UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material pursuant to ss.240.14a-12
Friendly Ice Cream Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous fling by registration statement
number or the Form or Schedule and the date of its filing.
(1) Amount previously paid:_____________________________________________
(2) Form, Schedule or Registration Statement No.:_______________________
(3) Filing party:_______________________________________________________
(4) Date filed:_________________________________________________________
This filing relates to the announced acquisition of the Company by Sun Capital
Partners pursuant to the terms of the Agreement and Plan of Merger, dated as of
June 17, 2007, by and among the Company, Freeze Operations Holding Corp. and
Freeze Operations, Inc.
IMPORTANT INFORMATION
This document may be deemed to be solicitation material in respect of the
proposed transaction. In connection with the proposed transaction, the Company
will file with, or furnish, to the SEC all relevant materials, including a proxy
statement on Schedule 14A. SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S
PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement will be
mailed to stockholders of the Company. Investors and security holders will be
able to obtain the documents free of charge from the SEC's website, www.sec.gov,
and from the Company's website, www.friendly.com.
The Company and its directors and executive officers and other members of
management and employees may be deemed to participate in the solicitation of
proxies in respect of the proposed transaction. Information regarding the
Company's directors and executive officers is available in the Company's proxy
statement for its 2006 annual meeting of stockholders, which was filed with the
SEC on April 7, 2006, and in the Company's Annual Report on Form 10-K for the
period ended December 31, 2006, which was filed with the SEC on March 6, 2007.
Additional information regarding the interests of such potential participants
will be included in the proxy statement and the other relevant documents filed
with, or furnished to, the SEC when they become available.
2
The following letter was sent by email to Company employees on June 18, 2007:
Dear Friendly's Employee,
I am writing to inform you that Friendly Ice Cream Corporation has agreed to be
acquired by Sun Capital Partners. Sun Capital Partners has extensive experience
in restaurants and franchising and owns well-established restaurant brands such
as Bruegger's Bakery-Cafes, Souper Salad, Souplantation, El Torito, Chevys,
Kinkaid's and Palomino. As you know, since March the Company has been exploring
strategic alternatives to enhance shareholder value and to provide future
opportunities for franchisees, employees and all stakeholders. We believe this
transaction achieves these goals, and does so more quickly and with greater
certainty than all other alternatives we examined. Attached is the press release
that we issued last night.
Every day our employees and management teams work hard to provide the best
dining experience for our guests. I am pleased to say that our new investors
share our passion for the Friendly's brand and are committed to supporting our
employees. Going forward, we will remain committed to improving the performance
of our company in all the business segments that we operate. Throughout this
transition we will continue with our service and product enhancement
initiatives.
The transaction has been unanimously approved by the Company's Board of
Directors and, subject to approval by the Company's shareholders and other
customary closing conditions, is expected to close during the third quarter of
2007. If you have specific questions during this process, please feel free to
contact Gary Ulrich at (413) 731-4105.
We realize and appreciate your significant commitment to Friendly Ice Cream and
the value you bring to our company and to our outstanding brand. We know we can
rely on your continued dedication to operating with the same level of
professionalism and excellence as always.
Thank you.
Sincerely,
/s/ George M. Condos
George M. Condos
President & Chief Executive Officer
3
The following letter was sent by email to Company franchisees on June 18, 2007:
Dear Friendly's Franchisee,
I am writing to inform you that Friendly Ice Cream Corporation has agreed to be
acquired by Sun Capital Partners. Sun Capital Partners has extensive experience
in restaurants and franchising and owns well-established restaurant brands such
as Bruegger's Bakery-Cafes, Souper Salad, Souplantation, El Torito, Chevys,
Kinkaid's and Palomino. As you know, since March 6, 2007, the Company has been
exploring strategic alternatives to provide opportunities for franchisees and
employees and to enhance shareholder value. We believe this transaction achieves
these goals, and does so more quickly and with greater certainty than all other
alternatives we examined. Attached is a copy of the press release that we issued
last night.
Every day our franchisees and their employees work hard to provide the best
dining experience for our guests. I am pleased to say that our new investors
share our passion for the Friendly's brand and are committed to supporting
franchisees. Going forward, we are committed to improving our performance in all
the business segments that we operate in. We will work closely with Sun Capital
Partners to ensure that throughout this transition there is no effect on the
restaurants and you, our valued franchisees, and we will continue with our
service and product enhancement initiatives.
The transaction has been unanimously approved by the Company's Board of
Directors and, subject to approval by the Company's shareholders and other
customary closing conditions, is expected to close during the third quarter of
2007. If you have specific questions during this process, please feel free to
contact Jim Sullivan at (413) 731-4202.
We realize and appreciate your significant commitment to Friendly Ice Cream and
the value you bring to our company and to our outstanding brand. We know we can
rely on your continued dedication to operating with the same level of
professionalism and excellence as always. Thank you.
Sincerely,
/s/ George M. Condos
George M. Condos
President & Chief Executive Officer
4