<PAGE>
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM 10-Q
 
(MARK
ONE)
 
  [X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
                 For the quarterly period ended March 31, 1997
 
                                       OR
  [_]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                      For the Transition period from  to
 
                        COMMISSION FILE NUMBER 333-04261
 
                                AMERIKING, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                    DELAWARE
                          (STATE OR OTHER JURISDICTION
                       OF INCORPORATION OR ORGANIZATION)
 
                       2215 ENTERPRISE DRIVE, SUITE 1502
                             WESTCHESTER, ILLINOIS
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                                   36-3970707
                                (I.R.S. EMPLOYER
                              IDENTIFICATION NO.)
 
                                     60154
                                   (ZIP CODE)
 
        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 708-947-2150
 
  Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
 
  The number of shares outstanding of each of the registrant's classes of
common stock as of May 1, 1997 was 893,290 of common stock, $.01 par value per
Share (the "Common Stock").
 
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<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
 <C>        <S>                                                            <C>
 PART I
    Item 1. Financial Statements.........................................    5
    Item 2. Management's Discussion and Analysis of Financial Condition
            and Results of
            Operations...................................................   10
 PART II
    Item 6. Exhibits, and Reports on Form 8-K............................   13
</TABLE>
 
                                       2
<PAGE>
 
                                     PART I
 
  Certain statements in this Form 10-Q may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results,
performance, or achievements of AmeriKing, Inc. ("AmeriKing" or the "Company")
to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions; competition; success of operating initiatives; development and
operating costs; advertising and promotional efforts; brand awareness; adverse
publicity; acceptance of new product offerings; availability, locations, and
terms of sites for store development; changes in business strategy or
development plans; quality of management; availability, terms, and deployment
of capital; business abilities and judgment of personnel; availability of
qualified personnel; food, labor, and employee benefit costs; changes in, or
the failure to comply with, governmental regulations; regional weather
conditions; construction schedules; and other factors referenced in this Form
10-Q.
 
RECENT DEVELOPMENTS
 
  During the second quarter the Company executed purchase agreements pursuant
to which it may acquire up to 26 Burger King restaurants in the Fayetteville
and Raleigh Durham, North Carolina areas (the "North Carolina Acquisition")
from a franchisee for an aggregate purchase price of approximately $23.5
million. The Company anticipates that, concurrently with the North Carolina
Acquisition, the Company will amend its current Credit Agreement to increase
the credit available thereunder from $15 million to $50 million. The North
Carolina acquisition will be funded through the use of the available credit
under the Credit Agreement and the Company's cash on hand, and will be
accounted for using the purchase method of accounting. The North Carolina
Acquisition is conditioned on, among other things, both of the Company and the
Sellers' obtaining the consent of Burger King Corporation ("BKC") as well as
other standard closing conditions. It is anticipated that the key operating
personnel of the restaurants acquired in the North Carolina Acquisition will be
retained. Pursuant to the terms of BKC's standard franchise agreements,
acquisitions of Burger King restaurants, including those to be acquired in the
North Carolina Acquisition, are subject to BKC's consent and right of first
refusal.
 
                                       3
<PAGE>
 
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS OF AMERIKING, INC. AND
                                   SUBSIDIARY
 
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
Consolidated Balance Sheets as of March 31, 1997 and December 30, 1996.... 5
Consolidated Statements of Operations for the quarters ended March 31,
 1997 and April 1, 1996................................................... 6
Consolidated Statements of Cash Flows for the quarters ended March 31,
 1997 and April 1, 1996................................................... 8
Notes to Consolidated Financial Statements................................ 9
</TABLE>
 
                                       4
<PAGE>
 
                         AMERIKING, INC. AND SUBSIDIARY
 
                          CONSOLIDATED BALANCE SHEETS
 
                      MARCH 31, 1997 AND DECEMBER 30, 1996
 
<TABLE>
<CAPTION>
                                                     MARCH 31,    DECEMBER 30,
                                                        1997          1996
                                                    ------------  ------------
<S>                                                 <C>           <C>
                      ASSETS
CURRENT ASSETS:
  Cash and cash equivalents........................ $  3,399,000  $  5,259,000
  Accounts receivable..............................      660,000       828,000
  Inventories......................................    1,445,000     1,667,000
  Prepaid expenses.................................    1,660,000     1,338,000
  Current portion of deferred income taxes.........      438,000       438,000
                                                    ------------  ------------
    Total current assets...........................    7,602,000     9,530,000
PROPERTY AND EQUIPMENT (net of accumulated
 depreciation).....................................   37,439,000    36,765,000
GOODWILL (net of accumulated amortization).........   93,608,000    94,324,000
DEFERRED INCOME TAXES..............................    3,426,000     3,426,000
OTHER ASSETS:
  Deferred financing costs (net of accumulated
   amortization)...................................    6,410,000     6,577,000
  Deferred organization costs (net of accumulated
   amortization)...................................      156,000       170,000
  Franchise agreements (net of accumulated
   amortization)...................................    4,193,000     4,245,000
                                                    ------------  ------------
    Total other assets.............................   10,759,000    10,992,000
                                                    ------------  ------------
TOTAL.............................................. $152,834,000  $155,037,000
                                                    ============  ============
        LIABILITIES, SENIOR PREFERRED STOCK
        AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
  Accounts payable and other accrued expenses...... $  5,910,000  $ 10,333,000
  Accrued payroll..................................    3,939,000     3,571,000
  Accrued sales tax payable........................      959,000     1,021,000
  Accrued interest payable.........................    3,641,000       911,000
  Current portion of long-term debt................      537,000       525,000
  Current portion of capital leases................      116,000       110,000
                                                    ------------  ------------
    Total current liabilities......................   15,102,000    16,471,000
LONG-TERM DEBT--Less current portion...............  107,028,000   107,167,000
LONG-TERM DEBT--Related parties....................      600,000       600,000
OTHER LONG-TERM LIABILITIES........................       36,000        63,000
                                                    ------------  ------------
    Total liabilities..............................  122,766,000   124,301,000
                                                    ------------  ------------
SENIOR PREFERRED STOCK.............................   31,278,000    30,303,000
STOCKHOLDERS' EQUITY:
  Preferred stock..................................           75            75
  Common stock.....................................        8,933         8,933
  Additional paid-in capital.......................    6,272,992     7,277,992
  Retained earnings (deficit)......................   (7,492,000)   (6,854,000)
                                                    ------------  ------------
    Total stockholders' equity (deficit)...........   (1,210,000)      433,000
                                                    ------------  ------------
TOTAL.............................................. $152,834,000  $155,037,000
                                                    ============  ============
</TABLE>
 
                See notes to consolidated financial statements.
 
