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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               ----------------
                                   FORM 10-K
                               ----------------
                 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
          SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
  [X]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 25, 2000
                                      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 No. 333-04261
                               ----------------
                                AmeriKing, Inc.
            (Exact name of registrant as specified in its charter)
               Delaware                              36-3970707
     (State or other jurisdiction                 (I.R.S. employer
   of incorporation or organization)             identification no.)

   2215 Enterprise Drive, Suite 1502                    60154
         Westchester, Illinois                       (Zip code)
    (Address of principal executive
               offices)
        Registrant's telephone number, including area code 708-947-2150
          Securities registered pursuant to Section 12(b) of the Act:
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               Name of
                 each
               exchange
   Title of       on
   each         which
   class      registered
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   <S>        <C>

</TABLE>
          Securities registered pursuant to Section 12(g) of the Act:
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<CAPTION>
   (Title
   of
   class)
   ------
   <S>      <C>

<CAPTION>
   (Title
   of
   class)
   ------
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   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 [_]
   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: [X]
   The aggregate market value of the voting stock held by non-affiliates (as
defined in Rule 405) of the registrant: No voting stock is held by non-
affiliates.
   The number of shares outstanding of each of the registrant's classes of
common stock as of March 17, 2001 was 902,992 of common stock, $.01 par value
per Share (the "Common Stock").

                      DOCUMENTS INCORPORATED BY REFERENCE
   Portions of the following document have been incorporated by reference into
this Annual Report on Form 10-K.
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                                                         Part of Form 10-K
                         Document                        Where Incorporated
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   <S>                                                   <C>
   AmeriKing, Inc. Registration Statement (Reg. No.           Part IV
    333-04261)
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                               TABLE OF CONTENTS

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PART I
  Item 1.  Business..............................................................................   1
  Item 2.  Properties............................................................................  10
  Item 3.  Legal Proceedings.....................................................................  10
  Item 4.  Submission of Matters to a Vote of Security Holders...................................  10
PART II
  Item 5.  Market for the Registrant's Common Equity and Related Stockholder Matters.............  11
  Item 6.  Selected Financial Data...............................................................  11
  Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.  13
  Item 7a. Quantitative and Qualitative Disclosures About Market Risk............................  18
  Item 8.  Financial Statements and Supplementary Data...........................................  19
  Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..  36
PART III
  Item 10. Directors and Executive Officers of the Registrant....................................  36
  Item 11. Executive Compensation ...............................................................  38
  Item 12. Security Ownership of Certain Beneficial Owners and Management........................  40
  Item 13. Certain Relationships and Related Transactions........................................  41
PART IV
  Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K......................  42
</TABLE>
<PAGE>

                                    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-K.

Item 1. Business

Recent Developments

   In November, 2000, AmeriKing ended discussions with various potential
sources of additional capital as the parties were unable to agree upon
mutually acceptable terms. Obtaining additional capital was a prerequisite to
pursuing future growth through new restaurant development and acquisitions. As
a result, the Company is pursuing a strategy that does not include any short-
term growth plans. In addition, the Company has restructured its operations to
reduce headcount related to these revised growth plans and has written off
development costs incurred in anticipation of financing its original growth
plans.

   As of December 25, 2000, AmeriKing was not in compliance with certain
financial covenants in its Amended and Restated Credit Agreement and
Acquisition Credit Agreement (collectively the "Bank Credit Agreements").
AmeriKing has obtained a waiver for the non-compliance effective as of
December 25, 2000. AmeriKing believes it will not be in compliance with
existing financial covenants during the fiscal year ended December 31, 2001 if
there are no changes to the Bank Credit Agreements or if other refinancing
efforts are unsuccessful. AmeriKing cannot be certain of obtaining future
waivers from its lenders. AmeriKing is working with its lenders and other
security holders to bring it into compliance as well as provide future sources
of liquidity. The Company is currently considering refinancing alternatives
that would potentially reduce existing cash obligations for capital
expenditures and debt service. The Company has discussed preliminary financing
opportunities with its lending group, Burger King Corporation ("BKC") and its
investment advisors.


General

   AmeriKing is the largest independent Burger King franchisee in the United
States with 379 restaurants as of December 25, 2000, located primarily in
twelve Midwestern and mid-Atlantic states. The Company was formed in 1994 by a
group consisting of independent Burger King franchisees, former BKC executives
and The Jordan Company. Since inception, the Company has acquired 332 Burger
King restaurants, developed 65 new restaurants, sold 10 restaurants, and
closed 8 restaurants.

   AmeriKing, Inc. and its wholly owned subsidiary, National Restaurant
Enterprises, Inc., which has four subsidiaries, were organized as Delaware
corporations and incorporated on August 17, 1994. AmeriKing's principal
executive offices are located at 2215 Enterprise Drive, Suite 1502,
Westchester, Illinois, 60154. Its telephone number is (708) 947-2150.

Burger King Corporation

   Overview. According to information publicly filed by Diageo PLC, the parent
corporation of BKC, BKC is the second largest quick-service hamburger
restaurant franchisor in the world, with system-wide restaurant sales
<PAGE>

of $11.4 billion for its fiscal year ended June 30, 2000. There are 11,161
Burger King restaurants worldwide, of which over 92% are operated by
approximately 1,500 independent franchisee groups. As is the case for all
Burger King franchisees, the Company is required to comply with BKC guidelines
as to menu and operations, restaurant configurations and marketing and
promotion.

   Menu and Operations. The Burger King system philosophy is characterized by
its "Have It Your Way(R)" service, flame-broiling, generous portions and
competitive prices. Each of the Company's restaurants offers a standard menu
containing a variety of traditional and innovative food items. Burger King
restaurants feature flame-broiled hamburgers, the most popular of which is the
Whopper(R) sandwich. The Whopper(R) is a large, flame-broiled hamburger on a
toasted bun garnished with combinations of lettuce, onions, pickles, tomatoes,
ketchup and mayonnaise. At present, the standard menu of all Burger King
restaurants consists primarily of hamburgers, cheeseburgers, chicken
sandwiches, fish sandwiches, breakfast items, french fried potatoes, stuffed
jalapeno peppers, mozzarella cheese sticks, salads, shakes, desserts, soft
drinks, milk and coffee. In addition, promotional menu items are introduced
periodically for limited times.

   The Company's restaurants are typically open seven days per week with
minimum operating hours from 7:00 AM to 11:00 PM. Burger King restaurants are
of distinctive design and are generally located in high-traffic areas
throughout the United States. The Company believes that convenience of
location, speed of service, quality of food and price/value of food served are
the primary competitive advantages of Burger King restaurants. The Company
believes that it will continue to realize significant benefits from its
affiliation with BKC as a result of the widespread recognition of the Burger
King brand, the historical success of the Whopper(R), the anticipated
effectiveness of BKC's new advertising agency and their planned national
marketing programs, as well as the overall management of the Burger King
system, including product development, quality assurance and strategic
planning.

   The Company participates in a variety of Burger King programs designed to
increase restaurant revenues and profitability. In 2000, BKC implemented
several promotions aimed at children including Chicken Run(R), Pokemon(R) and
RugRats(R). In addition, BKC introduced several new menu items including
Jalapeno Poppers(R) and the Chicken Tenders Sandwich.

   Restaurant Configurations. The Company's restaurants consist of one of
several building types with various layouts, seating capacities and
engineering specifications. BKC's traditional restaurant contains
approximately 2,500 square feet, seats 86 customers and offers interior design
flexibility. BKC also features alternative restaurant formats ranging in size
from 500 to 4,000 square feet and seating capacities ranging up to over 100
customers. BKC has developed a number of standard and non-traditional
restaurant formats that enable maximum seating capacities from available
square footage in such facilities as airports, hospitals, college campuses,
gas stations and retail shopping centers. Substantially all of the Company's
restaurants are traditional free-standing restaurants with seating capacities
of at least 50 and which contain drive-thru windows. According to BKC,
approximately 53% of all restaurant sales in the Burger King system are
generated from drive-thru windows. AmeriKing's experience for percentage of
drive-thru sales is slightly higher than the system average.

   National Marketing and Promotion. The Burger King brand has been in
existence for over 45 years. BKC currently has an annual advertising and
promotional budget of over $400 million to heighten brand awareness. BKC's
advertising campaigns are generally carried on television, radio and in mass
circulation print media (national and regional newspapers and magazines). BKC
franchisees are typically required to contribute 4.0% of monthly gross sales
from restaurant operations to a BKC advertising fund. These contributions are
generally utilized by BKC for its advertising and promotional programs and
public relations activities. BKC has also entered into selective partnership
arrangements to help promote its products. In addition, the Company
supplements BKC's current annual advertising budget and promotional activities
through local marketing initiatives. These initiatives are typically funded
through an additional investment of approximately 1.0% of net sales. Each Area
of Dominant Influence ("ADI") in the Burger King system (made up of Burger
King owned stores and franchisees) oversees the investment spending in each
ADI. Additional investment spending is subject to approval by participants in
the ADI.

                                       2
<PAGE>

Company Operations

   Management Structure. All executive management, finance, human resources,
marketing and operations support functions are conducted centrally at the
Company's Westchester, Illinois headquarters. In each of its eleven regions
(Chicago, Virginia, Colorado, Texas, Tennessee, Cincinnati, Charlotte,
Raleigh, Milwaukee, Northern Wisconsin and Springfield, IL), the Company has a
regional managing director who is responsible for all of the operations of the
Company's restaurants within his/her assigned region. Each of these managing
directors must be approved by BKC. Supporting the managing directors and the
directors of operations are several district managers who directly supervise
six to eight restaurants each. The district managers are responsible for
direct oversight of the day-to-day operations of the Company's restaurants.
Typically, district managers have previously served as restaurant managers
within the Burger King system. A typical Company restaurant is staffed with a
full-time manager, one to three assistant managers and full- and part-time
hourly employees.

   Management Incentives and Retention. Managing directors, directors of
operations, district managers and most restaurant managers are compensated
with a fixed salary plus a bonus based upon the performance of the restaurants
under their supervision. Evaluation criteria include compliance with BKC's
restaurant operating guidelines and restaurant profitability. Senior
management believes that the Company's larger size and regional focus provide
significant professional development opportunities for the Company's
management and operating personnel not available to smaller franchisees. The
Company believes that its compensation structure and professional development
opportunities are significant advantages in attracting and retaining qualified
management personnel.

   Training. The Company maintains a comprehensive training and development
program for all of its personnel. This program emphasizes the BKC system-wide
operating procedures, food preparation methods and customer service standards.
The management training program features an intensive five-week hands-on
restaurant training period, followed by two weeks of classroom instruction
(one week of simulated restaurant management activities and one week of food
sanitation). Special emphasis is placed on quality food preparation, service
standards and total customer satisfaction. Upon certification, new managers
work closely with experienced managers to solidify their skills and expertise.
The Company's existing restaurant managers regularly participate in the
Company's ongoing training efforts, including classroom programs and in-
restaurant programs. In addition, BKC's training and development programs are
also available to the Company.

   Management Information System. The Company's customized management
information system, REMACs, provides daily tracking and reporting of customer
traffic counts, sales, average check values, menu item sales, inventory
variances, key labor measures and other detailed information in comparative
form, by individual restaurant and for the Company as a whole. The Company's
integrated management information system, typically installed in its
restaurants within 30 to 60 days of acquisition, transmits data on a daily
basis to Company headquarters. This information is available by 6:00 AM the
following day and can be accessed by district managers on a remote basis using
a laptop computer. The Company's sophisticated management information system,
typically not affordable by smaller Burger King franchisees and other smaller
quick-service restaurant chains, provides management with the ability to
identify and quickly capitalize on restaurant sales enhancement and profit
opportunities. The Company utilizes its management information system to: (i)
minimize shrinkage and control labor costs; (ii) monitor point-of-sale order
taking; (iii) effectively manage inventory; and (iv) quickly integrate
accounting systems following acquisitions. Customized exception reporting is
used to focus operations on high priority issues and opportunities. The
Company also utilizes the system to increase sales revenues by assisting
restaurant managers in optimally scheduling the restaurant work force during
any particular shift at the restaurant work stations for which they are best
qualified. In addition, the system enables the Company to analyze various
promotional programs using product mix information.

Franchise Agreements

   Each of the Company's Burger King restaurants is a party to a BKC franchise
agreement. The BKC franchise agreement does not grant any franchisee exclusive
rights to a defined territory; however, the Company,

                                       3
<PAGE>

based upon its review of BKC's Uniform Franchise Offering Circular and its
experience with BKC, believes that BKC generally seeks to ensure that newly
granted franchises do not materially affect the operations of existing Burger
King restaurants. Acceptance as a franchisee is based upon several factors,
including management experience, qualifications, financial status and net
worth. The franchise agreements require, among other things, that all
restaurants be of standardized design and operated in a prescribed manner,
including utilization of the standard Burger King menu. Most franchise
agreements provide for a term of 20 years, and, at the option of the
franchisee and BKC, a renewal (successor) franchise agreement may be granted
by BKC 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. The BKC franchise agreements are noncancelable except for failure
to abide by the terms thereof and in certain other limited circumstances.

   BKC franchise agreements generally are renewable for an additional term
based upon the form of franchise agreement applicable at that time, provided
that the franchisee: (i) pays a successor franchise fee equal to the franchise
fee applicable at that time, (ii) has demonstrated an ability to operate the
business consistent with the standards set forth in the franchise agreement,
(iii) agrees to make capital improvements to the subject restaurant to bring
the restaurant up to BKC's image standards applicable at that time and (iv) is
not then currently in default with respect to any other obligations to BKC,
including pursuant to other franchise agreements. The Company, through its
district managers, closely supervises the operation of all of its restaurants
to ensure that operating policies are followed and that the requirements of
the franchise agreements are met. The amount of capital expenditures that may
be required to bring a restaurant up to BKC's current standards at any given
time varies widely depending upon the magnitude of the required changes and
the degree to which the franchisee has made interim changes to the restaurant.
Within five years of December 25, 2000, 76 of the Company's current 379
franchise agreements with BKC, which contributed $75.3 million in restaurant
food sales in fiscal 2000, are scheduled to expire.

   Upon obtaining long-term capital, the Company intends to expand its
operations of Burger King restaurants through both new restaurant development
and acquisitions. Pursuant to current BKC policies and procedures applicable
to the Company, BKC's approval is required for the development of new Burger
King restaurants by the Company and the acquisition of Burger King restaurants
by the Company from other Burger King franchisees. BKC's consent to such
renewals, acquisitions or development may be withheld at BKC's sole
discretion.

   Current BKC policies and procedures also place certain restrictions on the
management structure of the Company and its subsidiary franchisees. For
example, a managing owner and an owner must be named in each franchise
agreement. The managing owner has the authority to bind the franchisee in its
dealings with BKC and to direct any action necessary to ensure compliance with
the franchise agreements and related documents, including leases with BKC. In
addition, the managing owner is personally liable to BKC for the franchisee's
obligations under such agreements. Also, each franchise agreement requires
that a managing director be designated to ensure that the day-to-day operation
of the relevant franchised restaurant complies with BKC's standards. BKC has
the right to terminate its franchise agreement with a franchisee if: (i) the
franchisee or the managing owner is convicted of a crime punishable by a term
of imprisonment in excess of one year or (ii) the franchisee, the managing
owner or a managing director engages in conduct which reflects unfavorably on
the franchisee or Burger King system generally. Managing owners cannot be
replaced without receiving the consent of BKC. In addition, absent BKC's prior
written consent, managing owners are required to hold a 5% voting interest in
a corporate franchise and to personally guarantee the franchisee's obligations
to BKC. Furthermore, no managing owner or owner may sell, encumber or
otherwise transfer any portion of his equity interest in the Company without
first obtaining the consent of BKC. After the transfer of its equity interest,
managing owners remain personally obligated to BKC under the franchise
agreements and any other agreements between the franchisee and BKC, unless
such obligation has been fully satisfied or waived by BKC.

   Pursuant to the BKC franchise agreements, BKC may terminate all the
franchise agreements with the Company's subsidiary franchisees or the
applicable subsidiary franchisee if, as applicable, any person serving on the
board of directors of the Company or the applicable subsidiary franchisee is:
(i) an employee of BKC, (ii) an

                                       4
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owner (subject to certain exceptions), board member or principal or employee
of any business that is then approved by BKC as a supplier to the Burger King
system or (iii) an owner (subject to certain exceptions), board member or
principal or employee of any hamburger restaurant business other than the
Burger King restaurant business.

Obligations to Burger King Corporation

   Previously, BKC franchise agreements provided for a one-time franchise fee
of $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. Beginning July 1,
2000 and running through June 30, 2003, any newly developed restaurant or
newly successored restaurant became subject to a $50,000 one-time franchise
fee and a 4.0% royalty fee for a period of ten years. At that time, the
royalty fee will be increased to 4.5% for the remainder of the franchise term.
Beginning July 1, 2003, any newly developed restaurant or newly successored
restaurant will be subject to a $50,000 one-time franchise fee and a 4.5%
royalty fee for the full franchise term. The monthly advertising contribution
is expected to remain at 4.0%. During fiscal 2000, the Company paid BKC an
aggregate of $13.4 million in royalty fees and $15.4 million in advertising
contributions.

   BKC is the lessor on approximately 32.7% of the Company's currently leased
properties, primarily as a result of the Company's initial acquisition of
Burger King restaurants from BKC. The Company guarantees all of the
obligations of its subsidiary franchisees under these leases. Under certain
lease agreements with BKC affiliates, the Company's subsidiary franchisees
made rent payments aggregating $13.4 million during fiscal 2000. In connection
with the execution of the lease agreements, the Company guaranteed the payment
and performance obligations of each of its subsidiary franchisees. In
addition, the Company has agreed to guarantee the payment and performance
obligations under each of the franchise agreements between BKC and its
subsidiary franchisees.

