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^^S£J^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$MkWMWMM£j&£^ |
|||||
|
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. |
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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]
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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]
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STATE APPLICABLE
ADDENDA
to
OFFERING CIRCULAR
California
Hawaii
Illinois
Indiana
Maryland
Minnesota
New York
North Dakota
Rhode Island
Washington
Wisconsin
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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.
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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).
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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.
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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.
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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.
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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."
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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.
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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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