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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK
ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 27, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
COMMISSION FILE NUMBER 1-9684
CHART HOUSE ENTERPRISES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0147725
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
640 North LaSalle, Suite 295, Chicago, 60610
Illinois (Zip Code)
(Address of Principal Executive
Offices)
Registrant's telephone number including area code: (312) 266-1100
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, par value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S) 229.405 of this Chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 7, 2000 was $42,018,750.
The number of shares outstanding of common stock as of March 7, 2000 was
11,775,991.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the year
ended December 27, 1999 are incorporated by reference into Part I hereof.
Portions of the Registrant's Proxy Statement for the Annual Meeting to be
held May 15, 2000 are incorporated by reference into Part III hereof.
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PART I
This Annual Report on Form 10-K and the documents incorporated herein by
reference contain forward-looking statements that have been made pursuant to
provisions of the Private Securities Litigation Reform Act of 1995. Forward-
looking statements represent the Company's expectations or beliefs concerning
future events, including any statements regarding: future sales and gross
profit percentages, the continuation of historical trends, the sufficiency of
the Company's cash balances and cash generated from operating, financing
and/or investing activities for the Company's future liquidity and capital
resource needs. Without limiting the foregoing, the words "believes",
"intends", "projects", "plans", "expects", "anticipates", and similar
expressions are intended to identify forward-looking statements. The Company
cautions that these statements are further qualified by important economic and
competitive factors that could cause actual results to differ materially from
those in the forward-looking statements. These factors include, without
limitation, risks of the restaurant industry, an industry with many well-
established competitors with greater financial and other resources than the
Company, and the impact of changes in consumer trends, employee availability
and cost increases. In addition, the Company's ability to expand is dependent
upon various factors, such as the availability of attractive sites for new
restaurants, the ability to negotiate suitable lease terms, the ability to
generate or borrow funds to develop new restaurants, the ability to obtain
various government permits and licenses, and the recruitment and training of
skilled management and restaurant employees. Accordingly, such forward-looking
statements do not purport to be predictions of future events or circumstances
and may not be realized.
ITEM 1. BUSINESS.
As of December 27, 1999, Chart House Enterprises, Inc. and its subsidiaries
(the "Company") operated 51 restaurants, consisting of 49 Chart House
restaurants, one Peohe's restaurant, and one Angelo and Maxie's steakhouse.
The Company was incorporated in Delaware on July 25, 1985. In May, 1996, the
Company sold its Islands restaurant operations and in October, 1998, the
Company sold Solana Beach Baking Company, a wholesale bakery operated by the
Company. The Angelo and Maxie's steakhouse concept was acquired in April,
1999.
CONCEPTS/OPERATIONS
Chart House operations commenced in 1961 with the opening of the first
Chart House in Aspen, Colorado by a predecessor of the Company. Chart House
restaurants are full-service, casual seafood dinner houses with a menu
featuring fresh fish and seafood, as well as steaks, chicken and prime rib.
Many of the Chart House restaurants feature an elaborate salad bar where the
customer prepares his or her own salad and some Chart Houses have a seafood
bar which offers various appetizers.
The Company opened its Peohe's restaurant in January, 1988 in Coronado,
California overlooking San Diego Bay and the San Diego city skyline. Although
similar to the Company's Chart House restaurants in many respects, Peohe's
opened under a different name in part to minimize confusion and competition
with other nearby Chart House restaurants and also to provide Chart House
management a suitable vehicle for experimentation and development of different
menu items, restaurant design and operating concepts. Peohe's has a more
extensive and higher priced menu, higher level of service and greater variety
of cooking techniques than the typical Chart House restaurant.
In April, 1999 the Company acquired the Angelo and Maxie's steakhouse in
New York, New York. Unlike typical steakhouses, Angelo and Maxie's offers
diners great steak, but serves up oversized portions at reasonable prices, all
in a unique setting that's sophisticated, yet energetic, and fun. Angelo and
Maxie's is a smoke-friendly establishment, and sells a revolving selection of
premium cigars at the restaurant. The acquisition creates infinite expansion
opportunities for the Company.
