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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. ___
FRISCH'S RESTAURANTS, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
358748101
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(CUSIP Number)
JAMES R. CUMMINS, ESQ., BROWN, CUMMINS & BROWN CO., L.P.A., 3500 CAREW TOWER,
441 VINE STREET, CINCINNATI, OHIO 45202 (513) 381-2121
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 24, 1998
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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. [ ]
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities and Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(CONTINUED ON FOLLOWING PAGES)
(PAGE 1 OF 5 PAGES)
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CUSIP NO. 358748101 SCHEDULE 13D PAGE 2 OF 5 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Jack C. Maier - ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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NUMBER OF SHARES 7. SOLE VOTING POWER 64,033
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BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
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BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 223,195(1)
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PERSON WITH 10. SHARED DISPOSITIVE POWER 853,367(2)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,140,595
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ X ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0%
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14. TYPE OF REPORTING PERSON
IN
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(1) Includes 223,195 shares over which Mr. Maier has sole investment power, but
no voting power, as Trustee of the Annette Frisch Trust dated January 4, 1991.
Sole voting power of these shares was given to Blanche F. Maier as Voting
Trustee pursuant to a Voting Trust Agreement dated June 26, 1997, which is
attached as an exhibit hereto.
(2) Includes (i) 764,197 shares over which Mr. Maier, Craig F. Maier and Karen
F. Maier share investment power only, but have no voting power, as Co-Trustees
of the Trust established under the Will of David Frisch, deceased (the "David
Frisch Trust") and (ii) 89,170 shares over which Mr. Maier and Blanche F. Maier
(Mr. Maier's wife) share investment power, but over which Mr. Maier has no
voting power, as Co-Trustees of the Trust established under the Will of Shirley
F. Heinichen, deceased (the "Heinichen Trust"). Sole voting power over the
shares described above which are owned by the David Frisch Trust and the
Heinichen Trust was given to Blanche F. Maier as Voting Trustee pursuant to a
Voting Trust Agreement dated June 26, 1997, which is attached as an exhibit
hereto.
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CUSIP NO. 358748101 SCHEDULE 13D PAGE 3 OF 5 PAGES
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SCHEDULE 13D
ADDITIONAL INFORMATION
This filing contains information previously reported on Form 3's, Form
4's, Form 5's and Frisch's Restaurants, Inc.'s Schedule 14A's.
ITEM 1. SECURITY AND ISSUER:
This statement relates to the common stock, no par value, of Frisch's
Restaurants, Inc. ("Frisch's"). The principal executive offices of Frisch's are
located at 2800 Gilbert Avenue, Cincinnati, Ohio 45206.
ITEM 2. IDENTITY AND BACKGROUND:
a. Mr. Jack C. Maier
b. 2800 Gilbert Avenue, Cincinnati, Ohio 45206
c. Mr. Maier is a Director and Chairman of the Board of
Frisch's and is a limited partner of JBM Limited
Partnership.
d. Mr. Maier has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. Mr. Maier has not, during the last five years, been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in Mr. Maier being subject to a judgment,
decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
f. Mr. Maier is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The securities owned by Mr. Maier have been acquired partially as a
result of Mr. Maier becoming the Trustee of the Annette Frisch Trust dated
January 4, 1991, a Co-Trustee of the David Frisch Trust and a Co-Trustee of the
Heinichen Trust. Mr. Maier also acquired shares through gifts and bequests,
purchases with personal funds, awards and exercises of stock options granted
pursuant to Frisch's employee stock option plans, and stock dividends. The
acquisitions have been disclosed on Form 3's, 4's and 5's which were filed with
the Securities and Exchange Commission. The security ownership of Mr. Maier has
also been reported annually in Frisch's Schedule 14A proxy statements.
ITEM 4. PURPOSE OF TRANSACTION:
Mr. Maier acquired his present stock positions (i) partially as a
result of becoming the Trustee of the Annette Frisch Trust dated January 4,
1991, (ii) partially as a result of becoming a Co-Trustee of the David Frisch
Trust, (iii) partially as a result of becoming a Co-Trustee of the Heinichen
Trust, (iv) as shares purchased for investment, (v) as awards and exercises of
stock options granted pursuant to Frisch's employee stock option plans, and (vi)
as stock dividends. All shares beneficially owned by Mr. Maier are held as
long-term investments in Frisch's. Mr. Maier intends to continually review his
investment in the shares and take such action with respect to his investment as
he deems appropriate in light of the circumstances existing from time to time.
Such actions could include, among other things, purchasing additional shares and
disposing of shares. In addition, Mr. Maier currently intends, at the next
annual shareholders meeting, presently scheduled for October 5, 1998, to vote
for Mr.
