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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
(MARK
ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to
COMMISSION FILE NUMBER 333-04261
AMERIKING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
2215 ENTERPRISE DRIVE, SUITE 1502
WESTCHESTER, ILLINOIS
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
36-3970707
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
60154
(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 708-947-2150
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
The number of shares outstanding of each of the registrant's classes of
common stock as of May 1, 1997 was 893,290 of common stock, $.01 par value per
Share (the "Common Stock").
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TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Financial Statements............................................
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..................................... 9
PART II
Item 6. Exhibits, and Reports on Form 8-K............................... 13
PART I
Certain statements in this Form 10-K may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results,
performance, or achievements of AmeriKing, Inc. ("AmeriKing" or the "Company")
to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions; competition; success of operating initiatives; development and
operating costs; advertising and promotional efforts; brand awareness; adverse
publicity; acceptance of new product offerings; availability, locations, and
terms of sites for store development; changes in business strategy or
development plans; quality of management; availability, terms, and deployment
of capital; business abilities and judgment of personnel; availability of
qualified personnel; food, labor, and employee benefit costs; changes in, or
the failure to comply with, governmental regulations; regional weather
conditions; construction schedules; and other factors referenced in this Form
10-Q.
RECENT DEVELOPMENTS
During the third quarter the Company executed purchase agreements pursuant to
which it may acquire up to 30 Burger King restaurants in the Charlotte, North
Carolina area (the "Charlotte Acquisition") and up to two Burger King
restaurants in the Chicago, Illinois area (the "Illinois Acquisition")
(collectively the "Acquisitions") from two franchisees for an aggregate
purchase price of $27.5 million and $565,000 respectively. The Acquisitions
will be funded through the use of the available credit under the Third Amended
and Restated Revolving Credit Agreement. The Charlotte Acquisition and the
Illinois Acquisition will be accounted for under the purchase method of
accounting. The Acquisitions are conditioned on, among other things, both of
the Company and the Sellers' obtaining the consent of Burger King Corporation
("BKC") as well as other closing conditions. It is anticipated that the key
operating personnel of the restaurants acquired in the Charlotte Acquisition
will be retained. Pursuant to the terms of BKC's standard franchise agreements,
acquisitions of Burger King restaurants, including those to be acquired in the
Acquisitions, are subject to BKC's consent and right of first refusal.
1
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS OF AMERIKING, INC. AND
SUBSIDIARY
PAGE
----
Consolidated Balance Sheets as of June 30, 1997 and December 30, 1996.....
Consolidated Statements of Operations for the quarters ended June 30, 1997
and July 1, 1996.........................................................
Consolidated Statements of Operations for the periods December 31, 1996 to
June 30, 1997 and
January 2, 1996 to July 1, 1996..........................................
Consolidated Statements of Cash Flows for the period December 31, 1996 to
June 30, 1997 and
January 2, 1996 to July 1, 1996..........................................
Notes to Consolidated Financial Statements................................
2
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 30, 1996
JUNE 30, DECEMBER 30,
1997 1996
------------ ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......................... $ 4,647,000 $ 5,259,000
Accounts receivable............................... 746,000 828,000
Inventories....................................... 1,455,000 1,667,000
Prepaid expenses.................................. 1,376,000 1,338,000
Current portion of deferred income taxes.......... 438,000 438,000
------------ ------------
Total current assets............................ 8,662,000 9,530,000
PROPERTY AND EQUIPMENT.............................. 45,288,000 36,765,000
GOODWILL............................................ 108,613,000 94,324,000
DEFERRED INCOME TAXES............................... 3,426,000 3,426,000
OTHER ASSETS:
Deferred financing costs.......................... 7,015,000 6,577,000
Deferred organization costs....................... 141,000 170,000
Franchise agreements.............................. 4,662,000 4,245,000
------------ ------------
Total other assets.............................. 11,818,000 10,992,000
------------ ------------
TOTAL............................................... $177,807,000 $155,037,000
============ ============
LIABILITIES, SENIOR PREFERRED STOCK
AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and other accrued expenses....... $ 11,831,000 $ 10,333,000
Accrued payroll................................... 3,432,000 3,571,000
Accrued sales tax payable......................... 970,000 1,021,000
Accrued interest payable.......................... 1,007,000 911,000
Current portion of long-term debt................. 550,000 525,000
Current portion of capital leases................. 113,000 110,000
------------ ------------
Total current liabilities....................... 17,903,000 16,471,000
LONG-TERM DEBT--Less current portion................ 128,194,000 107,167,000
LONG-TERM DEBT--Related parties..................... 600,000 600,000
OTHER LONG-TERM LIABILITIES......................... 15,000 63,000
------------ ------------
Total liabilities............................... 146,712,000 124,301,000
SENIOR PREFERRED STOCK.............................. 32,264,000 30,303,000
STOCKHOLDERS' EQUITY:
Preferred stock................................... 75 75
Common stock...................................... 8,933 8,933
Additional paid-in capital........................ 5,256,992 7,277,992
Retained earnings (deficit)....................... (6,435,000) (6,854,000)
------------ ------------
Total stockholders' equity...................... (1,169,000) 433,000
TOTAL............................................... $177,807,000 $155,037,000
============ ============
See notes to consolidated financial statements.
3
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE PERIODS ENDED JUNE 30, 1997 AND JULY 1, 1996
APRIL 1, APRIL 2,
1997 TO 1996 TO
JUNE, 30 % OF JULY 1 % OF
1997 SALES 1996 SALES
----------- ------ ----------- -----
SALES
Restaurant food sales............... $52,442,000 96.4% $52,399,000 97.9%
Non-food sales...................... 1,953,000 3.6 1,144,000 2.1
----------- ------ ----------- -----
Total sales....................... 54,395,000 100.00 53,543,000 100.0
RESTAURANT OPERATING EXPENSES:
Cost of food sales.................. 15,979,000 29.4 16,250,000 30.3
Cost of non-food sales.............. 1,831,000 3.4 1,055,000 2.0
Restaurant labor and related costs.. 13,375,000 24.6 13,250,000 24.7
Occupancy........................... 5,752,000 10.6 5,566,000 10.4
Depreciation and amortization of
goodwill and franchise
agreements......................... 2,085,000 3.8 1,856,000 3.5
Advertising......................... 2,823,000 5.2 2,582,000 4.8
Royalties........................... 1,836,000 3.4 1,837,000 3.4
Loss on disposition of equipment.... 650,000 1.2
Other operating expenses............ 4,531,000 8.3 4,376,000 8.2
----------- ------ ----------- -----
Total restaurant operating
expenses......................... 48,862,000 89.9 46,772,000 87.3
GENERAL AND ADMINISTRATIVE EXPENSES... 2,175,000 4.0 1,842,000 3.4
OTHER OPERATING EXPENSES:
Depreciation expense--office........ 144,000 0.3 113,000 0.2
Gain on sale of restaurants......... (1,866,000) (3.4)
Loss on disposal of fixed assets.... 48,000 0.1
Management and directors' fees...... 192,000 0.4 197,000 0.4
----------- ------ ----------- -----
Total other operating expenses.... (1,482,000) (2.6) 310,000 0.6
----------- ------ ----------- -----
OPERATING INCOME...................... 4,840,000 8.7 4,619,000 8.7
OTHER INCOME (EXPENSE):
Interest expense.................... (2,975,000) (5.5) (2,053,000) (3.8)
Interest expense--related party..... (9,000) (965,000) (1.8)
Amortization of deferred costs...... (152,000) (0.3) (255,000) (0.5)
Other income (expense)--net ........ 58,000 0.1 (9,000)
----------- ------ ----------- -----
Total other expense............... (3,078,000) (5.7) (3,282,000) (6.1)
----------- ------ ----------- -----
INCOME BEFORE PROVISION FOR INCOME
TAXES................................ 1,762,000 3.0 1,337,000 2.6
INCOME TAX PROVISION.................. 705,000 1.3 548,000 1.0
----------- ------ ----------- -----
NET INCOME............................ $ 1,057,000 1.7% $ 789,000 1.6%
=========== ====== =========== =====
PREFERRED STOCK DIVIDENDS (cumulative,
undeclared).......................... $ 1,017,000
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING.......................... 999.99 999.99
NET INCOME PER COMMON SHARE........... $ 0.60 $ 1.26
See notes to consolidated financial statements.