The Company places great emphasis upon the location, exterior and interior
design of each restaurant. Each restaurant is unique and designed to fit
within and complement its surroundings. A significant remodeling program
commenced in 1998. By the end of 1999, the Company had spent approximately $10
million renovating
2
about half of the Company's restaurants. These remodels serve two purposes.
First, the Company is investing in the structure of each building to maximize
its longevity and ensure long term existence of the restaurant. Secondly, the
image and concept are best reflected in the updated decor chosen for each
location. Representative exteriors of Chart House restaurants range from the
restored 1887 Victorian boathouse on Coronado Island in San Diego Bay, which
will undergo renovations in 2000, to the modern three-tiered glass restaurant
in Philadelphia overlooking the Delaware River, which was remodeled in 1999.
With a few exceptions, the restaurants are freestanding buildings.
In 1999, the annual revenue for each restaurant currently in operation for
the whole of 1999 ranged from $1.5 million to $6.1 million, with an average
annual sales per Chart House restaurant of $2.7 million. The average dinner
check was approximately $36 per person. Angelo and Maxie's contributed $6.4
million in revenues since it's acquisition in April, 1999. The average dinner
check was approximately $40 per person.
Historically, the Company's business is seasonal in nature with revenues
and net income for the first, second, and third quarters greater than in the
fourth quarter. The operating hours are typically 5:00 p.m. to 11:00 p.m. A
few selected restaurants are open for lunch and/or brunch.
Alcoholic beverages are available at all locations. The sale of alcoholic
beverages accounted for approximately 22% of the revenues generated during
each of the past three years.
OPERATIONS
Each restaurant is managed by one general manager and between two and seven
assistant managers, depending on the operating characteristics and size of the
restaurant. On average, general managers possess approximately six years
experience with the Company. Each general manager is required to comply with
an extensive operations manual which contains procedures to ensure uniform
operations, consistently high quality products and service, and proper
accounting for restaurant operations. The general manager and his or her
assistants are responsible for training restaurant employees under a training
program managed by the Company's Director of Training. Assistant managers
generally are required to participate in a comprehensive management
development program that emphasizes the Company's operating strategies,
procedures, and standards. The aim of this program is to provide each manager
with the tools needed to thrive in progressive management assignments.
The success of each concept relies on the continued involvement of regional
Directors of Operations, regional Vice Presidents of Operations, and the
President and Chief Executive Officer of the Company. There are currently six
regional Directors of Operations, each of whom is responsible for five to
eight restaurants in a given area. The regional Directors of Operations report
to one of two regional Vice Presidents of Operations, who report directly to
the President and Chief Executive Officer of the Company. Recently, the
Company has hired a Vice President of Operations for the Angelo and Maxie's
concept. As the number of Angelo and Maxie's restaurants grows, we anticipate
employing a similar management structure for the concept.
The involvement of operations management ranges from attracting quality
management teams for the restaurants to routine visits to each location
enforcing strict adherence to Company strategies, policies and standards of
quality.
EXPANSION STRATEGY
The Company's long term strategies include expanding both the Chart House
concept and the Angelo and Maxie's concept. This plan includes opening at
least five Angelo and Maxie's and at least two Chart Houses in 2000, with
comparable openings in the subsequent two to three years. The development will
be concentrated in markets with attractive demographics which will support the
Chart House concept and the Angelo and Maxie's concept.
3
When identifying and developing restaurant sites, particular emphasis is
placed on a potential site's physical location. Trade area demographics,
traffic volume, visibility, and accessibility are all key performance
indicators analyzed by management. Sales and profit projections are then
prepared to determine whether the economics of investment are sound. The
Company accords great importance to the selection of and coordination with the
architect to ensure that the proposed restaurant structure fits the Company
image. Executive management is involved extensively in each facet of the site
selection process.
The rate at which the Company can successfully achieve these expansion
objectives is dependent upon the success of locating acceptable sites,
negotiating acceptable lease or purchase terms, obtaining requisite
governmental permits and approvals, supervising location construction, and
recruitment and training of personnel.
