ITEM 1
|�������������� THE
FRANCHISOR, ITSAND ANY PARENTS. PREDECESSORS AND AFFILIATES
The Franchisor
Camille''s
Franchise System, LLC ("we", "us" or "Camille''s")
is the Franchisor and maintains its principal place of business at 8801 S.
Yale, Suite 400, Tulsa, Oklahoma 74137. We were formed on | February 21, 2007.
All references in this Offering CiroularDisclosure Document to
"Camille''s" refer to Camille''s Franchise System, LLC.
Camille''s is a franchising
company which promotes and sells franchises for the operation of restaurants
known as "Camille''s Sidewalk Cafes" ("Restaurant" or
"Franchised Business"). The founders of Camille''s also owned a
related business, Camille''s Sidewalk Cafe, L.L.C., which was the original
franchisor of Camille''s Sidewalk Cafe restaurants, and which maintained the
same address as the Franchisor. Previously, the owners operated a delicatessen
business for approximately four years. Camille''s Sidewalk Cafe, Inc.
("CSC") operated one Restaurant from July 1996 until November 2001
when it was sold and now owns one Restaurant, located at 9637 South Riverside
Drive, Tulsa, Oklahoma 74137, which opened in 2003. The owners of Camille''s
own CSC. CSC was formed on July 10, 1996, is located at 8801 S. Yale, Suite 400, Tulsa, Oklahoma 74137, and does not offer franchises in this or any other line of
business.
We are not engaged in any
business other than operating the Camille''s Franchise System and selling
franchises for Camille''s Sidewalk Cafes.
Camille''s Sidewalk Cafe
franchises were first offered in January 1999 by Camille''s Sidewalk Cafe, LLC.
In February 2000, Camille''s Franchise System, L.L.C. began to offer franchises.
In January 2002, Camille''s Franchise System, Inc. took over the offering of
franchises. In February 2007, we took over the offering of franchises. No
franchises have ever been offered by us or any affiliated company in any other
line of business.
Our
agents for service of process are listed in Exhibit 1.
| Our Parents, Affiliates
and Predecessors
We have one predecessor,
Camille''s Franchise System, Inc. ("CFS"), formerly known as Camille''s
Franchise System, L.L.C.
Camille''s Franchise System, L.L.C. was formed on
February 3, 2000 and franchising of Camille''s Sidewalk Cafe restaurants was
turned over to them. On January 2, 2002 it elected to change from a limited
liability company, Camille''s Franchise System, L.L.C, to a corporation, CFS,
for tax purposes. CFS did business under the names "Camille''s Sidewalk Cafe"
and "Camille''s Franchise System" and none other. On February 21,
2007, CFS was dissolved and all franchising activities of the Camille''s
Sidewalk Cafe restaurants were turned over to us.
We have one affiliate, two
affiliates, they are:
Coney Beach Franchise System,
LLC, which maintains its principal place of business at 8801 S. Yale, Suite 400, Tulsa, Oklahoma 74137. It was incorporated formed in Oklahoma on October 2, �QQ6Februarv 21, 2007. These restaurants
feature a specialized menu that includes such things as, gourmet hot dogs,
"coney" dogs, bratwurst, polish sausages, gourmet burgers,
sandwiches, breakfast sandwiches, chili, soups, salads, fries, ice cream and
other desserts, beer and other beverages, as well as | providing catering and
delivery services. It will beginbegan offering franchises
in late 2006 or early 2007 and does not offer franchises in any other
line of business. It does not operate a business of the type being franchised
in this Disclosure Document.
------------ Beautiful
Brands International, Inc. is an Oklahoma corporation formed
FreshBerrv Franchise System. LLC (''"FreshBerrv"'')
maintains its principal place of business at 8801 S. Yale. Suite 400. Tulsa. Oklahoma 74137. FreshBerrv was formed as a limited
liability company in Oklahoma on September 1. 2006April
17. 2007. The FreshBerrv Units feature a specialized menu including,
among other things, Natural Frozen Yogurt with fresh fruits, cereals, chocolates,
candies and other toppings, smoothies, coffee, and other beverages on a
dine-in, take-out, catering and delivery basis. FreshBerrv began
offering franchises in mid-2007 and does not offer franchises in any other
line of business. It does not operate a business of the type being
franchised in this Disclosure Document.
Our parent is Beautiful Brands International. LLC, an
Oklahoma
limited liability company formed on February 21. 2007 and which is
located at 8801 S. Yale, Suite 400, Tulsa, Oklahoma 74137. It is a
non-operating holding company, the shares of which are owned by the founders of
Camille''s, and on Novembor 14, 2006Februarv 21. 2007. it
acquired 100% of the stock of each franchisor brand: us2 FreshBerrv
Franchise System. LLC and Coney Beach Franchise System, LLC. It does not
offer franchises in this or any other line of business and does not operate
a business of the type being franchised. Our parent will not provide any
products or services to our franchisees, nor will it guaranty our
performance under our Franchise Agreements.
