As filed with the Securities and Exchange Commission on June 28, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
--- 1934.
For the fiscal year ended December 31, 1999
-----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
--- OF 1934.
For the transition period from to
-------------------- --------------------
Commission file number 1-9390
------
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
(Full title of the Plan)
JACK IN THE BOX INC.
(Name of issuer of the securities held pursuant to the Plan)
9330 Balboa Avenue
San Diego, CA 92123
(Address of principal executive offices)
<PAGE>
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
(formerly Foodmaker, Inc. Easy$aver Plus Plan)
Financial Statements and Schedule
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE>
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
TABLE OF CONTENTS
Page
----
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Schedule I - Schedule of Assets Held for Investment
Purposes at End of Year 10
<PAGE>
Independent Auditors' Report
----------------------------
The Participants and the Administrative Committee
Jack in the Box Inc. Easy$aver Plus Plan:
We have audited the accompanying statements of net assets available for benefits
of the Jack in the Box Inc. Easy$aver Plus Plan (formerly Foodmaker, Inc.
Easy$aver Plus Plan) as of December 31, 1999 and 1998, and the related
statements of changes in net assets available for benefits for each of the years
in the two-year period ended December 31, 1999. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for benefits
for each of the years in the two-year period ended December 31, 1999, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
KPMG LLP
San Diego, California
June 20, 2000
1
<PAGE>
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
--------------------------------
1999 1998
------------- -------------
Assets
Investments (Note 3).......................... $ 61,425,578 $ 53,003,137
Receivables:
Contributions from participants........... 156,477 -
Contributions from employer............... 45,434 -
Loan repayment............................ 64,009 -
Due from broker........................... 130,720 47,816
Interest.................................. 67,614 109,055
------------- -------------
464,254 156,871
------------- -------------
Cash.......................................... - 942,398
------------- -------------
Total assets......................... 61,889,832 54,102,406
------------- -------------
Liabilities
Accrued expenses.............................. (184,191) (98,810)
Due to broker................................. (174,514) (232,222)
------------- -------------
Total liabilities.................... (358,705) (331,032)
------------- -------------
Net assets available for benefits............. $ 61,531,127 $ 53,771,374
============= =============
See accompanying notes to financial statements.
2
<PAGE>
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
December 31
--------------------------------
1999 1998
-------------- -------------
Additions
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of
investments (Note 3).................... $ 3,014,639 $ 5,512,460
Interest.................................. 1,180,672 1,165,371
Dividends................................. 539,948 659,527
------------- -------------
4,735,259 7,337,358
------------- -------------
Contributions
Participants'............................. 5,114,870 4,137,199
Employer's................................ 1,397,309 1,153,920
------------- -------------
6,512,179 5,291,119
------------- -------------
Total additions...................... 11,247,438 12,628,477
------------- -------------
Deductions
Deductions in net assets attributed to:
Benefits paid to participants............... (3,342,440) (3,630,994)
Administrative expenses..................... (145,245) (114,240)
------------- -------------
Total deductions..................... (3,487,685) (3,745,234)
------------- -------------
Net increase......................... 7,759,753 8,883,243
Net assets available for benefits:
Beginning of year........................... 53,771,374 44,888,131
------------- -------------
End of year................................. $ 61,531,127 $ 53,771,374
============= =============
See accompanying notes to financial statements.
3
<PAGE>
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following brief description of the Jack in the Box Inc. Easy$aver Plus Plan
(the "Plan") is provided for general information purposes only. Participants
should refer to the Plan document for a more complete description of the Plan's
provisions. On October 4, 1999 the Plan name was changed from the Foodmaker,
Inc. Easy$aver Plus Plan to the Jack in the Box Inc. Easy$aver Plus Plan.
General - The Plan was established effective April 1, 1983 for the purpose of
enabling employees to enhance their long-range financial security through
regular savings with the benefit of Jack in the Box Inc. (the "Company")
contributions. The benefits provided under the Plan are intended to supplement
the retirement benefits provided under other plans sponsored by the Company. The
Plan is subject to certain provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA"); however, benefits under the Plan are not eligible for
plan termination insurance provided by the Pension Benefit Guaranty Corporation
under Title IV of ERISA.
The Company, as plan sponsor, makes contributions to the Plan and pays a portion
of the administrative costs. Subject to certain restrictions, the plan sponsor
also has the authority and responsibility for the general administration of the
Plan. The Chairperson of the Company's Board of Directors is authorized to
appoint the members of the Administrative Committee (the "Committee"). Mellon
Bank, N.A., as the trustee, has the authority to hold, manage and protect the
assets of the Plan in accordance with the provisions of the Plan. The
recordkeeping administrative services are performed by Dreyfus Service
Corporation.
