<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)
Filed by the 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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FRISCH'S RESTAURANTS, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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<PAGE> 2
FRISCH'S RESTAURANTS, INC.
2800 GILBERT AVENUE
CINCINNATI, OHIO 45206
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 2, 2000
---------------
Dear Shareholders:
The annual meeting of the shareholders of Frisch's Restaurants, Inc.,
an Ohio corporation, will be held at the Clarion Hotel Riverview, 668 W. Fifth
Street, Covington, Kentucky 41011 on Monday, October 2, 2000 at 10:00 a.m.,
Eastern Daylight Savings Time, for the following purposes:
1. Election of four Directors.
2. Ratification of the appointment of Grant Thornton LLP as
independent auditors.
3. Transaction of such other business as may properly come before
the meeting or any adjournments thereof.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" ON
PROPOSAL 1 AND A VOTE "FOR" ON PROPOSAL 2.
Shareholders of record at the close of business on August 10, 2000 are entitled
to notice of, and to vote at, the annual meeting and any adjournment(s) or
postponement(s) thereof.
By Order of the Board of Directors
W. GARY KING
Secretary
Cincinnati, Ohio
August 30, 2000
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE VOTE PROMPTLY WHETHER OR
NOT YOU EXPECT TO BE PRESENT AT THE MEETING. YOU CAN VOTE YOUR SHARES (1) VIA A
TOLL FREE TELEPHONE CALL, (2) VIA THE INTERNET, OR (3) BY SIGNING AND DATING THE
ENCLOSED PROXY AND RETURNING IT IN THE ACCOMPANYING ENVELOPE. YOU WILL FIND
SPECIFIC INSTRUCTIONS FOR VOTING VIA TELEPHONE OR THE INTERNET ON THE PROXY
CARD. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES
IN PERSON.
<PAGE> 3
FRISCH'S RESTAURANTS, INC.
2800 GILBERT AVENUE
CINCINNATI, OHIO 45206
------------
PROXY STATEMENT
------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 2, 2000
------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Frisch's Restaurants, Inc. (the
"Company") for use at the Annual Meeting of Shareholders (the "Meeting"), and at
any and all adjournments thereof. The Meeting will be held at the Clarion Hotel
Riverview, 668 W. Fifth Street, Covington, Kentucky 41011 on Monday, October 2,
2000 at 10:00 a.m., Eastern Daylight Savings Time. This Proxy Statement and the
enclosed form of proxy are first being sent to shareholders on or about August
30, 2000.
THE PROXY
PROXY
The Board of Directors solicits proxies so that each shareholder has
the opportunity to vote on the proposals to be considered at the Meeting. A form
of proxy for voting your shares at the Meeting is enclosed. When you properly
execute and return your proxy, the shares it represents will be voted at the
meeting as specified on your proxy. If no specification is made, the shares
represented by your duly executed proxy will be voted (i) for the election as
Directors of each of the four nominees listed thereon; and (ii) for the
ratification of Grant Thornton LLP as the independent auditors. The proxy will
be voted at the discretion of the proxy holders, in accordance with the
recommendations of the Board, on any other matter that may properly come before
the meeting, including, in accordance with the rules of the Securities and
Exchange Commission, any matter which the Company did not have notice of by May
12, 2000.
REVOCABILITY OF PROXIES
You may revoke your proxy at any time before it is exercised by (i)
submitting a proxy bearing a later date using the voting method used when the
revoked proxy was cast; (ii) filing a written notice of revocation with the
President of the Company; or (iii) by attending and voting in person at the
Meeting.
VOTING SECURITIES AND VOTING
RECORD DATE
The Board of Directors has fixed the close of business on August 10,
2000 as the record date for the purpose of determining the shareholders entitled
to notice of and to vote at the Meeting and any adjournment(s) thereof (the
"Record Date"). There were 5,191,214 shares of the Company's common stock
("Common Stock") issued and outstanding on the Record Date.
VOTING
You are entitled to one vote for each share of Common Stock you owned
of record on the Record Date on any matter submitted to a vote at the Meeting.
However, in connection with the election of directors, shares may be voted
cumulatively if written notice that cumulative voting for the election of
Directors is desired is given by any shareholder to the President, a Vice
President or the Secretary of the Company not less than forty-eight (48) hours
before the time fixed for holding the Meeting. The Chairman will announce the
giving of any such notice upon the convening of the Meeting and all shareholders
may then cumulate their votes for director nominees. Cumulative voting means
that you have the right to vote the number of shares you
<PAGE> 4
owned as of the Record Date, multiplied by the number of Directors to be elected
(four). You may cast this total number of votes for one nominee or distribute
the votes among some or all of the nominees in any manner you desire. If
cumulative voting is declared at the Meeting, votes represented by proxies may
be cumulated in the discretion of the proxy holders, in accordance with the
recommendations of the Board, and discretionary authority to do so is included
in the proxy.
QUORUM REQUIREMENT
The presence, in person or by proxy, of the holders of at least a
majority of the total number of outstanding shares of Common Stock is necessary
to constitute a quorum at the Meeting.
VOTE REQUIRED
At the Meeting, directors will be elected by a plurality of the votes
cast. Therefore, the four nominees receiving the greatest number of votes will
be elected as Directors. Each other matter presented at the Meeting will be
decided by a majority of the votes cast on that matter.
METHOD OF COUNTING VOTES
Shares represented by proxies which are voted "Withhold Authority" or
on which a broker has indicated the absence of discretionary authority to vote
the shares will be counted as present for the purpose of determining a quorum,
but will not be voted in the election of Directors. Shares voted on one proposal
but not all proposals on the proxies returned by brokers will be counted for the
purpose of determining the number of shares represented at the meeting, but will
not be considered as a vote for or against any matter not voted on. Abstentions
will also be counted for the purpose of determining the number of shares
represented at the meeting, but will not be considered as a vote for or against
any matter as to which the abstention is effective.
