<PAGE>
PROSPECTUS SUPPLEMENT NO. 3 Filed Pursuant to Rules 424(b)(3) and 424(c)
(To Prospectus dated June 13, 1996) Registration Statement No. 333-3360
KOO KOO ROO, INC.
COMMON STOCK
(Par Value $.01 per Share)
---------------
The following information supplements, and must be read in conjunction
with, the information contained in the Prospectus, dated June 13, 1996 (the
"Prospectus"), of Koo Koo Roo, Inc., a Delaware corporation (the "Company"), as
previously supplemented by Prospectus Supplement No. 1, dated August 5, 1996
("Supplement No. 1"), and Prospectus Supplement No. 2, dated August 16, 1996
("Supplement No. 2"). This Prospectus Supplement No. 3 must be delivered along
with a copy of the Prospectus. All capitalized terms not otherwise defined
herein shall have the meanings given to them in the Prospectus, Supplement No. 1
and Supplement No. 2.
The following paragraphs are inserted as new first and second
paragraphs at the beginning of the section in the Prospectus under the caption
"Business--Recent Developments":
TENDER OFFER FOR OUTSTANDING WARRANTS. On October 9, 1996, the Company
commenced a tender offer to purchase all of its outstanding warrants to purchase
its common stock expiring May 31, 1998, each such warrant entitling the holder
to purchase one share of the Company's common stock at a purchase price of $5.70
per share (the "$5.70 Warrants to Purchase Common Stock") and all of its
outstanding warrants to purchase its common stock expiring May 31, 1998, each
such warrant entitling the holder to purchase one share of the Company's common
stock at a purchase price of $5.75 per share (the "$5.75 Warrants to Purchase
Common Stock," and together with the $5.70 Warrants to Purchase Common Stock,
the "Warrants"), at a price, net to the seller in cash, of $2.00 per Warrant.
The offer and withdrawal rights in connection with the tender offer will expire
on November 6, 1996. As of October 3, 1996, the Company had issued and
outstanding 784,763 of the $5.70 Warrants to Purchase Common Stock and 413,100
of the $5.75 Warrants to Purchase Common Stock.
MANAGEMENT. On September 12, 1996, the Company announced the
appointment of John S. Kaufman as President and Chief Operating Officer of Koo
Koo Roo, Inc., Michael D. Mooslin (most recently President and Chief Operating
Officer of Koo Koo Roo, USA), as President and Chief Operating Officer of Koo
Koo Roo, International, and Robert F. Kautz as President of Corporate
Development (while maintaining his title as the Company's Chief Financial
Officer). In addition, Donna S. Guido, the Company's Vice Chairman, has resigned
from the Company to pursue other interests.
The information provided in the Prospectus in the first sentence of
first paragraph under the caption "Selling Stockholders" is hereby deleted and
replaced with the following:
The following table sets forth certain information regardng the
beneficial ownership of the Common Shares to be offered as of September 18,
1996.
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The date of this Supplement is October 22, 1996
<PAGE>
The information below provided in the Prospectus in the table under the
caption "Selling Stockholders" is deleted (column headings and footnotes are
included for reference purposes only):
<TABLE>
<CAPTION>
COMMON SHARES COMMON
BENEFICIALLY OWNED SHARES TO BE COMMON SHARES
PRIOR TO THE SOLD IN THE BENEFICIALLY OWNED
OFFERING/(1)/ OFFERING(1) AFTER THE OFFERING
-------- -------- ------------------
NAME OF SELLING STOCKHOLDER NUMBER PERCENT NUMBER NUMBER PERCENT
- --------------------------- ------ ------- ------ ------ -------
<S> <C> <C> <C> <C> <C>
Robert A. Davidow and 34,962 * 34,962 0 0
Diana R. Davidow
Newberg Family Trust UTD 139,847 * 139,847 0 0
12/18/90
Nutmeg Partners, L.P. 41,954 * 41,954 0 0
GAM Arbitrage Investments, 41,954 * 41,954 0 0
Inc.
