AMERIKING INC, 10-Q, 1999-05-07

AMERIKING INC
10-Q, 1999-05-07
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM 10-Q

(Mark
One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 1999

[_] 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 36-3970707
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)

2215 Enterprise Drive, Suite 1502 60154
Westchester, Illinois (Zip code)
(Address of principal executive
offices)

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 May 4, 1999 was 902,992 of common stock, $.01 par value per
Share (the "Common Stock").

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
PART I
Item 1. Financial Statements........................................ 2

Item 2. Management's Duscussion and Analysis of Financial Condition 8
and Results of Operations...................................

Item 3. Quantative and Qualitive Disclosures About Market Risk...... 11

PART II
Item 6. Exhibits, and Reports on Form 8-K........................... 12
</TABLE>
<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 development
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 13, 1999, the Company purchased one restaurant in Virginia for
approximately $0.3 million including transaction fees and acquisition related
expenditures.

On April 29, 1999, the Company purchased 9 restaurants in Illinois for
approximately $4.6 million including transaction fees and acquisition related
expenditures.

1
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Item 1. Financial Statements and Supplementary Data

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS OF AMERIKING, INC. AND
SUBSIDIARY

<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Balance Sheets as of March 29, 1999 and December 28, 1998... 3

Consolidated Statements of Operations for the quarters ended March 29,
1999 and March 30, 1998................................................. 4

Consolidated Statements of Stockholders' Equity (Deficit) for the quarter
ended March 29, 1999 and the fiscal years ended December 28, 1998 and
December 29, 1997....................................................... 5

Consolidated Statements of Cash Flows for the quarters ended March 29,
1999 and March 30, 1998................................................. 6

Notes to Consolidated Financial Statements............................... 7
</TABLE>

2
<PAGE>

AMERIKING, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

March 29, 1999 and December 28, 1998

<TABLE>
<CAPTION>
March 29, December 28,
1999 1998
ASSETS (unaudited)
------ ------------ ------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents......................... $ 12,924,000 $ 10,591,000
Accounts receivable............................... 1,671,000 2,512,000
Inventories....................................... 2,995,000 2,546,000
Prepaid expenses.................................. 423,000 465,000
Current portion of deferred income taxes.......... 123,000 123,000
------------ ------------
Total current assets............................ 18,136,000 16,237,000
Property and equipment.............................. 73,265,000 62,974,000
Goodwill............................................ 171,173,000 145,327,000
Deferred income taxes............................... 1,448,000 1,448,000
Other assets:
Deferred financing costs.......................... 6,284,000 6,597,000
Deferred organization costs....................... -- 2,000
Franchise agreements.............................. 7,236,000 6,134,000
------------ ------------
Total other assets.............................. 13,520,000 12,733,000
------------ ------------
Total........................................... $277,542,000 $238,719,000
============ ============
<CAPTION>
LIABILITIES, SENIOR PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
-----------------------------------
<S> <C> <C>
Current Liabilities:
Accounts payable and other accrued expenses....... $ 18,337,000 $ 15,931,000
Accrued payroll and related expenses.............. 6,488,000 8,459,000
Accrued taxes payable............................. 4,241,000 3,998,000
Note payable...................................... 500,000 2,657,000
Current portion of long-term debt................. 771,000 753,000
------------ ------------
Total current liabilities....................... 30,337,000 31,798,000
Long-term debt--Less current portion................ 215,409,000 175,836,000
Other long-term liabilities......................... 2,150,000 808,000
------------ ------------
Total liabilities............................... 247,896,000 208,442,000
Commitments and contingencies
Senior preferred stock.............................. 40,360,000 39,093,000
Stockholders' equity (deficit):
Preferred stock................................... 75 75
Common stock...................................... 9,030 9,030
Accumulated deficit............................... (10,723,105) (8,825,105)
------------ ------------
Total stockholders' equity (deficit)............ (10,714,000) (8,816,000)
------------ ------------
Total........................................... $277,542,000 $238,719,000
============ ============
</TABLE>

See notes to consolidated financial statements.

