Delaware		16-0958146
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
968 James Street Syracuse, New York		13203
(Address of principal executive offices)		(Zip Code)

		September 30, 2002			December 31, 2001
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	1,796		$	2,405
Trade and other receivables, net of reserves of $128 at each date			1,168			1,741
Inventories			4,757			5,094
Prepaid rent			2,083			2,115
Prepaid expenses and other current assets			4,002			4,262
Refundable income taxes			122			1,133
Deferred income taxes			6,797			6,797
Total current assets			20,725			23,547
Property and equipment, at cost less accumulated depreciation of $142,987 and $124,744, respectively			224,808			213,346
Franchise rights, at cost less accumulated amortization of $46,704 and $43,341, respectively			91,660			94,844
Intangible assets, at cost less accumulated amortization of $10,052 and $10,056, respectively			122,394			122,433
Deferred income taxes			3,844			8,384
Other assets			10,488			11,449
Total assets		$	473,919		$	474,003

		September 30, 2002				December 31, 2001
		(unaudited)
LIABILITIES and STOCKHOLDER’S EQUITY
Current liabilities:
Accounts payable		$	13,617			$	16,620
Accrued interest			5,451				1,518
Accrued payroll, related taxes and benefits			15,011				12,872
Other liabilities			16,090				15,706
Current portion of long-term debt			11,828				10,029
Total current liabilities			61,997				56,745
Long-term debt, net of current portion			349,788				363,615
Deferred income—sale/leaseback of real estate			4,847				3,881
Accrued postretirement benefits			2,537				2,310
Other liabilities			30,467				32,397
Total liabilities			449,636				458,948
Stockholder’s equity:
Common stock, par value $1; authorized 1,000 shares, issued and outstanding—10 shares			—				—
Additional paid-in capital			24,485				24,485
Accumulated deficit			(202	)			(9,430	)
Total stockholder’s equity			24,283				15,055
Total liabilities and stockholder’s equity		$	473,919			$	474,003

		2002			2001
		(unaudited)
Revenues:
Restaurant sales		$	167,196		$	170,132
Franchise fees and royalty revenues			384			399
Total revenues			167,580			170,531
Costs and expenses:
Cost of sales			46,571			50,524
Restaurant wages and related expenses			49,904			48,998
Other restaurant operating expenses			32,467			32,718
Advertising expense			7,915			8,176
General and administrative			8,921			8,714
Depreciation and amortization			9,980			10,971
Total operating expenses			155,758			160,101
Income from operations			11,822			10,430
Interest expense			6,839			8,046
Income before income taxes			4,983			2,384
Provision for income taxes			1,793			1,964
Net income		$	3,190		$	420

		2002			2001
		(unaudited)
Revenues:
Restaurant sales		$	497,658		$	491,493
Franchise fees and royalty revenues			1,102			1,187
Total revenues			498,760			492,680
Costs and expenses:
Cost of sales			138,829			143,952
Restaurant wages and related expenses			147,701			143,582
Other restaurant operating expenses			96,675			95,760
Advertising expense			21,968			21,553
General and administrative			28,204			26,358
Depreciation and amortization			29,776			32,040
Total operating expenses			463,153			463,245
Income from operations			35,607			29,435
Interest expense			20,822			25,594
Income before income taxes			14,785			3,841
Provision for income taxes			5,554			3,097
Net income		$	9,231		$	744

		2002				2001
		(unaudited)
Cash flows provided from operating activities:
Net income		$	9,231			$	744
Adjustments to reconcile net income to net cash provided from operating activities:
Depreciation and amortization			29,776				32,040
Deferred income taxes			4,540				1,089
Change in operating assets and liabilities			2,684				(477	)
Loss on disposal of property and equipment			35				—
Net cash provided from operating activities			46,266				33,396
Cash flows used for investing activities:
Capital expenditures:
New restaurant development			(19,219	)			(13,764	)
Restaurant remodeling			(11,198	)			(10,435	)
Other restaurant expenditures			(7,456	)			(7,573	)
Corporate and information systems			(1,124	)			(1,704	)
Acquisition of restaurants			—				(1,612	)
Total capital expenditures			(38,997	)			(35,088	)
Properties purchased for sale-leaseback			(925	)			—
Proceeds from sales of property and equipment			9				26
Net cash used for investing activities			(39,913	)			(35,062	)
Cash flows provided from (used for) financing activities:
Proceeds (payments) on revolving credit facility, net			(4,500	)			5,800
Proceeds (payments) on other notes payable, net			(726	)			358
Principal payments on term loans			(6,375	)			(5,250	)
Principal payments on capital leases			(427	)			(390	)
Proceeds from sale-leaseback transactions			5,066				—
Net cash provided from (used for) financing activities			(6,962	)			518
Decrease in cash and cash equivalents			(609	)			(1,148	)
Cash and cash equivalents, beginning of period			2,405				2,712
Cash and cash equivalents, end of period		$	1,796			$	1,564

		September 30, 2002			December 31, 2001
Goodwill		$	121,335		$	121,335
Trademarks			232			242
Other