Leonardo, L.P. 55,939 * 55,939 0 0
AG Super Fund, L.P. 55,939 * 55,939 0 0
AG Arb Partners, L.P. 55,939 * 55,939 0 0
AG Super Fund International 41,954 * 41,954 0 0
Partners, L.P.
Angelo Gordon & Co., L.P. 41,954 * 41,954 0 0
Raphael, L.P. 55,939 * 55,939 0 0
Michael Angelo, L.P. 27,969 * 27,969 0 0
Offense Group Associates 83,209 * 83,209 0 0
Kayne Anderson 183,199 1.2% 183,199 0 0
Non-Traditional Investments, L.P.
Kessler Asher Group, Limited 55,939 * 55,939 0 0
Partnership
KA Trading, L.P. 13,985 * 13,985 0 0
Kryeton Investments Ltd. 209,771 1.4% 209,771 0 0
</TABLE>
(Footnotes on the following page)
2
<PAGE>
______________________
* Represents less than 1% of the outstanding Common Stock.
(1) Such beneficial ownership represents an estimate of the number of shares
of Common Stock issuable upon the conversion of shares of Convertible
Preferred Stock beneficially owned by such person (either directly or
through the exercise of Convertible Preferred Stock Warrants), assuming
the last reported sales price of $9.00 per share of Common Stock on June
10, 1996 was used to determine the number of shares of Common Stock
issuable as of the first date on which Convertible Preferred Stock may be
converted. The actual number of shares of Common Stock offered hereby is
subject to adjustment and could be materially less or more than the
estimated amount indicated depending upon factors which cannot be
predicted by the Company at this time, including, among others,
application of the conversion provisions based on market prices prevailing
at the actual date of conversion and whether or to what extent dividends
are paid in Common Stock. In order to calculate the number of shares of
Convertible Preferred Stock or Convertible Preferred Stock Warrants to
purchase such shares beneficially held, multiply the amount included in
the column captioned "Common Shares Beneficially Owned Prior to the
Offering," by 0.28603. This presentation is not intended to constitute a
prediction as to the future market price of the Common Stock. The shares
of Convertible Preferred Stock and the Convertible Preferred Stock
Warrants were issued in the 1996 Private Placements. See "Risk Factors--
Effect of Conversion of Convertible Preferred Stock; Potential Common
Stock Adjustment" and "Description of Capital Stock."
The information below is added to the information provided in the
Prospectus in the table under the caption "Selling Stockholders" (column
headings and footnotes are included for reference purposes only):
<TABLE>
<CAPTION>
COMMON SHARES COMMON
BENEFICIALLY OWNED SHARES TO BE COMMON SHARES
PRIOR TO THE SOLD IN THE BENEFICIALLY OWNED
OFFERING/(1)/ OFFERING(1) AFTER THE OFFERING
-------- -------- ------------------
NAME OF SELLING STOCKHOLDER NUMBER PERCENT NUMBER NUMBER PERCENT
- --------------------------- ------ ------- ------ ------ -------
<S> <C> <C> <C> <C> <C>
Robert A. Davidow and 27,970 * 27,970 0 0
Diana R. Davidow 7,548/(2)/ 7,548/(2)/
Newberg Family Trust UTD 122,366 * 122,366 0 0
12/18/90 19,056/(2)/ 19,056/(2)/
Nutmeg Partners, L.P. 38,458 * 38,458 0 0
3,620/(2)/ 3,620/(2)/
GAM Arbitrage Investments, 38,458 * 38,458 0 0
Inc. 3,620/(2)/ 3,620/(2)/
Leonardo, L.P. 44,751 * 44,751 0 0
12,138/(2)/ 12,138/(2)/
AG Super Fund, L.P. 50,695 * 50,695 0 0
5,429/(2)/ 5,429/(2)/
AG Arb Partners, L.P. 50,695 * 50,695 0 0
5,429/(2)/ 5,429/(2)/
</TABLE>
(Footes on the following page)
3
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
AG Super Fund International 34,962 * 34,962 0 0
Partners, L.P. 7,725/(2)/ 7,725/(2)/
Angelo Gordon & Co., L.P. 34,962 * 34,962 0 0
7,502/(2)/ 7,502/(2)/
Raphael, L.P. 44,751 * 44,751 0 0
