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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 31, 2001

                                      OR

   [_]
           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ___________ to ____________________
                    Commission file number 333-04261

                               -----------------

                                AmeriKing, Inc.

            (Exact name of registrant as specified in its charter)

                                   Delaware
                                                      36-3970707
                         (State or other jurisdiction
                                                   (I.R.S. employer
                       of incorporation or organization)
                                                  identification no.)

                       2215 Enterprise Drive, Suite 1502
                             Westchester, Illinois
                                                         60154
                   (Address of principal executive offices)
                                                      (Zip code)

        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 on
                  Title of each class     which registered
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          Securities registered pursuant to Section 12(g) of the Act:
    (Title of class)


    (Title of class)

   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, 2002 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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   AmeriKing, Inc. Registration Statement (Reg. No. 333-04261)       Part IV
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                               TABLE OF CONTENTS

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PART I
   Item 1.   Business.............................................................................   3
   Item 2.   Properties...........................................................................  11
   Item 3.   Legal Proceedings....................................................................  11
   Item 4.   Submission of Matters to a Vote of Security Holders..................................  11
PART II
   Item 5.   Market for the Registrant's Common Equity and Related Stockholder Matters............  12
   Item 6.   Selected Financial Data..............................................................  12
   Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations  14
   Item 7a.  Quantitative and Qualitative Disclosures About Market Risk...........................  21
   Item 8.   Financial Statements and Supplementary Data..........................................  22
   Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.  41
PART III
   Item 10.  Directors and Executive Officers of the Registrant...................................  41
   Item 11.  Executive Compensation...............................................................  44
   Item 12.  Security Ownership of Certain Beneficial Owners and Management.......................  46
   Item 13.  Certain Relationships and Related Transactions.......................................  47
PART IV
   Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.....................  48
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                                    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

   On June 29, 2001, the Company completed an exchange offer for approximately
99.5% of its outstanding AmeriKing Senior Notes and amended its Bank Credit
Agreement. Effective June 29, 2001, the Company and its subsidiaries (including
the newly created NRE Holdings, Inc.) were in compliance with all financial
covenants
of the amended credit facility and bond indentures. See further discussion at
Management Discussion and Analysis--Liquidity and Capital Resources.

   The Company fell out of compliance with its monthly measure of EBITDA based
on results for the four-week period ended October 22, 2001. The Company
remained out of compliance for the six-weeks ended December 31, 2001. As a
direct result, the Company's bank debt is subject to acceleration under the
credit agreement. In addition, the bank syndicate exercised their right to
block the semi-annual cash payment of interest on the NRE Holdings and
AmeriKing Senior Notes on November 15, 2001 and December 1, 2001, respectively.
The bond debt is now subject to acceleration. AmeriKing has had discussions
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. The Company
anticipates a resolution to the capital and debt restructuring by June 30,
2002. The Bank Credit Agreement matures June 30, 2002. As of December 31, 2001,
$115.5 million is outstanding with the Bank Credit Agreement.

   During fiscal year 2001, management held meetings with various lessors
representing approximately 70% of leased restaurants. These meetings were
intended to seek reduced base rent payments, percentage rent payments or other
methods of rent relief to better reflect the existing restaurant economics of
many of our restaurants. To date, we have no formal commitments for any
reductions in our lease commitments, but believe that we will be able to
achieve reduced rent payments in a select group of restaurants for at least two
years.

General

   AmeriKing is the largest independent Burger King franchisee in the United
States with 374 restaurants as of December 31, 2001, 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 66 new restaurants, sold 10 restaurants, and closed
14 restaurants.

   AmeriKing, Inc. and its wholly owned subsidiary, National Restaurant
Enterprises Holdings, Inc., which has four operating subsidiaries, were
organized as Delaware corporations and incorporated in August 1994 and June

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2001 respectively. 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 of $11.3
billion for its fiscal year ended June 30, 2001. There are 11,372 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, 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, friendly 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 strategy 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 conjunction with
movie/cartoon tie-ins, the Company often advertises and sells toys with its
Kids Meals. The Company seeks to attract small and big kids alike and their
parents with these toy offerings. There are two types of toys sold with the
Company's Kids Meals: regular toy premiums and self-liquidating premiums. Toys
offered in Kids Meals are priced no more than 15% above cost. Self-liquidating
premiums can be sold either separately or with the Kids Meal. The price of the
self-liquidating premium is usually much higher than the regular toy premium as
they usually cost more. Prices for the self-liquidating premiums sold
separately have ranged as high as $4.99. Both the regular and self-liquidating
toy premiums come with licensing restrictions that limit the amount of time in
which the Company is able to sell the toys. Self-liquidating premiums usually
must be sold in a much shorter window than regular toy premiums.

   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.

                                      4

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   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.

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 nine
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 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 field management on a remote basis using a laptop
computer. The information is

                                      5

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housed in the Company's Decision Support System (DSS). 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 minimize shrinkage, monitor point-of-sale
order taking and effectively manage inventory. Customized exception reporting
is used to focus operations on high priority issues and opportunities.

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, 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.

   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

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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 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 2001, the Company paid BKC an aggregate of $12.7 million in
royalty fees and $14.9 million in advertising contributions.

   BKC is the lessor on approximately 30.2% 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 the obligations of its
subsidiary franchisees under these leases. The Company's subsidiary franchisees
made rent payments to BKC aggregating $12.0 million during fiscal 2001. In
connection with the execution of the lease agreements, the Company guaranteed
the payment and performance obligations of each of its subsidiary franchisees.

   As required by BKC regulations, the Company's obligations under the
AmeriKing and NRE Holdings 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 2001, the Company spent approximately $3.8
million on supplemental local advertising and promotions, and plans to continue
its local advertising and promotional programs at comparable levels in the
future.

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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 competitive costs 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 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.

   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, product quality, 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 following preparation. 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.

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Business Strategy

   The Company's business strategy can be broken down into a short-term and
long-term element:

  Short Term Strategy

   AmeriKing has had discussions with its lending group, BKC and its investment
advisors on restructuring its long-term obligations and capital structure and
securing additional capital. In addition, the Company is in discussions with
BKC to potentially defer capital improvement obligations as the Company's
current available cash will not be sufficient to meet these obligations. The
Company anticipates a resolution to the capital and debt restructuring and its
ability to secure additional capital by June 2002. The Company is also seeking
a return to covenant compliance in accordance with the Bank Credit Agreement.

   During fiscal year 2001, management held meetings with various lessors
representing approximately 70% of leased restaurants. These meetings were
intended to seek reduced base rent payments, percentage rent payments or other
methods of rent relief to better reflect the existing economics of many of our
restaurants. To date, we have no formal commitments for any reductions in our
lease commitments, but believe that we will be able to achieve reduced rent
levels in a select group of restaurants.

   For fiscal 2002 and going forward, as the franchise agreements on our
restaurants expire, we are reviewing the impact the individual restaurant has
on our overall portfolio. In 2001, we closed 6 of our restaurants. We are
constantly reviewing our store portfolio and identifying our underperforming
restaurants. We then evaluate the sales increases and cost control improvements
needed to generate a satisfactory return on these stores--and whether or not
those sales increases/cost reductions are achievable.

  Long-Term Strategy

   In the event that AmeriKing is successful at returning to compliance under
its Bank Credit Agreement, securing additional capital and restructuring its
debt and capital structure, AmeriKing intends to improve operations on its
existing restaurants in the long-term by:

   Capital Improvements. Upon servicing necessary capital for store
improvements, the Company is committed to investing in store improvements
associated with successoring select stores and bringing our portfolio of stores
up to image and kitchen standards as directed by Burger King Corporation.

   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.

   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 Management Information System. The Company's customized integrated
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 minimize shrinkage, schedule labor and effectively manage
inventory. Customized exception reporting is used to focus operations on high
priority issues and opportunities.

                                      9

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   Consistently Provide High Quality Products and Superior Customer Service.
The Company plans to (i) ensure overall customer satisfaction in each 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 and Wendy's 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, 2001, the McDonald's system
was comprised of more than 30,000 restaurants world wide, which generated total
system-wide sales in excess of $40.0 billion. The Company believes that product
quality and taste, superior customer service, 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.

                                      10

<PAGE>

Employees

   As of December 31, 2001, the Company employed 1,295 full-time salaried
employees and approximately 9,596 full-time and part-time hourly employees. Of
the Company's full-time salaried employees, 85 are involved in overseeing
restaurant operations, 1,210 are involved in the management of individual
restaurants, and the remainder is 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 30.2% 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 initially intended for
future expansion, however, 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 31, 2001.

                                      11

<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 1997, 1998,
1999, 2000 and 2001 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
                                                      1997(1)   1998(1)   1999(1)   2000(1)   2001(2)
                                                      --------  --------  --------  --------  --------
                                                      (Dollars in thousands, except per share amounts)
<S>                                                   <C>       <C>       <C>       <C>       <C>
Statement of Operations Data:
Restaurant sales..................................... $234,546  $307,488  $395,901  $397,651  $379,056
Restaurant operating expenses:
   Cost of sales.....................................   76,119    95,920   125,412   125,194   117,564
   Restaurant labor and related costs................   61,336    79,299   104,336   107,278   111,798
   Depreciation and amortization.....................    8,760    11,568    15,818    16,983    16,183
   Write-down of long-lived assets...................              1,177       980     9,438    22,884
   Occupancy and other restaurant operating
     expense.........................................   64,893    82,852   107,318   117,842   114,349
   Restructuring expense.............................       --        --        --     4,323      (102)
                                                      --------  --------  --------  --------  --------
       Total restaurant operating expenses...........  211,108   270,816   353,864   381,058   382,676
General and administrative expenses..................    9,497    13,886    16,836    18,544    17,982
Other operating expenses (3).........................    2,292     1,886     2,026     2,153     2,464
                                                      --------  --------  --------  --------  --------
Operating income (loss)..............................   11,649    20,900    23,175    (4,104)  (24,066)
Other expense:
   Interest expense, net.............................  (13,320)  (16,024)  (20,165)  (21,064)  (25,700)
   Other expense, net................................     (728)   (1,119)     (858)   (1,021)     (806)
                                                      --------  --------  --------  --------  --------
       Total other expense...........................  (14,048)  (17,143)  (21,023)  (22,085)  (26,506)
                                                      --------  --------  --------  --------  --------
Income (loss) before extraordinary item and provision
  (benefit) for income taxes.........................   (2,399)    3,757     2,152   (26,189)  (50,572)
Provision (benefit) for income taxes.................     (365)    1,944     1,335    (7,237)      559
                                                      --------  --------  --------  --------  --------
Income (loss) before extraordinary item..............   (2,034)    1,813       817   (18,952)  (51,131)
Extraordinary item--loss from early extinguishment
  of debt, net of tax................................       --        --        --        --    (2,914)
                                                      --------  --------  --------  --------  --------
Net income (loss).................................... $ (2,034) $  1,813  $    817  $(18,952) $(54,045)
                                                      ========  ========  ========  ========  ========
Preferred stock dividends (4)........................ $    450  $    558  $    585  $    621  $    659
Senior preferred stock dividends (4).................    4,112     4,678     5,325     6,026     7,011
Amortization of senior preferred stock issuance costs      129       110       119       119       119
                                                      --------  --------  --------  --------  --------
Loss available to common stockholders................ $ (6,725) $ (3,533) $ (5,212) $(25,718) $(61,834)
                                                      ========  ========  ========  ========  ========
   Weighted average number of common shares
     outstanding (in thousands)--basic...............      900       903       903       903       903
   Weighted average number of common shares
     outstanding (in thousands)--diluted.............      900       903       903       903       903
</TABLE>

