SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 11)
Friendly Ice Cream Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
358497105
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(CUSIP Number)
Sardar Biglari
The Lion Fund, L.P.
9311 San Pedro Avenue, Suite 1440
San Antonio, Texas 78216
Telephone (210) 344-3400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 2006
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(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 Rule 13d-1(e), 13d-1(f) or 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
other parties to whom copies are to be sent.
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(1) 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 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. 358497105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Lion Fund L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,182,388
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,182,388
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,182,388
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.92%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 358497105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Biglari Capital Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, 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
Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,182,388
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,182,388
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,182,388
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.92%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 358497105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Biglari, Sardar
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF,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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,182,388
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,182,388
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,182,388
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.92%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 358497105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Western Sizzlin Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,182,388
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,182,388
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,182,388
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.92%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 358497105
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Item 1. Security and Issuer.
No change.
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Item 2. Identity and Background.
No change.
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Item 3. Source and Amount of Funds or Other Consideration.
No change.
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Item 4. Purpose of Transaction.
The Reporting Persons have consulted with the chairman of the board of
directors and management of the Issuer concerning the business, operations and
future plans of the Issuer. Such consultation included a meeting on September
20, 2006, whereby the Reporting Persons requested two seats on the Issuer's
board of directors for Mr. Sardar Biglari and Dr. Philip L. Cooley. By letter to
Mr. Biglari dated October 3, 2006, the Issuer's Vice President and General
Counsel, Gregory Pastore, requested information regarding Mr. Biglari and Dr.
Cooley. A law firm representing the Reporting Persons provided such information
to Mr. Pastore by letter dated October 5, 2006. On October 16, 2006, a law firm
representing the Issuer responded to the October 5 letter stating that the
Company would respond to the Reporting Person's request "in due course".
The Reporting Persons prefer to obtain the requested board seats through
action by the Issuer's board of directors, but absent such action, the Reporting
Persons intend to nominate Mr. Biglari and Dr. Cooley for election at the
Issuer's annual meeting of stockholders to be held in 2007, in accordance with
the Issuer's by-laws providing for such nominations. In such case, the Reporting
Persons intend to solicit proxies to be voted in favor of the nominees.
Accordingly, on November 8, 2006, The Lion Fund sent notice to the Issuer's
Secretary, in accordance with the Issuer's by-laws, of its intention to nominate
Mr. Biglari and Dr. Cooley for election as directors at the next meeting of
stockholders at which directors are to be elected. In addition, on November 8,
2006, a law firm representing the Reporting Persons sent to the Issuer a demand
to inspect and copy the Issuer's record of its stockholders, as permitted by the
Massachusetts Business Corporation Act. On November 14, 2006, the Issuer
provided limited information in response to such request. On November 21, 2006,
a law firm representing the Reporting Persons sent an additional demand letter
requesting the same information as requested in the November 8 letter, stating
that the Issuer provided inadequate information in response to the November 8
letter. On November 28, 2006, the Issuer provided, and undertook to provide in
the future, certain additional information requested by the Reporting Persons.
If the Reporting Persons engage in solicitation of proxies, and are
successful in the election of one or both of Mr. Biglari and Dr. Cooley to the
Issuer's board of directors, the Reporting Persons will seek reimbursement of
their expenses from the Issuer.
The Reporting Persons are concerned with the current status of the board of
directors as all but one of the Issuer's current directors, including the
chairman of the board, are defendants in a pending shareholder derivative
lawsuit in which one of the founders of the Issuer's business and a substantial
stockholder, S. Prestley Blake, is the plaintiff. Copies of two court decisions
in this litigation, dated May 24, 2006, and August 25, 2006, were attached to
Amendment 8 to the Schedule 13D filed on November 8, 2006.
On December 4, 2006, Mr. Biglari sent a letter to shareholders of the
Issuer setting forth his concerns about the Issuer and its current board of
directors, as well as the Reporting Persons' intention to nominate Mr. Biglari
and Dr. Cooley to the board at the next annual meeting of shareholders. The
letter also provided a web address for communications among the shareholders of
the Issuer. The letter was attached to Amendment 10 to the Schedule 13D filed on
December 4, 2006.
