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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 28, 1998
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
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
640 NORTH LASALLE, SUITE 295
CHICAGO, ILLINOIS 60610
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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
------------------- -------------------
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 2, 1999 was $21,559,968.
The number of shares outstanding of common stock as of March 2, 1999 was
11,762,561.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the year ended
December 28, 1998 are incorporated by reference into Part I hereof.
Portions of the Registrant's Proxy Statement for the Annual Meeting to be held
May 18, 1999 are incorporated by reference into Part III hereof.
PART I
ITEM 1. BUSINESS.
As of December 28, 1998, Chart House Enterprises, Inc. and its subsidiaries (the
"Company") operated 58 restaurants, consisting of 57 Chart Houses and one
Peohe's. 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 Company was incorporated in Delaware on July 25,
1985. The Company's principal executive offices are located at 640 North
LaSalle, Suite 295, Chicago, Illinois 60610, and its telephone number is (312)
266-1100.
The following discussion describes the Company's operations.
OPERATIONS
Chart House operations commenced in 1961 with the opening of the first Chart
House in Aspen, Colorado by a predecessor of the Company. As of December 28,
1998, there are 57 Chart House restaurants located in 21 states, Puerto Rico and
the U.S. Virgin Islands.
Chart House restaurants are full-service, casual dinner houses with a menu
featuring fresh fish, seafood, 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 places great emphasis upon the location, exterior and interior
design of each Chart House restaurant. Each Chart House is unique and designed
to fit within and complement its surroundings. The restaurant buildings are
environmentally sensitive and functional in design. Representative exteriors of
Chart House restaurants range from the restored 1887 Victorian boathouse on
Coronado Island in San Diego Bay to the modern three-tiered glass restaurant in
Philadelphia overlooking the Delaware River. With a few exceptions, Chart House
restaurants are freestanding buildings with dinner seating capacities ranging
from 92 to 350 and an average seating capacity of 196. The restaurant interiors
are casual in design and decor and are accentuated by nautical-themed and
action/adventure oriented artwork.
In 1998 the annual sales for each Chart House restaurant currently in operation
ranged from $0.9 million to $6.1 million with an average annual sales per Chart
House restaurant of $2.4 million. 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 average dinner check was
approximately $33 per person. The operating hours for Chart House restaurants
are typically 5:00 p.m. to 11:00 p.m. on weekdays and 5:00 p.m. to 1:00 a.m. on
weekends. A few selected Chart Houses are open for lunch and/or brunch.
Alcoholic beverages are available at all Chart House locations. The sale of
alcoholic beverages accounted for approximately 22% of the revenues generated by
Chart House restaurants during each of the past three years.
Each Chart House restaurant is managed by one general manager and between one
and seven assistant managers, depending on the operating characteristics and
size of the restaurant. On average, general managers possess approximately seven
years experience with Chart House. The assistant managers generally are required
to participate in a comprehensive management development program with
progressive management assignments. In addition, 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 director of training.
There are eight Chart House regional directors of operations, each of whom is
responsible for five to nine Chart House 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. The duties of the directors of operations include supervising
and assisting the managerial and staff employees of all Chart House restaurants.
Peohe's
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
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.
Solana Beach Baking Company
The Company previously operated a wholesale bakery in a leased facility located
in Carlsbad, California under the trade name "Solana Beach Baking Company." The
wholesale bakery supplied bread and other baked goods to Chart House restaurants
and also supplied muffins, croissants and other bakery products to other retail,
grocery and wholesale club accounts. The bakery was sold in October 1998.
Site Development
The cost of opening a Chart House restaurant varies significantly from
restaurant to restaurant, depending upon, among other things, the location of
the site and whether the land, building, furniture, fixtures and equipment are
purchased or leased. When identifying and developing restaurant sites,
particular emphasis is placed on a potential site's physical location, with a
preference for locations near water and within major metropolitan areas. Sales
and profit projections are then prepared to determine whether the proposed
restaurant will provide a targeted return on investment. The Company accords
great importance to the selection of and coordination with the architect to
ensure that the proposed restaurant structure fits the Chart House restaurant
image.