3
<PAGE>

AMERIKING, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Quarters Ended March 29, 1999 and March 30, 1998
(unaudited)

<TABLE>
<CAPTION>
December December
29, 30,
1998 to 1997 to
March 29, % of March 30, % of
1999 Sales 1998 Sales
----------- ----- ----------- -----
<S> <C> <C> <C> <C>
Sales
Restaurant food sales.............. $81,507,000 97.6% $69,013,000 97.0%
Non-food sales..................... 2,042,000 2.4 2,115,000 3.0
----------- ----- ----------- -----
Total sales...................... 83,549,000 100.0 71,128,000 100.0
Restaurant operating expenses:
Cost of food sales................. 24,420,000 29.2 20,666,000 29.1
Cost of non-food sales............. 1,624,000 1.9 1,903,000 2.7
Restaurant labor and related costs. 22,715,000 27.2 18,554,000 26.1
Occupancy.......................... 9,085,000 10.9 7,477,000 10.5
Depreciation and amortization of
goodwill and franchise agreements. 3,489,000 4.2 2,776,000 3.9
Advertising........................ 4,243,000 5.1 3,656,000 5.1
Royalties.......................... 2,853,000 3.4 2,415,000 3.4
Other restaurant operating
expenses.......................... 6,880,000 8.2 6,215,000 8.7
----------- ----- ----------- -----
Total restaurant operating
expenses........................ 75,309,000 90.1 63,662,000 89.5
General and administrative expenses.. 4,026,000 4.9 2,987,000 4.2
Other operating expenses:
Depreciation expense--office....... 264,000 0.3 174,000 0.2
(Gain)/loss on disposal of fixed
assets............................ (76,000) (0.1) 41,000 0.1
Management and directors' fees..... 162,000 0.2 162,000 0.2
----------- ----- ----------- -----
Total other operating expenses... 350,000 0.4 377,000 0.5
----------- ----- ----------- -----
Operating Income..................... 3,864,000 4.6 4,102,000 5.8
Other income (Expense):
Interest expense................... (4,502,000) (5.4) (4,008,000) (5.6)
Amortization of deferred costs..... (269,000) (0.3) (184,000) (0.3)
Other income (expense)--net........ 49,000 0.1 (345,000) (0.5)
----------- ----- ----------- -----
Total other expense.............. (4,722,000) (5.6) (4,537,000) (6.4)
----------- ----- ----------- -----
Loss before income tax benefit....... (858,000) (1.0) (435,000) (0.6)
Income tax benefit................... (257,000) (0.3) (131,000) (0.2)
----------- ----- ----------- -----
Net loss............................. (601,000) (0.7)% (304,000) (0.4)%
Preferred stock dividends
(cumulative, undeclared)............ (143,000) (113,000)
Senior preferred stock dividends..... (1,267,000) (1,131,000)
Amortization of senior preferred
stock issuance costs................ (30,000) (30,000)
----------- -----------
Loss available to common
stockholders........................ $(2,041,000) $(1,578,000)
=========== ===========
Weighted average number of shares
outstanding--basic and diluted...... 902,992 902,992
----------- -----------
Net loss per common share--basic and
diluted............................. $ (2.26) $ (1.75)
=========== ===========
</TABLE>

See notes to consolidated financial statements.