                                       5
<PAGE>
 
                         AMERIKING, INC. AND SUBSIDIARY
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
            FOR THE QUARTERS ENDED MARCH 31, 1997 AND APRIL 1, 1996
 
<TABLE>
<CAPTION>
                                          QUARTER              QUARTER
                                           ENDED                ENDED
                                         MARCH 31    % OF      APRIL 1    % OF
                                           1997      SALES      1996      SALES
                                        -----------  -----   -----------  -----
<S>                                     <C>          <C>     <C>          <C>
SALES
  Restaurant food sales...............  $48,192,000   97.6%  $42,251,000   98.0%
  Non-food sales......................    1,201,000    2.4       852,000    2.0
                                        -----------  -----   -----------  -----
    Total sales.......................   49,393,000  100.0    43,103,000  100.0
RESTAURANT OPERATING EXPENSES:
  Cost of food sales..................   14,592,000   29.5    13,200,000   30.6
  Cost of non-food sales..............    1,139,000    2.3       833,000    1.9
  Restaurant labor and related costs..   12,943,000   26.2    11,059,000   25.7
  Occupancy...........................    5,673,000   11.5     4,817,000   11.2
  Depreciation and amortization of
   goodwill and franchise agreements..    1,992,000    4.0     1,669,000    3.9
  Advertising.........................    2,576,000    5.2     2,094,000    4.9
  Royalties...........................    1,689,000    3.4     1,479,000    3.4
  Other operating expenses............    4,487,000    9.1     3,711,000    8.6
                                        -----------  -----   -----------  -----
    Total restaurant operating
     expenses.........................   45,091,000   91.2    38,862,000   90.2
GENERAL AND ADMINISTRATIVE EXPENSES...    1,973,000    4.0     1,721,000    4.0
OTHER OPERATING EXPENSES:
  Depreciation expense--office........      133,000    0.3        93,000    0.2
  Loss on disposal of fixed assets....       23,000
  Management and directors' fees......      123,000    0.2       118,000    0.3
                                        -----------  -----   -----------  -----
    Total other operating expenses....      279,000    0.5       211,000    0.5
                                        -----------  -----   -----------  -----
OPERATING INCOME......................    2,050,000    4.3     2,309,000    5.3
OTHER INCOME (EXPENSE):
  Interest expense....................   (2,936,000)  (5.9)   (1,950,000)  (4.5)
  Interest expense--related party.....       (9,000)            (792,000)  (1.9)
  Amortization of deferred costs......     (152,000)  (0.3)     (224,000)  (0.5)
  Other income (expense)--net.........      (16,000)              (3,000)
                                        -----------          -----------
    Total other expense...............   (3,113,000)  (6.2)   (2,969,000)  (6.9)
                                        -----------  -----   -----------  -----
LOSS BEFORE PROVISION FOR INCOME
 TAXES................................   (1,063,000)  (1.9)     (660,000)  (1.6)
INCOME TAXES BENEFIT..................     (425,000)  (0.9)     (271,000)  (0.6)
                                        -----------  -----   -----------  -----
NET LOSS..............................  $  (638,000)  (1.0)% $  (389,000)  (1.0)
                                        ===========  =====   ===========  =====
PREFERRED STOCK DIVIDENDS (cumulative,
 undeclared)..........................      975,000
WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING..........................       893.29               863.29
NET LOSS PER COMMON SHARE.............  $     (1.98)         $     (0.58)
</TABLE>
 
                See notes to consolidated financial statements.
 
                                       6
<PAGE>
 
                         AMERIKING, INC. AND SUBSIDIARY
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
  FOR THE QUARTER ENDED MARCH 31, 1997 AND THE FISCAL YEAR ENDED DECEMBER 30,
                                      1996
 
<TABLE>
<CAPTION>
                                          ADDITIONAL   RETAINED
                         PREFERRED COMMON  PAID-IN     EARNINGS
                           STOCK   STOCK   CAPITAL     (DEFICIT)      TOTAL
                         --------- ------ ----------  -----------  -----------
<S>                      <C>       <C>    <C>         <C>          <C>
INITIAL ISSUANCE OF
 STOCK..................    $56    $   10 $5,699,934               $ 5,700,000
  Issuance of preferred
   stock................     19            1,899,981                 1,900,000
  Net income............                              $   241,000      241,000
                            ---    ------ ----------  -----------  -----------
BALANCE--December 31,
 1994...................     75        10  7,599,915      241,000    7,841,000
  Net income............                                  902,000      902,000
                            ---    ------ ----------  -----------  -----------
BALANCE--January 1,
 1996...................     75        10  7,599,915    1,143,000    8,743,000
  Dividends on senior
   preferred stock......                    (303,000)                 (303,000)
  Amortization of senior
   preferred stock
   issuance costs.......                     (10,000)                  (10,000)
  Recapitalization of
   common stock.........            8,923     (8,923)
  Net loss..............                               (7,997,000)  (7,997,000)
                            ---    ------ ----------  -----------  -----------
BALANCE--December 30,
 1996...................     75     8,933  7,277,992   (6,854,000)     433,000
  Dividends on senior
   preferred stock......                    (975,000)                 (975,000)
  Amortization of senior
   preferred stock
   issuance costs.......                     (30,000)                  (30,000)
  Net loss..............                                 (638,000)    (638,000)
                            ---    ------ ----------  -----------  -----------
BALANCE--March 31,
 1997...................    $75    $8,933 $6,272,992  $(7,492,000) $(1,210,000)
                            ===    ====== ==========  ===========  ===========
</TABLE>
 
 
                See notes to consolidated financial statements.
 
