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Rule 424(b) and (c)
Registration No. 333-28231
Supplement No. 2 dated August 22, 1997
to Prospectus dated July 23, 1997
On August 22, 1997, the Company reached an agreement in principle with
Mayfair Partners, L.P. ("Mayfair"), the Company's area developer for Washington,
D.C., northern Virginia and portions of Maryland, to convert the Company's
convertible secured loan to Mayfair into a majority equity interest, subject to
Mayfair's waiver of the moratorium period as provided in the loan agreement and
to certain other terms and conditions currently being negotiated between the
parties. If the conversion of the Mayfair loan is consummated, the Company
will hold an equity interest in Mayfair of approximately 75% and will add 53
stores to the Company's store base.
