<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Company [X]
Filed by a Party other than the Company [_]
Check the appropriate box: [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[_] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
KOO KOO ROO, INC.
(NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
N/A
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE COMPANY)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, par value $.01 per share, of Koo Koo Roo, Inc. ("Common
Stock")
(2) Aggregate number of securities to which transaction applies:
55,000,000 (54,480,966 outstanding shares of Common Stock)
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: $1.703125 (average of high and low
prices on June 29, 1998)
(4) Proposed maximum aggregate value of transaction:
$93,671,875
(5) Total fee paid:
Fee offset pursuant to Rule 14a-6(j) (see below)
[_] Fee paid previously with preliminary materials.
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.: Form S-4 (File No. 333-
58281)
(3) Filing Party: Family Restaurants, Inc.
(4) Date Filed: July 1, 1998
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[LOGO OF KOO KOO ROO, INC.(R)]
[LOGO OF HAMLET]
11075 SANTA MONICA BLVD. 310/479-2080 PHONE
SECOND FLOOR 310/479-4221 FAX
LOS ANGELES, CA 90025
FOR IMMEDIATE RELEASE: OCTOBER 9, 1998
- --------------------------------------
Contact: Ronald D. Garber
General Counsel
Koo Koo Roo, Inc.
(310) 479-2080
KOO KOO ROO, INC.
ISSUES STATEMENT
LOS ANGELES, CA, OCTOBER 9, 1998...KOO KOO ROO, INC. (NASDAQ NMS: KKRO),
today announced that it has been notified that the Nasdaq Listing and Hearing
Review Council will review the decision by a Nasdaq Listing Qualifications Panel
to grant the Company an exception to the Nasdaq Stock Market's $5 per share
minimum bid price requirement. This exception was granted in connection with Koo
Koo Roo's proposed merger with Family Restaurants, Inc. Among other things, the
Review Council will consider whether a temporary exception to the $5 per share
minimum bid requirement is more appropriate than the continuing exception,
subject to annual review, that was originally granted. Nasdaq has indicated that
the Review Council's decision will likely be issued after the January 1999 NASD
Board Meeting. An adverse decision may be appealed to the SEC.
Koo Koo Roo noted that, as previously disclosed, whether or not the
proposed merger is consummated, it is still required to meet the Nasdaq Stock
market's $1 minimum bid price requirement, that its recent stock price is below
such minimum, and that its failure to meet such requirement could result in its
Common Stock being delisted. If the proposed merger is consummated, however, the
Company is obligated to use its commercially reasonable efforts to maintain its
listing on the Nasdaq National Market (or any successor system) or to list the
shares of its Common Stock on the New York Stock Exchange or the American Stock
Exchange for a period of five years unless in the good faith determination of
the Board of Directors the maintenance of such listing is not in the best
interests of its stockholders.
Koo Koo Roo further announced that it recently began contacting
stockholders who have not yet voted in connection with the proposed merger with
Family Restaurants to urge them to vote their shares as soon as possible. The
special meeting is scheduled to be held on October 30, 1998. The Board of
Directors of Koo Koo Roo has carefully considered the terms and conditions of
the proposed merger and has unanimously determined that the proposed merger is
in the best interests of Koo Koo Roo and its stockholders. Stockholders in need
of further information or assistance in voting their shares may call MacKenzie
Partners toll free at (800) 322-2885.
Family Restaurants, Inc. operates 266 full-service Mexican restaurants in
29 states, making it the largest operator of full-service Mexican restaurants in
the world, both in number of restaurants and annual revenue. Approximately 61%
of its restaurants are located in California, Ohio, Pennsylvania, Michigan and
Indiana. Family Restaurants, Inc. is also the licensor of 21 restaurants outside
the United States.
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Koo Koo Roo, Inc.
October 9, 1998
Page 2
Family Restaurants, Inc.'s restaurants operate primarily under the Chi Chi's, El
Torito, and Casa Gallardo concepts.
Koo Koo Roo, Inc. operates 38 Koo Koo Roo California Kitchen restaurants
which are located in California, Florida, and Nevada. Renowned for its
proprietary Original Skinless Flame Broiled Chicken, Koo Koo Roo delivers a
healthy alternative within the casual dining and take-home meal replacement
market. In addition, Koo Koo Roo operates 14 Hamburger Hamlet restaurants in
California and in the Washington, D.C. beltway area. A Canadian company in
which Koo Koo Roo has a 28% investment also operates three Koo Koo Roo
California Kitchen restaurants in Toronto.
Forward-looking statements and comments in this press release are made
pursuant to the safe-harbor provisions of Section 21E of the Securities Exchange
Act of 1934. Such statements relating to, among other things, the prospects for
the companies to complete the proposed merger are necessarily subject to risks
and uncertainties, some of which are significant in scope and nature. These
risks are further discussed in the periodic reports and registration statements
filed by Koo Koo Roo, Inc. and Family Restaurants, Inc. from time to time with
the Securities and Exchange Commission.
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