Following Mr. Biglari's letter to shareholders dated December 4, 2006, the
Issuer issued a press release dated December 6, 2006, which was filed on Form
8-K on December 6, 2006, in which, among other things, the Issuer indicated its
willingness to grant a representative of the Reporting Persons one seat on the
Issuer's board of directors, subject to certain restrictions. After becoming
aware of the Issuer's proposal of December 6, 2006, the Reporting Persons
contacted the Issuer by telephone on December 7, 2006 at which time the
Reporting Persons were invited to meet with the Issuer. Mr. Biglari and Dr.
Cooley, as representatives of the Reporting Persons, and the Chairman of the
Issuer, together with other members of the Issuer's senior management, met on
December 8, 2006 at which time the Issuer reiterated its offer of a single board
seat to a representative the Reporting Persons, together with certain conditions
and restrictions. The Issuer also indicated that its offer would remain open
until 5:00 p.m. EST on December 11, 2006. The Reporting Persons responded to
the Issuer in the form of letter, a copy of which is filed herewith as Exhibit
B.
SOLICITATIONS FOR PROXIES WILL ONLY BE MADE BY WAY OF A DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY. SHAREHOLDERS ARE ADVISED TO READ ANY PROXY
STATEMENT OR OTHER DOCUMENTS RELATED TO A SOLICITATION OF PROXY THAT MAY BE MADE
BY THE REPORTING PERSONS. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT
AND A FORM OF PROXY WILL BE MAILED TO SHAREHOLDERS OF THE ISSUER AND WILL BE
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV.
As set forth herein, the Reporting Persons have beneficial ownership of
14.92% of the Issuer's common stock. The Reporting Persons believe such holdings
are more than the amount beneficially owned by any other stockholder or group
and more than all such stock owned by all of the Issuer's current directors
combined. Accordingly, the Reporting Persons believe that their interests are
aligned with those of other stockholders and that Mr. Biglari and Dr. Cooley
would be constructive contributors to the Issuer's board of directors.
The Reporting Persons will continue to evaluate the business prospects of
the Issuer, its management, and board of directors and may from time to time
consult further with the Issuer's management, one or more of its directors, or
with other stockholders.
The Reporting Persons may effect transactions that would change the number
of shares they may be deemed to beneficially own.
Except as set forth above, the Reporting Persons have no present plans or
intentions that would relate to or result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
No change.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
No change.
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Item 7. Material to be Filed as Exhibits.
A. An agreement relating to the filing of a joint statement as required by
Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as
Exhibit A.
B. The letter to the Issuer dated December 11, 2006.
C. A description of the transactions by the Lion Fund and WSC in the last
60 days or since the most recent filing on Schedule D is filed herewith as
Exhibit C.
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.
December 11, 2006
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(Date)
THE LION FUND, L.P.
By: Biglari Capital Corp.
General Partner
By: /s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
BIGLARI CAPITAL CORP.
By: /s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
SARDAR BIGLARI
/s/ Sardar Biglari
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WESTERN SIZZLIN CORP.
/s/ Robyn B. Mabe
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Robyn B. Mabe, Chief Financial Officer
Exhibit A
AGREEMENT
The undersigned agree that this Amendment to the Schedule 13D dated
December 11, 2006, relating to the Common Stock par value $0.01 of Friendly Ice
Cream Corporation shall be filed on behalf of the undersigned.
December 11, 2006
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(Date)
THE LION FUND, L.P.
By: Biglari Capital Corp.,
General Partner
By: /s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
BIGLARI CAPITAL CORP.
By: /s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
SARDAR BIGLARI
/s/ Sardar Biglari
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WESTERN SIZZLIN CORP.
By: /s/ Robyn B. Mabe
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Robyn B. Mabe, Chief Financial Officer
Exhibit B
THE LION FUND, L.P.
9311 SAN PEDRO AVENUE, SUITE 1440
SAN ANTONIO, TEXAS 78216
TELEPHONE (210) 344-3400
FAX (210) 344-3411
SARDAR BIGLARI, CHAIRMAN
December 11, 2006
Mr. Donald N. Smith
Chairman of the Board
Friendly Ice Cream Corp.
1855 Boston Road
Wilbraham, Massachusetts 01095
Dear Don:
We are disappointed with the actions of the Board of Directors of Friendly
Ice Cream Corp. We do not believe the board offer of one board seat encumbered
with a number of stipulations (see Exhibit A) and with the obvious objective of
diluting our influence is good business, good judgment, or good governance.