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CUSIP NO. 358748101 SCHEDULE 13D PAGE 4 OF 5 PAGES
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William J. Reik, Jr. and Mr. Lorrence T. Kellar as two new directors and for Mr.
Jack C. Maier and Mr. William A. Mauch as continuing directors. Except as set
forth above, Mr. Maier has no plans or proposals that relate to or would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a) See page 2, nos. 11 and 13.
(b) Jack C. Maier beneficially owns 1,140,595 shares
pursuant to the Act and the regulations promulgated
thereunder. This includes:
(i) 64,033 shares over which Mr. Maier has sole
voting and investment power;
(ii) 764,197 shares over which Mr. Maier, Craig
F. Maier and Karen F. Maier share investment
power only but have no voting power as Co-
Trustees of the David Frisch Trust;
(iii) 89,170 shares over which Mr. Maier and
Blanche F. Maier share investment power only
and over which Mr. Maier has no voting power
as Co-Trustees of the Heinichen Trust; and
(iv) 223,195 shares over which Mr. Maier has sole
investment power, but no voting power, as
Trustee of the Annette Frisch Trust.
Not included in this amount are 8,363 shares owned by
Blanche F. Maier, Mr. Maier's wife, as to which Mr.
Maier disclaims beneficial ownership.
Mrs. Blanche F. Maier, 2800 Gilbert Avenue,
Cincinnati, Ohio 45206, is a Director of Frisch's and
is the General Partner of JBM Limited Partnership.
Mrs. Maier has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Mrs. Maier has
not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in Mrs.
Maier being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding andy violation with
respect to such laws. Mrs. Maier is a United States
citizen.
Mr. Craig F. Maier, 2800 Gilbert Avenue, Cincinnati,
Ohio 45206, is the President and Chief Executive
Officer and a Director of Frisch's. Mr. Maier has
not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors). Mr. Maier has not, during the
last five years, been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction which resulted in Mr. Maier being
subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect
to such laws. Mr. Maier is a United States citizen.
Ms. Karen F. Maier, 2800 Gilbert Avenue, Cincinnati,
Ohio 45206, is the Vice President of Marketing at
Frisch's. Ms. Maier has not, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors). Ms. Maier has not, during the last
five years, been a party to
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CUSIP NO. 358748101 SCHEDULE 13D PAGE 5 OF 5 PAGES
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a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in Ms.
Maier being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect
to such laws.
Ms. Maier is a United States citizen.
(c) None.
(d) Jack C. Maier and Blanche F. Maier serve as
Co-Trustees of the Annette Frisch Trust dated January
4, 1991, therefore they each share the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of,
shares owned by the Trust. Jack C. Maier, Craig F.
Maier and Karen F. Maier serve as Co-Trustees of the
David Frisch Trust, therefore they each share the
right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of,
shares owned by the Trust.
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
Pursuant to a Voting Trust Agreement dated June 26, 1997, Mrs. Blanche
F. Maier as Voting Trustee has the sole voting power with respect to the
following: (i) 89,170 shares owned by Jack C. Maier and Blanche F. Maier as
Co-Trustees of the Heinichen Trust; (ii) 764,197 shares owned by Jack C. Maier,
Craig F. Maier and Karen F. Maier as Co-Trustees under the David Frisch Trust;
and (iii) 223,195 shares owned by Jack C. Maier as Trustee under the Annette
Frisch Trust dated January 4, 1991. Blanche F. Maier is the wife of Jack C.
Maier. Craig F. Maier is the son of Jack C. Maier and Blanche F. Maier and the
brother of Karen F. Maier. Karen F. Maier is the daughter of Jack C. Maier and
Blanche F. Maier and the sister of Craig F. Maier. Mr. Jack C. Maier does not
affirm the existence of a group.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS:
1. Voting Trust Agreement dated June 26, 1997.
SIGNATURE
After reasonable 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.
Dated: August 31, 1998 Mr. Jack C. Maier
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MR. JACK C. MAIER
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VOTING TRUST AGREEMENT
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This Agreement, dated this 26th day of June, 1997, by and between JACK
C. MAIER and BLANCHE F. MAIER, Trustees of the Trust Established under the Will
of Shirley F. Heinichen, JACK C. MAIER, Trustee of the Annette Frisch Trust
dated January 4, 1991, and JACK C. MAIER, CRAIG F. MAIER, and KAREN F. MAIER,
Co-Trustees of Trust Established under Item X B(a) of the Will of David Frisch
f.b.o. Blanche F. Maier (and Issue) (hereinafter called "the Shareholders") and
BLANCHE F. MAIER, as Voting Trustee (hereinafter called "the Voting Trustee").