   As required by BKC regulations, the Company's obligations under the Senior
Notes (as defined), the Senior Preferred Stock (as defined) and, if issued,
the Exchange Debentures (as defined) will be subject to an intercreditor
agreement pursuant to which the Company's obligations in respect of such
securities are subject to the prior payment in full of all indebtedness,
liabilities and other obligations of the Company and its subsidiaries to BKC
under the BKC franchise agreements, BKC leases and any other indebtedness of
the Company and its subsidiaries to BKC.

Advertising and Promotion

   The Company supplements BKC's current annual advertising budget and
promotional activities by contributing approximately 1.0% of its net sales to
local advertising and promotions, including purchasing additional television,
radio and print advertising and running promotional programs that support
national programs with local tie-ins to other consumer brands. These local
tie-ins have included cross promotions with the various professional sports
teams and athletes, Nickelodeon, NASCAR, and several colleges and
universities, among others. Other promotional programs include coupons and
price discounts, which are tailored by the Company to appeal to its customer
base depending on demographics and other factors, thereby creating flexible
and directed marketing programs. For fiscal 2000, the Company spent
approximately $6.8 million on supplemental local advertising and promotions,
and plans to continue its local advertising and promotional programs at
comparable levels in the future.

Supplies and Distribution

   The Company is a member of a national purchasing cooperative created by and
for the Burger King system known as Restaurant Services, Inc. ("RSI"). RSI is
an independent, member-owned, non-profit cooperative that provides services on
behalf of and for the benefit of, Burger King restaurant operators. RSI
negotiates the lowest cost for the Burger King system while improving quality,
enhancing competitiveness and ensuring the best possible value. RSI has the
sole and exclusive responsibility for negotiating purchasing arrangements for
the

                                       5
<PAGE>

Burger King system with respect to certain paper goods, restaurant supplies,
food and drink products, certain equipment and many other items mutually
agreed to by Burger King franchisees for use in the Burger King system. The
Company uses its purchasing power to negotiate directly with certain other
vendors, as well as each of its distributors, to obtain favorable pricing and
terms for the distribution of its products. Currently, the Company's primary
distributors of foodstuffs and supplies are Alliant Food Service, Inc., King
Provision Corporation, Meadow Brook Meat Company, Inc., Performance Food Group
of Texas, Inc., Reinhart Food Service, Inc. and Shamrock Foods Company.

   The Company's former distributor, AmeriServe Food Distribution, Inc.
("AmeriServe"), filed for protection under Chapter 11 of the U.S. bankruptcy
code on January 31, 2000. Although the Chapter 11 filing resulted in minimal
service disruptions to Company owned restaurants, the Company decided to
change distributors to ensure that uninterrupted service would continue. The
final phase out of AmeriServe was complete by June 30, 2000.

   All BKC-approved suppliers are required by BKC to purchase all foodstuffs
and supplies from BKC-approved manufacturers and purveyors. BKC is responsible
for quality control and supervision of these manufacturers and purveyors, and
BKC monitors all BKC-approved manufacturers and purveyors of its foodstuffs.
BKC regularly visits these manufacturers and purveyors to observe the
preparation of the foodstuffs and conducts various tests to ensure that only
high quality foodstuffs are sold to BKC-approved suppliers, distributors and
franchisees. In addition, BKC coordinates and supervises audits of approved
suppliers and distributors to determine continuing product specification
compliance and to ensure that manufacturing plant and distribution center
standards are met.

   The Company believes that reliable alternative sources for virtually all
restaurant supplies are readily available at competitive prices should the
arrangements with existing suppliers or distributors change.

Quality Assurance

   The Company's operations are focused on achieving a high level of customer
satisfaction, with speed, accuracy and quality of service closely monitored.
The Company's senior management and restaurant management staff are
principally responsible for ensuring compliance with the Company's and BKC's
operating procedures. The Company and BKC have uniform operating standards and
specifications relating to the quality, preparation and selection of menu
items, maintenance and cleanliness of the premises and employee conduct.
Detailed reports from the Company's own management information system and
surveys conducted by the Company or BKC are tabulated and distributed to
management on a regular basis to help maintain compliance. In addition to
customer satisfaction, these reports track comparable sales and customer
counts, labor and food costs, inventory levels, waste losses and cash
balances.

   All Burger King franchisees operate subject to a comprehensive regimen of
quality assurance standards set by BKC, as well as standards set by Federal,
state and local governmental laws and regulations. These standards include
food preparation rules regarding, among other things, minimum cooking times
and temperatures, sanitation and cleanliness. In addition, BKC has set maximum
time standards for holding unsold prepared food. For example, sandwiches and
french fries are required to be discarded after ten minutes and seven minutes
following preparation, respectively. The "conveyor belt" cooking system
utilized in all Burger King restaurants, which is calibrated to carry
hamburgers through the flame broiler at regulated speeds, is one of the safest
cooking systems among major quick-service restaurants and helps to ensure that
the standardized minimum times and temperatures for cooking are met.

   The Company closely supervises the operation of all of its restaurants to
help ensure that standards and policies are followed and that product quality,
customer service and cleanliness of the restaurants are maintained. In
addition, BKC may conduct unscheduled inspections of Burger King restaurants
throughout the nationwide system.


                                       6
<PAGE>

Business Strategy

   The Company's long-term business strategy is to continue to increase
revenues, restaurant contribution and earnings before interest, taxes,
depreciation and amortization. The Company's strategy is based on the
following elements:

 Short Term Strategy

   For fiscal 2001 and possibly early fiscal 2002, AmeriKing intends to focus
on integrating the acquisitions and new restaurants developed of the past few
years and establish its business systems to better serve its future growth
plans. The Company is also focusing on improving its operational performance,
returning to compliance with its credit agreements, as well as refinancing its
long-term obligations to better position AmeriKing for future growth. This
operational focus includes efforts to improve current processes, implement new
information system improvements and develop key benchmarks to better align
operational and staff management on AmeriKing's new business objectives.

   In addition to our focus on operational improvements, AmeriKing has
discussed preliminary opportunities with its lending group, BKC and its
investment advisors on restructuring its long-term obligations and capital
structure. In addition, the Company is in discussions with BKC to potentially
defer capital obligations should its available cash not be sufficient to meet
these obligations.

 Long Term Strategy

   In the event that AmeriKing is successful at improving operations,
returning to compliance under its credit agreements and refinancing its long-
term obligations, AmeriKing intends to resume its long-term strategy of growth
through the following:

   Develop New Burger King Restaurants in Existing Markets. The Company seeks
to develop new Burger King restaurants in existing markets where it has
established a significant presence, enabling the Company to enhance its
operating leverage and increase overall margins and profitability. Management
believes that the underpenetration of the Burger King system relative to other
quick-service hamburger concepts provides the Company with significant new
development opportunities. Furthermore, management believes the Company's new
restaurant development risk is substantially reduced due to: (i) the proven
success of the Burger King concept; (ii) the predictability of development
costs and restaurant profitability compared to that of newer restaurant
concepts; and (iii) management's extensive experience within the Burger King
system. The Company currently leases all but one of its properties, minimizing
its cost to develop new restaurants.

   To date, the Company has developed 65 new restaurants. Prior to developing
a new restaurant, the Company's senior management conducts an extensive site
selection process with significant input from BKC's development field
personnel, including an analysis of projected development costs and
anticipated profitability on a per location basis. The Company's primary
resource is its internal development department, comprised of professionals
with extensive site selection and development experience.

   Pursue Strategic Acquisitions of Burger King Restaurants. The Company
intends to selectively pursue strategic acquisitions in the highly fragmented,
growing Burger King system. Since 1994, the Company has successfully completed
332 restaurant acquisitions for an aggregate purchase price of approximately
$258.9 million. The Company evaluates each prospective acquisition using a set
of stringent criteria, including the potential for future fill-in acquisitions
and new restaurant development in targeted markets and the overall
attractiveness of market demographics. The Company seeks to enter new
geographic markets through acquisitions that provide the critical mass
necessary to realize operating efficiencies. Of the Company's 28 franchisee
acquisitions through December 25, 2000, 10 have been large, regional
operations, each consisting of more than ten restaurants. AmeriKing seeks to
augment new market acquisitions with fill-in acquisitions, which enable the
Company to: (i) achieve greater restaurant penetration within existing
markets; (ii) capitalize on its significant operating leverage; and (iii)
increase operating margins and profitability. The Company continually

                                       7
<PAGE>

engages in discussions with Burger King franchisees, including with respect to
the potential acquisition of the business or assets of such franchisees.

   The Company's key criteria when evaluating new market acquisitions are the
future opportunities for fill-in acquisitions, potential for new restaurant
development in the area, the overall attractiveness of the market from a
demographic perspective and the acquisition price relative to historical and
expected financial performance of these restaurants. Typically, key operating
personnel of acquired restaurants are retained to oversee the operation with
the added benefit of the Company's sophisticated management information
systems and other corporate resources.

   The Company's fill-in acquisitions typically involve smaller, local
operations in areas in, or contiguous to, the Company's existing operations.
An example of a typical fill-in acquisition is the Company's acquisition in
March 2000 of 5 additional restaurants in Chicago. An example of a larger
fill-in acquisition is the Company's acquisition in December 1998 of 13
additional restaurants in the Cincinnati market.

   The table below summarizes the Company's total number of acquisitions by
year, representing 332 restaurants, since its inception.

<TABLE>
<CAPTION>
                                            Number of
                                           Restaurants
             Acquisition Year               Acquired
             ----------------              -----------
             <S>                           <C>
               1994.......................     121
               1995.......................      18
               1996.......................      36
               1997.......................      63
               1998.......................      30
               1999.......................      59
               2000.......................       5
</TABLE>

   Achieve Operating Efficiencies. The Company's large number of restaurants,
centralized management structure and advanced management information systems
enable the Company to: (i) tightly control restaurant and corporate level
costs; (ii) capture economies of scale by leveraging its existing corporate
overhead structure; and (iii) continuously monitor point-of-sale data to more
efficiently manage its restaurant operations. The Company has experienced both
restaurant-level and corporate-level savings as a result of its size and
related bargaining power, particularly with respect to food and paper
purchasing and distribution, restaurant maintenance services and general
liability insurance.

   Capitalize on Strong Support from Burger King Corporation. The Company
believes that it realizes significant benefits from its affiliation with BKC
as a result of: (i) the widespread recognition of the Burger King name and
products; (ii) BKC's management of the proven, successful Burger King concept,
including new product development, quality assurance and strategic planning;
(iii) the size and market penetration of BKC's approximate $400 million annual
advertising and promotional budget; and (iv) the expected continued growth of
the Burger King system.

   Leverage Sophisticated Management Information System. The Company's
customized integrated management information system, REMACs, typically not
affordable by smaller Burger King franchisees and other smaller quick-service
restaurant chains, provides management with the ability to identify and
quickly capitalize on restaurant sales enhancement and profit opportunities.
The Company utilizes its management information system to: (i) minimize
shrinkage and control labor costs; (ii) efficiently schedule labor; (iii)
effectively manage inventory; (iv) analyze product mix and various promotional
programs using point-of-sale information; and (v) quickly integrate accounting
systems following acquisitions.

   Consistently Provide High Quality Products and Superior Customer Service.
As the number of restaurants that the Company owns in a particular market
increases, the Company has a greater ability to (i) ensure overall

                                       8
<PAGE>

customer satisfaction in that market through consistency in food quality,
service and restaurant appearance and (ii) coordinate and influence local
Burger King advertising and promotional programs and pricing policies. In
addition, the large number of restaurants that the Company owns and the
corresponding professional development opportunities permit the Company to
attract and retain strong regional, district and individual restaurant
management. Most of these managers receive significant incentive compensation
based on compliance with Burger King's restaurant operating guidelines and
restaurant profitability.

Competition

   The restaurant industry is intensely competitive with respect to price,
service, location and food quality. The industry is mature and competition can
be expected to increase. The Company's restaurants compete with a large number
of national and regional restaurant chains, as well as locally-owned
restaurants offering low-priced and medium-priced food. Convenience stores,
grocery stores, delicatessens, food counters, cafeterias and other purveyors
of moderately priced and quickly prepared foods also compete with the Company.
In the Company's markets, McDonald's, Wendy's and Hardees provide the most
significant competition.

   McDonald's operates more restaurants than the Company in all of the
Company's current markets and is the Company's largest competitor. According
to publicly available information, as of December 31, 2000, the McDonald's
system was comprised of more than 28,000 restaurants world wide, which
generated total system-wide sales in excess of $40.0 billion. The Company
believes that product quality and taste, name recognition, convenience of
location, speed of service, menu variety, price, and ambiance are the most
important competitive factors in the quick-service restaurant industry and
that its Burger King restaurants effectively compete in each category.

Government Regulation

   The Company is subject to various Federal, state and local laws affecting
its business, including various health, sanitation, fire and safety standards.
Newly constructed or remodeled restaurants are subject to state and local
building code and zoning requirements. In connection with the remodeling and
alteration of the Company's Burger King restaurants, the Company may be
required to expend funds to meet certain Federal, state and local regulations,
including regulations requiring that remodeled or altered restaurants be
accessible to persons with disabilities. The Company is also subject to
Federal and state environmental regulations, although such regulations have
not had a material effect on the Company's operations taken as a whole.
Difficulties or failures in obtaining the required licenses or approvals could
delay or prevent the opening of a new restaurant in a particular area.

   The Company is also subject to the Fair Labor Standards Act and various
state laws governing such matters as minimum wage requirements, overtime and
other working conditions and citizenship requirements. A significant number of
the Company's food service personnel are paid at rates related to the Federal
minimum wage and increases in the minimum wage, including those recently
enacted by the U.S. Government, would increase the Company's labor costs.

   The Company is also subject to various local, state and Federal laws
regulating the discharge of pollutants into the environment. The Company
believes that it conducts its operations in substantial compliance with
applicable environmental laws and regulations. In an effort to prevent and, if
necessary, to correct environment problems, the Company conducts environmental
audits of proposed restaurant sites in order to determine whether there is any
evidence of contamination prior to purchasing or entering into a lease with
respect to such restaurant.

   The Company believes that it conducts its operations in substantial
compliance with applicable laws and regulations governing its operations.

Employees

   As of December 25, 2000, the Company employed 1,290 full-time salaried
employees and approximately 11,552 full-time and part-time hourly employees.
Of the Company's full-time salaried employees, 75 are

                                       9
<PAGE>

involved in overseeing restaurant operations, 1,106 are involved in the
management of individual restaurants, and the remainder are responsible for
corporate administration and restaurant support. None of the Company's
employees are covered by a collective bargaining agreement. The Company
believes that the dedication of its employees is critical to its success, and
that its relations with its employees are good.

Item 2. Properties

   The Company currently operates all but one of its restaurants on locations
where it leases either the entire facility or just the land. BKC is the lessor
on approximately 32.7% of such properties, primarily as a result of the
Company's initial acquisition of Burger King restaurants from BKC. Most of the
Company's leases are coterminous with the related franchise agreements and
require the Company to pay property taxes, insurance, maintenance and other
operating costs of the properties. Generally, the terms of the leases require
lease payments equal to the greater of a fixed minimum annual rent or an
annual percentage rent based on gross sales.

   The Company leases approximately 37,900 square feet of office space for its
headquarters in Westchester, Illinois. Of this space, over 21,000 square feet
is currently being occupied. The remaining space was intended for future
expansion in connection with the planned recapitalization of the Company. The
Company is currently negotiating the early termination of the unoccupied
space. The term of the present lease expires on April 30, 2003. The Company
believes that its existing occupied office space provides sufficient space to
support its current expected needs over the remainder of the lease term.

Item 3. Legal Proceedings

   The Company is not a party to any pending legal proceeding the resolution
of which, the management of the Company believes, would have a material
adverse effect on the Company's results of operations or financial condition,
nor to any other pending legal proceedings other than ordinary, routine
litigation incidental to its business.

Item 4. Submission of Matters to a Vote of Security Holders

   No matters were submitted to a vote of the security holders of the Company
during the fiscal year ended December 25, 2000.

                                      10
<PAGE>

                                    PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

   There is no established trading market for the Company's common equity.

Item 6. Selected Financial Data

   The following table sets forth certain historical financial and operating
data for the Company. The data presented for the Company for the 1996, 1997,
1998, 1999 and 2000 fiscal years are derived from the Company's audited
financial statements. The Selected Consolidated Financial Information should be
read in conjunction with (i) Item 7--Management's Discussion and Analysis of
Financial Condition and Results of Operations and (ii) Item 8--the audited
Consolidated Financial Statements of the Company and the notes thereto.