Subsequent to our acquisition of a large position in Friendly Ice Cream
Corp.'s common stock, both its bond and stock prices have risen to a level that
reflects the anticipation of change. Any offer that strips us of our rights we
must reject. The restrictions that the offer would impose on us include:
o An attempt to prevent us from engaging in transactions with
shareholders without board approval for a period of three years
after serving as directors.
o An attempt to require that for three years after serving as directors
we support and vote in favor of future proposals - without knowing
what they are - which would destroy our independence.
o An attempt to prevent us from supporting other shareholders in
opposition to any matter recommended by the board for three years
after serving as directors.
o An attempt to limit us to one board seat, which would hamper our
ability to foster intelligent discussion on the board by preventing us
from getting a second to our motions.
o An attempt to require our resignation if our ownership is reduced
below 10% would subject us to a stipulation that does not apply to any
other director.
With the proposed restrictions, we would be marginalized as board members,
and shareholders will get more of the same - strategies that have destroyed
shareholder wealth. No other director has a financial stake in the company as
significant as ours, and all have failed thus far in their capacity as stewards
of shareholders' capital.
As the largest stockholder, we are not being unreasonable to ask for a
minority position on the board, namely two board seats. It is also most
unfortunate that the current board would rather cost shareholders more money to
fight a proxy battle that we are confident of winning, than having our two
nominees on the board. I make that statement not to impress you but rather to
impress upon you that shareholders are voicing their support. Our plan is to
help the company, and the cost of this battle, in our judgment, is not as great
as the potential losses we all could endure through more board errors of
omission and commission.
Dr. Philip L. Cooley - Lion Fund director and Vice Chairman of Western
Sizzlin - and I have the experience to serve knowledgeably and judiciously. We
would be constructive contributors on the board. Shareholders are intelligent
enough to realize that a fresh and sound perspective by financially committed
board members is essential after the company's dismal performance under the
current board's watch. Friendly's is too important to its shareholders and its
community for us not to pursue our two board seats without the handicap of
unreasonable restrictions.
We are principled in our pursuit, and we will not waver in our resolve.
Sincerely,
/s/ Sardar Biglari
Sardar Biglari
Exhibit A
Friendly Ice Cream Corporation
Outline of Proposed Terms for Sardar Biglari/The Lion Fund
Board Representation
December 7, 2006
o Increase Size of Board; Biglari Board Seat. The Company will expand the
size of the Board of Directors from five to seven members, increasing the
number of Class III Directors (term expiring in 2009) from one to three
members. The Class III members will consist of Don Smith; Biglari or a
mutually agreeable designee (the `Biglari Director"); and a designee
appointed by the present members of the Board of Directors. The Biglari
Director will be appointed effective five business days after the execution
of definitive settlement agreement.
o Appointment of Biglari Director to Audit Committee. The Biglari Director
will be offered membership on the Company's Audit Committee, subject to
satisfaction of applicable qualification and independence standards.
o Additional Agreements. For so long as the Biglari Director is serving on
the Board and for a period of three years thereafter, neither Biglari nor
any of his affiliates shall: (i) solicit or participate in, or support
others in, any solicitation of proxies in opposition to any matter
recommended by the Board, (ii) engage in any transactions with the Company
or its shareholders without the Board's consent, and (iii) use or promote
the use of the assets of the Company, directly or indirectly, to purchase
the securities or assets of any other company that is not approved by a
majority of the other directors. For the same period of time, Biglari and
his affiliates will support and vote in favor of proposals recommended by
the Board and slates of nominees for directors recommended by the Board.
o Resignation. The Biglari Director will immediately resign from the Board if
at any time his beneficial ownership of the Company's common stock is
reduced below 10% of the total number of shares outstanding.
o No Disparagement. The Company will agree not to disparage Biglari and his
affiliates, and Biglari and his affiliates agree not to disparage the
Company and its management.
o Mutual Releases. Biglari and his affiliates, on the one hand, and the
Company, on the other hand, will exchange mutual general releases (other
than for the parties' respective obligations going forward).
o Definitive Agreement. This proposal is subject to the execution and
delivery of a mutually satisfactory definitive agreement containing the
terms set forth in this outline and such other provisions as the parties
may agree upon.
o No Waiver. The foregoing outline of terms shall not be deemed a waiver of
any rights or defenses that the Company may have against The Lion Fund,
Sardar Biglari, Philip Cooley or any of their affiliates, and the Company
reserves all of its rights.
Exhibit C
Transactions in the Shares
None
SK 25298 0001 729470