<PAGE>
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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 September 25, 2000
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 November 9, 2000 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
----
PART I
<C> <S> <C>
Item 1. Financial Statements......................................... 2
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of
Operations................................................... 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk... 12
PART II
Item 6. Exhibits, and Reports on Form 8-K............................ 13
</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 September 25, 2000 and December 27,
1999..................................................................... 3
Consolidated Statements of Operations for the quarter ended September 25,
2000 and September 27, 1999, and the three quarters ended September 25,
2000 and September 27, 1999.............................................. 4
Consolidated Statements of Stockholders' Equity (Deficit) for the three
quarters ended September 25, 2000 and the fiscal years ended December 27,
1999 and December 28, 1998............................................... 5
Consolidated Statements of Cash Flows for the three quarters ended
September 25, 2000 and September 27, 1999................................ 6
Notes to Consolidated Financial Statements................................ 7
</TABLE>
2
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September
25, 2000 December 27,
(unaudited) 1999
------------ ------------
<S> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents......................... $ 23,841,000 $ 14,754,000
Accounts receivable............................... 4,310,000 3,810,000
Inventories....................................... 6,608,000 5,200,000
Prepaid expenses.................................. 2,873,000 1,089,000
Current portion of deferred income taxes.......... 3,407,000 81,000
------------ ------------
Total current assets............................ 41,039,000 24,934,000
Property and equipment--net......................... 72,362,000 73,704,000
Goodwill............................................ 169,223,000 170,917,000
Deferred income taxes............................... 205,000 205,000
Other assets:
Deferred financing costs.......................... 5,234,000 5,816,000
Franchise agreements.............................. 8,058,000 7,379,000
Other long-term assets............................ 287,000 154,000
------------ ------------
Total other assets.............................. 13,579,000 13,349,000
------------ ------------
Total............................................... $296,408,000 $283,109,000
============ ============
LIABILITIES, SENIOR PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
-----------------------------------
Current liabilities:
Accounts payable and other accrued expenses....... $ 16,058,000 $ 16,289,000
Accrued payroll and related expenses.............. 7,297,000 8,903,000
Accrued taxes payable............................. 3,910,000 4,580,000
Note payable...................................... -- 255,000
Current portion of long-term debt................. 888,000 828,000
------------ ------------
Total current liabilities....................... 28,153,000 30,855,000
Long-term debt--less current portion................ 225,552,000 220,251,000
Vendor incentives and other long-term liabilities... 16,809,000 1,028,000
------------ ------------
Total liabilities............................... 270,514,000 252,134,000
Commitments and contingencies
Senior preferred stock.............................. 48,856,000 44,418,000
Stockholders' equity (deficit):
Preferred stock................................... 75 75
Common stock...................................... 9,030 9,030
Accumulated deficit............................... (22,971,105) (13,452,105)
------------ ------------
Total stockholders' equity (deficit)............ (22,962,000) (13,443,000)
------------ ------------
Total............................................... $296,408,000 $283,109,000
============ ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Quarter Ended Three Quarters Ended
-------------------------- --------------------------
Sept. 25, Sept. 27, Sept. 25, Sept. 27,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Sales:
Restaurant food sales. $100,168,000 $ 99,625,000 $289,808,000 $278,846,000
Non-food sales........ 3,664,000 3,444,000 9,607,000 8,282,000
------------ ------------ ------------ ------------
Total sales......... 103,832,000 103,069,000 299,415,000 287,128,000
Restaurant operating
expenses:
Cost of food sales.... 28,738,000 29,469,000 84,887,000 83,795,000
Cost of non-food
sales................ 3,217,000 3,193,000 8,356,000 7,090,000
Restaurant labor and
related costs........ 27,590,000 26,699,000 79,749,000 75,326,000
Occupancy............. 10,872,000 10,024,000 31,474,000 29,196,000
Depreciation and
amortization of
goodwill and
franchise agreements. 5,280,000 4,120,000 13,527,000 11,426,000
Advertising........... 5,323,000 5,855,000 16,020,000 15,270,000
Royalties............. 3,506,000 3,487,000 10,144,000 9,760,000
Other restaurant
operating expenses... 10,355,000 9,261,000 29,008,000 24,800,000
------------ ------------ ------------ ------------
Total restaurant
operating expenses. 94,881,000 92,108,000 273,165,000 256,663,000
General and
administrative
expenses............... 4,718,000 4,132,000 13,460,000 12,032,000
Other operating
expenses:
Depreciation expense-
office............... 195,000 280,000 686,000 802,000
Provision for
disposition of long-
lived assets......... 2,602,000 -- 2,744,000 --
Loss on disposal of
fixed assets......... 218,000 6,000 469,000 220,000
Management and
directors' fees...... 163,000 162,000 488,000 500,000
------------ ------------ ------------ ------------
Total other
operating expenses. 3,178,000 448,000 4,387,000 1,522,000
------------ ------------ ------------ ------------
Operating income........ 1,055,000 6,381,000 8,403,000 16,911,000
Other income (expense):
Interest expense...... (5,612,000) (5,213,000) (16,483,000) (15,187,000)
Amortization of
deferred costs....... (231,000) (235,000) (690,000) (681,000)
Other income--net .... 269,000 41,000 452,000 254,000
------------ ------------ ------------ ------------
Total other expense. (5,574,000) (5,407,000) (16,721,000) (15,614,000)
------------ ------------ ------------ ------------
Income (loss) before
income tax expense..... (4,519,000) 974,000 (8,318,000) 1,297,000
Income tax expense
(benefit).............. (1,806,000) 390,000 (3,326,000) 519,000
------------ ------------ ------------ ------------
Net income (loss)....... (2,713,000) 584,000 (4,992,000) 778,000
Preferred stock
dividends (cumulative,
undeclared)............ (156,000) (147,000) (462,000) (435,000)
Senior preferred stock
dividends.............. (1,521,000) (1,350,000) (4,438,000) (3,925,000)
Amortization of senior
preferred stock
issuance costs......... (30,000) (30,000) (89,000) (90,000)
------------ ------------ ------------ ------------
Loss available to common
stockholders........... $ (4,420,000) $ (943,000) $ (9,981,000) $ (3,672,000)
============ ============ ============ ============
Weighted average number
of shares outstanding--
basic and diluted...... 902,992 902,992 902,992 902,992
------------ ------------ ------------ ------------
Net loss per common
share--basic and
diluted................ $ (4.89) $ (1.04) $ (11.05) $ (4.07)
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Three Quarters Ended September 25, 2000 and the Fiscal Years Ended
December 27, 1999
and December 28, 1998
(unaudited)
<TABLE>
<CAPTION>
Additional Retained
Preferred Common Paid-In Earnings
Stock Stock Capital (Deficit) Total
--------- ------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
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)
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...... (5,325,000) (5,325,000)
Amortization of senior
preferred stock
issuance costs....... (119,000) (119,000)
Net income............ 817,000 817,000
--- ------ ----------- ------------ ------------
BALANCE--December 27,
1999................... 75 9,030 -- (13,452,105) (13,443,000)
Dividends on senior
preferred stock...... (4,438,000) (4,438,000)
Amortization of senior
preferred stock
issuance costs....... (89,000) (89,000)
Net loss.............. (4,992,000) (4,992,000)
--- ------ ----------- ------------ ------------
BALANCE--September 25,
2000................... $75 $9,030 $ -- $(22,971,105) $(22,962,000)
=== ====== =========== ============ ============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Quarters Ended September 25, 2000 and September 27, 1999
