**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 September 30, 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 October 19, 2001** |
|-------------------------------|--------|-------------------------------------|
| Common Stock, $.01 par  value |   | 7,352,710 shares                    |

 

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**PART II — OTHER INFORMATION**

 

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

 

(a)   Exhibits

 

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

99.2 Certification ofPeriodic Report dated November 4, 2002 signed by Paul V. Hoagland.

 

(b)   No reporton Form 8-K was filed during the three months and nine months ended September30, 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:                            | 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 thisquarterly report on Form 10-Q/A of Friendly Ice Cream Corporation;

 

2.               Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

 

4.               The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a)              designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b)             evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

 

c)              presented in thisquarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.               The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)              all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b)             any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

 

6.               The registrant’s othercertifying officers and I have indicated in this quarterly report whether therewere significant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 
| 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 thisquarterly report on Form 10-Q/A of Friendly Ice Cream Corporation;

 

2.               Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

 

4.               The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a)              designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b)             evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

 

c)              presented in thisquarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.               The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)              all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b)             any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal 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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