We also have a related
company, Camille''s Franchise System Holding. Inc.. an Oklahoma corporation with headquarters
at our address. Camille''s Franchise System Holding. Inc. is the
Lessee under the Master Lease with Wal-Mart. If vou choose to operate a
Camille''s Sidewalk Cafe Restaurant in a Wal-Mart Store, we and
Camille''s Franchise System Holding. Inc. will be the Sublessor
under the Sublease Agreement vou will be required to sign. The Sublease
Agreement is Exhibit L to the Franchise Agreement.
The Franchise Offered
If we approve your application
to become a franchisee, you will sign a franchise agreement ("Franchise
Agreement"). Under a Franchise Agreement, we will grant you the right, and
you will accept the responsibility, to establish and operate a Restaurant at an
agreed upon location (the "Approved | Location"). (In this offering
ciroularDisclosure Document, we use the term "you" to
refer to individuals, partnerships, corporations and limited liability
companies, and the direct and indirect owners of partnerships, corporations and
limited liability companies.) We are also offering the opportunity for
vou to establish a Camille''s Sidewalk Cafe within a Wal-Mart Store. If
vou operate vour Restaurant within a Wal-Mart store, we will sublease
the premises to vou. and you must abide by the terms of the
Wal-Mart Master Lease Agreement. The form of sublease is attached to the
Franchise Agreement as Exhibit L. The Wal-Mart Master Lease Agreement is
attached to this Disclosure Document as Exhibit 13.
We may also offer area development agreements
("Area Development Agreements") to qualified individuals,
corporations, partnerships and limited liability companies ("Area
Developer") in the United States. If you sign an Area Development
Agreement, we will grant you the right, and you will accept the responsibility,
to establish an agreed-upon number of Restaurants within an agreed-upon
designated area (the "Exclusive Area"), under an agreed-upon
timetable (the "Development Schedule"). Each Restaurant will be constructed
and operated under a Franchise Agreement. The Franchise Agreement for the first
Restaurant developed under the Area Development Agreement will be in the form
attached to the Area Development Agreement. The Franchise Agreement for each
additional Restaurant developed will be in | the current form of the
Franchise Agreement we generally offer to new franchisees at that time.
From time to time we will
enter into franchise agreements, area development agreements and other similar
arrangements in which a franchisee or area developer will open and operate
Restaurants at public transportation facilities, department stores, hardware
stores, service station/convenience stores, toll roads, airports, military
bases, shopping malls, and other non-traditional settings.
We also offer qualified applicants the right to become
a "Camille''s Sidewalk Cafe" development agent ("Development
Agent"), within a defined geographic area (the "Development
Area"). If you qualify to serve as a Development Agent, you will sign our
Development Agent Agreement ("DAA") | which is attached to this Offering
CircularDisclosure Document as Exhibit 4410. The Development Agent
will be advertising for new franchisees on our behalf and developing and
assisting franchisees of ours who are operating within the Development Agent''s
assigned area and utilizing our business systems, formats, methods,
specifications, standards, operating procedures, operating assistance, and
Marks. The new franchisee will enter into an individual Franchise Agreement
with us and not the Development Agent. The Development Agent must own a minimum
of two "Camille''s Sidewalk Cafe" Restaurants in the Development Area.
| The System
We have developed and own a unique system for
Restaurant operation (the "System"). The Restaurants feature a
specialized menu including, among other things, gourmet wraps, traditional and
panini sandwiches, fruit smoothies, desserts, soups, gourmet coffees and other
beverages, as well as catering. The System''s distinguishing characteristics include
distinctive exterior and interior design, decor, color scheme and furnishings;
uniform standards, specifications and procedures for operations; quality and
uniformity of products and services offered; procedures for management and
inventory control; training and assistance; and advertising and promotional
programs, all of which may be periodically changed, improved and further
developed by us.
The System is identified by our federally registered
service mark "Camille''s Sidewalk Cafe", and any other trade names,
service marks and trademarks that we may designate otherwise in writing for use
with the System (the "Proprietary Marks"). You must conduct the
Franchised Business according to our Confidential Operating Manual (the
"Manual"), a copy of which we will lend to you for the term of the
Franchise Agreement. You may offer only those services and sell only those
items and products that we specify or approve.
