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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
Amendment No. 2
(Final Amendment)
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KOO KOO ROO, INC.
(Name of Issuer)
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KOO KOO ROO, INC.
(Name of Person(s) Filing Statement)
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$5.70 Warrants to Purchase Common Stock expiring May 31, 1998
$5.75 Warrants to Purchase Common Stock expiring May 31, 1998
(Titles of Classes of Securities)
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None
(CUSIP Numbers of Classes of Securities)
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Robert F. Kautz
Chief Financial Officer
11075 Santa Monica Boulevard, Suite 225
Los Angeles, California 90025
(310) 479-2080
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Ronald Garber, Esq. Cynthia A. Rotell, Esq.
Koo Koo Roo, Inc. Latham & Watkins
11075 Santa Monica Boulevard 633 West Fifth Street
Suite 225 Los Angeles, California 90071-2007
Los Angeles, California 90025 (213) 485-1234
(310) 479-2080
October 9, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Amount of
Transaction valuation* filing fee
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$2,395,726 $480**
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* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of
1934, as amended. Assumes the purchase of all 1,669,362 outstanding Warrants
at the tender offer price of $2.00 per Warrant.
** The filing fee was paid with the initial filing of the Schedule 13e-4 on
October 8, 1996.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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This Amendment No. 2 (Final Amendment), dated November 22, 1996, amends and
supplements the Issuer Tender Offer Statement on Schedule 13E-4 dated October 9,
1996, as amended by Amendment No. 1 thereto dated November 13, 1996 ("Amendment
No. 1") (the "Schedule 13E-4") of Koo Koo Roo, Inc., a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission in connection with
the Company's offer to purchase any and all of each of the Company's $5.70
Warrants to Purchase Common Stock expiring May 31, 1998 and $5.75 Warrants to
Purchase Common Stock expiring May 31, 1998 (collectively, the "Warrants"), at a
price net to the seller in cash, without interest thereon of $2.00 per Warrant,
upon the terms and subject to the conditions set forth in the Offer to Purchase
for Cash dated October 9, 1996 (the "Offer to Purchase") and the related Letter
of Transmittal (which together constituted the "Offer").
Item 8 of the Schedule 13E-4 is hereby supplemented and amended by adding
the following:
ITEM 8. ADDITIONAL INFORMATION
Amendment No. 1 incorrectly stated that a total of 802,256 Warrants were
validly tendered and not withdrawn, pursuant to the Offer, which expired on
November 7, 1996. The correct number of Warrants validly tendered and not
withdrawn pursuant to the Offer was 813,589. The Company accepted for purchase
all of such Warrants.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 22, 1996 KOO KOO ROO, INC.
By: /s/ Robert F. Kautz
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Name: Robert F. Kautz
Title: Chief Financial Officer
