ITEMI
THE FRANCHISOR. AND ANY
PREDECESSORS AND AFFILIATES
To simplify the language in
this disclosure document, "we", "us" or
"Franchisor" means Villa Pizza, LLC. "You" means the
individual, corporation or partnership; "you" also includes the
franchisee''s owners or partners.
Our principal business address
is 25 Washington Street, Morristown, New Jersey 07960 and our telephone number
is 973-285-4800.
We have two predecessors,
Villa Pizza, Inc. ("Our Predecessor") and Villa Holding, LLC
("Villa Holding").
Our Predecessor first began offering
franchises in February 1997. Our Predecessor reorganized under the name Villa
Pizza, LLC in January 1999. Before the reorganization, Our Predecessor''s
principal place of business was the same as ours. Our Predecessor never
operated businesses of the type franchisees operate.
Villa Holding owns the
proprietary marks and certain trade secrets and other proprietary information
necessary for the operation of Villa Pizza restaurants, Villa Fresh Italian
Kitchen restaurants, Villa Pronto restaurants and Cozzoli''s restaurants which
we will license to you under the Franchise Agreement. Villa Holding may,
therefore, be deemed to be Our Predecessor. Villa Holdings'' principal place of
business is the same as ours. Villa Holding has never offered franchises in any
line of business or operated a business of the type franchisees operate.
Our affiliate, Villa
Enterprises Management Ltd., Inc., ("Villa Management") and its
affiliates and predecessors have owned and operated Villa Pizza restaurants
since 1964. Villa Management''s principal business address is the same as ours.
Villa Management has not offered franchises in any line of business.
Our affiliate, Cozzoli Pizza
Holding, LLC ("CPH"), acquired the rights and obligations from
Cozzoli Pizza Systems, Inc. as franchisor under certain existing Cozzoli''s
franchise agreements in June 1999. CPH''s principal business address is the same
as ours. CPH has never offered franchises in any other line of business or
operated a business of the type franchisees operate.
Except as described above,
none of our predecessors or affiliates has offered franchises in any other
lines of business. We, or an affiliate, may establish leasehold corporations
that may enter into primary leases for restaurants and sublease the premises to
you. None of these affiliates offers or has offered franchises in any line of
business or operated businesses of the type franchisees operate. We have no
affiliates that provide products or services to our franchisees.
The principal business addresses of our agents for
service of process are shown on Exhibit "A".
We offer franchises for Villa
Pizza restaurants, Villa Fresh Italian Kitchen restaurants, Villa Pronto
restaurants and Cozzoli''s restaurants. We first offered franchises for Villa
Pizza restaurants and Cozzoli''s restaurants in October 1999. We do not operate
any Villa Pizza restaurants, Villa Fresh Italian Kitchen restaurants, Villa
Pronto restaurants or Cozzoli''s restaurants, but our affiliates operate
restaurants as described below. We offer to qualified persons the right to own
and operate a Villa Pizza restaurant, Villa Fresh Italian Kitchen restaurant,
Villa Pronto restaurant or a Cozzoli''s restaurant at an agreed upon location
4
under our standard form franchise agreement (the
"Franchise Agreement"). A copy of the Franchise Agreement is attached
to this Disclosure Document as Exhibit B. We will specify in Exhibit A to the
Franchise Agreement the primary proprietary mark(s) that we will license to you
to operate your restaurant (the "Licensed Marks").
Villa Pizza restaurants, Villa
Fresh Italian Kitchen restaurants, Villa Pronto restaurants and Cozzoli''s
restaurants all feature a limited menu of pizza, pasta, calzones, stuffed pizza, hot
sandwiches, Italian specialties, desserts, and other menu items we authorize.
Our Villa Pronto concept is specifically intended to facilitate consumers who
are looking for "grab and go" items. We and our affiliates have developed
and own a comprehensive system for the establishment and operation of the
restaurants, including 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 (collectively, the "System"), all of which
we may improve, further develop or otherwise modify from time to time.
The restaurants are generally
located in shopping mall food courts and airport food courts where they may
take advantage of a high volume of people and cater to both lunch and dinner.
We, or an affiliate, may establish leasehold corporations to enter into leases
for restaurant locations from shopping mall owners. These leasehold
corporations may then sublease the locations to individual franchisees. A copy
of our standard form of Sub-Lease Agreement is attached to this Disclosure
Document as Exhibit C.
We have also entered into two
co-branded licensing arrangements with Instant Replay, Inc. under the name
"Instant Replay - Villa Pizza". This restaurant concept offers Villa
Pizza food in a sports lounge setting. These units are currently limited to the
State of Nevada.
We have not offered franchises in any other line of
business.
You should consider that
certain aspects of any restaurant business are regulated by federal, state and
local laws, rules and ordinances in addition to the laws, regulations and
ordinances applicable to businesses generally, such as the Americans with
Disabilities Act, Federal Wage and Hour Laws, and the Occupation, Health and
Safety Act. The U.S. Food and Drug Administration, the U.S. Department of
Agriculture,''as well as state and local departments of health and other
agencies have laws and regulations concerning the preparation of food and
sanitary conditions of restaurant facilities. State and local agencies
routinely conduct inspections for compliance with these requirements. Under the
Clean Air Act and state implementing laws, certain state and local areas are
required to attain, by the applicable statutory guidelines, the national
quality standards for ozone, carbon monoxide and particulate matters. Certain
provisions of such laws impose limits on emissions resulting from commercial
food preparation.
The market is well developed.
You will have to compete with other individually owned as well as other
franchised businesses offering similar type products and services in the
general vicinity of your operating premises.