2
<PAGE> 5
PROPOSALS
PROPOSAL 1 - ELECTION OF DIRECTORS
Article II, Section 1 of the Company's Code of Regulations provides
that the business of the Company shall be managed and conducted by a Board of
Directors consisting of not less than five nor more than nine members. The
shareholders previously set the number of Directors at nine. The Code of
Regulations also requires that a majority of the Directors be independent.
At the Meeting, four Directors are to be elected for a two-year term,
to serve until the 2002 annual meeting of shareholders and until their
successors have been elected and qualified. Your Board of Directors has
unanimously nominated the four persons named below for election as Directors at
the Meeting. The principal occupations and certain other information about the
nominees are set forth below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" FOR ALL
DIRECTOR NOMINEES.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
Positions with the Company,
Business Experience Director
Name and Other Directorships Since
---- --------------------------- --------
<S> <C> <C>
Jack C. Maier Chairman of the Board of the Company 1961
(Age 75)
William A. Mauch Director of the Company; Administrator of the Cincinnati 1992
(Age 79) office of the law firm of Thompson, Hine & Flory, L.L.P.
William J. Reik, Jr. Director of the Company, Managing Director, William D. Witter, 1998
(Age 62) Inc. (investment counseling firm); Managing Director, Mitchell
Hutchins Asset Management, Inc. (until February, 1991)
Lorrence T. Kellar Director of the Company, Vice President - Real Estate, Kmart 1998
(Age 63) Corporation (from April, 1996); Group Vice President - Finance
and Real Estate, The Kroger Co. (until April, 1996); Director
of Loehmann's, Inc.(1) and Multi-Color Corporation; Trustee of
Bartlett Capital Trust (mutual fund group); Trustee,
Cincinnati Symphony Orchestra
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</TABLE>
(1) Loehmann's, Inc. filed a Voluntary Petition under Chapter 11 with a
bankruptcy court in Delaware on May 18, 1999. The case is still pending.
Votes represented by proxies will be cast by the proxy holders in such
a way as to effect the election of all four nominees, or as many thereof as
possible under the rules of cumulative voting in accordance with the
recommendation of the Board. All nominees have consented to serve as directors
if elected. However, in the event that any nominee shall become unable to serve
prior to the Meeting, it is intended that the proxies will be voted for the
balance of those nominees named and for such substitute nominee, if any, as
shall be designated by the Board.
3
<PAGE> 6
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and certain information
concerning the current Directors whose terms expire at the 2001 Annual
Shareholders Meeting and the executive officers of the Company.
<TABLE>
<CAPTION>
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DIRECTORS
Positions with the Company,
Business Experience Director
Name and Other Directorships Since
---- --------------------------- --------
<S> <C> <C>
Malcolm M. Knapp Director of the Company; President of Malcolm M. Knapp, Inc. 1997
(Age 60) (restaurant business consulting)
Blanche F. Maier Director of the Company; Chairman of the Board of Trustees, 1961
(Age 73) Cincinnati Ballet
Dale P. Brown Director of the Company; Writer (since January, 1999); 1999
(Age 53) President and Chief Executive Officer, Sive/Young & Rubicam
(advertising agency) (July, 1990 until December, 1998); Board
of Trustees, University of Richmond; Director of Ohio National
Financial Services, Cincinnati 2012 Inc., Metropolitan Growth
Alliance and the Queen City Club; Recipient of Two Silver
Medals, American Advertising Federation; Chair, Women's
Initiative for Deloitte & Touche
Craig F. Maier President and Chief Executive Officer and a Director of the 1984
(Age 50) Company
Daniel W. Geeding Director of the Company; Professor of management and 1992
(Age 58) entrepreneurship (since June, 1997) and Director of the Center
for International Business (since May, 1996), and formerly Dean,
College of Business Administration (from April, 1988 to
June, 1997), Xavier University; Director of Zaring National, Inc.
EXECUTIVE OFFICERS
Positions with the Company,
Business Experience
Name and Other Directorships
---- ---------------------------
Donald H. Walker Vice President-Finance, Chief Financial Officer (since
(Age 54) October, 1996) and Treasurer (since June, 1982) of the Company
Marvin G. Fields(1) Senior Vice President, Chief Operations Officer (until
(Age 65) September, 1998), and Director (from April, 1975 to October,
1996) of the Company
W. Gary King Counsel (since June, 1986) and Secretary (since October,
(Age 63) 1996); Assistant Secretary from September, 1972 to October,
1996
Paul F. McFarland Vice President and Chief Operating Officer of the Company
(Age 54) (since September, 1998); Executive Vice President of
Operations and Chief Operating Officer, Long John Silvers
(October, 1992 until March, 1997)(2)
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</TABLE>
(1) Retired on June 1, 2000.
(2) Long John Silver's Restaurants, Inc. filed a Voluntary Petition under
Chapter 11 with a bankruptcy court in Delaware on June 1, 1998. The case is
still pending.
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<PAGE> 7
PROPOSAL 2 - RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has unanimously selected the firm of Grant
Thornton LLP as auditors to make an examination of the accounts of the Company
and serve as the Company's independent public accountants for the fiscal year
commencing May 29, 2000. This firm of independent certified public accountants
has made the audits of the Company's accounts since 1952.
Shareholder ratification of the selection of auditors is not required
by law, however, the Board nevertheless decided to ascertain the views of the
shareholders in this regard. If the selection of Grant Thornton LLP is not
ratified at the Meeting, the Board of Directors will consider the selection of
other auditors.
Representatives of Grant Thornton LLP are expected to be present at the
annual meeting of shareholders. They will be afforded an opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
questions from the shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
SELECTION OF GRANT THORNTON LLP AS AUDITORS.
