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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 30, 1996
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.)
115 SOUTH ACACIA AVENUE
SOLANA BEACH, CALIFORNIA 92075
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number including area code: (619) 755-8281
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 21, 1997 was $34,566,280.
The number of shares outstanding of common stock as of March 21, 1997 was
9,904,263.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the year
ended December 30, 1996 are incorporated herein by reference into Parts I and
II.
Portions of the Registrant's Proxy Statement for the Annual Meeting to be
held May 20, 1997 are incorporated herein by reference into Part III.
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PART I
ITEM 1. BUSINESS.
As of December 30, 1996, Chart House Enterprises, Inc. (the "Company")
operated 64 restaurants, consisting of 63 Chart Houses and one Peohe's. In
addition, the Company operates a wholesale bakery under the name Solana Beach
Baking Company. The Company sold its Paradise Bakery subsidiary in December
1995, and in May 1996, the Company sold its Islands restaurant operations. The
Company was incorporated in Delaware on July 25, 1985. The Company's principal
executive offices are located at 115 South Acacia Avenue, Solana Beach,
California 92075, and its telephone number is (619) 755-8281.
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. Today, there are 63
Chart House restaurants located in 22 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, prime rib, pasta dishes and as
much salad and bread as the customer desires. 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 and 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 free-standing 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 1996 the annual sales for Chart House restaurants currently in operation
ranged from $846,000 to$7.2 million with an average annual sales per Chart
House restaurant of $2.3 million. The average dinner check was approximately
$24 per person, excluding alcoholic beverages. Almost all Chart House
restaurants accept dinner reservations. 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.
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 six assistant managers, depending on the operating characteristics and
size of the restaurant. On average, general managers possess approximately ten
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.
1
There are seven Chart House regional directors of operations, each of whom
is responsible for eight to ten Chart House restaurants in a given area. The
regional directors of operations report to the Vice President--Operations who
is based in Connecticut, and who reports directly to the Executive Vice
President--Operations 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 operates a wholesale bakery in a leased facility located in
Carlsbad, California under the trade name "Solana Beach Baking Company." The
wholesale bakery supplies bread and other baked goods to Chart House
restaurants and also supplies muffins, croissants and other bakery products to
several hotels, food service distributors and other third party accounts. In
late-1994, the wholesale bakery began supplying cookies, cinnamon rolls and
other baked goods to Starbucks retail coffee outlets throughout Southern
California.
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. For example, the Alexandria, Virginia restaurant, a
building which was constructed in 1990 on leased land, required total capital
expenditures of approximately $4.8 million, while the Longboat Key, Florida
restaurant, which involved construction of leasehold improvements to an
existing structure in 1989, required total capital expenditures of
approximately $955,000. Capital expenditures for the new Chart House in
Newport, Kentucky, which was constructed on leased land and opened in April
1996, totaled about $2.9 million.
While 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.
Where a new free-standing building is required to be built, up to 2 1/2 years
may elapse from site selection to restaurant opening. However, where the
Company is able to locate a suitable restaurant for conversion to a Chart
House, the development period is generally six to 12 months.
Strategic Plan
Over the past few years, the Company scaled back development of new Chart
House restaurants, in large part due to the redirection of expansion efforts
and capital to the development of Islands restaurants. In the fourth quarter
of 1995, the Company adopted a new strategic plan to improve shareholder value
by refocusing on its core business--Chart House restaurants. The new strategic
plan called for selling the company's Paradise Bakery and Islands operations,
and modernizing, revitalizing and expanding the Chart House concept. Key to
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the strategy were the upgrading of facilities, enhancement of menu offerings
and increased marketing efforts at the Chart House restaurants. In addition,
the Company planned, on a long-term basis, for management succession and
reorganization, the selective disposition of restaurants that did not meet
performance criteria, and the building of new Chart House restaurants at a
moderate pace.
The Company sold Paradise Bakery in December 1995, and in May 1996 completed
the disposition of the Islands operations.
The Company implemented major areas of the strategic plan in late 1995 and
1996. The Company remains, however, in the early stages of the program to
revitalize and upgrade the restaurant facilities, pending resolution of
current financing issues and other matters.
