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) October 3, 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 further delay of the
  Company's  second quarter filing due to the Company engaging its new auditors to
  reaudit its financial  statements  for the fiscal years ended  December 31, 2000
  and January 1, 2002 and to audit the nine-month period ending October 1, 2002.
  
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  EXHIBITS.
  
  Exhibit           Description
  
  99.1              Press Release issued October 3, 2002.
  
  
  
  <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/ Max Craig
                                             -----------------------------------
                                             Name:  Max Craig
                                             Title:  Chief Financial Officer
  
  
  
  Date:  October 8, 2002
  
  
  
  <PAGE>
  
  
  
  
  
                                                                      Exhibit 99.1
  
                 NEW WORLD'S NEW AUDITORS TO REAUDIT LAST TWO YEARS,
                         FURTHER DELAYING 2ND QUARTER FILING
                  SAME-STORE SALES CONTINUE TO RISE IN 3RD QUARTER
  
           EATONTOWN,  N.J.  (10/3/02)--New  World  Restaurant Group (Pink Sheets:
  NWCI) today  announced that it has engaged its new independent  auditors,  Grant
  Thornton,  LLP, to reaudit its financial  statements  for the fiscal years ended
  Dec.  31,  2000 and Jan.  1, 2002.  This action  follows  notification  from the
  company's previous independent  auditors,  Arthur Andersen LLP, that, due to New
  World's anticipated material  restatements of 2000 and 2001,  Andersen's opinion
  related to the company's 2000 and 2001 financial  statements  could no longer be
  relied  upon.  New World also has asked Grant  Thornton  to audit its  financial
  statements for the nine-month period ending October 1, 2002.
  
           As previously announced,  the anticipated restatements relate primarily
  to the  accounting  treatment of the  company's  increasing  rate  indebtedness,
  preferred  stock,  and  related  warrants  to purchase  stock.  The  anticipated
  restatements are expected to primarily  involve non-cash  components of interest
  expense, preferred dividends and accretion and earnings per share.
  
           As a result of these  actions,  the filing of the  company's  Form 10-Q
  reports  for the  second  and  third  quarters  of fiscal  2002,  as well as the
  restated,  reaudited results for the historical  periods,  will be delayed until
  these audits are completed.
  
           On July 29,  2002,  New World  announced  that it had  replaced  Arthur
  Andersen with Grant Thornton as its auditor. On August 22, the company disclosed
  that the filing of its Form 10-Q for the second  quarter of fiscal 2002 would be
  delayed by  anticipated  restatements  of its financial  statements for the four
  trailing quarters.
  
           Andersen had issued unqualified opinions on the company's  consolidated
  financial  statements  for the past two fiscal  years,  and those  opinions were
  included in the company's Form 10-K filings for those years.
  
           The company had previously  announced that it expects  adjusted  EBITDA
  for the quarter ended July 2, 2002, to approximate  $11.4  million.  CEO Anthony
  Wedo also had said that  same-store  sales for  company  operated  Einstein/Noah
  locations rose 1.7 percent in the second quarter over the same period last year,
  and were continuing to increase in the third quarter.
  
           New World is a leading company in the quick casual  sandwich  industry,
  the fastest-growing restaurant segment. The company operates locations primarily
  under  the  Einstein  Bros and  Noah's  New York  Bagels  brands  and  primarily
  franchises  locations  under the  Manhattan  Bagel and  Chesapeake  Bagel Bakery
  brands.  As of October 1, 2002,  the company's  retail  system  consisted of 458
  company-owned  locations and 289 franchised and licensed locations in
  
  <PAGE>
  
  34 states.  The company  also  operates  one dough  production  facility and one
  coffee roasting plant.
  
                                        ****
  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,"
  "believe" 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.
  
