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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<S> <C>
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)
</TABLE>
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)
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COPIES TO:
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<S> <C>
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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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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. / /
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CALCULATION OF REGISTRATION FEE
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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
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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)
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(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.
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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.
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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.
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FRIENDLY ICE CREAM CORPORATION
By: /s/ GEORGE G. ROLLER
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Name: George G. Roller
Title: Vice President, Finance, Chief
Financial Officer and Treasurer
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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
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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
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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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.)
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<PAGE>
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
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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