ISLANDS
In May, 1996, the Company completed the sale of a 75% interest in its
Islands restaurant operations to two affiliated partnerships of Islands
Restaurants, L.P., the owner/licensor of the Islands concept, for a total
price of $23 million in notes. The notes bear interest at a rate of 9% and are
secured by restaurant assets. The Company has a 25% interest as a limited
partner in each of the partnerships, and is entitled to periodic distributions
based on available cash flows, as provided in the partnership agreements.
As part of the transaction, the existing area development agreement and
license and management agreement between the Company's subsidiary, Islands
Restaurants, Inc. and Islands Restaurants, L.P. terminated, thereby relieving
the Company of its obligation to continue developing Islands restaurants, and
reverting the license and development rights back to Islands Restaurants,
L.P., which also reassumed responsibility for managing its Islands restaurants
in the Los Angeles and Dallas markets as well as the restaurants acquired from
the Company.
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.
Chart House restaurants have purchased virtually all of the meat and frozen
seafood used in the restaurants on a national basis from one distributor for
the past 27 years. Management believes that adequate alternative sources of
supply are readily available.
EMPLOYEES AND LABOR RELATIONS
As of December 30, 1996, the Company employed approximately 4,550 persons,
of whom approximately 4,250 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 is 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
3
strategy is to differentiate itself from its competitors by providing
consistently high quality products, and efficient and friendly service in a
unique setting.
MARKETING
The Company has developed an extensive, coordinated marketing communications
program. Prior to 1993, Chart House had not utilized any significant
advertising other than yellow pages and selected local print advertising and
limited test marketing programs in 1991 and 1992. The 1993 program developed
for Chart House consisted of a national print media brand awareness campaign,
and the implementation of the Aloha Club, a frequent diner program, in October
1993. Efforts in the past three years were devoted to various local and
national advertising and promotional campaigns and to supporting the Aloha
Club, which has a current enrollment of approximately 15,000 active members.
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 "Chart House" logo and trademark were registered with the United States
Patent and Trademark Office (the "USPTO") in 1972 and 1977, respectively. The
"Peohe's" logo and trademark were registered with the USPTO in 1988. The
"Aloha Club" trademark and logo were registered with the USPTO in 1996.
Applications to register a new corporate trademark and logo are 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.
4
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
- ---- --- --------------------------
William R. Kuntz, Jr. ............... 47 Executive Vice President--Finance and
Administration, General Counsel and
Secretary
Stephen J. McGillin.................. 44 Executive Vice President--Operations
Roy S. Bream......................... 58 Senior Vice President--Real Estate and
Development
Pamela J. Robertson ................. 51 Senior Vice President--Human Resources
Randall P. McNamara.................. 42 Vice President--Operations
Executive officers of the Company are appointed annually by the Board of
Directors and serve at the Board's discretion.
William R. Kuntz, Jr. has been Executive Vice President--Finance and
Administration, General Counsel and Secretary since July 1996. He became chief
financial officer in July 1996 and assumed, with Mr. McGillin, the duties and
responsibilities of president and chief executive officer in November 1996. He
was Executive Vice President, General Counsel and Secretary from February 1996
to July 1996. He joined the Company as Vice President, General Counsel and
Secretary in June 1988. Mr. Kuntz was previously a partner in the Los Angeles
and San Diego offices of Morgan, Lewis & Bockius, a national law firm.
Stephen J. McGillin was named Executive Vice President--Operations of the
Company in November 1996 and at that time assumed, with Mr. Kuntz, the duties
and responsibilities of president and chief executive officer. From May 1996
to November 1996, he was Senior Vice President--Operations. Mr. McGillin has
been an officer with the Chart House restaurant organization since 1991. Mr.
McGillin has been with the Chart House restaurant organization continuously
for the past 22 years.
Roy S. Bream has been a Vice President of the Company since February 1993,
and was named Senior Vice President--Real Estate and Development in July 1996.
Mr. Bream was Vice President--Real Estate and Development of the Company from
January 1994 to July 1996. From May 1992 to December 1993, he was President
and Chief Operating Officer of the Company's subsidiary, Paradise Bakery, Inc.
He was Director of Real Estate and Development of Paradise Bakery, Inc. from
October 1990 to May 1992. Mr. Bream has been with the Chart House restaurant
organization continuously for the last nine years.
Pamela J. Robertson joined the Company in August 1996 as Senior Vice
President--Human Resources. Ms. Robertson has been a human resources
professional for 16 years and has been the senior human resources officer for
Panda Management Company, Family Restaurants, The Wherehouse and the Federal
Reserve Bank of San Francisco.
