KENCO Restaurants, Inc. et al. - Page 4

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          services BKK provided to the purchasing members were the                    
          following:  accounting and administrative services, advertising,            
          coordination and installation of Taco Bell menus, renovations,              
          remodeling and repairs, building and equipment maintenance,                 
          insurance coverage, training, inspections, and contracting.                 
          BKK’s costs, which were passed on to the purchasing members,                
          included payroll-related costs (including salaries, employment              
          taxes, and the cost of health benefits) and incidental costs                
          (including office supplies, telephone charges, and rent).  The              
          payroll-related costs represented the vast majority of BKK's                
          costs in providing the management and administrative services to            
          the purchasing members.  Approximately 85 percent of BKK’s                  
          payroll-related costs was attributable to the owner-managers.               
          The remaining approximately 15 percent was attributable to                  
          support staff.                                                              
               The owner-managers were employed by BKK to provide services            
          to the purchasing members.  They received salaries and certain              
          other fees from BKK.  They did not receive any other compensation           
          for their services as officers or directors of the members of the           
          group.  Messrs. M. Kentris and Baerwaldt were full-time employees           
          of BKK.  Mr. G. Kentris, an attorney, who maintained an active              
          law practice, worked part-time for BKK.  All three owner-                   
          managers, however, received substantially identical salaries.               
               The owner-managers did not maintain time logs or written               
          documents recording the hours that they spent working on behalf             
          of any individual member of the group.                                      



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