                                      12

<PAGE>

<TABLE>
<CAPTION>
                                                                          The Company
                                                       -----------------------------------------------
                                                       Fiscal    Fiscal   Fiscal    Fiscal    Fiscal
                                                       1997(1)   1998(1)  1999(1)   2000(1)   2001(2)
                                                       -------   -------  -------   -------   --------
                                                       (Dollars in thousands, except per share amounts)
<S>                                                    <C>       <C>      <C>       <C>       <C>
Net loss per common share--before extraordinary loss--
  basic and diluted................................... $ (7.47)  $ (3.91) $ (5.77)  $(28.48)   $(65.25)
                                                       =======   =======  =======   =======   ========
Extraordinary loss.................................... $    --        --       --        --    $ (3.23)
                                                       =======   =======  =======   =======   ========
Net loss per common share............................. $ (7.47)  $ (3.91) $ (5.77)  $(28.48)   $(68.48)
                                                       =======   =======  =======   =======   ========
Other Data:
EBITDA (5)............................................ $23,232   $36,168  $42,736   $29,537    $17,430
                                                       =======   =======  =======   =======   ========
Capital expenditures:
   Existing restaurants............................... $ 3,913   $ 1,368  $ 5,044   $ 5,181    $ 4,546
   New restaurant development.........................   6,066     7,900    5,752     6,692        411
   Other..............................................   2,528       548    1,932     1,037         18
                                                       -------   -------  -------   -------   --------
       Total capital expenditures..................... $12,507   $ 9,816  $12,728   $12,910    $ 4,975
                                                       =======   =======  =======   =======   ========
Selected Operating Data:
Ratio of earnings to fixed charges (6)................               1.2x     1.1x
Ratio of earnings to fixed charges and preferred stock
  dividends (5).......................................               1.2x     1.1x
Restaurants open at end of period.....................     242       286      355       379        374
Comparable restaurant sales percentage................    (1.0)%     4.5%    (3.3)%    (5.8)%     (7.1)%
</TABLE>

<TABLE>
<CAPTION>
                                                   The Company
                                            ------------------------
                                            December 25, December 31,
                                                2000         2001
                                            ------------ ------------
                                             (Dollars in thousands)
          <S>                               <C>          <C>
          Balance Sheet Data:
          Cash and cash equivalents........   $ 21,174     $  4,436
          Total assets.....................    286,566      233,174
          Total debt and capitalized leases    226,298      233,606
          Senior Preferred Stock...........     50,444       57,451
          Total stockholders' deficit......    (38,540)     (99,715)
</TABLE>
--------
(1) Certain information in the consolidated financial statements for fiscal
    2000 and prior has been reclassified to conform with the current reporting
    format.
(2) 53 weeks in fiscal year
(3) Other operating expenses include depreciation expense of office equipment,
    gain/loss on disposal of equipment and management and directors' fees.
(4) As of December 31, 2001, 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 2001, the Company
    declared stock dividends of 280,299 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.
(5) EBITDA (as defined) represents operating income (loss) plus depreciation
    and amortization of goodwill and franchise agreements, write-down of
    long-lived assets, 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.

                                      13

<PAGE>

(6) 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 2001,
    2000, and 1999, earnings were insufficient to cover fixed charges and
    preferred stock dividends by approximately $53.5 million, $26.2 million,
    and $2.4 million, respectively.

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 (loss) plus depreciation and amortization
of goodwill and franchise agreements, write-down of long-lived assets,
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. For 2001 and 2002
comparable sales purposes, the week ending December 31, 2001 (53rd week) was
excluded from the calculation.

   The discussion below of the Company's operating performance for fiscal years
2001, 2000 and 1999 should be read in conjunction with Item 6--Selected
Financial Data contained herein.

Fiscal 2001 Compared to Fiscal 2000

   Restaurant Sales. Total sales decreased $18.6 million or 4.7% during fiscal
2001 to $379.1 million from $397.7 million during fiscal 2000. Sales at the
comparable restaurants, including only those restaurants owned by the Company
at December 31, 2001, decreased 7.1% 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. The decline in comparable sales was
partially offset by the additional sales generated from the purchase of 5
restaurants in March 2000 and the development of 21 restaurants during 2000.
This development was partially offset by the closing of 2 restaurants in 2000
and 6 in 2001.

   Restaurant Operating Expenses. Total restaurant operating expenses increased
$1.6 million, or .4% during fiscal 2001, to $382.7 million from $381.1 million
during fiscal 2000. As a percentage of sales, restaurant operating expenses
increased 5.2%, to 101.0% during fiscal 2001 from 95.8% during fiscal 2000. The
majority of this percentage increase is due to higher write-downs of long-lived
assets due to declining sales and the resulting decrease in cash flows.

                                      14

<PAGE>

   Cost of sales decreased $7.6 million during fiscal 2001, and decreased as a
percent of sales to 31.0% in fiscal 2001 compared to 31.5% in 2000. Cost of
food sales decreased $3.1 million during fiscal 2001, and increased 0.5% as a
percentage of sales to 28.6% during fiscal 2001 from 28.1% during fiscal 2000.
The decrease in cost of food sales dollars is the result of the variable nature
of food costs on lower sales volumes, partially offset by the additional stores
that were acquired and developed last year. The decline in gross margin
percentage is due to higher commodity costs, specifically beef and cheese,
partially offset by lower chicken costs and the implementation of a three tier
value meal menu option which allows the customer to select between three drink
and french fry sizes. Cost of non-food sales decreased $4.5 million during
fiscal 2001, and decreased 1.0% as a percentage of sales to 2.4% from 3.4%
during fiscal 2000. The decrease in the cost of non-food sales is the direct
result of the decrease in non-food sales.

   Restaurant labor and related costs increased $4.5 million during fiscal
2001, and increased 2.5% as a percentage of sales to 29.5% during fiscal 2001
from 27.0% during fiscal 2000. The increase in restaurant labor and related
dollar costs was primarily due to increases in management wages of $2.2
million, hourly wages of $2.0 million and group insurance and other benefit
costs of $1.3 million offset by a decrease in bonus of $1.0 million. The
increase in management wages was primarily due to merit increases as well as an
increase in the weighted average number of stores in 2001 versus 2000. Hourly
wages increased $2.0 million due to the increase in the weighted average number
of stores in 2001 versus 2000, merit increases and a conscious decision to
increase staff in an effort to improve customer service. Group insurance costs
(a primary component of benefits) increased due to the number of stores and a
rise in prescription drug costs. Bonus costs declined as 2001 performance did
not warrant the same level of payout in 2000 based on 2000 performance.

   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 2001, 2000 and 1999 was $149.7
million, $165.2 million and $166.2 million, respectively. These represent
operating margin percentages of 39.5%, 41.5% and 42.0% of total sales,
respectively. Operating margin decreased 2.0% as a percentage of sales in 2001
versus 2000 primarily due to the percentage increase in labor and related costs
(as explained above) without a compensating increase in customer traffic.

   Depreciation and amortization decreased $0.8 million during fiscal 2001, to
$16.2 million from $17.0 million during fiscal 2000. The decrease in
depreciation dollars is due to the continued write-downs of long-lived assets,
which reduces the ongoing carrying value of long-lived assets.

   Occupancy and other restaurant operating expenses including advertising and
royalties decreased $3.5 million during fiscal 2001 and increased 0.6% as a
percentage of sales to 30.2% during fiscal 2001 from 29.6% during fiscal 2000.
Occupancy expense increased $1.1 million during fiscal 2001 and increased 0.8%
as a percentage of sales to 11.3% in 2001 from 10.5% in 2000. The dollar
increase in occupancy expense is due to the inclusion of newly acquired and
developed restaurants in 2000. The percentage increase in occupancy expense is
due to the fixed portion of rents on lower sales volumes. Other restaurant
operating expenses, including advertising and royalties, decreased $4.6 million
during fiscal 2001 and decreased 0.3% as a percentage of sales to 18.9% during
fiscal 2001 from 19.2% during fiscal 2000. The decrease in other operating
expense dollars is primarily due to the variable nature of advertising and
royalties and tightened cost controls offset by increases in insurance costs
and utilities. In addition, the Company recorded pre-opening costs relative to
new restaurant developments in other expense which were $0.1 million and $0.7
million for the fiscal years 2001 and 2000, respectively.

   Write-down of long-lived assets. The provision for the impairment of
long-lived assets was $22.9 million in 2001, exceeding the 2000 impairment of
$9.4 million by $13.5 million. The increase in the write-down of long-lived
assets is attributable to an increase in the number of stores whose cash flows
are not sufficient to cover the remaining net book value of each affected
store's long-lived assets.

   Restructuring Expenses. In 2000, due to the unsuccessful recapitalization
efforts of the Company and the continued decline of the Burger King system, the
Company elected to write-off all future development site

                                      15

<PAGE>

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. No restructuring expenses were incurred in 2001.
A credit of $102,000 was taken in 2001 related to an overestimate of the
expenses related to the failed refinancing.