                                       7
<PAGE>
 
                         AMERIKING, INC. AND SUBSIDIARY
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
            FOR THE QUARTERS ENDED MARCH 31, 1997 AND APRIL 1, 1996
 
<TABLE>
<CAPTION>
                                                       QUARTER      QUARTER
                                                        ENDED        ENDED
                                                      MARCH 31,     APRIL 1,
                                                        1997          1996
                                                     -----------  ------------
<S>                                                  <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................... $  (638,000) $   (389,000)
  Adjustments to reconcile net income (loss) to net
   cash flowsfrom operating activities:
  Depreciation and amortization.....................   2,277,000     1,986,000
  Interest..........................................   2,730,000
  Loss on disposal of fixed assets..................      23,000
  Changes in:
    Accounts receivable.............................     168,000       347,000
    Inventories.....................................     222,000      (227,000)
    Prepaid expenses................................    (322,000)     (449,000)
    Accounts payable and accrued expenses...........  (4,117,000)    5,828,000
                                                     -----------  ------------
      Net cash flows from operating activities......     343,000     7,096,000
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of restaurant franchise agreements,
   equipment and goodwill...........................               (39,205,000)
  Proceeds from sale of property....................                   817,000
  Cash paid for franchise agreements................     (41,000)      (81,000)
  Cash paid for property and equipment..............  (2,014,000)   (1,372,000)
                                                     -----------  ------------
      Net cash flows from investing activities......  (2,055,000)  (39,841,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt......................                85,000,000
  Proceeds from subordinated debt-related party.....                15,000,000
  Cash paid for financing costs.....................                (2,644,000)
  Advances under line of credit.....................                 5,000,000
  Payments on line of credit........................                (1,000,000)
  Payments on long-term debt........................    (127,000)  (65,896,000)
  Payments on capital leases........................     (21,000)      (22,000)
                                                     -----------  ------------
      Net cash flows from financing activities......    (148,000)   35,438,000
                                                     -----------  ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS.............  (1,860,000)    2,693,000
CASH AND CASH EQUIVALENTS--Beginning of period......   5,259,000     1,887,000
                                                     -----------  ------------
CASH AND CASH EQUIVALENTS--End of period............ $ 3,399,000  $  4,580,000
                                                     ===========  ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for interest.......... $   215,000  $  1,583,000
                                                     ===========  ============
  Cash paid for income taxes........................ $    91,000
                                                     ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITIES:
Senior preferred stock dividends (cumulative, non-
 declared).......................................... $   975,000
                                                     ===========
</TABLE>
 
                See notes to consolidated financial statements.
 
                                       8
<PAGE>
 
                         AMERIKING, INC. AND SUBSIDIARY
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
            FOR THE QUARTERS ENDED MARCH 31, 1997 AND APRIL 1, 1996
 
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all of the adjustments necessary (consisting of
normal and recurring accruals) to present fairly the Company's financial
position as of March 31, 1997, the results of operations and cash flows for the
quarters ended March 31, 1997 and April 1, 1997. These financial statements
should be read in conjunction with the Company's annual report on Form 10K for
the fiscal year ended December 30, 1996 filed on March 28, 1997.
 
  The results of operations for the quarter ended March 31, 1997 and April 1,
1996 are not necessarily indicative of the results to be expected for the full
fiscal year.
 
  Inventories--Inventories consist primarily of restaurant food and supplies
and are stated at the lower of cost or market. Cost is determined using the
first-in, first-out (FIFO) method.
 
  Net Income (Loss) Per Common Share--Net income per share was computed by
deducting from the Company's net income dividends payable to the holders of
Class A1, Class A2 and Class B Preferred Stock (collectively, the "Preferred
Stock") and 13% Senior Exchangeable Preferred Stock due 2008, (the "Senior
Preferred Stock"), and amortization of the issuance costs on the Senior
Preferred Stock and using the weighted average number of common stock of the
Company (the "Common Stock"), and common stock equivalent shares outstanding on
a post-split basis.
 
 
                                       9
<PAGE>
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
OVERVIEW
 
  The Company operates Burger King restaurants through its wholly owned
subsidiaries, each of which is a party to a BKC franchise agreement. BKC
franchise agreements require a one-time franchise fee (currently $40,000), a
monthly royalty fee of 3.5% of each restaurant's gross sales and a monthly
advertising contribution of 4.0% of gross sales. Most franchise agreements
provide for a term of 20 years, and, at the option of the franchise and BKC, a
renewal franchise agreement may be granted by BKC upon payment of the then
current franchise fee provided that the restaurant meets BKC's operating
standards applicable at that time and the franchisee is not in default under
the relevant franchise agreement. In addition, the Company has committed to
BKC that it will spend 1% of gross sales on local advertising to supplement
BKC's national advertising activities.
 
  As the Company acquires additional Burger King restaurants, it capitalizes
the value of franchise agreements based on the number of years remaining on
the terms of the agreement and the franchise fee in effect at the time of
acquisition (currently, $40,000 over a 20 year term or $2,000 per year) and it
capitalizes excess cost over fair value of the other net assets acquired and
amortizes goodwill expense for financial statement purposes over a 35-year
period. The Company generally purchases assets and is able to deduct goodwill
amortization expense for tax purposes over a 15-year period.
 
  Restaurant sales include restaurant food sales and non-food sales. Non-food
sales include convenience store sales at the Company's dual-use facilities (of
which the Company currently has five), as well as sales of promotional
products at the Company's restaurants. Historically, non-food sales have
contributed less than 3.0% to restaurant sales. Promotional products, which
account for the majority of non-food sales, are generally sold at or near the
Company's costs.
 
  EBITDA represents operating income plus depreciation and amortization
(including losses on disposal of fixed assets and provisions for disposition
of restaurants and equipment) and management and director's fees. While EBITDA
should not be construed as a substitute for operating income or a better
indicator of liquidity than cash flow from operating activities, which are
determined in accordance with generally accepted accounting principles, EBITDA
is included to provide additional information with respect to the ability of
the Company to meet its future debt service, capital expenditure and working
capital requirements. In addition, management believes that certain investors
find EBITDA to be a useful tool for measuring the ability of the Company to
service its debt. EBITDA is not necessarily a measure of the Company's ability
to fund its cash needs. See the Consolidated Statements of Cash Flows of the
Company and the related notes to the Consolidated Financial Statements
included herein.
 