(unaudited)
<TABLE>
<CAPTION>
December 28, December 29,
1999 to 1998 to
September September
25, 2000 27, 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss).................................. $ (4,992,000) $ 778,000
Adjustments to reconcile net income (loss) to net
cash flows from operating activities:
Depreciation and amortization.................... 14,903,000 12,909,000
Deferred income taxes............................ (3,326,000) --
Provision for disposition of long-lived assets... 2,744,000 --
Loss on disposal of fixed assets................. 469,000 220,000
Changes in:
Accounts receivable............................ (500,000) 242,000
Inventories.................................... (1,408,000) (690,000)
Prepaid expenses............................... (1,922,000) (355,000)
Vendor incentives.............................. 20,244,000 --
Accounts payable, accrued and other long-term
liabilities................................... (6,970,000) 2,279,000
------------ ------------
Net cash flows from operating activities..... 19,242,000 15,383,000
Cash flows from investing activities:
Purchase of restaurant franchise agreements,
equipment and goodwill.......................... (3,689,000) (46,220,000)
Cash paid for franchise agreements............... (1,154,000) (561,000)
Cash paid for property and equipment............. (10,183,000) (8,470,000)
------------ ------------
Net cash flows used for investing activities. (15,026,000) (55,251,000)
Cash flows from financing activities:
Advances under line of credit.................... 5,975,000 45,280,000
Cash paid for financing costs.................... (235,000) --
Payments on short-term debt...................... (255,000) (2,157,000)
Payments on long-term debt and capital leases.... (614,000) (595,000)
------------ ------------
Net cash flows from financing activities..... 4,871,000 42,528,000
------------ ------------
Net change in cash and cash equivalents............ 9,087,000 2,660,000
Cash and cash equivalents--Beginning of year....... 14,754,000 10,591,000
------------ ------------
Cash and cash equivalents--End of quarter.......... $ 23,841,000 $ 13,251,000
------------ ------------
Supplemental disclosures of cash flow information:
Cash paid during the three quarters for interest. $ 15,096,000 $ 11,520,000
------------ ------------
Cash paid during the three quarters for income
taxes........................................... $ 411,000 $ 85,000
------------ ------------
Supplemental disclosure of noncash investing and
financing activities:
Senior preferred stock dividends................. $ 4,438,000 $ 3,925,000
Amortization of senior preferred stock issuance
costs........................................... 89,000 90,000
------------ ------------
Total........................................ $ 4,527,000 $ 4,015,000
============ ============
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation and Summary of Significant Accounting Policies
In our opinion, the accompanying unaudited consolidated financial statements
contain all of the adjustments necessary (consisting of normal and recurring
accruals) to present fairly our financial position as of September 25, 2000,
the results of operations for the quarter and three quarters ended September
25, 2000 and September 27, 1999 and cash flows for the three quarters ended
September 25, 2000 and September 27, 1999. These financial statements should
be read in conjunction with the Company's annual report on Form 10-K for the
fiscal year ended December 27, 1999 filed on March 21, 2000.
The results of operations for the quarter and three quarters ended September
25, 2000 and September 27, 1999 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.
Vendor Incentives--Incentives received from vendors are amortized over the
life of the vendor contract.
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 three quarters ended September 25, 2000 and
September 27, 1999 due to the antidilutive effect of the stock options and
warrants in the respective quarters.
Reclassifications--Certain information in the consolidated financial
statements for the quarter and three quarters ended September 27, 1999 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 us 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 in
fiscal year 2001. At September 25, 2000, we had no material derivative
instruments or hedging activities.
2. Acquisitions and Impairments
On March 23, 2000, we purchased 5 restaurants in the Chicago Metropolitan
area for approximately $3.6 million including transaction fees and acquisition
related expenditures.
Impairment tests of long-lived assets are made when conditions indicate a
possible loss. Such impairment tests are based upon a comparison of
undiscounted cash flows to the recorded value of the asset. If an impairment
is indicated, the asset value is written down to its discounted cash value,
using an appropriate discount rate. The Company incurred impairment losses
associated with its long-lived assets for $2.6 million and $0.1 million in the
third and second quarters of fiscal 2000, respectively.
7
<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 our dual-use facilities (of which we
currently have ten), as well as sales of promotional products at our
restaurants. On an annual basis, merchandise sales have contributed between
2.2% to 3.8% of total historical restaurant sales. Promotional products, which
account for the majority of merchandise sales, are generally sold at or near
cost.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
represents operating income plus depreciation and amortization and other
expenses. While EBITDA should not be construed as a substitute for operating
income or a better indicator of liquidity than cash flow from operating
activities, which are determined in accordance with generally accepted
accounting principles, EBITDA is included to provide additional information
with respect to our ability to meet our future debt service, capital
expenditure and working capital requirements. In addition, we believe that
certain investors find EBITDA to be a useful tool for measuring our ability to
service our debt. EBITDA is not necessarily a measure of our ability to fund
our cash needs. See the Consolidated Statements of Cash Flows and the related
notes to the Consolidated Financial Statements included herein.
We include in the comparable restaurant sales analysis discussed below only
those restaurants that have been in operation for a minimum of twelve months
(including pro forma sales for acquired restaurants). 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 September 25, 2000 Compared to Quarter ended September 27, 1999
Restaurant Sales. Total sales increased $0.7 million or 0.7% during the
quarter ended September 25, 2000, to $103.8 million, from $103.1 million
during the quarter ended September 27, 1999, due primarily to the inclusion of
the 5 and 59 restaurants purchased in 2000 and 1999, respectively. In
addition, we developed 16 and 10 restaurants in 2000 and 1999, respectively.
Newly acquired restaurants accounted for $1.4 million of the total increase in
sales for the quarter ended September 25, 2000, while new restaurant
development accounted for $3.8 million of the increase in sales for the
quarter ended September 25, 2000. Offsetting these increases were sales at the
comparable restaurants, including only those restaurants owned by us at
September 25, 2000, which decreased 4.6% for the quarter.
Restaurant Operating Expenses. Total restaurant operating expenses increased
$2.8 million, or 3.0% during the quarter ended September 25, 2000, to $94.9
million from $92.1 million in the quarter ended September 27, 1999. As a
percentage of total sales, restaurant operating expenses increased 2.1%, to
91.5% during the quarter ended September 25, 2000 from 89.4% during the
quarter ended September 27, 1999.
Cost of food sales decreased $0.7 million and decreased 0.9% as a percentage
of total sales to 27.7% during the quarter ended September 25, 2000 from 28.6%
during the quarter ended September 27, 1999. The decrease in cost of food
sales is the result of higher supplier rebates, partially offset by the
additional stores that were acquired and developed since the same quarter last
year. In addition, menu prices were increased during the latter part of 1999.
Cost of non-food sales was $3.2 million, or 3.1% of total sales for the
quarter ended September 25, 2000 and the quarter ended September 27, 1999.
Non-food promotional items are typically designed to drive customer traffic
into the restaurants.