   General and Administrative Expenses. General and administrative expenses
decreased $0.6 million during fiscal 2001 and remained flat as a percent of
sales at 4.7% during fiscal 2001. The decrease in general and administrative
expenses is due to no management bonus payout relating to 2001 as financial
targets for the Company were not achieved. The remaining portion is due to
reduced discretionary spending and staff reductions.

   Other Operating Expenses. Other operating expenses increased $0.3 million
during fiscal 2001 to $2.5 million from $2.2 million in 2000. The increase is
due to higher losses this year on the disposal of fixed assets.

   Other Expense. Other expense increased $4.4 million during fiscal 2001 to
$26.5 million from $22.1 million in 2000. The majority of the increase in other
expenses is due to higher interest rates on the AmeriKing Senior Notes and the
Bank Credit Agreement.

   Extraordinary loss on early extinguishment of debt. On June 29, 2001, the
Company completed an exchange offer for its 10 3/4% Senior Notes due December
2006 (the "AmeriKing Senior Notes"). In conjunction with this transaction, the
Company recorded an extraordinary loss of $2.9 million. This extraordinary loss
represents the write-off of deferred financing costs related to the AmeriKing
Senior Notes. Due to the Company's valuation allowance for deferred tax assets,
there is no associated tax benefit relating to the loss.

   EBITDA. Earnings before interest, taxes, depreciation, and amortization
decreased $12.1 million or 41.0% to $17.4 million for fiscal 2001 from $29.5
million for fiscal 2000. As a percentage of restaurant sales, EBITDA decreased
2.8%, to 4.6% for fiscal 2001 from 7.4% for fiscal 2000.

Fiscal 2000 Compared to Fiscal 1999

   Restaurant Sales. Total sales increased $1.8 million or 0.4% 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
$27.2 million, or 7.7% during fiscal 2000, to $381.1 million from $353.9
million during fiscal 1999. As a percentage of sales, restaurant operating
expenses increased 6.4%, to 95.8% during fiscal 2000 from 89.4% 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 is due to the write off of promotional inventory that we
were unable to sell during fiscal 2000.

                                      16

<PAGE>

   Restaurant labor and related costs increased $2.9 million during fiscal
2000, and increased 0.6% as a percentage of sales to 27.0% during fiscal 2000
from 26.4% 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 $165.2
million, $166.2 million and $132.3 million, respectively. These represent
operating margin percentages of 41.5%, 42.0% and 43.0% of total sales,
respectively.

   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 $10.5 million during fiscal 2000 and increased 2.5% as a
percentage of sales to 29.6% during fiscal 2000 from 27.1% 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 $8.2 million during fiscal 2000 and
increased 2.0% as a percentage of sales to 19.1% during fiscal 2000 from 17.1%
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.

   Write-down of long-lived assets. The provision for the impairment of
long-lived assets was $9.4 million in 2000, greatly exceeding the 1999
impairment of $1.0 million by $8.4 million. The increase in the write-down of
long-lived assets is attributable to an increase in the number of stores whose
cash flows are not sufficient to cover the remaining net book value of each
affected store's long-lived assets.

   Restructuring Expenses. Due to the unsuccessful recapitalization efforts of
the Company and the continued decline of the Burger King system, 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 $.2 million
during fiscal 2000 to $2.2 million from $2.0 million in 1999. As a percentage
of sales, other operating expenses remained flat at 0.5% across years.

                                      17

<PAGE>

   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 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.

Liquidity and Capital Resources

   Net cash flows provided by operating activities decreased $23.9 million
during the fiscal year ended December 31, 2001, to a use of cash of $4.9
million, from a source of cash of $19.0 million during the fiscal year ended
December 25, 2000. The decrease in net cash flow is attributable to a larger
net loss in 2001 as compared to 2000 and the receipt of one-time vendor
incentives in fiscal 2000. The Company received two installments of vendor
incentives from its soft drink suppliers totaling approximately $20.0 million
in 2000. 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.

   Net cash flows used by investing activities for the fiscal year ended were
$5.0 million, a decline of $12.5 million over the prior year. These capital
expenditures were primarily for the replacement of equipment in the Company's
existing facilities, as there were no acquisitions in 2001 and only 1 new store
opening. In 2000, cash used by investing activities was for the development of
20 new restaurants and significant investments in new technologies to improve
store reporting and Company communication capabilities.

   During the fiscal year ended December 31, 2001, the Company used $6.8
million for financing activities. In conjunction with the Exchange Offer, the
Company made a $3.3 million principal payment on its Bank Credit Agreement and
incurred financing costs of $2.5 million related to the offering. In addition,
the Company made principal payments totaling approximately $1.0 million related
to the 1995, 1996 and 1998 FAC Notes.

   There are no plans for new restaurant development in fiscal year 2002.
AmeriKing has contractual obligations for restaurants subject to franchise
renewal and other commitments for exterior image changes. The capital
expenditures for these restaurants is estimated to be $10.4 million. These
commitments represent obligations related to renewed franchise agreements in
fiscal 2001 and anticipated renewal of franchise agreements in fiscal 2002.
AmeriKing is also obligated to make restaurant improvements related to the
receipt of vendor incentives in fiscal 2000. Ameriking anticipates the
remaining vendor incentive obligations to be approximately $10.0 million.
Changes to restaurant grounds and drive-thrus must be completed by December 31,
2002, with the deadline for signage changes being June 30, 2003. On June 20,
2001, the Company was notified of another design change which includes new
kitchen design elements. The new kitchen equipment must be installed by June
30, 2002 at an estimated cost of $4.0 million. The actual amount of the
Company's cash requirements for capital expenditures presently depends on,
among other things, the costs associated with ongoing equipment replacement and
remodeling of existing restaurants and the number of franchised restaurants
subject to renewal, including the costs associated with bringing the related
restaurants up to BKC's then current design specifications in connection with
these franchise renewals.

   On June 29, 2001, AmeriKing, Inc. (the "Company") completed an exchange
offer of its 10 3/4% Senior Notes due December 2006 (the "AmeriKing Senior
Notes"). Of the $100 million in AmeriKing Senior Notes approximately 99.5% were
exchanged for bonds issued by National Restaurant Enterprises Holdings, Inc.
("NRE Holdings"), a new subsidiary of the Company. NRE Holdings is the sole
stockholder of National Restaurant Enterprises, Inc., the subsidiary through
which the Company conducts its operations.

   For each $2,000 principal amount of AmeriKing Senior Notes (or portion
thereof) tendered, NRE Holdings exchanged $1,000 principal amount of its
10 3/4% Senior Notes ("NRE Senior Notes") due November 15, 2007

                                      18

<PAGE>

and a unit consisting of $1,000 of its 13% Senior PIK Notes ("NRE Senior PIK
Notes") due May 15, 2008 and a warrant to purchase a pro rata portion of 19.99%
of NRE Holdings' common stock. In lieu of the payment of cash interest on the
AmeriKing Senior Notes for the period from December 1, 2000 to June 1, 2001,
NRE Holdings paid interest in respect of the NRE Senior Notes and NRE Senior
PIK Notes, as if each had been outstanding since November 15, 2000 to May 15,
2001.

   From and after May 15, 2001, the NRE Senior Notes bear interest at the rate
of 10 3/4% per year. Payments of interest on the NRE Senior Notes will be
payable semi-annually in cash in arrears on November 15 and May 15 in each
year, beginning November 15, 2001, to holders of record of NRE Senior Notes at
the close of business on the May 1 or November 1 immediately preceding such
interest payment date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.

   From and after May 15, 2001, the NRE Senior PIK Notes bear interest at the
rate of 13% per year. Payments of interest on the NRE Senior PIK Notes is
payable semi-annually in kind in arrears on November 15 and May 15 in each
year, beginning November 15, 2001, to holders of record of NRE Senior PIK Notes
at the close of business on the May 1 or November 1 immediately preceding such
interest payment date. The outstanding principal amount of the NRE Senior PIK
Notes will be increased on May 15 and November 15, beginning May 15, 2001, by
an amount equal to the interest payable for the preceding semi-annual period.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

   Concurrent with the exchange, National Restaurant Enterprises Inc., entered
into a $115,500,000 amended and restated senior secured revolving credit
facility with Fleet National Bank, as agent. The credit agreement contains
several financial covenants, which will require National Restaurant Enterprises
to maintain certain financial ratios and restrict National Restaurant
Enterprises' ability to incur indebtedness and pay dividends. The commitment
fee on the unused portion of the revolver will be  1/2% per year, payable
quarterly. As part of the terms of the credit facility, the Company made a
principal payment of $3.3 million to reduce the outstanding credit facility
balance from $118.8 million. The Company also incurred $2.2 million in
amendment and closing fees paid and payable to its bank group, with $1.7
million payable no later than June 30, 2002.

   The repayment of borrowings under the credit facility is guaranteed by
AmeriKing, NRE Holdings and certain subsidiaries of National Restaurant
Enterprises and will be secured by a perfected first priority security interest
in all of the assets of each such entity, and the pledge of 95% of the
outstanding capital stock or 100% of the outstanding non-voting capital stock
of each such entity (other than AmeriKing). Mandatory commitment reductions
will be required in the event that there are any proceeds from the sale of
assets or securities by AmeriKing with additional commitment reductions tied to
the availability of cash in excess of certain thresholds.

   The Company's current cash balances and forecasted cash flows will not be
sufficient to meet the deadlines for these capital requirements. In addition,
the Company's current and forecasted cash will not be sufficient to repay the
$115,500,000 Bank Credit Agreement due and payable on June 30, 2002 and it may
become necessary to defer interest payments to its lending group as well as
payments to other vendors. AmeriKing has had discussions with its lending
group, BKC and its investment advisors on restructuring its long-term
obligations and capital structure and securing additional capital. In addition,
the Company is in discussions with BKC to potentially defer capital improvement
obligations as the Company's current available cash will not be sufficient to
meet these capital improvement obligations. The Company anticipates a
resolution to the capital and debt restructuring and its ability to secure
additional capital by June 30, 2002. The Company is also seeking a return to
covenant compliance in accordance with our Bank Credit Agreement.