EXECUTIVE COMPENSATION
The following information is furnished with respect to each of the five
most highly compensated executive officers of the Company, including the Chief
Executive Officer, for the fiscal year ended May 28, 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION
--------------------------------------
LONG-TERM
OTHER COMPEN- ALL
ANNUAL SATION OTHER
COMPEN- AWARDS COMPEN-
NAME AND TITLE YEAR SALARY BONUS(a) SATION OPTIONS SATION
-------------- ---- ------ -------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
Craig F. Maier 2000 $142,085 $294,904 (b) 61,478(d) $1,218(e)
President and Chief 1999 140,592 104,399 (b) 0 1,218(e)
Executive Officer 1998 139,482 0 $18,543(c) 0 1,218(e)
Jack C. Maier 2000 300,000 0 (b) 0 0
Chairman of the Board 1999 300,000 0 (b) 0 0
1998 300,000 0 (b) 0 0
Marvin G. Fields 2000 184,164 18,459 (b) 0 4,394(h)
Senior Vice President 1999 178,799 9,005 (b) 1,750(f) 4,130(h)
1998 173,719 6,524 (b) 5,250(g) 4,414(h)
Donald H. Walker 2000 121,612 18,296 (b) 3,500(d) 2,305(i)
Vice President and Chief 1999 116,934 7,037 (b) 1,750(f) 1,895(i)
Financial Officer 1998 112,357 6,767 (b) 5,250(g) 1,276(i)
Paul F. McFarland 2000 183,072 18,375 (b) 7,000(d) 1,043(l)
Vice President and Chief 1999 107,689 6,595 43,367(j) 13,500(k) 606(l)
Operating Officer
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Bonuses are paid 80% in cash and 20% in shares of the Company's Common
Stock.
(b) The value of perquisites and other personal benefits received by the
officer did not exceed an amount equal to the lesser of $50,000 or 10%
of the sum of such officer's salary and bonus for such year.
(c) Represents $4,849 as an auto allowance; $5,544 in premiums for medical
reimbursement insurance paid by the Company; and $8,150 in premiums for
supplemental long term disability insurance paid by the Company.
5
<PAGE> 8
(d) Represents stock options for 61,478 which were earned by Mr. Maier,
3,500 which were earned by Mr. Walker and 7,000 earned by Mr. McFarland
in the fiscal year ended May 28, 2000 but granted in July, 2000.
(e) Represents the premium paid by the Company on split dollar life
insurance policies.
(f) Represents stock options for 1,750 shares which were earned by each of
Mr. Fields and Mr. Walker in the fiscal year ended May 30, 1999, but
were granted in July, 1999.
(g) Represents stock options for 3,500 shares which were issued to each of
Mr. Fields and Mr. Walker in May, 1998 to replace options that had
expired under the 1984 Stock Option Plan, and options for 1,750 shares
which were earned by each of Mr. Fields and Mr. Walker in the fiscal
year ended May 31, 1998, but were granted in July, 1998.
(h) Represents premiums paid by the Company on split dollar life insurance
policies of $2,320 in 2000, $2,277 in 1999 and $2,242 in 1998 and
Company matching contributions to the Frisch's Executive Savings Plan
of $2,074 in 2000, $1,853 in 1999 and $2,172 in 1998.
(i) Represents premiums paid by the Company on split dollar life insurance
policies of $1,276 in 2000, 1999 and 1998 and Company matching
contributions to the Frisch's Executive Savings Plan of $1,029 in 2000
and $619 in 1999.
(j) Represents reimbursement of relocation expenses.
(k) Represents stock options for 10,000 shares which were granted during
the fiscal year ended May 30, 1999, and options for 3,500 shares which
were earned in the fiscal year ended May 30, 1999, but were granted in
July, 1999.
(l) Represents Company matching contributions to the Frisch's Executive
Savings Plan.
The following table sets forth information regarding stock options
granted to the named executive officers of the Company during the fiscal year
ended May 28, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Potential realizable
value at assumed annual
rates of stock price
appreciation for
Individual Grants option term
--------------------------------------------------------- -----------------------
Number of Percent of
Securities Total Options
Underlying Granted to Exercise or
Options Employees in Base Price Per Expiration
Name Granted Fiscal Year Share Date 5% 10%
---- ---------- ------------- -------------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Craig F. Maier 0 -- -- -- -- --
Jack C. Maier 0 -- -- -- -- --
Marvin G. Fields 1,750 6% $10.25 7/1/09 $11,281 $28,588
Donald H. Walker 1,750 6% $10.25 7/1/09 $11,281 $28,588
Paul F. McFarland 3,500 13% $10.25 7/1/09 $22,562 $57,176
--------------------------------------------------------------------------------------------------------------------
</TABLE>
The foregoing options were granted under the 1993 Stock Option Plan,
which was recommended by the Compensation Committee, adopted by the Board of
Directors and approved by the shareholders. Pursuant to the Plan, options for
shares of the Common Stock of the Company are granted to officers and key
management personnel. Under the 1993 Plan, options with terms not in excess of
ten years from the date of grant and stock appreciation rights may be granted
until May 8, 2004. See "Employment Contracts and Changes-in-Control
Arrangements." In addition to the options listed in the table above, on July 1,
1999, certain other key employees were granted options to purchase an aggregate
of 13,750 shares at $10.25 per share. All of the above options vest in three
equal annual installments.
6
<PAGE> 9
The following table sets forth information regarding the exercise of
stock options by each of the named executive officers during the fiscal year
ended May 28, 2000, and the value of all unexercised options at May 28, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
1993 PLAN
NUMBER OF 1984 PLAN
UNEXERCISED NUMBER OF VALUE OF
OPTIONS EXERCISABLE UNEXERCISED
EXERCISABLE/ UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED NET VALUE UNEXERCISABLE AT OPTIONS AT OPTIONS AT
NAME ON EXERCISE REALIZED 5/28/00 5/28/00 5/28/00 (1)
---- --------------- -------- ---------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Craig F. Maier 0 -- 0 28,488 0
Jack C. Maier 0 -- 0 0 0
Marvin G. Fields 0 -- 2,917E/4,083U 0 0
Donald H. Walker 0 -- 2,917E/4,083U 0 0
Paul F. McFarland 0 -- 3,333E/10,167U 0 0
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) As of May 28, 2000, the exercise price of all listed options exceeded
the market price of the Common Stock.
