USE OF PROCEEDS

        We estimate that we will receive net proceeds from the sale of shares of common stock in this offering of $                   million, assuming an initial public offering price of $                  per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of shares by the selling stockholders.

        We intend to use the net proceeds of this offering as follows:

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approximately $                   million to repay in full the indebtedness outstanding under our revolving credit facility;



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approximately $30.0 million to redeem all outstanding shares of the 13% Senior Exchangeable Preferred Stock of our subsidiary; and



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for general corporate purposes and working capital, including opening new restaurants.

        We entered into a $70.0 million amended and restated revolving credit facility with Fleet National Bank ("Fleet"), as Administrative Agent, Fleet Securities, Inc., as Sole Lead Arranger, and other lender parties on October 28, 2003. We initially borrowed $45.3 million under the revolving credit facility to refinance approximately $38.3 million in outstanding term loans and approximately $7.0 million in outstanding loans under our prior revolving credit facility. Loans under our revolving credit facility bear interest at either: a base rate, which is the higher of Fleet's announced annual variable interest prime rate, or 0.5% plus the weighted average rate on overnight federal funds transactions with members of the Federal Reserve System, plus a margin of 1.75% to 2.25%; or a rate based on the Eurodollar rate, plus a margin of 3.25% to 3.75%. At our option, we may convert loans under our revolving credit facility from one type of rate to the other. Loans under our revolving credit facility mature on April 27, 2007. As of April 29, 2004, $54.0 million of indebtedness was outstanding under our revolving credit facility. We expect to amend this revolving credit facility in certain respects before the completion of this offering. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

        Pending use for general corporate purposes, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing securities. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for additional information regarding our sources and uses of capital.