   During fiscal year 2001, management held meetings with various lessors
representing approximately 70% of leased restaurants. These meetings were
intended to seek reduced base rent payments, percentage rent payments or other
methods of rent relief to better reflect the existing restaurant economics of
many of our restaurants. To date, we have no formal commitments for any
reductions in our lease commitments, but believe that we will be able to
achieve reduced rent levels in a select group of restaurants and in conjunction
with our planned debt and capital restructuring.

                                      19

<PAGE>

   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 Fleet National Bank 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.

Income Taxes

   The Company completed fiscal 2001 with a net operating loss carry-forward
for tax purposes of approximately $77.3 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.

New Accounting Pronouncements

   In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets." SFAS No.
141 requires the purchase method to be used for business combinations initiated
after June 30, 2001. As the Company has never engaged in a pooling acquisition
transaction, the Company does not anticipate that SFAS No. 141 will have a
significant impact on its current or future operations or financial results.

   SFAS No. 142 addresses how goodwill and other intangible assets should be
accounted for after their initial acquisition. Goodwill will no longer be
amortized over a fixed term of years, rather, will need to be tested at least
annually for impairment. The Statement needs to be applied starting with fiscal
years beginning after December 15, 2001. The Company intends to test its
goodwill for impairment in the second quarter of 2002. The Company has
approximately $140 million of goodwill as of December 31, 2001. The Company
estimates that the write-off associated with this pronouncement could exceed
$40 million.

   In August 2001, the FASB issued SFAS No. 143 "Accounting for Asset
Retirement Obligations." SFAS No. 143 addresses the financial accounting and
reporting for asset retirement costs and related obligations and is effective
for fiscal years beginning after June 15, 2002. The Company does not believe
the impact of the adoption of SFAS No. 143 will be significant.

   In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 develops one
accounting model (based on the model in SFAS No. 121) for long-lived assets
(including discontinued operations) that are to be held or disposed of by sale,
as well as addresses certain discontinued operations issues. SFAS No. 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001. The Company does not believe that SFAS No. 144 will have a
significant impact on its current or future operations or financial results.

                                      20

<PAGE>

   In February 2002, the FASB announced the rescission of SFAS No. 4 "Reporting
Gains and Losses from Extinguishment of Debt". Generally, such rescission has
the effect of suspending the treatment of debt extinguishment costs as
extraordinary items. The rescission is effective for the fiscal year ended
December 29, 2003. Accordingly, in the comparative statements presented in the
year of adoption, the Company will reclassify approximately $2.9 million of
debt extinguishment costs recorded for 2001 that are classified under current
accounting standards as extraordinary items to other interest costs. As
mentioned above, AmeriKing has had discussions with its lending group, BKC and
its investment advisors on restructuring its long-term obligations and capital
structure. The Company anticipates a resolution to the capital and debt
restructuring by June 30, 2002. As a result, the Company anticipates an
additional $2.5 million of debt extinguishment costs that will be recorded as
extraordinary items in fiscal 2002 that will need to be reclassified to other
interest costs in comparative statements presented in the year of adoption.

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 $117.8 million at December 31,
2001. Of this balance, the Fleet Bank revolver comprised $115.5 million bearing
an interest rate calculated at the lesser of Fleet Bank's base rate or the
Eurodollar rate plus 5.0% (2.0% represents a penalty for failing to be in
compliance with the financial covenants). The remainder includes the 1995
Franchise Acceptance Corporation ("FAC") Note of $0.9 million bearing an
interest rate of 2.75% above FAC's program rate, and the 1998 Franchise
Acceptance Corporation Note comprised $1.4 million bearing an interest rate of
2.50% above FAC's program rate. With a 20% increase in interest rates, the
Company would experience an increase in interest expense of approximately $2.3
million. The Company does not hold any market risk sensitive financial
instruments for trading purposes.

                                      21

<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...........................................................................  23

Consolidated Balance Sheets as of December 31, 2001 and December 25, 2000..............................  24

Consolidated Statements of Operations for the fiscal years ended December 31, 2001, December 25, 2000
  and December 27, 1999................................................................................  25

Consolidated Statements of Stockholders' Deficit for the fiscal years ended December 31, 2001, December
  25, 2000 and December 27, 1999.......................................................................  26

Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2001, December 25, 2000
  and December 27, 1999................................................................................  27

Notes to Consolidated Financial Statements.............................................................  28
</TABLE>


                                      22

<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 (the "Company") as of December 31, 2001 and December 25,
2000, and the related consolidated statements of operations, stockholders'
deficit and cash flows for each of the three fiscal years in the period ended
December 31, 2001. 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 31, 2001 and December 25, 2000, and the results of their
operations and their cash flows for each of the three fiscal years in the
period ended December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.

   The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has experienced losses from operations, a
stockholders' capital deficiency, and non-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 29, 2002

                                      23

<PAGE>

                        AMERIKING, INC. AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS
                    December 31, 2001 and December 25, 2000

<TABLE>
<CAPTION>
                                                       December 31,  December 25,
                                                           2001          2000
                                                       ------------  ------------
<S>                                                    <C>           <C>
                                     ASSETS
CURRENT ASSETS:
   Cash and cash equivalents.......................... $  4,436,000  $ 21,174,000
   Accounts receivable................................    2,355,000     3,131,000
   Inventories........................................    3,871,000     5,113,000
   Prepaid expenses...................................    4,080,000     2,853,000
   Current portion of deferred income taxes (Note 10).                  1,054,000
                                                       ------------  ------------
       Total current assets...........................   14,742,000    33,325,000
PROPERTY AND EQUIPMENT (Note 4).......................   60,688,000    77,213,000
GOODWILL .............................................  139,968,000   156,214,000
DEFERRED INCOME TAXES (Note 10).......................    7,120,000     6,599,000
OTHER ASSETS:
   Deferred financing costs...........................    4,583,000     4,859,000
   Franchise agreements...............................    5,800,000     8,068,000
   Other long-term assets.............................      273,000       288,000
                                                       ------------  ------------
       Total other assets.............................   10,656,000    13,215,000
                                                       ------------  ------------
          TOTAL....................................... $233,174,000  $286,566,000
                                                       ============  ============

         LIABILITIES, SENIOR PREFERRED STOCK AND STOCKHOLDERS' DEFICITS
CURRENT LIABILITIES:
   Accounts payable and other accrued expenses........ $ 18,497,000  $ 19,183,000
   Accrued payroll and related expenses...............    5,931,000     8,848,000
   Accrued taxes payable..............................    3,790,000     3,698,000
   Current portion of long-term debt (Note 5).........    1,002,000       983,000
   Debt subject to acceleration (Note 5)..............  232,004,000   224,715,000
                                                       ------------  ------------
       Total current liabilities......................  261,224,000   257,427,000
                                                       ------------  ------------
LONG-TERM DEBT--Less current (Note 5).................      600,000       600,000
DEFERRED VENDOR INCENTIVES AND OTHER..................   13,614,000    16,635,000
                                                       ------------  ------------
       Total liabilities..............................  275,438,000   274,662,000
                                                       ------------  ------------
COMMITMENTS AND CONTINGENCIES (Note 15)...............           --            --
SENIOR PREFERRED STOCK (Note 7).......................   57,451,000    50,444,000
STOCKHOLDERS' DEFICIT:
   Preferred stock....................................           75            75
   Common stock.......................................        9,030         9,030
   Accumulated deficit................................  (99,724,105)  (38,549,105)
                                                       ------------  ------------
       Total stockholders' deficit....................  (99,715,000)  (38,540,000)
                                                       ------------  ------------
          TOTAL....................................... $233,174,000  $286,566,000
                                                       ============  ============
</TABLE>


                See notes to consolidated financial statements.

                                      24

<PAGE>

                        AMERIKING, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Fiscal Years Ended December 31, 2001, December 25, 2000, and December
                                   27, 1999

<TABLE>
<CAPTION>
                                                               Fiscal        Fiscal        Fiscal
                                                                2001          2000          1999
                                                            ------------  ------------  ------------
<S>                                                         <C>           <C>           <C>
Sales
   Restaurant food sales................................... $368,072,000  $383,874,000  $381,013,000
   Non-food sales..........................................   10,984,000    13,777,000    14,888,000
                                                            ------------  ------------  ------------
       Total sales.........................................  379,056,000   397,651,000   395,901,000
Restaurant Operating Expenses:
   Cost of food sales......................................  108,507,000   111,641,000   112,761,000
   Cost of non-food sales..................................    9,057,000    13,553,000    12,651,000
   Restaurant labor and related costs......................  111,798,000   107,278,000   104,336,000
   Occupancy...............................................   42,879,000    41,731,000    39,414,000
   Depreciation and amortization of goodwill and franchise
     agreements............................................   16,183,000    16,983,000    15,818,000
   Advertising.............................................   18,456,000    22,110,000    21,028,000
   Royalties...............................................   12,958,000    13,438,000    13,341,000
   Write-down of long-lived assets (Note 13)...............   22,884,000     9,438,000       980,000
   Other restaurant operating expenses.....................   40,056,000    40,563,000    33,535,000
   Restructuring expenses (credits) (Note 14)..............     (102,000)    4,323,000
                                                            ------------  ------------  ------------
       Total restaurant operating expenses.................  382,676,000   381,058,000   353,864,000
General and Administrative Expenses........................   17,982,000    18,544,000    16,836,000
Other Operating Expenses:
   Depreciation expense--office............................      676,000       854,000     1,138,000
   Loss on disposal of equipment...........................    1,138,000       649,000       225,000
   Management and directors' fees..........................      650,000       650,000       663,000
                                                            ------------  ------------  ------------
       Total other operating expenses......................    2,464,000     2,153,000     2,026,000
                                                            ------------  ------------  ------------
Operating Income (Loss)....................................  (24,066,000)   (4,104,000)   23,175,000
Other Expense:
   Interest expense--net...................................  (25,700,000)  (21,064,000)  (20,165,000)
   Amortization of deferred costs..........................     (722,000)     (922,000)     (801,000)
   Other expense--net......................................      (84,000)      (99,000)      (57,000)
                                                            ------------  ------------  ------------
       Total other expense.................................  (26,506,000)  (22,085,000)  (21,023,000)
                                                            ------------  ------------  ------------
Income (Loss) Before Extraordinary Item and Provision
  (Benefit) for Income Taxes...............................  (50,572,000)  (26,189,000)    2,152,000
Provision (Benefit) for Income Taxes.......................      559,000    (7,237,000)    1,335,000
                                                            ------------  ------------  ------------
Income (Loss) Before Extraordinary Item....................  (51,131,000)  (18,952,000)      817,000
Extraordinary Loss on Early Extinguishment of Debt (Note 6)    2,914,000
                                                            ------------  ------------  ------------
Net Income (Loss) .........................................  (54,045,000)  (18,952,000)      817,000
Preferred Stock Dividends (cumulative, undeclared).........     (659,000)     (621,000)     (585,000)
Senior Preferred Stock Dividends...........................   (7,011,000)   (6,026,000)   (5,325,000)
Amortization of Senior Preferred Stock Issuance Costs......     (119,000)     (119,000)     (119,000)
                                                            ------------  ------------  ------------
Loss Available to Common Stockholders...................... $(61,834,000) $(25,718,000) $ (5,212,000)
                                                            ============  ============  ============
Earnings (Loss) Per Common Share:
Loss Per Common Share Before Extraordinary Loss............ $     (65.25) $     (28.48) $      (5.77)
Extraordinary Loss......................................... $      (3.23) $             $
                                                            ------------  ------------  ------------
Loss Per Common Share--Basic and Diluted .................. $     (68.48) $     (28.48) $      (5.77)
                                                            ============  ============  ============
Weighted Average Number of Shares Outstanding..............      902,992       902,992       902,992
                                                            ============  ============  ============
</TABLE>

                See notes to consolidated financial statements.

