0001140361-14-027096.txt : 20140701 0001140361-14-027096.hdr.sgml : 20140701 20140630193959 ACCESSION NUMBER: 0001140361-14-027096 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140701 DATE AS OF CHANGE: 20140630 GROUP MEMBERS: ACTIVE OWNERS FUND LP GROUP MEMBERS: TP-ONE HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRISCHS RESTAURANTS INC CENTRAL INDEX KEY: 0000039047 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 310523213 STATE OF INCORPORATION: OH FISCAL YEAR END: 0530 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36806 FILM NUMBER: 14950412 BUSINESS ADDRESS: STREET 1: 2800 GILBERT AVE CITY: CINCINNATI STATE: OH ZIP: 45206 BUSINESS PHONE: 5139612660 MAIL ADDRESS: STREET 1: 2800 GILBERT AVE CITY: CINCINNATI STATE: OH ZIP: 45206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AOF Management LLC CENTRAL INDEX KEY: 0001610521 IRS NUMBER: 320322036 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1800 N. HIGHLAND AVE., 5TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90028 BUSINESS PHONE: 310-691-1700 MAIL ADDRESS: STREET 1: 1800 N. HIGHLAND AVE., 5TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90028 SC 13D 1 formsc13d.htm AOF MANAGEMENT LLC SC13D 6-20-2014 (FRISCH?S RESTAURANTS, INC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
 
FRISCH’S RESTAURANTS, INC.
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
358748101
(CUSIP Number)
 
Joe Pretlow
1800 N. Highland Avenue, 5th Floor
 Los Angeles, CA 90028
310-691-1700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
 
Rory M. Cohen, Esq.
Mayer Brown LLP
1675 Broadway
New York, NY 10019
212-506-2587
 
June 20, 2014
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* 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 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).
CUSIP No. 358748101
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
AOF Management LLC     32-0322036
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS (see instructions)
 
OO
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
7.
 
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
8.
 
SHARED VOTING POWER
 
260,101
EACH
REPORTING
PERSON WITH
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
260,101
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
260,101
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.10%
14.
 
TYPE OF REPORTING PERSON (see instructions)
 
IA
CUSIP No. 358748101
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Active Owners Fund LP
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS (see instructions)
 
WC
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
7.
 
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
8.
 
SHARED VOTING POWER
 
260,101
EACH
REPORTING
PERSON WITH
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
260,101
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
260,101
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.10%
14.
 
TYPE OF REPORTING PERSON (see instructions)
 
PN
CUSIP No. 358748101
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TP-One Holdings LLC
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS (see instructions)
 
OO
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
7.
 
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
OWNED BY
8.
 
SHARED VOTING POWER
 
260,101
EACH
REPORTING
PERSON WITH
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
260,101
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
260,101
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.10%
14.
 
TYPE OF REPORTING PERSON (see instructions)
 
OO
CUSIP No. 358748101
Item 1. Security and Issuer.

 This statement on Schedule 13D relates to the shares (the "Shares") of common stock, no par value per share (the "Common Stock") of Frisch's Restaurants, Inc., an Ohio corporation (the "Issuer").  The principal executive office of the Issuer is located at 2800 Gilbert Avenue, Cincinnati, Ohio 45206.  This statement is being filed by the Reporting Persons (as defined below) as a result of the purchase of the Shares by the Fund (as defined below).

Item 2. Identity and Background.
 
(a) AOF Management LLC ("AOF") is the investment adviser to Active Owners Fund LP (the "Fund"), the purchaser of the Shares.  TP-One Holdings LLC ("TP-One," and together with AOF and the Fund, the "Reporting Persons") is the general partner of the Fund.

(b) The address of each of the principal business office of the Reporting Persons is 1800 N. Highland Avenue, 5th Floor, Los Angeles, CA 90028.

(c) AOF provides investment advisory services to the Fund, of which TP-One is the general partner.  AOF and TP-One are under common control.

(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons was party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) Each of AOF and TP-One is a Delaware limited liability company.  The Fund is a Delaware limited partnership.
 
Item 3. Source or Amount of Funds or Other Consideration.

 The Shares reported in Item 5 as beneficially owned by the Reporting Persons were acquired with funds of approximately $5,320,621.90 (including brokerage commissions).  All funds to acquire the Shares were provided from capital of the Fund.

Item 4. Purpose of Transaction.

The securities of the Issuer reported in this Schedule 13D were acquired by the Reporting Persons for investment purposes.

The Reporting Persons believe the Issuer's Common Stock is undervalued and is an attractive investment opportunity.  As part of its investment strategy, the Reporting Persons seek to raise awareness of the companies in which the Fund is invested.  As part of this process, the Reporting Persons may discuss the Fund's holdings, including the Issuer, with other market participants.

Item 5. Interest in Securities of the Issuer.
 
(a) The aggregate number and percentage of Shares reported to be beneficially owned by the Reporting Persons in this Schedule D is 260,101 shares of Common Stock, constituting approximately 5.10% of the shares of Common Stock outstanding, based upon 5,099,012 shares of Common Stock outstanding as of March 4, 2014, as reflected in the Form 10-Q filed by the Issuer on April 8, 2014.

(b) The Reporting Person has the sole power to vote and dispose of the 260,101 Shares owned by the Funds.

(c) This sets forth information with respect to each purchase and sale of the Shares which was effectuated by a Reporting Person during the past sixty days, inclusive of any transactions effected through 12:00 p.m., New York City time, on June 30, 2014.  Unless otherwise indicated, all transactions were effectuated by the Fund in the open market through a broker.
CUSIP No. 358748101
 
Trade Date
  
Number of Shares Purchased (Sold)
    
Price per Share
  
4/24/2014
    
103
    
$
23.35
  
4/25/2014
    
5,320
    
$
23.40
  
4/28/2014
    
2,905
    
$
23.48
  
4/29/2014
    
700
    
$
23.40
  
4/30/2014
    
500
    
$
23.50
  
5/2/2014
    
104
    
$
23.50
  
5/6/2014
    
2,682
    
$
23.50
  
5/9/2014
    
2,712
    
$
23.24
  
5/13/2014
    
1,175
    
$
23.50
  
5/14/2014
    
380
    
$
23.50
  
5/16/2014
    
77
    
$
23.50
  
6/2/2014
    
3,738
    
$
23.58
  
6/19/2014
    
5,000
    
$
22.42
  
6/20/2014
    
3,905
    
$
22.28
  
6/23/2014
    
2,384
    
$
22.82
  
6/25/2014
    
242
    
$
22.50
  
 
(d) Not applicable.

(e) Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 None.

Item 7. Material to Be Filed as Exhibits.

1.  Joint Acquisition Statement Pursuant to Rule 13d-1(k).
CUSIP No. 358748101
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

CUSIP No. 358748101
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.
 
 
AOF MANAGEMENT LLC
Date:  June 30, 2014
 
 
 
 
 
 
By:
/s/ Joseph Pretlow
 
 
Name: Joseph Pretlow
 
 
Title: Managing Member
 
 
 
 
TP-ONE HOLDINGS LLC
Date:  June 30, 2014
 
 
 
 
 
 
By:
/s/ Joseph Pretlow
 
 
Name: Joseph Pretlow
 
 
Title: Managing Member
 
 
 
 
ACTIVE OWNERS FUND LP
 
By: TP-One Holdings LLC, its general partner
Date:  June 30, 2014
 
 
 
 
 
 
By:
/s/ Joseph Pretlow
 
 
Name: Joseph Pretlow
 
 
Title: Managing Member