Restaurant labor and related costs increased $0.9 million during the quarter
ended September 25, 2000, and increased 0.7% as a percentage of total sales to
26.6% during the quarter ended September 25, 2000 from 25.9% in the quarter
ended September 27, 1999. The increase in restaurant labor and related costs
was primarily
8
<PAGE>
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 $1.2 million during the quarter
ended September 25, 2000, to $5.3 million from $4.1 million in the quarter
ended September 27, 1999. As a percentage of total sales, depreciation and
amortization expense increased 1.1% to 5.1% in the quarter ended September 25,
2000 from 4.0% in the quarter ended September 27, 1999. The increase is due
primarily to the acceleration of depreciation on those assets which are being
replaced over the next 15 months in accordance with our leasehold improvement
obligations from the funding we received from our soft drink suppliers, as
well as the increase in goodwill amortization resulting from the newly
acquired restaurants.
Occupancy and other restaurant operating expenses including advertising and
royalties increased $1.4 million during the quarter ended September 25, 2000
and increased 1.2% as a percentage of total sales to 29.0% in the quarter
ended September 25, 2000 from 27.8% in the quarter ended September 27, 1999.
This increase is primarily due to the inclusion of newly acquired and
developed restaurants, additional operating leases related to the new Frozen
Coke machines and new Point of Sales devices purchased in 1999, as well as
higher repair and maintenance expenses. In addition, we recorded pre-opening
costs relative to new restaurant developments in other expense which were $0.3
million for the quarters ended September 25, 2000 and September 27, 1999.
General and Administrative Expenses. General and administrative expenses
increased $0.6 million to $4.7 million during the quarter ended September 25,
2000 and increased 0.5% as a percent of total sales to 4.5% during the quarter
ended September 25, 2000 from 4.0% during the quarter ended September 27,
1999. The increase in general and administrative expenses is due to staff
increases and related costs associated with the newly acquired and developed
restaurants.
Other Operating Expenses. Other operating expenses increased $2.7 million to
$3.2 million during the quarter ended September 25, 2000 from $0.5 million for
the quarter ended September 27, 1999. The increase in other operating expenses
is due to the impairment of long-lived assets and goodwill related to fifteen
restaurants.
Other Income (Expense). Other income (expense) increased $0.2 million during
the quarter ended September 25, 2000 to $5.6 million from $5.4 million in the
quarter ended September 27, 1999. The increase in other income (expense) is
due to higher interest expense related to the increased borrowings under the
line of credit due to the 2000 and 1999 acquisitions, as well as higher
interest rates than experienced during the same time period last year.
EBITDA. As defined in Item 2, EBITDA decreased $1.4 million to $9.8 million
for the quarter ended September 25, 2000 from $11.2 million for the quarter
ended September 27, 1999. As a percentage of total sales, EBITDA decreased
1.5%, to 9.4% for the quarter ended September 25, 2000 from 10.9% for the
quarter ended September 27, 1999. The decline in EBITDA is the result of the
factors discussed above.
Three Quarters ended September 25, 2000 Compared to Three Quarters ended
September 27, 1999
Restaurant Sales. Total sales increased $12.3 million or 4.3% during the
three quarters ended September 25, 2000, to $299.4 million, from $287.1
million during the three quarters ended September 27, 1999, due primarily to
the inclusion of the 5 and 59 restaurants purchased in 2000 and 1999,
respectively. In addition, the Company developed 16 and 10 restaurants in 2000
and 1999 respectively. Newly acquired restaurants accounted for $10.1 million
of the total increase in restaurant sales, while new restaurant development
accounted for $9.0 million of the increase in sales. Offsetting these
increases were sales at the comparable restaurants, including only those
restaurants owned by the Company at September 25, 2000, which decreased 3.2%
for the three quarters ended September 25, 2000.
Restaurant Operating Expenses. Total restaurant operating expenses increased
$16.5 million, or 6.4% during the three quarters ended September 25, 2000, to
$273.2 million from $256.7 million during the three
9
<PAGE>
quarters ended September 27, 1999. As a percentage of sales, restaurant
operating expenses increased 1.8%, to 91.2% during the three quarters ended
September 25, 2000 from 89.4% during the three quarters ended September 27,
1999.
Cost of food sales increased $1.1 million to $84.9 million and decreased
0.8% as a percentage of sales to 28.4% during the three quarters ended
September 25, 2000 from 29.2% during the three quarters ended September 27,
1999. The increase in cost of food sales is the result of an increase in the
number of stores that have been acquired and developed since the same quarter
last year, partially offset by higher supplier rebates. In addition, menu
prices were increased during the latter part of 1999.
Cost of non-food sales increased $1.3 million during the three quarters
ended September 25, 2000, and increased 0.3% as a percentage of sales to 2.8%
during the three quarters ended September 25, 2000 from 2.5% during the three
quarters ended September 27, 1999. The increase in cost of non-food sales is
the result of an increase in the number of stores that have been acquired and
developed since the same quarter last year. The percentage increase in cost of
non-food sales is a direct result of the increase in non-food sales. Non-food
promotional items are typically designed to drive customer traffic into the
restaurants.
Restaurant labor and related costs increased $4.4 million to $79.7 million
during the three quarters ended September 25, 2000, and increased 0.4% as a
percentage of total sales to 26.6% during the three quarters ended September
25, 2000 from 26.2% during the three quarters ended September 27, 1999. 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 $2.1 million during the three
quarters ended September 25, 2000, to $13.5 million from $11.4 million during
the three quarters ended September 27, 1999. As a percentage of sales,
depreciation and amortization expense increased 0.5% to 4.5% during the three
quarters ended September 25, 2000 from 4.0% during the three quarters ended
September 27, 1999. The increase is due primarily to the acceleration of
depreciation on those assets which are being replaced over the next 15 months
in accordance with our leasehold improvement obligations from the funding we
received from our soft drink suppliers, as well as the increase in goodwill
amortization resulting from the newly acquired restaurants.
Occupancy and other restaurant operating expenses including advertising and
royalties increased $7.6 million to $86.6 million during the three quarters
ended September 25, 2000 and increased 1.4% as a percentage of sales to 28.9%
during the three quarters ended September 25, 2000 from 27.5% during the three
quarters ended September 27, 1999. This increase is primarily due to the
inclusion of newly acquired and developed restaurants, additional operating
leases related to the new Frozen Coke machines and new Point of Sales devices
purchased in 1999, as well as higher repair and maintenance expenses. In
addition, we recorded pre-opening costs relative to new restaurant
developments in other expense which were $0.6 million and $0.7 million for the
three quarters ended September 25, 2000 and September 27, 1999, respectively.
General and Administrative Expenses. General and administrative expenses
increased $1.4 million to $13.5 million during the three quarters ended
September 25, 2000 and increased 0.3% as a percent of sales to 4.5% during the
three quarters ended September 25, 2000 from 4.2% during the three quarters
ended September 27, 1999. The increase in general and administrative expenses
is due to staff increases and related costs associated with the newly acquired
and developed restaurants.
