SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.1) 1/
Friendly Ice Cream Corporation
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
358497 10 5
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
| | Rule 13d-1(b)
| | Rule 13d-1(c)
|x| Rule 13d-1(d)
1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
CUSIP NO. 358497 10 5
1. NAME OF REPORTING PERSON: Donald N. Smith
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ] Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 711,951
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 711,951
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 711,951
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.5%
12. TYPE OF REPORTING PERSON: IN
<PAGE>
Item 1(a) Name of Issuer:
Friendly Ice Cream Corporation
(b) Address of Issuer's Principal Executive Offices:
1855 Boston Road
Wilbraham, Massachusetts 01095
Item 2(a) Name of Person Filing:
Donald N. Smith
(b) Address of Principal Business Office:
1 Pierce Place, Suite 100 East
Itasca, Illinois 60143
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock, $0.01 par value per share
(e) CUSIP Number:
358497 10 5
Item 3 If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a) ( ) Broker or dealer registered under Section 15 of
the Exchange Act
(b) ( ) Bank as defined in Section 3(a)(6) of the
Exchange Act
(c) ( ) insurance company as defined in Section 3(a)(19)
of the Exchange Act
(d) ( ) investment company registered under Section 8 of
the Investment Company Act
(e) ( ) An investment adviser in accordance with
Rule 13d-1(b)(i)(ii)(E)
(f) ( ) An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F)
(g) ( ) parent holding company or control person in
accordance with Rule 13d-1 (b)(1)(ii)(G)
(h) ( ) A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act
<PAGE>
(i) ( ) A church plan that is excluded from the definition
of an investment company under Section 3(c)(14)
of the Investment Company Act
(j) ( ) Group, in accordance with Rule 13d-1 (b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this
box [ ]
Item 4 Ownership: (at December 31, 1998)
(a) Amount Beneficially Owned 711,951
(b) Percent of Class 9.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 711,951
-------
(ii) shared power to vote or to direct the vote 0
-------
(iii) sole power to dispose or to direct the
disposition of 711,951
-------
(iv) shared power to dispose or to direct the
disposition of 0
-------
Item 5 Ownership of Five Percent or Less of a Class: Not Applicable
If this statement is being filed to report the
fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of
more than five percent of the class of
securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security being reported on by the Parent Holding Company.
Not Applicable
Item 8 Identification and Classification of Members of the Group
Not Applicable
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certification
Not Applicable
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
* * * * * * * * *
Dated: February 10 , 1999 /s/ Donald N. Smith
----------------------------
Signature
Donald N. Smith
-----------------------------
Name/Title
