content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
          Date of Report (Date of Earliest Event Reported) February 4, 2002
  
  
                          New World Restaurant Group, Inc.
  -------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
  Delaware                          0-27148                            13-3690261
  -------------------------------------------------------------------------------
  (State or Other                 (Commission                    (I.R.S. Employer
  Jurisdiction of                 File Number)                     Identification
  Incorporation)                                                             No.)
  
  
                               246 Industrial Way West
                            Eatontown, New Jersey 07724
  -------------------------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                                    (732)544-0155
  -------------------------------------------------------------------------------
                (Registrant's Telephone Number, Including Area Code)
  
  
  -------------------------------------------------------------------------------
           (Former Name or Former Address, If Changed Since Last Report.)
  
  
  <PAGE>
  
  
  ITEM 5.   Other Events and Regulation FD Disclosure.
  
  Reference is made to the New World Restaurant Group, Inc. press release attached
  
  hereto as Exhibit 99.1, and incorporated by reference herein (including, without
  
  limitation, the information set forth in the cautionary statement contained in
  
  the press release) relating to the Company's intent to offer senior secured
  
  notes.
  
  
  
  ITEM 7.   Financial Statements and Exhibits.
  
  (c)  Exhibits.
  
  Exhibit           Description
  -------           -----------
  99.1              Press Release issued February 4, 2001.
  
  
  <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 hereunto duly authorized.
  
  
                                              NEW WORLD RESTAURANT GROUP, INC.
  
  
  
                                              BY:  /s/ Jerold Novack
                                                   ------------------------------
                                                   Name: Jerold E. Novack
                                                   Title: Chief Financial Officer
  
  Date:  February 4, 2002
  
  
  <PAGE>
  
  
                                                                      Exhibit 99.1
  
  
               NEW WORLD TO OFFER $155 MILLION OF SENIOR SECURED NOTES
  
       EATONTOWN, NJ (2/4/02) - New World Restaurant Group, Inc. (OTC: NWCI.OB)
  today announced that, subject to market and other conditions, it intends to
  offer approximately $155 million of senior secured notes due 2009. The Company
  expects to use the net proceeds of the offering to refinance existing
  indebtedness.
  
       The offering will be made by means of an offering memorandum to qualified
  institutional buyers or to institutional accredited investors pursuant to Rule
  144A under the Securities Act of 1933, as amended, and to certain non-U.S.
  persons pursuant to Regulation S under the Securities Act. The notes have not
  been registered under the Securities Act or applicable state securities laws,
  and may not be offered or sold absent registration under the Securities Act and
  applicable state securities laws or applicable exemptions from registration
  requirements. New World will file a registration statement for the resale of the
  notes within 90 days after the closing of the transaction.
  
       This press release does not constitute an offer to sell or the solicitation
  of an offer to buy any security and shall not constitute an offer, solicitation
  or sale in any jurisdiction in which such offering would be unlawful. This press
  release is being issued pursuant to and in accordance with Rule 135(c) of the
  Securities Act.
  
       New World is a leading company in the 'fast/quick casual' sandwich
  industry. The Company operates stores primarily under the Einstein Bros and
  Noah's New York Bagels brands and primarily franchises stores under the
  Manhattan Bagel and Chesapeake Bagel Bakery brands. As of October 2, 2001, the
  Company's retail system consisted of 494 company-owned stores and 294 franchised
  and licensed stores. The Company also operates three dough production facilities
  and one coffee roasting plant.
  
                                   [Picture here]
  
  Certain statements in this press release constitute forward-looking statements
  or statements which may be deemed or construed to be forward-looking statements
  within the meaning of the Private
  
  
  <PAGE>
  
  
  Securities Litigation Reform Act of 1995. The words "forecast," "estimate,"
  "project," "intend," "expect," "should," "would" and similar expressions and all
  statements which are not historical facts are intended to identify
  forward-looking statements. These forward-looking statements involve and are
  subject to known and unknown risks, uncertainties and other factors which could
  cause the Company's actual results, performance (financial or operating), or
  achievements to differ from the future results, performance (financial or
  operating), or achievements expressed or implied by such forward-looking
  statements. The above factors are more fully discussed in the Company's SEC
  filings.
  
