Big Boy Franchise Disclosure Document 2012
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85 7th Place East, Suite 500 St. Paul, Minnesota 55101-2198 MINNESOTA DEPARTMENT OF www.commerce.state.mn.us COMMERCE 651.296.4026 FAX 651.297.1959 An equal opportunity employer March 27, 2012 KEITH E SIROIS BIG BOY FRANCHISE MANAGEMENT LLC 4199 MARCY WARREN, Ml 48091 Re: F-4588 BIG BOY FRANCHISE MANAGEMENT LLC BIG BOY FRANCHISE MANAGEMENT LLC FRANCHISE AGREEMENT Dear Mr. Sirois: The Annual Report has been reviewed and is in compliance with Minnesota Statute Chapter 80C and Minnesota Rules Chapter 2860. This means that there continues to be an effective registration statement on file and that the franchisor may offer and sell the above-referenced franchise in Minnesota. The franchisor is not required to escrow franchise fees, post a Franchise Surety Bond or defer receipt of franchise fees during this registration period. As a reminder, the next annual report is due within 120 days after the franchisor's fiscal year end, which is December 31, 2012. Sincerely, MIKE ROTHMAN Commissioner By: Daniel Sexton Commerce Analyst Supervisor Registration Division (651)296-4520 MR:DES:dlw UNIFORM FRANCHISE REGISTRATION APPLICATION File Number F-4588 State: Minnesota Fee: $200.00 Application for (Check only one): INITIAL REGISTRATION OF AN OFFER AND SALE OF FRANCHISES X RENEWAL APPLICATION OR ANNUAL REPORT StatoofMinnM*).-. PRE-EFFECTIVE AMENDMENT i^ of a POST-EFFECTIVE MATERIAL AMENDMENT £ 6 2012 1. Full legal name of Franchisor: Big Boy Franchise Management LLC 2. Name of the franchise offering; Big Boy Franchise Management LLC 3. Franchisor's principal business address: 4199 Marcy Warren, MI 48091 4. Name and address of Franchisor's agent in the State of Minnesota authorized to receive service of process; Franchise Division Minnesota Department of Commerce 85 7^^ Place East, Suite 500 St. Paul, MN 55101-2198 5. The states in which this application is or will be shortly on file: Califomia, Hawaii, Illinois, Maryland, Michigan, Minnesota, North Dakota, Virginia, Washington, Wisconsin 6. Name, address, telephone and facsimile numbers, and e-mail address of person to whom communications regarding this application should be directed. Keith E. Sirois Big Boy Franchise Management LLC ' 4199 Marcy Warren, MI 48091 J^ j/\ Phone; (586) 755-8583 f ^ Facsimile; (586) 757-4737 E-Mail: [email protected] /W O (L:\LEGAL FLDRS\UF0C FDD BIG BOY\Minnesota\20i2 RenewalVAppiication Page.doc) ^ " O / —„ Big Boy Restaurants International LLC /^^^BtO "^^^^ Marcy St. Warren, Ml 48091 -5628 IfOgjf (586) 759-6000 Direct Dial: (586) 755-8211 Facsimile: (586) 757-4737 pconti@,bigboy.com March 23, 2012 FEDERAL EXPRESS (612)296-4026 Market Assurance Division Minnesota Department of Commerce 85-7'^ Place East, Suite 500 St. Paul, MN 55101 Re: Minnesota Franchise Registration Renewal - Big Boy Franchise Management LLC ("Big Boy") Dear Sir or Madam: Enclosed are the following documents required in connection with the registration renewal of Big Boy Franchise Management LLC's Franchise Discovery Document ("FDD") in Minnesota: 1. A check in the amount of $200.00 in paymerit of the fee; 2. Uniform Franchise Registration Application facing page; 3. Supplemental Information Sheet; 4. Verification page; 5. Consent of Accountant; 6. Uniform Franchise Consent to Service of Process; 7. Sales Agent Disclosure Forms for Keith Sirois, David Crawford, Stephen Facione and Terrance Coker for Sunbelt Southeast Michigan; and 8. Two copies of the FDD; one blacked lined to show changes. Please note that Big Boy Restaurants International LLC is the sole member of Big Boy. Big Boy operates on a 52-53 week fiscal year, the most recent of which ended December 25, 201 1. If you have any questions, please contact me. Vervtruly yo PATRICIA S. CONTI Vice President and General Counsel Enclosures LALEGAL FL.DR,yi.lFOC pnD RIG BOY\Miiiriesota\2012 Renewa]\Cpver I fltrr^l? finr HOME OF THE ORIGINAL DOUBLE DECK CHEESEBURGER SUPPLEMENTAL INFORMATION 1. Disclose: A. The states in which this proposed registration application is effective. Michigan B. The states in which this proposed registration application is or will be shortly on file. Califomia, Hawaii, Illinois, Maryland, Michigan, Minnesota, North Dakota, Virginia, Washington, Wisconsin C. The states that have refused to register this franchise offering. None D. The states that have revoked or suspended the right to offer franchises. None E. The states in which this proposed registration of these franchises has been withdrawn within the last five years, and the reasons for revocation or suspension. None 2. Source of Funds for Establishing New Franchises Disclose franchisor's total costs for performing its pre-opening obligations to provide goods or services in connection with establishing each franchise, including real estate, improvements, equipment, inventory, training and other items state in the offering. State separately the sources of all required funds. Attached hereto L:\LEGAL FLDRS\UFOC FDD BIG BOY\Minnesota\20l2 RenewaI\Sup-Info.doc Form B - Franchisor's Costs