UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 10, 2015
FRISCH’S RESTAURANTS, INC.
(Exact name of registrant as specified in
its charter)
| OHIO |
001-07323 |
31-0523213 |
| |
|
|
| (State or other jurisdiction |
(Commission |
(I.R.S. Employer |
| of incorporation) |
File Number) |
Identification No.) |
| 2800 GILBERT AVENUE, CINCINNATI, OHIO |
|
45206 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code 513-961-2660
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| x | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
On August 10, 2015, the Company issued
a news release to announce that it had distributed to its shareholders a Definitive Proxy Statement and notice of Special Shareholders’
Meeting seeking shareholder approval of a proposed merger with an affiliate of NRD Partners I, L.P. The Company also announced
that it has engaged representatives of MacKenzie Partners, Inc. in New York, New York to assist the Company in its proxy solicitation
process. The $10,000 fee for proxy solicitation services will be borne by the Company. A copy of the news release is attached hereto
as Exhibit 99.1and is incorporated herein by reference.
Safe Harbor for Forward-Looking Statements
Information set forth in this communication,
including financial estimates and statements as to the expected timing, completion and effects of the proposed merger between the
Company, Parent and Merger Sub, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These estimates and statements are subject to risks and uncertainties, and actual results
might differ materially. Such estimates and statements include, but are not limited to, statements about the benefits of the merger,
including future financial and operating results, the combined company’s plans, objectives, expectations and intentions,
and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the
management of the Company and Parent and are subject to significant risks and uncertainties outside of our control.
Among the risks and uncertainties that
could cause actual results to differ from those described in the forward-looking statements are the following: (1) the occurrence
of any event, change or other circumstances that could give rise to the termination of the merger agreement, (2) the risk that
Frisch’s Restaurants, Inc. stockholders may not adopt the merger agreement, (3) the risk that the necessary regulatory approvals
may not be obtained or may be obtained subject to conditions that are not anticipated, (4) risks that any of the closing conditions
to the proposed merger may not be satisfied in a timely manner, (5) risks related to disruption of management time from ongoing
business operations due to the proposed merger, (6) failure to realize the benefits expected from the proposed merger and (7) the
effect of the announcement of the proposed merger on the ability of the Company to hire key personnel and maintain relationships
with their suppliers, and on their operating results and businesses generally. The Company is not under any obligation to update,
alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether
as a result of new information, future events, or otherwise. Persons reading this announcement are cautioned not to place undue
reliance on these forward-looking statements which speak only as of the date hereof.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits filed herewith: |
99.1 – Press Release dated
August 10, 2015
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
FRISCH’S
RESTAURANTS, INC. |
|
| |
(registrant) |
|
| |
|
|
|
| |
|
|
|
| DATE ____August
10, 2015___ |
|
|
|
| |
|
|
|
| |
BY |
/s/ Mark R. Lanning |
|
| |
|
Mark R. Lanning |
|
| |
|
Vice President and Chief Financial Officer, |
|
| |
|
Principal Financial Officer and |
|
| |
|
Principal Accounting Officer |
|
Exhibit 99.1
For Immediate Release on August 10,
2015
Frisch's Restaurants, Inc. Distributes
Proxy Materials for Shareholder Approval of $34.00 Per Share Offer from Private Equity Fund
Cincinnati, OH, August
10, 2015 – Frisch’s Restaurants, Inc. (NYSE MKT: FRS) today announced that it had distributed proxy materials
and a notice of a Special Shareholders’ Meeting to all of its shareholders. The Special Shareholders’ Meeting is scheduled
for August 24, 2015. The purpose of the shareholder meeting is to obtain the shareholders’ approval of a merger transaction
that would pay each shareholder $34.00 per share of common stock owned.
The planned transaction
was previously announced on May 22, 2015 when Frisch's Restaurants, Inc. ("Frisch's") entered into an Agreement and Plan
of Merger (the "Merger Agreement") to be acquired by an affiliate of NRD Partners I, L.P., a newly-formed private equity
fund. Frisch’s Board of Directors has unanimously recommended that Frisch’s shareholders’ approve the proposed
transaction.
