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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
(AMENDMENT NO. 1) (1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Friendly Ice Cream Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
358497105
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(CUSIP Number)
Martin L. Budd, Esq.
Day, Berry & Howard LLP
One Canterbury Green
Stamford, CT 06901-2047
(203) 977-7300
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
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(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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 358497105 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S. Prestley Blake
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 846,800
OWNED BY EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
None See Item #5
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9 SOLE DISPOSITIVE POWER
846,800
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10 SHARED DISPOSITIVE POWER
None See Item #5
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
846,800 See Item #5
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) See Item #5 /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4% See Item #5
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14 TYPE OF REPORTING PERSON
IN
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Page 3 of 5 Pages
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
S. Prestley Blake used his personal funds to purchase 746,800 shares of Common
Stock for $1,550,838.80. SPB Family Limited Partnership used its general funds
to purchase 100,000 shares of Common Stock for $206,687.25. The Helen D. Blake
1993 Trust used its general funds to purchase 10,000 shares of Common Stock for
$19,575.00.
Item 4. PURPOSE OF TRANSACTION:
The Reporting Parties acquired these shares of Common Stock of the Issuer as
an investment in the Issuer. Although the Reporting Parties have not
formulated any definitive plans, they may from time to time acquire, or
dispose of, Common Stock and/or other securities of the Issuer if and when
they deem it appropriate. The Reporting Parties may formulate other purposes,
plans or proposals relating to any securities of the Issuer, or the Issuer's
directors and management to the extent deemed advisable in light of
developments in the affairs of the Issuer, market prices of the Issuer's
securities, market conditions and other factors. Mr. Blake is discussing with
management certain aspects of the Issuer's business including possible cost
cutting measures.
Except as indicated in this Schedule 13D, the Reporting Parties currently have
no plans or proposals that relate to or would result in any of the matters
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER:
S. Prestley Blake owns 746,800 shares of Common Stock of the Issuer. These
shares constitute 10.1% of the 7,405,107 shares of Common Stock outstanding on
November 9, 2000, as reported in the Issuer's Quarterly Report on Form 10-Q
filed on November 9, 2000. SPB Family Limited Partnership, of which S. Prestley
Blake is the sole general partner, owns 100,000 shares of Common Stock,
constituting 1.4% of the shares reported to be outstanding on November 9, 2000.
The Helen D. Blake 1993 Trust owns 10,000 shares of Common Stock, constituting
0.1% of the shares reported to be outstanding on November 9, 2000. The wife of
S. Prestley Blake, Helen D. Blake, is a trustee of The Helen D. Blake 1993
Trust.
By virtue of his status as the sole general partner of SPB Family Limited
Partnership, S. Prestley Blake may be deemed to own beneficially all of the
shares of Common Stock owned by SPB Family Limited Partnership. By virtue of
his relationship as spouse of a trustee of The Helen D. Blake 1993 Trust, Mr.
Blake may also be deemed to own beneficially all of the shares of Common
Stock owned by The Helen D. Blake 1993 Trust. The aggregate number of shares
of Common Stock that Mr. Blake may be deemed to own beneficially (including
shares owned by SPB Family Limited Partnership and The Helen D. Blake 1993
Trust) is 856,800 shares, constituting 11.6% of the shares of Common Stock
reported to be outstanding on November 9, 2000.
S. Prestley Blake disclaims voting and investment power over the securities of
the Issuer owned by The Helen D. Blake 1993 Trust.
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Page 4 of 5 Pages
During the last sixty (60) days, S. Prestley Blake, SPB Family Limited
Partnership and The Helen D. Blake 1993 Trust have purchased, respectively,
746,800, 100,000, and 10,000 shares of Common Stock in the following open
market transactions:
Amount of Price Per
Date of Securities Share in
Name Transaction Involved Dollars
---- ----------- -------- -------
S. Prestley 11/24/00 200,500 1.9375
Blake 11/29/00 423,900 1.9045
11/30/00 7,000 1.9375
12/08/00 10,400 2.9000
12/08/00 5,000 2.8750
12/14/00 100,000 2.7800
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Total 746,800
SPB Family 11/9/00 15,000 2.1250
Limited 11/10/00 5,000 2.1250
Partnership 11/13/00 10,500 2.0238
11/14/00 10,000 2.0275
11/15/00 2,500 2.1150
11/16/00 3,500 2.1071
11/17/00 3,500 2.00
11/22/00 50,000 2.00
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Total 100,000
The Helen D. 11/27/00 10,000 1.9375
Blake
1993 Trust
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Page 5 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: December 15, 2000
/s/ S. PRESTLEY BLAKE
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S. Prestley Blake
Dated: December 15, 2000
SPB FAMILY LIMITED PARTNERSHIP
/s/ S. PRESTLEY BLAKE
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By: S. Prestley Blake
General Partner
Dated: December 15, 2000
THE HELEN D. BLAKE 1993 TRUST
/s/ HELEN D. BLAKE
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By: Helen D. Blake
Trustee
