UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A

(Check One)

X    ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [NO FEE REQUIRED] ---

For The Fiscal Year Ended June 28, 1998

     TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ___ to ___

Commission File Number:  0-22639


                         UNIQUE CASUAL RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)

Delaware                                                              04-3370491
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                            Identification No.)

One Corporate Place, 55 Ferncroft Road,  Danvers, MA                       01923
(Address of principal executive offices)                              (Zip Code)


                                  978-774-6606
              (Registrant's telephone number, including area code)


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 and (2) has been subject to such filing requirements for
the past 90 days.  YES X   NO

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  based on the closing price of the Common Stock of the  registrant as
quoted on the National  Association of Securities  Dealers  Automated  Quotation
System on October 2, 1998 was  $38,366,754  (for  purposes of  calculating  this
amount only,  directors,  officers and  beneficial  owners of 10% or more of the
Common Stock of the registrant may be deemed affiliates).

Number of shares of Common  Stock,  $.01 par  value,  outstanding  at October 2,
1998: 11,605,659


<PAGE>



                                Explanatory Note



This  Amendment to Form 10-K is being filed solely to amend Items 10, 11, 12 and
13 of the Registrant's  Form 10-K for the fiscal year ended June 28, 1998 and to
file additional exhibits thereto.




<PAGE>



                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

Directors of the Registrant

The following table sets forth certain information  regarding current members of
the Board of Directors:

<TABLE>
<CAPTION>
                                                      Principal                 Director      Expiration
            Name                       Age           Occupation                   Since         of Term     Class
            ----                       ---           ----------                   -----         -------     -----
<S>                                    <C>                                  <C>                  <C>          <C>           
E. L. Cox..........................    71      Chairman of the Board and    September 1988       2000         I
                                               Insurance Commissioner
                                               for the State of  Michigan

Erline Belton......................    53      President and Chief          December 1993        1998         II
                                               Executive Officer of
                                               The Lyceum Group

Joseph W. O'Donnell................    56      Partner, Osgood,             August 1996          1998         II
                                               O'Donnell & Walsh

Donald C. Moore....................    44      Chief Executive Officer      July 1998            1999         III
                                               and Chief Financial Officer
                                               of the Company

Alan D. Schwartz...................    48      Senior Managing Director     September 1988       1999         III
                                               of Corporate Finance for
                                               Bear, Stearns & Co., Inc.
</TABLE>

     The name, age and principal occupation during the past five years and other
information concerning each non-employee director are set forth below:

     E. L. Cox,  71,  has served as a director  of the  Company  since May 1997.
Prior to the  Spin-Off  Transaction,  Mr. Cox served as a director of DAKA since
September  1988 and as a  director  of  Fuddruckers,  Inc.  from June 1988 until
November 1988. As of May of 1998 Mr. Cox is the Insurance  Commissioner  for the
State of Michigan.  Prior  thereto he worked as a private  insurance  consultant
from  August of 1996 until May of 1998,  after  serving as  President  and Chief
Executive  Officer of the Michigan Accident Fund from February 1991 until August
1996.  Prior thereto Mr. Cox served as Chairman and Chief  Executive  Officer of
Michigan Mutual/Amerisure  Companies and its affiliated insurance companies from
May  1979  through  January  1991.  Mr.  Cox is also a  member  of the  Board of
Directors of Comerica,  Inc., a  publicly-traded  financial  institution,  and a
director of various trade associations in the insurance industry.

     Erline Belton,  54, has served as a director of the Company since May 1997.
Prior to the Spin-Off Transaction, Ms. Belton served as a director of DAKA since
December  1993. She has served as President and Chief  Executive  Officer of The
Lyceum Group, a human resource consulting firm, since September 1992. She served
as Senior Vice President of Human Resource and  Organizational  Development  for
Progressive Insurance Companies from April 1991 through September 1992. She also
served as International Human Relations Director, as well as several other human
resources positions,  with Digital Equipment Corporation from 1978 through April
1991.  Ms. Belton  serves on the Board of Directors of: The National  Leadership
Coalition on AIDS; National Minority AIDS Coalition;  Museum of African American
History.

     Joseph W. O'Donnell,  56, has served as a director of the Company since May
1997. Prior to the Spin-Off  Transaction,  Mr. O'Donnell served as a director of
DAKA  since  August  1996.  Mr.  O'Donnell  is a partner  in the firm of Osgood,
O'Donnell & Walsh.  Mr.  O'Donnell  has served as Chairman  and Chief  Executive
Officer of The J. Walter Thompson Company and Campbell-Mithun-Esty  Advertising,
Inc.

<PAGE>

     Alan D.  Schwartz,  48, has served as a director of the  Company  since May
1997. Prior to the Spin- Off  Transaction,  Mr. Schwartz served as a director of
DAKA since September 1988 and as a director of Fuddruckers,  Inc. from September
1984 until November 1988. Mr.  Schwartz is Senior  Managing  Director--Corporate
Finance of Bear,  Stearns & Co.,  Inc.,  and a director of its parent,  The Bear
Stearns Companies, Inc. He has been associated with such investment banking firm
for more than five years.  Mr.  Schwartz is a director of Young & Rubicam,  Inc.
and a member of the Board of  Visitors  of the Fuqua  School of Business at Duke
University.


Executive Officers of the Registrant

Certain  information is set forth below concerning the executive officers of the
Company, each of whom has been elected to serve until the regular meeting of the
Board of Directors  and until his successor is duly elected and  qualified.  The
executive officers of the Company are as follows:

Name                     Age           Position
----                     ---           --------

Donald C. Moore          44            Director, Chief Executive Officer,
                                       Chief Financial Officer and
                                       Treasurer

Donna L. Depoian         38            Vice President, General
                                       Counsel and Secretary

     Donald C. Moore has served as Chief Executive Officer and a Director of the
Company  since July 1998.  He has served as Executive  Vice  President and Chief
Financial  Officer and  Treasurer of the Company  since June 1998 and was Senior
Vice  President  and Chief  Financial  Officer and  Treasurer  from May 1997. He
served as Senior Vice  President  and Chief  Financial  Officer and Treasurer of
DAKA  International  from January 1997 to May 1997.  From  November 1995 through
October 1996 he served as Senior Vice President and Chief Financial  Officer for
Al Copeland  Investments,  a multi-business,  privately held  corporation.  From
August 1990  until  August 1995 he served  principally  as Senior Vice President
and Chief  Financial  Officer  of Rally's  Hamburgers,  Inc.,  a  publicly  held
multi-unit quick service hamburger operator and franchiser.  Mr. Moore is also a
director of Restaurant Consulting Services, Inc. and La Salsa Holding Co.

     Donna L.  Depoian  has served as  Secretary,  Vice  President  and  General
Counsel of the Company  since May 1998.  She served as Assistant  Secretary  and
Acting General Counsel from February 1998 to May 1998 and as Assistant Secretary
and  Corporate  Counsel  since July 1997.  Ms.  Depoian also served as Assistant
Secretary and Corporate Counsel for DAKA  International,  Inc. since April 1994.
From May 1989 to April 1994,  she  practiced  as an attorney for Bass & Doherty,
P.C., a Boston law firm  concentrating  in business and commercial  real estate.
From  February  1988 to April 1989 she  practiced  as an attorney  for  Rossman,
Rossman and Eschelbacher, a Boston based law firm.

Item 11. Executive Compensation.