Randall P. McNamara was named Vice President--Operations of the Company in
March 1997. Mr. McNamara has been an officer of the Chart House restaurant
organization since 1988. Mr. McNamara has been with the Chart House restaurant
organization continuously for the last 22 years.
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
5
remaining lease term (including renewal options) in years as of December 30,
1996. The table does not include owned properties or leases under which the
Company was not engaged in restaurant operations at year end.
AVERAGE
REMAINING
GROUND LEASE
OWNED LEASED(1) LEASES(2) TOTAL TERM(3)
----- --------- --------- ----- ---------
Chart House........................ 12 33 17 62 27
Peohe's............................ -- 1 -- 1 29
--- --- --- ---
Total............................. 12 34 17 63
=== === === ===
- --------
(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 a rental
equal to the greater of a fixed minimum amount or a percentage of restaurant
sales at the leased premises.
Substantially all of the owned Chart House restaurants and certain of the
leased Chart House restaurants are subject to mortgages in favor of certain
lenders. See Note 6 of the Notes to Consolidated Financial Statements as of
December 30, 1996 for information with respect to security agreements and
obligations under mortgages.
The Company operates one Chart House restaurant under a management agreement
with the owner of the property. The restaurant, located in Weehawken, New
Jersey, covers approximately 22,000 square feet.
Solana Beach Baking Company leases approximately 17,000 square feet of space
in a building in Carlsbad, California for use as a wholesale bakery. The
extended term of the lease expires in June 1998 and there is an option for an
additional six month term.
The Company's principal executive offices occupy approximately 20,400 square
feet of office space in a building located in Solana Beach, California, which
is owned and used by the Company.
ITEM 3. LEGAL PROCEEDINGS.
Management of the Company believes that there are no material legal
proceedings pending or threatened to which the Company is or may be a party or
to which any of its property is subject. The Company is involved in various
lawsuits incidental to its business. Management does not believe that the
outcome of such litigation will have a material adverse effect upon the
consolidated operations or financial condition of the Company.
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.
6
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 30, 1996 (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 15
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 10 through 14 of the Annual Report and is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS.
The consolidated financial statements of the Company and its subsidiaries,
listed under Item 14, appear on pages 16 through 27 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 30, 31 and 32 of the Company's Proxy Statement for its
Annual Meeting of Stockholders to be held on May 20, 1997 (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 on page 5 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--Compliance with Section
16(a) of the Exchange Act" on page 40 of the Proxy Statement is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information appearing under the caption "Executive Compensation"
commencing on page 33 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 "Principal Stockholders" on
page 29 and "Security Ownership of Management" on page 39 of the Proxy
Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
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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 30, 1996 and December 31,
1995................................................................. 16
Consolidated Statements of Operations for the fiscal years 1996, 1995
and 1994............................................................. 17
Consolidated Statements of Stockholders' Equity for the fiscal years
1996, 1995 and 1994.................................................. 17
Consolidated Statements of Cash Flows for the fiscal years 1996, 1995
and 1994............................................................. 18
Notes to Consolidated Financial Statements............................ 19-27
Report of Independent Public Accountants.............................. 28
(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:
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) Amended and Restated Revolving Credit and Term Loan Agreement
dated as of December 17, 1993 by and among Chart House, Inc.
("CHI"), as borrower, the Company, Big Wave, Inc., and Paradise
Bakery, Inc., as guarantors, and The First National Bank of
Boston ("FNBB") and Sanwa Bank California ("Sanwa"), as lenders,
together with Restated Revolving Credit Notes dated December 17,
1993.(7)
(2) First Amendment dated September 30, 1994 to Amended and Restated
Revolving Credit and Term Loan Agreement.(8)
(3) Second Amendment dated April 24, 1995 to Amended and Restated
Revolving Credit and Term Loan Agreement.(10)
(4) Third Amendment dated June 14, 1995 to Amended and Restated
Revolving Credit and Term Loan Agreement.(10)
(5) Fourth Amendment dated August 25, 1995 to Amended and Restated
Revolving Credit and Term Loan Agreement.(10)
(6) Waiver of Specified Defaults; Amendment to Credit Agreement dated
as of August 14, 1996.(13)
(7) Fifth Amendment dated November 8, 1996 to Amended and Restated
Revolving Credit Agreement.