DEFINED BENEFIT PENSION PLAN AND EXECUTIVE RETIREMENT PLAN
The Pension Plan adopted by the Board of Directors, in which executive
officers of the Company participated through December 31, 1999, provides
payments of annual benefits upon the retirement of employees covered by the
Plan. Commencing in the year 2000, the executive officers of the Company will
receive comparable pension benefits through a nonqualified cash balance plan
instead of accruing additional benefits under the Pension Plan.
Under the qualified Pension Plan, an individual's monthly Pension Plan
benefit equals 51% of his or her average monthly compensation minus 50% of
monthly Social Security benefits. The benefit of an individual who has less than
28 years of service with the Company is reduced by 1/28 for each year less than
28.
Average monthly compensation is based upon the participant's five highest
consecutive compensation periods. For years prior to 1982, the compensation
period is the month of September. For years 1982 through 1991, the compensation
period is the month of July. For years after 1991, the compensation period is
the entire calendar year, therefore, the monthly compensation for the period is
1/12 of the annual compensation.
Compensation that is taken into consideration for periods through 1991
consists of regular wages, excluding overtime, bonuses, commissions, special
pay, severance pay and expense reimbursements, but including elective
contributions to employee benefit plans. Compensation that is taken into
consideration for periods after 1991 includes all compensation reported on the
participant's W-2 and all elective contributions to a Section 125 or 401(k)
plan.
Amounts set aside under the Plan are computed on an actuarial basis using
an aggregate funding method. No contribution was made to the Plan during the
fiscal year ended May 28, 2000.
Estimated annual retirement benefits under the Pension Plan and future
cash balance plan, assuming retirement at age 65 for Messrs. Craig F. Maier,
Marvin G. Fields, Donald H. Walker and Paul F. McFarland, would be,
respectively, $74,767, $76,814, $51,122 and $31,269.
Under the Internal Revenue Code, there is an annual limitation on the
amount of compensation of each employee that may be taken into account, which
through 1999 is set at $160,000. The annual limitation for some of the years
prior to 1997 was substantially higher. The Company has adopted an unfunded
Executive Retirement Plan which provides a supplemental retirement benefit to
qualified employees equal to the reduction in their benefits under the qualified
Pension Plan that results when compensation exceeds the Internal Revenue Code
limitation, or when elective salary deferrals are made to the non-qualified
Frisch's Executive Savings Plan. Currently, Messrs. Craig F. Maier, Marvin G.
Fields, Donald H. Walker and Paul F.
7
<PAGE> 10
McFarland are eligible, at their normal retirement ages, to receive supplemental
annual benefits under the Executive Retirement Plan of $50,888, $5,599, $4,485
and $14,293, respectively.
BOARD COMPENSATION AND COMMITTEES
The Board of Directors of the Company held five meetings during the
fiscal year ended May 28, 2000. Each Director attended at least 75% of the
aggregate number of meetings of the Board held during the year or portion of the
year during which he or she was a Director and all committees of the Board on
which the director served (during the period he or she was a committee member
during the year). The Company pays non-employee Directors an annual fee of
$20,000 plus $800 for each Board meeting and Committee meeting attended. During
the fiscal year ended May 28, 2000, each non-employee director was also granted
options to purchase 1,000 shares of the Company's Common Stock at an exercise
price of $10.06 per share. Non-employee Directors consist of Mrs. Maier, Ms.
Brown and Messrs. Geeding, Kellar, Knapp, Mauch and Reik.
The Board of Directors of the Company has an Audit Committee composed
entirely of independent directors: William A. Mauch (Chair), Daniel W. Geeding
and Lorrence T. Kellar. During the fiscal year ended May 28, 2000, the committee
held four meetings. The Audit Committee assists the Board of Directors in
fulfilling its responsibilities of ensuring that management is maintaining an
adequate system of internal controls such that there is reasonable assurance
that assets are safeguarded and that financial reports are properly prepared;
that there is consistent application of generally accepted accounting
principles; and that there is compliance with management's policies and
procedures. In performing these functions, the Audit Committee meets
periodically with the independent auditors, management, and internal auditors to
review their work and confirm that they are properly discharging their
respective responsibilities. In addition, the Audit Committee recommends the
independent auditors for appointment by the Board of Directors.
The Board of Directors established a Nominating Committee in June, 1999,
and is currently comprised of Craig F. Maier (Chair), Malcolm M. Knapp and
Daniel W. Greeding. The Nominating Committee's function is to search for and
recommend qualified, experienced candidates to the Board to be nominated for
election as Directors at annual shareholder meetings and to fill any vacancies
on the Board. The Nominating Committee will consider nominees recommended by
shareholders. Any recommendations should be mailed to Craig F. Maier as Chairman
of the Nominating Committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors has a Compensation Committee comprised of three
independent directors, Daniel W. Geeding (Chair), William A. Mauch and Malcolm
M. Knapp. During the fiscal year ended May 28, 2000, the committee held four
meetings. The Compensation Committee recommends policies for the Company with
respect to the compensation of executive officers and directors and determines
such compensation, and administers the Company's benefit and stock option plans.
COMPENSATION COMMITTEE REPORT
The compensation of Jack C. Maier and Craig F. Maier for the fiscal year
ended May 28, 2000 was determined in accordance with the terms of employment
agreements approved by the Board of Directors. The Compensation Committee
believes that these agreements are consistent with the Company's executive
compensation policies. See Employment Contract and Changes-in-Control
Arrangements.
The compensation of all other executive officers for the fiscal year
ended May 28, 2000 was determined in accordance with salary merit increase
guidelines and incentive compensation formulas established prior to the
commencement of the fiscal year.
The policies with respect to the Company's other executive officers are:
(1) to pay salaries generally in the middle of the range of salaries paid to
executives of comparable levels of responsibility by comparable restaurant
companies; (2) to grant merit increases in salary, within the salary range,
based primarily on job performance as measured by specific, pre-determined
individual goals; and (3) to award bonuses based on how well individual goals
are achieved and how well the Company performs.