4
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX PERIODS ENDED JUNE 30, 1997 AND JULY 1, 1996
DECEMBER 31, JANUARY 2,
1996 TO 1996 TO
JUNE 30, % OF JULY 1, % OF
1997 SALES 1996 SALES
------------ ----- ----------- -----
SALES
Restaurant food sales............... $100,634,000 97.0% $94,650,000 97.9%
Non-food sales...................... 3,154,000 3.0 1,996,000 2.1
------------ ----- ----------- -----
Total sales....................... 103,788,000 100.0 96,646,000 100.0
RESTAURANT OPERATING EXPENSES:
Cost of food sales.................. 30,571,000 29.5 29,450,000 30.5
Cost of non-food sales.............. 2,970,000 2.9 1,888,000 2.0
Restaurant labor and related costs.. 26,318,000 25.4 24,309,000 25.2
Occupancy........................... 11,425,000 11.0 10,383,000 10.7
Depreciation and amortization of
goodwill and franchise
agreements......................... 4,077,000 3.9 3,525,000 3.6
Advertising......................... 5,399,000 5.2 4,676,000 4.8
Royalties........................... 3,525,000 3.4 3,316,000 3.4
Loss on disposition of equipment.... 650,000 0.6
Other operating expenses............ 9,018,000 8.7 8,087,000 8.4
------------ ----- ----------- -----
Total restaurant operating
expenses......................... 93,953,000 90.6 85,634,000 88.6
GENERAL AND ADMINISTRATIVE EXPENSES... 4,148,000 4.0 3,563,000 3.7
OTHER OPERATING EXPENSES:
Depreciation expense--office........ 277,000 0.3 206,000 0.2
Gain on sale of restaurants......... (1,866,000) (1.8)
Loss on disposal of fixed assets.... 71,000 0.1
Management and directors' fees...... 315,000 0.3 315,000 0.3
------------ ----- ----------- -----
Total other operating expenses.... (1,203,000) (1.1) 521,000 0.5
------------ ----- ----------- -----
OPERATING INCOME. 6,890,000 6.5 6,928,000 7.2
OTHER INCOME (EXPENSE):
Interest expense.................... (5,911,000) (5.7) (4,003,000) (4.1)
Interest expense--related party..... (18,000) (1,757,000) (1.8)
Amortization of deferred costs...... (304,000) (0.3) (479,000) (0.5)
Other income (expense)--net ........ 42,000 (12,000)
------------ ----- ----------- -----
Total other expense............... (6,191,000) (6.0) (6,251,000) (6.4)
------------ ----- ----------- -----
INCOME BEFORE PROVISION FOR INCOME
TAXES................................ 699,000 0.5 677,000 0.8
INCOME TAX PROVISION.................. 280,000 0.3 277,000 .03
------------ ----- ----------- -----
NET INCOME............................ $ 419,000 0.2% $ 400,000 0.5%
============ ===== =========== =====
PREFERRED STOCK DIVIDENDS (cumulative,
undeclared).......................... $ 2,002,000
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING.......................... 897.34 999.99
NET LOSS PER COMMON SHARE............. $ (1.77) $ 0.47
See notes to consolidated financial statements.
5
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE SIX PERIODS ENDED JUNE 30, 1997 AND THE FISCAL YEAR ENDED DECEMBER 30,
1996
ADDITIONAL RETAINED
PREFERRED COMMON PAID-IN EARNINGS
STOCK STOCK CAPITAL (DEFICIT) TOTAL
--------- ------ ----------- ----------- -----------
INITIAL ISSUANCE OF
STOCK.................. $56 $ 10 $ 5,699,934 $ 5,700,000
Issuance of preferred
stock................ 19 1,899,981 1,900,000
Net income............ $ 241,000 241,000
--- ------ ----------- ----------- -----------
BALANCE--December 31,
1994................... 75 10 7,599,915 241,000 7,841,000
Net income............ 902,000 902,000
--- ------ ----------- ----------- -----------
BALANCE--January 1,
1996................... 75 10 7,599,915 1,143,000 8,743,000
Dividends on senior
preferred stock...... (303,000) (303,000)
Amortization of senior
preferred stock
issuance costs....... (10,000) (10,000)
Recapitalization of
common stock......... 8,923 (8,923)
Net loss.............. (7,997,000) (7,997,000)
--- ------ ----------- ----------- -----------
BALANCE--December 30,
1996................... 75 8,933 7,277,992 (6,854,000) 433,000
Dividends on senior
preferred stock...... (1,961,000) (1,961,000)
Amortization of senior
preferred stock
issuance costs....... (60,000) (60,000)
Net income............ 419,000 419,000
--- ------ ----------- ----------- -----------
BALANCE--June 30, 1997.. $75 $8,933 $ 5,256,992 $(6,435,000) $(1,169,000)
=== ====== =========== =========== ===========
See notes to consolidated financial statements.
6
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX PERIODS ENDED JUNE 30, 1997 AND JULY 1, 1996
DECEMBER 31,
1996 JANUARY 2,
JUNE 30, 1996
1997 JULY 1, 1996
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income......................................... $ 419,000 $ 400,000
Adjustments to reconcile net income (loss) to net
cash flows from operating activities:
Depreciation and amortization.................... 4,658,000 4,210,000
Provision for disposition of equipment........... 650,000
Gain on sale of restaurants...................... (1,866,000)
Changes in:
Accounts receivable............................ 82,000 193,000
Inventories.................................... 212,000 (766,000)
Prepaid expenses............................... (38,000) (1,512,000)
Accounts payable and accrued expenses.......... 1,404,000 5,864,000
------------ ------------
Net cash flows from operating activities..... 5,521,000 8,389,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of restaurant franchise agreements,
equipment and goodwill.......................... (26,642,000) (39,415,000)
Cash paid for franchise agreements............... (152,000) (81,000)
Cash paid for property and equipment............. (7,732,000) (2,837,000)
Proceeds from sale of restaurants................ 8,158,000 816,000
------------ ------------
Net cash flows from investing activities..... (26,368,000) (41,517,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt..................... 21,308,000 85,000,000
Proceeds from subordinated debt-related party.... 15,000,000
Cash paid for financing costs.................... (772,000) (2,688,000)
Advances under line of credit.................... 5,000,000
Payments on line of credit....................... (1,500,000)
Payments on long-term debt....................... (256,000) (66,341,000)
Payments on capital leases....................... (45,000) (52,000)
------------ ------------
Net cash flows from financing activities..... 20,235,000 34,419,000
------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS............ (612,000) 1,291,000
CASH AND CASH EQUIVALENTS--Beginning of period..... 5,259,000 1,887,000
------------ ------------
CASH AND CASH EQUIVALENTS--End of period........... $ 4,647,000 $ 3,178,000
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest......... $ 5,833,000 $ 5,081,000
============ ============
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Senior preferred stock dividends (cumulative, non-
declared)......................................... $ 2,002,000
============
See notes to consolidated financial statements.
7
AMERIKING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all of the adjustments necessary (consisting of
normal and recurring accruals) to present fairly the Company's financial
position as of June 30, 1997 and December 30, 1996, the results of operations
for the three and six periods ended June 30, 1997 and July 1, 1997 and cash
flows for six periods ended June 30, 1997 and July 1, 1996. These financial
statements should be read in conjunction with the Company's annual report on
Form 10K for the fiscal year ended December 30, 1996 filed on March 28, 1997.
The results of operations for the three and six periods ended June 30, 1997
and July 1, 1996 are not necessarily indicative of the results to be expected
for the full fiscal year.
On June 16, 1997, the Company successfully completed the acquisition of 26
restaurants in the Fayetteville and Raleigh Durham areas (the "North Carolina
Acquisition") from a franchisee for an aggregate purchase price of
approximately $26.6 million including acquisition related real estate.
Inventories--Inventories consist primarily of restaurant food and supplies
and are stated at the lower of cost or market. Cost is determined using the
first-in, first-out (FIFO) method.
Net Income (Loss) Per Common Share--Net income per share was computed by
deducting from the Company's net income dividends payable to the holders of
Class A1, Class A2 and Class B Preferred Stock (collectively, the "Preferred
Stock") and 13% Senior Exchangeable Preferred Stock due 2008, (the "Senior
Preferred Stock"), and amortization of the issuance costs on the Senior
Preferred Stock and using the weighted average number of common stock of the
Company (the "Common Stock"), and common stock equivalent shares outstanding on
a post-split basis.
Pro Forma Operating Results (Unaudited)--The following are the pro forma
operating results for three and six periods ended June 30, 1997 and July 1,
1996 as if the North Carolina acquisition by the Company had occurred on
January 2, 1996. The pro forma results give effect to changes in depreciation
and amortization resulting from valuing property and franchise agreements at
their estimated fair value and recording the excess of purchase price over the
net assets acquired (000's omitted):
SIX PERIODS THREE PERIODS
--------------------- ---------------
APRIL
JANUARY 1, APRIL
DECEMBER 31, 2, 1997 TO 2,
1996 TO 1996 TO JUNE 1996 TO
JUNE 30, JULY 1, 30, JULY 1,
1997 1996 1997 1996
------------ -------- ------- -------
Net Sales.......................... $120,527 $113,138 $61,480 $60,635
Income from operations............. $ 14,099 $ 13,375 $ 8,460 $ 7,834
The pro forma results of operations are not necessarily indicative of the
actual operating results that would have occurred had the acquisitions been
consummated at the beginning of the respective periods.
2. LONG-TERM DEBT
On June 16, 1997, the Company amended and restated its Second Amended and
Restated Credit Agreement (the "Third Amended and Restated Revolving Credit
Agreement") to provide for an increased commitment under its revolving credit
facility (the "Revolver"). Under the Third Amended and Restated Revolving
Credit Agreement, FNBB and the other lenders thereto committed to increase the
borrowing capacity of the Revolver from $15 million to $50 million. Pursuant to
the terms of the Third Amended and Restated Revolving Credit Agreement, the
interest rate, amortization schedule and maturity of the Revolver were revised.