10.2(1) Amended and Restated Security and Inter-Creditor Agreement dated
as of December 17, 1993 by and among CHI, as debtor, and FNBB, as
security agent for itself, Sanwa and Metropolitan Life Insurance
Company ("Metropolitan"), as secured parties.(7)
10.2(2) Amended and Restated Pledge Agreement dated as of December 17,
1993 by and among CHI, as pledgor, and FNBB, as pledgee on behalf
of itself, Sanwa and Metropolitan.(7)
8
10.2(3) Amended and Restated Notice of Security Interest in Trademarks
dated December 17, 1993 by CHI in favor of FNBB, as security
agent for itself, Sanwa and Metropolitan.(7)
10.2(4) Amended and Restated Pledge Agreement dated as of December 17,
1993 by and among the Company, as pledgor, and FNBB, as
pledgee on behalf of itself, Sanwa and Metropolitan.(7)
10.2(5) Security and Inter-Creditor Agreement dated as of December 17,
1993 by and among Big Wave, Inc., as debtor, and FNBB, as
security agent for itself, Sanwa and Metropolitan, as secured
parties.(7)
10.3(1) Amended and Restated Note Purchase and Guarantee Agreement
dated as of December 30, 1993 by and among CHI, as note
issuer, the Company, Big Wave, Inc., and Paradise Bakery,
Inc., as guarantors, and Metropolitan, as note purchaser, with
respect to CHI's 10.40% Senior Secured Notes Due 2000.(7)
(2) Waiver of Specified Defaults; Amendment of Note Agreements
dated as of August 15, 1996.(13)
(3) Amendment dated as of November 12, 1996 to Note Purchase and
Guarantee Agreements with respect to 10.4% Senior Secured
Notes Due 2000 and 6.69% Senior Secured Notes Due 2001.
10.4 Note Purchase and Guarantee Agreement dated as of December 30,
1993 by and among CHI, as note issuer, the Company, Big Wave,
Inc., and Paradise Bakery, Inc., as guarantors, and
Metropolitan, as note purchaser, with respect to CHI's 6.69%
Senior Secured Notes Due 2001.(7)
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 [Intentionally Omitted]
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) 1985 Incentive Stock Option Plan of the Company, as amended.(1)
(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.(5)
(b) Form of 1992 Stock Option Plan Agreement.(5)
(4) Non-Qualified Stock Option Agreement dated as of June 1, 1988
between the Company
and William R. Kuntz, Jr.(2)
(5)(a) Chart House Enterprises, Inc. Corporate Employees 401(k) Plan,
amended and restated as of January 1, 1996.(11)
(b) Chart House Enterprises, Inc. Restaurant Employees 401(k) Plan
dated as of January 1, 1996.(11)
(c) [Intentionally Omitted]
9
(d) Trust Agreement between Shearson Lehman Trust Company
and the Company,
effective as of June 24, 1993.(7)
(6) Executive Benefit and Wealth Accumulation Plan of the
Company, effective January 27,
1986.(1)
(7) Chart House Enterprises, Inc. Incentive Compensation
Plan, effective January 1,
1993.(6)
(8) Form of Chart House Enterprises, Inc. Executive
Severance Agreement.(11)
(9) (a) 1996 Stock Option Plan.
(b) Form of 1996 Stock Option Plan Agreement.
(10) 1996 Nonemployee Director Stock Compensation Plan.
(11)(a) Restaurant Management Bonus Compensation Plan dated
October 1, 1996.
(b) Corporate Management Bonus Compensation Plan dated
January 1, 1997.