4
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AMERIKING, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

For the Quarter Ended March 29, 1999 and the Fiscal Years Ended December 28,
1998
and December 29, 1997

<TABLE>
<CAPTION>
Additional Retained
Preferred Common Paid-In Earnings
Stock Stock Capital (Deficit) Total
--------- ------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
BALANCE--December 30,
1996................... $ 7 $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)
Recapitalization of
common stock......... 97 903 1,000
Net loss.............. (2,034,000) (2,034,000)
---- ------ ---------- ------------ ------------
BALANCE--December 29,
1997................... 7 9,030 3,037,895 (8,888,000) (5,841,000)
Dividends on senior
preferred stock...... (2,927,895) (1,750,105) (4,678,000)
Amortization of senior
preferred stock
issuance costs....... (110,000) (110,000)
Net loss.............. 1,813,000 1,813,000
---- ------ ---------- ------------ ------------
BALANCE--December 28,
1998................... 7 9,030 -- (8,825,105) (8,816,000)
Dividends on senior
preferred stock...... (1,267,000) (1,267,000)
Amortization of senior
preferred stock
issuance costs....... (30,000) (30,000)
Net loss.............. (601,000) (601,000)
---- ------ ---------- ------------ ------------
BALANCE--March 29, 1999. $ 7 $9,030 $ -- $(10,723,105) $(10,714,000)
==== ====== ========== ============ ============
</TABLE>

See notes to consolidated financial statements.

5
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AMERIKING, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Quarters Ended March 29, 1999 and March 30, 1998
(unaudited)

<TABLE>
<CAPTION>
December 29, December 30,
1998 to 1997 to
March 29, March 30,
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss)........................................ $ (601,000) $ (304,000)
Adjustments to reconcile net loss to net cash
flows from operating activities:
Depreciation and amortization................. 4,022,000 3,134,000
(Gain) Loss on disposal of fixed assets....... (76,000) 41,000
Changes in:
Accounts receivable........................... 841,000 61,000
Inventories................................... (449,000) 233,000
Prepaid expenses.............................. 42,000 399,000
Accounts payable, accrued expenses and other
long-term liabilities........................ 2,020,000 3,585,000
------------ -----------
Net cash flows from operating activities.... 5,799,000 7,149,000
Cash flows from investing activities:
Purchase of restaurant franchise agreements,
equipment and goodwill........................... (38,223,000) (1,946,000)
Cash paid for franchise agreements................ (122,000) (106,000)
Cash paid for property and equipment.............. (2,588,000) (2,391,000)
------------ -----------
Net cash flows used for investing
activities................................. (40,933,000) (4,443,000)
Cash flows from financing activities:
Advances under line of credit..................... 39,773,000 1,500,000
Cash paid for financing costs..................... 33,000 --
Payments on short-term debt....................... (2,157,000) --
Payments on long-term debt........................ (182,000) (110,000)
Payments on capital leases........................ -- (44,000)
------------ -----------
Net cash flows from financing activities.... 37,467,000 1,346,000
------------ -----------
Net change in cash and cash equivalents............. 2,333,000 4,052,000
Cash and cash equivalents--beginning of quarter..... 10,591,000 7,532,000
------------ -----------
Cash and cash equivalents--end of quarter........... $ 12,924,000 $11,584,000
============ ===========
Supplemental disclosures of cash flow information:
Cash paid during the quarter for interest......... $ 2,069,000 $ 1,207,000
============ ===========
Cash paid during the quarter for income taxes..... $ 27,000 $ 29,000
============ ===========
Supplemental disclosure of noncash investing and
financing activities:
Senior preferred stock dividends.................. $ 1,267,000 $ 1,131,000
Amortization of senior preferred stock issuance
costs............................................ 30,000 30,000
------------ -----------
Total....................................... $ 1,297,000 $ 1,161,000
============ ===========
</TABLE>

See notes to consolidated financial statements.

6
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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 29, 1999 and December 28, 1998, the results of operations
for the quarters ended March 29, 1999 and March 30, 1998 and cash flows for
the quarters ended March 29, 1999 and March 30, 1998. These financial
statements should be read in conjunction with the Company's annual report on
Form 10-K for the fiscal year ended December 28, 1998 filed on March 24, 1999.

The results of operations for the quarters ended March 29, 1999 and March
30, 1998 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 29, 1999 and March 30, 1998 due to the
antidilutive effect of the stock options and warrants in the respective
quarters.

