THE
FRANCHISOR, ITSAND ANY PARENT. PREDECESSORS AND AFFILIATES
To simplify the language in
the offering oiroulordisclosure document, "we", "us"
or "our" means the franchisor, Vagabond Franchise System, Inc.
"We", "us" and "our" does not include our
officers, directors or shareholders. "You" means the person or entity
who buys the franchise, including a corporation, partnership, limited liability
company or other legal entity.
We are a California corporation,
formed on February 14,
2000. Our
principal business address is 5933
West
Century Boulevard, Suite 200, Los Angeles, California 90045. Our agents for service of process are set forth in
Exhibit A.
We have no predecessors but we
explain the background of the Vagabond
Inn franchise
system (see below) for the sake of clarity.
Vista Investments, LLC, a California limited liability company ("VILLC"), is our majority shareholder, our parent and our affiliate. Its
principal business address is 5933
West
Century Boulevard, Suite 200, Los Angeles, California 90045.
VILLC is a member of Ventura
Vagabond Inn, LLC, a California limited liability company ("VVI")
that is also our affiliate (see Item 20
and
Exhibit B). VVFs principal business address is 5933 West Century Boulevard, Suite 200, Los Angeles, California 90045.
Vista Inns Mgmt. Co., a Nevada corporation ("VIMCO"), is also our affiliate (see Item 20 and Exhibit B). VIMCO''s principal business address is 5933 West Century Boulevard, Suite 200, Los Angeles, California 90045.
We franchise the right to operate
limited and full service economy and mid-priced hotels under the service mark
and trade name Vagabond Inn� or Vagabond Inn Executive�. We began offering Vagabond Inn and Vagabond
Inn Executive franchises on March 15,2000,
and began
offering Vagabond Plaza Hotel franchises on June 1, 2001. We no longer offer Vagabond Plaza Hotel franchises. Neither we nor our
affiliates offer any franchises in any other line of business, and have not
offered other franchises in the hotel business.
We do not currently own or operate hotels but VIMCO
and VVI each currently operate 1
or more
hotels (see below and Item 20).
Background
Vagabond Motor Hotels, Inc., a
California corporation, started the Vagabond
Inn hotel
chain in 1958. The corporate name changed to Vagabond
Hotels, Inc. in October 1975,
to
Northview Corporation in June 1984
and to
Vagabond Inns, Inc. ("VII") on March 11, 1993. VII*s principal address has been 2361 Rosecrans Avenue, Suite 375,
El
Segundo,
CA 90245 since May 1994.
VII operated
hotels under the Vagabond Inn name from 1958 until June 1998.
VII sold
the hotels it owned and the Vagabond
Inn name
and trademarks to RPD Hotels 18,
LLC, a
California limited liability company ("RPD Hotels") in June 1998.
Imperial ''400'' Motels, Inc.
was organized under the laws of California on January 29, 1959 for the purpose
of operating hotels under the service mark Imperial Motor Hotels. Imperial ''400'' National,
Inc., a Delaware corporation, acquired the assets of Imperial ''400'' Motels,
Inc. in 1961. Imperial ''400'' National, Inc. changed its name to Imperial Hotels
Corp. ("Imperial") in April 1987. Imperial''s principal address has
been 2361 Rosecrans Avenue, Suite 375, El Segundo, CA 90245 since May 1992.
Imperial acquired the stock of VII in May 1994. Imperial and its predecessor
continuously operated hotels under various brand names from 1961 to June 1998
when RPD Hotels purchased the stock of Imperial.
RPD Hotels was formed on May
15, 1998. Its principal business address is 11812 San Vicente Boulevard, Los Angeles, CA 90040. RPD Hotels purchased the stock of Imperial and its subsidiary, VII,
on June 9, 1998.
We purchased the rights to the
Vagabond Inn trademark and service mark
from RPD Hotels on March 15,2000. On the same day, VIMCO entered into a
franchise agreement with us for the 32 hotels operated by RPD Hotels (see Item
20).
Competition
The market for hotels is well
established and highly competitive. You will compete against other chain
affiliated hotels and independent hotels and motels in the market area of your
hotel.
Industry
Specific Regulation
Your franchised business will
be subject to significant federal, state and local laws and regulations
applicable to businesses generally and those Gpeoifioapplicable
to the hotel industry specifically, including regulations regarding zoning and
building, occupational health and safety, labor, licensing and bonding,
insurance, advertising, liquor licenses, sales, income and other taxes and
handicap accessibility (i.e., The Americans with Disabilities Act). You must
comply with all applicable laws and regulations, regardless of any information
or advice that we may furnish to you.
