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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from _____________________ to _____________________
Commission file number 333-04261
AmeriKing, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
2215 Enterprise Drive, Suite 1502
Westchester, Illinois
(Address of principal executive offices)
36-3970707
(I.R.S. employer
identification no.)
60154
(Zip code)
Registrant's telephone number, including area code 708-947-2150
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
The number of shares outstanding of each of the registrant's classes of common
stock as of March 30, 1998 was 902,992 of common stock, $.01 par value per Share
(the ''Common Stock'').
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TABLE OF CONTENTS
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PART I
Item 1.
Financial Statements...................................................... 2
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations................................................................ 9
PART II
Item 6.
Exhibits, and Reports on Form 8-K......................................... 14
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<PAGE>
PART I
Certain statements in this Form 10-Q may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results,
performance, or achievements of AmeriKing, Inc. ("AmeriKing" or the
"Company") to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions; competition; success of operating initiatives; development and
operating costs; advertising and promotional efforts; brand awareness; adverse
publicity; acceptance of new product offerings; availability, locations, and
terms of sites for store development; changes in business strategy or
development plans; quality of management; availability, terms, and deployment of
capital; business abilities and judgment of personnel; availability of qualified
personnel; food, labor, and employee benefit costs; changes in, or the failure
to comply with, governmental regulations; regional weather conditions;
construction schedules; and other factors referenced in this Form 10-Q.
Recent Developments
On April 30, 1998, the Company acquired three Burger King restaurants in
the Cincinnati area which was funded with cash on hand. This acquisition was
accounted for under the purchase method of accounting.
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Item 1. Financial Statements and Supplementary Data
Index To The Consolidated Financial Statements Of AmeriKing, Inc. And Subsidiary
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Consolidated Balance Sheets as of March 30, 1998 and December 29, 1997.......................... 3
Consolidated Statements of Operations for the quarters ended March 30, 1998 and March 31, 1997.. 4
Consolidated Statements of Stockholders' Equity (Deficit) for the quarters December 30, 1997 to
March 30, 1998 and December 31, 1996 to March 31, 1997......................................... 5
Consolidated Statements of Cash Flows for the quarters December 30, 1997 to March 30, 1998 and
December 31, 1996 to March 31, 1997............................................................ 6
Notes to Consolidated Financial Statements ..................................................... 7
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AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 30, 1998 and December 29, 1997
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March 30, December 29,
1998 1997
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents ...................... $ 11,584,000 $ 7,532,000
Accounts receivable ............................ 1,662,000 1,723,000
Inventories .................................... 2,237,000 2,470,000
Prepaid expenses ............................... 1,193,000 1,592,000
Current portion of deferred income taxes ....... 30,000 30,000
------------ ------------
Total current assets ....................... 16,706,000 13,347,000
PROPERTY AND EQUIPMENT ............................. 53,753,000 52,924,000
GOODWILL ........................................... 131,755,000 131,135,000
DEFERRED INCOME TAXES .............................. 3,434,000 3,434,000
OTHER ASSETS:
Deferred financing costs ....................... 6,481,000 6,680,000
Deferred organization costs .................... 80,000 95,000
Franchise agreements ........................... 5,475,000 5,472,000
------------ ------------
Total other assets ......................... 12,036,000 12,247,000
------------ ------------
TOTAL .............................................. $217,684,000 $213,087,000
============ ============
LIABILITIES, SENIOR PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and other accrued expenses .... $ 14,309,000 $ 12,738,000
Accrued payroll ................................ 3,512,000 4,348,000
Accrued sales tax payable ...................... 1,449,000 1,306,000
Accrued interest payable ....................... 4,440,000 1,649,000
Current portion of long-term debt .............. 591,000 577,000
Current portion of capital leases .............. 30,000 74,000
------------ ------------
Total current liabilities .................. 24,331,000 20,692,000
LONG-TERM DEBT--Less current portion ............... 164,144,000 162,798,000
OTHER LONG-TERM LIABILITIES ........................ 969,000 1,023,000
------------ ------------
Total liabilities .......................... 189,444,000 184,513,000
COMMITMENTS AND CONTINGENCIES ......................
SENIOR PREFERRED STOCK ............................. 35,546,000 34,415,000
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock ................................ 75 75
Common stock ................................... 9,030 9,030
Additional paid-in capital ..................... 1,876,895 3,037,895
Retained earnings (deficit) .................... (9,192,000) (8,888,000)
------------ ------------
Total stockholders' equity (deficit) ....... (7,306,000) (5,841,000)
TOTAL .............................................. $217,684,000 $213,087,000
============ ============
</TABLE>
See notes to consolidated financial statements.
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AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Quarters Ended March 30, 1998 and March 31, 1997
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December 30, December 31,
1997 to 1996 to
March 30, % of March 31, % of
1998 Sales 1997 Sales
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SALES
Restaurant food sales ............................... $69,013,000 97.0% $48,192,000 97.6%
Non-food sales ...................................... 2,115,000 3.0 1,201,000 2.4
----------- ----- ----------- -----
Total sales ..................................... 71,128,000 100.0 49,393,000 100.0
RESTAURANT OPERATING EXPENSES:
Cost of food sales .................................. 20,666,000 29.1 14,592,000 29.6
Cost of non-food sales .............................. 1,903,000 2.7 1,139,000 2.3
Restaurant labor and related costs .................. 18,554,000 26.1 12,943,000 26.2
Occupancy ........................................... 7,477,000 10.5 5,538,000 11.2
Depreciation and amortization of goodwill and
Franchise agreements .............................. 2,776,000 3.9 1,992,000 4.0
Advertising ......................................... 3,656,000 5.1 2,576,000 5.2
Royalties ........................................... 2,415,000 3.4 1,689,000 3.4
Other restaurant operating expenses ................. 6,215,000 8.7 4,522,000 9.2
----------- ----- ----------- -----
Total restaurant operating expenses ............. 63,662,000 89.5 44,991,000 91.1
GENERAL AND ADMINISTRATIVE EXPENSES ..................... 3,033,000 4.3 1,973,000 4.0
OTHER OPERATING EXPENSES:
Depreciation expense-office ......................... 174,000 0.2 133,000 0.3
Loss on disposal of fixed assets .................... 41,000 0.1 23,000
Management and directors' fees ...................... 162,000 0.2 123,000 0.2
----------- ----- ----------- -----
Total other operating expenses .................. 377,000 0.5 279,000 0.5
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OPERATING INCOME ........................................ 4,056,000 5.7 2,150,000 4.4
OTHER INCOME (EXPENSE):
Interest expense .................................... (4,008,000) (5.6) (2,945,000) (6.0)
Amortization of deferred costs ...................... (184,000) (0.3) (152,000) (0.3)
Other income (expense)--net ......................... (299,000) (0.4) (116,000) (0.2)
----------- ----- ----------- -----
Total other expense ............................. (4,491,000) (6.3) (3,213,000) (6.5)
----------- ----- ----------- -----
LOSS BEFORE INCOME TAX BENEFIT .......................... (435,000) (0.6) (1,063,000) (2.1)
INCOME TAX BENEFIT ...................................... (131,000) (0.2) (425,000) (0.8)
----------- ----- ----------- -----
NET LOSS ................................................ (304,000) (0.4)% (638,000) (1.3)%
PREFERRED STOCK DIVIDENDS (cumulative, undeclared) ...... (113,000) (113,000)
SENIOR PREFERRED STOCK DIVIDENDS ........................ (1,131,000) (986,000)
AMORTIZATION OF SENIOR PREFERRED STOCK ISSUANCE COSTS ... (30,000) (30,000)
----------- -----------
LOSS AVAILABLE TO COMMON STOCKHOLDERS ................... $(1,578,000) $(1,767,000)
----------- -----------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING--BASIC AND DILUTED ........................ 902,992 893,290
DILUTIVE EFFECT OF OPTIONS AND WARRANTS ----------- -----------
NET LOSS PER COMMON SHARE--BASIC ........................ $ (1.75) $ (1.98)
=========== ===========
NET LOSS PER COMMON SHARE--DILUTED ...................... $ (1.75) $ (1.98)
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</TABLE>
See notes to consolidated financial statements.
