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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 29, 1997
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 (ZIP CODE)
OFFICES)
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 New York Stock Exchange
$.01 per share
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 12, 1998 was $43,803,487.
The number of shares outstanding of common stock as of March 12, 1998 was
11,728,589.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the year
ended December 29, 1997 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 6, 1998 are incorporated herein by reference into Part III.
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PART I
ITEM 1. BUSINESS.
As of December 29, 1997, Chart House Enterprises, Inc. (the "Company")
operated 61 restaurants, consisting of 60 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 60
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, 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 1997 the annual sales for Chart House restaurants currently in operation
ranged from $1.0 million to $8.0 million with an average annual sales per
Chart House restaurant of $2.5 million. The average dinner check was
approximately $25 per person, excluding alcoholic beverages. 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. Selected Chart Houses are
open for lunch.
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
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 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 the Vice President--Operations, who
reports directly to the President and Chief Operating 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 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
other retail, grocery and wholesale club accounts. Sales to Starbucks Coffee
Company comprise approximately one-half of the bakery's revenues.
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. Capital expenditures for the most recently opened 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
The Company's strategic plan focuses on the revitalization of the core Chart
House restaurants, the sale of non-core assets including Solana Beach Baking
Company, and the selective disposition of underperforming Chart Houses. The
Company is in the initial stages of the revitalization plan, which calls for
an upgrading of the facilities and enhanced menu offerings.
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 alternatives
sources of supply are readily available.
2
EMPLOYEES AND LABOR RELATIONS
As of December 29, 1997, the Company employed approximately 4,326 persons,
of whom approximately 4,051 were hourly restaurant or clerical employees and
approximately 275 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 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. Efforts are concentrated on various local and national print media
and promotional campaigns and to supporting the Aloha Club, a frequent diner
program, which has a current enrollment of approximately 19,000 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. The
new corporate "Chart House" trademark and logo were registered with the USPTO
in August 1997. Applications to register three new service marks 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.
3
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
- ---- --- --------------------------
F. Philip Handy....................... 53 Acting Chief Executive Officer
Thomas J. Walters..................... 39 President and Chief Operating Officer
Randall P. McNamara................... 43 Vice President--Operations
Richard D. Tipton .................... 41 Vice President--Legal Affairs and
General Counsel
James C. Wendler...................... 38 Vice President--Finance and Chief
Financial Officer
Executive officers of the Company are appointed annually by the Board of
Directors and serve at the Board's discretion.
F. Philip Handy has served as Acting Chief Executive Officer of the Company
since December 1997. Mr. Handy has been a director of the Company since March
1997. He is a managing director of EGI Corporate Investments, Inc., a division
of Equity Group Investments, Inc. Prior to joining Equity Group, Mr. Handy was
Chairman and President of Winter Park Capital Company, a private investment
firm he founded in 1980.
Thomas J. Walters 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 nationwide.
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.
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 23 years.
Richard D. Tipton was named Vice President--Legal Affairs and General
Counsel in May 1997. He was Vice President and Assistant General Counsel from
January 1995 to May 1997. Previously, Mr. Tipton served as Corporate Counsel.
Mr. Tipton has been with the Company continuously for the past 10 years.
James C. Wendler was named Vice President--Finance and Chief Financial
Officer in May 1997. He was Vice President and Chief Accounting Officer from
February 1993 to May 1997. Mr. Wendler has been with the Company continuously
for the past 11 years.
Mr. Tipton's and Mr. Wendler's employment with the Company is expected to
terminate in June 1998 in connection with the Company's corporate office
relocation from Solana Beach, California to Chicago, Illinois.
4
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 29, 1997. 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........................ 11 31 17 59 26
Peohe's............................ -- 1 -- 1 28
--- --- --- ---
Total............................. 11 32 17 60
=== === === ===
- --------
(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 29, 1997 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 July 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
the Company sold in September 1997 and is leasing back through June 1998.
Around June 1998, the Company is expected to begin occupying leased space 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, San Diego Superior
Court. On June 13, 1997, the complaint was served upon the Company and seeks
$6,000,000
5
in compensatory damages for breach of contract. The complaint arises out of
the Company's termination of a supply contract with the plaintiff based upon
the plaintiff's numerous alleged material defaults of that contact. The
Company intends to vigorously contest the lawsuit and has filed a countersuit
against the plaintiff.
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 29, 1997 (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 10 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 12 through 23 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 5, 6 and 7 of the Company's Proxy Statement for its Annual
Meeting of Stockholders to be held on May 6, 1998 (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 4 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 23 of the Proxy Statement is incorporated
herein by reference.
6
ITEM 11. EXECUTIVE COMPENSATION.
The information appearing under the caption "Executive Compensation"
commencing on page 15 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 2 and "Security Ownership of Management" on page 23 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 21 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 29, 1997 and December 30,
1996................................................................. 12
Consolidated Statements of Operations for the fiscal years 1997, 1996
and 1995............................................................. 13
Consolidated Statements of Stockholders' Equity for the fiscal years
1997, 1996 and 1995.................................................. 13
Consolidated Statements of Cash Flows for the fiscal years 1997, 1996
and 1995............................................................. 14
Notes to Consolidated Financial Statements............................ 15-23
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:
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, BankBoston, N.A, as
agent, and Sumitomo Bank of California as Security Agent.(10)
10.2 [Intentionally Omitted]
10.3 [Intentionally Omitted]
10.4 [Intentionally Omitted]
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)
8
10.9 Compensatory Plans, Contracts and Agreements:
(1) [Intentionally Omitted]
(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.
(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 [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)
9
10.18 [Intentionally Omitted]
10.19(1) Stock Purchase and Sale Agreement dated as of March 10, 1997
between Chart House Enterprises, Inc., 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 Chart House Enterprises, Inc. and FINOVA Capital
Corporation.
13. Annual Report to Stockholders for the year ended December 29,
1997.
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.
(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.
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 27, 1998
By F. PHILIP HANDY
-------------------------------------
F. Philip Handy
Acting 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
---- ----- ----
F. PHILIP HANDY Acting Chief Executive March 27, 1998
- --------------------------------------- Officer (Principal
F. Philip Handy Executive Officer);
Director
THOMAS J. WALTERS President and Chief March 27, 1998
- --------------------------------------- Operating
Thomas J. Walters Officer; Director
JAMES C. WENDLER Vice President--Finance March 27, 1998
- --------------------------------------- and
James C. Wendler Chief Financial Officer
Principal Financial and
(Accounting Officer)
WILLIAM M. DIEFENDERFER Director March 27, 1998
- ---------------------------------------
William M. Diefenderfer
WILLIAM E. MAYER Director March 27, 1998
- ---------------------------------------
William E. Mayer
ARTHUR J. NAGLE Director March 27, 1998
- ---------------------------------------
Arthur J. Nagle
SAMUEL ZELL Director March 27, 1998
- ---------------------------------------
Samuel Zell
11