12,003/(2)/ 12,003/2)/
Michael Angelo, L.P. 22,375 * 22,375 0 0
6,001/(2)/ 6,001/(2)/
Offense Group Associates 69,490 * 69,490 0 0
5,003/(2)/ 5,003/(2)/
Kayne Anderson 160,226 1.2% 160,226 0 0
Non-Traditional Investments, L.P. 25,005/(2)/ 25,005/(2)/
Kessler Asher Group, Limited 44,751 * 44,751 0 0
Partnership 12,063/(2)/ 12,063/(2)/
KA Trading, L.P. 11,188 * 11,188 0 0
3,016/(2)/ 3,016/(2)/
Kyneton Investments Ltd. 207,010 1.4% 207,010 0 0
2,984/(2)/ 2,984/(2)/
- -----------------------
</TABLE>
* Represents less than 1% of the outstanding Common Stock.
(1) Except in the case of shares indicated by footnote (2), each beneficial
ownership represents an estimate of the number of shares of Common Stock
issuable upon the conversion of shares of Convertible Preferred Stock
beneficially owned by such person (either directly or through the exercise
of Convertible Preferred Stock Warrants), assuming the last reported sales
price of $9.00 per share of Common Stock on June 10, 1996 was used to
determine the number of shares of Common Stock issuable as of the first
date on which Convertible Preferred Stock may be converted. The actual
number of shares of Common Stock offered hereby is subject to adjustment
and could be materially less or more than the estimated amount indicated
depending upon factors which cannot be predicted by the Company at this
time, including, among others, application of the conversion provisions
based on market prices prevailing at the actual date of conversion and
whether or to what extent dividends are paid in Common Stock. In order to
calculate the number of shares of Convertible Preferred Stock or
Convertible Preferred Stock Warrants to purchase such shares beneficially
held, multiply the amount included in the column captioned "Common Shares
Beneficially Owned Prior to the Offering," by 0.28603. This presentation
is not intended to constitute a prediction as to the future market price of
the Common Stock. The shares of Convertible Preferred Stock and the
Convertible Preferred Stock Warrants were issued in the 1996 Private
Placements. See "Risk Factors--Effect of Conversion of Convertible
Preferred Stock; Potential Common Stock Adjustment" and "Description of
Capital Stock."
(2) Represents beneficial ownership of shares of Common Stock issued (i) in the
1996 Private Placements, (ii) upon the exercise of Common Stock Warrants
issued in connection with the 1996 Private Placements, (iii) upon
conversion of shares of Convertible Preferred Stock or (iv) in other
private placements. The shares issued in connection with the 1996 Private
Placements and the related Common Stock Warrants are subject to adjustment
under circumstances. See "Risk Factors--Effect of Conversion of Convertible
Preferred Stock; Potential Common Stock Adjustments" and "Description of
Capital Stock."
4
<PAGE>
The information provided in the Prospectus in footnote (2) to the table
under the caption "Selling Stockholders" is hereby deleted and replaced with the
following:
(2) Represents beneficial ownership of shares of Common Stock issued (i) in the
1996 Private Placements, (ii) upon the exercise of Common Stock Warrants
issued in connection with the 1996 Private Placements, (iii) upon
conversion of shares of Convertible Preferred Stock or (iv) in other
private placements. The shares issued in connection with the 1996 Private
Placements and the related Common Stock Warrants are subject to adjustment
under circumstances. See "Risk Factors--Effect of Conversion of Convertible
Preferred Stock; Potential Common Stock Adjustments" and "Description of
Capital Stock."
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