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AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Quarter Ended March 30, 1998 and
the Fiscal Years Ended December 29, 1997 and December 30, 1996
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Additional Retained
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Preferred Common Paid-In Earnings
--------- ------ ------- --------
Stock Stock Capital (Deficit) Total
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BALANCE--January 1, 1996...................... $ 75 $ 10 $ 7,599,915 $ 1,143,000 $ 8,743,000
Dividends on senior preferred stock......... (303,000) (303,000)
Amortization of senior preferred stock
issuance costs............................ (10,000) (10,000)
Recapitalization of common stock............ 8,923 (8,923)
Net loss.................................... (7,997,000) (7,997,000)
--------- -------- ----------- ----------- ------------
BALANCE--December 30, 1996.................... 75 8,933 7,277,992 (6,854,000) 433,000
Dividends on senior preferred stock......... (4,112,000) (4,112,000)
Amortization of senior preferred stock
issuance costs............................ (129,000) (129,000)
Exercise of stock options................... 97 903 1,000
Net loss.................................... (2,034,000) (2,034,000)
--------- -------- ----------- ----------- ------------
BALANCE--December 29, 1997.................... 75 9,030 3,037,895 (8,888,000) (5,841,000)
Dividends on senior preferred stock......... (1,131,000) (1,131,000)
Amortization of senior preferred stock
issuance costs............................ (30,000) (30,000)
Net loss.................................... (304,000) (304,000)
--------- -------- ----------- ----------- ------------
BALANCE--March 30, 1998....................... $ 75 $ 9,030 $ 1,876,895 $(9,192,000) $ (7,306,000)
========= ======== =========== =========== ============
</TABLE>
See notes to consolidated financial statements.
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AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Quarters Ended March 30, 1998 and March 31, 1997
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December 30, December 31,
1997 to 1996 to
March 30, March 31,
1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)............................................................................ $ (304,000) $ (638,000)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation and amortization....................................................... 3,134,000 2,277,000
Loss on disposal of fixed assets.................................................... 41,000 23,000
Changes in:
Accounts receivable.............................................................. 61,000 168,000
Inventories...................................................................... 233,000 222,000
Prepaid expenses................................................................. 399,000 (322,000)
Accounts payable, accrued expenses and other long-term liabilities............... 3,585,000 (1,387,000)
----------- -----------
Net cash flows from operating activities...................................... 7,149,000 343,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of restaurant franchise agreements, equipment and goodwill................. (1,946,000)
Cash paid for franchise agreements.................................................. (106,000) (41,000)
Cash paid for property and equipment................................................ (2,391,000) (2,014,000)
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Net cash flows from investing activities...................................... (4,443,000) (2,055,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances under line of credit....................................................... 1,500,000
Payments on long-term debt.......................................................... (110,000) (127,000)
Payments on capital leases.......................................................... (44,000) (21,000)
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Net cash flows from financing activities...................................... 1,346,000 (148,000)
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NET CHANGE IN CASH AND CASH EQUIVALENTS............................................... 4,052,000 (1,860,000)
CASH AND CASH EQUIVALENTS--Beginning of quarter....................................... 7,532,000 5,259,000
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CASH AND CASH EQUIVALENTS--End of quarter............................................. $11,584,000 $ 3,399,000
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the quarter for interest........................................... $ 1,207,000 $ 215,000
=========== ===========
Cash paid during the quarter for income taxes....................................... $ 29,000 $ 91,000
=========== ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Senior preferred stock dividends.................................................... $ 1,131,000 $ 975,000
Amortization of senior preferred stock issuance costs............................... 30,000 30,000
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TOTAL......................................................................... $ 1,161,000 $ 1,005,000
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See notes to consolidated financial statements.
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AMERIKING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation and Summary of Significant Accounting Policies
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all of the adjustments necessary (consisting of
normal and recurring accruals) to present fairly the Company's financial
position as of March 30, 1998 and December 29, 1997, the results of operations
for the quarters ended March 30, 1998 and March 31, 1997 and cash flows for the
quarters ended March 30, 1998 and March 31, 1997. These financial statements
should be read in conjunction with the Company's annual report on Form 10-K for
the fiscal year ended December 29, 1997 filed on March 27, 1998.
The results of operations for the quarters ended March 30, 1998 and March
31, 1997 are not necessarily indicative of the results to be expected for the
full fiscal year.
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.
Net Loss Per Common Share--In calculating earnings per share, earnings
available to common stockholders is the same for both the basic and diluted
calculations. Diluted earnings per share was the same as basic earnings per
share during the quarters ended March 30, 1998 and March 31, 1997 due to the
antidilutive effect of the stock options and warrants in the respective
quarters.
Reclassifications--Certain information in the consolidated financial
statements for the quarter ended March 31, 1997 have been reclassified to
conform to the current reporting format.
New Accounting Standards--In June 1997, the Financial Accounting Standard
Board issued Statement of Financial Accounting Standards No. 130 "Reporting
Comprehensive Income" ("SFAS 130"). SFAS 130 establishes standards for reporting
and display of comprehensive income and its components. The Company's
comprehensive income differs from net income by the amount of the amortization
of senior preferred stock issuance costs which were $30,000 for each of the
quarters ended March 30, 1998 and March 31, 1997.
In April 1998, the Accounting Standards and Executive Committee of the American
Institute of Certified Public Accountants ("AICPA") issued Statement of Position
No. 98-5 "Reporting on Cost of Start-up Activities" which requires companies to
immediately write-off start-up costs. It is effective for fiscal years beginning
after December 15, 1998. The Company previously reflected the pre-opening costs
over a 12 month period beginning in the month the restaurant opened. The Company
has now elected early adoption of SOP 98-5 which resulted in a charge to expense
of $328,000 for pre-opening costs for the quarter ended March 30, 1998, which
includes the cumulative effect of the prior periods.
2. Acquisitions
On February 12, 1998, the Company successfully completed the acquisition of
2 restaurants in the Chicago metropolitan area from a franchisee for an
aggregate purchase price of approximately $1.6 million excluding transaction
fees and acquisition related expenditures. This acquisition has been accounted
for under the purchase method of accounting and, accordingly, the operating
results of the acquired franchisee have been included in the consolidated
statement of operations since the date of acquisition.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
The Company operates Burger King restaurants through its wholly owned
subsidiaries, each of which is a party to BKC franchise agreements. BKC
franchise agreements require 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. Most franchise agreements
provide for a term of 20 years, and, at the option of the franchisee and BKC, a
renewal franchise agreement may be granted by BKC upon payment of the then
current franchise fee provided that the restaurant meets BKC's operating
standards applicable at that time and the franchisee is not in default under the
relevant franchise agreement. In addition, the Company has reached a separate
agreement with BKC in which the Company has committed to spend 1% of gross sales
on local advertising to supplement BKC's national advertising activities.
