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. 9)
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)
November 17, 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.
The total cost for the Shares that the Reporting Persons may be deemed to
beneficially own is $10,300,890.
The funds for the purchase of the Shares beneficially owned by the
Reporting Persons came from the working capital of the Lion Fund and WSC. In
addition, WSC established a line of credit from Branch Banking and Trust Company
of Virginia in the amount of $700,000 and used $695,000 of the line of credit to
pay off portions of margin loans that were used to purchase shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes (including certain leverage
arrangements) in the ordinary course of business.
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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
Dr. Cooley and Mr. Biglari 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 insufficient information in response to the November 8
letter.
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.
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.
(a-e) As of the date hereof, each of the Reporting Persons may be deemed to
be the beneficial owner of 1,182,388 Shares or 14.92% of the Shares of the
Issuer, based upon the 7,926,058 Shares outstanding as of October 31, 2006,
according to the Issuer's most recent Form 10-Q.
Each of the Reporting Persons has the sole power to vote or direct the vote
of 0 Shares and the shared power to vote or direct the vote of 1,182,388 Shares.
Each of the Reporting Persons has the sole power to dispose or direct the
disposition of 0 Shares and the shared power to dispose or direct the
disposition of 1,182,388 Shares.
The trading date, number of Shares purchased and the price per share for
all transactions in the Shares in the last 60 days are set forth in Exhibit B
and were effected in open market transactions.
The Reporting Persons specifically disclaim beneficial ownership in the
Shares reported herein except to the extent of their pecuniary interest therein.
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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. A description of the transactions by the Lion Fund in the last 60 days
is filed herewith as Exhibit B.
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.
November 22, 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
November 22, 2006, relating to the Common Stock par value $0.01 of Friendly Ice
Cream Corporation shall be filed on behalf of the undersigned.
November 22, 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 D
Transactions in the Shares -- Lion Fund, BCC and Sardar Biglari
Date of Number of Shares Price Per
Transaction Purchase Share
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11/17/06 103,000 $10.88
11/20/06 2,000 $11.42
Transactions in the Shares - WSC
Date of Number of Shares Price Per
Transaction Purchase Share
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11/17/06 63,200 $10.88
11/20/06 5,500 $11.42
SK 25298 0001 723727