To determine the salaries of the Company's other executive officers, the
Company establishes a series of salary ranges which correspond to levels of
executive responsibility. The basis for the establishment of the ranges is data
provided by an independent consultant that is derived from an annual survey of
approximately 68 comparable restaurant companies, including all members of the
peer group used for the Corporate Performance Graph. The Committee sets the
Company's salary ranges to fall generally in the middle of the competitive
ranges. Individual salaries are set within the applicable salary range and are
8
<PAGE> 11
reevaluated annually. Merit increases are granted within the salary range based
on job performance as measured against one or more individual performance goals
established annually for each executive.
Under the Company's incentive compensation program, other executive
officers are entitled to earn annual bonuses of up to 22.5% of each officer's
salary. Each individual executive officer's bonus is determined by a formula
that takes into account (1) the extent to which individual performance goals
established prior to the beginning of the fiscal year are met and (2) the
Company's pre-tax consolidated earnings for the fiscal year, as a percentage of
total revenue (adjusted to exclude certain revenue not related to the Company's
food service and lodging operations). No incentive bonus is paid unless pre-tax
consolidated earnings of the Company are at least 4% of revenues. In order to
receive the maximum bonus, an executive must fully meet the individual
performance goals and pre-tax consolidated earnings of the Company must equal or
exceed 6% of revenues. Of the total bonus earned, 20% is paid in shares of the
Company's Common Stock and the remainder is paid in cash. All shares received by
the executive must be held for a period of two years.
Bonuses were awarded under the incentive compensation program equal to a
percentage of salary, adjusted in accordance with a formula which took into
account the extent to which individual goals were met, the Company's pre-tax
earnings for the fiscal year as a percent of total revenue, and the salary range
maximum.
Daniel W. Geeding, Chair
William A. Mauch
Malcolm M. Knapp
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Act"), the Directors, certain of the Company's officers and persons owning
more than 10% of the outstanding shares of the Company's Common Stock are
required to file reports of beneficial ownership and changes in beneficial
ownership with the Securities and Exchange Commission and the American Stock
Exchange and to furnish copies of such reports to the Company. The Company is
required to set forth in this Proxy Statement the number of late reports,
transactions not reported and any known failure to file a report. Based solely
on a review of the reports which were furnished to it and certain written
representations of each reporting person, to the Company's knowledge, the
aforesaid filing requirements were satisfied by the persons subject thereto.
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
Jack C. Maier is currently employed by the Company pursuant to an
employment agreement effective May 28, 2000. The agreement has an initial term
of one fiscal year, and is renewable at the option of the Company for up to six
additional one year terms. Mr. Maier will be paid a base salary of $150,000 per
year during the initial term, and $100,000 per year for each additional year.
Mr. Maier may reduce his employment from full time to part time (defined as
three days or less per week), in which case he will receive 50% of his base
salary. In addition, the agreement provides that upon its expiration or upon Mr.
Maier's retirement, disability or death, the Company will pay to Mr. Maier or to
his survivors for each of the next ten years the sum of $214,050, adjusted
annually to reflect 50% of the annual percentage change in the Consumer Price
Index. Alternatively, the recipient may elect at any time to receive in a lump
sum the present value of all remaining payments.
During the fiscal year ended May 28, 2000, Mr. Jack C. Maier's previous
employment agreement required the Company to pay Mr. Maier a base salary of
$300,000 per year, and provided the same retirement benefits as the current
employment agreement. The previous agreement also provided that upon cessation
of employment, Mr. Maier would, if not prevented by disability, provide
consulting services to the Company, for which he would be paid a fee of $100,000
per year for a maximum of seven years.
Craig F. Maier is currently employed by the Company pursuant to an
employment agreement effective June 1, 2000. The Company will pay Mr. Maier a
base salary of $230,000 per fiscal year for the next three fiscal years,
adjusted annually to reflect 50% of the annual change in the Consumer Price
Index. In addition, the agreement provides that the Company will pay Mr. Maier
incentive compensation for each of the next three fiscal years equal to (a) 1.5%
of the Company's pre-tax earnings if in such year pre-tax earnings equal or
exceed 4% (but are less than 5%) of the Company's total revenue after giving
effect to such incentive compensation payment, and (b) 3% of the Company's
pre-tax earnings if in such year pre-tax earnings equal or exceed 5% of the
Company's total revenue. However, the incentive compensation will be reduced to
the extent that the payment of the incentive compensation would reduce the
Company's pre-tax earnings to below 4% of the Company's total revenue. Incentive
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<PAGE> 12
compensation will be paid 90% in cash and 10% in Common Stock. The agreement
also provides that Mr. Maier will be granted stock options in any year in which
incentive compensation is earned, based on the following schedule:
Pre-Tax Earnings As
a Percentage of Total Revenue Stock Option Available
----------------------------- ----------------------
At least 4%, but less than 5% 12,500 shares
At least 5%, but less than 6% 25,000 shares
At least 6% 40,000 shares
All stock options are awarded under the terms of the stock option plan of the
Company in effect at the time the options are awarded. The agreement also
provides that in the event of Mr. Maier's disability, the Company will pay him
(for up to ten years while he is alive and remains disabled) an annual sum equal
to 75% of his average compensation (including incentive compensation) over the
three preceding calendar years (reduced by any disability benefits received
under any disability income plan maintained by the Company), adjusted annually
after the first year to reflect 75% of the annual percentage change in the
Consumer Price Index.
During the fiscal year ended May 28, 2000, Mr. Craig F. Maier's previous
employment agreement required the Company to pay Mr. Maier a base salary of
$135,920 per year, adjusted annually to reflect 50% of the annual change in the
Consumer Price Index. The previous agreement also provided substantially the
same disability benefits, and incentive and stock option payments, as the
current employment agreement.