     Insofar as  historical  information  on the executive  compensation  of the
Company's  officers  as such is not  available  prior to fiscal  year 1998,  the
following  tables provide  information as to  compensation  paid by DAKA and its
subsidiaries  prior to the Spin-Off  Transaction during each of the two previous
fiscal  years  ending  with the fiscal  year  ended  June 29,  1997 to the Chief
Executive Officer and the four other most highly compensated  executive officers





<PAGE>



whose  total  salary  and  bonus for  fiscal  year 1998  exceeded  $100,000.  In
addition, compensation information is provided with respect to two persons whose
employment terminated during the fiscal year.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                     Long-Term
                                                                                   Compensation
                                               Annual                                 Awards
          Name and                          Compensation           Other Annual     Options/       All Other
     Principal Position          Year    Salary       Bonus       Compensation        SARs(1)     Compensation
     ------------------          ----    ------       -----       ------------    -------------   ------------
<S>                              <C>    <C>          <C>           <C>              <C>             <C>
William H. Baumhauer(2)          1998   $450,500                                    $250,000                        (3)
     Former Chairman and         1997    449,869                                                    $265,014(4)
     Chief Executive Officer     1996    369,558     $200,000

Donald C. Moore(5)               1998   $187,981     $ 80,000                         35,000 
     Chief Executive Officer and 1997     70,673       30,000      $ 40,820(6)
     Chief Financial Officer     1996

K.C. Moylan(7)                   1998   $200,000     $ 80,000      $ 31,000(8)        50,000  
     President and Chief         1997    163,130       50,000
     Executive Officer,          1996     51,923                                      21,000(9)        
     Champps Entertainment, Inc. 

Richard B. Wolf                  1998   $150,000     $ 17,500      $ 28,600(8)        25,000
     Senior Vice President and   1997    150,000
     Chief Operating Officer     1996    147,500       10,000

Richard K. Hendrie               1998   $145,000     $ 13,500      $ 25,000(8)        25,000
     Senior Vice President       1997    145,000
     of Marketing                1996    142,000       10,000

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

Dean P. Vlahos(10)               1998   $224,815                                                      (11)
     Former President and        1997    348,009
     Chief Executive Officer     1996    264,500
     Champps Entertainment, Inc.

Allen R. Maxwell(12)             1998   $ 78,076                   $ 40,800(8)
     President and Chief         1997    270,211
     Operating Office,           1996    254,527     $ 50,000      $ 60,000(13)       30,000(14)
     DAKA International, Inc.
</TABLE>

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

(1)  Represents the number of options to acquire Common Stock granted during the
     fiscal year.

(2)  As of July 1998, Mr. Baumhauer was no longer an employee of the Company.

(3)  Mr.  Baumhauer's  severance   arrangements  are  described  under  "Certain
     Relationships and Related Transactions."

(4)  Represents  amounts earned under Mr.  Baumhauer's long term incentive plan,
     which  vested  during   fiscal  1997.  In  connection   with  the  Spin-Off
     Transaction, the Company's Board of Directors determined to pay amounts due
     to Mr.  Baumhauer  pursuant  to his long term  incentive  plan  through the
     issuance of Common  Stock of the Company  rather than in cash.  On July 23,
     1997 the Company  issued to Mr.  Baumhauer  37,973  shares of Common Stock,
     having  a value  of  $265,014  based on the  average  closing  price of the
     Company's Common Stock during the period of July 21 through July 23, 1997.

(5)  Mr.  Moore was  appointed  Chief  Executive  Officer of the Company in July
     1998.




<PAGE>



(6)  Represents reimbursed relocation expenses.

(7)  Mr. Moylan  was appointed  President and Chief Executive Officer of Champps
     in February 1998.

(8)  Represents  amounts  paid in  connection  with  the  re-purchase  of  stock
     options.

(9)  Granted on February  19, 1996  pursuant to a long term  incentive  plan for
     management  pursuant  to which the options  will vest 100% on February  19,
     1999.  As issued,  such options were options to purchase  DAKA common stock
     and had an exercise  price equal to $22.63 per share (the fair market price
     of DAKA common  stock as of the date of grant) with respect to one third of
     the options granted,  $24.32 per share with respect to another one third of
     the options  granted and $26.02 per share with respect to the remaining one
     third of the options  granted.  As  converted  pursuant to the terms of the
     Spin-Off Transaction,  such options became options to purchase Common Stock
     of the Company  and have an  exercise  price equal to $10.91 per share with
     respect to one third of the options granted,  $11.72 per share with respect
     to  another  one third of the  options  granted  and  $12.54 per share with
     respect to the remaining one third of the options granted.

(10) As of February 1998, Mr. Vlahos was no longer employed by the Company.

(11) Mr.   Vlahos'   severance   arrangements   are  described   under  "Certain
     Relationships and Related Transactions."

(12) As of the completion of the Spin-off  Transaction in July 1997, Mr. Maxwell
     was no longer  employed by the  Company but  continued to be  a Director of
     the Company. Mr. Maxwell died in January 1998.

(13) In lieu of the receipt of senior  executive stock options in fiscal 1992 in
     connection with the  recapitalization of DAKA, DAKA provided to Mr. Maxwell
     an annuity for which DAKA paid to an insurance company $60,000 per year for
     five  years,  which  payments  commenced  in fiscal  year 1992 and ended in
     fiscal year 1996.

(14) Granted  on August 1,  1995  pursuant  to a  long-term  incentive  plan for
     management  pursuant to which the options vested 100% on August 1, 1998. As
     issued,  such options were options to purchase DAKA common stock and had an
     exercise  price  equal to $24.00 per share (the fair  market  price of DAKA
     common  stock as of the date of  grant)  with  respect  to one third of the
     options granted,  $25.80 per share with respect to another one third of the
     options  granted  and $27.60 per share with  respect to the  remaining  one
     third of the options  granted.  As  converted  pursuant to the terms of the
     Spin-Off Transaction,  such options became options to purchase Common Stock
     of the Company  and have an  exercise  price equal to $11.57 per share with
     respect to one third of the options granted,  $12.44 per share with respect
     to  another  one third of the  options  granted  and  $13.30 per share with
     respect to the remaining one third of the options granted.


                          Option Grants in Fiscal 1998

<TABLE>
<CAPTION>
                                                                                          Potential Realizable
                                                                                            Values at Assumed
                                                  % of                                     Annual Rates of Stock
                                              Total Options                                Price Appreciation           
                                                Granted to    Exercise                       for Option Term
                                  Options     Employees in     Price      Expiration       ----------------------
              Name                Granted      Fiscal Year    Per Share      Date          5% ($)          10% ($)
              ----                -------    ---------------  ---------      ----          ------          -------
<S>                               <C>           <C>            <C>         <C>            <C>              <C>
William H. Baumhauer              250,000(1)    44%            $6.31       06/30/99       $ 78,875         $157,750

Donald C. Moore                   35,000(2)      6%             6.31       08/06/07        138,891          351,978

K.C. Moylan                       50,000(1)      9%             6.31       08/06/07        198,415          502,825

Richard B. Wolf                   25,000(1)      4%             6.31       08/06/07         99,208          251,413

Richard K. Hendrie                25,000(1)      4%             6.31       08/06/07         99,208          251,413
</TABLE>

(1)  Such options vest as to 25%, 25% and 50% of the amount of the grant on each
     of the  first,  second  and  third  anniversaries  of the  date  of  grant,
     respectively,  and under  their  existing  terms will vest in full upon the
     consummation of the Proposed Fuddruckers Transaction.

(2)  Such options vest in full on the third anniversary of the date of grant and
     under their existing terms will vest in full upon the  consummation  of the
     Proposed Fuddruckers Transaction.

<PAGE>



                    Aggregate Option Exercises in Fiscal 1998
                           and Year-End Option Values
<TABLE>
<CAPTION>
                                                                          Value of Outstanding
                                            Number of Beneficial          In-the-Money Options
                  Shares                 Options at Fiscal Year-End       at Fiscal Year-End
                 Acquired     Value      --------------------------       ------------------
Name           On Exercise   Realized    Exercisable  Unexercisable    Exercisable  Unexercisable
----           -----------   --------    -----------  -------------    -----------  -------------
<S>             <C>           <C>         <C>           <C>              <C>          <C>
N/A             N/A           N/A         N/A           N/A              N/A          N/A
</TABLE>
There  were no  options  exercised  in  fiscal  year  1998  by any of the  named
executive officers (as defined in Item 402 of Regulation S-K).


                 Long-Term Incentive Plan--Award in Fiscal 1998
<TABLE>
<CAPTION>
                                                       Performance
                                     Number of          or Other            Estimated Future Payouts Under
                                   Shares, Units      Period Until           Non Stock-Price-Based Plans
                                     or Other          Maturation            ---------------------------
                Name                  Rights            or Payout        Threshold    Target       Maximum
                ----                  ------            ---------        ---------    ------       -------
<S>                                     <C>           <C>                    <C>           <C>        <C>
William H. Baumhauer.........           (1)           June 30, 1997          (1)           (1)        (1)
</TABLE>


(1)      The long-term  incentive plan  implemented by DAKA's Board of Directors
         on July 3, 1994 for the Chief Executive Officer was designed to provide
         an incentive  payment,  payable at DAKA's  option in the form of either
         cash or stock, equal to 2% of the increase in the market value of DAKA,
         as  determined by the average 30 day trading price of DAKA common stock
         and the weighted  average  number of shares  outstanding,  from July 3,
         1994 to June 30, 1997 in excess of 15% of the market  value at June 30,
         1994. As of June 30, 1997, Mr.  Baumhauer's vested award under the plan
         amounted  to 2% of the excess (if any) of (A) the market  value of DAKA
         as of June 30, 1997 (determined  based on the average aggregate trading
         price of the outstanding  shares of DAKA common stock during the period
         beginning June 1, 1997 and ending June 30, 1997) over (B) $137,776,000.
         To take into  account  the impact of the  Spin-Off  Transaction  on the
         operation  of the plan,  the Board of  Directors  resolved to treat Mr.
         Baumhauer's  vested  award as the  equivalent  of an option to  acquire
         228,260  shares of DAKA  common  stock at a price of $12.07  per share.
         Upon the  consummation of the Spin-Off  Transaction  such deemed option
         was canceled  through the issuance to Mr. Baumhauer of 37,973 shares of
         the  Company's  Common Stock,  having a value of $265,014  based on the
         average closing price of the Common Stock during the three trading days
         immediately following the completion of the Spin-Off Transaction.

Directors' Compensation

     In fiscal year 1998,  non-employee  Directors received a quarterly retainer
of $3,000 and a fee of $1,000 per meeting  attended,  plus travel  expenses.  In
connection  with  their  agreement  to serve on the  Board of  Directors  of the
Company following the Spin-Off Transaction,  each non-employee director received
in connection  with the Spin-Off  Transaction an option to purchase 2,500 shares
of Common  Stock at an  exercise  price  equal to the fair  market  value of the
Common Stock as of the date of grant. In addition,  Messrs. Cox and Schwartz and
Ms. Belton each  received  $2,400 in connection  with the  re-purchase  of stock
options.

Employment Agreement

     The Moore  Employment  Agreement:  On August 12, 1998, the Company  entered
into an employment  agreement with Donald C. Moore to serve the Company as chief
executive  officer and chief financial  officer.  The agreement  provides for an
initial  term of one (1) year and for  automatic  renewal  each year so that the





<PAGE>



residual  term of such  agreement  is  never  less  than  one  year.  Under  the
agreement,  Mr.  Moore  receives an annual base salary of  $250,000,  subject to
adjustment at the  discretion of the Board of Directors.  The agreement  further
provides  that,  in the event the  Company  terminates  Mr.  Moore's  employment
without  "cause" (as defined  below) or Mr. Moore  terminates his employment for
"good  reason" (as defined  below),  the Company  shall pay Mr.  Moore an amount
equal to Mr. Moore's cash  compensation for two years.  "Good reason" is defined
in the  agreement as (i) an  assignment  to Mr. Moore of duties other than those
contemplated  by the  agreement,  or a limitation on the powers of Mr. Moore not
contemplated by the agreement,  (ii) the removal of Mr. Moore from or failure to
elect Mr. Moore to his named position, including the position of chief executive
officer,  or (iii) a reduction in Mr. Moore's rate of  compensation  or level of
fringe  benefits.  "Cause" is defined in the agreement as Mr.  Moore's (i) theft
from or fraud on the  Company,  (ii)  conviction  of a felony  or crime of moral
turpitude, (iii) willful violation of the terms of the agreement, (iv) conscious
disregard   or  neglect  of  his  duties,   or  (v)  willful  and   demonstrated
unwillingness   to  perform  his  duties  under  the  agreement.   The  Proposed
Fuddruckers  Transaction  itself will not trigger any of Mr.  Moore's  rights or
termination benefits under his employment agreement.

Indemnification Agreements

     The Company has entered into Indemnification Agreements with certain of the
executive  officers of the Company and members of the Board who are not officers
of the Company (the "Indemnitees"),  pursuant to which the Company has agreed to
advance  expenses and indemnify such  Indemnitees  against  certain  liabilities
incurred  in  connection  with  their  services  as  executive  officers  and/or
directors  of the Company and in  connection  with their  services as  executive
officers  and/or  directors  of DAKA  prior to the  completion  of the  Spin-Off
Transaction. In the event of a proceeding brought against an Indemnitee by or in
the right of DAKA or the  Company,  such  Indemnitee  shall not be  entitled  to
indemnification  if such  Indemnitee  is  adjudged  to be  liable to DAKA or the
Company,   as  the  case  may  be,  or  if   applicable   law   prohibits   such
indemnification;   provided,  however,  that,  if  applicable  law  so  permits,
indemnification  shall nevertheless be made by the Company in such event if, and
only to the extent  that,  the Court of  Chancery of the State of  Delaware,  or
another  court in which such  proceeding  shall have been brought or is pending,
shall determine.

     Under  the  terms of each  Indemnification  Agreement,  the  Company  shall
advance all reasonable  expenses  incurred by or on behalf of such Indemnitee in
connection with any proceeding in which such Indemnitee is involved by reason of




<PAGE>



Indemnitee's service to the Company or by reason of Indemnitee's service to DAKA
prior to the  completion  of the  Spin-Off  Transaction.  Such  statement  shall
include,  among other things,  an undertaking by or on behalf of such Indemnitee
to repay any expenses so advanced if it shall be ultimately determined that such
Indemnitee is not entitled to indemnification for such expenses.

