UFOC 2

Sample UFOC

Illinois

0

0

0

0

0

0

0

0

0

0

0

0

4

1

1

4

1

1

13

17

(18

Indiana

0

1

1

0

0

0

0

0

0

0

0

0

8

1

0

8

2

1

34

42

I! 43

Iowa

0

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

1

0

5

5

i: 5

Kansas

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

i: o

Kentucky

0

3

0

0

0

0

0

0

0

0

0

0

0

0

1

0

3

1

16

12

!:11

Louisiana

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

1

0

0

4

5

i 3

Maine

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

I 0

Maryland

0

0

0

0

0

0

0

0

0

0

0

0

0

2

0

0

2

0

1

1

i, 3

Massachusetts

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

i; o

Michiqan

0

0

0

0

0

0

0

0

0

0

0

0

2

0

0

2

0

0

7

9

I 7

Minnesota

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

I 0

Mississippi

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

2

2

I 1

Missouri

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

2

2

! 2

Montana

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

I 0

Nebraska

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

6

5

I 5

Nevada

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

1

1

I 1

New Hampshire

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

i: o

New Jersev

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

I. o

New Mexico

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

10

10

I 10

New York

0

0

0

0

0

0

0

0

0

0

0

0

1

0

1

1

0

1

7

8

I 6

North Carolina

0

0

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

1

3

3

i 3

North Dakota

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

2

1

i; 1

Ohio

0

0

0

0

0

0

0

0

0

0

0

0

12

0

0

12

0

0

22

34

I34

Oklahoma

0

0

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

1

0

0

[ 0

Oreqon

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

1

1

I! 1

Pennsylvania

0

2

0

1

0

0

0

0

0

0

0

0

3

0

0

4

2

0

13

16

015

Rhode Island

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

I! 0

South Carolina

0

0

0

0

0

0

0

0

0

0

0

0

10

1

1

10

1

1

5

14

L15

South Dakota

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

i; o

Tennessee

0

2

0

0

0

0

0

0

0

0

0

0

0

0

0

0

2

0

4

4

I. 4

Texas

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

1

0

0

6

5

C 4

Utah

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

i 0

Vermont

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

I 0

Virqinia

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

9

9

I. 7

Washington

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

1

1

i: 1

Washington D.C.

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

: o

TJCUFOC.0603.doc


T.J. CINNAMONS® CLASSIC BAKERY

FRANCHISED STORES STATUS SUMMARY

FOR YEARS 2002/2001/2000

(continued)

Left                                                         Franchises

Cancelled or                   Not                  Reacquired by             System                  Total Left                    Operating

State                                Transfers               Terminated                Renewed                   Arby's                      Other                    Columns                 At End of Year

02/

01/

00/

02/

01/

00/

02/

01/

00/

02/

01/

00/

02/

01/

00/

02/

01/

00/

02/

01/

00/

West Virginia

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

10

6

6

Wisconsin

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

1

0

0

4

5

5

Wyoming

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

DOMESTIC

2

e

4

1

0

0

0

0

0

2

0

0

88

8

43

93

16

47

262.

336

327

INTERNATIONAL

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

»* 0

. 0

0

TOTAL

2

8

A

1

0

0

0

0

0

2

0

0

88

8

43

93

16

47

262

336.

327

Note: 1) 2002 numbers are as of December 29, 2002; 2001 numbers are as of December 30, 2001; 2000 numbers are as of January 1, 2001.

2)      The numbers in the 'Total" column may exceed the number of stores affected because several events may have affected the same store. For example, the same store may have had multiple owners.

3)      On December 27, 2002, Triarc Companies, Inc. acquired Sybra, Inc.; our second largest Franchisee.

See Exhibit A for the names, addresses, and phone numbers to the above-listed bakeries operating at the end of the fiscal year.

T.J. CINNAMONS® CLASSIC BAKERY

Our Affiliate, Sybra, Inc., Company-Owned Outlets

Connecticut

2

DOMESTIC

. * ' " ' '■! "''W '■' <■" '*.-

INTERNATIONAL

■ ■. ■. ■" ■■■- o- ■" ■■

TOTAL

- " *' '" 2 ■■ '"*■ 'T" '- -

TJCUFOC.0603.doc

77


T.J. CINNAMONS® SIGNATURE BAKERY

LIST OF OUTLETS

FRANCHISED STORES STATUS SUMMARY

FOR YEARS 2002/2001/2000

State

Transfers

Cancelled or

Terminated

Not Renewed

Reacquired by Arby's

Left System Other

Total Left Columns

Franchises Operating At End of Year

02/

01/

00/

02/

01/

00/

02/

01/

00/

02/

01/

00/

02/

01/

00/

02/

01/

00/

02/

01/

00/

Alabama

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Alaska

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Arizona

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Arkansas

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

. 0

California

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Colorado

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

Connecticut

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Delaware

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Florida

0

0

0

0

0

1

0

0

0

0

0

0

0

0

0

0

0

1

4

3

1

Georgia

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

Hawaii

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Idaho

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Illinois

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

2

1

1

Indiana

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

1

1

0

Iowa

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

1

1

1

Kansas

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Kentucky

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

1

0

0

0

1

0

Louisiana

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Maine

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Maryland

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

1

1

1

Massachusetts

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

1

0

0

0

0

0

Michigan

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Minnesota

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Mississippi

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

4

4

2

Missouri

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Montana

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Nebraska

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Nevada

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

New Hampshire

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

New Jersey

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

New Mexico

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

New York

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

North Carolina

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

North Dakota

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Ohio

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

Oklahoma

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

Oreqon

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Pennsylvania

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Rhode Island

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

South Carolina

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

South Dakota

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Tennessee

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

Texas

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Utah

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Vermont

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Virginia

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

2

0

0

Washington

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Washinqton D.C.