WITNESSETH:
1. OWNERSHIP OF SHARES: The Shareholders collectively own 1,074,298
shares of Frisch's Restaurants, Inc., an Ohio corporation (hereinafter called
"the Company"), which shares of stock are hereinafter referred to as "the
Shares".
2. DEPOSIT AND TRANSFER OF SHARES: Upon the execution of this
Agreement, the Shareholders will deposit with the Voting Trustee their
certificates for the Shares, together with assignment transferring the Shares to
the Voting Trustee.
3. VOTING TRUST CERTIFICATE: Upon the transfer of the Shares to the
Voting Trustee, the Voting Trustee will deliver to each Shareholder a Voting
Trust Certificate for his/her Shares in substantially the same form as "Exhibit
1" attached hereto.
4. TRANSFER OF VOTING TRUST CERTIFICATES: The Voting Trust Certificates
may only be transferred in accordance with terms contained therein and this
Voting Trust Agreement. Voting Trust Certificates shall be transferable only
upon the books of the Voting Trustee by the registered holder thereof in person
or by attorney upon surrender of the certificate properly endorsed and any
transfers so made shall vest in the transferee all right and interest of the
transferor in and under the Voting Trust Certificate or Certificates transferred
under this Agreement, and upon such transfer the Voting Trustee
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shall deliver or cause to be delivered to the transferee a Voting Trust
Certificate or Certificates for the same number of Shares of the Company as are
represented by the Voting Trust Certificate so transferred. Upon such transfer,
the Voting Trustee and the Company may treat the registered holder of a Voting
Trust Certificate as the owner thereof for all purposes whatsoever.
5. TITLE AND AUTHORITY OF TRUSTEES:
(a) Title to the Shares of the Company deposited hereunder
shall be vested in the Voting Trustee and may be transferred to the Voting
Trustee or to her nominee or nominees on the books of the Company, but as holder
of said Shares the Voting Trustee assumes no liability as shareholder, her
interest therein and hereunder being that of Trustee only.
(b) The Voting Trustee shall, in respect of the rights of the
shares so held by her, possess and be entitled to exercise all rights of
shareholders of every kind and character, including, but not limited to: the
right to vote such shares and to take part in or consent in writing or otherwise
to any corporate or shareholders' action, whether ordinary or extraordinary,
including the election of directors, the adoption of any amendment to the
Articles of Incorporation and/or the Regulations of the Company deemed by her in
her unrestricted discretion desirable; changes in the number of directors;
increases or decreases in the number of shares of the Company, all upon such
terms and conditions and under such circumstances as she in her unrestricted
discretion may from time to time determine; and to do or perform any other act
or thing which the shareholders of the Company are now or may hereafter be
entitled to do or perform.
(c) Holders of Voting Trust Certificates shall not have any
right, either under said Voting Trust Certificate or under this Agreement, or
under any agreement, express or implied or otherwise, with respect to the Shares
held by the Voting Trustee hereunder, to vote such Shares for the election of
directors or to take part in or consent to any corporate or shareholders' action
or to do or
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perform any other act or thing which shareholders of the Company are now or may
hereafter become entitled to do or perform.
6. CASH DIVIDENDS: The registered holder of each Voting Trust
Certificate shall be entitled, until distribution of the Shares represented
thereby as hereinafter provided, to receive from time to time payments equal to
the dividends, received by the Voting Trustee from the shares represented by
such Voting Trust Certificate, except for dividends of shares payable on any
class of stock of the Company. The Voting Trustee may, in her discretion, from
time to time instead of receiving and distributing any dividend declared on the
Shares subject hereto, authorize the Company to make payment thereof direct to
the registered holders of the outstanding Voting Trust Certificates.
7. STOCK DIVIDENDS: If the Voting Trustee shall receive any
certificates for shares of the Company issued by way of dividend upon the shares
held by her under this Agreement or otherwise, the Voting Trustee shall hold
such shares subject to the terms of this Agreement and shall issue Voting Trust
Certificates representing such share certificates to those entitled thereto.
8. RECLASSIFICATION OF SHARES: If the Company shall reclassify its
shares, sell all or substantially all of its assets, consolidate with or merge
into another corporation, or if another corporation shall merge into the
Company, the shares into which the Shares then on deposit hereunder shall be
reclassified and any shares issued in exchange or substitution for the Shares
then on deposit hereunder upon a sale of assets, merger or consolidation, shall
become subject to the terms and conditions of this Agreement as if such shares
had been originally deposited hereunder.