  The Company includes in the comparable restaurant sales analysis discussed
below only those restaurants that have been in operation for a minimum of
thirteen months. For a restaurant not operating for the entire prior annual
period, the sales for the interim period in the prior year are compared to
that for the comparable interim period in the indicated year.
 
QUARTER ENDED MARCH 31, 1997 COMPARED TO QUARTER ENDED APRIL 1, 1996
 
  Restaurant Sales. Total sales increased $6.3 million or 14.6% during the
first quarter 1997, to $49.4 million from $43.1 million in the first quarter
1996, due primarily to the inclusion of the 36 restaurants purchased in 1996.
In addition, the Company developed 8 restaurants in 1996 and 1 restaurant in
1997 and closed 1 restaurant in 1997. Newly acquired restaurants accounted for
$3.5 million of the total increase in restaurant sales, while new restaurant
development accounted for $1.8 million of the increase in sales. Sales at the
comparable restaurants owned by the Company at the end of the first quarter of
1997 increased $1.0 million or 2.3%. Menu prices remained stable during the
period.
 
                                      10
<PAGE>
 
  Restaurant Operating Expenses. Total restaurant operating expenses increased
$6.2 million, or 16.0% during the first quarter 1997, to $45.1 million from
$38.9 million in the first quarter 1996, due primarily to the inclusion of the
36 restaurants purchased in 1996. In addition, the company developed 8
restaurants in 1996 and 1 restaurant in 1997 and closed 1 restaurant in 1997.
As a percentage of sales, restaurant operating expenses increased 1.0% to
91.2% in fiscal 1997 from 90.2% in fiscal 1996.
 
  Cost of sales increased $1.7 million during the first quarter 1997, and
decreased 0.7% as a percentage of sales to 31.8% in the first quarter 1997
from 32.5% in the first quarter 1996. The percentage increase in cost of sales
was due to a 0.4% increase in the cost of non-food sales offset by a 1.1%
decrease on the cost of food sales, primarily as a result of a lower level of
discounting.
 
  Restaurant labor and related expenses increased $1.9 million during the
first quarter 1997, and increased 0.5% as a percentage of restaurant sales to
26.2% in the first quarter 1996 from 25.7% in the first quarter 1995. The
percentage increase in restaurant labor was due to an increase in the federal
minimum wage.
 
  Depreciation and amortization increased $0.3 million during the first
quarter 1997, to $2.0 million in the first quarter 1997 from $1.7 million in
the first quarter 1996. As a percentage of sales, depreciation and
amortization expense increased 0.1% to 4.0% for the first quarter 1997 from
3.9% in the first quarter 1996. The increase was due primarily to the increase
in goodwill amortization resulting from the purchase method of accounting for
the newly acquired restaurants.
 
  Occupancy and other expenses increased $2.3 million during the first quarter
1997, and increased 1.1% as a percentage of sales to 29.2% for the first
quarter 1997 from 28.1% in the first quarter 1995. Occupancy expense increased
$0.9 million, and increased 0.3% as a percentage of sales to 11.5% in the
first quarter 1997 from 11.2% in the first quarter 1996, Other operating
expenses increased $1.5 million during the first quarter 1997, and increased
0.8% as a percentage of sales to 17.7% in the first quarter 1997 from 16.9%
for the first quarter 1996. This increase is a partially a result of a 0.4%
increase in local advertising expense
 
  EBITDA. Earnings before interest, taxes, depreciation, and amortization
increased $0.1 million or 3.2% to 4.3 million for the first quarter 1997 from
$4.2 million for the first quarter 1996. As a percentage of restaurant sales,
EBITDA decreased 1.0%, to 8.7% for the first quarter 1997 from 9.7% for the
first quarter 1996.
 
  Operating Income. Operating income decreased $0.3 or 11.2% to $2.0 million
for the first quarter 1997 from $2.3 million for the first quarter 1996. As a
percentage of sales, operating income decreased 1.0%, to 4.3% in the first
quarter 1997 from 5.3% for the first quarter 1996.
 
LIQUIDITY AND CAPITAL RESOURCES
 
  The Company's primary cash usages are to finance additional acquisitions,
make capital expenditures in connection with the development of new
restaurants, upgrade acquired and existing restaurants and to meet general
working capital needs. The Company has budgeted approximately $355,000 for the
development of each of its new restaurants. The Company anticipates it will
spend approximately an additional $3.0 to $5.0 million annually for other
capital expenditures. In addition, the Company has committed to BKC that it
will make capital expenditures at its AmeriKing Tennessee Corporation I
restaurants of approximately $1.5 million on or before September 7, 1997, of
which approximately two thirds had been made as of March 31, 1997. The Company
has further committed to BKC that for the foreseeable future (i) it will make
capital expenditures on its existing restaurants equal to 1% of its gross
sales and (ii) it will spend an amount equal to 1% of its gross sales on local
advertising. The Company has also committed to BKC that it will develop 17
restaurants in fiscal 1997. In the event the Company fails to develop at least
14 restaurants in fiscal 1997, the Company will pay BKC $150,000. In addition,
to the extent the Company develops 13 or fewer restaurants in fiscal 1997, the
Company will be obligated to pay BKC $75,000 for each restaurant less than 14
it fails to develop. The actual amount of the Company's cash requirements for
capital expenditures depends on, among other things, the number of new
restaurants opened or acquired by the Company and the costs associated with
such restaurants and the number of franchises subject to renewal and the costs
associated with bringing the related restaurants up to BKC's then current
design specifications in connection with these franchise renewals.
 
                                      11
<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, (i) the Company's Amended and
Restated Credit Agreement (as defined) with the First National Bank of Boston
and other lenders thereto contains other and more restrictive covenants and
prohibits the Company's subsidiaries from declaring dividends or making other
intercompany transfers to the Company in certain circumstances and (ii)
agreements reached with BKC contain restrictions with respect to dividend
payments and intercompany loans.
 
  The Company believes that the proceeds from its Offerings, together with its
increased availability under its anticipated credit of $50.0 million under
Credit Agreement, following its anticipated amendment in the second quarter
and the Company's cash on hand, will be sufficient to cover its working
capital, capital expenditures, planned development and debt service
requirements for fiscal 1997. The Company expects that additional financing
will be required in connection with any significant acquisitions in the
future.
 