Mr. Craig F. Maier's current employment agreement reaffirms the Company's
obligations to Mr. Maier under an agreement dated November 21, 1989. The
agreement provides that, if there is a change in control of the Company that has
not been approved by existing management, the Company shall either (a) continue
his employment for up to three years with compensation and perquisites equal to
that which he would have received had there not been such a change or (b)
terminate his employment and make lump sum payments to him equal to the present
value of such compensation and continue such perquisites until the end of the
period for which his employment would have continued. The maximum aggregate lump
sum payment which would be payable Mr. Maier under the agreement if he were
terminated on the date of filing of this Proxy Statement, would be approximately
$797,000. The discount rate used for determining the amount of such payments was
5.37%, in accordance with provisions of the agreement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year ended May 28, 2000, a franchised restaurant owned
by children of Jack C. Maier, an officer and Director of the Company, and
Blanche F. Maier, a Director of the Company, made purchases from the Company's
commissary totaling $509,495 and paid to the Company advertising fees of
$49,166, employee leasing fees of $657,991, payroll and accounting fees of
$28,107 and franchise fees of $73,749. Other members of Mr. and Mrs. Maier's
family are the owners of a franchised restaurant which during such fiscal year
made purchases from the Company's commissary totaling $641,863 and paid to the
Company advertising fees of $64,710, employee leasing fees of $841,733, payroll
and accounting fees of $32,024 and franchise fees of $97,066. During the fiscal
year ended May 28, 2000, a franchised restaurant owned by Craig F. Maier, an
officer and Director of the Company, made purchases from the Company's
commissary totaling $325,534 and paid to the Company advertising fees of
$31,809, employee leasing fees of $432,748, payroll and accounting fees of
$25,971 and franchise fees of $47,714. The above described transactions were
effected on substantially similar terms as transactions with persons having no
relationship with the Company.
Karen F. Maier, the Vice President - Marketing of the Company, is the
daughter of Jack C. Maier and Blanche F. Maier and the sister of Craig F. Maier.
During the fiscal year ended May 28, 2000, Ms. Maier received total compensation
of $101,015 from the Company and earned options to purchase 3,500 shares of
Common Stock at an exercise price of $9.94 per share.
Scott C. Maier, the Supervisor of Hotel Operations of the Company, is
the son of Jack C. Maier and Blanche F. Maier and the brother of Craig F. Maier.
During the fiscal year ended May 28, 2000, Mr. Scott Maier received total
compensation of $57,585 from the Company and earned options to purchase 500
shares of Common Stock at an exercise price of $9.94 per share.
Dale P. Brown, a director, was the President, Chief Executive Officer
and a shareholder of Sive/Young & Rubicam, an advertising agency, until
December, 1998. The Company retained the advertising and marketing services of
Sive/Young & Rubicam in August, 1997, and paid Sive/Young & Rubicam total fees
of $2,035,234 during the fiscal year ended May 28, 2000.
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<PAGE> 13
CORPORATE PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the
Company's cumulative total stockholder return on its Common Stock over the five
year period ending May 28, 2000 with the Russell 2000 Index and a group of the
Company's peer issuers, selected by the Company in good faith. The graph assumes
an investment of $100 in the Company's Common Stock, in the Index and in the
common stock of the peer group on May 29, 1995, and reinvestment of all
dividends.
[Corporate Performance Graph]
<TABLE>
<CAPTION>
FRISCH'S RESTAURANTS INC
Cumulative Total Return
----------------------------------------------
5/95 5/96 5/97 5/98 5/99 5/00
<S> <C> <C> <C> <C> <C> <C>
FRISCH'S RESTAURANTS, INC. 100.00 132.37 176.23 135.02 129.31 127.14
PEER GROUP 100.00 103.63 99.41 120.25 95.89 71.87
RUSSELL 2000 100.00 128.94 155.54 197.01 178.24 179.47
</TABLE>
The Peer Group consists of the following issuers: Bob Evans Farms,
Consolidated Products, Inc., Cracker Barrel Old Country Store Group, Inc.,
Phoenix Restaurant Group, Inc.; Furrs/Bishops, Inc., IHOP Corp., Ryan's Family
Steak Houses, Inc., Shoney's, Inc. and VICORP Restaurants, Inc.
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<PAGE> 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of August 10, 2000
(unless a different date is specified in the notes to the table), with respect
to each person (including any "group" as that term is used in Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended) known by the Company to be
the beneficial owner of more than 5% of the Company's outstanding Common Stock.
<TABLE>
<CAPTION>
Name and Address of Amount Percent
Beneficial Owner Beneficially Owned of Class
---------------- ------------------ --------
<S> <C> <C>
Blanche F. Maier 1,760,622(1)(5) 33.9%
2800 Gilbert Avenue
Cincinnati, OH 45206
Jack C. Maier 1,006,856(2)(5) 19.4%
2800 Gilbert Avenue
Cincinnati, OH 45206
Craig F. Maier 1,003,124(3)(5) 19.0%
2800 Gilbert Avenue
Cincinnati, OH 45206
Karen F. Maier 840,098(4)(5) 16.2%
2800 Gilbert Avenue
Cincinnati, OH 45206
William D. Witter, Inc. 571,598(6) 9.8%
153 East 53rd Street
New York, NY 10022
Dimensional Fund Advisors, Inc. 443,383(7) 7.6%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
</TABLE>
(1) Includes 751,766 shares over which Mrs. Maier has sole voting and
investment power, 89,170 shares over which she has sole voting but
shared investment power, 917,686 shares over which she has sole voting
power only and 2,000 shares which she has the right to acquire pursuant
to the exercise of stock options. The amounts shown above include
1,006,856 shares over which she has sole voting power as Voting Trustee
pursuant to a Voting Trust Agreement dated June 26, 1997, with the
following: Jack C. Maier and herself as Co-Trustees of the Trust
established under the Will of Shirley Heinichen, deceased as to 89,170
shares; Jack C. Maier, Craig F. Maier and Karen F. Maier, as
Co-Trustees of the Trust established under the Will of David Frisch,
deceased as to 764,197 shares; and Jack C. Maier, as Trustee under the
Annette Frisch Amended and Restated Trust Agreement as to 153,489
shares. See footnotes (2), (3), (4) and (5).
(2) Includes 153,489 shares over which he has sole investment power only,
and 853,367 shares over which he shares investment power. The amount
shown above includes 764,197 shares over which Mr. Maier, Craig F.