Interest is calculated as the lesser of the base rate or the Eurodollar rate
and is payable, at a minimum, quarterly. The Third Amended and Restated
Revolving Credit Agreement calls for no principal amortization and matures in
June 2002. On June 16, 1997, $21.3 million was borrowed against the Revolver to
finance the North Carolina Acquisition.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company operates Burger King restaurants through its wholly owned
subsidiaries, each of which is a party to a BKC franchise agreement. BKC
franchise agreements require a one-time franchise fee (currently $40,000), a
monthly royalty fee of 3.5% of each restaurant's gross sales and a monthly
advertising contribution of 4.0% of gross sales. Most franchise agreements
provide for a term of 20 years, and, at the option of the franchise and BKC, a
renewal franchise agreement may be granted by BKC upon payment of the then
current franchise fee provided that the restaurant meets BKC's operating
standards applicable at that time and the franchisee is not in default under
the relevant franchise agreement. In addition, the Company has reached a
separate agreement with BKC in which the Company has committed to spend 1% of
gross sales on local advertising to supplement BKC's national advertising
activities.
As the Company acquires additional Burger King restaurants, it capitalizes
the value of franchise agreements based on the number of years remaining on
the terms of the agreement and the franchise fee in effect at the time of
acquisition (currently, $40,000 over a 20 year term or $2,000 per year) and it
capitalizes excess cost over fair value of the other net assets acquired and
amortizes goodwill expense for financial statement purposes over a 35-year
period. The Company generally purchases assets and is able to deduct goodwill
amortization expense for tax purposes over a 15-year period.
Restaurant sales include food sales and merchandise sales. Merchandise sales
include convenience store sales at the Company's dual-use facilities (of which
the Company currently has ten), as well as sales of promotional products at
the Company's restaurants. Historically, merchandise sales have contributed
less than 3.0% to restaurant sales. Promotional products, which account for
the majority of merchandise sales, are generally sold at or near the Company's
costs.
EBITDA represents operating income plus depreciation and amortization
(including losses on disposal of fixed assets, losses on disposition of
equipment less gain on sale of restaurants) and management and director's
fees. While EBITDA should not be construed as a substitute for operating
income or a better indicator of liquidity than cash flow from operating
activities, which are determined in accordance with generally accepted
accounting principles, EBITDA is included to provide additional information
with respect to the ability of the Company to meet its future debt service,
capital expenditure and working capital requirements. In addition, management
believes that certain investors find EBITDA to be a useful tool for measuring
the ability of the Company to service its debt. EBITDA is not necessarily a
measure of the Company's ability to fund its cash needs. See the Consolidated
Statements of Cash Flows of the Company and the related notes to the
Consolidated Financial Statements included herein.
The Company includes in the comparable restaurant sales analysis discussed
below only those restaurants that have been in operation for a minimum of
thirteen months. For a restaurant not operating for the entire prior annual
period, the sales for the interim period in the prior year are compared to
that for the comparable interim period in the indicated year.
THREE PERIODS ENDED JUNE 30, 1997 COMPARED TO QUARTER ENDED JULY 1, 1996
Restaurant Sales. Total sales increased $0.9 million or 1.6% during the
three periods ended June 30, 1997, to $54.4 million from $53.5 million during
the three periods ended July 1, 1996, due primarily to the inclusion of the 26
restaurants purchased on June 16, 1997. In addition, the Company developed 5
restaurants, sold 10 restaurants, and closed 2 restaurants in 1997. Newly
acquired restaurants accounted for $1.3 million of the total increase in
restaurant sales, while new restaurant development accounted for $2.9 million
of the increase in sales. Sales at the comparable restaurants owned by the
Company for the three periods ended June 30, 1997 decreased $0.6 million or
(1.2%). Total sales were reduced by $2.4 million due the 10 restaurants sold
and $0.3 million due to the restaurants closed during the three periods.
9
Restaurant Operating Expenses. Total restaurant operating expenses increased
$2.1 million, or 4.5% during the three periods ended June 30, 1997, to $48.9
million from $46.8 million during the three months ended July 1, 1996. As a
percentage of sales, restaurant operating expenses increased 2.6% to 89.9%
during the three periods ended June 30, 1997 from 87.3% during the three
periods ended July 1, 1996.
Cost of sales increased $0.5 million during the three periods ended June 30,
1997, and increased 0.5% as a percentage of sales to 32.8% during the three
periods ended June 30, 1997 from 32.3% during the three periods ended July 1,
1996. The percentage increase in cost of sales was due to a 1.4% increase in
the cost of non-food sales offset by a 1.0% decrease on the cost of food sales,
primarily as a result of a lower level of discounting and improved cost
controls.
Restaurant labor and related expenses increased $0.1 million during the three
periods ended June 30, 1997, and decreased 0.1% as a percentage of restaurant
sales to 24.6% during the three periods ended July 1, 1996 from 24.7% during
the three periods ended July 1, 1996. The increase in restaurant labor was due
to an increase in the federal minimum wage offset by a $0.2 million decrease in
accrued payroll taxes.
Depreciation and amortization increased $0.2 million during the three periods
ended June 30, 1997, to $2.1 million during the three periods ended June 30,
1997 from $1.9 million during the three periods ended July 1, 1996. As a
percentage of sales, depreciation and amortization expense increased 0.3% to
3.8% during the three periods ended June 30, 1997 from 3.5% during the three
periods ended July 1, 1996. The increase was due primarily to the increase in
goodwill amortization resulting from the purchase method of accounting for the
newly acquired restaurants.
Occupancy and other expenses increased $1.2 million during the three periods
ended June 30, 1997, and increased 1.9% as a percentage of sales to 28.7%
during the three periods ended June 30, 1997 from 26.8% during the three
periods ended July 1, 1996. Occupancy expense increased $0.2 million, and
increased 0.2% as a percentage of sales to 10.6% during the three periods ended
June 30, 1997 from 10.4% during the three periods ended July 1, 1996. Other
operating expenses increased $1.0 million during the three periods ended June
1, 1997, and increased 1.7% as a percentage of sales to 18.1% during the three
periods ended June 30, 1997 from 16.4% during the three periods ended July 1,
1996. This decrease is a primarily a result of the provision for disposition of
equipment of $0.7 million and an increase in local advertising pursuant to the
BKC Agreement.
EBITDA. Earnings before interest, taxes, depreciation, and amortization
decreased $0.6 million or 8.5% to $6.2 million for the three periods ended June
30, 1997 from $6.8 million for the three periods ended July 1, 1996. As a
percentage of restaurant sales, EBITDA decreased 1.3%, to 11.4% for the three
periods ended June 30, 1997 from 12.7% for the three periods ended July 1,
1996.
Operating Income. Operating income increased $0.9 or 18.9% to $5.5 million
during the three periods ended June 30, 1997 from $4.6 million during the three
periods ended July 1, 1996. As a percentage of sales, operating income
increased 1.2%, to 9.9% during the three periods ended June 30, 1997 from 8.7%
during the three periods ended July 1, 1996. This increase is a primarily a
result of the gain of $1.9 million realized upon the sale of the 10
restaurants.
SIX PERIODS ENDED JUNE 30, 1997 COMPARED TO QUARTER ENDED JULY 1, 1996
Restaurant Sales. Total sales increased $7.1 million or 7.4% during the six
periods ended June 30, 1997, to $103.8 million from $96.7 million during the
six periods ended July 1, 1996, due primarily to the inclusion of the 26
restaurants purchased on June 16, 1997. In addition, the Company developed 5
restaurants, sold 10 restaurants, and closed 2 restaurants in 1997. Newly
acquired restaurants accounted for $4.8 million of the total increase in
restaurant sales, while new restaurant development accounted for $4.6 million
of the increase in sales. Sales at the comparable restaurants owned by the
Company for the six periods ended June 30, 1997 increased $0.4 million or 0.4%.
Total sales were reduced by $2.4 million due the 10 restaurants sold and $0.3
million due to the restaurants closed during the six periods.
10
Restaurant Operating Expenses. Total restaurant operating expenses increased
$8.3 million, or 9.7% during the six periods ended June 30, 1997, to $93.9
million from $85.6 million during the six months ended July 1, 1996, due
primarily to the inclusion of the 26 restaurants purchased on June 16, 1997.
In addition, the company developed 5 restaurants, sold 10 restaurants and
closed 2 restaurants in 1997. As a percentage of sales, restaurant operating
expenses increased 2.0% to 90.6% during the six periods ended June 30, 1997
from 88.6% during the six periods ended July 1, 1996.
Cost of sales increased $2.2 million during the six periods ended June 30,
1997, but decreased 0.1% as a percentage of sales to 32.4% during the six
periods ended June 30, 1997 from 32.5% during the six periods ended July 1,
1996. The increase in cost of sales was due to a 0.9% increase in the cost of
non-food sales offset by a 1.0% decrease on the cost of food sales, primarily
as a result of a lower level of discounting and improved cost controls.
Restaurant labor and related expenses increased $2.0 million during the six
periods ended June 30, 1997, and increased 0.2% as a percentage of restaurant
sales to 25.4% during the six periods ended July 1, 1996 from 25.2% during the
six periods ended July 1, 1996. The percentage increase in restaurant labor
was due to an increase in the federal minimum wage.
