AMERIKING INC, S-1/A, 1996-06-04

AMERIKING INC
S-1/A, 1996-06-04
EATING PLACES

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1996
333-04261

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
- -----------------------------------------------------------------------------

AMENDMENT NO. 1
TO
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- -----------------------------------------------------------------------------

AMERIKING, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 5812 36-3970707
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)
</TABLE>

AMERIKING, INC.
2215 ENTERPRISE DRIVE, SUITE 1502
WESTCHESTER, ILLINOIS 60154
(708) 947-2150
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
- -----------------------------------------------------------------------------

LAWRENCE E. JARO
AMERIKING, INC.
2215 ENTERPRISE DRIVE, SUITE 1502
WESTCHESTER, ILLINOIS 60154
(708) 947-2150
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
- -----------------------------------------------------------------------------

COPIES TO:

James B. Carlson, Esq. John T. Gaffney, Esq.
Mayer, Brown & Platt Cravath, Swaine & Moore
1675 Broadway Worldwide Plaza
New York, New York 10019 825 Eighth Avenue
(212) 506-2500 New York, New York 10019
(212) 474-1000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM AGGREGATE
TO BE REGISTERED OFFERING PRICE(1)(2) AMOUNT OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock ($.01 par value per share) $115,000,000 $39,655.17(3)
</TABLE>

- -----------------------------------------------------------------------------

(1) Includes $15,000,000 of shares of Common Stock issuable upon exercise
of an over-allotment option granted to the Underwriters by the Company
and certain stockholders of the Company.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933.

(3) Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

<PAGE>

AMERIKING, INC.
CROSS REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATION S-K

<TABLE>
<CAPTION>
ITEM AND HEADING OF FORM S-1 HEADING OR LOCATION IN PROSPECTUS
----------------------------------- --------------------------------------------------
<S> <C> <C>
1. Forepart of the Registration Facing Page of Registration Statement; Cross
Statement and Outside Front Cover Reference Sheet; Outside Front Cover Page of
Page of Prospectus ................ Prospectus

2. Inside Front and Outside Back Cover Inside Front and Outside Back Cover Page of
Pages of Prospectus ............... Prospectus

3. Summary Information and Risk
Factors ........................... Prospectus Summary; Risk Factors

4. Use of Proceeds .................... Prospectus Summary; Use of Proceeds

5. Determination of Offering Price ... Outside Front Cover Page of Prospectus; Risk
Factors; Underwriting

6. Dilution ........................... Dilution

7. Selling Security Holders ........... Principal and Selling Stockholders

8. Plan of Distribution ............... Outside and Inside Front Cover Pages of
Prospectus; Underwriting

9. Description of Securities to be Outside Front Cover Page of Prospectus; Dividend
Registered ........................ Policy; Description of Capital Stock; Shares
Eligible for Future Sale

10. Interest of Named Experts and
Counsel ........................... Legal Matters; Experts

11. Information with Respect to the Outside Front and Outside Back Cover Page of
Registrant ........................ Prospectus; Prospectus Summary; Risk Factors;
Dividend Policy; Dilution; Capitalization; Pro
Forma Consolidated Financial Statements; Selected
Consolidated Financial Information; Management's
Discussion and Analysis of Financial Condition and
Results of Operations; Business; Management;
Principal and Selling Stockholders; Description of
Capital Stock; Description of Certain
Indebtedness; Certain Transactions; Shares
Eligible for Future Sale; Underwriting; Experts;
Index to Consolidated Financial Statements

12. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities ................... Not Applicable
</TABLE>

<PAGE>

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: one to be
used in connection with an underwritten public offering in the United States
and Canada (the "U.S. Prospectus") and one to be used in a concurrent
underwritten public offering outside the United States and Canada (the
"International Prospectus"). The U.S. Prospectus and the International
Prospectus are identical except for the front and back cover pages. The form
of U.S. Prospectus is included herein and is followed by the alternate pages
to be used in the International Prospectus. The alternate pages for the
International Prospectus included herein are labeled "International
Prospectus--Alternate Pages." Final forms of each prospectus will be filed
with the Securities and Exchange Commission under Rule 424(b) under the
Securities Act of 1933.

<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

SUBJECT TO COMPLETION, DATED JUNE 4, 1996

PROSPECTUS

AMERIKING, INC.

COMMON STOCK

All of the shares of common stock (the "Common Stock") of AmeriKing, Inc.
(the "Company") offered hereby are being sold by the Company. Of the
shares of Common Stock offered hereby, a total of shares are being
offered hereby for sale in the United States and Canada (the "U.S. Offering")
by the U.S. Underwriters (as defined) and a total of shares are being
offered by the Managers (as defined) in a concurrent international offering
outside the United States and Canada (the "International Offering" and,
together with the U.S. Offering, the "Offerings").

Prior to the Offerings, there has been no public market for the Common
Stock. It is currently estimated that the initial public offering price will
be between $ and $ per share. See "Underwriting" for information
relating to the factors considered in determining the initial public offering
price.

Application has been made to have the Common Stock quoted on the Nasdaq
National Market under the symbol "AKNG."

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK
OFFERED HEREBY.

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<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS (1) COMPANY (2)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share $ $ $
Total (3) $100,000,000 $ $
- -------------------------------------------------------------------------------
</TABLE>

(1) For information regarding indemnification of the U.S. Underwriters and
the Managers, see "Underwriting."

(2) Before deducting expenses estimated at $ payable by the Company.

(3) The Company and certain stockholders of the Company have granted the
U.S. Underwriters a 30-day option to purchase up to additional
shares of Common Stock solely to cover over-allotments, if any. See
"Underwriting." If such option is exercised in full, the total Price to
Public, Underwriting Discounts and Commissions and Proceeds to Company
will be $ , $ and $ , respectively. The Company will not receive
any of the proceeds from the sale of Common Stock by the selling
stockholders. See "Underwriting" and "Principal and Selling
Stockholders."

The shares of Common Stock are being offered by the several U.S.
Underwriters named herein, subject to prior sale, when, as and if accepted by
them and subject to certain conditions. It is expected that certificates for
the shares of Common Stock offered hereby will be available for delivery on
or about , 1996, at the offices of Smith Barney Inc., 333 West 34th
Street, New York, New York 10001.

SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
EVEREN SECURITIES, INC.

[ ], 1996

<PAGE>

[MAP]

Burger King(Registered Trademark) is a registered trademark and service
mark and Whopper(Registered Trademark) is a registered trademark of Burger
King Brands, Inc., a wholly-owned subsidiary of Burger King Corporation.
Burger King Corporation is wholly-owned by Grand Metropolitan PLC.

Neither Burger King Corporation nor any of its subsidiaries or affiliates
is in any way participating in or approving the Offerings. All financial and
other information contained herein has been prepared by and is the sole
responsibility of the Company. For a full discussion of the Burger King
Corporation disclaimer, please see "Available Information."

IN CONNECTION WITH THE OFFERINGS, THE U.S. UNDERWRITERS AND MANAGERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE COMMON STOCK OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED
THROUGH THE NASDAQ NATIONAL MARKET, IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to and
should be read in conjunction with the more detailed information and
financial statements, including the notes thereto, appearing elsewhere in
this Prospectus. Unless otherwise indicated, the information in this
Prospectus (i) gives effect to the recapitalization of the Company's capital
stock which will occur in connection with the Offerings (the
"Recapitalization") and (ii) assumes that the over-allotment option granted
by the Company and certain selling stockholders to the U.S. Underwriters is
not exercised. References to a fiscal year refer in each case to the year
ended December 31, except that references to fiscal 1995 refer to the fiscal
year ended January 1, 1996. Unless the context indicates or requires
otherwise, references in this Prospectus to the "Company" or "AmeriKing" are
to AmeriKing, Inc. and its subsidiaries.

THE COMPANY

The Company is the leading independent Burger King franchisee in the
midwestern United States and management believes the Company is the second
largest Burger King franchisee in the United States. The Company was formed
in 1994 by a group consisting of former Burger King franchisees, former
Burger King Corporation ("BKC") executives and The Jordan Company to take
advantage of significant acquisition and related new restaurant development
opportunities within the growing Burger King system. Since its inception, the
Company has grown primarily through a series of nine acquisitions involving
the purchase of 175 Burger King restaurants. Currently, the Company operates
180 Burger King restaurants in the states of Illinois, Virginia, Indiana,
Colorado, Texas, Tennessee, Kentucky, Wisconsin, Ohio, North Carolina and
Georgia. Restaurant sales for fiscal 1995 were $139.6 million ($237.4 million
on a pro forma basis--see "Pro Forma Consolidated Financial Statements").

The Company's growth strategy consists of two principal components: (i)
strategic acquisitions of multi-restaurant Burger King operations in new and
existing markets and (ii) development of new Burger King restaurants in
markets in which the Company has established a presence. The Company
currently intends to acquire 40 Burger King restaurants in the Michigan
Acquisition (as described below) and plans to develop 16 new Burger King
restaurants in fiscal 1996 (four developed to date) and 34 new Burger King
restaurants in fiscal 1997.

Management believes that there are many attractive acquisition candidates
in the $8.4 billion Burger King system because of its significant size and
highly fragmented nature. According to information publicly filed by Grand
Metropolitan PLC ("GrandMet"), BKC's parent corporation, as of September 30,
1995 the Burger King system included approximately 8,000 restaurants
worldwide, of which approximately 91% were operated by approximately 1,500
independent franchisees. In addition, since September 30, 1991, the number of
restaurants in the Burger King system has grown by approximately 25%, with a
record number of 657 new restaurants added during the year ended September
30, 1995 (of which 32 were developed by BKC and 625 were developed by
independent franchisees). Management believes that the five largest
franchisees in the Burger King system operate less than 10% of all Burger
King restaurants.

The Company has and will continue to target acquisitions in geographic
markets which have potential for substantial new restaurant development.
Management believes that the underpenetration of the Burger King system
provides the Company with significant new development opportunities.
Moreover, management believes that the proven success of the Burger King
concept and the relative predictability of development costs and restaurant
profitability versus that of newer restaurant concepts substantially reduces
the Company's new restaurant development risk. For fiscal 1996, the Company
has budgeted approximately $350,000 for the development of each new Burger
King restaurant (exclusive of land acquisition and building costs, as the
Company leases each of its properties). For the 121 restaurants operated by
the Company for all of fiscal 1995, average restaurant sales and average
restaurant operating cash flow were approximately $1.1 million and $173,000,
respectively.

<PAGE>

The Company's operating strategy is to maximize restaurant level and
overall profitability. The Company implements this strategy from a revenue
perspective principally by engaging in activities and undertaking investments
designed to expand the Company's customer base and to increase sales volume.
The Company regularly reviews its restaurant properties for revenue-enhancing
opportunities (such as improvements in drive-thru efficiencies and the
addition or expansion of children's playground facilities) and when
appropriate implements such opportunities.

In addition, the Company tightly controls its operating costs at both the
restaurant and corporate levels and captures economies of scale throughout
its operations. The Company believes that the large number of restaurants
that it operates, combined with its sophisticated management information
systems, provide the Company with significant advantages over many other
quick-service restaurant operators particularly with respect to market
consistency and cost control. In addition, the Company believes that its size
and management information systems will continue to enhance profitability in
the future, providing the Company with significant cost saving opportunities
as it acquires and develops restaurants.

The Company's senior management has extensive experience in the Burger
King system as either former executives of BKC or as independent Burger King
franchisees. The top four members of the Company's senior management each
have over 10 years of experience, and in some cases more than 20 years of
experience, within the Burger King system in connection with the operation,
acquisition and development of Burger King restaurants. In addition, most of
the Company's regional managing directors, district managers and restaurant
managers have substantial experience within the Burger King system and/or the
quick-service restaurant industry.

BURGER KING CORPORATION

The Company believes that it benefits from its affiliation with BKC as a
result of, among other things, the widespread recognition of the Burger King
name and products, the size and market penetration of BKC's media budget
(which was approximately $200 million for its fiscal year ended September 30,
1995, according to LNA/Arbitron Multi-Media Service), BKC's overall
management of the Burger King concept, including new product development,
quality assurance and strategic planning, and the continuing growth of the
Burger King system.

BKC, an operating subsidiary of GrandMet, was founded in 1954 and is
currently the second largest restaurant franchisor in the world with
system-wide restaurant sales of $8.4 billion for its fiscal year ended
September 30, 1995. According to GrandMet, the Burger King system accounts
for approximately 19% of the domestic hamburger market, as compared to 41%
for McDonald's, 12% for Wendy's and 9% for Hardees. According to Technomic
Information Services, domestic revenues from hamburger and related sales
totaled approximately $37.6 billion in 1995.

THE MICHIGAN ACQUISITION

On May 11, 1996, the Company executed purchase agreements to acquire 40
Burger King restaurants in the Grand Rapids, Michigan area (the "Michigan
Acquisition") from a franchisee for an aggregate cash purchase price of $35.6
million. The Company plans to use a portion of the net proceeds from the
Offerings to fund the Michigan Acquisition. The Michigan Acquisition is
conditioned on, among other things, the consummation of the Offerings, BKC's
consent (described below) and standard closing conditions. As part of the
Michigan Acquisition, it is expected that the seller will enter into a
non-competition agreement and an agreement to assist the Company in
developing additional Burger King restaurant sites in the Michigan market. It
is anticipated that the key operating personnel of the restaurants acquired
in the Michigan Acquisition will be retained. Pursuant to the BKC franchise
agreement, acquisitions of Burger King restaurants, including those to be
acquired in the Michigan Acquisition, are subject to BKC's consent and right
of first refusal. See "Risk Factors--BKC Franchise Agreement Restrictions."
On May 20, 1996, the Company submitted to BKC the relevant documentation in
order to obtain BKC's consent for the Michigan Acquisition.

The Company was incorporated in the State of Delaware on August 17, 1994
as NRE Holdings, Inc. Its principal executive offices are located at 2215
Enterprise Drive, Suite 1502, Westchester, Illinois 60154, and its telephone
number is (708) 947-2150.

<PAGE>

THE OFFERINGS

COMMON STOCK OFFERED:
U.S. Offering .................... shares
International Offering ........... shares
--------
Total .......................... shares

Common Stock to be outstanding
after the Offerings ............... shares(1)

Use of proceeds .................... To fund the Michigan Acquisition
and reduce outstanding indebtedness.
See "Use of Proceeds."
Proposed Nasdaq National Market
Symbol ............................ AKNG

- ------------

(1) Excludes: an aggregate of shares of Common Stock reserved for
issuance under the Company's 1996 Stock Option Plan (the "Stock Option
Plan") and 195.32 shares of Common Stock issuable upon exercise of
options and warrants outstanding as of April 1, 1996. See
"Management--Stock Option Plan" and "Description of Capital Stock."

<PAGE>

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth certain historical financial and operating
data for the Company and restaurants formerly owned and operated by BKC (the
"BKC Restaurants") and entities controlled by certain members of the
Company's current management (the "Management Restaurants") (collectively the
"Initial Acquisitions") and certain pro forma financial and operating data
for the Company as of the dates and for the periods indicated. Prior to their
acquisition by the Company on September 2, 1994, the BKC Restaurants and the
Management Restaurants were not under common control or management. In
addition, restaurant contribution for the BKC Restaurants and the Management
Restaurants, which reflects restaurant sales net of restaurant operating
expenses, does not reflect all costs of operating the BKC Restaurants and
Management Restaurants. Accordingly, restaurant sales, restaurant operating
expenses and restaurant contribution may not be comparable to or indicative
of post-acquisition results. The following information should be read in
conjunction with the "Selected Consolidated Financial Information,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Pro Forma Consolidated Financial Statements," the Consolidated
Financial Statements of the Company and the notes thereto and the Historical
Schedules of Restaurant Contribution for the Initial Acquisitions and the
notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
THE INITIAL
ACQUISITIONS(1)(2)
--------------------------

JAN. 1, 1994
FISCAL THROUGH SEPT.
1993 1, 1994
--------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
INCOME STATEMENT DATA:
Restaurant sales .................... $82,895 $56,720
Restaurant operating expenses ....... 76,297 53,351
--------- ---------------
Restaurant contribution ............. $ 6,598 $ 3,369
========= ===============
General and administrative expenses .
Operating income ....................
Interest expense ....................
Other income (expense) ..............
Provision for income taxes ..........
Net income ..........................
SELECTED OPERATING DATA:
Restaurants open at end of period ... 82 82
Average sales per restaurant(7) ..... $ 1,011
Average restaurant operating cash
flow(7)(8) ......................... $ 106
Average restaurant operating cash
flow margin(7) ..................... 10.5%
SUPPLEMENTAL DATA: (9)(10)
Restaurant sales:
BKC Restaurants ..................... $70,667 $47,762
Management Restaurants:
Jaro restaurants ................... 10,115 7,400
Osborn restaurants ................. 2,113 1,558
--------- ---------------
Total for Initial Acquisitions ... $82,895 $56,720
========= ===============
Restaurant Operating Expenses:
BKC Restaurants ..................... $65,263 $45,257
Management Restaurants:
Jaro restaurants ................... 9,166 6,718
Osborn restaurants ................. 1,868 1,376
--------- ---------------
Total for Initial Acquisitions ... $76,297 $53,351
========= ===============
Restaurant Contribution:
BKC Restaurants ..................... $ 5,404 $ 2,505
Management Restaurants:
Jaro restaurants ................... 949 682
Osborn restaurants ................. 245 182
--------- ---------------
Total for Initial Acquisitions ... $ 6,598 $ 3,369
========= ===============
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
THE COMPANY
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FIRST QUARTER ENDED
------------------------------------
FISCAL 1995 APRIL 1, 1996
------------------------ -----------------------
SEPT. 2, 1994 PRO FORMA, PRO FORMA,
THROUGH DEC. AS MARCH 31, AS
31, 1994(3) ACTUAL ADJUSTED(4) 1995 ACTUAL ADJUSTED(4)
--------------- ---------- ------------ ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Restaurant sales .................... $33,931 $139,572 $237,389 $30,967 $43,103 $56,851
Restaurant operating expenses ....... 29,876 123,181 210,284 28,338 38,862 51,521
--------------- ---------- ------------ ----------- --------- ------------
Restaurant contribution ............. 4,055 16,391 27,105 2,629 4,241 5,330
General and administrative expenses . 1,374 5,904 7,704 1,203 1,932 2,218
--------------- ---------- ------------ ----------- --------- ------------
Operating income .................... 2,681 10,487 19,401 1,426 2,309 3,112
Interest expense .................... (1,925) (8,323) (6,515) (2,036) (2,742) (1,672)
Other income (expense) .............. (324) (437) (201) (87) (227) (101)
Provision for income taxes .......... 191 825 5,317 (333) (271) 549
--------------- ---------- ------------ ----------- --------- ------------
Net income .......................... $ 241 $ 902 $ 7,368(5) $ (364) $ (389) $ 790(6)
=============== ========== ============ =========== ========= ============
SELECTED OPERATING DATA:
Restaurants open at end of period ... 121 140 213 121 178 216
Average sales per restaurant(7) ..... $ 1,125 $ 1,147 $ 256 $ 263 $ 265
Average restaurant operating cash
flow(7)(8) ......................... $ 173 $ 175 $ 31 $ 36 $ 36
Average restaurant operating cash
flow margin(7) ..................... 15.4% 15.3% 12.1% 13.7% 13.6%
SUPPLEMENTAL DATA: (9)(10)
Restaurant sales:
BKC Restaurants .....................
Management Restaurants:
Jaro restaurants ...................
Osborn restaurants .................
Total for Initial Acquisitions ...
Restaurant Operating Expenses:
BKC Restaurants .....................
Management Restaurants:
Jaro restaurants ...................
Osborn restaurants .................
Total for Initial Acquisitions ...
Restaurant Contribution:
BKC Restaurants .....................
Management Restaurants:
Jaro restaurants ...................
Osborn restaurants .................
Total for Initial Acquisitions ...
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
AS OF APRIL 1, 1996
------------------------
PRO FORMA,
AS
ACTUAL ADJUSTED(11)
-------- -------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital
(deficiency) ............ $(17,400) $(15,151)
Total assets ............. 150,758 185,222
Long term debt and
capitalized leases ...... 115,961 76,228
Total stockholders' equity 8,354 86,454
</TABLE>

- ------------

(1) Reflects the combined historical financial results of the 68 BKC
Restaurants and the 14 Management Restaurants acquired by the Company
on September 2, 1994 for the indicated period during which the
restaurants were owned and operated by BKC and management-controlled
entities. The results of the Initial Acquisitions for fiscal 1993 and
the period from January 1, 1994 through September 1, 1994 may not be
reflective of the ongoing operations of the Company under its current
ownership structure.

(2) Due to the inability of the Company to determine certain expenses for
the Initial Acquisitions on a meaningful and consistent basis, net
income is not comparable and is not presented for the Initial
Acquisitions.

(3) Reflects the historical results of the Company, including the Initial
Acquisitions subsequent to their acquisition by the Company on
September 2, 1994. Also includes limited expenses of the Company during
the period August 17, 1994 (date of incorporation) to September 2,
1994, during which period the Company had no operations.

(4) Pro forma, as adjusted, to reflect (i) the 1995 Acquisitions (in the
case of fiscal 1995), (ii) the 1996 Acquisitions, (iii) the Michigan
Acquisition and (iv) the Offerings, including the application of the
estimated net proceeds therefrom, as if all such events occurred at the
beginning of the period. See "Use of Proceeds" and "Pro Forma
Consolidated Financial Statements."

(5) The fiscal 1995 pro forma income statement does not give effect to an
extraordinary pre-tax charge which the Company expects to accrue
immediately following the close of the Offerings. If such pre-tax
charge were taken at the beginning of fiscal 1995, such charge would
have been approximately $9,314 (approximately $5,495 on an after-tax
basis), consisting of (i) an approximate $2,240 (approximately $1,322
on an after-tax basis) write-off of deferred financing costs related to
the repayment of the Subordinated Debt, (ii) an approximate $3,624
(approximately $2,138 on an after-tax basis) write-off of deferred
financing costs related to the repayment of the existing Credit
Agreement and (iii) an approximate $3,450 (approximately $2,035 on an
after-tax basis) prepayment premium incurred in connection with the
repayment of the Subordinated Debt.

(6) The first quarter ended April 1, 1996 pro forma income statement does
not give effect to an extraordinary pre-tax charge which the Company
expects to accrue immediately following the close of the Offerings. If
such pre-tax charge were taken at the beginning of the first quarter
ended April 1, 1996, such charge would have been approximately $9,029
(approximately $5,327 on an after-tax basis), consisting of (i) an
approximate $2,082 (approximately $1,228 on an after-tax basis)
write-off of deferred financing costs related to the repayment of the
Subordinated Debt, (ii) an approximate $3,497 (approximately $2,064 on
an after-tax basis) write-off of deferred financing costs related to
the repayment of the existing Credit Agreement and (iii) an approximate
$3,450 (approximately $2,035 on an after-tax basis) prepayment premium
incurred in connection with the repayment of the Subordinated Debt.

(7) Reflects the results of only those restaurants operating for the entire
period.

(8) Restaurant operating cash flow includes restaurant sales less
restaurant operating expenses other than depreciation and amortization.
Restaurant operating cash flow should not be considered by a
prospective investor as an alternative to net income as a better
measure of the Company's operating performance or as an alternative to
cash flows as a better measure of liquidity.

(9) Sets forth for the Initial Acquisitions the components constituting
aggregate restaurant sales, restaurant operating expenses and
restaurant contribution for the indicated periods. See the Historical
Schedules of Restaurant Contribution with respect to the Initial
Acquisitions and the notes thereto.

(10) Jaro restaurants consist of the 11 Management Restaurants acquired from
entities owned or controlled by Lawrence Jaro, the Company's current
Chief Executive Officer and Chairman of the Company's Board of
Directors. Osborn restaurants consist of the three Management
Restaurants acquired from entities owned or controlled by William
Osborn, the current Vice-Chairman of the Company's Board of Directors.

(11) Pro forma, as adjusted, to give effect to (i) the Michigan Acquisition,
(ii) the refinancing of the BKC Note (as defined herein), (iii) the
establishment of the New Credit Facility (as defined herein), and
(iv) the Offerings and the application of the estimated net proceeds
therefrom, as if all such transactions had occurred at the end of
the period. See "Use of Proceeds," "Capitalization" and "Pro Forma
Consolidated Financial Statements."

<PAGE>

RISK FACTORS

Prospective purchasers of the Common Stock offered hereby should consider
carefully the following risk factors, in addition to the other information
set forth in this Prospectus, before purchasing any shares of Common Stock.

BKC FRANCHISE AGREEMENT RESTRICTIONS

The Company operates Burger King restaurants through its wholly owned
subsidiaries, each of which is party to a BKC franchise agreement. In
addition to the contractual restrictions imposed on the Company's
subsidiaries in the BKC franchise agreements, the Company and its
subsidiaries are also subject to certain restrictions imposed by current BKC
policies and procedures. These restrictions may have the effect of limiting
the Company's ability to pursue its business plan.

For example, part of the Company's business strategy is to expand its
operations through both the acquisition and development of Burger King
restaurants. Pursuant to current BKC policies and procedures applicable to
the Company, BKC's approval is required for the acquisition of Burger King
restaurants by the Company from other Burger King franchisees and the
development of new Burger King restaurants by the Company. Pursuant to the
BKC franchise agreements, BKC's approval is also required for the renewal of
existing franchise agreements. BKC's consent to such renewals, acquisitions
or development may be withheld in BKC's sole discretion. Within five years of
April 1, 1996, 26 of the Company's current 180 franchise agreements with BKC,
which generated $26.9 million in total restaurant sales in fiscal 1995, are
scheduled to expire. BKC may also condition its consent to any such renewal,
acquisition or development on the Company's agreement to take certain
actions, such as making capital expenditures on acquired restaurants,
providing information to BKC's management information systems, disposing of
certain acquired restaurants and maintaining specified financial ratios. For
example, in connection with one of the Company's acquisitions in 1995, the
Company renewed its commitment to sell up to 10 specified Burger King
restaurants in the Chicago market to a BKC designee on or prior to July 19,
1996. In the event the transaction is not consummated by that date, BKC has
the right to designate an alternative purchaser until such transaction is
completed. The Company believes that the sale of the 10 specified Burger King
restaurants will not have a material adverse effect on the Company's
financial condition or results of operations. In addition, BKC franchise
agreements provide BKC with a right of first refusal to purchase all Burger
King restaurants which franchisees wish to sell, including those restaurants
which are expected to be sold to the Company in the Michigan Acquisition.
Accordingly, no assurances can be made that BKC will (i) grant franchise
extensions to the Company with respect to the Company's existing Burger King
restaurants, (ii) consent to the Company's development of additional Burger
King restaurants, in each case without requiring the Company to incur
substantial costs or undertake certain other actions, if at all, or (iii) not
exercise its right of first refusal with respect to the sale of Burger King
restaurants that the Company seeks to acquire.

Current BKC policies and procedures also require the Company and each of
its subsidiaries which is a franchisee to seek BKC consent prior to making
certain changes to their capital structure and modifications to their
corporate governance documents, including changing the (i) description of the
Company or the relevant subsidiary franchisee's purpose or authorized
activities; (ii) designation of, or the procedures for designating, the
managing owner (the individual primarily in charge of implementing BKC
policies and procedures) or (iii) authority granted to the managing owner.
Current BKC policies and procedures also place certain restrictions on the
management structure of Burger King franchisees. For example, in the event
Messrs. Jaro or Osborn, who have been designated as managing owners under the
franchise agreements, were to terminate their relationships with the Company,
the Company would be required to seek BKC's approval to appoint a new
managing owner, who would, absent the consent of BKC, be approved by BKC and
be required to have a currently exercisable 5% voting interest in the Company
and to personally guaranty the Company's obligations to BKC. Absent BKC's
waiver of the 5% equity ownership and guarantee requirements, there can be no
assurance that the Company will be able to obtain successor managing owners,
which would cause the Company's subsidiaries to be in default of their
franchise agreements with BKC. Furthermore, pursuant to the terms of the BKC
Franchise Agreements, Messrs. Jaro, Osborn and Hubert, who are named as
owners under the franchisee

<PAGE>

agreements, may not sell, encumber or otherwise transfer any portion of their
equity interests in the Company without first obtaining the consent of BKC.
Should the Company, the managing owner, or owners fail to comply, as
applicable, with current BKC policies and procedures or any provision of
BKC's franchise agreements, BKC could, among other remedies, terminate its
franchise agreements with the Company's subsidiaries. In addition, BKC has
the right to terminate its franchise agreements with a franchisee if (i) the
franchisee or the managing owner is convicted of a crime punishable by a term
of imprisonment in excess of one year or (ii) the franchisee or the managing
owner or managing director engages in conduct that reflects unfavorably on
the franchisee or a Burger King system generally. Although not required under
its franchise agreements with BKC, the Company may also, as a practical
matter, be required to adopt price discount programs instituted by BKC which
could have a material adverse effect on the Company's financial condition and
results of operations.

Pursuant to the BKC franchise agreements, transfers or issuances by the
Company of its equity securities or transfers that result in a change of
control of the Company in connection with a public tender offer, require the
consent of BKC. If BKC were to object to any issuance or transfer by the
Company of its equity securities or transfers that result in a change of
control of the Company in connection with a public tender offer, BKC could
terminate its franchise agreements which would have a material adverse effect
on the Company's financial condition and results of operations. In addition,
the Company's financial flexibility and ability to issue equity securities in
connection with acquiring future Burger King restaurants could be limited by
BKC. Any such limitation would affect the Company's growth strategy and could
have a material adverse effect on the Company's financial condition and
results of operations.

In connection with the Offerings, the Company will be required to enter
into an agreement with BKC pursuant to which the Company will (i) indemnify
BKC for any claims against BKC arising out of the Offerings and (ii) agree
not to enter into any line of business which represents a competing
quick-service hamburger concept. See "Business--Franchise Agreements,"
"Description of Capital Stock--Anti- Takeover Effects of Delaware Law and the
BKC Franchise Agreements" and "Certain Transactions."

DEPENDENCE UPON BURGER KING CORPORATION

The Company's financial performance is directly related to the success of
the Burger King restaurant system, including the management and financial
condition of BKC as well as restaurants operated by other Burger King
franchisees. The inability of Burger King restaurants to compete effectively
with other quick-service restaurants would have a material adverse effect on
the Company's operations. The success of Burger King restaurants depends in
part on the effectiveness of BKC's marketing efforts, new product development
programs, quality assurance and other operational systems over which the
Company has no control. For example, adverse publicity involving BKC or one
or more Burger King franchisees could have an adverse effect on all Burger
King franchisees, including the Company. See "Business--Burger King
Corporation" and "--Competition."

RISKS OF EXPANSION AND DEVELOPMENT

The Company intends to expand rapidly in the future through the
acquisition and development of Burger King restaurants. This expansion could
significantly increase the number of restaurants operated by the Company. The
Company currently intends to acquire an additional 40 Burger King restaurants
in the Michigan Acquisition and to develop 16 new Burger King restaurants in
fiscal 1996 (four developed to date) and 34 new Burger King restaurants in
fiscal 1997. To date, the Company has had limited experience in the
development of Burger King restaurants and BKC exercises sole and absolute
discretion with respect to any development by its franchisees. The Company's
ability to achieve its expansion goals will depend on a number of factors,
including (i) the availability of existing franchises for sale and suitable
sites for new restaurant development, (ii) the availability of funds for
expansion, (iii) the consent of BKC, (iv) BKC not exercising its right of
first refusal on the sale of any franchise, (v) the hiring, training and
retention of skilled management and other restaurant personnel and (vi) the
ability to obtain the necessary governmental permits and approvals. No
assurances can be made that the Company's expansion plans will be achieved,
that a new restaurant will be operated profitably, that new restaurants
(particularly

<PAGE>

acquired restaurants) will be smoothly integrated into the Company's
operations, or that such expansion will not cannibalize sales at existing
Company restaurants located near newly opened restaurants. A substantial
portion of the Company's capital resources will be used for acquisitions and
development of Burger King restaurants. Consequently, the Company may require
additional debt or equity financing for future acquisitions, which additional
financing may not be available or, if available, may not be on terms that are
acceptable to the Company. In addition, the Credit Agreement contains, and
the New Credit Facility (described below) is likely to contain, restrictions
on, among other things, new acquisitions, capital expenditures and the
incurrence of additional indebtedness. Moreover, BKC may require that, as a
condition to approving a proposed restaurant acquisition or development
opportunity, the Company limit the amount of its proposed or future debt
financing. The failure to continue its expansion by acquisition or
development of restaurant sites could have a material adverse effect on the
Company's performance.

LIMITED OPERATING HISTORY

The Company was formed on August 17, 1994 and has a limited operating
history. The board of directors of the Company (the "Board of Directors") and
executive officers have overall responsibility for the management of the
Company. Although certain of the Company's executive officers and directors
have extensive experience in the acquisition, development and financing of
Burger King restaurants, and certain of the Company's directors have
extensive experience in the operation of Burger King restaurants, prior to
the commencement of the Company's operations, no executive officer of the
Company had significant experience in operating a business of the size and
geographic diversity of the Company.

HIGH LEVERAGE AND RELATED FINANCIAL AND OPERATING RESTRICTIONS

In connection with its acquisition of Burger King restaurants, the Company
incurred substantial indebtedness resulting in a highly leveraged capital
structure. The Company and National Restaurant Enterprises, Inc.
("Enterprises"), the Company's principal operating subsidiary and parent
corporation to the Company's other subsidiaries are parties to a Second
Amended and Restated Revolving Credit and Term Loan Agreement (the "Credit
Agreement"). At April 1, 1996, the Company had $127.9 million of long-term
debt outstanding, of which $89.0 million was outstanding under the Credit
Agreement. The Company is currently negotiating with a number of financial
institutions to obtain a new credit agreement (the "New Credit Facility")
which would replace the Credit Agreement and increase the Company's borrowing
capability by $50 million. A portion of the net proceeds of the Offerings,
together with borrowings under the New Credit Facility, will be used to repay
in full amounts outstanding under the Credit Agreement and other outstanding
Company indebtedness. See "Use of Proceeds." On a pro forma basis giving
effect to (i) the Michigan Acquisition, (ii) the borrowing of $80.2 million
under the New Credit Facility and (iii) the Offerings and the application of
the net proceeds thereof, the Company would have had $86.9 million of debt
and capital lease obligations outstanding at April 1, 1996. See
"Capitalization." The Company anticipates that it may require additional debt
financing for future acquisition and development activities resulting in a
more leveraged capital structure.

To date, a substantial portion of the Company's cash flow has been devoted
to debt service. The ability of the Company to make payments of principal and
interest on outstanding indebtedness will be largely dependent upon its
future performance. Failure to generate sufficient cash flow from operations
will limit the Company's ability to expand through additional restaurant
acquisitions and development and could limit the Company's ability to obtain
additional financing. In addition, under the terms of the Credit Agreement
and the likely terms of the New Credit Facility, the Company is required or
will be required to meet certain financial covenants on a regular basis,
including minimum cash flow, debt service and interest coverage ratios, and
is restricted in its ability to incur additional indebtedness, create
additional liens, invest further in certain of its subsidiaries, engage in
business activities other than the ownership and operation of Burger King
restaurants, dispose of certain of its assets or make capital expenditures
beyond a specified amount without obtaining the prior approval of the lenders
(the "Lenders"). If the Company is unable to generate sufficient cash flow or
otherwise obtain funds necessary to make required payments under the Credit
Agreement or the New Credit Facility, or if the Company

<PAGE>

fails to comply with the various other covenants or restrictions contained in
the Credit Agreement or the New Credit Facility, the Lenders would be able to
accelerate the maturity of all amounts borrowed under the Credit Agreement or
the New Credit Facility to be due and payable, together with accrued and
unpaid interest, if any. If the Company is unable to repay its indebtedness
to the Lenders, the Lenders could foreclose on substantially all of the
tangible operating assets of the Company. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources" and "Description of Certain Indebtedness--Credit
Agreement."

REGIONAL CONCENTRATION OF OPERATIONS

A substantial majority of the Company's Burger King restaurants are
located in the midwestern United States. Of the Company's 220 Burger King
restaurants (including the 40 restaurants to be acquired in the Michigan
Acquisition), 113 or 51.4% are located in the Chicago, Illinois area, thereby
exposing the Company to adverse developments in the Chicago region's economy,
weather conditions, and demographic and population changes. While the Company
intends to expand into other regions of the United States, no assurances can
be made that the current geographic concentration of the Company's business
will not have a material adverse effect on the Company's financial condition
and results of operations. See "Business--Restaurant Locations."

COMPETITION

The quick-service restaurant industry is intensely competitive with
respect to price, product quality, variety and taste, speed of service,
convenience of location and restaurant cleanliness and upkeep. In each of its
markets, the Company's Burger King restaurants compete with large national
quick-service chains, some of which have greater financial and other
resources than the Company. In particular, McDonald's, Wendy's and Hardees
are the Company's principal competitors. The Company's Burger King
restaurants also compete against locally-owned restaurants offering
low-priced menus and quick-service. To a lesser degree, the Company also
competes against quick-service chains offering alternative menus such as Taco
Bell, Pizza Hut and Kentucky Fried Chicken as well as convenience stores and
grocery stores that offer menu items comparable to that of Burger King
restaurants. To the extent that a competitor of the Company offers items
which are better priced, more appealing to consumer tastes or if such
competitor increases the number of restaurants it operates in one of the
Company's targeted markets, this could have a material adverse effect on the
Company's financial condition and results of operations. See "Business--
Competition."

In addition, the Company faces competition in its expansion plans. The
Company's potential competitors in acquiring and developing Burger King
restaurants include BKC, which (i) has exercised its right of first refusal
with respect to previously proposed restaurant sales, (ii) controls the areas
in which new Burger King restaurant sites can be developed and (iii) may
impose, as a condition to its consent to any proposed acquisition or
development opportunity, conditions, limitations or other restrictions on the
Company and its activities. BKC has substantially greater financial resources
than the Company to fund acquisitions and restaurant development. There can
be no assurance that BKC will not (i) exercise its right of first refusal
with respect to future restaurant acquisitions by the Company, (ii) limit the
areas in which the Company may develop restaurants or (iii) impose
significant or unacceptable conditions, limitations or other restrictions on
the Company and its activities. Other potential competitors in acquiring and
developing Burger King restaurants include other investors and existing
Burger King franchisees. The Company also competes with other quick-service
restaurant operators and developers for the most desirable site locations.
Many of the Company's competitors may have greater financial resources than
the Company to finance acquisition and development opportunities or may be
willing to pay higher prices for the same opportunities. See
"Business--Competition."

<PAGE>

DEPENDENCE UPON SENIOR MANAGEMENT

The Company is dependent on the personal efforts, relationships and
abilities of its senior management team. The loss of services of any of these
individuals would have a material adverse effect on the future performance of
the Company. In addition, pursuant to the terms of BKC's franchise
agreements, the Company must receive BKC's consent prior to replacing its
managing owners (Messrs. Jaro and Osborn). In addition, Messrs. Jaro, Osborn
and Hubert are personally liable to BKC for the Company's obligations under
each of its franchise agreements and leases with BKC as the lessor. To the
extent BKC requires the Company's senior management to continue to guarantee
such obligations, it may be more difficult for the Company to retain such
executives or replace these executives in the future with other qualified
individuals. The Company believes that its success is dependent on its
ability to attract and retain additional qualified employees, and the failure
to recruit such other skilled personnel could have a material adverse effect
on the Company's financial condition and results of operations. See
"Business-- Employees," "--Franchise Agreements" and "Management--Employment
Agreements."

CONTROL BY PRINCIPAL AND SELLING STOCKHOLDERS

The Company's executive officers and directors (and their respective
affiliates, including The Jordan Company) will beneficially own an aggregate
of % of the Company's outstanding shares of Common Stock after the
Offerings ( % if the Underwriter's over-allotment option is exercised in
full). Such stockholders, if voting together, will have sufficient voting
power to elect the entire Board of Directors, exercise control over the
business, policies and affairs of the Company and, in general, determine the
outcome of any corporate transaction or other matters submitted to the
stockholders for approval such as (i) any amendment to the amended and
restated certificate of incorporation of the Company (the "Certificate of
Incorporation"), (ii) any merger, consolidation, sale of all or substantially
all of the assets of the Company, and (iii) any "going private" transaction,
and prevent or cause a change of control of the Company, all of which may
adversely affect the Company and its stockholders. See "Principal and Selling
Stockholders."

GOVERNMENT REGULATION

The restaurant business is subject to extensive laws and regulations
relating to the development and operation of restaurants, including zoning,
the preparation and sale of food and employer/employee relationships. Any
substantial increases in the minimum wage (including those currently under
consideration in Congress) or mandatory health care coverage could adversely
affect the Company's financial condition and results of operations.
Violations of zoning or building codes or regulations could delay new
restaurant openings or the acquisition of existing restaurants. See
"Business--Government Regulation."

FACTORS AFFECTING OPERATIONS

A number of factors beyond the control of the Company may affect sales and
profitability of the Company, including, among other things, the strength of
regional economies where the Company operates, weather, gas prices and public
health concerns regarding certain foods served at quick-service restaurants.
Severe weather conditions in some of the Company's principal markets, such as
Chicago, Illinois, may have a negative impact on customer traffic, sales and
restaurant contribution. An economic downturn in any of the Company's
regional markets may also have a similar effect.

