Project Cheeseburger

Discussion Materials

January 9, 2006

CONFIDENTIAL

Exhibit C.3

Confidential Material

The following pages contain material provided to the Board of Directors of Cheeseburger (the “Company”) by Citigroup Global Markets Inc.

(“Citigroup”) in connection with the proposed transaction involving Cheeseburger.  The accompanying material was compiled or prepared on a

confidential basis solely for the use of the Board of Directors of Cheeseburger and not with a view toward public disclosure under any securities

laws or otherwise.  The information contained in this material was obtained from Cheeseburger and other sources.  No representation or warranty,

express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a

representation, whether as to the past, the present or the future.  In preparing this material, Citigroup assumed and relied, without assuming any

responsibility for independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or

provided to or otherwise reviewed by or discussed with Citigroup

and upon the assurances of the management of Cheeseburger that it is not aware

of any relevant information that has been omitted or that remains undisclosed to Citigroup.  This material was not prepared for use by readers not as

familiar with Cheeseburger as the Board of Directors of Cheeseburger and, accordingly, neither Cheeseburger nor Citigroup nor their respective

legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the Board of Directors

of Cheeseburger.  This material is necessarily based upon information available to Citigroup, and financial, stock market and other conditions and

circumstances existing and disclosed to Citigroup, as of the date of the material.  Citigroup does not have any obligation to update or otherwise

revise the accompanying material.

1

Sponsor Profiles

None found

None found

Public Company

Acquisitions

Acquired restaurant assets and operations of 35 IHOP

restaurants in Texas from IHOP’s largest franchisee, as

well as rights to develop an additional 31 restaurants in

East Texas

Revenues: $35 -

$750 million, EBITDA: $5 -

$100 million,

Equity Investment: $5 -

$125 million

Will only acquire companies in partnership with existing or

identified management teams

Restaurant, Retail, Manufacturing / Distribution, Gaming /

Leisure, Healthcare (facilities based)

Not disclosed

Seeks to acquire and grow companies in a variety of

industries with up to $750 million in sales

Targets investments that will benefit from both Argonne’s

capital resources and its expertise in site selection,

development and financing of real estate assets

Argonne partners with existing or identified management

teams and prefers to acquire majority interests in cash

flow positive companies

$550mm energy fund

Recently launched a new fund

Other fund sizes not disclosed

Fund Size

Multiple deals involving energy / pipeline assets, including:

Recent private placements in MarkWest Energy,

Crosstex Energy and Pacific Energy Partners

Invested $17 million in Sports Club Company, an operator

of fitness clubs, via private placements

Recent Deal Experience

Private equity group typically makes minority investments

ranging from $2 -

$20 million

“Stated”

Deal Size / Target

Primarily energy / pipeline related

Industry Focus

Manages approximately $4.8 billion in alternative

investments, including private structured investments,

absolute rate of return investing, and both control and

non-control private equity investments

Private equity group assists growth companies by

financing their expansion plans, typically making minority

investments of $2 million to $20 million

Flexible in its level of ownership, but relies on

management teams to execute business strategy

Has completed deals with both public and private

companies in various forms, including secured debt,

convertible debt, as well as convertible, preferred and

direct equity investments

Overview

Source: Public websites and Capital IQ.

2

Summary of Preliminary Indications

of Interest

Once IOI is executed, termination fee of 3% of

enterprise value will be payable as well as

reimbursement of out-of-pocket expenses

Requests execution of IOI within 5 days (by January

11, 2006)

