Sardar Biglari Issues Statement; Lion Fund Group and Friendly Ice Cream Corp. Unable to Reach Agreement on Board Seats
03 1월 2007 - 8:17AM
PR Newswire (US)
ROANOKE, Va., Jan. 2 /PRNewswire-FirstCall/ -- Sardar Biglari,
Chairman of The Lion Fund, L.P. and Western Sizzlin Corp.
(OTC:WSZL) (BULLETIN BOARD: WSZL) , issued the following statement:
On September 20, 2006, we asked the Friendly Ice Cream Corp.
(AMEX:FRN) for two board seats in order for us to serve the best
interests of all shareholders. Two months later, on December 20,
2006, the company offered us two board seats with a major
restriction which would limit our ability to act in the best
interests of the company's stockholders. In light of the company's
poor performance and total disregard for proper corporate
governance, we cannot accept restrictions on our ability to hold
the existing board and its management accountable for the company's
performance. Nevertheless, on December 21, 2006, we informed the
company that we would accept its offer, but only if the board
agreed to place a binding management proposal on the 2007 annual
meeting agenda to declassify the board, that is, to make the
election of the entire board a yearly occurrence. This change would
represent a significant start towards improving the corporate
governance of the company and making the board answerable to the
stockholders, the true owners of the company. Research indicates
that a classified board diminishes the value of a company because
that system obstructs directors' accountability to shareholders.
Unfortunately, earlier today, the board rejected our recommendation
with no clear explanation of its refusal to declassify the
staggered board -- another marker of its poor business judgment.
The cost of an entrenched board is weighing heavily on Friendly's
value. If the board was concerned about acting in the best interest
of shareholders, it would have already acted on our previous
request to grant us two board seats without restrictions, or the
board would have accepted our recommendation to put the
declassification of the board to a binding shareholder proposal.
Either action would have avoided a costly and distracting proxy
battle, which as a last resort we are now forced to wage. We are
confident that stockholders will support constructive change when
we seek their votes in 2007 to elect our director nominees. No
rhetoric can overcome the record of this board. We own; we care.
THIS COMMUNICATION IS NOT A SOLICITATION OF A PROXY WHICH MAY BE
DONE ONLY PURSUANT TO A DEFINITIVE PROXY STATEMENT. STOCKHOLDERS
ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED
TO THE SOLICITATION OF PROXIES BY THE LION FUND L.P., BIGLARI
CAPITAL CORP., WESTERN SIZZLIN CORP., SARDAR BIGLARI AND PHILIP L.
COOLEY FROM THE SHAREHOLDERS OF FRIENDLY ICE CREAM CORPORATION, FOR
USE AT ITS 2007 ANNUAL MEETING OF STOCKHOLDERS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE
MAILED TO STOCKHOLDERS OF FRIENDLY ICE CREAM CORPORATION AND WILL
BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE AT http://www.sec.gov/. IN ADDITION, COPIES OF
THE PROXY STATEMENT AND OTHER DOCUMENTS WILL BE PROVIDED WITHOUT
CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO OUR
PROXY SOLICITOR, MORROW & CO., INC. AT ITS TOLL-FREE NUMBER
(800) 607-0088. THE PARTICIPANTS IN THE PROXY SOLICITATION ARE
ANTICIPATED TO BE THE LION FUND L.P., BIGLARI CAPITAL CORP.,
WESTERN SIZZLIN CORP., SARDAR BIGLARI AND PHILIP L. COOLEY (THE
"PARTICIPANTS"). INFORMATION REGARDING CERTAIN OF THE PARTICIPANTS,
INCLUDING THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS
OR OTHERWISE, IS CONTAINED IN THE SCHEDULE 13D FILED BY THEM WITH
THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2006 WITH
RESPECT TO FRIENDLY ICE CREAM CORPORATION, AS AMENDED, MOST
RECENTLY ON DECEMBER 18, 2006. THAT SCHEDULE 13D, AS AMENDED, IS
CURRENTLY AVAILABLE AT NO CHARGE ON THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE AT http://www.sec.gov/. AS OF JANUARY 2, 2007,
EACH OF THE PARTICIPANTS MAY BE DEEMED TO BENEFICIALLY OWN
1,182,388 SHARES OF COMMON STOCK OF FRIENDLY ICE CREAM CORPORATION.
EACH OF THE PARTICIPANTS DISCLAIMS BENEFICIAL OWNERSHIP OF SUCH
SHARES EXCEPT TO THE EXTENT OF HIS/ITS PECUNIARY INTEREST THEREIN.
DATASOURCE: Western Sizzlin Corp. CONTACT: Thomas Ball of Morrow
& Co., Inc., +1-203-658-9400; or Robyn B. Mabe, Chief Financial
Officer of Western Sizzlin Corp., +1-540-345-3195 Web site:
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