                                      12
<PAGE>
 
                                    PART II
 
ITEM 1. LEGAL PROCEEDINGS
 
  The Company is not a party to any pending legal proceedings, the resolutions
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 2. CHANGES IN SECURITIES
 
  None
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
  None
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
  None
 
ITEM 5. OTHER INFORMATION
 
  None
 
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
                                    EXHIBITS
 
  The following exhibits are filed as part of this report.
 
<TABLE>
 <C>  <S>
 2.19 Asset Purchase Agreement dated March 7, 1997 among F&P Enterprises, Inc.,
      the Shareholders of F&P Enterprises, Inc. and National Restaurant
      Enterprises, Inc.
 2.20 Amendment No. 1 to Asset Purchase Agreement dated April 8, 1997 among F&P
      Enterprises, Inc., the Shareholders of F&P Enterprises, Inc. and National
      Restaurant Enterprises, Inc.
 2.21 Asset Purchase Agreement dated March 7, 1997 among North Foods, Inc., the
      Shareholders of North Foods, Inc. and National Restaurant Enterprises,
      Inc.
 2.22 Amendment No. 1 to Asset Purchase Agreement dated April 8, 1997 among
      North Foods, Inc., the Shareholders of North Foods, Inc. and National
      Restaurant Enterprises, Inc.
   11 Statement Re: Computation of Earnings Per Share
   12 Statements Re: Computation of Ratios
   27 Financial Data Schedule
</TABLE>
 
  A list of exhibits included as part of this Form 10-Q or incorporated by
reference is set forth in the Index to Exhibits. Included in the Index to
Exhibits are the following exhibits which constitute management contracts or
compensatory plans or arrangements.
 
  1. TJC Consulting Agreement
 
  2. Jaro Employment Agreement
 
  3. Osborn Employment Agreement
 
  4. Hubert Employment Agreement
 
  5. Aaseby Employment Agreement
 
  6. Vasatka Employment Agreement
 
  7. New Osborn Employment Agreement
 
                              REPORTS ON FORM 8-K
 
  The Company did not file any reports on Form 8-K in the quarter ended May 31,
1997.
 
                                       13
<PAGE>
 
                                   SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WESTCHESTER, STATE OF
ILLINOIS.
 
                                          Ameriking, Inc.
 
-------------------------------------
                                          -------------------------------------
Date                                      Lawrence E. Jaro
                                          Managing Owner, Chairman and Chief
                                          Executive Office
 
-------------------------------------
                                          -------------------------------------
Date                                      Joel Aaseby
                                          Chief Financial Officer and
                                          Corporate Secretary (Principal
                                          Financial and Accounting Officer)
 
