SecProbe.io

CORRESP
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filename1.htm

PWardle@gibsondunn.com

July 26,
2005

(213) 229-7242

C 16009-01464

(213) 229-6242

VIA EDGAR AND COURIER

Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C. 20549-0305

Attention: Abby Adams

Department of Corporate Finance

Re:Worldwide Restaurant Concepts, Inc.

Preliminary Proxy Statement on Schedule 14A

File No. 001-10711

Transaction Statement on Schedule 13E-3

File No. 005-41551

Dear Ms. Adams:

        On
behalf of Worldwide Restaurant Concepts, Inc., a Delaware corporation ("WRC" or the "Company"), we transmit herewith a revised Preliminary Proxy Statement (the "Revised Proxy
Statement") on Schedule 14A (File No. 001-10711), which was initially filed by the Company with the Securities and Exchange Commission (the "Commission") on June 15,
2005 (the "Proxy Statement") and Amendment No. 1 (the "Amended 13E-3") to the Transaction Statement on Schedule 13E-3 (File No. 005-41551)
filed by the Company and certain other persons with the Commission on June 15, 2005 ("Initial 13E-3"). In this letter, we respond on behalf of the Company and the other filing
persons to the comments of the staff of the Commission (the "Staff") contained in your letter dated July 18, 2005. The numbered paragraphs below correspond to the numbered comments in that
letter, with your comments presented in bold italics. We have also enclosed with the copy of this letter that is being transmitted via courier, two copies of the Revised Proxy Statement and the
Amended 13E-3 in paper format, which are marked to show changes from the Proxy Statement and the Initial 13E-3, respectively. In addition to addressing the comments raised by
the Staff in its letter, the Company has revised the Proxy Statement and the Schedule 13E-3 to update other disclosure.

Schedule 13E-3

1.Please revise the Schedule and the document to be disseminated to security holders to clarify each filing person's response to Item 6 and 7 of
Schedule 13E-3. In doing so, please be certain to disclose the information regarding effects required by Instructions 2 and 3 to Item 1013 of
Regulation M-A.

        In
response to the Staff's comment, we have included on pages 33-34, additional disclosures in response to Items 6 and 7 of Schedule 13E-3 and the effects required by
Instructions 2 and 3 to Item 1013 of Regulation M-A. With respect to disclosures required pursuant to Item 6 of Schedule 13E-3, we believe that the disclosures on
pages 45-46 under the sections "Plans for WRC After the Merger," "Plans for Sale of Division" and "Deregistration of WRC Common Stock" cannot be differentiated with respect to each of the
filing persons since any post-merger plans for WRC will be entirely in the control of PEP.

Chapter 1—The Merger, page 2

2.We note from page 4 that Mr. Kevin Perkins, a filing person, and additional members of the Australian Management Group, who are currently members of
management of CFG will have the opportunity to exchange CFG shares for shares of the surviving entity. We also note that other management employees will have the opportunity to subscribe for equity
interests in the surviving company. Please tell us what consideration was given as to whether these additional persons, to the extent that they subscribe for equity interests in the surviving entity,
should be filing persons on the Schedule 13E-3. Refer to section II.D.3. of our Current Issues Outline, publicly available on our website, www.sec.gov, for further guidance
on the determination of when members of senior management become affiliates engaged in the Rule 13e-3 transaction.

        We
have considered, using the Current Issues Outline as our guidance, whether any other members of the management (the "Australian Management Group") of Collins Food Group ("CFG") should
be filing persons on the Schedule 13E-3. Other than Mr. Kevin Perkins, none of the members of the Australian Management Group are directors, officers or stockholders of WRC.
Such members of the Australian Management Group are not "affiliates" of WRC and should not be considered to be "on both sides" of the transaction. Therefore, we have determined that such other members
of the Australian Management Group need not be filing persons on the Schedule 13E-3. With respect to other management members of the Company that may be provided with the
opportunity to subscribe for equity interests in the investor group, the Company has been advised by the investor group that it has not yet determined the identity of such management members.
Therefore, even if other management members of the Company who could be considered "affiliates" of the Company ultimately are offered an opportunity to subscribe for equity interests in the investor
group, they took no part in the negotiations or evaluation of the transaction on behalf of the investment group at a time when they had been offered an equity participation.

