-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SLbZWHUWdDZy0ptNcivxfPEQEJnY5tgJx8x2XfVre3E8CH3EgjMT7SPZYB955gWe WlVHpMZNMhZG6YhepFQGqg== 0000891020-03-001713.txt : 20030723 0000891020-03-001713.hdr.sgml : 20030723 20030612145643 ACCESSION NUMBER: 0000891020-03-001713 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030612 GROUP MEMBERS: DOUGLAS FAMILY TRUST GROUP MEMBERS: JAMES DOUGLAS & JEAN DOUGLAS IRREVOCABLE DESCENDANTS' TRUST GROUP MEMBERS: JAMES E. DOUGLAS, III FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOUGLAS KEVIN CENTRAL INDEX KEY: 0001132859 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4040 CIVIC CENTER DRIVE CITY: SAN RAFAEL STATE: CA ZIP: 94903 MAIL ADDRESS: STREET 1: 4040 CIVIC CENTER DRIVE CITY: SAN RAFAEL STATE: CA ZIP: 94903 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRIENDLY ICE CREAM CORP CENTRAL INDEX KEY: 0000039135 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042053130 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-52679 FILM NUMBER: 03742102 BUSINESS ADDRESS: STREET 1: 1855 BOSTON ROAD CITY: WILBRAHAM STATE: MA ZIP: 01095 BUSINESS PHONE: 4135432400 MAIL ADDRESS: STREET 1: 1855 BOSTON ROAD CITY: WILBRAHAM STATE: MA ZIP: 01095 SC 13G 1 v90710sc13g.htm SCHEDULE 13G sc13g
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Friendly Ice Cream Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

358497105

(CUSIP Number of Class of Securities)

June 3, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     
o   Rule 13d-1(b)
     
x   Rule 13d-1(c)
     
o   Rule 13d-1(d)

(Continued on following pages)

(Page 1 of 10 Pages)

     

          *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 (“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).

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SCHEDULE 13G
(Amendment No.     )

CUSIP No. 358497105
         
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Kevin Douglas (1)
         
2 Check the Appropriate Box if a Member of a Group (See Instructions)
       
     (a)      o
     (b)      x Joint Filing (see Item 4 hereof)
       
3 SEC Use Only
         
4 Citizenship or Place of Organization
United States
         
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
         
5 Sole Voting Power -0-
6 Shared Voting Power 334,070
7 Sole Dispositive Power -0-
8 Shared Dispositive Power 506,000
         
9 Aggregate Amount Beneficially Owned by Each Reporting Person
506,000
         
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares     o
         
11 Percent of Class Represented by Amount in Row (9) 6.8% (2)
         
12 Type of Reporting Person
IN

(1)   Kevin Douglas and his wife, Michelle Douglas, hold 214,095 shares both directly and jointly.
 
(2)   Calculated based on 7,434,346 shares of Friendly Ice Cream Corporation’s Common Stock outstanding as of April 21, 2003, as reported in its quarterly report on Form 10-Q for the quarter ended March 31, 2003 and filed with the Securities and Exchange Commission on April 28, 2003.

Page 2 of 10

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SCHEDULE 13G
(Amendment No.      )

CUSIP No. 358497105
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
James E. Douglas, III
2 Check the Appropriate Box if a Member of a Group (See Instructions)
     (a)      o
     (b)      x Joint Filing (see Item 4 hereof)
3 SEC Use Only
4 Citizenship or Place of Organization
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5 Sole Voting Power 39,960
6 Shared Voting Power -0-
7 Sole Dispositive Power -0-
8 Shared Dispositive Power 39,960
9 Aggregate Amount Beneficially Owned by Each Reporting Person
506,000
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares     o
11 Percent of Class Represented by Amount in Row (9) 6.8% (1)
12 Type of Reporting Person
IN

(1)   Calculated based on 7,434,346 shares of Friendly Ice Cream Corporation’s Common Stock outstanding as of April 21, 2003, as reported in its quarterly report on Form 10-Q for the quarter ended March 31, 2003 and filed with the Securities and Exchange Commission on April 28, 2003.

Page 3 of 10

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SCHEDULE 13G
(Amendment No.      )

CUSIP No. 358497105
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Douglas Family Trust (1)
2 Check the Appropriate Box if a Member of a Group (See Instructions)
     (a)      o
     (b)      x Joint Filing (see Item 4 hereof)
3 SEC Use Only
4 Citizenship or Place of Organization
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5 Sole Voting Power 131,970
6 Shared Voting Power -0-
7 Sole Dispositive Power -0-
8 Shared Dispositive Power 131,970
9 Aggregate Amount Beneficially Owned by Each Reporting Person
506,000
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares     o
11 Percent of Class Represented by Amount in Row (9) 6.8% (2)
12 Type of Reporting Person
OO

(1)   James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee.
 
