SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Information to be Included in Statements Filed Pursuant to Rule
13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FRIEDMAN’S, INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
358438109
(CUSIP Number)
KENNETH J. BARONSKY
MILBANK, TWEED, HADLEY & McCLOY LLP
601 S. FIGUEROA STREET, 30TH FLOOR
LOS ANGELES, CA 90017
TELEPHONE: 213-892-4333
(Name, address and telephone number of person authorized to receive notices and communications)
February 2, 2005
(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 which 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.
CUSIP No. 358438109
| (1) | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liberation Investments, L.P. |
|||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
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| (3) | SEC USE ONLY
|
|||
| (4) | SOURCE OF FUNDS
WC |
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| (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 PERSON WITH |
(7) SOLE VOTING POWER
0 (8) SHARED VOTING POWER
1,523,770 (9) SOLE DISPOSITIVE POWER
0 (10) SHARED DISPOSITIVE POWER
1,523,770 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,523,770 |
|||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3% (See Item 5(a)) |
|||
| (14) | TYPE OF REPORTING PERSON
PN |
Page 2
CUSIP No. 358438109
| (1) | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liberation Investments Ltd. |
|||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| (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
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH |
(7) SOLE VOTING POWER
0 (8) SHARED VOTING POWER
815,130 (9) SOLE DISPOSITIVE POWER
0 (10) SHARED DISPOSITIVE POWER
815,130 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
815,130 |
|||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% (See Item 5(a)) |
|||
| (14) | TYPE OF REPORTING PERSON
CO |
Page 3
CUSIP No. 358438109
| (1) | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liberation Investment Group LLC |
|||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| (3) | SEC USE ONLY
|
|||
| (4) | SOURCE OF FUNDS
N/A |
|||
| (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 PERSON WITH |
(7) SOLE VOTING POWER
0 (8) SHARED VOTING POWER
2,338,900 (9) SOLE DISPOSITIVE POWER
0 (10) SHARED DISPOSITIVE POWER
2,338,900 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,338,900 |
|||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3% (See Item 5(a)) |
|||
| (14) | TYPE OF REPORTING PERSON
OO, IA |
Page 4
CUSIP No. 358438109
| (1) | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Emanuel R. Pearlman |
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| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| (3) | SEC USE ONLY
|
|||
| (4) | SOURCE OF FUNDS
N/A |
|||
| (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 |
| NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH |
(7) SOLE VOTING POWER
0 (8) SHARED VOTING POWER
2,338,900 (9) SOLE DISPOSITIVE POWER
0 (10) SHARED DISPOSITIVE POWER
2,338,900 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,338,900 |
|||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3% (See Item 5(a)) |
|||
| (14) | TYPE OF REPORTING PERSON
IN, HC |
Page 5
INTRODUCTORY STATEMENT
This Amendment No. 1 (this “Amendment”) supplements, pursuant to Rule 13d-2(a), the Schedule 13D (the “Schedule 13D”) of Liberation Investments L.P., Liberation Investments Ltd., Liberation Investment Group LLC and Emanuel R. Pearlman, filed with the Securities and Exchange Commission on January 21, 2005. This Amendment relates to the Class A Common Stock (the “Class A Common Stock”) of Friedman’s, Inc. (the “Company”). The principal executive offices of the Company are located at 171 Crossroads Parkway, Savannah, GA 31422.
Item 4 is hereby amended and supplemented as follows:
| ITEM 4. | PURPOSE OF TRANSACTION. |
On February 2, 2005, the Reporting Persons delivered a proposal to the Company (the “Restructuring Term Sheet”), setting forth the proposed terms of a reorganization of the Company. Under the proposal both the existing Class A Stock and Class B Stock would be replaced by a single new class of Common Stock. In addition to the new Common Stock issued to existing Class A and Class B stockholders, the Company would offer existing stockholders the right to purchase on a pro rata basis up to $30 million of new Common Stock. The Reporting Persons have agreed to backstop the rights offering by agreeing to lead the purchase of the new Common Stock not otherwise purchased in the rights offering. The Restructuring Term Sheet also includes, among other things, a proposal to reorganize the Board of Directors of the Company. A copy of the Restructuring Term Sheet is attached to this Amendment as Exhibit 5 and is incorporated by reference herein.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit No. |
Title |
| The following exhibit is filed with this Amendment: | ||
| Exhibit 5. | Restructuring Term Sheet, delivered on February 2, 2005 | |
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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.
Dated: February 4, 2005
| LIBERATION INVESTMENTS, L.P. | ||
| By: |
Liberation Investment Group LLC, general partner | |
| By: | /s/ EMANUEL R. PEARLMAN | |
| Emanuel R. Pearlman | ||
| General Manager | ||
| LIBERATION INVESTMENTS LTD. | ||
| By: | /s/ EMANUEL R. PEARLMAN | |
| Emanuel R. Pearlman | ||
| Director | ||
| LIBERATION INVESTMENT GROUP LLC | ||
| By: | /s/ EMANUEL R. PEARLMAN | |
| Emanuel R. Pearlman | ||
| General Manager | ||
| EMANUEL R. PEARLMAN |
| /s/ EMANUEL R. PEARLMAN |
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