<TABLE>
<CAPTION>
                                               The Company
                               ------------------------------------------------
                                Fiscal    Fiscal    Fiscal    Fiscal    Fiscal
                                 1996      1997    1998(5)   1999(5)     2000
                               --------  --------  --------  --------  --------
                                 (Dollars in thousands, except per share
                                                 amounts)
<S>                            <C>       <C>       <C>       <C>       <C>
Statement of Operations Data:
Restaurant sales.............  $203,753  $234,546  $307,488  $395,901  $397,651
Restaurant operating
 expenses:
  Cost of sales..............    66,071    76,119    95,920   125,412   125,194
  Restaurant labor and
   related costs.............    50,874    60,278    78,326   103,173   105,992
  Depreciation and
   amortization..............     7,386     8,760    11,568    15,818    16,983
  Occupancy and other
   restaurant operating
   expense...................    55,836    65,951    83,825   108,481   119,128
  Restructuring expense......       --        --        --        --      4,323
                               --------  --------  --------  --------  --------
    Total restaurant
     operating expenses......   180,167   211,108   269,639   352,884   371,620
General and administrative
 expenses....................     7,370     9,497    13,886    16,836    18,544
Other operating expenses (1).     3,679     2,292     3,063     3,006    11,591
                               --------  --------  --------  --------  --------
Operating income (loss)......    12,537    11,649    20,900    23,175    (4,104)
Other expense:
  Interest expense, net......   (11,983)  (13,320)  (16,024)  (20,165)  (21,064)
  Other expense, net.........    (5,052)     (728)   (1,119)     (858)   (1,021)
                               --------  --------  --------  --------  --------
    Total other expense......   (17,035)  (14,048)  (17,143)  (21,023)  (22,085)
                               --------  --------  --------  --------  --------
Income (loss) before
 extraordinary item and
 provision (benefit) for
 income taxes................    (4,498)   (2,399)    3,757     2,152   (26,189)
Provision (benefit) for
 income taxes................    (1,556)     (365)    1,944     1,335    (7,237)
                               --------  --------  --------  --------  --------
Income (loss) before
 extraordinary item..........    (2,942)   (2,034)    1,813       817   (18,952)
Extraordinary item--loss from
 early extinguishment of
 Debt........................    (5,055)      --        --        --        --
                               --------  --------  --------  --------  --------
Net income (loss)............  $ (7,997) $ (2,034) $  1,813  $    817  $(18,952)
                               ========  ========  ========  ========  ========
Preferred stock dividends
 (2).........................     $ 450  $    450  $    558  $    585  $    621
Senior preferred stock
 dividends (2)...............       303     4,112     4,678     5,325     6,026
Amortization of senior
 preferred stock issuance
 costs.......................        10       129       110       119       119
                               --------  --------  --------  --------  --------
Loss available to common
 stockholders................  $ (8,760) $ (6,725) $ (3,533) $ (5,212) $(25,718)
                               ========  ========  ========  ========  ========
  Weighted average number of
   common shares outstanding
   (in thousands)--basic.....       866       900       903       903       903
  Weighted average number of
   common shares outstanding
   (in thousands)--diluted...       866       900       903       903       903
Net loss per common share--
 basic.......................  $ (10.12) $  (7.47) $  (3.91) $  (5.77) $ (28.48)
                               ========  ========  ========  ========  ========
Net loss per common share--
 diluted.....................  $ (10.12) $  (7.47) $  (3.91) $  (5.77) $ (28.48)
                               ========  ========  ========  ========  ========
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                              The Company
                                ---------------------------------------------
                                Fiscal   Fiscal    Fiscal   Fiscal    Fiscal
                                 1996     1997     1998(5)  1999(5)    2000
                                -------  -------   -------  -------   -------
                                (Dollars in thousands, except per share
                                               amounts)
<S>                             <C>      <C>       <C>      <C>       <C>
Other Data:
EBITDA (3)..................... $23,602  $23,232   $36,168  $42,736   $29,537
                                =======  =======   =======  =======   =======
Capital expenditures:
  Existing restaurants......... $ 2,424  $ 3,913   $ 1,368  $ 5,044   $ 5,181
  New restaurant development...   3,219    6,066     7,900    5,752     6,692
  Other........................   2,655    2,528       548    1,932     1,037
                                -------  -------   -------  -------   -------
    Total capital expenditures. $ 8,298  $12,507   $ 9,816  $12,728   $12,910
                                =======  =======   =======  =======   =======
Selected Operating Data:
Ratio of earnings to fixed
 charges (4)...................                        1.2x     1.1x
Ratio of earnings to fixed
 charges and preferred stock
 dividends (4).................                        1.2x     1.1x
Restaurants open at end of
 period........................     184      242       286      355       379
Comparable restaurant sales
 percentage....................     2.0%    (1.0)%     4.5%    (3.3)%    (5.8)%
</TABLE>

<TABLE>
<CAPTION>
                                                              The Company
                                                       -------------------------
                                                       December 27, December 25,
                                                           1999         2000
                                                       ------------ ------------
                                                        (Dollars in thousands)
<S>                                                    <C>          <C>
Balance Sheet Data:
Cash and cash equivalents.............................   $ 14,754     $ 21,174
Total assets..........................................    283,109      286,566
Total debt and capitalized leases.....................    221,079      226,298
Senior Preferred Stock................................     44,418       50,444
Total stockholders' deficit...........................    (13,443)     (38,540)
</TABLE>
--------
(1) Other operating expenses include depreciation expense of office equipment,
    a write-down of long-lived assets, gain/loss on disposal of equipment and
    management and directors' fees.
(2) As of December 25, 2000, the Company has declared no dividends on its
    Class A1 Preferred Stock, Class A2 Preferred Stock or Class B Preferred
    Stock (collectively the "Preferred Stock"). During fiscal 2000, the
    Company declared stock dividends of 241,033 shares of its 13% Senior
    Exchangeable Preferred Stock, due 2008 (the "Senior Preferred Stock"). In
    addition, the Company has declared no cash dividends on its Common Stock.
(3) EBITDA (as defined) represents operating income plus depreciation and
    amortization of goodwill and franchise agreements, pre-opening costs,
    restructuring expenses and other operating expenses. EBITDA is included
    because the Cash Flow Coverage Ratio (each as defined in the Indenture and
    the Exchange Debenture Indenture) is calculated on a similar basis. See
    the Consolidated Statements of Operations of the Company and the related
    notes to the Consolidated Financial Statements thereto included herein.
(4) For purposes of determining the ratio of earnings to fixed charges,
    earnings are defined as earnings before income taxes, plus fixed charges.
    Fixed charges consist of interest expense on all indebtedness and
    capitalized interest, amortization of deferred financing costs and rental
    expense on operating leases, representing that portion of rental expense
    deemed by the Company to be attributable to interest. For fiscal 2000,
    1997 and 1996, earnings were insufficient to cover fixed charges by
    approximately $26.2 million, $2.4 million and $4.5 million, respectively.
    For fiscal 2000, 1997 and 1996, earnings were insufficient to cover fixed
    charges and preferred stock dividends by approximately $26.2 million, $2.4
    million and $4.5 million, respectively.
(5) Certain information in the consolidated financial statements for fiscal
    1999 and prior has been reclassified to conform with the current reporting
    format.

                                      12
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Overview

   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 nine), as well as sales of promotional
products at the Company's restaurants. Historically, merchandise sales have
contributed less than 3.8% 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 of
goodwill and franchise agreements, pre-opening costs, restructuring expenses
and other operating expenses. 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
twelve 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.

   The discussion below of the Company's operating performance for fiscal
years 2000, 1999 and 1998 should be read in conjunction with Item 6--Selected
Financial Data contained herein.

Fiscal 2000 Compared to Fiscal 1999

   Restaurant Sales. Total sales increased $1.8 million or 0.5% during fiscal
2000 to $397.7 million from $395.9 million during fiscal 1999, due primarily
to the inclusion of the 5 and 59 restaurants purchased in 2000 and 1999,
respectively. In addition, the Company developed 20 and 10 restaurants in 2000
and 1999, respectively. Newly acquired restaurants accounted for $9.4 million
of the total increase in restaurant sales, while new restaurant development
accounted for $12.6 million of the increase in sales. Sales at the 355
comparable restaurants owned by the Company at the end of fiscal 1999
decreased 5.8% primarily due to a decrease in customer traffic as BKC's
national marketing program did not generate incremental traffic versus that of
the prior year. Additionally, customer traffic was negatively affected by
severe winter storms during the fourth quarter in the Midwest.

   Restaurant Operating Expenses. Total restaurant operating expenses
increased $18.7 million, or 5.3% during fiscal 2000, to $371.6 million from
$352.9 million during during fiscal 1999. As a percentage of sales, restaurant
operating expenses increased 4.4%, to 93.5% during fiscal 2000 from 89.1%
during fiscal 1999.

   Cost of sales decreased $0.2 million during fiscal 2000, and decreased as a
percent of sales to 31.5% in fiscal 2000 compared to 31.7% in 1999. Cost of
food sales decreased $1.2 million during fiscal 2000, and decreased 0.4% as a
percentage of sales to 28.1% during fiscal 2000 from 28.5% during fiscal 1999.
The decrease in cost of food sales is the result of higher supplier rebates,
partially offset by the inclusion of the 5 and 59 restaurants purchased in
2000 and 1999, respectively, as well as, the 20 and 10 restaurants that were
developed by the Company in 2000 and 1999, respectively. Cost of non-food
sales increased $0.9 million during fiscal 2000, and increased 0.2% as a
percentage of sales to 3.4% during fiscal 2000 from 3.2% during fiscal 1999.
The change in cost of non-food sales was primarily due to the write off of
$1.1 million in promotional inventory that we were unable to sell during
fiscal 2000.


                                      13
<PAGE>

   Restaurant labor and related costs increased $2.8 million during fiscal
2000, and increased 0.6% as a percentage of sales to 26.7% during fiscal 2000
from 26.1% during fiscal 1999. The increase in restaurant labor and related
costs was primarily due to an increase in the number of stores in 2000
compared to 1999. The percentage increase is the result of lower average store
sales volumes negatively impacting the fixed component of salaries and related
benefit costs.

   A key benchmark of restaurant operations is the operating margin produced.
Operating margin is defined as net sales, less cost of sales and labor. The
operating margin for the Company in fiscal years 2000, 1999 and 1998 was
$166.5 million, $167.3 million and $133.2 million, respectively. These
represent operating margin percentages of 41.9%, 42.3% and 43.3% of total
sales, respectively. Excluding the effect of non-food sales and non-food cost
of sales which primarily represent items sold at or near cost, the margins
improve to 43.3%, 43.3% and 44.2% in fiscal years 2000, 1999 and 1998,
respectively. The Company continues to operate efficiently despite same store
sales declines of 5.8% in 2000 and 3.3% in 1999.

   Depreciation and amortization increased $1.2 million during fiscal 2000, to
$17.0 million from $15.8 million during fiscal 1999. As a percentage of sales,
depreciation and amortization expense increased 0.3% to 4.3% during fiscal
2000 from 4.0% during fiscal 1999. The increase was due primarily to the
increase in goodwill amortization related to newly acquired restaurants along
with the additional depreciation related to the newly developed restaurants.

   Occupancy and other restaurant operating expenses including advertising and
royalties increased $10.6 million during fiscal 2000 and increased 2.5% as a
percentage of sales to 30.0% during fiscal 2000 from 27.5% during fiscal 1999.
Occupancy expense increased $2.3 million during fiscal 2000 and increased 0.5%
as a percentage of sales to 10.5% in 2000 from 10.0% in 1999. The dollar
increase in occupancy expense is due to the inclusion of newly acquired and
developed restaurants. Other restaurant operating expenses, including
advertising and royalties, increased $8.3 million during fiscal 2000 and
increased 2.0% as a percentage of sales to 19.5% during fiscal 2000 from 17.5%
during fiscal 1999. This increase is primarily due to the inclusion of newly
acquired and developed restaurants, additional operating leases related to the
new Frozen Coke(R) machines and new Point of Sales devices leased in the
latter half of 1999 and early 2000, as well as higher repair and maintenance
expenses and higher utility costs attributable to rising natural gas prices.
In addition, the Company recorded pre-opening costs relative to new restaurant
developments in other expense which was $0.7 million for both 2000 and 1999.

   Restructuring Expenses. Due to the unsuccessful recapitalization efforts of
the Company, the Company elected to write-off all future development site
expenses, all expenses related to the failed refinancing, the early
termination of additional office space intended for expansion, as well as,
severance agreements related to layoffs of 16 employees. Restructuring
expenses totaled $4.3 million for fiscal 2000.

   General and Administrative Expenses. General and administrative expenses
increased $1.7 million during fiscal 2000 and increased 0.4% as a percent of
sales to 4.7% during fiscal 2000 from 4.3% during fiscal 1999. The increase in
general and administrative expenses is due to staff increases and related
costs associated with the newly acquired and developed restaurants. Staff
increases also relate to intended growth plans which were aborted in November
2000 due to the discontinued refinancing plans.

   Other Operating Expenses. Other operating expenses increased $8.6 million
during fiscal 2000 to $11.6 million from $3.0 million in 1999. The increase in
other operating expenses is due to a write-down of long-lived assets of $9.4
million, as well as an increase in the disposal of fixed assets, partially
offset by lower office related depreciation expense.

   Other Expense. Other expense increased $1.1 million during fiscal 2000 to
$22.1 million from $21.0 million in 1999. The increase in other expense is due
to higher interest expense related to the increase in the line of

                                      14
<PAGE>

credit due to the 2000 and 1999 acquisitions, as well as an increase in
interest rates compared to the same time period last year.

   EBITDA. Earnings before interest, taxes, depreciation, and amortization
decreased $13.2 million or 30.9% to $29.5 million for fiscal 2000 from $42.7
million for fiscal 1999. As a percentage of restaurant sales, EBITDA decreased
3.4%, to 7.4% for fiscal 2000 from 10.8% for fiscal 1999.

Fiscal 1999 Compared to Fiscal 1998

   Restaurant Sales. Total sales increased $88.4 million or 28.8% during
fiscal 1999 to $395.9 million from $307.5 million during fiscal 1998, due
primarily to the inclusion of the 59 and 30 restaurants purchased in 1999 and
1998, respectively. In addition, the Company developed 10 and 17 restaurants
in 1999 and 1998, respectively. Newly acquired restaurants accounted for $80.4
million of the total increase in restaurant sales, while new restaurant
development accounted for $18.2 million of the increase in sales. Sales at the
345 comparable restaurants owned by the Company at the end of fiscal 1999
decreased 3.3% primarily due to a decrease in customer traffic as BKC's
national marketing calendar did not generate incremental traffic versus that
of the prior year. Additionally, customer traffic was negatively affected by
severe winter storms in the first quarter, as well as, two hurricanes which
hit North Carolina and Virginia in the third quarter.

   Restaurant Operating Expenses. Total restaurant operating expenses
increased $83.3 million, or 30.9% during fiscal 1999, to $352.9 million from
$269.6 million during during fiscal 1998. This increase was due primarily to
the inclusion of the 59 and 30 restaurants purchased in 1999 and 1998,
respectively, as well as, the 10 and 17 restaurants that were developed by the
Company in 1999 and 1998, respectively. As a percentage of sales, restaurant
operating expenses increased 1.4%, to 89.1% during fiscal 1999 from 87.7%
during fiscal 1998.

   Cost of sales increased $29.5 million during fiscal 1999, and increased as
a percent of sales to 31.7% in fiscal 1999 compared to 31.2% in 1998. Cost of
food sales increased $24.9 million during fiscal 1999, and decreased 0.1% as a
percentage of sales to 28.5% during fiscal 1999 from 28.6% during fiscal 1998.
The increase in cost of food sales is the result of the inclusion of the 59
and 30 restaurants purchased in 1999 and 1998, respectively, as well as, the
10 and 17 restaurants that were developed by the Company in 1999 and 1998,
respectively. Cost of non-food sales increased $4.7 million during fiscal
1999, and increased 0.6% as a percentage of sales to 3.2% during fiscal 1999
from 2.6% during fiscal 1998. The change in cost of non-food sales is due to
increased sales associated with the successful "Wild Wild West" and "Pokemon"
promotions and the demands for the promotional items. The percentage increase
in cost of non-food sales is a direct result of the increase in non-food
sales. Non-food promotional items, typically designed to drive new customers
into the restaurants, are sold at or near cost.

   Restaurant labor and related costs increased $24.9 million during fiscal
1999, and increased 0.6% as a percentage of sales to 26.1% during fiscal 1999
from 25.5% during fiscal 1998. The increase in restaurant labor and related
costs was primarily due to an increase in the number of stores in 1999
compared to 1998. The percentage increase is the result of lower average store
sales volumes negatively impacting the fixed component of salaries and health
insurance costs.

   Depreciation and amortization increased $4.2 million during fiscal 1999, to
$15.8 million from $11.6 million during fiscal 1998. As a percentage of sales,
depreciation and amortization expense increased 0.2% to 4.0% during fiscal
1999 from 3.8% during fiscal 1998. The increase was due primarily to the
increase in goodwill amortization related to newly acquired restaurants.

   Occupancy and other restaurant operating expenses increased $24.5 million
during fiscal 1999 and increased 0.2% as a percentage of sales to 27.5% during
fiscal 1999 from 27.3% during fiscal 1998. Occupancy expense increased $7.9
million during fiscal 1999 but decreased 0.3% as a percentage of sales to
10.0% in 1999 from 10.3% in 1998. The dollar increase in occupancy expense is
due to the inclusion of newly acquired and

                                      15
<PAGE>

developed restaurants. Other restaurant operating expenses, including
advertising and royalties, increased $16.6 million during fiscal 1999 and
increased 0.5% as a percentage of sales to 17.5% during fiscal 1999 from 17.0%
during fiscal 1998. The percentage increase is primarily due to an increase in
the local marketing investment percentage in certain markets, increased
utility costs due to an unseasonably warm fall, and higher repair and
maintenance expenses. In addition, the Company recorded pre-opening costs
relative to new restaurant developments in other expense which were $0.7
million and $0.6 million for 1999 and 1998, respectively.

