AMERIKING INC, 10-Q, 1999-08-02

AMERIKING INC
10-Q, 1999-08-02
EATING PLACES

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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 June 28, 1999

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 July 30, 1999 was 902,992 of common stock, $.01 par value
per Share (the "Common Stock").

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<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
PART I
Item 1. Financial Statements........................................ 2
Management's Discussion and Analysis of Financial Condition
Item 2. and Results of Operations................................... 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk.. 14
PART II
Item 6. Exhibits, and Reports on Form 8-K 12........................ 15
</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 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.
<PAGE>

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 June 28, 1999 and December 28, 1998..... 3

Consolidated Statements of Operations for the quarters ended June 28, 1999
and June 29, 1998........................................................ 4

Consolidated Statements of Operations for the two quarters ended June 28,
1999 and June 29, 1998................................................... 5

Consolidated Statements of Stockholders' Equity (Deficit) for the two
quarters ended June 28, 1999 and the fiscal years ended December 28, 1998
and December 29, 1997.................................................... 6

Consolidated Statements of Cash Flows for the two quarters ended June 28,
1999 and June 29, 1998................................................... 7

Notes to Consolidated Financial Statements................................ 8
</TABLE>
<PAGE>

AMERIKING, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

June 28, 1999 and December 28, 1998

<TABLE>
<CAPTION>
June 28,
1999 December 28,
ASSETS (unaudited) 1998
------ ------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents......................... $ 9,806,000 $ 10,591,000
Accounts receivable............................... 2,305,000 2,512,000
Inventories....................................... 3,657,000 2,546,000
Prepaid expenses.................................. 1,011,000 465,000
Current portion of deferred income taxes.......... 123,000 123,000
------------ ------------
Total current assets............................ 16,902,000 16,237,000
Property and equipment.............................. 77,239,000 62,974,000
Goodwill............................................ 174,036,000 145,327,000
Deferred income taxes............................... 1,448,000 1,448,000
Other assets:
Deferred financing costs.......................... 6,033,000 6,597,000
Deferred organization costs....................... -- 2,000
Franchise agreements.............................. 7,532,000 6,134,000
------------ ------------
Total other assets.............................. 13,565,000 12,733,000
------------ ------------
Total............................................... $283,190,000 $238,719,000
============ ============
<CAPTION>
LIABILITIES, SENIOR PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
-----------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable and other accrued expenses....... $ 14,928,000 $ 15,931,000
Accrued payroll and related expenses.............. 8,923,000 8,459,000
Accrued taxes payable............................. 5,106,000 3,998,000
Note payable...................................... 500,000 2,657,000
Current portion of long-term debt................. 790,000 753,000
------------ ------------
Total current liabilities....................... 30,247,000 31,798,000
Long-term debt--Less current portion................ 220,674,000 175,836,000
Other long-term liabilities......................... 1,859,000 808,000
------------ ------------
Total liabilities............................... 252,780,000 208,442,000
Commitments and contingencies
Senior preferred stock.............................. 41,668,000 39,093,000
Stockholders' equity (deficit):
Preferred stock................................... 75 75
Common stock...................................... 9,030 9,030
Accumulated deficit............................... (11,267,105) (8,825,105)
------------ ------------
Total stockholders' equity (deficit)............ (11,258,000) (8,816,000)
------------ ------------
Total............................................... $283,190,000 $238,719,000
============ ============
</TABLE>

See notes to consolidated financial statements.

3
<PAGE>

AMERIKING, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Quarters Ended June 28, 1999 and June 29, 1998
(unaudited)