Start Up Costs--Effective at the beginning of fiscal 1998, the Company
adopted AICPA Statement of Position No. 98-5 "Start-up Activities" (SOP 98-5).
SOP 98-5 requires companies to expense, as incurred, costs associated with
start-up activities. Previously, the Company amortized such costs over a
twelve month period when a restaurant was brought into service. The effect of
such adoption was to charge to expense $299,000 of such costs in the first
quarter of fiscal 1998.

Reclassifications--Certain information in the consolidated financial
statements for the quarter ended March 30, 1998 have been reclassified to
conform to the current reporting format.

New Accounting Standards--In February 1998, the FASB issued SFAS 132,
"Employees' Disclosures About Pensions and Other Postretirement Benefits."
This Statement revises employers' disclosures about pension and other
postretirement benefit plans. It does not change the measurement or
recognition of those plans. The adoption of this new standard did not have an
effect on the Company's financial statements because it has no such benefit
plans.

In June 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. The
Statement will require the Company to recognize all derivatives as either
assets or liabilities in the balance sheet and measure those derivative
instruments at fair value. This Statement will be effective for the Company in
the third quarter of 1999. At March 29, 1999, the Company has no derivative
instruments or hedging activities.

2. Acquisitions

On February 16, 1999, the Company purchased 30 restaurants in Wisconsin and
the Upper Peninsula of Michigan for approximately $24.3 million including
transaction fees and acquisition related expenditures.

On February 1, 1999, the Company purchased two restaurants in Illinois for
approximately $1.0 million including transaction fees and acquisition related
expenditures.

On December 31, 1998, the Company purchased 13 restaurants in Ohio for
approximately $11.1 million including transaction fees and acquisition related
expenditures.

7
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Overview

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 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
twelve 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 29, 1999 Compared to Quarter ended March 30, 1998

Restaurant Sales. Total sales increased $12.4 million or 17.5% during the
quarter ended March 29, 1999, to $83.5 million, from $71.1 million during the
quarter ended March 30, 1998, due primarily to the inclusion of the 45 and 30
restaurants purchased in 1999 and 1998, respectively. In addition, the Company
developed 3 and 17 restaurants in 1999 and 1998, respectively. Newly acquired
restaurants accounted for $15.0 million of the total increase in restaurant
sales, while new restaurant development accounted for $4.3 million of the
increase in sales. Total sales were reduced by $.5 million during the quarter
due to the restaurants that were closed in 1998. Sales at the comparable
restaurants, including only those restaurants owned by the Company at March
29, 1999, decreased 7.6% for the quarter ended March 29, 1999.

Restaurant Operating Expenses. Total restaurant operating expenses increased
$11.6 million, or 18.3% during the quarter ended March 29, 1999, to $75.3
million from $63.7 million in the quarter ended March 30, 1998. As a
percentage of sales, restaurant operating expenses increased 0.6%, to 90.1%
during the quarter ended March 29, 1999 from 89.5% during the quarter ended
March 30, 1998.

Cost of food sales increased $3.8 million and increased 0.1% as a percentage
of sales to 29.2% during the quarter ended March 29, 1999 from 29.1% during
the quarter ended March 30, 1999. The increase in cost of food sales is the
result of an increase in the number of stores that have been acquired and
developed since the same quarter last year. The percentage of sales has
remained relatively constant due to the stability of commodity pricing.

Cost of non-food sales decreased $0.3 million during the quarter ended March
29, 1999, and decreased 0.8% as a percentage of sales to 1.9% during the
quarter ended March 29, 1999 from 2.7% in the quarter ended March 30, 1998.
The decrease in cost of non-food sales is due to the continued improvement of
the margins at the convenience stores.

Restaurant labor and related costs increased $4.2 million during the quarter
ended March 29, 1999, and increased 1.1% as a percentage of restaurant sales
to 27.2% during the quarter ended March 29, 1999 from 26.1% in the quarter
ended March 30, 1998. The increase in restaurant labor and related costs was
primarily due to the increased number of stores and the additional labor
associated with them. In addition, the percentage increase is due to the fixed
component of salaries against a lower same store sales base.

