ITEM 1
THE
FRANCHISOR, AND ANY PARENTS, PREDECESSORS AND AFFILIATES
To simplify the language in
this Disclosure Document, "BPR" or "we" means Boston Pizza
Restaurants, LP, the Franchisor. "You" means the person to whom the
franchise is granted. If you are a business entity, including a corporation,
general or limited partnership, limited liability company, limited liability
partnership or any other type of legal entity, the provisions of the Franchise
Agreement and the MRDA also apply to your owners by virtue of the requirement
that some or all your owners personally guarantee your obligations under, and
agree to be personally bound by, these agreements.
The Franchisor, And Any
Parents, Predecessors and Affiliates
Boston Pizza Restaurants, LP
("BPR") is a Delaware limited partnership which maintains its
principal place of business at 1501 LBJ Freeway, Suite 450, Dallas, TX, 75234. BPR was formed on December 21, 2001. BPR does business only under the names
"Boston Pizza Restaurants, LP" and "Boston''s The Gourmet
Pizza" and
does not do business under any other name.
BPR is owned by two affiliated
companies: BPR GP, Inc., a Delaware corporation ("BPR GP") and Boston
Pizza Restaurants (U.S.A.), Inc. ("BP USA"), a Delaware corporation.
Members of BPR''s management team directly own BP USA and BP USA owns BPR GP. The offices of BP USA and BPR GP are located at 1501 LBJ Freeway, Suite 450, Dallas, Texas 75234.
From October 1995 through
December 21, 2001, franchises for Boston''s the Gourmet Pizza Restaurants were offered for
sale in the United States by BP USA. BP USA was registered to sell franchises
in registration states in which it intended to make offers. On September 1,
2000, BP USA and Boston Pizza International Inc. ("BPI") formed a
general partnership for the purpose of financing BP USA''s operations in the United States. The general partnership maintained a business address at Suite 250-1505 LBJ
Freeway, Dallas, Texas 75234. The general partnership was not a separate
entity, did not conduct any business in its own name, and did not take title to
any assets in its own name. However, BPI and BP USA, the two general partners,
filed tax returns and paid tax on BP USA''s franchise agreement revenue and
expenses. The franchise agreements were not formally assigned to the general
partnership. BP USA continued to own and manage the U.S. franchises in trust
for the benefit of the general partnership until December 21, 2001. BPR was
formed on December 21, 2001, and all United States franchise rights, all
current franchise agreements and MRDAs, and certain franchise-related assets
were formally assigned and transferred from BP USA to BPR on December 21, 2001.
BPR has been offering franchises for Restaurants in the United States since
December 21, 2001.
BPR is affiliated with BP
International Rights Holdings Inc. ("BP Holdings"), a British Columbia, Canada corporation. BP Holdings serves as the holding company for the
intellectual property rights for all countries except Canada. BPI grants
franchises for "Boston Pizza" restaurants in Canada. BP Holdings and BPI are also
located at Suite 200, 5500 Parkwood Way, Richmond, B.C. V6V2M4.
BPR''s
agents for service of process are listed in Exhibit D to this Disclosure Document.
The Business of the Franchisor
BPR grants franchises to
qualified candidates for the operation of a Boston''s The Gourmet Pizza restaurant. Two subsidiaries
of BP USA each operate one Restaurant of the type being franchised. BPR is not
presently engaged in business activities other than the development of the Boston''s The Gourmet Pizza system and the offer, sale,
and support of Restaurants.
The Restaurant
Boston''s The Gourmet Pizza restaurant is a full service
casual dining restaurant specializing in the sale of pizza and pasta dishes
(referred to in this Disclosure Document as a "Restaurant", which
term includes both franchised outlets and outlets owned by BPR or its
affiliates). The concept focuses on the casual dining sector of the market,
catering to families, young adults and groups. Restaurants feature a
contemporary lively decor package featuring bright colors, neon accents and
signage, flexible seating areas and a sports theme bar area that is physically
separated from the restaurant seating area. The bar area will offer a choice of
stand up, at counter or sit down seating with an area dedicated to
entertainment games like pool or darts. Finally, there will be a patio area
that offers additional seating in a heated outdoor environment. BPR reserves
the right to alter, add to or eliminate any of these items, and to change the
decor of the Restaurant at any time.
The Restaurants
primarily cater to on-premises business with take-out and delivery sales
projected to be approximately 6% to 12% of total sales, although the results of
individual Restaurants may vary. The typical Restaurant occupies approximately
6,000 to 7,500 square feet (including an outdoor patio of approximately 1,000
square feet) and seats approximately 200 to 260 customers.
The menu presently features an
extensive offering of "classic" and "gourmet" pizzas,
pasta, salads, chicken, steaks, burgers, ribs, appetizers and desserts as well
as alcoholic and non�alcoholic beverages.
The contemporary decor
package, friendly service style, varied and distinctive menu and flexible atmosphere
appeals to a broad range of customer groups looking for a high quality, fun and
casual place to eat.
Each Restaurant typically requires approximately 50 to
80 employees.
You will sign the MRDA, under
which you will be granted the right to sign one or more Franchise Agreements.
Under the Franchise Agreement, you will be licensed to use BPR''s service mark "Boston''s The Gourmet
Pizza" and
logo, as well as related trademarks, trade dress, service marks, logos, and
slogans (the "Proprietary Marks"), and the proprietary operating
system ("System") owned by BP Holdings and licensed to BPR, for the
operation of a Restaurant. Franchisees are also licensed to utilize BPR''s
confidential manuals (the "Manuals") which contain the standards and
specifications for the management and operation of the Restaurant.
BPR will grant to you a
territory, based on geographic population, in which to establish and operate
your Restaurant. BPR will provide you with guidelines and specifications for
the operation and management of the Restaurant, including advertising and
promotional techniques.
BPR will provide an initial
training program of up to seven weeks in the operation of the Restaurant for
you and up to three managers. The training program will include three weeks in
the kitchen, three weeks in customer service and one week of administrative and
management procedures. Issues covered will include dining room management,
labor cost controls, table service, bartending, hosting, kitchen management,
administration, marketing and operations.
The general market for the
Restaurant will be the general public, with a primary focus on adult customers.
The restaurant market is well developed and highly competitive. You will
compete with both independently owned and established chains of restaurants,
pizza shops and sports bars.
You must comply with
regulations specific to the food service industry, federal, state and local
licensing requirements for the sale of alcoholic beverages, and federal and
state laws regulating the sale and administration of gift cards.
Prior Business Experience of
Boston Pizza Restaurants, LP
BPR has offered franchises for
Restaurants since December 2001. Before that time, one of BPR''s limited
partners, BP USA, offered franchises for Restaurants between October 1995 and
December 2001. Before October 1995, neither BPR nor any predecessor ever
offered franchises in this, or any other, line of business. One of BPR''s
limited partners, BP USA, has two subsidiaries which each operate one corporate
Boston''s
The Gourmet Pizza Restaurant. BPR''s other affiliate, BPI, has offered franchises for
Boston Pizza Restaurants in Canada since 1968.
