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) June 17, 2003
  --------------------------------------------------------------------------------
  
                          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.)
  
  
  
  
  
  
                                 1687 Cole Boulevard
                               Golden, Colorado 80401
  --------------------------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
  
  
                                   (303) 568-8000
  --------------------------------------------------------------------------------
                (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. (the
  "Company") 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 entering certain standstill agreements and its continued efforts to
  refinance its existing debt.
  
            On June 17, 2003, the Company entered into a Standstill Agreement with
  BET Associates, L.P. (the "Senior Lender Standstill Agreement") and a Standstill
  Agreement with Bruce E & Robbi S Toll Foundation, Bruce E. Toll, BET Associates,
  L.P., Bruce E. Toll Family Trust, Scott's Cove Special Credits Master Fund,
  Inc., Scott's Cove Special Credits Fund I, L.P., GSC Capital, Royal Bank of
  Canada, Farallon Capital Partners, L.P., Farallon Capital Institutional
  Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon
  Capital Institutional Partners III, L.P., Tinicum Partners, L.P. and Farallon
  Capital Offshore Investors, Inc., and such other holders of the Existing Notes
  (as defined therein) that execute a signature page to the Agreement (the "IRN
  Holders Standstill Agreement"). A copy of the Senior Lender Standstill Agreement
  is incorporated by reference herein as Exhibit 99.2. A copy of the IRN Holders
  Standstill Agreement is incorporated by reference herein as Exhibit 99.3.
  
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  EXHIBITS.
  
  Exhibit   Description
  -------   -----------
  
  99.1      Press Release issued June 18, 2003.
  
  99.2      Standstill Agreement, dated June 17, 2003, between the Company and BET
            Associates, L.P.
  
  99.3      Standstill Agreement, dated June 17, 2003, among the Company, Bruce E
            & Robbi S Toll Foundation, Bruce E. Toll, BET Associates, L.P., Bruce
            E. Toll Family Trust, Scott's Cove Special Credits Master Fund, Inc.,
            Scott's Cove Special Credits Fund I, L.P., GSC Capital, Royal Bank of
            Canada, Farallon Capital Partners, L.P., Farallon Capital
            Institutional Partners, L.P., Farallon Capital Institutional Partners
            II, L.P., Farallon Capital Institutional Partners III, L.P., Tinicum
            Partners, L.P. and Farallon Capital Offshore Investors, Inc., and such
            other holders of the Existing Notes (as defined herein) that execute a
            signature page to the Agreement.
  
  
  
  <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/ Anthony Wedo
                                              ------------------------------------
                                              Name:  Anthony Wedo
                                              Title:  Chief Executive Officer
  
  
  
  Date:  June 18, 2003
  
  
  
  <PAGE>
  
  
  
  
  
  
                                                                      Exhibit 99.1
  
  
                     NEW WORLD ANNOUNCES STANDSTILL AGREEMENTS;
  
              CONTINUES TO ACTIVELY PURSUE REFINANCING OF EXISTING DEBT
  
       HAMILTON, N.J. (6/18/03) - New World Restaurant Group, Inc. (Pink Sheets:
  NWCI.PK) said today that it has entered into a 30-day standstill agreement with
  the holders of approximately $113 million, or 80%, of the company's senior
  secured increasing rate notes due 2003, while continuing to actively pursue the
  refinancing of its debt as well as the rationalization of its capital structure.
  Under this initial accord, holders of those notes have agreed not to take any
  action to enforce any of their rights and remedies against New World until July
  15, 2003, as a result of the company's failure to repay the notes. Concurrently,
  the company entered into a 30-day standstill agreement with its senior lender.
  
       The company advised that it intends to use the time afforded under the
  standstill agreements to consummate the refinance of its existing indebtedness,
  including its senior secured increasing rate notes. In addition, as previously
  reported, the company continues to pursue the rationalization of its equity
  structure. New World noted, however, that there can be no assurance that it will
  be successful in refinancing its indebtedness, in which event the company will
  explore all available financing alternatives.
  
       New World further advised that it intends to offer all holders of its
  increasing rate notes the opportunity to become parties to the standstill
  agreement.
  