Maier and Karen F. Maier share investment power only as Co-Trustees of
the Trust established under the will of David Frisch, deceased, and
89,170 shares over which Mr. Maier and Blanche F. Maier share
investment power only as Co-Trustees of the Trust established under the
Will of Shirley Heinichen, deceased. See footnotes (1), (3), (4) and
(5). Not included in this amount are 8,817 shares owned by Blanche F.
Maier as to which Mr. Maier disclaims beneficial ownership.
(3) Includes 148,961 shares over which Mr. Maier has sole voting and
investment power, 764,197 shares over which Mr. Maier, Jack C. Maier
and Karen F. Maier share investment power only as Co-Trustees of the
Trust established under the will of David Frisch, deceased, and 89,966
shares which he has the right to acquire pursuant to the exercise of
employee stock options. See footnotes (1), (2), (4) and (5).
12
<PAGE> 15
(4) Includes 65,401 shares over which Ms. Maier has sole voting and
investment power, 764,197 shares over which Ms. Maier, Jack C. Maier
and Craig F. Maier share investment power only as Co-Trustees of the
Trust established under the will of David Frisch, deceased, and 10,500
shares which she has the right to acquire pursuant to the exercise of
employee stock options. See footnotes (1), (2), (3) and (5).
(5) 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.
(6) The information given is as of February 1, 2000, as reported in an
amended Schedule 13G filed with the Securities and Exchange Commission.
(7) The information given is as of February 11, 2000, as reported in an
amended Schedule 13G filed with the Securities and Exchange Commission.
Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 443,383 shares of
Frisch's Restaurants, Inc. stock as of December 31, 1999, all of which
shares are held in portfolios of DFA Investment Dimensions Group Inc.,
a registered open-end investment company, or in series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA Group
Trust and DFA Participation Group Trust, investment vehicles for
qualified employee benefit plans, all of which Dimensional Fund
Advisors Inc. serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
13
<PAGE> 16
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of August 10, 2000, with
respect to the number of shares of Common Stock beneficially owned by (i) each
Director, including each nominee for election as a Director, of the Company,
(ii) each executive officer of the Company named in the Summary Compensation
Table, and (iii) all Directors and named executive officers of the Company as a
group.
<TABLE>
<CAPTION>
Amount Percent
Name Beneficially Owned of Class
---- ------------------ --------
<S> <C> <C>
Jack C. Maier 1,006,856 (1) 19.4%
Daniel W. Geeding 6,257 (2) *
Malcolm M. Knapp 6,000 (3) *
Blanche F. Maier 1,760,622 (1) 33.9%
Craig F. Maier 1,003,124 (1) 19.0%
William A. Mauch 11,851 (4) *
Dale P. Brown 2,025 (5) *
Lorrence T. Kellar 8,000 (6) *
William J. Reik, Jr. 211,060 (7) 4.1%
Marvin G. Fields 15,208 (8) *
Paul F. McFarland 21,924 (9) *
Donald H. Walker 14,099 (10) *
All Directors and named executive
officers as a group (12 persons) 2,295,973 43.1%
</TABLE>
* Less than 1% of class.
(1) See footnotes (1), (2), (3) and (5) on the preceding page.
(2) Includes 4,257 shares over which he has sole voting and investment
power and 2,000 shares that he has the right to acquire pursuant to the
exercise of stock options.
(3) Includes 4,000 shares over which he has sole voting and investment
power and 2,000 shares that he has the right to acquire pursuant to the
exercise of stock options.
(4) Includes 9,851 shares over which he has sole voting and investment
power and 2,000 shares that he has the right to acquire pursuant to the
exercise of stock options.
(5) Includes 1,025 shares over which she has sole voting and investment
power and 1,000 shares that he has the right to acquire pursuant to the
exercise of stock options.
(6) Includes 6,000 shares over which he has sole voting and investment
power and 2,000 shares that he has the right to acquire pursuant to the
exercise of stock options.
(7) Includes 209,060 shares over which he has sole voting and investment
power and 2,000 shares that he has the right to acquire pursuant to the
exercise of stock options.
(8) Includes 8,208 shares over which he has sole voting and investment
power and 7,000 shares that he has the right to acquire pursuant to the
exercise of stock options.
14
<PAGE> 17
(9) Includes 1,424 shares over which he has sole voting and investment
power and 20,500 shares that he has the right to acquire pursuant to
the exercise of stock options.
(10) Includes 3,599 shares over which he has sole voting and investment
power and 10,500 shares that he has the right to acquire pursuant to
the exercise of stock options.
SHAREHOLDER PROPOSALS
Any shareholder who wishes a proposal to be considered for inclusion in
the Company's Proxy Statement for the 2001 Annual Meeting of Shareholders, which
is currently scheduled for October 1, 2001, must submit the proposal to the
Company on or before May 3, 2001. Proposals should be addressed to W. Gary King,
Secretary, Frisch's Restaurants, Inc., 2800 Gilbert Avenue, Cincinnati, Ohio
45206. Any such proposal must satisfy the conditions for shareholder proposals
established by the Securities and Exchange Commission in Rule 14a-8 promulgated
pursuant to the Securities and Exchange Act of 1934, as amended.
Any shareholder who intends to directly present a proposal at the 2001
Annual Shareholders Meeting (outside of the Rule 14a-8 process) must notify the
Company of the proposal on or before July 18, 2001. If the Company is not
notified by such date, the Company will have the right to exercise discretionary
voting authority with respect to such proposal, if presented at the meeting,
without including information regarding such proposal in its proxy materials.
Notices of any intention to present a proposal at the 2001 Annual Shareholders
Meeting should be addressed to the Secretary of the Company at the address set
forth in the foregoing paragraph.
COST OF SOLICITATION
The cost of preparing and mailing this Proxy Statement, the
accompanying Notice of Annual Meeting and proxy and any additional material
relating to the Meeting and the cost of soliciting proxies will be borne by the
Company. In addition to solicitation by mail, the Company will request banks,
brokers and other custodial nominees and fiduciaries to supply proxy material to
the beneficial owners of the Common Stock of whom they have knowledge, and will
reimburse them for their expenses in so doing. Certain officers and employees of
the Company may solicit proxies in person or by telephone, facsimile
transmission or mail, for which they will not receive any special compensation.
