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Friendly Ice Cream Corporation (AMEX: FRN) today announced that it
intends to increase the size of its Board of Directors from five to
seven members. The Board is considering a number of highly qualified
individuals with experience in the hospitality industry who they believe
can bring substantial value to the Company.
The Board of Directors decided to offer one of the two additional seats
on the Board to a designee of the group of shareholders led by Sardar
Biglari (“Mr. Biglari”).
The board seat would provide Mr. Biglari with representation
approximately proportional to the group’s
ownership in the Company. The Board determined that while it desires to
add members with business expertise in areas in which the Company
operates, it is in the best interests of the shareholders to make Mr.
Biglari this offer to avoid a potentially contentious and expensive
proxy fight at a time when the Company is actively pursuing key
initiatives to improve shareholder value. In the event that Mr. Biglari
rejects the offer, the Board intends to fill both seats with highly
qualified candidates selected by the Board.
“Friendly’s is
firmly committed to serving the interests of all our shareholders,”
said Donald N. Smith, Chairman of the Board, “and
further distractions to our management team and employees will not serve
those interests.” Smith added that “we
believe adding highly qualified individuals to our Board of Directors
with experience in the hospitality industry will assist us in further
pursuing and developing our key strategic initiatives and is in the best
interests of the Company. We also believe that it is important to listen
to our shareholders. Mr. Biglari, together with his group, control
approximately 14.9% of the Company’s
outstanding shares, and we are open to their participation on our Board
proportional to their ownership.”
About Friendly Ice Cream Corporation
Friendly Ice Cream Corporation is a vertically integrated restaurant
company serving signature sandwiches, entrees and ice cream desserts in
a friendly, family environment in over 520 company and franchised
restaurants throughout the Northeast. The Company also manufactures ice
cream, which is distributed through more than 4,500 supermarkets and
other retail locations. With a 71-year operating history, Friendly's
enjoys strong brand recognition and is currently remodeling its
restaurants and introducing new products to grow its customer base.
Forward Looking Statements
Statements contained in this release that are not historical facts
constitute "forward looking statements" as that term is defined in the
Private Securities Litigation Reform Act of 1995. These statements
include statements relating to the anticipated contributions of any new
members of the Board of Directors and the impact of the Company's key
strategic initiatives. All forward looking statements are subject to
risks and uncertainties which could cause results to differ materially
from those anticipated. These factors include risks and uncertainties
arising from accounting adjustments, the Company's highly competitive
business environment, exposure to fluctuating commodity prices, risks
associated with the foodservice industry, the ability to retain and
attract new employees and directors, including a replacement chief
executive officer, new or changing government regulations, the Company's
high geographic concentration in the Northeast and its attendant weather
patterns, conditions needed to meet restaurant re-imaging and new
opening targets, the Company's ability to continue to develop and
implement its franchising program, the Company's ability to service its
debt and other obligations, the Company's ability to meet ongoing
financial covenants contained in the Company's debt instruments, loan
agreements, leases and other long-term commitments, unforeseen costs and
expenses associated with litigation, and costs associated with improved
service and other similar initiatives. Other factors that may cause
actual results to differ from the forward looking statements contained
herein and that may affect the Company's prospects in general are
included in the Company's other filings with the Securities and Exchange
Commission. As a result the Company can provide no assurance that its
future results will not be materially different from those projected.
The Company expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any such forward looking statement
to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is based.