-----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, LXt6uVFoCXpdJE6Ta6u7uy8dQYYOLrrHrBNKlZkOHnmo9pl/Y5CXtchJ5V3tYHuu /FQPvzAO6EQjz6jIbO6/yQ== 0001047469-97-004613.txt : 19971117 0001047469-97-004613.hdr.sgml : 19971117 ACCESSION NUMBER: 0001047469-97-004613 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-34635 FILED AS OF DATE: 19971113 EFFECTIVENESS DATE: 19971113 SROS: NASD 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: S-1MEF SEC ACT: SEC FILE NUMBER: 333-40201 FILM NUMBER: 97718042 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRIENDLYS RESTAURANTS FRANCHISE INC CENTRAL INDEX KEY: 0001044278 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510296446 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-40201-01 FILM NUMBER: 97718043 BUSINESS ADDRESS: STREET 1: 1855 BOSTON RD CITY: WILBRAHAM STATE: MA ZIP: 01095 BUSINESS PHONE: 4135432400 MAIL ADDRESS: STREET 1: 1855 BOSTON RD CITY: WILBRAHAM STATE: MA ZIP: 01095 S-1MEF 1 S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1997 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ FRIENDLY ICE CREAM FRIENDLY'S RESTAURANTS CORPORATION FRANCHISE, INC. (Exact name of registrant issuer as specified in its (Exact name of registrant guarantor as specified in its charter) charter) MASSACHUSETTS DELAWARE (State of Incorporation) (State of Incorporation) 04-2053130 51-0296446 (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) 5812 5812 (Primary Standard Industrial (Primary Standard Industrial Classification Code Number) Classification Code Number) 1855 BOSTON ROAD 1855 BOSTON ROAD WILBRAHAM, MASSACHUSETTS 01095 WILBRAHAM, MASSACHUSETTS 01095 (413) 543-2400 (415) 543-2400 (Address, including zip code, and (Address, including zip code, telephone number, including area code, and telephone number, including of registrant's principal executive offices) area code, of agent for service)
AARON B. PARKER FRIENDLY ICE CREAM CORPORATION 1855 BOSTON ROAD WILBRAHAM, MASSACHUSETTS 01095 (413) 543-2400 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------- COPIES TO: MICHAEL A. CAMPBELL JOHN B. TEHAN Mayer, Brown & Platt Simpson Thacher & Bartlett 190 South LaSalle Street 425 Lexington Avenue Chicago, Illinois 60603-3441 New York, NY 10017 (312) 782-0600 (212) 455-2000
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. -------------------------- If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462 (b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-34635 If this Form is a post-effective amendment filed pursuant to Rule 462 (c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / -------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE PER MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED BE REGISTERED SENIOR NOTE OFFERING PRICE(1) REGISTRATION FEE 10.5% Senior Notes due 2007....................... $25,000,000 100% $25,000,000 $7,576 (2) Guarantee of 10.5% Senior Notes due 2007 by Friendly's Restaurants Franchise, Inc........... (3)
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. (2) Fee previously paid for the registration of the Senior Notes on Registration Statement 333-34635, initially filed with the Commission on August 29, 1997. (3) Pursuant to Rule 457(n), no separate filing fee is required for the guarantee. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (Commission File No. 333-34635) filed by Friendly Ice Cream Corporation and Friendly's Restaurants Franchise, Inc. (together, the "Registrants") with the Securities and Exchange Commission (the "Commission") on August 29, 1997, as amended by Amendment No. 1 to the Registration Statement filed by the Registrants with the Commission on October 6, 1997, as further amended by Amendment No. 2 to the Registration Statement filed by the Registrants with the Commission on October 20, 1997 and as further amended by Amendment No. 3 to the Registration Statement filed by the Registrants with the Commission on November 6, 1997, which was declared effective by the Commission on November 13, 1997, are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement, or amendment thereto, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilbraham, State of Massachusetts, on the 13th day of November, 1997. FRIENDLY ICE CREAM CORPORATION By: /s/ GEORGE G. ROLLER ----------------------------------------- Name: George G. Roller Title: Vice President, Finance, Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement, or amendment thereto, has been signed by the following persons in the capacities and on the date indicated. SIGNATURES TITLE (CAPACITY) DATE - ------------------------------ -------------------------- ------------------- Chairman of the Board, * Chief Executive Officer - ------------------------------ and President (Principal November 13, 1997 Donald N. Smith Executive Officer and Director) Vice President, Finance, /s/ GEORGE G. ROLLER Chief Financial Officer - ------------------------------ and Treasurer November 13, 1997 George G. Roller (Principal Financial and Accounting Officer) * - ------------------------------ Director November 13, 1997 Charles A. Ledsinger, Jr. * - ------------------------------ Director November 13, 1997 Steven L. Ezzes - ------------------------------ Director Barry Krantz - ------------------------------ Director Gregory L. Segall * /s/ GEORGE G. ROLLER - ------------------------------ George G. Roller Attorney-in-fact II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement, or amendment thereto, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilbraham, State of Massachusetts, on the 13th day of November, 1997. FRIENDLY'S RESTAURANTS FRANCHISE, INC. By: /s/ GEORGE G. ROLLER ----------------------------------------- Name: George G. Roller Title: Vice President, Finance Pursuant to the requirements of the Securities Act of 1933, this Registration Statement, or amendment thereto, has been signed by the following persons in the capacities and on the date indicated. SIGNATURES TITLE (CAPACITY) DATE - ------------------------------ --------------------------- ------------------- Chairman of the Board and * Chief Executive Officer - ------------------------------ (Principal Executive November 13, 1997 Donald N. Smith Officer and Director) Vice President, Chief /s/ GEORGE G. ROLLER Financial Officer and - ------------------------------ Treasurer (Principal November 13, 1997 George G. Roller Financial and Accounting Officer) * - ------------------------------ Director November 13, 1997 Joseph A. O'Shaughnessy * /s/ GEORGE G. ROLLER - ------------------------------ George G. Roller Attorney-in-fact II-2 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ----------------- ------------------------------------------------------------------------------------------------- 5.1 Opinion and Consent of Mayer, Brown & Platt, counsel for the Company regarding the validity of the offered securities. 23.1 Consent of Mayer, Brown & Platt (included in Exhibit 5.1) 23.2 Consent of Arthur Anderson LLP 24.1 Power of Attorney (Incorporated by reference to Exhibit 24.1 to the Registrant's Registration Statement on Form S-1, No. 333-34635.)
EX-5.1 2 OPINION OF MAYER BROWN & PLATT EXHIBIT 5.1 [MAYER, BROWN & PLATT LETTERHEAD] November 13, 1997 Friendly Ice Cream Corporation 1855 Boston Road Wilbraham, Massachusetts 01095 Ladies and Gentlemen: We have acted as counsel to Friendly Ice Cream Corporation, a Massachusetts corporation (the "Corporation") and Friendly's Restaurant Franchise, Inc., a Delaware corporation (the "Subsidiary"), in connection with the corporate proceedings (the "Proceedings") taken and to be taken relating to the public offering of $25,000,000 of the Company's Senior Notes due 2007 (the "Notes"), as unconditionally guaranteed by the Subsidiary (such guarantee being the "Guarantees"). The Notes and the Guarantees are to be issued pursuant to an Indenture between the Company, the Subsidiary and The Bank of New York, as Trustee (the "Indenture"). In this connection, we have examined such corporate and other records, instruments, certificates and documents as we considered necessary to enable us to express this opinion. Based on the foregoing, it is our opinion that, upon completion of the Proceedings, the Notes and the Guarantees will have been duly authorized for issuance and, when the Indenture has been duly executed and delivered by the parties thereto and when the Notes and the Guarantees are duly executed, authenticated, issued and delivered, the Notes and the Guarantees will constitute valid and legally binding obligations of the Company and the Subsidiary, respectively, entitled to the benefits of the Indenture, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (whether considered in a proceeding at law or in equity). We consent to the filing of this opinion as an exhibit to the registration statement relating to the Notes and the Guarantees and to the reference to us under the caption "Legal Matters" therein. Very truly yours, /s/ Mayer Brown & Platt MAYER, BROWN & PLATT MAC:dpz EX-23.2 3 CONSENT OF ARTHUR ANDERSEN EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 14, 1997 (except with respect to the matter discussed in Note 16 of Notes to Consolidated Financial Statements, as to which the date is July 14, 1997) included in Friendly Ice Cream Corporation's Form S-1 Registration Statement File No. 333-34635. ARTHUR ANDERSEN LLP Hartford, Connecticut November 13, 1997 -----END PRIVACY-ENHANCED MESSAGE-----