Compensation Committee  Interlocks

     Alan D.  Schwartz,  a director  of the  Company who is also a member of the
Compensation  Committee, is Senior Managing  Director-Corporate  Finance of Bear
Stearns.  Bear Stearns acted as financial advisor to DAKA in connection with the
Spin-Off  Transaction  and earned a fee of  approximately  $1.8 million for such
services,  which remains  payable.  In the past Bear Stearns and its  affiliates
have  provided  financial  advisory  and  financing  services  to DAKA  and have
received  fees for  rendering  such  services.  In  addition,  Bear  Stearns  is
presently  acting as advisor to the Company in connection  with  evaluating  and
seeking financial and strategic  alternatives,  including a possible sale of the
Company.

Compensation Committee Report

     The Compensation Committee reviews and approves compensation levels for the
Company's   executive  officers  and  oversees  and  administers  the  Company's
executive  compensation  programs.  All members of the  Compensation  Committee,
listed at the end of this report,  are outside directors who are not eligible to
participate  in  the  compensation  programs  that  the  Compensation  Committee
oversees  except  for   non-discretionary   option  grants.   See  "--Directors'
Compensation."

     Philosophy:  The Compensation  Committee believes that the interests of the
Company's  stockholders  are best served when  compensation is directly  aligned
with the Company's financial performance.  Therefore, the Compensation Committee
has  approved  overall  compensation  programs  which award a  competitive  base
salary, and then encourage exceptional  performance through meaningful incentive
awards, both short and long term, which are tied to the Company's performance.

     Responsibilities:   The  responsibilities  of  the  Compensation  Committee
include:

     -    developing  compensation  programs  that are  consistent  with and are
          linked to the Company's strategy;

     -    assessing  the   performance   of  and   determining   an  appropriate
          compensation package for the Chief Executive Officer; and

     -    ensuring that  compensation for the other executive  officers reflects
          individual, team, and the Company's performance appropriately.

     Purpose: The Company's executive compensation programs are designed to:

     -    attract, retain, and motivate key executive officers;

     -    link  the  interests  of  executive   officers  with  stockholders  by
          encouraging stock ownership;

     -    support  the  Company's  goal  of  providing  superior  value  to  its
          stockholders and customers; and

     -    provide  appropriate  incentives  for  executive  officers,  based  on
          achieving key operating and organizational goals.




<PAGE>



     The   Compensation   Committee   believes  that  the  Company's   executive
compensation  policies should be reviewed during the first quarter of the fiscal
year when the financial results of the prior fiscal year become  available.  The
policies  should be reviewed in light of their  consistency  with the  Company's
financial performance,  its business plan and its position within the restaurant
industry,  as well as the  compensation  policies  of similar  companies  in the
restaurant  business.  The  compensation  of  individual  executives is reviewed
annually by the  Compensation  Committee in light of its executive  compensation
policies for that year.

     In setting and  reviewing  compensation  for the  executive  officers,  the
Compensation  Committee  considers  a number of  different  factors  designed to
assure that compensation levels are properly aligned with the Company's business
strategy,  corporate  culture  and  operating  performance.  Among  the  factors
considered are the following:

          Comparability -- The Compensation Committee considers the compensation
     packages of similarly situated executives at companies deemed comparable to
     the  Company.   The  objective  is  to  maintain   competitiveness  in  the
     marketplace in order to attract and retain the highest quality  executives.
     This is a principal factor in setting base levels of compensation.

          Pay  for  Performance  -- The  Compensation  Committee  believes  that
     compensation should in part be directly linked to operating performance. To
     achieve this link with regard to short-term  performance,  the Compensation
     Committee  relies  on cash  bonuses  which are  determined  on the basis of
     certain  objective  criteria  and  recommendations  of the Chief  Executive
     Officer.

          Equity   Ownership  --  The  Compensation   Committee   believes  that
     equity-based,   long-term   compensation   aligns  executives'   long-range
     interests  with  those  of  the  stockholders.  These  long-term  incentive
     programs  are   reflected  in  the  Company's   stock  option  plans.   The
     Compensation Committee believes that significant stock ownership is a major
     incentive in building  stockholder value and reviews grants of options with
     that goal in mind.

          Qualitative  Factors -- The  Compensation  Committee  believes that in
     addition to corporate  performance and specific  business unit performance,
     in setting  and  reviewing  executive  compensation  it is  appropriate  to
     consider the personal  contributions that a particular  individual may make
     to the  overall  success  of  the  Company.  Such  qualitative  factors  as
     leadership skills,  planning initiatives and employee development have been
     deemed  to be  important  qualitative  factors  to  take  into  account  in
     considering levels of compensation.

     Annual  Cash  Compensation:  Annual  cash  compensation  for the  executive
officers consists of a base salary and a variable, at-risk incentive bonus under
the Company's Management Annual Incentive Plan.

     It is the Company's  general policy to pay competitive base compensation to
its executive  officers.  The  Compensation  Committee  annually reviews and, if
appropriate,  adjusts  executive  officers' base salaries.  In making individual
base  salary   recommendations,   the  Compensation   Committee   considers  the
executive's experience,  management and leadership ability and technical skills,
his or her compensation  history, as well as the performance of the Company as a
whole and, where applicable, the performance of specific business units.

     Under the Management  Annual  Incentive  Plan, each executive is assigned a
target  incentive  award.  This incentive  award,  or some portion  thereof,  is
"earned"  through a  combination  of four factors:  the  Company's  performance,
business unit performance, attainment of predetermined individual goals, and the
level of  personal/leadership  impact.  This evaluation  process is not strictly
quantitative,  but is largely based on  qualitative  judgments made by the Chief
Executive Officer related to individual, team, and the Company's performance.



<PAGE>



     Under DAKA's CEO Long Term  Incentive  Plan Mr.  Baumhauer  was eligible to
earn a  percentage  of an  increase  in  DAKA's  value,  as  measured  by  stock
appreciation above a predetermined rate of return,  over a specified  three-year
period.  The amount due under the CEO Long Term Incentive Plan vested at the end
of fiscal year 1997. The Compensation  Committee determined that, as a result of
the Spin-Off Transaction,  the Company would pay the amounts due under the under
the CEO Long Term Incentive Plan through the issuance of Common Stock.

     Chief Executive  Officer  Compensation:  Mr. Moore,  the Company's  current
Chief  Executive  Officer,  was  determined  by the Board of Directors to be the
logical choice to serve as the Company's acting Chief Executive Officer upon the
departure of Mr. Baumhauer. Upon the appointment of Mr. Moore as Chief Executive
Officer,   Mr.   Moore's   salary  was  adjusted   commensurate   with  his  new
responsibilities. Mr. Moore is serving as Chief Executive Officer pursuant to an
employment  contract that includes severance  provisions  intended to create and
incentive  for Mr. Moore to continue to serve as Chief  Executive  Officer while
the Company  resolves  issues  concerning  its  strategic  direction.  Mr. Moore
participates in the compensation programs as outlined above. Mr. Baumhauer,  who
served as the Company's  Chief  Executive  Officer  during fiscal year 1998, was
employed by the Company pursuant to an employment  contract.  He participated in
the compensation programs as outlined above.

     Compensation  of  Other  Officers:  The  Company's  executive  compensation
program for other executive officers is described above,  although the corporate
business unit and individual performance goals and the relative weighting of the
quantitative  performance  factors  described  above varies,  depending upon the
responsibilities of particular officers.