Other Operating Expenses. Other operating expenses increased $2.9 million to
$4.4 million during the three quarters ended September 25, 2000 from $1.5
million for the three quarters ended September 27, 1999. The increase in other
operating expenses is due to a provision for impairment of long-lived assets
and goodwill of $2.7 million for the three quarters ended September 25, 2000,
as well as an increase in disposal of fixed assets related to our leasehold
improvement obligations with our soft drink suppliers.
10
<PAGE>
Other Income (Expense). Other income (expense) increased $1.1 million during
the three quarters ended September 25, 2000 to $16.7 million from $15.6
million during the three quarters ended September 27, 1999. The increase in
other income (expense) is due to higher interest expense related to the
increased borrowings under the line of credit due to the 2000 and 1999
acquisitions, as well as higher interest rates than experienced during the
same time period last year.
EBITDA. As defined in Item 2, EBITDA decreased $3.6 million to $26.9 million
for the three quarters ended September 25, 2000 from $30.5 million for the
three quarters ended September 27, 1999. As a percentage of total sales,
EBITDA decreased 1.6%, to 9.0% for the three quarters ended September 25, 2000
from 10.6% for the three quarters ended September 27, 1999. The decline in
EBITDA is a result of the factors discussed above.
Liquidity and Capital Resources
Net cash flows from operating activities increased $3.8 million during the
three quarters ended September 25, 2000, to $19.2 million, from $15.4 million
during the three quarters ended September 27, 1999. The increase is primarily
due to vendor incentives, less general decreases in working capital other than
cash, as well as an increase in depreciation and amortization, offset by the
net loss. We received two installments of vendor incentives from our soft
drink suppliers totaling approximately $20.0 million. Both payments were
approximately $10.0 million each, and were received in February 2000 and
August 2000. These vendor incentives are being amortized over 10 years. In
return for receipt of these monies, we are obligated to make certain leasehold
improvements to existing stores. We currently plan to make these improvements
over the next two years.
Capital spending for the three quarters ended September 25, 2000 was $15.0
million of which $3.7 million included transaction fees and related
expenditures for the acquisition of 5 restaurants in the Chicago Metropolitan
area. The remaining capital expenditures were for the development of 16 new
restaurants during the three quarters ended September 25, 2000 and significant
investments in new technologies to improve store reporting and company
communication capabilities. We incurred impairment losses for long-lived
assets related to store performance in the amount of $0.1 million and $2.6
million in the second and third quarters of fiscal 2000, respectively.
During the three quarters ended September 25, 2000, borrowings of $6.0
million were incurred, which included $3.0 million for the acquisition of 5
restaurants in the Chicago Metropolitan area. The remainder of the borrowings
related to new restaurant development, existing restaurants and corporate
infrastructure additions. During fiscal 2000, we were in negotiations with
prospective investors to invest up to $100 million in preferred stock. The
terms requested by some of the proposed investors were not acceptable to the
Company and negotiations ceased. Management continues to consider alternatives
to its current financing position.
The Company budgets approximately $400,000 for the development of each of
our new restaurants. Anticipated spending is approximately an additional $6.0
to $9.0 million annually for other capital expenditures. The actual amount of
our 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 our operations are conducted exclusively through our wholly
owned subsidiaries. Our only significant assets are the capital stock of our
subsidiaries. As a holding company, our cash flow, our ability to meet our
debt service requirements and our ability to pay cash dividends on the Senior
Preferred Stock are dependent upon the earnings of our subsidiaries
11
<PAGE>
and their ability to declare dividends or make other intercompany transfers to
us. Under the terms of the indenture pursuant to which the Senior Notes were
offered (the "Indenture"), our 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 our
obligations, including our obligations under the Senior Notes, the Senior
Preferred Stock and any 13% Subordinated Exchange Debentures due 2008 (the
"Exchange Debentures") we may exchange pursuant to the Indenture. The
Indenture restricts, among other things, our and our 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 our assets. In addition, (i) our Amended and Restated
Credit Agreement (as defined) with the BankBoston, N.A. and other lenders
thereto contains other and more restrictive covenants and prohibits our
subsidiaries from declaring dividends or making other intercompany transfers
to us in certain circumstances and (ii) agreements reached with BKC contain
restrictions with respect to dividend payments and intercompany loans.
We currently have short-term restrictions on additional borrowings under our
line of credit agreement as defined in the Indenture. However, we believe that
available cash on hand will be sufficient to cover our working capital,
capital expenditures, planned development and debt service requirements for
the remainder of fiscal 2000 and fiscal 2001. We are currently in compliance
with our debt covenants, however, we may not be in compliance by the end of
the fourth quarter if current operating performance continues. We are
currently reviewing all areas to improve operating performance and maintain
compliance with debt covenants. Such reviews will include a revised assessment
of existing and planned new restaurant development, as well as, refined short-
term forecasts of operating performance applying current sales trends and
management initiatives.
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 $121.6 million at September 25,
2000. Of this balance, the BankBoston revolver comprised $118.8 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 $1.2 million bearing an interest rate of 2.75% above
FAC's program rate, and the 1998 FAC Note comprised $1.6 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 $0.6 million. The Company does not hold any market risk
sensitive financial instruments for trading purposes.
12
<PAGE>
PART II
Item 6. Exhibits, Financial Statement Schedules
Exhibits
The following exhibits are filed as part of this report.
11 Statement Re: Computation of Earnings Per Share
12 Statement Re: Computation of Ratios
27 Financial Data Schedule
Reports on Form 8-K
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Westchester, State of
Illinois.
Ameriking, Inc.
_________________________________ _________________________________
Date Lawrence E. Jaro
Managing Owner, Chairman and
Chief Executive Officer
_________________________________ _________________________________
Date Joel Aaseby
Chief Financial Officer, Corporate
Secretary and
Director (Principal Financial and
Accounting Officer)
12
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Descriprtion Page
------- ------------ --------
<S> <C> <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 Descriprtion Page
------- ------------ --------
<S> <C> <C>
2.12++ PURCHASE AGREEMENT, DATED NOVEMBER 21, 1995, BY AND AMONG QSC,
INC., THE SHAREHOLDERS OF QSC, INC. AND AMERIKING TENNESSEE
CORPORATION I (Filed as exhibit 2.12 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)................................................
2.13++ PURCHASE AGREEMENT, DATED NOVEMBER 21, 1995, BY AND AMONG RO-
LANK, INC., THE SHAREHOLDERS OF RO-LANK, INC. AND AMERIKING
TENNESSEE CORPORATION I (Filed as exhibit 2.13 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference).............................
2.14++ PURCHASE AND SALE AGREEMENT, DATED NOVEMBER 30, 1995, BY AND
AMONG C&N DINING, INC. AND AFFILIATES AND AMERIKING VIRGINIA
CORPORATION I (Filed as exhibit 2.14 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)................................................
2.15++ AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT, DATED FEBRUARY
7, 1996, BY AND AMONG C&N DINING, INC. AND AFFILIATES AND AMERIKING
VIRGINIA CORPORATION I (Filed as exhibit 2.15 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference).......................................
2.16++ ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN THIRTY-
FORTY, INC. AND AMERIKING CINCINNATI CORPORATION I (Filed as exhibit 2.16
to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference)..................................................................................
2.17++ ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN
HOUSTON, INC. AND AMERIKING CINCINNATI CORPORATION I (Filed as exhibit
2.17 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference)..................................................................................