Requested third party consents to be obtained by

Company no later than February 15, 2006

Available to commence due diligence immediately

Intends to complete due diligence as well as execute a

definitive agreement by February 28, 2006

At least $50 million in equity from Kayne Anderson

Capital Advisors in addition to equity provided by

management and debt financing

Expects key members of management to enter into

mutually acceptable employment and non-compete

agreements concurrent with closing

None disclosed

Price not disclosed in letter, but verbally indicated that

they were aware of and supportive at the $14.50 price

Based on information contained in the OM and

financial projections provided by management

No material adverse change in business, its operations

or capital structure

Valuation Assumptions

States that LOI will contain exclusivity and “no-shop”

provision and “appropriate”

termination fee

States that Argonne would be amenable to tender offer

structure, but does not discuss ability to finance the

tender

Expects that management and other officers and

directors will enter into support agreements

Other

Signing of definitive agreement conditioned on

approval of “necessary shareholders”

Approvals / Conditions

Expects to submit a LOI within three weeks

Conduct due diligence for a period of 30 –

60 days

following the execution of the LOI

Negotiate definitive agreement during due diligence

period and execute upon completion

Timing

Combination of equity from management, up to $55

million from Argonne and debt financing

Financing

Expects to draft and execute employment agreements

with existing management prior to signing the definitive

merger agreement

Management/Employees

$14.50 per share (cash)

Purchase Price

Argonne Capital Group

(1)

Kayne Anderson Capital Advisors

(2)

(1)

Based on Argonne Capital Group letter dated January 6, 2006.

(2)

Based

on

Kayne

Anderson

Capital

Advisors

letter

dated

January

4,

2006.

3

Overview of Argonne Capital Conversation

[In progress.  We have called several times, but have not been

able to connect with them]

4

Overview of Kayne Anderson Conversation

Transaction would require approval of 3 partner committee

Rick Kayne involved, plans to meet with management in Tampa mid to late this week

Provided limited support of public company acquisition experience; however, indicated that they viewed

transaction as reasonably straight forward

Not a buyer at the current market price

Significant amount of work yet to be done, focusing on items such as:

Same store sales growth trends

Unit-level performance (historical and projected)

Health of franchisee network including area development agreements

Forecast unit growth and franchise-ability of concept

Performance of re-opened New Orleans stores through, among other things, monthly analysis

Legal, environmental and regulatory diligence

Review of OM by 4-5 senior professionals

Preliminary review of the data room (not as thorough or exhaustive as they would have liked)

Have not approached financing sources yet

Reviewed GE Capital Franchise Finance indication letter and viewed it to be aggressive (they would likely

prefer less leverage at closing)

Familiarity with 2005 and 2006 budgets including the impact of Katrina and Wilma

Received, but have not yet reviewed, merger agreement

Work Completed

to Date

Additional Diligence

Needed

View on Offer Price

Relative to Market

Other

5

Overview of GE Capital Franchise Finance

Proposal

(1)

Indicated the following:

Reviewed of updated 2005 and 2006 budgets

Conducted limited review of the data room thus far

Has knowledge of the Company as incumbent lender and having reviewed the opportunity with other

potential buyers

Indicated ability to complete diligence and provide commitment papers within 30 days; however, this is

dependant on speed of sponsor

GE

Capital

would

have

the

right

to

invest

up

to

$2.5mm

in

common

or

preferred

stock

or

other

equity

interest

Additional comfort with financial projections

Meet and gain comfort with equity sponsors

In-depth

review

of

data

room,

particularly

same

store

sales

growth,

capex

and

unit

level

trends

Interviews with top franchisees

Review of real estate and potential for sale leaseback transaction

Indicated the following:

Received greenlight approval from internal committee to provide indicative summary of terms

Committee is familiar with the Company as incumbent lender and having previously discussed the

opportunity

Needs to complete diligence and receive final approval before providing commitment letters

Assuming

2005

adjusted

EBITDA

of

$29mm,

excluding

public

company

costs

Indicated that if EBITDA is less than $29mm, will likely keep the same leverage multiple of 4.65x

Indicated that could potentially raise leverage if comfortable with sponsor and growth story

$155mm in debt financing of which $135mm will be funded at closing; assumes equity contribution of

$55mm

$20mm Revolver (L + 325); $95mm Term Loan B (L + 325); $40mm Second Lien Term Loan (L + 750)

Summary of Terms

Leverage Levels

and Assumptions

Approvals Received

/ Needed

Diligence Completed

to Date

Additional Diligence

Requested

Other

(1)

Based on GE Capital Franchise Finance letter dated January 4, 2005 and discussions with GE Capital Franchise Finance representatives.