8
<PAGE>

Depreciation and amortization increased $0.7 million during the quarter ended
March 29, 1999, to $3.5 million from $2.8 million in the quarter ended March
30, 1998. As a percentage of sales, depreciation and amortization expense
increased 0.3% to 4.2% in the quarter ended March 29, 1999 from 3.9% in the
quarter ended March 30, 1998. The increase was due primarily to the increase in
goodwill amortization resulting from the newly acquired restaurants.

Occupancy and other restaurant operating expenses including advertising and
royalties increased $3.3 million during the quarter ended March 29, 1999 and
decreased 0.1% as a percentage of sales to 27.6% in the quarter ended March 29,
1999 from 27.7% in the quarter ended March 30, 1998. This percentage decrease
is primarily due to the inclusion of newly acquired and developed restaurants,
as well as an increase in utilities expense for this winter compared to the
mild winter experienced last year throughout the country.

General and Administrative Expenses. General and administrative expenses
increased $1.0 million during the quarter ended March 29, 1999 and increased
0.7% as a percent of sales to 4.9% during the quarter ended March 29, 1999 from
4.2% during the quarter ended March 30, 1998. The increase in general and
administrative expenses is due to staff increases and related costs associated
with the newly acquired and developed restaurants.

Operating Income. Operating income decreased $0.2 million to $3.9 million
during the quarter ended March 29, 1999 from $4.1 million for the quarter ended
March 30, 1998. As a percentage of sales, operating income decreased 1.2%, to
4.6% during the quarter ended March 29, 1999 from 5.8% for the quarter ended
March 30, 1998. This percentage decrease is primarily a result of the increase
in restaurant operating expenses.

Other Income (Expense). Other income (expense) increased $0.2 million during
the quarter ended March 29, 1999 to $4.7 million from $4.5 million in the
quarter ended March 30, 1998. The increase in other income (expense) is due to
higher interest expense related to the increase in the line of credit due to
the 1999 and 1998 acquisitions.

EBITDA. As defined in Item 2, EBITDA increased $0.4 million to $7.7 million
for the quarter ended March 29, 1999 from $7.3 million for the quarter ended
March 30, 1998. As a percentage of restaurant sales, EBITDA decreased 1.0%, to
9.2% for the quarter ended March 29, 1999 from 10.2% for the quarter ended
March 30, 1998.

Liquidity and Capital Resources

Net cash flows from operating activities decreased $1.3 million during the
quarter ended March 29, 1999, to $5.8 million, from $7.1 million during the
quarter ended March 30, 1998. The decrease is primarily due to an increase in
net loss and an increase in working capital.

Capital spending for the quarter ended March 29, 1999 was $40.9 million of
which $38.2 million included transaction fees and related expenditures for the
acquisition of 30 restaurants in Wisconsin and Michigan, 13 restaurants in
Ohio, and 2 restaurants in Illinois. In addition, the Company developed 3 new
restaurants in the quarter ended March 29, 1999.

During the quarter ended March 29, 1999, borrowings of $39.8 million were
incurred of which included $35.7 million for the acquisition of 45 restaurants
in Illinois, Ohio, Wisconsin, Michigan, and Kentucky. New restaurant
development accounted for $1.9 million, with the remainder related to existing
restaurants and corporate infrastructure additions.

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 $6.0 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

9
<PAGE>

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 $30.5 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 1999.

Year 2000

The Year 2000 ("Y2K") problem is the result of computer programs being
written using two digits rather than four to define the applicable year. Any
of the Company's programs that have time-sensitive software may recognize a
date using "00" as the year 1900, rather than the year 2000. This could result
in a major system failure or miscalculations.