<TABLE>
<CAPTION>
March 29, March 30,
1999 to 1998 to
June 28, % of June 29, % of
1999 Sales 1998 Sales
----------- ----- ----------- -----
<S> <C> <C> <C> <C>
Sales
Restaurant food sales................ $97,714,000 97.2% $76,568,000 97.2%
Non-food sales....................... 2,796,000 2.8 2,200,000 2.8
----------- ----- ----------- -----
Total sales........................ 100,510,000 100.0 78,768,000 100.0
Restaurant operating expenses:
Cost of food sales................... 29,907,000 29.8 22,783,000 28.9
Cost of non-food sales............... 2,273,000 2.3 1,740,000 2.2
Restaurant labor and related costs... 25,912,000 25.8 20,038,000 25.4
Occupancy............................ 10,087,000 10.0 7,918,000 10.1
Depreciation and amortization of
goodwill and franchise agreements... 3,817,000 3.8 2,856,000 3.6
Advertising.......................... 5,172,000 5.1 4,060,000 5.2
Royalties............................ 3,420,000 3.4 2,680,000 3.4
Other restaurant operating expenses.. 8,259,000 8.2 6,537,000 8.3
----------- ----- ----------- -----
Total restaurant operating
expenses.......................... 88,847,000 88.4 68,612,000 87.1
General and administrative expenses.... 3,874,000 3.9 3,270,000 4.2
Other operating expenses:
Depreciation expense--office......... 259,000 0.2 206,000 0.3
Loss on disposal of fixed assets..... 290,000 0.3 113,000 0.1
Management and directors' fees....... 175,000 0.2 188,000 0.2
----------- ----- ----------- -----
Total other operating expenses..... 724,000 0.7 507,000 0.6
----------- ----- ----------- -----
Operating income....................... 7,065,000 7.0 6,379,000 8.1
Other income (expense):
Interest expense..................... (5,472,000) (5.4) (4,023,000) (5.1)
Amortization of deferred costs....... (177,000) (0.2) (221,000) (0.3)
Other income (expense)--net ......... (237,000) (0.2) 76,000 0.1
----------- ----- ----------- -----
Total other expense................ (5,886,000) (5.8) (4,168,000) (5.3)
----------- ----- ----------- -----
Income before income tax expense....... 1,179,000 1.2 2,211,000 2.8
Income tax expense..................... 385,000 0.4 664,000 0.8
----------- ----- ----------- -----
Net income............................. 794,000 0.8% 1,547,000 2.0%
Preferred stock dividends (cumulative,
Undeclared)........................... (145,000) (113,000)
Senior preferred stock dividends....... (1,308,000) (1,131,000)
Amortization of senior preferred stock
issuance costs........................ (30,000) (30,000)
----------- -----------
Income (loss) available to common
stockholders.......................... $ (689,000) $ 273,000
=========== ===========
Weighted average number of shares
outstanding--basic.................... 902,992 902,992
Dilutive effect of warrants............ 0 96,998
----------- -----------
Weighted average number of common
shares outstanding--diluted........... 902,992 999,990
----------- -----------
Net income (loss) per common share--
basic................................. $ (0.76) $ 0.30
=========== ===========
Net income (loss) per common share--
diluted............................... $ (0.76) $ 0.27
=========== ===========
</TABLE>

See notes to consolidated financial statements.

4
<PAGE>

AMERIKING, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Two Quarters Ended June 28, 1999 and June 29, 1998
(unaudited)

<TABLE>
<CAPTION>
December 29, December 30,
1998 to 1997 to
June 28, % of June 29, % of
1999 Sales 1998 Sales
------------ ----- ------------ -----
<S> <C> <C> <C> <C>
Sales
Restaurant food sales.............. $179,221,000 97.4% $145,581,000 97.1%
Non-food sales..................... 4,838,000 2.6 4,315,000 2.9
------------ ----- ------------ -----
Total sales...................... 184,059,000 100.0 149,896,000 100.0
Restaurant operating expenses:
Cost of food sales................. 54,326,000 29.5 43,449,000 29.0
Cost of non-food sales............. 3,897,000 2.1 3,643,000 2.4
Restaurant labor and related costs. 48,627,000 26.4 38,592,000 25.7
Occupancy.......................... 19,172,000 10.4 15,395,000 10.3
Depreciation and amortization of
goodwill and Franchise agreements. 7,306,000 4.0 5,632,000 3.8
Advertising........................ 9,415,000 5.1 7,716,000 5.1
Royalties.......................... 6,273,000 3.4 5,095,000 3.4
Other restaurant operating
expenses.......................... 15,140,000 8.3 12,752,000 8.5
------------ ----- ------------ -----
Total restaurant operating
expenses........................ 164,156,000 89.2 132,274,000 88.2
General and administrative expenses.. 7,900,000 4.3 6,303,000 4.2
Other operating expenses:
Depreciation expense--office....... 522,000 0.3 380,000 0.3
Loss on disposal of fixed assets... 214,000 0.1 154,000 0.1
Management and directors' fees..... 338,000 0.2 350,000 0.2
------------ ----- ------------ -----
Total other operating expenses... 1,074,000 0.6 884,000 0.6
------------ ----- ------------ -----
Operating income..................... 10,929,000 5.9 10,435,000 7.0
Other income (expense):
Interest expense................... (9,974,000) (5.4) (8,031,000) (5.4)
Amortization of deferred costs..... (446,000) (0.2) (405,000) (0.3)
Other income (expense)--net ....... (188,000) (0.1) (223,000) (0.1)
------------ ----- ------------ -----
Total other expense.............. (10,608,000) (5.7) (8,659,000) (5.8)
------------ ----- ------------ -----
Income before income tax expense..... 321,000 0.2 1,776,000 1.2
Income tax expense................... 128,000 0.1 533,000 0.3
------------ ----- ------------ -----
Net income........................... 193,000 0.1% 1,243,000 0.9%
Preferred stock dividends
(cumulative, undeclared)............ (288,000) (225,000)
Senior preferred stock dividends..... (2,575,000) (2,262,000)
Amortization of senior preferred
stock issuance costs................ (60,000) (60,000)
------------ ------------
Loss available to common
stockholders........................ $ (2,730,000) $ (1,304,000)
============ ============
Weighted average number of shares
outstanding--basic and diluted...... 902,992 902,992
------------ ------------
Net loss per common share--basic and
diluted............................. $ (3.02) $ (1.44)
============ ============
</TABLE>