Depreciation and amortization increased $0.6 million during the six periods
ended June 30, 1997, to $4.1 million during the six periods ended June 30,
1997 from $3.5 million during the six periods ended July 1, 1996. As a
percentage of sales, depreciation and amortization expense increased 0.3% to
3.9% during the six periods ended June 30, 1997 from 3.6% during the six
periods ended July 1, 1996. The increase was due primarily to the increase in
goodwill amortization resulting from the purchase method of accounting for the
newly acquired restaurants.
Occupancy and other expenses increased $3.6 million during the six periods
ended June 30, 1997, and increased 1.6% as a percentage of sales to 28.9%
during the six periods ended June 30, 1997 from 27.3% during the six periods
ended July 1, 1996. Occupancy expense increased $1.0 million, and increased
0.3% as a percentage of sales to 11.0% during the six periods ended June 30,
1997 from 10.7% during the six periods ended July 1, 1996. Other operating
expenses increased $2.6 million during the six periods ended June 1, 1997, and
increased 1.3% as a percentage of sales to 17.9% during the six periods ended
June 30, 1997 from 16.6% during the six periods ended July 1, 1996. This
increase is primarily the result of the provision for disposition of equipment
of $0.7 million and an increase in local advertising pursuant to the BKC
Agreement.
EBITDA. Earnings before interest, taxes, depreciation, and amortization
decreased $0.4 million or 4.1% to $10.5 million for the six periods ended June
30, 1997 from $10.9 million for the six periods ended July 1, 1996. As a
percentage of restaurant sales, EBITDA decreased 1.3%, to 10.1% for the six
periods ended June 30, 1997 from 11.4% for the six periods ended July 1, 1996.
Operating Income. Operating income increased $0.6 million or 8.8% to $7.5
million during the six periods ended June 30, 1997 from $6.9 million during
the six periods ended July 1, 1996. As a percentage of sales, operating income
decreased 0.1%, to 7.1% during the six periods ended June 30, 1997 from 7.2%
during the six periods ended July 1, 1996. This increase is a primarily a
result of the gain of $1.9 million realized upon the sale of the 10 stores.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements following its concurrent offerings
(together, the "Offerings") of $100.0 million of 10 3/4% Senior Notes due 2006
(the "Senior Notes") and $30.0 million of units (the "Units") consisting of
1.2 million shares of Senior Preferred Stock and 30,000 shares of Common Stock
will be used to finance additional acquisitions, capital expenditures in
connection with the development of new restaurants, upgrades of acquired and
existing restaurants and general working capital needs. The Company has
budgeted approximately $355,000 for the development of each of its new
restaurants. The Company anticipates it will spend approximately an additional
$3.0 to $5.0 million annually for other capital expenditures. In
11
connection with certain of its previous acquisitions of Burger King
restaurants, the Company committed to expend up to $2.3 million by September 1,
1997 to upgrade the initial 68 Burger King restaurants it acquired. The Company
has met this commitment. In addition, the Company has committed to BKC that it
will make capital expenditures at its AmeriKing Tennessee Corporation I
restaurants of approximately $1.5 million on or before September 7, 1997, of
which approximately ninety percent had been made as of June 30, 1997. The
Company has further committed to BKC that for the foreseeable future (i) it
will make capital expenditures on its existing restaurants equal to 1% of its
gross sales and (ii) it will spend an amount equal to 1% of its gross sales on
local advertising. The Company has also committed to BKC that it will develop
17 restaurants in fiscal 1997. In the event the Company fails to develop at
least 14 restaurants in fiscal 1997, the Company will pay BKC $150,000. In
addition to the extent the Company develops 13 or fewer restaurants in fiscal
1997, the Company will be obligated to pay BKC $75,000 for each restaurant less
than 14 it fails to develop. The actual amount of the Company's cash
requirements for capital expenditures depends on, among other things, the
number of new restaurants opened or acquired and the costs associated with such
restaurants and the number of franchises subject to renewal and the costs
associated with bringing the related restaurants up to BKC's then current
design specifications in connection with these franchise renewals.
The Company is structured as a holding company with no independent
operations, as the Company's operations are conducted exclusively through its
wholly owned subsidiaries. The Company's only significant assets are the
capital stock of its subsidiaries. As a holding company, the Company's cash
flow, its ability to meet its debt service requirements and its ability to pay
cash dividends on the Senior Preferred Stock are dependent upon the earnings of
its subsidiaries and their ability to declare dividends or make other
intercompany transfers to the Company. Under the terms of the indenture
pursuant to which the Senior Notes were offered (the "Indenture"), the
Company's subsidiaries may incur certain indebtedness pursuant to agreements
that may restrict the ability of such subsidiaries to make such dividends or
other intercompany transfers necessary to service the Company's obligations,
including its obligations under the Senior Notes, the Senior Preferred Stock
and any 13% Subordinated Exchange Debentures due 2008 (the "Exchange
Debentures") the Company may exchange pursuant to the Indenture. The Indenture
restricts, among other things, the Company's and its Restricted Subsidiaries'
(as defined in the Indenture) ability to pay dividends or make certain other
restricted payments, including the payment of cash dividends on or the
redemption of the Senior Preferred Stock, to incur additional indebtedness, to
encumber or sell assets, to enter into transactions with affiliates, to enter
into certain guarantees of indebtedness, to make restricted investments, to
merge or consolidate with any other entity and to transfer or lease all or
substantially all of their assets. In addition, (I) the Company's Amended and
Restated Credit Agreement (as defined) with the First National Bank of Boston
and other lenders thereto contains other and more restrictive covenants and
prohibits the Company's subsidiaries from declaring dividends or making other
intercompany transfers to the Company in certain circumstances and (ii)
agreements reached with BKC contain restrictions with respect to dividend
payments and intercompany loans.
The Company believes that the proceeds from its Offerings, together with its
available credit of $28.7 million under its Amended and Restated Credit
Agreement and the Company's cash on hand, will be sufficient to cover its
working capital, capital expenditures, planned development and debt service
requirements for fiscal 1997. The Company expects that additional financing
will be required in connection with any significant acquisitions in the future.
12
PART II
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
EXHIBITS
The following exhibits are filed as part of this report.
2.34 STOCK PURCHASE AGREEMENT DATED JULY 22, 1997 among THE SHAREHOLDERS OF
B&J RESTAURANTS, INC., and NATIONAL RESTAURANT ENTERPRISES, INC.
10.54 THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of June
17, 1997 among NATIONAL RESTAURANT ENTERPRISES, INC., AMERIKING INC. and
BANKBOSTON, N.A.
A list of exhibits included as part of this Form 10-Q or incorporated by
reference is set forth in the Index to Exhibits. Included in the Index to
Exhibits are the following exhibits which constitute management contracts or
compensatory plans or arrangements.
1. TJC Consulting Agreement
2. Jaro Employment Agreement
3. Osborn Employment Agreement
4. Hubert Employment Agreement
5. Aaseby Employment Agreement
6. Vasatka Employment Agreement
7. New Osborn Employment Agreement
REPORTS ON FORM 8-K
1. On July 14, 1997, the Company filed a Current Report on Form 8-K,
announcing under Item 2 the consummation of the purchase of 26 restaurants in
the Fayetteville and Raleigh Durham, North Carolina areas.
13
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, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WESTCHESTER, STATE OF
ILLINOIS.
Ameriking, Inc.
- -------------------------------------
-------------------------------------
Date Lawrence E. Jaro
Managing Owner, Chairman and Chief
Executive Officer
- -------------------------------------
-------------------------------------
Date Joel Aaseby
Chief Financial Officer and
Corporate Secretary (Principal
Financial and Accounting Officer)
14
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
1.1 FORM OF UNDERWRITING AGREEMENT FOR NOTES OFFERING.... *
1.2 FORM OF UNDERWRITING AGREEMENT FOR UNITS OFFERING.... *
2.1++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN BURGER KING CORPORATION ("BKC") AND NATIONAL
RESTAURANT ENTERPRISES, INC. ("ENTERPRISES") (Filed
as exhibit 2.1 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
2.2++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN JARO ENTERPRISES, INC. AND AMERIKING, INC.