ANTI-TAKEOVER PROVISIONS

Certain provisions of the Certificate of Incorporation, the Company's
amended and restated bylaws (the "Bylaws"), the General Corporation Law of
the State of Delaware ("Delaware Corporation Law"), the BKC franchise
agreements and BKC policies and procedures may delay, discourage or prevent a
change in control of the Company. Such provisions may also discourage bids
for the Common Stock at a premium over the market price of the Common Stock
and may adversely affect the market price and the voting and other rights of
the holders of Common Stock. In addition, the Board of Directors has the
authority without action by the Company's stockholders to fix the rights,
privileges and preferences of and

<PAGE>

to issue shares of the Company's preferred stock, $.01 par value per share
(the "Preferred Stock"), which may have the effect of delaying, deterring or
preventing a change in control of the Company. The Company's Bylaws also
impose various procedural and other requirements that could make it more
difficult for stockholders to effect certain corporate actions. See
"Business--Franchise Agreements," "Description of Capital Stock--Certificate
of Incorporation and Bylaws" and "--Anti-Takeover Effects of Delaware
Corporation Law and the BKC Franchise Agreements."

LACK OF PRIOR PUBLIC MARKET FOR COMMON STOCK

Prior to the Offerings, there has been no public market for the Common
Stock. The Company has applied for listing on the Nasdaq National Market
under the trading symbol "AKNG." There can be no assurance, however, that an
active public market will develop for the Common Stock. The initial public
offering price will be determined through negotiations between the Company
and the Representatives (as hereinafter defined) of the U.S. Underwriters and
the Managers, and may not be indicative of the market price of the Common
Stock after the completion of the Offerings.

The market price of the Common Stock after the completion of the Offerings
could be subject to significant fluctuations in response to variations in the
Company's quarterly operating results and other factors. In addition, the
stock market in recent years has experienced broad price and volume
fluctuations which often have been unrelated to the operating performance of
companies. These broad fluctuations may also adversely affect the market
price of the Common Stock. See "Underwriting."

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS

After the completion of the Offerings, shares of Common Stock will be
outstanding. Of such shares, only the shares sold pursuant to the Offerings
will be tradeable without restriction by persons other than "affiliates" of
the Company. The remaining shares of Common Stock outstanding after the
Offerings will be "restricted securities" within the meaning of Rule 144
under the Securities Act of 1933, as amended (the "Securities Act"), and may
not be publicly resold, except in compliance with the registration
requirements of the Securities Act or pursuant to an exemption from
registration, including that provided by Rule 144 promulgated under the
Securities Act. No prediction can be made as to the effect, if any, that
future sales of shares, or the availability of shares for future sale, will
have on the market price of the Common Stock prevailing from time to time.
Sales of substantial amounts of Common Stock, or the perception that such
sales could occur, could adversely affect the prevailing market price of the
Common Stock.

The Company, the directors and executive officers of the Company, and each
holder of capital stock of the Company immediately prior to the Offerings
(including holders of options and warrants exercisable into shares of Common
Stock) have agreed that, for a period of 180 days after the date of this
Prospectus, they will not, without the prior written consent of Smith Barney
Inc., offer, sell, contract to sell or otherwise dispose of any Common Stock
or securities convertible, exercisable or exchangeable for Common Stock or
grant any options or warrants to purchase Common Stock, subject to certain
exceptions. Upon expiration of the 180-day period, shares of Common Stock
will be eligible for immediate resale without restriction under the
Securities Act, subject to certain volume, timing and other requirements of
Rule 144 promulgated under the Securities Act. The Company intends to file a
Registration Statement on Form S-8 immediately following the Offerings to
register under the Securities Act an aggregate of shares of Common Stock
covered by the Stock Option Plan. See "Management--Stock Option Plan." In
addition, all stockholders of the Company prior to the Offerings are entitled
to incidental registration rights with respect to 1,123.62 shares of Common
Stock and certain stockholders of the Company are entitled to demand
registration rights with respect to 461.07 shares of Common Stock. After the
expiration of the 180-day period, such holders may choose to exercise such
rights, which could result in a large number of shares being sold in the
public market and could have an adverse effect on the market price for the
Common Stock. See "Description of Capital Stock--Registration Rights" and
"Shares Eligible for Future Sale."

<PAGE>

SUBSTANTIAL DILUTION

Based on an initial public offering price of $ (the midpoint of the
price range set forth on the cover of this Prospectus), purchasers of the
Common Stock offered hereby will experience substantial dilution in the net
tangible book value per share of Common Stock of $ . In addition, as of the
date of this Prospectus, the Company had granted warrants and options to
purchase an aggregate of 195.32 shares of Common Stock, of which warrants and
options to purchase 189.70 shares of Common Stock are immediately
exercisable. If such warrants and options are exercised in full, purchasers
of the Common Stock offered hereby would experience dilution in the net
tangible book value per share of Common Stock of $ . See "Dilution."

ABSENCE OF DIVIDENDS

The Company has never declared or paid any dividends on the Common Stock
and does not anticipate paying any cash dividends on the Common Stock in the
foreseeable future. In addition, the Company's existing and future loan and
financing documents will likely restrict the Company's ability to pay
dividends. See "Dividend Policy" and "Description of Certain Indebtedness."

<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the Offerings are estimated to be
approximately $91.5 million (approximately $ million if the U.S.
Underwriters' over-allotment option is exercised in full) after deducting
estimated underwriting discounts and expenses of the Offerings payable by the
Company of $8.5 million. The net proceeds from the Offerings, combined with
borrowings under the New Credit Facility, will be used (i) to finance the
Michigan Acquisition, (ii) to repay borrowings under the Credit Agreement,
(iii) to repay the Senior Subordinated Notes (including a prepayment
penalty), the Subordinated Notes, the BBI Note and the Seller Notes (each as
hereinafter defined and collectively referred to herein as the "Subordinated
Debt") and (iv) to redeem all of the shares of the various classes of the
Company's preferred stock issued and outstanding prior to the
Recapitalization (collectively, the "Original Preferred Stock"). Affiliates
of the Company will receive a portion of the proceeds from the Offerings. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources," "Business," "Certain
Transactions," "Description of Certain Indebtedness," "Description of Capital
Stock--The Recapitalization" and "Summary--The Michigan Acquisition."

The following table sets forth an estimated breakdown of the sources and
uses of funds, assuming a closing had taken place on April 1, 1996.

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
SOURCES OF FUNDS:
Offerings (net proceeds) ....................... $ 91,500
Borrowings under New Credit Facility ........... 80,163
--------------
Total Sources ................................ $171,663
==============

USES OF FUNDS:
Finance Michigan Acquisition ................... $ 36,774(1)
Repay Credit Agreement Borrowings .............. 89,000(2)
Prepay Subordinated Debt (including a
prepayment penalty of $3,450) ................... 34,450(3)
Redeem Original Preferred Stock ................ 8,184
Financing costs related to the New Credit
Facility ...................................... 1,750
Accrued Interest (at April 1, 1996) ............ 1,505
--------------
Total Uses ................................... $171,663
==============
</TABLE>

(1) Reflects a $35,600 purchase price plus (i) a $640 estimated working
capital adjustment and (ii) $534 in estimated transaction expenses.
See "Business-- Business Strategy--Growth by Acquisition" and the
Pro Forma Consolidated Financial Statements and the notes thereto
included in this Prospectus.

(2) Credit Agreement borrowings consist of (i) two term loans, $45,000
principal amount of term loans ("Term Loan A") which mature on January
31, 2002, and $40,000 principal amount of term loans ("Term Loan B")
which mature on January 31, 2004, and (ii) $4,000 principal amount of
revolving credit loans which mature on January 31, 2002. As of April 1,
1996, the weighted average interest rate with respect to all Credit
Agreement borrowings was 8.36%. See "Description of Certain
Indebtedness."

(3) Subordinated Debt consists of: (i) $15,000 principal amount of Senior
Subordinated Notes bearing interest at a rate of 12.5% per annum with a
scheduled maturity of January 31, 2005; (ii) $11,000 principal amount
of Subordinated Notes bearing interest at a rate of 12.75% per annum
with a scheduled maturity of August 31, 2005; (iii) a $3,450 prepayment
premium to be paid in connection with the repayment of the Senior
Subordinated Notes; (iv) a $600 principal amount BBI Note bearing
interest at a rate of 6% per annum with a scheduled maturity of March
31, 2005; and (v) $4,400 principal amount of Seller Notes bearing
interest at a rate of 12.75% per annum with a scheduled maturity of
August 31, 2005. See "Description of Certain Indebtedness".

<PAGE>

DIVIDEND POLICY

The Company has never declared or paid any dividends on its capital stock.
Enterprises has paid dividends to the Company from time to time in order to
permit the Company to pay interest on the Subordinated Notes, which the
Company intends to repay in full with the net proceeds of the Offerings. The
Company does not anticipate paying any dividends on the Common Stock in the
foreseeable future and intends to retain all available funds for use in the
operation and development of its business. The Board of Directors intends to
review the Company's dividend policy from time to time. Any payment of
dividends in the future will be at the discretion of the Board of Directors
and will be dependent on the earnings and financial requirements of the
Company and other factors, including the restrictions imposed by the Delaware
Corporation Law on the payment of dividends, covenants restricting the
payment of dividends in existing and future loan and financing documents, and
such other factors as the Board of Directors deems relevant.

DILUTION

As of April 1, 1996, the net tangible book value of the Company was
$(107.2) million or $ per share. Net tangible book value per share is
defined as the total book value of tangible assets of the Company, less total
liabilities, divided by the number of shares of Common Stock outstanding.
After giving effect to: (i) the sale of shares of Common Stock offered
hereby at an assumed initial public offering price of $ per share (the
midpoint of the price range set forth on the cover of this Prospectus and
after deducting estimated underwriting discounts and expenses of the
Offerings); and (ii) the Michigan Acquisition, the refinancing of the BKC Note,
and the establishment of the New Credit Facility, the pro forma net tangible
book value of the Company as of April 1, 1996 would have been $(54.8) million
or $ per share, representing an immediate increase in net tangible book
value of $ per share to the existing stockholders and an immediate dilution
to new stockholders of $ per share. The following table illustrates the
dilution per share to new stockholders:

<TABLE>
<CAPTION>
PER SHARE
-------------
<S> <C> <C>
Initial public offering price .................................. $
Deficit in net tangible book value ............................ $
Net increase in net tangible book value attributable to the
Offerings ....................................................
----------
Pro forma net tangible book value after the Offerings .........
-------------
Dilution to new investors ......................................
=============
</TABLE>

The following table summarizes, on a pro forma basis as of April 1, 1996,
the difference between (i) the number of shares of Common Stock which the
existing stockholders acquired since the Company's inception or which they
have a right to acquire within 60 days after the date of this Prospectus;
(ii) the number of shares of Common Stock purchased from the Company by new
investors in the Offerings; (iii) the total cash consideration paid by
existing stockholders and the new investors; and (iv) the average purchase
price per share paid by existing stockholders and the new investors (before
deducting the underwriting discounts and commissions and expenses of the
Offerings):

<TABLE>
<CAPTION>
AVERAGE PRICE
SHARES PURCHASED TOTAL CONSIDERATION PER SHARE
----------------------- ----------------------- -------------
NUMBER PERCENT AMOUNT PERCENT
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Existing stockholders (1) ... % % $
New stockholders .............
---------- ----------- ---------- -----------
Total .................... % % %
========== =========== ========== ===========
</TABLE>

- ------------

(1) Does not include shares of Common Stock reserved for issuance under
the Company's Stock Option Plan and 195.32 shares of Common Stock
issuable upon the exercise of options and warrants outstanding as of
April 1, 1996. See "Management--Stock Option Plan."

<PAGE>

CAPITALIZATION

The following table sets forth as of April 1, 1996, (i) the historical
consolidated capitalization of the Company and (ii) the pro forma
consolidated capitalization after giving effect to the Michigan Acquisition,
the refinancing of the BKC Note, the establishment of the New Credit Facility
and the Offerings and the application of the estimated net proceeds therefrom as
described in "Use of Proceeds." This table should be read in conjunction with
the Consolidated Financial Statements and notes thereto included elsewhere in
this Prospectus.

<TABLE>
<CAPTION>
APRIL 1, 1996
---------------------------
PRO FORMA, AS
ACTUAL(1) ADJUSTED(2)
---------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Current portion of long-term debt and capital leases $ 12,231 $ 10,622
========== ===============
Long-term debt--less current portion:
Borrowings under the Credit Agreement .............. $ 83,100
Borrowings under New Credit Facility ............... $ 68,264
Subordinated Debt .................................. 31,000
Other long-term debt ............................... 1,712 7,815
---------- ---------------
Total long-term debt--less current portion ...... 115,812 76,079

Other long-term liabilities .......................... 149 149
Total long-term debt ................................. 115,961 76,228
---------- ---------------

Stockholders' equity:
Preferred Stock(3) .................................
Common Stock(4) .................................... 91,500
Non-Voting Common Stock ............................
Additional paid-in capital ......................... 7,600 100
Retained earnings (deficit) ........................ 754 (5,146)
---------- ---------------
Total stockholders' equity ....................... 8,354 86,454
---------- ---------------
Total capitalization ........................... $124,315 $162,682
========== ===============
</TABLE>
- ------------
(1) Historical capitalization of the Company as of April 1, 1996.

(2) Gives effect to the Michigan Acquisition, the refinancing of the BKC
Note, the establishment of the New Credit Facility and the Offerings and
the application of the estimated net proceeds therefrom, as if each had
occurred as of April 1, 1996. For information relating to the pro forma
assumptions and adjustments, see "Pro Forma Consolidated Financial
Statements" and the notes thereto included in this Prospectus.

(3) Due to rounding, the "Actual" column does not reflect the Company's
outstanding Original Preferred Stock with a total par value of seventy
five dollars, which will be redeemed in full with a portion of the net
proceeds of the Offerings. See "Use of Proceeds" and "Description of
Capital Stock--The Recapitalization."

(4) Due to rounding, the "Actual" column does not reflect the Company's
outstanding common stock with a total par value of ten dollars. The
"Pro Forma, as Adjusted" column currently reflects the anticipated net
proceeds of the Offerings.

<PAGE>

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The pro forma consolidated income statement of the Company for fiscal 1995
gives effect to each of the following transactions as if each had occurred on
January 1, 1995: (i) the Company's acquisition of a total of 18 restaurants
from BKC and two existing Burger King franchisees in three transactions, one
in September 1995, one in October 1995 and one in November 1995, including
five restaurants in Colorado, nine in Tennessee, two in Illinois and two in
Georgia (collectively, the "1995 Acquisitions"); (ii) the Company's
acquisition of a total of 36 restaurants from two existing Burger King
franchisees in two transactions in February 1996, including 21 restaurants in
Virginia, three in North Carolina, seven in Kentucky, three in Ohio and two
in Indiana (collectively, the "1996 Acquisitions"); (iii) the refinancing of the
BKC Note; (iv) the establishment of the New Credit Facility; (v) the Michigan
Acquisition; and (vi) the completion of the Offerings and the application of
the estimated net proceeds therefrom as described in "Use of Proceeds." The
pro forma consolidated income statement for the first quarter ended April 1,
1996 and the pro forma consolidated balance sheet as of April 1, 1996 give
effect to each of the following transactions as if each had occurred on
January 2, 1996 (in the case of the income statement) or April 1, 1996 (in
the case of the balance sheet): (i) the 1996 Acquisitions (in the case of the
income statement); (ii) the refinancing of the BKC Note; (iii) the establishment
of the New Credit Facility; (iv) the Michigan Acquisition; and (v) the
completion of the Offerings and the application of the estimated net proceeds
therefrom as further described in "Use of Proceeds."

Subject to certain conditions, the Company has executed purchase
agreements to acquire 40 restaurants in the Grand Rapids, Michigan area in
the Michigan Acquisition for an aggregate cash purchase price (including a
working capital adjustment and estimated transaction costs) of approximately
$36.8 million. The Company anticipates that it will consummate the Michigan
Acquisition concurrently with the completion of the Offerings and that a portion
of the net proceeds of the Offerings will be used to fund the Michigan
Acquisition. See "Summary--The Michigan Acquisition." The Michigan Acquisition
is accounted for in the pro forma financial statements under the purchase method
of accounting. The total purchase price is allocated to tangible and
identifiable intangible assets and liabilities based on management's estimate of
their fair values with the excess of cost over the fair value of the net assets
acquired allocated to
goodwill. The actual assigned values for the acquired assets are estimated
and may be adjusted in the future in the event the Michigan Acquisition is
consummated.

The Company believes that the assumptions used in the pro forma financial
statements provide a reasonable basis on which to present the statements. The
pro forma financial statements are provided for information purposes only and
should not be construed to be indicative of the Company's results of
operations or financial position had the Offerings and the other events
described below been consummated on or as of the dates assumed, and are not
intended to project the Company's results of operations or its financial
position for any future period or as of any future date. The Pro Forma
Consolidated Financial Statements of the Company and accompanying notes
should be read in conjunction with the Historical Schedules of Restaurant
Contribution and the notes thereto and the audited Consolidated Financial
Statements of the Company and the notes thereto, each included elsewhere in
this Prospectus.

<PAGE>

PRO FORMA CONSOLIDATED INCOME STATEMENT
FOR FISCAL 1995

<TABLE>
<CAPTION>
ADJUSTMENTS
---------------------------------------------
1995 1996 1995 AND 1996
ACQUISITIONS ACQUISITIONS ACQUISITIONS
ACTUAL (1) (2) ADJUSTMENTS
-------- -------------- -------------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Restaurant sales ........ $139,572 $14,399 $41,721 $
Restaurant operating
expenses:
Cost of sales .......... 44,798 4,846 13,116
Restaurant labor and
related costs ......... 34,526 4,037 10,254
Depreciation and
amortization .......... 4,927 321 436 1,381 (4)
Occupancy and other
operating expenses ... 38,930 3,834 12,393 (1,500)(5)
(241)(6)
-------- -------------- -------------- -------------
Total restaurant
operating expenses .. 123,181 13,038 36,199 (360)
-------- -------------- -------------- -------------

Restaurant contribution 16,391 1,361 5,522 360

General and
administrative expenses 5,904 926 (7)
231 (8)
130 (9)
-------- -------------- -------------- -------------
Operating income ...... 10,487 1,361(11) 5,522(11) (927)
Other income (expense):
Interest expense ....... (8,323) (4,210)(12)
Amortization of
deferred costs ........ (511) (367)(15)
Other income (expense),
net ................... 74
-------- -------------- -------------- -------------
Total other income
(expense), net ....... (8,760) (4,577)
-------- -------------- -------------- -------------
Income before income
taxes .................. 1,727 1,361(11) 5,522(11) (5,504)
Provision for income
taxes .................. 825 565 (17)
-------- -------------- -------------- -------------
Net income .............. $ 902 $ 1,361(11) $ 5,522(11) $(6,069)
======== ============== ============== =============
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
ADJUSTMENTS
---------------------------------------
MICHIGAN MICHIGAN
PRO FORMA ACQUISITION ACQUISITION OFFERINGS PRO FORMA, AS
SUBTOTAL (3) ADJUSTMENTS ADJUSTMENTS ADJUSTED
--------- ------------- ----------- ----------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Restaurant sales ........ $195,692 $41,697 $ $ $237,389
Restaurant operating
expenses:
Cost of sales .......... 62,760 13,450 76,210
Restaurant labor and
related costs ......... 48,817 12,239 61,056
Depreciation and
amortization .......... 7,065 926 637 (4) 8,628
Occupancy and other
operating expenses ... 53,416 11,332 (358)(6) 64,390

--------- ------------- ----------- ----------- -------------
Total restaurant
operating expenses .. 172,058 37,947 279 210,284
--------- ------------- ----------- ----------- -------------

Restaurant contribution 23,634 3,750 (279) 27,105

General and
administrative expenses 7,191 658 (7) (309) (10) 7,704
164 (8)

--------- ------------- ----------- ----------- -------------
Operating income ...... 16,443 3,750(11) (1,101) 309 19,401
Other income (expense):
Interest expense ....... (12,533) 134 (13) 5,884 (14) (6,515)
Amortization of
deferred costs ........ (878) 603 (16) (275)
Other income (expense),
net ................... 74 74
--------- ------------- ----------- ----------- -------------
Total other income
(expense), net ....... (13,337) 134 6,487 (6,716)
--------- ------------- ----------- ----------- -------------
Income before income
taxes .................. 3,106 3,750(11) (967) 6,796 12,685
Provision for income
taxes .................. 1,390 1,141 (18) 2,786 (19) 5,317
--------- ------------- ----------- ----------- -------------
Net income .............. $ 1,716 $ 3,750(11) $(2,108) $4,010 $ 7,368(20)(21)
========= ============= =========== =========== =============
</TABLE>

<PAGE>

PRO FORMA CONSOLIDATED INCOME STATEMENT
FOR QUARTER ENDED APRIL 1, 1996

<TABLE>
<CAPTION>
ADJUSTMENTS
------------------------------
1996 1996
ACQUISITIONS ACQUISITIONS PRO FORMA
ACTUAL (2) ADJUSTMENTS SUBTOTAL
--------- -------------- -------------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Restaurant sales ........ $43,103 $3,454 $ $46,557
Restaurant operating
expenses:
Cost of sales .......... 14,033 1,121 15,154
Restaurant labor and
related costs ......... 11,059 938 11,997
Depreciation and
amortization .......... 1,669 44 132 (4) 1,845
Occupancy and other
operating expenses ... 12,101 1,169 (145)(6) 13,125
--------- -------------- -------------- -----------
Total restaurant
operating expenses .. 38,862 3,272 (13) 42,121
--------- -------------- -------------- -----------

Restaurant contribution 4,241 182 13 4,436

General and
administrative expenses 1,932 74 (7) 2,031
18 (8)
7 (9)
--------- -------------- -------------- -----------
Operating income ...... 2,309 182(11) (86) 2,405
Other income (expense):
Interest expense ....... (2,742) (350) (12) (3,092)
Amortization of
deferred costs ........ (224) (31) (15) (255)
Other income (expense),
net ................... (3) (3)
--------- -------------- -------------- -----------
Total other income
(expense), net ....... (2,969) (381) (3,350)
--------- -------------- -------------- -----------
Income before income
taxes .................. (660) 182(11) (467) (945)
Provision for income
taxes .................. (271) (117) (17) (388)
--------- -------------- -------------- -----------
Net income .............. $ (389) $ 182(11) $ (350) $ (557)
========= ============== ============== ===========
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
ADJUSTMENTS
---------------------------------------------
MICHIGAN
MICHIGAN ACQUISITION OFFERINGS PRO FORMA,
ACQUISITION (3) ADJUSTMENTS ADJUSTMENTS AS ADJUSTED
--------------- ------------- ------------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Restaurant sales ........ $10,294 $ $ $56,851
Restaurant operating
expenses:
Cost of sales .......... 3,344 18,498
Restaurant labor and
related costs ......... 2,841 14,838
Depreciation and
amortization .......... 222 197 (4) 2,264
Occupancy and other
operating expenses ... 2,965 (169)(6) 15,921
--------------- ------------- ------------- -------------
Total restaurant
operating expenses .. 9,372 28 51,521
--------------- ------------- ------------- -------------

Restaurant contribution 922 (28) 5,330

General and
administrative expenses 179 (7) (37) (10) 2,218
45 (8)

--------------- ------------- ------------- -------------
Operating income ...... 922(11) (252) 37 3,112
Other income (expense):
Interest expense ....... 1,420 (14) (1,672)
Amortization of
deferred costs ........ 157 (16) (98)
Other income (expense),
net ................... (3)
--------------- ------------- ------------- -------------
Total other income
(expense), net ....... 1,577 (1,773)
--------------- ------------- ------------- -------------
Income before income
taxes .................. 922(11) (252) 1,614 1,339
Provision for income
taxes .................. 275 (18) 662 (19) 549
--------------- ------------- ------------- -------------
Net income .............. $ 922(11) $(527) $ 952 $ 790(20)(22)
=============== ============= ============= =============
</TABLE>

<PAGE>

NOTES TO FISCAL PRO FORMA CONSOLIDATED INCOME STATEMENTS

The Pro Forma Consolidated Income Statement of the Company for fiscal 1995
gives effect to the 1995 Acquisitions, the 1996 Acquisitions, the Michigan
Acquisition and the Offerings and the application of the estimated net
proceeds therefrom, as if each such transaction had occurred on January 1,
1995. The Pro Forma Consolidated Income Statement of the Company for the
quarter ended April 1, 1996 gives effect to the 1996 Acquisitions, the
Michigan Acquisition and the Offerings and the application of the estimated
net proceeds therefrom, as if each such transaction had occurred on January
2, 1996.

(1) Reflects restaurant contribution for the restaurants acquired in the
1995 Acquisitions for the period prior to their respective
acquisition by the Company, during which period such acquired
restaurants were operated by their prior owners. See the Historical
Schedules of Restaurant Contribution included elsewhere in this
Prospectus. The "1995 Acquisitions" consist of the September 12, 1995
asset purchase of five restaurants in Colorado; the October 24, 1995
asset purchase of two restaurants in Illinois; and the November 21,
1995 stock purchase of nine restaurants in Tennessee and two in
Georgia. Restaurant contribution for such acquired restaurants
subsequent to their acquisition is included under "Actual" for fiscal
1995.

(2) Reflects restaurant contribution for the restaurants acquired in the
1996 Acquisitions for the period prior to their respective
acquisition, during which period such acquired restaurants were
operated by their prior owners. See the Historical Schedules of
Restaurant Contribution included elsewhere in this Prospectus. The
"1996 Acquisitions" consist of two asset purchases as of February 7,
1996: (i) seven restaurants in Kentucky, three in Ohio and two in
Indiana, and (ii) the acquisition of 21 restaurants in Virginia and
three in North Carolina. Restaurant contribution for such acquired
restaurants subsequent to their respective acquisition is included
under "Actual" for fiscal 1995 and for the quarter ended April 1,
1996.

(3) Reflects restaurant contribution for the restaurants to be acquired
in the Michigan Acquisition. See the Historical Schedules of
Restaurant Contribution included elsewhere in this Prospectus. The
"Michigan Acquisition" consists of the proposed acquisition of 40
restaurants in the Grand Rapids, Michigan area of which 37 were in
operation during fiscal 1995 and 38 were in operation during the
quarter ended April 1, 1996. The other two restaurants are expected
to open in the third quarter of fiscal 1996.

(4) Reflects an increase in depreciation and amortization expense arising
from the Company's increased basis in acquired tangible restaurant
assets (restaurant equipment, signs and decor) and intangible assets
(franchise agreements and goodwill). For fiscal 1995, the $1,381
adjustment for the 1995 and 1996 Acquisitions consists of $141 and
$1,240 pertaining to the 1995 Acquisitions and the 1996 Acquisitions,
respectively.

(5) Reflects a decrease in occupancy and other operating expenses
resulting from a decrease in equipment rental expense relating to the
purchase of certain restaurant equipment previously leased in the
1996 Acquisitions. For fiscal 1995, the full amount of the $1,500
decrease for the 1995 and 1996 Acquisitions pertains to the 1996
Acquisitions.

(6) Reflects an overall decrease in occupancy and other operating
expenses resulting from a decrease in rental expense reflecting more
favorable leasing terms negotiated by the Company in connection with
the acquisition of certain restaurants. For fiscal 1995, the $241
adjustment for the 1995 and 1996 Acquisitions consists of a $44
increase and $285 decrease in rental expense pertaining to the 1995
Acquisitions and the 1996 Acquisitions, respectively.

(7) Reflects an increase in supervisory management expense. For fiscal
1995, the $926 adjustment to the 1995 and 1996 Acquisitions consists
of $209 and $717 pertaining to the 1995 Acquisitions and the 1996
Acquisitions, respectively.

(8) Reflects an increase in overhead. For fiscal 1995, the $231
adjustment for the 1995 and 1996 Acquisitions consists of $52 and
$179 pertaining to the 1995 Acquisitions and the 1996 Acquisitions,
respectively.

(9) Reflects an increase in management fees payable under the management
consulting agreement (the "TJC Consulting Agreement") with The Jordan
Management Company. For fiscal 1995, the $130 adjustment for the 1995
and 1996 Acquisitions consists of $22 and $108 pertaining to the 1995
Acquisitions and the 1996 Acquisitions, respectively. See "Certain
Transactions."

(10) Reflects a change in management fees due to the amendment of certain
provisions of the TJC Consulting Agreement. See "Certain
Transactions."

(11) Presented for informational and referencing purposes only. Pro forma
adjustments to general and administrative expenses, other income
(expense) and provision for income taxes are reflected for the 1995
Acquisitions and 1996 Acquisitions in the column entitled "1995 and
1996 Acquisitions Adjustments" (for fiscal 1995) or "1996 Acquisition
Adjustments" (for the quarter ended April 1, 1996) and for the
Michigan Acquisition in the column entitled "Michigan Acquisition
Adjustments."

<PAGE>

(12) Reflects an increase in interest expense associated with an aggregate
increase in average net borrowings for the 1995 and 1996 Acquisitions
(in the case of the fiscal 1995 pro forma income statement) and for
the 1996 Acquisitions (in the case of the first quarter ended April
1, 1996). Interest expense adjustments assume that the increased
tax-effected cash flow resulting from the 1995 Acquisitions and 1996
Acquisitions was applied at quarter end to reduce outstanding
indebtedness under the Credit Agreement. For fiscal 1995, the $4,210
adjustment for the 1995 and 1996 Acquisitions consists of $534 and
$3,676 pertaining to the 1995 Acquisitions and the 1996 Acquisitions,
respectively.

(13) Reflects the application of tax-effected cash flow resulting from the
acquisitions of Michigan restaurants which was applied at quarter end
to reduce outstanding indebtedness under the Credit Agreement.

(14) Reflects the application of a portion of the estimated net proceeds
of the Offerings and assumed tax-effected cash flow from the Michigan
Acquisition to pay or prepay aggregate borrowings of $41,342.

(15) Reflects the amortization of deferred financing and organizational
costs on a straight line basis over seven and five years,
respectively. For fiscal 1995, the $367 adjustment for the 1995 and
1996 Acquisitions consists of $18 and $349 pertaining to the 1995
Acquisitions and the 1996 Acquisitions, respectively.

(16) Reflects a change in amortization expense relating to the write-off
of deferred financing costs associated with the prepayment of the
Subordinated Debt and the repayment of the existing Credit Agreement,
offset by the amortization expense of the deferred financing costs of
the New Credit Facility.

(17) Represents the incremental tax effect of the pro forma adjustments
assuming an effective corporate tax rate of 41.0%. For fiscal 1995,
the $565 increase relates to $1,379 of incremental income before
income taxes comprised of $1,361 for the 1995 Acquisitions, $5,522
for the 1996 Acquisitions and $(5,504) for the adjustments to
restaurant operating expenses, corporate overhead and capital
structure arising from the 1995 and 1996 Acquisitions. For the first
quarter ended April 1, 1995, the $117 decrease relates to $285 of
incremental loss before income taxes comprised of $182 of incremental
income for the 1996 Acquisitions and $(467) for the adjustments to
restaurant operating expenses, corporate overhead and capital
structure arising from the 1996 Acquisitions.

(18) Represents the incremental tax effect of the Michigan pro forma
adjustments assuming an effective corporate tax rate of 41.0%. For
fiscal 1995, the $1,141 increase relates to the $2,783 of incremental
income before income taxes comprised of $3,750 for the Michigan
Acquisition and $(967) for the adjustments to restaurant operating
expenses, corporate overhead and capital structure arising from the
Michigan Acquisition. For the first quarter ended April 1, 1996, the
$275 increase relates to the $670 of incremental income before income
taxes comprised of $922 for the Michigan Acquisition and $(252) for
the adjustments to restaurant operating expenses, corporate overhead
and capital structure arising from the Michigan Acquisitions.

(19) Represents the incremental tax effect of the Offerings pro forma
adjustments assuming an effective corporate tax rate of 41.0%.

(20) Does not reflect anticipated future increases in salary expenses
under the Company's employment agreements with its executive officers.
See "Management--Employment Agreements."

(21) The fiscal 1995 pro forma, as adjusted, statement of income does not
give effect to an extraordinary pre-tax charge which the Company
expects to accrue immediately following the close of the Offerings.
If such pre-tax charge were taken at the beginning of fiscal 1995,
such charge would have been approximately $9,314 (approximately
$5,495 on an after-tax basis), consisting of (i) an approximate
$2,240 (approximately $1,322 on an after-tax basis) write-off of
deferred financing costs related to the repayment of the Subordinated
Debt, (ii) an approximate $3,624 (approximately $2,138 on an
after-tax basis) write-off of deferred financing costs related to the
repayment of the existing Credit Agreement and (iii) an approximate
$3,450 (approximately $2,035 on an after-tax basis) prepayment
premium incurred in connection with the repayment of the Subordinated
Debt.

(22) The first quarter ended April 1, 1996 pro forma, as adjusted,
statement of income does not give effect to an extraordinary pre-tax
charge which the Company expects to accrue immediately following the
close of the Offerings. If such pre-tax charge were taken at the
beginning of the first quarter ended April 1, 1996, such charge would
have been approximately $9,029 (approximately $5,327 on an after-tax
basis), consisting of (i) an approximate $2,082 (approximately $1,228
on an after-tax basis) write-off of deferred financing costs related
to the repayment of the Subordinated Debt, (ii) an approximate $3,497
(approximately 2,064 on an after-tax basis) write-off of deferred

financing costs related to the repayment of the existing Credit
Agreement and (iii) an approximate $3,450 (approximately $2,035 on an
after-tax basis) prepayment premium incurred in connection with the
repayment of the Subordinated Debt.

<PAGE>

PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF APRIL 1, 1996

<TABLE>
<CAPTION>
ADJUSTMENTS
-----------------------------
MICHIGAN OFFERINGS PRO FORMA, AS
ACTUAL ACQUISITION ADJUSTMENTS ADJUSTED
---------- ------------- -------------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ........ $ 4,580 $ 40(1) $ (1,505)(9) $ 3,115
Accounts receivable .............. 771 771
Inventory ........................ 1,236 240(2) 1,476
Prepaid expenses ................. 1,667 360(3) 2,027
---------- ------------- -------------- -------------
Total current assets ........... 8,254 640 (1,505) 7,389
PROPERTY AND EQUIPMENT ............. 35,172 8,811(4) 43,983
GOODWILL ........................... 97,326 26,063(5) 123,389
OTHER ASSETS:
Deferred financing costs ......... 5,531 (3,640) (6) 1,891
Deferred organization costs ...... 205 205
Franchise agreements ............. 4,270 1,260(7) 5,530
Deferred income taxes ............ 2,835 (8) 2,835
---------- ------------- -------------- -------------
Total other assets ............. 10,006 1,260 (805) 10,461
---------- ------------- -------------- -------------
TOTAL ASSETS ....................... $150,758 $36,774 $ (2,310) $185,222
========== ============= ============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and other accrued
expenses ........................ $ 8,378 $ $ $ 8,378
Accrued payroll .................. 2,145 2,145
Accrued sales tax payable ........ 1,395 1,395
Accrued interest payable ......... 1,505 (1,505)(9) 0
Current portion of long-term debt 12,126 (1,609)(10) 10,517
Current portion of capital leases 105 105
---------- ------------- -------------- -------------
Total current liabilities ...... 25,654 (3,114) 22,540
LONG-TERM DEBT--Less current
portion ........................... 115,812 36,774(11) (76,507)(12) 76,079
OBLIGATIONS UNDER CAPITAL LEASE ... 149 149
DEFERRED INCOME TAXES .............. 789 (789)(8)
---------- ------------- -------------- -------------
TOTAL LIABILITIES .................. 142,404 36,774 (80,410) 98,768
---------- ------------- -------------- -------------
STOCKHOLDERS' EQUITY
Preferred Stock ..................
Common stock ..................... 91,500 (13) 91,500
Additional paid-in capital ....... 7,600 (7,500)(14) 100
Retained earnings (deficit) ...... 754 (5,900)(15) (5,146)
---------- ------------- -------------- -------------
Total stockholders' equity ..... 8,354 78,100 86,454
---------- ------------- -------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY .............. $150,758 $36,774 $ 2,310 $185,222
========== ============= ============== =============
</TABLE>

<PAGE>

NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET

The Pro Forma Consolidated Balance Sheet of the Company as of April 1,
1996 gives effect to the Michigan Acquisition, the refinancing of the BKC
Note, the New Credit Facility and the Offerings and the application of the
estimated net proceeds thereof, as if each such transaction had occurred on
April 1, 1996.

(1) Reflects the acquisition of restaurant cash on hand.

(2) Reflects the acquisition of inventory.

(3) Reflects the acquisition of prepaid expenses.

(4) Reflects the acquisition of restaurant property and equipment.

(5) Goodwill represents the excess of the total cost of the assets to be
acquired plus transaction costs over their fair value. Amounts for
the Michigan Acquisition are estimated.

(6) Reflects a decrease in deferred financing costs relating the
prepayment of the Subordinated Debt and costs related to the existing
Credit Agreement which is partially offset by an increase in
financing costs pertaining to the New Credit Facility. See Note 15.

(7) Reflects the value of the Burger King franchise agreements acquired
or to be acquired.

(8) Reflects the net income tax benefit to be received upon the write-off
of deferred financing costs and prepayment penalties paid in
connection with the prepayment of Subordinated Debt. See Note 15.

(9) Reflects the payment of accrued interest.

(10) Represents the refinancing of the BKC Note in the principal amount of
$(5,709) on a long-term basis and the reclassification of $4,100
reclassification of indebtedness under the New Credit Facility from
long-term to current debt due to the change in amortization schedules
under the New Credit Facility.

(11) Represents additional borrowings to fund the Michigan Acquisition.

(12) Reflects the repayment of indebtedness.

(13) Reflects the issuance of shares of Common Stock in the
Offerings and the related increase in paid in capital.

(14) Reflects the redemption of the Original Preferred Stock and the
related reduction to paid in capital.

(15) Reflects the extraordinary pre-tax charge which the Company expects
to accrue immediately following the close of the Offerings. If such
pre-tax charge were taken at the end of the first quarter ended April
1, 1996, such charge would have been approximately $8,840
(approximately $5,216 on an after-tax basis), consisting of (i) an
approximate $2,014 (approximately $1,189 on an after-tax basis)
write-off of deferred financing costs related to the repayment of the
Subordinated Debt, (ii) an approximate $3,376 (approximately $1,992
on an after-tax basis) write-off of deferred financing costs related
to the repayment of the existing credit agreement and (iii) an
approximate $3,450 (approximately $2,035 on an after-tax basis)
prepayment premium incurred in connection with the repayment of the
subordinated Debt.

