SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 5
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)
March 19, 1997
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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 5 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mr. Jerry L. Ruyan -- ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 624,232
REPORTING --------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
520,232
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
624,232
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 35874810 13D PAGE 3 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barry S. Nussbaum -- ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 624,232
REPORTING --------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
104,000
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
624,232
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 5 to Schedule 13D amends Items 4, 5 and 7.
ITEM 4. PURPOSE OF TRANSACTION.
Messrs. Ruyan and Nussbaum have previously reported that among their
purposes with respect to Frisch's were that the Company dispose of its horse
farm and two Cincinnati hotels as well as Frisch's interest in the Cincinnati
Reds. They have repeatedly conveyed these proposals to the Company, both before
and after their election to the Board in October 1996. In February 1997, the
Company announced that it had reached an agreement to sell the farm for $1.28
million.
Messrs. Ruyan and Nussbaum have now made a specific proposal to Frisch's as
to a method of disposing of Frisch's interest in the Cincinnati Reds. That
proposal was the subject of the press release attached as Exhibit A and
basically called for Frisch's 6.66% stake in the Cincinnati Reds to be sold to a
Cincinnati-based partnership to be formed.
Messrs. Ruyan and Nussbaum are in the process of preparing proposals as to
how the Company should dispose of its hotel properties.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
I. JERRY L. RUYAN
(a) See page 2, nos. 11 and 13.
(b) See page 2, nos. 7-10.
(c) All of the following trades were made through market
transactions since Amendment No. 4 to Schedule 13D was
filed with the Securities and Exchange Commission
(trades reflect the 4% stock dividend paid by Frisch's
Restaurants, Inc. on December 27, 1996):
Purchase
Date or Sale Number of Shares Price Per Share
---- ------- ---------------- ---------------
12/3/96 Purchase 4,368 $13.46
12/3/96 Purchase 728 $13.35
12/3/96 Purchase 624 $13.22
12/4/96 Purchase 43,680 $13.81
12/11/96 Purchase 4,992 $13.83
12/12/96 Purchase 8,632 $13.83
(d) None.
(e) Not Applicable.
II. BARRY S. NUSSBAUM
(a) See page 3, nos. 11 and 13.
(b) See page 3, nos. 7-10.
(c) Mr. Nussbaum has not made any trades since the filing
of Amendment No. 4 to Schedule 13D with the Securities
and Exchange Commission.
(d) None.
(e) Not Applicable.
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<PAGE>
III. MESSRS. RUYAN AND NUSSBAUM
(a) 624,232 shares or 8.7%
(b) See pages 2 and 3, nos. 7-10
(c) See (I)(c) and (II)(c) above.
(d) None.
(e) Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
3. Press Release of Wolverine Partners dated March 19, 1997.
Dated: March 20, 1997 *-------------------------------
Jerry L. Ruyan
*-------------------------------
Barry S. Nussbaum
*By:---------------------------
Gary P. Kreider
Attorney-in-Fact
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<PAGE>
For Immediate Release - March 19, 1997
Contact: Barry S. Nussbaum 1-888-481-4814 (toll free)
Jerry L. Ruyan 1-800-205-0407
WOLVERINE PARTNERS RELEASE PLAN TO SELL FRISCH'S RESTAURANTS, INC.
6.66% STAKE IN CINCINNATI REDS
Wolverine Partners, Cincinnati, Ohio, today released details of their
plan to facilitate the sale of Frisch's 6.66% ownership in the Cincinnati Reds
baseball team. As presented to management this week, the Wolverine proposal
contains the following major components:
o The Frisch's share will be sold to a to-be-formed limited partnership
(or similar structure)
o The new partnership will be managed by one general partner who will be
solely responsible for participation in all Red's management in a
similar fashion to the present arrangement in which Board Chairman
Jack Maier has represented Frisch's.
o The new partnership will be structured with a total of 20 shares, 19
being, limited and one established as the managing general partner.
o The offering will be made to interested Cincinnati business and civic
leaders with an intent to keep the ownership and management of this
share in the Cincinnati area.
o All prospective new partners would seek approval as a partner from the
National League, and ultimately the new partnership would obtain the
approval of the remaining Red's owners and be subject to all
provisions of the existing Red's partnership agreement.
o The proposed structure of the sale has been verbally approved in
general principal by a number of the existing Red's owners and the
counsel for the National League in discussions with Mr. Nussbaum.
Final approvals will be sought from all appropriate parties once the
proposal is approved, the Frisch's Board of Directors and the new
partners are identified.
o It is Wolverine's intention to have the entire transaction consummated
during the upcoming baseball season.
o The price to the new partnership for the Frisch's stake is $10 million
or approximately $500 thousand per partnership share.
o A portion of one share could be awarded to a Frisch's customer by a
summer long contest conducted at the restaurants.
Mr. Barry Nussbaum discussed the background leading to this week's
announcement. "Since we first announced our intention to run for the board of
Frisch's, we have been very clear that we felt certain non-performing or
underperforming company assets needed to be sold. The Wolverine platform
announced nearly a year ago identified the Red's share as an asset that clearly
fit that category. We have always stood for the proposition that our
shareholders deserve performance from all company assets. Our proposal to sell
the Red's piece in this fashion at this price will best accomplish that goal.
And there is a bonus to the local citizens. This sale will keep ownership of the
share where it belongs -- in Cincinnati."
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<PAGE>
Mr. Jerry Ruyan continued with the history which lead to the formulation
of the specific Wolverine plan, "When we first discussed running for the board
of Frisch's, Barry and I couldn't understand why the Company insisted on
retaining a very valuable asset that had stopped producing any return. In
addition, it was fairly obvious to everyone that no more distributions could
reasonably be expected in the near future from the Red's share. This had been an
excellent investment for Frisch's in the past, and now it is time to redeem our
profit so our stock holders will benefit. Clearly with the new stadium coming,
the time to market this share has never been better."