                                      25

<PAGE>

                        AMERIKING, INC. AND SUBSIDIARY

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
 For the Fiscal Years Ended December 31, 2001, December 25, 2000, and December
                                   27, 1999

<TABLE>
<CAPTION>
                                                                            Retained
                                                          Preferred Common  Earnings
                                                            Stock   Stock   (Deficit)       Total
                                                          --------- ------ ------------  ------------
<S>                                                       <C>       <C>    <C>           <C>
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)
   Dividends on senior preferred stock...................                    (7,011,000)   (7,011,000)
   Amortization of senior preferred stock Issuance costs.                      (119,000)     (119,000)
   Net loss..............................................                   (54,045,000)  (54,045,000)
                                                             ---    ------ ------------  ------------
BALANCE--December 31, 2001...............................    $75    $9,030 $(99,724,105) $(99,715,000)
                                                             ===    ====== ============  ============
</TABLE>





                See notes to consolidated financial statements.

                                      26

<PAGE>

                        AMERIKING, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Fiscal Years Ended December 31, 2001, December 25, 2000, and December
                                   27, 1999

<TABLE>
<CAPTION>
                                                                     Fiscal        Fiscal        Fiscal
                                                                      2001          2000          1999
                                                                  ------------  ------------  ------------
<S>                                                               <C>           <C>           <C>
Cash Flows from operating Activities:
Net income (loss)................................................ $(54,045,000) $(18,952,000) $    817,000
   Adjustments to reconcile net income (loss) to net cash flows
     from operating activities:
   Depreciation and amortization.................................   17,581,000    18,758,000    17,758,000
   Deferred income taxes.........................................      533,000    (7,367,000)    1,285,000
   Write-down of long-lived assets...............................   22,884,000     9,438,000       980,000
   Loss on disposition of equipment..............................    1,138,000       649,000       225,000
   Extraordinary loss on early extinguishment of debt............    2,914,000
   Paid in Kind interest on NRE Holdings Senior Notes............   11,616,000
   Changes in:
       Accounts receivable.......................................      776,000       679,000    (1,298,000)
       Inventories...............................................    1,242,000        87,000    (2,654,000)
       Prepaid expenses and other assets.........................   (1,293,000)   (1,905,000)     (756,000)
       Accounts payable, accrued expenses and other long-
         term liabilities........................................   (8,262,000)   17,571,000     5,135,000
                                                                  ------------  ------------  ------------
          Net cash flows provided by (used for) operating
            activities...........................................   (4,916,000)   18,958,000    21,492,000
Cash Flows from Investing Activities:
   Purchase of restaurant franchise agreements, equipment and
     goodwill....................................................                 (3,689,000)  (46,070,000)
   Proceeds from sale of property................................                    463,000
   Cash paid for franchise agreements............................      (18,000)   (1,351,000)     (619,000)
   Cash paid for property and equipment..........................   (4,957,000)  (12,910,000)  (12,728,000)
                                                                  ------------  ------------  ------------
          Net cash flows used for investing activities...........   (4,975,000)  (17,487,000)  (59,417,000)
Cash Flows from Financing Activities:
   Cash paid for financing costs.................................   (2,535,000)      (15,000)
   Advances under line of credit.................................                  5,975,000    45,243,000
   Payments on line of credit....................................   (3,326,000)
   Payments on fractional dividends on the senior preferred
     stock.......................................................       (4,000)
   Payments on short-term debt...................................                   (255,000)   (2,402,000)
   Payments on long-term debt....................................     (982,000)     (756,000)     (753,000)
                                                                  ------------  ------------  ------------
          Net cash flows provided by (used for) financing
            activities...........................................   (6,847,000)    4,949,000    42,088,000
                                                                  ------------  ------------  ------------
Net Change in Cash and Cash Equivalents..........................  (16,738,000)    6,420,000     4,163,000
Cash and Cash Equivalents--Beginning of year.....................   21,174,000    14,754,000    10,591,000
                                                                  ------------  ------------  ------------
Cash and Cash Equivalents--End of year........................... $  4,436,000  $ 21,174,000  $ 14,754,000
                                                                  ============  ============  ============
Supplemental Disclosures of Cash Flow Information:
   Cash paid during the year for interest........................ $ 13,080,000  $ 22,643,000  $ 19,352,000
                                                                  ============  ============  ============
   Cash paid during the year for income taxes.................... $    166,000  $    497,000  $    100,000
                                                                  ============  ============  ============
Supplemental Disclosure of Noncash Investing and Financing
  Activities:
Senior preferred stock dividends................................. $  7,007,000  $  6,026,000  $  5,325,000
Amortization of senior preferred stock issuance costs............      119,000       119,000       119,000
                                                                  ------------  ------------  ------------
          Total.................................................. $  7,126,000  $  6,145,000  $  5,444,000
                                                                  ============  ============  ============
</TABLE>

                See notes to consolidated financial statement.

                                      27

<PAGE>

                        AMERIKING, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 For the Fiscal Years Ended December 31, 2001, December 25, 2000, and December
                                   27, 1999

1. Description of Business

   AmeriKing, Inc. and its wholly owned subsidiary National Restaurant
Enterprises Holdings, Inc. ("NRE Holdings") (together, the "Company"), own and
operate Burger King restaurants in twelve states through its operating
subsidiary, National Restaurant Enterprises, Inc. d/b/a AmeriKing.

   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 closed 2 stores in Illinois.

   During fiscal 2001, the Company closed 6 Burger King restaurants, 4 of which
were in Illinois, 1 in Colorado and 1 in Wisconsin. The Company developed 1 new
restaurant in Illinois.

   The Company is the largest independent Burger King franchisee in the United
States, operating 374 Burger King restaurants as of December 31, 2001.
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 2001, 2000 and 1999 fiscal years ended
December 31, 2001, December 25, 2000 and December 27, 1999, respectively. The
fiscal year ended December 31, 2001 was a 53-week period; the prior two fiscal
years were 52-week periods.

   Use of Estimates--The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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.


                                      28

<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 expense is being
computed 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. Franchise fees
are capitalized and amortized using the straight-line method over the term 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 31, 2001 and December 25, 2000 was approximately
$3,473,000 and $2,887,000, 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 31, 2001 and December 25, 2000 was
approximately $27,980,000 and $22,701,000, respectively.

   Accounting for the Impairment of Long-Lived Assets--The Company accounts for
impairment of long-lived assets in accordance with Statement of Financial
Accounting Standards ("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 or 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 the related asset or asset grouping over the
remaining life in measuring whether the assets are recoverable. During fiscal
years 2001, 2000 and 1999, the Company wrote down approximately $22.9 million,
$9.4 million and $1.0 million of long-lived assets, respectively. These
write-downs consisted primarily of goodwill recorded as part of acquired
restaurants. The remaining write-down consisted of land, restaurant equipment,
signage and other related store assets.

   Accounting for Derivative Instruments and Hedging Activities--In June 1998,
the Financial Accounting Standards Board ("FASB") issued SFAS 133, "Accounting
for Derivative Instruments and Hedging Activities." This Statement established
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts and for hedging
activities. The Statement requires the Company to recognize all derivatives as
either assets or liabilities in the balance sheet and measure those derivative
instruments at fair value. At December 31, 2001 and December 25, 2000, the
Company had no material derivative instruments or hedging activities.

   New Accounting Pronouncements--In June 2001, the FASB issued SFAS No. 142,
"Goodwill and Other Intangible Assets." This Statement establishes accounting
and reporting standards for how intangible assets that are acquired
individually or with a group of other assets should be accounted for in
financial statements upon their acquisition. In addition, the statement
addresses how goodwill and other intangible assets should be accounted for
after their initial acquisition. Goodwill will no longer be amortized over a
fixed term of years, rather, goodwill will need to be tested at least annually
for impairment. The Statement needs to be applied starting with fiscal years
beginning after December 15, 2001. The Company intends to test its goodwill for
impairment in the second quarter of 2002. The Company has approximately $140
million of goodwill as of December 31, 2001. The Company estimates that the
write-off associated with this pronouncement could exceed $40 million.

                                      29

<PAGE>

   In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS No. 144 develops one
accounting model (based on the model in SFAS No. 121) for long-lived assets
(including discontinued operations) that are to be held or disposed of by sale,
as well as addresses certain discontinued operations issues. SFAS No. 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001. The Company does not believe that SFAS No. 144 will have a
significant impact on its current or future operations or financial results.

   In February 2002, the FASB announced the rescission of SFAS No. 4 "Reporting
Gains and Losses from Extinguishment of Debt". Generally, such rescission has
the effect of suspending the treatment of debt extinguishment costs as
extraordinary items. The rescission is effective for the fiscal year ended
December 29, 2003. Accordingly, in the comparative statements presented in the
year of adoption, the Company will reclassify approximately $2.9 million of
debt extinguishment costs recorded for 2001 that are classified under current
accounting standards as extraordinary items to other interest costs. As
mentioned above, AmeriKing has had discussions with its lending group, BKC and
its investment advisors on restructuring its long-term obligations and capital
structure. The Company anticipates a resolution to the capital and debt
restructuring by June 30, 2002. As a result, the Company anticipates an
additional $2.5 million of debt extinguishment costs that will be recorded as
extraordinary items in fiscal 2002 that will need to be reclassified to other
interest costs in comparative statements presented in the year of adoption.