PROCUREMENT OF FOOD AND SUPPLIES
The Company's ability to maintain consistent quality throughout its system
depends in part upon its ability to acquire food products and related items
from reliable sources in accordance with Company specifications. Suppliers are
pre-approved by the Company and are required to adhere to strict product
specifications to ensure that high quality food and beverage products are
served in the restaurants. The Company negotiates directly with the major
suppliers to obtain competitive prices and uses purchase agreements to
stabilize the potentially volatile pricing associated with certain
commodities. Management believes that adequate alternative sources of quality
food and supplies are readily available.
EMPLOYEES AND LABOR RELATIONS
The Company employs approximately 3,400 persons, of whom approximately 60
are corporate personnel. Approximately 220 are restaurant management personnel
and the remainder represent hourly restaurant personnel. None of the Company's
employees are covered by a collective bargaining agreement. The Company has
never experienced a work stoppage and considers its labor relations to be
good.
COMPETITION
In general, the restaurant business is highly competitive and can be
affected by competition created by similar restaurants in a geographic area,
changes in the public's eating habits and preferences, and local and national
economic conditions affecting consumer spending habits, population trends and
traffic patterns. Key competitive factors in the industry are the quality and
value of the food products offered, quality of service, cleanliness, name
identification, restaurant locations, price and attractiveness of facilities.
The Company's strategy is to differentiate itself from its competitors by
continually upgrading its menu, updating the appearance of each restaurant
through remodeling activities, and efficient and friendly service in a unique
setting.
MARKETING
The Company has developed a coordinated marketing communications program.
Efforts are concentrated on various local activities, print media, promotional
campaigns and support for "ViewPoints", the Company's frequent diner rewards
program. The Company recently hired a Vice President of Marketing to expand
the marketing and promotion ventures.
GOVERNMENT REGULATION
Each of the Company's restaurants is subject to various federal, state and
local laws, regulations and administrative practices affecting its business
and must comply with provisions regulating, among other things, health and
sanitation standards, equal employment, public accommodations for disabled
patrons, minimum wages, worker safety and compensation and licensing for the
sale of food and alcoholic beverages. Difficulties or failures in obtaining or
maintaining required liquor licenses, or other required licenses, permits, or
approvals, could delay or prevent the opening of new restaurants or adversely
affect the operations of existing restaurants.
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Federal and state environmental regulations have not had a material effect
on the Company's operations but more stringent and varied requirements of
local governmental bodies with respect to zoning, land use and environmental
factors could delay construction of new restaurants and add to their
construction cost.
The Company is also subject to the Fair Labor Standards Act, which governs
such matters as minimum wages, overtime and other working conditions. A
significant number of the Company's food service personnel are paid at rates
related to federal and state minimum wage requirements and, accordingly,
increases in the minimum wage or decreases in the allowable tip credit will
increase the Company's labor cost. There can be no assurance that future
legislation covering, among other matters, mandated health insurance, will not
be enacted and subsequently have a significant effect on the Company.
The Company believes it is operating in substantial compliance with
applicable laws, regulations and administrative practices governing its
operations.
TRADEMARKS
The original "Chart House" logo and trademark were registered with the
United States Patent and Trademark Office (the "USPTO") in 1972 and 1977,
respectively. The new corporate "Chart House" logo and trademark were
registered with the USPTO in August 1997. The "Peohe's" logo and trademark
were registered with the USPTO in 1988. Applications to register new
trademarks in connection with "ViewPoints", the Company's new frequent dining
program, "Angelo and Maxie's Steakhouse", and various marketing slogans are
currently pending with the USPTO.
The "Chart House" trademark and logo is licensed by the Company to the
operator of one Chart House restaurant located in Honolulu, Hawaii.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information about the Executive
Officers of the Company. All positions are with Chart House Enterprises, Inc.
NAME AGE POSITIONS HELD
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Thomas J. Walters....... 41 President and Chief Executive Officer
William M. Sullivan..... 33 Executive Vice President and Chief Financial Officer
Executive Officers of the Company are appointed annually by the Board of
Directors and serve at the Board's discretion.