(2)   Calculated based on 7,434,346 shares of Friendly Ice Cream Corporation’s Common Stock outstanding as of April 21, 2003, as reported in its quarterly report on Form 10-Q for the quarter ended March 31, 2003 and filed with the Securities and Exchange Commission on April 28, 2003.

Page 4 of 10

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SCHEDULE 13G
(Amendment No.     )

CUSIP No. 358497105
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
James Douglas and Jean Douglas Irrevocable Descendants’ Trust (1)
2 Check the Appropriate Box if a Member of a Group (See Instructions)
     (a)      o
     (b)      x Joint Filing (see Item 4 hereof)
3 SEC Use Only
4 Citizenship or Place of Organization
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5 Sole Voting Power 119,975
6 Shared Voting Power -0-
7 Sole Dispositive Power 119,975
8 Shared Dispositive Power -0-
9 Aggregate Amount Beneficially Owned by Each Reporting Person
506,000
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares     o
11 Percent of Class Represented by Amount in Row (9) 6.8% (2)
12 Type of Reporting Person
OO

(1)   Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee.
 
(2)   Calculated based on 7,434,346 shares of Friendly Ice Cream Corporation’s Common Stock outstanding as of April 21, 2003, as reported in its quarterly report on Form 10-Q for the quarter ended March 31, 2003 and filed with the Securities and Exchange Commission on April 28, 2003.

Page 5 of 10

Item 1.
Item 2.
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
Item 4. Ownership
Item 5. Ownership of Five Percent or Less of a Class
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding                      Company
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certification
SIGNATURE
EXHIBIT 24

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Item 1.

  (a)   Name of Issuer:
Friendly Ice Cream Corporation
 
  (b)   Address of Issuer’s Principal Executive Offices:
1855 Boston Road
Wilbraham, Massachusetts 01095

Item 2.

  (1) (a)  NAME OF PERSONS FILING:
Kevin Douglas
James E. Douglas, III
 
  (b)   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
1101 Fifth Avenue, Suite 360
San Rafael, California 94901
 
  (c)   CITIZENSHIP:
United States
 
  (d)   TITLE OF CLASS OF SECURITIES:
Common Stock
 
  (e)   CUSIP NUMBER:
358497105
 
  (2) (a)  NAME OF PERSONS FILING:
Douglas Family Trust
James Douglas and Jean Douglas Irrevocable Descendants’ Trust
 
  (b)   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
1101 Fifth Avenue, Suite 360
San Rafael, California 94901
 
  (c)   CITIZENSHIP:
California
 
  (d)   TITLE OF CLASS OF SECURITIES:
Common Stock
 
  (e)   CUSIP NUMBER:
358497105

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

         
(a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
         
(b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

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(c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
         
(d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
         
(e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
         
(f)   o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
         
(g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
         
(h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
         
(i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
         
(j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J)

     Not Applicable.

Page 7 of 10

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Item 4.         Ownership

     Reference is made to Rows 5-9 and 11 of each of the cover pages of this Schedule 13G, which Rows are incorporated by reference herein. According to Friendly Ice Cream Corporation’s quarterly report on Form 10-Q for the quarter ended March 31, 2003, as filed with the Securities and Exchange Commission on April 28, 2003, there were 7,434,346 shares of its Common Stock outstanding as of April 21, 2003. As of the date of filing of this Schedule 13G, the following Reporting Persons hold directly the following number of shares of Friendly Ice Cream Corporation’s Common Stock:

         
    COMMON STOCK
REPORTING PERSON   DIRECTLY HELD
Kevin Douglas (1)
     214,095  
James E. Douglas, III
     39,960  
Douglas Family Trust
     131,970  
James Douglas and Jean Douglas Irrevocable Descendants’ Trust
     119,975  
 
    
 
Total
     506,000  

(1)   As referenced above, Kevin Douglas and his wife, Michelle Douglas, hold 214,095 shares both directly and jointly.

     Each of the Reporting Persons may be deemed a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Rule 13d-5 promulgated under the Exchange Act with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a “group,” the filing of this Schedule 13G shall not be construed as an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person.

Item 5.         Ownership of Five Percent or Less of a Class

     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o

Item 6.        Ownership of More Than Five Percent on Behalf of Another Person

     Not applicable.