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

West Virginia

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Wisconsin

0

0

0

0

0

0

0

0

0

0

0

0

1

0

0

1

0

0

4

1

0

Wyominq

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

DOMESTIC

0

0

0

0

1

0

0

0

0

0

0

0

3

0

0

3

0

1

24

13

1 6

INTERNATIONAL

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

I o

TOTAL

0

0

0

0

1

0

0

0

0

0

0

0

3

0

0

3

0

1

24

13

? 6

TJCUFOC.0603.doc


Note:

1)     2002 numbers are as of December 29,2002; 2001 numbers are as of December 30,2001; 2000 numbers are as of January 1,2001.

2)     The numbers in the "Total" column may exceed the number of stores affected because several events may have affected the same store. For example, the same store may have had multiple owners.

See Exhibit A for the names, addresses, and phone numbers to the above-listed bakeries operating at the end of the fiscal year.

Franchised

TJC Single Brand Bakeries

List of Outlets

As of December 29,2002

Arizona

0

Arkansas

1

California

0

Connecticut

1

Louisiana

0

Oklahoma

0

Pennsylvania

1

Texas

0

DOMESTIC *" ' ' '""

-"- 3& ,' -

INTERNATIONAL

* <*' o >ll **

TOTAL-

' S 3 'W*.

See Exhibit A for the names, addresses, and phone numbers to the above-listed bakeries operating at the end of the fiscal year.

PROJECTED OPENINGS

TJC CLASSIC BAKERIES

FOR 2003

State

Projected Franchised New Stores in the Fiscal Year 2002

California

1

Florida

2

Georgia

1

Illinois

1

Kentucky

1

Louisiana

1

Michigan

1

Nebraska

1

New York

2

North Carolina

1

Ohio

2

Oregon

.1

South Carolina

1

Texas

1

Virginia

2

West Virginia

1

TOTAL

20

79


There are no projected company-owned openings in Fiscal Year 2003.

PROJECTED OPENINGS

TJC SIGNATURE BAKERIES

FOR 2003

State

Projected Franchised New Stores in the Fiscal Year 2002

Florida

Louisiana

New Jersey

North Carolina

Oklahoma

Texas

TOTAL

6

There are no company-owned openings projected for Fiscal Year 2003.

T.J. CINNAMONS FRANCHISE SYSTEM - SINGLE BRAND BAKERIES There are no franchised or company-owned openings projected for Fiscal Year 2003.

T.J. CINNAMONS® CLASSIC BAKERY

Franchisees Who Ceased to Operate Under a Franchise Agreement From

December 30. 2001 - December 29.2002

The following sets forth the TJC Classic Bakery Franchisees throughout the United States who have been terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under a T.J. Cinnamons® Classic Bakery Franchise Agreement, between December 31, 2001 and December 29, 2002, or who have ceased doing business with Arby's Brands, LLC within ten weeks of the application date of this offering circular.

Franchisee Contact/Address/Phone No.

Unit

No.

Address of T.J. CINNAMONS® Classic Bakery

BAILEY, GEOFFREY THE BAILEY COMPANY 601 CORPORATE CIRCLE GOLDEN, CO 80401 (303) 384-0200

198

266

293

591

858

917

964

1471

1592

1972

5992

6377

6600

6648

2310 E COLFAX AVE

11611 W COLFAX AVE

501 E 84TH ST

1480 S COLORADO BLVD

7637 W JEWELL

1155 NORTH AVE

2150 N MAIN ST

2115 GRAND AVE

1099 S BLACK HAWK ST

3903 E120TH AVE

9290 DANIELS PKWY

10809 TURNER BLVD

402 BROMLEY LANE

7990 WADSWORTH BLVD

DENVER

LAKEWOOD

THORNTON

DENVER

LAKEWOOD

GRAND JUNCTION

LONGMONT

GLENWOOD SPRINGS

AURORA

THORNTON

FORT MYERS

LONGMONT

BRIGHTON

ARVADA

CO

CO

CO

CO

CO

CO

CO

CO

CO

CO

FL

CO

CO

CO

80206

80215

80229

80222

80232

81501

80501

81601

80012

80233

33912

80504

80601

80003

TJCUFOC.0603.doc

80


T.J. CINNAMONS® CLASSIC BAKERY

Franchisees Who Ceased to Operate Under a Franchise Agreement From

December 30, 2001 - December 29, 2002

Continued -

6879

6881

7601 WESTGATE DR

6925 W ALAMEDA AVE

FORT COLLINS

LAKEWOOD

CO

CO

80528

80219

BEST, RICHARD BEST BEEF, INC. 3510 PARK. PLACE WEST M1SHAWAKA, IN 46545 (574) 277-7540___________

668

1157

710 W MCKINLEY AVE

3425 LINCOLN WAY W

MISHAWAKA

SOUTH BEND

IN

IN

46544

46628

DUREL, JOEY

LYNDOL ENTERPRISES, INC.