3.Your Q&A and summary together are 17 pages long. Please revise the document to eliminate repetitive disclosure in these sections and to shorten the summary. The
summary term sheet should address all of the most material terms of the transaction and should begin immediately after any state law notice to security holders.

        In
response to the Staff's comment, we have eliminated repetitive disclosures by deleting the Q&A section and have moved the summary section.

4.We note that the per share consideration to be received in the transaction is based on a formula. Please revise the document as follows:

•Revise the summary to provide a toll free telephone number shareholders may call prior to determine the exact consideration to be received on a per
share basis.

•Add an illustrative table showing the range of consideration per share that may be received between the set high and low.

•Clarify whether the parties may terminate the transaction if exchange rates fluctuate beyond values that would result in the high and low threshold
consideration.

•If material, address the volatility of the exchange rate over a recent period, such as 90 days.

•Disclose the time period between the vote and the closing of the transaction.

•Disclose that the actual value of the consideration may differ from the example as of the latest practicable date, given that the actual
consideration will not be determined until immediately preceding closing.

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        In
response to the Staff's comment:

•we
have provided on page 9 a toll free telephone number stockholders may call to determine the exact consideration to be received on a per share basis once such
amount has been determined;

•we
have added additional examples illustrating the consideration formula to page 8 and have explained on page 7 that the stockholders may receive a per share
consideration that may fall anywhere within the disclosed range;

•we
have clarified on page 9 that the parties may not terminate the transaction if exchange rates fluctuate beyond values that would result in the high and low
threshold consideration;

•we
have addressed on page 7 the range of the exchange rate within the 90 days prior to the date of the Revised Proxy Statement (which disclosure will be
updated to cover the 90 days prior to the date of the definitive proxy statement);

•we
have disclosed on page 47 that the closing of the Merger is expected to occur within two days of obtaining the approval of the stockholders, assuming all other
conditions to closing have been satisfied at that time;

•we
have disclosed on page 9 that the consideration to be received by the stockholders may differ from the examples that are provided, given that the actual
consideration will not be determined until immediately prior to closing.

With
respect to the second bullet point above, because the final per share consideration may fall anywhere within the disclosed range, we believe it is more helpful to stockholders to provide a
statement to this effect and additional examples between the high and low prices.

5.Revise to clarify the board's plans if Houlihan Lokey is not able to provide fairness opinion the day before the special meeting, as discussed on page 14.
Confirm that you will amend the Schedule 13E-3 to include any additional reports prepared by Houlihan Lokey as exhibits to the document as required by Items 1015 and 1016 of
Regulation M-A. Also, please tell us how you intend to disseminate to security holders the results of Houlihan Lokey's analysis, a summary of any report, and the board's
consideration of their conclusion.

        In
response to the Staff's comment, we have included a statement on page 9 that if Houlihan Lokey Howard & Zukin Financial Advisors, Inc. ("Houlihan Lokey Financial
Advisors") does not issue a favorable fairness opinion the day before the special meeting, the Board of Directors of WRC intends to postpone or adjourn the special meeting while it considers actions
to be taken. Any such actions will be subsequently disclosed by the Company.

        The
Company will amend the Schedule 13E-3 to include as exhibits additional reports prepared by Houlihan Lokey Financial Advisors. The Company intends to issue a press
release on the business day before the special meeting regarding Houlihan Lokey Financial Advisors "bring-down" opinion and the Board of Director's consideration of the
"bring-down" opinion.

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Risk Factors, page 17

6.At the bottom of page 18 you state that "[c]ertain statements and assumptions in this proxy statement and in the documents attached or
incorporated by reference in this prosy statement contain or are based on 'forward-looking' information.... [and] that such statements are 'forward-looking statements' within
the meaning of the Private Securities Litigation Reform Act of 1995." Note that the safe harbor protections for forward-looking statements contained in the federal securities laws do not apply to
statements made in connection with a going-private transaction. See Section 21E(b)(2)(E) of the Securities Exchange Act of 1934 and Regulation M-A telephone interpretation
M.2 available at www.sec.gov, in the July 2001 Supplement to the Division of Corporation Finance's Manual of Publicly Available Telephone Interpretations. Please
eliminate the reference to the Act or otherwise clarify your disclosure.

        In
response to the Staff's comment, we have eliminated the reference to the Private Securities Litigation Reform Act of 1995.