<PAGE>

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The financial data set forth below are derived from the consolidated
financial statements of the Company and the Historical Schedules of
Restaurant Contribution for the Initial Acquisitions. The data presented for
the Initial Acquisitions as of and for the year ended December 31, 1993 and
for the period from January 1, 1994 through September 1, 1994 are derived
from the audited Historical Schedules of Restaurant Contribution for the 68
BKC Restaurants and the 14 Management Restaurants formerly owned and operated
by BKC and entities controlled by certain members of the Company's current
management. Prior to their acquisition by the Company on September 2, 1994,
the BKC Restaurants and the Management Restaurants were not under common
control or management. In addition, restaurant contribution for the BKC
Restaurants and the Management Restaurants, which reflects restaurant sales
net of restaurant operating expenses, does not reflect all costs of operating
the BKC Restaurants and Management Restaurants. Accordingly, restaurant
sales, restaurant operating expenses and restaurant contribution may not be
comparable to or indicative of post-acquisition results. The data presented
for the Company as of December 31, 1994 and for the period from August 17,
1994 (date of incorporation) through December 31, 1994, and for the fiscal
year ended January 1, 1996 are derived from the Company's audited financial
statements appearing elsewhere herein. The audited Historical Schedules of
Restaurant Contribution for the Initial Acquisitions and financial statements
of the Company were each audited by Deloitte & Touche LLP. The data presented
for the Company for the quarters ended March 31, 1995 and April 1, 1996 and
as of April 1, 1996 are derived from the unaudited financial statements of
the Company, appearing elsewhere herein, and in the opinion of management
include all adjustments (consisting only of normal recurring adjustments)
which the Company considers necessary for a fair presentation of the
Company's results of operations and financial condition for those periods.
The data for the quarter ended April 1, 1996 are not necessarily indicative
of results that may be expected for any other interim period or for the
fiscal year ending December 30, 1996. The Selected Consolidated Financial
Information should be read in conjunction with (i) "Management's Discussion
and Analysis of Financial Condition and Results of Operations", (ii) the
audited Historical Schedules of Restaurant Contribution for the Initial
Acquisitions and the notes thereto, (iii) the audited financial statements
for the Company and the notes thereto and (iv) the Pro Forma Consolidated
Financial Statements, each included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
THE INITIAL
ACQUISITIONS(1)(2)
--------------------------
JAN. 1, 1994
FISCAL THROUGH
1993 SEPT. 1, 1994
--------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
INCOME STATEMENT DATA:
Restaurant sales ................. $82,895 $56,720
Restaurant operating expenses:
Cost of sales .................... 25,832 18,602
Restaurant labor and related
costs .......................... 21,998 15,529
Depreciation and amortization ... 2,062 1,366
Occupancy and other operating
expenses ....................... 26,405 17,854
--------- ---------------
Total restaurant operating
expenses ...................... 76,297 53,351
--------- ---------------
Restaurant contribution .......... $ 6,598 $ 3,369
========= ===============
General and administrative
expenses ........................
Operating income .................
Other income (expense):
Interest expense ................
Amortization of deferred costs ..
Other income (expense), net .....
Total other income (expense) ...
Income before income taxes .......
Provision for income taxes .......
Net income .......................
SELECTED OPERATING DATA:
Restaurants open at end of period 82 82
Average sales per restaurant(7) .. $ 1,011
Average restaurant operating
cash flow(7)(8) ................. $ 106
Average restaurant operating
cash flow margin(7) ............. 10.5%
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
THE COMPANY
--------------------------------------------------------------------------------
FIRST QUARTER ENDED
FISCAL 1995 APRIL 1, 1996
SEPT. 2, 1994 -------------------------- ------------------------------------
THROUGH PRO FORMA, AS MAR. 31, PRO FORMA,
DEC. 31, 1994(3) ACTUAL ADJUSTED(4) 1995 ACTUAL AS ADJUSTED(4)
-------------- ---------- -------------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Restaurant sales ................. $33,931 $139,572 $237,389 $30,967 $43,103 $56,851
Restaurant operating expenses:
Cost of sales .................... 10,807 44,798 76,210 9,938 14,033 18,498
Restaurant labor and related
costs .......................... 8,647 34,526 61,056 8,291 11,059 14,838
Depreciation and amortization ... 1,193 4,927 8,628 1,182 1,669 2,264
Occupancy and other operating
expenses ....................... 9,229 38,930 64,390 8,927 12,101 15,921
-------------- ---------- -------------- ---------- --------- -------------
Total restaurant operating
expenses ...................... 29,876 123,181 210,284 28,338 38,862 51,521
-------------- ---------- -------------- ---------- --------- -------------
Restaurant contribution .......... 4,055 16,391 27,105 2,629 4,241 5,330
General and administrative
expenses ........................ 1,374 5,904 7,704 1,203 1,932 2,218
-------------- ---------- -------------- ---------- -------- -------------
Operating income ................. 2,681 10,487 19,401 1,426 2,309 3,112
Other income (expense):
Interest expense ................ (1,925) (8,323) (6,515) (2,036) (2,742) (1,672)
Amortization of deferred costs .. (104) (511) (275) (123) (224) (98)
Other income (expense), net ..... (220) 74 74 36 (3) (3)
-------------- ---------- -------------- ---------- --------- -------------
Total other income (expense) ... (2,249) (8,760) (6,716) (2,123) (2,969) (1,773)
-------------- ---------- -------------- ---------- --------- -------------
Income before income taxes ....... 432 1,727 12,685 (697) (660) 1,339
Provision for income taxes ....... 191 825 5,317 (333) (271) 549
-------------- ---------- -------------- ---------- --------- -------------
Net income ....................... $ 241 $ 902 $ 7,368(5) $ (364) $ (389) $ 790(6)
============== ========== ============== ========== ========= =============
SELECTED OPERATING DATA:
Restaurants open at end of period 121 140 213 121 178 216
Average sales per restaurant(7) .. $ 1,125 $ 1,147 256 263 265
Average restaurant operating
cash flow(7)(8) ................. $ 173 $ 175 31 36 36
Average restaurant operating
cash flow margin(7) ............. 15.4% 15.3% 12.1% 13.7% 13.6%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
THE INITIAL ACQUISITIONS
--------------------------
JAN. 1, 1994
FISCAL THROUGH SEPT.
1993 1, 1994
--------- ---------------
<S> <C> <C>
SUPPLEMENTAL DATA(9)(10):
RESTAURANT SALES:
BKC Restaurants ............... $70,667 $47,762
Management Restaurants:
Jaro restaurants ............. 10,115 7,400
Osborn restaurants ........... 2,113 1,558
--------- ---------------
Total for Initial
Acquisitions ............... $82,895 $56,720
========= ===============
Restaurant operating expenses:
BKC Restaurants ............... $65,263 $45,257
Management Restaurants:
Jaro restaurants ............. 9,166 6,718
Osborn restaurants .......... 1,868 1,376
--------- ---------------
Total for Initial
Acquisitions ............... $76,297 $53,351
========= ===============
Restaurant contribution:
BKC Restaurants .............. $ 5,404 $ 2,505
Management Restaurants:
Jaro restaurants ............ 949 682
Osborn restaurants ........... 245 182
--------- ---------------
Total for Initial
Acquisitions ............... $ 6,598 $ 3,369
========= ===============
</TABLE>

<TABLE>
<CAPTION>
AS OF FISCAL AS OF FISCAL AS OF APRIL 1, PRO FORMA AS
1994 YEAR END 1995 YEAR END 1996 ADJUSTED
------------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficiency) ...... $ (3,085) $(13,202) $(17,400) $(15,151)
Total assets ...................... 101,790 107,236 150,758 185,222
Long term debt and capitalized
leases ........................... 81,050 79,270 115,961 76,228
Total stockholders' equity ........ 7,841 8,743 8,354 86,454
</TABLE>

- ------------

(1) The Initial Acquisitions consist of the 68 BKC Restaurants and the 14
Management Restaurants acquired by the Company on September 2, 1994
from BKC and from entities formerly controlled by certain members of
the Company's current management. The information set forth under
"Initial Acquisitions" reflects the combined historical financial
results of the BKC Restaurants and Management Restaurants for the
indicated period during which time the restaurants were owned and
operated by BKC and management-controlled entities. The results of the
Initial Acquisitions for fiscal 1993 and the period from January 1,
1994 through September 1, 1994 may not be reflective of the ongoing
operations of the Company under its current ownership structure.

(5) The fiscal 1995 pro forma income statement does not give effect to an
extraordinary pretax charge which the Company expects to accrue
immediately following the close of the Offerings. If such pre-tax
charge were taken at the beginning of fiscal 1995, such charge would

have been approximately $9,314 (approximately $5,495 on an after-tax
basis), consisting of (i) an approximate $2,240 (approximately $1,322
on an after-tax basis) write-off of deferred financing costs related to
the repayment of the Subordinated Debt, (ii) an approximate $3,624
(approximately $2,138 on an after-tax basis) write-off of deferred
financing costs related to the repayment of the existing Credit
Agreement and (iii) an approximate $3,450 (approximately $2,035 on an
after-tax basis) prepayment premium incurred in connection with the
repayment of the Subordinated Debt.

(6) The first quarter ended April 1, 1996 pro forma income statement does
not give effect to an extraordinary pre-tax charge which the Company
expects to accrue immediately following the close of the Offerings. If
such pre-tax change were taken at the beginning of the first fiscal
quarter ended April 1, 1996, such charge would have been approximately
$9,029 (approximately $5,327 on an after-tax basis, consisting of (i)
an approximate $2,082 (approximately $1,228 on an after-tax basis)
write-off of deferred financing costs related to the repayment of the
Subordinated Debt, (ii) an approximate $3,497 (approximately $2,064 on
an after-tax basis) write-off of deferred financing costs related to
the repayment of the existing Credit Agreement and (iii) an approximate
$3,450 (approximately $2,035 on an after-tax basis) prepayment premium
incurred in connection with the repayment of the Subordinated Debt.

(7) Reflects the results of only those restaurants operating for the entire
period.

(8) Restaurant operating cash flow includes restaurant sales net of
restaurant operating expenses other than depreciation and amortization.
Restaurant cash flow should not be considered by a prospective investor
as an alternative to net income as a better indicator of the Company's
operating performance or as an alternative to cash flows as a better
measure of liquidity.

(9) Sets forth for the Initial Acquisitions, the components constituting
aggregate restaurant sales, restaurant operating expenses and
restaurant contributions for the indicated periods. See the Historical
Schedules of Restaurant Contribution with respect to the Initial
Acquisitions and the notes thereto.

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW

The Company is the leading independent Burger King franchisee in the
midwestern United States and management believes the Company is the second
largest franchisee in the United States, with 180 restaurants in eleven
states. The Company was incorporated in August 1994 to effect the acquisition
of the 68 BKC Restaurants and the 14 Management Restaurants. Subsequently,
the Company has grown primarily through the acquisition of Burger King
restaurants, including the acquisition of 39 restaurants in 1994, 18
restaurants in 1995 and 36 restaurants in 1996. In addition, the Company has
developed five Burger King restaurants.

Each of the Company's Burger King restaurants operates under a separate
BKC franchise agreement which generally has a term of 20 years and requires
payment of a monthly royalty fee to BKC equal to 3.5% of each restaurant's
sales and a monthly advertising contribution of 4.0% of sales. The franchise
agreements are generally renewable, subject to certain conditions being met
by the Company and payment by the Company of a successor franchise fee. The
franchise agreements require the Company to pay an initial franchise fee
(currently $40,000) for each new restaurant opened and to pay a successor
franchise fee (equal to the then-current franchise fee) upon renewal. The
Company amortizes these franchise fees over the terms of the related
franchise agreements. See "Business--Franchise Agreements."

To date the Company has grown principally through the acquisition of
existing Burger King restaurants. As the Company acquires additional Burger
King restaurants, it capitalizes the value of the acquired franchise
agreements based on the number of years remaining on their terms and the
franchise fee in effect at the time of acquisition (currently, $2,000 per
year) and it capitalizes excess cost over fair value of the other net assets
acquired and amortizes for financial statement purposes the goodwill expense
over a 35-year period. The Company generally purchases assets and is able to
deduct goodwill amortization expense for tax purposes over a 15-year period.

Restaurant sales include food sales and merchandise sales. Merchandise
sales include convenience store sales at the Company's dual-use facilities
(of which the Company currently has five), as well as sales of promotional
products at the Company's restaurants. Historically, merchandise sales have
contributed less than 2.5% to restaurant sales. Promotional products, which
account for the majority of merchandise sales, are generally sold at or near
the Company's costs.

Restaurant contribution includes restaurant sales less restaurant
operating expenses other than general and administrative expenses such as
office overhead and non-restaurant supervisory management. As a result,
restaurant contribution does not include all of the Company's costs of doing
business.

The Company includes in the comparable restaurant sales analysis discussed
below only those restaurants that have been in operation for a minimum of
thirteen months. For a restaurant not operating for the entire prior annual
period, the sales for the quarterly period in the prior year are compared to
that for the comparable quarterly period in the indicated year. The Company
includes newly acquired, existing restaurants in the comparable restaurant sales
analysis directly following the acquisition thereof.

On August 1, 1995, the Company converted its fiscal year to a 52/53 week
fiscal year. Due to the conversion, the 1995 fiscal year ended January 1,
1996 and included 366 days of operating activity. All fiscal years discussed
herein had a length of approximately 52 weeks.

RESULTS OF OPERATIONS

Prior to their acquisition by the Company on September 2, 1994, the 68 BKC
Restaurants and the 14 Management Restaurants (which constitute the Initial
Acquisitions) were not under common control or management. The table set
forth below combines the results of operations for the BKC Restaurants and
the Management Restaurants for the period from January 1, 1994 through
September 1, 1994 with the results of operations of the Company from
September 2, 1994 through December 31, 1994. The results of operations for
the Company also include limited expenses of the Company during the period
August 17, 1994 (date of incorporation) to September 2, 1994, during which
period the Company had no operations. Prior to September 1, 1994, the BKC
Restaurants and the Management Restaurants were operated under a different
management and capitalization structure than that of the Company.
Accordingly, the information set forth below with respect to the Initial
Acquisitions and the "Combined" results for the

<PAGE>

Initial Acquisitions and the Company for fiscal 1994 is provided for the
purposes of analysis only and may not be comparable to or indicative of
post-acquisition results. In addition, the results with respect to the
Initial Acquisitions and the "Combined" results may not be representative of
what the Company's results of operations would have been if the Company had
owned the BKC Restaurants and Management Restaurants for all of fiscal 1993
and fiscal 1994.

<TABLE>
<CAPTION>
INITIAL INITIAL
ACQUISITIONS ACQUISITIONS THE COMPANY COMBINED
-------------- -------------- --------------- ----------
JAN. 1, 1994 SEPT. 2, 1994
THROUGH SEP. THROUGH DEC. FISCAL
FISCAL 1993 1, 1994 31, 1994 1994
-------------- -------------- --------------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Restaurant sales ....................... $82,895 $56,720 $33,931 $90,651
Restaurant operating expenses:
Cost of sales ......................... 25,832 18,602 10,807 29,409
Restaurant labor and related costs ... 21,998 15,529 8,647 24,176
Depreciation and amortization ......... 2,062 1,366 1,193 2,559
Occupancy and other operating expenses 26,405 17,854 9,229 27,083
-------------- -------------- --------------- ----------
Total restaurant operating expenses . 76,297 53,351 29,876 83,227
-------------- -------------- --------------- ----------
Restaurant contribution ................ $ 6,598 $ 3,369 $ 4,055 $ 7,424
============== ============== =============== ==========
</TABLE>

The following table sets forth, for the periods indicated, operating
results as a percentage of restaurant sales.

<TABLE>
<CAPTION>
AS A PERCENTAGE OF SALES
---------------------------------------------------------------------
THE COMPANY
--------------------------------------
FIRST QUARTER ENDED
-----------------------
INITIAL
ACQUISITIONS COMBINED MARCH 31, APRIL 1,
FISCAL 1993 FISCAL 1994 FISCAL 1995 1995 1996
-------------- ------------- ------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Restaurant sales ....................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales .......................... 31.2 32.4 32.1 32.1% 32.6
Restaurant labor and related costs .... 26.5 26.7 24.7 26.8% 25.6
Depreciation and amortization .......... 2.5 2.8 3.6 3.8% 3.9
Occupancy and other operating expenses 31.8 29.9 27.9 28.8 28.1
-------------- ------------- ------------- ----------- ----------
Restaurant operating expenses ......... 92.0 91.8 88.3 91.5 90.2
-------------- ------------- ------------- ----------- ----------
Restaurant contribution ................ 8.0% 8.2% 11.7 8.5 9.8
============== ============= ============= =========== ==========
General and administrative expenses ... 4.2 3.9 4.5
------------- ----------- ----------
Operating income ....................... 7.5 4.6 5.3
Other income (expense) ................. (6.3) (6.9) (6.9)
------------- ----------- ----------
Income (loss) before income taxes ..... 1.2 (2.3) (1.5)
Provision for income taxes ............. 0.6 (1.1) (0.6)
------------- ----------- ----------
Net income (loss) ...................... 0.6% (1.2)% (0.9)%
============= =========== ==========
</TABLE>

FIRST QUARTER 1996 ENDING APRIL 1, 1996 COMPARED TO FIRST QUARTER 1995 ENDING
MARCH 31, 1995

Restaurant Sales. Restaurant sales increased $12.1 million or 39.2% during
first quarter 1996 to $43.1 million from $31.0 million in first quarter 1995,
due primarily to the inclusion of a full quarter of operations for the 5
restaurants purchased in September 1995, the 2 restaurants purchased in
October 1995, and the 11 restaurants purchased in November 1995. Sales also
increased due to the inclusion of a partial quarter of operations for the 36
restaurants purchased in Virginia and Cincinnati in February 1996. In
addition, the Company developed 1 new restaurant in August 1995 and 2 new
restaurants in February 1996. The inclusion of the newly acquired restaurants
accounted for $10.5 million of the total increase in restaurant sales, while
new restaurant development accounted for $0.5 million of the increase in
sales.

<PAGE>

Sales at the 121 comparable restaurants owned by the Company at the end of
the first quarter 1996 increased 2.3%. Restaurant menu prices remained stable
during the first quarter.

Restaurant Operating Expenses. Total restaurant operating expenses
increased $10.5 million, or 37.1% during the first quarter 1996, to $38.8
million from $28.3 million in first quarter 1995. As a percentage of
restaurant sales, restaurant operating expenses declined 1.3% to 90.2% in
first quarter 1996 from 91.5% in first quarter 1995. The first quarter is the
lowest average sales quarter of the year.

Cost of sales increased $4.1 million during first quarter 1996, and
increased 0.5% as a percentage of restaurant sales to 32.6% in the first
quarter 1996 from 32.1% in the first quarter 1995 due primarily to a 0.4%
increase in the cost of paper as a percentage of restaurant sales.
Additionally, the Company experienced a 0.2% decrease in the cost of food as
a percentage of restaurant sales created by improved shrinkage control at the
restaurants through the use of the Company's management information system
which was not in place during the first quarter of 1995. The cost of
promotional merchandise increased 0.3%.

Restaurant labor and related expenses increased $2.8 million during the
first quarter 1996, but decreased 1.2% as a percentage of restaurant sales to
25.6% in the first quarter 1996 from 26.8% in the first quarter 1995, due
primarily to improvements in group insurance costs over the larger restaurant
base and the successful application of the Company's management information
system as it relates to scheduling and labor control.

Depreciation and amortization increased $0.5 million during the first
quarter 1996, to $1.7 million in the first quarter 1996, from $1.2 million in
the first quarter 1995. As a percentage of restaurant sales, depreciation and
amortization expenses increased 0.1% to 3.9% in the first quarter 1996 from
3.8% in the first quarter 1995, due primarily to the increase in goodwill
amortization resulting from the purchase method of accounting for the newly
acquired restaurants.

Occupancy and other expenses increased $3.2 million during the first
quarter 1996, but decreased 0.7% as a percentage of restaurant sales to 28.1%
in the first quarter 1996 from 28.8% in the first quarter 1995. Occupancy
expense increased $1.1 million, but decreased 0.7% as a percentage of sales
to 11.2% in the first quarter 1996 from 11.9% in the first quarter 1995, due
primarily to lower effective rental rates (as a result of higher sales
increase at restaurants with sales below the additional percentage rent
threshold), and lower property taxes as a percentage of sales for the
acquired restaurants. Other expenses increased $2.0 million during first
quarter 1996, but remained constant as a percentage of restaurant sales at
16.9%.

Restaurant Contribution. Restaurant contribution increased $1.6 million or
61.5% to $4.2 million in the first quarter 1996 from $2.6 million in the
first quarter 1995. As a percentage of restaurant sales, restaurant
contribution increased 1.3% to 9.8% for the first quarter of 1996 from 8.5%
in the first quarter of 1995, due primarily to the improvements described
above.

FISCAL 1995 COMPARED TO FISCAL 1994

Restaurant Sales. Restaurant sales increased $48.9 million or 54.0% during
fiscal 1995, to $139.6 million from $90.7 million in fiscal 1994, due
primarily to the inclusion of a full year of operations for the 39
restaurants purchased in December 1994, and a partial year of operations for
the five restaurants purchased in September 1995, the two restaurants
purchased in October 1995 and the 11 restaurants purchased in November 1995.
The inclusion of these newly acquired restaurants accounted for $46.4 million
of the total increase in restaurant sales. In addition, the Company developed
a single new restaurant in August 1995. Sales at comparable restaurants for
all 139 restaurants owned by the Company at the end of fiscal 1995 declined
0.1%, primarily as a result of the discontinuation of extensive promotional
couponing at the 39 restaurants acquired in December 1994. Comparable
restaurant sales for the 82 restaurants owned by the Company since its
inception increased 1.7%. Restaurant menu prices remained stable during the
year.

<PAGE>

Restaurant Operating Expenses. Total restaurant operating expenses
increased $40.0 million or 48.0% during fiscal 1995, to $123.2 million from
$83.2 million in fiscal 1994. As a percentage of restaurant sales, restaurant
operating expenses declined 3.5% to 88.3% in fiscal 1995 from 91.8% in fiscal
1994.

Cost of sales increased $15.4 million during fiscal 1995, but decreased
0.3% as a percentage of restaurant sales to 32.1% in fiscal 1995 from 32.4%
in fiscal 1994 due primarily to a 1.0% decline in food and paper costs as a
percentage of restaurant sales created by improved distribution efficiencies
from restaurant acquisitions. This decline was partially offset by a 0.7%
increase in the cost of promotional merchandise.

Restaurant labor and related expenses increased $10.4 million during
fiscal 1995, but decreased 2.0% as a percentage of restaurant sales to 24.7%
in fiscal 1995 from 26.7% in fiscal 1994, due primarily to improvements in
group insurance costs being applied over the larger restaurant base. In
addition, the successful application of the Company's information systems
technology within the restaurant base increased scheduling efficiency and
further reduced labor costs as a percentage of restaurant sales.

Depreciation and amortization increased $2.4 million during fiscal 1995,
to $4.9 million in fiscal 1995 from $2.5 million in fiscal 1994. As a
percentage of restaurant sales, depreciation and amortization expense
increased 0.8% to 3.6% in fiscal 1995 from 2.8% in fiscal 1994, due primarily
to the increase in goodwill amortization resulting from the purchase method
of accounting for the newly acquired restaurants.

Occupancy and other expenses increased $11.8 million during fiscal 1995,
but decreased 2.0% as a percentage of restaurant sales to 27.9% in fiscal
1995 from 29.9% in fiscal 1994. Occupancy expense increased $4.5 million, but
decreased 1.0% as a percentage of sales to 11.1% in fiscal 1995 from 12.1% in
fiscal 1994, due primarily to the negotiation of more favorable lease terms
under the Company's existing lease agreements. Other operating expenses
increased $7.3 million during fiscal 1995, but decreased 1.0% as a percentage
of restaurant sales to 16.8% in fiscal 1995 from 17.8% in fiscal 1994, due
primarily to the result of more favorable terms negotiated for general
liability insurance policies covering the Company's larger restaurant base.

Restaurant Contribution. Restaurant contribution increased $9.0 million or
120.8% to $16.4 million in fiscal 1995 from $7.4 million in fiscal 1994. As a
percentage of restaurant sales, restaurant contribution increased 3.5%, to
11.7% in fiscal 1995 from 8.2% in fiscal 1994, due primarily to the
improvements as described above.

FISCAL 1994 COMPARED TO FISCAL 1993

Restaurant Sales. Restaurant sales increased $7.8 million or 9.4% during
fiscal 1994 to $90.7 million from $82.9 million in fiscal 1993. This increase
was due in part to the acquisition of the 39 restaurants purchased in
December 1994 which accounted for 50% of the increase in total sales. In
addition, sales at comparable restaurants for all 121 restaurants owned by
the Company at the end of fiscal 1994 increased 4.4% as a result of the
impact of the introduction of Value Meals(Registered Trademark) in the
Company's restaurants.

Restaurant Operating Expenses. Total restaurant operating expenses
increased $6.9 million, or 9.1%, during fiscal 1994, to $83.2 million from
$76.3 million in fiscal 1993. As a percentage of restaurant sales, restaurant
operating expenses declined 0.2% to 91.8% in fiscal 1994 from 92.0% in fiscal
1993.

Cost of sales increased $3.6 million during fiscal 1994 and increased 1.2%
as a percentage of restaurant sales to 32.4% from 31.2% in fiscal 1993, due
primarily to a 0.9% increase in food and paper costs as a percentage of
restaurant sales, created by the introduction of Value Meals(Registered
Trademark) in the Company's restaurants. In addition, merchandise costs
increased 0.3% as a percentage of restaurant sales due to the increase in
promotional activities by the Company.

Restaurant labor and related expenses increased $2.2 million during fiscal
1994 and increased 0.2% as a percentage of restaurant sales to 26.7% from
26.5% in fiscal 1993, due primarily to an increase in direct labor costs.
This increase was partially offset by improvements in group insurance costs
being applied over the newly acquired restaurant base.

<PAGE>

Depreciation and amortization increased $0.5 million during fiscal 1994 to
$2.6 million from $2.1 million in fiscal 1993. As a percentage of restaurant
sales, depreciation and amortization expense increased 0.3% to 2.8% in fiscal
1994 from 2.5% in fiscal 1993, due primarily to the increase in goodwill
amortization resulting from the purchase method of accounting for the newly
acquired restaurants.

Occupancy and other expenses increased $0.7 million during fiscal 1994,
but decreased 1.9% as a percentage of restaurant sales to 29.9% from 31.8% in
fiscal 1993. Occupancy expense decreased 0.6% as a percentage of sales and
other expenses decreased 1.3% as a percentage of restaurant sales, due
primarily to increased sales at comparable restaurants and increased sales
leverage over a larger restaurant base.

Restaurant Contribution. Restaurant contribution increased $0.8 million or
12.5% to $7.4 million in fiscal 1994 from $6.6 million in fiscal 1993. As a
percentage of restaurant sales, restaurant contribution increased 0.2%, to
8.2% from 8.0% in fiscal 1993, due primarily to the improvements described
above.

LIQUIDITY AND CAPITAL RESOURCES

The following table presents a summary of the Company's cash flows for
August 17, 1994 (date of incorporation) through December 31, 1994, fiscal
1995, the first quarter ended March 31, 1995 and the first quarter ended
April 1, 1996.

<TABLE>
<CAPTION>
FIRST QUARTER
ENDED MARCH
1994 1995 31, 1995
---------- ----------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net cash provided by (used) operating activities ... $ 7,658 $ 4,173 $ (903)
Net cash used in investing activities ............... (82,558) (15,092) (624)
Net cash provided by (used) financing activities ... 82,550 5,156 (862)
---------- ----------- ---------------
Net increase (decrease) in cash and cash equivalents $ 7,650 $ (5,763) $(2,389)
========== =========== ===============
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
FIRST QUARTER
ENDED APRIL
1, 1996
---------------

<S> <C>
Net cash provided by (used) operating activities ... $ 6,662
Net cash used in investing activities ............... (40,710)
Net cash provided by (used) financing activities ... 36,741
---------------
Net increase (decrease) in cash and cash equivalents $ 2,693
===============
</TABLE>

The Company does not have significant receivables or inventory and
receives trade credit based upon negotiated terms in purchasing food products
and other supplies. Therefore, the Company's business has not required
significant working capital to meet its operating requirements. The Company
requires capital primarily for the acquisition and development of Burger King
restaurants and has historically financed these activities from capital
contributions by its shareholders, loans made under its Credit Agreement and
cash generated from operations. During fiscal 1995, the Company's operations
generated approximately $4.2 million in cash, compared with approximately
$7.7 million in the September 2, 1994 through December 31, 1994 period. The
Company had capital expenditures, associated primarily with new restaurant
development and acquisitions, during fiscal 1995 and the September 2, 1994
through December 31, 1994 period of approximately $15.1 million and
approximately $82.6 million, respectively.

During the first quarter of 1996, the Company's operations generated
approximately $6.7 million in cash, compared with a net use of cash of
approximately $0.9 million during the first quarter of 1995. The increase in
cash generated is related to the acquisition of 36 restaurants during the
quarter and 18 restaurants during 1995, resulting in an increase in accounts
payable, accrued payroll and other accrued expenses. The Company had capital
expenditures, associated primarily with new restaurant development and
acquisitions, during the first quarter 1996 and first quarter 1995 of
approximately $40.7 million and $0.6 million, respectively.

At January 1, 1996, the Company had $1.9 million in cash and cash

equivalent balances, compared to $7.6 million at December 31, 1994. At April
1, 1996, the Company had $4.6 million in cash and cash equivalent balances
compared to $5.3 million at March 31, 1995. The Credit Agreement requires
that a specified percentage of the Company's excess cash flow be applied to
repay amounts outstanding under its outstanding term loans within 100 days of
the end of immediately preceding fiscal year.

The Company's Credit Agreement currently provides for up to $100 million
of senior secured debt, consisting of (i) a $45 million term loan, (ii) a $40
million term loan, and (iii) a $15 million revolving credit facility. On
April 1, 1996, the outstanding principal balance under the revolving credit
facility was $4 million, leaving $11 million of revolving credit
availability. The interest rate on each of the three facilities

<PAGE>

under the Credit Agreement is variable, and as of April 1, 1996 the weighted
average interest rate of all three facilities was approximately 8.37%. The
Company has entered into an interest rate protection agreement in connection
with the Credit Agreement which currently covers up to $25.6 million in
borrowings. Amounts outstanding under the revolving credit facility are
payable in full by January 31, 2002. The Company intends to enter into the
New Credit Facility that will replace the Credit Agreement at or prior to the
consummation of the Offerings, and will provide for an additional $50 million
of senior indebtedness.

The Company's primary cash requirements following the Offerings will be to
finance additional acquisitions, capital expenditures in connection with the
development of new restaurants, upgrades of acquired and existing restaurants
and general working capital needs. The Company intends to develop 16 new
restaurants in fiscal 1996 (four developed to date) and 34 new restaurants in
fiscal 1997. The Company has budgeted approximately $350,000 for the
development of each of these restaurants. The Company anticipates it will
spend approximately an additional $3.0 to $5.0 million annually for other
capital expenditures. The actual amount of the Company's cash requirements
for capital expenditures depends on, among other things, the number of new
restaurants opened or acquired and the costs associated with such restaurants
and the number of franchises subject to renewal and the costs associated with
bringing the related restaurants up to BKC's then-current design
specifications in connection with these franchise renewals. See
"Business--Expansion."

The cost of developing a restaurant (not including the cost of the
building and related real estate) is approximately $350,000 (including the
$40,000 franchise fee). In order to increase the number of restaurants to be
developed or to fund additional acquisitions, the Company may require
additional debt or equity financing, which may not be available to the
Company or, if available, may not be on terms acceptable to the Company. Any
such equity financing will also be subject to BKC's consent. See "Risk
Factors--BKC Franchise Agreement Restrictions."

The Company believes that the proceeds from the Offerings, together with
borrowings under the New Credit Facility and the Company's cash on hand, will
be sufficient to cover its working capital, capital expenditures, planned
development and acquisition activities and debt service requirements for the
next 18 months.

INCOME TAXES

The Company completed fiscal 1995 with a net operating loss carry-forward
for tax purposes of approximately $8.7 million.

INFLATION

While inflation can have a significant impact on food, paper, labor and
other operating costs, the Company has historically been able to minimize the
effect of inflation through periodic price increases, and believes it will be
able to offset future inflation with price increases, if necessary.

RECENT ACCOUNTING PRONOUNCEMENTS

New accounting standards have been issued by the Financial Accounting
Standards Board that will apply to the Company in fiscal 1996. Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets," requires a review of long term tangible and intangible
assets (such as property, plant and equipment and goodwill) for impairment of
recorded value and resulting write downs if value is impaired.

Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), establishes accounting and disclosure
requirements using a fair value based method of accounting for stock-based
employee compensation plans. Under SFAS 123, the Company may either adopt the
new fair value based method or provide pro forma disclosure of net income
(loss) as if the accounting provisions of SFAS 123 had been adopted. The
Company intends to elect the intrinsic method of accounting for stock-based
employee compensation plans and provide the required pro forma disclosure.

<PAGE>

These statements are not expected to have a material effect on the
Company's financial position or results of operations.

EXTRAORDINARY LOSS

Upon the prepayment of the Subordinated Debt and repayment of borrowings
under the Credit Agreement, concurrent with the Offerings, the Company will
record an extraordinary loss of approximately $5.2 million, net of taxes,
reflecting a prepayment penalty, as well as the write-off of deferred
financing costs.

SEASONAL AND QUARTERLY COMPARISONS

The Company's operating results may fluctuate from period to period, as a
result of, among other things, sales associated with each new restaurant, the
costs associated with opening new restaurants, the timing of new restaurant
openings and acquisitions and the timing of new product introduction by BKC
and promotional programs sponsored by the Company. In addition, the Company's
business typically varies with general seasonal trends that are
characteristic of the quick-service restaurant industry. The Company has
historically experienced its strongest operating results during the summer
months (the second and third quarter of its fiscal year), while operating
results are somewhat lower during the winter months (the first and fourth
quarters of its fiscal year). As the Company continues to make acquisitions
and develop new restaurants, quarterly results may fluctuate more
significantly. The following tables set forth by fiscal quarter in fiscal
1995 the Company's income statement data.

<TABLE>
<CAPTION>
1995
------------------------------------------------
FIRST QUARTER SECOND QUARTER THIRD QUARTER
--------------- -------------- ---------------
(90 DAYS) (91 DAYS) (94 DAYS)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Restaurant sales .............. $30,967 $35,375 $37,104
Restaurant operating expenses 28,338 30,989 32,012
Restaurant contribution ...... 2,629 4,386 5,092
General and administrative
expenses ..................... 1,203 1,359 1,641
--------------- -------------- ---------------
Operating income .............. 1,426 3,027 3,451
Other (expense) ............... (2,123) (2,146) (2,253)
Provision (benefit) for income
taxes ........................ (333) 421 573
--------------- -------------- ---------------
Net income .................... $ (364) $ 460 $ 625
=============== ============== ===============
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
1995 1996
-------------- ---------------
FOURTH QUARTER FIRST QUARTER
-------------- ---------------
(91 DAYS) (91 DAYS)
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Restaurant sales .............. $36,126 $43,103
Restaurant operating expenses 31,842 38,862
Restaurant contribution ...... 4,284 4,241
General and administrative
expenses ..................... 1,701 1,932
-------------- ---------------
Operating income .............. 2,583 2,309
Other (expense) ............... (2,238) (2,969)
Provision (benefit) for income
taxes ........................ 164 (271)
-------------- ---------------
Net income .................... $ 181 $ (389)
============== ===============
</TABLE>

<PAGE>

BUSINESS

GENERAL

The Company is the leading independent Burger King franchisee in the
midwestern United States and management believes the Company is the second
largest Burger King franchisee in the United States. The Company was formed
in 1994 by a group consisting of former Burger King franchisees, former BKC
executives and The Jordan Company to take advantage of significant
acquisition and related new restaurant development opportunities within the
growing Burger King system. Since its inception, the Company has grown
primarily through a series of nine acquisitions involving the purchase of 175
Burger King restaurants. Currently, the Company operates 180 Burger King
restaurants in the states of Illinois, Virginia, Indiana, Colorado, Texas,
Tennessee, Kentucky, Wisconsin, Ohio, North Carolina and Georgia. Restaurant
sales for fiscal 1995 were $139.6 million ($237.4 million on a pro forma
basis--see "Pro Forma Consolidated Financial Statements").

BUSINESS STRATEGY

The Company's growth strategy consists of two principal components: (i)
strategic acquisitions of multi-restaurant Burger King operations in new and
existing markets and (ii) development of new Burger King restaurants in
markets in which the Company has established a presence. The Company
currently intends to acquire 40 Burger King restaurants in the Michigan
Acquisition and plans to develop an additional 16 new Burger King restaurants
in fiscal 1996 (four developed to date) and 34 new Burger King restaurants in
fiscal 1997.

Growth by Acquisition. Management believes that there are many attractive
acquisition candidates in the $8.4 billion Burger King system because of its
significant size and highly fragmented nature. According to information
publicly filed by GrandMet, BKC's parent corporation, as of September 30,
1995 the Burger King system included approximately 8,000 restaurants
worldwide, of which approximately 91% were operated by approximately 1,500
independent franchisees. In addition, since September 30, 1991, the number of
restaurants in the Burger King system has grown by approximately 25%, with a
record number of 657 new restaurants added during the year ended September
30, 1995 (of which 32 were developed by BKC and 625 were developed by
independent franchisees). Management believes that the five largest
franchisees in the Burger King system operate less than 10% of all Burger
King restaurants.

The Company's growth strategy includes new market acquisitions and fill-in
acquisitions within existing markets. New market acquisitions represent new
geographic markets for the Company and typically involve operations with the
critical mass necessary to achieve operating efficiencies and support a
regional operating structure. The Company's key criteria when evaluating new
market acquisitions are the future opportunities for fill-in acquisitions,
potential for new restaurant development in the area, the overall
attractiveness of the market from a demographic perspective and the
acquisition price relative to historical and expected financial performance
of these restaurants. Typically, key operating personnel of acquired
restaurants are retained to oversee the operation with the added benefit of
the Company's sophisticated management information systems and other
corporate resources. Five of the Company's nine acquisitions to date have
been of large, regional operations, each consisting of more than 10
restaurants. Furthermore, the Company intends to use a portion of the net
proceeds from the Offerings for a significant new market acquisition, the
Michigan Acquisition.

The Company's fill-in acquisitions typically involve smaller, local
operations in areas in, or contiguous to, the Company's existing operations.
Fill-in acquisitions allow the Company (i) to achieve greater

<PAGE>

restaurant penetration within existing markets; (ii) to increase regional
operating efficiencies (since fill-in restaurants can be added to a market
with few, if any, additions to the regional operating structure); and (iii)
to take advantage of certain economies of scale. An example of a typical
fill-in acquisition is the Company's acquisition in September 1995 of five
additional restaurants in Denver, Colorado. An example of a larger fill-in
acquisition is the Company's acquisition in November 1994 of 39 additional
restaurants in the Chicago market.

The table below summarizes each of the Company's acquisitions,
representing 175 restaurants, since its inception and the proposed
acquisition of 40 Burger King restaurants in the Michigan Acquisition.

<TABLE>
<CAPTION>
NUMBER OF RESTAURANTS
ACQUISITION DATE STATE ACQUIRED TYPE OF SELLER
- -------------------- --------------------------- ------------------------- --------------
<S> <C> <C> <C>
September 1994 Illinois/Indiana 68 BKC
September 1994 Texas/Colorado 11 Management
September 1994 Colorado 3 Management
November 1994 Illinois/Wisconsin 39 Franchisee
September 1995 Colorado 5 Franchisee
October 1995 Illinois 2 BKC
November 1995 Tennessee/Georgia 11 Franchisee
February 1996 Virginia/North Carolina 24 Franchisee
February 1996 Kentucky/Ohio/Indiana 12 Franchisee
Pending Michigan 40 Franchisee
</TABLE>

On May 11, 1996, the Company executed purchase agreements to acquire 40
Burger King restaurants in the Grand Rapids, Michigan area from a franchisee
for an aggregate cash purchase price of $35.6 million. The Company plans to
use a portion of the net proceeds from the Offerings to fund the Michigan
Acquisition. The Michigan Acquisition is conditioned on, among other things,
the consummation of the Offerings, BKC's consent (described below) and
standard closing conditions. As part of the Michigan Acquisition, it is
expected that the seller will enter into (i) a non-competition agreement and
(ii) an agreement to assist the Company in developing additional Burger King
restaurant sites in the Michigan market. It is anticipated that the key
operating personnel of the restaurants acquired in the Michigan Acquisition
will be retained. Pursuant to the BKC franchise agreement, acquisitions of
Burger King restaurants, including those to be acquired in the Michigan
Acquisition, are subject to BKC's consent and right of first refusal. See
"Risk Factors--BKC Franchise Agreement Restrictions." On May 20, 1996, the
Company submitted to BKC the relevant documentation in order to obtain BKC's
consent for the Michigan Acquisition.

The Michigan Acquisition represents a new market for the Company. The 40
restaurants to be acquired constitute approximately 47% of all Burger King
restaurants in the greater Grand Rapids, Michigan market, and the Company
believes that these restaurants provide the critical mass necessary to
achieve operating efficiencies and to support a regional operating structure
within this market. Of the 40 restaurants to be acquired in the Michigan
Acquisition, 37 were open as of December 31, 1995, generating restaurant
sales and cash flow during 1995 of $41.7 million and $5.0 million,
respectively. Thirty-one of those restaurants were open for all of 1995,
generating for 1995 average annual sales and restaurant cash flow of $1.2
million and $158,000, respectively. As of April 1, 1996, 38 restaurants were
open with the remaining two projected to open in the third quarter of 1996.

In addition to the Michigan Acquisition, the Company is engaged in various
levels of discussions with numerous independent Burger King franchisees
concerning the acquisition of all or a portion of their operations. In all
cases, these discussions and negotiations are preliminary in nature (no
agreements have been reached) and such discussions may be terminated by
either party at any time. The success of any particular acquisition is
subject to a significant number of factors, including the Company's
completion of its due diligence, successful negotiation of the purchase price
and related definitive documentation, BKC's consent to the proposed franchise
acquisition, BKC not exercising its right of first refusal with respect to
the acquisition, obtaining the necessary governmental permits and approvals
and the ability of the Company to obtain financing as required. No assurances
can be made that the Company will be able to

<PAGE>

acquire the Burger King restaurants that are currently the subject of these
preliminary discussions and negotiations or any future Burger King
restaurants that the Company may seek to acquire. See "Risk Factors--Risks of
Expansion and Development," "--Franchise Agreements" and "Certain
Transactions."

Development of New Burger King Restaurants. The Company has and will
continue to target acquisitions in geographic markets which have potential
for substantial new restaurant development as determined by the number and
location of existing Burger Kings and competing quick service restaurants, as
well as local market traffic patterns, demographics and other relevant
factors. Management believes that the underpenetration of the Burger King
system provides the Company with significant new development opportunities.
Moreover, management believes that the proven success of the Burger King
concept and the relative predictability of development costs and restaurant
profitability versus that of newer restaurant concepts and management's
extensive experience within the Burger King system substantially reduces the
Company's new restaurant development risk. For fiscal 1996, the Company has
budgeted approximately $350,000 for the development of each new Burger King
restaurant (exclusive of land acquisition and building costs, as the Company
leases each of its properties). For the 121 restaurants operated by the
Company for all of fiscal 1995, average restaurant sales and average
restaurant operating cash flow were approximately $1.1 million and $173,000,
respectively.

Prior to developing a new restaurant, the Company's senior management
conducts an extensive site selection process with significant input from
BKC's development field personnel, including an analysis of projected
development costs and anticipated profitability on a per location basis. The
Company also uses regional and local developers, as well as former Burger
King restaurant owners with significant knowledge of local markets, to assist
in site selection and in reviewing zoning requirements and other regulatory
matters related to the construction of new Burger King restaurants. The
Company must obtain BKC's approval prior to beginning construction of a new
restaurant. Typically, it takes the Company between 4 and 18 months to obtain
BKC approval and to develop and open a new restaurant.