   General and Administrative Expenses. General and administrative expenses
increased $2.9 million during fiscal 1999 and decreased 0.2% as a percent of
sales to 4.3% during fiscal 1999 from 4.5% during fiscal 1998. The increase in
general and administrative expenses is due to staff increases and related
costs associated with the newly acquired and developed restaurants partially
offset by lower incentive compensation costs.

   Other Operating Expenses. Other operating expenses decreased $0.1 million
during fiscal 1999 to $3.0 million from $3.1 million in 1998. The decrease in
other operating expenses is due a lower provision for impairment of long-lived
assets, partially offset by higher depreciation expense.

   Other Expense. Other expense increased $3.9 million during fiscal 1999 to
$21.0 million from $17.1 million in 1998. The increase in other expense is due
to higher interest expense related to the increase in the line of credit due
to the 1999 acquisitions, as well as, an increase in interest rates.

   EBITDA. Earnings before interest, taxes, depreciation, and amortization
increased $6.5 million or 18.0% to $42.7 million for fiscal 1999 from $36.2
million for fiscal 1998. As a percentage of restaurant sales, EBITDA decreased
1.0%, to 10.8% for fiscal 1999 from 11.8% for fiscal 1998.

Liquidity and Capital Resources

   Net cash flows provided by operating activities decreased $2.5 million
during the fiscal year ended December 25, 2000, to $19.0 million, from $21.5
million during the fiscal year ended December 27, 1999. The decrease in net
cash flow is attributable to reduced net income, general decreases in working
capital other than cash, offset by increased depreciation and amortization, an
increased provision for disposition of assets and the receipt of vendor
incentives. The Company received two installments of vendor incentives from
its soft drink suppliers totaling approximately $20.0 million. Both payments
were approximately $10.0 million each, and were received in March 2000 and
August 2000. These vendor incentives are being amortized over the lesser of 10
years or the remaining franchise life. In return for receipt of these monies,
we are obligated to make certain leasehold improvements to existing stores
over the next twelve months. Some of these improvements are still subject to
design changes which could slightly extend the obligation completion dates.
The Company incurred impairment losses for long lived assets related to store
performance in the amount of $9.4 million during fiscal 2000.

   Net cash flows used by investing activities for the fiscal year ended were
$17.5 million, which included $3.7 million for the acquisition of 5
restaurants in the Chicago Metropolitan area. The remaining capital
expenditures were for the development of 20 new restaurants during fiscal 2000
and significant investments in new technologies to improve store reporting and
Company communication capabilities.

   During the fiscal year ended December 25, 2000, borrowings of $6.0 million
were incurred, which included $3.0 million for the acquisition of 5
restaurants in the Chiacago Metropolitan area. The remainder of the borrowings
related to new restaurant development, existing restaurants and corporate
infrastructure additions.

   The Company anticipates capital expenditures in fiscal 2001 to be
approximately $5.1 million related to maintenance of existing facilities.
There are no plans for new restaurant development other than that which was
substantially in progress by November 2000. AmeriKing has contractual
obligations for restaurants subject to franchise renewal and other commitments
for exterior image changes. The capital expenditures for these

                                      16
<PAGE>

restaurants is estimated to be $10.4 million. These commitments represent
obligations related to renewed franchise agreements in fiscal 2000 and
anticipated in fiscal 2001. AmeriKing is also obligated for store improvements
related to the receipt of vendor incentives in fiscal 2000. AmeriKing is in
the process of completing the approved changes to signage, restaurant grounds
and drive-thrus and anticipates these remaining obligations for signage to be
approximately $10.0 million. We are working with BKC to seek deferral on these
obligations, should it be necessary. 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, the Company's Amended and
Restated Credit Agreement (as defined) and Acquisition Credit Agreement (as
defined) with BBNA and other lenders thereto contain other and more
restrictive covenants and prohibit the Company's subsidiaries from declaring
dividends or making other intercompany transfers to the Company in certain
circumstances.

   The Company believes that available cash on hand, together with its
forecast of increased EBITDA in fiscal 2001 (compared with fiscal 2000) will
be sufficient to meet current debt service obligations. The Company has
discussed preliminary financing alternatives with its lending group, BKC and
its investment advisors. The Company is in discussions with BKC to defer
capital obligations should its available cash not be sufficient to meet these
obligations. If the Company is unable to fund its capital improvement
obligations and does not reach an agreement with BKC on deferment of the
timing of these obligations, the Company may be in technical default of its
franchise agreements for those affected restaurants.

   Ameriking believes it will not be in compliance during the fiscal year
ending December 31, 2001 with existing financial covenants in the Bank Credit
Agreements if there are no changes to the Bank Credit Agreements or if other
refinancing efforts are unsuccessful. The Company cannot be certain of
obtaining future waivers from its lenders. If no future waivers are obtained,
the Company will likely remain in technical default and be subject to
acceleration for repayment of its long-term debt at any time. The Company is
working with its lenders and other security holders to bring the Company into
compliance as well as to provide future sources of liquidity.

Income Taxes

   The Company completed fiscal 2000 with a net operating loss carry-forward
for tax purposes of approximately $42.4 million. Substantially all of the
Company's acquisitions completed to date have been structured as asset
purchases. As a result, the Company is able to deduct goodwill amortization
expense for income tax purposes over a 15 year period.

                                      17
<PAGE>

New Accounting Pronouncements

   In June 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. The
Statement will require the Company to recognize all derivatives as either
assets or liabilities in the balance sheet and measure those derivative
instruments at fair value. This Statement will be effective for the Company in
fiscal year 2001. At December 25, 2000, the Company had no material derivative
instruments or hedging activities.

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

   The Company is subject to market risk associated with fluctuations in
interest rates. Interest rate risk is primarily limited to the Company's
variable rate debt obligations, which totaled $121.6 million at December 25,
2000. Of this balance, the BankBoston revolver comprised $118.8 million
bearing an interest rate calculated at the lesser of BankBoston's base rate or
the Eurodollar rate plus 2.50%, and the 1995 Franchise Acceptance Corporation
("FAC") Note comprised $1.2 million bearing an interest rate of 2.75% above
FAC's program rate, and the 1998 Franchise Acceptance Corporation ("FAC") Note
comprised $1.6 million bearing an interest rate of 2.50% above FAC's program
rate. Assuming a 20% increase in interest rates, the Company would experience
an increase in interest expense of approximately $2.2 million. The Company
does not hold any market risk sensitive financial instruments for trading
purposes.

                                      18
<PAGE>

Item 8. Financial Statements and Supplementary Data

     Index To the Consolidated Financial Statements of AmeriKing, Inc. And
                                   Subsidiary

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Independent Auditors' Report..............................................   20

Consolidated Balance Sheets as of December 25, 2000 and December 27, 1999.   21

Consolidated Statements of Operations for the fiscal years ended December
 25, 2000, December 27, 1999 and December 28, 1998........................   22

Consolidated Statements of Stockholders' Deficit for the fiscal years
 ended December 25, 2000, December 27, 1999 and December 28, 1998.........   23

Consolidated Statements of Cash Flows for the fiscal years ended December
 25, 2000, December 27, 1999 and December 28, 1998........................   24

Notes to Consolidated Financial Statements................................   25
</TABLE>

                                       19
<PAGE>

                         INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
AmeriKing, Inc.
Westchester, Illinois

   We have audited the accompanying consolidated balance sheets of AmeriKing,
Inc. and subsidiary as of December 25, 2000 and December 27, 1999, and the
related consolidated statements of operations, stockholders' deficit and cash
flows for each of the three fiscal years in the period ended December 25,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

   In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of AmeriKing, Inc. and
subsidiary as of December 25, 2000 and December 27, 1999, and the results of
their operations and their cash flows for each of the three fiscal years in
the period ended December 25, 2000 in conformity with accounting principles
generally accepted in the United States of America.

   The accompanying financial statements for the year ended December 25, 2000
have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 3 to the financial statements, the Company experienced
losses from operations, had a stockholders' capital deficiency and was not in
compliance with certain financial covenants of its long-term debt. These
matters raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regards to these matters are also
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

                                          Deloitte & Touche LLP

Chicago, Illinois
March 23, 2001

                                      20
<PAGE>

                         AMERIKING, INC. AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS
                    December 25, 2000 and December 27, 1999

<TABLE>
<CAPTION>
                                                    December 25,  December 27,
                                                        2000          1999
                                                    ------------  ------------
                                     ASSETS
<S>                                                 <C>           <C>
Current Assets:
  Cash and cash equivalents........................ $ 21,174,000  $ 14,754,000
  Accounts receivable..............................    3,131,000     3,810,000
  Inventories......................................    5,113,000     5,200,000
  Prepaid expenses.................................    2,853,000     1,089,000
  Current portion of deferred income taxes (Note
   9)..............................................    1,054,000        81,000
                                                    ------------  ------------
    Total current assets...........................   33,325,000    24,934,000
Property and Equipment (Note 4)....................   77,213,000    76,661,000
Goodwill...........................................  156,214,000   167,960,000
Deferred Income Taxes (Note 9).....................    6,599,000       205,000
Other Assets:
  Deferred financing costs.........................    4,859,000     5,816,000
  Franchise agreements.............................    8,068,000     7,379,000
  Other long-term assets...........................      288,000       154,000
                                                    ------------  ------------
    Total other assets.............................   13,215,000    13,349,000
                                                    ------------  ------------
      Total........................................ $286,566,000  $283,109,000
                                                    ============  ============

         LIABILITIES, SENIOR PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Current Liabilities:
  Accounts payable and other accrued expenses...... $ 19,183,000  $ 16,289,000
  Accrued payroll and related expenses.............    8,848,000     8,903,000
  Accrued taxes payable............................    3,698,000     4,580,000
  Note payable.....................................          --        255,000
  Current portion of long-term debt (Note 5).......      983,000       828,000
  Debt subject to acceleration (Note 5)............  224,715,000           --
                                                    ------------  ------------
    Total current liabilities......................  257,427,000    30,855,000
                                                    ------------  ------------
Long-Term Debt--Less current (Note 5)..............      600,000   220,251,000
Other Long-Term Liabilities (Note 14)..............   16,635,000     1,028,000
                                                    ------------  ------------
    Total liabilities..............................  274,662,000   252,134,000
                                                    ------------  ------------
Senior Preferred Stock (Note 6)....................   50,444,000    44,418,000
Commitments and Contingencies (Note 14)............
Stockholders' Deficit:
  Preferred stock..................................           75            75
  Common stock.....................................        9,030         9,030
  Accumulated deficit..............................  (38,549,105)  (13,452,105)
                                                    ------------  ------------
    Total stockholders' deficit....................  (38,540,000)  (13,443,000)
                                                    ------------  ------------
      Total........................................ $286,566,000  $283,109,000
                                                    ============  ============
</TABLE>

                See notes to consolidated financial statements.

                                       21
<PAGE>

                         AMERIKING, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Fiscal Years Ended December 25, 2000, December 27, 1999, and December
                                    28, 1998

<TABLE>
<CAPTION>
                                         Fiscal         Fiscal        Fiscal
                                          2000           1999          1998
                                      -------------  ------------  ------------
<S>                                   <C>            <C>           <C>
Sales
  Restaurant food sales.............  $ 383,874,000  $381,013,000  $297,989,000
  Non-food sales....................     13,777,000    14,888,000     9,499,000
                                      -------------  ------------  ------------
    Total sales.....................    397,651,000   395,901,000   307,488,000
Restaurant Operating Expenses:
  Cost of food sales................    111,641,000   112,761,000    87,942,000
  Cost of non-food sales............     13,553,000    12,651,000     7,978,000
  Restaurant labor and related costs
   .................................    105,992,000   103,173,000    78,326,000
  Occupancy ........................     41,731,000    39,414,000    31,538,000
  Depreciation and amortization of
   goodwill and franchise agreements
   .................................     16,983,000    15,818,000    11,568,000
  Advertising.......................     22,110,000    21,028,000    15,858,000
  Royalties.........................     13,438,000    13,341,000    10,463,000
  Other restaurant operating
   expenses.........................     41,849,000    34,698,000    25,966,000
  Restructuring expenses (Note 13)..      4,323,000           --            --
                                      -------------  ------------  ------------
    Total restaurant operating
     expenses.......................    371,620,000   352,884,000   269,639,000
General and Administrative Expenses.     18,544,000    16,836,000    13,886,000
Other Operating Expenses:
  Depreciation expense--office......        854,000     1,138,000       842,000
  Write-down of long-lived assets
   (Note 12)........................      9,438,000       980,000     1,177,000
  Loss on disposal of equipment.....        649,000       225,000       394,000
  Management and directors' fees....        650,000       663,000       650,000
                                      -------------  ------------  ------------
    Total other operating expenses..     11,591,000     3,006,000     3,063,000
                                      -------------  ------------  ------------
Operating Income (Loss).............     (4,104,000)   23,175,000    20,900,000
Other Income (Expense):
  Interest expense--net.............    (21,064,000)  (20,165,000)  (16,024,000)
  Amortization of deferred costs....       (922,000)     (801,000)     (963,000)
  Other expense--net................        (99,000)      (57,000)     (156,000)
                                      -------------  ------------  ------------
    Total other expense.............    (22,085,000)  (21,023,000)  (17,143,000)
                                      -------------  ------------  ------------
Income (Loss) Before Provision
 (Benefit) for Income Taxes.........    (26,189,000)    2,152,000     3,757,000
Provision (Benefit) for Income
 Taxes..............................     (7,237,000)    1,335,000     1,944,000
                                      -------------  ------------  ------------
Net Income (Loss)...................    (18,952,000)      817,000     1,813,000
Preferred Stock Dividends
 (cumulative, undeclared)...........       (621,000)     (585,000)     (558,000)
Senior Preferred Stock Dividends....     (6,026,000)   (5,325,000)   (4,678,000)
Amortization of Senior Preferred
 Stock Issuance Costs...............       (119,000)     (119,000)     (110,000)
                                      -------------  ------------  ------------
Loss Available to Common
 Stockholders.......................  $ (25,718,000) $ (5,212,000) $ (3,533,000)
                                      =============  ============  ============
Weighted Average Number of Common
 Shares Outstanding--Basic and
 Diluted............................        902,992       902,992       902,992
                                      =============  ============  ============
Net (Loss) Per Common Share--Basic
 and Diluted........................  $      (28.48) $      (5.77) $      (3.91)
                                      =============  ============  ============
</TABLE>

                See notes to consolidated financial statements.

                                       22
<PAGE>

                         AMERIKING, INC. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
 For the Fiscal Years Ended December 25, 2000, December 27, 1999, and December
                                    28, 1998

<TABLE>
<CAPTION>
                                          Additional    Retained
                         Preferred Common  Paid-In      Earnings
                           Stock   Stock   Capital     (Deficit)       Total
                         --------- ------ ----------  ------------  ------------
<S>                      <C>       <C>    <C>         <C>           <C>
Balance--December 29,
 1997...................    $75    $9,030 $3,037,895  $ (8,888,000) $ (5,841,000)
  Dividends on senior
   preferred stock......                  (2,927,895)   (1,750,105)   (4,678,000)
  Amortization of senior
   preferred stock
   issuance costs.......                    (110,000)                   (110,000)
  Net income............                                 1,813,000     1,813,000
                            ---    ------ ----------  ------------  ------------
Balance--December 28,
 1998...................     75     9,030        --     (8,825,105)   (8,816,000)
  Dividends on senior
   preferred stock......                                (5,325,000)   (5,325,000)
  Amortization of senior
   preferred stock
   issuance costs.......                                  (119,000)     (119,000)
  Net income............                                   817,000       817,000
                            ---    ------ ----------  ------------  ------------
Balance--December 27,
 1999...................     75     9,030        --    (13,452,105)  (13,443,000)
  Dividends on senior
   preferred stock......                                (6,026,000)   (6,026,000)
  Amortization of senior
   preferred stock
   issuance costs.......                                  (119,000)     (119,000)
  Net loss..............                               (18,952,000)  (18,952,000)
                            ---    ------ ----------  ------------  ------------
Balance--December 25,
 2000...................    $75    $9,030 $      --   $(38,549,105) $(38,540,000)
                            ===    ====== ==========  ============  ============
</TABLE>



                See notes to consolidated financial statements.

                                       23
<PAGE>

                         AMERIKING, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Fiscal Years Ended December 25, 2000, December 27, 1999, and December
                                    28, 1998

<TABLE>
<CAPTION>
                                          Fiscal        Fiscal        Fiscal
                                           2000          1999          1998
                                       ------------  ------------  ------------
<S>                                    <C>           <C>           <C>
Cash Flows from Operating Activities:
Net income (loss)....................  $(18,952,000) $    817,000  $  1,813,000
  Adjustments to reconcile net income
   (loss) to net cash flows from
   operating activities:
  Depreciation and amortization......    18,758,000    17,758,000    13,373,000
  Deferred income taxes..............    (7,367,000)    1,285,000     1,893,000
  Write-down of long-lived assets....     9,438,000       980,000     1,177,000
  Loss on disposition of equipment...       649,000       225,000       394,000
  Changes in:
    Accounts receivable..............       679,000    (1,298,000)     (789,000)
    Inventories......................        87,000    (2,654,000)      (76,000)
    Prepaid expenses.................    (1,905,000)     (756,000)    1,127,000
    Accounts payable, accrued
     expenses and other long-term
     liabilities.....................    17,571,000     5,135,000     7,120,000
                                       ------------  ------------  ------------
      Net cash flows provided by
       operating activities..........    18,958,000    21,492,000    26,032,000
Cash Flows from Investing Activities:
  Purchase of restaurant franchise
   agreements, equipment and
   goodwill..........................    (3,689,000)  (46,070,000)  (27,591,000)
  Proceeds from sale of property.....       463,000
  Cash paid for franchise agreements.    (1,351,000)     (619,000)     (440,000)
  Cash paid for property and
   equipment.........................   (12,910,000)  (12,728,000)   (9,816,000)
                                       ------------  ------------  ------------
      Net cash flows used for
       investing activities..........   (17,487,000)  (59,417,000)  (37,847,000)
Cash Flows from Financing Activities:
  Proceeds from short-term debt......                                 2,657,000
  Proceeds from long-term debt.......                                 1,800,000
  Cash paid for financing costs......       (15,000)                   (923,000)
  Advances under line of credit......     5,975,000    45,243,000    15,000,000
  Payments on line of credit.........                                (3,000,000)
  Payments on short-term debt........      (255,000)   (2,402,000)
  Payments on long-term debt.........      (756,000)     (753,000)     (586,000)
  Payments on capital leases.........           --            --        (74,000)
                                       ------------  ------------  ------------
      Net cash flows provided by
       financing activities..........     4,949,000    42,088,000    14,874,000
Net Change in Cash and Cash
 Equivalents.........................     6,420,000     4,163,000     3,059,000
Cash and Cash Equivalents--Beginning
 of year.............................    14,754,000    10,591,000     7,532,000
                                       ------------  ------------  ------------
Cash and Cash Equivalents--End of
 year................................  $ 21,174,000  $ 14,754,000  $ 10,591,000
                                       ============  ============  ============
Supplemental Disclosures of Cash Flow
 Information:
  Cash paid during the year for
   interest..........................  $ 22,643,000  $ 19,352,000  $ 16,125,000
                                       ============  ============  ============
  Cash paid during the year for
   income taxes......................  $    497,000  $    100,000  $     90,000
                                       ============  ============  ============
Supplemental Disclosure of Noncash
 Investing and Financing Activities:
Senior preferred stock dividends.....  $  6,026,000  $  5,325,000  $  4,678,000
Amortization of senior preferred
 stock issuance costs................       119,000       119,000       110,000
                                       ------------  ------------  ------------
      Total..........................  $  6,145,000  $  5,444,000  $  4,788,000
                                       ============  ============  ============
</TABLE>

                See notes to consolidated financial statements.

                                       24
<PAGE>

                        AMERIKING, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 For the Fiscal Years Ended December 25, 2000, December 27, 1999, and December
                                   28, 1998

1. Description of Business

   AmeriKing, Inc., and its wholly owned subsidiary, National Restaurant
Enterprises, Inc. d/b/a AmeriKing Corporation (the "Company") owns and
operates Burger King restaurants in twelve states.

   During fiscal 1998, the Company, in a series of transactions, acquired 30
Burger King restaurants in Illinois, Kentucky, Ohio, Tennessee and Wisconsin
(the "1998 Acquisitions") for $23.8 million in cash, excluding transaction
fees and expenses. In addition, the Company closed three restaurants, one in
Illinois, one in Virginia and one in Ohio. Also, the Company developed 17
Burger King restaurants in Illinois, Kentucky, North Carolina, Ohio,
Tennessee, Texas and Virginia.

   During fiscal 1999, the Company, in a series of transactions, acquired 59
Burger King restaurants in Illinois, Ohio, Tennessee, Wisconsin, North
Carolina and Virginia (the "1999 Acquisitions") for $40.5 million in cash,
excluding transaction fees and expenses. In addition, the Company developed 10
Burger King restaurants in Illinois, Kentucky, North Carolina, Ohio, Tennessee
and Wisconsin.

   During fiscal 2000, the Company acquired 5 Burger King restaurants in
Illinois (the "2000 Acquisitions") for $3.7 million in cash, excluding
transaction fees and expenses. In addition, the Company developed 20 Burger
King restaurants in Illinois, Kentucky, Virginia, North Carolina, Colorado,
Ohio and Michigan.

   The Company is the largest independent Burger King franchisee in the United
States, operating 379 Burger King restaurants as of December 25, 2000.
Management of the Company considers it to have one reportable segment, the
operation of franchised restaurants in the United States, and assesses
performance on a single segment basis.

2. Basis of Presentation and Summary of Significant Accounting Policies

   Fiscal Year--The Company has a 52/53-week fiscal year that ends on the last
Monday of the calendar year. The 2000, 1999 and 1998 fiscal years ended
December 25, 2000, December 27, 1999 and December 28, 1998, respectively,
included 364 days of operating activity.

   Use of Estimates--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

   Principles of Consolidation--The accompanying consolidated financial
statements include the accounts of AmeriKing, Inc. and its wholly owned
subsidiary. All significant intercompany accounts and transactions have been
eliminated in consolidation.

   Cash Equivalents--The Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash equivalents. The
carrying value of cash and cash equivalents approximates fair value due to the
short maturity of these instruments.

   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.


                                      25
<PAGE>

   Property and Equipment--Property and equipment are stated at either
purchased cost or allocated acquisition cost. Normal repairs and maintenance
costs are charged to expense as incurred. Depreciation is being recorded using
the straight-line method over the following estimated useful lives:

<TABLE>
            <S>                              <C>
            Restaurant equipment and
             furnishings...................  5-15 years
            Office furniture and equipment.  5-9 years
            Buildings......................  40 years
            Leasehold improvement..........  Life of lease
</TABLE>

   Franchise Agreements--The franchise agreements with Burger King Corporation
("BKC") require the Company to pay a franchise fee for each new restaurant
developed and for the renewal of franchises that have expired. Franchisee fees
are capitalized and amortized using the straight-line method over the terms of
the related franchise agreements. The franchise agreements generally provide
for a term of 20 years with renewal options upon expiration. Accumulated
amortization as of December 25, 2000 and December 27, 1999 was approximately
$2,887,000 and $2,229,000, respectively.

   Goodwill--Goodwill represents the excess of cost over fair value of net
assets acquired in connection with the Company's acquisitions. Goodwill is
amortized over 35 years using the straight-line method. Accumulated
amortization of goodwill as of December 25, 2000 and December 27, 1999 was
approximately $22,701,000 and $17,300,000, respectively.

   Accounting for the Impairment of Long-Lived Assets--The Company accounts
for impairment of long-lived assets in accordance with SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of". SFAS No. 121 requires that long-lived assets be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The Company evaluates at
each balance sheet date whether events and circumstances have occurred that
indicate possible impairment. In accordance with SFAS No. 121, the Company
uses an estimate of the future undiscounted net cash flows of each restaurant
over the remaining life in measuring whether the assets are recoverable.
During fiscal years 2000, 1999 and 1998, the Company wrote down approximately
$9.4 million, $1.0 million and $1.2 million of long-lived assets,
respectively. These write downs consisted primarily of goodwill recorded as
part of the acquired restaurant. The remaining write down consisted of land,
restaurant equipment, signage and other related store assets.

   Deferred Costs--Costs incurred by the Company in obtaining its financing
for its acquisitions are being amortized on a straight-line basis over the
term of the related financing. Accumulated amortization as of December 25,
2000 and December 27, 1999 was approximately $3,594,000 and $2,620,000,
respectively, for deferred financing costs.

   Vendor Incentives--Vendor incentives are amortized over the lesser of the
life of the vendor contract or the remaining franchise life.

   Reclassifications--Certain information in the consolidated financial
statements for fiscal 1999 and 1998 have been reclassified to conform to the
current reporting format.

   New Statements of Financial Accounting Standards--In June 1998, the FASB
issued SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities." This Statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities. The Statement will require the
Company to recognize all derivatives as either assets or liabilities in the
balance sheet and measure those derivative instruments at fair value. This
Statement will be effective for the Company in fiscal year 2001. At December
25, 2000, the Company had no material derivative instruments or hedging
activities.


                                      26
<PAGE>

3. Business Condition

   At December 25, 2000, the Company was not in compliance with certain
financial covenants of its Revolving Credit Facility and Acquisition Credit
Facility (collectively the Credit Facilities, see Note 5). The Company has
obtained a waiver from its banks of such non-compliance effective as of
December 25, 2000; therefore, no existing debt is currently subject to
acceleration. However, the Company projects it will not be in compliance with
these current financial covenants throughout fiscal 2001, and the Company
cannot be certain of obtaining future waivers from its lenders. Therefore, the
Company has classified the long-term portion of its Credit Facilities and
Senior Notes as currently payable (collectively Affected Debt)--subject to
acceleration.

   In response to the above, the Company is working with its lending
institutions to amend certain covenants or other necessary actions to bring
the Company into future compliance with its Credit Facilities. In addition,
the Company is considering financing alternatives that would reduce existing
cash obligations for capital expenditures and debt service. The Company has
discussed preliminary financing opportunities with its lending group, BKC and
other investment advisors.

   The Company's fiscal 2001 plan contemplates improved operating performance
and does not include significant capital improvements other than those
obligated under its existing franchise agreements, vendor incentive agreement,
and the completion of the development of stores substantially in progress at
December 25, 2000. The Company has no planned acquisitions, nor does it have
any cash commitments related to previous acquisitions. The Company believes
that available cash on hand, together with its forecast of increased operating
cash flow in fiscal 2001 (compared with fiscal 2000) will be sufficient to
meet current debt service obligations. The Company is in discussions with BKC
to defer capital obligations should its available cash not be sufficient to
meet these obligations. If the Company is unable to fund its capital
improvement obligations and does not reach an agreement with BKC on deferment
of the timing of these obligations, the Company may be in technical default of
its franchise agreements for those affected restaurants.

4. Property and Equipment

   Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                   December 25, December 27,
                                                       2000         1999
                                                   ------------ ------------
      <S>                                          <C>          <C>          <C>
      Restaurant equipment and furnishings........ $ 86,185,000 $ 78,243,000
      Office furniture and equipment..............    5,828,000    5,412,000
      Leasehold improvements......................   20,983,000   16,257,000
      New restaurant development..................    1,522,000    4,325,000
      Buildings...................................    4,143,000    3,403,000
                                                   ------------ ------------
          Total...................................  118,661,000  107,640,000
      Less accumulated depreciation...............   41,448,000   30,979,000
                                                   ------------ ------------ ---
          Property and equipment--net............. $ 77,213,000 $ 76,661,000
                                                   ============ ============
</TABLE>

                                      27
<PAGE>

5. Long-Term Debt

   Debt consists of the following:

<TABLE>
<CAPTION>
                                                      December 25, December 27,
                                                          2000         1999
                                                      ------------ ------------
      <S>                                             <C>          <C>
      Senior Notes, 10.75%, due 2006................  $100,000,000 $100,000,000
      Revolving Credit Facility, at a variable
       interest rate, 9.21% at December 25, 2000,
       due 2002.....................................    74,608,000   71,608,000
      Acquisition Credit Facility, at a variable
       interest rate, 9.29% at December 25, 2000,
       due 2002.....................................    44,218,000   41,243,000
      Franchise Acceptance Corporation Limited Note,
       9.86%, due 2006..............................     4,162,000    4,643,000
      Franchise Acceptance Corporation Limited Note,
       at a variable interest rate, 8.71% at
       December 25, 2000, due 2008..................     1,557,000    1,674,000
      Franchise Acceptance Corporation Limited Note,
       at a variable interest rate, 8.96% at
       December 25, 2000, due 2005..................     1,153,000    1,311,000
      Junior Subordinated Notes, 6.00%, due 2005....       600,000      600,000
                                                      ------------ ------------
                                                       226,298,000  221,079,000
      Current portion of long-term debt.............       983,000      828,000
      Debt subject to acceleration..................   224,715,000          --
                                                      ------------ ------------
                                                      $    600,000 $220,251,000
                                                      ============ ============
</TABLE>

   On July 21, 1995, the Company issued a $6.9 million note to BKC (the "BKC
Note"). On July 18, 1996, the BKC Note was replaced with a $6.1 million note
issued to Franchise Acceptance Corporation Limited ("FAC") (the "1996 FAC
Note"). The 1996 FAC Note bears interest at a rate of 9.86% per annum, has
mandatory principal payments and matures July 2006. In connection with the
1996 FAC Note, FAC committed to lend the Company $900,000 under a separate
credit facility (the "FAC Credit Facility") for capital expenditures.
Borrowings under the FAC Credit Facility bear interest at a variable rate with
principle payments due monthly. No amounts were outstanding under the FAC
Credit Facility at December 25, 2000.

   On November 29, 1995, the Company issued a $1.9 million note (the "1995 FAC
Note") to FAC. The FAC Note bears interest at 2.75% above FAC's program rate,
has mandatory monthly principal payments and matures December 2005.

   On December 3, 1996, the Company issued 10 3/4% senior notes (the "Senior
Notes") due 2006 in the aggregate principal amount of $100.0 million to the
investing public. Interest on the Senior Notes is payable semi-annually in
cash in arrears on June 1 and December 1, commencing June 1, 1997. The Senior
Notes mature on December 1, 2006 and are redeemable, in whole or in part, at
the option of the Company at any time on or after December 1, 2001 at the
redemption prices listed below:

<TABLE>
<CAPTION>
             Year                           Percentage
             ----                           ----------
             <S>                            <C>
             2001..........................  106.500%
             2002..........................  104.333
             2003..........................  102.167
             2004 and thereafter...........  100.000
</TABLE>

   Upon the occurrence of a change of control, the Company will be required,
subject to certain conditions, to make an offer to purchase the Senior Notes
at a price equal to 101% of the principal amount plus accrued and unpaid
interest to the date of purchase.

                                      28
<PAGE>

   The Senior Notes are senior unsecured obligations of the Company and
pursuant to the terms of the Senior Notes indenture rank pari passu in right
of payment with other senior indebtedness of the Company and senior to
subordinated indebtedness of the Company, and effectively rank junior to
secured indebtedness of the Company and to indebtedness of the Company's
subsidiaries, including borrowings under the Amended and Restated Credit
Agreement.

   The Senior Notes Indenture includes covenants that, among other things,
limit payments of dividends and other restricted payments and the incurrence
of additional indebtedness. As of December 25, 2000, the Company had short-
term restrictions on additional borrowings as defined by such covenants.

   On June 17, 1997, the Company amended and restated its Credit Agreement
(the "Amended and Restated Revolving Credit Agreement") to provide for an
increased commitment under its revolving credit facility (the "Revolver").
Under the Amended and Restated Revolving Credit Agreement, BBNA 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 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 Amended and Restated Revolving Credit Agreement calls for no
principal amortization and matures in June 2002.

   On September 23, 1997, BBNA and the other lenders thereto committed to
increase the borrowing capacity of the Revolver from $50 million to $75
million as permitted under the Amended and Restated Revolving Credit
Agreement.

   On July 22, 1998, the Company issued a $1.8 million note (the "1998 FAC
Note") to FAC. The FAC Note bears interest at 2.5% above FAC's program rate,
has mandatory monthly principal payments and matures November 2008.

   On December 24, 1998, BBNA and the other lenders thereto committed to
increase the borrowing capacity of the Revolver from $75 million to $80
million as permitted under the Amended and Restated Revolving Credit
Agreement.

   On December 24, 1998, the Company entered into a new Credit Agreement (the
"Acquisition Credit Agreement") with BBNA and other lenders for $45.0 million.
Interest is calculated as the lesser of the base rate or the Eurodollar rate
and is payable, at a minimum, quarterly. The Acquisition Credit Agreement
calls for no principal amortization and matures in June 2002.

   At December 25, 2000 and December 27, 1999, the Senior Notes had a fair
value of 38.0% and 92.5%, respectively, of their carrying value based on
quoted market prices. The carrying value of the Revolver, the Acquisition
Credit Agreement of 1998 and the 1995 FAC Note approximates the fair value as
the interest rates on these notes are variable and are adjusted, at a minimum,
quarterly. At December 25, 2000 and December 27, 1999, the 1996 FAC Note had a
fair value of 103.2% and 107.8%, respectively, and the Junior Subordinated
Notes had a fair value of 38.0% and 88.0%, respectively, of their carrying
values. The fair value of the 1996 FAC Note was calculated using borrowing
rates available to the Company under the Revolver at December 25, 2000 and
December 27, 1999. The Junior Subordinated Notes were calculated on the same
basis as the Senior Notes.

   Aggregate maturities of the Company's long-term debt as of December 25,
2000 are as follows:

<TABLE>
             <S>                              <C>
             2001............................ $    983,000
             2002............................  119,828,000
             2003............................    1,101,000
             2004............................    1,143,000
             2005............................    2,000,000
             Thereafter......................  101,243,000
                                              ------------
                 Total....................... $226,298,000
                                              ============
</TABLE>

                                      29
<PAGE>

   Of the above stated amount, $224.7 million is subject to acceleration if
the Company does not obtain future waivers for its anticipated non-compliance
under the Bank Credit Agreements during fiscal 2001. In March 2001, the
Company received a waiver for violation of covenants at December 25, 2000.
Effective at the same time of this waiver, the Company no longer has the
ability to borrow applying Eurodollar rates.

6. Senior Preferred Stock

   Concurrent with the Senior Notes offering, the Company offered $30.0
million of units (the "Units"), consisting of 1.2 million shares of Senior
Preferred Stock and 30,000 shares of Common Stock. The Senior Preferred Stock
is exchangeable, at the option of the Company, into the Company's 13%
Subordinated Exchange Debentures due 2008, subject to the ability of the
Company to incur such indebtedness under the Amended and Restated Credit
Agreement, the Acquisition Credit Agreement and the Indenture. The Company
incurred issuance costs in the amount of $1.2 million related to the issuance
of the Senior Preferred Stock.

   Each share of Senior Preferred Stock has a liquidation preference of $25
per share. Unless declared, dividends on the Senior Preferred Stock will
accrue in each period ending on March 1, June 1, September 1 and December 1 of
each year at a rate of 13% per annum of the liquidation preference. On or
before December 1, 2001, the Company may, at its option, pay dividends in cash
or in additional fully paid and nonassessable shares of Senior Preferred Stock
having an aggregate liquidation preference equal to the amount of such
dividends, subject to certain restrictions under its existing credit agreement
and the Indenture. Thereafter, dividends may be paid in cash only.

   During fiscal 2000, the Company declared stock dividends of 241,033 shares
of its 13% Senior Preferred Stock, aggregating $6,026,000 compared to 212,933
shares, aggregating $5,325,000 in fiscal 1999. As of December 25, 2000, the
Company has accrued senior preferred stock dividends of approximately $433,000
or 17,337 shares that will be distributed on March 1, 2001. The total number
of Senior Preferred Stock shares issued and outstanding at December 25, 2000
and December 27, 1999 was 2,017,744 and 1,776,710, respectively. The Senior
Preferred Stock has no voting rights.

   The Senior Preferred Stock may be redeemed at any time on or after December
1, 2001, in whole or in part, at the option of the Company, at the redemption
prices set forth below plus an amount in cash equal to all accumulated and
unpaid dividends (including an amount in cash equal to a prorated dividend for
the period from the dividend payment date immediately prior to the redemption
date to the redemption date), if redeemed during the 12-month period beginning
December 1 of each of the years set forth below:

<TABLE>
<CAPTION>
             Year                           Percentage
             ----                           ----------
             <S>                            <C>
             2001..........................  106.500%
             2002..........................  104.333%
             2003..........................  102.167%
             2004 and thereafter...........  100.000%
</TABLE>

   On December 1, 2008, the Company will be required to redeem, subject to
contractual and other restrictions and to the legal availability of funds, all
outstanding shares of Senior Preferred Stock at a price equal to the then
effective liquidation preference, plus an amount in cash equal to all
accumulated and unpaid dividends, including an amount in cash equal to a
prorated dividend for the period from the dividend payment date immediately
prior to the redemption date to the redemption date.

   At December 25, 2000 and December 27, 1999, the Senior Preferred Stock had
a fair value of approximately $2.0 million and $30.2 million, respectively,
based on recent trading activity.

7. Leases

   The Company leases restaurant space under noncancelable operating leases
with remaining lease terms of one to twenty years. In many cases, the leases
provide for rent escalations and for one or more five-year renewal options.
The leases generally require the Company to pay property taxes, insurance,
maintenance and other

                                      30
<PAGE>

operating costs of the properties, as well as contingent rentals based upon a
percentage (generally 8.5%) of net sales. In addition, the Company leases
office space, office equipment, restaurant equipment and vehicles under
noncancelable operating leases.

Rent expense amounted to:

<TABLE>
<CAPTION>
                                             Fiscal      Fiscal      Fiscal
                                              2000        1999        1998
                                           ----------- ----------- -----------
      <S>                                  <C>         <C>         <C>
      Minimum rentals under operating
       leases............................. $36,450,000 $32,190,000 $24,222,000
      Contingent rentals..................   3,259,000   3,694,000   3,714,000
                                           ----------- ----------- -----------
          Total........................... $39,709,000 $35,884,000 $27,936,000
                                           =========== =========== ===========
</TABLE>

   Future minimum lease payments under noncancelable operating leases are as
follows:

<TABLE>
<CAPTION>
             Fiscal Year                     Amount
             -----------                  ------------
             <S>                          <C>
             2001........................ $ 33,069,000
             2002........................   32,124,000
             2003........................   31,286,000
             2004........................   30,374,000
             2005........................   28,873,000
             Thereafter..................  231,280,000
                                          ------------
                 Total................... $387,006,000
                                          ============
</TABLE>

8. Capital Stock

   At December 25, 2000 and December 27, 1999, the Company's authorized
capital stock was as follows:

<TABLE>
<CAPTION>
                                                             Number
                                                Number of   of Shares   Voting
                                      Par Value   Shares   Issued and   Rights
                                      Per Share Authorized Outstanding Per Share
                                      --------- ---------- ----------- ---------
      <S>                             <C>       <C>        <C>         <C>
      Common Stock...................   $0.01   4,000,000    902,992        1
      Non-Voting Common Stock........    0.01     300,000          0        0
                                                ---------    -------
          Total common stock.........           4,300,000    902,992
                                                =========    =======
      Class A1 Preferred Stock.......    0.01       4,425      4,425        0
      Class A2 Preferred Stock.......    0.01       1,200      1,200        0
      Class B Preferred Stock........    0.01       1,875      1,875        0
                                                ---------    -------
          Total preferred stock......               7,500      7,500
                                                =========    =======
</TABLE>

   Class A1, Class A2 and Class B preferred stock pay dividends at 6% per
annum, payable quarterly. To the extent not declared and paid, such dividends
accumulate. Class A1 preferred stock dividends are payable in cash or
additional shares of Class A1 Preferred Stock; Class A2 and Class B Preferred
Stock dividends are payable in cash only.

   In 1994, the Company issued warrants to an affiliate of BBNA to purchase
96,998 shares of a separate class of non-voting Common Stock (the "Non-Voting
Common Stock") at an exercise price of $0.01 per share. The warrants are
exercisable at any time and expire the earlier of the date such warrants are
exercised in full or November 30, 2002.

   During 1994, the Company granted stock options to purchase 9,702 shares of
Common Stock at $.12 per share. The options were fully exercised in fiscal
1997. The Company has not issued any additional stock options or warrants as
of December 25, 2000.

                                      31
<PAGE>

9. Income Taxes

   The provision (benefit) for income taxes was comprised of the following:

<TABLE>
<CAPTION>
                                                             Fiscal     Fiscal
                                              Fiscal 2000     1999       1998
                                              -----------  ---------- ----------
      <S>                                     <C>          <C>        <C>
      Federal:
        Current.............................  $   (35,000) $   50,000
        Deferred............................   (5,580,000)  1,027,000 $1,490,000
      State:
        Current.............................      166,000                 51,000
        Deferred............................   (1,788,000)    258,000    403,000
                                              -----------  ---------- ----------
          Net provision (benefit) for income
           taxes............................  $(7,237,000) $1,335,000 $1,944,000
                                              ===========  ========== ==========
</TABLE>

   The difference between the recorded income tax provision (benefit) and the
"expected" tax provision (benefit) based on the statutory federal income tax
rate is as follows:

<TABLE>
<CAPTION>
                                                            Fiscal     Fiscal
                                             Fiscal 2000     1999       1998
                                             -----------  ---------- ----------
      <S>                                    <C>          <C>        <C>
      Computed federal income tax provision
       (benefit) at statutory rate.........  $(8,940,000) $  767,000 $1,277,000
      State income taxes (net of federal
       income tax effect)..................   (1,299,000)    170,000    300,000
      Non-deductible expenses..............       72,000      69,000    117,000
      Goodwill amortization................      330,000     329,000    250,000
      Change in valuation allowance........    2,600,000         --         --
                                             -----------  ---------- ----------
          Net provision (benefit) for
           income taxes....................  $(7,237,000) $1,335,000 $1,944,000
                                             ===========  ========== ==========
</TABLE>

   As of December 25, 2000, the Company had a net operating loss carry-forward
for income tax purposes of approximately $42.4 million to offset against future
taxable income. The unused portion of the net operating loss will begin to
expire in 2009.

   Total deferred tax liabilities and deferred tax assets as of December 25,
2000 and December 27, 1999, and the sources of the differences between
financial accounting and tax bases of the Company's assets and liabilities
which give rise to the deferred tax liabilities and deferred tax assets and the
effects of each, are as follows:

<TABLE>
<CAPTION>
                                                         Fiscal 2000  Fiscal 1999
                                                         -----------  -----------
      <S>                                                <C>          <C>
      Deferred tax liabilities:
        Depreciation/Amortization....................... $20,779,000  $18,357,000
        Purchase accounting adjustments.................     745,000      875,000
        Other...........................................     296,000      295,000
                                                         -----------  -----------
                                                          21,820,000   19,527,000
      Deferred tax assets:
        Operating loss carry-forwards...................  17,270,000   15,765,000
        Fixed asset reserves............................   5,880,000    2,197,000
        Other...........................................     636,000    1,851,000
        Vendor incentive................................   8,288,000          --
                                                         -----------  -----------
                                                          32,074,000   19,813,000
                                                         -----------  -----------
        Net deferred tax assets.........................  10,254,000      286,000
      Valuation allowance on net deferred tax asset.....  (2,600,000)         --
                                                         -----------  -----------
          Net deferred tax assets....................... $ 7,654,000  $   286,000
                                                         ===========  ===========
</TABLE>

   The Company has recorded a valuation allowance against deferred tax assets
as deemed necessary to reduce deferred tax assets to amounts that are more
likely than not to be realized.

                                       32
<PAGE>

10. Employee Benefit Plans

   During fiscal 1996, the Company offered all of its employees the option to
participate in a 401(k) plan (the "Plan"), upon fulfillment of certain
requirements. The Company has the option, but not the obligation, to match
contributions made by its employees under the Plan. In addition, the Company
provides disability insurance to certain key executives. The insurance covers
all salary payments to the executives during the period of disability. For
fiscal 2000, 1999 and 1998, the Company contributed approximately $126,000,
$80,000 and $75,000, respectively, to the Plan.

11. Related Parties

   During fiscal 2000, the Company entered into an agreement to provide
management and administrative services to an affiliated company that is owned
by certain common shareholders of the Company, as well as other third parties.
The Company received approximately $70,000 for such services in fiscal 2000.

   The Company has entered into a management consulting agreement (the "TJC
Consulting Agreement") with an affiliate of The Jordan Company. Under the
terms of the TJC Consulting Agreement, as amended, the Company was required to
pay the affiliate an annual management fee equal to the higher of: (i)
$600,000 or (ii) 2.5% of the Company's cash flow, as determined in the TJC
Consulting Agreement. During fiscal 2000, 1999 and 1998, the Company recorded
expenses of $600,000 under the amended TJC Consulting Agreement.

   In connection with the 1999 and 1998 acquisitions, the Company paid an
affiliate of The Jordan Company investment banking fees of $671,000 and
$579,000, respectively.

12. Write-down of Long-Lived Assets

   In fiscal 2000, 1999 and 1998, the Company recorded a charge of
approximately $9.4 million, $1.0 million and $1.2 million, respectively, for
the write-down of long-lived assets. The fiscal 2000 charge reflects the
write-down to estimated fair value of 27 Company-owned restaurants due to a
decrease in the actual and projected cash flows of these restaurants. The
fiscal 1999 charge reflects the write-down to estimated fair value of three
Company-owned restaurants due to a decrease in the cash flow of these
restaurants. The 1998 charge reflects the write-down to estimated fair value
of two Company-owned restaurants due to a decrease in the cash flow of these
restaurants.

13. Restructuring

   In November 2000 the Company restructured its development and field
marketing functions as well as re-evaluated its restaurant development plans
to reduce costs associated with previous plans to rapidly grow upon
anticipated refinancing in fiscal 2000.

   As a result, the Company terminated 16 employees for a total cost of
$711,000. This represents salary continuation plus benefits and outplacement
services. The Company is also in the process of exiting excess leased space
unused or to be closed as a result of the cancellation of existing growth
plans. This represents an estimate of $576,000 to terminate such lease
agreements. The Company determined that $3,036,000 in capitalized costs
associated with certain development plans and certain software costs
associated with discontinued upgrades to existing restaurant systems as well
as refinancing costs associated with planned acquisitions should be written
off. The Company plans to pay the employee termination benefits and settle the
early termination of lease agreements by the end of fiscal 2001. The
restructuring liability is included as a component of accounts payable and
other accrued expenses.

                                      33
<PAGE>

Restructuring charges for the fiscal year ended December 25, 2000 were as
follows:

<TABLE>
<CAPTION>
                                 Employee   Write-down of
                                Termination  Capitalized
                                 Benefits       Costs      Other      Total
                                ----------- ------------- -------- -----------
<S>                             <C>         <C>           <C>      <C>
Total restructuring charges....  $711,000    $ 3,036,000  $576,000 $ 4,323,000
Write-down of assets to net
 realizable value..............       --      (3,036,000)      --   (3,036,000)
Cash payments..................  (127,000)           --        --     (127,000)
                                 --------    -----------  -------- -----------
Restructuring liability as of
 December 25, 2000.............  $584,000    $       --   $576,000 $ 1,160,000
                                 ========    ===========  ======== ===========
</TABLE>

14. Commitments and Contingencies

   In connection with the acquisition and development of Burger King
restaurants, the Company is obligated to enter into franchise agreements with
BKC. The franchise agreements set forth the terms under which the Company is
to operate its Burger King restaurants and obligates the Company to pay
monthly royalty and advertising fees equal to 3.5% and 4.0%, respectively, of
restaurant sales.

   Beginning July 1, 2000 and running through June 30, 2003, any newly
developed restaurant or newly successored restaurant became subject to a
$50,000 one-time franchise fee and a 4.0% royalty fee for a period of ten
years. At that time, the royalty fee will be increased to 4.5% for the
remainder of the franchise term. Beginning July 1, 2003, any newly developed
restaurant or newly successored restaurant will be subject to a $50,000 one-
time franchise fee and a 4.5% royalty fee for the full franchise term. The
monthly advertising contribution is expected to remain at 4.0%.

   During 2000, the Company chose to defer the capital obligations associated
with franchise agreements for 16 restaurants that were due for renewal in
anticipation of pending re-imaging standards from BKC for the majority of
restaurants of the Company. The approximate cost to satisfy all obligations
under these franchise renewals is $6.2 million. The Company is in discussions
with BKC to defer capital obligations should its available cash not be
sufficient to meet its capital obligation needs. If the Company is unable to
fund its capital improvement obligations and does not reach an agreement with
BKC on deferment of the timing of these obligations, the Company may be in
technical default of its franchise agreements for those affected restaurants.

   In fiscal 2000, the Company received approximately $20 million in vendor
incentives from its major soft-drink distributors. This rebate requires the
Company to purchase the distributors' products for a period of approximately
10 years. As a further condition of this agreement, the Company is obligated
to make certain capital improvements to its qualifying restaurants. The
Company is also obligated to spend an additional $10.0 million to change
signage and improve drive-thrus at most restaurants as required under the soft
drink vendor incentive arrangement. The Company is required to complete spruce
up changes by June 30, 2001. The Company is in compliance with this
requirement. The Company began the process of such transformation in fiscal
2000 and has over 300 restaurants remaining. The Company is working to
complete as many external improvements as possible by December 31, 2001;
however, if the Company is not successful, it will be in default of the
Franchise Commitment for the Soft Drink Trust for each restaurant it does not
complete the exterior improvements. The Company is forecasting that it will
complete its external improvements by December 31, 2001.

   Under the terms of the franchise agreement, the Company is obligated to
make certain leasehold improvements to its restaurants every ten years. The
Company had two restaurants that fell into this category in 2000 that were
also deferred. The approximate cost to satisfy these obligations is $0.3
million.

   During 2001, the Company has nine restaurants up for franchise renewals.
These commitments total approximately $2.6 million. The Company also has 11
restaurants with the ten-year leasehold improvement obligation coming due in
fiscal 2001. These obligations total approximately $1.4 million.

   Various legal proceedings are pending against the Company, many involving
routine litigation incidental to the businesses. The consequences of these
matters are not presently determinable but, in the opinion of the management
of the Company after consulting with legal counsel, the ultimate liability is
not expected to have a material effect on the results of operations, financial
position, liquidity or capital resources of the Company.

                                      34
<PAGE>

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

   There have been no changes in accountants during fiscal 2000 or 1999, nor
has there been any disagreement on any matter of accounting principles or
practices or financial disclosure which in either case is required to be
reported pursuant to this Item 9.

                                   PART III

Item 10. Directors and Executive Officers of the Registrant

   The following sets forth the names and ages of the Company's directors and
executive officers and the positions they currently hold:

<TABLE>
<CAPTION>
         Name     Age                   Position with Company
         ----     ---                   ---------------------
      <S>         <C> <C>
      Lawrence
       E. Jaro    57  Managing Owner, Chairman and Chief Executive Officer

      Augustus
       F.
       Hothorn    48  President, Chief Operating Officer and Director

      Joel D.
       Aaseby     42  Chief Financial Officer, Corporate Secretary and Director

      Stewart G.
       Baily      43  Executive Vice President--Restaurant Operations

      Susan
       Dammann    57  Executive Vice President--Human Resources

      Hernando
       Manrique   44  Vice President--Chief Information Officer

      James C.
       Hoar       41  Vice President--General Counsel

      A. Richard
       Caputo,
       Jr.        35  Vice President and Director

      Thomas H.
       Quinn      53  Director

      John W.
       Jordan,
       II         52  Director

      David W.
       Zalaznick  46  Director
</TABLE>

   Set forth below is a brief description of the business experience of each
director and executive officer of the Company.

   Mr. Jaro has served as the Chief Executive Officer and as a Director since
the Company's inception, and currently serves as its Chairman. Mr. Jaro has
over 20 years of experience as a Burger King restaurant franchisee. Prior to
joining the Company, Mr. Jaro was the President and Chief Executive Officer of
Jaro Enterprises, Inc., an operator of 12 Burger King restaurants in Colorado
and Texas.

