**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-Q/A**

 

**(AmendmentNo. 2)**

 

**ý    QUARTERLY REPORT PURSUANT TO SECTION 13 OR15 (d)**

**OF THE SECURITIES AND EXCHANGE ACT OF 1934**

 

**For thequarterly period ended April 1, 2001**

 

**OR**

 

**o    TRANSITION REPORT PURSUANT TO SECTION 13OR 15 (d)**

**OF THE SECURITIES AND EXCHANGE ACT OF 1934**

 

**For thetransition period from           to**

 

 

**CommissionFile No. 0-3930**

 

**FRIENDLY ICE CREAM CORPORATION**

(Exact name of registrantas specified in its charter)

 

| **Massachusetts**         |   | **5812**                                                    |   | **04-2053130**                        |
|---------------------------|--------|-------------------------------------------------------------|--------|---------------------------------------|
| (State of

Incorporation) |   | (Primary Standard  Industrial

Classification Code  Number) |   | (I.R.S. Employer

Identification No.) |

 

**1855 Boston Road**

**Wilbraham, Massachusetts 01095**

**(413) 543-2400**

(Address, including zipcode, and telephone number, including

area code, ofregistrant’s principal executive offices)

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the Securitiesand Exchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  Yes  ý   No  o

 

Indicate the number of shares outstanding of each ofthe issuer’s classes of common stock, as of the latest practicable date.

 

| **Class**                     |   | **Outstanding at April 29, 2001** |
|-------------------------------|--------|-----------------------------------|
| Common Stock, $.01 par  value |   | 7,364,283 shares                  |

 

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**PART II — OTHER INFORMATION**

 

**Item 6.  Exhibitand Reports on Form 8-K**

 

(a)   Exhibits:

99.1 Certification of Periodic Report dated November4, 2002 signed by Donald N. Smith.

99.2 Certification of Periodic Report dated November4, 2002 signed by Paul V. Hoagland.

Seventh Amendment toCredit Agreement.**

 

** - Filed previously

 

(b)   No reporton Form 8-K was filed during the three months ended April 1, 2001.

 

 

**SIGNATURES**

 

Pursuant to the requirements of the Securities andExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized.

 
|   | FRIENDLY ICE CREAM CORPORATION |
|--------|--------------------------------|
|   |                           |
|   | By:                            | /s/ PAUL V. HOAGLAND |   |
|   |                           | Name:  Paul  V. Hoagland |
|   |                           | Title:   Senior Vice President, |
|   |                           | Chief Financial Officer, Treasurer and

Assistant Clerk |

 

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**Certifications**

 

I, Donald N. Smith, certify that:

 

1.               I have reviewed this quarterly report on Form 10-Q/Aof Friendly Ice Cream Corporation;

 

2.               Based on my knowledge, this quarterly report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this quarterly report;

 

3.               Based on my knowledge, the financial statements, andother financial information included in this quarterly report, fairly presentin all material respects the financial condition, results of operations andcash flows of the registrant as of, and for, the periods presented in thisquarterly report;

 

4.               The registrant’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant andhave:

 

a)              designed such disclosure controls and procedures toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this quarterly report is beingprepared;

 

b)             evaluated the effectiveness of the registrant’sdisclosure controls and procedures as of a date within 90 days prior to thefiling date of this quarterly report (the “Evaluation Date”); and

 

c)              presented in this quarterly report our conclusionsabout the effectiveness of the disclosure controls and procedures based on ourevaluation as of the Evaluation Date;

 

5.               The registrant’s other certifying officers and I havedisclosed, based on our most recent evaluation, to the registrant’s auditorsand the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

a)              all significant deficiencies in the design oroperation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

 

b)             any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal controls; and

 

6.               The registrant’s other certifying officers and I haveindicated in this quarterly report whether there were significant changes ininternal controls or in other factors that could significantly affect internalcontrols subsequent to the date of our most recent evaluation, including anycorrective actions with regard to significant deficiencies and materialweaknesses.

 
| Date: November 4, 2002 |                           |
|------------------------|--------------------------------|
|                   | /s/  Donald N. Smith |
|                   | *Chief Executive Officer*      |

 

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I, Paul V. Hoagland, certify that:

 

1.               I have reviewed this quarterly report on Form 10-Q/Aof Friendly Ice Cream Corporation;

 

2.               Based on my knowledge, this quarterly report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this quarterly report;

 

3.               Based on my knowledge, the financial statements, andother financial information included in this quarterly report, fairly presentin all material respects the financial condition, results of operations andcash flows of the registrant as of, and for, the periods presented in thisquarterly report;

 

4.               The registrant’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant andhave:

 

a)              designed such disclosure controls and procedures toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this quarterly report is beingprepared;

 

b)             evaluated the effectiveness of the registrant’sdisclosure controls and procedures as of a date within 90 days prior to thefiling date of this quarterly report (the “Evaluation Date”); and

 

c)              presented in this quarterly report our conclusionsabout the effectiveness of the disclosure controls and procedures based on ourevaluation as of the Evaluation Date;

 

5.               The registrant’s other certifying officers and I havedisclosed, based on our most recent evaluation, to the registrant’s auditorsand the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

a)              all significant deficiencies in the design oroperation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

 

b)             any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal controls; and

 

6.               The registrant’s other certifying officers and I haveindicated in this quarterly report whether there were significant changes ininternal controls or in other factors that could significantly affect internalcontrols subsequent to the date of our most recent evaluation, including anycorrective actions with regard to significant deficiencies and materialweaknesses.

 
| Date: November 4, 2002 |                                                      |
|------------------------|-----------------------------------------------------------|
|                   | */s/  Paul V. Hoagland*                         |
|                   | *Chief Financial Officer, Treasurer and Assistant  Clerk* |

 

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