ARBY*S RESTAURANT # 1795

3333 AMBASSADOR CAFFERY

PARKWAY

LAFAYETTE, LA 70503

(337)981-9637________________

6658 1930 W PINHOOK RD

LAFAYETTE

LA

70508

KRAMER, MICHAEL

CHI-CO, INC.

1915 E MOUNTAIN LAUREL

CIRCLE

ISLANDS RANCH, CO 80126

(303) 886-2222______________

96

6891

139 N NORTHWEST HWY

4021 W183RDST

PALATINE

COUNTRY CLUB HILLS

IL

IL

60067

60478

KUMAR, MADHU AND NAVNIT

NEW YORK FOOD

CORPORATION

2 MEADOW WOOD LANE

RYE, NY 10580

(914)967-8635____________

6808 305 6TH AVE

NEW YORK

NY

10014

PILOT TRAVEL CENTERS LLC BARNES, JAMES 5508 LONAS ROAD KNOXVILLE, TN 37909 (865) 588-7488________________

6106 5619EIH10

SAN ANTONIO

TX

78219

PR1ESTER, LONNIE

JESS FOODS, LLC

8300 UT1CA AVENUE

SUITE 302

RANCHO CUCAMONGA, CA

91729

(909)948-3050______________

6946 59 TECHNOLOGY DR

IRVINE

CA

92714

.AN -*iA>1

RASMUSSEN, DENNIS 3901 MERIDIAN CIRCLE VERONA, WI 53593 (608) 256-6205

1947 601 S GAMMON RD

MADISON

WI

53719

a*.

ROUSH JR, GERALD AND

LYKENS, SAM

JRL, INC.

5 VALLEY STREET

LEW1STOWN, PA 17044

(717)242-1757____________

5916

54 BENVENUE RD

DUNCANNON

PA

17020

TJCUFOC.0603.doc


T.J. CINNAMONS® CLASSIC BAKERY Franchisees Who Ceased to Operate Under a Franchise Agreement

|

From December 30. 2001 - December 29.2002 Continued -

!B$F9HI ?siK^f3!1

immsm^aKmamMmmmmmm

|8^^jffi^fim^^SJ^Si6a^

RTM, INC.

UMPHENOUR, RUSSELL 5995 BARFIELD ROAD ATLANTA GA 30328 (404) 256-4900

13

1425 S BYRNE RD

TOLEDO

OH

43614

II

25

1455 SECOR RD

TOLEDO

OH

43607

)

48

6723 AIRPORT HWY

HOLLAND

OH

43528

1

73

760 W MARKET ST

TIFFIN

OH

44883

i

217

1502 N CLINTON

DEFIANCE

OH

43512

I

251

61 IE MANHATTAN

TOLEDO

OH

43608

1

354

2522 WOODVILLE RD

NORTH WOOD

OH

43619 1

777

4411TALMADGERD

TOLEDO

OH

43623 '

