Exhibit 99.1
(1) Pursuant to the Third Series F Preferred Stock and Warrant Purchase
Agreement, dated as of June 19, 2001, among New World Coffee - Manhattan
Bagel, Inc. and the purchasers named therein (filed as Exhibit 99.1 to
Amendment No. 1 to Schedule 13D/A, filed June 19, 2001), each of Greenlight
Capital Qualified, L.P., Greenlight Capital, L.P., Greenlight Capital
Offshore, Ltd., NWCI Holdings, LLC and Brookwood New World Investors, LLC
automatically received additional warrants without the payment of any
additional consideration on the 30th of June and the 31st of December of
each year during which New World Coffee - Manhattan Bagel, Inc. had not
redeemed the Series F Preferred Stock or had not fully paid any notes issued
in payment of the redemption price of the Series F Preferred Stock. Such
issuance of additional warrants was deemed to be an adjustment of the
purchase price of the Series F Preferred Stock.
(2) The filing of this Form 4 shall not be construed as an admission that
Greenlight Capital, L.L.C., Greenlight Capital, Inc., or Xxxxx Xxxxxxx, the
managing member of Greenlight Capital, L.L.C. and president of Greenlight
Capital, Inc., are or were for the purposes of Section 16(a) of the
Securities Exchange Act of 1934, as amended, or otherwise the beneficial
owner of any of the shares of Common Stock owned by Greenlight Capital,
L.P., Greenlight Capital Qualified, L.P., or Greenlight Capital Offshore,
Ltd (the "Greenlight Funds"). Pursuant to Rule 16a-1, Greenlight Capital,
L.L.C., Greenlight Capital, Inc., and Xx. Xxxxxxx all disclaim such
beneficial ownership.
(3) Greenlight Capital, L.L.C. holds indirectly 22,361.427 shares of Series F
Preferred Stock, 3,488,951 shares of Common Stock and warrants to acquire
14,171,871 shares of Common Stock of New World Restaurant Group, Inc.
through the accounts of Greenlight Capital Qualified, L.P., of which
Greenlight Capital, L.L.C. is the general partner. Of these securities,
Greenlight Capital Qualified, L.P. indirectly holds 8,818.805 shares of
Series F Preferred Stock, 3,488,951 shares of Common Stock and warrants to
acquire 1,508,206 shares of Common Stock of New World Restaurant Group
through its membership interests in Brookwood New World Co., LLC and NWCI
Holdings, LLC, as described in footnotes 5 and 8 below. Greenlight Capital,
L.L.C. receives an allocation of net profits from and owns a partnership
interest in Greenlight Capital Qualified, L.P. Xx. Xxxxxxx reports the
shares held indirectly by Greenlight Capital, L.L.C. because, as the
managing member of Greenlight Capital, L.L.C. at the time of purchase, Xx.
Xxxxxxx controlled the disposition and voting of the securities.
(4) Greenlight Capital, L.L.C. holds indirectly 7,469.582 shares of Series F
Preferred Stock, 731,600 shares of Common Stock and warrants to acquire
5,630,720 shares of Common Stock of New World Restaurant Group, Inc. through
the accounts of Greenlight Capital, L.P., of which Greenlight Capital,
L.L.C. is the general partner. Of these securities, Greenlight Capital, L.P.
indirectly holds 1,848.119 shares of Series F Preferred Stock, 731,600
shares of Common Stock and warrants to acquire 316,277 shares of Common
Stock of New World Restaurant Group through its membership interests in
Brookwood New World Co., LLC and NWCI Holdings, LLC, as described in
footnotes 6 and 9 below. Greenlight Capital, L.L.C. receives an allocation
of net profits from and owns a partnership interest in Greenlight Capital,
L.P. Xx. Xxxxxxx reports the shares held indirectly by Greenlight Capital,
L.L.C. because, as the managing member of Greenlight Capital, L.L.C. at the
time of purchase, Xx. Xxxxxxx controlled the disposition and voting of the
securities. Additionally, Xx. Xxxxxxx owns a limited partnership interest in
Greenlight Capital, L.P.
(5) Greenlight Capital Offshore, Ltd. holds 27,537.748 shares of Series F
Preferred Stock, 5,840,800 shares of Common Stock and warrants to acquire
14,262,618 shares of Common Stock of New World Restaurant Group, Inc., but
the securities of New World Restaurant Group, Inc. do not comprise more than
10% of the holdings of Greenlight Capital Offshore, Ltd. Of these
securities, Greenlight Capital Offshore, Ltd. indirectly holds 14,761.69
shares of Series F Preferred Stock, 5,840,800 shares of Common Stock and
warrants to acquire 2,524,666 shares of Common Stock of New World Restaurant
Group through its membership interests in Brookwood New World Co., LLC and
NWCI Holdings, LLC, as described in footnotes 7 and 10 below. Greenlight
Capital, Inc. is the investment advisor of Greenlight Capital Offshore, Ltd.
and receives an asset-based fee and an annual fee based on the appreciation
of Greenlight Capital Offshore, Ltd. Xx. Xxxxxxx, as president and director
of Greenlight Capital, Inc., has previously had control over the voting and
disposition of the securities of Greenlight Capital Offshore, Ltd.
Additionally, Xx. Xxxxxxx owns shares in Greenlight Capital Offshore, Ltd.
(6) This Form 4 is Part Two of Two being filed simultaneously with Part One of
Two on July 18, 2003.