To date, the Company has opened four new restaurants in 1996 and has
received preliminary BKC site approval necessary to develop an additional 12
restaurants in the remainder of 1996. Developing and opening a new Burger
King restaurant typically requires an initial investment of approximately
$350,000 (not including the cost of the building and related real estate), of
which $40,000 is paid to BKC as a one-time franchise fee and the balance is
used to purchase equipment, furniture and fixtures, point-of-sale systems and
signage. The Company currently leases all of its buildings and related real
estate at each of its restaurant locations.

Improved Operations and Efficiencies. The Company's operating strategy is
to maximize restaurant level and overall profitability. The Company
implements this strategy from a revenue perspective principally by engaging
in activities and undertaking investments designed to expand the Company's
customer base and increase sales volumes. These activities and investments
include (i) seeking to ensure consistent high quality customer experiences,
(ii) regularly reviewing the Company's restaurant properties for revenue
enhancing opportunities (such as improvements in drive-thru efficiencies and
the addition or expansion of children's playground facilities) and when
appropriate implementing such opportunities, (iii) upgrading the appearance
of the Company's restaurants, (iv) supplementing BKC's national advertising
and promotions with local advertising and promotions and (v) using the
Company's sophisticated management information system to identify sales
growth opportunities. In 1996, the Company, in conjunction with a BKC
system-wide program, plans to implement a program to upgrade the appearance
of selected restaurants. In addition, the Company plans to actively sponsor
local advertising and engage in local promotions. The Company believes that
the large number of restaurants it operates provides it with certain
competitive advantages. Generally, as the number of restaurants that the
Company owns in a particular market increases, the Company has greater
ability to (i) ensure overall customer satisfaction in that market through
consistency in food quality, service and restaurant appearance and (ii)
coordinate and influence local Burger King advertising and promotional
programs and pricing policies. In addition, the large number of restaurants
that the Company owns and the corresponding professional development
opportunities permit the Company to attract and retain strong regional,
district and restaurant management.

<PAGE>

The Company implements its operating strategy from a cost perspective
principally by (i) tightly controlling restaurant and corporate level costs,
(ii) capturing certain economies of scale and (iii) leveraging its corporate
overhead structure. With respect to controlling restaurant level costs, the
Company's principal competitive advantage is its sophisticated management
information systems. The Company's management information systems, typically
not affordable by smaller Burger King franchisees or quick-service
restaurants, allow the Company to: monitor point-of-sale order taking,
control shrinkage, manage inventory and product mix, efficiently schedule
labor and integrate accounting systems. The Company's management information
system also permits the Company to increase sales revenues by assisting
restaurant managers in optimally scheduling the restaurant work-force during
any particular shift at the restaurant work stations for which they are best
qualified.

The Company believes that the large number of restaurants that it
operates, combined with its sophisticated management information systems,
provide it with significant advantages over many other quick-service
restaurant operators, particularly with respect to market consistency and
cost control. Areas where the Company has experienced both restaurant-level
and corporate-level savings as a result of its size and related bargaining
power include food and paper purchasing and distribution, restaurant
maintenance services and general liability insurance. In addition, as the
Company acquires and develops additional Burger King restaurants, management
believes that it will be able to leverage its corporate overhead structure by
spreading its relatively fixed general and administrative costs over a
growing number of restaurants.

BURGER KING CORPORATION

Overview. The Company believes that it realizes significant benefits from
its affiliation with BKC as a result of, among other things, the widespread
recognition of the Burger King name and products, the size and market
penetration of BKC's media budget (which was approximately $200 million for
its fiscal year ended September 30, 1995, according to LNA/Arbitron
Multi-Media Service), BKC's overall management of the Burger King concept,
including new product development, quality assurance and strategic planning,
and the continuing growth of the Burger King system. BKC, an operating
subsidiary of GrandMet, was founded in 1954 and is currently the second
largest restaurant franchisor in the world with system-wide restaurant sales
of $8.4 billion for its fiscal year ended September 30, 1995. According to
GrandMet, the Burger King system accounts for approximately 19% of the
domestic hamburger market, as compared to 41% for McDonald's, 12% for Wendy's
and 9% for Hardees. According to Technomic Information Services, domestic
revenues from hamburger and related sales totaled approximately $37.6 billion
in 1995.

Menu and Operations. The Burger King system philosophy is characterized by
its "Have It Your Way" service, flame-broiling, generous portions and
competitive prices. Each Burger King restaurant offers a standard menu
containing a variety of traditional and innovative food items. Burger King
restaurants feature flame-broiled hamburgers, the most popular of which is
The Whopper(Registered Trademark) sandwich. The Whopper is a large,
flame-broiled hamburger on a toasted bun garnished with combinations of
lettuce, onions, pickles, tomatoes and mayonnaise. At present, the standard
menu of all Burger King restaurants consists primarily of hamburgers,
cheeseburgers, chicken sandwiches, fish sandwiches, breakfast items, french
fried potatoes, salads, milkshakes, desserts, soft drinks, milk and coffee.
In addition, promotional menu items are introduced periodically for limited
times.

Burger King restaurants are typically open seven days per week with
minimum operating hours from 7:00 AM to 11:00 PM. Burger King restaurants are
of distinctive design and are generally located in high-traffic areas
throughout the United States. The Company believes that convenience of
location, speed of service, quality of food and price/value of food served
are the primary competitive advantages of Burger King restaurants. The
Company believes that it will continue to realize significant benefits from
its affiliation with BKC as a result of the widespread recognition of the
Burger King brand, the effectiveness of BKC's national marketing programs and
the overall management of the Burger King system, including product
development, quality assurance and strategic planning.

In October 1993, BKC implemented the first stages of a nationwide Value
Menu Program. The program consisted of discounted combination meals and menu
items designed to give the consumer

<PAGE>

greater value while increasing customer traffic and profitability. BKC has
also focused its efforts on a back-to-basics marketing strategy by
eliminating over 30 items from its menu and emphasizing its core hamburgers,
french fries and soft drinks. In addition, as part of its "Bigger, Better
Burgers" campaign, BKC increased its standard hamburger patty size to 2.8
ounces, which is 75% larger than McDonald's current standard size of 1.6
ounces.

Restaurant Configurations. Burger King restaurants consist of one of
several building types with various layouts, seating capacities and
engineering specifications. BKC's traditional restaurant contains
approximately 2,500 square feet, seats 86 customers and offers interior
design flexibility. BKC also features alternative restaurant formats ranging
in size from 500 to 4,000 square feet and seating capacities ranging up to
over 100 customers. BKC has developed a number of standard and
non-traditional restaurant formats which enable maximum seating capacities
from available square footage in such facilities as airports, hospitals,
college campuses, gas stations and retail shopping centers. Substantially all
of the Company's restaurants are traditional free-standing restaurants with
seating capacities of at least 50 and which contain drive-thru windows.
According to BKC, over 50% of all restaurant sales in the Burger King system
are generated from drive-thru windows.

National Marketing and Promotion. The Burger King brand has been in
existence for over 40 years. As an established franchisor, BKC has
historically made considerable advertising and promotional expenditures to
heighten brand awareness. BKC's advertising campaigns are generally carried
on television, radio and in mass circulation print media (national and
regional newspapers and magazines). BKC franchisees are required to
contribute 4.0% of monthly gross sales from restaurant operations to a BKC
advertising fund, which contributions are generally utilized by BKC for its
advertising and promotional programs and public relations activities. BKC has
also entered into selective partnership arrangements to help promote its
products. Recently, BKC's national promotional partners have included The
Walt Disney Company, the NCAA and the Coca-Cola Company.

QUICK-SERVICE RESTAURANT INDUSTRY

Since the introduction of quick-service restaurants in the mid-1950s, the
percentage of the average family's food budget spent on meals consumed "away
from home" has grown significantly from approximately 25% of the food budget
in 1955 to approximately 46% in 1995, according to the National Restaurant
Association. Concurrently, the quick-service restaurant industry has expanded
to include hamburger, pizza, chicken, Mexican food, ice cream/yogurt, donuts
and various sandwich types. The National Restaurant Association estimates
that sales at these quick-service restaurants will reach approximately $100
billion in 1996, representing an inflation-adjusted growth rate of 4.2% over
1995. The National Restaurant Association's growth estimate for the
quick-service restaurant industry is slightly more than double the rate of
growth of full-service restaurant sales, which are expected to rise by an
inflation-adjusted rate of 2.0% in 1996. According to Technomic Information
Services, revenues from hamburger and related sales, which represented the
biggest share of the quick-service restaurant industry, totaled approximately
$37.6 billion in 1995.

The recent growth in the quick-service restaurant segment is attributable
to consumers' desire for value and convenience, such as bundled value meals,
drive-thru windows, carry-out and delivery. In 1995, off-premise services
generated by drive-thru windows, pickup and home delivery comprised 64% of
the quick-service traffic, according to the National Restaurant Association.

COMPANY OPERATIONS

Management Structure. All executive management, finance, marketing and
operations support functions are conducted centrally at the Company's
Westchester, Illinois headquarters. In each of its six regions (Chicago,
Virginia, Colorado, Texas, Tennessee and Cincinnati), the Company has a
regional managing director who is responsible for the operations of all
Company Burger King restaurants within the assigned region. Each of these
managing directors must be approved by BKC. Supporting the managing director
in Chicago are four directors of operations (who each oversee an average of
27 restaurants), who supervise 16 district managers (who directly supervise
four to eight restaurants each).

<PAGE>

The five other managing directors are also supported by district managers.
The district managers are responsible for direct oversight of the day-to-day
operations of the Company's Burger King restaurants. Typically, district
managers have previously served as restaurant managers within the Burger King
system. A typical Company restaurant is staffed with a full-time manager, one
to three assistant managers and full- and part-time hourly employees.

Management Incentives and Retention. Managing directors, directors of
operations, district managers and most restaurant managers are compensated
with a fixed salary plus a bonus based upon the performance of the
restaurants under their supervision. Evaluation criteria include compliance
with Burger King's restaurant operating guidelines and restaurant
profitability. After the consummation of the Offerings, the Company will also
provide its executive officers and employees with long-term incentive
compensation opportunities through the use of stock options. See
"Management--Stock Option Plan." In addition, senior management believes that
the Company's larger size and regional focus provide significant professional
development opportunities for the Company's management and operating
personnel not available to smaller franchisees. The Company believes that its
compensation structure and professional development opportunities are
significant advantages in attracting and retaining qualified management
personnel.

Training. The Company maintains a comprehensive training and development
program for all of its personnel. This program emphasizes the Burger King
system-wide operating procedures, food preparation methods and customer
service standards. The management training program features an intensive five
week hands-on restaurant training period, followed by two weeks of classroom
instruction (one week of simulated restaurant management activities and one
week of food sanitation). Special emphasis is placed on quality food
preparation, service standards and total customer satisfaction. Upon
certification, new managers work closely with experienced managers to
solidify their skills and expertise. The Company's existing restaurant
managers regularly participate in the Company's ongoing training efforts,
including classroom programs and in-restaurant programs. In addition, BKC's
training and development programs are also available to the Company.

Improved Technology. The Company utilizes a sophisticated management
information system which provides daily tracking and reporting of customer
traffic counts, sales, average check values, menu item sales, inventory
variances, key labor measures and other detailed information in comparative
form, by individual restaurant and for the Company as a whole. The Company's
management information system, typically installed in its restaurants within
60 to 90 days of acquisition, transmits data on a daily basis to Company
headquarters. This information is available by 6:00 AM the following day and
can be accessed by district managers on a remote basis using a laptop
computer. The Company's integrated management information system provides
management with the ability to (i) identify and quickly capitalize on
restaurant sales enhancement and profit opportunities, such as minimizing
shrinkage and controlling labor costs, (ii) monitor point-of-sale order
taking, (iii) effectively manage inventory and (iv) integrate accounting
systems. Customized exception reporting is used to focus operations on high
priority issues and opportunities. The Company also utilizes the system to
analyze various promotional programs using product mix information.

FRANCHISE AGREEMENTS

The Company operates Burger King restaurants through its wholly owned
subsidiaries, each of which is a party to a BKC franchise agreement. These
franchise agreements do not grant any franchisee exclusive rights to a
defined territory; however, the Company believes that BKC generally seeks to
ensure that newly granted franchises do not materially affect the operations
of existing Burger King restaurants. Acceptance as a franchisee is based upon
several factors including management experience, qualifications, financial
status and net worth. The franchise agreements require, among other things,
that all restaurants be of standardized design and operated in a prescribed
manner, including utilization of the standard Burger King menu. Most
franchise agreements provide for a term of 20 years, and, at the option of
the franchisee and BKC, a successor franchise agreement may be granted by BKC
provided that the

<PAGE>

restaurant meets BKC's operating standards applicable at that time and the
franchisee is not in default under the relevant franchise agreement. The BKC
franchise agreements are noncancelable except for failure to abide by the
terms thereof and in certain other limited circumstances.

BKC franchise agreements provide for a one-time franchise fee (currently
$40,000), a monthly royalty fee of 3.5% of each restaurant's gross sales and
a monthly advertising contribution of 4.0% of gross sales. During fiscal
1995, the Company paid BKC an aggregate of $4.8 million in royalty fees and
$5.7 million in advertising contributions.

BKC franchise agreements generally are renewable for an additional term
based upon the form of franchise agreement applicable at that time, provided
that the franchisee (i) pays a successor franchise fee equal to the
then-current franchise fee, (ii) has demonstrated an ability to operate the
business consistent with the standards set forth in the franchise agreement,
(iii) agrees to make capital improvements to the subject restaurant to bring
the restaurant up to BKC's image standards applicable at that time and (iv)
is not then currently in default with respect to any other obligations to
BKC, including pursuant to other franchise agreements. The Company, through
its district managers, closely supervises the operation of all of its
restaurants to ensure that operating policies are followed and that the
requirements of the franchise agreements are met. The amount of capital
expenditures that may be required to bring a restaurant up to BKC's current
standards at any given time varies widely depending upon the magnitude of the
required changes and the degree to which the franchisee has made interim
changes to the restaurant. Within five years of April 1, 1996, 26 of the
Company's current 180 franchise agreements with BKC, which contributed $26.9
million in restaurant sales in fiscal 1995, are scheduled to expire. The
Company believes that it will satisfy BKC's requirements for renewal of
franchise agreements and, accordingly, that successor franchise agreements
will be granted in due course by BKC upon the expiration of the franchise
agreements.

The Company intends to expand its operations of Burger King restaurants
through both acquisitions and new restaurant development. Pursuant to the BKC
franchise agreements, BKC approval is required for the renewal of the
Company's existing franchise agreements. Pursuant to current BKC policies and
procedures applicable to the Company, BKC's approval is required for the
acquisition of Burger King restaurants by the Company from other Burger King
franchisees and the development of new Burger King restaurants by the
Company. BKC's consent to such renewals, acquisitions or development may be
withheld in BKC's sole discretion. BKC may also condition its consent to any
such renewal, acquisition or development on the Company's agreement to take
certain actions, such as making capital expenditures on acquired restaurants,
providing information to BKC's management information systems, disposing of
certain acquired restaurants and maintaining specified financial ratios. In
addition, BKC franchise agreements provide BKC with a right of first refusal
to purchase all Burger King restaurants which franchisees wish to sell,
including those restaurants which may be sold to the Company in the Michigan
Acquisition. See "Risk Factors--BKC Franchise Agreement Restrictions" and
"Certain Transactions."

Pursuant to current BKC policies and procedures, the Company and each of
its subsidiaries which is a franchisee is required to obtain BKC's consent
prior to making certain changes to their capital structure and modifications
to their corporate governance documents. In particular, no amendment may be
made to the Company's or the relevant subsidiary franchisee's certificate of
incorporation or bylaws, nor may any resolution be adopted, without first
obtaining BKC's consent, if such amendment or resolution would have any of
the following effects: (i) change the description of the Company or the
relevant subsidiary franchisee's purpose or authorized activities; (ii)
change the designation of, or the procedures for designating, the managing
owner; (iii) change the authority granted to the managing owner; or (iv)
materially alter promises or representations made in a distribution plan
approved by BKC. A distribution plan is a plan approved by BKC prior to
granting a franchise which describes the distribution of the securities of
the Company or the relevant subsidiary franchisee. The franchise agreements
also prohibit the Company's subsidiaries, its managing owners and owners,
including Messrs. Jaro, Osborn and Hubert, from transferring their interests
in the Company's franchise agreements in any way without first obtaining
BKC's consent.

Current BKC policies and procedures also place certain restrictions on the
management structure of BKC franchisees, including the Company. For example,
a managing owner and an owner must be named

<PAGE>

in each franchise agreement. Under the franchise agreements, Messrs. Jaro and
Osborn are named as managing owners and Messrs. Jaro, Osborn and Hubert are
named as owners. The managing owners have the authority to bind the
franchisee in its dealings with BKC and to direct any action necessary to
ensure compliance with the franchise agreements and related documents,
including leases with BKC. In addition, each managing owner is personally
liable to BKC for the franchisee's obligations under such agreements. Also,
each franchise agreement requires that a managing director be designated to
ensure that the day-to-day operation of the relevant franchised restaurant
complies with BKC's standards. BKC has the right to terminate its franchise
agreement with a franchisee if (i) the franchisee or the managing owner is
convicted of a crime punishable by a term of imprisonment in excess of one
year or (ii) the franchisee, the managing owner or a managing director
engages in conduct which reflects unfavorably on the franchisee or Burger
King system generally. Managing owners cannot be replaced without receiving
the consent of BKC. In addition, absent BKC's prior written consent, managing
owners are required to hold a 5% voting interest in corporate franchise and
to personally guarantee the franchisee's obligations to BKC. Furthermore, no
managing owner or owner may sell, encumber or otherwise transfer any portion
of his equity interest in the Company without first obtaining the consent of
BKC. After the transfer of its equity interest, managing owners remain
personally obligated to BKC under the franchise agreements and any other
agreements between the franchisee and BKC, unless such obligation has been
fully satisfied or waived by BKC.

Pursuant to the BKC franchise agreements, transfers or issuances by the
Company of its equity securities or transfers that result in a change of
control of the Company in connection with a public tender offer, require the
consent of BKC. If BKC were to object to any issuance or transfer by the
Company of its equity securities or transfers that result in a change of
control of the Company in connection with a public tender offer, BKC could
terminate its franchise agreements. See "Description of Capital
Stock--Anti-Takeover Effects of Delaware Law and the BKC Franchise
Agreements," "Certain Transactions" and "Risk Factors--BKC Franchise
Agreements."

ADVERTISING AND PROMOTION

The Company believes that one of the major advantages of being a BKC
franchisee is the marketing support and brand promotion it realizes from the
marketing activities of BKC. In addition to the benefits derived by the
Company from BKC's $200 million advertising budget, the Company supplements
BKC's advertising and promotional activities with local advertising and
promotions, including purchasing additional television, radio and print
advertising and running promotional programs that support national programs
with local tie-ins to other consumer brands. These local tie-ins included
cross promotions with the Colorado Rockies, Fannie May Candies and
Northwestern University, among others. Other promotional programs include
coupons and price discounts, which are tailored by the Company to appeal to
its customer base depending on demographics and other factors, thereby
creating flexible and directed marketing programs. For fiscal 1995, the
Company spent approximately $600,000 on supplemental local advertising and
promotions, and plans to continue its local advertising and promotional
programs at comparable levels in the future.

SUPPLIES AND DISTRIBUTION

The Company is a member of a national purchasing cooperative created by
and for the Burger King system known as Restaurant Services, Inc. ("RSI").
RSI is an independent, member-owned, non-profit cooperative which provides
services on behalf of, and for the benefit of, Burger King restaurant
operators. RSI negotiates the lowest cost for the Burger King system while
improving quality, enhancing competitiveness and ensuring the best possible
value. RSI has the sole and exclusive responsibility for negotiating
purchasing arrangements for the Burger King system with respect to certain
paper goods, restaurant supplies, food and drink products, certain equipment
and many other items mutually agreed to by Burger King franchisees for use in
the Burger King system. The Company uses its purchasing power to negotiate
directly with certain other vendors as well as each of its distributors, to
obtain favorable pricing and terms for the distribution of its products.
Currently, the Company's primary distributor of foodstuffs and supplies is
ProSource Distribution Services, Inc.

<PAGE>

All BKC-approved suppliers are required by BKC to purchase all foodstuffs
and supplies from BKC, approved manufacturers and purveyors. BKC is
responsible for quality control and supervision of these manufacturers and
purveyors. BKC monitors all BKC-approved manufacturers and purveyors of its
foodstuffs. BKC regularly visits these manufacturers and purveyors to observe
the preparation of the foodstuffs and conducts various tests to ensure that
only high quality foodstuffs are sold to BKC-approved suppliers, distributors
and franchisees. In addition, BKC coordinates and supervises audits of
approved suppliers and distributors to determine continuing product
specification compliance and ensure that manufacturing plant and distribution
center standards are met.

The Company believes that reliable alternative sources for virtually all
restaurant supplies are readily available at competitive prices should the
arrangements with ProSource or any other existing supplier or distributor
change.

QUALITY ASSURANCE

The Company's operations are focused on achieving a high level of customer
satisfaction, with speed, accuracy and quality of service closely monitored.
The Company's senior management and restaurant management staff are
principally responsible for ensuring compliance with the Company's and BKC's
operating procedures. The Company and BKC have uniform operating standards
and specifications relating to the quality, preparation and selection of menu
items, maintenance and cleanliness of the premises and employee conduct.
Detailed reports from the Company's own management information systems and
surveys conducted by the Company or BKC are tabulated and distributed to
management on a regular basis to help maintain compliance. In addition to
customer satisfaction, these reports track comparable sales and customer
counts, labor and food costs, inventory levels, waste losses and cash
balances.

All Burger King franchisees operate subject to a comprehensive regimen of
quality assurance standards set by BKC, as well as standards set by Federal,
state and local governmental laws and regulations. These standards include
food preparation rules regarding, among other things, minimum cooking times
and temperatures, sanitation and cleanliness. In addition, BKC has set
maximum time standards for holding unsold prepared food. For example,
sandwiches and french fries are required to be discarded after ten minutes
and seven minutes following preparation, respectively. The "conveyor belt"
cooking system utilized in all Burger King restaurants, which is calibrated
to carry hamburgers through the flame broiler at regulated speeds, is one of
the safest cooking systems among major fast-food restaurants and helps to
ensure that the standardized minimum times and temperatures for cooking are
met.

The Company closely supervises the operation of all of its restaurants to
help insure that standards and policies are followed and that product
quality, customer service and cleanliness of the restaurants are maintained.
In addition, BKC may conduct unscheduled inspections of Burger King
restaurants throughout the nationwide system.

COMPETITION

The restaurant industry is intensely competitive with respect to price,
service, location and food quality. The industry is mature and competition
can be expected to increase. The Company's Burger King restaurants compete
with a large number of national and regional restaurant chains, as well as
locally-owned restaurants offering low-priced and medium-priced food.
Convenience stores, grocery stores, delicatessens and food counters,
cafeterias and other purveyors of moderately priced and quickly prepared
foods also compete with the Company. In the Company's markets, McDonald's,
Wendy's and Hardees provide the most significant competition.

McDonald's operates more restaurants than the Company in all but one of
the Company's current markets and is the Company's largest competitor.
According to publicly available information, as of December 31, 1995, the
McDonald's system comprised 18,380 restaurants and total system-wide revenues
for McDonald's for the year ended December 31, 1995 were $29.9 billion. The
Company believes that product quality and taste, name recognition,
convenience of location, speed of service, menu variety,

<PAGE>

price, and ambiance are the most important competitive factors in the
quick-service restaurant industry and that its Burger King restaurants
effectively compete in each category.

The Company faces competition in its expansion plans. Potential Burger
King acquisition and development competitors include BKC, which has exercised
its right of first refusal with respect to previously proposed restaurant
sales, controls the areas in which new Burger King restaurant sites can be
developed and may impose, as a condition to its consent to any proposed
acquisition or development opportunity, conditions, limitations or other
restrictions on the Company and its activities. Other potential competitors
in acquiring and developing Burger King restaurants include other investors
and existing Burger King franchisees. The Company also competes with other
quick-service restaurant operators and developers for the most desirable site
locations. See "Business--Strategy."

GOVERNMENT REGULATION

The Company is subject to various Federal, state and local laws affecting
its business, including various health, sanitation, fire and safety
standards. Newly constructed or remodeled restaurants are subject to state
and local building code and zoning requirements. In connection with the
remodeling and alteration of the Company's Burger King restaurants, the
Company may be required to expend funds to meet certain Federal, state and
local regulations, including regulations requiring that remodeled or altered
restaurants be handicapped-accessible. The Company is also subject to Federal
and state environmental regulations, although such regulations have not had a
material effect on the Company's operations taken as a whole. Difficulties or
failures in obtaining the required licenses or approvals could delay or
prevent the opening of a new restaurant in a particular area.

The Company is also subject to the Fair Labor Standards Act and various
state laws governing such matters as minimum wage requirements, overtime and
other working conditions and citizenship requirements. A significant number
of the Company's food service personnel are paid at rates related to the
Federal minimum wage and increases in the minimum wage, including proposals
currently before Congress, would increase the Company's labor costs.

The Company is also subject to various local, state and Federal laws
regulating the discharge of pollutants into the environment. The Company
believes that it conducts its operations in substantial compliance with
applicable environmental laws and regulations. In an effort to prevent and,
if necessary, to correct environment problems, the Company conducts
environmental audits of a proposed restaurant site in order to determine
whether there is any evidence of contamination prior to purchasing or
entering into a lease with respect to such restaurant.

The Company believes that it conducts its operations in substantial
compliance with applicable laws and regulations governing its operations.

PROPERTIES

As of the date of this Prospectus, the Company operated all of its
restaurants on locations where it leases the land and the building. BKC is
the lessor on approximately 60% of such properties, primarily as a result of
the Company's initial acquisition of Burger King restaurants from BKC. Most
of the Company's leases are coterminous with the related franchise agreements
and require the Company to pay property taxes, insurance, maintenance and
other operating costs of the properties. Generally, the terms of the leases
require lease payments equal to the greater of a fixed minimum annual rent or
8.5% of annual gross sales. The Company believes that it generally will be
able to renew all of its restaurant leases as they expire at commercially
reasonable rates.

Within five years of April 1, 1996, 23 of the Company's 180 current
restaurant leases are due to expire. The Company believes that it will be
able to renew expiring leases at reasonable rates in the future. During
fiscal 1995, the Company renewed each of its three leases expiring during
such fiscal year on terms generally consistent with those of the expiring
leases.

The Company's headquarters are located in an approximately 16,000 square
foot leased office space in Westchester, Illinois. The term of the present
lease expires on September 30, 1998. The Company believes that its existing
central office provides sufficient space to support its expected expansion
over the next several years.

<PAGE>

EMPLOYEES

As of April 1, 1996, the Company employed 631 full-time salaried employees
and approximately 5,400 full and part-time hourly employees. Of the Company's
full-time employees, 37 are involved in overseeing restaurant operations, 528
are involved in the management of individual restaurants, and the remainder
are responsible for corporate administration. None of the Company's employees
are covered by a collective bargaining agreement. The Company believes that
the dedication of its employees is critical to its success, and its relations
with its employees are good.

LITIGATION

The Company is not a party to any pending legal proceeding the resolution
of which, the management of the Company believes, would have a material
adverse effect on the Company's results of operations or financial condition,
nor to any other pending legal proceedings other than ordinary, routine
litigation incidental to its business.

<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following sets forth the names and ages of the Company's directors and
executive officers and the positions they hold as of the date of this
Prospectus:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY
- ----------------------- ----- ---------------------------------------------------

<S> <C> <C>
Lawrence E. Jaro ....... 52 Managing Owner, Chairman and Chief Executive Officer
William C. Osborn ...... 47 Managing Owner, Vice Chairman and Director
Gary W. Hubert ......... 44 Chief Operating Officer and Director
Joel D. Aaseby ......... 37 Chief Financial Officer and Corporate Secretary
Scott E. Vasatka ....... 43 Vice President-Human Resources
A. Richard Caputo, Jr. 30 Vice President and Director
Thomas H. Quinn ........ 48 Director
John W. Jordan, II .... 47 Director
David W. Zalaznick .... 42 Director
</TABLE>

Set forth below is a brief description of the business experience of each
director and executive officer of the Company.

MR. JARO has served as the Company's Managing Owner, Chief Executive
Officer and as a Director since the Company's inception, and currently serves
as Chairman. Mr. Jaro has over 15 years of experience as a Burger King
restaurant franchisee. Prior to joining the Company, Mr. Jaro was the
President and Chief Executive Officer of Jaro Enterprises, Inc., an operator
of 12 Burger King restaurants in Colorado and Texas.

MR. OSBORN has served as the Company's Managing Owner and as a Director
since the Company's inception. Mr. Osborn also served as the Company's
President until May 10, 1996 at which time he was appointed the Company's
Vice Chairman. Mr. Osborn has over 10 years of experience as a Burger King
restaurant franchisee as well as a franchisee of other restaurant concepts.
Prior to joining the Company, Mr. Osborn owned and operated three Burger King
restaurants in Colorado.

MR. HUBERT has served as the Company's Senior Vice President and as a
Director since the Company's inception, and currently serves as Chief
Operating Officer. Mr. Hubert has over 20 years of experience with BKC in
restaurant operations and franchise management. Prior to joining the Company,
Mr. Hubert was a Vice President with BKC in both the Franchise and Corporate
Operations divisions and served as the Area Operations Manager for BKC's
Chicago region from 1985 to 1989.

MR. AASEBY has served as the Company's Vice President--Finance and
Corporate Secretary since the Company's inception, and currently serves as
Chief Financial Officer. Mr. Aaseby has over 21 years of experience with BKC
in various finance, accounting and operations positions, including Midwest
Sector Controller from 1989 to 1994.

MR. VASATKA has served as the Company's Vice President-Human Resources
since the Company's inception. Mr. Vasatka has over 26 years of experience in
the restaurant industry. Prior to joining the Company, Mr. Vasatka was
employed by Davgar Restaurants from 1969 until 1994, and held various senior
management positions including District Manager, Director of Training and
Division President.

MR. CAPUTO has served as a Vice President and Director of the Company
since its inception. Mr. Caputo is a partner of The Jordan Company, which he
has been associated with since 1990. Mr. Caputo is also a director of Jackson
Products, Inc. as well as other privately held companies.

MR. QUINN has served as a Director of the Company since its inception.
Since 1988, Mr. Quinn has been President, Chief Operating Officer and a
director of Jordan Industries, Inc., a diversified industrial holding
company. Mr. Quinn is also the Chairman of the Board and Chief Executive
Officer of American Safety Razor Company and Welcome Home, Inc. as well as
other privately held companies.

<PAGE>

MR. JORDAN has served as a Director of the Company since its inception.
Mr. Jordan is a managing partner of The Jordan Company, a private merchant
banking firm which he founded in 1982. Mr. Jordan is also a director of
Jordan Industries, Inc., American Safety Razor Company, Jackson Products,
Inc., Leucadia National Corporation, Carmike Cinemas, Inc., NEWFLO
Corporation, Welcome Home, Inc. and Apparel Ventures, Inc. as well as other
privately held companies.

MR. ZALAZNICK has served as a Director of the Company since its inception.
Since 1982, Mr. Zalaznick has been a managing partner of The Jordan Company.
Mr. Zalaznick is also a director of Jordan Industries, Inc., Carmike Cinemas,
Inc., American Safety Razor Company, Jackson Products, Inc., Marisa
Christina, Inc., NEWFLO Corporation and Apparel Ventures, Inc. as well as
other privately held companies.

Each of the Company's directors was nominated to the Board of Directors
pursuant to the Stockholders Agreement (as hereinafter defined), which
required the stockholders named therein to vote for such nominees.
Simultaneously with the closing of the Offerings, and pursuant to the
Recapitalization Agreement, certain provisions of the Stockholders Agreement,
including the agreement to nominate certain members to the Board of
Directors, will be terminated. See "Description of Capital Stock--The
Recapitalization."

Prior to the consummation of the Offerings, the Company intends to
increase the number of members of the Board of Directors from seven to nine.
The Company has initiated a search to identify two independent directors (the
"Independent Directors") to fill the new positions on the Board of Directors.

Effective simultaneously with the closing of the Offerings, the Board of
Directors intends to establish (i) an executive committee with Messrs.
Caputo, Jaro, Jordan, and Quinn serving as the members thereof, (ii) an audit
committee with Mr. Caputo and the Independent Directors serving as the
members thereof, and (iii) a compensation committee with Mr. Quinn and the
Independent Directors serving as the members thereof.

BOARD OF DIRECTORS

Liability Limitation. The Certificate of Incorporation provides that a
director of the Company shall not be personally liable to it or its
stockholders for monetary damages to the fullest extent permitted by Delaware
Corporation Law. In accordance with Delaware Corporation Law, the Certificate
of Incorporation does not eliminate or limit the liability of a director for
acts or omissions that involve intentional misconduct by a director or a
knowing violation of law by a director for voting or assenting to an unlawful
distribution, or for any transaction from which the director will personally
receive a benefit in money, property, or services to which the director is
not legally entitled. Delaware Corporation Law does not affect the
availability of equitable remedies such as an injunction or rescission based
upon a director's breach of his duty of care. Any amendment to these
provisions of the Delaware Corporation Law will automatically be incorporated
by reference into the Certificate of Incorporation and the Bylaws, without
any vote on the part of its stockholders, unless otherwise required.

Indemnification Agreements. Simultaneously with the consummation of the
Offerings, the Company and each of its directors will enter into
indemnification agreements. The indemnification agreements will provide that
the Company will indemnify the directors against certain liabilities
(including settlements) and expenses actually and reasonably incurred by them
in connection with any threatened or pending legal action, proceeding or
investigation (other than actions brought by or in the right of the Company)
to which any of them is, or is threatened to be, made a party by reason of
their status as a director, officer or agent of the Company, or serving at
the request of the Company in any other capacity for or on behalf of the
Company; provided that (i) such director acted in good faith and in a manner
not opposed to the best interest of the Company, (ii) with respect to any
criminal proceedings had no reasonable cause to believe his or her conduct
was unlawful, (iii) such director is not finally adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
Company, unless the court views in light of the circumstances the director is
nevertheless entitled to indemnification, and (iv) the indemnification does
not relate to any liability arising under Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or the rules or
regulations promulgated thereunder. With respect to any action brought by or
in the right of the Company, directors may also be indemnified, to the

<PAGE>

extent not prohibited by applicable laws or as determined by a court of
competent jurisdiction, against expenses actually and reasonably incurred by
them in connection with such action if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests
of the Company.

Director Compensation. After the consummation of the Offerings, directors
who are not employees of the Company will receive $10,000 per year for
serving as a director of the Company. In addition, the Company reimburses
directors for their travel and other expenses incurred in connection with
attending meetings of the Board of Directors. The Independent Directors will
receive options under the Stock Option Plan. See "--Stock Option Plan."

COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION

Prior to the consummation of the Offerings, the Board of Directors did not
maintain a Compensation Committee. During fiscal 1995, however, Messrs.
Caputo, Jaro, Jordan and Quinn participated in deliberations of the Board of
Directors concerning executive officer compensation. See "Certain
Transactions."

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth a summary of certain information regarding
compensation paid or accrued by the Company during fiscal 1995 to each of the
Company's chief executive officer and other executive officers of the Company
whose total annual salary and bonus exceeded $100,000 during such period
(collectively, the "Named Executives").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------------------------------------
FISCAL OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) COMPENSATION
- --------------------------- -------- ---------- --------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Lawrence E. Jaro
Managing Owner and Chief
Executive Officer ......... 1995 $215,000 $64,500 $0 $0
William C. Osborn
Managing Owner and Vice
Chairman .................. 1995 215,000 64,500 0 10,000(3)
Gary W. Hubert
Chief Operating Officer
and Senior Vice President . 1995 215,000 64,500 0 0
Joel D. Aaseby
Chief Financial Officer
and Corporate Secretary ... 1995 110,000 32,000 0 0
Scott E. Vasatka
Vice President--
Human Resources ........... 1995 105,000 31,000 0 0

</TABLE>
(1) The Company provides bonus compensation based on an individual's
achievement of certain specified objectives, including achieving the
Company's stated earnings before interest, taxes, depreciation and
amortization. Employees are eligible to receive from 10% to 60% of their
annual compensation as a bonus. After the consummation of the Offerings,
bonuses paid to executive officers will be determined by the Compensation
Committee of the Board of Directors.

(2) No executive named in the table above received any Other Annual
Compensation in an amount in excess of either $50,000 or 10% of Salary and
Bonus reported for him in the two preceding columns.

(3) Represents the amount of life insurance premiums paid by the Company on
the life of Mr. Osborn with death benefits designated by the executive.

<PAGE>

Option Exercises in Fiscal 1995 and Fiscal Year-end Values

The following table shows stock options exercised by each of the Named
Executives during fiscal 1995, including the aggregate value of gains on the
date of exercise. In addition, this table includes the number of shares
covered by both exercisable and non-exercisable stock options as of fiscal
year-end, and the values for unexercised options. Except as listed in the
table, no other Named Executive exercised any Company stock options or
beneficially owned unexercised Company stock options.

AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END VALUES

<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
JANUARY 1, 1996 AT JANUARY 1, 1996(1)
----------------------------- ------------------------------
EXERCISABLE UNEXERCISABLE(2) EXERCISABLE UNEXERCISABLE
------------- -------------- ------------- ---------------
<S> <C> <C> <C> <C>
Scott E. Vasatka 2.81 2.81 $ $
</TABLE>

(1) Based on the difference between an initial public offering price of $
per share (the midpoint of the range set forth on the cover of this
Prospectus) and the option exercise price. The above valuation may not
reflect the actual value of unexercised options as the value of unexercised
options will fluctuate with market activity.

(2) The Company granted options to purchase up to 5.62 shares of Common
Stock, 50% of which vested as of September 1, 1995 and 50% of which will vest
as of September 1, 1996.

RETIREMENT AND 401(K) PLANS

Starting August 1, 1996, the Company will offer to all its employees the
option to participate in its newly created 401(k) plan, upon fulfillment of
certain requirements. The Company will have the option, but not the
obligation, to match contributions made by its employees under the 401(k)
plan. In addition, the Company will provide disability insurance to certain
key executives. The insurance will cover all salary payments to the
executives during the entire period of disability.

EMPLOYMENT AGREEMENTS

Effective September 1, 1994, Enterprises entered into an employment
agreement with Lawrence E. Jaro (the "Jaro Employment Agreement"). Pursuant
to the terms of the Jaro Employment Agreement, Mr. Jaro agreed to serve as
Chief Executive Officer and Co-Managing Owner of the Company and Enterprises
for a five-year period ending on August 31, 1999 with automatic one-year
renewals thereafter, provided that neither Mr. Jaro nor Enterprises has
provided the other with a notice of termination 120 days prior to the
expiration date of the Jaro Employment Agreement. Mr. Jaro also agreed not to
compete against Enterprises throughout the term of his employment and for one
year thereafter, and not to disclose any confidential information during and
after the term of his employment. In exchange for his services and covenants,
Enterprises agreed to compensate Mr. Jaro with a base salary of $215,000 per
annum (subject to an annual cost of living adjustment), an automobile
allowance of $800 per month and reimbursement of up to $6,000 per annum for
automobile-related costs. After the consummation of the Offerings, the
Compensation Committee may, in its sole discretion, approve a higher annual
base salary for Mr. Jaro and an annual bonus of up to 60% of Mr. Jaro's base
salary. In the event Mr. Jaro no longer provides services to Enterprises due
to (i) his death or physical or mental disability or (ii) his dismissal
without Cause (as defined in the Jaro Employment Agreement) or as a result of
a material reduction in his authority, then Mr. Jaro is entitled to receive
his base compensation from the date of his termination through the first
anniversary of such termination or through the remaining term of his
employment agreement, respectively.

Effective September 1, 1994, Enterprises entered into an employment
agreement with William C. Osborn (the "Osborn Employment Agreement").
Pursuant to the terms of the Osborn Employment

<PAGE>

Agreement, Mr. Osborn agreed to serve as President and Co-Managing Owner of
the Company and Enterprises for a five-year period ending on August 31, 1999
with automatic one-year renewals thereafter, provided that neither Mr. Osborn
nor Enterprises has provided the other with a notice of termination 120 days
prior to the expiration date of the Osborn Employment Agreement. Mr. Osborn
also agreed not to compete against Enterprises throughout the term of his
employment and for one year thereafter, and not to disclose any confidential
information during and after the term of his employment. In exchange for his
services and covenants, Enterprises agreed to compensate Mr. Osborn with a
base salary of $215,000 per annum (subject to an annual cost of living
adjustment), an automobile allowance of $800 per month and reimbursement of
up to $6,000 per annum for automobile-related costs. After the consummation
of the Offerings, the Compensation Committee may, in its sole discretion,
approve a higher annual base salary for Mr. Osborn and an annual bonus of up
to 60% of Mr. Osborn's base salary. In the event Mr. Osborn no longer
provides services to Enterprises due to (i) his death or physical or mental
disability or (ii) his dismissal without Cause (as defined in the Osborn
Employment Agreement) or as a result of a material reduction in his
authority, then Mr. Osborn is entitled to receive his base compensation from
the date of his termination through the first anniversary of such termination
or through the remaining term of his employment agreement, respectively.
Effective May 10, 1996, the Company and Mr. Osborn agreed that Mr. Osborn
would resign as President to become Vice Chairman of the Company.