Strategic Plan
The Company's strategic plan focuses on the revitalization of the core Chart
House restaurants and the selective disposition of under-performing Chart
Houses. The Company is midway through the revitalization plan, focusing on
upgrading the facilities and completing implementation of a new, enhanced menu.
Currently, the new menu is in 30 of the Company's 58 restaurants with the
remaining restaurants, with the exception of Peohe's, implementing the new menu
during 1999. Six Chart House restaurants were remodeled in 1998; 20 are
scheduled for remodeling in 1999. The
designs are intended to update the look of each Chart House restaurant and
create a more comfortable and enjoyable dining experience. The Company continues
to evaluate under-performing Chart House restaurants and has determined that up
to six restaurants will be disposed during 1999. During the first quarter of
1999 the Company signed an agreement to purchase a restaurant company located in
New York, New York. The potential acquisition is an operation that management
believes will enhance operating results in 1999 and will complement the current
restaurant group of Chart House Enterprises, Inc.
PROCUREMENT OF FOOD AND SUPPLIES
The Company's ability to maintain consistent quality throughout its restaurants
depends in part upon the 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. Management believes that adequate alternative sources of
supply are readily available.
EMPLOYEES AND LABOR RELATIONS
As of December 28, 1998, the Company employed approximately 4,200 persons, of
whom approximately 3,900 were hourly restaurant or clerical employees and
approximately 300 were salaried, managerial employees engaged in administrative
and supervisory capacities. A majority of the hourly employees are employed on a
part-time basis to provide services necessary during peak periods of restaurant
operations. None of the Company's employees are covered by a collective
bargaining agreement. The Company has never experienced a work stoppage and
believes 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 the menu, updating the appearance of each Chart House with significant
remodeling, 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", its newly-implemented frequent diner
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 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 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 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
which could have a significant effect on the Company.
The Company believes it is operating in substantial compliance with applicable
laws and regulations governing its operations.
TRADEMARKS AND SERVICE MARKS
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 two new service marks in connection with
"ViewPoints", the Company's new frequent dining program, as well as three
additional service marks, are currently pending with the USPTO.
The "Chart House" trademark and logo are licensed by the Company to the operator
of one Chart House restaurant located in Honolulu, Hawaii, and to the operator
of a Chart House restaurant in Queensland, Australia.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information about the executive officers
of the Company. Unless otherwise indicated, all positions are with Chart House
Enterprises, Inc.
NAME AGE POSITIONS WITH THE COMPANY
- ---- --- --------------------------
Thomas J. Walters................. 40 President and Chief Executive
Officer
Cynthia T. Quigley................ 39 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
director in February 1998. From March 1995 until February 1998, Mr. Walters was
President of Morton's of Chicago restaurants. He also 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 also
has 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.
Cynthia T. Quigley joined the Company as Vice President and Chief Financial
Officer in June 1998. Ms. Quigley previously served as Vice President of Finance
for Allied Domecq Retailing, USA (Dunkin' Donuts, Baskin Robbins & Togos) from
1996 to May 1998. She held the position of Senior Vice President of Strategic
Development for Daka International from 1994 to 1996. From 1991 to 1994 she was
a Consultant with Hewitt Associates. Prior to 1991 she held various consulting
and financial positions with Kraft General Foods, Arthur Andersen & Co., and
Northern Trust Company. Ms. Quigley will resign her position with the Company as
of March 26, 1999.
ITEM 2. PROPERTIES.
A majority of the restaurant properties used by the Company are leased from
others. 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 28, 1998.
