SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 7)
Friendly Ice Cream Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
358497105
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(CUSIP Number)
Sardar Biglari
The Lion Fund, L.P.
9311 San Pedro Avenue, Suite 1440
San Antonio, Texas 78216
Telephone (210) 344-3400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 2, 2006
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 358497105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Lion Fund L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,008,688
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,008,688
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,008,688
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.73%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 358497105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Biglari Capital Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,008,688
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,008,688
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,008,688
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.73%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 358497105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Biglari, Sardar
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF,WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,008,688
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,008,688
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,008,688
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.73%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 358497105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Western Sizzlin Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,008,688
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,008,688
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,008,688
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.73%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 358497105
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Item 1. Security and Issuer.
No change.
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Item 2. Identity and Background.
No change.
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Item 3. Source and Amount of Funds or Other Consideration.
The total cost for the Shares that the Reporting Persons may be deemed
to beneficially own is $8,406,311.
The funds for the purchase of the Shares beneficially owned by the
Reporting Persons came from the working capital of the Lion Fund and WSC. In
addition, WSC established a line of credit from Branch Banking and Trust Company
of Virginia in the amount of $700,000 and used $695,000 of the line of credit to
pay off portions of margin loans that were used to purchase shares. Further, WSC
may conduct a rights offering of its shares to raise capital for purposes that
may include the purchase of additional shares of the Issuer (see Item 4 below).
No borrowed funds were used to purchase the Shares beneficially owned
by the Reporting Persons, other than any borrowed funds used for working capital
purposes (including certain leverage arrangements) in the ordinary course of
business.
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Item 4. Purpose of Transaction.
The Reporting Persons have consulted with the Chairman of the Board of
Directors and management of the Issuer concerning the business, operations and
future plans of the Issuer, and are seeking seats on the Board of Directors for
Mr. Sardar Biglari and Dr. Philip L. Cooley. The Reporting Persons are currently
seeking such seats through discussions with the Board of Directors and
management of the Issuer but may consider other means of obtaining such seats if
such discussions prove unsuccessful. The Reporting Persons continue to evaluate
the business prospects of the Issuer, as well as their present and future
intentions. The Reporting Persons may from time to time consult further with
management, with members of the Board of Directors, or with other shareholders
of the Issuer.
The Reporting Persons may effect transactions that would change the
number of shares they may be deemed to beneficially own. WSC may conduct a
rights offering of its shares for purposes that may include the purchase of
additional shares of the Issuer (see Item 3 above).
Except as set forth above, the Reporting Persons have no present plans
or intentions that would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
(a-e) As of the date hereof, each of the Reporting Persons may be
deemed to be the beneficial owner of 1,008,688 Shares or 12.73% of the Shares of
the Issuer, based upon the 7,924,758 Shares outstanding as of July 28, 2006,
according to the Issuer's most recent Form 10-Q.
Each of the Reporting Persons has the sole power to vote or direct the
vote of 0 Shares and the shared power to vote or direct the vote of 1,008,688
Shares.
Each of the Reporting Persons has the sole power to dispose or direct
the disposition of 0 Shares and the shared power to dispose or direct the
disposition of 1,008,688 Shares.
The trading date, number of Shares purchased and the price per share
for all transactions in the Shares since Amendment 5 to the Schedule 13D filed
by the Reporting Persons on September 25, 2006 are set forth in Exhibit B and
were effected in open market transactions.
The Reporting Persons specifically disclaim beneficial ownership in
the Shares reported herein except to the extent of their pecuniary interest
therein.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
No change.
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Item 7. Material to be Filed as Exhibits.
A. An agreement relating to the filing of a joint statement as
required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
B. A description of the transactions by the Reporting Persons since
Amendment 5 to the Schedule 13D filed by the Reporting Persons on September 25,
2006 is filed herewith as Exhibit B.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 6, 2006
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(Date)
THE LION FUND, L.P.
By: Biglari Capital Corp.,
General Partner
By: /s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
BIGLARI CAPITAL CORP.
By: /s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
SARDAR BIGLARI
/s/ Sardar Biglari
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WESTERN SIZZLIN CORP.
/s/ Robyn B. Mabe
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Robyn B. Mabe, Chief Financial Officer
Exhibit A
AGREEMENT
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The undersigned agree that this Amendment to the Schedule 13D dated
October 6, 2006, relating to the Common Stock par value $0.01 of Friendly Ice
Cream Corporation shall be filed on behalf of the undersigned.
October 6, 2006
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(Date)
THE LION FUND, L.P.
By: Biglari Capital Corp.,
General Partner
By: /s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
BIGLARI CAPITAL CORP.
By: /s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
SARDAR BIGLARI
/s/ Sardar Biglari
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WESTERN SIZZLIN CORP.
By: /s/ Robyn B. Mabe
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Robyn B. Mabe, Chief Financial Officer
Exhibit B
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Transactions in the Shares -- Lion Fund, BCC and Sardar Biglari
Date of Number of Shares Price Per
Transaction Purchase Share
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9/26/06 27,400 $10.15
9/27/06 1,000 $10.22
9/28/06 13,000 $10.16
10/3/06 11,500 $10.76
10/4/06 5,400 $10.62