<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
Chart House Enterprises, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
160902102
(CUSIP Number)
Alisa M. Singer
Rosenberg & Liebentritt
Two North Riverside Plaza, Suite 600
Chicago, Illinois 60606
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 4, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the
following box [__].
Check the following box if a fee is being paid with the statement [__].
<PAGE> 2
SCHEDULE 13D
CUSIP No. 160902102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Chart House Investors, L.L.C. FEIN: 36-4141805
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER
3,400,000*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%
14. TYPE OF REPORTING PERSON
OO
*Represents the number of shares owned by all members of the group, in the
aggregate. This filing shall not be construed as an admission that such
reporting person is the beneficial owner of all such shares.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 160902102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Samstock, L.L.C. FEIN: 36-4156890
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X]
(b) [__]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF 3,400,000*
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER
3,400,000*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%
14. TYPE OF REPORTING PERSON
OO
*Represents the number of shares owned by all members of the group, in the
aggregate. This filing shall not be construed as an admission that such
reporting person is the beneficial owner of all such shares.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 160902102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Samstock/ZFT, L.L.C. FEIN: 36-3022976
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER
3,400,000*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%
14. TYPE OF REPORTING PERSON
OO
*Represents the number of shares owned by all members of the group, in the
aggregate. This filing shall not be construed as an admission that such
reporting person is the beneficial owner of all such shares.
<PAGE> 5
SCHEDULE 13D
CUSIP No. 160902102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
F. Philip Handy as Trustee of the Blaine Trust FEIN: 59-6963521
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER
3,400,000*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%
14. TYPE OF REPORTING PERSON
OO
*Represents the number of shares owned by all members of the group, in the
aggregate. This filing shall not be construed as an admission that such
reporting person is the beneficial owner of all such shares.
<PAGE> 6
SCHEDULE 13D
CUSIP No. 160902102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert Saltsman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER
3,400,000*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%
14. TYPE OF REPORTING PERSON
IN
*Represents the number of shares owned by all members of the group, in the
aggregate. This filing shall not be construed as an admission that such
reporting person is the beneficial owner of all such shares.
<PAGE> 7
SCHEDULE 13D
CUSIP No. 160902102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Thomas Gaffney and Donna Gaffney, as tenants by the entirety
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizens
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER
3,400,000*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%
14. TYPE OF REPORTING PERSON
IN
*Represents the number of shares owned by all members of the group, in the
aggregate. This filing shall not be construed as an admission that such
reporting person is the beneficial owner of all such shares.
<PAGE> 8
SCHEDULE 13D
CUSIP No. 160902102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MelChart, L.L.C. FEIN: 36-4183204
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER
3,400,000*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%
14. TYPE OF REPORTING PERSON
OO
*Represents the number of shares owned by all members of the group, in the
aggregate. This filing shall not be construed as an admission that such
reporting person is the beneficial owner of all such shares.
<PAGE> 9
SCHEDULE 13D
CUSIP No. 160902102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
F. Philip Handy
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER
3,400,000*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%
14. TYPE OF REPORTING PERSON
IN
*Represents the number of shares owned by all members of the group, in the
aggregate. This filing shall not be construed as an admission that such
reporting person is the beneficial owner of all such shares.
<PAGE> 10
SCHEDULE 13D
CUSIP No. 160902102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Richard Rivera
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER
3,400,000*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%
14. TYPE OF REPORTING PERSON
IN
*Represents the number of shares owned by all members of the group, in the
aggregate. This filing shall not be construed as an admission that such
reporting person is the beneficial owner of all such shares.
<PAGE> 11
This Amendment No. 5 to Schedule 13D relates to the common stock, par
value $0.01 per share ("Common Stock"), of Chart House Enterprises, Inc. (the
"Issuer")and is being filed merely to correct certain typographical errors in
Item 3 of Amendment No. 4 to Schedule 13D relating to the number of shares of
Common Stock of Issuer owned and the consideration paid therefor. Item 3 of
the Schedule 13D is hereby amended to read in its entirety as follows:
<PAGE> 12
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
CHI acquired 1,641,750 shares of the Common Stock to which this Statement
relates from the Issuer (the "Initial Shares") on March 10, 1997, pursuant to a
Stock Purchase and Sale Agreement, dated as of March 10, 1997 (the "Stock
Purchase Agreement"), among the Issuer, CHI and, solely for purposes of Section
4.13 of the Stock Purchase Agreement (relating to the guaranty of CHI's
obligations under the Stock Purchase Agreement), Alpha/ZFT Partnership, an
Illinois general partnership of which Alphabet and ZFT are the general partners
("Alpha/ZFT"). The membership interests in CHI presently held by Alphabet, and
the membership interests in CHI held by ZFT prior to October 1, 1997, were
previously held by Alpha/ZFT. Subsequent to execution of the Stock Purchase
Agreement, such membership interests in CHI were assigned by Alpha/ZFT to
Alphabet and ZFT. The Stock Purchase Agreement is attached hereto as Exhibit
1 and is incorporated herein by reference. Pursuant to the Stock Purchase
Agreement, CHI paid to the Issuer for the Initial Shares the amount of $5.75
per share, for a total consideration of $9,440,063, the source of which was
capital contributions to CHI by the members of CHI.
CHI acquired an additional 1,758,250 shares of Common Stock from the Issuer
(the "Additional Shares") on May 23, 1997, pursuant to the Stock Purchase
Agreement. Pursuant to the Stock Purchase Agreement, CHI paid to the Issuer
for the Additional Shares the amount of $5.75 per share, for a total
consideration of $10,109,937, the source of which was capital contributions to
CHI from the members of CHI.
The aggregate total consideration paid by CHI to the Issuer for the Initial
Shares and the Additional Shares was $19,550,000.
Pursuant to a Distribution and Contribution Agreement entered into as of
October 1, 1997 by and among CHI, