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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 25, 2000
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 NO. 1-9684
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CHART HOUSE ENTERPRISES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0147725
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization Identification No.)
640 North LaSalle, Suite 295 60610
Chicago, 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:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
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 February 27, 2001 was $14,784,899.
The number of shares outstanding of common stock as of February 28, 2001
was 11,806,666.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the year
ended December 25, 2000 are incorporated by reference into Part I hereof.
Portions of the Registrant's Proxy Statement for the Annual Meeting to be
held May 16, 2001 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 25, 2000, Chart House Enterprises, Inc. and its subsidiaries
(the "Company") operated 46 restaurants, consisting of 40 Chart House
restaurants, one Peohe's restaurant, and five Angelo and Maxie's steakhouses.
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 selects from 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 2000, the
restaurant introduced a full service sushi bar.
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 of the concept creates
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
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program of Chart House restaurants commenced in 1998. By the end of 2000, the
Company had spent approximately $21 million renovating 80% of the Chart House
concept restaurants over a period of 2 years, $10 million in 1999 and $11
million in 2000. The 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
18th century former office of John Hancock on Boston's Long Wharf, to the
modern three-tiered glass restaurant in Philadelphia overlooking the Delaware
River, which was remodeled in 1999. With a few exceptions, the Chart House
restaurants are freestanding buildings.
In 2000, the annual revenue for each restaurant currently in operation for
all of 2000 ranged from $1.7 million to $10.2 million, with an average annual
sales per restaurant of $3.1 million. The average dinner check at Chart House
restaurants was approximately $39 per person. The average dinner check at
Angelo and Maxie's was approximately $52 per person.
The Company's business is seasonal in nature with revenues and net income
for the second and third quarters greater than in the first and fourth
quarters. The operating hours are typically 5:00 p.m. to 11:00 p.m. Some
selected restaurants are also open for lunch and/or brunch.
Alcoholic beverages are available at all locations. The sale of alcoholic
beverages accounted for approximately 23% 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 five 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, Vice Presidents of Operations, and the President and
Chief Executive Officer of the Company. There are currently seven regional
Directors of Operations, each of whom is responsible for five to eight
restaurants in a designated region. The regional Directors of Operations
report to one of two Vice Presidents of Operations, who report directly to the
President and Chief Executive Officer of the Company.
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 two
Angelo and Maxie's in 2001 (West Palm Beach, Fl., and Reston, Va.). The
Company's focus in 2001 will be to maximize its investment in the five new
Angelo and Maxie's locations that will exist outside of New York City, where
two Angelo and Maxie's restaurants are located. The Company's key priority
will be developing brand name recognition in the new marketplaces by executing
strong operations and delivering high levels of customer service, supplemented
by an aggressive
3
marketing campaign (print, radio) highlighting the Angelo and Maxie's brand
name. Based on results achieved at the Angelo and Maxie's locations, the
Company will determine the future growth of both Chart House and Angelo and
Maxie's based on available resources and its ability to deliver adequate
shareholder returns.
When identifying and developing future restaurant sites, the Company places
particular emphasis 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. Senior 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,
recruitment and training of qualified personnel, and access to capital.
Procurement of Food and Supplies
The Company's ability to maintain consistent quality throughout its system
depends in large 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 3,300 persons, of whom approximately 50
are corporate personnel. Approximately 240 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 concept restaurants in a geographic
area, changes in the public's eating habits and preferences, local and
national economic conditions affecting consumer spending habits, population
trends and traffic patterns. Key success factors in the industry are the
quality and value of the food products offered, quality of service,
cleanliness, name identification, restaurant location, price and
attractiveness of facilities. The Company's strategy is to differentiate
itself from its competitors by providing unique, high-quality seafood and meat
entrees and delivering friendly and efficient service in a unique setting. Key
success factors to the setting are the location, attractive decor, as well as
the ambiance created by courteous and professional staff.
Marketing
The Company has developed an integrated marketing communications program
which consists of public relations, advertising (print, direct mail,
electronic mail and local radio), promotions and support for our ViewPoints
Frequent Dining Program.
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,
4
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.
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 and
living wage increases, will not be enacted and subsequently have a significant
effect on Company profitability.
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. The "Angelo and Maxie's Steakhouse"
word mark was registered with the USPTO in 1997. The "Angelo & Maxie's
Steakhouse" logo was registered with the USPTO in April 2000. Trademarks in
connection with "ViewPoints", the Company's new frequent dining program were
registered with the USPTO in January 2001. Various marketing slogans and other
marks 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. The positions are with Chart House Enterprises, Inc.
Name Age Positions Held
---- --- --------------
Thomas J.
Walters 42 President and Chief Executive Officer
William M. 33 Executive Vice President and Chief Financial Officer
Sullivan
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
5
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. Mr. Sullivan resigned his positions effective February 2,
2001.
Item 2. Properties.
All of the restaurant properties used by the Company are subject to a lease
agreement. The Company currently leases 42 Chart House restaurants, three of
which are held for disposal; one Peohe's restaurant; and seven Angelo and
Maxie's restaurants, two of which are expected to open in 2001. The average
remaining lease term (including renewal options) as of December 25, 2000 was 8
years for the Chart House restaurants (including Peohe's) and 10 years for
Angelo and Maxie's restaurants.
Restaurant sizes range from 4,600 to 32,000 square feet with an average of
8,949 square feet. Seating capacities range from 176 to 890 with an average of
287.
