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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 30, 2001
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NO. 0-3930
FRIENDLY ICE CREAM CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 5812 04-2053130
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
1855 BOSTON ROAD
WILBRAHAM, MASSACHUSETTS 01095
(413) 543-2400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF CLASS
COMMON STOCK, $.01 PAR VALUE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter
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period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K / /.
The aggregate market value of voting stock held by nonaffiliates of the
registrant, based upon the closing sales price of the registrant's common stock
on February 1, 2002 on the American Stock Exchange was $25,078,384. For purpose
of the foregoing calculation only, all members of the Board of Directors and
executive officers of the registrant have been deemed affiliates. The number of
shares of common stock outstanding was 7,352,262 as of February 1, 2002.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III of this 10-K incorporates information by reference from the
registrant's definitive proxy statement which will be filed no later than 120
days after December 30, 2001.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial statements:
For a listing of consolidated financial statements which are included
in the original report, see page F-1.
2. Schedules:
The following consolidated financial statement schedule and Report of
Independent Public Accountants thereon is included in the original
report pursuant to item 14(d): Schedule II-- Valuation and Qualifying
Accounts. All other schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions or are
inapplicable and, therefore, have been omitted.
(b) Exhibits:
The exhibit index is incorporated by reference herein.
(c) Reports on Form 8-K:
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amended report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FRIENDLY ICE CREAM CORPORATION
By: /s/ PAUL V. HOAGLAND
-----------------------------------------
Name: Paul V. Hoagland
Title:SENIOR VICE PRESIDENT, CHIEF
FINANCIAL OFFICER, TREASURER AND ASSISTANT
CLERK
Dated March 29, 2002
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EXHIBIT INDEX
3.1 Restated Articles of Organization of Friendly Ice Cream
Corporation (the Company). (Incorporated by reference from
Exhibit 3.1 to the Company's Registration Statement on
Form S-1, Reg. No. 333-34633).
3.2 Amended and Restated By-laws of the Company (Incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 27, 1998,
File No. 0-3930).
4.1 Credit Agreement among the Company, Fleet Bank, N.A and certain
other banks and financial institutions (Credit Agreement) dated
as of December 17, 2001.**
4.2 Loan Agreement between the Company's subsidiary, Friendly's
Realty I, LLC and G.E Franchise Finance Corporation dated as of
December 17, 2001.**
4.3 Loan Agreement between the Company's subsidiary, Friendly's
Realty II, LLC and G.E Franchise Finance Corporation dated
as of December 17, 2001.**
4.4 Loan Agreement between the Company's subsidiary, Friendly's
Realty III, LLC and G.E Franchise Finance Corporation dated as
of December 17, 2001.**
4.5 Senior Note Indenture between Friendly Ice Cream
Corporation, Friendly's Restaurants Franchise, Inc. and The
Bank of New York, as Trustee (Incorporated by reference to
Exhibit 4.3 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 27, 1998, File
No. 0-3930).
4.6 Rights Agreement between the Company and The Bank of New
York, a Rights Agent (Incorporated by reference from
Exhibit 4.3 to the Company's Registration Statement on
Form S-1, Reg. No. 333-34633).
10.1 The Company's Stock Option Plan (Incorporated by reference
from Exhibit 10.1 to the Company's Registration Statement on
Form S-1, Reg. No. 333-34633).*
10.2 The Company's Restricted Stock Plan (Incorporated by
reference from Exhibit 10.2 to the Company's Registration
Statement on Form S-1, Reg. No. 333-34633).*
10.3 Purchase Agreement between Realty Income Corporation as buyer
and Company as seller dated December 13, 2001.**
10.9 Sublease between SSP Company, Inc. and the Company, as
amended, for the Chicopee, Massachusetts Distribution Center
(Incorporated by reference from Exhibit 10.9 to the
Company's Registration Statement on Form S-1, Reg.
No. 333-34633).
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10.10 TRC Management Contract between the Company and The
Restaurant Company (Incorporated by reference from
Exhibit 10.10 to the Company's Registration Statement on
Form S-1, Reg. No. 333-34633).
10.11 Aircraft Reimbursement Agreement between the Company and TRC
Realty Co (Incorporated by reference to Exhibit 10.11 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 27, 1998, File No. 0-3930).
10.12 License Agreement between the Company and Hershey Foods
Corporation for 1988 Non-Friendly Marks (Incorporated by
reference from Exhibit 10.12 to the Company's Registration
Statement on Form S-1, Reg. No. 333-34633).
10.13 Agreement between Company and Gerald E. Sinsigalli executed
October 10, 2001.*
21.1 Subsidiaries of the Company (Incorporated by reference from
Exhibit 21.1 to the Company's Registration Statement on
Form S-1, Reg. No. 333-34633).
23.1 Consent of Arthur Andersen LLP.**
* Management Contract or Compensatory Plan or Arrangement
** Filed with original report