OTHER MATTERS
The Company's Board of Directors knows of no other matters to be
presented at the Meeting other than those set forth above. However, if any other
matters come before the meeting, the holders of the proxy will vote the shares
represented by the proxy on such matters in accordance with their discretion, in
accordance with the recommendations of the Board, and discretionary authority to
do so is included in the proxy.
BY ORDER OF THE BOARD OF DIRECTORS
W. GARY KING
Secretary
Dated August 30, 2000
MANAGEMENT OF THE COMPANY WILL SUPPLY WITHOUT COST, UPON WRITTEN REQUEST, A COPY
OF THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-K, INCLUDING FINANCIAL
STATEMENTS AND SCHEDULES. SUCH REQUEST SHOULD BE DIRECTED TO MR. DONALD H.
WALKER, CHIEF FINANCIAL OFFICER, FRISCH'S RESTAURANTS, INC., 2800 GILBERT
AVENUE, CINCINNATI, OHIO 45206.
15
<PAGE> 18
<TABLE>
<S> <C>
PROXY BY MAIL Please mark [X]
your votes
like this
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS, AND MAY BE REVOKED PRIOR TO
ITS EXERCISE BY FILING WITH THE PRESIDENT OF THE COMPANY A WRITTEN INSTRUMENT REVOKING THIS PROXY
OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY APPEARING IN PERSON AND VOTING AT THE MEETING.
AUTHORITY AUTHORITY FOR AGAINST ABSTAIN
GIVEN WITHHELD
1. ELECTION OF FOUR DIRECTORS. 2. RATIFICATION OF APPOINTMENT OF GRANT [ ] [ ] [ ]
THORNTON LLP AS INDEPENDENT AUDITORS.
To elect the four persons below to serve [ ] [ ]
as directors until the 2002 Annual
Shareholders Meeting and until their
successors are elected and qualified:
--------------------------------------------------
01. Lorrence T. Kellar 02. Jack C. Maier IF YOU WISH TO VOTE ELECTRONICALLY PLEASE READ THE
03. William A. Mauch 04. William J. Reik, Jr. INSTRUCTIONS BELOW
--------------------------------------------------
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR SOME BUT NOT ALL OF THE
NOMINEES NAMED ABOVE, YOU SHOULD CHECK THE BOX MARKED "AUTHORITY GIVEN"
AND YOU SHOULD ENTER THE NAME(S) OF THE NOMINEE(S) WITH RESPECT TO WHOM
YOU WISH TO WITHHOLD AUTHORITY TO VOTE IN THE SPACE PROVIDED BELOW:
-------------------------------------------------------------------------------------- ========================
COMPANY NUMBER:
PROXY NUMBER:
ACCOUNT NUMBER:
-------------------------------------------------------------------------------------- ========================
SIGNATURE SIGNATURE DATE
------------------------------------- ----------------------------------- ----------------------
(Please date this proxy and sign your name as it appears on the stock certificates. Executors, administrators, trustees,
etc. should give their full titles. All joint owners should sign.)
Please mark, sign, date and mail this Proxy promptly.
------------------------------------------------------------------------------------------------------------------------
*FOLD AND DETACH HERE AND READ THE REVERSE SIDE *
</TABLE>
-----------------------------------------------------------
[Graphic] VOTE BY TELEPHONE OR INTERNET [Graphic]
QUICK *** EASY *** IMMEDIATE
-----------------------------------------------------------
FRISCH'S RESTAURANTS, INC.
- You can now vote your shares electronically through the Internet or the
telephone.
- This eliminates the need to return the proxy card.
- Your electronic vote authorizes the named proxies to vote your shares in the
same manner as if you marked, signed, dated and returned the proxy card.
TO VOTE YOUR PROXY BY INTERNET
------------------------------
www.continentalstock.com
Have your proxy card in hand when you access the above web site. You will be
prompted to enter the company number, proxy number and account number to
create an electronic ballot. Follow the prompts to vote your shares.
TO VOTE YOUR PROXY BY MAIL
--------------------------
Mark, sign and date your proxy card above, detach it and return it in the
postage-paid envelope provided.
TO VOTE YOUR PROXY BY PHONE
---------------------------
1-800-293-8533
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter the company number, proxy number
and account number. Follow the voting instructions to vote your shares.
PLEASE DO NOT RETURN THE ABOVE CARD IF VOTED
--------------------------------------------
ELECTRONICALLY
--------------
<PAGE> 19
PROXY
FRISCH'S RESTAURANTS, INC.
ANNUAL MEETING OF SHAREHOLDERS
October 2, 2000
The undersigned shareholder of Frisch's Restaurants, Inc. (the "Company")
hereby nominates, constitutes and appoints Jack C. Maier and Craig F. Maier, and
each of them, the attorney, agent and proxy of the undersigned, with full powers
of substitution, to vote all the stock of the Company which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Company to be held
at the Clarion Hotel Riverview, 668 W. Fifth Street, Covington, Kentucky 41011,
on Monday, October 2, 2000 at 10:00 a.m. and at any and all adjournments
thereof, as fully and with the same force and effect as the undersigned might or
could do if personally present as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" ON PROPOSAL 1
AND "FOR" ON PROPOSAL 2. THE PROXY SHALL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS UNLESS A CONTRARY INSTRUCTION IS
INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE WITH SUCH
INSTRUCTIONS. IF CUMULATIVE VOTING IS PROPERLY DECLARED, THE VOTES WILL BE CAST
IN SUCH A WAY AS TO EFFECT THE ELECTION OF ALL FOUR NOMINEES, OR AS MANY THEREOF
AS POSSIBLE, IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
ON OTHER MATTERS, IF ANY, PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN
THE DISCRETION OF THE PROXY HOLDERS, IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS, IF ANY.
PLEASE SIGN AND DATE ON THE REVERSE SIDE
--------------------------------------------------------------------------------
*FOLD AND DETACH HERE *