As the Company acquires additional Burger King restaurants, it capitalizes
the value of franchise agreements based on the number of years remaining under
the terms of the agreement and the franchise fee in effect at the time of
acquisition. Excess cost over fair value of the other net assets acquired is
capitalized as goodwill and amortized to expense over a 35-year period for
financial reporting purposes. 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 ten), as well as sales of promotional products
at the Company's restaurants. Historically, merchandise sales have contributed
no more than 3.0% to restaurant sales. Promotional products, which account for
the majority of merchandise sales, are generally sold at or near the Company's
cost.
EBITDA represents operating income plus depreciation and amortization and
other operating expenses. While EBITDA should not be construed as a substitute
for operating income or a better indicator of liquidity than cash flow from
operating activities, which are determined in accordance with generally accepted
accounting principles, EBITDA is included to provide additional information with
respect to the ability of the Company to meet its future debt service, capital
expenditure and working capital requirements. In addition, management believes
that certain investors find EBITDA to be a useful tool for measuring the ability
of the Company to service its debt. EBITDA is not necessarily a measure of the
Company's ability to fund its cash needs. See the Consolidated Statements of
Cash Flows of the Company and the related notes to the Consolidated Financial
Statements included herein.
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 interim period in the prior year are compared to that
for the comparable interim period in the indicated year.
Quarter ended March 30, 1998 Compared to Quarter ended March 31, 1997
Restaurant Sales. Total sales increased $21.7 million or 44.0% during the
quarter ended March 30, 1998, to $71.1 million, from $49.4 million during the
quarter ended March 31, 1997, due primarily to the inclusion of the 2 and 63
restaurants purchased in 1998 and 1997, respectively. In addition, the Company
developed 3 and 9 restaurants, sold 0 and 10 restaurants, and closed 2 and 4
restaurants in 1998 and 1997, respectively. Newly acquired restaurants accounted
for $19.3 million of the total increase in restaurant sales, while new
restaurant development accounted for $2.7 million of the increase in sales.
Total sales were reduced by $3.3 million during the quarter due to the
restaurants that were sold/closed in 1997. Sales at the comparable restaurants,
including only those restaurants owned by the Company at March 30, 1998,
increased $3.0 million or 5.1% for the quarter ended March 30, 1998.
<PAGE>
Restaurant Operating Expenses. Total restaurant operating expenses
increased $18.7 million, or 41.5% during the quarter ended March 30, 1998, to
$63.7 million from $45.0 million in the quarter ended March 31, 1997. As a
percentage of sales, restaurant operating expenses decreased 1.6%, to 89.5% from
91.1% during the quarter ended March 30, 1998 and March 31, 1997, respectively.
Cost of food sales increased $6.1 million and decreased 0.5% as a
percentage of sales to 29.1% from 29.6% during the quarter ended March 30, 1998.
The percentage decrease in cost of food sales was due to a menu price increase
in the fourth quarter of 1997 along with higher margin promotional activity
which was partially offset by the increase in food costs due to the introduction
of a new french fry in December 1997.
Cost of non-food sales increased $0.8 million, and increased 0.4% as a
percentage of sales to 2.7% in the quarter ended March 30, 1998 from 2.3% during
the quarter ended March 31, 1997. The percentage increase in cost of non-food
sales is due to an increase in the number of convenience stores the Company
operated during the first quarter of 1998.
Restaurant labor and related expenses increased $5.6 million during the
quarter ended March 30, 1998, and decreased 0.1% as a percentage of restaurant
sales to 26.1% from 26.2% in quarter ended March 31, 1997. The percentage
decrease in restaurant labor and related expenses was primarily due to lower
salary expense against a higher same-store sales base which was partially offset
by an increase in the federal minimum wage in September 1997.
Depreciation and amortization increased $0.8 million during the quarter
ended March 30, 1998, to $2.8 million from $2.0 million in the quarter ended
March 31, 1997. As a percentage of sales, depreciation and amortization expense
decreased 0.1% to 3.9% in the quarter ended March 30, 1998 from 4.0% in the
quarter ended March 31, 1997. The increase was due primarily to the increase in
goodwill amortization resulting from the purchase method of accounting for the
newly acquired restaurants.
Occupancy expense increased $1.9 million, and decreased 0.7% as a
percentage of sales to 10.5% during the quarter ended March 30, 1998 from 11.2%
in the quarter ended March 31, 1997. The increase in occupancy expense is due to
the inclusion of newly acquired and developed restaurants which was partially
offset by the savings associated with the restaurants that the Company sold or
closed.
Other restaurant operating expenses including advertising and royalties
increased $3.5 million during the quarter ended March 30, 1998 and decreased
0.6% as a percentage of sales to 17.2% in the quarter ended March 30, 1998 from
17.8% in the quarter ended March 31, 1997. This percentage decrease is primarily
due to the decrease in utilities expense due to the mild winter experienced
throughout the midwest.
General and Administrative Expenses. General and administrative expenses
increased $1.0 million during the quarter ended March 30, 1998 and increased
0.3% as a percent of sales to 4.3% during the quarter ended March 30, 1998 from
4.0% during the quarter ended March 31, 1997. The increase in general and
administrative expenses is due to staff increases and related costs associated
with the newly acquired and developed restaurants.
EBITDA. As defined in Item 2, EBITDA increased $2.8 million or 63.6% to
$7.2 million for the quarter ended March 30, 1998 from $4.4 million for the
quarter ended March 31, 1997. As a percentage of restaurant sales, EBITDA
increased 1.1%, to 10.1% for the quarter ended March 30, 1998 from 9.0% for the
quarter ended March 31, 1997.
Operating Income. Operating income increased $1.9 million or 88.7% to $4.1
million during the quarter ended March 30, 1998 from $2.2 million in the quarter
ended March 31, 1997. As a percentage of sales, operating income increased 1.3%,
to 5.7% from 4.4% during the quarter ended March 30, 1998 and March 31, 1997,
respectively. This percentage increase is primarily a result of the decrease in
restaurant operating expenses.
<PAGE>
Liquidity and Capital Resources
Net cash flows from operating activities increased $6.8 million during the
quarter ended March 30, 1998, to $7.1 million, from $0.3 million during the
quarter ended March 31, 1997. The increase is primarily due to an increase in
accounts payable, accrued expenses and other long-term liabilities associated
with newly acquired restaurants.
Capital spending for the quarter ended March 30, 1998 was $4.4 million of
which $2.0 million included transaction fees and related expenditures for the
acquisition of 2 restaurants in Illinois. In addition, the Company developed 3
new restaurants in the quarter ended March 30, 1998.
During the quarter ended March 30, 1998, borrowings of $1.5 million were
incurred on the revolving credit facility to fund the acquisition of 2
restaurants in Illinois.
The Company has budgeted approximately $400,000 for the development of each
of its new restaurants. The Company anticipates it will spend approximately an
additional $3.0 to $5.0 million annually for other capital expenditures. The
Company has committed to BKC that for the foreseeable future (i) it will make
capital expenditures on its existing restaurants equal to 1% of its gross sales
and (ii) it will spend an amount equal to 1% of its gross sales on local
advertising. 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.