793

6124 RIVERS AVE

NORTH CHARLESTON

SC

29406

821

2223 S REYNOLDS RD

TOLEDO

OH

43614

837

1205 W ALEXIS RD

TOLEDO

OH

43612

838

2647 NAVARRE AVE

OREGON

OH

43616

881

2130 E COUNTY LINE RD

INDIANAPOLIS

IN

46227

929

329 N MAIN ST

SUMMERVILLE

SC

29483

1020

341 FOLLY RD

CHARLESTON

SC

29412

1025

307 MALL BLVD

SAVANNAH

GA

31406

1114

1646 SAM RITTENBERG BLVD

CHARLESTON

SC

29407

1218

2626 SANDY PLAINS RD NE

MARIETTA

GA

30066

1220

10601 ALPHARETTA HWY

ROSWELL

GA

30025

1264

2680 WINDY HILL RD SEQ

MARIETTA

GA

30067

1371

2000 EASTERN AVE

VERONA

PA

15147

1674

209 GENERAL SCREVEN WAY

HINESVILLE

GA

31313

1700

1751 HOWELL MILL RD NW

ATLANTA

GA

30318

1735

3250 BARRETT LAKES

KENNESAW

GA

30144

1751

246 SPRING ST

CHARLESTON

SC

29403

1802

4554 US HWY 17

RICHMOND HILL

GA

31324

1815

1612 N EXPRESSWAY

GRIFFIN

GA

30223

1838

4615 JONESBORORD

UNION CITY

GA

30291

1884

11411 ABERCORN EXT

SAVANNAH

GA

31419

1925

228 US HWY 80

SAVANNAH

GA

31408

1948

622 FAIR RD

STATESBORO

GA

30458

5044

2365 PLEASANT HILL RD

DULUTH

GA

30096

5092

8089 RIVERS AVE

NORTH CHARLESTON

SC

29418

5239

1190 JOHNNIE DODDS BLVD

MOUNT PLEASANT

SC

29464

5248

12WDERENNEAVE

SAVANNAH

GA

31405

5249

2635 SKIDAWAY RD

SAVANNAH

GA

31404

5533

421 68THSTSW

GRAND RAPIDS

MI

49508

5553

2161 ROSWELLRDNE

MARIETTA

GA

30062

5568

163 MAIN ST

TRUSSVILLE

AL

35173

5700

2280 HWY 135 N

CORYDON

IN

47112

5852

1518 S WASHINGTON ST

CRAWFORDSVILLE

IN

47933

5915

1312 S 13THST

DECATUR

IN

46733

6047

6225 TURNER LAKE RD NW

COVINGTON

GA

30014

TJCUFOC.0603.doc


T.J. CINNAMONS® CLASSIC BAKERY

Franchisees Who Ceased to Operate Under a Franchise Aereement from

December 30. 2001 - December 29, 2002 Continued -

6128

5100 ASHLEY PHOSPHATE RD

CHARLESTON

SC

29418

6319

103 POTOMAC DR

MOUNT VERNON

IL

62864

6340

786 W ERVIN RD

VAN WERT

OH

45891

6479

2154MTZIONPKWY

MORROW

GA

30260

6621

4375 WADE GREEN RD

KENNESAW

GA

30144

6645

122 HWY 61 CONNECTOR

VILLA RICA

GA

30180

6702

21 PRICE CREEK RD

BREMEN

GA

30110

6729

133 N HWY 74

PEACHTREE CITY

GA

30269

6758

1384 E MAIN ST

CARBONDALE

IL

62901

6775

2501 E STATE RD 44

SHELBYV1LLE

IN

46176

6776

11730 PENDLETON PIKE

rNDIANAPOLIS

IN

46236

6783

700 CHICAGO DR

HOLLAND

MI

49423

6796

1090 HAMMOND DR

ATLANTA

GA

30328

6812

3595 PEACHTREE PKWY

SUWANEE

GA

30024

6819

514 N HIGHWAY 52

MONCKS CORNER

SC

29461

6854

1590 OLD TROLLEY RD

SUMMERVILLE

SC

29485

6959

665 W CROSSVILLE RD

ROSWELL

GA

30075

6976

2755 CHAPEL HILL RD

DOUGLASVILLE

GA

30134

V

;-/■ \*%V i .

WILLIAMS, LAWRENCE E. PA BEEF WEST, INC. 606 GRANDVIEW AVENUE PITTSBURGH, PA 15211 (412)488-9040

6752

301 S HILLS VILLAGE MALL

PITTSBURGH

PA

15241

6753

WESTMORELAND MALL FC1

GREENSBURG

PA

15601

[REST OF PAGE INTENTIONALLY LEFT BLANK]

TJCUFOC.0603.doc

83


T.J. CINNAMONS® SIGNATURE BAKERY

Franchisees Who Ceased to Operate Under a Franchise Agreement From December 31.2001 - December 29.2002

There are no T.J. Cinnamons® Signature Bakery Franchisees throughout the United States who have been terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under a T.J. Cinnamons® Signature Bakery Franchise Agreement between December 31, 2001 and December 29, 2002, or who have ceased doing business with Arby's Brands, LLC within ten weeks of the application date of this offering circular.

Franchisee Contact/Address/Phone No.

Unit

No.

Address of TJ. CINNAMONS® Sienature Bakery

BJ'S WHOLESALE CLUB, INC. WAINGORTIN, ERNEST ONE MERCER ROAD NATICK,MA 01760 (508)651-7400

3622

BJ'S WHOLESALE CLUB #47 26 WHITTIER ST.

FRAMINGHAM

MA

01701

&M$MkWMWMMj&^

CA ONE SERVICES, INC. ALLEN FOOD SERVICE BOWD1SH, BRIAN 40 FOUNTAIN PLAZA 11TH FLOOR BUFFALO, NY 14202 (716)858-5040

3610

CINCINNATI-N KY INT'L AIRPORT 3013 TERMINAL DR., CONCOURSE B TERMINAL 3

HEBRON

KY

41048

STOP N GO, INC.

BURNS, GERALD T.

2934 FISH HATCHERY ROAD

MADISON, WI 53713

(608)271-8764

3620

1607 NINTH ST.

MONROE

WI

53566

T.J, CINNAMONS® SINGLE BRAND BAKERY

Franchisees Who Ceased to Operate Under a Franchise Agreement From December 31.2001 - December 29,2002

The following sets forth the TJC Single Brand Bakery Franchisees throughout the United States who have been terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under a T.J. Cinnamons® Single Brand Bakery Franchise Agreement, between December 31, 2001 and December 29, 2002, or who have ceased doing business with Arby's Brands, LLC within ten weeks of the application date of this offering circular.