AVERAGE
REMAINING
GROUND LEASE
OWNED LEASED(1) LEASES(2) TOTAL TERM(3)
Chart House....................... 10 31 16 57 26
Peohe's........................... -- 1 -- 1 27
--- -- --- --
Total............................. 10 32 16 58
=== == === ===
(1) The Company leases restaurant properties (a) pursuant to standard lease or
sublease arrangements and (b) under "build-to-suit" arrangements pursuant to
which the landowner/landlord builds a restaurant to the Company's
specifications. Each restaurant property is owned by the landowner/landlord and
at the expiration or termination of the lease term, the Company will have no
interest in the restaurant or any other material improvements constructed on the
real property.
(2) Under ground lease arrangements, the Company, as tenant, leases undeveloped
real property and is responsible for constructing all or substantially all
improvements on the real property. In a typical ground lease, the improvements
constructed by the Company are owned by the Company and the landowner/landlord
has no interest in the improvements constructed by the Company until the
expiration or termination of the lease, at which time the improvements become
the property of the landowner/landlord.
(3) Includes renewal options.
The amount of rent paid to lessors and the methods of computing rent vary
considerably from lease to lease. Most leases contain a provision for rent equal
to the greater of a fixed minimum amount or a percentage of restaurant sales at
the leased premises.
See Note 6 of the Notes to Consolidated Financial Statements as of December 28,
1998 for information with respect to assets pledged as collateral under the
Company's revolving credit agreement.
The Chart House restaurant located in Weehawken, New Jersey was destroyed by
fire in May 1998. The Company has entered a lease agreement with the owner of
the Weehawken property which commences upon complete construction of a new
restaurant. The Company anticipates that the Weehawken restaurant will reopen
during fiscal year 1999.
Until June 1998 the Company's principal executive offices occupied approximately
20,400 square feet of office space in a building located in Solana Beach,
California, which the Company sold in 1997 and leased back through June 1998.
The Company's principal executive offices, since June 1998, occupy approximately
12,700 square feet of leased office space in a building located in Chicago,
Illinois.
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.
In the second quarter of 1997, the Company became a party to a civil action
entitled The Edward Fineman Company, Inc. v. Chart House Enterprises, Inc. &
Chart House, Inc., and Does 1 to 50, Case Number 711373, Superior Court of the
State of California, San Diego County ("Court"). Plaintiff filed a complaint on
June 11, 1997, alleging breach of a 5-year exclusive service contract entered
into by the parties on or about July 5, 1995 ("Contract") and failure to pay for
goods delivered. Plaintiff's initial claim for breach of contract damages was
approximately $6,000,000 for lost profits, cover damages, and other non-
specified damages, including accrued interest, reasonable attorneys' fees and
costs. Plaintiff also sought approximately $200,000 for nonpayment of goods
delivered and other non-specified damages. In response, the Company filed a
cross-complaint against Plaintiff seeking a declaration that its termination of
the Contract in May 1997 was appropriately based on several Events of Default
set forth in the Contract and, therefore,
did not constitute a breach thereof.
Following a ten-week bench trial during the fourth quarter of 1998, the Court
issued a Memorandum of Decision on December 18, 1998 finding that the
termination did not constitute a breach of the Contract and, therefore,
Plaintiff was not entitled to recover any breach of contract damages against the
Company. The Court further held that the Company was required to pay only
$72,000 to Plaintiff in connection with its claim for nonpayment of goods, after
allowing the Company to offset for certain professional auditing fees incurred
during the litigation.
Pursuant to local rules of civil procedure, the Company submitted a proposed
final judgment to the Court for entry in January 1999. To date, a final judgment
has not been entered because Plaintiff filed a Motion for New Trial with the
Court, which was subsequently denied. The Company is in the process of
resubmitting its proposed final judgment to the Court for entry.
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
24 of the Company's Annual Report to Stockholders for the year ended December
28, 1998 (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 11 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 6 through 11 of the Annual Report and is
incorporated herein by reference.
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 agreement that is benchmarked to the LIBOR rate. 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 impact on the Company's results of
operations of a one-point interest rate change on the outstanding debt balance
as of December 28, 1998 would be immaterial.