                                        ####
  CONTACT:
  Media/Investors:   Bill   Parness,   Parness  &  Associates,   (732)   290-0121;
  parnespr@optonline.net
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e87866.txt", "secsgml_size_bytes": 7382}]
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": "02784047"}, "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 INC", "date-changed": "19950815"}, {"former-conformed-name": "NEW WORLD COFFEE & BAGELS INC /", "date-changed": "19981007"}, {"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) October 3, 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 further delay of the
  Company's  second quarter filing due to the Company engaging its new auditors to
  reaudit its financial  statements  for the fiscal years ended  December 31, 2000
  and January 1, 2002 and to audit the nine-month period ending October 1, 2002.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  EXHIBITS.
  
  Exhibit           Description
  
  99.1              Press Release issued October 3, 2002.
  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/ Max Craig
                                             -----------------------------------
                                             Name:  Max Craig
                                             Title:  Chief Financial Officer
  
  Date:  October 8, 2002
  Exhibit 99.1
  
                 NEW WORLD'S NEW AUDITORS TO REAUDIT LAST TWO YEARS,
                         FURTHER DELAYING 2ND QUARTER FILING
                  SAME-STORE SALES CONTINUE TO RISE IN 3RD QUARTER
  
           EATONTOWN,  N.J.  (10/3/02)--New  World  Restaurant Group (Pink Sheets:
  NWCI) today  announced that it has engaged its new independent  auditors,  Grant
  Thornton,  LLP, to reaudit its financial  statements  for the fiscal years ended
  Dec.  31,  2000 and Jan.  1, 2002.  This action  follows  notification  from the
  company's previous independent  auditors,  Arthur Andersen LLP, that, due to New
  World's anticipated material  restatements of 2000 and 2001,  Andersen's opinion
  related to the company's 2000 and 2001 financial  statements  could no longer be
  relied  upon.  New World also has asked Grant  Thornton  to audit its  financial
  statements for the nine-month period ending October 1, 2002.
  
           As previously announced,  the anticipated restatements relate primarily
  to the  accounting  treatment of the  company's  increasing  rate  indebtedness,
  preferred  stock,  and  related  warrants  to purchase  stock.  The  anticipated
  restatements are expected to primarily  involve non-cash  components of interest
  expense, preferred dividends and accretion and earnings per share.
  
           As a result of these  actions,  the filing of the  company's  Form 10-Q
  reports  for the  second  and  third  quarters  of fiscal  2002,  as well as the
  restated,  reaudited results for the historical  periods,  will be delayed until
  these audits are completed.
  
           On July 29,  2002,  New World  announced  that it had  replaced  Arthur
  Andersen with Grant Thornton as its auditor. On August 22, the company disclosed
  that the filing of its Form 10-Q for the second  quarter of fiscal 2002 would be
  delayed by  anticipated  restatements  of its financial  statements for the four
  trailing quarters.
  
           Andersen had issued unqualified opinions on the company's  consolidated
  financial  statements  for the past two fiscal  years,  and those  opinions were
  included in the company's Form 10-K filings for those years.
  
           The company had previously  announced that it expects  adjusted  EBITDA
  for the quarter ended July 2, 2002, to approximate  $11.4  million.  CEO Anthony
  Wedo also had said that  same-store  sales for  company  operated  Einstein/Noah
  locations rose 1.7 percent in the second quarter over the same period last year,
  and were continuing to increase in the third quarter.
  
           New World is a leading company in the quick casual  sandwich  industry,
  the fastest-growing restaurant segment. The company operates locations primarily
  under  the  Einstein  Bros and  Noah's  New York  Bagels  brands  and  primarily
  franchises  locations  under the  Manhattan  Bagel and  Chesapeake  Bagel Bakery
  brands.  As of October 1, 2002,  the company's  retail  system  consisted of 458
  company-owned  locations and 289 franchised and licensed locations in
  34 states.  The company  also  operates  one dough  production  facility and one
  coffee roasting plant.
  
                                        ****
  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,"
  "believe" 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.
  
                                        ####
  CONTACT:
  Media/Investors:   Bill   Parness,   Parness  &  Associates,   (732)   290-0121;
  parnespr@optonline.net