The Company is structured as a holding company with no independent
operations, as the Company's operations are conducted exclusively through its
wholly owned subsidiaries. The Company's only significant assets are the capital
stock of its subsidiaries. As a holding company, the Company's cash flow, its
ability to meet its debt service requirements and its ability to pay cash
dividends on the Senior Preferred Stock are dependent upon the earnings of its
subsidiaries and their ability to declare dividends or make other intercompany
transfers to the Company. Under the terms of the indenture pursuant to which the
Senior Notes were offered (the ''Indenture''), the Company's subsidiaries may
incur certain indebtedness pursuant to agreements that may restrict the ability
of such subsidiaries to make such dividends or other intercompany transfers
necessary to service the Company's obligations, including its obligations under
the Senior Notes, the Senior Preferred Stock and any 13% Subordinated Exchange
Debentures due 2008 (the ''Exchange Debentures'') the Company may exchange
pursuant to the Indenture. The Indenture restricts, among other things, the
Company's and its Restricted Subsidiaries' (as defined in the Indenture) ability
to pay dividends or make certain other restricted payments, including the
payment of cash dividends on or the redemption of the Senior Preferred Stock, to
incur additional indebtedness, to encumber or sell assets, to enter into
transactions with affiliates, to enter into certain guarantees of indebtedness,
to make restricted investments, to merge or consolidate with any other entity
and to transfer or lease all or substantially all of their assets. In addition,
(i) the Company's Amended and Restated Credit Agreement (as defined) with the
BankBoston, N.A. and other lenders thereto contains other and more restrictive
covenants and prohibits the Company's subsidiaries from declaring dividends or
making other intercompany transfers to the Company in certain circumstances and
(ii) agreements reached with BKC contain restrictions with respect to dividend
payments and intercompany loans.
The Company believes that available cash on hand together with its
available credit of $17.9 million under its Amended and Restated Credit
Agreement, will be sufficient to cover its working capital, capital
expenditures, planned development and debt service requirements for the
remainder of fiscal 1998 and fiscal 1999. The Company expects that additional
financing will be required in connection with any significant acquisitions in
the future.
<PAGE>
PART II
Item 6. Exhibits, Financial Statement Schedules
Exhibits
The following exhibits are filed as part of this report.
11 STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
12 STATEMENT RE: COMPUTATION OF RATIOS
27 FINANCIAL DATA SCHEDULE
A list of exhibits included as part of this Form 10-Q or incorporated by
reference is set forth in the Index to Exhibits. Included in the Index to
Exhibits are the following exhibits which constitute management contracts or
compensatory plans or arrangements.
1. TJC Consulting Agreement
2. Jaro Employment Agreement
3. Osborn Employment Agreement
4. Hubert Employment Agreement
5. Aaseby Employment Agreement
6. Vasatka Employment Agreement
7. New Osborn Employment Agreement
8. Hothorn Employment Agreement
Reports on Form 8-K
The Company did not file any reports on Form 8-K in the quarter ended March
30, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Westchester, State of
Illinois.
Ameriking, Inc.
- ------------------------- ---------------------------------
Date Lawrence E. Jaro
Managing Owner, Chairman and
Chief Executive Officer
- ------------------------- ----------------------------------
Date Joel Aaseby
Chief Financial Officer and Corporate
Secretary (Principal Financial and Accounting
Officer)
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Descriprtion Page
- -------- ------------ --------
1.1 FORM OF UNDERWRITING AGREEMENT FOR NOTES OFFERING............. *
1.2 FORM OF UNDERWRITING AGREEMENT FOR UNITS OFFERING............. *
2.1++ PURCHASE AND SALE AGREEMENT DATED SEPTEMBER 1, 1994, BETWEEN
BURGER KING CORPORATION ("BKC") AND NATIONAL RESTAURANT
ENTERPRISES, INC. ("ENTERPRISES") (Filed as exhibit 2.1 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................. *
2.2++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN
JARO ENTERPRISES, INC. AND AMERIKING, INC. (FORMERLY KNOWN AS
NRE HOLDINGS, INC.) ("AMERIKING") (Filed as exhibit 2.2 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................. *
2.3++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN
JARO RESTAURANTS, INC. AND AMERIKING (Filed as exhibit 2.3 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................. *
2.4++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN
TABOR RESTAURANTS ASSOCIATES, INC. AND AMERIKING (Filed as
exhibit 2.4 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)......... *
2.5++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER, 1, 1994, BETWEEN
JB RESTAURANTS, INC. AND AMERIKING (Filed as exhibit 2.5 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................. *
2.6++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN
CASTLEKING, INC. AND AMERIKING (Filed as exhibit 2.6 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................. *
2.7++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN
OSBURGER, INC. AND AMERIKING (Filed as exhibit 2.7 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................. *
2.8++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN
WHITE-OSBORN RESTAURANTS, INC. AND AMERIKING (Filed as exhibit
2.8 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................. *
2.9++ PURCHASE AND SALE AGREEMENT, DATED NOVEMBER 30, 1994, BY AND
AMONG SHELDON T. FRIEDMAN, BNB LAND VENTURE, INC. AND
ENTERPRISES (Filed as exhibit 2.9 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference) *
2.10++ ASSET PURCHASE AGREEMENT, DATED JULY 5, 1995, BY AND AMONG DMW,
INC., DANIEL L. WHITE AND AMERIKING COLORADO CORPORATION I
(Filed as exhibit 2.10 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)......... *
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 (Filed as exhibit 2.11 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................. *
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- -------- ----------- --------
<S> <C> <C>
2.12++ PURCHASE AGREEMENT, DATED NOVEMBER 21, 1995, BY AND AMONG QSC,
INC., THE SHAREHOLDERS OF QSC, INC. AND AMERIKING TENNESSEE
CORPORATION I (Filed as exhibit 2.12 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)....................................... *
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 (Filed as exhibit 2.13 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference).............................. *
2.14++ PURCHASE AND SALE AGREEMENT, DATED NOVEMBER 30, 1995, BY AND
AMONG C&N DINING, INC. AND AFFILIATES AND AMERIKING VIRGINIA
CORPORATION I (Filed as exhibit 2.14 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)................................................. *
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 (Filed as exhibit 2.15 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)........................................ *
2.16++ ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN THIRTY-FORTY, INC. AND AMERIKING
CINCINNATI CORPORATION I (Filed as exhibit 2.16 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)........................................ *
2.17++ ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN HOUSTON, INC. AND AMERIKING
CINCINNATI CORPORATION I (Filed as exhibit 2.17 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)........................................ *
2.18++ ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN FIFTH & RACE, INC. AND AMERIKING
CINCINNATI CORPORATION I (Filed as exhibit 2.18 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference......................................... *
2.19 ASSET PURCHASE AGREEMENT among F&P ENTERPRISES, INC., THE SHAREHOLDERS OF F&P ENTERPRISES,
INC. and NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.19 to AmeriKing's Form
10-Q for the quarter ended March 31, 1997 and incorporated herein by reference............... *
2.20 AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT among F&P ENTERPRISES, INC., THE SHAREHOLDERS
OF F&P ENTERPRISES, INC. and NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.20 to
AmeriKing's Form 10-Q for the quarter ended March 31, 1997 and incorporated herein by reference *
2.21 ASSET PURCHASE AGREEMENT among NORTH FOODS, INC., THE SHAREHOLDERS OF NORTH FOODS, INC. and
NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.21 to AmeriKing's Form 10-Q for
the quarter ended March 31, 1997 and incorporated herein by reference........................ *
2.22 ASSET PURCHASE AGREEMENT among NORTH FOODS, INC., THE SHAREHOLDERS OF NORTH FOODS, INC. and
NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.22 to AmeriKing's Form 10-Q for
the quarter ended March 31, 1997 and incorporated herein by reference........................ *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- --------
<S> <C> <C>
2.23 AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT dated June 16, 1997
Among F&P ENTERPRISES, INC., THE SHAREHOLDERS OF F&P ENTERPRISES, INC.
