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): JULY 3, 2007
FRIENDLY ICE CREAM CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 001-13579 04-2053130
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1855 BOSTON ROAD, WILBRAHAM, MA 01095
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (413) 731-4000
NOT APPLICABLE
(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:
[_] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information set forth in Item 3.03 is incorporated by reference into this
Item 1.01.
ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS.
In connection with the proposed merger of Friendly Ice Cream Corporation (the
"Company") with and into Freeze Operations, Inc. ("Merger Sub"), a wholly owned
subsidiary of Freeze Operations Holding Corp. ("Parent"), previously announced
by the Company, the Company and The Bank of New York entered into an amendment,
dated as of July 3, 2007 ("Amendment No. 2"), to the Rights Agreement, dated as
of November 19, 1997, by and between the Company and The Bank of New York, as
amended by Amendment No. 1 thereto (the "Rights Agreement"). Pursuant to
Amendment No. 2, the definition of an Exempted Transaction in the Rights
Agreement was amended to provide that Parent, Merger Sub and their respective
affiliates and associates (the "Parent Group") would not become an Acquiring
Person as a result of, among other things, an acquisition by Parent Group of any
shares of Company common stock subject to the Stockholders Agreement, dated as
of June 17, 2007, by and among Parent, The Lion Fund L.P., Biglari Capital
Corp., Sardar Biglari, Western Sizzlin Corp. and Philip L. Cooley, provided the
sale of such shares is permitted under such Stockholders Agreement.
The foregoing description of Amendment No. 2 does not purport to be complete,
and is qualified in its entirety by reference to such amendment, a copy of which
is filed as Exhibit 4.1 hereto, and is incorporated herein by reference.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
----------- -----------
Exhibit 4.1 Amendment No. 2, dated as of July 3, 2007, to the
Rights Agreement, dated as of November 19, 1997, by
and between Friendly Ice Cream Corporation and The
Bank of New York, as amended by Amendment No. 1 to
the Rights Agreement, dated as of June 17, 2007.
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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 hereunto duly authorized.
Date: July 5, 2007
FRIENDLY ICE CREAM CORPORATION
By: /s/ Gregory A. Pastore
----------------------------------------
Gregory A. Pastore
Vice President, General Counsel & Clerk
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 4.1 Amendment No. 2, dated as of July 3, 2007, to the
Rights Agreement, dated as of November 19, 1997, by
and between Friendly Ice Cream Corporation and The
Bank of New York, as amended by Amendment No. 1 to
the Rights Agreement, dated as of June 17, 2007.
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