   Mr. Hothorn has served as the Company's Executive Vice President--
Development since May 1997, and currently serves as President, Chief Operating
Officer and Director. Mr. Hothorn has over 19 years of Burger King/Grand
Metropolitan PLC experience. Prior to joining the Company, Mr. Hothorn was
Managing Director, Europe, Middle East, Africa (EMA) with Burger King
Corporation. From January 1991 through August 1994, Mr. Hothorn served as
Senior Vice President Franchising and Real Estate for Pearle Vision (a Grand
Met subsidiary). Prior to that, Mr. Hothorn held a variety of positions with
BKC including Vice President of Asset Management, Vice President of Corporate
Real Estate, Director of Development--San Francisco Region, Real Estate
Manager, and Site Development Engineer.

   Mr. Aaseby has served as the Company's Executive Vice President--Finance
and Corporate Secretary since the Company's inception, and currently serves as
Chief Financial Officer and Director. Mr. Aaseby has over 25 years of
experience with the Burger King system in various finance, accounting and
operations positions, including Midwest Sector Controller from 1989 to 1994.

   Mr. Baily has served as the Company's Vice President--Chicago Operations
since February 1997. Mr. Baily has been with the Company since its inception
and has over 25 years of experience as both an employee of Burger King
Corporation and also as a franchisee.

                                      35
<PAGE>

   Ms. Dammann has served as the Company's Executive Vice President--Human
Resources since June 2000. Prior to joining the Company, Ms. Dammann was a
consultant for BC Resources, as well as owner of her own recruiting firm.
Prior to that, Ms. Dammann held various positions including Director of
Operations and Director of Human Resources in the manufacturing industry.

   Mr. Manrique has served as the Company's Chief Informatin officer since
March 1999. Prior to joining the Company, Mr. Manrique was Chief Information
officer for PLAN International where he was employed for 11 years. Mr.
Manrique's expertise is in the plan, design and implementation of information
systems and technology from the strategic level to the information technology
level.

   Mr. Hoar has served as the Company's Vice President--General Counsel since
June 1998. Mr. Hoar has over 11 years of experience with the Burger King
system in various legal positions including 8 years working directly for BKC.
Prior to joining the Company, Mr. Hoar was Vice President of Development--
Legal for Boston Chicken, Inc.

   Mr. Caputo has served as a Vice President and Director of the Company since
its inception. Mr. Caputo is a partner of The Jordan Company, which he has
been associated with since 1990. Mr. Caputo is also a director of GFSI, Inc.,
Jackson Products, Inc. as well as other privately held companies.

   Mr. Quinn has served as a Director of the Company since its inception.
Since 1988, Mr. Quinn has been President, Chief Operating Officer and a
director of Jordan Industries, Inc., a diversified industrial holding company.
Mr. Quinn is also the Chairman of the Board and Chief Executive Officer of
Archibald Candy Company and Welcome Home, Inc. as well as other privately held
companies.

   Mr. Jordan has served as a Director of the Company since its inception. Mr.
Jordan is a managing partner of The Jordan Company, a private merchant banking
firm that he founded in 1982. Mr. Jordan is also a director of Jordan
Industries, Inc., Archibald Candy Company, GFSI, Inc., Jackson Products, Inc.,
Carmike Cinemas, Inc., Welcome Home, Inc. and Apparel Ventures, Inc. as well
as other privately held companies.

   Mr. Zalaznick has served as a Director of the Company since its inception.
Since 1982, Mr. Zalaznick has been a managing partner of The Jordan Company.
Mr. Zalaznick is also a director of Jordan Industries, Inc., Carmike Cinemas,
Inc., Archibald Candy Company, GFSI, Inc., Jackson Products, Inc., Marisa
Christina, Inc. and Apparel Ventures, Inc. as well as other privately held
companies.

   Each of the Company's directors was nominated to the Board of Directors
pursuant to the Stockholders Agreement, which required the stockholders named
therein to vote for such nominees.

Board of Directors

   Liability Limitation. The Company's Certificate of Incorporation (the
"Certificate of Incorporation") provides that a director of the Company shall
not be personally liable to it or its stockholders for monetary damages to the
fullest extent permitted by Delaware Corporation Law. In accordance with
Delaware Corporation Law, the Certificate of Incorporation does not eliminate
or limit the liability of a director for acts or omissions that involve
intentional misconduct by a director or a knowing violation of law by a
director for voting or assenting to an unlawful distribution, or for any
transaction from which the director will personally receive a benefit in
money, property, or services to which the director is not legally entitled.
Delaware Corporation Law does not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's breach of
his duty of care. Any amendment to these provisions of the Delaware
Corporation Law will automatically be incorporated by reference into the
Certificate of Incorporation and the Company's Bylaws, without any vote on the
part of its stockholders, unless otherwise required.

   Indemnification Agreements. Simultaneously with the consummation of the
Offerings, the Company and each of its directors entered into indemnification
agreements. The indemnification agreements provide that the Company will
indemnify the directors against certain liabilities (including settlements)
and expenses actually and

                                      36
<PAGE>

reasonably incurred by them in connection with any threatened or pending legal
action, proceeding or investigation (other than actions brought by or in the
right of the Company) to which any of them is, or is threatened to be, made a
party by reason of their status as a director, officer or agent of the
Company, or serving at the request of the Company in any other capacity for or
on behalf of the Company; provided that: (i) such director acted in good faith
and in a manner not opposed to the best interest of the Company, (ii) with
respect to any criminal proceedings, such director had no reasonable cause to
believe his or her conduct was unlawful, (iii) such director is not finally
adjudged to be liable for negligence or misconduct in the performance of his
or her duty to the Company, unless the court views in light of the
circumstances the director is nevertheless entitled to indemnification, and
(iv) the indemnification does not relate to any liability arising under
Section 16(b) of the Securities Exchange Act of 1934 or the rules or
regulations promulgated thereunder. With respect to any action brought by or
in the right of the Company, directors may also be indemnified, to the extent
not prohibited by applicable laws or as determined by a court of competent
jurisdiction, against costs and expenses actually and reasonably incurred by
them in connection with such action if they acted in good faith and in the
best interests of the Company.

   Director Compensation. Directors who are not employees of the Company
receive $12,500 per year for serving as a director of the Company. In
addition, the Company reimburses directors for their travel and other expenses
incurred in connection with attending meetings of the Board of Directors.

Compensation Committee Interlock and Insider Participation

   The Board of Directors does not maintain a Compensation Committee. During
fiscal 1997, however, Messrs. Caputo, Jaro, Jordan and Quinn participated in
deliberations of the Board of Directors concerning executive officer
compensation.

Item 11. Executive Compensation

Summary Compensation Table

   The following table sets forth a summary of certain information regarding
compensation paid or accrued by the Company during the last three fiscal years
to each of the Company's chief executive officer and four most highly
compensated executive officers whose total annual salary and bonus exceeded
$100,000 during such period (collectively, the "Named Executives").

                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                       Annual Compensation
                                ---------------------------------
   Name and Principal    Fiscal                    Other Annual    All Other
        Position          Year   Salary  Bonus(1) Compensation(2) Compensation
   ------------------    ------ -------- -------- --------------- ------------
<S>                      <C>    <C>      <C>      <C>             <C>
Lawrence E. Jaro........  2000  $400,000 $    --
 Managing Owner and       1999   264,000  436,000
 Chief Executive Officer  1998   259,000   75,000

Augustus F. Hothorn.....  2000  $240,000 $ 11,000                   $(91,000)(3)
 Chief Operating
  Officer,                1999   210,000  109,000                   $201,000 (3)
 President and Director   1998   207,000    8,000                   $171,000 (3)

Joel D. Aaseby..........  2000  $179,000 $  8,000
 Chief Financial
  Officer, Corporate      1999   168,000  127,000
 Secretary and Director   1998   165,000    8,000

Stewart G. Baily........  2000  $202,000 $ 20,000
 Vice President--         1999   169,000  138,000
 Chicago Operations       1998   139,000   18,000

James C. Hoar(4)........  2000  $191,000 $  8,000
 Vice President--         1999   184,000   48,000
 General Counsel          1998    86,000      --
</TABLE>

                                      37
<PAGE>

--------
(1) The Company provides bonus compensation based on an individual's
    achievement of certain specified objectives, including achieving the
    Company's stated EBITDA target. Employees are eligible to receive from 10%
    to 60% of their annual compensation as a bonus or an amount set forth by
    the Company's Board of Directors.
(2) No executive named in the table above received any Other Annual
    Compensation in an amount in excess of either $50,000 or 10% of salary and
    bonus reported for him in the two preceding columns.
(3) Represents amount of deferred compensation payable to Mr. Hothorn for long
    term incentives pursuant to his employment agreement.
(4) 1998 represents a partial year of employment.

Retirement and 401(k) Plans

   The Company offers all of its employees the option to participate in a
401(k) plan, upon fulfillment of certain requirements. The Company has the
option, but not the obligation, to match contributions made by its employees
under the 401(k) plan. In addition, the Company provides disability insurance
to certain key executives. The insurance covers all salary payments to the
executives during the entire period of disability.

Employment Agreements

   Effective September 1, 1994, the Company entered into an employment
agreement with Lawrence E. Jaro (the "Jaro Employment Agreement"). Pursuant to
the terms of the Jaro Employment Agreement, Mr. Jaro agreed to serve as Chief
Executive Officer and Co-Managing Owner of the Company for a five-year period
ending on August 31, 1999 with automatic one-year renewals thereafter,
provided that neither Mr. Jaro nor the Company has provided the other with a
notice of termination 120 days prior to the expiration date of the Jaro
Employment Agreement. Mr. Jaro also agreed not to compete against the Company
throughout the term of his employment and for one year thereafter, and not to
disclose any confidential information during and after the term of his
employment. In exchange for his services and covenants, the Company agreed to
compensate Mr. Jaro with a base salary of $215,000 per annum (subject to an
annual cost of living adjustment), an automobile allowance of $800 per month
and reimbursement of up to $6,000 per annum for automobile-related costs. In
the event Mr. Jaro no longer provides services to the Company due to: (i) his
death or physical or mental disability or (ii) his dismissal without Cause (as
defined in the Jaro Employment Agreement) or as a result of a material
reduction in his authority, then Mr. Jaro is entitled to receive his base
compensation from the date of his termination through the first anniversary of
such termination or through the remaining term of his employment agreement,
respectively.

   Effective September 1, 1994, the Company entered into an employment
agreement with Joel D. Aaseby (the "Aaseby Employment Agreement"). Pursuant to
the terms of the Aaseby Employment Agreement, Mr. Aaseby agreed to serve as
Vice President--Finance of the Company for a five-year period ending on August
31, 1999 with automatic one-year renewals thereafter, provided that neither
Mr. Aaseby nor the Company has provided the other with notice of termination
120 days prior to the expiration of the Aaseby Employment Agreement. Mr.
Aaseby also agreed not to compete with the Company throughout the term of his
employment and for one year thereafter, and not to disclose any confidential
information during and after the term of his employment. In exchange for his
services and covenants, the Company agreed to compensate Mr. Aaseby with a
base salary of $110,000 per annum (subject to an annual cost of living
adjustment), an automobile allowance of $500 per month and reimbursement of up
to $6,000 per annum for automobile-related costs. In the event Mr. Aaseby no
longer provides services to the Company due to: (i) his death or physical or
mental disability or (ii) his dismissal without Cause (as defined in the
Aaseby Employment Agreement) or as a result of a material reduction in his
authority, then Mr. Aaseby is entitled to receive his base compensation from
the date of his termination through the first anniversary of such termination
or through the remaining term of his employment agreement, respectively.


                                      38
<PAGE>

   Effective May 19, 1997, the Company entered into an employment agreement
with Augustus F. Hothorn (the "Hothorn Employment Agreement"). Pursuant to the
terms of the Hothorn Employment Agreement, Mr. Hothorn agreed to serve as
Executive Vice President--Development of the Company for a three-year period
ending on May 18, 2000 with automatic one-year renewals thereafter, provided
that neither Mr. Hothorn nor the Company has provided the other with notice of
termination 120 days prior to the expiration of the Hothorn Employment
Agreement. Mr. Hothorn also agreed not to compete against the Company
throughout the term of his employment and for one year thereafter, and not to
disclose any confidential information during and after the term of his
employment. In exchange for his services and covenants, the Company agreed to
compensate Mr. Hothorn with a base salary of $200,000 per annum (subject to an
annual cost of living adjustment), an automobile allowance of $800 per month
and reimbursement of up to $6,000 per annum for automobile-related costs. In
the event Mr. Hothorn no longer provides services to the Company due to: (i)
his death or physical or mental disability or (ii) his dismissal without Cause
(as defined in the Hothorn Employment Agreement) or as a result of a material
reduction in his authority, then Mr. Hothorn is entitled to receive his base
compensation from the date of his termination through the first anniversary of
such termination or through the remaining term of his employment agreement,
respectively.

Item 12. Security Ownership of Certain Beneficial Owners and Management

   The table below sets forth as of December 25, 2000, certain information
regarding beneficial ownership of Common Stock held by: (i) each director and
each of the Named Executives who own shares of the Company's equity
securities, (ii) all directors and executive officers of the Company as a
group, and (iii) each person known by the Company to own beneficially more
than 5% of the Company's Common Stock. Each individual or entity named has
sole investment and voting power with respect to shares of Common Stock
indicated as beneficially owned by them, except where otherwise noted.

<TABLE>
<CAPTION>
                                                                    Shares
                                                                 Beneficially
                                                                   Owned(1)
                                                              ------------------
                                                              Number  Percentage
                                                              ------- ----------
      <S>                                                     <C>     <C>
      Executive Officers and Directors:
        Lawrence E. Jaro(2).................................. 196,051    21.9%

        Joel D. Aaseby.......................................   9,703     1.1

        Thomas H. Quinn(3)...................................  29,096     3.3

        John W. Jordan, II(4)................................  38,285     4.3

        A. Richard Caputo, Jr.(5)............................  12,609     1.4

        David W. Zalaznick(6)................................  38,285     4.3

        All executive officers and directors as a group
         (6 persons)(7)...................................... 324,029    35.9

      Other Principal Stockholders:

        William C. Osborn(8).................................  81,105     9.1%

        Gary W. Hubert.......................................  29,101     3.3

        Scott E. Vasatka.....................................   4,851     0.5

        JZ Equity Partners PLC ("JZEP")(9)................... 246,302    27.6

        Leucadia Investors, Inc.(10).........................  61,575     6.9

        BankBoston Investments Inc. ("BankBoston")(11).......  96,998     9.8
</TABLE>
--------

 (1) Calculated pursuant to Rule 13d-3(d) under the Exchange Act. Under Rule
     13d-3(d), shares not outstanding which are subject to options, warrants,
     rights or conversion privileges exercisable within 60 days are deemed
     outstanding for the purpose of calculating the number and percentage
     owned by such

                                      39
<PAGE>

    person, but not deemed outstanding for the purpose of calculating the
    percentage owned by each other person listed. As of December 29, 1997, the
    Company had 902,992 shares of Common Stock issued and outstanding.
 (2) Includes 166,950 shares of Common Stock beneficially owned by various
     affiliates of Mr. Jaro. Mr. Jaro and his affiliates also own 915 shares of
     Class A2 Preferred Stock and 305 shares of Class B Preferred Stock. Mr.
     Jaro's address is c/o the Company, 2215 Enterprise Drive, Suite 1502,
     Westchester, Illinois 60154.
 (3) Mr. Quinn is President and Chief Operating Officer of Jordan Industries,
     Inc., a company affiliated with The Jordan Company, an entity with which
     Messrs. Caputo, Jordan and Zalaznick are also affiliated.
 (4) Includes 38,285 shares of Common Stock held by John W. Jordan II Revocable
     Trust, of which Mr. Jordan is trustee. Mr. Jordan also owns 96.25 shares
     of Class B Preferred Stock. Mr. Jordan's address is c/o The Jordan
     Company, 9 West 57th Street, New York, New York 10019.
 (5) Mr. Caputo is a partner of The Jordan Company, an entity with which
     Messrs. Jordan and Zalaznick are also affiliated.
 (6) Mr. Zalaznick also owns 96.25 shares of Class B Preferred Stock. Mr.
     Zalaznick's address is c/o The Jordan Company, 9 West 57th Street, New
     York, New York 10019.
 (7) Includes all shares owned directly or beneficially by directors and
     executive officers, including shares beneficially owned by affiliates of
     Mr. Jaro.
 (8) Includes 52,004 shares of Common Stock beneficially owned by various
     affiliates of Mr. Osborn. Mr. Osborn and his affiliates also own 285
     shares of Class A2 Preferred Stock and 95 shares of Class B Preferred
     Stock. Mr. Osborn's address is 396 Neptune Avenue, Encinitas, California
     92024.
 (9) JZEP, formerly MCIT PLC, also owns 3,000 shares of Class A1 Preferred
     Stock and 500 shares of Class B Preferred Stock. The principal address of
     JZEP is JZ Equity Partners PLC, c/o Jordan/Zalaznick Advisors, Inc., 767
     Fifth Avenue, 48th Floor, New York, New York 10153.
(10) Leucadia also owns 125 shares of Class B Preferred Stock. The principal
     address of Leucadia is 315 Park Avenue South, New York, New York 10010.
     See "Description of Capital Stock--Preferred Stock."
(11) Represents immediately exercisable warrants to purchase 96,998 shares of
     Non-Voting Common Stock. BankBoston also owns 1,425 shares of Class A1
     Preferred Stock and 475 shares of Class B Preferred Stock. The principal
     address of BankBoston is 100 Federal Street, Boston, Massachusetts 02110.