As part of the first phase of the Company's Y2K compliance program, the
Company conducted an internal review of its computer systems to identify the
systems that could be affected by the Y2K problem, including both "information
technology" systems (such as software that processes daily sales and other
information) and non-informational technology. The Company is in the process
of completing the second phase of its Y2K compliance program, which involves:
(1) the implementation of its existing remediation plan to resolve the
Company's internal Y2K issues, (2) the identification of any potential Y2K
issues with the Company's significant vendors and suppliers and (3) the
evaluation of a contingency plan in the event that the Company or its
significant vendors and suppliers are unable to adequately address Y2K issues
on time. The Company has a September 1999 target date to complete its
implementation efforts.

Based on assessment efforts to date, the Company presently does not believe
that the Y2K issue will have a material adverse effect on its financial
condition or results of operations. The Company has received assurances from
its major suppliers (including vendors and partners) that they are addressing
the Y2K issue, and that products purchased by the Company from such suppliers
will function properly in year 2000 and thereafter. However, it is impossible
to access the potential consequences in the event of service interruptions
from suppliers, or in the event that there are disruptions in such
infrastructure areas as utilities, communications,

10
<PAGE>

transportation, banking or government. In the unlikely event that the Company
would lose vital utilities such as electricity, gas, water or communications,
the business or operations could be adversely affected. However, if the point
of sale terminals were to fail, the Company could place a manual check out
procedure into place until the terminals could be brought back on-line with
minimal disruption to its customers. Or, if vital suppliers could not deliver
the necessary goods (such as meat and produce) the Company has enough
resources available to obtain goods from other suitable suppliers. The Company
operates a large number of geographically dispersed stores and has a large
supplier base, which should mitigate any adverse impact.

The Company estimates it will incur less than $1.0 million in expenses to
ensure that all systems will function properly with respect to dates in the
year 2000. These expenses include the replacement of the Company's I.B.M.
point of sale terminals as well as minor modifications to the point of sale
system. These expenses are not expected to have a material impact on the
financial position, results of operations or liquidity of the Company.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to market risk associated with fluctuations in
interest rates. Interest rate risk is primarily limited to the Company's
variable rate debt obligations, which totaled $110.6 million at March 29,
1999. Of this balance, the BankBoston revolver comprised $107.4 million
bearing an interest rate calculated at the lesser of BankBoston's base rate or
the Eurodollar rate plus 2.5%, and the 1995 Franchise Acceptance Corporation
("FAC") Note comprised $1.4 million bearing an interest rate of 2.75% above
FAC's program rate, and the 1998 FAC Note comprised $1.8 million bearing an
interest rate of 2.5% above FAC's program rate. Assuming a 20% increase in
interest rates, the Company would experience an increase in interest expense
of approximately $0.4 million. The Company does not hold any market risk
sensitive financial instruments for trading purposes.

11
<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

On March 03, 1999, the Company filed a Current Report on Form 8-K,
announcing under Item 2 the consummation of the purchase of 30 restaurants in
Wisconsin and the Upper Peninsula of Michigan.

12
<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.

May 7, 1999 /s/ Lawrence E. Jaro
Date ________________________________ -------------------------------------
Lawrence E. Jaro

May 7, 1999 Managing Owner, Chairman and
Date ________________________________ Chief Executive Officer

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

13
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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)........................................... *
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <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 30, 1998 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 30,
1998 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
30, 1998 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
30, 1998 and incorporated herein by reference)....... *
</TABLE>

2
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <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>

3
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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)......... *
</TABLE>

4
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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)........................................... *
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)........................................... *
</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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).................... *
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)........................................... *
</TABLE>

6
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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). *
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)................................................. *
</TABLE>

7
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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).................... *
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)................ *
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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).................... *
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)......... *
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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).................... *
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)................ *
</TABLE>

10
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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................................. *
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)............................................ *
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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)..................................... *
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)........... *
</TABLE>

12
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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)................ *
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