2.18++ ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN FIFTH &
RACE, INC. AND AMERIKING CINCINNATI CORPORATION I (Filed as exhibit 2.18 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference.....
2.19 ASSET PURCHASE AGREEMENT among F&P ENTERPRISES, INC., THE
SHAREHOLDERS OF F&P ENTERPRISES, INC. and NATIONAL RESTAURANT
ENTERPRISES, INC. (Filed as exhibit 2.19 to AmeriKing's Form 10-Q for the quarter ended
March 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 Descriprtion Page
------- ------------ --------
<S> <C> <C>
2.23 AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT dated June 16, 1997
Among F&P ENTERPRISES, INC., THE SHAREHOLDERS OF F&P ENTERPRISES, INC.
AND NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.23 to
AmeriKing's Current Report on Form 8-K filed on July 14, 1997 and incorporated herein by
reference).................................................................................. *
2.24 AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT dated June 16, 1997
among F&P ENTERPRISES, INC., THE SHAREHOLDERS OF F&P ENTERPRISES, INC.
AND NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.24 to
AmeriKing's Current Report on Form 8-K filed on July 14, 1997 and incorporated herein by
reference).................................................................................. *
2.25 AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT dated June 16, 1997
among NORTH FOODS, INC., THE SHAREHOLDERS OF NORTH FOODS, INC. AND
NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.25 to AmeriKing's
Current Report on Form 8-K filed on July 14, 1997 and incorporated herein by reference)..... *
2.26 AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT dated June 16, 1997
among NORTH FOODS, INC., THE SHAREHOLDERS OF NORTH FOODS, INC. AND
NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.26 to AmeriKing's
Current Report on Form 8-K filed on July 14, 1997 and incorporated herein by reference)..... *
2.27 REAL ESTATE PURCHASE AGREEMENT dated March 7, 1997 among T&B LEASING,
THOMAS FICKLING AND WILLIAM PRENTICE (the ''PARTNERS''), AND CASTLE
PROPERTIES, LLC. (Filed as exhibit 2.27 to AmeriKing's Current Report on Form 8-K filed
on July 14, 1997 and incorporated herein by reference)...................................... *
2.28 AMENDMENT NO. 1 TO THE REAL ESTATE PURCHASE AGREEMENT dated April 8,
1997 among T&B LEASING, THOMAS FICKLING AND WILLIAM PRENTICE (the
''PARTNERS'') AND CASTLE PROPERTIES, LLC. (Filed as exhibit 2.28 to AmeriKing's
Current Report on Form 8-K filed on July 14, 1997 and incorporated herein by reference)..... *
2.29 AMENDMENT NO. 2 TO THE REAL ESTATE PURCHASE AGREEMENT dated June 16,
1997 among T&B LEASING, THOMAS FICKLING AND WILLIAM PRENTICE (the
''PARTNERS''),CASTLE PROPERTIES, LLC AND NATIONAL RESTAURANT
ENTERPRISES, INC. (Filed as exhibit 2.29 to AmeriKing's Current Report on Form 8-K
filed on July 14, 1997 and incorporated herein by reference)................................ *
2.30 AMENDMENT NO. 3 TO THE REAL ESTATE PURCHASE AGREEMENT dated June 16,
1997 among T&B LEASING, THOMAS FICKLING AND WILLIAM PRENTICE,
INVESTORS TITLE EXCHANGE CORPORATION, AND NATIONAL RESTAURANT
ENTERPRISES, INC. (Filed as exhibit 2.30 to AmeriKing's Current Report on Form 8-K
filed on July 14, 1997 and incorporated herein by reference)................................ *
2.31 REAL ESTATE PURCHASE AGREEMENT dated March 7, 1997 among W&W
INVESTMENTS LIMITED PARTNERSHIP, THOMAS FICKLING AND WILLIAM
PRENTICE (the ''GENERAL PARTNERS''), AND CASTLE PROPERTIES, LLC. (Filed
as exhibit 2.31 to AmeriKing's Current Report on Form 8-K filed on July 14, 1997 and
incorporated herein by reference)........................................................... *
2.32 AMENDMENT NO. 1 TO THE REAL ESTATE PURCHASE AGREEMENT dated April 8,
1997 among W&W INVESTMENTS LIMITED PARTNERSHIP, THOMAS FICKLING
AND WILLIAM PRENTICE (the ''PARTNERS'') AND CASTLE PROPERTIES, LLC.
(Filed as exhibit 2.32 to AmeriKing's Current Report on Form 8-K filed on July 14, 1997
and incorporated herein by reference)....................................................... *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Descriprtion Page
------- ------------ --------
<S> <C> <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)............................. *
4.7 STOCK OPTION AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN
AMERIKING AND DONALD STAHURSKI (Filed as exhibit 4.7 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Descriprtion Page
------- ------------ --------
<S> <C> <C>
4.8 WARRANT AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN AMERIKING
AND THE FIRST NATIONAL BANK OF BOSTON (Filed as exhibit 4.8 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
4.9 COMMON STOCK PURCHASE WARRANT, DATED SEPTEMBER 1, 1994, BETWEEN
AMERIKING AND BANCBOSTON INVESTMENTS INC. (Filed as exhibit 4.9 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
4.10 FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT, DATED
NOVEMBER 30, 1994 (Filed as exhibit 4.10 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)............................................ *
4.11 SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT, DATED
FEBRUARY 7, 1996 (Filed as exhibit 4.11 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)................................................ *
4.12 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM AMERIKING
TO JZ EQUITY PARTNERS PLC (f/n/a 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 JZ EQUITY PARTNERS PLC (f/n/a MCIT PLC) (Filed as
exhibit 4.13 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein *
by reference)...............................................................................
4.14 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM AMERIKING
TO JARO ENTERPRISES, INC. IN THE AGGREGATE PRINCIPAL AMOUNT OF
$1,224,000 (Filed as exhibit 4.14 to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)....................................................... *
4.15 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM AMERIKING
TO JARO RESTAURANTS, INC. IN THE AGGREGATE PRINCIPAL AMOUNT OF
$112,000 (Filed as exhibit 4.15 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................... *
4.16 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM AMERIKING
TO JB RESTAURANTS, INC. IN THE AGGREGATE PRINCIPAL AMOUNT OF
$2,019,000 (Filed as exhibit 4.16 to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)....................................................... *
4.17 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM AMERIKING
TO CASTLEKING, INC. IN THE AGGREGATE PRINCIPAL AMOUNT OF $385,769
(Filed as exhibit 4.17 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................... *
4.18 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM AMERIKING
TO WHITE-OSBORN RESTAURANTS, INC. IN THE AGGREGATE PRINCIPAL
AMOUNT OF $659,231 (Filed as exhibit 4.18 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)............................................ *
4.19 SECURITIES PURCHASE AGREEMENT, DATED NOVEMBER 30, 1994, BETWEEN
AMERIKING AND BANCBOSTON INVESTMENTS, INC. (Filed as exhibit 4.19 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
4.20 COMMON STOCK PURCHASE WARRANT, DATED NOVEMBER 30, 1994, BETWEEN
AMERIKING AND BANCBOSTON INVESTMENTS, INC. (Filed as exhibit 4.20 to *
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference)....
