0001144204-13-044211.txt : 20130809 0001144204-13-044211.hdr.sgml : 20130809 20130809104500 ACCESSION NUMBER: 0001144204-13-044211 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130809 DATE AS OF CHANGE: 20130809 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: 131024955 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: MAIER KAREN F CENTRAL INDEX KEY: 0001069418 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SC 13D 1 v352420_sc13d.htm FORM SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

FRISCH’S RESTAURANTS, INC.

 

(Name of Issuer)

 

Common Stock, no par value

 

(Title of Class of Securities)

 

358748101

 

(CUSIP Number)

 

James R. Cummins, Esq.

Cummins & Brown LLC

Scripps Center

312 Walnut Street, Suite 1000

Cincinnati, Ohio 45202

(513) 241-6400

 

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

August 1, 2013

 

(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 Rule 13d-7 for the 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

 

 

  Name of Reporting Persons.
   
 

Karen F. Maier

   
  Check the Appropriate Box if a Member of a Group (See Instructions)
   
  (a)¨
  (b) x
   
  SEC Use Only
   
  Source of Funds (See Instructions): N/A
   
  Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e): ¨
   
  Citizenship or Place of Organization: United States Citizen
   

Number of 7. Sole Voting Power

309,784a

Shares Beneficially 8. Shared Voting Power 0
Owned by Each Reporting 9. Sole Dispositive Power

309,784a

Person With 10. Shared Dispositive Power 0

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person: 309,784a
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
   
13. Percent of Class Represented by Amount in Row (11) 6.1% a
   
14. Type of Reporting Person (See Instructions) IN
   

 

a Includes 309,784 Shares of the Company (as these terms are defined in Item 1) over which Karen F. Maier has sole voting and dispositive power. Based on information from the Company, there were 5,078,968 Shares of the Company issued and outstanding as of August 5, 2013. Additionally, there are 67,835 Shares which can be acquired pursuant to the exercise of stock options within 60 days.

 

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Item 1. Security and Issuer.

 

The class of equity securities to which this Schedule 13D relates is the common stock, no par value (the "Shares"), of Frisch’s Restaurants, Inc. (the "Company"), an Ohio corporation. The address of the principal executive offices of the Company is 2800 Gilbert Avenue, Cincinnati, Ohio 45206.

 

Item 2. Identity and Background

 

a.Karen F. Maier
b.2800 Gilbert Avenue, Cincinnati, Ohio 45206
c.Ms. Maier is the Vice President - Marketing and a Director of Frisch’s Restaurants, Inc.
d.Ms. Maier has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
e.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.
f.Ms. Maier is a United States citizen.

 

Item 3. Source and Amount of Funds or Other Consideration

 

On August 1, 2013, the following Shares were transferred to Karen F. Maier: (i) 57,476 Shares from the Jack C. Maier QTIP Trust, (ii) 4,094 Shares from the Annette Frisch Trust, (iii) 5,289 Shares from the Jack Maier Insurance Trust, (iv) 20,266 Shares from the Blanche Maier Trust, and (v) 2 Shares from the JBM Limited Partnership.

 

Item 4. Purpose of Transaction

 

See information in Item 3, above.

 

All Shares beneficially owned by Ms. Maier are held as a long-term investment in the Company. Ms. Maier intends to continually review her investment in the Shares and take such actions with respect to his investment as she 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.

 

Except as described herein, Ms. 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.

 

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Item 5. Interest in Securities of the Issuer

 

(a) Based on information from the Company, there were 5,078,968 Shares of the Company issued and outstanding as of August 5, 2013Ms. Maier is deemed to beneficially own 309,784 Shares, or approximately 6.1% of the Shares deemed issued and outstanding as of August 5, 2013, which includes Ms. Maier’s 6,417 outstanding stock options remaining.

 

(b) Ms. Maier has sole voting and dispositive powers over all of the 309,784 Shares beneficially owned by her. See response to Item 2 for information regarding Karen F. Maier.

 

(c) Not applicable, as this is the first Schedule 13D filed for Karen F. Maier.

 

(d) Karen F. Maier has the sole right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares owned by herself.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Not applicable.

 

Item 7. Material to Be Filed as Exhibits

 

Not applicable.

 

4
 

 

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.

 

 
   
August 8, 2013 By:  /s/ Karen F. Maier
    Karen F. Maier

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

 

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