Thomas J. Walters was promoted to Chief Executive Officer in November 1998.
He joined the Company as President and Chief Operating Officer and became a
member of the Board of Directors in February 1998. From March 1995 until
February 1998, Mr. Walters was President of Morton's of Chicago. He also
previously held the positions at Morton's of Vice President of Operations and
Regional Manager from March 1993 to March 1995. Prior to Mr. Walters'
association with Morton's, he was Director of Food and Beverage with the Ritz-
Carlton Hotel Corporation for six years. He has also held positions as
Director of Food and Beverage for the La Costa Resort & Spa, and Director of
Catering and Banquet for the Hyatt Hotels Corporation.
William M. Sullivan was promoted to Executive Vice President and Chief
Financial Officer in June 1999. He joined the Company as Vice President--
Finance and Controller in March 1998. From June 1995 until March 1998, Mr.
Sullivan was the Chief Financial Officer for the mid-west area development
group for Boston Chicken, Inc. Prior to June 1995, he held various financial
positions with Boston Chicken, Inc. and McDonald's Corporation. Mr. Sullivan
is a CPA.
5
ITEM 2. PROPERTIES.
A majority of the restaurant properties used by the Company are subject to
a lease agreement. The following table sets forth the number of restaurants
owned, leased and operated pursuant to ground leases and the average remaining
lease term (including renewal options) in years as of December 27, 1999.
AVERAGE
REMAINING
OWNED LEASED TOTAL TERM
----- ------ ----- ---------
Chart House (including Peohe's)................. 7 43 50 26
Angelo and Maxie's.............................. -- 1 1 8
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Total........................................... 7 44 51
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Restaurant sizes range from 4,600 to 15,800 square feet with an average of
8,350 square feet. Seating capacities range from 112 to 434 with an average of
267.
The amount of rent paid to lessors and the methods of computing rent vary
considerably from lease to lease. All of the Company's restaurant property
leases provide for a minimum annual rent, and most leases require payment of
additional rent based on sales volume at the particular location over
specified minimum levels. All of the Company's assets, which includes
properties held in fee, are pledged as collateral under the Revolving Credit
and Term Loan Agreement, filed herewith.
The Company's principal executive offices occupy approximately 13,200
square feet of leased office space in a building located in Chicago, Illinois.
This lease expires in June, 2003.
ITEM 3. LEGAL PROCEEDINGS.
The Company periodically is a defendant in cases incidental to its business
activities. While any litigation or investigation has an element of
uncertainty, the Company believes that the outcome of any of these matters
will not have a materially adverse effect on its financial condition or
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The information appearing under the caption "Common Stock Information" on
page 29 of the Company's Annual Report to Stockholders for the year ended
December 27, 1999 (the "Annual Report") is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data for the Company and its subsidiaries on page 13
of the Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Management's Discussion and Analysis of Financial Condition and Results of
Operations appears on pages 8 through 12 of the Annual Report and is
incorporated herein by reference.
6
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to market risk from changes in interest rates on
debt and changes in commodity prices. The Company's net exposure to interest
rate risk consists of its Revolving Credit and Term Loan Agreement that is
benchmarked to the prime rate and the LIBOR rate, respectively. The impact on
the Company's results of operations of a one-point interest rate change on the
outstanding debt balance as of December 27, 1999 would be approximately
$177,000 in incremental interest expense. The Company does not use derivative
instruments to manage borrowing costs or reduce exposure to adverse
fluctuations in the interest rate. The Company does not use derivative
instruments for trading purposes. The Company purchases certain commodities
such as beef, seafood, chicken, and cooking oil. These commodities are
generally purchased based upon purchase agreements established with vendors.
These purchase agreements may contain contractual features that fix the
commodity price or define the price from an agreed upon formula. The Company
does not use financial instruments to hedge commodity prices because these
purchase arrangements help control the ultimate cost paid and any commodity
price fluctuations are generally short term in nature. These disclosures
contain forward-looking statements. Actual results may differ based upon
general market conditions.
