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FILED PURSUANT TO RULE 424(b)(3) AND (c)
ON REGISTRATION #333-04725
SUPPLEMENT TO PROSPECTUS
DATED AUGUST 1, 1996
The Company's two Noah's New York Bagels area developers, Noah's Pacific,
L.L.C. and Noah's Bay Area Bagels, L.L.C., announced on August 5, 1996, that
they had notified the U.S. Food and Drug Administration that tests they had
commissioned by an independent laboratory indicated the presence of low levels
of a bacteria, Listeria monocytogenes, in lox trim supplied to the area
developers by a third party fish processor. The area developers sold the lox
products by the pound and used the lox trim in Noah's Lox Shmear and Noah's
Light Lox Shmear. The area developers are voluntarily recalling all lox
products received from this supplier. The recall affects the San Francisco,
Los Angeles, Sacramento, Portland and Seattle metropolitan areas. Consumption
of food with Listeria monocytogenes can cause listeriosis, a rare but
potentially serious disease. The Company does not believe that this occurrence
represents a significant health risk to the public. See "Risk Factors--Risks
Associated with the Food Service Industry."
The date of this Supplement is August 6, 1996.