Effective September 1, 1994, Enterprises entered into an employment
agreement with Gary W. Hubert (the "Hubert Employment Agreement"). Pursuant
to the terms of the Hubert Employment Agreement, Mr. Hubert agreed to serve
as Senior Vice President and Managing Director of the Company and Enterprises
for a five-year period ending on August 31, 1999 with automatic one-year
renewals thereafter, provided that neither Mr. Hubert nor Enterprises has
provided the other with notice of termination 120 days prior to the
expiration of the Hubert Employment Agreement. Mr. Hubert also agreed not to
compete against Enterprises throughout the term of his employment and for one
year thereafter, and not to disclose any confidential information during and
after the term of his employment. In exchange for his services and covenants,
Enterprises agreed to compensate Mr. Hubert with a base salary of $215,000
per annum (subject to an annual cost of living adjustment), an automobile
allowance of $800 per month and reimbursement of up to $6,000 per annum for
automobile-related costs. After the consummation of the Offerings, the
Compensation Committee may, in its sole discretion, approve a higher annual
base salary for Mr. Hubert and an annual bonus of up to 60% of Mr. Hubert's
base salary. In the event Mr. Hubert no longer provides services to
Enterprises due to (i) his death or physical or mental disability or (ii) his
dismissal without Cause (as defined in the Hubert Employment Agreement) or as
a result of a material reduction in his authority, then Mr. Hubert is
entitled to receive his base compensation from the date of his termination
through the first anniversary of such termination or through the remaining
term of his employment agreement, respectively.

Effective September 1, 1994, Enterprises entered into an employment
agreement with Joel D. Aaseby (the "Aaseby Employment Agreement"). Pursuant
to the terms of the Aaseby Employment Agreement, Mr. Aaseby agreed to serve
as Vice President--Finance of Enterprises for a five-year period ending on
August 31, 1999 with automatic one-year renewals thereafter, provided that
neither Mr. Aaseby nor Enterprises has provided the other with notice of
termination 120 days prior to the expiration of the Aaseby Employment
Agreement. Mr. Aaseby also agreed not to compete with Enterprises throughout
the term of his employment and for one year thereafter, and not to disclose
any confidential information during and after the term of his employment. In
exchange for his services and covenants, Enterprises agreed to compensate Mr.
Aaseby with a base salary of $110,000 per annum (subject to an annual cost of
living adjustment), an automobile allowance of $500 per month and
reimbursement of up to $6,000 per annum for automobile-related costs. After
the consummation of the Offerings, the Compensation Committee may, in its
sole discretion, approve a higher annual base salary for Mr. Aaseby and an
annual bonus of up to 40% of Mr. Aaseby's base salary. In the event Mr.
Aaseby no longer provides services to Enterprises due to (i) his death or
physical or mental disability or (ii) his dismissal without Cause (as defined
in the Aaseby Employment Agreement) or as a result of a material reduction in
his authority, then Mr. Aaseby is entitled to receive his base compensation
from the date of his termination through the first anniversary of such
termination or through the remaining term of his employment agreement,
respectively. In the event Mr. Aaseby no longer provides services to
Enterprises after his initial five-year

<PAGE>

term of employment or during his initial five-year term for any reason other
than his voluntary termination, then Mr. Aaseby has the option for 540 days
following his termination to purchase from Enterprises one of its Burger King
restaurants for a specified price.

Effective September 1, 1994, Enterprises entered into an employment
agreement with Scott E. Vasatka (the "Vasatka Employment Agreement").
Pursuant to the terms of the Vasatka Employment Agreement, Mr. Vasatka agreed
to serve as Vice President--Human Resources of Enterprises for a five-year
period ending on August 31, 1999 with automatic one-year renewals thereafter,
provided that neither Mr. Vasatka nor Enterprises has provided the other with
notice of termination 120 days prior to the expiration of the Vasatka
Employment Agreement. Mr. Vasatka also agreed not to compete against
Enterprises throughout the term of his employment and for one year
thereafter, and not to disclose any confidential information during and after
the term of his employment. In exchange for his services and covenants,
Enterprises agreed to compensate Mr. Vasatka with a base salary of $105,000
per annum (subject to an annual cost of living adjustment), an automobile
allowance of $500 per month and reimbursement of up to $6,000 per annum for
automobile-related costs. After the consummation of the Offerings, the
Compensation Committee may, in its sole discretion, approve a higher annual
base salary for Mr. Vasatka and an annual bonus. In the event Mr. Vasatka no
longer provides services to Enterprises due to (i) his death or physical or
mental disability or (ii) his dismissal without Cause (as defined in the
Vasatka Employment Agreement) or as a result of a material reduction in his
authority, then Mr. Vasatka is entitled to receive his base compensation from
the date of his termination through the first anniversary of such termination
or through the remaining term of his employment agreement, respectively.

STOCK OPTION PLAN

Subject to the approval of the Company's existing stockholders and the
consummation of the Offerings, the Company has adopted the Stock Option Plan
pursuant to which options and stock appreciation rights are granted for the
purpose of attracting and motivating key employees and non-employee directors
of the Company. The Stock Option Plan will be administered by the
Compensation Committee. The Stock Option Plan will provide for the grant of
options to purchase shares of Common Stock that are either "qualified," that
is, those that satisfy the requirements of Section 422 of the Code for
incentive stock options, or "non-qualified," that is, those that are not
intended to satisfy the requirements of Section 422 of the Code, as well as
stock appreciation rights ("SARs") on such options. The Compensation
Committee will recommend, subject to the approval of the disinterested
members of the Board of Directors, which individuals will be granted options
and SARs, the number of shares to be optioned and other terms and conditions
applicable to the grants. Under the terms of the Stock Option Plan, options
will be at the market price of the Common Stock at the time of grant. If an
option holder ceases to be an employee of the Company, the holder has three
months to exercise the holder's vested options, unless the holder's
termination was by reason of death or disability, in which case the holder
(or his estate) has twelve months to exercise his vested options, or
retirement, in which case the holder has three years to exercise his vested
options.

The maximum number of shares of Common Stock reserved for issuance under
the Stock Option Plan is shares (subject to adjustment for certain
events such as stock splits and stock dividends). The Company intends to file
immediately after the Offerings a registration statement on Form S-8 under
the Securities Act to register the shares of Common Stock reserved for
issuance under the Stock Option Plan and the shares reserved for issuance to
Messrs. Stahurski and Vasatka described below. Independent directors of the
Company will each be awarded options to purchase shares of the Company's
Common Stock, at an exercise price equal to the initial public offering price
of the Common Stock, of which will vest on each of the first through
the anniversaries of the date of grant.

In connection with their employment by the Company, on September 1, 1994,
the Company granted each of Messrs. Stahurski and Vasatka options to purchase
5.62 shares of Common Stock, pursuant to separate option agreements which are
not part of the Stock Option Plan. These options vest at a rate of 50% per
annum. Each of Messrs. Stahurski and Vasatka intend to exercise their options
simultaneously with the consummation of the Offerings.

<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The table below sets forth as of April 1, 1996, certain information prior
to and after the Offerings regarding beneficial ownership of Common Stock
held by (i) each director and each of the Named Executives who own shares of
Common Stock, (ii) all directors and executive officers of the Company as a
group, (iii) each person known by the Company to own beneficially more than
5% of the Common Stock and (iv) to the extent not set forth pursuant to the
foregoing, each potential selling stockholder (the "Selling Stockholders") if
the Underwriters' over-allotment is exercised in full. Each individual or
entity named has sole investment and voting power with respect to shares of
Common Stock indicated as beneficially owned by them, except where otherwise
noted.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
SHARES BENEFICIALLY NUMBER OF AFTER OFFERINGS IF
OWNED PRIOR TO THE SHARES BEING OVER-ALLOTMENT OPTION
OFFERINGS(1) OFFERED IF OVER- EXERCISED IN FULL (1)
-------------------------- ALLOTMENT OPTION -----------------------------
NUMBER PERCENTAGE EXERCISED IN FULL NUMBER PERCENTAGE
------------ ------------ ----------------- ----------------- ----------
<S> <C> <C> <C> <C> <C>
EXECUTIVE OFFICERS AND DIRECTORS:
Lawrence E. Jaro .................... 227.10(2) 22.7% 0
William C. Osborn ................... 93.95(3) 9.4 0
Gary W. Hubert ...................... 33.71 3.4 0
Joel D. Aaseby ...................... 11.24 1.1 0
Thomas H. Quinn(4) .................. 33.71 3.4 0
John W. Jordan ...................... 329.66(5) 33.0 0
A. Richard Caputo, Jr.(6) ........... 14.61 1.5 0
David W. Zalaznick .................. 329.66(7) 33.0 0
Scott E. Vasatka .................... 5.62(8) 0.6 0
All directors and executive officers
as a group (9 persons) ............. 793.95(9) 78.9 0

OTHER PRINCIPAL AND
SELLING STOCKHOLDERS:
MCIT PLC(10) ........................ 285.31 28.5%
Leucadia Investors, Inc.(11) ....... 71.33 7.1
BancBoston Capital Inc. ............. 112.36(12) 10.1
PMI Mezzanine Fund, L.P. ............ 71.72(13) 6.7
</TABLE>

(1) Calculated pursuant to Rule 13d-3(d) under the Exchange Act. Under Rule
13d-3(d), shares not outstanding which are subject to options, warrants,
rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage owned by
such person, but not deemed outstanding for the purpose of calculating the
percentage owned by each other person listed. As of April 1, 1996, the
Company had 1,000.02 shares of Common Stock issued and outstanding. The table
gives effect to the Recapitalization. See "Description of Capital Stock--The
Recapitalization."

(2) Includes 193.39 shares of Common Stock beneficially owned by various
affiliates of Mr. Jaro. Mr. Jaro's address is c/o the Company, 2215
Enterprise Drive, Suite 1502, Westchester, Illinois 60154.

(3) Includes 60.24 shares of Common Stock beneficially owned by various
affiliates of Mr. Osborn. Mr. Osborn's address is c/o the Company, 2215
Enterprise Drive, Suite 1502, Westchester, Illinois 60154.

(4) Mr. Quinn is President and Chief Operating Officer of Jordan Industries,
Inc., a company affiliated with The Jordan Company, an entity with which
Messrs. Caputo, Jordan and Zalaznick are also affiliated.

(5) Includes 44.35 shares of Common Stock held by John W. Jordan II Revocable
Trust, of which Mr. Jordan is trustee and 285.31 shares of Common Stock held
by MCIT which is advised by Jordan Zalaznick Advisors, Inc. ("JZAI"), an
entity controlled by Messrs. Jordan and Zalaznick. Mr. Jordan's address is
c/o The Jordan Company, 9 West 57th Street, New York, New York 10019.

<PAGE>

(6) Mr. Caputo is a partner of The Jordan Company, an entity with which
Messrs. Jordan and Zalaznick are also affiliated.

(7) Includes 285.31 shares of Common Stock held by MCIT which is advised by
JZAI, an entity controlled by Messrs. Jordan and Zalaznick. Mr. Zalaznick's
address is c/o The Jordan Company, 9 West 57th Street, New York, New York
10019.

(8) Represents an immediately exercisable option to purchase shares of Common
Stock.

(9) Includes all shares owned directly or beneficially by directors and
executive officers, including shares beneficially owned by affiliates of
Messrs. Jaro and Osborn.

(10) The principal address of MCIT is c/o JZAI, 9 West 57th Street, New York,
New York 10019.

(11) The principal address of Leucadia is 315 Park Avenue South, New York,
New York 10010.

(12) Represents immediately exercisable warrants to purchase 112.36 shares of
Non-Voting Common Stock (as hereinafter defined) held by BancBoston Capital
Inc. ("BancBoston") an affiliate of The First National Bank of Boston
("FNBB"). The principal address of BancBoston is 100 Federal Street, Boston,
Massachusetts 02110. See "Description of Capital Stock--Non-Voting Common
Stock."

(13) Represents immediately exercisable warrants to purchase 71.72 shares of
Common Stock. The address of PMI Mezzanine Fund, L.P. ("PMI") is 610 Newport
Center Drive, Suite 1100, Newport Beach, California 92660. Upon the
consummation of the Offerings, all of the warrants held by PMI to purchase
shares of Common Stock will terminate.

<PAGE>

DESCRIPTION OF CAPITAL STOCK

The following summarizes certain provisions of the Certificate of
Incorporation, the Bylaws and the Stockholders Agreement (as hereinafter
defined), in each case after giving effect to the Recapitalization (described
below). Such summaries do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, all of the provisions of the
Certificate of Incorporation, the Bylaws and the Stockholders Agreement,
including the definitions therein of certain terms, copies of which have been
filed as exhibits to the Registration Statement of which this Prospectus is a
part.

GENERAL

The Board of Directors and the Company's stockholders have approved,
subject to the closing of the Offerings, the adoption of the Certificate of
Incorporation and Bylaws. The Certificate of Incorporation will provide for,
among other things, the authorization of shares of Common Stock,
shares of non-voting common stock (the "Non-Voting Common Stock"), and
1,000,000 shares of serial Preferred Stock.

THE RECAPITALIZATION

The Company's capital structure as reflected in its historical
consolidated financial statements consists of four classes of common stock
(Classes A, B, C and D) (the "Original Common Stock") and four classes of
Original Preferred Stock (Special Voting Preferred Stock and Classes A(1, A(2
and B Preferred Stock). The Company eliminated the Special Voting Preferred
Stock in February 1996. The various classes of common stock and preferred
stock differ principally in respect of voting, dividend and liquidation
rights.

The Company and its stockholders have entered into a recapitalization
agreement (the "Recapitalization Agreement"). Pursuant to the
Recapitalization Agreement, upon the consummation of the Offerings, the
Certificate of Incorporation, Bylaws and the stockholders agreement, dated
September 1, 1994, between the Company and all of its stockholders prior to
the Offerings (the "Stockholders Agreement") will be amended and restated so
that, among other things, (i) each share of Original Common Stock will be
converted into a share of Common Stock and the Company will effect a stock
split resulting in the stockholders prior to the Offerings receiving
shares of Common Stock for each share of Original Common Stock originally
owned; (ii) the outstanding classes of Original Preferred Stock will be
redeemed with a portion of the net proceeds from the Offerings; and (iii) the
stockholders of the Company prior to the Offerings and the Company will enter
into an amended Stockholders Agreement pursuant to which such stockholders
will continue to be entitled to incidental registration rights and certain
stockholders will be entitled to demand registration rights with respect of
the Common Stock described under "--Registration Rights."

After giving effect to the Recapitalization and the redemption of the
outstanding Original Preferred Stock, but not giving effect to the Offerings,
the Company will have outstanding shares of Common Stock, shares of
Non-Voting Common Stock, and no shares of Preferred Stock. See "Use of
Proceeds" and "Principal and Selling Stockholders."

COMMON STOCK

Following the Offerings, shares of Common Stock will be outstanding.
All of the issued and outstanding shares of Common Stock are, and upon the
consummation of the Offerings the shares of Common Stock offered hereby will
be, fully paid and non-assessable. Each holder of shares of Common Stock
(other than the Non-Voting Common Stock) is entitled to one vote per share on
all matters to be voted on by stockholders. The holders of Common Stock are
entitled to dividends and other distributions if, as and when declared by the
Board of Directors out of assets legally available therefor, subject to the
rights of the Lenders and the restrictions, if any, imposed by other
indebtedness outstanding from time to time. See "Dividend Policy."

Upon the liquidation, dissolution or winding up of the Company, the
holders of shares of Common Stock would be entitled to share ratably in the
distribution of all of the Company's assets remaining

<PAGE>

available for distribution after satisfaction of all its liabilities and the
payment of the liquidation preference of any outstanding share of Preferred
Stock. The holders of Common Stock have no preemptive or other subscription
rights to purchase shares of stock of the Company, nor are such holders
entitled to the benefits of any sinking fund provisions. As of April 1, 1996,
there were 29 beneficial owners of Common Stock.

NON-VOTING COMMON STOCK

Immediately prior to the consummation of the Offerings, the Company
authorized shares of Non-Voting Common Stock for issuance. The Non-Voting
Common Stock is identical to the Common Stock in all respects except voting
and conversion rights. The holders of Non-Voting Common Stock have no right
to vote. Upon transfer to an entity not restricted from holding voting common
stock, each share of Non-Voting Common Stock will automatically convert into
an equal number of shares of Common Stock, entitling the holders thereof to
voting rights. The Non-Voting Common Stock will not be listed on the Nasdaq
National Market or any other exchange.

PREFERRED STOCK

The Certificate of Incorporation will authorize the Board of Directors to
create and issue one or more series of Preferred Stock and determine the
rights and preferences of each series, to the extent permitted by the
Certificate of Incorporation and applicable law. Among other rights, the
Board of Directors may determine, without the further vote or action by the
Company's stockholders, (i) the number of shares constituting the series and
the distinctive designation of the series; (ii) the dividend rate on the
shares of the series, whether dividends will be cumulative and, if so, from
which date or dates, and the relative rights of priority, if any, of payment
of dividends on shares of the series; (iii) whether the series shall have
voting rights, in addition to the voting rights provided by law and, if so,
the terms of such voting rights; (iv) whether the series shall have
conversion privileges, and, if so, the terms and conditions of such
conversion, including provision for adjustment of the conversion rate in such
events as the Board of Directors shall determine; (v) whether or not the
shares of that series shall be redeemable or exchangeable and, if so, the
terms and conditions of such redemption or exchange, as the case may be,
including the date or dates upon or after which they shall be redeemable or
exchangeable, as the case may be, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at different
redemption dates; (vi) whether the series shall have a sinking fund for the
redemption or purchase of shares of that series and, if so, the terms and
amount of such sinking fund and (vii) the rights of the shares of the series
in the event of voluntary or involuntary liquidation, dissolution or winding
up of the Company and the relative rights or priority, if any, of payment of
shares of the series. Except for any difference so provided by the Board of
Directors, the shares of all series of Preferred Stock will rank on a parity
with respect to the payment of dividends and the distribution of assets upon
liquidation.

REGISTRATION RIGHTS

In connection with their prior acquisitions of securities of the Company,
the Jordan Investors (as defined) (other than MCIT), BancBoston and PMI have
been granted by the Company demand and incidental registration rights. All
stockholders of the Company prior to the Offerings have been granted
incidental registration rights.

In general, each of (i) the holders of a majority of shares of Common
Stock held by the Jordan Investors (other than MCIT) and (ii) BancBoston have
the right to cause the Company to register their holdings of Common Stock
under the Securities Act (such right being referred to as a "demand
registration right"), subject to certain exceptions. At any time after
September 1, 1999, the holders of a majority of shares of Common Stock held
by PMI will also be entitled to substantially comparable demand registration
rights as the Jordan Investors and BancBoston, subject to certain exceptions.
All stockholders of the Company prior to the Offerings are each entitled, if
the Company determines to file a registration statement covering any of its
securities under the Securities Act, other than a registration statement on
Form S-4 or Form S-8, to require the Company to use its best efforts to
include a requested

<PAGE>

amount of their shares of Common Stock in the Company's registered offering
(such right being referred to as an "incidental registration right"), subject
to certain limitations. The number of shares of Common Stock registered
pursuant to a demand or incidental registration may be reduced pursuant to a
specified formula if the managing underwriter determines that market
conditions require a limitation on the number of such shares registered.

The Company is required to bear all registration expenses in connection
with each demand and incidental registration and has agreed to indemnify the
holders of demand and incidental registration rights against, and provide
contribution with respect to, certain liabilities under the Securities Act in
connection with incidental and demand registrations. All holders of demand
and incidental registration rights have agreed not to exercise their
registration rights with respect to the Offerings and for a period of 180
days after the date of this Prospectus. All stockholders of the Company prior
to the Offerings are entitled to incidental registration rights with respect
to 1,123.62 shares of Common Stock and certain stockholders of the Company
are entitled to demand registration rights with respect to 461.07 shares of
Common Stock. See "Principal and Selling Stockholders" and "Shares Eligible
for Future Sale."

CERTIFICATE OF INCORPORATION AND BYLAWS

The rights of the Company's stockholders are governed by the Delaware
Corporation Law, the Certificate of Incorporation, and the Bylaws. Certain
provisions of the Certificate of Incorporation and the Bylaws, which are
summarized below, may discourage or make more difficult a takeover attempt
that a stockholder might consider in its best interest. Such provisions may
also adversely affect the prevailing market price for the Common Stock.

Preferred Stock. The Board of Directors will have the authority, without
action by the Company's stockholders, to fix the rights, privileges and
preferences of, and to issue up to 1,000,000 shares of, Preferred Stock. The
issuance of such Preferred Stock may have the effect of delaying, deferring
or preventing a change in control of the Company without further action by
the stockholders and may adversely affect the voting and other rights of the
holders of the Common Stock, including the loss of voting control to others.
Following the closing of the Offerings, there will be no shares of Preferred
Stock issued and outstanding and the Company currently has no plans to issue
any shares of Preferred Stock.

No Stockholder Action by Written Consent; Special Meetings. The
Certificate of Incorporation and Bylaws will prohibit stockholders from
taking action by written consent in lieu of an annual or special meeting. In
addition, special meetings of stockholders may be called only by the Chairman
of the Board, the President, or a majority of the Board of Directors. Special
meetings may not be called by stockholders.

Advance Notice Requirements for Stockholder Proposals. The Bylaws will
establish advance notice procedures with regard to stockholder proposals.
These procedures provide that the notice of stockholder proposals must be
received by the Company no later than (i) with respect to an annual meeting
of stockholders, 60 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders and (ii) with respect to a special
meeting of stockholders, no later than the close of business on the tenth day
following the date on which notice of such meeting is first sent or given to
stockholders. Each stockholder proposal must set forth certain information as
specified in the Bylaws.

ANTI-TAKEOVER EFFECTS OF DELAWARE LAW AND THE BKC FRANCHISE AGREEMENTS

Delaware Law. Section 203 of the Delaware Corporation Law ("Section 203")
and the BKC franchise agreements contain certain provisions that may make
more difficult the acquisition of control of the Company by means of a tender
offer, open market purchase, proxy fight or otherwise. Section 203 is
designed to encourage persons seeking to acquire control of the Company to
negotiate with the Board of Directors and the restrictions contained in the
BKC franchise agreements are designed to prevent individuals who are
unacceptable to BKC from controlling Burger King franchises. Therefore, these
provisions could have the effect of discouraging a prospective acquiror from
making a tender offer or otherwise attempting to obtain control of the
Company. To the extent that these provisions discourage takeover attempts,
they could deprive stockholders of opportunities to realize takeover premiums
for their shares or could depress the market price of the shares of the
Company. Set forth below is a

<PAGE>

description of the relevant provisions of Section 203 and the BKC franchise
agreements. The description is only intended as a summary and is qualified in
its entirety by reference to Section 203 and the BKC franchise agreements.

Section 203 prohibits certain business combinations between a publicly
held Delaware corporation, such as the Company after the Offerings, and any
interested stockholder for a period of three years after the date in which a
party became an interested stockholder, unless (i) prior to that date the
board of directors of the corporation approved either the business
combination or the transaction which resulted in the stockholder becoming an
interested shareholder, (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the
interested stockholder held at least 85% of the stock of the corporation
which is not held by directors, officers or certain employee stock option
plans, or (iii) at or subsequent to such time, the business combination is
approved by the board of directors and authorized at a meeting of
stockholders by at least 66 2/3 % of the voting stock of the corporation not
held by the interested stockholder.

The restrictions set forth in Section 203 shall not apply if (i) the
corporation's original certificate of incorporation contains a provision
whereby the corporation expressly elects not to be governed by Section 203,
(ii) the corporation, by action of its stockholders, adopts an amendment to
its certificate of incorporation or bylaws whereby the corporation expressly
elects not to be governed by Section 203 (such amendment would not be
effective until 12 months after adoption under certain circumstances and
would not apply to any business combination between such corporation and any
person who became an interested stockholder of such corporation at or prior
to such adoption) or (iii) the business combination is with an interested
stockholder at a time when the restrictions contained in Section 203 did not
apply by reason of any of the foregoing. The Certificate of Incorporation
expressly provides that the Company elects to be governed by Section 203.

BKC Franchise Agreements. Current BKC policies and procedures require the
Company and each of its subsidiaries which is a franchisee to seek BKC
consent prior to making certain changes to their capital structure and
modifications to their corporate governance documents. Pursuant to the BKC
franchise agreements, transfers or issuances by the Company of its equity
securities or transfers that result in a change of control of the Company in
connection with a public tender offer, require the consent of BKC. If BKC
were to object to any issuance or transfer by the Company of its equity
securities or transfers that result in a change of control of the Company in
connection with a public tender offer, BKC could terminate its franchise
agreements which would have a material adverse effect on the Company's
financial condition and results of operations. In addition, the Company's
financial flexibility and ability to issue equity securities in connection
with acquiring future Burger King restaurants could be limited by BKC. Any
such limitations would affect the Company's growth strategy and could have a
material adverse effect on the Company's financial condition and results of
operations.

NASDAQ NATIONAL MARKET LISTING

Application has been made for inclusion of the Common Stock on the Nasdaq
National Market under the trading symbol "AKNG."

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is .

<PAGE>

DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a summary of important terms of certain indebtedness of
the Company. For more complete information regarding such indebtedness,
reference is made to the definitive agreements and instruments setting forth
the terms of such indebtedness, copies of which have been filed as exhibits
to the Registration Statement of which this Prospectus is a part and which
are incorporated by reference herein.

CREDIT AGREEMENT

The Credit Agreement provides for up to $100.0 million of senior secured
indebtedness, consisting of two term loans of $45.0 million ("Term Loan A")
and $40.0 million ("Term Loan B" and, together with the Term Loan A, the
"Term Loans"), and $15.0 million of Revolving Loans (the Revolving Loans,
together with the Term Loans, the "Loans"). Subject to certain restrictions,
Enterprises may use the full commitment amount of the Revolving Loans for the
issuance of documentary or standby letters of credit.

Term Loan A and the Revolving Loans bear interest at a rate of the lower
of either FNBB's annual rate of interest (the "Base Rate") plus 1.5% or the
Eurodollar Rate (as defined in the Credit Agreement) plus 2.75%, and mature
on January 31, 2002. The interest rates for Term Loan A and the Revolving
Loans are subject to downward adjustment based on a debt service ratio of
Enterprises on specified dates. As of April 1, 1996, the outstanding
principal balance under the Revolving Loans was $4.0 million. Term Loan B
bears interest at a rate of the lower of either the Base Rate plus 2% or the
Eurodollar Rate plus 3.25%, and matures on January 31, 2004. Interest on
Loans utilizing the Base Rate is payable quarterly in arrears and interest on
Loans utilizing the Eurodollar Rate is payable at the end of each respective
interest period. Enterprises is required to repay the principal amount on the
Term Loans in consecutive quarterly installments pursuant to payment
schedules specified in the Credit Agreement. In addition, Enterprises is
required to make annual prepayments on the principal amount of the Term Loans
based on Consolidated Excess Cash Flow (as defined in the Credit Agreement).
Due to various amendments to the Credit Agreement and as a result of
Enterprises' various acquisitions, Enterprises has not been required to
prepay any amounts under the Term Loans based on Consolidated Excess Cash
Flow since entering into the Credit Agreement.

Borrowings under the Credit Agreement are secured by a first priority
security interest in all present and future acquired tangible assets of
Enterprises and certain of its subsidiaries (other than real estate and the
franchise agreements) and Enterprises' repayment obligations are guaranteed
by certain of its subsidiaries and the Company.

The Credit Agreement contains certain customary covenants with respect to,
among other things: (i) maintenance by Enterprises and its subsidiaries of
prescribed ratios of cash flow to total debt service and cash flow to total
interest expense (each as determined in the Credit Agreement); (ii)
maintenance by Enterprises and its subsidiaries of minimum levels of cash
flow (as determined); and (iii) restrictions on indebtedness, distributions,
investments, liens, sales and leasebacks, mergers, consolidations,
acquisitions, sales and dispositions of assets, capital expenditures, and
restaurant development. As of April 1, 1996, the Company was in compliance
with all such covenants and restrictions.

The Term Loans may be prepaid without penalty, in full or in part, at any
time at the option of Enterprises.

SENIOR SUBORDINATED NOTES

On February 7, 1996, the Company, Enterprises, and PMI entered into a note
purchase agreement (the "Senior Note Purchase Agreement") for the purchase by
PMI of $15.0 million aggregate principal amount of Senior Subordinated Notes
(collectively, the "Senior Subordinated Notes"). The Senior Subordinated
Notes are general, unsecured obligations of Enterprises and are guaranteed by
certain subsidiaries of Enterprises. The Senior Subordinated Notes mature on
January 31, 2005, without a prepayment schedule, and bear interest at a rate
of 12.5% per annum, payable quarterly in arrears.

The Senior Subordinated Notes are subordinated in right of payment to the
loans under the Credit Agreement. The Senior Subordinated Notes may, at the
election of the Company, be prepaid in whole or

<PAGE>

in part, at any time, subject to a specified prepayment premium. Upon (i) a
Change of Control (as defined in the Senior Note Purchase Agreement), (ii) a
merger, reorganization, or consolidation involving the Company or
Enterprises, (iii) the sale or disposition of all or substantially all of the
assets of the Company, Enterprises, and their subsidiaries, taken as a whole,
(iv) the occurrence of one or more events that give rise to a mandatory
prepayment obligation with respect to other indebtedness of the Company, or
(v) the occurrence of a public offering in which shares of Common Stock are
being registered for sale by holders other than the Company or PMI (or its
designated transferee), Enterprises, at the option of the holders of a
majority of the Senior Subordinated Notes, may be required to prepay the
Senior Subordinated Notes subject to a specified prepayment premium.

The Senior Note Purchase Agreement contains certain financial and negative
covenants which, among other things, require the maintenance of certain
financial ratios and restrict the ability of the Company and Enterprises to
incur indebtedness, make investments, incur liens, enter into sales and
leasebacks, enter into transactions with affiliates, enter into mergers,
guarantee other indebtedness, consolidate or dispose of assets and make
capital expenditures. The Senior Note Purchase Agreement also restricts the
ability of Enterprises to distribute money to the Company. As of April 1,
1996, the Company was in compliance with all such covenants and restrictions.

Assuming net proceeds of the Offerings of $91.5 million and proceeds from
borrowings under the New Credit Facility of $79.9 million, the Company
intends to use $18.5 million of such total proceeds to prepay the Senior
Subordinated Notes in full (including a prepayment penalty of approximately
$3.5 million). See "Use of Proceeds."

SUBORDINATED NOTES

On February 7, 1996, the Company and MCIT entered into an amended and
restated purchase agreement (the "Subordinated Note Purchase Agreement")
which related to the prior purchase by MCIT of $11.0 million aggregate
principal amount of Subordinated Notes (collectively, the "Subordinated
Notes") and certain shares of capital stock of the Company. The Subordinated
Notes are general, unsecured obligations of the Company. The Subordinated
Notes mature on August 31, 2005, without a prepayment schedule, and bear
interest at a rate of 12.75% per annum, payable semi-annually in arrears.

The Subordinated Notes are subordinated to the Company's guarantee
obligations in respect of borrowings under the Credit Agreement. Subject to
their subordination terms, the Company may at its option prepay the
Subordinated Notes, in whole or in part; however, the Company is required to
prepay all Subordinated Notes upon a Change of Control (as defined in the
Subordinated Note Purchase Agreement). The Company is not subject to a
prepayment premium upon a voluntary or mandatory prepayment of the
Subordinated Notes.

The Subordinated Note Purchase Agreement contains negative covenants,
similar to those contained in the Senior Note Purchase Agreement, and
financial maintenance covenants.

Assuming net proceeds of the Offerings of $91.5 million and proceeds from
borrowings under the New Credit Facility of $79.9 million, the Company
intends to use $11.0 million of such total proceeds to prepay the
Subordinated Notes in full. See "Use of Proceeds."

SELLER NOTES

In connection with the acquisition of certain Burger King restaurants from
Messrs. Jaro and Osborn in September 1994, the Company issued promissory
notes to entities controlled by Messrs. Jaro and Osborn in the aggregate
principal amount of $4.4 million (collectively and as amended and restated,
the "Seller Notes"). The Seller Notes are junior in right of payment to the
Senior Subordinated Notes and the Company's guarantee obligations in respect
of borrowings under the Credit Agreement and bear interest at a rate of
12.75% per annum, payable semi-annually in arrears. The Seller Notes have a
scheduled maturity of August 31, 2004.

The Company may prepay the Seller Notes only under certain specified
limited conditions and is required to prepay the Seller Notes in full without
a prepayment premium upon the occurrence of

<PAGE>

specified events, including upon (i) an acceleration of the Subordinated
Notes, (ii) a default by the Company in the payment of any principal on a
Seller Note, (iii) the commencement of a bankruptcy proceeding by the Company
or certain of its subsidiaries or (iv) a Change of Control (which is defined
to have the same meaning as set forth in the Subordinated Note Purchase
Agreement).

Assuming net proceeds of the Offerings of $91.5 million and proceeds from
borrowings under the New Credit Facility of $79.5 million, the Company
intends to use $4.4 million of such total proceeds to prepay the Seller Notes
in full. See "Use of Proceeds."

BBI NOTES

In connection with the acquisition of certain Burger King restaurants from
Sheldon Friedman and affiliates in November 1994, the Company issued
promissory notes to BancBoston Investments, Inc., an affiliate of FNBB, in
the aggregate principal amount of $600,000 (collectively, the "BBI Notes").
The BBI Notes are junior in right of payment to the Senior Subordinated
Notes, the Company's guarantee obligations in respect of borrowings under the
Credit Agreement, the Subordinated Notes and the Seller Notes and bear
interest at a rate of 6% per annum, payable quarterly in arrears. The BBI
Notes have a scheduled maturity date of March 31, 2005.

The Company may at its option prepay the BBI Notes, in whole or in part.
The Company is required to prepay all BBI Notes upon a Change of Control
(which is defined to have the same meaning as set forth in the Subordinated
Note Purchase Agreement). The Company is not subject to a prepayment premium
upon a voluntary or mandatory prepayment of the BBI Notes.

Assuming net proceeds of the Offerings of $91.5 million and proceeds from
borrowings under the New Credit Facility of $79.5 million, the Company
intends to use $600,000 of such total net proceeds to prepay the BBI Notes in
full. See "Use of Proceeds."

BKC NOTE

In connection with the acquisition of certain Burger King restaurants from
the stockholders of QSC, Inc. and Ro-Lank, Inc., AmeriKing Tennessee
Corporation I ("ATCI"), a wholly owned subsidiary of Enterprises, issued a
Secured Promissory Note (the "BKC Note") to BKC in the principal amount of
$6.9 million. The BKC Note bears interest at a rate of 9.75% per annum,
payable monthly in arrears, and is secured by a pledge of all of the
outstanding capital stock of ATCI.

Pursuant to the terms of the BKC Note, on February 7, 1996 ATCI paid down
$816,702 of the principal from the proceeds of the sale of the building and
underlying real estate of one of its Burger King restaurants. ATCI may at its
option prepay the BKC Note, in whole or in part, and may be required to
prepay the BKC Note upon an Event of Default (as defined therein). Events of
Default under the BKC Note include, among other things, failure to make
required payments or failure by ATCI to meet BKC franchise agreement
requirements.

Borrowings under the BKC Note are secured by a pledge by Enterprises of
all of the issued and outstanding capital stock of ATCI.

The BKC Note matures on July 19, 1996 and is expected to be refinanced on
a long term basis.

FAC NOTE

In connection with the acquisition of certain Burger King restaurants from
Daniel White and affiliate, AmeriKing Colorado Corporation I ("ACCI") a
wholly owned subsidiary of Enterprises, issued a Promissory Note to Franchise
Acceptance Corporation Limited (the "FAC Note") in the principal amount of
$1.87 million. Franchise Acceptance Corporation Limited is an affiliate of
BKC. The FAC Note bears an interest rate of the Program Rate (as defined
therein) plus 2.75% per annum, payable monthly in arrears. The FAC Note
matures on January 25, 2006 and requires ACCI to make monthly principal
payments of $15,541.67 (1/120 of the original principal amount) starting
January 25, 1996 for each month up to maturity.

<PAGE>

ACCI may at its option, subject to certain restrictions, prepay the FAC
Note, in whole or in part. However, ACCI is required to continue its monthly
principal payments following any partial voluntary prepayment. In addition,
ACCI is required to pay the FAC Note in full following any Event of Default
(as defined therein). Events of Default under the FAC Note include, among
other things, failure to make required payments or failure by ACCI to meet
BKC franchise agreement requirements.

Borrowings under the FAC Note are secured by a security interest in all
present and future restaurant-related assets of ACCI.

The FAC Note is expected to remain outstanding after consummation of the
Offerings.

CERTAIN TRANSACTIONS

Subordinated Debt Holders. PMI, MCIT, affiliates of Messrs. Jaro and
Osborn and BancBoston are the holders of Senior Subordinated Notes,
Subordinated Notes, Seller Notes and the BBI Notes, respectively. The Senior
Subordinated Notes bear interest at a rate of 12.5% per annum, payable
quarterly in arrears, the Subordinated Notes and Seller Notes bear interest
at a rate of 12.75% per annum, payable semi-annually in arrears, and the BBI
Notes bear interest at a rate of 6% per annum, payable quarterly in arrears.
For the three-month period ended April 1, 1996, the Company accrued $286,000
as interest expense to PMI under the Senior Subordinated Notes and during
fiscal 1995, the Company paid to MCIT, the holders of Seller Notes and
BancBoston Investments, Inc. approximately $1.4 million, $560,000 and $36,000
as interest expense under the Subordinated Notes, the Seller Notes and the
BBI Notes, respectively. Simultaneously with the consummation of the
Offerings, the Company will use approximately $35.6 million from the net
proceeds of the Offerings to prepay the principal amount and accrued interest
under each of the Senior Subordinated Notes, the Subordinated Notes, the
Seller Notes and the BBI Notes. PMI, MCIT, and BancBoston are principal
stockholders of the Company. Mr. Jaro is the Company's Chairman, Chief
Executive Officer, Managing Owner and a principal stockholder and Mr. Osborn
is the Company's Vice Chairman, Managing Owner, director and a principal
stockholder. See "Use of Proceeds" and "Description of Certain Indebtedness."

TJC Management Corporation. On September 1, 1994, the Company and
Enterprises entered into the TJC Consulting Agreement with TJC. Under the TJC
Consulting Agreement, the Company retained TJC to render consulting services
to it regarding the Company and its subsidiaries, their financial and
business affairs and their relationships with their lenders and stockholders,
and the operation and expansion of their business. The TJC Consulting
Agreement expires on September 1, 2004, but is automatically renewed for
successive one-year terms, unless either party provides written notice of
termination 60 days prior to the scheduled renewal date. Prior to the
consummation of the Offerings, the TJC Consulting Agreement provided for an
annual consulting fee payable on a quarterly basis equal to the higher of (i)
$500,000 or (ii) 2.5% of the Company's cash flow (as determined in the TJC
Consulting Agreement). In addition, the TJC Consulting Agreement provided for
payment to TJC of (i) an investment banking and sponsorship fee of up to 2%
of the purchase price of certain acquisitions or sales involving the Company,
Enterprises or any of their subsidiaries and (ii) a financial consulting fee
of up to 1% of any debt, equity or other financing arranged by the Company
with the assistance of TJC. During fiscal 1995 and the three months ended
April 1, 1996, the Company paid consulting fees to TJC of $477,609 and
$104,000, respectively, pursuant to the terms of the TJC Consulting
Agreement. In connection with the acquisition on February 7, 1996 by certain
subsidiaries of Enterprises of an aggregate of 36 Burger King restaurant
franchises located in the States of Indiana, Kentucky, Ohio, Virginia and
North Carolina, the Company paid to TJC an investment banking fee of $1.0
million and paid fees totalling $300,000 to certain members of the Company's
senior management. In connection with the consummation of the Offerings, the
Company intends to amend the TJC Consulting Agreement to provide for a
reduced investment banking fee. If the Michigan Acquisition and related
financings are consummated by the Company, it is expected that the Company
will pay to TJC an investment banking fee of $1.0 million based upon this
amended formula. Messrs. Jordan and Zalaznick are directors of TJC. The
Company believes that the terms of the TJC Consulting Agreement are
comparable to the terms that it would obtain from non-affiliated parties for
comparable services.

<PAGE>

Original Preferred Stockholders. Affiliates of Messrs. Jaro and Osborn,
affiliates of The Jordan Company and BancBoston Investments, Inc. are the
holders of Original Preferred Stock. Simultaneously with the consummation of
the Offerings, the Company will use approximately $8.2 million to redeem the
Original Preferred Stock (including approximately $684,000 representing
payment-in-kind dividends). Approximately $1.75 million and $547,000 of such
proceeds will be paid to (i) affiliates of Messrs. Jaro and Osborn and (ii)
affiliates of The Jordan Company, respectively. See "Use of Proceeds" and
"Description of Capital Stock--The Recapitalization."