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,
listed under Item 14, appear on pages 12 through 22 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 18, 1999 (the "Proxy Statement") is incorporated
herein by reference.
Executive Officers. The information with respect to executive officers appearing
under the caption "Executive Officers of the Company" is included in Item 1 of
this Annual Report on Form 10-K and is incorporated herein by reference pursuant
to general instruction G and instruction 3 to Item 401(b) of Regulation S-K.
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.
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 28, 1998 and December 29,
1997................................................................... 12
Consolidated Statements of Operations for the fiscal years 1998, 1997
and 1996................................................................... 13
Consolidated Statements of Stockholders' Equity for the fiscal years
1998, 1997 and 1996........................................................ 13
Consolidated Statements of Cash Flows for the fiscal years 1998, 1997
and 1996................................................................... 14
Notes to Consolidated Financial Statements................................. 15-22
Report of Independent Public Accountants................................... 23
(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.
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 Second Amended and Restated Credit Agreement dated as of June 27, 1997
by and among Chart House, Inc. ("CHI"), as borrower, the Company and
Big Wave, Inc., as guarantors, the Banks party thereto BankBoston,
N.A, as agent, and Sumitomo Bank of California as Security Agent.(10)
10.2 First Amendment to Second Amended and Restated Credit Agreement dated
as of December 28, 1998 by and among CHI, the Company and Big Wave, as
guarantors, BankBoston N.A., as a Bank and Agent, and California Bank
& Security Trust, as a Bank and Security Agent.
10.3 Second Amendment to Second Amended and Restated Credit Agreement dated
as of December 28, 1998 by and among CHI, the Company, and Big Wave,
Inc., as guarantors, BankBoston N.A. as a Bank and Agent, and
California Bank & Trust, as Security Agent.
10.4 Asset Purchase Agreement dated September 29, 1998 by and among
Crestone Group, LLC, Solana Beach Baking Company, and the Company.
10.5(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)
10.6 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.
10.7 [Intentionally Omitted]
10.8 Marks Licensing Agreement and Settlement Agreement, each dated as of
June 30, 1987 between CHI and Cabell Enterprises, Inc.(1)
10.9 Compensatory Plans, Contracts and Agreements:
(1) 1998 Employee Stock Purchase Plan.(14)
(2)(a) 1989 Non-Qualified Stock Option Plan of the Company.(2)
(b) Form of 1989 Non-Qualified Stock Option Plan Agreement.(2)
(3)(a) 1992 Stock Option Plan.(4)
(b) Form of 1992 Stock Option Plan Agreement.(4)
(4) [Intentionally Omitted]
(5)(a) Chart House Enterprises, Inc. Corporate Employees 401(k) Plan,
amended and restated as of January 1, 1996.(8 )
(b) Chart House Enterprises, Inc. Restaurant Employees 401(k) Plan
dated as of January 1, 1996.(8)
(c) [Intentionally Omitted]
(d) Trust Agreement between Shearson Lehman Trust Company and the
Company, effective as of June 24, 1993.(5)
(6) Executive Benefit and Wealth Accumulation Plan of the
Company, effective January 27, 1986.(1)
(7) [Intentionally Omitted]
(8) Form of Chart House Enterprises, Inc. Executive Severance
Agreement.(8)
(9)(a) 1996 Stock Option Plan.(12)
(b) Form of 1996 Stock Option Plan Agreement.(12)
(10) 1996 Nonemployee Director Stock Compensation Plan.(12)
(11)(a) Restaurant Management Bonus Compensation Plan dated October 1,
1996.(12)
(b) Corporate Management Bonus Compensation Plan dated January 1,
1997.(12)
10.10 [Intentionally Omitted]
10.11(1) Stock Purchase Agreement dated as of December 30, 1988 by and among
Luther's Acquisition Corporation, CHI and Luther's Bar-B-Que,