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Descriprtion Page
------- ------------ --------
<S> <C> <C>
4.21 JUNIOR SUBORDINATED NOTE, DATED NOVEMBER 30, 1994, FROM AMERIKING
TO BANCBOSTON INVESTMENTS, INC. IN THE AGGREGATE PRINCIPAL
AMOUNT OF $600,000 (Filed as exhibit 4.21 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)............................................ *
4.22 SECURED PROMISSORY NOTE, DATED NOVEMBER 21, 1995, FROM AMERIKING
TENNESSEE CORPORATION I TO BKC IN THE AGGREGATE PRINCIPAL AMOUNT
OF $6,920,700 (Filed as exhibit 4.22 to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)....................................................... *
4.23 AMENDMENT TO SECURED PROMISSORY NOTE, DATED MAY 21, 1996, FROM
AMERIKING TENNESSEE CORPORATION I TO BKC IN THE AGGREGATE
PRINCIPAL AMOUNT OF $6,093,067 (Filed as exhibit 4.23 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference)............................. *
4.24 GUARANTY, DATED NOVEMBER 21, 1995, FROM LAWRENCE JARO AND
WILLIAM OSBORN TO BKC (Filed as exhibit 4.24 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)....................................... *
4.25 RATIFICATION OF GUARANTY, MAY 21, 1996, FROM LAWRENCE JARO AND
WILLIAM OSBORN TO BKC (Filed as exhibit 4.25 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)....................................... *
4.26 PROMISSORY NOTE, DATED NOVEMBER 29, 1995, FROM AMERIKING
COLORADO CORPORATION I TO FRANCHISE ACCEPTANCE CORPORATION
LIMITED IN THE AGGREGATE PRINCIPAL AMOUNT OF $1,865,000 (Filed as exhibit
4.26 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference).................................................................................. *
4.27 AMENDMENT TO PROMISSORY NOTE, DATED DECEMBER 14, 1995, FROM
AMERIKING COLORADO CORPORATION I TO FRANCHISE ACCEPTANCE
CORPORATION LIMITED (Filed as exhibit 4.27 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)....................................... *
4.28 COMMON STOCK PURCHASE WARRANT, DATED FEBRUARY 7, 1996, FROM
AMERIKING TO PMI MEZZANINE FUND, L.P. (Filed as exhibit 4.28 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
4.29 SENIOR SUBORDINATED NOTE, DATED FEBRUARY 7, 1996, FROM ENTERPRISES
TO PMI MEZZANINE FUND, L.P IN THE AGGREGATE PRINCIPAL AMOUNT OF
$15,000,000. (Filed as exhibit 4.29 to AmeriKing's Registration Statement (No. 333-04261) *
and incorporated herein by reference).......................................................
4.30 SUBORDINATED GUARANTY, DATED FEBRUARY 7, 1996, FROM AMERIKING
VIRGINIA CORPORATION I AND AMERIKING CINCINNATI CORPORATION I TO
PMI MEZZANINE FUND, L.P. (Filed as exhibit 4.30 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)....................................... *
4.31 SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE, DATED
FEBRUARY 7, 1996, FROM ENTERPRISES TO THE FIRST NATIONAL BANK OF
BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON SCHEDULE 1
THERETO, AND THE FIRST NATIONAL BANK OF BOSTON, AS AGENT (Filed as
exhibit 4.31 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein
by reference)............................................................................... *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- --------
<S> <C> <C>
4.32 SECOND AMENDED AND RESTATED TERM LOAN A NOTE, DATED FEBRUARY 7,
1996, FROM ENTERPRISES TO THE FIRST NATIONAL BANK OF BOSTON, THE
OTHER LENDING INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE
FIRST NATIONAL BANK OF BOSTON, AS AGENT (Filed as exhibit 4.32 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
4.33 SECOND AMENDED AND RESTATED TERM LOAN B NOTE, DATED FEBRUARY 7,
1996, FROM ENTERPRISES TO THE FIRST NATIONAL BANK OF BOSTON, THE
OTHER LENDING INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE
FIRST NATIONAL BANK OF BOSTON, AS (Filed as exhibit 4.33 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
4.34 LIMITED GUARANTY, DATED SEPTEMBER 1, 1994, FROM AMERIKING TO THE
FIRST NATIONAL BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS
LISTED ON SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
BOSTON, AS AGENT (Filed as exhibit 4.34 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)............................................ *
4.35 GUARANTY, DATED FEBRUARY 7, 1996, FROM AMERIKING VIRGINIA
CORPORATION I AND AMERIKING CINCINNATI CORPORATION I TO THE FIRST
NATIONAL BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON
SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF BOSTON, AS
AGENT (Filed as exhibit 4.35 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................... *
4.36 UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE, DATED
FEBRUARY 7, 1996, FROM ENTERPRISES TO FFCA ACQUISITION CORPORATION
(Filed as exhibit 4.36 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................... *
4.37 FORM OF AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT FROM
AMERIKING TO PMI MEZZANINE FUND, L.P........................................................ *
4.38 INDENTURE BETWEEN AMERIKING AND TRUSTEE WITH RESPECT TO SENIOR
NOTES (Filed as exhibit 4.38 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................... *
4.39 FORM OF SENIOR NOTES (ATTACHED TO EXHIBIT 4.38)............................................. *
4.40 INDENTURE BETWEEN AMERIKING AND TRUSTEE WITH RESPECT TO
EXCHANGE DEBENTURES (Filed as exhibit 4.40 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)....................................... *
4.41 INTENTIONALLY OMITTED....................................................................... *
4.42 FORM OF EXCHANGE DEBENTURES (ATTACHED TO EXHIBIT 4.40)...................................... *
4.43 PROMISSORY NOTE, DATED JULY 18, 1996, FROM AMERIKING TENNESSEE
CORPORATION I TO FRANCHISE ACCEPTANCE CORPORATION LIMITED IN THE
AGGREGATE PRINCIPAL AMOUNT OF $6,100,000 (Filed as exhibit 4.43 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
4.44 CERTIFICATE OF DESIGNATION RELATING TO THE SENIOR PREFERRED STOCK
(Filed as exhibit 4.44 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................... *
4.45 PROMISSORY NOTE, DATED JULY 18, 1996, FROM AMERIKING TENNESSEE
CORPORATION I TO FRANCHISE ACCEPTANCE CORPORATION LIMITED IN THE
AGGREGATE PRINCIPAL AMOUNT OF $900,000 (Filed as exhibit 4.45 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- --------
<S> <C> <C>
4.46 AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT BY AND AMONG
AMERIKING, SCOTT VASATKA AND DONALD STAHURSKI (Filed as exhibit 4.46 to
AmeriKing's Form 10-K for the year ended December 30, 1996 and incorporated herein by
reference).................................................................................. *
4.47 AMENDMENT NO.1 TO MANAGEMENT SUBSCRIPTION AGREEMENT (Filed as
exhibit 4.47 to AmeriKing's Form 10-K for the year ended December 30, 1996 and
incorporated herein by reference)........................................................... *
9.1 JARO PROXY AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND AMONG
LAWRENCE JARO, TABOR RESTAURANT ASSOCIATES, INC., JARO
ENTERPRISES, INC., JARO RESTAURANTS, INC. AND JB RESTAURANTS, INC.
