-----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, MHs6ulaBoE5LwWjn+zchDtggDJjHnkvqdGNz5RpifoCVWsXBXtWQVuvq+AsVsVjB MCaoNLMsEw00QgumXcu5Wg== 0000909518-07-000794.txt : 20070830 0000909518-07-000794.hdr.sgml : 20070830 20070830143744 ACCESSION NUMBER: 0000909518-07-000794 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070829 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070830 DATE AS OF CHANGE: 20070830 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13579 FILM NUMBER: 071090849 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 8-K 1 mm08-3007_8k.txt 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): AUGUST 29, 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)) INTRODUCTORY NOTE On August 30, 2007, Friendly Ice Cream Corporation (the "Company") completed its merger with Freeze Operations, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the "Merger"). ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. In connection with the closing of the Merger, the Company notified the American Stock Exchange ("AMEX") on August 30, 2007 that each outstanding share of the Company's common stock, par value $0.01 per share, was cancelled and converted into the right to receive $15.50 in cash, without interest and less applicable withholding taxes, and requested that AMEX file with the Securities and Exchange Commission an application on Form 25 to report that the shares of common stock of the Company are no longer listed on AMEX. In connection with the completion of the Merger, trading of the Company's common stock on AMEX was suspended as of the close of trading on August 30, 2007. ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. In connection with the Merger, each publicly held outstanding share of the Company's common stock, par value $0.01 per share, was cancelled and converted into the right to receive $15.50 in cash, without interest and less applicable withholding taxes. ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT. On August 30, 2007, pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Freeze Operations Holding Corp. ("Parent") and Merger Sub, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation in the Merger. As a result of the Merger, all publicly-held shares of common stock of the Company were canceled and converted into the right to receive $15.50 in cash per share, without interest and less any applicable withholding taxes, and holders of the Company's common stock, stock options, and restricted shares became entitled to receive Merger consideration in an aggregate amount of approximately $130.5 million in cash from Parent. As a result of the Merger, the Company became a privately-held, wholly-owned subsidiary of Parent, an affiliate of Sun Capital Partners. Parent is financing the purchase price for the canceled shares of Company common stock through committed financing provided by Sun Capital Partners IV, LP, an investment fund affiliated with Parent. On August 29, 2007, the Company issued a press release announcing that the shareholders of the Company approved the Merger. A copy of this press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. On August 30, 2007, the Company and Sun Capital Partners issued a joint press release announcing the completion of the Merger. A copy of this press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference. 2 ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. In connection with the Merger, each of Donald L. Smith, Steven L. Ezzes, George M. Condos, Perry D. Odak, Michael J. Daly and Burton J. Manning voluntarily resigned from the board of directors of the Company on August 30, 2007. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit No. Description ----------- ----------- Exhibit 99.1 Press release dated as of August 29, 2007, issued by Friendly Ice Cream Corporation Exhibit 99.2 Joint press release dated as of August 30, 2007, issued by Friendly Ice Cream Corporation and Sun Capital Partners, Inc. 3 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: August 30, 2007 FRIENDLY ICE CREAM CORPORATION By: /s/ George M. Condos ------------------------------------- George M. Condos President and Chief Executive Officer 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- Exhibit 99.1 Press release dated as of August 29, 2007, issued by Friendly Ice Cream Corporation Exhibit 99.2 Joint press release dated as of August 30, 2007, issued by Friendly Ice Cream Corporation and Sun Capital Partners, Inc. 5 EX-99 2 mm08-3007_8ke991.txt EXHIBIT 99.1 ------------ August 29, 2007 FOR IMMEDIATE RELEASE Contact: Deborah Burns, Senior Director, Investor Relations, 413-731-4124 FRIENDLY ICE CREAM CORPORATION ANNOUNCES STOCKHOLDER APPROVAL OF MERGER WILBRAHAM, Mass. - (August 29, 2007) - Friendly Ice Cream Corporation (AMEX: FRN) today announced that the stockholders of Friendly's approved the merger of Friendly's with Freeze Operations, Inc., an affiliate of Sun Capital Partners, Inc. Based on preliminary results, of the 6,741,438 shares voted, approximately 98.5% were voted in favor of the merger. Under the terms of the merger agreement, Friendly's stockholders will receive $15.50 in cash, without interest and less any applicable withholdings, for each share of Friendly's common stock issued and outstanding at the effective time of the merger (other than shares held in Friendly's treasury and shares held by any of Friendly's wholly-owned subsidiaries). Closing of the transaction is expected to occur on August 30, 2007. * * * * * ABOUT SUN CAPITAL Sun Capital Partners, Inc. is a leading private investment firm focused on leveraged buyouts, equity, debt, and other investments in market-leading companies that can benefit from its in-house operating professionals and experience. Sun Capital affiliates have invested in and managed more than 165 companies worldwide with combined sales in excess of $35.0 billion since Sun Capital's inception in 1995. Sun Capital has offices in Boca Raton, Los Angeles, and New York, as well as affiliates with offices in London, Tokyo, and Shenzhen. For more information, please visit www:SunCapPart.com. ABOUT FRIENDLY'S Friendly Ice Cream Corporation is a vertically integrated restaurant company serving signature sandwiches, entrees and ice cream desserts in a friendly, family environment in 515 company and franchised restaurants