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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)1
KOO KOO ROO, INC.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
500485 10 7
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(CUSIP number)
Laurence S. Lese, Metzger, Hollis, Gordon & Alprin
1275 K Street, N.W., Suite 1000, Washington, D.C. 20005 (202) 842-1600
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(Name, address and telephone number of person
authorized to receive notices and communications)
May 24, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
|_|.
(Continued on following pages)
(Page 1 of 9 Pages)
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1 The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
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the Notes).
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Check the following box if a fee is being paid with the statement
|_|. (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.)
Note. Six copies of this statement, including all exhibits, should
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be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
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are to be sent.
(Page 2 of 9 Pages)
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SCHEDULE 13D
CUSIP No. 500485 10 7 Page 3 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mel Harris
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not Applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
806,775
10. SHARED DISPOSITIVE POWER
0
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Page 4 of 9 Pages
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
806,775, all of which are options exercisable within 60 days
to purchase 806,775 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.18%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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KOO KOO ROO, INC.
Schedule 13D
Filed by Mel Harris
Item 1. Security and Issuer.
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The title of the class of equity securities to which this Statement
relates is Common Stock, par value $.01 per share. The name and address of the
principal executive offices of the Issuer of such securities are:
Koo Koo Roo, Inc.
11075 Santa Monica Boulevard
Suite 225
Los Angeles, California 90025
Item 2. Identity and Background.
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The following information is given with respect to the person filing
this Statement:
(a) Name: Mel Harris
(b) Business address: 10800 Biscayne Boulevard - Penthouse
Miami, Florida 33161
(c) Principal occupation: insurance executive
(d) Mr. Harris has not during the last five years been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Harris has not during the last five years been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations
of, or mandating or prohibiting activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Citizenship: United States of America
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Item 3. Sources and Amount of Funds or Other Consideration.
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No additional shares have been purchased. Stock options to purchase
806,775 shares have become vested. On August 19, 1993 the Issuer granted Mr.
Harris a stock option to purchase 1 million shares. Of this amount, Mr. Harris
is the beneficial owner of stock options for the purchase of a total of 523,450
shares of Common Stock which are exercisable within 60 days. The options are
exercisable at $4.50 per share. The options were granted in consideration of the
employment of Mr. Harris as a consultant for business development. The Issuer
has cancelled the remaining non-vested and non-exercisable portion of the option
to purchase 349,000 shares formerly issuable under the August 19, 1993
agreement. This agreement was amended on May 8, 1996 and granted an option to
Restaurant Acquisition Corp., a corporation controlled by Mr. Harris ("RAC").
Under this May 8, 1996 option to RAC, Mr. Harris is the beneficial owner of
options to purchase 283,325 shares of the Issuer's stock at $8.00 per share. The
option is exercisable immediately. Under the amended agreement RAC has agreed to
develop Koo Koo Roo restaurant locations.
On May 8, 1996 the Issuer and Restaurant Marketing Corporation, a
corporation controlled by Mr. Harris ("RMC"), entered into an agreement whereby
RMC has agreed to provide business development services to the Issuer regarding
Koo Koo Roo and Color Me Mine stores. In connection with this agreement, the
Issuer granted RMC an option to purchase a total of 1,000,000 shares of the
Issuer's stock at $8.00 per share. The option is exercisable in three stages on
May 8, 1997 for 333,334 shares, May 8, 1998 for 333,333 shares, and May 8, 1999
for 333,333 shares.
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Item 4. Purpose of the Transaction.
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The options referred to in Item 3 were obtained in connection with
services on behalf of the Issuer. The securities beneficially owned by Mr.
Harris are held for investment purposes only.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date hereof, Mr. Harris may be deemed to be the
beneficial owner of 806,775 shares of Common Stock of the Issuer assuming his
exercise of options to purchase 806,775 shares. On the basis of 14,766,999
shares of Common Stock of the Issuer outstanding as of May 13, 1996 (based upon
Issuer's Form 10-Q for the quarter ended March 31, 1996) and the assumed
exercise of his options to purchase 806,775 shares (an assumed total of
15,573,774 shares outstanding), Mr. Harris may be deemed to own beneficially
5.18% of the Issuer's Common Stock (including the shares deemed to be acquired
by Mr. Harris upon the deemed exercise of his options).
(b) Sole Voting Power: 0 shares
Shared Voting Power: 0
Sole Dispositive Power: 806,775 shares
Shared Dispositive Power: 0
The 806,775 shares subject to option are not permitted to be voted by Mr. Harris
prior to his exercise of the options.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements and Understandings.
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See Item 3 above.
Item 7. Materials to be Filed as Exhibits.
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Not applicable.
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SIGNATURE
After reasonable 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: May 31, 1996 /s/ Mel Harris
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Mel Harris
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