                                       14
<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>
<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 dated March 7, 1997 among
           F&P ENTERPRISES, INC., THE SHAREHOLDERS OF F&P
           ENTERPRISES, INC. and NATIONAL RESTAURANT
           ENTERPRISES, INC....................................
  2.20     AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT
           dated April 8, 1997 among F&P ENTERPRISES, INC., THE
           SHAREHOLDERS OF F&P ENTERPRISES, INC. and NATIONAL
           RESTAURANT ENTERPRISES, INC.........................
  2.21     ASSET PURCHASE AGREEMENT dated March 7, 1997 among
           NORTH FOODS, INC., THE SHAREHOLDERS OF NORTH FOODS,
           INC. and NATIONAL RESTAURANT ENTERPRISES, INC.......
  2.22     AMENDMENT NO. 1 to the ASSET PURCHASE AGREEMENT
           dated April 8, 1997 among NORTH FOODS, INC., THE
           SHAREHOLDERS OF NORTH FOODS, INC. and NATIONAL
           RESTAURANT ENTERPRISES, INC.........................
  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)..........................................        *
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
                                                                  SEQUENTIALLY
  EXHIBIT                                                           NUMBERED
  NUMBER                        DESCRIPTION                           PAGE
  -------                       -----------                       ------------
 <C>       <S>                                                    <C>
  4.1      STOCKHOLDERS AGREEMENT, DATED SEPTEMBER 1, 1994, BY
           AND AMONG AMERIKING AND THE STOCKHOLDERS APPEARING
           ON THE SIGNATURE PAGES THERETO (Filed as exhibit 4.1
           to AmeriKing's Registration Statement (No.
           333-04261) and incorporated herein by reference)....        *
  4.2      CONSENT AND AMENDMENT NO. 1 TO STOCKHOLDERS
           AGREEMENT, DATED NOVEMBER 30, 1994, BY AND AMONG
           AMERIKING AND THE STOCKHOLDERS APPEARING ON THE
           SIGNATURE PAGES THERETO (Filed as exhibit 4.2 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)...............        *
  4.3      CONSENT AND AMENDMENT NO. 2 TO STOCKHOLDERS
           AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG
           AMERIKING AND THE STOCKHOLDERS APPEARING ON THE
           SIGNATURE PAGES THERETO (Filed as exhibit 4.3 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)...............        *
  4.4      AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND
           AMONG AMERIKING AND THE STOCKHOLDERS APPEARING ON
           THE SIGNATURE PAGES THERETO (Filed as exhibit 4.4 to
           AmeriKing's Form 10-K for the year ended December
           30, 1996 and incorporated herein by reference)......        *
  4.5      MANAGEMENT SUBSCRIPTION AGREEMENT, DATED SEPTEMBER
           1, 1994, BY AND AMONG AMERIKING, TABOR RESTAURANT
           ASSOCIATES, INC., JARO ENTERPRISES, INC., JARO
           RESTAURANTS, INC., JB RESTAURANTS, INC., CASTLEKING,
           INC., WHITE-OSBORN RESTAURANTS, INC., OSBURGER,
           INC., LAWRENCE JARO, WILLIAM OSBORN, GARY HUBERT,
           JOEL AASEBY, DONALD STAHURSKI AND SCOTT VASATKA
           (Filed as exhibit 4.5 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  4.6      STOCK OPTION AGREEMENT, DATED SEPTEMBER 1, 1994,
           BETWEEN AMERIKING AND SCOTT VASATKA (Filed as
           exhibit 4.6 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  4.7      STOCK OPTION AGREEMENT, DATED SEPTEMBER 1, 1994,
           BETWEEN AMERIKING AND DONALD STAHURSKI (Filed as
           exhibit 4.7 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  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)...............        *
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
                                                                  SEQUENTIALLY
  EXHIBIT                                                           NUMBERED
  NUMBER                        DESCRIPTION                           PAGE
  -------                       -----------                       ------------
 <C>       <S>                                                    <C>
  4.12     AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
           FROM AMERIKING TO MCIT PLC IN THE AGGREGATE
           PRINCIPAL AMOUNT OF $11,000,000 (Filed as exhibit
           4.12 to AmeriKing's Registration Statement (No.
           333-04261) and incorporated herein by reference)....        *
  4.13     AMENDED AND RESTATED DEFERRED LIMITED INTEREST
           GUARANTY, DATED FEBRUARY 7, 1996, FROM ENTERPRISES
           TO MCIT PLC (Filed as exhibit 4.13 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)...................        *
  4.14     AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
           FROM AMERIKING TO JARO ENTERPRISES, INC. IN THE
           AGGREGATE PRINCIPAL AMOUNT OF $1,224,000 (Filed as
           exhibit 4.14 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  4.15     AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
           FROM AMERIKING TO JARO RESTAURANTS, INC. IN THE
           AGGREGATE PRINCIPAL AMOUNT OF $112,000 (Filed as
           exhibit 4.15 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  4.16     AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
           FROM AMERIKING TO JB RESTAURANTS, INC. IN THE
           AGGREGATE PRINCIPAL AMOUNT OF $2,019,000 (Filed as
           exhibit 4.16 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  4.17     AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
           FROM AMERIKING TO CASTLEKING, INC. IN THE AGGREGATE
           PRINCIPAL AMOUNT OF $385,769 (Filed as exhibit 4.17
           to AmeriKing's Registration Statement (No.
           333-04261) and incorporated herein by reference)....        *
  4.18     AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996,
           FROM AMERIKING TO WHITE-OSBORN RESTAURANTS, INC. IN
           THE AGGREGATE PRINCIPAL AMOUNT OF $659,231 (Filed as
           exhibit 4.18 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  4.19     SECURITIES PURCHASE AGREEMENT, DATED NOVEMBER 30,
           1994, BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS,
           INC. (Filed as exhibit 4.19 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)...................        *
  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)..........................................        *
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
                                                                  SEQUENTIALLY
  EXHIBIT                                                           NUMBERED
  NUMBER                        DESCRIPTION                           PAGE
  -------                       -----------                       ------------
 <C>       <S>                                                    <C>
  4.23     AMENDMENT TO SECURED PROMISSORY NOTE, DATED MAY 21,
           1996, FROM AMERIKING TENNESSEE CORPORATION I TO BKC
           IN THE AGGREGATE PRINCIPAL AMOUNT OF $6,093,067
           (Filed as exhibit 4.23 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  4.24     GUARANTY, DATED NOVEMBER 21, 1995, FROM LAWRENCE
           JARO AND WILLIAM OSBORN TO BKC (Filed as exhibit
           4.24 to AmeriKing's Registration Statement (No. 333-
           04261) and incorporated herein by reference)........        *
  4.25     RATIFICATION OF GUARANTY, MAY 21, 1996, FROM
           LAWRENCE JARO AND WILLIAM OSBORN TO BKC (Filed as
           exhibit 4.25 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  4.26     PROMISSORY NOTE, DATED NOVEMBER 29, 1995, FROM
           AMERIKING COLORADO CORPORATION I TO FRANCHISE
           ACCEPTANCE CORPORATION LIMITED IN THE AGGREGATE
           PRINCIPAL AMOUNT OF $1,865,000 (Filed as exhibit
           4.26 to AmeriKing's Registration Statement (No. 333-
           04261) and incorporated herein by reference)........        *
  4.27     AMENDMENT TO PROMISSORY NOTE, DATED DECEMBER 14,
           1995, FROM AMERIKING COLORADO CORPORATION I TO
           FRANCHISE ACCEPTANCE CORPORATION LIMITED (Filed as