6

8

9

10

11

12

13

14

15

16

17

01/03/05

02/03/05

03/03/05

04/03/05

05/03/05

06/03/05

07/03/05

08/03/05

09/03/05

10/03/05

11/03/05

12/03/05

01/03/06

0

100

200

300

400

500

600

Historical Stock Price Performance

1Q

2Q

3Q

Earnings Announcement:

Announces Strategic

Alternatives Review

4Q

Source: Company press releases and WebRover.

Initial Indications Due

Final Round Bids Due

Mayo Negotiation

Period

Time Period

Between Hurricanes

Katrina and Wilma

7

Implied Premiums Analysis

Assumed Price per Share

(Dollars in millions, Except per Share Data)

$14.50

$14.75

$15.00

$15.25

$15.50

$15.75

$16.00

Market Prices

     Premium to:

    Pre-Announcement Price (05/13/05)

$12.00

20.8%

22.9%

25.0%

27.1%

29.2%

31.3%

33.3%

    Pre November Negotiation Period (11/07/05)

14.49

0.1

1.8

3.5

5.2

7.0

8.7

10.4

    3-Month Average

14.81

(2.1)

(0.4)

1.3

3.0

4.7

6.3

8.0

    Current (01/06/05)

15.62

(7.2)

(5.6)

(4.0)

(2.4)

(0.8)

0.8

2.4

Current Shares Outstanding

11.463

11.463

11.463

11.463

11.463

11.463

11.463

Shares from Options

2.682

2.682

2.682

2.737

2.737

2.737

2.737

Diluted Shares Outstanding

14.145

14.145

14.145

14.200

14.200

14.200

14.200

Gross Equity Value

$205

$209

$212

$217

$220

$224

$227

Less: Proceeds from Options

(21)

(21)

(21)

(21)

(21)

(21)

(21)

Net Equity Value

$184

$188

$192

$195

$199

$202

$206

Straight Debt

20

20

20

20

20

20

20

Less: Cash

(12)

(12)

(12)

(12)

(12)

(12)

(12)

Firm Value (a)

$192

$196

$199

$203

$206

$210

$213

EBITDA (b)

     Firm Value / EBITDA

2005 Adjusted

$27.0

7.1x

7.3x

7.4x

7.5x

7.6x

7.8x

7.9x

2005 Unadjusted

25.3

7.6

7.7

7.9

8.0

8.2

8.3

8.4

Earnings per Share (Diluted)

     Price / Earnings per Share

2006 Adjusted Management Case (b)(c)

$1.01

14.4x

14.6x

14.9x

15.1x

15.3x

15.6x

15.8x

2006 Wall Street Consensus

1.06

13.7

13.9

14.2

14.4

14.6

14.9

15.1

Note: Projections based on Management estimates.

(a) Balance sheet data projected for fiscal year end 2005.

(b) Includes public company costs of $2.1 million.

(c) Excludes pre-tax unusual items totaling $2.4 and assumes tax rate of 38.4%.

8

Illustrative Transaction Sources and

Uses

Sources

Uses

Existing Cash

(1)

$10

Purchase of Equity

$184

Term Loan B

(2)

95

Refinance Existing Debt

20

Second Lien Term Loan

(2)

40

Estimated Transaction Fees

7

Equity Provided by Management and Sponsor

66

Total Sources

$211

Total Uses

$211

(1) Assumes minimum cash of $2.0 million.

(2) Implies Debt / 2005 EBITDA of 4.6x and total adjusted debt / 2005 EBITDAR of 5.5x based on EBITDA of $29.1 (excluding public company costs).

9