(FORMERLY KNOWN AS NRE HOLDINGS, INC.) ("AMERIKING")
(Filed as exhibit 2.2 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
2.3++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN JARO RESTAURANTS, INC. AND AMERIKING (Filed
as exhibit 2.3 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
2.4++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN TABOR RESTAURANTS ASSOCIATES, INC. AND
AMERIKING (Filed as exhibit 2.4 to AmeriKing's Regis-
tration Statement (No. 333-04261) and incorporated
herein by reference)................................. *
2.5++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER, 1,
1994, BETWEEN JB RESTAURANTS, INC. AND AMERIKING
(Filed as exhibit 2.5 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
2.6++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN CASTLEKING, INC. AND AMERIKING (Filed as ex-
hibit 2.6 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)..... *
2.7++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN OSBURGER, INC. AND AMERIKING (Filed as ex-
hibit 2.7 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)..... *
2.8++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN WHITE-OSBORN RESTAURANTS, INC. AND AMERIKING
(Filed as exhibit 2.8 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
2.9++ PURCHASE AND SALE AGREEMENT, DATED NOVEMBER 30, 1994,
BY AND AMONG SHELDON T. FRIEDMAN, BNB LAND VENTURE,
INC. AND ENTERPRISES (Filed as exhibit 2.9 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
2.10++ ASSET PURCHASE AGREEMENT, DATED JULY 5, 1995, BY AND
AMONG DMW, INC., DANIEL L. WHITE AND AMERIKING COLO-
RADO CORPORATION I (Filed as exhibit 2.10 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
2.11++ ASSET PURCHASE AGREEMENT, DATED JULY 5, 1995, BY AND
AMONG WSG, INC., DANIEL L. WHITE, SUSAN J. WAKEMAN,
GEORGE ALAIZ, JR. AND AMERIKING COLORADO CORPORATION
I (Filed as exhibit 2.11 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
2.12++ PURCHASE AGREEMENT, DATED NOVEMBER 21, 1995, BY AND
AMONG QSC, INC., THE SHAREHOLDERS OF QSC, INC. AND
AMERIKING TENNESSEE CORPORATION I (Filed as exhibit
2.12 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
2.13++ PURCHASE AGREEMENT, DATED NOVEMBER 21, 1995, BY AND
AMONG RO-LANK, INC., THE SHAREHOLDERS OF RO-LANK,
INC. AND AMERIKING TENNESSEE CORPORATION I (Filed as
exhibit 2.13 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
2.14++ PURCHASE AND SALE AGREEMENT, DATED NOVEMBER 30, 1995,
BY AND AMONG C&N DINING, INC. AND AFFILIATES AND
AMERIKING VIRGINIA CORPORATION I (Filed as exhibit
2.14 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
2.15++ AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT, DATED
FEBRUARY 7, 1996, BY AND AMONG C&N DINING, INC. AND
AFFILIATES AND AMERIKING VIRGINIA CORPORATION I
(Filed as exhibit 2.15 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
2.16++ ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BE-
TWEEN THIRTY-FORTY, INC. AND AMERIKING CINCINNATI
CORPORATION I (Filed as exhibit 2.16 to AmeriKing's
Registration Statement (No. 333-04261) and incorpo-
rated herein by reference)........................... *
2.17++ ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BE-
TWEEN HOUSTON, INC. AND AMERIKING CINCINNATI CORPORA-
TION I (Filed as exhibit 2.17 to AmeriKing's Regis-
tration Statement (No. 333-04261) and incorporated
herein by reference)................................. *
2.18++ ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BE-
TWEEN FIFTH & RACE, INC. AND AMERIKING CINCINNATI
CORPORATION I (Filed as exhibit 2.18 to AmeriKing's
Registration Statement (No. 333-04261) and incorpo-
rated herein by reference)........................... *
2.19 ASSET PURCHASE AGREEMENT among F&P ENTERPRISES, INC.,
THE SHAREHOLDERS OF F&P ENTERPRISES, INC. and NA-
TIONAL RESTAURANT ENTERPRISES, INC...................
2.20 AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT among
F&P ENTERPRISES, INC., THE SHAREHOLDERS OF F&P ENTER-
PRISES, INC. and NATIONAL RESTAURANT ENTERPRISES,
INC..................................................
2.21 ASSET PURCHASE AGREEMENT among NORTH FOODS, INC., THE
SHAREHOLDERS OF NORTH FOODS, INC. and NATIONAL RES-
TAURANT ENTERPRISES, INC.............................
2.22 ASSET PURCHASE AGREEMENT among NORTH FOODS, INC., THE
SHAREHOLDERS OF NORTH FOODS, INC. and NATIONAL RES-
TAURANT ENTERPRISES, INC.............................
2.23 AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT dated
June 16, 1997 among F&P ENTERPRISES, INC., THE SHARE-
HOLDERS OF F&P ENTERPRISES, INC. AND NATIONAL RESTAU-
RANT ENTERPRISES, INC. (Filed as exhibit 2.23 to
AmeriKing's Current Report on Form 8-K filed on July
14, 1997 and incorporated herein by reference)....... *
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
2.24 AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT dated
June 16, 1997 among F&P ENTERPRISES, INC., THE SHARE-
HOLDERS OF F&P ENTERPRISES, INC. AND NATIONAL RESTAU-
RANT ENTERPRISES, INC. (Filed as exhibit 2.24 to
AmeriKing's Current Report on Form 8-K filed on July
14, 1997 and incorporated herein by reference)....... *
2.25 AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT dated
June 16, 1997 among NORTH FOODS, INC., THE SHAREHOLD-
ERS OF NORTH FOODS, INC. AND NATIONAL RESTAURANT EN-
TERPRISES, INC. (Filed as exhibit 2.25 to AmeriKing's
Current Report on Form 8-K filed on July 14, 1997 and
incorporated herein by reference).................... *
2.26 AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT dated
June 16, 1997 among NORTH FOODS, INC., THE SHAREHOLD-
ERS OF NORTH FOODS, INC. AND NATIONAL RESTAURANT EN-
TERPRISES, INC. (Filed as exhibit 2.26 to AmeriKing's
Current Report on Form 8-K filed on July 14, 1997 and
incorporated herein by reference).................... *
2.27 REAL ESTATE PURCHASE AGREEMENT dated March 7, 1997
among T&B LEASING, THOMAS FICKLING AND WILLIAM PREN-
TICE (the "PARTNERS"), AND CASTLE PROPERTIES, LLC.
(Filed as exhibit 2.27 to AmeriKing's Current Report
on Form 8-K filed on July 14, 1997 and incorporated
herein by reference)................................. *
2.28 AMENDMENT NO. 1 TO THE REAL ESTATE PURCHASE AGREEMENT
dated April 8, 1997 among T&B LEASING, THOMAS
FICKLING AND WILLIAM PRENTICE (the "PARTNERS") AND
CASTLE PROPERTIES, LLC. (Filed as exhibit 2.28 to
AmeriKing's Current Report on Form 8-K filed on July
14, 1997 and incorporated herein by reference)....... *
2.29 AMENDMENT NO. 2 TO THE REAL ESTATE PURCHASE AGREEMENT
dated June 16, 1997 among T&B LEASING, THOMAS
FICKLING AND WILLIAM PRENTICE (the "PARTNERS"), CAS-
TLE PROPERTIES, LLC AND NATIONAL RESTAURANT ENTER-
PRISES, INC. (Filed as exhibit 2.29 to AmeriKing's
Current Report on Form 8-K filed on July 14, 1997 and
incorporated herein by reference).................... *
2.30 AMENDMENT NO. 3 TO THE REAL ESTATE PURCHASE AGREEMENT
dated June 16, 1997 among T&B LEASING, THOMAS
FICKLING AND WILLIAM PRENTICE, INVESTORS TITLE EX-
CHANGE CORPORATION, AND NATIONAL RESTAURANT ENTER-
PRISES, INC. (Filed as exhibit 2.30 to AmeriKing's
Current Report on Form 8-K filed on July 14, 1997 and
incorporated herein by reference).................... *
2.31 REAL ESTATE PURCHASE AGREEMENT dated March 7, 1997
among W&W INVESTMENTS LIMITED PARTNERSHIP, THOMAS
FICKLING AND WILLIAM PRENTICE (the "GENERAL PART-
NERS"), AND CASTLE PROPERTIES, LLC. (Filed as exhibit
2.31 to AmeriKing's Current Report on Form 8-K filed
on July 14, 1997 and incorporated herein by refer-
ence)................................................ *
2.32 AMENDMENT NO. 1 TO THE REAL ESTATE PURCHASE AGREEMENT
dated April 8, 1997 among W&W INVESTMENTS LIMITED
PARTNERSHIP, THOMAS FICKLING AND WILLIAM PRENTICE
(the "PARTNERS") AND CASTLE PROPERTIES, LLC. (Filed
as exhibit 2.32 to AmeriKing's Current Report on Form
8-K filed on July 14, 1997 and incorporated herein by
reference)........................................... *
2.33 AMENDMENT NO. 2 TO THE REAL ESTATE PURCHASE AGREEMENT
dated June 16, 1997 among W&W INVESTMENT LIMITED
PARTNERSHIP, THOMAS FICKLING AND WILLIAM PRENTICE
(the "GENERAL PARTNERS"), CASTLE PROPERTIES, LLC AND
NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as ex-
hibit 2.33 to AmeriKing's Current Report on Form 8-K
filed on July 14, 1997 and incorporated herein by
reference)........................................... *
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
2.34 STOCK PURCHASE AGREEMENT DATED JULY 22, 1997 among
THE SHAREHOLDERS OF B&J RESTAURANTS, INC., and NA-
TIONAL RESTAURANT ENTERPRISES, INC...................
