**SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

** **

**FORM 10-Q/A****(Amendment No. 2)**

 

| **ý**                                                                                                                                   |   | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  AND EXCHANGE ACT OF 1934**  |
|----------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------|
|                                                                                                                                         |   |                                                                                               |
| **For  the quarterly period ended June 30, 2002**                                                                                            |
|                                                                                                                                         |   |                                                                                               |
| **OR**                                                                                                                                       |
|                                                                                                                                         |   |                                                                                               |
| **o**                                                                                                                                        |   | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  AND EXCHANGE ACT OF 1934** |
|                                                                                                                                         |   |                                                                                               |
| **For  the transition period  from          to       ** |

 

 

**CommissionFile No. 0-3930**

** **

**FRIENDLY ICE CREAM CORPORATION**(Exact name ofregistrant as 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, includingarea code, of registrant’s principal executive offices)

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities and Exchange Actof 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes ý No o

 

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

 

|                          | **Class** |             |   | **Outstanding at July 12, 2002** |
|-------------------------------|-----------|------------------|--------|----------------------------------|
| Common Stock, $.01 par  value |      | 7,370,763 shares |

 

 

1

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**PART II — OTHER INFORMATION**

 

**Item6.  Exhibits and reports on Form 8-K**

 

(a) Exhibits

 
|   |   | 99.1 Certification of Periodic Report dated November  4, 2002 signed by Donald N. Smith.  |
|--------|--------|-------------------------------------------------------------------------------------------|
|   |   | 99.2 Certification of Periodic Report dated November  4, 2002 signed by Paul V. Hoagland. |

 

 

(b) Reports on Form 8-K

 

| **Date of Event Reported** |          | **Event Reported**                                                                     |
|----------------------------|---------------|----------------------------------------------------------------------------------------|
| May 15, 2002               | Item 4 — | Changes in Registrant’s Certifying Accountant                                     |
| May 15, 2002               | Item 7 — | Exhibit 16.1, Letter of Arthur Andersen LLP  regarding change in certifying accountant |
|                       |          |                                                                                   |

 

 

**SIGNATURES**

 

Pursuant to the requirements of the Securities and Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe 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                        |

 

 

2

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**Certifications**

 

I, Donald N. Smith, certify that:

 
| 1.     |   | I have reviewed this quarterly report on Form 10-Q/A  of Friendly Ice Cream Corporation;                                                                                                                                                                                                                                                                                                     |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| 2.     |   | Based on my knowledge, this quarterly report does  not contain any untrue statement of a material fact or omit to state a  material fact necessary to make the statements made, in light of the  circumstances under which such statements were made, not misleading with  respect to the period covered by this quarterly report;                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| 3.     |   | Based on my knowledge, the financial statements, and  other financial information included in this quarterly report, fairly present  in all material respects the financial condition, results of operations and  cash flows of the registrant as of, and for, the periods presented in this  quarterly report;                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| 4.     |   | The registrant’s other certifying officers and I are  responsible for establishing and maintaining disclosure controls and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant and have:                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |   | a)                                                                                                                                                                                                                                                                                                                                                                                           | designed such disclosure controls and procedures to  ensure that material information relating to the registrant, including its  consolidated subsidiaries, is made known to us by others within those  entities, particularly during the period in which this quarterly report is  being prepared; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |   | b)                                                                                                                                                                                                                                                                                                                                                                                           | evaluated the effectiveness of the registrant’s  disclosure controls and procedures as of a date within 90 days prior to the  filing date of this quarterly report (the “Evaluation Date”); and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |   | c)                                                                                                                                                                                                                                                                                                                                                                                           | presented in this quarterly report our conclusions  about the effectiveness of the disclosure controls and procedures based on  our evaluation as of the Evaluation Date; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| 5.     |   | The registrant’s other certifying officers and I  have disclosed, based on our most recent evaluation, to the registrant’s  auditors and the audit committee of registrant’s board of directors (or persons  performing the equivalent functions):                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |   | a)                                                                                                                                                                                                                                                                                                                                                                                           | all significant deficiencies in the design or  operation of internal controls which could adversely affect the registrant’s  ability to record, process, summarize and report financial data and have  identified for the registrant’s auditors any material weaknesses in internal  controls; and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |   | b)                                                                                                                                                                                                                                                                                                                                                                                           | any fraud, whether or not material, that involves  management or other employees who have a significant role in the registrant’s  internal controls; and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| 6.     |   | The registrant’s other certifying officers and I  have indicated in this quarterly report whether there were significant  changes in internal controls or in other factors that could significantly  affect internal controls subsequent to the date of our most recent  evaluation, including any corrective actions with regard to significant  deficiencies and material weaknesses. |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |

 

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

 

 

3

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I, Paul V. Hoagland, certify that:

 
| 1.     |   | I have reviewed this quarterly report on Form 10-Q/A  of Friendly Ice Cream Corporation;                                                                                                                                                                                                                                                                                                     |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| 2.     |   | Based on my knowledge, this quarterly report does  not contain any untrue statement of a material fact or omit to state a material  fact necessary to make the statements made, in light of the circumstances  under which such statements were made, not misleading with respect to the  period covered by this quarterly report;                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| 3.     |   | Based on my knowledge, the financial statements, and  other financial information included in this quarterly report, fairly present  in all material respects the financial condition, results of operations and  cash flows of the registrant as of, and for, the periods presented in this  quarterly report;                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| 4.     |   | The registrant’s other certifying officers and I are  responsible for establishing and maintaining disclosure controls and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant and have:                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |   | a)                                                                                                                                                                                                                                                                                                                                                                                           | designed such disclosure controls and procedures to  ensure that material information relating to the registrant, including its  consolidated subsidiaries, is made known to us by others within those  entities, particularly during the period in which this quarterly report is  being prepared; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |   | b)                                                                                                                                                                                                                                                                                                                                                                                           | evaluated the effectiveness of the registrant’s  disclosure controls and procedures as of a date within 90 days prior to the  filing date of this quarterly report (the “Evaluation Date”); and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |   | c)                                                                                                                                                                                                                                                                                                                                                                                           | presented in this quarterly report our conclusions  about the effectiveness of the disclosure controls and procedures based on  our evaluation as of the Evaluation Date; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| 5.     |   | The registrant’s other certifying officers and I  have disclosed, based on our most recent evaluation, to the registrant’s  auditors and the audit committee of registrant’s board of directors (or  persons performing the equivalent functions):                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |   | a)                                                                                                                                                                                                                                                                                                                                                                                           | all significant deficiencies in the design or  operation of internal controls which could adversely affect the registrant’s  ability to record, process, summarize and report financial data and have  identified for the registrant’s auditors any material weaknesses in internal  controls; and |
|   |   | b)                                                                                                                                                                                                                                                                                                                                                                                           | any fraud, whether or not material, that involves  management or other employees who have a significant role in the registrant’s  internal controls; and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| 6.     |   | The registrant’s other certifying officers and I  have indicated in this quarterly report whether there were significant  changes in internal controls or in other factors that could significantly  affect internal controls subsequent to the date of our most recent  evaluation, including any corrective actions with regard to significant  deficiencies and material weaknesses. |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |

 

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

 

 

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