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
AMERIKING, INC.
CALCULATION OF EPS
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Dec. 29, 1998 to Dec. 30, 1997 to
March 29, 1999 March 30, 1998
- ----------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM (601,000) (304,000)
- ----------------------------------------------------------------------------------------------------------------------------------
Earnings available to stockholders
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends
- ----------------------------------------------------------------------------------------------------------------------------------
Preferred Stock (143,000) (113,000)
- ----------------------------------------------------------------------------------------------------------------------------------
Senior Preferred Stock (1,267,000) (1,131,000)
- ----------------------------------------------------------------------------------------------------------------------------------
Amortization of issuance costs (30,000) (30,000)
---------------- ----------------
- ----------------------------------------------------------------------------------------------------------------------------------
Income (loss) before extraordinary item available to common stockholders (2,041,000) (1,578,000)
- ----------------------------------------------------------------------------------------------------------------------------------
Extraordinary item - loss from early extinguishment of debt (net of taxes) -- --
---------------- ----------------
- ----------------------------------------------------------------------------------------------------------------------------------
Income (loss) available to common stockholders (2,041,000) (1,578,000)
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) per common share before extraordinary item - basic (2.26) (1.75)
- ----------------------------------------------------------------------------------------------------------------------------------
Extraordinary item - basic -- --
---------------- ----------------
- ----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) per common share - basic (2.26) (1.75)
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) per common share before extraordinary item - diluted (2.26) (1.75)
- ----------------------------------------------------------------------------------------------------------------------------------
Extraordinary item - diluted -- --
---------------- ----------------
- ----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) per common share - diluted (2.26) (1.75)
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
Weighted average number of common shares basic:
- ----------------------------------------------------------------------------------------------------------------------------------
Original shares 863,290 863,290
- ----------------------------------------------------------------------------------------------------------------------------------
Option shares 9,702 9,702
- ----------------------------------------------------------------------------------------------------------------------------------
Warrant shares -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Common stock units 30,000 30,000
---------------- ----------------
- ----------------------------------------------------------------------------------------------------------------------------------
Total 902,992 902,992
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
Weighted average number of common shares - diluted
- ----------------------------------------------------------------------------------------------------------------------------------
Original shares 863,290 863,290
- ----------------------------------------------------------------------------------------------------------------------------------
Option shares 9,702 9,702
- ----------------------------------------------------------------------------------------------------------------------------------
Warrant shares -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Common stock units 30,000 30,000
---------------- ----------------
- ----------------------------------------------------------------------------------------------------------------------------------
Total 902,992 902,992
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Exhibit 12

AMERIKING, INC.
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Dec. 29, 1998 to Dec. 30, 1997 to
March 29, 1999 March 30, 1998
--------------------- --------------------
W/O PIK With PIK W/O PIK With PIK
Dividends Dividends Dividends Diviends
--------------------- --------------------
<S> <C> <C> <C> <C>
EARNINGS
Income (loss) before income taxes benefit (858) (858) (435) (435)
Interest expense 4,502 4,502 4,008 4,008
Amortization of deferred financing costs 250 250 199 199
Portion of rents representative of interest 2,087 2,087 1,722 1,722
Preferred stock PIK dividends -- 143 -- 113
----- ----- ----- -----
Total earnings 5,981 6,124 5,494 5,607
----- ----- ----- -----
FIXED CHARGES
Interest expense 4,502 4,502 4,008 4,008
Amortization of deferred financing costs 250 250 199 199
Portion of rents representative of interest 2,087 2,087 1,722 1,722
Preferred stock PIK dividends -- 143 -- 113
Total Fixed Charges 6,839 6,982 5,929 6,042
----- ----- ----- -----
RATIO OF EARNINGS TO FIXED CHARGES 0.87 0.88 0.93 0.93
----- ----- ----- -----
INSUFFICIENT EARNINGS TO COVER FIXED CHARGES (858) (858) (435) (435)
----- ----- ----- -----
</TABLE>

<PAGE>

<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the fiscal 1999 Consolidated Financial Statements of Ameriking, Inc. and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
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40,360
0
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