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PROSPECTUS SUPPLEMENT NO. 2 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 February 9, 1998
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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 1, 1997 in the first sentence of the
paragraph under the caption "Selling Stockholders" is deleted and replaced with
February 5, 1998.
<TABLE>
<CAPTION>
COMMON SHARES COMMON
BENEFICIALLY OWNED SHARES TO BE
PRIOR TO THE SOLD IN THE
OFFERING/(1)/ OFFERING/(1)/
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NAME OF SELLING STOCKHOLDER NUMBER PERCENT NUMBER
- --------------------------- ------ ------- ------
<S> <C> <C> <C>
Dickstein & Co., L.P. 925,553/(2)/ 2.6% 925,553
Dickstein International Limited 147,552/(2)/ * 147,552
Global Bermuda, L.P. 536,553 1.5% 536,553
Lakeshore International Limited 456,070/(3)/ 1.3% 456,070
Merced Partners, L.P. 375,587/(3)/ 1.0% 375,587
Nelson Partners 1,264,118/(3)/ 3.5% 1,264,118
The Nicollet Fund, L.P. 536,553 1.5% 536,553
Olympus Securities, Ltd. 782,294/(3)/ 2.2% 782,294
Loretta Hirsch Shine 75,117 * 75,117
</TABLE>
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* Represents less than 1% of the Common Stock outstanding as of February 5,
1998.
(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 $1.3125 per share of Common Stock on
February 5, 1998 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 .037275. 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. 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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