Burger King Corporation. In connection with certain of its previous
acquisitions of Burger King restaurants, the Company and its subsidiaries
have entered into certain agreements with BKC as a precondition to receiving
BKC approval of the acquisition. As part of its purchase agreement with BKC,
dated September 1, 1994, Enterprises committed to expend up to $2.25 million
by September 1, 1997 to upgrade the 68 Burger King restaurants it acquired.
As part of its November 21, 1995 acquisition of 11 Burger King restaurants,
the Company and ATCI agreed to (i) renew the Company's commitment, initially
made in connection with its November 30, 1994 acquisition, to sell up to 10
Burger King restaurants to a franchisee to be designated by BKC and (ii)
expend approximately $1.65 million by November 21, 1997 to upgrade certain of
the 11 Burger King restaurants so acquired. The commitment by ATCI to upgrade
the restaurants is subject to certain capital expenditures to be made by BKC.
As part of its acquisitions of 36 Burger King restaurants on February 7,
1996, the Company and ATCI (i) renewed the Company's commitment to sell up to
10 Burger King restaurants to a franchisee to be designated and (ii) agreed
to make the capital expenditures necessary to bring each of the Burger King
restaurants operated by the Company and its subsidiaries into compliance with
BKC current repair and maintenance standards by September 7, 1997.

In connection with the Offerings, the Company will be required to enter
into an agreement with BKC pursuant to which the Company will, among other
things, indemnify BKC for any claims against BKC arising out of the
Offerings.

Members of the Board of Directors. Enterprises leases the land and
buildings for two Burger King restaurants under noncancelable operating
leases from an entity which is owned by Mr. Jaro. The leases expire in March
2006 and January 2007, respectively, and require total monthly rental
payments of $20,600. For the year ended January 1, 1996 and for the three
month period ended April 1, 1996, the Company recorded rent expense of
$248,000 and $62,000, respectively, under these leases.

Pursuant to the provisions of BKC's franchise agreements, Messrs. Jaro,
Osborn and Hubert, as managing owners and owners, have guaranteed the
obligations of the Company and its subsidiaries under each franchise
agreement and each lease agreement in which BKC is the lessor. In addition,
Messrs. Jaro, Osborn and Hubert have personally guaranteed all obligations of
ATCI under the BKC Note. The Company intends to seek BKC's consent to
terminate the personal guarantees of Messrs. Jaro, Osborn and Hubert under
each of the franchise agreements, lease agreements and the BKC Note.

In connection with the September 1994 purchase of the Management
Restaurants, the Company (i) entered into a $700,000 revolving loan agreement
with Mr. Jaro whereby the Company loaned funds to Mr. Jaro and (ii) deferred
payment in full of the purchase price for one of the Management Restaurants
sold to the Company by a corporation controlled by Mr. Jaro. Effective upon
the consummation of the Offerings, the Company intends to cancel the
outstanding balance of the revolving loan to Mr. Jaro in exchange for Mr.
Jaro's cancellation of the outstanding balance of the deferred purchase price
for the restaurant.

Upon the consummation of the Offerings, the Company will enter into
indemnification agreements with each member of the Board of Directors whereby
the Company will agree, subject to certain exceptions, to indemnify and hold
harmless each director from liabilities incurred as a result of such person's
status as a director of the Company. See "Management--Board of Directors."

The Company has adopted a policy, which will be effective simultaneously
with the consummation of the Offerings, to provide that future transactions
between the Company and its officers, directors and other affiliates must (i)
be approved by a majority of the members of the Board of Directors and by a
majority of the disinterested members of the Board of Directors and (ii) be
on terms no less favorable to the Company than could be obtained from
unaffiliated third parties.

<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Immediately following the Offerings, there will be shares of Common
Stock issued and outstanding. Of such shares, only the shares of Common
Stock to be sold in the Offerings will be immediately eligible for sale in
the public market, except for any of such shares owned at any time by an
"affiliate" of the Company within the meaning of Rule 144 under the
Securities Act. The remaining outstanding shares are "restricted
securities" within the meaning of Rule 144 and may not be publicly resold,
except in compliance with the registration requirements of the Securities Act
or pursuant to an exemption from registration, including that provided by
Rule 144.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned "restricted" shares
for at least two years, including a person who may be deemed an affiliate of
the Company, is entitled to sell within any three-month period a number of
shares of Common Stock that does not exceed the greater of 1% of the
then-outstanding shares of Common Stock of the Company, or the average weekly
trading volume of Common Stock on the Nasdaq National Market during the four
calendar weeks preceding the date on which notice of the sale is filed with
the Commission. Sales under Rule 144 are subject to certain restrictions
relating to manner of sale, notice and the availability of current public
information about the Company. A person who is not an "affiliate" of the
Company at any time during the 90 days preceding a sale, and who has
beneficially owned shares for at least three years, would be entitled to sell
such shares immediately following the Offerings under Rule 144(k) without
regard to the volume limitations, manner of sale provisions or notice or
other requirements of Rule 144. In addition, any employee, director or
officer of, or consultant to, the Company who purchased his shares pursuant
to a written compensatory plan or contract may be entitled to rely on the
resale provisions of Rule 701 under the Securities Act, which permit
non-affiliates to sell their Rule 701 shares without having to comply with
the public information, holding period, volume limitation or notice
provisions of Rule 144, and permit affiliates to sell their Rule 701 shares
without having to comply with Rule 144's holding period restrictions, in each
case commencing 90 days after the date of this Prospectus.

Each of (i) the Company and each of its executive officers and directors
and (ii) each holder of capital stock of the Company immediately prior to the
Offerings (including holders of options and warrants exercisable into shares
of Common Stock) have agreed that, for a period of 180 days after the date of
this Prospectus, they will not, without the prior written consent of Smith
Barney Inc., offer, sell, contract to sell or otherwise dispose of any Common
Stock or securities convertible, exercisable or exchangeable for Common Stock
or grant any options or warrants to purchase Common Stock, subject to certain
exceptions. Upon expiration of the 180-day period, shares of Common Stock
will be eligible for immediate resale without restriction under the
Securities Act, subject to certain volume, timing and other requirements of
Rule 144 promulgated under the Securities Act.

All stockholders of the Company prior to the Offerings are entitled to
incidental registration rights with respect to 1,123.62 shares of Common
Stock and certain stockholders of the Company are entitled to demand
registration rights with respect to 461.07 shares of Common Stock. All
stockholders with registration rights have agreed not to exercise such rights
with respect to the Offerings and for a period of 180 days after the date of
this Prospectus. However, after the expiration of the 180 day period, such
holders may choose to exercise their demand registration rights, which could
result in a large number of shares being sold in the public market. See
"Description of Capital Stock--Registration Rights."

The Company intends to file immediately following the Offerings a
registration statement on Form S-8 under the Securities Act to register
shares of Common Stock reserved for issuance pursuant to the exercise of
stock options granted under the Stock Option Plan. The stock registered under
such registration statement will thereafter be available for sale in the
public market upon vesting of such options, subject to the resale limitations
of Rule 144 applicable to "affiliates" of the Company.

Prior to the date of this Prospectus, there has been no public market for
the Common Stock. Trading of the Common Stock on the Nasdaq National Market
is expected to commence following the completion of the Offerings. No
prediction can be made as to the effect, if any, that future sales of shares,
or the availability of shares for future sale, will have on the market price
of the Common Stock prevailing from time to time. Sales of substantial
amounts of Common Stock, or the perception that such sales could occur, could
adversely affect the prevailing market price of the Common Stock.

<PAGE>

CERTAIN U.S. TAX CONSEQUENCES TO NON-U.S. STOCKHOLDERS

The following is a general discussion of certain Federal tax consequences
of the ownership and disposition of a share of Common Stock by beneficial
owner of such shares that is not a U.S. person for U.S. Federal income tax
purposes (a "non-U.S. holder"). For purposes of this discussion, a "U.S.
person" means a citizen or resident of the United States, a corporation or
partnership created or organized in the United States or under the law of the
United States or of any State or political subdivision of the foregoing, or
any estate or trust whose income is includible in gross income for U.S.
Federal income tax purposes regardless of its source. This discussion does
not deal with all aspects of U.S. Federal income and estate taxation that may
be relevant to non-U.S. holders in light of their particular circumstances,
and does not address state, local or non-U.S. tax considerations.
Furthermore, the following discussion is based on current provisions of the
U.S. Internal Revenue Code of 1986, as amended (the "Code"), the regulations
promulgated thereunder and administrative and judicial interpretations as of
the date hereof, all of which are subject to change, possibly with
retroactive effect. Each prospective investor is urged to consult its own tax
adviser with respect to the U.S. Federal, state and local consequences of
owning and disposing of a share of Common Stock, as well as any tax
consequences arising under the laws of any other taxing jurisdiction.

U.S. INCOME AND ESTATE TAX CONSEQUENCES

It is not currently contemplated that the Company will pay dividends on
the Common Stock in the foreseeable future. If the Company were to pay a
dividend in the future, such a dividend paid to a non-U.S. holder would be
subject to U.S. withholding tax at a 30% rate, or if applicable, a lower
treaty rate, unless the dividend is effectively connected with the conduct of
a trade or business in the United States by a non-U.S. holder (and, if
certain tax treaties apply, is attributable to a United States permanent
establishment maintained by such non-U.S. holder). A dividend that is
effectively connected with the conduct of a trade or business in the United
States by the non-U.S. holder (and, if certain tax treaties apply, is
attributable to a United States permanent establishment maintained by such
non-U.S. holder) will be exempt from the withholding tax described above and
subject instead (i) to the U.S. Federal income tax on net income that applies
to U.S. persons and (ii) with respect to corporate holders under certain
circumstances, a 30% (or, if applicable, lower treaty rate) branch profits
tax that in general is imposed on its "effectively connected earnings and
profits" (within the meaning of the Code) for the taxable year, as adjusted
for certain items.

Under current Treasury Regulations, dividends paid to an address in a
foreign country are presumed to be paid to a resident of that country (unless
the payor has knowledge to the contrary) for purposes of the withholding
discussed above and, under the current interpretation of the Treasury
Regulations, for purposes of determining the applicability of a tax treaty
rate. Under Proposed Treasury Regulations, not currently in effect, however,
a non-U.S. holder of Common Stock who wishes to claim the benefit of an
applicable treaty rate would be required to satisfy applicable certification
and other requirements. A non-U.S. holder that is eligible for a reduced rate
of U.S. withholding tax pursuant to an income tax treaty may obtain a refund
of any excess amounts withheld by filing an appropriate claim for refund with
the Internal Revenue Service (the "IRS").

Under current law, a non-U.S. holder generally will not be subject to U.S.
Federal income tax on any gain recognized on a sale or other disposition of a
share of Common Stock unless (i) the Company is or has been during the
five-year period ending on the date of disposition a "United States real
property holding corporation" for U.S. Federal income tax purposes (which the
Company does not believe that it has been or is currently and does not
anticipate becoming), (ii) the gain is effectively connected with the conduct
of a trade or business within the United States of the non-U.S. holder and,
if certain tax treaties apply, is attributable to a United States permanent
establishment maintained by the non-U.S. holder, (iii) the gain is not
described in clause (ii) above, the non-U.S. holder is an individual who
holds the share as a capital asset, is present in the United States for 183
days or more in the taxable year of the disposition and either (a) such
individual has a "tax home" (as defined for U.S. Federal income tax purposes)
in the United States or (b) the gain is attributable to an office or other
fixed place of business maintained in the United States by such individual,
or (iv) the non-U.S. holder is subject to tax pursuant to the Code

<PAGE>

provisions applicable to certain U.S. expatriates. In the case of a non-U.S.
holder that is described under clause (ii) above, its gain will be subject to
the U.S. Federal income tax on net income that applies to U.S. persons and,
in addition, if such non-U.S. holder is a foreign corporation, it may be
subject to the branch profits tax as described in the preceding paragraph. An
individual non-U.S. holder that is described under clause (iii) above will be
subject to a flat 30% tax on the gain derived from the sale, which may be
offset by U.S. capital losses (notwithstanding the fact that he or she is not
considered a resident of the United States). Thus, individual non-U.S.
holders who have spent 183 days or more in the United States in the taxable
year in which they contemplate a sale of the Common Stock are urged to
consult their tax advisers as to the tax consequences of such sale.

Shares of Common Stock owned at the time of his or her death by an
individual non-U.S. holder who is treated as a U.S. resident at such time for
U.S. Federal estate tax purposes will be includible in his or her gross
estate for U.S. Federal estate tax purposes unless an applicable estate tax
treaty provides otherwise.

BACK-UP WITHHOLDING AND INFORMATION REPORTING

Dividends

Except as provided below, the Company must report annually to the IRS and
to each non-U.S. holder the amount of dividends paid to and the tax withheld
with respect to such holder. These information reporting requirements apply
regardless of whether withholding was reduced or eliminated by an applicable
tax treaty. Copies of these information returns may also be available under
the provisions of a specific treaty or agreement with the tax authorities in
the country in which the non-U.S. holder resides. In general, backup
withholding at a rate of 31% and additional information reporting will apply
to dividends paid on shares of Common Stock to holders that are not "exempt
recipients" and that fail to provide in the manner required certain
identifying information (such as the holder's name, address and taxpayer
identification number). Generally, individuals are not exempt recipients,
whereas corporations and certain other entities generally are exempt
recipients. However, dividends that are subject to U.S. withholding tax at
the 30% statutory rate or at a reduced tax treaty rate are exempt from backup
withholding of U.S. Federal income tax and such additional information
reporting.

Broker Sales

If a non-U.S. holder sells shares of Common Stock through a U.S. office of
a U.S. or foreign broker, the broker is required to file an information
return and is required to withhold 31% of the sale proceeds unless the
non-U.S. holder is an exempt recipient or has provided the broker with the
information and statements, under penalties of perjury, necessary to
establish an exemption from backup withholding. If payment of the proceeds of
the sale of a share by a non-U.S. holder is made to or through the foreign
office of a broker, that broker will not be required to backup withhold or,
except as provided in the next sentence, to file information returns. In the
case of proceeds from a sale of a share by a non-U.S. holder paid to or
through the foreign office of a U.S. broker or a foreign office of a foreign
broker that is (i) a controlled foreign corporation for U.S. tax purposes or
(ii) a person 50% or more of whose gross income for the three-year period
ending with the close of the taxable year preceding the year of payment (or
for the part of that period that the broker has been in existence) is
effectively connected with the conduct of a trade or business within the
United States (a "Foreign U.S. Connected Broker"), information reporting is
required unless the broker has documentary evidence in its files that the
payee is not a U.S. person and certain other conditions are met, or the payee
otherwise establishes an exemption. In addition, the Treasury Department has
indicated that it is studying the possible application of backup withholding
in the case of such foreign offices of U.S. and Foreign U.S. Connected
Brokers.

Refunds

Any amounts withheld under the backup withholding rules from a payment to
a non-U.S. holder may be refunded or credited against the non-U.S. holder's
U.S. Federal income tax liability, provided that the required information is
furnished to the IRS.

<PAGE>

UNDERWRITING

Under the terms and subject to the conditions stated in the Underwriting
Agreement, each of the underwriters of the U.S. Offering named below (the
"U.S. Underwriters"), for whom Smith Barney Inc., PaineWebber Incorporated
and EVEREN Securities, Inc. are acting as the representatives (the
"Representatives"), has severally agreed to purchase, and the Company has
agreed to sell to each U.S. Underwriter, the number of shares of Common Stock
set forth opposite the name of such U.S. Underwriter below:

<TABLE>
<CAPTION>
U.S. UNDERWRITERS NUMBER OF SHARES
- ---------------------------- --------------------
<S> <C>
Smith Barney Inc. ...........
PaineWebber Incorporated ...
EVEREN Securities, Inc. ....
Total .....................
</TABLE>

Under the terms and subject to the conditions contained in the
International Underwriting Agreement, each of the managers of the concurrent
International Offering named below (the "Managers"), for whom Smith Barney
Inc. and PaineWebber International (U.K.) Ltd., are acting as lead managers
(the "Lead Managers"), has severally agreed to purchase, and the Company has
agreed to sell to each Manager, the number of shares of Common Stock set
forth opposite the name of such Manager below:

<TABLE>
<CAPTION>
MANAGERS NUMBER OF SHARES
- ----------------------------------------- --------------------
<S> <C>
Smith Barney Inc. ........................
PaineWebber International (U.K.) Ltd. ...
Total ..................................
</TABLE>

Each of the U.S. Underwriting Agreement and the International Underwriting
Agreement provides that the obligations of the several U.S. Underwriters and
several Managers to pay for and accept delivery of the shares of Common Stock
offered hereby are subject to the approval of certain legal matters by
counsel and to certain other conditions. The U.S. Underwriters and the
Managers are obligated to take and pay for all shares of Common Stock offered
hereby (other than those covered by the over-allotment option described
below) if any such shares are taken.

The U.S. Underwriters and the Managers (collectively, the "Underwriters")
initially propose to offer part of the shares offered hereby directly to the
public at the public offering price set forth on the cover page of this
Prospectus and part of the shares offered hereby to certain dealers at a
price which represents a concession not in excess of $ per share under the
public offering price. The U.S. Underwriters and Managers may allow, and such
dealers may reallow, a concession not in excess of $ per share to other
U.S. Underwriters or Managers, respectively, or to certain other dealers.
After the initial public offering, the public offering price and such
concessions may be changed by the Underwriters.

The Company and certain stockholders of the Company have granted the
Underwriters an option, exercisable at any time and from time to time during
a 30-day period from the date of this Prospectus, to purchase up to an
aggregate of additional shares of Common Stock at the public offering
price set forth on the cover page hereof less underwriting commissions. The
Underwriters may exercise such option to purchase additional shares solely
for the purpose of covering over-allotments, if any, incurred in connection
with the sales of the shares of Common Stock offered hereby. To the extent
such option is exercised, each underwriter will be obligated, subject to
certain conditions, to purchase approximately the same percentage of such
additional shares as the number of shares set forth opposite each
Underwriter's name in the preceding Underwriters table bears to the total
number of shares of Common Stock offered by the U.S. Underwriters hereby. The
Company will not receive any of the proceeds from the sale of Common Stock by
the Selling Stockholders. See "Principal and Selling Stockholders."

The Company, the Selling Stockholders, the U.S. Underwriters and the
Managers have agreed to indemnify each other against certain liabilities,
including liabilities under the Securities Act.

<PAGE>

Each of (i) the Company and each of its executive officers and directors
and (ii) each holder of capital stock of the Company immediately prior to the
Offerings (including holders of warrants exercisable into shares of Common
Stock) have agreed that, for a period of 180 days after the date of this
Prospectus, they will not, without the prior written consent of Smith Barney
Inc., offer, sell, contract to sell or otherwise dispose of any Common Stock
or securities convertible or exercisable or exchangeable for Common Stock or
grant any options or warrants to purchase Common Stock, subject to certain
exceptions.

At the Company's request, the U.S. Underwriters and the Managers have
reserved up to shares of Common Stock (the "Directed Shares") for sale at
the public offering price to persons who are directors, officers or employees
of, or are otherwise associated with, the Company and who have advised the
Company of their desire to participate in its future growth. Purchasers of
Directed Shares will be required to agree to restrictions on resale similar
to those described in the preceding paragraph. The number of shares of Common
Stock available for sale to the general public will be reduced to the extent
of sales of Directed Shares to any of the persons for whom they have been
reserved. Any shares not so purchased will be offered by the U.S.
Underwriters and the Managers on the same basis as all other shares offered
hereby.

The U.S. Underwriters and the Managers have entered into an Agreement
Between U.S. Underwriters and Managers pursuant to which each U.S.
Underwriter has agreed that, as part of the distribution of the shares
offered in the U.S. Offering (i) it is not purchasing any such shares for the
account of anyone other than a U.S. or Canadian Person and (ii) it has not
offered or sold, and will not, offer, sell, resell or deliver, directly or
indirectly, any of such shares or distribute any prospectus relating to U.S.
Offering outside the U.S. or Canada or to anyone other than a U.S. or
Canadian Person. In addition, each Manager has agreed that as part of the
distribution of the shares offered in the International Offering: (i) it is
not purchasing any such shares for the account of any U.S. or Canadian Person
and (ii) it has not offered or sold, and will not offer, sell, resell or
deliver, directly or indirectly, any of such shares or distribute any
prospectus relating to the International Offering in the U.S. or Canada or to
any U.S. or Canadian Person. Each Manager has also agreed that it will offer
to sell shares only in compliance with all relevant requirements of any
applicable laws.

The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the U.S. Underwriting Agreement, the
International Underwriting Agreement and the Agreement Between U.S.
Underwriters and Managers, including: (i) certain purchases and sales between
the U.S. Underwriters and the Managers, (ii) certain offers, sales, resales,
deliveries or distributions to or through investment advisors or other
persons exercising investment discretion, (iii) purchases, offers or sales by
a U.S. Underwriter who is also acting as Manager or by a Manager who is also
acting as a U.S. Underwriter and (iv) other transactions specifically
approved by the Representatives and the Lead Managers. As used herein, "U.S.
or Canadian Person" means any resident or national of the U.S. or Canada, any
corporation, partnership or other entity created or organized in or under the
laws of the U.S. or Canada or any estate or trust the income of which is
subject to U.S. or Canadian income taxation regardless of the source of its
income (other than the foreign branch of any U.S. or Canadian Person), and
includes any U.S. or Canadian branch of a person other than a U.S. or
Canadian Person.

Any offer of shares in Canada will be made only pursuant to an exemption
from the requirement to file a prospectus in the relevant province of Canada
in which such offer is made.

Each Manager has represented and agreed that (i) it has not offered or
sold and will not offer or sell in the United Kingdom, by means of any
document, any shares other than to persons whose ordinary business it is to
buy or sell shares or debentures, whether as principal or agent or in
circumstances which do not constitute an offer to the public within the
meaning of the Public Offering of Securities Regulation 1995, (ii) it has
complied and will comply with all applicable provisions of the Financial
Services Act 1986 with respect to anything done by it in relation to the
shares in, from, or otherwise involving, the United Kingdom and (iii) it has
only issued or passed on and will only issue or pass on to any person in the
United Kingdom any document received by it in connection with the issue of
the shares if that person is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1995 or is a person to whom the document may otherwise lawfully be issued or
passed on.

<PAGE>

No action has been or will be taken in any jurisdiction by the Company,
the U.S. Underwriters or the Managers that would permit any offering to the
general public of the Common Stock offered hereby in any jurisdiction other
than the United States.

Purchasers of the Common Stock offered hereby may be required to pay stamp
taxes and other charges in accordance with the laws and practices of the
country of purchase in addition to the offering price set forth on the cover
page hereof.

Pursuant to the Agreement Between U.S. Underwriters and Managers, sales
may be made between the U.S. Underwriters and the Managers of such number of
shares of Common Stock as may be mutually agreed. The price of any shares so
sold shall be the public offering price as then in effect for Common Stock
being sold by the U.S. Underwriters and the Managers, less all or any part of
the selling concession, unless otherwise determined by mutual agreement. To
the extent that there are sales between the U.S. Underwriters and the
Managers pursuant to the Agreement Between U.S. Underwriters and Managers,
the number of shares initially available for sale by the U.S. Underwriters
and by the Managers may be more or less than the number of shares appearing
on the front cover of this Prospectus.

Prior to the Offerings, there has been no public market for the Common
Stock. The initial public offering price of the shares was negotiated between
the Company and the Representatives. Among the factors considered in
determining such price were the history of and prospects for the Company's
business and the industry in which it competes, an assessment of the
Company's management and the present state of the Company's development, the
past and present revenues and earnings of the Company, the prospects for
growth of the Company's revenues and earnings, the current state of the
economy in the United States and the current level of economic activity in
the industry in which the Company competes and in related or comparable
industries, and currently prevailing conditions in the securities markets,
including current market valuations of publicly traded companies which are
comparable to the Company.

<PAGE>

LEGAL MATTERS

Certain legal matters with respect to the legality of the Common Stock
offered hereby will be passed upon for the Company and the Selling
Stockholders by Mayer, Brown & Platt, New York, New York. Mayer, Brown &
Platt also represents The Jordan Company and its affiliates from time to time
in connection with its various acquisitions and divestitures. Certain legal
matters relating to the Offerings will be passed upon for the U.S.
Underwriters and the Managers by Cravath, Swaine & Moore, New York, New York.

EXPERTS

The consolidated financial statements of the Company as of January 1, 1996
and December 31, 1994 and for the years then ended and the historical
schedules of restaurant contribution for each of the periods from January 1,
1993 to the earlier of the date of purchase by the Company or December 31,
1995, appearing in this Prospectus and Registration Statement have been
audited by Deloitte & Touche LLP, independent certified public accountants,
as set forth in their reports thereon appearing elsewhere herein, and are
included in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.

AVAILABLE INFORMATION

The Company has filed with the Commission a registration statement on Form
S-1 (the "Registration Statement") under the Securities Act, with respect to
the shares of Common Stock offered hereby. For the purposes hereof, the term
"Registration Statement" means the original Registration Statement and any
and all amendments thereto. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and
such Common Stock, reference is hereby made to such Registration Statement,
which can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Regional Offices of the Commission
at Seven World Trade Center, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material also can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549 at prescribed rates.

Statements contained in this Prospectus as to the contents of any contract
or other document are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference.

<PAGE>

The Company intends to furnish its stockholders with annual reports
containing financial statements audited by independent accountants and with
quarterly reports containing updated summary financial information for each
of the first three quarters of each fiscal year.

NEITHER BKC NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS,
AGENTS, EMPLOYEES, ACCOUNTANTS OR ATTORNEYS ARE IN ANY WAY PARTICIPATING IN,
APPROVING OR ENDORSING THESE OFFERINGS OF SECURITIES, ANY OF THE UNDERWRITING
OR ACCOUNTING PROCEDURES USED IN THE OFFERINGS, OR ANY REPRESENTATIONS MADE
IN CONNECTION WITH THE COMPANY. THE GRANT BY BKC OF ANY FRANCHISE OR OTHER
RIGHTS TO THE COMPANY IS NOT INTENDED AS, AND SHOULD NOT BE INTERPRETED AS,
AN EXPRESS OR IMPLIED APPROVAL, ENDORSEMENT OR ADOPTION OF ANY STATEMENT
REGARDING ACTUAL OR PROJECTED FINANCIAL OR OTHER PERFORMANCE WHICH MAY BE
CONTAINED IN THE COMPANY'S OFFERING MATERIALS. ALL FINANCIAL AND OTHER
PROJECTIONS HAVE BEEN PREPARED BY, AND ARE THE SOLE RESPONSIBILITY OF, THE
COMPANY.

ANY REVIEW BY BKC OF THE OFFERING MATERIALS OR THE INFORMATION INCLUDED
THEREIN HAS BEEN CONDUCTED SOLELY FOR THE BENEFIT OF BKC TO DETERMINE
CONFORMANCE WITH BKC'S INTERNAL POLICIES, AND NOT TO BENEFIT OR PROTECT ANY
OTHER PERSON. NO INVESTOR SHOULD INTERPRET SUCH REVIEW BY BKC AS AN APPROVAL,
ENDORSEMENT, ACCEPTANCE OR ADOPTION OF ANY REPRESENTATION, WARRANTY, COVENANT
OR PROJECTION CONTAINED IN THE MATERIALS REVIEWED.

THE ENFORCEMENT OR WAIVER OF ANY OBLIGATION OF THE COMPANY UNDER ANY
AGREEMENT BETWEEN THE COMPANY AND BKC OR BKC'S AFFILIATES IS A MATTER OF
BKC'S OR BKC'S AFFILIATES SOLE DISCRETION. NO INVESTOR SHOULD RELY ON ANY
REPRESENTATION, ASSUMPTION OR BELIEF THAT BKC OR BKC'S AFFILIATES WILL
ENFORCE OR WAIVE PARTICULAR OBLIGATIONS OF THE COMPANY UNDER SUCH AGREEMENTS.

<PAGE>

AMERIKING, INC.
(formerly named NRE Holdings, Inc.)
Index to the Consolidated Financial Statements

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Independent Auditors' Report ................................................................. F-2
Consolidated Balance Sheets as of April 1, 1996 (unaudited), January 1, 1996 and December 31,
1994 ........................................................................................ F-3
Consolidated Statements of Operations for the period January 1, 1995 to January 1, 1996 and
the period August 17, 1994 (date of incorporation) to December 31, 1994 ..................... F-4
Consolidated Statements of Operations for the periods January 2, 1996 to April 1, 1996 and
January 1, 1995 to March 31, 1995 (unaudited) .............................................. F-5
Consolidated Statements of Stockholders' Equity for the period January 2, 1996 to April 1,
1996 (unaudited), the period January 1, 1995 to January 1, 1996 and the period August 17,
1994 (date of incorporation) to December 31, 1994 ........................................... F-6
Consolidated Statements of Cash Flows for the period January 1, 1995 to January 1, 1996 and
the period August 17, 1994 (date of incorporation) to December 31, 1994 ..................... F-7
Consolidated Statements of Cash Flows for the periods January 2, 1996 to April 1, 1996 and
January 1, 1995 to March 31, 1995 (unaudited) ............................................... F-8
Notes to Consolidated Financial Statements ................................................... F-9

INDEX TO THE HISTORICAL SCHEDULES OF RESTAURANT CONTRIBUTION

INITIAL ACQUISITIONS
Independent Auditors' Report ................................................................ F-18
Historical Schedules of Restaurant Contribution for the BKC Restaurants, Jaro restaurants
and Osborn restaurants for the period January 1, 1994 through September 1, 1994 ........... F-19
Historical Schedules of Restaurant Contribution for the BKC Restaurants, Jaro restaurants
and Osborn restaurants for the year ended December 31, 1993 ................................ F-20
Notes to the Historical Schedules of Restaurant Contribution ................................ F-21

ACQUISITIONS
Independent Auditors' Report ................................................................ F-22
Historical Schedules of Restaurant Contribution for Curtis James Investments, Inc., C&N
Dining, Inc. and Stuart Ray Investments, Inc. for the quarter ended April 1, 1996 or the
period January 1, 1996 through the date of acquisition ..................................... F-23
Historical Schedules of Restaurant Contribution for DMW, Inc., BKC, QSC, Inc. and Ro-Lank,
Inc., Curtis James Investments, Inc., C&N Dining, Inc. and Stuart Ray Investments, Inc. for
the year ended December 31, 1995 or the period January 1, 1995 through date of acquisition F-24
Historical Schedules of Restaurant Contribution for Friedman, QSC, Inc. and Ro-Lank, Inc.,
Curtis James Investments, Inc., C&N Dining, Inc. and Stuart Ray Investments, Inc. for the
year ended December 31, 1994 or the period January 1, 1994 through date of acquisition .... F-25
Historical Schedules of Restaurant Contribution for Friedman, QSC, Inc. and Ro-Lank, Inc.,
Curtis James Investments, Inc., C&N Dining, Inc. and Stuart Ray Investments, Inc. for the
year ended December 31, 1993 ............................................................... F-26
Notes to the Historical Schedules of Restaurant Contribution ................................ F-27

</TABLE>

F-1

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
NRE Holdings, Inc.
Westchester, Illinois

We have audited the accompanying consolidated balance sheets of NRE
Holdings, Inc. and subsidiary as of January 1, 1996 and December 31, 1994,
and the related consolidated statements of operations, stockholders' equity
and cash flows for the period January 1, 1995 to January 1, 1996 and the
period August 17, 1994 (date of incorporation) to December 31, 1994. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of NRE Holdings, Inc. and
subsidiary as of January 1, 1996 and December 31, 1994, and the results of
their operations and their cash flows for the period January 1, 1995 to
January 1, 1996 and the period August 17, 1994 (date of incorporation) to
December 31, 1994 in conformity with generally accepted accounting
principles.

Deloitte & Touche, LLP
March 12, 1996
Chicago, Illinois

F-2

<PAGE>

NRE HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
APRIL 1, 1996 (UNAUDITED), JANUARY 1, 1996 AND DECEMBER 31, 1994

<TABLE>
<CAPTION>
JANUARY 1, DECEMBER 31,
APRIL 1, 1996 1996 1994
-------------- -------------- --------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ................... $ 4,580,000 $ 1,887,000 $ 7,650,000
Accounts receivable ......................... 771,000 1,118,000 134,000
Inventory ................................... 1,236,000 1,009,000 1,001,000
Prepaid expenses ............................ 1,667,000 1,218,000 775,000
-------------- -------------- --------------
Total current assets ....................... 8,254,000 5,232,000 9,560,000
PROPERTY AND EQUIPMENT ....................... 35,172,000 28,457,000 23,471,000
GOODWILL ..................................... 97,326,000 66,847,000 61,739,000
OTHER ASSETS:
Deferred financing costs .................... 5,531,000 3,096,000 3,509,000
Deferred organization costs ................. 205,000 220,000 272,000
Franchise agreements ........................ 4,270,000 3,384,000 3,239,000
-------------- -------------- --------------
Total other assets ......................... 10,006,000 6,700,000 7,020,000
-------------- -------------- --------------
TOTAL ........................................ $150,758,000 $107,236,000 $101,790,000
============== ============== ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and other accrued expenses $ 8,378,000 $ 5,399,000 $ 6,037,000
Accrued payroll ............................. 2,145,000 802,000 1,193,000
Accrued sales tax payable ................... 1,395,000 1,047,000 924,000
Accrued interest payable .................... 1,505,000 346,000 1,041,000
Current portion of long-term debt (Note 5) . 12,126,000 10,741,000 3,450,000
Current portion of capital leases (Note 6) . 105,000 105,000 99,000
-------------- -------------- --------------
Total current liabilities .................. 25,654,000 18,434,000 12,645,000
LONG-TERM DEBT -- Less current portion (Note
5) .......................................... 84,812,000 63,094,000 65,050,000
LONG-TERM DEBT -- Related Parties (Note 5) .. 31,000,000 16,000,000 16,000,000
OTHER LONG-TERM LIABILITIES (Note 6) ........ 149,000 176,000
DEFERRED INCOME TAXES ........................ 789,000 789,000 254,000
STOCKHOLDERS' EQUITY:
Preferred stock ............................. 75 75 75
Common stock ................................ 10 10 10
Additional paid-in capital .................. 7,599,915 7,599,915 7,599,915
Retained earnings ........................... 754,000 1,143,000 241,000
-------------- -------------- --------------
Total stockholders' equity ................. 8,354,000 8,743,000 7,841,000
-------------- -------------- --------------
TOTAL ........................................ $150,758,000 $107,236,000 $101,790,000
============== ============== ==============
</TABLE>

See notes to consolidated financial statements.

F-3

<PAGE>

NRE HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIOD JANUARY 1, 1995 TO JANUARY 1, 1996 AND
THE PERIOD AUGUST 17, 1994 (DATE OF INCORPORATION) TO DECEMBER 31, 1994

<TABLE>
<CAPTION>
JANUARY 1, AUGUST 17,
1995 TO 1994 TO
JANUARY 1, PERCENTAGE DECEMBER 31, PERCENTAGE
1996 OF SALES 1994 OF SALES
-------------- ------------ -------------- ------------
<S> <C> <C> <C> <C>
RESTAURANT SALES .............................. $139,572,000 100.0% $33,931,000 100.0%
RESTAURANT OPERATING EXPENSES:
Cost of sales ................................ 44,798,000 32.1 10,807,000 31.8
Restaurant labor and related costs ........... 34,526,000 24.7 8,647,000 25.5
Occupancy .................................... 15,454,000 11.1 3,768,00 11.1
Depreciation and amortization of goodwill and
franchise agreements ........................ 4,927,000 3.6 1,193,000 3.5
Advertising .................................. 6,330,000 4.5 1,449,000 4.3
Royalties .................................... 4,788,000 3.4 1,162,000 3.4
Other operating expenses ..................... 12,358,000 8.9 2,850,000 8.4
-------------- ------------ -------------- ------------
Total restaurant operating expenses ....... 123,181,000 88.3 29,876,000 88.8
-------------- ------------ -------------- ------------
RESTAURANT CONTRIBUTION ....................... 16,391,000 11.7 4,055,000 12.0
GENERAL AND ADMINISTRATIVE
EXPENSES ..................................... 5,176,000 3.7 1,227,000 3.6
OTHER OPERATING EXPENSES:
Depreciation expense -- office ............... 199,000 0.1 15,000 0.1
Management and directors' fees ............... 529,000 0.4 132,000 0.4
-------------- ------------ -------------- ------------
Operating income ........................... 10,487,000 7.5 2,681,000 7.9
OTHER INCOME (EXPENSE):
Interest expense ............................. (6,296,000) (4.4) (1,256,000) (3.7)
Interest expense -- related party ............ (2,027,000) (1.5) (669,000) (2.0)
Amortization of deferred costs ............... (511,000) (0.4) (104,000) (0.3)
Other income ................................. 209,000 0.1 16,000 0.1
Other expense ................................ (135,000) (0.1) (236,000) (0.7)
-------------- ------------ -------------- ------------
Total other expense ........................ (8,760,000) (6.3) (2,249,000) (6.6)
-------------- ------------ -------------- ------------
INCOME BEFORE PROVISION FOR INCOME TAXES ..... 1,727,000 1.2 432,000 1.3
PROVISION FOR INCOME TAXES .................... 825,000 0.6 191,000 0.6
-------------- ------------ -------------- ------------
NET INCOME .................................... $ 902,000 0.6% $ 241,000 0.7%
============== ============ ============== ============
</TABLE>

See notes to consolidated financial statements.

F-4

<PAGE>

NRE HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIOD JANUARY 2, 1996 TO APRIL 1, 1996 AND
THE PERIOD JANUARY 1, 1995 TO MARCH 31, 1995 (UNAUDITED)

<TABLE>
<CAPTION>
JANUARY 2 JANUARY 1,
1996TO 1995 TO
APRIL 1, PERCENTAGE MARCH 31, PERCENTAGE
1996 OF SALES 1995 OF SALES
------------- ------------ ------------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
RESTAURANT SALES .............................. $43,103,000 100.0% $30,967,000 100.0%
RESTAURANT OPERATING EXPENSES:
Cost of sales ................................ 14,033,000 32.6 9,938,000 32.1
Restaurant labor and related costs ........... 11,059,000 25.6 8,291,000 26.8
Occupancy .................................... 4,817,000 11.2 3,683,000 11.9
Depreciation and amortization of goodwill and
franchise agreements ........................ 1,669,000 3.9 1,182,000 3.8
Advertising .................................. 2,094,000 4.9 1,324,000 4.3
Royalties .................................... 1,479,000 3.4 1,069,000 3.4
Other operating expenses ..................... 3,711,000 8.6 2,851,000 9.2
------------- ------------ ------------- ------------
Total restaurant operating expenses ....... 38,862,000 90.2 28,338,000 91.5
------------- ------------ ------------- ------------
RESTAURANT CONTRIBUTION ......... ............. 4,241,000 9.8 2,629,000 8.5
GENERAL AND ADMINISTRATIVE
EXPENSES ..................................... 1,721,000 4.0 1,036,000 3.3
OTHER OPERATING EXPENSES:
Depreciation expense -- office ............... 93,000 0.2 48,000 0.2
Management and directors' fees ............... 118,000 0.3 119,000 0.4
------------- ------------ ------------- ------------
Operating income ........................... 2,309,000 5.3 1,426,000 4.6
OTHER INCOME (EXPENSE):
Interest expense ............................. (1,950,000) (4.5) (1,536,000) (4.9)
Interest expense -- related party ............ (792,000) (1.9) (500,000) (1.7)
Amortization of deferred costs ............... (224,000) (0.5) (123,000) (0.4)
Other income ................................. 70,000 0.2
Other expense ................................ (3,000) (0.0) (34,000) (0.1)
------------- ------------ ------------- ------------
Total other expense ........................ (2,969,000) (6.9) (2,123,000) (6.9)
------------- ------------ ------------- ------------
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES ........................................ (660,000) (1.5) (697,000) (2.3)
PROVISION FOR INCOME TAXES .................... (271,000) (0.6) (333,000) (1.1)
------------- ------------ ------------- ------------
NET INCOME (LOSS) ............................. $ (389,000) (0.9)% $ (364,000) (1.2)%
============= ============ ============= ============
</TABLE>

See notes to consolidated financial statements.

F-5

<PAGE>

NRE HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD JANUARY 1, 1995 TO JANUARY 1, 1996 AND
THE PERIOD AUGUST 17, 1994 (DATE OF INCORPORATION) TO DECEMBER 31, 1994
AND FOR THE PERIOD JANUARY 2, 1996 TO APRIL 1, 1996
(UNAUDITED)

<TABLE>
<CAPTION>
ADDITIONAL
PREFERRED COMMON PAID-IN RETAINED
STOCK STOCK CAPITAL EARNINGS TOTAL
----------- -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
INITIAL ISSUANCE OF STOCK .......... $56 $10 $5,699,934 $5,700,000
Issuance of preferred stock ...... 19 1,899,981 1,900,000
Net income ........................ $ 241,000 241,000
----------- -------- ------------ ----------- ------------
BALANCE -- December 31, 1994 ...... 75 10 7,599,915 241,000 7,841,000
Net income ........................ 902,000 902,000
----------- -------- ------------ ----------- ------------
BALANCE -- January 1, 1996 ......... 75 10 7,599,915 1,143,000 8,743,000
(389,000) (389,000)
Net loss (unaudited) ----------- -------- ------------ ----------- ------------

BALANCE -- April 1, 1996
(unaudited) ....................... $75 $10 $7,599,915 $ 754,000 $8,354,000
=========== ======== ============ =========== ============
</TABLE>

See notes to consolidated financial statements.