TJCUFOC.0603.doc

84


T.J. CINNAMONS® SINGLE BRAND BAKERY

Franchisees Who Ceased to Operate Under a Franchise Agreement From

December 31, 2001 - December 29, 2002

Continued -

COURV1LLE, GLENN PAUL CAFE' HOLDINGS. INC. 3613 F AMBASSADOR CAFFEREY

LAFAYETTE, LA 70503 (337) 298-6252

3501

3613 F AMBASSADOR PKWY.

LAFAYETTE

LA

70503

GLOYNA, EDWIN SCOTT DAY BREAK, INC. 4406 19TH STREET LUBBOCK, TX 79407 (806)799-1994

3518

319 82NDST.

LUBBOCK

TX

79404

ROELKER, RICHARD A. C/O TJ CINNAMON'S 7865 E BROADWAY, STE 175 TUCSON, AZ 85710 (520) 760-2423

3532

BROADWAY/PANT ANO CTR. 7865 E BROADWAY BLVD., #175

TUCSON

AZ

85710

WARD, GREG GOURMET BAKERIES INC. 706 TWIN LAKES DRIVE PITTSBURG, KS 66762

(620)231-8508

3534

WOODLAND HILLS MALL 7021 S MEMORIAL DR.

TULSA

OK

74133

[END OF ITEM 20]

TJCUFOC.0603.doc

85


Item 21 FINANCIAL STATEMENTS

A copy of the audited Financial Statement of Arby's Brands, LLC for the period from inception August 1, 2000, through December 31, 2000, and as of and for the two years ended December 29, 2002, and Independent Auditors' Report are set forth in Exhibit B of this Offering Circular.

Also attached as part of Exhibit B is the Arby's Brands, LLC Unaudited Balance Sheets and Statements of Operations, dated September 28, 2003. THESE FINANCIAL STATEMENTS ARE PREPARED WITHOUT AN AUDIT. PROSPECTIVE FRANCHISEES OR SELLERS OF FRANCHISES SHOULD BE ADVISED THAT NO CERTIFIED PUBLIC ACCOUNTANT HAD AUDITED THESE FIGURES OR EXPRESSED HIS/HER OPINION WITH REGARD TO THE CONTENT OR FORM.

[END OF ITEM 21]

TJCUFOC.0603.doc

86


Item 22

CONTRACTS

If you are a current Arby's Franchisee operating an Arby's concept (Arby's Traditional, Arby's Express), and desire to add the TJC Classic Bakery to your operating Arby's concept, you will be required to comply with and execute the following forms of agreements:

NAME OF AGREEMENT

ACRONYM

EXHIBIT

PURPOSE

T.J. Cinnamons® Classic Bakery Franchise Agreement & applicable State Addendum

TJCDBFA

D-l

To operate a TJC Classic Bakery.

Acknowledgement of Receipt T.J. Cinnamons® Operating Standards Manual

E

Acknowledgement by you of receipt of the TJC Manuals (See Item 11) and your agreement to comply with the confidentiality of the TJC Manuals.

Arby's Franchisee Compliance Certification For Dual Brand Restaurants

G

Acknowledgement by you of Arby's compliance with Franchising policies and regulatory requirements.

Transfer Approval Agreement, Agreement of Cancellation and Termination, and General Release

TJCTAAF

H

To transfer license from one entity to another.

NOT an Arby's Franchisee:

If you desire to convert your Existing Business to include the TJC Signature Bakery, but do not have an operating Arby's concept, you will be required to comply with and execute the following form of agreements:

NAME OF AGREEMENT

ACRONYM

EXHIBIT

PURPOSE

Third Party Consent Agreement

DBCA

C

Consent to operate a TJC Signature Bakery at a specific location in addition to the operation of the Existing Business.

T.J. Cinnamons® Signature Bakery Franchise Agreement & applicable State Addendum

TJCALTCFA

D-2

To operate a TJC Signature Bakery.

Acknowledgement of Receipt T.J. Cinnamons® Operating Standards Manual

E

Acknowledgement by you of receipt of the TJC Manuals (See Item 11) and your agreement to comply with the confidentiality of the TJC Manuals.

Transfer Approval Agreement, Agreement of Cancellation and Termination, and General Release

TJCTAAF

H

To transfer license from one entity to another.

TJCUFOC.0603.doc

87


Further, as a TJC Classic or TJC Signature Franchisee, you may be required to execute the following agreements, as well:

NAME OF AGREEMENT

ACRONYM

EXHIBIT

PURPOSE

Guarantee (if applicable)

F

Acknowledgement by you that you will unconditionally guarantee to punctually pay and perform all obligations under the T.J. Cinnamons® Classic Bakery Franchise Agreement or the T.J. Cinnamons® Signature Bakery Franchise Agreement.

We have granted and may grant agreements at different times and in different situations that contain provisions that differ substantially from the forms of the Agreements in this Offering Circular. Consequently, your obligations under any of the attached agreements may differ substantially from those of other Franchisees.

[END OF ITEM 22]

TJCUFOC.0603.doc

88


Item 23 RECEIPT

A DETACHABLE STATE-SPECIFIED RECEIPT APPEARS AT THE VERY END OF THIS UNIFORM FRANCHISE OFFERING CIRCULAR.