3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
AMERIKING (Filed as exhibit 3.1 to AmeriKing's Regis-
tration Statement (No. 333-04261) and incorporated
herein by reference)................................. *
3.2 AMENDED AND RESTATED BYLAWS OF AMERIKING (Filed as
exhibit 3.2 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference) *
4.1 STOCKHOLDERS AGREEMENT, DATED SEPTEMBER 1, 1994, BY
AND AMONG AMERIKING AND THE STOCKHOLDERS APPEARING ON
THE SIGNATURE PAGES THERETO (Filed as exhibit 4.1 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
4.2 CONSENT AND AMENDMENT NO. 1 TO STOCKHOLDERS AGREE-
MENT, DATED NOVEMBER 30, 1994, BY AND AMONG AMERIKING
AND THE STOCKHOLDERS APPEARING ON THE SIGNATURE PAGES
THERETO (Filed as exhibit 4.2 to AmeriKing's Regis-
tration Statement (No. 333-04261) and incorporated
herein by reference)................................. *
4.3 CONSENT AND AMENDMENT NO. 2 TO STOCKHOLDERS AGREE-
MENT, DATED FEBRUARY 7, 1996, BY AND AMONG AMERIKING
AND THE STOCKHOLDERS APPEARING ON THE SIGNATURE PAGES
THERETO (Filed as exhibit 4.3 to AmeriKing's Regis-
tration Statement (No. 333-04261) and incorporated
herein by reference)................................. *
4.4 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND
AMONG AMERIKING AND THE STOCKHOLDERS APPEARING ON THE
SIGNATURE PAGES THERETO (Filed as exhibit 4.4 to
AmeriKing's Form 10-K for the year ended December 30,
1996 and incorporated herein by reference)........... *
4.5 MANAGEMENT SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 1,
1994, BY AND AMONG AMERIKING, TABOR RESTAURANT ASSO-
CIATES, INC., JARO ENTERPRISES, INC., JARO RESTAU-
RANTS, INC., JB RESTAURANTS, INC., CASTLEKING, INC.,
WHITE-OSBORN RESTAURANTS, INC., OSBURGER, INC., LAW-
RENCE JARO, WILLIAM OSBORN, GARY HUBERT, JOEL AASEBY,
DONALD STAHURSKI AND SCOTT VASATKA (Filed as exhibit
4.5 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)......... *
4.6 STOCK OPTION AGREEMENT, DATED SEPTEMBER 1, 1994, BE-
TWEEN AMERIKING AND SCOTT VASATKA (Filed as exhibit
4.6 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)......... *
4.7 STOCK OPTION AGREEMENT, DATED SEPTEMBER 1, 1994, BE-
TWEEN AMERIKING AND DONALD STAHURSKI (Filed as ex-
hibit 4.7 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)..... *
4.8 WARRANT AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN
AMERIKING AND THE FIRST NATIONAL BANK OF BOSTON
(Filed as exhibit 4.8 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
4.9 COMMON STOCK PURCHASE WARRANT, DATED SEPTEMBER 1,
1994, BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS
INC. (Filed as exhibit 4.9 to AmeriKing's Registra-
tion Statement (No. 333-04261) and incorporated
herein by reference)................................. *
4.10 FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT,
DATED NOVEMBER 30, 1994 (Filed as exhibit 4.10 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
4.11 SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT,
DATED FEBRUARY 7, 1996 (Filed as exhibit 4.11 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
4.12 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
FROM AMERIKING TO MCIT PLC IN THE AGGREGATE PRINCIPAL
AMOUNT OF $11,000,000 (Filed as exhibit 4.12 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
4.13 AMENDED AND RESTATED DEFERRED LIMITED INTEREST GUAR-
ANTY, DATED FEBRUARY 7, 1996, FROM ENTERPRISES TO
MCIT PLC (Filed as exhibit 4.13 to AmeriKing's Regis-
tration Statement (No. 333-04261) and incorporated
herein by reference)................................. *
4.14 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
FROM AMERIKING TO JARO ENTERPRISES, INC. IN THE AG-
GREGATE PRINCIPAL AMOUNT OF $1,224,000 (Filed as ex-
hibit 4.14 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)..... *
4.15 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
FROM AMERIKING TO JARO RESTAURANTS, INC. IN THE AG-
GREGATE PRINCIPAL AMOUNT OF $112,000 (Filed as ex-
hibit 4.15 to AmeriKing's Registration Statement (No.
333-04261 ) and incorporated herein by reference).... *
4.16 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
FROM AMERIKING TO JB RESTAURANTS, INC. IN THE AGGRE-
GATE PRINCIPAL AMOUNT OF $2,019,000 (Filed as exhibit
4.16 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)......... *
4.17 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
FROM AMERIKING TO CASTLEKING, INC. IN THE AGGREGATE
PRINCIPAL AMOUNT OF $385,769 (Filed as exhibit 4.17
to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
4.18 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
FROM AMERIKING TO WHITE-OSBORN RESTAURANTS, INC. IN
THE AGGREGATE PRINCIPAL AMOUNT OF $659,231 (Filed as
exhibit 4.18 to AmeriKing's Registration Statement
(No. 333-04261 ) and incorporated herein by refer-
ence)................................................ *
4.19 SECURITIES PURCHASE AGREEMENT, DATED NOVEMBER 30,
1994, BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS,
INC. (Filed as exhibit 4.19 to AmeriKing's Registra-
tion Statement (No. 333-04261) and incorporated
herein by reference)................................. *
4.20 COMMON STOCK PURCHASE WARRANT, DATED NOVEMBER 30,
1994, BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS,
INC. (Filed as exhibit 4.20 to AmeriKing's Registra-
tion Statement (No. 333-04261) and incorporated
herein by reference)................................. *
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
4.21 JUNIOR SUBORDINATED NOTE, DATED NOVEMBER 30, 1994,
FROM AMERIKING TO BANCBOSTON INVESTMENTS, INC. IN THE
AGGREGATE PRINCIPAL AMOUNT OF $600,000 (Filed as ex-
hibit 4.21 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)..... *
4.22 SECURED PROMISSORY NOTE, DATED NOVEMBER 21, 1995,
FROM AMERIKING TENNESSEE CORPORATION I TO BKC IN THE
AGGREGATE PRINCIPAL AMOUNT OF $6,920,700 (Filed as
exhibit 4.22 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
4.23 AMENDMENT TO SECURED PROMISSORY NOTE, DATED MAY 21,
1996, FROM AMERIKING TENNESSEE CORPORATION I TO BKC
IN THE AGGREGATE PRINCIPAL AMOUNT OF $6,093,067
(Filed as exhibit 4.23 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
4.24 GUARANTY, DATED NOVEMBER 21, 1995, FROM LAWRENCE JARO
AND WILLIAM OSBORN TO BKC (Filed as exhibit 4.24 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
4.25 RATIFICATION OF GUARANTY, MAY 21, 1996, FROM LAWRENCE
JARO AND WILLIAM OSBORN TO BKC (Filed as exhibit 4.25
to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
4.26 PROMISSORY NOTE, DATED NOVEMBER 29, 1995, FROM
AMERIKING COLORADO CORPORATION I TO FRANCHISE ACCEPT-
ANCE CORPORATION LIMITED IN THE AGGREGATE PRINCIPAL
AMOUNT OF $1,865,000 (Filed as exhibit 4.26 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
4.27 AMENDMENT TO PROMISSORY NOTE, DATED DECEMBER 14,
1995, FROM AMERIKING COLORADO CORPORATION I TO FRAN-
CHISE ACCEPTANCE CORPORATION LIMITED (Filed as ex-
hibit 4.27 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)..... *
4.28 COMMON STOCK PURCHASE WARRANT, DATED FEBRUARY 7,
1996, FROM AMERIKING TO PMI MEZZANINE FUND, L.P.
(Filed as exhibit 4.28 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
4.29 SENIOR SUBORDINATED NOTE, DATED FEBRUARY 7, 1996,
FROM ENTERPRISES TO PMI MEZZANINE FUND, L.P. IN THE
AGGREGATE PRINCIPAL AMOUNT OF $15,000,000. (Filed as
exhibit 4.29 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
4.30 SUBORDINATED GUARANTY, DATED FEBRUARY 7, 1996, FROM
AMERIKING VIRGINIA CORPORATION I AND AMERIKING CIN-
CINNATI CORPORATION I TO PMI MEZZANINE FUND, L.P.
(Filed as exhibit 4.30 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
4.31 SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE,
DATED FEBRUARY 7, 1996, FROM ENTERPRISES TO THE FIRST
NATIONAL BANK OF BOSTON, THE OTHER LENDING INSTITU-
TIONS LISTED ON SCHEDULE 1 THERETO, AND THE FIRST NA-
TIONAL BANK OF BOSTON, AS AGENT (Filed as exhibit
4.31 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)......... *
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
4.32 SECOND AMENDED AND RESTATED TERM LOAN A NOTE, DATED
FEBRUARY 7, 1996, FROM ENTERPRISES TO THE FIRST NA-
TIONAL BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS
LISTED ON SCHEDULE 1 THERETO, AND THE FIRST NATIONAL
BANK OF BOSTON, AS AGENT (Filed as exhibit 4.32 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)..................... *
4.33 SECOND AMENDED AND RESTATED TERM LOAN B NOTE, DATED
FEBRUARY 7, 1996, FROM ENTERPRISES TO THE FIRST NA-
TIONAL BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS
LISTED ON SCHEDULE 1 THERETO, AND THE FIRST NATIONAL
BANK OF BOSTON, AS AGENT (Filed as exhibit 4.33 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)..................... *
4.34 LIMITED GUARANTY, DATED SEPTEMBER 1, 1994, FROM
AMERIKING TO THE FIRST NATIONAL BANK OF BOSTON, THE
OTHER LENDING INSTITUTIONS LISTED ON SCHEDULE 1 THERE-
TO, AND THE FIRST NATIONAL BANK OF BOSTON, AS AGENT
(Filed as exhibit 4.34 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................ *
4.35 GUARANTY, DATED FEBRUARY 7, 1996, FROM AMERIKING VIR-
GINIA CORPORATION I AND AMERIKING CINCINNATI CORPORA-
TION I TO THE FIRST NATIONAL BANK OF BOSTON, THE OTHER
LENDING INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND
THE FIRST NATIONAL BANK OF BOSTON, AS AGENT (Filed as
exhibit 4.35 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference). *
4.36 UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE,
DATED FEBRUARY 7, 1996, FROM ENTERPRISES TO FFCA AC-
QUISITION CORPORATION (Filed as exhibit 4.36 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)..................... *
