**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-Q/A**

 

**(AmendmentNo. 2)**

 

| **ý** | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)** |
|------------|-------------------------------------------------------|
|       | **OF THE SECURITIES AND EXCHANGE ACT OF 1934**        |

 

**For thequarterly period ended March 31, 2002**

 

**OR**

 

| **o**  | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 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 8, 2002** |
|-------------------------------|--------|----------------------------------|
| Common Stock, $.01 par  value |   | 7,353,828 shares                 |

** **

** **

** **

 

----

 

**PART II — OTHER INFORMATION**

 

**Item 6.  Exhibits andreports on Form 8-K**

 

(a) Exhibits

 

99.1 Certificationof Periodic Report dated November 4, 2002 signed by Donald N. Smith.

99.2 Certificationof Periodic Report dated November 4, 2002 signed by Paul V. Hoagland.

 

(b) No report on Form 8-K was filed during the threemonths ended March 31, 2002.

 

**SIGNATURES**

 

Pursuant to therequirements of the Securities and Exchange Act of 1934, the registrant hasduly caused this report to be signed on 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 |

 

 

 

2

----

 

**Certifications**

 

I, Donald N. Smith, certify that:

 

1.               I have reviewed this quarterly report on Form10-Q/A of Friendly Ice Cream Corporation;

 

2.               Based on my knowledge, this quarterly report doesnot contain 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,and other financial information included in this quarterly report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisquarterly report;

 

4.               The registrant’s other certifying officers and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have:

 

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 conclusions aboutthe effectiveness of the disclosure controls and procedures based on ourevaluation as of the Evaluation Date;

 

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

 

a)              all significant deficiencies in the design or operationof internal controls which could adversely affect the registrant’s ability torecord, process, summarize and report financial data and have identified forthe registrant’s auditors any material weaknesses in internal controls; 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 Ihave indicated in this quarterly report whether there were significant changesin internal controls or in other factors that could significantly affectinternal controls subsequent to the date of our most recent evaluation,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

 

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

 

 

3

----

 

I, Paul V. Hoagland, certify that:

 

1.               I have reviewed this quarterly report on Form10-Q/A of Friendly Ice Cream Corporation;

 

2.               Based on my knowledge, this quarterly report doesnot contain 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,and other financial information included in this quarterly report, fairlypresent in all material respects the financial condition, results of operationsand cash 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’s disclosurecontrols and procedures as of a date within 90 days prior to the filing date ofthis quarterly report (the “Evaluation Date”); and

 

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

 

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

 

a)              all significant deficiencies in the design or operationof internal controls which could adversely affect the registrant’s ability torecord, process, summarize and report financial data and have identified forthe registrant’s auditors any material weaknesses in internal controls; 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 Ihave indicated in this quarterly report whether there were significant changesin internal controls or in other factors that could significantly affectinternal controls subsequent to the date of our most recent evaluation, includingany corrective actions with regard to significant deficiencies and materialweaknesses.

 

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

 

 

4