SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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.)
Friendly Ice Cream Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
358497105
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(CUSIP Number)
Sardar Biglari
The Lion Fund, L.P.
9311 San Pedro Avenue, Suite 1440
San Antonio, Texas 78216
Telephone (210) 344-3400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 2006
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that 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 the 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 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).
CUSIP No. 358497105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Lion Fund L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
446,368
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
446,368
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
446,368
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.65%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 358497105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Biglari Capital Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
446,368
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
446,368
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
446,368
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.65%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 358497105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Biglari, Sardar
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF,WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
446,368
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
446,368
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
446,368
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.65%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 358497105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Western Sizzlin Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
446,368
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
446,368
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
446,368
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.65%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 358497105
---------------------
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Item 1. Security and Issuer.
The name of the issuer is Friendly Ice Cream Corporation, a
Massachusetts corporation (the "Issuer"). The address of the Issuer's principal
office is 1855 Boston Road Wilbraham, MA 01095. This Schedule 13D relates to the
Issuer's Common Stock, $0.01 par value (the "Shares").
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Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed jointly by (i) Lion Fund,
L.P., a Delaware Limited Partnership, ("the Lion Fund") (ii) Biglari Capital
Corp., a Texas Corporation ("BCC"), (iii) Sardar Biglari, a United States
citizen, and (iv) Western Sizzlin Corp., a Delaware corporation
("WSC")(collectively, the "Reporting Persons").
The principal business address of the Lion Fund, BCC and Sardar
Biglari is 9311 San Pedro Avenue, Suite 1440, San Antonio, Texas 78216. The
principal business address of WSC is 1338 Plantation Road, Roanoke, Virginia,
24012.
Sardar Biglari is the Chairman and Chief Executive Officer of BCC, an
investment management firm that serves as the general partner to the Lion Fund.
The principal business of the Lion Fund is purchasing, holding and selling
securities for investment purposes. Sardar Biglari is also the chairman of WSC.
The principal business of WSC is to operate and/or franchise restaurants.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
The total cost for the Shares that the Reporting Persons may be deemed
to beneficially own is $3,516,722.49.
The funds for the purchase of the Shares beneficially owned by the
Lion Fund, BCC and Sardar Biglari came from the working capital of the Lion
Fund. The funds for the purchase of the Shares beneficially owned by WSC came
from the working capital of WSC.
No borrowed funds were used to purchase the Shares, other than any
borrowed funds used for working capital purposes (including certain leverage
arrangements) in the ordinary course of business.
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Item 4. Purpose of Transaction.
The Reporting Persons have acquired their Shares of the Issuer for
investment. The Reporting Persons evaluate their investment in the Shares on a
continual basis. The Reporting Persons have no plans or proposals as of the date
of this filing which, other than as expressly set forth below, relate to, or
would result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
The Reporting Persons may be in contact with, among other persons,
members of the Issuer's management, members of the Issuer's Board of Directors,
and other significant shareholders.
The Reporting Persons may effect transactions that would change the
number of shares they may be deemed to beneficially own.
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Item 5. Interest in Securities of the Issuer.
(a-e) As of the date hereof, each of the Reporting Persons may be
deemed to be the beneficial owner of 446,368 Shares or 5.65% of the Shares of
the Issuer, based upon the 7,902,298 Shares outstanding as of April 28, 2006,
according to the Issuer's most recent Form 10-Q.
Each of the Reporting Persons has the sole power to vote or direct the
vote of 0 Shares and the shared power to vote or direct the vote of 446,368
Shares.
Each of the Reporting Persons has the sole power to dispose or direct
the disposition of 0 Shares and the shared power to dispose or direct the
disposition of 446,368 Shares.
The trading date, number of Shares purchased and the price per share
for all transactions in the Shares during the past 60 days by the Reporting
Persons are set forth in Exhibit B and were effected in private sales and open
market transactions.
The aforementioned Shares were acquired for investment purposes. The
Lion Fund and WSC may acquire additional Shares, dispose of all or some of these
Shares from time to time, in each case in open market or private transactions,
block sales or purchases or otherwise, or may continue to hold the Shares.
The Reporting Persons specifically disclaim beneficial ownership in
the Shares reported herein except to the extent of their pecuniary interest
therein.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement,
understanding or relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
A. An agreement relating to the filing of a joint statement as
required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
B. A description of the transactions in the Shares that were effected
by the Reporting Persons during the 60 days prior to July 27, 2006 is filed
herewith as Exhibit B.
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.
August 7, 2006
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(Date)
THE LION FUND, L.P.
By: Biglari Capital Corp.,
General Partner
By: /s/ Sardar Biglari
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Sardar Biglari,
Chief Executive Officer
BIGLARI CAPITAL CORP.
By: /s/ Sardar Biglari
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Sardar Biglari,
Chief Executive Officer
SARDAR BIGLARI
/s/ Sardar Biglari
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WESTERN SIZZLIN CORP.
/s/ Robyn B. Mabe
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Robyn B. Mabe,
Chief Financial Officer
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
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AGREEMENT
The undersigned agree that this Schedule 13D dated August 7, 2006,
relating to the Common Stock par value $0.01 of Friendly Ice Cream Corporation
shall be filed on behalf of the undersigned.
August 7, 2006
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(Date)
THE LION FUND, L.P.
By: Biglari Capital Corp.,
General Partner
By: /s/ Sardar Biglari
--------------------------
Sardar Biglari,
Chief Executive Officer
BIGLARI CAPITAL CORP.
By: /s/ Sardar Biglari
---------------------------
Sardar Biglari,
Chief Executive Officer
SARDAR BIGLARI
/s/ Sardar Biglari
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WESTERN SIZZLIN CORP.
By: /s/ Robyn B. Mabe
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Robyn B. Mabe,
Chief Financial Officer
Exhibit B
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Transactions in the Shares -- Lion Fund, BCC and Sardar Biglari
Date of Number of Shares Price Per
Transaction Purchase Share
-------------- ----------------- ------------
6/13/06 1,100 $8.14
6/14/06 5,500 $8.14
6/22/06 19,500 $7.95
6/23/06 3,000 $7.98
6/28/06 10,000 $7.56
6/29/06 3,000 $7.65
6/30/06 2,400 $7.81
7/5/06 41,900 $7.88
7/6/06 66,800 $7.82
7/7/06 18,000 $7.76
7/10/06 24,700 $7.82
7/11/06 5,900 $7.87
7/12/06 3,800 $7.84
7/13/06 20,000 $8.04
Transactions in the Shares -- WSC
Date of Number of Shares Price Per
Transaction Purchase Share
-------------- ----------------- ------------
7/14/06 23,118 $7.90
7/17/06 10,600 $7.89
7/18/06 5,200 $7.85
7/19/06 6,700 $7.88
7/20/06 13,900 $8.02
7/21/06 44,500 $7.87
7/24/06 9,300 $7.92
7/25/06 2,900 $7.85
7/26/06 10,700 $7.89
7/27/06 40,000 $7.82
SK 25298 0001 688782