                                                                   Erline Belton
                                                                        E.L. Cox
                                                                Alan D. Schwartz

Performance Graph

[GRAPH]

                                            07/15/97          06/26/98
                                            --------          --------
Unique Casual Restaurants, Inc.             $100.00           $91.96
Peer Group                                  $100.00           $64.55
Russell 2000 Index                          $100.00           $119.44

     The   companies   included  in  the  peer  group  are:   Rare   Hospitality
International,  Inc.; Planet Hollywood International,  Inc.; Avado Brands, Inc.;
The Cheesecake Factory;  Dave and Buster's,  Inc.; Landry's Seafood Restaurants,
Inc.;  Rainforest  Cafe, Inc.; and Logan's  Roadhouse,  Inc. The returns of each
issuer in the  foregoing  group have been weighted  according to the  respective
company's stock market capitalizations as of the beginning of the period.

     The Common Stock prices shown are neither  indicative nor  determinative of
future stock price performance.

     The Company's  Common Stock was not publicly traded prior to July 15, 1997.
Accordingly,  stock  performance data is not presented for periods prior to that
date.





<PAGE>



Item 12. Security Ownership of Certain Beneficial Owners and Management

     The  following  table  sets  forth the  number  of  shares of Common  Stock
beneficially  owned as of October 13, 1998 by the chief executive  officer,  the
four other most  highly  compensated  executive  officers,  each  director,  all
directors  and  executive  officers of the  Company as a group,  and each person
known by the Company to be the beneficial  owner of more than 5% of any class of
the voting stock of the Company.

<TABLE>
<CAPTION>
                                                                  Amount and
                                                                   Nature of
                                                                  Beneficial                 Percent
Name and Address of Beneficial Owner                             Ownership(l)                Of Class
------------------------------------                             ------------                --------
<S>                                                            <C>                           <C>
Donald C. Moore(2)........................................        100,617(3)                   *%
E.L. Cox(2)...............................................         14,880(4)
Erline Belton (2).........................................         10,680(5)
Alan D. Schwartz(2).......................................         14,880(6)
Joseph W. O'Donnell (2)...................................          7,500(7)
K.C. Moylan(2)............................................         73,440(8)
Richard B. Wolf(2)........................................         36,465(9)
Richard K. Hendrie(2).....................................        25,000(10)
Donna L. Depoian(2).......................................        21,969(11)
Timothy R. Barakett(12)...................................     1,908,506(13)                 16.4
Douglas A. Hirsch(14).....................................       719,800(15)                  6.2
Franklin Resources, Inc.(16)..............................     1,114,500(17)                  9.6
Barrow, Hanley, Mewhinney & Strauss, Inc.(18).............       579,600(19)                  5.0
Atticus Management, Ltd.(20)..............................       820,200(21)                  7.1
Atticus International, Ltd. (22)..........................       820,200(23)                  7.1
All directors and executive officers
  as a group (9 persons)..................................       305,431(24)                  2.6
</TABLE>

-----------

* Less than 1%

(1)  Beneficial share ownership is determined pursuant to Rule 13d-3 promulgated
     under the  Exchange  Act.  Accordingly,  a  beneficial  owner of a security
     includes  any person who,  directly or  indirectly,  through any  contract,
     arrangement,  understanding,  relationship  or otherwise  has or shares the
     power to vote such security or the power to dispose of such  security.  The
     amounts set forth in the table as beneficially  owned include shares owned,
     if any,  by  spouses  and  relatives  living  in the same  home as to which
     beneficial ownership may be disclaimed.  The amounts set forth in the table
     as  beneficially  owned include shares of Common Stock which  directors and
     executive officers have the right to acquire pursuant to previously granted
     options exercisable within 60 days of October 13, 1998.

(2)  The address of the beneficial owner is c/o Unique Casual Restaurants, Inc.,
     One Corporate Place, 55 Ferncroft Road, Danvers, Massachusetts 01923.

(3)  Includes  100,000  shares of Common  Stock  issuable  upon the  exercise of
     options,  91,250 of which vest and are exercisable only upon the closing of
     the Proposed Transaction.

(4)  Includes  14,500  shares of Common  Stock  issuable  upon the  exercise  of
     options,  6,875 of which vest and are exercisable  only upon the closing of
     the Proposed Transaction.

(5)  Includes  10,000  shares of Common  Stock  issuable  upon the  exercise  of
     options,  5,675 of which vest and are exercisable  only upon the closing of
     the Proposed Transaction.

(6)  Includes  14,500  shares of Common  Stock  issuable  upon the  exercise  of
     options,  5,375 of which vest and are exercisable  only upon the closing of
     the Proposed Transaction.

(7)  Includes  7,500  shares of  Common  Stock  issuable  upon the  exercise  of
     options,  5,375 of which vest and are exercisable  only upon the closing of
     the Proposed Transaction.



<PAGE>



(8)  Includes  70,000  shares of Common  Stock  issuable  upon the  exercise  of
     options,  57,500 of which vest and are exercisable only upon the closing of
     the Proposed Transaction.

(9)  Includes  32,500  shares of Common  Stock  issuable  upon the  exercise  of
     options,  18,750 of which vest and are exercisable only upon the closing of
     the Proposed Transaction.

(10) Includes  25,000  shares of Common  Stock  issuable  upon the  exercise  of
     options,  18,750 of which vest and are exercisable only upon the closing of
     the Proposed Transaction.

(11) Includes  21,300  shares of Common  Stock  issuable  upon the  exercise  of
     options,  20,000 of which vest and are exercisable only upon the closing of
     the Proposed Transaction.

(12) The address of the beneficial  owner is c/o Atticus  Capital,  L.L.C.,  590
     Madison Avenue, 32nd Floor, New York, NY 10022.

(13) This  information is based on a Schedule  13D/A,  dated  September 1, 1998,
     filed by Timothy R.  Barakett  with the SEC.  Mr.  Barakett is the Managing
     Member of Atticus  Holdings,  L.L.C., a Delaware limited  liability company
     that serves as the general  partner of Atticus  Partners,  L.P. and Atticus
     Qualified Partners, L.P., which beneficially own 276,906 and 479,950 shares
     of Common  Stock,  respectively.  Mr.  Barakett  is also the  President  of
     Atticus Management, Ltd., an international business company organized under
     the laws of the  British  Virgin  Islands  that  serves as the  manager  of
     Atticus  International,  Ltd.,  which  beneficially  owns 820,200 shares of
     Common Stock.  Mr. Barakett is also the Managing Member of Atticus Capital,
     L.L.C,  which has  investment  discretion  with respect to certain  managed
     accounts (the "Managed  Accounts"),  which  collectively  beneficially  own
     331,450 shares of Common Stock.  Mr. Barakett is therefore deemed to be the
     beneficial  owner of all shares of Common Stock owned by Atticus  Partners,
     L.P., Atticus Qualified Partners, L.P., Atticus International, Ltd. and the
     Managed Accounts.

(14) The address of the beneficial owner is c/o Seneca Capital Advisors LLC, 830
     Third Avenue, 14th Floor, New York, NY 10022.

(15) Includes 569,800 shares  beneficially  owned by Seneca Capital Advisors LLC
     and Seneca Capital  Investments,  LLC, of which Mr. Hirsch is a controlling
     person.  Includes 150,000 shares with respect to which Mr. Hirsch disclaims
     beneficial  ownership.  This  information is based on a Schedule 13D, dated
     June 23, 1997,  filed by Seneca  Capital  Advisors LLC on behalf of Douglas
     Hirsch with the SEC.

(16) The address of the  beneficial  owner is 777  Mariners  Island  Blvd.,  6th
     Floor, San Mateo, CA 94404.