ITEM 8. FINANCIAL STATEMENTS.
The consolidated financial statements of the Company and its subsidiaries
appear on pages 14 through 16 of the Annual Report and are incorporated herein
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Directors. The information appearing under the caption "Election of
Directors" on pages 2-6 of the Company's Proxy Statement for its Annual
Meeting of Stockholders to be held on May 15, 2000 (the "Proxy Statement") is
incorporated herein by reference.
Executive Officers. The information appearing under the caption "Executive
Officers of the Company" included on page 5 in Item 1 of this Annual Report on
Form 10-K is incorporated herein by reference.
Compliance with Section 16(a) of the Exchange Act. The information
appearing under the caption "Security Ownership of Management" on pages 12 and
13 of the Proxy Statement is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information appearing under the caption "Executive Compensation"
commencing on page 6 of the Proxy Statement is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information appearing under the captions "Security Ownership of Certain
Beneficial Owners" on pages 10-12 and "Security Ownership of Management" on
pages 12 and 13 of the Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information appearing under the caption "Certain Relationships and
Related Transactions" on page 10 of the Proxy Statement is incorporated herein
by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) Financial Statements:
Included in Part II of this report are the following financial statements
incorporated herein by reference to the following pages of the Annual Report.
Page
-----
Consolidated Balance Sheets as of December 27, 1999 and December 28,
1998.................................................................... 14
Consolidated Statements of Operations for the fiscal years 1999, 1998 and
1997.................................................................... 15
Consolidated Statements of Stockholders' Equity for the fiscal years
1999, 1998 and 1997..................................................... 15
Consolidated Statements of Cash Flows for the fiscal years 1999, 1998 and
1997.................................................................... 16
Notes to Consolidated Financial Statements............................... 17-26
Report of Independent Public Accountants................................. 27
(2) Financial Statement Schedules:
All schedules have been omitted since the information required to be
submitted has been included in the consolidated financial statements or notes
thereto or have been omitted as not applicable or not required.
(3) Exhibits:
2.1 Asset Purchase Agreement by and among Chart House
Acquisition, Inc., Diamond Jim's Steak House, L.L.C.,
Howard Levine, Richard Wolf, Marc Packer and, solely for
purposes of Section 8.16, the Company dated as of March
17, 1999.(11)
3.1 (1) Restated Certificate of Incorporation of the Company,
as amended.(1)
(2) Certificate of Amendment of Restated Certificate of
Incorporation of the Company.(2)
3.2 Amended and Restated Bylaws of the Company.(1)
4.1 Specimen Common Stock Certificate.(2)
4.2 Section 203 of the Delaware General Corporation Law.(2)
10.1 (1) Registration Rights Agreement dated November 27, 1985
among the Company and its stockholders.(1)
(2) First Amendment to Registration Rights Agreement dated
as of April 28, 1986.(1)
(3) Second Amendment to Registration Rights Agreement
dated as of April 21, 1987.(1)
(4) Third Amendment to Registration Rights Agreement dated
as of September 6, 1989.(3)
10.2 Executive Benefit and Wealth Accumulation Plan of the
Company, effective January 27, 1986.(1)
10.3 1989 Non-Qualified Stock Option Plan of the Company.(2)
(a) Form of 1989 Non-Qualified Stock Option Plan
Agreement.(2)
10.4 1992 Stock Option Plan.(4)
(a) Form of 1992 Stock Option Plan Agreement.(4)
10.5 Chart House Enterprises, Inc. Severance Pay Plan dated
June 10, 1999.
10.5.1 First Amendment to Chart House Enterprises, Inc. Severance
Pay Plan dated as of December 9, 1999.
10.6 Stock Purchase and Sale Agreement dated as of March 10,
1997 among the Company, Chart House Investors, LLC and
Alpha/ZFT Partnership.(6)
10.7 Chart House Enterprises, Inc. Amended and Restated
Standstill Agreement dated October 1, 1997.(7)
10.7.1 Amended and Restated Standstill Agreement dated March 31,
1999.
