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) May 16, 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. 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 announcement by the
  Company that it intends to offer approximately $160 million of senior secured
  notes due 2008 pursuant to Rule 144A of the Securities Act of 1933.
  
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  EXHIBITS.
  
  Exhibit           Description
  -------           -----------
  
  99.1              Press Release issued May 16, 2003.
  
  
  
  
  
  <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:  May 16, 2003
  
  
  
  <PAGE>
  
  
  
  
  
                                                                      Exhibit 99.1
  
  
  HAMILTON, N.J., May 16, 2003 - New World Restaurant Group, Inc. (Pink Sheets:
  NWCI.PK) announced today that, subject to market and other conditions, it
  intends to offer approximately $160 million of senior secured notes due 2008.
  
  The offering will be made by means of an offering memorandum to qualified
  institutional buyers 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 with the Securities and Exchange Commission for the
  resale of the notes within 90 days after the closing of the transaction. New
  World expects to use the net proceeds of the offering to refinance existing
  indebtedness, including its senior secured increasing rate notes that mature on
  June 15, 2003.
  
  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.
  
  
                                        ###
  
  
  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": "e125869.txt", "secsgml_size_bytes": 5654}]
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": "03708975"}, "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) May 16, 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. 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 announcement by the
  Company that it intends to offer approximately $160 million of senior secured
  notes due 2008 pursuant to Rule 144A of the Securities Act of 1933.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  EXHIBITS.
  
  Exhibit           Description
  -------           -----------
  
  99.1              Press Release issued May 16, 2003.
  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:  May 16, 2003
  Exhibit 99.1
  
  HAMILTON, N.J., May 16, 2003 - New World Restaurant Group, Inc. (Pink Sheets:
  NWCI.PK) announced today that, subject to market and other conditions, it
  intends to offer approximately $160 million of senior secured notes due 2008.
  
  The offering will be made by means of an offering memorandum to qualified
  institutional buyers 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 with the Securities and Exchange Commission for the
  resale of the notes within 90 days after the closing of the transaction. New
  World expects to use the net proceeds of the offering to refinance existing
  indebtedness, including its senior secured increasing rate notes that mature on
  June 15, 2003.
  
  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.
  
                                        ###
  
  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