   Deferred Costs--Costs incurred by the Company in obtaining its financing for
its acquisitions or in accordance with its debt and capital restructurings are
being amortized on a straight-line basis over the term of the related
financing. On June 29, 2001, the Company completed an exchange offer for
approximately 99.5% of its outstanding AmeriKing Senior Notes and amended its
bank credit agreement. In conjunction with this offering, the Company paid $2.5
million for financing costs in 2001. In addition, the Company incurred a
closing fee of $1.7 million payable and due on June 2002. The Company
recognized an extraordinary loss of $2.9 million, in conjunction with this bond
exchange, representing the net carrying value of the original financing costs
when the bonds were issued. Accumulated amortization as of December 31, 2001
and December 25, 2000 was approximately $2,802,000 and $3,594,000,
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 2000 and 1999 have been reclassified to conform to the
current reporting format.

3. Business Condition

   At December 31, 2001, the Company had negative working capital of $246.5
million and a stockholders' deficit of $99.7 million. The negative working
capital includes $232.0 million of debt subject to acceleration. In addition,
during fiscal 2001, the Company incurred a loss from operations of $24.1
million.

   The Company's current cash balances and forecasted cash flows will not be
sufficient to meet the deadlines for its capital requirements. In addition, the
Company's current and forecasted cash will not be sufficient to repay the
$115,500,000 Bank Credit Agreement due and payable on June 30, 2002 (see Note
5), and it may become necessary to defer interest payments to its lending
group, as well as other payments to vendors. AmeriKing has had discussions with
its lending group, BKC and its investment advisors on restructuring its
long-term obligations and capital structure and securing additional capital. In
addition, the Company is in discussions with BKC to potentially defer capital
improvement obligations as the Company's current available cash will not be
sufficient to meet these capital improvement obligations. The Company
anticipates a resolution to the capital and debt restructuring and its ability
to secure additional capital by June 30, 2002. The Company is also seeking a
return to covenant compliance in accordance with its Bank Credit Agreement.

   During fiscal year 2001, management held meetings with various lessors
representing approximately 70% of leased restaurants. These meetings were
intended to seek reduced base rent payments, percentage rent payments

                                      30

<PAGE>

or other methods of rent relief to better reflect the existing restaurant
economics of many of our restaurants. To date, we have no formal commitments
for any reductions in our lease commitments, but believe that we will be able
to achieve reduced rent levels in a select group of restaurants and in
conjunction with our planned debt and capital restructuring.

   The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or to amounts and
classification of liabilities that may be necessary should the entity be unable
to continue as a going concern.

4. Property and Equipment

   Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                               December 31, December 25,
                                                   2001         2000
                                               ------------ ------------
       <S>                                     <C>          <C>
       Restaurant equipment and furnishings... $ 79,994,000 $ 86,185,000
       Office furniture and equipment.........    5,794,000    5,828,000
       Leasehold improvements.................   20,494,000   20,983,000
       New restaurant development.............    1,392,000    1,522,000
       Buildings..............................    4,143,000    4,143,000
                                               ------------ ------------
              Total...........................  111,817,000  118,661,000
       Less accumulated depreciation..........   51,129,000   41,448,000
                                               ------------ ------------
              Property and equipment--net..... $ 60,688,000 $ 77,213,000
                                               ============ ============
</TABLE>

                                      31

<PAGE>

5. Long-Term Debt

   Long-Term Debt consists of the following:

<TABLE>
<CAPTION>
                                                         December 31, December 25,
                                                             2001         2000
                                                         ------------ ------------
<S>                                                      <C>          <C>
Senior Notes AmeriKing, 10.75%, due 2006................ $    491,000 $100,000,000
Revolving Credit Facility, at a bank reference rate plus
  5.0%, 9.75% at December 31, 2001, due 2002............  115,500,000  118,826,000
Senior Notes NRE Holdings, 10.75%, due 2007.............   53,486,000           --
Senior Notes NRE Holdings, 13.00%, due 2008.............   57,639,000           --
Franchise Acceptance Corporation Limited Note, 9.86%,
  due 2006..............................................    3,535,000    4,162,000
Franchise Acceptance Corporation Limited Note, at a
  variable interest rate, 4.30% at December 31, 2001,
  due 2008..............................................    1,405,000    1,557,000
Franchise Acceptance Corporation Limited Note, at a
  variable interest rate, 4.55% at December 31, 2001,
  due 2005..............................................      950,000    1,153,000
Junior Subordinated Notes, 6.00%, due 2005..............      600,000      600,000
                                                         ------------ ------------
                                                          233,606,000  226,298,000
Current portion of long-term debt.......................    1,002,000      983,000
Debt subject to acceleration............................  232,004,000  224,715,000
                                                         ------------ ------------
                                                         $    600,000 $    600,000
                                                         ============ ============
</TABLE>

  Franchise Acceptance Corporation Limited ("FAC") Notes

   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 (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
31, 2001.

   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 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.

  AmeriKing Senior Notes and NRE Holdings Senior Notes / Bond Exchange

   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. These Senior
Notes mature on December 1, 2006.

   On June 29, 2001, the Company completed an exchange offer for its 10 3/4%
Senior Notes due December 2006. Of the $100 million in AmeriKing Senior Notes,
approximately 99.5% were exchanged for bonds issued

                                      32

<PAGE>

by National Restaurant Enterprises Holdings, Inc., a new subsidiary of the
Company. NRE Holdings is the sole stockholder of National Restaurant
Enterprises, Inc., the subsidiary ("National Restaurant Enterprises") through
which the Company conducts its operations.

   For each $2,000 principal amount of AmeriKing Senior Notes (or portion
thereof) tendered, NRE Holdings exchanged $1,000 principal amount of its
10 3/4% Senior Notes ("NRE Senior Notes") due November 15, 2007 and a unit
consisting of $1,000 of its 13% Senior PIK Notes ("NRE Senior PIK Notes") due
May 15, 2008 and a warrant to purchase a pro rata portion of 19.99% of NRE
Holdings' common stock. In lieu of the payment of cash interest on the
AmeriKing Senior Notes from December 1, 2000 to June 1, 2001, NRE Holdings paid
interest in respect of the NRE Senior Notes and the NRE Senior PIK Notes, as if
each had been outstanding since November 15, 2000 to May 15, 2001.

   From and after May 15, 2001, the NRE Senior Notes bear interest at the rate
of 10 3/4% per year. Payments of interest on the NRE Senior Notes will be
payable semi-annually in cash in arrears on November 15 and May 15 in each
year, beginning November 15, 2001, to holders of record of NRE Senior Notes at
the close of business on the May 1 or November 1 immediately preceding such
interest payment date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. As a result of non-compliance with its Bank Credit
Agreement, the Company did not pay interest due on November 15, 2001.

   From and after May 15, 2001, the NRE Senior PIK Notes bear interest at the
rate of 13% per year. Payments of interest on the NRE Senior PIK Notes is
payable semi-annually in kind, in arrears on November 15 and May 15 in each
year, beginning November 15, 2001, to holders of record of NRE Senior PIK Notes
at the close of business on the May 1 or November 1 immediately preceding such
interest payment date. The outstanding principal amount of the NRE Senior PIK
Notes will be increased on May 15 and November 15, beginning May 15, 2001, by
an amount equal to the interest payable for the preceding semi-annual period.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

   The NRE Holdings' securities have not been registered under the Securities
Act of 1933 and were offered only to holders of the Senior Notes that are
"accredited investors" as defined in Regulation D under the Securities Act of
1933. NRE Holdings has agreed to file a registration statement relating to an
offer to exchange identical securities issued by NRE Holdings for the NRE
Senior Notes and the NRE Senior PIK Notes, or if an exchange offer cannot be
made, a registration statement that will enable holders of the NRE Senior Notes
and the NRE Senior PIK Notes to offer or sell those securities in compliance
with the Securities Act of 1933. Since NRE Holdings was unable to register the
securities by October 27, 2001, NRE Holdings is required to pay liquidated
damages to the holders of the notes. As of December 31, 2001, the securities
are not registered and the Company has accrued $46,000 in liquidated damages.

   The AmeriKing and NRE Holdings 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.

   The AmeriKing and NRE Holdings 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 31,
2001, the Company had short-term restrictions on additional borrowings as
defined by such covenants. As a result of non-compliance with certain financial
covenants under its Bank Credit Agreement, the Company was blocked from making
necessary cash interest payments on the Senior Notes and NRE Senior Notes. The
Company is not in compliance with its Senior Notes, NRE Senior Notes and NRE
Senior PIK Notes (due to cross-default provisions). As a result of this
non-compliance, the Senior Notes, NRE Senior Notes and NRE Senior Notes are
subject to acceleration if at least 25% of security holders vote to accelerate.

                                      33

<PAGE>

  Revolving Credit Facility

   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, BankBoston, N.A. ("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 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.

   Concurrent with the bond exchange effective June 29, 2001, National
Restaurant Enterprises entered into a $115,500,000 amended and restated senior
secured revolving credit facility with Fleet National Bank, as agent. The
credit agreement contains several financial covenants, which will require
National Restaurant Enterprises to maintain certain financial ratios and
restrict National Restaurant Enterprises' ability to incur indebtedness and pay
dividends. The commitment fee on the unused portion of the revolver will be
1/2% per year, payable quarterly. As part of the terms of the credit facility,
the Company made a principal payment of $3.3 million to reduce the outstanding
credit facility balance from $118.8 million. The Company also incurred $2.2
million in amendment and closing fees paid and payable to its bank group, with
$1.7 million payable no later than June 30, 2002.

   The repayment of borrowings under the credit facility is guaranteed by
AmeriKing, NRE Holdings and certain subsidiaries of National Restaurant
Enterprises and will be secured by a perfected first priority security interest
in all of the assets of each such entity, and the pledge of 95% of the
outstanding capital stock or 100% of the outstanding non-voting capital stock
of each such entity (other than AmeriKing). Mandatory commitment reductions
will be required in the event that there are any proceeds from the sale of
assets or securities by AmeriKing with additional commitment reductions tied to
the availability of cash in excess of certain thresholds.