and Sources of Funds FRANCHISOR'S COSTS AND SOURCE OF FUNDS 1. Disclose the Franchisor's total costs for performing its pre-opening obligations to provide goods or services in connection with establishing each franchised business, including real estate, improvements, equipment, inventory, training and other items stated in the offering: CATEGORY COSTS Real Estate None Improvements: Floor Plans and Specifications 2,000 Equipment None Inventory None Training: New Store Opening Team Travel Expenses* 6,000 to 25,000 Manuals and Other Miscellaneous Written 150 Materials Opening Assistance 6,000 Additional Opening Assistance* 7,350 (3 people- 2 weeks) 2. State separately the sources of all required fiinds: The source of all funds including the New Store Opening Team Travel Expenses is the Initial Fee paid by the Franchisee. *Note: The New Store Opening Team Travel Expenses and Additional Opening Assistance are flilly reimbursed by the Franchisee. Certification I certify and swear under penalty of law that I have read and know the contents of this application, including the Franchise Disclosure Document with an issuance date of V\AOLK^l^ cjCilS attached as an exhibit, and that all material facts stated in all those documents are accurate and those documents do not contain any material omissions. I further certify that I am duly authorized to make this certification on behalf of the Franchisor and that 1 do so upon my personal knowledge. Signed at Warten, Michigan, V\cirCVv , 2012. Franchisor: Big Boy Franchise Management LLC Name: Keith E. Sirois, CEO ANDREWS HOOPER PAVLIK PLC AHPA 691 N. SQUIRREL ROAD j SUITE 280 | AUBURN HILLS, Ml 48326 CPAs & ADVISORS p: 248.340.6050 | f: 248.340.6104 | www.ahpplc.com CONSENT We agree to the inclusion of our report dated March 9, 2012 with respect to the Consolidated and Combined Audited Financial Statements of Big Boy Restaurants International LLC and Liggett Restaurant Group, Inc. and its wholly owned subsidiaries (including Big Boy Franchise Management LLC) as of and for the years ended December 25, 2011, December 26, 2010, and December 27, 2009 as Exhibit H in this Franchise Disclosure Document for Big Boy Franchise Management LLC dated March 21, 2012. PLC Auburn Hills, Michigan March 21, 2012 AUBURN HILLS | BAY CITY | GRAND RAPIDS | GREATER LANSING | MIDLAND 1 SAGINAW Andrews Hooper Pavlik PLC is a member of PKF North America, an association of legally independent firms. Form C - Uniform Franchise Consent (o Service of Process UNIFORM FRANCfflSE CONSENT TO SERVICE OF PROCESS Big Boy Franchise Management LLC , a limited liabiltty company organized under the laws of Michigan (the "Franchisor"), irrevocably appoints the ofHcers of the States designated below and their successors in those offices, its attorney in those States for service of notice, process or pleading in an action or proceeding against it arising out of or in connection with the sale of franchises, or a violation of the franchise laws of that State, and consents that an action or proceeding against it may be commenced in a court of competent jurisdiction and proper venue within that State by service of process upon this officer with the same effect as if the undersigned was organized or created under the laws of that State and had lawfully been served with process in that State. We have checked below each state in which this application is or will be shortly on file, and provided a duplicate original bearing an original signature to each state. W.^ California: Commissioner of North Dakota: Securities Commissioner Corporations r.. J Rhode Island: Director, Department of Hawaii: Commissioner of Securities Business Regulation l\-J Illinois: Attorney General i South Dakota: Director of the r—\ Division of Securities L J Indiana: Secretary of State ("/i Virginia: Clerk, Virginia State Maryland: Securities Commissioner Corporation Commission i / j ly. j Minnesota: Commissioner of i y^l Washington: Director of Financial Commerce Institutions L ...J New York: Secretary of State I j Wisconsin: Administrator, Division of Securities, Department of Financial Institutions Please mail or send a copy of any notice, process or pleading served under this consent to: Keith E. Sirois (Name and address) Big Boy Restaurants International LLC 4199 Marcy Warren, Michigan 48091 Dated: K^Cr K ^\ 20jll Franchisor: Big Boy Franchise Mapagement LLC By: Name:. 1<^ith E^irois Title: Chief Executive Officer BLACKLiNEDCOPY Franchise Disclosure Document One Big Boy Drive • Warren, Ml 48091 • (586) 759-6000 • Fax (586) 757-4737 Big Boy is a registered trademark of Big Boy Restaurants International LLC ©2008 Big Boy Restaurants International LLC FRANCHISE DISCLOSURE DOCUMENT BIG BOY FRANCfflSE MANAGEMENT LLC 4199 Marcy Street Warren, Michigan 48091-5628 (586) 759-6000 www.bigboy.com Big Boy Franchise Management LLC ("Big Boy") offers franchises to develop, own and operate "Big Boy Restaurants" that sell to the public Big Boy® signature items, including the "Original Double Decker™" hamburger, specialty sandwiches, as well as a selection of breakfast, lunch and dinner items.