See notes to consolidated financial statements.

5
<PAGE>

AMERIKING, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

For the Two Quarters Ended June 28, 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................... $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)
Recapitalization of
common stock......... 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...... (2,927,895) (1,750,105) (4,678,000)
Amortization of senior
preferred stock
issuance costs....... (110,000) (110,000)
Exercise of stock
options..............
Net Income............ 1,813,000 1,813,000
--- ------ ----------- ------------ ------------
BALANCE--December 28,
1998................... 75 9,030 -- (8,825,105) (8,816,000)
Dividends on senior
preferred stock...... (2,575,000) (2,575,000)
Amortization of senior
preferred stock
issuance costs....... (60,000) (60,000)
Net Income............ 193,000 193,000
--- ------ ----------- ------------ ------------
BALANCE--June 28, 1999.. $75 $9,030 $ -- $(11,267,105) $(11,258,000)
=== ====== =========== ============ ============
</TABLE>

See notes to consolidated financial statements.

6
<PAGE>

AMERIKING, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Two Quarters Ended June 28, 1999 and June 29, 1998
(unaudited)

<TABLE>
<CAPTION>
December 29, December
1998 to 30, 1997 to
June 28, June 29,
1999 1998
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net Income.......................................... $ 193,000 $ 1,243,000
Adjustments to reconcile net loss to net cash
flows from operating activities:
Depreciation and amortization..................... 8,275,000 6,418,000
Loss on disposal of fixed assets.................. 214,000 154,000
Changes in:
Accounts receivable............................. 207,000 955,000
Inventories..................................... (1,111,000) 446,000
Prepaid expenses................................ (546,000) 585,000
Accounts payable, accrued and other long-term
liabilities.................................... 1,620,000 3,954,000
------------ -----------
Net cash flows from operating activities...... 8,852,000 13,755,000
Cash flows from investing activities:
Purchase of restaurant franchise agreements,
equipment and goodwill........................... (46,220,000) (5,952,000)
Cash paid for franchise agreements................ (349,000) (130,000)
Cash paid for property and equipment.............. (5,868,000) (3,827,000)
------------ -----------
Net cash flows used for investing activities.. (52,437,000) (9,909,000)
Cash flows from financing activities:
Advances under line of credit..................... 45,280,000 1,500,000
Cash paid for financing costs..................... 82,000 (127,000)
Payments on short-term debt....................... (2,157,000) --
Payments on long-term debt and capital leases..... (405,000) (325,000)
------------ -----------
Net cash flows from financing activities...... 42,800,000 1,048,000
------------ -----------
Net change in cash and cash equivalents............. (785,000) 4,894,000
Cash and cash equivalents--Beginning of year........ 10,591,000 7,532,000
------------ -----------
Cash and cash equivalents--End of quarter........... $ 9,806,000 $12,426,000
============ ===========
Supplemental disclosures of cash flow information:
Cash paid during the two quarters for interest.... $ 9,657,000 $ 8,025,000
============ ===========
Cash paid during the two quarters for income
taxes............................................ $ 10,000 $ 69,000
============ ===========
Supplemental disclosure of noncash investing and
financing activities:
Senior preferred stock dividends.................. $ 2,575,000 $ 2,262,000
Amortization of senior preferred stock issuance
costs............................................ 60,000 60,000
------------ -----------
Total......................................... $ 2,635,000 $ 2,322,000
============ ===========
</TABLE>

