with
restaurants in metropolitan Cincinnati.
Company Contact: Donald H. Walker
Vice President-Finance and Chief Financial Officer
513-559-5202
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Exhibit 99(b)(ii)
August 15, 1997
Frisch's Restaurants, Inc.
2800 Gilbert Avenue
Cincinnati, OH 45206
Attn: Mr. Donald H. Walker
Vice President-Finance
Gentlemen:
This letter (this "Amendment") confirms and evidences certain
agreements between Star Bank, National Association, a national banking
association (the "Bank"), and Frisch's Restaurants, Inc., an Ohio corporation
(the "Borrower"), with respect to the Loan Agreement between the Bank and the
Borrower dated as of July 9, 1997 (as the same may be amended from time to
time, the "Agreement"), as follows:
1. PURPOSE OF LOAN. The first sentence of SECTION 1(I) of the
Agreement is hereby deleted in its entirety and replaced with the following,
which hereupon shall be deemed the first sentence of SECTION 1(I) of the
Agreement:
(i) PURPOSE OF LOAN. Proceeds of the Loan shall be
used only for the purpose of purchasing shares of the
Borrower's common stock pursuant to an issuer tender offer
(the "Stock Purchase") and paying expenses associated
therewith.
2. LOAN. SECTION 4(A) of the Agreement is hereby deleted in its
entirety and replaced with the following, which hereupon shall be deemed
SECTION 4(A) of the Agreement:
(a) LOAN. Subject to the terms and conditions of
this Agreement, and subject to there being no Event of
Default (or event which might, with the giving of notice or
the passage of time, mature into an Event of Default) by the
Borrower hereunder, the Bank agrees to lend to the Borrower a
principal sum of up to Eighteen Million Dollars ($18,000,000)
(the "Maximum Loan Amount")
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Frisch's Restaurants, Inc.
August 15, 1997
Page 2
hereunder (the "Loan"). The Loan shall be evidenced by a
Promissory Note given by the Borrower to the Bank in
substantially the form of EXHIBIT J attached hereto (the
"Note"). The Loan shall mature and be payable in full on
August 15, 1999 (the "Maturity Date"), unless accelerated as
described herein, and subject to required principal and
interest payments as provided herein.
Seventeen Million One Hundred Forty-Four Thousand
Four Hundred Ninety Dollars ($17,144,490) of the proceeds of
the Loan (the "Initial Disbursement") shall be disbursed to
the Borrower on August 15, 1997 (the "Disbursement Date").
The Borrower may thereafter obtain additional disbursements
of proceeds of the Loan ("Additional Disbursements"),
provided that (i) each Additional Disbursement shall be in a
minimum amount of Twenty-Five Thousand Dollars ($25,000),
(ii) each Additional Disbursement shall be used only for the
purpose of paying expenses associated with the Stock
Purchase, (iii) the Borrower may obtain no more than three
(3) Additional Disbursements, (iv) no Additional
Disbursements may be requested or obtained after October 15,
1997, (v) in no event shall the Bank be required to make any
disbursement of proceeds of the Loan which would cause the
total amount of disbursements of Loan proceeds, including the
Initial Disbursement and Additional Disbursements, to exceed
the Maximum Loan Amount, and (vi) the Bank shall not be
required to make any Additional Disbursement if an Event of
Default (or event which might, with the giving of notice or
the passage of time, mature into an Event of Default) exists
before or after giving effect to such Additional Disbursement
or if the representations and warranties set forth in SECTION
1 hereof are not true and correct both before and after
giving effect to such Additional Disbursement.
The Borrower shall notify the Bank by 12:00 noon on
any business day on which it
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Frisch's Restaurants, Inc.
August 15, 1997
Page 3
desires to obtain an Additional Disbursement. Such notice
shall be in writing, shall specify the amount of the
Additional Disbursement requested, shall specify the interest
rate elected in accordance with SECTION 4(B) hereof, and
shall be accompanied by evidence satisfactory to the Bank of
the expenses to be paid with the proceeds of such Additional
Disbursement. Each request for an Additional Disbursement
shall be deemed a certification by the Borrower that no Event
of Default (or event which might, with the giving of notice
or the passage of time, mature into an Event of Default)
exists before or after giving effect to such Additional
Disbursement and that the representations and warranties set
forth in SECTION 1 hereof are true and correct both before
and after giving effect to such Additional Disbursement (and
upon request by the Bank, the Borrower shall provide the Bank
with a written certification thereof).
3. ADDITIONAL LEGAL OPINIONS. The following sentence is hereby added
to the end of SECTION 4(D) of the Agreement:
At such time, the Borrower shall also provide the Bank with
an opinion or opinions of counsel in form and substance
satisfactory to the Bank to the effect that (i) each of the
Mortgages is sufficient to create a valid lien in favor of
the Bank on the interest of the grantor in the real property
covered thereby and is in recordable form under the laws of
the jurisdiction in which such real property is located and
(ii) upon the filing of the Financing Statements in the
respective offices noted thereon, the Bank will have a
perfected security interest in such of the property of the
debtors thereunder in which a security interest may be
perfected by the filing of financing statements.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS. Except as expressly
amended hereby, all representations, warranties and covenants of the Borrower
set forth in the Agreement shall be deemed restated as of the date hereof, and
the Borrower further represents and warrants that:
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Frisch's Restaurants, Inc.
August 15, 1997
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(a) This Amendment has been duly executed and delivered by
the Borrower and authorized by all requisite action on the part of the
Borrower; and
(b) The execution and delivery by the Borrower of this
Amendment does not constitute a violation of any applicable law or a breach of
any provision contained in the Borrower's Articles of Incorporation or Code of
Regulations or contained in any order of any court or other governmental agency
or in any agreement, instrument or document to which the Borrower is a party or
by which the Borrower or any of its assets or properties is bound.
5. MISCELLANEOUS.
(a) The Borrower shall reimburse the Bank for all
out-of-pocket costs and expenses, including without limitation reasonable
attorney's fees, incurred by the Bank or for which the Bank becomes obligated
in connection with or arising out of this Amendment.
(b) As amended hereby, the Agreement shall remain in full
force and effect, and all references in the Loan Documents to the Agreement
shall mean the Agreement as amended hereby.
(c) Capitalized terms used but not defined herein shall have
the same meanings herein as in the Agreement.
(d) This Amendment may be executed in counterparts.
Please acknowledge the agreement of the Borrower to the foregoing by
having four copies of this Amendment signed in the appropriate place below and
return three of them to the Bank.
STAR BANK, NATIONAL ASSOCIATION
By: ______________________________
Title: ____________________________
Acknowledged and Agreed:
FRISCH'S RESTAURANTS, INC.
By: _______________________
Title: ____________________