   The borrowings under the credit facility bear interest at a rate per year
equal to the Base Rate (as defined in the new credit agreement) plus 3.00%
(plus 2.00% as we are no longer in compliance with the agreement's financial
covenants). At December 31, 2001 and December 25, 2000, these rates were 9.75%
and 9.24%, respectively. The new credit agreement also contains standard
representations, warranties and covenants, including certain financial
covenants, such as a leverage ratio, a debt service coverage ratio, a minimum
EBITDA requirement and a limit on annual capital expenditures. As mentioned
above, the Company is not in compliance with certain financial covenants as of
December 31, 2001.

  Market Values and Debt Maturities

   At December 25, 2000, the Senior Notes had a fair value of 38.0% of their
carrying value based on quoted market prices. As a result of the lack of an
active market for the Senior Notes, NRE Senior Notes and NRE

                                      34

<PAGE>

Senior PIK Notes, combined with the significant issues of liquidity and
non-compliance with various covenants, the collective securities are considered
to have a fair value at less than 25% of their carrying value. The warrants
issued in conjunction with the NRE Senior PIK Notes are considered to have no
fair value. The carrying value of the Amended Revolving Credit Facility 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 31, 2001
and December 25, 2000, the 1996 FAC Note had a fair value of 100.5% and 103.2%,
respectively, and the Junior Subordinated Notes had a fair value of 89.3% and
88.0%, respectively, of their carrying values. The fair value of the 1996 FAC
Note and the Junior Subordinated Notes was calculated using borrowing rates
available to the Company under the Revolver at December 31, 2001 and December
25, 2000.

   Aggregate maturities of the Company's long-term debt as of December 31, 2001
are as follows:

<TABLE>
                         <S>               <C>
                         2002............. $116,502,000
                         2003.............    1,102,000
                         2004.............    1,143,000
                         2005.............    2,000,000
                         2006.............    1,254,000
                         Thereafter.......  111,605,000
                                           ------------
                                Total..... $233,606,000
                                           ============
</TABLE>

   Of the above stated amount, $232 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 2002.

6. Extraordinary Items

   In conjunction with the Company's June 29, 2001 exchange offer for its
10 3/4% Senior Notes due December 2006, the Company recorded an extraordinary
loss of $2.9 million. This extraordinary loss represents the write-off of
deferred financing costs related to the AmeriKing Senior Notes. Due to the
Company's valuation allowance for deferred tax assets, there is no associated
tax benefit relating to the loss. The basic and diluted earnings per share
impact of this extraordinary item in 2001 was $3.23.

7. Senior Preferred Stock

   Concurrent with the AmeriKing 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 $115,500,000 amended and restated
senior secured revolving credit facility with Fleet National Bank, as agent.
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 2001, the Company declared stock dividends of 280,299 shares
of its 13% Senior Preferred Stock, aggregating $7,007,000, compared to 241,033
shares, aggregating $6,026,000, in fiscal 2000. As of December 31, 2001, the
Company has accrued senior preferred stock dividends of approximately $616,000
or 24,629 shares. The total number of Senior Preferred Stock shares outstanding
at December 31, 2001 and December 25, 2000 was 2,298,043 and 2,017,744,
respectively.

                                      35

<PAGE>

   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>
                         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 31, 2001 and December 25, 2000, the Senior Preferred Stock had a
fair value of approximately $.6 million and $2.0 million, respectively, based
on recent trading activity.

8. 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 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
                                             2001        2000        1999
                                          ----------- ----------- -----------
   <S>                                    <C>         <C>         <C>
   Minimum rentals under operating leases $37,952,000 $36,450,000 $32,190,000
   Contingent rentals....................   2,302,000   3,259,000   3,694,000
                                          ----------- ----------- -----------
          Total.......................... $40,254,000 $39,709,000 $35,884,000
                                          =========== =========== ===========
</TABLE>

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

<TABLE>
<CAPTION>
                         Fiscal Year          Amount
                         -----------       ------------
                         <S>               <C>
                         2002............. $ 32,917,000
                         2003.............   32,136,000
                         2004.............   31,279,000
                         2005.............   29,799,000
                         2006.............   28,569,000
                         Thereafter.......  213,572,000
                                           ------------
                                Total..... $368,272,000
                                           ============
</TABLE>

                                      36

<PAGE>

9. Capital Stock

   At December 31, 2001 and December 25, 2000, 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.

   A subsidiary of the Company, NRE Holdings issued 50,000 common stock
warrants of NRE Holdings in conjunction with the June 29, 2001 bond exchange.
The Company estimates these warrants to have no value.

10. Income Taxes

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

<TABLE>
<CAPTION>
                                                Fiscal
                                                 2001    Fiscal 2000  Fiscal 1999
                                               --------  -----------  -----------
<S>                                            <C>       <C>          <C>
Federal:
   Current.................................... $ (9,000) $   (35,000) $   50,000
   Deferred...................................  355,000   (5,580,000)  1,027,000
State:
   Current....................................   35,000      166,000
   Deferred...................................  178,000   (1,788,000)    258,000
                                               --------  -----------  ----------
       Net provision (benefit) for income
         taxes................................ $559,000  $(7,237,000) $1,335,000
                                               ========  ===========  ==========
</TABLE>

                                      37

<PAGE>

   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
                                                   2001         2000         1999
                                               ------------  -----------  ----------
<S>                                            <C>           <C>          <C>
Computed federal income tax provision
  (benefit) at statutory rate................. $(18,720,000) $(8,940,000) $  767,000
State income taxes (net of federal income tax
  effect).....................................   (4,928,000)  (1,299,000)    170,000
Non-deductible expenses.......................      115,000       72,000      69,000
Goodwill amortization.........................      632,000      330,000     329,000
Change in valuation allowance.................   23,460,000    2,600,000          --
                                               ------------  -----------  ----------
       Net provision (benefit) for income
         taxes................................ $    559,000  $(7,237,000) $1,335,000
                                               ============  ===========  ==========
</TABLE>

   As of December 31, 2001, the Company had a net operating loss carry-forward
for income tax purposes of approximately $77.3 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 31,
2001 and December 25, 2000, 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 2001   Fiscal 2000
                                                  ------------  -----------
    <S>                                           <C>           <C>
    Deferred tax liabilities:
       Depreciation/Amortization................. $  7,767,000  $20,779,000
       Purchase accounting adjustments...........      615,000      745,000
       Other.....................................      481,000      296,000
                                                  ------------  -----------
                                                     8,863,000   21,820,000
    Deferred tax assets:
       Operating loss carry-forwards.............   33,476,000   17,270,000
       Fixed asset reserves......................      394,000    5,880,000
       Other.....................................    1,053,000      635,000
       Deferred gain.............................    7,120,000    8,288,000
                                                  ------------  -----------
                                                    42,043,000   32,073,000
                                                  ------------  -----------
       Net deferred tax assets...................   33,180,000   10,253,000
    Valuation allowance on net deferred tax asset  (26,060,000)  (2,600,000)
                                                  ------------  -----------
           Net deferred tax assets............... $  7,120,000  $ 7,653,000
                                                  ============  ===========
</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. The balance of net deferred tax assets is
considered realizable based on existing taxable temporary differences.

11. Employee Benefit Plans

   The Company offers 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 2001, 2000 and
1999, the Company contributed approximately $76,000, $126,000 and $80,000,
respectively, to the Plan.

                                      38

<PAGE>

12. 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 AmeriKing, as well as other third parties.
The Company received approximately $144,000 for such services in fiscal 2001
and $70,000 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. Due to the fact the Company is out of compliance with the financial
covenants of its amended and restated Revolving Credit Facility, the Company
was prohibited from making payments to The Jordan Company in 2001. The Company
accrued expenses of $600,000 in fiscal 2001. During fiscal 2000 and 1999, the
Company recorded and paid expenses of $600,000 under the amended TJC Consulting
Agreement.

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

13. Write-down of Long-Lived Assets

   In fiscal 2001, 2000 and 1999, the Company recorded a loss of approximately
$22.9 million, $9.4 million and $1.0 million, respectively, for the write-down
of long-lived assets. The fiscal 2001 loss reflects the write-down to estimated
fair value of 83 Company-owned restaurants due to a decrease in the actual and
projected cash flows of these restaurants. The fiscal 2000 loss 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 loss reflects the write-down to estimated fair value of three
Company-owned restaurants due to a decrease in the cash flow of these
restaurants.

14. 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 represented salary continuation plus
benefits and outplacement services. The Company is also in the process of
exiting excess leased space to be closed as a result of canceling its previous
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.

   During fiscal year 2001, the Company paid $524,000 related to the
aforementioned employee terminations, $133,000 to terminate lease agreements
and $99,000 for other restructuring costs that were accrued for at year end.
All restructuring commitments have been paid by December 31, 2001 other than
one remaining payment for a terminated employee and the settlement with its
lessor of excess leased space. The Company may not be able to exit this space
prior to the end of the lease agreement in April 2003. A credit of $102,000 was
taken in 2001 related to an overestimate of the expenses related to the failed
refinancing.

15. 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

                                      39

<PAGE>

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%.

   The Company's capital expenditures in fiscal 2001 were approximately $5.0
million related to equipment replacement and remodeling of existing facilities.
There are no plans for new restaurant development. AmeriKing has contractual
obligations for restaurants subject to franchise renewal and other commitments
for exterior image changes. The capital expenditures for these restaurants are
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 to be approximately $10.0 million. Changes to
restaurant grounds and drive-thrus must be completed by December 31, 2002, with
the deadline for signage changes being June 30, 2003. On June 20, 2001, the
Company was notified of another design change which includes new kitchen design
elements. The new kitchen equipment must be installed by June 30, 2002 at an
estimated cost of $4.0 million. The actual amount of the Company's cash
requirements for capital expenditures presently depends on, among other things,
the costs associated with ongoing equipment replacement and remodeling of
existing restaurants and the number of franchised restaurants subject to
renewal, including the costs associated with bringing the related restaurants
up to BKC's then current design specifications in connection with these
franchise renewals. If the Company is unable to restructure its debt and
capital structure and secure additional capital, the Company will be in
technical default of its franchise agreements for those affected restaurants.

