BOSTON CHICKEN INC
424B2, 1996-05-17
EATING PLACES
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<PAGE>
 
                                                   FILED PURSUANT TO RULE 424(c)
                                                       REGISTRATION NO. 33-81008


                      Supplement No. 4 Dated May 13, 1996
                       to Prospectus Dated March 5, 1996
             Initially Related to 1,750,000 Shares of Common Stock


     On May 13, 1996, the Company issued the press release attached hereto as
Annex A and incorporated herein by this reference.

     From April 2, 1996 through the date hereof, pursuant to this Prospectus the
Company has issued an aggregate of 742,515 shares of Common Stock.  In addition,
the Company has issued an aggregate of 450,640 shares of Common Stock under that
certain Prospectus dated March 5, 1996 initially relating to 2,000,000 shares of
Common Stock (the "2,000,000 Share Prospectus"). Both Prospectuses are part of
the same registration statement on Form S-1 (Reg. No. 33-81001).  Effective as
of the date hereof, the Company has transferred the remaining 549,360 shares
from the 2,000,000 Share Prospectus to this Prospectus. Accordingly, as of the
date hereof, 556,734 shares of Common stock are available for issuance under
this Prospectus and this Prospectus is hereby amended accordingly.
<PAGE>
 
                  [LOGO OF BOSTON CHICKEN, INC. APPEARS HERE]


                        Analyst Contact:  Melissa Marsden
                                          303-384-5652
                        Media Contact:    Karen Rugen
                                          303-384-5076


              BOSTON CHICKEN REPORTS 120% INCREASE IN NET INCOME;
              ---------------------------------------------------
                           EARNINGS PER SHARE OF $.24
                           --------------------------
                                        
GOLDEN, COLO., MAY 13, 1996 -- BOSTON CHICKEN, INC. (NASDAQ-NMS:BOST) today
reported financial results for its first quarter ended April 21, 1996 (sixteen
weeks), compared with results of the comparable period ended April 16, 1995.
Highlights include:

 .    Systemwide gross revenue increased 66% to $311,798,000 from  $187,448,000.
 .    Operating income increased 111% to $28,547,000 from $13,527,000.
 .    Net income increased 120% to  $15,649,000 from $7,116,000.
 .    Earnings per share increased 60% to $.24 from $.15, even though weighted
     average shares outstanding increased 33% due to financing and acquisition
     activity.

Boston Chicken Inc.'s total revenue increased to $47,347,000 in the first
quarter of 1996, from $40,107,000 in the first quarter of 1995.  Royalties and
franchise-related revenue increased 86% to $46,033,000 from $24,789,000
primarily due to an increase in royalties associated with higher systemwide
sales and an increase in interest income generated on loans made to area
developers.  Revenue from company-operated stores was $1,314,000 in the quarter
compared with $15,318,000 in the first quarter of 1995, reflecting the lower
average number of company-operated stores in the 1996 period (3 in 1996, versus
46 in 1995) as the company concluded its practice of opening stores in new
markets to seed development and then transferring those stores to area
developers.  At the end of the first quarter, there were a total of 894 Boston
Market stores open systemwide.

Mark Stephens, vice chairman and chief financial officer, said, "The Boston
Market system is very focused on store performance and operations and systemwide
performance has begun to reflect that focus.  Weekly per store average revenue
increased 10% to $22,762 versus the same period last year,

                                     -MORE-

                              BOSTON CHICKEN, INC
                           14103 DENVER WEST PARKWAY
                             GOLDEN, CO  80401-4086
                                  303-278-9500
<PAGE>
 
Boston Chicken, Inc.
p. 2

despite the severe winter weather that affected many of our best markets.
Excluding the first four weeks of the year, the period most affected by the
weather, weekly per store average revenue was $23,489. Store cash flow also
improved nicely, even though many of the initiatives underway are expected to
have a more significant impact later in the year."

"During the quarter, we launched two key sales drivers," said Larry Zwain,
president and chief executive officer of Boston Market.  "In January, we began
television advertising of our new Boston Carver/TM/ sandwiches and consumer
response has been great. This successful introduction has helped our lunch
business grow from about 35% to just over 40% of sales.  We also began
television advertising of our Boston Market/TM/ Feast in selected markets.
Where advertised, family meal unit sales were up significantly, and nearly half
of those who purchased the Market Feast were first time buyers of our family
meals.  We also further capitalized on the success of our Hearth Honey/TM/ ham
by offering whole and half hams and banquet-sized side dishes for Easter,
resulting in the second highest weekly per store average sales ever for the
Boston Market system."

Scott Beck, co-chairman and chief executive officer of Boston Chicken, said, "A
significant milestone during the quarter was the Mid-Atlantic transaction.  With
nearly 80 stores in the Philadelphia market, Mid-Atlantic combined a unique
level of development maturity with intense operational focus, yielding a very
attractive business.  The value of our conversion option really paid off, as
these stores, which will now be classified as company stores, are already having
an positive contribution to our second quarter earnings."

"We're also very excited about the potential for our shareholders from our
involvement with Einstein Bros. Bagels," Beck added.   "During the quarter,
Einstein Bros. acquired Noah's New York Bagels, the leading West Coast bagel
retailer, with 50 stores in California, Washington and Oregon."   Einstein Bros.
Bagels, Inc., funded in part by a convertible loan from Boston Chicken, now
operates and franchises nearly 145 stores in 14 states.  Beck continued, "Noah's
has tremendous brand awareness and customer loyalty on the West Coast.  Their
commitment to product quality, service and community involvement is very similar
to that of Einstein's.  They also have a premier development organization, with
a substantial pipeline of stores underway.  Both concepts have significant
development momentum and the Einstein Bros. system is well on its way to having
between 275 and 300 stores opened by the end of 1996."