9. VOTING TRUSTEE AS DIRECTOR ONLY: The Voting Trustee may act as a
director, but not as an officer or employee of the Company, and may vote for
herself as such, and may contract with the Company or be or become financially
interested in any matter or transaction to which the Company may be a party or
in which in any way it may be concerned.
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10. RESPONSIBILITY OF VOTING TRUSTEE: In voting the Shares deposited
hereunder or in doing any act with respect to the control or management of the
Company or its affairs, or otherwise acting hereunder, the Voting Trustee shall
exercise her best judgment in the interests of the Company and in the proper
management of its affairs and promotion of its interest and in the interests of
the Shareholders, but the Voting Trustee assumes no responsibility with respect
thereto or of any action taken by her. The Voting Trustee shall receive
reimbursement or indemnity for and against all claims, expenses and liabilities
incurred by her, or asserted against her in connection with or growing out of
this Agreement or the discharge of her duties hereunder. All such claims,
expenses, or liabilities shall be charged to the holders of the Voting Trust
Certificates pro rata, and shall be deducted from dividends or other
contributions to them, or may be made a charge payable as a condition to the
delivery of shares in exchange for Voting Trust Certificates as provided herein,
and the Voting Trustee shall be entitled to a lien therefor upon the shares,
funds, or other property in his possession. The Voting Trustee is authorized to
construe this Agreement, and her construction of the same in good faith, or upon
advice of counsel of her own choosing who may be counsel for the Company or for
any shareholder or the holder of any Voting Trust Certificates, shall be final,
conclusive and binding upon all holders of Voting Trust Certificates, and upon
all other parties interested. The Voting Trustee, as shareholder, Trustee or
otherwise, shall not be liable for any error or judgment or mistake of law or
other mistake, or for any act or omission by her or by any agent or attorney, or
for any misconstruction of this Agreement or for anything else except only her
own individual willful misconduct.
11. TERM OF TRUST - DISTRIBUTION:
(a) This Voting Trust shall commence effective the date of
this Agreement and terminate ten (10) years from the date hereof or if earlier
upon the death of Voting Trustee. At the end of the ten year term, and upon
termination, this Voting Trust shall be automatically renewed for an
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additional ten year term, to which the affirmative assent of the Shareholders
will be presumed unless notice to the contrary is given to the Voting Trustee by
a Shareholder within thirty (30) days after the end of the ten year term. Upon
the end of the second ten year term, and subsequent ten year terms, this Voting
Trust will be automatically renewed in accordance with the procedure described
above.
(b) This Agreement may also be extended by the deposit with
the Voting Trustee on or before the expiration of the original ten (10) year
term hereof, or on or before the expiration of any renewal term, of an agreement
of extension signed by holders of Voting Trust Certificates representing not
less than the majority of such shares deposited hereunder.
(c) The Voting Trust may be terminated by the Voting Trustee
upon thirty (30) days written notice to the Shareholders.
(d) Upon the termination of this Agreement, the Voting Trustee
shall distribute the Shares held by her hereunder or the proceeds of any sale
thereof and any right or rights to receive deferred payments for the Shares
together with any evidence of such deferred payment obligations to the
registered holder of the Voting Trust Certificate in accordance with their
respective interests therein. If required by the Voting Trustee, the holders of
the Voting Trust Certificates shall surrender the same to the Voting Trustee by
properly executed transfers thereof and the Voting Trustee shall not be
obligated to make distribution until such Voting Trust Certificates have been so
surrendered. All Shares distributed by the Voting Trustee shall after
distribution remain subject to any agreements, sales, mortgages, pledges or
other encumbrances or restrictions to which they have been subjected by the
Voting Trustee during the term of the Voting Trust.
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14. MISCELLANEOUS:
(a) The invalidity or non-enforceability of any term or
provisions of this Agreement or of the Voting Trust Certificates shall in no way
impair or affect the balance thereof, which shall remain in full force and
effect.
Signed at Cincinnati, Ohio, June 26, 1997.
VOTING TRUSTEE
/s/
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Blanche F. Maier
SHAREHOLDERS
Trust Established Under Will
of Shirley F. Heinichen
by: /s/
---------------------------------
Jack C. Maier, Trustee
and
by: /s/
---------------------------------
Blanche F. Maier
Annette Frisch Trust dated 1/4/91
by: /s/
---------------------------------
Jack C. Maier, Trustee
Trust Established Under Item X B(a)
of the Will of David Frisch
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by: /s/
---------------------------------
Jack C. Maier, Trustee
and
by: /s/
---------------------------------
Craig F. Maier, Trustee
and
by: /s/
---------------------------------
Karen F. Maier, Trustee
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