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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(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. 5)
Friedman's Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
358438109
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(CUSIP Number)
Joel Piassick
One Riverchase Parkway South
Birmingham, Alabama 35244
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 21, 2005
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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.
(*) 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).
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CUSIP No. 358438109
--------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Distressed Investment Master Fund, 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 EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,728,365
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,728,365
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,728,365
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14. TYPE OF REPORTING PERSON*
CO
2
CUSIP No. 358438109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Distressed Investment Offshore Manager, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
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
6,728,365
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,728,365
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,728,365
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14. TYPE OF REPORTING PERSON*
CO
3
CUSIP No. 358438109
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Investors, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
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
6,921,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,921,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,921,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.6%
14. TYPE OF REPORTING PERSON*
CO
4
CUSIP No. 358438109
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,921,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,921,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,921,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.6%
14. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 358438109
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond J. Harbert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,921,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,921,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,921,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.6%
14. TYPE OF REPORTING PERSON*
IN
6
CUSIP No. 358438109
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Luce
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,921,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,921,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,921,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.6%
14. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 358438109
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________________________________________________________________________________
Item 1. Security and Issuer.
No material change.
________________________________________________________________________________
Item 2. Identity and Background.
No material change.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
________________________________________________________________________________
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following:
"On September 21, 2005, the Master Fund and the Issuer entered into an
Investment Agreement, dated as of September 21, 2005 (the "Investment
Agreement"). See Item 6 of this Amendment No. 5 to Schedule 13D for
further information regarding the Investment Agreement which is
incorporated into this Item 4 by reference.
The Reporting Persons intend to continuously review their investment in
the Issuer and may in the future change their present course of action.
Depending upon a variety of factors, including, without limitation,
current and anticipated future trading prices of the Issuer's
securities, the financial condition, results of operations and
prospects of the Issuer and general economic, financial market and
industry conditions, the Reporting Persons may dispose of all or part
of its investment in the Issuer, in privately negotiated transactions
or otherwise. Any such transactions may occur at any time without prior
notice. Depending upon the foregoing factors and to the extent deemed
advisable in light of the Reporting Persons' general investment
guidelines, or other factors, the Reporting Persons may formulate other
purposes, plans or proposals with respect to the Issuer and its
securities. The foregoing is subject to change at any time, and there
can be no assurance that the Reporting Persons will take any of the
actions set forth above. These actions and other actions as described
in this Schedule 13D could result in any of the events or transactions
described in Item 4(a) through (j) of Schedule 13D."
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
No material change.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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CUSIP No. 358438109
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Item 6 is hereby amended by adding the following:
"On September 21, 2005, the Master Fund entered into an Investment
Agreement, between it and the Issuer, in its capacity as debtor and
debtor-in-possession. The Investment Agreement is subject to the
approval of the United Stated Bankruptcy Court for the Southern
District of Georgia, Savannah Division (the "Bankruptcy Court").
Under the Investment Agreement, upon the date of closing (the "Closing
Date"), the Master Fund will acquire from the reorganized Issuer (the
"Reorganized Debtor") 100% of the shares of the newly issued common
stock of the Reorganized Debtor in exchange for the Master Fund's
conversion of all its claims and interests to equity plus its
investment of approximately $25 million in cash in the Issuer in
furtherance of the Issuer's financial and operational restructuring
plan.
The Investment Agreement contains customary representations and
warranties and covenants, including an interim operating covenant that
prohibits the Issuer, until the earlier of the Closing Date and the
termination of the Investment Agreement, unless otherwise consented to
by the Master Fund in writing or otherwise permitted thereunder, from,
among other things, (i) assuming or rejecting certain material
contracts, (ii) acquiring any business or material amount assets of any
person, (iii) selling, exchanging, licensing or disposing of real
property, (iv) incurring any indebtedness or making loans, or (iv)
entering into any settlement or agreement with any governmental
investigatory or regulatory authority, or with Crescent Jewelers, a
California corporation.
Additionally, until the earlier of the Closing Date and the termination
of the Investment Agreement, the Issuer, its subsidiaries and its
representatives are not permitted to (i) solicit, initiate or take any
other action designed to solicit a proposal or offer for a
restructuring transaction or plan of reorganization or similar
transaction, (ii) participate in discussions or negotiations related
thereto, (iii) enter into a letter of intent or other agreement related
thereto, or (iv) furnish non-public information; provided, however,
that the Issuer may take such action described in clauses (ii), (iii)
and (iv) above subject to the terms of the Investment Agreement. Such
actions by the Issuer may allow the Master Fund to terminate the
Investment Agreement. The Investment Agreement may also be terminated
if the transaction has not taken place by December 31, 2005.
The Master Fund's investment obligations are subject to various
conditions precedent under the Investment Agreement, but all conditions
are waivable by the Master Fund except for conditions related to
approvals under the Hart-Scott-Rodino Antitrust Improvement Act of
1976, as amended, the requirement that no injunction be in effect and
obtaining all required consents and approvals, including the approval
of the Bankruptcy Court.
Subject to approval by the Bankruptcy Court, there are certain fees and
expenses payable to the Master Fund under the Investment Agreement. For
example, unless the Master Fund is in material breach of its
obligations under the Investment Agreement, following a termination of
the Investment Agreement by the Issuer or the Master Fund as a result
of (i) the Issuer's or the Issuer's Board of Director's entry into or
recommendation of an alternative proposal or (ii) the Issuer's
consummation of an alternative proposal within six months following
termination of the Investment Agreement under certain circumstances,
the Issuer will be required to pay the Master Fund a termination fee of
$5 million. In addition, if the
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CUSIP No. 358438109
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Master Fund terminates the Agreement following a willful, material
breach of the Investment Agreement by the Issuer, the Issuer will be
required to pay the Master Fund a termination fee of $3.5 million. If
the Investment Agreement is terminated for any reason other than by the
Issuer following a material breach by the Master Fund, the Issuer has
also agreed to reimburse the Master Fund for all of its reasonable
out-of-pocket costs and expenses on the terms described therein.
The foregoing descriptions are qualified in their entirety by reference
to the Investment Agreement, a copy of which is attached hereto as
Exhibit B and incorporated herein by reference."
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly.
Exhibit B: Investment Agreement, dated as of September 21, 2005, by and
between Friedman's Inc. and Harbert Distressed Investment
Master Fund, Ltd. (Incorporated herein by reference to Exhibit
2.1 to the Issuer's Current Report on Form 8-K filed on
September 28, 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.
Harbert Distressed Investment Master Fund, Ltd.
By: HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By:
/s/ Joel B. Piassick
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HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By:
/s/ Joel B. Piassick
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HMC Investors, L.L.C.
/s/ Joel B. Piassick
----------------------------------
/s/ Philip Falcone
----------------------------------
Philip Falcone
/s/ Raymond J. Harbert
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Raymond J. Harbert
/s/ Michael D. Luce
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Michael D. Luce
October 4, 2005
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
11