The Plan covers substantially all regular administrative, clerical, warehouse
and distribution employees, and maintenance and equipment technicians of the
Company who have completed one year of service, receive regular compensation
from a payroll in the United States, and have attained age 21. Effective April
1, 1996, the one year of service requirement was changed to one year of service
in which the employee is credited with at least 1,000 hours of service.
Participation by eligible employees is voluntary.
Contributions - Participants can elect to have the Company contribute to the
Plan any amount from 2% to 12% of their compensation in 1% increments through
payroll deductions not to exceed $10,000 in 1999 and 1998. This deferral is
referred to as a pre-tax deferral, i.e., it is not subject to income taxes in
the year deferred. Except as described below, the Company has made matching
contributions equal to 50% of each participant's first 4% of compensation
deferred. Effective April 3, 1995, the Company temporarily suspended matching
contributions. Effective October 2, 1995, the Company reinstated matching
contributions. Prior to January 1, 1989, participants who deferred at least 4%
of compensation could have elected to contribute an additional 1% to 10% of
compensation, in 1% increments, on an after-tax basis. Beginning January 1,
1989, after-tax contributions could have been made whether or not the
participant had elected to make any pre-tax deferrals. Effective April 1, 1991,
participants were no longer able to make after-tax contributions to the Plan.
4
<PAGE>
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
1. DESCRIPTION OF THE PLAN (continued)
Vesting - Participants have a fully vested interest in their pre-tax deferrals
and after-tax contributions plus actual earnings thereon. Company contributions
vest at the rate of 25 percent for each year of service by the participant or
upon attainment of age sixty-five, disability, death or termination of the Plan.
The vested amount in a participant's account normally is distributed upon
termination of employment. The amount of the Company's contribution that is not
vested with respect to any participant is forfeited upon termination of
employment, but is restored if the participant becomes an eligible employee
within five years after termination. Forfeitures are used to reduce employer
contributions. During the year ended December 31, 1999 no forfeitures were used
to reduce employer contributions. During the year ended December 31, 1998
forfeitures in the amount of $51,517 were used to reduce employer contributions.
As of December 31, 1999, plan assets included $16,122 of unallocated
forfeitures.
Participant Accounts - As of December 31, 1999, the trustee maintains thirteen
investment funds. Effective February 1, 1999, the Crabbe Huson Special Fund was
frozen to new investments in the Plan. Effective February 1, 2000, the Crabbe
Huson Special Fund will be removed from the Plan and any remaining balances on
that date will be transferred into the Dreyfus Certus Stable Value Fund.
Effective February 1, 1999, the MAS Mid Cap Growth Advisers Fund was added as a
new investment option in the Plan. Participants may direct their pre-tax
deferrals, after-tax and Company matching contributions to be placed in any of
the twelve active investment funds allocated in multiples of 10% to any
combination of these investment funds. Earnings derived from the assets of any
investment fund are reinvested in the fund to which they relate.
Participants may elect to transfer all or any multiple of 10% of the value of
their accounts among funds on any market trading day. Pending investment of the
assets in an investment fund, the trustee may temporarily make certain
short-term investments.
The Plan permits voluntary withdrawals by participants of their after-tax
contributions and related earnings no more than once every six months. Because
of certain Internal Revenue Service ("IRS") regulations, participants may, with
Committee approval, withdraw pre-tax deferrals (exclusive of earnings for
withdrawals after December 31, 1989), Company matching contributions (if the
participant is fully vested) and related earnings only in the event of a
financial hardship. The Plan permits participants to borrow from the investment
funds. Loans are subject to such rules and regulations as the Committee may
adopt, including but not limited to the following: (1) the amount of the loan is
subject to certain limitations, (2) the loan bears interest at prevailing rates
and repayments are to be made through payroll deductions, and (3) the payment of
a processing fee is required. Amounts loaned to participants are treated as
invested in such loans and, to the extent unpaid, do not generate any earnings
other than interest thereon.
5
<PAGE>
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared using
the accrual method of accounting.
Investments - The Plan's common/collective trust funds are stated at fair value.
The Plan's investments in common stocks and mutual funds are stated at fair
value, which is determined by quoted market prices. Purchases and sales of
securities are recorded on a trade-date basis. All receivables and liabilities
are valued at cost, which approximates fair value.
The Plan's guaranteed investment contracts with insurance companies are recorded
at contract value. Contract value represents contributions made under the
contract, plus interest at the contract rate, less Plan withdrawals and certain
expenses (see Note 4).