See notes to consolidated financial statements.

7
<PAGE>

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 June 28, 1999 and December 28, 1998, the results of operations
for the one and two quarters ended June 28, 1999 and June 29, 1998 and cash
flows for the two quarters ended June 28, 1999 and June 29, 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 quarter and two quarters ended June 28,
1999 and June 28, 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 Income (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 two quarters ended June 28, 1999 due to the
antidilutive effect of the stock options and warrants in the respective
quarters. The diluted earnings per share was $.03 lower than the basic
earnings per share for the quarter ended June 29, 1998.

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 June 29, 1998 have been reclassified to
conform to the current reporting format.

New Accounting Standards--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 2000. At June 28, 1999, the Company
has no derivative instruments or hedging activities.

Computer Software--Effective at the beginning of fiscal 1999, the Company
adopted AICPA Statement of Position No. 98-1 "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" (SOP 98-1). SOP 98-1
provides guidance on accounting for the costs of computer software developed
or obtained for internal use. The guidance provided by SOP 98-1 is similar to
the accounting practices of the Company prior to the adoption of SOP 98-1 and
the adoption of SOP 98-1 is not expected to result in materially different
capitalized amounts.

8
<PAGE>

2. Acquisitions

On June 9, 1999, the Company purchased one restaurant in Georgia for
approximately $.6 million including transaction fees and acquisition related
expenditures.

On April 30, 1999, the Company purchased nine restaurants in Illinois for
approximately $6.0 million including transaction fees and acquisition related
expenditures.

On April 13, 1999, the Company purchased one restaurant in Virginia for
approximately $.5 million including transaction fees and acquisition related
expenditures.

On April 7, 1999, the Company purchased three restaurants in North Carolina
for a nominal amount including transaction fees.

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.

9
<PAGE>

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 interest, taxes, 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 June 28, 1999 Compared to Quarter ended June 29, 1998

Restaurant Sales. Total sales increased $21.7 million or 27.6% during the
quarter ended June 28, 1999, to $100.5 million, from $78.8 million during the
quarter ended June 29, 1998, due primarily to the inclusion of the 59 and 30
restaurants purchased in 1999 and 1998, respectively. In addition, the Company
developed 6 and 17 restaurants in 1999 and 1998 respectively. Newly acquired
restaurants accounted for $22.5 million of the total increase in restaurant
sales, while new restaurant development accounted for $4.7 million of the
increase in sales. Sales at the comparable restaurants, including only those
restaurants owned by the Company at June 28, 1999, decreased 6.4% for the
quarter ended June 28, 1999.

Restaurant Operating Expenses. Total restaurant operating expenses increased
$20.2 million, or 29.5% during the quarter ended June 28, 1999, to $88.8
million from $68.6 million in the quarter ended June 29, 1998. As a percentage
of sales, restaurant operating expenses increased 1.3%, to 88.4% during the
quarter ended June 28, 1999 from 87.1% during the quarter ended June 29, 1998.

Cost of food sales increased $7.1 million and increased 0.9% as a percentage
of sales to 29.8% during the quarter ended June 28, 1999 from 28.9% during the
quarter ended June 29, 1998. 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. In addition, the percentage increase is
related to the higher discounting of food related to increased promotional
activity.

Cost of non-food sales increased $0.5 million during the quarter ended June
28, 1999, and increased 0.1% as a percentage of sales to 2.3% during the
quarter ended June 28, 1999 from 2.2% in the quarter ended June 29, 1998.