throughout the Northeast. The Company also manufactures ice cream, which is distributed through more than 4,000 supermarkets and other retail locations. With a 72-year operating history, Friendly's enjoys strong brand recognition and 1 is currently remodeling its restaurants and introducing new products to grow its customer base. Additional information on Friendly Ice Cream Corporation can be found on the Company's website (www.friendlys.com). FORWARD LOOKING STATEMENTS Statements contained in this release that are not historical facts constitute "forward looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements include statements relating to the trends in company-operated restaurant sales, the anticipated impact, benefits and results from the Company's key initiatives and trends relating to menu prices. All forward looking statements are subject to risks and uncertainties which could cause results to differ materially from those anticipated. These factors include the Company's highly competitive business environment, exposure to fluctuating commodity prices, risks associated with the foodservice industry, the ability to retain and attract new employees, new or changing government regulations, the Company's high geographic concentration in the Northeast and its attendant weather patterns, conditions needed to meet restaurant re-imaging and new opening targets, the Company's ability to continue to develop and implement its franchising program, the Company's ability to service its debt and other obligations, the Company's ability to meet ongoing financial covenants contained in the Company's debt instruments, loan agreements, leases and other long-term commitments, unforeseen costs and expenses associated with litigation and other similar matters, and costs associated with improved service and other similar initiatives, and risks relating to the proposed merger of the Company with an affiliate of Sun Capital Partners. Other factors that may cause actual results to differ from the forward looking statements contained herein and that may affect the Company's prospects in general are included in the Company's other filings with the Securities and Exchange Commission. As a result the Company can provide no assurance that its future results will not be materially different from those projected. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such forward looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. EX-99 3 mm08-3007_8ke992.txt EXHIBIT 99.2 ------------ Sun Capital Partner ------------------- [Friendly's Logo] AN AFFILIATE OF SUN CAPITAL PARTNERS, INC. COMPLETES THE ACQUISITION OF FRIENDLY ICE CREAM CORPORATION, A FULL SERVICE, CASUAL FAMILY DINING RESTAURANT FOR IMMEDIATE RELEASE BOCA RATON, FLA AND WILBRAHAM, MA (August 30, 2007) - Sun Capital Partners, Inc. ("Sun Capital"), a leading private investment firm specializing in leveraged buyouts and investments in market-leading companies, and Friendly Ice Cream Corporation ("Friendly's") (AMEX: FRN) today announced that one of Sun Capital's affiliates has completed the acquisition of Friendly's. Under the terms of the merger agreement, Friendly's stockholders will receive $15.50 in cash, without interest and less any applicable withholdings, for each share of Friendly's common stock issued and outstanding at the effective time of the merger (other than shares held in Friendly's treasury and shares held by any of Friendly's wholly-owned subsidiaries). Gary M. Talarico, Managing Director, Sun Capital Partners, Inc., said, "With a 72-year operating history, Friendly's enjoys strong brand equity within its existing markets and, with its excellent ice cream menu, a unique position in the family dining sector. We look forward to working with the management team to strengthen the Company's performance through operating efficiencies, enhanced customer service, improved menu offerings, and store remodeling and openings within and potentially beyond its historical markets." George Condos, President and CEO of Friendly Ice Cream Corporation, added, "We are very pleased to have an opportunity to partner with a financial sponsor with extensive operating experience in the restaurant industry and look forward to the challenge of strengthening our product offering bringing higher levels of service and quality food to our customers, all at a reasonable price." Sun Capital and Friendly's also announced the completion of Friendly's cash tender offer for any and all of its outstanding $175,000,000, 8 3/8% senior notes due 2012 (the "Notes"). As of 12:00 midnight, New York City time, on August 29, 2007 (the "Expiration Time"), $167,196,000 of the Notes had been tendered pursuant to the tender offer. Friendly's has accepted all and made payment upon all tendered Notes. An aggregate of $7,804,000 of the Notes remain outstanding. Goldman Sachs & Co. acted as the financial advisor to Friendly's in connection to the merger and Weil, Gotshal & Manges LLP provided legal advice. Morgan Lewis served as the legal counsel to the purchaser. ABOUT FRIENDLY ICE CREAM CORPORATION Friendly Ice Cream Corporation ("Friendly's") is a vertically-integrated restaurant company serving signature sandwiches, entrees, and ice cream desserts in a friendly family environment in 515 company and franchised stores throughout the Northeast and several southeastern states. Friendly's also makes ice cream, which is distributed through more than 4,000 supermarkets and other retail locations. To find a Friendly Ice Cream restaurant near you, please visit www.Friendlys.com. ABOUT SUN CAPITAL PARTNERS, INC. Sun Capital Partners, Inc. is a leading private investment firm focused on leveraged buyouts, equity, debt, and other investments in market-leading companies that can benefit from its in-house operating professionals and experience. Sun Capital affiliates have invested in and managed more than 165 companies worldwide with combined sales in excess of $35.0 billion since Sun Capital's inception in 1995. Sun Capital has offices in Boca Raton, Los Angeles, and New York, as well as affiliates with offices in London, Tokyo, and Shenzhen. For more information, please visit www:SunCapPart.com. FOR MORE INFORMATION, PLEASE CONTACT: Gary M. Talarico Managing Director Sun Capital Partners, Inc. (212) 588-9156 www.SunCapPart.com -----END PRIVACY-ENHANCED MESSAGE-----