Use of Estimates - The Plan sponsor and administrator have made a number of
estimates and assumptions relating to the reporting of assets, liabilities and
changes therein, and disclosures of contingent assets and liabilities to prepare
the financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
Accounting Standard Adopted - In September 1999, the American Institute of
Certified Public Accountants issued Statement of Position 99-3, Accounting for
and Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters (SOP 99-3). SOP 99-3 simplifies the disclosure for certain
investments and is effective for plan years ending after December 15, 1999 with
earlier application encouraged. The Plan adopted SOP 99-3 during the Plan year
ended December 31, 1999. Accordingly, information previously required to be
disclosed about participant-directed fund investment programs is not presented
in the Plan's 1999 financial statements. The Plan's 1998 financial statements
have been reclassified to conform with the current year's presentation.
6
<PAGE>
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
3. INVESTMENTS
Investments consist of the following at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
---------------------------------- ----------------------------------
Fair Fair
Description of Investments Cost Value Cost Value
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
TBC, Inc. Pooled Employee Fund............ $ 48,486 $ 48,486 $ 30,250 $ 30,250
Guaranteed Investment Contracts........... - - 2,195,486 2,195,486 (1)
Dreyfus Certus Stable Value
Fund (cost per share of $1.00 in
1999 and 1998).......................... 14,817,184 14,817,184 10,839,575 10,839,575
Dreyfus Short-Intermediate
Government Fund (cost per
share of $10.88 in 1999 and
$11.03 in 1998)......................... 1,502,134 1,430,322 1,319,952 1,290,146
Dreyfus Disciplined Stock Fund
(cost per share of $31.08 in 1999
and $28.75 in 1998).................... 9,209,858 12,671,542 7,920,226 10,319,987
Dreyfus Lifetime Income Fund
(cost per share of $13.50 in 1999
and $13.52 in 1998)..................... 638,713 613,246 420,382 417,460
Dreyfus Lifetime Growth &
Income Fund (cost per share of
$15.73 in 1999 and $15.42 in 1998)...... 10,990,366 11,719,442 10,974,360 12,366,586
Dreyfus Lifetime Growth Fund
(cost per share of $17.60 in 1999
and $17.03 in 1998).................... 2,391,005 2,427,226 1,346,244 1,396,706
Neuberger & Berman Guardian
Trust (cost per share of $16.47 in
1999 and $17.18 in 1998)................ 1,477,735 1,268,907 1,331,713 1,252,369
</TABLE>
(1) Represents contract value which approximates fair value at December 31,
1998.
7
<PAGE>
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
3. INVESTMENTS (continued)
Investments consist of the following at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
---------------------------------- -------------------------------
Fair Fair
Description of Investments Cost Value Cost Value
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Crabbe Huson Equity Fund
(cost per share of $18.52 in 1999
and $19.21 in 1998).................... $ 732,441 $ 696,024 $ 549,097 $ 469,256
Heartland Value Fund
(cost per share of $32.56 in 1999
and $33.62 in 1998)................... 1,348,699 1,512,122 1,443,448 1,257,717
Crabbe Huson Special Fund
(cost per share of $12.60 in 1999
and $12.77 in 1998)................... 177,688 121,798 238,006 148,884
MAS Mid Cap Growth
Advisers Fund (cost per share
of $26.00 in 1999)..................... 991,173 1,181,991 - -
Warburg Pincus International
Equity Fund (cost per share of
$19.94 in 1999 and $19.83 in 1998)..... 829,813 1,154,566 661,690 593,643
Jack in the Box Inc. Common Stock........ 5,443,849 7,100,529 3,290,378 6,142,289
Participant loans receivable............. 4,662,193 4,662,193 4,282,783 4,282,783
------------- ------------- ------------- -------------
$ 55,261,337 $ 61,425,578 $ 46,843,590 $ 53,003,137
============= ============= ============= =============
</TABLE>
During 1999 and 1998 the Plan's investments (including gains and losses on
investments bought and sold as well as held during the year) appreciated in
value by $3,014,639 and $5,512,460 as follows:
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
Mutual funds............................................................. $ 3,691,026 $ 3,441,227
Common stock............................................................. (676,387) 2,071,233
------------- -------------
$ 3,014,639 $ 5,512,460
============= =============
</TABLE>
8
<PAGE>
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
4. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES
Guaranteed investment contracts ("GIC's") guarantee a fixed rate of interest
over a specified period of time. Funds may be withdrawn from any GIC by the
Plan, prior to the maturity of the GIC, in order to meet the withdrawal
elections by the Plan participants from the Certus Stable Value Fund. The
average yield on these contracts was 6.3% for the plan year ended December 31,
1998. The crediting interest rates on these contracts approximated the average
yield as of December 31, 1998. During 1999, the Plan's GIC's matured and the
funds were reinvested in the Certus Stable Value Fund, a collective investment
fund which invests mainly in guaranteed investment contracts.
