X0201 4/A2003-09-302003-10-021 0000949373 NEW WORLD RESTAURANT GROUP INC NWCI.PK 0001234953 LAPOINT WILLIAM J 500 BOYLSTON STREET SUITE 1880 BOSTON MA 02116 0010Common Stock, $.001 par value2003-09-304S0232641070D0IBy Halpern Denny III, L.P.Warrant to Purchase Common Stock.012002-11-154P03145470A2002-11-152006-06-20Common Stock314547314547IBy Halpern Denny III, L.P.Warrant to Purchase Common Stock.012002-12-154P03134200A2002-12-152006-06-20Common Stock313420313420IBy Halpern Denny III, L.P.Warrant to Purchase Common Stock.012002-12-314P024222040A2002-12-312006-06-20Common Stock24222042422204IBy Halpern Denny III, L.P.Warrant to Purchase Common Stock.012003-01-154P03533890A2003-01-152006-06-20Common Stock353389353389IBy Halpern Denny III, L.P.Warrant to Purchase Common Stock.012003-02-154P03588290A2003-02-152006-06-20Common Stock358829358829IBy Halpern Denny III, L.P.Warrant to Purchase Common Stock.012003-03-154P03644010A2003-03-152006-06-20Common Stock364401364401IBy Halpern Denny III, L.P.Warrant to Purchase Common Stock.012003-04-154P03700600A2003-04-152006-06-20Common Stock370060370060IBy Halpern Denny III, L.P.Warrant to Purchase Common Stock.012003-05-154P03757650A2003-05-152006-06-20Common Stock375765375765IBy Halpern Denny III, L.P.Warrant to Purchase Common Stock.012003-06-154P03816670A2003-06-152006-06-20Common Stock381667381667IBy Halpern Denny III, L.P.Warrant to Purchase Common Stock.012003-06-304P035317000A2003-06-302006-06-20Common Stock35317003531700IBy Halpern Denny III, L.P.Warrant to Purchase Common Stock.012003-09-304P0137110540D2003-09-302006-06-20Common Stock137110540IBy Halpern Denny III, L.P.Halpern Denny III, L.P. ("HD III") agreed to acquire an aggregate of 57,000 shares of Series Z Preferred Stock of New World Restaurant Group, Inc. in exchange for 56,237.994 shares of Series F Preferred Stock, 23,264,107 shares of Common Stock and Warrants to purchase 13,711,054 shares of Common Stock of New World Restaurant Group, Inc. in a private transaction.By HD III. The reporting person is one of several managing members of the sole general partner of HD III. Pursuant to Instruction 4(b)(iv) of Form 4, the reporting person has elected to report as indirectly beneficially owned the entire number of securities reported as beneficially owned by such limited partnership. The reporting person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.HD III was entitled to receive the Warrants on a periodic basis and as a result of the trigger of anti-dilution provisions after September 2002. Although the Warrants are issued as of the indicated date, new World Restaurant Group, Inc. did not receive the Warrants on the scheduled dates and the Warrants were recently issued by new World Restaurant Group, Inc.In connection with the ownership by HD III of warrants to purchase common Stock of New World Restaurant Group, Inc., HD III is entitled to receive, without further consideration, additional warrants to purchase Common Stock at an exercise price of $.01 per share pursuant to the antidilution provisions of such warrants.In connection with the ownership by HD III of shares of Series F Preferred Stock of New World Restaurant Group, Inc., HD III is entitled to receive, without further consideration, additional warrants to purchase Common Stock at an exercise price of $.01 per share in the event that certain events do not occur.William J. Nimmo, Attorney-in-Fact2003-10-02