                                     -MORE-
<PAGE>
 
Boston Chicken, Inc.
p. 3

Boston Chicken, Inc. franchises and operates Boston Market food service stores
that specialize in homestyle meals featuring rotisserie-roasted Boston
Chicken/(R)/ and turkey breast, Hearth Honey hams, double-sauced meat loaf, hot,
hand-carved Boston Carver sandwiches and fresh vegetables, salads and other side
dishes, including mashed potatoes made from scratch.  Boston Market meals
combine the freshness and quality of traditional home cooking with convenience
and value. As of May 13, 1996, there were 898 Boston Market stores in 37 states
and the District of Columbia.

Certain statements in this release constitute "forward-looking statements" and
involve risks, uncertainties, and other factors which may cause the actual
performance of Boston Chicken, its area developers, Boston Market stores, and
Einstein Bros. Bagels, Inc. to be materially different from the performance
expressed or implied by such statements.  Such factors include, among others:
competition; success of operating initiatives; area developers' adherence to
development schedules; advertising and promotional efforts; adverse publicity;
changes in business strategy or development plans; availability and terms of
capital; regional weather conditions; and other factors set forth in the
Company's 10-K.  The success of the Company is dependent on its area developers
and franchisees and the manner in which they operate and develop Boston Market
stores.

                                     -MORE-
<PAGE>
 
Boston Chicken, Inc.
Page 4

                      BOSTON CHICKEN, INC. AND SUBSIDIARY
                         CONSOLIDATED INCOME STATEMENTS
                     (In thousands, except per share data)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                   Quarter Ended
                                                ---------------------
                                                April 16,   April 21,
                                                  1995        1996
                                                ---------   ---------
<S>                                             <C>         <C>
Revenue:                                       
     Royalties and franchise-related             
      fees...................................    $24,789     $46,033
     Company-operated stores.................     15,318       1,314
                                                 -------     -------
         Total revenue.......................     40,107      47,347
Costs and Expenses:                             
     Cost of products sold...................      5,790         480
     Salaries and benefits...................      8,548       7,509
     General and administrative..............     12,242      10,811
                                                 -------     -------
         Total costs and expenses                 26,580      18,800
                                                 -------     -------
Income from Operations.......................     13,527      28,547
Other Expense:                                  
     Interest expense, net...................     (2,057)     (2,900)
     Other income, net.......................         28         109
                                                 -------     -------
         Total other expense.................     (2,029)     (2,791)
                                                 -------     -------
Income Before Income Taxes...................     11,498      25,756
Income Taxes.................................      4,382      10,107
                                                 -------     -------
Net Income...................................    $ 7,116     $15,649
                                                 =======     =======
                                                
Net Income Per Common and                       
     Equivalent Share........................    $  0.15     $  0.24
                                                 =======     =======
Weighted Average Number of Common               
     and Equivalent Shares Outstanding.......     48,566      64,317
                                                 =======     =======
</TABLE>

                                    -MORE-

<PAGE>
 
Boston Chicken, Inc.
Page 5

                      BOSTON CHICKEN, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                       (In thousands, except share data)

<TABLE>
<CAPTION>
                                           December 31,   April 21,
                                              1995           1996
                                           ------------   -----------
                                                          (Unaudited)
<S>                                        <C>            <C> 
ASSETS
- ------
Current Assets:
   Cash and cash equivalents............    $  310,436    $  155,483
   Accounts receivable, net.............        13,445        14,002
   Due from affiliates..................         9,614         9,741
   Notes receivable.....................         5,462        38,497
   Prepaid expenses and other current            
    assets..............................         1,536         2,717      
   Deferred income taxes................         3,322         3,841
                                            ----------    ----------
       Total current assets.............       343,815       224,281
                                                          
Property and Equipment, net.............       258,550       265,521
Notes Receivable........................       450,572       671,504
Deferred Financing Costs, net...........        15,745        17,985
Other Assets, net                                5,195         8,266
                                            ----------    ----------
       Total assets.....................    $1,073,877    $1,187,557
                                            ==========    ==========
                                                       
LIABILITIES AND STOCKHOLDERS' EQUITY                   
- ------------------------------------                   
Current Liabilities:                                   
   Accounts payable.....................    $   12,292    $    7,388
   Accrued expenses.....................         9,095         8,911
   Deferred franchise revenue...........         8,945         9,229
                                            ----------    ----------
       Total current liabilities........        30,332        25,528
                                                          
Deferred Franchise Revenue..............         2,072         3,940
Liquid Yield Option Notes...............       177,306       173,024
Convertible Subordinated Debt...........       129,872       129,862
Deferred Income Taxes...................        16,631        18,685
Other Noncurrent Liabilities............           833           726
Commitments and Contingencies                             
Stockholders' Equity:                                     
   Preferred Stock--$.01 par value;                      
    authorized 20,000,000 shares;
    no shares issued and outstanding....             -             -
   Common Stock--$.01 par value;                         
    authorized 100,000,000 shares;
    issued and outstanding:                                      
       59,121,301 in 1995 and 62,624,702                  
       in 1996..........................           591           626
   Additional paid-in capital...........       675,611       778,888
   Retained Earnings....................        40,629        56,278
                                            ----------    ----------
                                               716,831       835,792
                                            ----------    ----------
       Total liabilities and                                         
        stockholders' equity............    $1,073,877    $1,187,557 
                                            ==========    ==========
</TABLE>

                                      ###




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