(Filed as exhibit 9.1 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................... *
9.2 OSBORN PROXY AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND AMONG
WILLIAM OSBORN, CASTLEKING, INC., OSBURGER, INC. AND WHITE-OSBORN,
INC. (Filed as exhibit 9.2 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................... *
10.1 SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN
AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG AMERIKING,
ENTERPRISES, THE FIRST NATIONAL BANK OF BOSTON, THE OTHER LENDING
INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE FIRST NATIONAL
BANK OF BOSTON, AS AGENT (Filed as exhibit 10.1 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference)............................. *
10.2 SECURITY AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND AMONG
ENTERPRISES AND THE FIRST NATIONAL BANK OF BOSTON, THE OTHER
LENDING INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE FIRST
NATIONAL BANK OF BOSTON, AS AGENT (Filed as exhibit 10.2 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
10.3 AMENDMENT TO SECURITY AGREEMENT, DATED FEBRUARY 7, 1996, BY AND
AMONG ENTERPRISES AND THE FIRST NATIONAL BANK OF BOSTON, THE
OTHER LENDING INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE
FIRST NATIONAL BANK OF BOSTON, AS AGENT (Filed as exhibit 10.3 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
10.4 STOCK PLEDGE AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND AMONG
AMERIKING AND THE FIRST NATIONAL BANK OF BOSTON, THE OTHER
LENDING INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE FIRST
NATIONAL BANK OF BOSTON, AS AGENT (Filed as exhibit 10.4 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
10.5 AMENDMENT TO STOCK PLEDGE AGREEMENT, DATED FEBRUARY 7, 1996, BY
AND AMONG AMERIKING AND THE FIRST NATIONAL BANK OF BOSTON, THE
OTHER LENDING INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE
FIRST NATIONAL BANK OF BOSTON AS AGENT (Filed as exhibit 10.5 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
10.6 SECURITY AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG
AMERIKING VIRGINIA CORPORATION I, AMERIKING CINCINNATI
CORPORATION I AND THE FIRST NATIONAL BANK OF BOSTON (Filed as exhibit
10.6 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference).................................................................................. *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- --------
<S> <C> <C>
10.7 STOCK PLEDGE AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG
ENTERPRISES, AMERIKING VIRGINIA CORPORATION I, AMERIKING CINCINNATI
CORPORATION I AND THE FIRST NATIONAL BANK OF BOSTON (Filed as exhibit
10.7 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference).................................................................................. *
10.8 AMENDED AND RESTATED PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996,
BETWEEN AMERIKING AND JZ EQUITY PARTNERS PLC (f/n/a 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
JZ EQUITY PARTNERS PLC (f/n/a 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, JZ EQUITY PARTNERS PLC (f/n/a MCIT PLC) AND AMERIKING (Filed as exhibit 10.10 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
10.11 AMENDMENT AND CONSENT NO. 1 TO SECURITIES PURCHASE AGREEMENT,
DATED FEBRUARY 7, 1996, BETWEEN AMERIKING AND BANCBOSTON
INVESTMENTS, INC. (Filed as exhibit 10.11 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)............................................ *
10.12 INTERCREDITOR AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG
BKC, AMERIKING VIRGINIA CORPORATION I, AMERIKING CINCINNATI
CORPORATION I, LAWRENCE JARO, WILLIAM OSBORN, GARY HUBERT,
ENTERPRISES, AMERIKING AND THE FIRST NATIONAL BANK OF BOSTON (Filed
as exhibit 10.12 to AmeriKing's Registration Statement (No. 333-04261) and incorporated
herein by reference)........................................................................ *
10.13 STOCK PLEDGE AGREEMENT, DATED NOVEMBER 21, 1995, BETWEEN
ENTERPRISES AND BKC (Filed as exhibit 10.13 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)....................................... *
10.14 RATIFICATION OF STOCK PLEDGE AGREEMENT, DATED MAY 21, 1996,
BETWEEN ENTERPRISES AND BKC (Filed as exhibit 10.14 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference)............................. *
10.15 STOCK PLEDGE AGREEMENT, DATED NOVEMBER 21, 1995, BETWEEN
ENTERPRISES AND THE FIRST NATIONAL BANK OF BOSTON, THE OTHER
LENDING INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE FIRST
NATIONAL BANK OF BOSTON, AS AGENT (Filed as exhibit 10.15 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
10.16 NOTE PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG
AMERIKING, ENTERPRISES AND PMI MEZZANINE FUND, L.P. (Filed as exhibit 10.16
to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference). *
10.17 FORM OF AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT, BY AND
AMONG AMERIKING, ENTERPRISES AND PMI MEZZANINE FUND, L.P.................................... *
10.18 SUBORDINATION AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG
AMERIKING, ENTERPRISES, AMERIKING VIRGINIA CORPORATION I,
AMERIKING CINCINNATI CORPORATION I, AMERIKING TENNESSEE
CORPORATION I, AMERIKING COLORADO CORPORATION I, LAWRENCE JARO,
WILLIAM OSBORN, GARY HUBERT AND BKC (Filed as exhibit 10.18 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- --------
<S> <C> <C>
10.19 SALE-LEASEBACK AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG
AMERIKING VIRGINIA CORPORATION I, AMERIKING TENNESSEE
CORPORATION I AND FFCA ACQUISITION CORPORATION (Filed as exhibit 10.19 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
10.20 LEASE, DATED FEBRUARY 7, 1996, BY AND AMONG AMERIKING VIRGINIA
CORPORATION I, AMERIKING TENNESSEE CORPORATION I AND FFCA
ACQUISITION CORPORATION (Filed as exhibit 10.20 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference)............................. *
10.21 FORM OF FRANCHISE AGREEMENT BETWEEN BKC AND FRANCHISEE (Filed as
exhibit 10.21 to AmeriKing's Registration Statement (No. 333-04261) and incorporated
herein by reference)........................................................................ *
10.22 SCHEDULE OF AMERIKING FRANCHISE AGREEMENTS (Filed as exhibit 10.22 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
10.23 FORM OF LEASE AGREEMENT BETWEEN BKC AND LESSEE (Filed as exhibit 10.23
to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference).................................................................................. *
10.24 SCHEDULE OF AMERIKING LEASE AGREEMENTS (Filed as exhibit 10.24 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
10.25 FORM OF GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGEMENT OF BKC
FRANCHISE AGREEMENT (Filed as exhibit 10.25 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)....................................... *
10.26 FORM OF GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGMENT OF BKC
LEASE AGREEMENT (Filed as exhibit 10.26 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)............................................ *
10.27 CAPITAL EXPENDITURE AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND
AMONG AMERIKING, ENTERPRISES AND BKC (Filed as exhibit 10.27 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
10.28 CAPITAL EXPENDITURE AGREEMENT, DATED NOVEMBER 21, 1995, BY AND
AMONG ENTERPRISES, AMERIKING TENNESSEE CORPORATION I AND BKC
(Filed as exhibit 10.28 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................... *
10.29 LETTER AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN ENTERPRISES AND
BKC (Filed as exhibit 10.29 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................... *