10.8 1996 Stock Option Plan.(8)
(a) Form of 1996 Stock Option Plan Agreement.(8)
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10.9 1996 Nonemployee Director Stock Compensation Plan.(8)
10.10 Corporate Management Bonus Compensation Plan dated January
1, 1997.(8)
10.11 Chart House Guaranty Agreement dated as of December 10,
1997 between the Company and FINOVA Capital
Corporation.(9)
10.12 1998 Employee Stock Purchase Plan.(10)
10.13 Asset Purchase Agreement dated September 29, 1998 by and
among Crestone Group, L.L.C., Solana Beach Baking Company,
and the Company.(11)
10.14 Stock Purchase Agreement dated October 22, 1998 by and
among Inwood Investors Partnership, L.P., the Company,
Metropolitan Life Insurance Company, Michael C. Jolley,
Kirby Gorton, and Luther's Acquisition Corp.(11)
10.15 Revolving Credit and Term Loan Agreement, Dated as of
April 26, 1999 among the Company, Chart House, Inc.,
BankBoston, N.A., as Agent, and Bancboston Robertson
Stephens Inc., as Arranger.
10.16 Amendment Agreement No. 1 to that certain Revolving Credit
and Term Loan Agreement dated as of October 29, 1999.
10.17 Amendment Agreement No. 2 to that certain Revolving Credit
and Term Loan Agreement dated as of December 24, 1999.
13. Annual Report to Stockholders for the year ended December
27, 1999.
21. Subsidiaries of the Company.
27. Financial Data Schedule (required for electronic filing
only).
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(1) Filed as an exhibit to the Company's Registration Statement on Form S-1
dated August 27, 1987 or amendments thereto dated October 6, 1987 and
October 14, 1987 (Registration No. 33-16795).
(2) Filed as an exhibit to the Company's Registration Statement on Form S-1
dated July 20, 1989 or amendment thereto dated August 25, 1989
(Registration No. 33-30089).
(3) Filed as an exhibit to Form 10-K for the fiscal year ended December 31,
1989.
(4) Filed as an exhibit to Form 10-K for the fiscal year ended December 31,
1991.
(5) Filed as an exhibit to Form 10-Q for the quarterly period ended April 1,
1996.
(6) Filed as an exhibit to Form 10-Q for the quarterly period ended March 31,
1997.
(7) Filed as Exhibit 2.1 to Amendment No. 4 to a Schedule 13D of Chart House
Investors, LLC dated as of October 7, 1997.
(8) Filed as an exhibit to Form 10-K for the fiscal year ended December 30,
1996.
(9) Filed as an exhibit to Form 10-K for the fiscal year ended December 29,
1997.
(10) Filed as an exhibit to Form S-8 dated December 14, 1998.
(11) Filed as an exhibit to Form 10-K for the fiscal year ended December 28,
1998.
(b) Reports on Form 8-K. A report on Form 8-K/A was filed by the Company on
July 6, 1999. Item 7 was reported describing financial statements and pro
forma financial information filed subsequent to the Angelo and Maxie's
business combination.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Chart House Enterprises, Inc.
Date: March 24, 2000
/s/ Thomas J. Walters
By: _________________________________
Thomas J. Walters
President and Chief Executive
Officer; Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas J. Walters President and Chief March 24, 2000
____________________________________ Executive Officer; Director
Thomas J. Walters
/s/ William M. Sullivan Executive Vice President and March 24, 2000
____________________________________ Chief Financial Officer
William M. Sullivan
/s/ Barbara Allen Director March 24, 2000
____________________________________
Barbara Allen
/s/ Linda Walker Bynoe Director March 24, 2000
____________________________________
Linda Walker Bynoe
/s/ William M. Diefenderfer, III Director March 24, 2000
____________________________________
William M. Diefenderfer, III
/s/ F. Philip Handy Director March 24, 2000
____________________________________
F. Philip Handy
/s/ Stephen Ottmann Director March 24, 2000
____________________________________
Stephen Ottmann
/s/ Samuel Zell Chairman of the Board, March 24, 2000
____________________________________ Director
Samuel Zell
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