5. FEDERAL INCOME TAXES
The IRS has determined and informed the Company by a letter dated April 1, 1987,
that the Plan and related trust are designed in accordance with applicable
sections of the Internal Revenue Code. The Plan was amended and restated
thereafter effective January 1, 1988 and January 1, 1989. On November 28, 1995,
the IRS issued a favorable tax determination letter related to these
restatements. The Plan was further restated effective January 1, 1996. The Plan
sponsor believes that the Plan continues to qualify and to operate as designed,
and the related trust is tax exempt.
9
<PAGE>
Schedule I
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
EIN: 95-2698708
Plan Number: 003
Schedule of Assets Held for Investment Purposes at End of Year
As of December 31, 1999
<TABLE>
<CAPTION>
(c)
(b) Description of Investment Including
Identity of Issue, Borrower, Maturity Date, Rate of Interest, (d) (e)
(a) Lessor, or Similar Party Collateral, Par or Maturity Value Cost Current Value
-------- ---------------------------------- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common/Collective Trust Funds
* The Boston Company 48,486 shares of TBC, Inc. Pooled Employee Fund $ 48,486 $ 48,486
* Certus Asset Advisors 14,817,184 shares of Dreyfus Certus Stable Value Fund 14,817,184 14,817,184
---------- ----------
14,865,670 14,865,670
---------- ----------
* Jack in the Box Inc. 343,228 shares of Jack in the Box Inc. Common Stock 5,443,849 7,100,529
* Participant loans Interest rates ranging from 8.5% to 11.5% - 4,662,193
</TABLE>
(continued)
10
<PAGE>
Schedule I (continued)
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
EIN: 95-2698708
Plan Number: 003
Schedule of Assets Held for Investment Purposes at End of Year
As of December 31, 1999
<TABLE>
<CAPTION>
(c)
(b) Description of Investment Including
Identity of Issue, Borrower, Maturity Date, Rate of Interest, (d) (e)
(a) Lessor, or Similar Party Collateral, Par or Maturity Value Cost Current Value
------- ------------------------------------ ------------------------------------------------------------------------------------
Mutual Funds:
<S> <C> <C> <C>
* The Dreyfus Corporation 138,062 shares of Dreyfus Short-Intermediate
Government Fund $ 1,502,134 $ 1,430,322
* The Dreyfus Corporation 296,341 shares of Dreyfus Disciplined Stock Fund 9,209,858 12,671,542
* The Dreyfus Corporation 47,318 shares of Dreyfus Lifetime Income Fund 638,713 613,246
* The Dreyfus Corporation 698,834 shares of Dreyfus Lifetime Growth & Income Fund 10,990,366 11,719,442
* The Dreyfus Corporation 135,827 shares of Dreyfus Lifetime Growth Fund 2,391,005 2,427,226
Neuberger Berman Mgmt, Inc. 89,739 shares of Neuberger & Berman Guardian Trust 1,477,735 1,268,907
Liberty Financial Companies 39,547 shares of Crabbe Huson Equity Fund 732,441 696,024
Heartland Advisors 41,428 shares of Heartland Value Fund 1,348,699 1,512,122
Liberty Financial Companies 14,097 shares of Crabbe Huson Special Fund 177,688 121,798
Miller Anderson & Sherrerd, LLP 38,129 shares of MAS Mid Cap Growth Advisers Fund 991,173 1,181,991
Warburg, Pincus & Co., LLC 41,606 shares of Warburg Pincus International Equity 829,813 1,154,566
------------ -------------
30,289,625 34,797,186
------------ -------------
$ 50,599,144 $ 61,425,578
============ =============
</TABLE>
* Party-in-interest as defined by ERISA.
See accompanying Independent Auditors' Report.
11
<PAGE>
EXHIBITS
1. Consent of KPMG LLP.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
JACK IN THE BOX INC. EASY$AVER
PLUS PLAN
By: LAWRENCE E. SCHAUF
------------------
Lawrence E. Schauf
Member, Administrative Committee
Date: June 28, 2000
12
<PAGE>
Exhibit 1
Independent Auditors' Consent
The Board of Directors
Jack in the Box Inc.:
We consent to incorporation by reference in the registration statement (No.
33-54602) on Form S-8 of Jack in the Box Inc. of our report dated June 20, 2000,
relating to the statements of net assets available for benefits of the Jack in
the Box Inc. Easy$aver Plus Plan as of December 31, 1999 and 1998, and the
related statements of changes in net assets available for benefits for each of
the years in the two-year period ended December 31, 1999, and the related
schedule, which report appears in the December 31, 1999, annual report on Form
11-K of the Jack in the Box Inc. Easy$aver Plus Plan.
KPMG LLP
San Diego, California
June 28, 2000