AND NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.23 to
AmeriKing's Current Report on Form 8-K filed on July 14, 1997 and
incorporated herein by reference)................................................. *
2.24 AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT dated June 16, 1997
among F&P ENTERPRISES, INC., THE SHAREHOLDERS OF F&P ENTERPRISES, INC.
AND NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.24 to
AmeriKing's Current Report on Form 8-K filed on July 14, 1997 and
incorporated herein by reference)................................................. *
2.25 AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT dated June 16, 1997
among NORTH FOODS, INC., THE SHAREHOLDERS OF NORTH FOODS, INC. AND
NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.25 to AmeriKing's
Current Report on Form 8-K filed on July 14, 1997 and incorporated herein
by reference)..................................................................... *
2.26 AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT dated June 16, 1997
among NORTH FOODS, INC., THE SHAREHOLDERS OF NORTH FOODS, INC. AND
NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.26 to AmeriKing's
Current Report on Form 8-K filed on July 14, 1997 and incorporated herein
by reference)..................................................................... *
2.27 REAL ESTATE PURCHASE AGREEMENT dated March 7, 1997 among T&B LEASING, THOMAS
FICKLING AND WILLIAM PRENTICE (the "PARTNERS"), AND CASTLE PROPERTIES, LLC.
(Filed as exhibit 2.27 to AmeriKing's Current Report on Form 8-K filed
on July 14, 1997 and incorporated herein by reference)............................ *
2.28 AMENDMENT NO. 1 TO THE REAL ESTATE PURCHASE AGREEMENT dated April 8,
1997 among T&B LEASING, THOMAS FICKLING AND WILLIAM PRENTICE (the
"PARTNERS") AND CASTLE PROPERTIES, LLC. (Filed as exhibit 2.28 to AmeriKing's
Current Report on Form 8-K filed on July 14, 1997 and incorporated herein
by reference)..................................................................... *
2.29 AMENDMENT NO. 2 TO THE REAL ESTATE PURCHASE AGREEMENT dated June 16,
1997 among T&B LEASING, THOMAS FICKLING AND WILLIAM PRENTICE (the
"PARTNERS"),CASTLE PROPERTIES, LLC AND NATIONAL RESTAURANT
ENTERPRISES, INC. (Filed as exhibit 2.29 to AmeriKing's Current Report on
Form 8-K filed on July 14, 1997 and incorporated herein by reference)............. *
2.30 AMENDMENT NO. 3 TO THE REAL ESTATE PURCHASE AGREEMENT dated June 16,
1997 among T&B LEASING, THOMAS FICKLING AND WILLIAM PRENTICE,
INVESTORS TITLE EXCHANGE CORPORATION, AND NATIONAL RESTAURANT
ENTERPRISES, INC. (Filed as exhibit 2.30 to AmeriKing's Current Report on
Form 8-K filed on July 14, 1997 and incorporated herein by reference)............. *
2.31 REAL ESTATE PURCHASE AGREEMENT dated March 7, 1997 among W&W INVESTMENTS
LIMITED PARTNERSHIP, THOMAS FICKLING AND WILLIAM PRENTICE (the "GENERAL PARTNERS"),
AND CASTLE PROPERTIES, LLC. (Filed as exhibit 2.31 to AmeriKing's Current Report on
Form 8-K filed on July 14, 1997 and incorporated herein by reference)............. *
2.32 AMENDMENT NO. 1 TO THE REAL ESTATE PURCHASE AGREEMENT dated April 8,
1997 among W&W INVESTMENTS LIMITED PARTNERSHIP, THOMAS FICKLING
AND WILLIAM PRENTICE (the "PARTNERS") AND CASTLE PROPERTIES, LLC.
(Filed as exhibit 2.32 to AmeriKing's Current Report on Form 8-K filed on
July 14, 1997 and incorporated herein by reference)............................... *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<C> <S> <C>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
2.33 AMENDMENT NO. 2 TO THE REAL ESTATE PURCHASE AGREEMENT dated June 16, 1997 among W&W
INVESTMENT LIMITED PARTNERSHIP, THOMAS FICKLING AND WILLIAM PRENTICE (the "GENERAL
PARTNERS"), CASTLE PROPERTIES, LLC AND NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as
exhibit 2.33 to AmeriKing's Current Report on Form 8-K filed on July 14, 1997 and
incorporated herein by reference).................................................................. *
2.34 STOCK PURCHASE AGREEMENT DATED JULY 22, 1997 among THE SHAREHOLDERS OF B&J RESTAURANTS, INC., and
NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.34 to AmeriKing's Form 10-Q for the
quarter ended June 30, 1997)....................................................................... *
3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMERIKING (Filed as exhibit 3.1 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference)........... *
3.2 AMENDED AND RESTATED BYLAWS OF AMERIKING (Filed as exhibit 3.2 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference)................................... *
4.1 STOCKHOLDERS AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND AMONG AMERIKING AND THE STOCKHOLDERS
APPEARING ON THE SIGNATURE PAGES THERETO (Filed as exhibit 4.1 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference).................................... *
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 (Filed as exhibit
4.2 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference)......................................................................................... *
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 (Filed as exhibit
4.3 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein
by reference)...................................................................................... *
4.4 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG AMERIKING AND THE STOCKHOLDERS
APPEARING ON THE SIGNATURE PAGES THERETO (Filed as exhibit 4.4 to AmeriKing's Form 10-K
for the year ended December 30, 1996 and incorporated herein by reference)......................... *
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 (Filed as exhibit 4.5 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference)........... *
4.6 STOCK OPTION AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN AMERIKING AND SCOTT VASATKA (Filed as
exhibit 4.6 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference)......................................................................................... *
4.7 STOCK OPTION AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN AMERIKING AND DONALD STAHURSKI (Filed
as exhibit 4.7 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference)......................................................................................... *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- -------------
<C> <S> <C>
4.8 WARRANT AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN AMERIKING AND THE FIRST
NATIONAL BANK OF BOSTON (Filed as exhibit 4.8 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference).......................... *
4.9 COMMON STOCK PURCHASE WARRANT, DATED SEPTEMBER 1, 1994, BETWEEN AMERIKING AND
BANCBOSTON INVESTMENTS INC. (Filed as exhibit 4.9 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference).......................... *
4.10 FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT, DATED NOVEMBER 30, 1994 (Filed
as exhibit 4.10 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................ *
4.11 SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT, DATED FEBRUARY 7, 1996 (Filed as
exhibit 4.11 to AmeriKing's Registration Statement (No. 333-04261) and incorporated
herein by reference)..................................................................... *
4.12 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM AMERIKING TO MCIT PLC IN
THE AGGREGATE PRINCIPAL AMOUNT OF$11,000,000 (Filed as exhibit 4.12 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)............. *
4.13 AMENDED AND RESTATED DEFERRED LIMITED INTEREST GUARANTY, DATED FEBRUARY 7, 1996, FROM
ENTERPRISES TO MCIT PLC (Filed as exhibit 4.13 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference).................................... *
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 (Filed as exhibit 4.14 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference)............................................................................... *
4.15 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM AMERIKING TO JARO RESTAURANTS,
INC. IN THE AGGREGATE PRINCIPAL AMOUNT OF $112,000 (Filed as exhibit 4.15 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference)............................................................................... *
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 (Filed as exhibit 4.16 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference)............................................................................... *
4.17 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM AMERIKING TO CASTLEKING, INC.