   During 2002, the Company has 17 restaurants up for franchise renewals. These
commitments total approximately $6.0 million. The Company had 12 restaurants
from 2000 and prior whose obligations were deferred, at an estimated cost of
$4.2 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.

                                      40

<PAGE>

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

   There have been no changes in accountants during fiscal 2001 or 2000, 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       58  Managing Owner, Chairman and Director
  Joseph Langteau        44  President and Chief Operating Officer and
                             Director
  Hernando Manrique      45  Vice President--Operations, West Region
  Christopher Hall       44  Vice President--Operations, East Region
  James C. Hoar          42  Vice President--General Counsel
  Michael J. Nicholas    35  Vice President of Finance, Treasurer and Director
  John C. Clark          38  Vice President of Accounting and Corporate
                             Controller
  A. Richard Caputo, Jr. 36  Vice President and Director
  Thomas H. Quinn        54  Director
  John W. Jordan, II     53  Director
  David W. Zalaznick     47  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. Langteau was appointed President and Chief Operating Officer on February
8, 2002. Prior to joining the Company, Mr. Langteau was the President and Chief
Operating Officer of Scott's Restaurants Incorporated, Canada's largest
restaurant company. He had full responsibility for 500 Kentucky Fried Chicken
and 150 Pizza Hut restaurants for Prizm Brandz, Inc. Prior to that, Mr.
Langteau was Senior Vice President of U.S. Operations for Arby's Incorporated.
Prior to that, Mr. Langteau worked 16 years at Burger King Corporation in
various positions, including Vice President, Operations Development and Support.

   Mr. Manrique has served as the Company's Chief Information Officer, and
currently serves as its Vice President of Operations, West Region. Mr. Manrique
joined the Company in March 1999. Prior to joining the Company, Mr. Manrique
was Chief Information Officer for PLAN International where he was employed for
eleven years.

   Mr. Hall has served as the Company's Vice President of Operations, East
Region, since he joined the Company in January 2002. Prior to joining the
Company, Mr. Hall had over 19 years of Burger King and other fast food
hamburger experience.

                                      41

<PAGE>

   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. Nicholas has served as the Company's Vice President--Finance and
Treasurer and Director. Prior to joining AmeriKing in October 1999, Mr.
Nicholas held the position of Director of Finance and, before that, Director of
Strategy and Business Development with Sears, Roebuck and Company. Mr. Nicholas
oversees creditor and investor relations for the Company, as well as their
financial planning, forecasting and budgeting operations.

   Mr. Clark has served as Vice President--Accounting and Corporate Controller
since September 2001. Prior to joining AmeriKing in October 2000, Mr. Clark was
a senior audit manager with Deloitte & Touche LLP, specializing in auditing and
advising companies in the food retailing and food service industries.

   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.

                                      42

<PAGE>

   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 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.

                                      43

<PAGE>

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
                                         ---------------------------------
                                                                Other
                                  Fiscal                       Annual       All Other
Name and Principal Position        Year   Salary  Bonus(1) Compensation(2) Compensation
---------------------------       ------ -------- -------- --------------- ------------
<S>                               <C>    <C>      <C>      <C>             <C>
Lawrence E. Jaro.................  2001  $408,000 $     --
 Managing Owner and                2000   400,000       --
 Chief Executive Officer           1999   264,000  436,000
James C. Hoar....................  2001  $195,000 $     --     $10,000
 Vice President--                  2000   191,000    8,000
 General Counsel                   1999   184,000   48,000
Hernando Manrique(3).............  2001  $158,000 $     --     $ 8,000
 Vice President, Operations        2000   145,000   15,000
 West Region                       1999    85,000       --
Michael J. Nicholas(3)...........  2001  $138,000 $     --
 Vice President of Finance,        2000   111,000   22,500
 Treasurer and Director            1999    21,000       --
John C. Clark(4).................  2001  $129,000 $     --     $ 3,000
 Vice President of Accounting and  2000    30,000    5,000
 Controller                        1999        --       --
</TABLE>
--------
(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 5%
    to 50% 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) 1999 represents a partial year of employment.
(4) 2000 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.

                                      44

<PAGE>

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.

                                      45

<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management

   The table below sets forth as of December 31, 2001, 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%
      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)................................. 314,326       34.8
   Other Principal Stockholders:
      Joel D. Aaseby...................................   9,703        1.1%
      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
      Fleet Bank Investments Inc. (''Fleet Bank'')(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 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.

                                      46

<PAGE>

(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. Fleet Bank also owns 1,425 shares of Class A1
     Preferred Stock and 475 shares of Class B Preferred Stock. The principal
     address of Fleet Bank 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 and 1999, 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 2001, we have accrued $600,000 in consulting fees but have been unable to
pay due to restrictions placed with the Company's failure to meet the financial
covenants of our Amended and Restated Revolving Credit Facility. 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
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.

                                      47

<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

                                      48

<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.

          Signature                       Title
          ---------                       -----

               *              Managing Owner, Chairman and
-----------------------------   Chief Executive Officer
      Lawrence E. Jaro          (Principal Executive
                                Officer) and Director

               *              President and Chief Operating
-----------------------------   Officer and Director
       Joseph Langteau

               *              Vice President of Finance,
-----------------------------   Treasurer and Director
     Michael J. Nicholas

               *              Vice President of Accounting
-----------------------------   and Corporate Controller
        John C. Clark

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

               *              Director
-----------------------------
       Thomas H. Quinn

               *              Director
-----------------------------
      John W. Jordan II

               *              Director
-----------------------------
     David W. Zalaznick


*By:  /S/  A. RICHARD CAPUTO,
                JR.
     -------------------------
        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.

                                      49

<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>

                                      50

<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>

                                      51

<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)                                                *
</TABLE>

                                      52

<PAGE>

<TABLE>
<CAPTION>
                                                                                             Sequentially
Exhibit                                                                                        Numbered
Number                                      Description                                          Page
------                                      -----------                                      ------------
<C>     <S>                                                                                  <C>
 2.32   AMENDMENT NO. 1 TO THE REAL ESTATE PURCHASE AGREEMENT dated
        April 8, 1997 among W&W INVESTMENTS LIMITED PARTNERSHIP, THOMAS
        FICKLING AND WILLIAM PRENTICE (the ''PARTNERS'') AND CASTLE
        PROPERTIES, LLC. (Filed as exhibit 2.32 to AmeriKing's Current Report on Form
        8-K filed on July 14, 1997 and incorporated herein by reference)                          *

 2.33   AMENDMENT NO. 2 TO THE REAL ESTATE PURCHASE AGREEMENT dated
        June 16, 1997 among W&W INVESTMENT LIMITED PARTNERSHIP, THOMAS
        FICKLING AND WILLIAM PRENTICE (the ''GENERAL PARTNERS''), CASTLE
        PROPERTIES, LLC AND NATIONAL RESTAURANT ENTERPRISES, INC. (Filed
        as 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)              *
</TABLE>

                                      53

<PAGE>

<TABLE>
<CAPTION>
                                                                                             Sequentially
Exhibit                                                                                        Numbered
Number                                      Description                                          Page
------                                      -----------                                      ------------
<C>     <S>                                                                                  <C>
 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)              *

 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)                                     *
</TABLE>

                                      54

<PAGE>

<TABLE>
<CAPTION>
                                                                                            Sequentially
Exhibit                                                                                       Numbered
Number                                      Description                                         Page
------                                      -----------                                     ------------
<C>     <S>                                                                                 <C>

 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)                                                                     *

 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)             *
</TABLE>

                                      55

<PAGE>

<TABLE>
<CAPTION>
                                                                                           Sequentially
Exhibit                                                                                      Numbered
Number                                     Description                                         Page
------                                     -----------                                     ------------
<C>     <S>                                                                                <C>
 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)                                                                              *

 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.                                              *
</TABLE>

                                      56

<PAGE>

<TABLE>
<CAPTION>
                                                                                           Sequentially
Exhibit                                                                                      Numbered
Number                                     Description                                         Page
------                                     -----------                                     ------------
<C>     <S>                                                                                <C>
 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)                                  *

 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)            *
</TABLE>

                                      57

<PAGE>

<TABLE>
<CAPTION>
                                                                                            Sequentially
Exhibit                                                                                       Numbered
Number                                      Description                                         Page
------                                      -----------                                     ------------
<C>     <S>                                                                                 <C>
 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)                                                                            *

 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)                                                        *
</TABLE>

                                      58

<PAGE>

<TABLE>
<CAPTION>
                                                                                            Sequentially
Exhibit                                                                                       Numbered
Number                                      Description                                         Page
------                                      -----------                                     ------------
<C>     <S>                                                                                 <C>
 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)                          *

 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)                          *
</TABLE>

                                      59

<PAGE>

<TABLE>
<CAPTION>
                                                                                             Sequentially
Exhibit                                                                                        Numbered
Number                                      Description                                          Page
------                                      -----------                                      ------------
<C>     <S>                                                                                  <C>
 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)                           *

 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)                                                                      *
</TABLE>

                                      60

<PAGE>

<TABLE>
<CAPTION>
                                                                                             Sequentially
Exhibit                                                                                        Numbered
Number                                      Description                                          Page
------                                      -----------                                      ------------
<C>     <S>                                                                                  <C>
 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)                                                         *

 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)                            *
</TABLE>

                                      61

<PAGE>

<TABLE>
<CAPTION>
                                                                                             Sequentially
Exhibit                                                                                        Numbered
Number                                      Description                                          Page
------                                      -----------                                      ------------
<C>     <S>                                                                                  <C>
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)      *

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 FLEET BANK, 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 FLEET BANK, 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)                           *

23.1    CONSENT OF MAYER, BROWN & PLATT (Filed as exhibit 23.1 to AmeriKing's
        Registration Statement (No. 333-04261) and incorporated herein by reference)              *

23.2    CONSENT OF DELOITTE & TOUCHE (Filed as exhibit 23.2 to AmeriKing's
        Registration Statement (No. 333-04261) and incorporated herein by reference)              *
</TABLE>

                                      62

<PAGE>

<TABLE>
<CAPTION>
                                                        Sequentially
           Exhibit                                        Numbered
           Number              Description                  Page
           ------              -----------              ------------
           <C>     <S>                                  <C>

             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.

                                      63