7.In addition, you state, "WRC does not undertake any obligation to update or release any revisions to any forward-looking statements or to report any events or
circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events, except as required by law." Please revise to clarify your obligation under
Rules 13e-3(d)(2) and (f)(1)(iii) to amend the Schedule to reflect a material change in the information previously disclosed.

        In
response to the Staff's comment, we have added a statement on page 14 to clarify our obligations under Rules 13e-3(d)(2) and (f)(1)(iii) to amend the
Schedule 13E-3 to reflect any material change in the information previously disclosed.

The Merger, page 20

8.Refer to the fifth full paragraph on page 21. Please disclose the criteria used to select the final seven potential acquirors.

        In
response to the Staff's comment, we have revised page 16 to include the criteria used to select the final seven potential acquirors.

9.On page 23, revise to clarify the outstanding issues between April 20 and April 27.

        In
response to Staff's comment, we have included additional disclosures on page 18 to clarify the outstanding issues between April 20 and April 27.

Consideration Relating to the Merger, page 24

10.Generally, the factors outlined in Instruction 2 to Item 1014 are considered relevant in assessing the fairness of the consideration to be received in a going
private transaction. To the extent any of the listed factors was not deemed relevant in the context of this transaction, or was given little weight, this in itself may be an important part of the
decision-making process that should be explained for shareholders. For example, it does not appear that you have addressed liquidation value, net book value or historical market prices. See Q&A
No. 20 in Exchange Act Release No. 17719 (April 13, 1981). Please revise the investor group's fairness discussion in this regard as well.

        In
response to the Staff's comment, we have revised pages 20-22 to expand the Board of Director's fairness discussion and pages 31-32 to expand the investor group's
fairness discussion.

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11.Revise the sixth bullet point on page 25 to clarify the potential consideration from the "other possible liquidity events" that the board considered in
reaching its fairness determination. Also revise the sixth bullet point on page 26 to clarify what about the "current and prospective environment... and, in particular, competitive factors" the board
considered and how this weighed in favor of the fairness determination. Please make similar changes to the investor group's fairness determination, as applicable.

        In
response to the Staff's comment, we have revised pages 20-22 to clarify the other possible liquidity events that the Board of Directors considered in reaching its fairness
determination and to clarify the Board of Director's consideration of "current and prospective environment." We made similar changes to the investor group's fairness determination, where applicable.

12.Please revise this section to clarify how the board reached its procedural fairness determination despite the absence of all of the safeguards found in Item
1014 of Regulation M-A. See Q&A No. 21 in Exchange Act Release No. 17719. In this regard, we note the statement in the last full paragraph on page 24 that
"[b]ecause WRC is not affiliated with PEP and its affiliates, the Special Committee and the WRC Board of Directors determined that it was not necessary to retain an
unaffiliated representative to act solely on behalf of stockholders of WRC that are not employees or affiliates." As it appears that the two are affiliated, please revise this statement or advise. For
a discussion of affiliates of an issuer within the scope of Rule 13e-3, please see Item II.D.3 of the Division of Corporation Finance's Manual of Publicly Available Telephone
Interpretations, discussed above.

        In
response to the Staff's comment, we have included additional disclosures on page 20 to clarify how the board reached its procedural fairness determination. Prior to entering into
decisions regarding the merger, the investor group and the Company were not affiliated with each other. As a result of the negotiations between the investor group and Mr. Kevin Perkins, who is
an officer of the Company and a member of the Australian Management Group, is expected to become an officer of, and have equity ownership in one of the investor group entities upon completion of the
merger. Mr. Perkins and the investor group did not have any prior relationship. Under interpretation of the staff of the SEC, because Mr. Perkins will be affiliated with the investor
group upon consummation of the merger and is currently an officer of the Company, the investor group is considered to be an affiliate of the Company. The negotiations regarding the terms of the merger
agreement between the investor group and the Company were on an arm's-length basis and Mr. Perkins did not participate in the negotiations. Taking into consideration these factors, the Special
Committee and the WRC Board of Directors concluded that procedural fairness was maintained and determined that it was not necessary to retain an unaffiliated representative to act solely on behalf of
stockholders of WRC that are not employees or affiliates WRC or PEP for purposes of negotiating the terms of the merger.

Recommendation of the WRC Board of Directors, page 27

13.We note that the merger agreement and recomme