IN THE AGGREGATE PRINCIPAL AMOUNT OF $385,769 (Filed as exhibit 4.17 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)............. *
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 (Filed as exhibit 4.18
to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference)............................................................................... *
4.19 SECURITIES PURCHASE AGREEMENT, DATED NOVEMBER 30, 1994, BETWEEN AMERIKING AND BANCBOSTON
INVESTMENTS, INC. (Filed as exhibit 4.19 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)......................................... *
4.20 COMMON STOCK PURCHASE WARRANT, DATED NOVEMBER 30, 1994, BETWEEN AMERIKING AND BANCBOSTON
INVESTMENTS, INC. (Filed as exhibit 4.20 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)......................................... *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- -------------
<C> <S> <C>
4.21 JUNIOR SUBORDINATED NOTE, DATED NOVEMBER 30, 1994, FROM AMERIKING TO BANCBOSTON
INVESTMENTS, INC. IN THE AGGREGATE PRINCIPAL AMOUNT OF $600,000 (Filed as
exhibit 4.21 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................ *
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 (Filed as
exhibit 4.22 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................ *
4.23 AMENDMENT TO SECURED PROMISSORY NOTE, DATED MAY 21, 1996, FROM AMERIKING TENNESSEE
CORPORATION I TO BKC IN THE AGGREGATE PRINCIPAL AMOUNT OF $6,093,067 (Filed as
exhibit 4.23 to AmeriKing's Registration Statement (No. 333-04261) and incorporated
herein by reference)..................................................................... *
4.24 GUARANTY, DATED NOVEMBER 21, 1995, FROM LAWRENCE JARO AND WILLIAM OSBORN TO BKC
(Filed as exhibit 4.24 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................ *
4.25 RATIFICATION OF GUARANTY, MAY 21, 1996, FROM LAWRENCE JARO AND WILLIAM OSBORN TO BKC
(Filed as exhibit 4.25 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................ *
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 (Filed as exhibit 4.26 to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference).................................................... *
4.27 AMENDMENT TO PROMISSORY NOTE, DATED DECEMBER 14, 1995, FROM AMERIKING COLORADO
CORPORATION I TO FRANCHISE ACCEPTANCE CORPORATION LIMITED (Filed as exhibit 4.27 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference)............................................................................... *
4.28 COMMON STOCK PURCHASE WARRANT, DATED FEBRUARY 7, 1996, FROM AMERIKING TO PMI MEZZANINE
FUND, L.P. (Filed as exhibit 4.28 to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference).................................................... *
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. (Filed as exhibit 4.29 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference)............................................................................... *
4.30 SUBORDINATED GUARANTY, DATED FEBRUARY 7, 1996, FROM AMERIKING VIRGINIA CORPORATION I
AND AMERIKING CINCINNATI CORPORATION I TO PMI MEZZANINE FUND, L.P. (Filed as exhibit
4.30 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference)............................................................................... *
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 (Filed
as exhibit 4.31 to AmeriKing's Registration Statement (No. 333-04261) and incorporated
herein by reference)..................................................................... *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
<C> <S> <C>
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 (Filed as exhibit 4.32 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)........................ *
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 (Filed as exhibit 4.33 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference)..................................... *
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 (Filed as exhibit 4.34 to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)............................................................... *
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 (Filed as exhibit 4.35 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference)............ *
4.36 UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE, DATED FEBRUARY 7, 1996, FROM ENTERPRISES TO
FFCA ACQUISITION CORPORATION (Filed as exhibit 4.36 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)............................................... *
4.37 FORM OF AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT FROM AMERIKING TO PMI MEZZANINE
FUND, L.P........................................................................................... *
4.38 INDENTURE BETWEEN AMERIKING AND TRUSTEE WITH RESPECT TO SENIOR NOTES (Filed as exhibit 4.38 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference)............ *
4.39 FORM OF SENIOR NOTES (ATTACHED TO EXHIBIT 4.38)..................................................... *
4.40 INDENTURE BETWEEN AMERIKING AND TRUSTEE WITH RESPECT TO EXCHANGE DEBENTURES (Filed as exhibit
4.40 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
4.41 INTENTIONALLY OMITTED............................................................................... *
4.42 FORM OF EXCHANGE DEBENTURES (ATTACHED TO EXHIBIT 4.40).............................................. *
4.43 PROMISSORY NOTE, DATED JULY 18, 1996, FROM AMERIKING TENNESSEE CORPORATION I TO FRANCHISE
ACCEPTANCE CORPORATION LIMITED IN THE AGGREGATE PRINCIPAL AMOUNT OF $6,100,000 (Filed as
exhibit 4.43 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein
by reference)....................................................................................... *
4.44 CERTIFICATE OF DESIGNATION RELATING TO THE SENIOR PREFERRED STOCK (Filed as exhibit 4.44 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference)............ *
4.45 PROMISSORY NOTE, DATED JULY 18, 1996, FROM AMERIKING TENNESSEE CORPORATION I TO FRANCHISE
ACCEPTANCE CORPORATION LIMITED IN THE AGGREGATE PRINCIPAL AMOUNT OF $900,000 (Filed as exhibit
4.45 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
<S> <C> <C>
4.46 AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT BY AND AMONG AMERIKING, SCOTT
VASATKA AND DONALD STAHURSKI (Filed as exhibit 4.46 to AmeriKing's Form 10-K
for the year ended December 30, 1996 and incorporated herein by reference) .... *
4.47 AMENDMENT NO.1 TO MANAGEMENT SUBSCRIPTION AGREEMENT (Filed as exhibit 4.47 to
AmeriKing's Form 10-K for the year ended December 30, 1996 and incorporated
herein by reference) .......................................................... *
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. (Filed as exhibit 9.1 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference) .. *
9.2 OSBORN PROXY AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND AMONG WILLIAM OSBORN,
CASTLEKING, INC., OSBURGER, INC. AND WHITE-OSBORN, INC. (Filed as exhibit 9.2
to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein
by reference) ................................................................. *
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 (Filed as exhibit 10.1 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference) .. *
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 (Filed as
exhibit 10.2 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference) ............................................. *
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 (Filed as exhibit 10.3 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference) ......................... *
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 (Filed as
exhibit 10.4 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference) ............................................. *
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
(Filed as exhibit 10.5 to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference) ......................................... *