F-6

<PAGE>

NRE HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD JANUARY 1, 1995 TO JANUARY 1, 1996 AND
THE PERIOD AUGUST 17, 1994 (DATE OF INCORPORATION) TO DECEMBER 31, 1994

<TABLE>
<CAPTION>
JANUARY 1, 1995 AUGUST 17, 1994
TO TO
JANUARY 1, 1996 DECEMBER 31, 1994
--------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................ $ 902,000 $ 241,000
Adjustments to reconcile net income to net cash flows from
operating activities:
Depreciation and amortization ............................ 5,637,000 1,311,000
Deferred income taxes .................................... 535,000
Unrealized loss on property and equipment ................ 135,000
Changes in:
Accounts receivable ..................................... (984,000) (134,000)
Inventory ............................................... (8,000) (1,001,000)
Prepaid expenses ........................................ (443,000) (775,000)
Accounts payable and accrued expenses ................... (1,601,000) 7,845,000
--------------- -----------------
Net cash flows from operating activities ............... 4,173,000 7,658,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of restaurant franchise agreements, equipment and
goodwill ................................................. (11,305,000) (81,671,000)
Cash paid for organization costs .......................... (6,000) (290,000)
Cash paid for franchise agreements ........................ (60,000)
Cash paid for property and equipment ...................... (3,721,000) (597,000)
--------------- -----------------
Net cash flows from investing activities ............... (15,092,000) (82,558,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of preferred stock ............................... 5,900,000
Issuance of common stock .................................. 71,000
Proceeds from short-term debt ............................. 6,920,000
Proceeds from long-term debt .............................. 1,865,000 68,500,000
Proceeds from subordinated debt -- related party ......... 11,600,000
Cash paid for financing costs ............................. (135,000) (3,521,000)
Advances under line of credit ............................. 2,000,000 3,500,000
Payments on line of credit ................................ (2,000,000) (3,500,000)
Payments on long-term debt ................................ (3,450,000)
Payments on capital leases ................................ (44,000)
--------------- -----------------
Net cash flows from financing activities ............... 5,156,000 82,550,000
--------------- -----------------
NET CHANGE IN CASH AND CASH EQUIVALENTS .................... (5,763,000) 7,650,000
CASH AND CASH EQUIVALENTS -- Beginning of period .......... 7,650,000
--------------- -----------------
CASH AND CASH EQUIVALENTS -- End of period ................. $ 1,887,000 $ 7,650,000
=============== =================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest .................. $ 9,018,000 $ 884,000
=============== =================
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
On September 1, 1994, in connection with the purchase of
restaurant franchises from certain members of the
Company's management, the Company issued the following
noncash consideration:
Preferred stock (including additional paid-in capital) .. $ 1,600,000
Common stock (including additional paid-in capital) ..... 29,000
Subordinated debt -- related party ....................... 4,400,000
New capital leases ........................................ $ 319,000
--------------- -----------------
TOTAL ...................................................... $ 319,000 $ 6,029,000
=============== =================
On September 1, 1994, in connection with the purchase of
restaurant franchises from Burger King Corporation, the
Company received a purchase price allowance for deferred
maintenance which was recorded as other accrued expenses . $ 1,350,000
=================
</TABLE>

See notes to consolidated financial statements.

F-7

<PAGE>

NRE HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD JANUARY 2, 1996 TO APRIL 1, 1996 AND
THE PERIOD JANUARY 1, 1995 TO MARCH 31, 1995 (UNAUDITED)

<TABLE>
<CAPTION>
JANUARY 2, 1996 JANUARY 1, 1995
TO TO
APRIL 1, 1996 MARCH 31, 1995
(UNAUDITED) (UNAUDITED)
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ................................................. $ (389,000) $ (364,000)
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation and amortization ........................... 1,986,000 1,353,000
Changes in:
Accounts receivable .................................... 347,000 12,000
Inventory .............................................. (227,000) 40,000
Prepaid expenses ....................................... (449,000) (647,000)
Accounts payable and accrued expenses .................. 5,394,000 (1,297,000)
--------------- ---------------
Net cash flows from operating activities .............. 6,662,000 (903,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of restaurant franchise agreements, equipment
and goodwill ............................................ (40,036,000)
Cash paid for franchise agreements ....................... (81,000)
Cash paid for property and equipment ..................... (1,410,000) (624,000)
--------------- ---------------
Proceeds from disposal of property and equipment ........ 817,000
Net cash flows from investing activities .............. (40,710,000) (624,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt ............................. 85,000,000
Proceeds from subordinated debt .......................... 15,000,000
Cash paid for financing costs ............................ (1,341,000)
Advances under line of credit ............................ 5,000,000
Payments on line of credit ............................... (1,000,000) (862,000)
Payments on long-term debt ............................... (65,896,000)
Payments on capital leases ............................... (22,000)
--------------- ---------------
Net cash flows from financing activities .............. 36,741,000 (862,000)
--------------- ---------------
NET CHANGE IN CASH AND CASH EQUIVALENTS ................... 2,693,000 (2,389,000)
CASH AND CASH EQUIVALENTS -- Beginning of period ......... 1,887,000 7,650,000
--------------- ---------------
CASH AND CASH EQUIVALENTS -- End of period ................ $ 4,580,000 $ 5,261,000
=============== ===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest ................. $ 1,583,000 $ 1,897,000
=============== ===============
</TABLE>

See notes to consolidated financial statements.

F-8

<PAGE>

NRE HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD JANUARY 1, 1995 TO JANUARY 1, 1996 AND
THE PERIOD AUGUST 17, 1994 (DATE OF INCORPORATION) TO DECEMBER 31, 1994
AND FOR THE PERIOD JANUARY 2, 1996 TO APRIL 1, 1996 AND THE PERIOD
JANUARY 1, 1995 TO MARCH 31, 1995 (UNAUDITED)

1. DESCRIPTION OF BUSINESS

NRE Holdings, Inc. ("Holdings") and its wholly owned subsidiary, National
Restaurant Enterprises, Inc. d/b/a/ AmeriKing Corporation ("AmeriKing")
(consolidated, the "Company"), were formed on August 17, 1994 to acquire and
operate Burger King restaurants in five states (Illinois, Indiana, Colorado,
Texas and Wisconsin) and to grow through the development or acquisition of
additional Burger King restaurants in these and other states.

Effective September 2, 1994, the Company acquired 68 Burger King
restaurants located in the Chicago metropolitan area from Burger King
Corporation ("BKC") for $41,500,000 in cash, and 14 restaurants in Colorado
and Texas from certain members of the Company's current management for
$6,029,000 of subordinated debt and preferred and common stock in the Company
and $1,975,000 in cash, (collectively the "Initial Acquisitions"). Effective
December 1, 1994, AmeriKing acquired 39 Burger King restaurants from a
third-party franchisee in Chicago for $37,000,000 in cash.

During 1995, the Company purchased 18 restaurants in Colorado, Illinois,
Tennessee and Georgia for $10,769,000 in cash and opened one restaurant
located in Texas (the "1995 Acquisitions"). As a result of these acquisitions
and developments, the Company is one of the largest independent Burger King
franchisees in the United States, operating 140 restaurants at January 1,
1996.

ORGANIZATIONAL STRUCTURE -- National Restaurant Enterprises, Inc. (d/b/a
AmeriKing Corporation) is a wholly owned subsidiary of NRE Holdings, Inc.
National Restaurant Enterprises, Inc. is comprised of the following
subsidiaries: AmeriKing Colorado Corporation I, AmeriKing Illinois
Corporation I, AmeriKing Tennessee Corporation I, and, subsequent to January
1, 1996 (see Note 10), AmeriKing Cincinnati Corporation I and AmeriKing
Virginia Corporation I.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FISCAL YEAR -- In 1995, the Company converted its fiscal year to a
52/53-week fiscal year. Due to this conversion, the 1995 fiscal year ended
January 1, 1996 included 366 days of operating activity. The comparative
fiscal period ended December 31, 1994 included 136 days with 121 days of
operating activity. The period ended April 1, 1996 included 91 days of
operating activity while the comparative period ended March 31, 1995 included
90 days of operating activity.

USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

PRINCIPLES OF CONSOLIDATION -- The accompanying consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiary, AmeriKing. All significant intercompany accounts and transactions
have been eliminated in consolidation.

CASH EQUIVALENTS -- The Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents.

INVENTORIES -- Inventories consist primarily of restaurant food and
supplies and are stated at the lower of cost or market. Cost is determined
using the first-in, first-out (FIFO) method.

F-9

<PAGE>
NRE HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD JANUARY 1, 1995 TO JANUARY 1, 1996 AND
THE PERIOD AUGUST 17, 1994 (DATE OF INCORPORATION) TO DECEMBER 31, 1994
AND FOR THE PERIOD JANUARY 2, 1996 TO APRIL 1, 1996 AND THE PERIOD
JANUARY 1, 1995 TO MARCH 31, 1995 (UNAUDITED) (CONTINUED)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

PROPERTY AND EQUIPMENT -- Property and equipment is stated at cost.
Normal repairs and maintenance cost are expensed as incurred. Depreciation is
being recorded using the straight-line method over the following estimated
useful lives:
<TABLE>
<CAPTION>
<S> <C>
Restaurant equipment and furnishings ... 5-15 years
Office furniture and equipment .......... 5-9 years
Buildings ............................... 40 years
Leasehold improvement ................... Life of lease
</TABLE>

FRANCHISE AGREEMENTS -- The franchise agreements with BKC require the
Company to pay a franchise fee for each restaurant opened. Amortization is
recorded on the straight-line method over the terms of the related franchise
agreements. The franchise agreements generally provide for a term of 20 years
with renewal options upon expiration. Accumulated amortization as of January
1, 1996 and December 31, 1994 was approximately $309,000 and $60,000,
respectively. Accumulated amortization as of April 1, 1996 was approximately
$391,000 (unaudited).

GOODWILL -- Goodwill represents the excess of cost over fair value of the
net assets acquired in conjunction with the acquisitions described in Note 1.
Goodwill is being amortized over 35 years using the straight-line method.
Accumulated amortization as of January 1, 1996 and December 31, 1994 was
approximately $2,203,000 and $394,000, respectively. Accumulated amortization
as of April 1, 1996 was approximately $2,829,000 (unaudited).

DEFERRED COSTS -- Costs associated with the organization of the Company
and its subsidiaries have been deferred and are being amortized on a
straight-line basis over five years. Costs incurred by the Company in
obtaining the financing for the acquisitions have been deferred and are being
amortized on a straight-line basis over seven years. Accumulated amortization
as of January 1, 1996 and December 31, 1994 was approximately $76,000 and
$18,000, respectively, for deferred organization costs and approximately
$569,000 and $86,000, respectively, for deferred financing costs. Accumulated
amortization as of April 1, 1996 was approximately $90,000 for deferred
organization costs and approximately $758,000 for deferred financing costs
(unaudited).

RECLASSIFICATIONS -- Certain information in the consolidated financial
statements for fiscal 1994 has been reclassified to conform with the current
reporting format.

PRO FORMA OPERATING RESULTS (UNAUDITED) -- The following are the pro forma
operating results for the periods ended April 1, 1996, January 1, 1996 and
December 31, 1994 as if the acquisitions by the Company described above had
occurred on August 17, 1994. The pro forma results give effect to changes in
depreciation and amortization resulting from valuing property and franchise
agreements at their estimated fair value and recording the excess of purchase
price over the net assets acquired (000's omitted):

<TABLE>
<CAPTION>
PERIOD ENDED
----------------------------------------
APRIL 1, JANUARY 1, DECEMBER 31,
1996 1996 1994
---------- ------------ --------------
<S> <C> <C> <C>
Net sales ............. $56,851 $153,971 $37,891
Restaurant
contribution ......... 5,330 17,752 4,681
</TABLE>

The pro forma results of operations are not necessarily indicative of the
actual operating results that would have occurred had the acquisitions been
consummated at the beginning of the respective periods.

F-10

<PAGE>

3. FRANCHISE AGREEMENTS

In connection with the purchase of the Burger King restaurants, the
Company enters into franchise agreements with BKC for the operation of Burger
King restaurants. The franchise agreements provide BKC with significant
rights regarding the business and operations of the Company. The franchise
agreements with BKC require the Company to pay monthly royalty and
advertising fees equal to 3.5% and 4.0%, respectively, of restaurant sales.

4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
APRIL 1, JANUARY 1, DECEMBER 31,
1996 1996 1994
------------ ------------- --------------
(UNAUDITED)
<S> <C> <C> <C>
Restaurant equipment and furnishings $35,647,000 $28,020,000 $23,663,000
Office furniture and equipment ..... 2,491,000 1,941,000 302,000
Leasehold improvements .............. 869,000 756,000 67,000
Land ................................ 423,000
Buildings ........................... 456,000 850,000
New restaurant development .......... 468,000 313,000 98,000
------------- --------------
Total ............................... 39,931,000 32,303,000 24,130,000
Less accumulated depreciation ...... 4,759,000 3,846,000 659,000
------------- --------------
Property and equipment -- net ...... $35,172,000 $28,457,000 $23,471,000
============= ==============
</TABLE>

The Company included in accumulated depreciation an unrealized loss on
property and equipment of $135,000 due to the forced disposition of a
Company-owned restaurant that will occur in May 1997. Such loss represents
the difference between the salvage value and the book value of the equipment,
decor, landscaping and signs of the restaurant at the date of disposition.
The loss on disposition is included in other expenses on the consolidated
statements of operations.

F-11

<PAGE>

5. LONG TERM DEBT

Debt consists of the following:

<TABLE>
<CAPTION>
APRIL 1, 1996 JANUARY 1, 1996 DECEMBER 31, 1994
---------------------------- ------------------------------ --------------------------
CURRENT LONG-TERM CURRENT LONG-TERM CURRENT LONG-TERM
------------- ------------- ------------ ------------- ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Term Loan A, at a variable interest rate,
8.687% at January 1, 1996, due 2001 .... $ 1,500,000 $43,500,000 $ 3,500,000 $41,750,000 $3,250,000 $45,250,000
Term Loan B, at a variable interest rate,
9.187% at January 1, 1996, due 2002 .... 400,000 39,600,000 200,000 19,600,000 200,000 19,800,000
------------- ------------- ------------- ------------ ------------- --------------
Letter of Credit, at a variable interest
rate, 8.6871, at January 1, 1996,
due 2002 ................................ 4,000,000
Franchise Acceptance Corporation
Limited note, at a variable interest
rate, 8.56% at January 1, 1996, due 2005. 123,000 1,712,000 121,000 1,744,000
Burger King Corporation note,
9.75%, due 1996 ......................... 6,103,000 6,920,000
------------- ------------- ------------- ------------ ------------- ------------
Total .................................... $12,126,000 $84,812,000 $10,741,000 $63,094,000 $3,450,000 $65,050,000
============= ============= ============= ============ ============
</TABLE>

Debt to related parties consists of the following:

<TABLE>
<CAPTION>
APRIL 1, 1996 JANUARY 1, 1996 DECEMBER 31, 1994
--------------------------- ------------------------ ------------------------
CURRENT LONG-TERM CURRENT LONG-TERM CURRENT LONG-TERM
------------ ------------- --------- ------------- --------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Senior subordinated debentures,
12.75%, due 2004 ..................... $15,400,000 $15,400,000 $15,400,000
Junior subordinated debentures,
6.00%, due 2005 ...................... 600,000 600,000 600,000
Subordinated debenture, 12.5% due 2005 15,000,000
------------ ------------- --------- ------------- --------- -------------
Total ................................. $31,000,000 $16,000,000 $16,000,000
============ ============= ========= ============= ========= =============

</TABLE>

On September 1, 1994, the Company entered into a revolving credit and term
loan agreement with a lender (the "Agent Bank"). On November 30, 1994, the
loan agreement was amended and restated (the "Loan Agreement"). Under the
terms of the Loan Agreement, a consortium of banks led by the Agent Bank (the
"Consortium") provided two term loans, one for $48,500,000 ("Term Loan A")
and one for $20,000,000 ("Term Loan B"), and a $6,000,000 revolving credit
facility to the Company (collectively, the "Loans"). The original proceeds
from the Loans were used to acquire the BKC Restaurants and the Management
Restaurants, and the additional proceeds from the Loans were used to acquire
the Franchise Restaurants (see Note 1). The Loans are secured by all of the
assets of AmeriKing and a guaranty from Holdings.

Term Loan A and Term Loan B (collectively, the "Term Loans") provide for
quarterly principal payments as provided by the Loan Agreement until final
maturity. Term Loan A matures November 30, 2001. Term Loan B matures November
30, 2002. The Company may prepay the Term Loans, in whole or in part, at any
time, provided such prepayments are at least $500,000 or a larger multiple of
$100,000.

The Term Loans bear interest at the lower of two variable rates which are
determined by reference to either (i) the Agent Bank's prime rate, or (ii)
the adjusted Eurodollar rate as determined by the Agent Bank, plus certain
interest rate spreads as specified in the Loan Agreement.

In connection with the Loan Agreement, the Company entered into a
three-year interest rate cap agreement with the Agent Bank expiring December
29, 1997. Under the terms of this agreement, the

F-12

<PAGE>

5. LONG TERM DEBT (Continued)

maximum Eurodollar rate to be used in the determination of the interest rates
on 40% of the outstanding principal of the Term Loans is limited to 9% per
annum. The Company paid the Agent Bank $242,000 in connection with the Loan
Agreement, which is being amortized over the term of the Loan Agreement.
Accumulated amortization as of January 1, 1996 was approximately $81,000. No
amortization was recorded prior to December 31, 1994.

Under the Loan Agreement, the revolving line of credit facility provides
for revolving borrowings bearing interest at the lower of two variable rates
which are determined by reference to either (i) the Agent Bank's prime rate,
or (ii) the adjusted Eurodollar rate as determined by the Agent Bank, plus
certain interest rate spreads as specified in the Loan Agreement. All
outstanding principal under the line of credit is due November 30, 2001. No
amounts were outstanding under the revolving credit facility at January 1,
1996 or December 31, 1994.

The Loan Agreement contains, among other provisions, certain covenants for
maintaining defined levels of tangible net worth and various financial
ratios, including debt service coverage and interest coverage. As of January
1, 1996, the Company was in compliance with all such covenants.

On September 1, 1994, the Company issued senior subordinated notes (the
"Senior Subordinated Notes") to certain stockholders. Such Senior
Subordinated Notes bear interest at a rate of 12.75% per annum and are
subordinated to amounts due to the consortium and to BKC. All principal of
the Senior Subordinated Notes is due August 2004.

On November 30, 1994, the Company issued junior subordinated notes (the
"Junior Subordinated Notes") to the Agent Bank. Such Junior Subordinated
Notes bear interest at a rate of 6% per annum and are subordinated to the
amounts due to the Consortium and the Senior Subordinated Notes. All
principal of the Junior Subordinated Notes is due March 2005.

On November 29, 1995, the Company issued a note to Franchise Acceptance
Corporation Limited in connection with the acquisition of five restaurants
located in Colorado. Such note bears interest at the 30-day commercial paper
rate plus 2.75% and is secured by certain assets of the Company's wholly
owned subsidiary, AmeriKing Colorado Corporation I, which owns the five
restaurants. Principal installments of the note are due quarterly through
December 2005.

On November 21, 1995, the Company issued a note to BKC in connection with
the acquisition of 11 restaurants located in Tennessee and Georgia. Such note
bears interest at a rate of 9.75% per annum and is secured by a pledge of all
capital stock of the Company's wholly-owned subsidiary, AmeriKing Tennessee
Corporation I, which owns the 11 restaurants. All principal of the note is
due May 1996.

On February 7, 1996, the Company amended and restated the Loan Agreement
("the Amended and Restated Loan Agreement"). The Amended and Restated Loan
Agreement provides for an increase of principal of $20 million and $9 million
for the Term Loans and the revolving credit facility, respectively, resulting
in additional borrowing capacity of $29 million. The Amended and Restated
Loan Agreement provides for a principal balance of $45 million for Term Loan
A, $40 million for Term Loan B and $15 million for the revolving credit
facility. Interest on the new agreements remains unchanged from the prior
agreements; however, the new agreements provide for changes to existing and
additional covenants. In addition, beginning in 1996, the Company is required
to make additional principal payments on the Term Loans of 75% of the
Company's consolidated excess cash flow as defined by the Amended and
Restated Loan Agreement.

F-13

<PAGE>

5. LONG TERM DEBT (Continued)

Aggregate maturities of the Company's long-term debt are as follows:

<TABLE>
<CAPTION>
JANUARY 1,
APRIL 1, 1996 1996
------------- -------------
(UNAUDITED)
<S> <C> <C>
1996 ........ $ 12,126,000 $10,741,000
1997 ........ 4,035,000 5,832,000
1998 ........ 6,048,000 6,944,000
1999 ........ 9,561,000 11,673,000
Thereafter . 96,168,000 46,237,000
------------- -------------
Total ....... $127,938,000 $89,835,000
============= =============
</TABLE>

6. LEASES

The Company leases restaurant space under noncancelable operating leases
with remaining lease terms of one to twenty years. In many cases, the leases
provide for rent escalations and for one or more five-year renewal options.
The leases generally require the Company to pay property taxes, insurance,
maintenance and other operating costs of the properties, as well as
contingent rentals based upon a percentage (generally 8.5%) of net sales. In
addition, the Company leases office space, office equipment, restaurant
equipment and vehicles under noncancelable operating leases.

Rent expense amounted to:

<TABLE>
<CAPTION>
JANUARY 1, DECEMBER 31,
1996 1994
------------- --------------
<S> <C> <C>
Minimum rentals under operating leases $11,072,000 $2,691,000
Contingent rentals .................... 958,000 253,000
------------- --------------
Total ................................. $12,030,000 $2,944,000
============= ==============
</TABLE>

<TABLE>
<CAPTION>
APRIL 1, MARCH 31,
1996 1995
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Minimum rentals under operating
leases .............................. $3,473,000 $2,705,000
Contingent rentals ................... 332,000 140,000
----------- -----------
Total ................................ $3,805,000 $2,845,000
=========== ===========
</TABLE>

Future minimum lease payments under noncancelable operating leases are as
follows:

<TABLE>
<CAPTION>
JANUARY 1,
APRIL 1, 1996 1996
------------- -------------
(UNAUDITED)
<S> <C> <C>
1996 ........ $ 11,631,000 $ 12,229,000
1997 ........ 15,489,000 12,164,000
1998 ........ 15,317,000 11,997,000
1999 ........ 15,075,000 11,748,000
2000 ........ 14,472,000 11,157,000
Thereafter . 132,902,000 93,921,000
------------ -------------
Total ....... $204,886,000 $153,216,000
------------- -------------
</TABLE>

F-14

<PAGE>

6. LEASES (Continued)

Future minimum lease payments under noncancelable capital leases are as
follows:

<TABLE>
<CAPTION>
APRIL 1, JANUARY 1,
1996 1996
----------- ------------
(UNAUDITED)
<S> <C> <C>
1996 .............................. $ 99,000 $129,000
1997 .............................. 129,000 129,000
1998 .............................. 66,000 66,000
--------- ------------
Total minimum lease payments ..... 294,000 324,000
Less amount representing interest 40,000 49,000
--------- ------------
Present value of the minimum lease
obligation ....................... $254,000 $275,000
========= ============
</TABLE>

Payments on capital leases for the period ended April 1, 1996 (unaudited)
and January 1, 1996 were $32,000 and $63,000, respectively; no payments were
made in the period ended December 31, 1994.

7. CAPITAL STOCK

At April 1, 1996 (unaudited), January 1, 1996 and December 31, 1994, the
Company's authorized capital stock was as follows:

<TABLE>
<CAPTION>
NUMBER OF
SHARES
NUMBER OF ISSUED VOTING
VALUE SHARES AND RIGHTS
PER SHARE AUTHORIZED OUTSTANDING PER SHARE
----------- ------------ ------------- -----------
<S> <C> <C> <C> <C>
Class A Common Stock .......... $0.01 2,000.0 348.7 1
Class B Common Stock .......... 0.01 100.0 0.0 0
Class C Common Stock .......... 0.01 3,500.0 1,000.0 1
------------ -------------
Total common stock ............ 3,500.0 1,000.0
============ =============
Special Voting Preferred Stock $0.00 1.0 1.0 716
Class A1 Preferred Stock ..... 0.00 5,000.0 4,425.0 0
Class A2 Preferred Stock ..... 0.01 2,500.0 1,200.0 0
Class B Preferred Stock ...... 0.01 3,000.0 1,875.0 0
------------ -------------
Total preferred stock ......... 10,501.0 7,501.0
============ =============
</TABLE>

The preferred stock pays dividends at 6% per annum on the total issuance
price of each share, payable quarterly when allowed under the Loan Agreement.
Any preferred dividends not paid when due are cumulative. Any preferred
dividends not paid in cash will be paid in preferred stock.

The voting rights of the Special Voting Preferred Stock adjust so that, at
any time, the total votes per share of Special Voting Preferred Stock is
equal to the total shares of Class A and Class D Common Stock issued and
outstanding plus one vote. The Special Voting Preferred Stock was eliminated
from the Company's Certificate of Incorporation on February 7, 1996.

In connection with entering into the original Loan Agreement, the Company
issued warrants to purchase 112.36 shares of Class B Common Stock for an
exercise price of $0.01 per share to an affiliate of the Agent Bank. The
warrants are exercisable at any time and expire the earlier of (i) the date
such warrants are exercised in full, or (ii) November 30, 2002.

F-15

<PAGE>

7. CAPITAL STOCK (Continued)

During 1994, the Company granted stock options to purchase 11.24 shares
of Class D Common Stock at $100 per share in connection with employment
agreements with two members of the Company's management. All of these options
vest ratably over a two-year period ending September 1, 1996 at which time
all become exercisable. The options expire at the earlier of (i) 90 to 180
days after separation of the employee from the Company, or (ii) December 31,
2004. At January 1, 1996, all of these options remained outstanding; fifty
percent (50%) of such options were currently excercisable as of September,
1995.

The Company has never declared or paid dividends on its capital stock, as
stipulated by the Loan Agreement.

8. INCOME TAXES

The components of the income tax provision are as follows:

<TABLE>
<CAPTION>
APRIL 1, MARCH 31, JANUARY 1, DECEMBER 31,
1996 1995 1996 1994
---------- ----------- ------------ --------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Current -- state ... $290,000 $ 20,000 $290,000 $ 20,000
Deferred -- federal.. 535,000 171,000 535,000 171,000
---------- ----------- ------------ --------------
Total ............... $825,000 $191,000 $825,000 $191,000
========== =========== ============ ==============
</TABLE>

The Company's assumed effective tax rate on pretax income for the periods
ended January 1, 1996 and December 31, 1994 differs from the U.S. federal
statutory rate of 35% primarily due to state taxes and nondeductible
expenses.

The deferred tax liability at January 1, 1996 and December 31, 1994
results primarily from the use of accelerated depreciation methods for income
tax purposes and differences between the financial reporting basis and the
tax basis of the Company's assets, reduced by the tax benefit of the net
operating loss carry-forward.

On September 1, 1994, the Company acquired the assets of the restaurants
from the Predecessors in a transaction which involved a partial carry-over of
basis for income tax purposes. The Company recorded goodwill and a long-term
deferred income tax liability since the income tax basis of the restaurants
acquired from the Predecessors is lower than the financial reporting basis of
such assets.

The Company has a net operating loss carry-forward for tax purposes at
January 1, 1996 of approximately $8,735,000 which carry-forward will expire
in 2009.

9. RELATED PARTIES

At January 1, 1996, the Company has Senior Subordinated Notes payable to
certain stockholders totaling $15,400,000 (see Note 5). During the periods
ended January 1, 1996 and December 31, 1994 the Company recorded interest
expense on the Senior Subordinated Notes totaling $1,982,000 and $660,000,
respectively. During the periods ended April 1, 1996 and March 31, 1995, the
Company recorded interest expense on the Senior Subordinated Notes totaling
$496,000 and $491,000, respectively, unaudited.

The Company leases two restaurants under noncancelable operating leases
from an entity which is owned by a member of the Company's management. The
leases expire in March 2006 and January 2007, respectively, and require total
monthly rental payments of $20,600. During the periods ended January 1, 1996
and December 31, 1994, the Company recorded rent expense of $248,000 and
$82,000, respectively, under these leases. During the periods ended April 1,
1996 and March 31, 1995, the Company recorded rent expense of $62,000 under
those leases (unaudited).

F-16

<PAGE>

9. RELATED PARTIES (Continued)

The Company has entered into a management consulting agreement with an
affiliate of a stockholder. Under the terms of the agreement, the Company is
required to pay the consultant an annual management fee equal to the higher
of (i) $300,000, or (ii) 0.35% of food sales. During the periods ended
January 1, 1996 and December 31, 1994, the Company recorded expense of
$479,000 and $116,000, respectively, under this agreement. On February 7,
1996, the Company amended the management consulting agreement changing the
annual management fee calculation to 2.5% of EBITA. During the periods ended
April 1, 1996 and March 31, 1995, the Company recorded expense of $104,000
and $106,000 respectively, under this agreement (unaudited).

10. SUBSEQUENT EVENTS

ISSUANCE OF SUBORDINATED NOTES -- On February 7, 1996, the Company's
subsidiary issued Subordinated Notes of $15.0 million to PMI Mezzanine Fund,
L.P. ("PMI"). Such Subordinated Notes bear interest at a rate of 12.5% per
annum and are subordinated to amounts due to the Agent Bank and its
consortium and certain amounts due BKC. All principal of the subordinated
notes is due January 31, 2005. The Subordinated Note Agreement contains,
among other provisions, certain covenants for maintaining defined levels of
tangible net worth and various financial ratios, including debt service
coverage and interest coverage. Concurrent with the issuance of the
Subordinated Notes, the Company issued common stock purchase warrants for the
purchase of shares of Class C Common Stock to PMI.

ACQUISITION OF RESTAURANTS -- Concurrent with the refinancing on February
7, 1996 (see Note 5) and issuance of Senior Subordinated Notes, the Company
acquired 36 Burger King restaurants located in Virginia, North Carolina and
Ohio. The purchase price aggregated $36.9 million for the 36 restaurants and
$4.1 million for transaction fees and expenses. The acquisitions were
financed through net borrowings of $20.0 million under Term Loans A and B,
$5.0 million under the revolving credit facility and $15.0 million from the
Senior Subordinated Notes and warrants issued to PMI. The acquisitions will
be accounted for using the purchase method. The excess of the purchase price
over the acquired tangible and intangible net assets, when determined, will
be allocated to goodwill and amortized on a straight-line basis over 35
years. In addition, concurrent with the acquisitions, the Company entered
into operating leases on all 36 properties.

* * * * * *

F-17

<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors
NRE Holdings, Inc.
Westchester, Illinois

We have audited the Historical Schedules of Restaurant Contribution (the
"Schedules") of the restaurants purchased by National Restaurant Enterprises,
Inc., a wholly-owned subsidiary of NRE Holdings, Inc., from Burger King
Corporation ("BKC") and from entities owned or controlled by Lawrence E. Jaro
("Jaro") and William C. Osborn ("Osborn") for the period January 1, 1994
through September 1, 1994 and the year ended December 31, 1993. These
schedules are the responsibility of the management of the entities from whom
the restaurants were acquired. Our responsibility is to express an opinion on
these schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Schedules are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the Schedules. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the
Schedules. We believe that our audits provide a reasonable basis for our
opinion.

The accompanying Schedules were prepared for the purpose of complying with
the rules and regulations of the Securities and Exchange Commission (for
inclusion in the registration statement on Form S-1 of NRE Holdings, Inc.) as
described in Note 2 and are not intended to be a complete presentation of the
earnings of the restaurants purchased from BKC, Jaro and Osborn.

In our opinion, the Schedules referred to above present fairly, in all
material respects, the restaurant contribution for the restaurants purchased
by National Restaurant Enterprises, Inc. from BKC, Jaro and Osborn for the
period January 1, 1994 through September 1, 1994 and the year ended December
31, 1993, in conformity with generally accepted accounting principles.

Deloitte & Touche, LLP

October 10, 1995
Chicago, Illinois

F-18

<PAGE>

HISTORICAL SCHEDULES OF RESTAURANT CONTRIBUTION
FOR THE PERIOD JANUARY 1, 1994 THROUGH SEPTEMBER 1, 1994

<TABLE>
<CAPTION>
BKC JARO OSBORN
RESTAURANTS RESTAURANTS RESTAURANTS TOTAL
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
RESTAURANT SALES ..................... $47,762,000 $7,400,000 $1,558,000 $56,720,000
RESTAURANT OPERATING EXPENSES:
Cost of sales ....................... 15,589,000 2,534,000 479,000 18,602,000
Restaurant labor and related costs . 13,253,000 1,849,000 427,000 15,529,000
Occupancy ........................... 6,211,000 843,000 152,000 7,206,000
Depreciation and amortization of
franchise agreements ............... 1,161,000 179,000 26,000 1,366,000
Advertising ......................... 2,091,000 386,000 94,000 2,571,000
Royalties ........................... 1,642,000 254,000 54,000 1,950,000
Other operating expenses ............ 5,310,000 673,000 144,000 6,127,000
------------- ------------- ------------- -------------
Total restaurant operating expenses 45,257,000 6,718,000 1,376,000 53,351,000
------------- ------------- ------------- -------------
RESTAURANT CONTRIBUTION .............. $ 2,505,000 $ 682,000 $ 182,000 $ 3,369,000
============= ============= ============= =============
</TABLE>

See notes to historical schedules of restaurant contribution.

F-19

<PAGE>

HISTORICAL SCHEDULES OF RESTAURANT CONTRIBUTION
FOR THE YEAR ENDED DECEMBER 31, 1993

<TABLE>
<CAPTION>
BKC JARO OSBORN
RESTAURANTS RESTAURANTS RESTAURANTS TOTAL
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
RESTAURANT SALES ..................... $70,667,000 $10,115,000 $2,113,000 $82,895,000
RESTAURANT OPERATING EXPENSES:
Cost of sales ....................... 21,844,000 3,344,000 644,000 25,832,000
Restaurant labor and related costs . 18,921,000 2,510,000 567,000 21,998,000
Occupancy ........................... 9,063,000 1,221,000 216,000 10,500,000
Depreciation and amortization of ...
franchise agreements ............... 1,722,000 292,000 48,000 2,062,000
Advertising ......................... 3,711,000 567,000 117,000 4,395,000
Royalties ........................... 2,434,000 348,000 73,000 2,855,000
Other operating expenses ............ 7,568,000 884,000 203,000 8,655,000
------------- ------------- ------------- -------------
Total restaurant operating expenses 65,263,000 9,166,000 1,868,000 76,297,000
------------- ------------- ------------- -------------
RESTAURANT CONTRIBUTION .............. $ 5,404,000 $ 949,000 $ 245,000 $ 6,598,000
============= ============= ============= =============
</TABLE>

See notes to historical schedules of restaurant contribution.

F-20

<PAGE>

NOTES TO THE HISTORICAL SCHEDULES OF
RESTAURANT CONTRIBUTION
FOR THE PERIOD JANUARY 1, 1994 THROUGH SEPTEMBER 1, 1994
AND THE YEAR ENDED DECEMBER 31, 1993

1. DESCRIPTION OF BUSINESS

NRE Holdings, Inc. and its wholly-owned subsidiary, National Restaurant
Enterprises, Inc. d/b/a AmeriKing Corporation (consolidated, the "Company"),
were formed on August 17, 1994 to acquire and operate Burger King restaurants
in five states (Illinois, Indiana, Colorado, Texas and Wisconsin) and grow
through the development and acquisition of additional Burger King restaurants
in these and other states.

Effective September 2, 1994, the Company acquired 68 Burger King
restaurants located in the Chicago metropolitan area from Burger King
Corporation ("BKC") for $41,500,000 in cash, and 14 Burger King restaurants
in Colorado and Texas from entities owned or controlled by Lawrence E. Jaro
("Jaro") and William C. Osborn ("Osborn"), who are members of the Company's
current management, for $6,029,000 of subordinated debt and preferred and
common stock of NRE Holdings, Inc. and $1,975,000 in cash.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Historical Schedules of Restaurant Contribution (the "Schedules"),
include operations of the acquired restaurants for the periods prior to their
purchase by the Company, and have been prepared pursuant to Article 3 of
Regulation S-X, Section 210.3-02(a).

SALES -- Sales consist primarily of food and premium sales.

COST OF SALES -- Costs of sales consist primarily of restaurant and food
supplies, determined using the first-in, first-out (FIFO) method of inventory
valuation.

RESTAURANT LABOR AND RELATED COSTS -- Restaurant labor and related costs
include managers' salaries, hourly wages and related payroll taxes and
benefits.

OCCUPANCY -- Occupancy costs consist of rents, licenses and permits, real
estate taxes and common area maintenance.

DEPRECIATION AND AMORTIZATION OF FRANCHISE AGREEMENTS -- Depreciation is
recorded using accelerated methods permissible under generally accepted
accounting principles over the following useful lives:

<TABLE>
<CAPTION>
<S> <C>
Building improvements ............................ 10-20 years
Furniture, fixtures and restaurant equipment .... 5-10 years
</TABLE>

The franchise agreements with BKC require the Predecessors to pay a
franchise fee for each restaurant opened. Amortization is recorded on the
straight-line method over the terms of the related franchise agreements. The
franchise agreements generally provide for a term of 20 years with renewal
options upon expiration.

ADVERTISING -- Under the franchise agreements with BKC, monthly
advertising fees are to be paid at 4% of restaurant food sales.

ROYALTIES -- Under the franchise agreements with BKC, monthly royalties
are to be paid at 3.5% of restaurant food sales.

OTHER OPERATING EXPENSES -- Other operating expenses include utilities,
repairs and maintenance, cleaning, security, uniforms, workmen's compensation
and training expenses.

The Schedules of Restaurant Contribution do not include amounts relative
to interest income. In addition, the Schedules do not include general and
administrative expenses, interest expense, amortization of deferred
organization costs, income tax or other expenses.

F-21

<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors
NRE Holdings, Inc.
Westchester, Illinois

We have audited the Historical Schedules of Restaurant Contribution (the
"Schedules") of the restaurants purchased by National Restaurant Enterprises,
Inc., a wholly-owned subsidiary of NRE Holdings, Inc., from Sheldon T.
Friedman ("Friedman"), QSC, Inc. and Ro-Lank, Inc., Curtis James Investments,
Inc., C&N Dining, Inc. and Stuart Ray Investments, Inc. (collectively, the
"Entities") for the periods indicated in the accompanying Schedules. These
Schedules are the responsibility of the Entities' management. Our
responsibility is to express an opinion on these Schedules based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Schedules are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the Schedules. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the
Schedules. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the Schedules referred to above present fairly, in all
material respects, the restaurant contribution for the restaurants purchased
by National Restaurant Enterprises, Inc. for the periods indicated in the
accompanying Schedules, in conformity with generally accepted accounting
principles.

Deloitte & Touche, LLP

May 8, 1996
Chicago, Illinois

F-22

<PAGE>

HISTORICAL SCHEDULES OF RESTAURANT CONTRIBUTION

<TABLE>
<CAPTION>
CURTIS JAMES STUART RAY
INVESTMENTS, INC. C&N DINING, INC. INVESTMENTS, INC.
FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD
JANUARY 1, 1996 JANUARY 1, 1996 JANUARY 1, 1996
THROUGH FEBRUARY THROUGH FEBRUARY THROUGH APRIL 1,
6, 1996 6, 1996 1996
----------------- ---------------- -----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
RESTAURANT SALES $1,372 $2,082 $10,294
RESTAURANT OPERATING EXPENSES:
Cost of sales ........................................ 458 663 3,344
Restaurant labor and related costs ................... 395 543 2,841
Occupancy ............................................ 129 392 1,369
Depreciation and amortization of franchise agreements 32 12 222
Advertising .......................................... 66 97 423
Royalties ............................................ 47 72 355
Other operating expenses ............................. 123 243 818
----------------- ---------------- -----------------
Total restaurant operating expenses ................. 1,250 2,022 9,372
----------------- ---------------- -----------------
RESTAURANT CONTRIBUTION ............................... $ 122 $ 60 $ 922
================= ================ =================
</TABLE>

See notes to historical schedules of restaurant contribution.