PLEASE ACKNOWLEDGE RECEIPT OF THIS CIRCULAR BY FILLING IN THE BOTTOM PORTION WHERE INDICATED WITH THE APPROPRIATE INFORMATION (ON BOTH FRANCHISEE AND FRANCHISOR COPIES) AND FORWARDING THE "FRANCHISOR'S" COPY TO US.

[END OF ITEM 23]

TJCUFOC.0603.doc

89



STATE APPLICABLE

ADDENDA

to

OFFERING CIRCULAR

California

Hawaii

Illinois

Indiana

Maryland

Minnesota

New York

North Dakota

Rhode Island

Washington

Wisconsin


[INTENTIONAL BLANK PAGE]


CALIFORNIA

ADDENDUM TO

THE UNIFORM FRANCHISE OFFERING CIRCULAR

Arby's Brands, LLC ("Arby's") hereby amend their Uniform Franchise Offering Circular ("UFOC") as required in the State of California by incorporating this Addendum, as follows:

THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRED THAT A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED TOGETHER WITH THIS OFFERING CIRCULAR.

1.         Item 3 of the UFOC shall be amended for the State of California to include the following:

"Neither the franchisor, nor any person referenced in Item 2 of the UFOC is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending or expelling such persons from membership in such association or exchange."

2.         The California Business and Professions Code Sections 20000 through 20043 provide rights to the franchisee concerning termination or non-renewal of a franchise. If the franchise agreement contains a provision that is inconsistent with the California law, the law may control. Therefore, Item 17 of the UFOC is amended to include the following:

A)        The franchise agreement contains a covenant not to compete that extends beyond the termination of the franchise. This provision may not be enforceable under California law.

B)        If the franchise agreement requires binding arbitration, then please note that such provisions may not be enforceable under California law.

C)        If the franchise agreement contains a liquidated damage clause, then please note that under California Civil Code Section 1671, certain liquidated damages clauses may not be enforceable.

D)        The franchise agreement requires application of the laws of Florida. This provision may not be enforceable under California law.

E)         Section 31125 of the California Corporations Code requires the Franchisor to give the Franchisee a disclosure document, in a form and containing such information as the Commissioner may by rule or order require, prior to a solicitation of a proposed material modification of a franchise.

OC-Addendum.2001 .doc


[INTENTIONAL BLANK PAGE]

OC-Addendum.2001 .doc


HAWAII

ADDENDUM TO OFFERING CIRCULAR

The following information applies to franchises and franchisees subject to Hawaii Statues and Regulations:

1.   There are no states in which this proposed registration is effective or exempt from registration at this time.

2.   The states in which this proposed registration is or will be shortly on file, or will shortly be exempt from registration:

California, Hawaii, Illinois, Indiana, Maryland, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin

3.   There are no states which have refused, by order or otherwise, to register these franchises at this time.

4.   There are no states which have revoked or suspended the right to offer these franchises at this time.

5.   There are no states in which the proposed registration of these franchises, has been withdrawn.

6.   Item 17 of this Offering Circular provides, in part, that the Franchisee has no interest upon termination of, or refusal to renew or extend the Franchise Agreement. Item 17 is hereby amended to provide that upon termination or refusal to renew the Franchise Agreement, the Franchisee will be compensated for the fair market value of certain assets of the franchised business, as more fully described in Haw. Rev. Stat. §482E-6(3).

OC-Addendum.200] .doc


[THIS PAGE INTENTIONALLY LEFT BLANK]


ILLINOIS

ADDENDUM TO FRANCHISE OFFERING CIRCULAR

For Illinois franchisees, Illinois Law, 815 ILCS 705/19 and 705/20, governs the Franchise Agreement. The conditions under which the franchise can be terminated and rights upon non-renewal may be affected by Illinois Law. Any provision in a Franchise Agreement that designates jurisdiction or venue in a forum outside of Illinois is void.


[THIS PAGE INTENTIONALLY LEFT BLANK]


INDIANA

ADDENDUM TO OFFERING CIRCULAR

Notwithstanding anything to the contrary set forth in the Franchise Offering Circular, the following provisions will supersede and apply to all franchises offered and sold in the State of Indiana:'

1.          The laws of the State of Indiana supersede any provisions of Agreements of Florida law if such provisions are in conflict with Indiana law.

2.          No release language set forth in the Agreements will relieve the franchisor or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of Indiana.

3.          The prohibition by Indiana Code 23-2-2.7-1(7) against unilateral termination of the franchise without good cause or in bad faith, good cause being defined therein as a material breach of the Franchise Agreement, shall supersede the provisions of the Agreements in the State of Indiana to the extent they may be inconsistent with such prohibition.

OC


[THIS PAGE INTENTIONALLY LEFT BLANK]


MARYLAND

ADDENDUM TO THE OFFERING CIRCULAR

Item 17, entitled Renewal, Termination, Transfer and Dispute Resolution is amended in accordance with the following:

a)          Under g. "Cause" defined: defaults which cannot be cured", the addition of the following language between the words "Act" and "you":

"unless such provision is not enforceable under federal bankruptcy law (11 U.S.C. Section 101 et seq.V'

b)          Under n, "Conditions for Arby's approval of transfer" the addition of the following language to the original language that appears therein:

"The general release required as a condition of renewal and/or assignment or transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law."

c)          Under no specific paragraph, but rather to the original language that appears therein the . following is added:

"Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three (3) years after the grant of the franchise."

d)          You may sue in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.