(17) This information is based on a Schedule 13G, dated February 11, 1998, filed
     by Franklin Resources, Inc. with the SEC.

(18) The address of the beneficial  owner is 3232 McKinney  Avenue,  15th Floor,
     Dallas, TX 75204-2429.

(19) This information is based on a Schedule 13G, dated February 13, 1997, filed
     by Barrow, Hanley, Mewhinney & Strauss, Inc. with the SEC.

(20) The address of the beneficial  owner is c/o Atticus  Capital,  L.L.C.,  590
     Madison Avenue, 32nd Floor, New York, NY 10022

(21) This  information is based on a Schedule  13D/A,  dated  September 1, 1998,
     filed  by  Atticus  Management,  Ltd.  with the SEC.  Mr.  Barakett  is the
     Managing Member of Atticus  Holdings,  L.L.C., a Delaware limited liability
     company that serves as the general  partner of Atticus  Partners,  L.P. and
     Atticus  Qualified  Partners,  L.P.,  which  beneficially  own  276,906 and
     479,950  shares of Common  Stock,  respectively.  Mr.  Barakett is also the
     President of Atticus  Management,  Ltd., an international  business company
     organized  under the laws of the British  Virgin Islands that serves as the
     manager of Atticus  International,  Ltd., which  beneficially  owns 820,200
     shares of Common Stock. Mr. Barakett is also the Managing Member of Atticus
     Capital, L.L.C, which has investment discretion with respect to the Managed
     Accounts,  which  collectively  beneficially  own 331,450  shares of Common
     Stock.  Mr. Barakett is therefore  deemed to be the beneficial owner of all
     shares of Common Stock owned by Atticus Partners,  L.P.,  Atticus Qualified
     Partners, L.P., Atticus International, Ltd. and the Managed Accounts.

(22) The address of the beneficial  owner is c/o Atticus  Capital,  L.L.C.,  590
     Madison Avenue, 32nd Floor, New York, New York 10022.



<PAGE>



(23) This  information is based on a Schedule  13D/A,  dated  September 1, 1998,
     filed by Atticus  International,  Ltd.  with the SEC.  Mr.  Barakett is the
     Managing Member of Atticus  Holdings,  L.L.C., a Delaware limited liability
     company that. serves as the general partner of Atticus  Partners,  L.P. and
     Atticus  Qualified  Partners,  L.P.,  which  beneficially  own  276,906 and
     479,950  shares of Common  Stock,  respectively,  Mr.  Barakett is also the
     President of Atticus  Management,  Ltd., an international  business company
     organized  under the laws of the British  Virgin Islands that serves as the
     manager of Atticus  International,  Ltd., which  beneficially  owns 820,200
     shares of Common Stock. Mr. Barakett is also the Managing Member of Atticus
     Capital, L.L.C, which has investment discretion with respect to the Managed
     Accounts,  which  collectively  beneficially  own 331,450  shares of Common
     Stock.  Mr. Barakett is therefore  deemed to be the beneficial owner of all
     shares of Common Stock owned by Atticus Partners,  L.P.,  Atticus Qualified
     Partners, L.P., Atticus International, Ltd. and the Managed Accounts.

(24) Includes  295,300  shares of Common  Stock  issuable  upon the  exercise of
     options, 229,550 of which vest and are exercisable only upon the closing of
     the Proposed Transaction.


Item 13. Certain Relationships and Related Transactions

     William H. Baumhauer,  the former  chairman and chief executive  officer of
the Company, was a party to an employment agreement with the Company.  Under the
agreement, Mr. Baumhauer received an annual base salary of $450,500,  subject to
adjustment at the discretion of the Board.  The Baumhauer  Employment  Agreement
further  provided  that in the  event the  Company  terminated  Mr.  Baumhauer's
employment without "cause" (as defined therein) or Mr. Baumhauer  terminated his
employment for "good reason" (as defined therein), the Company would be required
to pay Mr.  Baumhauer an amount equal to his cash  compensation for three years.
"Good reason" was defined in the agreement as (i) an assignment to Mr. Baumhauer
of duties other than those contemplated by the agreement, or a limitation on his
powers not contemplated by the agreement, (ii) the removal of Mr. Baumhauer from
or failure to elect him to his named position,  or (iii) a reduction in his rate
of  compensation  or  level of  fringe  benefits.  "Cause"  is  defined  in each
agreement  as Mr.  Baumhauer's  (i)  theft  from or fraud on the  Company,  (ii)
conviction of a felony or crime of moral turpitude,  (iii) willful  violation of
the terms of the agreement,  (iv) conscious  disregard or neglect of his duties,
or (v) willful and  demonstrated  unwillingness  to perform his duties under the
agreement.  The consummation of the Proposed Fuddruckers  Transaction would have
given rise to "Good Reason" under Mr. Baumhauer's employment agreement such that
he  would  have  become  entitled  to  termination  benefits  equal  to his base
compensation  for a period of three years  following a sale of Fuddruckers if he
resigned  after  the  closing  of  the  Proposed  Fuddruckers  Transaction.   In
connection  with  Mr.  Baumhauer's  resignation  in July  1998 to  pursue  other
opportunities,  the Company's  Board of Directors  reached an agreement with Mr.
Baumhauer  whereby,  in  consideration  of Mr.  Baumhauer's  contribution to the
Fuddruckers  business  and his  commitment  to  cooperate  with the  Company  in
satisfying  the various  pre-closing  covenants and  conditions  required by the
Stock Purchase  Agreement,  Mr. Baumhauer is entitled,  if and when the Proposed
Fuddruckers  Transaction is consummated,  to (i) a cash payment in the amount of
$675,000 and (ii) immediate  vesting of options to acquire 187,500 shares of the
Company's  Common  Stock at $6.31 per share which were not vested at the time of
Mr. Baumhauer's resignation,  which options would then be exercisable until June
30, 1999 and  terminate on that date unless  exercised.  In addition,  the Board
approved a bonus for Mr.  Baumhauer for his  performance  during fiscal 1998 and
resolved  to make the  payment of such bonus  contingent  on the  closing of the
Proposed Fuddruckers Transaction.

     Joseph W. O'Donnell,  a director of the Company who is also a member of the
Compensation  Committee,  is a principal  in Osgood,  O'Donnell  & Walsh,  which
provides marketing consulting services to the Company.  During fiscal year 1997,
the Company paid Osgood, O'Donnell & Walsh $83,086 for such services and related
expenses.   Mr.   O'Donnell  also  owns  a 66.2% interest  in  PulseBack,   Inc.
("PulseBack"),  a company in which the Company owns a 32.5% interest.  PulseBack
provides  customer  satisfaction  measurement  services to the  Company.  During
fiscal 1998, the Company paid PulseBack $112,433 for such services.




<PAGE>



     On February 2, 1998 the Company sold a  Company-owned Champps restaurant in
Minnetonka,  Minnesota to Dean P. Vlahos,  a former  Director of the Company and
the former  President and Chief  Executive  officer of Champps for $2.9 million,
representing  the  fair  value  of the  restaurant  based  upon  an  independent
appraisal.  The purchase price was settled  through a cash payment by Mr. Vlahos
of $1.5 million and the  cancellation of Mr. Vlahos'  employment  contract.  The
Company recognized a net gain of approximately $700,000 on this transaction.  As
part of this transaction,  the Company entered into a separation  agreement with
Mr. Vlahos which grants Mr. Vlahos the right,  subject to certain  restrictions,
to develop up to six  franchised  Champps  restaurants  in the United  States by
February 2, 2006.  Under the  separation  agreement,  Mr.  Vlahos will not pay a
franchise fee with respect to such restaurants and will pay a continuing royalty
of 1.25% of gross sales.