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 (Filed as exhibit 10.6 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference) ......................... *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
<S> <C> <C>
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 (Filed as exhibit 10.7 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference) .. *
10.8 AMENDED AND RESTATED PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN
AMERIKING AND MCIT PLC (Filed as exhibit 10.8 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference) ............... *
10.9 PLEDGE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN AMERIKING AND MCIT PLC
(Filed as exhibit 10.9 to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference) ......................................... *
10.10 SUBORDINATION AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND AMONG BKC, MCIT PLC
AND AMERIKING (Filed as exhibit 10.10 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference) ......................... *
10.11 AMENDMENT AND CONSENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, DATED FEBRUARY
7, 1996, BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS, INC. (Filed as exhibit
10.11 to AmeriKing's Registration Statement (No. 333-04261) and incorporated
herein by reference) .......................................................... *
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 (Filed as exhibit 10.12 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference) ......................... *
10.13 STOCK PLEDGE AGREEMENT, DATED NOVEMBER 21, 1995, BETWEEN ENTERPRISES AND BKC
(Filed as exhibit 10.13 to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference) ......................................... *
10.14 RATIFICATION OF STOCK PLEDGE AGREEMENT, DATED MAY 21, 1996, BETWEEN
ENTERPRISES AND BKC (Filed as exhibit 10.14 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference) ............... *
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 (Filed as
exhibit 10.15 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference) ............................................. *
10.16 NOTE PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG AMERIKING,
ENTERPRISES AND PMI MEZZANINE FUND, L.P. (Filed as exhibit 10.16 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference) .................................................................... *
10.17 FORM OF AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT, BY AND AMONG AMERIKING,
ENTERPRISES AND PMI MEZZANINE FUND, L.P. ...................................... *
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 (Filed as
exhibit 10.18 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference) ............................................. *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ----
<C> <S> <C>
10.19 SALE-LEASEBACK AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG AMERIKING VIRGINIA
CORPORATION I, AMERIKING TENNESSEE CORPORATION I AND FFCA ACQUISITION CORPORATION
(Filed as exhibit 10.19 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................................................ *
10.20 LEASE, DATED FEBRUARY 7, 1996, BY AND AMONG AMERIKING VIRGINIA CORPORATION I, AMERIKING
TENNESSEE CORPORATION I AND FFCA ACQUISITION CORPORATION (Filed as exhibit 10.20 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference)..... *
10.21 FORM OF FRANCHISE AGREEMENT BETWEEN BKC AND FRANCHISEE (Filed as exhibit 10.21 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference)..... *
10.22 SCHEDULE OF AMERIKING FRANCHISE AGREEMENTS (Filed as exhibit 10.22 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................. *
10.23 FORM OF LEASE AGREEMENT BETWEEN BKC AND LESSEE (Filed as exhibit 10.23 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................. *
10.24 SCHEDULE OF AMERIKING LEASE AGREEMENTS (Filed as exhibit 10.24 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference).............................. *
10.25 FORM OF GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGEMENT OF BKC FRANCHISE AGREEMENT
(Filed as exhibit 10.25 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................................................ *
10.26 FORM OF GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGMENT OF BKC LEASE AGREEMENT (Filed as
exhibit 10.26 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein
by reference)................................................................................ *
10.27 CAPITAL EXPENDITURE AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND AMONG AMERIKING, ENTERPRISES
AND BKC (Filed as exhibit 10.27 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................................................ *
10.28 CAPITAL EXPENDITURE AGREEMENT, DATED NOVEMBER 21, 1995, BY AND AMONG ENTERPRISES, AMERIKING
TENNESSEE CORPORATION I AND BKC (Filed as exhibit 10.28 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference).............................. *
10.29 LETTER AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN ENTERPRISES AND BKC (Filed as exhibit
10.29 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference)................................................................................... *
10.30 NAPARLO DEVELOPMENT AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN AMERIKING VIRGINIA
CORPORATION I AND JOSEPH J. NAPARLO (Filed as exhibit 10.30 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference).............................. *
10.31 MANAGEMENT CONSULTING AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND AMONG TJC MANAGEMENT
CORPORATION, AMERIKING AND ENTERPRISES (Filed as exhibit 10.31 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference).............................. *
10.32 INTENTIONALLY OMITTED........................................................................ *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ----
<C> <S> <C>
10.33 INTERCOMPANY MANAGEMENT CONSULTING AGREEMENT, DATED SEPTEMBER 1, 1994 BETWEEN ENTERPRISES
AND AMERIKING (Filed as exhibit 10.33 to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)........................................................... *
10.34 AMENDED AND RESTATED TAX SHARING AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN ENTERPRISES AND
AMERIKING (Filed as exhibit 10.34 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................................................... *
10.35 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN LAWRENCE JARO AND
ENTERPRISES (Filed as exhibit 10.35 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................................................... *
10.36 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN WILLIAM OSBORN AND
ENTERPRISES (Filed as exhibit 10.36 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................................................... *
10.37 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN GARY HUBERT AND
ENTERPRISES (Filed as exhibit 10.37 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................................................... *
10.38 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN JOEL AASEBY AND
ENTERPRISES (Filed as exhibit 10.38 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................................................... *
10.39 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN SCOTT VASATKA AND
ENTERPRISES (Filed as exhibit 10.39 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)............................................................... *
10.40 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED MAY 1, 1997, BETWEEN AUGUSTUS F. HOTHORN AND
NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 10.40 to AmeriKing's Form 10-Q for the
three quarters ended September 29, 1997 and incorporated herein by reference)................... *
10.41 FORM OF INDEMNIFICATION AGREEMENT BY AND AMONG AMERIKING AND EACH OF THE SIGNATORIES TO THIS
REGISTRATION STATEMENT (Filed as exhibit 10.41 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)........................................... *