OC-Addendum.2001 .doc


[THIS PAGE INTENTIONALLY LEFT BLANK]


ADDENDUM TO OFFERING CIRCULAR

1. Cover Page, is hereby amended by the following language:

"Minnesota Statutes 1984, Chapter 80C.21 and Minnesota Rule 2860.4400D prohibits Arby's from requiring you to assent to a general release. In addition, nothing in the agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.

Further, Minnesota Rule 2860.4400J prohibits us from requiring litigation to be conducted outside Minnesota. In addition, nothing in the offering or agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction."

2.       Item 13, entitled Trademarks is hereby amended by the addition of the following language to the original language that appears therein:

"The State of Minnesota considers it unfair to not protect the franchisee's rights to use the trademarks. Therefore, in accordance with Minnesota Stat. §80C12, Subd. 1(g), Arby's will protect your right to use the trademarks, service marks, trade names, logotypes or other commercial symbols or indemnify you from any loss, costs or expenses arising out of any claim, suit or demand regarding the use of the name."

3.       Item 17, entitled Renewal, Termination, Transfer and Dispute Resolution is hereby amended by the addition of the following language to the original language that appears herein:

"Minnesota Law provides franchisees with certain Termination and non-renewal rights. Minnesota Stat. §80C14, Subd. 3, 4 and 5 require, except in certain specified cases, that a franchisee be given a ninety (90) day notice of termination (with sixty [60] days to cure) and one hundred eighty (180) days notice for non-renewal of the License

Agreement."

4. Item 17, entitled Renewal, Termination, Transfer and Dispute Resolution is hereby amended by the addition of the following language to the original language that appears herein:

"Minnesota Rule 2860.4400D prohibits us from requiring you to assent to a general release. In addition, nothing in the offering circular or agreements can abrogate or reduce any of your rights as provided in Minnesota Rule 2860.440D, or your rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction."

OC-Addendum.2001 .doc


[THIS PAGE INTENTIONALLY LEFT BLANK]


NEW YORK

ADDENDUM TO OFFERING CIRCULAR

Notwithstanding anything to the contrary set forth in the Offering Circular or any of the agreements which are exhibits thereto, the following provisions will supersede and apply to all franchises offered and sold under the laws of the State of New York:

THE FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU ABOUT ITEMS COVERED IN THE PROSPECTUS. HOWEVER, THE FRANCHISOR CANNOT USE THE NEGOTIATING PROCESS TO PREVAIL UPON A PROSPECTIVE FRANCHISEE TO ACCEPT TERMS WHICH ARE LESS FAVORABLE THAN THOSE SET FORTH IN THIS PROSPECTUS.

ITEM 2.           BUSINESS EXPERIENCE

Item 2 of the Offering Circular lists the directors, principal officers and other executives who will have management responsibility in connection with the operation of Arby's Brands, LLC's business relating to the franchises offered by this offering circular, with a statement for each regarding his principal occupations over the past five years.

ITEM 3.           LITIGATION

Except as may be otherwise set forth in Item 3 of the Offering Circular, neither Arby's Brands, LLC, its affiliates nor any person named in Item 2 above has pending any administrative, criminal or material civil action (or a significant number of civil actions irrespective of materiality) alleging a violation of any franchise law, securities law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, misappropriation of property or comparable allegations.

Except as may be otherwise set forth in Item 3 of the Offering Circular, neither Arby's Brands, LLC, its affiliates nor any person named in Item 2 above has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of a misdemeanor or pleaded nolo contendere to a misdemeanor charge or been held liable in a civil action by final judgment or been the subject of a material complaint or other legal proceeding, if such misdemeanor conviction or charge or civil action, complaint or other legal proceeding involved violation of any franchise law, securities law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, misappropriation of property or comparable allegations.

Except as may be otherwise set forth in Item 3 of the Offering Circular, neither Arby's Brands, LLC, its affiliates, nor any person named in Item 2 above is subject to any currently effective injunctive or restrictive order or decree relating to franchises in general or the franchise offered hereby or under any federal, state or Canadian franchise, securities, antitrust, trade regulation or trade practice law as a result of a concluded or pending action or proceeding brought by a public agency.

OC-Addendum.2001 .doc

1


NEW YORK

ITEM 4.           BANKRUPTCY

Except as may be otherwise set forth in Item 4 of the Offering Circular, neither Arby's Brands, LLC nor any predecessor, affiliate, officer or general partner of Arby's Brands, LLC has, during the fifteen year period immediately preceding the date of this offering circular, been adjudged bankrupt or reorganized due to insolvency, or was a principal officer of any company or a general partner in any partnership that was adjudged bankrupt or reorganized due to insolvency during or within one year after the period that such officer or general partner of Arby's Brands, LLC held such position in such company or partnership, nor has any such bankruptcy or reorganization proceeding been commenced.