10.30 NAPARLO DEVELOPMENT AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN
AMERIKING VIRGINIA CORPORATION I AND JOSEPH J. NAPARLO (Filed as exhibit
10.30 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference).................................................................................. *
10.31 MANAGEMENT CONSULTING AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND
AMONG TJC MANAGEMENT CORPORATION, AMERIKING AND ENTERPRISES
(Filed as exhibit 10.31 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................... *
10.32 INTENTIONALLY OMITTED....................................................................... *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- --------
<S> <C> <C>
10.33 INTERCOMPANY MANAGEMENT CONSULTING AGREEMENT, DATED
SEPTEMBER 1, 1994 BETWEEN ENTERPRISES AND AMERIKING (Filed as exhibit
10.33 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference).................................................................................. *
10.34 AMENDED AND RESTATED TAX SHARING AGREEMENT, DATED FEBRUARY 7,
1996, BETWEEN ENTERPRISES AND AMERIKING (Filed as exhibit 10.34 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
10.35 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEPTEMBER 1,
1994, BETWEEN LAWRENCE JARO AND ENTERPRISES (Filed as exhibit 10.35 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
10.36 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEPTEMBER 1,
1994, BETWEEN WILLIAM OSBORN AND ENTERPRISES (Filed as exhibit 10.36 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
10.37 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEPTEMBER 1,
1994, BETWEEN GARY HUBERT AND ENTERPRISES (Filed as exhibit 10.37 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
10.38 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEPTEMBER 1,
1994, BETWEEN JOEL AASEBY AND ENTERPRISES (Filed as exhibit 10.38 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
10.39 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEPTEMBER 1,
1994, BETWEEN SCOTT VASATKA AND ENTERPRISES (Filed as exhibit 10.39 to
AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by reference).... *
10.40 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED MAY 1, 1997,
BETWEEN AUGUSTUS F. HOTHORN AND NATIONAL RESTAURANT
ENTERPRISES, INC. (Filed as exhibit 10.40 to AmeriKing's Form 10-Q for the three quarters
ended September 29, 1997 and incorporated herein by reference) . *
10.41 FORM OF INDEMNIFICATION AGREEMENT BY AND AMONG AMERIKING AND
EACH OF THE SIGNATORIES TO THIS REGISTRATION STATEMENT (Filed as exhibit
10.41 to AmeriKing's Registration Statement (No. 333-04261) and incorporated herein by
reference).................................................................................. *
10.42 INTENTIONALLY OMITTED.......................................................................
10.43 INTENTIONALLY OMITTED.......................................................................
10.44 LEASE AGREEMENT FOR WESTCHESTER, ILLINOIS HEADQUARTERS (Filed as
exhibit 10.44 to AmeriKing's Registration Statement (No. 333-04261) and incorporated
herein by reference)........................................................................ *
10.45 LOAN AND SECURITY AGREEMENT, DATED NOVEMBER 29, 1995, BETWEEN
AMERIKING COLORADO CORPORATION I AND FRANCHISE ACCEPTANCE
CORPORATION LIMITED (Filed as exhibit 10.45 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)....................................... *
10.46 LOAN AND SECURITY AGREEMENT, DATED JULY 21, 1996, BETWEEN
AMERIKING TENNESSEE CORPORATION I AND FRANCHISE ACCEPTANCE
CORPORATION LIMITED (Filed as exhibit 10.46 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference)....................................... *
10.47 FORM OF INTERCREDITOR AGREEMENT BY AND AMONG BKC, AMERIKING,
AND THE TRUSTEE AS REPRESENTATIVE OF THE HOLDERS OF SENIOR NOTES
UNDER THE INDENTURE (ATTACHED TO EXHIBIT 4.38).............................................. *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- --------
<S> <C> <C>
10.48 RESTATED EMPLOYMENT AND NON-INTERFERENCE AGREEMENT BETWEEN
WILLIAM OSBORN AND ENTERPRISES (Filed as exhibit 10.48 to AmeriKing's Form
10-K for the year ended December 30, 1996 and incorporated herein by reference)............. *
10.49 RECAPITALIZATION AGREEMENT AMONG AMERIKING AND THE
STOCKHOLDERS APPEARING ON THE SIGNATURE PAGES THERETO (Filed as
exhibit 10.49 to AmeriKing's Form 10-K for the year ended December 30, 1996 and
incorporated herein by reference)........................................................... *
10.50 MEMORANDUM OF UNDERSTANDING BETWEEN BKC AND THE COMPANY
(Filed as exhibit 10.50 to AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)........................................................... *
10.51 AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT
AND LOAN AGREEMENT, DATED MAY 14, 1996, BY AND AMONG AMERIKING,
ENTERPRISES, THE FIRST NATIONAL BANK OF BOSTON, THE OTHER LENDING
INSTITUTIONS LISTED ON SCHEDULE I THERETO AND THE FIRST NATIONAL
BANK OF BOSTON, AS AGENT (Filed as exhibit 10.51 to AmeriKing's Form 10-K for
the year ended December 30, 1996 and incorporated herein by reference)...................... *
10.52 ASSIGNMENT AND ACCEPTANCE DATED MAY 14, 1996, BY AND AMONG
AMERIKING, ENTERPRISES, THE FIRST NATIONAL BANK OF BOSTON AND THE
OTHER LENDING INSTITUTIONS, LISTED THERETO AND THE FIRST NATIONAL
BANK OF BOSTON, AS AGENT (Filed as exhibit 10.52 to AmeriKing's Form 10-K for
the year ended December 30, 1996 and incorporated herein by reference)...................... *
10.53 FORM OF OPERATING AGREEMENT BY AND AMONG BKC, AMERIKING
ENTERPRISES, AMERIKING COLORADO CORPORATION I, AMERIKING ILLINOIS
CORPORATION I, AMERIKING TENNESSEE CORPORATION I, AMERIKING
VIRGINIA CORPORATION I AND AMERIKING CINCINNATI CORPORATION I (Filed
as exhibit 10.53 to AmeriKing's Form 10-K for the year ended December 30, 1996 and
incorporated herein by reference)........................................................... *
10.54 THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of
June 17, 1997 among NATIONAL RESTAURANT ENTERPRISES, INC., AMERIKING
INC. and BANKBOSTON, N.A.................................................................... *
11++++ STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE.............................................
12++++ STATEMENTS RE: COMPUTATION OF RATIOS........................................................
21 SUBSIDIARIES OF AMERIKING (Filed as exhibit 10.21 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference)............................. *
23.1 CONSENT OF MAYER, BROWN & PLATT (Filed as exhibit 23.1 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein by reference)................ *
23.2 CONSENT OF DELOITTE & TOUCHE (Filed as exhibit 23.2 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by reference)............................. *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- --------
<S> <C> <C>
24 POWER OF ATTORNEY........................................................................... *
25 T-1 FOR EXCHANGE DEBENTURE INDENTURE........................................................ *
26 T-1 FOR SENIOR NOTE INDENTURE............................................................... *
27++++ FINANCIAL DATA SCHEDULE.....................................................................
</TABLE>
* Previously filed.
++The schedules and exhibits to these agreements have not been filed pursuant
to Item 601(b)(2) of Regulation S-K. Such schedules and exhibits will be
filed supplementally upon the request of the Securities and Exchange
Commission.
++++Superseding exhibit.
