BY LISA BIANK FASIG
The Cincinnati Enquirer
Two of the newest and most controversial directors at Frisch's Restaurants Inc. are claiming the Big Boy restaurant chain is working to eliminate their nominations to the board this fall, a charge the company's chief executive denies.
Jerry Ruyan of Cincinnati and Barry Nussbaum of San Diego said sources close to Frisch's have told them they are essentially out of the picture.
"They frankly don't like us and they want to get rid of us. That troubles me," Mr. Ruyan said.
But fellow director and chief executive Craig Maier said Wednesday that isn't the board's intention.
He confirmed that his father and Frisch's chairman, Jack Maier, appointed a nominating committee to determine the best candidates for the board. The committee comprises Craig Maier and directors Malcolm Knapp and Daniel Geeding.
The review of candidates, Mr. Maier said, was aimed at being more responsible to shareholders -- a practice Messrs. Ruyan and Nussbaum said Frisch's needed to improve.
The committee will make its recommendations to the board, which will have the final vote. Those facing expiring terms: Messrs. Ruyan and Nussbaum, Jack Maier and attorney William Mauch.
"It is not presumed anybody will be nominated," Craig Maier said.
Messrs. Ruyan and Nussbaum expect they won't be nominated. Their reasoning: Three of Frisch's nine directors are family members; another three are known not to vote against the family.
"Nothing's official yet, but we've been told by company counsel at the (board) meeting that's going to happen," Mr. Nussbaum said. That could land the pair not far from where they began two years ago -- and possibly into another costly proxy fight. The two emerged as Frisch's antagonists in July 1996, launching a campaign to improve shareholder returns by unloading non-restaurant assets.
Soon after, they maneuvered for the board and won in an upset. About 90 percent of non-family shareholders who voted elected the pair.
If they are not nominated for re-election, Messrs. Ruyan and Nussbaum could run again, though they are not publicly making commitments yet. Frisch's proxy statement normally reaches shareholders in August.
Mr. Ruyan said he'd like to avoid another campaign, calling it a "cavalier waste of corporate assets." But Mr. Nussbaum said they want to protect their investment in Frisch's -- an 8 percent stake.
Observers aren't quick to say either party is right. Ralph Ward, editor of Corporate Board magazine, said the move by Frisch's "sounds a little disingenuous" because of the timing. But Larry Stybel, of Stybel Peabody-Lincolnshire, a Boston-based executive consulting firm, said he sees failures on both sides.
"They couldn't develop a relationship in two years," he said. "(Messrs. Ruyan and Nussbaum) are not being thrown out. They finished their term, and they have been perceived as having such little value or being such a pain to the board that there is no desire to have them back."