     Under Mr.  Vlahos'  employment  contract,  Mr.  Vlahos  provided  full-time
services to Champps in the capacity of Chief Executive Officer and President and
had the  authority to control the  operations  of Champps so long as the average
gross  revenues per square foot of the  Champps-owned  restaurants  was at least
$400.  During the period of Mr. Vlahos' full-time  employment,  Champps paid Mr.
Vlahos an initial base salary of $350,000 plus a bonus of 50% of his base salary
if he attained certain targets  established by the Board,  which amount could be
increased  to up to 100% of his base  salary  if he  exceeded  such  performance
targets  by  margins  determined  by the  Board.  Twenty  percent  (20%)  of the
potential  bonus  payments for Mr.  Vlahos were related to  performance  targets
established for DAKA as a whole (prior to the Spin-Off  Transaction)  and eighty
percent  (80%) were  related to  performance  targets  established  for Champps.
Following the Spin-Off  Transaction and the assumption of the Vlahos  Employment
Agreement,  20% of the potential  bonus  payments for Mr. Vlahos  related to the
Company  as a whole and 80%  related  to  performance  targets  established  for
Champps.  If Mr. Vlahos left the Company for "good reason," or was terminated by
the Company  without  "cause," during the term of his employment  contract,  the
Company would have been  obligated to pay Mr.  Vlahos his  remaining  salary and
bonus as  severance.  "Good  reason"  was  defined in such  agreement  as (i) an
assignment  to Mr.  Vlahos  of  duties  other  than  those  contemplated  by the
agreement,  or a limitation on the powers of Mr. Vlahos not  contemplated by the
agreement, (ii) the removal of Mr. Vlahos from or failure to elect Mr. Vlahos to
his named position,  or (iii) a reduction in Mr. Vlahos' rate of compensation or
level of fringe  benefits.  "Cause" was defined in the agreement as Mr.  Vlahos'
(i) theft  from or fraud on the  Company,  (ii)  conviction  of a felony,  (iii)
violation of the terms of the agreement,  (iv) conscious disregard or neglect of
his duties,  or (v)  demonstrated  unwillingness to perform his duties under the
agreement.  In the event that Mr.  Vlahos'  employment  was  terminated  for any
reason other than by the Company for cause,  Mr. Vlahos would have been provided
the  right,  subject to certain  obligations  to the  Company,  to  establish  a
franchise for up to five Champps  Americana  restaurants  anywhere in the world,
but no such  restaurant  could be within a 20 mile  radius of any other  Champps
restaurant, or in any territory that was franchised or licensed by Champps.




<PAGE>



                                     PART IV

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

The following are being filed as part of this Annual Report on Form 10-K.

A.       Financial Statements:

***      Independent Auditors' Report

***      Consolidated Balance Sheets - June 28, 1998 and June 29, 1997

***      Consolidated Statements of Operations - Years ended June 28, 1998, June
         29, 1997 and 1996.

***      Consolidated Statements of Cash Flows - Years ended June 28, 1998, June
         29, 1997 and 1996.

***      Consolidated  Statements  of  Changes in  Stockholders'  Equity - Years
         ended June 28, 1998, June 29, 1997 and 1996.

***      Notes to Consolidated Financial Statements - Years ended June 28, 1998,
         June 29, 1997 and 1996.

B.       Financial Statement Schedules:

         There  are no  Financial  Statement  Schedules  required  to be  filed.
         Information  required by Article 12 of  Regulation  S-X with respect to
         Valuation and Qualifying Accounts has been included in the Notes to the
         Consolidated Financial Statements.
  

 

<PAGE>



C.         Exhibits:

*  2.1     Agreement and Plan of Merger, dated as of May 27, 1997,  by and among
           Compass Interim,  Inc. ("Compass  Interim"),  Compass Holdings,  Inc.
           ("Purchaser"),  Compass Group PLC ("Parent") and DAKA  International,
           Inc. ("DAKA International").

*  2.2     Reorganization  Agreement dated as of May 27, 1997, by and among
           DAKA  International,  Daka, Inc.  ("Daka"),  the Company,  Parent and
           Compass Holdings, together with certain exhibits thereto.

*  2.3     Agreement  and  Plan of  Merger  among  Champps  Entertainment,  Inc.
           ("Champps"),  DAKA and CEI Acquisition Corp., dated as of October 10,
           1995,   incorporated  herein  by  reference  to  DAKA's  Registration
           Statement on Form S-4 (File No. 33-65425) ("1996 DAKA Form S-4").

** 2.4     Series D Convertible  Preferred Stock and Warrant Purchase Agreement,
           dated as of January 12, 1996,  by and among La Salsa  Holding Co. and
           Casual Dining Ventures, Inc. Pursuant to Item 601(b)(2) of Regulation
           S-K, the  Schedules to the Series D Convertible  Preferred  Stock and
           Warrant Purchase Agreement are omitted. The Company hereby undertakes
           to  furnish  supplementally  a copy of any  omitted  Schedule  to the
           Commission upon request.

** 2.5     Stock  Purchase  Agreement,  dated as of March 18, 1996, by and among
           Casual Dining Ventures,  Inc., DAKA, Champps Development Group, Inc.,
           Steven J. Wagenheim,  Arthur E. Pew, III, PDS Financial  Corporation,
           Douglas B. Tenpas and certain other  stockholders of Americana Dining
           Corp.  Pursuant to Item 601(b)(2) of Regulation S-K, the Schedules to
           the  Stock  Purchase  Agreement  are  omitted.   The  Company  hereby
           undertakes to furnish  supplementally  a copy of any omitted Schedule
           to the Commission upon request.

** 2.6     Asset Purchase  Agreement,  dated March 18, 1996,  between  Americana
           Dining Corp., as Seller, and New Brighton  Ventures,  Inc., as Buyer.
           Pursuant to Item  601(b)(2) of  Regulation  S-K, the Schedules to the
           Asset Purchase  Agreement are omitted.  The Company hereby undertakes
           to  furnish  supplementally  a copy of any  omitted  Schedule  to the
           Commission upon request.

** 2.7     Stock Purchase Agreement, dated as of March 29,  1996,  by and  among
           DAKA, The Great Bagel & Coffee Franchising Corp., GBC Credit Company,
           Gemini Production  Facility,  Inc., The Great Bagel & Coffee Company,
           Mark C. Gordon,  Brian H. Loeb, Jason R. Olivier,  Michael F. Zerbib,
           Nicholas D. Zerbib, and Thierry E. Zerbib. Pursuant to Item 601(b)(2)
           of Regulation S-K, the Schedules to the Stock Purchase  Agreement are
           omitted.  The Company hereby  undertakes to furnish  supplementally a
           copy of any omitted Schedule to the Commission upon request.

** 2.8     Stock  Purchase  Agreement,  dated as of March 31, 1996, by and among
           Casual Dining Ventures,  Inc., DAKA and Edgebrook,  Inc.  Pursuant to
           Item 601(b)(2) of Regulation S-K, the Schedules to the Stock Purchase
           Agreement  are  omitted.  The Company  hereby  undertakes  to furnish
           supplementally  a copy of any omitted Schedule to the Commission upon
           request.

*  3.1     Certificate of Incorporation of the Company.