10
<PAGE>

Restaurant labor and related costs increased $5.9 million during the quarter
ended June 28, 1999, and increased 0.4% as a percentage of restaurant sales to
25.8% during the quarter ended June 28, 1999 from 25.4% in the quarter ended
June 29, 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
effect of lower sales volumes on the fixed component of salaries.

Depreciation and amortization increased $0.9 million during the quarter
ended June 28, 1999, to $3.8 million from $2.9 million in the quarter ended
June 29, 1998. As a percentage of sales, depreciation and amortization expense
increased 0.2% to 3.8% in the quarter ended June 28, 1999 from 3.6% in the
quarter ended June 29, 1998. The increase is 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 $5.7 million during the quarter ended June 28, 1999 and
decreased 0.1% as a percentage of sales to 26.8% in the quarter ended June 28,
1999 from 26.9% in the quarter ended June 29, 1998. This increase is primarily
due to the inclusion of newly acquired and developed restaurants.

General and Administrative Expenses. General and administrative expenses
increased $0.6 million to $3.9 million during the quarter ended June 28, 1999
and decreased 0.3% as a percent of sales to 3.9% during the quarter ended June
28, 1999 from 4.2% during the quarter ended June 29, 1998. The increase in
general and administrative expenses is due to staff increases and related
costs associated with the newly acquired and developed restaurants. The
percentage decrease is due to a proportionately lower increase in G&A expenses
in relation to the increase in sales from the newly acquired and developed
restaurants.

Operating Income. Operating income increased $0.7 million to $7.1 million
during the quarter ended June 28, 1999 from $6.4 million for the quarter ended
June 29, 1998. As a percentage of sales, operating income decreased 1.1%, to
7.0% during the quarter ended June 28, 1999 from 8.1% for the quarter ended
June 29, 1998. This change is primarily a result of the factors discussed
above.

Other Income (Expense). Other income (expense) increased $1.7 million during
the quarter ended June 28, 1999 to $5.9 million from $4.2 million in the
quarter ended June 29, 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 $1.9 million to $11.6 million
for the quarter ended June 28, 1999 from $9.7 million for the quarter ended
June 29, 1998. As a percentage of restaurant sales, EBITDA decreased 0.8%, to
11.6% for the quarter ended June 28, 1999 from 12.4% for the quarter ended
June 29, 1998.

Two Quarters ended June 28, 1999 Compared to Two Quarters ended June 29, 1998

Restaurant Sales. Total sales increased $34.2 million or 22.8% during the
two quarters ended June 28, 1999, to $184.1 million, from $149.9 million
during the two quarters ended June 29, 1998, due primarily to the inclusion of
the 59 and 30 restaurants purchased in 1999 and 1998, respectively. In
addition, the Company developed 6 and 17 restaurants in 1999 and 1998
respectively. Newly acquired restaurants accounted for $37.1 million of the
total increase in restaurant sales, while new restaurant development accounted
for $8.7 million of the increase in sales. Sales at the comparable
restaurants, including only those restaurants owned by the Company at June 28,
1999, decreased 6.9% for the two quarters ended June 28, 1999.

Restaurant Operating Expenses. Total restaurant operating expenses increased
$31.9 million, or 24.1% during the two quarters ended June 28, 1999, to $164.2
million from $132.3 million during the two quarters ended June 29, 1998. As a
percentage of sales, restaurant operating expenses increased 1.0%, to 89.2%
during the two quarters ended June 28, 1999 from 88.2% during the two quarters
ended June 29, 1998.

11
<PAGE>

Cost of food sales increased $10.9 million to $54.3 million and increased
0.5% as a percentage of sales to 29.5% during the two quarters ended June 28,
1999 from 29.0% during the two quarters ended June 29, 1998. 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. In
addition, the percentage increase is related to the higher discounting of food
related to increased promotional activity.

Cost of non-food sales increased $0.3 million during the two quarters ended
June 28, 1999, and decreased 0.3% as a percentage of sales to 2.1% during the
two quarters ended June 28, 1999 from 2.4% during the two quarters ended June
29, 1998. The percentage decrease is due to improved margins at the
convenience stores.

Restaurant labor and related costs increased $10.0 million to $48.6 million
during the two quarters ended June 28, 1999, and increased 0.7% as a
percentage of restaurant sales to 26.4% during the two quarters ended June 28,
1999 from 25.7% during the two quarters ended June 29, 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 effect of lower average sales volumes on the
fixed component of salaries.

