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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. 1
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)
NOVEMBER 13, 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. 3587-48101 SCHEDULE 13D PAGE 2 OF 5
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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) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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7. SOLE VOTING POWER 45
NUMBER OF SHARES --------------------------------------------------------
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING --------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 153,489(1)
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10. SHARED DISPOSITIVE POWER 853,367(2)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,006,901
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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)
16.94%
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14. TYPE OF REPORTING PERSON
IN
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(1) Includes 153,489 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. 3587-48101 SCHEDULE 13D PAGE 3 OF 5
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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:
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No change.
ITEM 2. IDENTITY AND BACKGROUND:
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No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
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No change.
ITEM 4. PURPOSE OF TRANSACTION:
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No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
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(a) See page 2, nos. 11 and 13.
(b) Jack C. Maier beneficially owns 1,006,901 shares
pursuant to the Act and the regulations promulgated
thereunder. This includes:
(i) 45 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) 153,489 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 40,404 shares owned
by Blanche F. Maier, Mr. Maier's wife, as to which
Mr. Maier disclaims beneficial ownership.
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CUSIP NO. 3587-48101 SCHEDULE 13D PAGE 4 OF 5
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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 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) Jack C. Maier gifted 94,131 shares on 11/13/98 and
1,000 shares on 11/18/98 to JBM Limited Partnership.
(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
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CUSIP NO. 3587-48101 SCHEDULE 13D PAGE 5 OF 5
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER:
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No change.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS:
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No change.
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: January 22, 1999 /s/ Jack C. Maier
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MR. JACK C. MAIER
