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PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rules 424(b)(3) and 424(c)
(To Prospectus dated February 13, 1997) Registration Statement No. 333-03360
KOO KOO ROO, INC.
COMMON STOCK
(Par Value $.01 per Share)
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The following information supplements, and must be read in conjunction
with, the information contained in the Prospectus, dated February 13, 1997 (the
"Prospectus"), of Koo Koo Roo, Inc., a Delaware corporation (the "Company").
This Supplement 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.
The sole purpose of this supplement is to update the information provided
in the Prospectus under the caption Selling Stockholders as set forth herein.
* * * *
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The date of this Supplement is December 10, 1997
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The information provided in the Prospectus in the table under the caption
"Selling Stockholders" is deleted and is hereby updated as set forth below. In
addition, the reference to December 31, 1996 in the first sentence of the
paragraph under the caption "Selling Stockholders" is deleted and replaced with
December 1, 1997.
<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
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NAME OF SELLING STOCKHOLDER NUMBER PERCENT NUMBER NUMBER PERCENT
- --------------------------- ------ ------- ------ ------ -------
<S> <C> <C> <C> <C> <C>
Dickstein & Co., L.P. 85,163 1.1% 287,097 0 0
Dickstein & Co., L.P. 201,934/(2)/
Dickstein International Limited 21,331 * 53,215 0 0
Dickstein International Limited 31,884/(2)/
Global Bermuda, L.P. 212,562 * 212,562 0 0
Lakeshore International Limited 138,166/(3)/ * 138,166 0 0
Merced Partners, L.P. 220,587/(3)/ * 220,587 0 0
Nelson Partners 563,716/(3)/ 2.2% 563,716 0 0
The Nicollet Fund, L.P. 212,562 * 212,562 0 0
Olympus Securities, Ltd. 372,835/(3)/ 1.5% 372,835 0 0
Loretta Hirsch Shine 29,759 * 29,759 0 0
TCW Shared Opportunity Fund, L.P. 37,592 * 37,592 0 0
</TABLE>
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* Represents less than 1% of the Common Stock outstanding as of December 1,
1997.
(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 $3.313 per share of Common Stock on December
1, 1997 was used to determine the number of shares of Common Stock issuable
upon conversion of the Convertible Preferred Stock. 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 0.09409. 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 estimated number of shares of Common Stock issuable upon
exercise of Convertible Preferred Stock Warrants and immediate conversion
of the resulting shares of Convertible Preferred Stock into Common Stock.
(3) Excludes shares of Common Stock issuable upon conversion of shares of the
Company's 6% Series B Convertible Preferred Stock beneficially owned by
such holders. As of December 1, 1997, according to the Company's records,
Lakeshore International Limited owned 7,740 shares, Merced Partners, L.P.
owned 2,665 shares, Nelson Partners owned 10,406 shares and Olympus
Securities, Ltd. owned 10,406 shares, of Series B Convertible Preferred
Stock. See the Company's periodic report on Form 8-K dated February 27,
1997 for a discussion of the provisions governing the conversion of such
shares.
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