Depreciation and amortization increased $1.7 million during the two quarters
ended June 28, 1999, to $7.3 million from $5.6 million during the two quarters
ended June 29, 1998. As a percentage of sales, depreciation and amortization
expense increased 0.2% to 4.0% during the two quarters ended June 28, 1999
from 3.8% during the two quarters ended June 29, 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 $9.0 million to $50.0 million during the two quarters
ended June 28, 1999 and decreased 0.1% as a percentage of sales to 27.2%
during the two quarters ended June 28, 1999 from 27.3% during the two quarters
ended June 29, 1998. This increase is primarily due to the inclusion of newly
acquired and developed restaurants.

General and Administrative Expenses. General and administrative expenses
increased $1.6 million to $7.9 million during the two quarters ended June 28,
1999 and increased 0.1% as a percent of sales to 4.3% during the two quarters
ended June 28, 1999 from 4.2% during the two quarters ended June 29, 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 increased $0.5 million to $10.9 million
during the two quarters ended June 28, 1999 from $10.4 million for the two
quarters ended June 29, 1998. As a percentage of sales, operating income
decreased 1.1%, to 5.9% during the two quarters ended June 28, 1999 from 7.0%
for the two quarters ended June 29, 1998. This change is primarily a result of
the factors discussed above.

Other Income (Expense). Other income (expense) increased $1.9 million during
the two quarters ended June 28, 1999 to $10.6 million from $8.7 million during
the two quarters ended June 29, 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 $2.3 million to $19.3 million
for the two quarters ended June 28, 1999 from $17.0 million for the two
quarters ended June 29, 1998. As a percentage of restaurant sales, EBITDA
decreased 0.8%, to 10.5% for the two quarters ended June 28, 1999 from 11.3%
for the two quarters ended June 29, 1998.

Liquidity and Capital Resources

Net cash flows from operating activities decreased $4.9 million during the
two quarters ended June 28, 1999, to $8.8 million, from $13.7 million during
the two quarters ended June 29, 1998. The decrease is primarily due to a
decrease in net income coupled with fluctuations in working capital, exclusive
of short term borrowings.

12
<PAGE>

Capital spending for the two quarters ended June 28, 1999 was $52.4 million
of which $46.2 million included transaction fees and related expenditures for
the acquisition of 30 restaurants in Wisconsin and Michigan, 13 restaurants in
Ohio, 11 restaurants in Illinois, 1 restaurant in Georgia, 3 restaurants in
North Carolina, and 1 restaurant in Virginia. In addition, the Company
developed 6 new restaurants during the two quarters ended June 28, 1999.

During the two quarters ended June 28, 1999, borrowings of $45.3 million
were incurred of which included $41.1 million for the acquisition of 59
restaurants in Illinois, Ohio, Wisconsin, Michigan, Georgia, Virginia and
North Carolina. The remainder of the borrowings related to new restaurant
development, 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 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 $12.1 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.

13
<PAGE>

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 assess 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, 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 $116.0 million at June 28, 1999.
Of this balance, the BankBoston revolver comprised $112.9 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 $1.7 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.

14
<PAGE>

PART II

Item 6. Exhibits, Financial Statement Schedules

Exhibits

The following exhibits are filed as part of this report.

11Statement Re: Computation of Earnings Per Share

12Statement Re: Computation of Ratios

27Financial 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.

15
<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.

August 2, 1999 /s/ Lawrence E. Jaro
Date ________________________________ -------------------------------------
Lawrence E. Jaro

August 2, 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)

16
<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>
<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>
<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>
<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>
<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>
<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>
<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>
<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>
<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>
<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>
<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>
<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>