Inc.(2)
(2) Registration Rights Agreement dated as of December 30, 1988 between
Luther's Acquisition Corporation and certain shareholders, including
CHI.(2)
(3) Shareholders' Agreement dated as of December 30, 1988 by and among
Luther's Acquisition Corporation and certain shareholders, including
CHI.(2)
10.12 [Intentionally Omitted]
10.13 [Intentionally Omitted]
10.14 Management Agreement dated as of February 14, 1994 by and between
North Pier Associates and CHI.(6)
10.15(1) Asset Purchase Agreement dated December 20, 1994 among Cork `N
Cleaver, Inc., Seward's Folly, Inc., and Walter Seward.(6)
(2) Asset Purchase Agreement dated December 20, 1994 among
Cork `N Cleaver of Kalamazoo, Inc., Seward's Folly Michigan,
Inc., and Walter Seward.(6)
(3) Management Agreement dated as of December 20, 1994 between Cork
`N Cleaver of Kalamazoo, Inc., Seward's Folly Michigan, Inc. and
Walter Seward.(6)
10.16 [Intentionally Omitted]
10.17 Stock Purchase Agreement dated as of December 14, 1995 by and among
Java Centrale, Inc., the Company and Paradise Bakery, Inc.(7)
10.18 [Intentionally Omitted]
10.19(1) Stock Purchase and Sale Agreement dated as of March 10, 1997 among the
Company, Chart House Investors, LLC and Alpha/ZFT Partnership. (9)
(2) Chart House Enterprises, Inc. Amended and Restated Standstill
Agreement dated October 1, 1997. (11)
10.20 Chart House Guaranty Agreement dated as of December 10, 1997 between
the Company and FINOVA Capital Corporation.(13)
13. Annual Report to Stockholders for the year ended December 28, 1998.
21. Subsidiaries of the Company.
23. Consent of Arthur Andersen LLP, Independent Public Accountants.
27. Financial Data Schedule (required for electronic filing only).
- --------
(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-K for the fiscal year ended December 31,
1993.
(6) Filed as an exhibit to Form 10-K for the fiscal year ended December 31,
1994.
(7) Filed as an Exhibit to Form 8-K dated January 12, 1996, for the event
reported as of December 31, 1995.
(8) Filed as an exhibit to Form 10-Q for the quarterly period ended April 1,
1996.
(9) Filed as an exhibit to Form 10-Q for the quarterly period ended March 31,
1997.
(10) Filed as an exhibit to Form 10-Q for the quarterly period ended June 30,
1997.
(11) Filed as Exhibit 2.1 to Amendment No. 4 to a Schedule 13D of Chart House
Investors, LLC dated as of October 7, 1997.
(12) Filed as an exhibit to Form 10-K for the fiscal year ended December 30,
1996.
(13) Filed as an exhibit to Form 10-K for the fiscal year ended December 29,
1997.
(14) Filed as an exhibit to Form S-8 dated December 14, 1998.
(b) Reports on Form 8-K. No reports on Form 8-K have been filed by the Company
during the fiscal year covered by this report.
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 19, 1999 By THOMAS J. WALTERS
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
THOMAS J. WALTERS President and Chief Executive March 19, 1999
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Thomas J. Walters Officer; Director
CYNTHIA T. QUIGLEY Vice President and Chief March 19, 1999
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Cynthia T. Quigley Financial Officer
WILLIAM M. SULLIVAN Vice President and Controller March 19, 1999
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William M. Sullivan
BARBARA ALLEN Director March 19, 1999
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Barbara Allen
LINDA WALKER BYNOE Director March 19, 1999
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Linda Walker Bynoe
WILLIAM M. DIEFENDERFER, III Director March 19, 1999
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William M. Diefenderfer, III
F. PHILIP HANDY Director March 19, 1999
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F. Philip Handy
STEPHEN OTTMANN Director March 19, 1999
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Stephen Ottmann
SAMUEL ZELL Chairman of the March 19, 1999
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Samuel Zell Board, Director