10.10(1) Warrant Agreement dated as of September 6, 1989 between
the Company and FBMIP, together with form of
Warrant.(3)
(2) Registration Rights Agreement dated as of September 6,
1989 between the Companyand FBMIP.(3)
10.11(a) Stock Purchase Agreement dated as of December 30, 1988
by and among Luther'sAcquisition Corporation, CHI and
Luther's Bar-B-Que, Inc.(2)
(b) Registration Rights Agreement dated as of December 30,
1988 between Luther's Acquisition Corporation and
certain shareholders, including CHI.(2)
(c) Shareholders' Agreement dated as of December 30, 1988
by and among Luther's Acquisition Corporation and
certain shareholders, including CHI.(2)
10.12 Amended and Restated Area Development and License
Agreement dated as of December 16, 1993 by and between
Islands Restaurants and Big Wave, Inc.(7)
10.13 Management Agreement dated as of December 16, 1993 by
and between Islands Restaurants and Big Wave, Inc.(7)
10.14 Management Agreement dated as of February 14, 1994 by
and between North Pier Associates and CHI.(8)
10.15(1) Asset Purchase Agreement dated December 20, 1994 among
Cork 'N Cleaver, Inc., Seward's Folly, Inc., and
Walter Seward.(8)
(2) Asset Purchase Agreement dated December 20, 1994 among
Cork 'N Cleaver of
Kalamazoo, Inc., Seward's Folly Michigan, Inc. and
Walter Seward.(8)
(3) Management Agreement dated as of December 20, 1994
between Cork 'N Cleaver of Kalamazoo, Inc., Seward's
Folly Michigan, Inc. and Walter Seward.(8)
10.16(1) Agreement dated as of June 1, 1995 by and between the
Edward Fineman Company, Inc. and CHI.(10)
(2) Agreement dated as of June 1, 1995 by and between the
Edward Fineman Company, Inc. and Islands Restaurants,
Inc.(10)
10.17 Stock Purchase Agreement dated as of December 14, 1995
by and among Java Centrale, Inc., the Company and
Paradise Bakery, Inc.(9)
10.18(1) Asset Purchase Agreement dated as of March 18, 1996 by
and between Islands Restaurants, Inc. and Islands
Florida LP (with attached Form of Promissory
Note).(11)
(2) Partnership Interest Purchase Agreement dated as of
March 18, 1996 by and between Islands Restaurants,
Inc. and Islands CA/AZ Holdings LP (with attached Form
of Promissory Note).(11)
10
(3) Termination of License Agreement.(12)
(4) Termination of Management Agreement.(12)
13. Annual Report to Stockholders for the year ended December 30, 1996.
21. Subsidiaries of the Company.
23. Consent of Arthur Andersen LLP, Independent Public Accountants.
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,
1990.
(5) Filed as an exhibit to Form 10-K for the fiscal year ended December 31,
1991.
(6) Filed as an exhibit to Form 10-K for the fiscal year ended December 31,
1992.
(7)Filed as an exhibit to Form 10-K for the fiscal year ended December 31,
1993.
(8) Filed as an exhibit to Form 10-K for the fiscal year ended December 31,
1994.
(9) Filed as an exhibit to Form 8-K dated January 12, 1996, for the event
reported as of December 31, 1995.
(10) Filed as an exhibit to Form 10-K for the fiscal year ended December 31,
1995.
(11) Filed as an exhibit to Form 10-Q for the quarterly period ended April 1,
1996.
(12) Filed as an exhibit to Form 8-K dated May 28, 1996, for the event
reported as of May 14, 1996.
(13) Filed as an exhibit to Form 10-Q for the quarterly period ended September
30, 1996.
(b) Reports on Form 8-K. No reports on Form 8-K have been filed by the
Company during the fourth quarter of the fiscal year covered by this report.
11
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 28, 1997
By WILLIAM R. KUNTZ, JR.
-------------------------------------
William R. Kuntz, Jr.
Executive Vice President--Finance
and Administration, General
Counsel and Secretary
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
Executive Vice President
--Finance and
Administration, General
Counsel and Secretary
(Co-Principal Executive
Officer and Principal
Financial Officer);
WILLIAM R. KUNTZ, JR. Director March 28, 1997
- -----------------------------------------------------------------
William R. Kuntz, Jr.
Executive Vice
President--Operations
(Co-Principal Executive
STEPHEN J. McGILLIN Officer) March 28, 1997
- -----------------------------------------------------------------
Stephen J. McGillin
Vice President and
Chief Accounting Officer
(Principal Accounting
JAMES C. WENDLER Officer) March 28, 1997
- -----------------------------------------------------------------
James C. Wendler
WILLIAM M. DIEFENDERFER Director March 26, 1997
- -----------------------------------------------------------------
William M. Diefenderfer
F. PHILIP HANDY Director March 28, 1997
- -----------------------------------------------------------------
F. Philip Handy
WILLIAM E. MAYER Director March 28, 1997
- -----------------------------------------------------------------
William E. Mayer
ARTHUR J. NAGLE Director March 28, 1997
- -----------------------------------------------------------------
Arthur J. Nagle
SAMUEL ZELL Director March 28, 1997
- -----------------------------------------------------------------
Samuel Zell
12