ITEM 17          RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

1.           You may utilize whatever legal rights you may possess to suspend or discontinue operations due to a breach by Arby's Brands, LLC. You may terminate the agreements on any grounds available by law.

2.           The following language is added to Item 17 (n) ("Conditions for our approval of transfer") immediately following the phrase "general release":

"; provided, however, that all rights enjoyed by Franchisee and any causes of action arising in its favor from the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder shall remain in force; it being the intent of this proviso that the non-waiver provisions of GBL, Section 687.4 and 687.5 be satisfied."

3.           The following language is added to Item 17 (k) ("Assignment of contract by us"):

"However, no assignment will be made except to an assignee who in good faith and judgment of the franchisor, is willing and financially able to assume the franchisor's obligations under the franchise agreement."

4.           The following language is added to Item 17 (x) ("Choice of Law"):

"The foregoing choice of law should not be considered a waiver of any right conferred upon the franchisor or upon the franchisee by Article 33 of the General Business Law of the state of New York."

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NORTH DAKOTA

ADDENDUM TO FRANCHISE OFFERING CIRCULAR

Arby's Brands, LLC has been advised that the Securities Commissioner of the State of North Dakota has concluded the following to be unfair, unjust or inequitable to North Dakota franchisees, pursuant to Section 51-19-09 of N.D.C.C.:

A)         Restrictive Covenants: Franchise Offering Circulars which disclose the existence of covenants restricting competition contrary to Section 9-08-06, N.D.C.C., without further disclosing that such covenants will be subject to this statute.

B)         Situs of Arbitration Proceedings: Franchise agreements providing that the parties must agree to the arbitration of disputes at a location that is remote from the site of the franchisee's business.

C)         Restrictions on Forum: Requiring North Dakota franchisees to consent to the jurisdiction of courts outside North Dakota.

D)         Liquidated Damages and Termination Penalties: Requiring North Dakota franchisees to consent to liquidated damages or termination penalties.

E)         Applicable Laws: Franchise Agreements which specify that they are to be governed by the laws of the state other than North Dakota.

F)          Waiver of Trial by Jury: Requiring North Dakota franchisees to consent to the waiver of a trial by jury.

G)         Waiver of Exemplary & Punitive Damages: Requiring North Dakota franchisees to consent to a waiver of exemplary and punitive damages.

H)        Execution of General Release Upon Renewal of Franchise Agreement: Requiring North Dakota

franchisees to execute General Releases when they renew their Franchise Agreement.

Consequently, to the extent required by applicable North Dakota law, any references contained in this offering circular to the above items, shall not in any way abrogate or reduce any rights of the franchisee as provided for in the N.D.CC. Section 51-19-09.

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RHODE ISLAND

ADDENDUM TO THE OFFERING CIRCULAR

Item 17, entitled Renewal, Termination, Transfer and Dispute Resolution Item v., "Choice of Forum" and Item w. "Governing Law" are hereby amended by the addition of the following language to the original language that appears herein:

v. Choice of Forum

Article 20:3 of the Classic Bakery Franchise Agreement Article 20:3 of the Signature Bakery Franchise Agreement

The Franchise Agreements are subject also to the applicable provisions of the Rhode Island Franchise Investment Act. Stat. 19-28.1-14.

w. Governing Law

Article 20:2 of the Classic Bakery Franchise Agreement Article 20:2 of the Signature Bakery Franchise Agreement

The Agreements are subject also to the applicable provisions of the Rhode Island Franchise Investment Act, Stat. 19-28.1-14.

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WASHINGTON

ADDENDUM TO OFFERING CIRCULAR

The State of Washington has a Statute, RCW 19.100.180, which may supersede the franchise agreement in your relationship with the franchisor, including the areas of termination and renewal rights of your franchise. There may also be court decisions that may supersede the franchise agreement in your relationship with the franchisor, including the areas of termination and renewal by the franchisor.

In any arbitration involving a franchise purchased in Washington, the arbitration site shall be either in the State of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.

In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.

A release or waiver of rights executed by the franchisee shall not include rights under the Washington Franchise Investment Protection Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those that unreasonably restrict or limit the statute of limitations period for claims under the Act, such as rights to a jury trial, may not be enforceable.

Transfer fees are collectable to the extent that they may reflect the franchisor's reasonable, estimated, or actual costs in effecting a transfer.

The undersigned does hereby acknowledge receipt of this addendum. Dated this_____day of_________ 200_.

Prospective Franchisee


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WISCONSIN

ADDENDUM TO THE OFFERING CIRCULAR

Item 17, entitled Renewal, Termination, Transfers and Dispute Resolution hereby amended by the addition of the following language to the original language that appears herein:

"Wisconsin Fair Dealership Law. Chapter 135, Stats., of the Wisconsin Fair Dealership Law, supercedes any provisions of the applicant's franchise contract or agreement inconsistent with the Law. Therefore, to the extent certain provisions of the franchise agreements are inconsistent' with the Law, those provisions shall not in any way abrogate or reduce your rights as Licensee or Franchisee as provided for in the Wisconsin Statutes, including the right to submit matters to the jurisdiction of the courts of Wisconsin.

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