4.37 FORM OF AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WAR-
RANT FROM AMERIKING TO PMI MEZZANINE FUND, L.P........ *
4.38 INDENTURE BETWEEN AMERIKING AND TRUSTEE WITH RESPECT
TO SENIOR NOTES (Filed as exhibit 4.38 to AmeriKing's
Registration Statement (No. 333-04261) and incorpo-
rated herein by reference)............................ *
4.39 FORM OF SENIOR NOTES (ATTACHED TO EXHIBIT 4.38).......
4.40 INDENTURE BETWEEN AMERIKING AND TRUSTEE WITH RESPECT
TO EXCHANGE DEBENTURES (Filed as exhibit 4.40 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)..................... *
4.41 INTENTIONALLY OMITTED.................................
4.42 FORM OF EXCHANGE DEBENTURES (ATTACHED TO EXHIBIT
4.40).................................................
4.43 PROMISSORY NOTE, DATED JULY 18, 1996, FROM AMERIKING
TENNESSEE CORPORATION I TO FRANCHISE ACCEPTANCE CORPO-
RATION LIMITED IN THE AGGREGATE PRINCIPAL AMOUNT OF
$6,100,000 (Filed as exhibit 4.43 to AmeriKing's Reg-
istration Statement (No. 333-04261) and incorporated
herein by reference).................................. *
4.44 CERTIFICATE OF DESIGNATION RELATING TO THE SENIOR PRE-
FERRED STOCK (Filed as exhibit 4.44 to AmeriKing's
Registration Statement (No. 333-04261) and incorpo-
rated herein by reference)............................ *
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
4.45 PROMISSORY NOTE, DATED JULY 18, 1996, FROM AMERIKING
TENNESSEE CORPORATION I TO FRANCHISE ACCEPTANCE COR-
PORATION LIMITED IN THE AGGREGATE PRINCIPAL AMOUNT OF
$900,000 (Filed as exhibit 4.45 to AmeriKing's Regis-
tration Statement (No. 333-04261) and incorporated
herein by reference)................................. *
4.46 AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT BY AND
AMONG AMERIKING, SCOTT VASATKA AND DONALD STAHURSKI
(Filed as exhibit 4.46 to AmeriKing's Form 10-K for
the year ended December 30, 1996 and incorporated
herein by reference)................................. *
4.47 AMENDMENT NO. 1 TO MANAGEMENT SUBSCRIPTION AGREEMENT
(Filed as exhibit 4.47 to AmeriKing's Form 10-K for
the year ended December 30, 1996 and incorporated
herein by reference)................................. *
9.1 JARO PROXY AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND
AMONG LAWRENCE JARO, TABOR RESTAURANT ASSOCIATES,
INC., JARO ENTERPRISES, INC., JARO RESTAURANTS, INC.
AND JB RESTAURANTS, INC. (Filed as exhibit 9.1 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
9.2 OSBORN PROXY AGREEMENT, DATED SEPTEMBER 1, 1994, BY
AND AMONG WILLIAM OSBORN, CASTLEKING, INC., OSBURGER,
INC. AND WHITE-OSBORN, INC. (Filed as exhibit 9.2 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
10.1 SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM
LOAN AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG
AMERIKING, ENTERPRISES, THE FIRST NATIONAL BANK OF
BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON
SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
BOSTON, AS AGENT (Filed as exhibit 10.1 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
10.2 SECURITY AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND
AMONG ENTERPRISES AND THE FIRST NATIONAL BANK OF BOS-
TON, THE OTHER LENDING INSTITUTIONS LISTED ON SCHED-
ULE 1 THERETO, AND THE FIRST NATIONAL BANK OF BOSTON,
AS AGENT (Filed as exhibit 10.2 to AmeriKing's Regis-
tration Statement (No. 333-04261) and incorporated
herein by reference)................................. *
10.3 AMENDMENT TO SECURITY AGREEMENT, DATED FEBRUARY 7,
1996, BY AND AMONG ENTERPRISES AND THE FIRST NATIONAL
BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS LISTED
ON SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
BOSTON, AS AGENT (Filed as exhibit 10.3 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
10.4 STOCK PLEDGE AGREEMENT, DATED SEPTEMBER 1, 1994, BY
AND AMONG AMERIKING AND THE FIRST NATIONAL BANK OF
BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON
SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
BOSTON, AS AGENT (Filed as exhibit 10.4 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
10.5 AMENDMENT TO STOCK PLEDGE AGREEMENT, DATED FEBRUARY
7, 1996, BY AND AMONG AMERIKING AND THE FIRST NA-
TIONAL BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS
LISTED ON SCHEDULE 1 THERETO, AND THE FIRST NATIONAL
BANK OF BOSTON AS AGENT (Filed as exhibit 10.5 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
10.6 SECURITY AGREEMENT, DATED FEBRUARY 7, 1996, BY AND
AMONG AMERIKING VIRGINIA CORPORATION I, AMERIKING
CINCINNATI CORPORATION I AND THE FIRST NATIONAL BANK
OF BOSTON (Filed as exhibit 10.6 to AmeriKing's Reg-
istration Statement (No. 333-04261) and incorporated
herein by reference)................................. *
10.7 STOCK PLEDGE AGREEMENT, DATED FEBRUARY 7, 1996, BY
AND AMONG ENTERPRISES, AMERIKING VIRGINIA CORPORATION
I, AMERIKING CINCINNATI CORPORATION I AND THE FIRST
NATIONAL BANK OF BOSTON (Filed as exhibit 10.7 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
10.8 AMENDED AND RESTATED PURCHASE AGREEMENT, DATED FEBRU-
ARY 7, 1996, BETWEEN AMERIKING AND MCIT PLC (Filed as
exhibit 10.8 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
10.9 PLEDGE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN
AMERIKING AND MCIT PLC (Filed as exhibit 10.9 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
10.10 SUBORDINATION AGREEMENT, DATED SEPTEMBER 1, 1994, BY
AND AMONG BKC, MCIT PLC AND AMERIKING (Filed as ex-
hibit 10.10 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
10.11 AMENDMENT AND CONSENT NO. 1 TO SECURITIES PURCHASE
AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN AMERIKING
AND BANCBOSTON INVESTMENTS, INC. (Filed as exhibit
10.11 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)......... *
10.12 INTERCREDITOR AGREEMENT, DATED FEBRUARY 7, 1996, BY
AND AMONG BKC, AMERIKING VIRGINIA CORPORATION I,
AMERIKING CINCINNATI CORPORATION I, LAWRENCE JARO,
WILLIAM OSBORN, GARY HUBERT, ENTERPRISES, AMERIKING
AND THE FIRST NATIONAL BANK OF BOSTON (Filed as ex-
hibit 10.12 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
10.13 STOCK PLEDGE AGREEMENT, DATED NOVEMBER 21, 1995, BE-
TWEEN ENTERPRISES AND BKC (Filed as exhibit 10.13 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
10.14 RATIFICATION OF STOCK PLEDGE AGREEMENT, DATED MAY 21,
1996, BETWEEN ENTERPRISES AND BKC (Filed as exhibit
10.14 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)......... *
10.15 STOCK PLEDGE AGREEMENT, DATED NOVEMBER 21, 1995, BE-
TWEEN ENTERPRISES AND THE FIRST NATIONAL BANK OF BOS-
TON, THE OTHER LENDING INSTITUTIONS LISTED ON SCHED-
ULE 1 THERETO, AND THE FIRST NATIONAL BANK OF BOSTON,
AS AGENT (Filed as exhibit 10.15 to AmeriKing's Reg-
istration Statement (No. 333-04261) and incorporated
herein by reference)................................. *
10.16 NOTE PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996, BY
AND AMONG AMERIKING, ENTERPRISES AND PMI MEZZANINE
FUND, L.P. (Filed as exhibit 10.16 to AmeriKing's
Registration Statement (No. 333-04261) and incorpo-
rated herein by reference)........................... *
10.17 FORM OF AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT,
BY AND AMONG AMERIKING, ENTERPRISES AND PMI MEZZANINE
FUND, L.P............................................ *
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
10.18 SUBORDINATION AGREEMENT, DATED FEBRUARY 7, 1996, BY
AND AMONG AMERIKING, ENTERPRISES, AMERIKING VIRGINIA
CORPORATION I, AMERIKING CINCINNATI CORPORATION I,
AMERIKING TENNESSEE CORPORATION I, AMERIKING COLORADO
CORPORATION I, LAWRENCE JARO, WILLIAM OSBORN, GARY
HUBERT AND BKC (Filed as exhibit 10.18 to AmeriKing's
Registration Statement (No. 333-04261) and incorpo-
rated herein by reference)........................... *
10.19 SALE-LEASEBACK AGREEMENT, DATED FEBRUARY 7, 1996, BY
AND AMONG AMERIKING VIRGINIA CORPORATION I, AMERIKING
TENNESSEE CORPORATION I AND FFCA ACQUISITION CORPORA-
TION (Filed as exhibit 10.19 to AmeriKing's Registra-
