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Exhibit (a)(5)
April 27, 2001
Dear Key Cooker Team Member,
To assist you in determining whether you wish to participate in the offer to
exchange your options for restricted common stock we are attaching certain
financial information concerning Cooker. Further, due to the recent extreme
volatility in the stock market, we are eliminating the condition set forth in
Schedule A to the Offer To Exchange that would have given Cooker the right to
not consummate the offer if there were a "significant decrease in the market
price of the shares of our Common Stock."
You should consider the information contained in the Offer to Exchange, as well
as the financial information attached to this letter which supplements the Offer
to Exchange, in deciding to participate in (or to modify or rescind your
participation in) the stock option exchange program. You should also consider
Cooker's other publicly available disclosure documents filed with the SEC in
making your decision.
Please remember that the deadline for electing to participate in, or for
modifying or rescinding your previous election to participate in, the stock
option exchange program is 9:00 P.M., Eastern Time on May 14, 2001 (unless this
offer is extended by Cooker). After the deadline, your election to participate
in the program will be irrevocable.
Please note that the safe harbor under the Private Securities Litigation Reform
Act of 1995 is not available with respect to statements that are made in
connection with the Offer to Exchange.
If you have any questions, please call Dave Sanford or Diane Schutz at the West
Palm Beach office at 800-426-3402.
Sincerely yours,
Henry R. Hillenmeyer, Chairman & CEO
Daniel A. Clay, Executive Vice President & COO
Mark W. Mikosz, Vice President & CFO
Enclosure
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COOKER RESTAURANT CORPORATION
SUMMARIZED FINANCIAL INFORMATION
(UNAUDITED)
The summary financial information presented below should be read in
conjunction with the audited financial statements of Cooker which appear in its
annual report on Form 10-K for the fiscal year ended December 31, 2000, filed
with the SEC on April 2, 2001.
(in thousands, except ratio of earnings to
fixed charges and per share data)
Fiscal Year Ended
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December 31, 2000 January 2, 2000
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Current Assets $ 37,148 $ 4,898
Noncurrent Assets 83,790 144,400
Current Liabilities 103,828 22,239
Noncurrent Liabilities 1,452 82,270
Sales 147,053 153,290
(Loss) before income taxes (31,101) (5,034)
Net (Loss) (29,131) (3,274)
(Loss) per common share (4.87) (0.54)
Book value (net assets) per share 2.62 7.48
Ratio of Earnings to fixed charges (1.4):1 .30:1