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 are pledged as
collateral under the Revolving Credit and Term Loan Agreement, as amended.
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 Stockholders
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 25, 2000 (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 that is benchmarked to the prime
rate, and the Term Loan Agreement and Subordinated Promissory Notes that are
benchmarked to the LIBOR rate. The impact on the Company's results of
operations of a one-point interest rate change on the outstanding debt balance
as of December 25, 2000 would be approximately $226,000 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 or arrangements with vendors. These purchase agreements or
arrangements may contain 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 4 and 5 of the Company's Proxy Statement for its Annual
Meeting of Stockholders to be held on May 16, 2001 (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 13 and
14 of the Proxy Statement is incorporated herein by reference.
Item 11. Executive Compensation.
The information appearing under the caption "Executive Compensation"
commencing on page 7 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 2-4 and "Security Ownership of Management" on
pages 13 and 14 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" commencing on page 10 of the Proxy Statement is
incorporated herein by reference.
7
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 25, 2000 and December
27, 1999.......................................................... 14
Consolidated Statements of Operations for the fiscal years 2000,
1999, and 1998.................................................... 15
Consolidated Statements of Stockholders' Equity for the fiscal
years 2000, 1999, and 1998........................................ 15
Consolidated Statements of Cash Flows for the fiscal years 2000,
1999, and 1998.................................................... 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)
8
10.5 Chart House Enterprises, Inc. Severance Pay Plan dated
June 10, 1999.(14)
10.5.1 First Amendment to Chart House Enterprises, Inc. Severance
Pay Plan dated as of December 9, 1999.(14)
10.5.2 Second Amendment to Chart House Enterprises, Inc.
Severance Pay Plan dated as of August 2, 2000.(13)
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.(14)
10.8 1996 Stock Option Plan.(8)
(a) Form of 1996 Stock Option Plan Agreement.(8)
10.9 1996 Nonemployee Director Stock Compensation Plan.(8)
10.9.1 2000 Nonemployee Director Equity Compensation Plan.(11)
10.10 Corporate Management Bonus Compensation Plan dated January
1, 1997.(8)
10.12 1998 Employee Stock Purchase Plan.(9)
10.13 Asset Purchase Agreement dated September 29, 1998 by and
among Crestone Group, L.L.C., Solana Beach Baking Company,
and the Company.(10)
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.(10)
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.(14)
10.16 Amendment Agreement No. 1 to that certain Revolving Credit
and Term Loan Agreement dated as of October 29, 1999.(14)
10.17 Amendment Agreement No. 2 to that certain Revolving Credit
and Term Loan Agreement dated as of December 24, 1999.(14)
10.17.1 Amendment Agreement No. 9 to that certain Revolving Credit
and Term Loan Agreement dated as of December 24, 2000.
10.18 Sale-Leaseback Agreement dated June 23, 2000 between CH
Restaurant Property, LLC and Chart House Inc.(12)
10.19 Master Lease Agreement dated June 23, 2000 between CH
Restaurant Property, LLC and Chart House, Inc.(12)
10.20 Amended and Restated Subordinated Promissory Note and
Guaranty dated February 20, 2001 between Chart House, Inc.
and EGI Fund (00).
10.30 Amended and Restated Guaranty dated February 20, 2001 by
several subsidiaries of the Company in favor of EGI Fund
(00) Investors, LLC.
10.40 Second Amended and Restated Subordination Agreement dated
as of February 20, 2001 among Fleet National Bank, EGI-
Fund (00) Investors, LLC, and Chart House, Inc.
9
10.50 Amended and Restated Subordinated Promissory Note and
Guaranty dated February 20, 2001 between Chart House, Inc.
and EGI Fund (01).
10.60 Amended and Restated Guaranty dated February 20, 2001 by
several subsidiaries of the Company in favor of EGI Fund
(01) Investors, LLC.
10.70 Amended and Restated Subordination Agreement dated as of
February 20, 2001 among Fleet National Bank, EGI-Fund (01)
Investors, LLC, and Chart House, Inc.
13. Annual Report to Stockholders for the year ended December
25, 2000.
21. Subsidiaries of the Company.
- --------
(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 S-8 dated December 14, 1998.
(10) Filed as an exhibit to Form 10-K for the fiscal year ended December 28,
1998.
(11) Filed as Exhibit A in the Notice of Annual Meeting of Stockholders to be
held May 15, 2000.
(12) Filed as an exhibit to Form 10-Q for the quarterly period ended June 26,
2000.
(13) Filed as an exhibit to Form 10-Q for the quarterly period ended September
25, 2000.
(14) Filed as an exhibit to Form 10-K for the fiscal year ended December 27,
1999.
(b) Reports on Form 8-K. A report on Form 8-K was filed by the Company on
December 18, 2000. Item 5 was reported describing the Company's borrowings
pursuant to a note in favor of a related party.
10
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 12, 2001
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.
NAME TITLE DATE
---- ----- ----
President and Chief March 12, 2001
____________________________________ Executive Officer; Director
Thomas J. Walters
Director March 12, 2001
____________________________________
Barbara Allen
Director March 12, 2001
____________________________________
Linda Walker Bynoe
Director March 12, 2001
____________________________________
William M. Diefenderfer, III
Director March 12, 2001
____________________________________
Jeff Klein
Director March 12, 2001
____________________________________
Robert McCormack
Director March 12, 2001
____________________________________
Stephen Ottmann
Chairman of the Board, March 12, 2001
____________________________________ Director
Samuel Zell
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