A Restaurant is typically
located in one of the following types of settings: a food court in a shopping
mall, an in-line shopping center, or an in-line urban unit. A typical
Restaurant requires a site of from 2,200 to 2,900 square feet. A Restaurant
located within a Wal-Mart Store will likely be smaller, approximately 2,000
square feet.
| Market and Competition
|������������������ You will
offer vour products to the general public. You can expect to compete in
your market
with locally owned restaurants and delicatessens, as
well as with national and regional restaurant chains. The market for fast food
restaurant service is well established and very highly competitive. Fast food
restaurants compete on the basis of factors such as price, service, restaurant
location and food quality. These businesses are often affected by other factors
as well, such as changes in consumer taste, economic conditions, population and
travel patterns. To the extent your Restaurant may be located in a
non-traditional setting as described above, or that your Restaurant is located
near another Restaurant, you may appear to or actually compete with other
Camille''s Sidewalk Cafe Restaurants.
Industry Specific
Regulations
The Restaurant industry is heavily regulated. Many of the
laws, rules and regulations that apply to business generally, such
as the Americans With Disabilities Act, Federal Wage and Hour Laws and the
Occupational Safety and Health Act, also apply to
Units. However, other laws, rules and regulations have particular
applicability to Units.
The U.S. Food and Drug Administration, the U.S. Department of
Agriculture and state and local health departments administer and
enforce laws and regulations that govern food preparation and service
and Unit sanitary conditions. State and local agencies inspect units to
ensure that thev comply with these laws and regulations.
The federal Clean Air Act and various
implementing state laws require certain state and local areas to meet
national air quality standards limiting emissions of ozone, carbon monoxide and
particulate matters, including caps on emissions from commercial food
preparation. Some areas have also adopted or are considering_proposals that
would regulate indoor air quality^
The United States enacted the "Uniting and Strengthening America bv Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001" (the "USA Patriot Act"). We are required to comply with the USA Patriot Act. To help us comply with the USA Patriot Act, we ask vou in
the Franchise Agreement to confirm for us that neither vou nor vour
directors, officers, shareholders. partners, members, employees,
or agents are suspected terrorists or persons associated with suspected
terrorists or are under investigation by the U.S. government for criminal
activity. You mav review the Patriot Act and related regulations at:
http://www.treasurv.gov/offices/enforcement/ofac/sdn
You must comply with all
local, state and federal laws that apply to your Restaurant operations,
including health, sanitation, no smoking, EEOC, OSHA, discrimination,
employment, and sexual harassment laws. The Americans with Disabilities Act of
1990 requires readily accessible accommodations for disabled people and may
affect your building construction, site design, entrance ramps, doors, seating,
bathrooms, drinking facilities, etc. You must also obtain real estate permits,
licenses and operational licenses. If we approve your request to sell beer and
wine, or to operate vending machines, you will have to obtain appropriate
permits and licenses. These licenses are subject to strict regulation by the
alcoholic beverage control authorities. There may be other laws applicable to
your business and we urge you to make further inquiries about these laws.
Development Agent Program
The sale of franchises is
governed by rules enacted by the Federal Trade Commission ("FTC"), 16
C.F.R. �� 436.1 et seq. (the "FTC- Rule"). You must comply with the
disclosure requirements required by the FTC Rule. Further, certain
in the states require that of California, Hawaii, Illinois. Indiana, Maryland. Minnesota, New York, North Dakota. Rhode Island, South Dakota, Virginia. Washington and Wisconsinjwe are
required to register the offoring circularDisclosure Document
before the offer or sale of any franchise. JThe offering circularDisclosure
Document must be registered with the stater-various authorities
before the offer or sale of any franchise in that particular state, if
your torritory encompasses any part of California, Hawaii, Illinois,
Maryland, Minnesota, Now York, "North Dakota, Rhode Island,
South Dakota, Virginia, and Washington.�Kentucky, Nebraska,
and Toxns require a Development Agont or us to file a
one timo exemption from their business opportunity laws.�Florida,
Indiana, Michigan, Utah, and Wisconsin roquire you to make an annual
filing before the offer or sateStates of a franchise.
In addition, Illinois, New York and Washington will , Virginia and California require that you register as a subfranchisor (see Items
6 and 7"). Other states mav require vou to register as a
franchise broker or subfranchisor. We shall provide you, at no cost to you,
with your initial supply of copies of our applicable UEQGDisclosure Document.
Additional UFOC''SDisclosure Documents shall be provided at our
cost of production, charged back to you.
In California. Illinois. New York and Virginia, when vou submit vour registration as a subfranchisor, vou will
be required to submit vour own Disclosure Document, including vour
own Financial statements. You must maintain these registrations until
vou have satisfied vour development obligations on the Development Schedule,
attached as Exhibit G to the DAA.