Item 13. Certain Relationships and Related Transactions

   The Jordan Company. On September 1, 1994, the Company entered into the TJC
Consulting Agreement with an affiliate of The Jordan Company. The TJC
Consulting Agreement was subsequently amended on February 7, 1996. Under the
TJC Consulting Agreement, the Company retained an affiliate of The Jordan
Company to render consulting services to it regarding the Company and its
subsidiaries, their financial and business affairs and their relationships with
their lenders and stockholders, and the operation and expansion of their
business. The TJC Consulting Agreement expires on September 1, 2004, but is
automatically renewed for successive one-year terms, unless either party
provides written notice of termination 60 days prior to the scheduled renewal
date. The TJC Consulting Agreement provides for an annual consulting fee
payable on a quarterly basis not to exceed $600,000 (as determined in the TJC
Consulting Agreement). In addition, the TJC Consulting Agreement provides for
payment to the affiliate of The Jordan Company of: (i) an investment banking
and sponsorship fee of up to 2% of the purchase price of certain acquisitions
or sales involving the Company or any of its subsidiaries and (ii) a financial
consulting fee of up to 1.0% of any debt, equity or other financing arranged by
the Company with the assistance of TJC. During fiscal 2000, 1999 and 1998, the
Company paid consulting fees to the affiliate of The Jordan Company of
approximately $600,000 pursuant to the terms of the TJC Consulting Agreement.
In connection with the 1999 acquisitions by the Company of an aggregate of 56
Burger King restaurant franchises, the Company paid to the affiliate of The
Jordan Company an investment banking fee of $671,250. In connection with the
1998 Acquisition Credit Agreement, the Company incurred a $578,500 refinancing
fee for The Jordan Company. The Company believes that the terms of the TJC
Consulting

                                       40
<PAGE>

Agreement are comparable to the terms that it would obtain from disinterested
third parties for comparable services. Messrs. Jordan, Zalaznick and Caputo
are partners of The Jordan Company.

   Burger King Corporation. In connection with the Offerings, the Company has
committed to BKC that, without BKC's prior written consent, (i) it will not
pay cash dividends on the Senior Preferred Stock on or prior to December 1,
2001 and (ii) it will not pay cash dividends to holders of Common Stock until
the Senior Notes are repaid in full and the Senior Preferred Stock is redeemed
or otherwise retired.

   Members of the Board of Directors. Pursuant to the provisions of BKC's
franchise agreements, Messrs. Jaro, Osborn and Hubert, as managing owners and
owners, have guaranteed the obligations of the Company and its subsidiaries
under certain franchise agreement and certain lease agreement in which BKC is
the lessor.

   The Company has adopted a policy to provide that future transactions
between the Company and its officers, directors and other affiliates must: (i)
be approved by a majority of the members of the Board of Directors and by a
majority of the disinterested members of the Board of Directors and (ii) be on
terms no less favorable to the Company than could be obtained from
unaffiliated third parties.

                                      41
<PAGE>

                                    PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

                    FINANCIAL STATEMENTS INCLUDED IN ITEM 8

   See "Index to Financial Statements of AmeriKing, Inc. and Subsidiary" set
forth in Item 8, "Financial Statements and Supplementary Data."

               SCHEDULES OMITTED AS NOT REQUIRED OR INAPPLICABLE

Schedule I--Condensed financial information of registrant

Schedule II--Valuation and qualifying accounts

Schedule III--Real estate and accumulated depreciation

Schedule IV--Mortgage loans on real estate

Schedule V--Supplemental Information Concerning Property--Casualty Insurance
Operations

                                   EXHIBITS

   A list of exhibits included as part of this Form 10-K 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. Aaseby Employment Agreement

  4. Hothorn Employment Agreement

                              REPORTS ON FORM 8-K

                                      42
<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange 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, on March 26, 2001.

                                          AmeriKing, Inc.

                                                             *
                                          By: _________________________________
                                                     Lawrence E. Jaro
                                               Managing Owner, Chairman and
                                                  Chief Executive Officer

   Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this amended registration statement has been signed by the following
persons in the capacities indicated on the 26th day of March, 2001.

<TABLE>
<CAPTION>
                 Signature                                     Title
                 ---------                                     -----


<S>                                         <C>
                    *                       Managing Owner, Chairman and Chief
___________________________________________  Executive Officer (Principal Executive
             Lawrence E. Jaro                Officer)

                    *                       Director, President and Chief Operating
___________________________________________  Officer
           Augustus F. Hothorn

                    *                       Director, Chief Financial Officer and
___________________________________________  Corporate Secretary (Principal Financial
              Joel D. Aaseby                 and Accounting Officer)

                    *                       Director and Vice President
___________________________________________
          A. Richard Caputo, Jr.

                    *                       Director
___________________________________________
              Thomas H. Quinn

                    *                       Director
___________________________________________
            John W. Jordan II

                    *                       Director
___________________________________________
            David W. Zalaznick

</TABLE>

     /s/ A. Richard Caputo, Jr.
By: _______________________________
         As Attorney-in-Fact

   No copies of any annual report or proxy with respect to any meeting of
security-holders have been sent to the Company's security-holders.

                                      43
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
  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 reference)         *
  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 reference)         *
  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
           Registration 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
           exhibit 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
           exhibit 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
           COLORADO 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)                                                    *
</TABLE>

                                       44
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
  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 reference)              *
  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 reference)         *
  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 reference)              *
  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,
           BETWEEN THIRTY- FORTY, INC. AND AMERIKING CINCINNATI
           CORPORATION I (Filed as exhibit 2.16 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)                             *
  2.17++   ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996,
           BETWEEN HOUSTON, INC. AND AMERIKING CINCINNATI
           CORPORATION I (Filed as exhibit 2.17 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)                             *
  2.18++   ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996,
           BETWEEN FIFTH & RACE, INC. AND AMERIKING CINCINNATI
           CORPORATION I (Filed as exhibit 2.18 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference                              *
  2.19     ASSET PURCHASE AGREEMENT among F&P ENTERPRISES, INC.,
           THE SHAREHOLDERS OF F&P ENTERPRISES, INC. and
           NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as
           exhibit 2.19 to AmeriKing's Form 10-Q for the quarter
           ended March 31, 1997 and incorporated herein by
           reference                                                     *
  2.20     AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT among
           F&P ENTERPRISES, INC., THE SHAREHOLDERS OF F&P
           ENTERPRISES, INC. and NATIONAL RESTAURANT
           ENTERPRISES, INC. (Filed as exhibit 2.20 to
           AmeriKing's Form 10-Q for the quarter ended March 31,
           1997 and incorporated herein by reference                     *
  2.21     ASSET PURCHASE AGREEMENT among NORTH FOODS, INC., THE
           SHAREHOLDERS OF NORTH FOODS, INC. and NATIONAL
           RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.21
           to AmeriKing's Form 10-Q for the quarter ended March
           31, 1997 and incorporated herein by reference                 *
  2.22     ASSET PURCHASE AGREEMENT among NORTH FOODS, INC., THE
           SHAREHOLDERS OF NORTH FOODS, INC. and NATIONAL
           RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.22
           to AmeriKing's Form 10-Q for the quarter ended March
           31, 1997 and incorporated herein by reference                 *
</TABLE>

                                       45
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
  2.23     AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT dated
           June 16, 1997 among F&P ENTERPRISES, INC., THE
           SHAREHOLDERS OF F&P ENTERPRISES, INC. AND NATIONAL
           RESTAURANT 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)           *
  2.24     AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT dated
           June 16, 1997 among F&P ENTERPRISES, INC., THE
           SHAREHOLDERS OF F&P ENTERPRISES, INC. AND NATIONAL
           RESTAURANT 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
           SHAREHOLDERS OF NORTH FOODS, INC. AND NATIONAL
           RESTAURANT ENTERPRISES, 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
           SHAREHOLDERS OF NORTH FOODS, INC. AND NATIONAL
           RESTAURANT ENTERPRISES, 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
           PRENTICE (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"),
           CASTLE PROPERTIES, LLC AND NATIONAL RESTAURANT
           ENTERPRISES, 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
           EXCHANGE CORPORATION, AND NATIONAL RESTAURANT
           ENTERPRISES, 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
           PARTNERS"), 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
           reference)                                                    *
  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)                                                    *
</TABLE>

                                       46
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
 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
           exhibit 2.33 to AmeriKing's Current Report on Form 8-
           K filed on July 14, 1997 and incorporated herein by
           reference)                                                    *
 2.34      STOCK PURCHASE AGREEMENT DATED JULY 22, 1997 among
           THE SHAREHOLDERS OF B&J RESTAURANTS, INC., and
           NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as
           exhibit 2.34 to AmeriKing's Form 10-Q for the quarter
           ended June 30, 1997)                                          *
 3.1       AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
           AMERIKING (Filed as exhibit 3.1 to AmeriKing's
           Registration 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
           AGREEMENT, 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 Registration Statement (No. 333-04261)
           and incorporated herein by reference)                         *
 4.3       CONSENT AND AMENDMENT NO. 2 TO STOCKHOLDERS
           AGREEMENT, 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 Registration 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
           ASSOCIATES, INC., JARO ENTERPRISES, INC., JARO
           RESTAURANTS, INC., JB RESTAURANTS, INC., CASTLEKING,
           INC., WHITE-OSBORN RESTAURANTS, INC., OSBURGER, INC.,
           LAWRENCE 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,
           BETWEEN 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,
           BETWEEN AMERIKING AND DONALD STAHURSKI (Filed as
           exhibit 4.7 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by reference)         *
</TABLE>

                                       47
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
 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)                                                    *
 4.9       COMMON STOCK PURCHASE WARRANT, DATED SEPTEMBER 1,
           1994, BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS
           INC. (Filed as exhibit 4.9 to AmeriKing's
           Registration 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 JZ EQUITY PARTNERS PLC (f/n/a 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
           GUARANTY, DATED FEBRUARY 7, 1996, FROM ENTERPRISES TO
           JZ EQUITY PARTNERS PLC (f/n/a MCIT PLC) (Filed as
           exhibit 4.13 to AmeriKing's Registration 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
           AGGREGATE PRINCIPAL AMOUNT OF $1,224,000 (Filed as
           exhibit 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
           AGGREGATE PRINCIPAL AMOUNT OF $112,000 (Filed as
           exhibit 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
           AGGREGATE 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 reference)         *
 4.19      SECURITIES PURCHASE AGREEMENT, DATED NOVEMBER 30,
           1994, BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS,
           INC. (Filed as exhibit 4.19 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)                             *
</TABLE>

                                       48
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
 4.20      COMMON STOCK PURCHASE WARRANT, DATED NOVEMBER 30,
           1994, BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS,
           INC. (Filed as exhibit 4.20 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)                             *
 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
           exhibit 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 reference)         *
 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
           ACCEPTANCE 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
           FRANCHISE ACCEPTANCE CORPORATION LIMITED (Filed as
           exhibit 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 reference)         *
 4.30      SUBORDINATED GUARANTY, DATED FEBRUARY 7, 1996, FROM
           AMERIKING VIRGINIA CORPORATION I AND AMERIKING
           CINCINNATI 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)                                                    *
</TABLE>

                                       49
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
 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
           INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE
           FIRST NATIONAL BANK OF BOSTON, AS AGENT (Filed as
           exhibit 4.31 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by reference)         *
 4.32      SECOND AMENDED AND RESTATED TERM LOAN A NOTE, DATED
           FEBRUARY 7, 1996, FROM ENTERPRISES 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 4.32 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
           NATIONAL BANK OF BOSTON, THE OTHER LENDING
           INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE
           FIRST NATIONAL BANK OF BOSTON, AS (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
           THERETO, 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
           VIRGINIA CORPORATION I AND AMERIKING CINCINNATI
           CORPORATION 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
           ACQUISITION 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
           WARRANT 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
           incorporated 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)                                                         *
</TABLE>

                                       50
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
  4.43     PROMISSORY NOTE, DATED JULY 18, 1996, FROM AMERIKING
           TENNESSEE CORPORATION I TO FRANCHISE ACCEPTANCE
           CORPORATION LIMITED IN THE AGGREGATE PRINCIPAL AMOUNT
           OF $6,100,000 (Filed as exhibit 4.43 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)                             *
  4.44     CERTIFICATE OF DESIGNATION RELATING TO THE SENIOR
           PREFERRED STOCK (Filed as exhibit 4.44 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)                             *
  4.45     PROMISSORY NOTE, DATED JULY 18, 1996, FROM AMERIKING
           TENNESSEE CORPORATION I TO FRANCHISE ACCEPTANCE
           CORPORATION LIMITED IN THE AGGREGATE PRINCIPAL AMOUNT
           OF $900,000 (Filed as exhibit 4.45 to AmeriKing's
           Registration 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
           BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON
           SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
           BOSTON, AS AGENT (Filed as exhibit 10.2 to
           AmeriKing's Registration 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)                         *
</TABLE>

                                       51
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
 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
           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 10.5 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by reference)         *
 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
           Registration 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
           FEBRUARY 7, 1996, BETWEEN AMERIKING AND JZ EQUITY
           PARTNERS PLC (f/n/a MCIT PLC) (Filed as exhibit 10.8
           to AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)                         *
 10.9      PLEDGE AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN
           AMERIKING AND JZ EQUITY PARTNERS PLC (f/n/a 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, JZ EQUITY PARTNERS PLC (f/n/a MCIT
           PLC) AND AMERIKING (Filed as exhibit 10.10 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)                         *
 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
           exhibit 10.12 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by reference)         *
 10.13     STOCK PLEDGE AGREEMENT, DATED NOVEMBER 21, 1995,
           BETWEEN ENTERPRISES AND BKC (Filed as exhibit 10.13
           to AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)                         *
</TABLE>

                                       52
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
 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,
           BETWEEN 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 10.15 to
           AmeriKing's Registration 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
           incorporated 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.                                                    *
 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
           incorporated 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
           CORPORATION (Filed as exhibit 10.19 to AmeriKing's
           Registration 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
           CORPORATION I AND FFCA ACQUISITION CORPORATION (Filed
           as exhibit 10.20 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)                                                    *
 10.21     FORM OF FRANCHISE AGREEMENT BETWEEN BKC AND
           FRANCHISEE (Filed as exhibit 10.21 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)                             *
 10.23     FORM OF LEASE AGREEMENT BETWEEN BKC AND LESSEE (Filed
           as exhibit 10.23 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)                                                    *
 10.24     SCHEDULE OF AMERIKING LEASE AGREEMENTS (Filed as
           exhibit 10.24 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by reference)         *
 10.25     FORM OF GUARANTEE, INDEMNIFICATION AND
           ACKNOWLEDGEMENT 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)                         *
</TABLE>

                                       53
<PAGE>

<TABLE>
<CAPTION>
                                                                  Sequentially
  Exhibit                                                           Numbered
  Number                        Description                           Page
  -------                       -----------                       ------------
 <C>       <S>                                                    <C>
 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
           ENTERPRISES AND BKC (Filed as exhibit 10.29 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)                        *
 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
           SEPTEMBER 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
           SEPTEMBER 1, 1994, BETWEEN WILLIAM OSBORN AND
           ENTERPRISES (Filed as exhibit 10.36 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)                            *
 10.37     EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
           SEPTEMBER 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
           SEPTEMBER 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
           SEPTEMBER 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)                            *
</TABLE>

                                       54
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
 10.40     EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED MAY
           1, 1997, BETWEEN AUGUSTUS F. HOTHORN AND NATIONAL
           RESTAURANT ENTERPRISES, INC.                                  *
 10.41     FORM OF INDEMNIFICATION AGREEMENT BY AND AMONG
           AMERIKING AND EACH OF THE SIGNATORIES TO THIS
           REGISTRATION STATEMENT (Filed as exhibit 10.41 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)                         *
 10.42     INTENTIONALLY OMITTED
 10.43     INTENTIONALLY OMITTED
 10.44     LEASE AGREEMENT FOR WESTCHESTER, ILLINOIS
           HEADQUARTERS (Filed as exhibit 10.44 to AmeriKing's
           Registration 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
           FRANCHISE ACCEPTANCE CORPORATION LIMITED (Filed as
           exhibit 10.45 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by reference)         *
 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
           STOCKHOLDERS 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)                             *
</TABLE>

                                       55
<PAGE>

<TABLE>
<CAPTION>
                                                                   Sequentially
  Exhibit                                                            Numbered
  Number                        Description                            Page
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
 10.53     FORM OF OPERATING AGREEMENT BY AND AMONG BKC,
           AMERIKING ENTERPRISES, 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.                                                          *
 10.55     FOURTH AMENDED AND RESTATED REVOLVING CREDIT
           AGREEMENT dated as of December 24, 1998 among
           NATIONAL RESTAURANT ENTERPRISES, INC., AMERIKING INC.
           and BANKBOSTON, N.A.                                          *
 10.56     WAIVER TO ACQUISITION CREDIT AGREEMENT                        *
 10.57     WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT
           AGREEMENT                                                     *
 10.58     ACQUISITION CREDIT AGREEMENT dated as of December 24,
           1998 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 incorporated herein by reference)                         *
 24        POWER OF ATTORNEY                                             *
 25        T-1 FOR EXCHANGE DEBENTURE INDENTURE                          *
 26        T-1 FOR SENIOR NOTE INDENTURE                                 *
</TABLE>
--------
*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.

                                      56