tion Statement (No. 333-04261) and incorporated
herein by reference)................................. *
10.20 LEASE, DATED FEBRUARY 7, 1996, BY AND AMONG AMERIKING
VIRGINIA CORPORATION I, AMERIKING TENNESSEE CORPORA-
TION I AND FFCA ACQUISITION CORPORATION (Filed as ex-
hibit 10.20 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
10.21 FORM OF FRANCHISE AGREEMENT BETWEEN BKC AND FRANCHI-
SEE (Filed as exhibit 10.21 to AmeriKing's Registra-
tion Statement (No. 333-04261) and incorporated
herein by reference)................................. *
10.22 SCHEDULE OF AMERIKING FRANCHISE AGREEMENTS (Filed as
exhibit 10.22 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
10.23 FORM OF LEASE AGREEMENT BETWEEN BKC AND LESSEE (Filed
as exhibit 10.23 to AmeriKing's Registration State-
ment (No. 333-04261) and incorporated herein by ref-
erence).............................................. *
10.24 SCHEDULE OF AMERIKING LEASE AGREEMENTS (Filed as ex-
hibit 10.24 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
10.25 FORM OF GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGMENT
OF BKC FRANCHISE AGREEMENT (Filed as exhibit 10.25 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
10.26 FORM OF GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGMENT
OF BKC LEASE AGREEMENT (Filed as exhibit 10.26 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
10.27 CAPITAL EXPENDITURE AGREEMENT, DATED SEPTEMBER 1,
1994, BY AND AMONG AMERIKING, ENTERPRISES AND BKC
(Filed as exhibit 10.27 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
10.28 CAPITAL EXPENDITURE AGREEMENT, DATED NOVEMBER 21,
1995, BY AND AMONG ENTERPRISES, AMERIKING TENNESSEE
CORPORATION I AND BKC (Filed as exhibit 10.28 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
10.29 LETTER AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN EN-
TERPRISES AND BKC (Filed as exhibit 10.29 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
10.30 NAPARLO DEVELOPMENT AGREEMENT, DATED FEBRUARY 7,
1996, BETWEEN AMERIKING VIRGINIA CORPORATION I AND
JOSEPH J. NAPARLO (Filed as exhibit 10.30 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
10.31 MANAGEMENT CONSULTING AGREEMENT, DATED SEPTEMBER 1,
1994, BY AND AMONG TJC MANAGEMENT CORPORATION,
AMERIKING AND ENTERPRISES (Filed as exhibit 10.31 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................ *
10.32 INTENTIONALLY OMITTED................................ *
10.33 INTERCOMPANY MANAGEMENT CONSULTING AGREEMENT, DATED
SEPTEMBER 1, 1994 BETWEEN ENTERPRISES AND AMERIKING
(Filed as exhibit 10.33 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
10.34 AMENDED AND RESTATED TAX SHARING AGREEMENT, DATED
FEBRUARY 7, 1996, BETWEEN ENTERPRISES AND AMERIKING
(Filed as exhibit 10.34 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
10.35 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEP-
TEMBER 1, 1994, BETWEEN LAWRENCE JARO AND ENTERPRISES
(Filed as exhibit 10.35 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
10.36 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEP-
TEMBER 1, 1994, BETWEEN WILLIAM OSBORN AND ENTER-
PRISES (Filed as exhibit 10.36 to AmeriKing's Regis-
tration Statement (No. 333-04261) and incorporated
herein by reference.................................. *
10.37 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEP-
TEMBER 1, 1994, BETWEEN GARY HUBERT AND ENTERPRISES
(Filed as exhibit 10.37 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
10.38 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEP-
TEMBER 1, 1994, BETWEEN JOEL AASEBY AND ENTERPRISES
(Filed as exhibit 10.38 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
10.39 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED SEP-
TEMBER 1, 1994, BETWEEN SCOTT VASATKA AND ENTERPRISES
(Filed as exhibit 10.39 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)........................................... *
10.40 INTENTIONALLY OMITTED................................
10.42 INTENTIONALLY OMITTED................................
10.43 INTENTIONALLY OMITTED................................
10.44 LEASE AGREEMENT FOR WESTCHESTER, ILLINOIS HEADQUAR-
TERS (Filed as exhibit 10.44 to AmeriKing's Registra-
tion Statement (No. 333-04261) and incorporated
herein by reference)................................. *
10.45 LOAN AND SECURITY AGREEMENT, DATED NOVEMBER 29, 1995,
BETWEEN AMERIKING COLORADO CORPORATION I AND FRAN-
CHISE ACCEPTANCE CORPORATION LIMITED (Filed as ex-
hibit 10.45 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by refer-
ence)................................................ *
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.46 LOAN AND SECURITY AGREEMENT, DATED JULY 21, 1996, BETWEEN
AMERIKING TENNESSEE CORPORATION I AND FRANCHISE ACCEPTANCE
CORPORATION LIMITED (Filed as exhibit 10.46 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated herein
by reference) *
10.47 FORM OF INTERCREDITOR AGREEMENT BY AND AMONG BKC, AMERIKING,
AND THE TRUSTEE AS REPRESENTATIVE OF THE HOLDERS OF SENIOR
NOTES UNDER THE INDENTURE (ATTACHED TO EXHIBIT 4.38) *
10.48 RESTATED EMPLOYMENT AND NON-INTERFERENCE AGREEMENT BETWEEN
WILLIAM OSBORN AND ENTERPRISES (Filed as exhibit 10.48 to
AmeriKing's Form 10-K for the year ended December 30, 1996 and
incorporated herein by reference) *
10.49 RECAPITALIZATION AGREEMENT AMONG AMERIKING AND THE STOCKHOLD-
ERS APPEARING ON THE SIGNATURE PAGES THERETO (Filed as exhibit
10.49 to AmeriKing's Form 10-K for the year ended December 30,
1996 and incorporated herein by reference *
10.50 MEMORANDUM OF UNDERSTANDING BETWEEN BKC AND THE COMPANY (Filed
as exhibit 10.50 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference) *
10.51 AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND
LOAN AGREEMENT, DATED MAY 14, 1996, BY AND AMONG AMERIKING,
ENTERPRISES, THE FIRST NATIONAL BANK OF BOSTON, THE OTHER
LENDING INSTITUTIONS LISTED ON SCHEDULE I THERETO AND THE
FIRST NATIONAL BANK OF BOSTON, AS AGENT (Filed as exhibit
10.51 to AmeriKing's Form 10-K for the year ended December 30,
1996 and incorporated herein by reference) *
10.52 ASSIGNMENT AND ACCEPTANCE DATED MAY 14, 1996, BY AND AMONG
AMERIKING, ENTERPRISES, THE FIRST NATIONAL BANK OF BOSTON AND
THE OTHER LENDING INSTITUTIONS, LISTED THERETO AND THE FIRST
NATIONAL BANK OF BOSTON, AS AGENT (Filed as exhibit 10.52 to
AmeriKing's Form 10-K for the year ended December 30, 1996 and
incorporated herein by reference) *
10.53 FORM OF OPERATING AGREEMENT BY AND AMONG BKC, AMERIKING ENTER-
PRISES, AMERIKING COLORADO CORPORATION I, AMERIKING ILLINOIS
CORPORATION I, AMERIKING TENNESSEE CORPORATION I, AMERIKING
VIRGINIA CORPORATION I AND AMERIKING CINCINNATI CORPORATION I
(Filed as exhibit 10.53 to AmeriKing's Form 10-K for the year
ended December 30, 1996 and incorporated herein by reference) *
10.54 THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as
of June 17, 1997 among NATIONAL RESTAURANT ENTERPRISES, INC.,
AMERIKING INC. and BANKBOSTON, N.A.
11++++ STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
12++++ STATEMENTS RE: COMPUTATION OF RATIOS
21 SUBSIDIARIES OF AMERIKING (Filed as exhibit 10.21 to
AmeriKing's Registration Statement (No. 333-04261) and incor-
porated herein by reference) *
23.1 CONSENT OF MAYER, BROWN & PLATT (Filed as exhibit 23.1 to
AmeriKing's Registration Statement (No. 333-04261) and incor-
porated herein by reference) *
23.2 CONSENT OF DELOITTE & TOUCHE (Filed as exhibit 23.2 to
AmeriKing's Registration Statement (No. 333-04261) and incor-
porated herein by reference) *
EXHIBIT
NUMBER DESCRIPTION
------- -----------
24 POWER OF ATTORNEY
25 T-1 FOR EXCHANGE DEBENTURE INDENTURE *
26 T-1 FOR SENIOR NOTE INDENTURE *
27++++ FINANCIAL DATA SCHEDULE
- --------
* Previously filed.
++ The schedules and exhibits to these agreements have not been filed pursuant
to Item 601(b)(2) of Regulation S-K. Such schedules and exhibits will be
filed supplementally upon the request of the Securities and Exchange
Commission.
++++Superseding exhibit.