F-23

<PAGE>

HISTORICAL SCHEDULES OF RESTAURANT CONTRIBUTION

<TABLE>
<CAPTION>
QSC, INC. AND
RO-LANK, INC. FOR
DMW, INC. FOR THE BKC FOR THE THE PERIOD
PERIOD JANUARY 1, PERIOD JANUARY JANUARY 1, 1995
1995 THROUGH 1, 1995 THROUGH THROUGH NOVEMBER
SEPTEMBER 12, 1995 OCTOBER 24, 1995 20, 1995
------------------ ---------------- -----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
RESTAURANT SALES .................... $2,814,000 $1,324,000 $10,261,000
RESTAURANT OPERATING EXPENSES:
Cost of sales ...................... 942,000 543,000 3,361,000
Restaurant labor and related costs 739,000 486,000 2,812,000
Occupancy .......................... 272,000 34,000 959,000
Depreciation and amortization of
franchise agreements .............. 71,000 0 250,000
Advertising ........................ 173,000 46,000 490,000
Royalties .......................... 97,000 40,000 352,000
Other operating expenses ........... 220,000 179,000 972,000
------------------ ---------------- -----------------
Total restaurant operating
expenses ......................... 2,514,000 1,328,000 9,196,000
------------------ ---------------- -----------------
RESTAURANT CONTRIBUTION ............. $ 300,000 $ (4,000) $ 1,065,000
================== ================ =================
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
CURTIS JAMES STUART RAY
INVESTMENTS, INC. C&N DINING, INC. INVESTMENTS, INC.
FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1995 DECEMBER 31, 1995
------------------ ------------------ ------------------

<S> <C> <C> <C>
RESTAURANT SALES .................... $14,766,000 $26,955,000 $41,697,000
RESTAURANT OPERATING EXPENSES:
Cost of sales ...................... 4,753,000 8,363,000 13,450,000
Restaurant labor and related costs 4,100,000 6,154,000 12,239,000
Occupancy .......................... 1,369,000 4,274,000 4,855,000
Depreciation and amortization of
franchise agreements .............. 353,000 83,000 926,000
Advertising ........................ 616,000 1,159,000 1,819,000
Royalties .......................... 509,000 926,000 1,438,000
Other operating expenses ........... 1,276,000 2,264,000 3,220,000
------------------ ------------------ ------------------
Total restaurant operating
expenses ......................... 12,976,000 23,223,000 37,947,000
------------------ ------------------ ------------------
RESTAURANT CONTRIBUTION ............. $ 1,790,000 $ 3,732,000 $ 3,750,000
================== ================== ==================
</TABLE>

See notes to historical schedules of restaurant contribution.

F-24

<PAGE>

HISTORICAL SCHEDULES OF RESTAURANT CONTRIBUTION

<TABLE>
<CAPTION>
FRIEDMAN FOR THE QSC, INC. AND CURTIS JAMES
PERIOD JANUARY 1, RO-LANK, INC. FOR INVESTMENTS, INC.
1994 THROUGH THE YEAR ENDED FOR THE YEAR ENDED
NOVEMBER 30, 1994 DECEMBER 31, 1994 DECEMBER 31, 1994
----------------- ------------------ ------------------
<S> <C> <C> <C>
RESTAURANT SALES .................... $43,494,000 $10,627,000 $13,242,000
RESTAURANT OPERATING EXPENSES:
Cost of sales ...................... 14,133,000 3,451,000 4,203,000
Restaurant labor and related costs 10,733,000 2,810,000 3,664,000
Occupancy .......................... 3,607,000 903,000 1,234,000
Depreciation and amortization of
franchise agreements .............. 4,294,000 257,000 221,000
Advertising ........................ 2,166,000 475,000 538,000
Royalties .......................... 1,499,000 365,000 457,000
Other operating expenses ........... 3,486,000 1,002,000 1,261,000
----------------- ------------------ ------------------
Total restaurant operating
expenses ......................... 39,918,000 9,263,000 11,578,000
----------------- ------------------ ------------------
RESTAURANT CONTRIBUTION ............. $ 3,576,000 $ 1,364,000 $ 1,664,000
================= ================== ==================
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
STUART RAY
C&N DINING, INC. INVESTMENTS, INC.
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, 1994 DECEMBER 31, 1994
------------------ ------------------
<S> <C> <C>
RESTAURANT SALES .................... $23,918,000 $36,968,000
RESTAURANT OPERATING EXPENSES:
Cost of sales ...................... 7,221,000 11,866,000
Restaurant labor and related costs 5,428,000 10,199,000
Occupancy .......................... 3,991,000 4,416,000
Depreciation and amortization of
franchise agreements .............. 40,167 776,000
Advertising ........................ 1,027,000 1,839,000
Royalties .......................... 822,000 1,275,000
Other operating expenses ........... 2,048,000 3,019,000
------------------ ------------------
Total restaurant operating
expenses ......................... 20,577,167 33,390,000
------------------ ------------------
RESTAURANT CONTRIBUTION ............. $ 3,340,833 $ 3,578,000
================== ==================
</TABLE>

See notes to historical schedules of restaurant contribution.

F-25

<PAGE>

HISTORICAL SCHEDULES OF RESTAURANT CONTRIBUTION

<TABLE>
<CAPTION>
QSC, INC. AND CURTIS JAMES
FRIEDMAN FOR THE RO-LANK, INC. FOR INVESTMENTS, INC.
YEAR ENDED THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, 1993 DECEMBER 31, 1993 DECEMBER 31, 1993
------------------ ------------------ ------------------
<S> <C> <C> <C>
RESTAURANT SALES .................... $33,365,000 $9,035,000 $11,252,000
RESTAURANT OPERATING EXPENSES:
Cost of sales ...................... 10,825,000 2,857,000 3,618,000
Restaurant labor and related costs 8,319,000 2,529,000 3,188,000
Occupancy .......................... 3,037,000 794,000 1,047,000
Depreciation and amortization of
franchise agreements .............. 4,299,000 481,000 226,000
Advertising ........................ 1,870,000 407,000 481,000
Royalties .......................... 1,151,000 310,000 388,000
Other operating expenses ........... 2,686,000 965,000 1,091,000
------------------ ------------------ ------------------
Total restaurant operating
expenses ......................... 32,187,000 8,343,000 10,039,000
------------------ ------------------ ------------------
RESTAURANT CONTRIBUTION ............. $ 1,178,000 $ 692,000 $ 1,213,000
================== ================== ==================
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
STUART RAY
C&N DINING, INC. INVESTMENTS, INC.
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, 1993 DECEMBER 31, 1993
------------------ ------------------
<S> <C> <C>
RESTAURANT SALES .................... $21,635,000 $34,327,000
RESTAURANT OPERATING EXPENSES:
Cost of sales ...................... 6,440,000 10,923,000
Restaurant labor and related costs 5,129,000 9,703,000
Occupancy .......................... 3,778,000 4,568,000
Depreciation and amortization of
franchise agreements .............. 39,000 959,000
Advertising ........................ 978,000 2,170,000
Royalties .......................... 743,000 1,201,000
Other operating expenses ........... 2,024,000 2,624,000
------------------ ------------------
Total restaurant operating
expenses ......................... 19,131,000 32,148,000
------------------ ------------------
RESTAURANT CONTRIBUTION ............. $ 2,504,000 $ 2,179,000
================== ==================
</TABLE>

See notes to historical schedules of restaurant contribution.

F-26

<PAGE>

NOTES TO THE HISTORICAL SCHEDULES OF
RESTAURANT CONTRIBUTION

1. DESCRIPTION OF BUSINESS

Effective December 1, 1994, the Company acquired 39 Burger King
restaurants located in the Chicago metropolitan area from Sheldon T. Friedman
("Friedman") for $37,000,000 in cash.

Effective September 13, 1995, the Company acquired 4 existing and 1
developmental Burger King restaurants located in Colorado from DMW, Inc. for
$2,629,000 in cash. On October 25, 1995, the Company acquired 2 restaurants
located in the Chicago metropolitan area from Burger King Corporation ("BKC")
for no consideration. Effective November 21, 1995, the Company acquired 11
Burger King restaurants located in Tennessee and Georgia from QSC, Inc. and
Rolank, Inc. for $8,142,000 in cash.

Effective February 7, 1996, the Company acquired 24 Burger King
restaurants located in Virginia and North Carolina from C&N Dining, Inc. for
$27,469,000 in cash. Concurrent with the C&N Dining acquisition, the company
acquired 12 restaurants located in the Cincinnati metropolitan area from
Curtis James Investments, Inc. for $9,400,000 in cash. On May 11, 1996, the
Company executed purchase agreements to acquire 40 Burger King restaurants
located in Michigan from Stuart Ray Investments, Inc. for $35,600,000 in
cash.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Historical Schedules of Restaurant Contribution (the "Schedules")
include operations of the acquired restaurants for the periods to the earlier
of the date of purchase by the Company or December 31, 1995, and have been
prepared pursuant to Article 3 of Regulation S-X, Section 210.3-02(a).

SALES -- Sales consist primarily of food and premium sales.

COST OF SALES -- Costs of sales consist primarily of restaurant and food
supplies, determined using the first-in, first-out (FIFO) method of inventory
valuation.

RESTAURANT LABOR AND RELATED COSTS --Restaurant labor and related costs
include managers' salaries, hourly wages and related payroll taxes and
benefits.

OCCUPANCY -- Occupancy costs consist of rents, licenses and permits, real
estate taxes and common area maintenance.

DEPRECIATION AND AMORTIZATION OF FRANCHISE AGREEMENTS -- Depreciation is
recorded using accelerated methods permissible under generally accepted
accounting principles over the following useful lives:

BUILDING IMPROVEMENTS ........................... 10-20 YEARS
FURNITURE, FIXTURES AND RESTAURANT EQUIPMENT ... 5-10 YEARS

The franchise agreements with BKC require the Entities to pay a franchise
fee for each restaurant opened. Amortization is recorded on the straight-line
method over the terms of the related franchise agreements. The franchise
agreements generally provide for a term of 20 years with renewal options upon
expiration.

ADVERTISING -- Under the franchise agreements with BKC, monthly
advertising fees are to be paid at 4% of restaurant food sales.

ROYALTIES -- Under the franchise agreements with BKC, monthly royalties
are to be paid at 3.5% of restaurant food sales.

OTHER OPERATING EXPENSES -- Other operating expenses include utilities,
repairs and maintenance, cleaning, security, uniforms, workmen's compensation
and training expenses.

The Schedules do not include amounts relative to interest income. In
addition, the Schedules do not include general and administrative expenses,
interest expense, amortization of deferred organization costs, income tax or
other expenses.

* * * * * *

F-27

<PAGE>

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR BY ANY OF THE UNDERWRITERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT
RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THOSE TO
WHICH IT RELATES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE
SUCH OFFER IN SUCH STATE. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES
NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
- -----------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Prospectus Summary ................................... 3
Summary Consolidated Financial Information .......... 6
Risk Factors ......................................... 8
Use of Proceeds ...................................... 15
Dividend Policy ...................................... 16
Dilution ............................................. 16
Capitalization ....................................... 17
Pro Forma Consolidated Financial Statements ......... 18
Selected Consolidated Financial Information ......... 25
Management's Discussion and Analysis of Financial
Condition and Results of Operations ................. 27
Business ............................................. 34
Management ........................................... 45
Principal and Selling Stockholders ................... 51
Description of Capital Stock ......................... 53
Description of Certain Indebtedness .................. 57
Certain Transactions ................................. 60
Shares Eligible for Future Sale ...................... 62
Certain U.S. Tax Consequences to Non-U.S.
Stockholders ........................................ 63
Underwriting ......................................... 65
Legal Matters ........................................ 68
Experts .............................................. 68
Available Information ................................ 68
Index to Consolidated Financial Statements .......... F-1
</TABLE>

- -----------------------------------------------------------------------------

UNTIL , 1996 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERINGS, ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

AMERIKING, INC.

COMMON STOCK
- -----------------------------------------------------------------------------

PROSPECTUS
, 1996
- -----------------------------------------------------------------------------

SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
EVEREN SECURITIES, INC.

<PAGE>

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
SUBJECT TO COMPLETION, DATED JUNE 4, 1996

PROSPECTUS

AMERIKING, INC.

COMMON STOCK

All of the shares of common stock (the "Common Stock") of AmeriKing, Inc.
(the "Company") offered hereby are being sold by the Company. Of the
shares of Common Stock offered hereby, a total of shares are being
offered hereby in an international offering outside the United States and
Canada (the "International Offering") by the Managers (as defined) and a
total of shares are being offered by the U.S. Underwriters (as defined)
in a concurrent offering in the United States and Canada (the "U.S. Offering"
and, together with the International Offering, the "Offerings").

Application has been made to have the Common Stock quoted on the Nasdaq
National Market under the symbol "AKNG."

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK
OFFERED HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS (1) COMPANY (2)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share $ $ $
Total (3) $100,000,000 $ $
- -----------------------------------------------------------------------------
</TABLE>

(1) For information regarding indemnification of the Manager and the U.S.
Underwriters, see "Underwriting."

(2) Before deducting expenses estimated at $ payable by the Company.

The shares of Common Stock are being offered by the several Managers named
herein, subject to prior sale, when, as and if accepted by them and subject
to certain conditions. It is expected that certificates for the shares of
Common Stock offered hereby will be available for delivery on or about
, 1996, at the offices of Smith Barney Inc., 333 West 34th Street, New
York, New York 10001.

SMITH BARNEY INC.
PAINEWEBBER INTERNATIONAL

[ ], 1996

<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

- -----------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Prospectus Summary ................................... 3
Summary Consolidated Financial Information .......... 6
Risk Factors ......................................... 8
Use of Proceeds ...................................... 15
Dividend Policy ...................................... 16
Dilution ............................................. 16
Capitalization ....................................... 17
Pro Forma Consolidated Financial Statements ......... 18
Selected Consolidated Financial Information ......... 25
Management's Discussion and Analysis of Financial
Condition and Results of Operatins .................. 27
Business ............................................. 34
Management ........................................... 45
Principal and Selling Stockholders ................... 51
Description of Capital Stock ......................... 53
Description of Certain Indebtedness .................. 57
Certain Transactions ................................. 60
Shares Eligible for Future Sale ...................... 62
Certain U.S. Tax Consequences to Non-U.S.
Stockholders ........................................ 63
Underwriting ......................................... 65
Legal Matters ........................................ 68
Experts .............................................. 68
Available Information ................................ 68
Index to Consolidated Financial Statements .......... F-1
</TABLE>

- -----------------------------------------------------------------------------

UNTIL , 1996 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERINGS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

AMERIKING, INC.

COMMON STOCK
- -----------------------------------------------------------------------------

PROSPECTUS
, 1996
- -----------------------------------------------------------------------------

SMITH BARNEY INC.
PAINEWEBBER INTERNATIONAL

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following are the estimated expenses in connection with the
distribution of the securities being registered:

<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee .. $ 39,655
NASD Filing Fee ....................................... 12,000
Printing and Engraving Expenses ....................... 150,000
Accounting Fees and Expenses .......................... 350,000
Attorneys' Fees and Expenses .......................... 650,000
Transfer Agent's and Registrar's Fees ................. 20,000
Blue Sky Fees and Expenses (including attorneys' fees) 20,000
NASDAQ Listing Fee ....................................
Miscellaneous ......................................... [ ]
Total ............................................... $8,500,000
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

(a) The Delaware General Corporation Law (Section 145) gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in
the defense of any lawsuit to which they are made parties by reason of being
or having been such directors or officers, subject to specified conditions
and exclusions; gives a director or officer who successfully defends an
action the right to be so indemnified; and authorizes the Company to buy
directors' and officers' liability insurance. Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled
under any by-laws, agreement, vote of stockholders or otherwise.

(b) The Amended and Restated Certificate of Incorporation of the Company
requires, and the Amended and Restated By-Laws of the Company provides for,
indemnification of directors, officers, employees and agents to the full
extent permitted by law.

(c) The U.S. Underwriting Agreement and the International Underwriting
Agreement (the forms of which are included as Exhibits 1.1 and 1.2 to this
Registration Statement) provide for the indemnification under certain
circumstances of the Company, its directors and certain of its officers by
the Underwriters.

(d) In accordance with Section 102(b)(7) of the Delaware General
Corporation Law, the Company's Amended and Restated Certificate of
Incorporation provides that directors shall not be personally liable for
monetary damages for breaches of their fiduciary duty as directors except for
(1) breaches of their duty of loyalty to the Company or its stockholders, (2)
acts or omissions not in good faith or which involve intentional misconduct
or knowing violations of law, (3) under Section 174 of the Delaware General
Corporation Law (unlawful payment of dividends or stock purchase or
redemption) or (4) transactions from which a director derives an improper
personal benefit.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Since its incorporation in August 1994, the Company has issued the
following securities:

(a) In connection with its acquisition of certain Burger King restaurants
from the Burger King Corporation and affiliates of Lawrence Jaro and William
Osborn on September 1, 1994 and related financing, the Company issued to (i)
the Jordan Investors 285.31 shares of Class A Common Stock, 500 shares of
Class B Preferred Stock and 1 share of Special Voting Preferred Stock (which
was subsequently cancelled), (ii) advisors to the Company 63.4 shares of
Class A Common Stock, (iii) The First National Bank of Boston warrants to
purchase 31.28 shares of Class B Common Stock, (iv) MCIT PLC 285.31 shares of
Class C Common Stock (which were subsequently converted into Class A Common
Stock), 3,000 shares of Class A(1) Preferred Stock and 500 shares of Class B
Preferred Stock, (v) the management of the Company (and affiliates of

II-1

<PAGE>

management) 366.00 shares of Class D Common Stock, 1,200 shares of Class A(2)
Preferred Stock and 400 shares of Class B Preferred Stock, (v) options to
purchase 5.62 shares of Class D Common Stock to each of two executives of the
Company. The Company also issued to MCIT, PLC $11,000,000 aggregate principal
amount of the Company's 12.75% Note due August 31, 2004 and to affiliates of
Management a series of 12.75% Notes each due August 31, 2004 with an
aggregate principal amount of $4,400,000. Exemption from registration was
claimed on the grounds that the issuance of such securities did not involve a
public offering within the meaning of Section 4(2) of the Securities Act of
1933, as amended.

(b) In connection with its acquisition of certain Burger King restaurants
from Shelley Friedman and affiliates on November 30, 1994 and related
financing, the Company issued to (i) BancBoston Capital Inc. warrants to
purchase 81.08 shares of Class B Common Stock, (ii) BancBoston Investments,
Inc. 1,425 shares of Class A(1) Preferred Stock, 475 shares of Class B
Preferred Stock and $600,000 aggregate principal amount of the Company's 6%
Junior Subordinated Note due March 31, 2005. Exemption from registration was
claimed on the grounds that the issuance of such securities did not involve a
public offering within the meaning of Section 4(2) of the Securities Act of
1933, as amended.

(c) In connection with its acquisition of certain Burger King restaurants
from C&N Dining, Inc. and its affiliates Thirty-Forty, Inc., Houston, Inc.
and Fifth & Race, Inc. on February 7, 1996 and related financing, the Company
issued to PMI Mezzanine Fund, L.P. warrants to purchase 71.72 shares of Class
C Common Stock and $15,000,000 in aggregate principal amount of the Company's
12.5% Senior Subordinated Notes due January 31, 2005. Exemption from
registration was claimed on the grounds that the issuance of such securities
did not involve a public offering within the meaning of Section 4(2) of the
Securities Act of 1933, as amended.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index that immediately precedes such exhibits and is
incorporated herein by reference.

(b) Financial Statement Schedules:

All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission have been omitted
because they are not required, are inapplicable or the required information
has already been provided elsewhere in the registration statement.

ITEM 17. UNDERTAKINGS

The undersigned Company hereby undertakes to provide to the U.S.
Underwriters and the Managers at the closings specified in the Underwriting
Agreement and the International Underwriting Agreement, respectively,
certificates in such denominations and registered in such names as required
by the U.S. Underwriters and the Managers to permit prompt delivery to each
purchaser.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions referred to in Item 14, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The undersigned Company hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and

II-2

<PAGE>

contained in a form of prospectus filed by the Company pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this amended registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Westchester, State of Illinois, on June 4, 1996.

AMERIKING, INC.
By /s/ Lawrence E. Jaro
-----------------------------------
Lawrence E. Jaro
Managing Owner, Chairman and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this amended registration statement has been signed by the following persons
in the capacities indicated on the 4th day of June, 1996.

<TABLE>
<CAPTION>
SIGNATURE TITLE
----------- -------
<S> <C>
*
- --------------------------- Managing Owner, Chairman and Chief Executive
Lawrence E. Jaro Officer (Principal Executive Officer)

*
- ---------------------------
William C. Osborn Managing Owner and Vice Chairman

*
- ---------------------------
Gary W. Hubert Director and Senior Vice President

*
- --------------------------- Chief Financial Officer and Corporate Secretary
Joel Aaseby (Principal Financial and Accounting Officer)

*
- ---------------------------
A. Richard Caputo, Jr. Director and Vice President

*
- ---------------------------
Thomas H. Quinn Director

*
- ---------------------------
John W. Jordan II Director

*
- ---------------------------
David W. Zalaznick Director

By: /s/ Lawrence E. Jaro
- ---------------------------
As Attorney-in-Fact

</TABLE>

II-4

<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ----------- ------------------------------------------------------------------------------------- ----------------
<S> <C> <C>
1.1 Form of U.S. Underwriting Agreement .................................................. *

1.2+ Form of International Underwriting Agreement .........................................

2.1++ Purchase and Sale Agreement, dated September 1, 1994, between Burger King Corporation
("BKC") and National Restaurant Enterprises, Inc. ("Enterprises") .................. *

2.2++ Purchase and Sale Agreement, dated September 1, 1994, between Jaro Enterprises, Inc.
and AmeriKing, Inc. (formerly known as NRE Holdings, Inc.) ("AmeriKing") ........... *

2.3++ Purchase and Sale Agreement, dated September 1, 1994, between Jaro Restaurants, Inc.
and AmeriKing ...................................................................... *

2.4++ Purchase and Sale Agreement, dated September 1, 1994, between Tabor Restaurants
Associates, Inc. and AmeriKing ..................................................... *

2.5++ Purchase and Sale Agreement, dated September, 1, 1994, between JB Restaurants, Inc.
and AmeriKing ...................................................................... *

2.6++ Purchase and Sale Agreement, dated September 1, 1994, between CastleKing, Inc. and
AmeriKing .......................................................................... *

2.7++ Purchase and Sale Agreement, dated September 1, 1994, between Osburger, Inc. and
AmeriKing .......................................................................... *

2.8++ Purchase and Sale Agreement, dated September 1, 1994, between White-Osborn
Restaurants, Inc. and AmeriKing .................................................... *

2.9++ Purchase and Sale Agreement, dated November 30, 1994, by and among Sheldon T.
Friedman, BNB Land Venture, Inc. and Enterprises ................................... *

2.10++ Asset Purchase Agreement, dated July 5, 1995, by and among DMW, Inc., Daniel L. White
and AmeriKing Colorado Corporation I ............................................... *

2.11++ Asset Purchase Agreement, dated July 5, 1995, by and among WSG, Inc., Daniel L.
White, Susan J. Wakeman, George Alaiz, Jr. and AmeriKing Colorado Corporation I .... *

2.12++ Purchase Agreement, dated November 21, 1995, by and among QSC, Inc., the shareholders
of QSC, Inc. and AmeriKing Tennessee Corporation I ................................. *

2.13++ Purchase Agreement, dated November 21, 1995, by and among Ro-Lank, Inc., the
shareholders of Ro-Lank, Inc. and AmeriKing Tennessee Corporation I ................ *

2.14++ Purchase and Sale Agreement, dated November 30, 1995, by and among C&N Dining, Inc.
and affiliates and AmeriKing Virginia Corporation I ................................ *

2.15++ Amendment No. 1 to Purchase and Sale Agreement, dated February 7, 1996, by and among
C&N Dining, Inc. and affiliates and AmeriKing Virginia Corporation I ............... *

2.16++ Asset Purchase Agreement, dated February 7, 1996, between Thirty-Forty, Inc. and
AmeriKing Cincinnati Corporation I ................................................. *

2.17++ Asset Purchase Agreement, dated February 7, 1996, between Houston, Inc. and AmeriKing
Cincinnati Corporation I ........................................................... *

2.18++ Asset Purchase Agreement, dated February 7, 1996, between Fifth & Race, Inc. and
AmeriKing Cincinnati Corporation I ................................................. *

3.1+ Amended and Restated Certificate of Incorporation of AmeriKing .......................

3.2+ Amended and Restated Bylaws of AmeriKing .............................................

<PAGE>

EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ----------- ------------------------------------------------------------------------------------- ----------------
4.1 Stockholders Agreement, dated September 1, 1994, by and among AmeriKing and the
stockholders appearing on the signature pages thereto .............................. *

4.2 Consent and Amendment No. 1 to Stockholders Agreement, dated November 30, 1994, by
and among AmeriKing and the stockholders appearing on the signature pages thereto .. *

4.3 Consent and Amendment No. 2 to Stockholders Agreement, dated February 7, 1996, by and
among AmeriKing and the stockholders appearing on the signature pages thereto ...... *

4.4+ Form of Amended and Restated Stockholders Agreement, dated , 1996, by and among
AmeriKing and the stockholders appearing on the signature pages thereto ............ *

4.5 Management Subscription Agreement, dated September 1, 1994, by and among AmeriKing,
Tabor Restaurant Associates, Inc., Jaro Enterprises, Inc., Jaro Restaurants, Inc.,
JB Restaurants, Inc., Castleking, Inc., White-Osborn Restaurants, Inc., Osburger,
Inc., Lawrence Jaro, William Osborn, Gary Hubert, Joel Aaseby, Donald Stahurski and
Scott Vasatka ...................................................................... *

4.6 Stock Option Agreement, dated September 1, 1994, between AmeriKing and Scott Vasatka *

4.7 Stock Option Agreement, dated September 1, 1994, between AmeriKing and Donald
Stahurski .......................................................................... *

4.8 Warrant Agreement, dated September 1, 1994, between AmeriKing and The First National
Bank of Boston ..................................................................... *

4.9 Common Stock Purchase Warrant, dated September 1, 1994, between AmeriKing and
BancBoston Capital Inc. ............................................................ *

4.10 First Amendment to Common Stock Purchase Warrant, dated November 30, 1994 ........... *

4.11 Second Amendment to Common Stock Purchase Warrant, dated February 7, 1996 ........... *

4.12 Amended and Restated Note, dated February 7, 1996, from AmeriKing to MCIT PLC in the
aggregate principal amount of $11,000,000 .......................................... *

4.13 Amended and Restated Deferred Limited Interest Guaranty, dated February 7, 1996, from
Enterprises to MCIT PLC ............................................................ *

4.14 Amended and Restated Note, dated February 7, 1996, from AmeriKing to Jaro
Enterprises, Inc. in the aggregate principal amount of $1,224,000 .................. *

4.15 Amended and Restated Note, dated February 7, 1996, from AmeriKing to Jaro
Restaurants, Inc. in the aggregate principal amount of $112,000 .................... *

4.16 Amended and Restated Note, dated February 7, 1996, from AmeriKing to JB Restaurants,
Inc. in the aggregate principal amount of $2,019,000 ............................... *

4.17 Amended and Restated Note, dated February 7, 1996, from AmeriKing to CastleKing, Inc.
in the aggregate principal amount of $385,769 ...................................... *

4.18 Amended and Restated Note, dated February 7, 1996, from AmeriKing to White-Osborn
Restaurants, Inc. in the aggregate principal amount of $659,231 .................... *

4.19 Securities Purchase Agreement, dated November 30, 1994, between AmeriKing and
BancBoston Investments, Inc. ....................................................... *

4.20 Common Stock Purchase Warrant, dated November 30, 1994, between AmeriKing and
BancBoston Investments, Inc. ....................................................... *

4.21 Junior Subordinated Note, dated November 30, 1994, from AmeriKing to BancBoston
Investments, Inc. in the aggregate principal amount of $600,000 .................... *

<PAGE>

EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ----------- ------------------------------------------------------------------------------------- ----------------
4.22 Secured Promissory Note, dated November 21, 1995, from AmeriKing Tennessee
Corporation I to BKC in the aggregate principal amount of $6,920,700 ............... *

4.23+ Amendment to Second Promissory Note, dated May 21, 1996, from AmeriKing Tennessee
Corporation I to BKC in the aggregate principal amount of $6,093,067 ...............

4.24 Guaranty, dated November 21, 1995, from Lawrence Jaro and William Osborn to BKC ..... *

4.25+ Ratification of Guaranty, May 21, 1996, from Lawrence Jaro and William Osborn to BKC

4.26 Promissory Note, dated November 29, 1995, from AmeriKing Colorado Corporation I to
Franchise Acceptance Corporation Limited in the aggregate principal amount of
$1,865,000 ......................................................................... *

4.27 Amendment to Promissory Note, dated December 14, 1995, from AmeriKing Colorado
Corporation I to Franchise Acceptance Corporation Limited .......................... *

4.28 Common Stock Purchase Warrant, dated February 7, 1996, from AmeriKing to PMI
Mezzanine Fund, L.P. ............................................................... *

4.29 Senior Subordinated Note, dated February 7, 1996, from Enterprises to PMI Mezzanine
Fund, L.P in the aggregate principal amount of $15,000,000. ........................ *

4.30 Subordinated Guaranty, dated February 7, 1996, from AmeriKing Virginia Corporation I
and AmeriKing Cincinnati Corporation I to PMI Mezzanine Fund, L.P. ................. *

4.31 Second Amended and Restated Revolving Credit Note, dated February 7, 1996, from
Enterprises to The First National Bank of Boston, the other lending institutions
listed on Schedule 1 thereto, and The First National Bank of Boston, as agent ...... *

4.32 Second Amended and Restated Term Loan A Note, dated February 7, 1996, from
Enterprises to The First National Bank of Boston, the other lending institutions
listed on Schedule 1 thereto, and The First National Bank of Boston, as agent ...... *

4.33 Second Amended and Restated Term Loan B Note, dated February 7, 1996, from
Enterprises to The First National Bank of Boston, the other lending institutions
listed on Schedule 1 thereto, and The First National Bank of Boston, as agent ...... *

4.34 Limited Guaranty, dated September 1, 1994, from AmeriKing to The First National Bank
of Boston, the other lending institutions listed on Schedule 1 thereto, and The
First National Bank of Boston, as agent ............................................ *

4.35 Guaranty, dated February 7, 1996, from AmeriKing Virginia Corporation I and AmeriKing
Cincinnati Corporation I to the First National Bank of Boston, the other lending
institutions listed on Schedule 1 thereto, and The First National Bank of Boston, as
agent .............................................................................. *

4.36 Unconditional Guaranty of Payment and Performance, dated February 7, 1996, from
Enterprises to FFCA Acquisition Corporation ........................................ *

5 + Opinion of Mayer, Brown & Platt ......................................................

9.1 Jaro Proxy Agreement, dated September 1, 1994, by and among Lawrence Jaro, Tabor
Restaurant Associates, Inc., Jaro Enterprises, Inc., Jaro Restaurants, Inc. and JB
Restaurants, Inc. .................................................................. *

9.2 Osborn Proxy Agreement, dated September 1, 1994, by and among William Osborn,
Castleking, Inc., Osburger, Inc. and White-Osborn, Inc. ............................ *

<PAGE>

EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ----------- ------------------------------------------------------------------------------------- ----------------
10.1 Second Amended and Restated Revolving Credit and Term Loan Agreement, dated February
7, 1996, by and among AmeriKing, Enterprises, The First National Bank of Boston, the
other lending institutions listed on Schedule 1 thereto, and The First National Bank
of Boston, as agent ................................................................ *

10.2 Security Agreement, dated September 1, 1994, by and among Enterprises and The First
National Bank of Boston, the other lending institutions listed on Schedule 1
thereto, and The First National Bank of Boston, as agent ........................... *

10.3 Amendment to Security Agreement, dated February 7, 1996, by and among Enterprises and
The First National Bank of Boston, the other lending institutions listed on Schedule
1 thereto, and The First National Bank of Boston, as agent ......................... *

10.4 Stock Pledge Agreement, dated September 1, 1994, by and among AmeriKing and The First
National Bank of Boston, the other lending institutions listed on Schedule 1
thereto, and The First National Bank of Boston, as agent ........................... *

10.5 Amendment to Stock Pledge Agreement, dated February 7, 1996, by and among AmeriKing
and The First National Bank of Boston, the other lending institutions listed on
Schedule 1 thereto, and The First National Bank of Boston, as agent ................ *

10.6 Security Agreement, dated February 7, 1996, by and among AmeriKing Virginia
Corporation I, AmeriKing Cincinnati Corporation I and The First National Bank of
Boston ............................................................................. *

10.7 Stock Pledge Agreement, dated February 7, 1996, by and among Enterprises, AmeriKing
Virginia Corporation I, AmeriKing Cincinnati Corporation I and The First National
Bank of Boston ..................................................................... *

10.8 Amended and Restated Purchase Agreement, dated February 7, 1996, between AmeriKing
and MCIT PLC ....................................................................... *

10.9 Pledge Agreement, dated September 1, 1994, between AmeriKing and MCIT PLC ........... *

10.10 Subordination Agreement, dated September 1, 1994, by and among BKC, MCIT PLC and
AmeriKing .......................................................................... *

10.11 Amendment and Consent No. 1 to Securities Purchase Agreement, dated February 7, 1996,
between AmeriKing and BancBoston Investments, Inc. ................................. *

10.12 Intercreditor Agreement, dated February 7, 1996, by and among BKC, AmeriKing Virginia
Corporation I, AmeriKing Cincinnati Corporation I, Lawrence Jaro, William Osborn,
Gary Hubert, Enterprises, AmeriKing and The First National Bank of Boston .......... *

10.13 Stock Pledge Agreement, dated November 21, 1995, between Enterprises and BKC ........ *

10.14+ Ratification of Stock Pledge Agreement, dated May 21, 1996, between Enterprises and
BKC ................................................................................

10.15 Stock Pledge Agreement, dated November 21, 1995, between Enterprises and The First
National Bank of Boston, the other lending institutions listed on Schedule 1
thereto, and The First National Bank of Boston, as agent ........................... *

10.16 Note Purchase Agreement, dated February 7, 1996, by and among AmeriKing, Enterprises
and PMI Mezzanine Fund, L.P. ....................................................... *

10.17+ Form of Amendment No. 1 to Note Purchase Agreement, by and among AmeriKing,
Enterprises and PMI Mezzanine Fund, L.P. ...........................................

<PAGE>

EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ----------- ------------------------------------------------------------------------------------- ----------------
10.18 Subordination Agreement, dated February 7, 1996, by and among AmeriKing, Enterprises,
AmeriKing Virginia Corporation I, AmeriKing Cincinnati Corporation I, AmeriKing
Tennessee Corporation I, AmeriKing Colorado Corporation I, Lawrence Jaro, William
Osborn, Gary Hubert and BKC ........................................................ *

10.19 Sale-Leaseback Agreement, dated February 7, 1996, by and among AmeriKing Virginia
Corporation I, AmeriKing Tennessee Corporation I and FFCA Acquisition Corporation .. *

10.20 Lease, dated February 7, 1996, by and among AmeriKing Virginia Corporation I,
AmeriKing Tennessee Corporation I and FFCA Acquisition Corporation ................. *

10.21 Form of Franchise Agreement between BKC and Franchisee ............................... *

10.22 Schedule of AmeriKing Franchise Agreements ........................................... *

10.23 Form of Lease Agreement between BKC and Lessee ....................................... *

10.24 Schedule of AmeriKing Lease Agreements ............................................... *

10.25 Form of Guarantee, Indemnification and Acknowledgment of BKC Franchise Agreement .... *

10.26 Form of Guarantee, Indemnification and Acknowledgment of BKC Lease Agreement ........ *

10.27 Capital Expenditure Agreement, dated September 1, 1994, by and among AmeriKing,
Enterprises and BKC ................................................................ *

10.28 Capital Expenditure Agreement, dated November 21, 1995, by and among Enterprises,
AmeriKing Tennessee Corporation I and BKC .......................................... *

10.29 Letter Agreement, dated February 7, 1996, between Enterprises and BKC ............... *

10.30 Naparlo Development Agreement, dated February 7, 1996, between AmeriKing Virginia
Corporation I and Joseph J. Naparlo ................................................ *

10.31 Management Consulting Agreement, dated September 1, 1994, by and among TJC Management
Corporation, AmeriKing and Enterprises ............................................. *

10.32 Amendment No. 1 to Management Consulting Agreement, dated February 7, 1996, by and
among TJC Management Corporation, AmeriKing and Enterprises ........................ *

10.33 Intercompany Management Consulting Agreement, dated September 1, 1994 between
Enterprises and AmeriKing .......................................................... *

10.34 Amended and Restated Tax Sharing Agreement, dated February 7, 1996, between
Enterprises and AmeriKing .......................................................... *

10.35 Employment and Non-Interference Agreement, dated September 1, 1994, between Lawrence
Jaro and Enterprises ............................................................... *

10.36 Employment and Non-Interference Agreement, dated September 1, 1994, between William
Osborn and Enterprises ............................................................. *

10.37 Employment and Non-Interference Agreement, dated September 1, 1994, between Gary
Hubert and Enterprises ............................................................. *

10.38 Employment and Non-Interference Agreement, dated September 1, 1994, between Joel
Aaseby and Enterprises ............................................................. *

10.39 Employment and Non-Interference Agreement, dated September 1, 1994, between Scott
Vasatka and Enterprises ............................................................ *

10.40+ Form of Amendment No. 1 to the TJC Management Consulting Agreement, by and among
AmeriKing, Enterprises and TJC Management Corporation ..............................

<PAGE>

EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ----------- ------------------------------------------------------------------------------------- ----------------
10.41 Form of Indemnification Agreement by and among AmeriKing and each of the signatories
to this Registration Statement ..................................................... *

10.42+ Indemnification Agreement between AmeriKing and BKC ..................................

10.43+ AmeriKing, Inc. Stock Option Plan ....................................................

10.44 Lease Agreement for Westchester, Illinois headquarters ............................... *

10.45+ Form of Recapitalization Agreement among AmeriKing and the stockholders appearing on
the signature pages thereto ........................................................

10.46+ New Credit Facility ..................................................................

21 Subsidiaries of AmeriKing ............................................................ *

23.1 Consent of Mayer, Brown & Platt (included in the Opinion of Mayer, Brown & Platt,
filed as Exhibit 5)

23.2 Consent of Deloitte & Touche .........................................................

24 Power of Attorney (included on the signature page in Part II of this Registration
Statement)

27 Financial Data Schedule...............................................................
</TABLE>

- ------------

* Previously filed.

+ To be filed by amendment.

++ The schedules and exhibits to these agreements have not been filed
pursuant to Item 601(b)(2) of Regulation S-K. Such schedules and exhibits
will be filed supplementally upon the request of the Securities and Exchange
Commission.

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of AmeriKing, Inc. on Form
S-1 of our reports dated March 12, 1996, October 10, 1995, and May 18, 1996,
appearing in the Prospectus, which is part of this Registration Statement and to
the reference to us under the headings "Selected Consolidated Financial
Information" and "Experts" in such Prospectus.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

June 4, 1996
Chicago, Illinois

<ARTICLE> 5
<LEGEND>
This schedule contains summary
finacial information extracted
from the consolidated
financial statements of
AmeriKing, Inc. (formerly NRE
Holdings, Inc.) for the period
ended April 1, 1996 and is
qualified in its entirety by
reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000

<FN>

<F1> Figure for receivables is net of allowances for doubtful accounts.

<F2> Includes prepaid expenses of $1,667.

<F3> Includes goodwill of $97,326 (net of amortization) and deferred
financing costs of $5,531, deferred organization costs of $205 and
franchise agreement expenses of $4,270 (each net of amortization)
resulting from prior acquisitions by AmeriKing, Inc. See the "Prospectus
Summary" and "Business-Business Strategy" sections of the AmeriKing
Registration Statement for a discussion of AmeriKing's acquisitions.

<F4> Includes current portion of long-term debt of $12,126 as of
April 1, 1996. Management expects to refinance on a long-term basis
all but $121 of the current portion of long-term debt.

<F5> Includes long-term debt of $115,812 (net of the current portion
of long-term debt) and capitalized leases of $149 (net of the current portion of
capitalized leases).

<F6> As of April 1, 1996, AmeriKing had 7,501 shares of preferred stock, $.01
par value per share, outstanding. For a description of AmeriKing's preferred
stock as of January 1, 1996, see AmeriKing's fiscal 1995 Consolidated
Statement of Stockholders' Equity and Footnote 7 to AmeriKing's fiscal 1995
Notes to Consolidated Financial Statements.

<F7> As of April 1, 1996, AmeriKing had 1,000 shares of common stock,
$.01 par value per share, outstanding. For a description of AmeriKing's
common stock as of January 1, 1996, see AmeriKing's fiscal 1995
Consolidated Statement of Stockholders' Equity and Footnote 7 of
AmeriKing's fiscal 1995 Consolidated Financial Statements.

<F8> Consists of $7,600 of additional paid in capital and $754 of
retained earnings.

<F9> AmeriKing's revenues are derived exclusively from sales
generated by its Burger King restaurants.

<F10> Consists of $2,742 of interest expense and $224 of amortization
of deferred costs during fiscal 1995.

<F11> Earnings per share (before recapitalization) for the period ended
April 1, 1996 were $(389). For information on AmeriKing's earnings
per share for the period ended April 1, 1996, see AmeriKing's
consolidated financial statements for the period ended April 1, 1996.
For a description of AmeriKing's recapitalization, see AmeriKing's
Registration Statement, "Description of Capital Stock-The
Recapitalization".

<F12> Earnings per share on a fully diluted basis (before recapitalization)
for the period ended April 1, 1996 were $(346). Assumes the exchange of
all outstanding warrants as of April 1, 1996 into 112.36 shares of
AmeriKing common stock, and the conversion of all outstanding options as
of April 1, 1996 into 11.24 shares of AmeriKing common stock. For a
description of AmeriKing's outstanding warrants and options, see
AmeriKing's Registration Statement "Principal and Selling Stockholders".
For a description of AmeriKing's recapitalization, see AmeriKing's
Registration Statement "Description of Capital Stock-The Recapitalization".
</FN>

</TABLE>