NEW WORLD COFFEE MANHATTAN BAGEL INC
8-K, 2000-08-29
EATING PLACES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 8-K

                                 CURRENT REPORT

                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) : August 28, 2000

                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                     0-27148                    13-3690261
   ---------------------        ----------------------           -----------
(State of other jurisdiction   (Commission File Number)         (IRS Employer
   Identification Number)                                      of incorporation)


                  246 INDUSTRIAL WAY WEST, EATONTOWN, NJ 07724
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (732) 544-0155



<PAGE>


ITEM 5. Other Events.

a)   On August 28, 2000,  the Company  communicated  by letter with the Official
     Unsecured  Creditors  Committee (the  "Committee") of  Einstein/Noah  Bagel
     Corp.,  Debtor in  Possession  ("Einstein").  The  Company  had  previously
     communicated a proposal to the Committee for the combination of the Company
     and  Einstein.  The  referenced  letter  reiterated  the proposal with some
     modifications,  and indicated that the Company now owned  approximately $20
     million of Einstein's  7.25%  Convertible  Subordinated  debentures and was
     therefore a significant creditor of Einstein.


ITEM 7. Exhibits.

         The following exhibits are hereby filed with this Form 8-K:

Exhibit
Number            Description
----------       ---------------

99.13            Letter to Official Unsecured Creditors Committee of
                 Einstein/Noah Bagel Corp. dated August 28, 2000.


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                  NEW WORLD COFFEE -
                                                  MANHATTAN BAGEL, INC.


                                            By:    /s/ Jerold E. Novack
                                                  ---------------------
                                                  JEROLD E. NOVACK
                                                  Chief Financial Officer

Date:    August 29, 2000




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