  
  CONTACTS:
  General Media: At New World -- Stacie Lange, (303) 568-8126
  Financial media/investors: Bill Parness, Parness & Associates, (732) 290-0121;
  parnespr@optonline.net
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e52402.txt", "secsgml_size_bytes": 5893}]
metadata_filer: {"company-data": {"conformed-name": "NEW WORLD RESTAURANT GROUP INC", "cik": "0000949373", "assigned-sic": "5812", "irs-number": "133690261", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27148", "film-number": "02526969"}, "business-address": {"street1": "246 INDUSTRIAL WAY WEST", "street2": "C/O NEW WORLD HOLDINGS", "city": "EATONTOWN", "state": "NJ", "zip": "07724", "phone": "7325440155"}, "mail-address": {"street1": "246 INDUSTRIAL WAY WEST", "street2": "C/O NEW WORLD HOLDINGS", "city": "EATONTOWN", "state": "NJ", "zip": "07724"}, "former-company": [{"former-conformed-name": "NEW WORLD COFFEE & BAGELS INC /", "date-changed": "19981007"}, {"former-conformed-name": "NEW WORLD COFFEE INC", "date-changed": "19950815"}, {"former-conformed-name": "NEW WORLD COFFEE MANHATTAN BAGEL INC", "date-changed": "19990413"}]}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
          Date of Report (Date of Earliest Event Reported) February 4, 2002
  
                          New World Restaurant Group, Inc.
  -------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
  Delaware                          0-27148                            13-3690261
  -------------------------------------------------------------------------------
  (State or Other                 (Commission                    (I.R.S. Employer
  Jurisdiction of                 File Number)                     Identification
  Incorporation)                                                             No.)
  
                               246 Industrial Way West
                            Eatontown, New Jersey 07724
  -------------------------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                    (732)544-0155
  -------------------------------------------------------------------------------
                (Registrant's Telephone Number, Including Area Code)
  
  -------------------------------------------------------------------------------
           (Former Name or Former Address, If Changed Since Last Report.)
  ITEM 5.   Other Events and Regulation FD Disclosure.
  
  Reference is made to the New World Restaurant Group, Inc. press release attached
  
  hereto as Exhibit 99.1, and incorporated by reference herein (including, without
  
  limitation, the information set forth in the cautionary statement contained in
  
  the press release) relating to the Company's intent to offer senior secured
  
  notes.
  
  ITEM 7.   Financial Statements and Exhibits.
  
  (c)  Exhibits.
  
  Exhibit           Description
  -------           -----------
  99.1              Press Release issued February 4, 2001.
  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 hereunto duly authorized.
  
                                              NEW WORLD RESTAURANT GROUP, INC.
  
                                              BY:  /s/ Jerold Novack
                                                   ------------------------------
                                                   Name: Jerold E. Novack
                                                   Title: Chief Financial Officer
  
  Date:  February 4, 2002
  Exhibit 99.1
  
               NEW WORLD TO OFFER $155 MILLION OF SENIOR SECURED NOTES
  
       EATONTOWN, NJ (2/4/02) - New World Restaurant Group, Inc. (OTC: NWCI.OB)
  today announced that, subject to market and other conditions, it intends to
  offer approximately $155 million of senior secured notes due 2009. The Company
  expects to use the net proceeds of the offering to refinance existing
  indebtedness.
  
       The offering will be made by means of an offering memorandum to qualified
  institutional buyers or to institutional accredited investors pursuant to Rule
  144A under the Securities Act of 1933, as amended, and to certain non-U.S.
  persons pursuant to Regulation S under the Securities Act. The notes have not
  been registered under the Securities Act or applicable state securities laws,
  and may not be offered or sold absent registration under the Securities Act and
  applicable state securities laws or applicable exemptions from registration
  requirements. New World will file a registration statement for the resale of the
  notes within 90 days after the closing of the transaction.
  
       This press release does not constitute an offer to sell or the solicitation
  of an offer to buy any security and shall not constitute an offer, solicitation
  or sale in any jurisdiction in which such offering would be unlawful. This press
  release is being issued pursuant to and in accordance with Rule 135(c) of the
  Securities Act.
  
       New World is a leading company in the 'fast/quick casual' sandwich
  industry. The Company operates stores primarily under the Einstein Bros and
  Noah's New York Bagels brands and primarily franchises stores under the
  Manhattan Bagel and Chesapeake Bagel Bakery brands. As of October 2, 2001, the
  Company's retail system consisted of 494 company-owned stores and 294 franchised
  and licensed stores. The Company also operates three dough production facilities
  and one coffee roasting plant.
  
                                   [Picture here]
  
  Certain statements in this press release constitute forward-looking statements
  or statements which may be deemed or construed to be forward-looking statements
  within the meaning of the Private
  Securities Litigation Reform Act of 1995. The words "forecast," "estimate,"
  "project," "intend," "expect," "should," "would" and similar expressions and all
  statements which are not historical facts are intended to identify
  forward-looking statements. These forward-looking statements involve and are
  subject to known and unknown risks, uncertainties and other factors which could
  cause the Company's actual results, performance (financial or operating), or
  achievements to differ from the future results, performance (financial or
  operating), or achievements expressed or implied by such forward-looking
  statements. The above factors are more fully discussed in the Company's SEC
  filings.
  
  CONTACTS:
  General Media: At New World -- Stacie Lange, (303) 568-8126
  Financial media/investors: Bill Parness, Parness & Associates, (732) 290-0121;
  parnespr@optonline.net