           exhibit 4.27 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  4.28     COMMON STOCK PURCHASE WARRANT, DATED FEBRUARY 7,
           1996, FROM AMERIKING TO PMI MEZZANINE FUND, L.P.
           (Filed as exhibit 4.28 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  4.29     SENIOR SUBORDINATED NOTE, DATED FEBRUARY 7, 1996,
           FROM ENTERPRISES TO PMI MEZZANINE FUND, L.P IN THE
           AGGREGATE PRINCIPAL AMOUNT OF $15,000,000. (Filed as
           exhibit 4.29 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  4.30     SUBORDINATED GUARANTY, DATED FEBRUARY 7, 1996, FROM
           AMERIKING VIRGINIA CORPORATION I AND AMERIKING
           CINCINNATI CORPORATION I TO PMI MEZZANINE FUND, L.P.
           (Filed as exhibit 4.30 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  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)........        *
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
                                                                   SEQUENTIALLY
  EXHIBIT                                                            NUMBERED
  NUMBER                        DESCRIPTION                            PAGE
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
  4.34     LIMITED GUARANTY, DATED SEPTEMBER 1, 1994, FROM
           AMERIKING TO THE FIRST NATIONAL BANK OF BOSTON, THE
           OTHER LENDING INSTITUTIONS LISTED ON SCHEDULE 1
           THERETO, AND THE FIRST NATIONAL BANK OF BOSTON, AS
           AGENT (Filed as exhibit 4.34 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................        *
  4.35     GUARANTY, DATED FEBRUARY 7, 1996, FROM AMERIKING
           VIRGINIA CORPORATION I AND AMERIKING CINCINNATI
           CORPORATION I TO THE FIRST NATIONAL BANK OF BOSTON,
           THE OTHER LENDING INSTITUTIONS LISTED ON SCHEDULE 1
           THERETO, AND THE FIRST NATIONAL BANK OF BOSTON, AS
           AGENT (Filed as exhibit 4.35 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................        *
  4.36     UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE,
           DATED FEBRUARY 7, 1996, FROM ENTERPRISES TO FFCA
           ACQUISITION CORPORATION (Filed as exhibit 4.36 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................        *
  4.37     FORM OF AMENDMENT NO. 1 TO COMMON STOCK PURCHASE
           WARRANT FROM AMERIKING TO PMI MEZZANINE FUND, L.P....        *
  4.38     INDENTURE BETWEEN AMERIKING AND TRUSTEE WITH RESPECT
           TO SENIOR NOTES (Filed as exhibit 4.38 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................        *
  4.39     FORM OF SENIOR NOTES (ATTACHED TO EXHIBIT 4.38)......
  4.40     INDENTURE BETWEEN AMERIKING AND TRUSTEE WITH RESPECT
           TO EXCHANGE DEBENTURES (Filed as exhibit 4.40 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................        *
  4.41     INTENTIONALLY OMITTED................................
  4.42     FORM OF EXCHANGE DEBENTURES (ATTACHED TO EXHIBIT
           4.40)................................................
  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).................................        *
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
                                                                  SEQUENTIALLY
  EXHIBIT                                                           NUMBERED
  NUMBER                        DESCRIPTION                           PAGE
  -------                       -----------                       ------------
 <C>       <S>                                                    <C>
  4.47     AMENDMENT NO. 1 TO MANAGEMENT SUBSCRIPTION AGREEMENT
           (Filed as exhibit 4.47 to AmeriKing's Form 10-K for
           the year ended December 30, 1996 and incorporated
           herein by reference)................................        *
  9.1      JARO PROXY AGREEMENT, DATED SEPTEMBER 1, 1994, BY
           AND AMONG LAWRENCE JARO, TABOR RESTAURANT
           ASSOCIATES, INC., JARO ENTERPRISES, INC., JARO
           RESTAURANTS, INC. AND JB RESTAURANTS, INC. (Filed as
           exhibit 9.1 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
  9.2      OSBORN PROXY AGREEMENT, DATED SEPTEMBER 1, 1994, BY
           AND AMONG WILLIAM OSBORN, CASTLEKING, INC.,
           OSBURGER, INC. AND WHITE-OSBORN, INC. (Filed as
           exhibit 9.2 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
 10.1      SECOND AMENDED AND RESTATED REVOLVING CREDIT AND
           TERM LOAN AGREEMENT, DATED FEBRUARY 7, 1996, BY AND
           AMONG AMERIKING, ENTERPRISES, THE FIRST NATIONAL
           BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS
           LISTED ON SCHEDULE 1 THERETO, AND THE FIRST NATIONAL
           BANK OF BOSTON, AS AGENT (Filed as exhibit 10.1 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)...............        *
 10.2      SECURITY AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND
           AMONG ENTERPRISES AND THE FIRST NATIONAL BANK OF
           BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON
           SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
           BOSTON, AS AGENT (Filed as exhibit 10.2 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)...............        *
 10.3      AMENDMENT TO SECURITY AGREEMENT, DATED FEBRUARY 7,
           1996, BY AND AMONG ENTERPRISES AND THE FIRST
           NATIONAL BANK OF BOSTON, THE OTHER LENDING
           INSTITUTIONS LISTED ON SCHEDULE 1 THERETO, AND THE
           FIRST NATIONAL BANK OF BOSTON, AS AGENT (Filed as
           exhibit 10.3 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
 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)...................        *
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
                                                                  SEQUENTIALLY
  EXHIBIT                                                           NUMBERED
  NUMBER                        DESCRIPTION                           PAGE
  -------                       -----------                       ------------
 <C>       <S>                                                    <C>
 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 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 MCIT PLC (Filed as exhibit 10.9 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)...............        *
 10.10     SUBORDINATION AGREEMENT, DATED SEPTEMBER 1, 1994, BY
           AND AMONG BKC, MCIT PLC AND AMERIKING (Filed as
           exhibit 10.10 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
 10.11     AMENDMENT AND CONSENT NO. 1 TO SECURITIES PURCHASE
           AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN AMERIKING
           AND BANCBOSTON INVESTMENTS, INC. (Filed as exhibit
           10.11 to AmeriKing's Registration Statement (No.
           333-04261) and incorporated herein by reference)....        *
 10.12     INTERCREDITOR AGREEMENT, DATED FEBRUARY 7, 1996, BY
           AND AMONG BKC, AMERIKING VIRGINIA CORPORATION I,
           AMERIKING CINCINNATI CORPORATION I, LAWRENCE JARO,
           WILLIAM OSBORN, GARY HUBERT, ENTERPRISES, AMERIKING
           AND THE FIRST NATIONAL BANK OF BOSTON (Filed as
           exhibit 10.12 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
 10.13     STOCK PLEDGE AGREEMENT, DATED NOVEMBER 21, 1995,
           BETWEEN ENTERPRISES AND BKC (Filed as exhibit 10.13
           to AmeriKing's Registration Statement (No. 333-
           04261) and incorporated herein by reference)........        *
 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)........        *
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
                                                                   SEQUENTIALLY
  EXHIBIT                                                            NUMBERED
  NUMBER                        DESCRIPTION                            PAGE
  -------                       -----------                        ------------
 <C>       <S>                                                     <C>
 10.19     SALE-LEASEBACK AGREEMENT, DATED FEBRUARY 7, 1996, BY
           AND AMONG AMERIKING VIRGINIA CORPORATION I, AMERIKING
