-----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, GraqffZ580UI76rB8dC73WERSltYTuQ0u5wjYWTbmBpqm2QtyAgWCrP0E05qEg+o doRPTY+g2y//Va/F2FX+/w== 0001157523-06-012322.txt : 20061220 0001157523-06-012322.hdr.sgml : 20061220 20061220170109 ACCESSION NUMBER: 0001157523-06-012322 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061220 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061220 DATE AS OF CHANGE: 20061220 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: 061290555 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 a5298737.txt FRIENDLY ICE CREAM CORP. 8-K 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) December 20, 2006 ------------------------- FRIENDLY ICE CREAM CORPORATION - -------------------------------------------------------------------------------- (Exact Name Of Registrant As Specified In Its Charter) MASSACHUSETTS - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-13579 04-2053130 - ---------------------------------------- ------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 1855 Boston Road, Wilbraham, MA 01095 - ---------------------------------------- ------------------------------------- (Address of Principal Executive Offices) (Zip Code) (413) 731-4000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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 (see General Instruction A.2. below): [ ] 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 7.01 Regulation FD Disclosure On December 20, 2006, Friendly Ice Cream Corporation made an offer to Sardar Biglari for two seats on the board of directors of the Company. A copy of the offer letter is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by this reference. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Letter dated December 20, 2006 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, thereunto duly authorized. Dated: December 20, 2006 FRIENDLY ICE CREAM CORPORATION By: /s/ PAUL V. HOAGLAND ----------------------------------- Name: Paul V. Hoagland Title: Executive Vice President of Administration and Chief Financial Officer EX-99.1 2 a5298737ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 December 20, 2006 VIA FACSIMILE - ------------- Paul Bork, Esq. Foley Hoag LLP Two Seaport Lane Boston, MA 02210 RE: Friendly Ice Cream Corporation (the "Company") ---------------------------------------------- Dear Paul: Thank you for accepting our request to meet with you yesterday. In our continuing effort to avoid the expense and distraction of a proxy contest, the Company offers Sardar Biglari the following: 1. The Company will appoint Mr. Biglari and Philip Cooley to serve as directors. 2. Mr. Biglari and his affiliates shall not, directly or indirectly, solicit or participate in any solicitation of proxies not recommended by the Board until six months after leaving the Board. This is the only condition of the offer, and each of the current Board members will agree to the same restriction against the solicitation of proxies. The terms of the Company's offer are subject to the execution and delivery of a mutually satisfactory definitive agreement. We believe this offer completely satisfies Mr. Biglari's request for two seats on the Board. The requirement not to solicit or participate in the solicitation of proxies while Mr. Biglari and Dr. Cooley are serving on the Board, and for a short period of time thereafter, addresses our mutual concern to avoid the cost, expense and distraction of a proxy contest. If Mr. Biglari refuses to accept this condition, we would seriously question Mr. Biglari's true intentions. The Company desires to add two seats to the Board as soon as possible, so I request that Mr. Biglari respond to this offer on or before 1:00 p.m. on December 26, 2006. Very truly yours, Gregory A. Pastore Vice President & General Counsel -----END PRIVACY-ENHANCED MESSAGE-----