UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 8, 2007
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FRIENDLY ICE CREAM CORPORATION
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(Exact Name Of Registrant As Specified In Its Charter)
MASSACHUSETTS
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(State or Other Jurisdiction of Incorporation)
001-13579 04-2053130
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(Commission File Number) (I.R.S. Employer Identification No.)
1855 Boston Road, Wilbraham, MA 01095
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(Address of Principal Executive Offices) (Zip Code)
(413) 731-4000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
This Amendment to Current Report on Form 8-K is being filed by Friendly Ice
Cream Corporation (the "Company") to amend the description of the change of
control agreement between the Company and Mr. George M. Condos previously
disclosed in the last paragraph of Item 5.02 of the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission (the "Commission") on
January 10, 2007. In addition, the Company is filing the form of change of
control agreement entered into with Mr. Condos and the current form of change of
control agreement previously entered into with certain other officers of the
Company as Exhibits 10.1 and 10.2, respectively, to Item 9.01 of this Current
Report on Form 8-K.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
In connection with the employment of Mr. George M. Condos, as the Company's
President and Chief Executive Officer, the Company entered into a change in
control agreement with Mr. Condos. The agreement has a term of one year, subject
to extension in certain circumstances. If, during the term of the agreement, Mr.
Condos' employment with the Company is terminated, whether initiated by the
Company or by Mr. Condos, within 60 days after a change of control (as defined
in the agreement), then he is entitled to receive the following payments and
benefits from the Company:
o salary continuation payments in an aggregate amount equal to his
annualized base salary for a period of one year from the termination
date (the "severance period");
o if the termination occurs before December 30, 2007, a pro-rated amount
of his target annual incentive bonus for the fiscal year ending
December 30, 2007, or if the termination occurs after December 30,
2007 and prior to the expiration of the term of the agreement, then he
would receive 100% of the amount of the annual incentive bonus he
would have received, if any, pursuant to the terms of the Company's
2007 Annual Incentive Plan applicable to him;
o continued benefits under the Company's then current health plan for
the severance period or a payment in cash in lieu of such coverage in
an amount equal to his after-tax cost of continuing such coverage; and
o during the severance period, the Company shall reimburse him for the
cost of outplacement assistance services.
In the event that any payments received by Mr. Condos in connection with a
change in control are subject to the excise tax imposed upon certain change in
control payments under federal tax law, the agreement provides that the
Company's independent public accounting firm immediately preceding the change in
control (or if such accounting firm declines to act, such other independent
public accounting firm as agreed to by the Company and Mr. Condos) shall compute
the excise tax imposed on him and the Company shall pay that amount to him to
provide him with a payment that is economically equivalent to the payment he
would have received but for the imposition of the excise tax. The payments under
the change in control agreement are in addition to and not in lieu of any
payments or benefit due to him under any other plan, policy or program of the
Company, except that Mr. Condos is not entitled to receive any benefits under
any other severance plan of the Company. Mr. Condos will also continue to be
covered by any insurance policy providing indemnification rights for service as
an officer or director of the Company and to be entitled to all other rights to
indemnification provided by the Company.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Current Form of Change of Control Agreement between the Company
and George M. Condos
10.2 Current Form of Change of Control Agreement between the Company
and each of Mr. Paul Hoagland, Kenneth D. Green, Gregory A. Pastore,
Gary J. Ulrich and Timothy B. Hopkins
99.1 Press release dated January 8, 2007 (incorporated by reference to
Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the
Commission on January 10, 2007, File No. 001-13579)
99.2 Press release dated January 10, 2007 (incorporated by reference to
Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the
Commission on January 10, 2007, File No. 001-13579)
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: April 5, 2007 FRIENDLY ICE CREAM CORPORATION
By: /s/ PAUL V. HOAGLAND
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Name: Paul V. Hoagland
Title: Executive Vice President of
Administration and Chief
Financial Officer
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