           TENNESSEE CORPORATION I AND FFCA ACQUISITION
           CORPORATION (Filed as exhibit 10.19 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................        *
 10.20     LEASE, DATED FEBRUARY 7, 1996, BY AND AMONG AMERIKING
           VIRGINIA CORPORATION I, AMERIKING TENNESSEE
           CORPORATION I AND FFCA ACQUISITION CORPORATION (Filed
           as exhibit 10.20 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................        *
 10.21     FORM OF FRANCHISE AGREEMENT BETWEEN BKC AND
           FRANCHISEE (Filed as exhibit 10.21 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)....................        *
 10.22     SCHEDULE OF AMERIKING FRANCHISE AGREEMENTS (Filed as
           exhibit 10.22 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 ACKNOWLEDGMENT
           OF BKC FRANCHISE AGREEMENT (Filed as exhibit 10.25 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................        *
 10.26     FORM OF GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGMENT
           OF BKC LEASE AGREEMENT (Filed as exhibit 10.26 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................        *
 10.27     CAPITAL EXPENDITURE AGREEMENT, DATED SEPTEMBER 1,
           1994, BY AND AMONG AMERIKING, ENTERPRISES AND BKC
           (Filed as exhibit 10.27 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)...........................................        *
 10.28     CAPITAL EXPENDITURE AGREEMENT, DATED NOVEMBER 21,
           1995, BY AND AMONG ENTERPRISES, AMERIKING TENNESSEE
           CORPORATION I AND BKC (Filed as exhibit 10.28 to
           AmeriKing's Registration Statement (No. 333-04261)
           and incorporated herein by reference)................        *
 10.29     LETTER AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN
           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)................        *
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
                                                                  SEQUENTIALLY
  EXHIBIT                                                           NUMBERED
  NUMBER                        DESCRIPTION                           PAGE
  -------                       -----------                       ------------
 <C>       <S>                                                    <C>
 10.32     INTENTIONALLY OMITTED...............................        *
 10.33     INTERCOMPANY MANAGEMENT CONSULTING AGREEMENT, DATED
           SEPTEMBER 1, 1994 BETWEEN ENTERPRISES AND AMERIKING
           (Filed as exhibit 10.33 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)..........................................        *
 10.34     AMENDED AND RESTATED TAX SHARING AGREEMENT, DATED
           FEBRUARY 7, 1996, BETWEEN ENTERPRISES AND AMERIKING
           (Filed as exhibit 10.34 to AmeriKing's Registration
           Statement (No. 333-04261) and incorporated herein by
           reference)..........................................        *
 10.35     EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
           SEPTEMBER 1, 1994, BETWEEN LAWRENCE JARO AND
           ENTERPRISES (Filed as exhibit 10.35 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)...................        *
 10.36     EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
           SEPTEMBER 1, 1994, BETWEEN WILLIAM OSBORN AND
           ENTERPRISES (Filed as exhibit 10.36 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference....................        *
 10.37     EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
           SEPTEMBER 1, 1994, BETWEEN GARY HUBERT AND
           ENTERPRISES (Filed as exhibit 10.37 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)...................        *
 10.38     EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
           SEPTEMBER 1, 1994, BETWEEN JOEL AASEBY AND
           ENTERPRISES (Filed as exhibit 10.38 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)...................        *
 10.39     EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
           SEPTEMBER 1, 1994, BETWEEN SCOTT VASATKA AND
           ENTERPRISES (Filed as exhibit 10.39 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)...................        *
 10.40     INTENTIONALLY OMITTED...............................
 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)..........................................        *
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
                                                                  SEQUENTIALLY
  EXHIBIT                                                           NUMBERED
  NUMBER                        DESCRIPTION                           PAGE
  -------                       -----------                       ------------
 <C>       <S>                                                    <C>
 10.46     LOAN AND SECURITY AGREEMENT, DATED JULY 21, 1996,
           BETWEEN AMERIKING TENNESSEE CORPORATION I AND
           FRANCHISE ACCEPTANCE CORPORATION LIMITED (Filed as
           exhibit 10.46 to AmeriKing's Registration Statement
           (No. 333-04261) and incorporated herein by
           reference)..........................................        *
 10.47     FORM OF INTERCREDITOR AGREEMENT BY AND AMONG BKC,
           AMERIKING, AND THE TRUSTEE AS REPRESENTATIVE OF THE
           HOLDERS OF SENIOR NOTES UNDER THE INDENTURE
           (ATTACHED TO EXHIBIT 4.38)..........................        *
 10.48     RESTATED EMPLOYMENT AND NON-INTERFERENCE AGREEMENT
           BETWEEN WILLIAM OSBORN AND ENTERPRISES (Filed as
           exhibit 10.48 to AmeriKing's Form 10-K for the year
           ended December 30, 1996 and incorporated herein by
           reference)..........................................        *
 10.49     RECAPITALIZATION AGREEMENT AMONG AMERIKING AND THE
           STOCKHOLDERS APPEARING ON THE SIGNATURE PAGES
           THERETO (Filed as exhibit 10.49 to AmeriKing's Form
           10-K for the year ended December 30, 1996 and
           incorporated herein by reference....................        *
 10.50     MEMORANDUM OF UNDERSTANDING BETWEEN BKC AND THE
           COMPANY (Filed as exhibit 10.50 to AmeriKing's
           Registration Statement (No. 333-04261) and
           incorporated herein by reference)...................        *
 10.51     AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
           CREDIT AND LOAN AGREEMENT, DATED MAY 14, 1996, BY
           AND AMONG AMERIKING, ENTERPRISES, THE FIRST NATIONAL
           BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS
           LISTED ON SCHEDULE I THERETO AND THE FIRST NATIONAL
           BANK OF BOSTON, AS AGENT (Filed as exhibit 10.51 to
           AmeriKing's Form 10-K for the year ended December
           30, 1996 and incorporated herein by reference)......        *
 10.52     ASSIGNMENT AND ACCEPTANCE DATED MAY 14, 1996, BY AND
           AMONG AMERIKING, ENTERPRISES, THE FIRST NATIONAL
           BANK OF BOSTON AND THE OTHER LENDING INSTITUTIONS,
           LISTED THERETO AND THE FIRST NATIONAL BANK OF
           BOSTON, AS AGENT (Filed as exhibit 10.52 to
           AmeriKing's Form 10-K for the year ended December
           30, 1996 and incorporated herein by reference)......        *
 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)...................        *
 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)........        *
 24        POWER OF ATTORNEY...................................
 25        T-1 FOR EXCHANGE DEBENTURE INDENTURE................        *
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
                                                                   SEQUENTIALLY
  EXHIBIT                                                            NUMBERED
  NUMBER                         DESCRIPTION                           PAGE
  -------                        -----------                       ------------
 <C>       <S>                                                     <C>
 26        T-1 FOR SENIOR NOTE INDENTURE.........................       *
 27++++    FINANCIAL DATA SCHEDULE...............................
</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.