Item 7.         Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

     Not applicable.

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Item 8.          Identification and Classification of Members of the Group

     Not applicable.

Item 9.        Notice of Dissolution of Group

     Not applicable.

Item 10.         Certification

     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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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.

       
Date: June 11, 2003   /s/ Kevin Douglas
Kevin Douglas
       
Date: June 11, 2003   /s/ Kevin Douglas, Attorney-in-Fact
James E. Douglas, III
       
    DOUGLAS FAMILY TRUST
       
Date: June 11, 2003   By:

Title:		 /s/ Kevin Douglas, Attorney-in-Fact
 James E. Douglas, Jr.
 Trustee
       
Date: June 11, 2003   By:

Title:		 /s/ Kevin Douglas, Attorney-in-Fact
 Jean A. Douglas
 Trustee
       
    JAMES DOUGLAS AND JEAN DOUGLAS
IRREVOCABLE DESCENDANTS’ TRUST
       
Date: June 11, 2003   By:

Title:		 /s/ Kevin Douglas
 Kevin Douglas
 Trustee
       
Date: June 11, 2003   By:

Title:		 /s/ Kevin Douglas, Attorney-in-Fact
 Michelle Douglas
 Trustee

Page 10 of 10

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EXHIBIT A

JOINT FILING AGREEMENT

     This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Schedule 13G to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of shares of Friendly Ice Cream Corporation’s Common Stock, $0.01 par value per share, is being filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

       
Date: June 11, 2003   /s/ Kevin Douglas
Kevin Douglas
       
Date: June 11, 2003   /s/ Kevin Douglas, Attorney-in-Fact
James E. Douglas, III
       
    DOUGLAS FAMILY TRUST
       
Date: June 11, 2003   By:

Title:		 /s/ Kevin Douglas, Attorney-in-Fact
 James E. Douglas, Jr.
 Trustee
       
Date: June 11, 2003   By:

Title:		 /s/ Kevin Douglas, Attorney-in-Fact
 Jean A. Douglas
 Trustee
       
    JAMES DOUGLAS AND JEAN DOUGLAS
IRREVOCABLE DESCENDANTS’ TRUST
       
Date: June 11, 2003   By:

Title:		 /s/ Kevin Douglas
 Kevin Douglas
 Trustee
       
Date: June 11, 2003   By:

Title:		 /s/ Kevin Douglas, Attorney-in-Fact
 Michelle Douglas
 Trustee

A-1 EX-24 3 v90710exv24.txt EXHIBIT 24 Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 13(d) REPORTING OBLIGATIONS The undersigned hereby make, constitute and appoint each of Tim McGaw, Eileen Davis and Kevin Douglas, acting either individually or together, as the undersigneds' true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including any amendments thereto) with respect to the securities of Friendly Ice Cream Corporation, a Massachusetts corporation (the "COMPANY"), with the U. S. Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (including, without limitation, Regulation 13D-G), as may be amended from time to time (the "EXCHANGE ACT"); (2) seek or obtain, as the undersigneds' representative and on the undersigneds' behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, in connection with the foregoing, and the undersigned hereby authorize any such person to release any such information to any of the attorneys-in-fact and approve and ratify any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledge that: (1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) none of such attorneys-in-fact assumes (i) any liability for the undersigneds' responsibility to comply with the requirements of the Exchange Act, or (ii) any liability of the undersigned for any failure to comply with such requirements; and (4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigneds' obligations under the Exchange Act, including without limitation the reporting requirements under Section 13(d) of the Exchange Act and Regulation 13D-G promulgated thereunder. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, appropriate or desirable to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Limited Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Schedules 13D or 13G with respect to the undersigneds' holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact. The undersigned have caused this Limited Power of Attorney to be executed as of this 5th day of June, 2003. /s/ James E. Douglas, III ----------------------------------------------------- James E. Douglas, III /s/ Kevin Douglas ----------------------------------------------------- Kevin Douglas JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS' TRUST /s/ Michelle Douglas ----------------------------------------------------- Michelle Douglas, as co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust /s/ Kevin Douglas ----------------------------------------------------- Kevin Douglas, as co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust DOUGLAS FAMILY TRUST /s/ James E. Douglas, Jr. ----------------------------------------------------- James E. Douglas, Jr., as co-trustee of the Douglas Family Trust /s/ Jean D. Douglas ----------------------------------------------------- Jean A. Douglas, as co-trustee of the Douglas Family Trust -2- -----END PRIVACY-ENHANCED MESSAGE-----