*  3.2     By-laws of the Company

*  3.3     Form  of  Amended and  Restated  Certificate of  Incorporation of the
           Company.



<PAGE>



*  3.4     Form of Amended and Restated By-laws of the Company.

   3.5     Certificate of  Designations,  Preferences  and Rights of a Series of
           Preferred Stock of the Company, dated January 30, 1998,  incorporated
           herein by reference to the Company's Current Report on Form 8-K filed
           February 2, 1998.

   4.2     Amended  and  Restated  Shareholder  Rights  Agreement,  dated  as of
           January 30, 1998, between the Company and American Stock Transfer and
           Trust Company,  as Rights Agent,  incorporated herein by reference to
           the Company's Current Report on Form 8-K filed February 2, 1998.

*  4.1     Specimen Stock Certificate for shares of the UCRI Common Stock.

*  10.1    Tax Allocation Agreement dated as of May 27, 1997, by and among DAKA,
           the Company, and Parent.

*  10.2    Post-Closing  Covenants  Agreement,  dated as of May 27, 1997, by and
           among DAKA,  Daka,  Inc., the Company,  Champps,  Fuddruckers,  Inc.,
           Purchaser and Parent.

*  10.3    Stock Purchase Agreement, dated as of  May  26,  1997, between  DAKA,
           Parent,  Purchaser,  First Chicago  Equity  Corporation,  Cross Creek
           Partners I and the other holders of Series A Preferred Stock of DAKA.

*  10.4    Form of the Company's 1997 Stock Option and Incentive Plan.

*  10.5    Form of the Company's 1997 Stock Purchase Plan.

*  10.6    Form of Indemnification Agreement, by and  between  the  Company  and
           directors and officers of DAKA.

*  10.7    Employment Agreement, dated as  of January 1, 1997, by  and  between 
           DAKA and William H. Baumhauer.

*  10.8    Employment Agreement,  dated  as of January 1, 1997, by  and between 
           DAKA and Allen R. Maxwell.

*  10.9    Employment Agreement,  dated as of  February 21, 1996,  by and among 
           Dean P. Vlahos, DAKA and Champps.

**10.10    Third  Amended and Restated  Registration  Rights  Agreement,  dated 
           as of January 12, 1996,  by and among La Salsa  Holding Co., FMA High
           Yield Income L.P.,  WSIS Flexible  Income  Partners  L.P.,  WSIS High
           Income L.P., Howdy S. Kabrins,  La Salsa, Inc., Crown Associates III,
           L.P., Crown-Glynn Associates, L.P., Nueberger & Berman as Trustee for
           the Crown Trust, Theodore H. Ashford, Noro-Moseley Partners II, L.P.,
           Seidler  Salsa,  L.P.,  Bankers Trust  Company as Master  Trustee for
           Hughes Aircraft  Retirement Plans,  Charles A. Lynch,  Sienna Limited
           Partnership I, Sienna Limited Partnership II, Sienna Holdings,  Inc.,
           as Nominee,  InterWest  Partners IV, Donald  Benjamin,  Vicki Tanner,
           Ronald  D.  Weinstock,  Inc.,  Frank  Holdraker,  and  Casual  Dining
           Ventures, Inc.


<PAGE>


**10.11    Fourth  Amended and Restated  Restricted  Stock  Agreement,  dated as
           of January 12,  1996,  by and among La Salsa  Holding  Co.,  Howdy S.
           Kabrins, La Salsa, Inc., InterWest Partners IV, Sienna Holding, Inc.,
           Sienna Limited Partnership I, Charles A. Lynch,  Theodore H. Ashford,
           Crown Associates III, L.P., Crown-Glynn Associates, L.P., Nueberger &
           Berman as Trustee  for The Crown  Trust,  Noro-Moseley  Partners  II,
           L.P., Seidler Salsa, L.P., Bankers Trust Company,  as Master Trustee,
           for Hughes  Aircraft  Retirement  Plans,  FMA High Yield Income L.P.,
           WSIS  Flexible  Income  Partners  L.P.,  WSIS High Yield Income L.P.,
           Sienna Limited Partnership II, Donald Benjamin,  Vicki Tanner, Ronald
           D. Weinstock, Inc., Frank Holdraker, and Casual Dining Ventures, Inc.

**10.12    La  Salsa  Holding  Co.  Warrant  to  Purchase  Shares  of  Series  D
           Convertible  Preferred Stock, dated as of January 12, 1996, issued to
           Casual Dining Ventures, Inc. by La Salsa Holding Co.

**10.13    Severance, Non-Competition  and Confidentiality  Agreement,  dated as
           of March 18, 1996,  between Steven J. Wagenheim and Americana  Dining
           Corp.

**10.14    La  Salsa  License  Agreement,  dated as of February 14, 1996, by and
           between La Salsa Franchise, Inc. and La Salsa Holding Co.

***10.15   Separation Agreement, dated as of February 2, 1998, by and among Dean
           P. Vlahos, the Company and Champps.

***10.16   Asset  Purchase  Agreement,  dated  as  of  February 2, 1998,  by and
           between Dean P. Vlahos and Champps.

***10.17   Champps Restaurant  Development  Agreement,  dated  as of February 2,
           1998, by and between Dean P. Vlahos and Champps.

***10.18   Venturino Settlement  Agreement,  dated as of December,  1997, by and
           among Rita Venturino,  Cosmos Phillips and Matthew  Minogue,  et. al.
           and DAKA International, Inc. and William H. Baumhauer.

***10.19   Stock Purchase  Agreement,  dated as of July 31, 1998, by and between
           King Cannon, Inc. and Unique Casual. Restaurants, Inc.

***10.20   Employment  Agreement,  dated  as of August 12, 1998,  by and between
           Unique Casual Restaurants, Inc. and Donald C. Moore.

   10.21   Post-Closing Payments Agreement, dated as of January 21, 1998, by and
           among DAKA  International,  Inc., Daka, Inc.,  Compass Group PCL, the
           Company, Champps and Fuddruckers.

***21.1    Subsidiaries of the Company.

***23.1    Consent of Deloitte & Touche LLP

***24.1    Powers of Attorney.

*   Incorporated  herein  by reference to the Company's  Registration  Statement
    on Form 10 filed June 3, 1997, as amended.

**  Incorporated herein by reference to the Annual  Report on Form 10-K  of DAKA
    International for the year ended June 29, 1996.

*** Previously filed

D. Reports on Form 8-K

   Not applicable.


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                           UNIQUE CASUAL RESTAURANTS, INC.
                                           (Registrant)


                                           By:  /s/Donald C. Moore
                                           -----------------------
                                           Donald C. Moore
                                           Director, Chief Executive Officer,
                                           Chief Financial Officer and Treasurer
                                           (Principal Executive, Financial and
                                           Accounting Officer)

Date:  October 26, 1998


Pursuant to the requirement of the Securities  Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant,  and
in the capacities and on the date indicated.

Signature                                 Title

E. L. Cox*                                Chairman of the Board

Joseph W. O'Donnell*                      Director

Erline Belton*                            Director

Alan D. Schwartz*                         Director

/s/Donald C. Moore                        Director, Chief Executive Officer,
------------------------                  Chief Financial Officer and Treasurer
Donald C. Moore                           (Principal  Executive, Financial and
                                          Accounting Officer)

*By: /s/Donna L. Depoian                  Date:  October 26, 1998
 -----------------------
 Donna L. Depoian
 Attorney-In-Fact