AMERIKING, INC
CALCULATION OF EPS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Dec. 29, 1998 to Dec. 30, 1997 to
----------------- -----------------
June 28, 1999 June 29, 1998
----------------- ----------------
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 193,000 1,243,000
- -------------------------------------------------------------------------------------------------------------------------------
Earnings available to stockholders
- -------------------------------------------------------------------------------------------------------------------------------
Dividends
- -------------------------------------------------------------------------------------------------------------------------------
Preferred Stock (288,000) (225,000)
- -------------------------------------------------------------------------------------------------------------------------------
Senior Preferred Stock (2,575,000) (2,262,000)
- -------------------------------------------------------------------------------------------------------------------------------
Amortization of issuance costs (60,000) (60,000)
---------- ----------
- -------------------------------------------------------------------------------------------------------------------------------
Income (loss) befor extraordinary item available to common stockholders (2,730,000) (1,304,000)
- -------------------------------------------------------------------------------------------------------------------------------
Extraordinary item - loss from early extinguishment of debt (net of taxes) - -
---------- ----------
- -------------------------------------------------------------------------------------------------------------------------------
Income (loss) available to common stockholders (2,730,000) (1,304,000)
- -------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------------
Net income (loss) per common share before extraordinary item - basic (3.02) (1.44)
- -------------------------------------------------------------------------------------------------------------------------------
Extraordinary item - basic - -
---------- ----------
- -------------------------------------------------------------------------------------------------------------------------------
Net income (loss) per common share - basic (3.02) (1.44)
- -------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------------
Net income (loss) per common share before extraordinary item - diluted (3.02) (1.44)
- -------------------------------------------------------------------------------------------------------------------------------
Extraordinary item - diluted - -
---------- ----------
- -------------------------------------------------------------------------------------------------------------------------------
Net income (loss) per common share - diluted (3.02) (1.44)
- -------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------------
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>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
AMERIKING, INC.
- -----------------------------------------------------------------------------------------------------------------
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------

Dec. 29, 1998 to Dec. 30, 1997 to
- -----------------------------------------------------------------------------------------------------------------
June 28, 1999 June 29, 1998
- -----------------------------------------------------------------------------------------------------------------
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 321 321 1,776 1,776
- -----------------------------------------------------------------------------------------------------------------
Interest expense 9,974 9,974 8,031 8,031
- -----------------------------------------------------------------------------------------------------------------
Amortization of deferred financing costs 421 421 405 405
- -----------------------------------------------------------------------------------------------------------------
Portion of rents representative of interest 4,434 4,434 3,448 3,448
- -----------------------------------------------------------------------------------------------------------------
Preferred stock PIK dividends - 288 - 225
------ ------ ------ ------
- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
Total earnings 15,150 15,438 13,660 13,885
------ ------ ------ ------
- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
FIXED CHARGES
- -----------------------------------------------------------------------------------------------------------------
Interest expense 9,974 9,974 8,031 8,031
- -----------------------------------------------------------------------------------------------------------------
Amortization of deferred financing costs 421 421 405 405
- -----------------------------------------------------------------------------------------------------------------
Portion of rents representative of interest 4,434 4,434 3,448 3,448
- -----------------------------------------------------------------------------------------------------------------
Preferred stock PIK dividends - 288 - 225
- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
Total Fixed Charges 14,829 15,117 11,884 12,109
------ ------ ------ ------
- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
RATIO OF EARNINGS TO FIXED CHARGES 1.02 1.02 1.15 1.15
------ ------ ------ ------
- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
INSUFFICIENT EARNINGS TO COVER FIXED CHARGES N/A N/A N/A N/A
------ ------ ------ ------
- -----------------------------------------------------------------------------------------------------------------
</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>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-27-1999
<PERIOD-START> DEC-29-1998
<PERIOD-END> JUN-28-1999
<CASH> 9,806
<SECURITIES> 0
<RECEIVABLES> 2,306
<ALLOWANCES> 0
<INVENTORY> 3,657
<CURRENT-ASSETS> 16,902
<PP&E> 103,369
<DEPRECIATION> 26,130
<TOTAL-ASSETS> 283,190
<CURRENT-LIABILITIES> 30,247
<BONDS> 100,000
41,668
0
<COMMON> 9
<OTHER-SE> (11,267)
<TOTAL-LIABILITY-AND-EQUITY> 283,190
<SALES> 184,059
<TOTAL-REVENUES> 184,059
<CGS> 58,223
<TOTAL-COSTS> 164,156
<OTHER-EXPENSES> 9,396
<LOSS-PROVISION> 214
<INTEREST-EXPENSE> 9,974
<INCOME-PRETAX> 321
<INCOME-TAX> 128
<INCOME-CONTINUING> 193
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 193
<EPS-BASIC> (3.02)
<EPS-DILUTED> (3.02)

</TABLE>