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EX-99.1 - EXHIBIT 99.1 - FRISCHS RESTAURANTS INC | v418307_ex99-1.htm |
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 14, 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):
¨ | 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)) |
Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer Listing |
On August 14, 2015, the Company delivered a written notice to the New York Stock Exchange (NYSE) that, upon the successful closing of a planned merger transaction with an affiliate of NRD Partners I, L.P., the Company will no longer qualify for listing under the NYSE rules, as the Company will only have one shareholder following the closing of the transaction. The proposed merger is subject to the approval of the Company’s shareholders at a Special Shareholders’ Meeting scheduled for August 24, 2015.
The Company anticipates that on the first business day following the effective time of the merger closing the NYSE will file SEC Form 25 to begin the 10-day waiting period for delisting the Company stock.
A copy of the letter to the NYSE is attached hereto as Exhibit 99.1 and 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 – NYSE Letter dated August 14, 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 14, 2015 | ||||
BY | /s/ Mark R. Lanning | ||||
Mark R. Lanning | |||||
Vice President and Chief Financial Officer, | |||||
Principal Financial Officer and | |||||
Principal Accounting Officer |