       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 or Marty Gitlin, Parness & Associates,
  (732) 290-0121; parnespr@optonline.net
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e132854.txt", "secsgml_size_bytes": 7519}]
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": "03748911"}, "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 MANHATTAN BAGEL INC", "date-changed": "19990413"}, {"former-conformed-name": "NEW WORLD COFFEE & BAGELS INC /", "date-changed": "19981007"}, {"former-conformed-name": "NEW WORLD COFFEE INC", "date-changed": "19950815"}]}
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) June 17, 2003
  --------------------------------------------------------------------------------
  
                          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.)
  
                                 1687 Cole Boulevard
                               Golden, Colorado 80401
  --------------------------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (303) 568-8000
  --------------------------------------------------------------------------------
                (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. (the
  "Company") 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 entering certain standstill agreements and its continued efforts to
  refinance its existing debt.
  
            On June 17, 2003, the Company entered into a Standstill Agreement with
  BET Associates, L.P. (the "Senior Lender Standstill Agreement") and a Standstill
  Agreement with Bruce E & Robbi S Toll Foundation, Bruce E. Toll, BET Associates,
  L.P., Bruce E. Toll Family Trust, Scott's Cove Special Credits Master Fund,
  Inc., Scott's Cove Special Credits Fund I, L.P., GSC Capital, Royal Bank of
  Canada, Farallon Capital Partners, L.P., Farallon Capital Institutional
  Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon
  Capital Institutional Partners III, L.P., Tinicum Partners, L.P. and Farallon
  Capital Offshore Investors, Inc., and such other holders of the Existing Notes
  (as defined therein) that execute a signature page to the Agreement (the "IRN
  Holders Standstill Agreement"). A copy of the Senior Lender Standstill Agreement
  is incorporated by reference herein as Exhibit 99.2. A copy of the IRN Holders
  Standstill Agreement is incorporated by reference herein as Exhibit 99.3.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  EXHIBITS.
  
  Exhibit   Description
  -------   -----------
  
  99.1      Press Release issued June 18, 2003.
  
  99.2      Standstill Agreement, dated June 17, 2003, between the Company and BET
            Associates, L.P.
  
  99.3      Standstill Agreement, dated June 17, 2003, among the Company, Bruce E
            & Robbi S Toll Foundation, Bruce E. Toll, BET Associates, L.P., Bruce
            E. Toll Family Trust, Scott's Cove Special Credits Master Fund, Inc.,
            Scott's Cove Special Credits Fund I, L.P., GSC Capital, Royal Bank of
            Canada, Farallon Capital Partners, L.P., Farallon Capital
            Institutional Partners, L.P., Farallon Capital Institutional Partners
            II, L.P., Farallon Capital Institutional Partners III, L.P., Tinicum
            Partners, L.P. and Farallon Capital Offshore Investors, Inc., and such
            other holders of the Existing Notes (as defined herein) that execute a
            signature page to the Agreement.
  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/ Anthony Wedo
                                              ------------------------------------
                                              Name:  Anthony Wedo
                                              Title:  Chief Executive Officer
  
  Date:  June 18, 2003
  Exhibit 99.1
  
                     NEW WORLD ANNOUNCES STANDSTILL AGREEMENTS;
  
              CONTINUES TO ACTIVELY PURSUE REFINANCING OF EXISTING DEBT
  
       HAMILTON, N.J. (6/18/03) - New World Restaurant Group, Inc. (Pink Sheets:
  NWCI.PK) said today that it has entered into a 30-day standstill agreement with
  the holders of approximately $113 million, or 80%, of the company's senior
  secured increasing rate notes due 2003, while continuing to actively pursue the
  refinancing of its debt as well as the rationalization of its capital structure.
  Under this initial accord, holders of those notes have agreed not to take any
  action to enforce any of their rights and remedies against New World until July
  15, 2003, as a result of the company's failure to repay the notes. Concurrently,
  the company entered into a 30-day standstill agreement with its senior lender.
  
       The company advised that it intends to use the time afforded under the
  standstill agreements to consummate the refinance of its existing indebtedness,
  including its senior secured increasing rate notes. In addition, as previously
  reported, the company continues to pursue the rationalization of its equity
  structure. New World noted, however, that there can be no assurance that it will
  be successful in refinancing its indebtedness, in which event the company will
  explore all available financing alternatives.
  
       New World further advised that it intends to offer all holders of its
  increasing rate notes the opportunity to become parties to the standstill
  agreement.
  
       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 or Marty Gitlin, Parness & Associates,
  (732) 290-0121; parnespr@optonline.net