“The transaction
is a great opportunity for the Company, its current shareholders and employees. The price being offered represents the results
of an earnest and thoughtful negotiation process,” said Craig Maier, Frisch’s Chief Executive Officer. “The Company
has been guided by three generations of my family and by the contributions of our dedicated employees,” he added. Mr. Maier
will retire when the transaction is closed.
The Company has retained MacKenzie Partners,
Inc. as proxy solicitor to assist it in connection with its upcoming Special Shareholders’ Meeting. Shareholders who have
questions about the merger, who need additional copies of the Company's proxy materials, or need assistance in voting their shares
are encouraged to contact MacKenzie Partners by email at proxy@mackenziepartners.com or by phone at 800-322-2885 or at
212-929-5500.
A
copy of the proxy materials filed with the U.S. Securities and Exchange Commission can be accessed online at www.sec.gov
and can be viewed in their entirety on the Company’s website at http://www.frischs.com/investor_relations/investor_relations.aspx?cat=6.
About Frisch's Restaurants, Inc.
Frisch's is a regional company that operates
full service family-style restaurants under the name "Frisch's Big Boy." All Frisch's Big Boy restaurants are currently
located in various regions of Ohio, Kentucky and Indiana. The Company owns the trademark "Frisch's" and has exclusive,
irrevocable ownership of the rights to the "Big Boy" trademark, trade name and service marks in the states of ··
Kentucky and Indiana, and in most of Ohio and Tennessee. All of the Frisch's Big Boy restaurants also offer "drive-thru"
service. The Company also licenses Big Boy restaurants to other operators, currently in certain parts of Ohio, Kentucky and Indiana.
About NRD Partners I, L.P.
NRD Partners I, L.P. (NRD) is a private
equity fund founded by Aziz Hashim to fill a commonly perceived gap in franchise equity investing. NRD seeks to acquire brands
that offer superior products and compelling unit economics and help them grow to their fullest potential through NRD's expanding
network of franchisee investors. For more information, please visit www.nrdcapital.com.
Cautionary Statement Concerning Forward
Looking Statements
Statements in this press release that are
not descriptions of historical facts may be “forward-looking” statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. In some cases, these
forward-looking statements may be identified by the use of words such as “may”, “will”, “expect”,
“plan”, “anticipate”, “believe”, or “project”, or the negative of those words or
other comparable words. Any forward-looking statements included in this communication are made as of the date hereof only, based
on information available to Frisch’s Restaurants, Inc. as of the date hereof, and subject to applicable law to the contrary.
Frisch’s Restaurants, Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. Such forward-looking statements are subject to a number of risks, assumptions and
uncertainties that could cause Frisch’s Restaurants, Inc.’s actual results to differ materially from those suggested
by the projected information in such forward-looking statements. Such risks and uncertainties include, among others: any conditions
imposed on the parties in connection with the consummation of the merger transactions described herein; adoption of the Merger
Agreement by Frisch’s Restaurants, Inc.’s shareholders (or the failure to obtain such adoption); the ability to obtain
regulatory approvals of the merger and the other transactions contemplated by the Merger Agreement on the proposed terms and schedule;
Frisch’s Restaurants, Inc.’s ability to maintain relationships with customers, employees or suppliers following the
announcement of the merger agreement and the transactions contemplated thereby; the ability of third parties to fulfill their obligations
relating to the proposed transactions, including providing financing under current financial market conditions; the ability of
the parties to satisfy the conditions to closing of the proposed transactions; the risk that the merger and the other transactions
contemplated by the Merger Agreement may not be completed in the time frame expected by the parties or at all; and the risks that
are described from time to time in Frisch’s Restaurants, Inc.’s reports filed with the Securities and Exchange Commission,
including the Annual Report on Form 10-K for the fiscal year ended June 2, 2014, filed with the Securities and Exchange Commission
on August 7, 2004, in other of Frisch’s Restaurants, Inc.’s filings with the Securities and Exchange Commission from
time to time, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general industry and economic conditions.
Readers are cautioned not to place undue reliance on the forward-looking statements.
INVESTOR CONTACT:
Mark Lanning
Vice President-Finance and CFO
(513) 559-5200
Investor.relations@frischs.com
| MEDIA CONTACTS: |
|
| Tom Becker |
Angela Pruitt |
| (212) 573-6100 |
(212) 573-6100 |
| Tom_Becker@sitrick.com |
Angela_Pruitt@sitrick.com
|