10.42 INTENTIONALLY OMITTED...........................................................................
10.43 INTENTIONALLY OMITTED...........................................................................
10.44 LEASE AGREEMENT FOR WESTCHESTER, ILLINOIS HEADQUARTERS (Filed as exhibit 10.44 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference)........ *
10.45 LOAN AND SECURITY AGREEMENT, DATED NOVEMBER 29, 1995, BETWEEN AMERIKING COLORADO CORPORATION I
AND FRANCHISE ACCEPTANCE CORPORATION LIMITED (Filed as exhibit 10.45 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference).................... *
10.46 LOAN AND SECURITY AGREEMENT, DATED JULY 21, 1996, BETWEEN AMERIKING TENNESSEE CORPORATION I AND
FRANCHISE ACCEPTANCE CORPORATION LIMITED (Filed as exhibit 10.46 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference)................................. *
10.47 FORM OF INTERCREDITOR AGREEMENT BY AND AMONG BKC, AMERIKING, AND THE TRUSTEE AS REPRESENTATIVE
OF THE HOLDERS OF SENIOR NOTES UNDER THE INDENTURE (ATTACHED TO EXHIBIT 4.38)................... *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ----
<C> <S> <C>
10.48 RESTATED EMPLOYMENT AND NON-INTERFERENCE AGREEMENT BETWEEN WILLIAM OSBORN AND ENTERPRISES
(Filed as exhibit 10.48 to AmeriKing's Form 10-K for the year ended December 30, 1996 and
incorporated herein by reference).............................................................. *
10.49 RECAPITALIZATION AGREEMENT AMONG AMERIKING AND THE STOCKHOLDERS APPEARING ON THE SIGNATURE
PAGES THERETO (Filed as exhibit 10.49 to AmeriKing's Form 10-K for the year ended December 30,
1996 and incorporated herein by reference)..................................................... *
10.50 MEMORANDUM OF UNDERSTANDING BETWEEN BKC AND THE COMPANY (Filed as exhibit 10.50 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................... *
10.51 AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND LOAN AGREEMENT, DATED MAY 14,
1996, BY AND AMONG AMERIKING, ENTERPRISES, THE FIRST NATIONAL BANK OF BOSTON, THE OTHER
LENDING INSTITUTIONS LISTED ON SCHEDULE I THERETO AND THE FIRST NATIONAL BANK OF BOSTON, AS
AGENT (Filed as exhibit 10.51 to AmeriKing's Form 10-K for the year ended December 30, 1996
and incorporated herein by reference).......................................................... *
10.52 ASSIGNMENT AND ACCEPTANCE DATED MAY 14, 1996, BY AND AMONG AMERIKING, ENTERPRISES, THE FIRST
NATIONAL BANK OF BOSTON AND THE OTHER LENDING INSTITUTIONS, LISTED THERETO AND THE FIRST
NATIONAL BANK OF BOSTON, AS AGENT (Filed as exhibit 10.52 to AmeriKing's Form 10-K for the
year ended December 30, 1996 and incorporated herein by reference)............................. *
10.53 FORM OF OPERATING AGREEMENT BY AND AMONG BKC, AMERIKING ENTERPRISES, AMERIKING COLORADO
CORPORATION I, AMERIKING ILLINOIS CORPORATION I, AMERIKING TENNESSEE CORPORATION I, AMERIKING
VIRGINIA CORPORATION I AND AMERIKING CINCINNATI CORPORATION I (Filed as exhibit 10.53 to
AmeriKing's Form 10-K for the year ended December 30, 1996 and incorporated herein by
reference)..................................................................................... *
10.54 THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of June 17, 1997 among NATIONAL
RESTAURANT ENTERPRISES, INC., AMERIKING INC. and BANKBOSTON, N.A............................... *
11++++ STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE................................................
12++++ STATEMENTS RE: COMPUTATION OF RATIOS...........................................................
21 SUBSIDIARIES OF AMERIKING (Filed as exhibit 10.21 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference).......................................... *
23.1 CONSENT OF MAYER, BROWN & PLATT (Filed as exhibit 23.1 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference).......................................... *
23.2 CONSENT OF DELOITTE & TOUCHE (Filed as exhibit 23.2 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference).......................................... *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ----
<C> <S> <C>
24 POWER OF ATTORNEY...........................................................................
25 T-1 FOR EXCHANGE DEBENTURE INDENTURE........................................................ *
26 T-1 FOR SENIOR NOTE INDENTURE............................................................... *
27++++ FINANCIAL DATA SCHEDULE.....................................................................
</TABLE>
*Previously filed.
++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.
++++Superseding exhibit.
<PAGE>
EXHIBIT 11
AMERIKING, INC.
CALCULATION OF EPS
<TABLE>
<CAPTION>
Dec. 30, 1997 to Dec. 31, 1996 to
Mar. 30, 1998 March 31 1997
<S> <C> <C>
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM (304,000) (638,000)
Earnings available to stockholders
Dividends
Preferred Stock (113,000) (113,000)
Senior Preferred Stock (1,131,000) (986,000)
Amortization of issuance costs (30,000) (30,000)
---------------- ----------------
Income (loss) befor extraordinary item available to common stockholders (1,578,000) (1,767,000)
Extraordinary item - loss from early extinguishment of debt (net of taxes) - -
---------------- ----------------
Income (loss) available to common stockholders (1,578,000) (1,767,000)
Weighted average number of common shares 902,992 893,290
Dilutive effect of options and warrants - -
---------------- ----------------
Weighted average number of common shares outstanding - basic 902,992 893,290
Net income (loss) per common share before extraordinary item - basic (1.75) (1.98)
Extraordinary item - basic - -
---------------- ----------------
Net income (loss) per common share - basic (1.75) (1.98)
Net income (loss) per common share before extraordinary item - diluted (1.75) (1.98)
Extraordinary item - diluted - -
---------------- ----------------
Net income (loss) per common share - diluted (1.75) (1.98)
Weighted average number of common shares basic:
Original shares 863,290 863,290
Option shares 9,702 -
Warrant shares - -
Common stock units 30,000 30,000
---------------- ----------------
Total 902,992 893,290
Weighted average number of common shares - diluted
Original shares 863,290 863,290
Option shares 9,702 -
Warrant shares - -
Common stock units 30,000 30,000
---------------- ----------------
Total 902,992 893,290
</TABLE>
<PAGE>
EXHIBIT 12
AMERIKING, INC.
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Dec. 30, 1997 to Dec. 31, 1996 to
March 30, 1998 March 31, 1997
W/O PIK With PIK W/O PIK With PIK
Dividends Dividends Dividends Dividends
<S> <C> <C> <C> <C>
EARNINGS
Income (loss) before income taxes benefit (435) (435) (638) (638)
Interest expense 4,008 4,008 2,945 2,945
Amortization of deffered financing costs 199 199 167 167
Portion of rents representative of interest 1,722 1,722 1,244 1,244
Preferred stock PIK dividends - 113 - 113
--------- --------- --------- ---------
Total earnings 5,494 5,607 3,718 3,831
--------- --------- --------- ---------
FIXED CHARGES
Interest expense 4,008 4,008 2,945 2,945
Amortization of deffered financing costs 199 199 167 167
Portion of rents representative of interest 1,722 1,722 1,244 1,244
Preferred stock PIK dividends - 113 - 113
--------- --------- --------- ---------
Total Fixed Charges 5,929 6,042 4,356 4,469
--------- --------- --------- ---------
RATIO OF EARNINGS TO FIXED CHARGES 0.93 0.93 0.85 0.85
--------- --------- --------- ---------
INSUFFICIENT EARNINGS TO COVER FIXED CHARGES (435) (435) (638) (638)
--------- --------- --------- ---------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the fiscal 1998 Consolidated Financial Statements of Ameriking, Inc. and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-30-1998
<PERIOD-END> MAR-30-1998
<CASH> 11,584
<SECURITIES> 0
<RECEIVABLES> 1,662
<ALLOWANCES> 0
<INVENTORY> 2,237
<CURRENT-ASSETS> 16,706
<PP&E> 53,753
<DEPRECIATION> 3,134
<TOTAL-ASSETS> 277,684,000
<CURRENT-LIABILITIES> 24,331
<BONDS> 164,144
35,546
0
<COMMON> 9
<OTHER-SE> 7,306
<TOTAL-LIABILITY-AND-EQUITY> 217,684,000
<SALES> 71,128
<TOTAL-REVENUES> 71,128
<CGS> 22,569
<TOTAL-COSTS> 63,662
<OTHER-EXPENSES> 4,491
<LOSS-PROVISION> 41
<INTEREST-EXPENSE> 4,008
<INCOME-PRETAX> (435)
<INCOME-TAX> (131)
<INCOME-CONTINUING> (304)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (304)
<EPS-PRIMARY> (1.75)
<EPS-DILUTED> (1.75)
</TABLE>
