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)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. )
FRIENDLY ICE CREAM CORPORATION
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(Name of Issuer)
Common Stock, Par Value $0.01
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(Title of Class of Securities)
358497 10 5
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(CUSIP Number)
Donald N. Smith
c/o Friendly Ice Cream Corporation
1855 Boston Road
Wilbraham, MA 01095
(413) 731-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 16, 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 which is the subject to 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.
*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 purposes 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. 358497105
SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS/
IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Donald N. Smith
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
Not Applicable (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Item 3)
PF, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,007,278
BENEFICIALLY ---------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,007,278
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,007,278
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
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14 TYPE OF REPORTING PERSON
IN
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EXPLANATORY NOTE
The Reporting Person (as defined in Item 2 below) previously reported its
acquisitions of securities of Friendly Ice Cream Corporation (the "Issuer") on
Schedule 13G (including amendments thereto) pursuant to the provisions of Rule
13d-1(d).
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to shares of common stock, par value
$0.01 per share (the "Common Stock") of Friendly Ice Cream Corporation, a
Massachusetts corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 1855 Boston Road, Wilbraham, Massachusetts 01095.
Item 2. Identity and Background.
(a) This Schedule 13D is filed by Donald N. Smith (the "Reporting Person").
(b) The business address of the Reporting Person is c/o Friendly Ice Cream
Corporation, 1855 Boston Road, Wilbraham, Massachusetts 01095.
(c) The Reporting Person is the Chairman of the Board of the Issuer and is
also presently overseeing the operations of Friendly Ice Cream Corporation.
Friendly Ice Cream Corporation is a full service, casual restaurant dining
company and provider of premium ice cream products. The principal business
address of Friendly Ice Cream Corporation is 1855 Boston Road, Wilbraham,
Massachusetts 01095.
(d) During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in such person 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) The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
As of November 21, 2006, the Reporting Person is the beneficial owner of
1,007,278 shares of Common Stock of the Issuer. These shares resulted from the
following transactions: In 1997, prior to the Issuer's initial public offering,
the Reporting Person beneficially owned 759,679 shares of the Issuer's Common
Stock. In connection with the Issuer's initial public offering completed in
November 1997, the Reporting Person was awarded an additional 99,951 shares of
the Issuer's Common Stock. Since 1997, the Reporting Person has used an
aggregate of $3,109,348 of his personal funds to purchase an aggregate of
363,471 additional shares of Common Stock of the Issuer. His current beneficial
ownership also consists of 2,000 shares issuable pursuant to currently
exercisable stock options and 12,000 shares issuable upon the vesting of
outstanding restricted stock units ("RSU") granted under the Issuer's equity
incentive plans. Each RSU entitles the Reporting Person to receive one share of
Common Stock when the restrictions on the RSUs lapse or vest.
During the period November 1997 through November 1999, the Reporting Person
divested through the sale, gift, or return to the Issuer, an aggregate of
229,823 shares of Common Stock of the Issuer.
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Item 4. Purpose of Transaction.
The shares of Common Stock were acquired for investment purposes. The Reporting
Person intends to periodically review his investment in the Issuer and, based on
a number of factors, including the Reporting Person's evaluation of the Issuer's
business prospects and financial condition, the market for the Issuer's shares,
general economic and stock market conditions and other investment opportunities,
the Reporting Person may acquire additional securities of the Issuer or dispose
of the shares of Common Stock reported herein through open market or privately
negotiated transactions. The Reporting Person, in his capacity as a director of
the Issuer, reserves the right to take any action, including those enumerated
below, which is deemed to be in the best interest of the Issuer and which action
is approved by the Board of Directors of the Issuer.
Except as set forth above, the Reporting Person has no plans or proposals which
relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on November 21, 2006, pursuant to Rule
13d-3(d), the Reporting Person was the beneficial owner of 1,007,278
shares of Common Stock, representing 12.6% of the Issuer's issued and
outstanding shares as of November 21, 2006. 2,000 of these shares are
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issuable pursuant to currently exercisable stock options issued to the
Reporting Person and 12,000 of these shares are issuable upon the
vesting of outstanding RSUs held by the Reporting Person. Each RSU
entitles the Reporting Person to receive one share of Common Stock when
the restrictions on the RSUs lapse or vest.
(b) The Reporting Person has the sole power to vote or direct the vote and
sole power to dispose or direct the disposition of the 1,007,278 shares
of Common Stock.
(c) The following transactions in the shares of Common Stock were effected
by the Reporting Person during the past sixty days:
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Date of Transaction Amount of Securities Price Per Share Transaction Effected
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November 1, 2006 6,000 -- Grant of RSUs from
Issuer
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November 15, 2006 2,900 $10.3799 Purchase on American
Stock Exchange
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November 15, 2006 100 $10.3800 Purchase on American
Stock Exchange
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November 15, 2006 1,200 $10.4000 Purchase on American
Stock Exchange
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November 16, 2006 500 $10.3300 Purchase on American
Stock Exchange
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November 16, 2006 3,000 $10.3899 Purchase on American
Stock Exchange
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November 16, 2006 12,100 $10.3900 Purchase on American
Stock Exchange
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November 16, 2006 36,000 $10.4000 Purchase on American
Stock Exchange
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November 17, 2006 600 $10.3900 Purchase on American
Stock Exchange
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November 17, 2006 81,900 $10.4000 Purchase on American
Stock Exchange
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November 21, 2006 7,800 $11.0000 Purchase on American
Stock Exchange
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(d) Not applicable.
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Reporting Person does not presently have any contracts, arrangements,
understandings or relationships with any other person with respect to any
securities of the Issuer, including but not limited to the transfer or voting of
any shares of Common Stock, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
Dated: November 29, 2006
/s/ DONALD N. SMITH
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Donald N. Smith
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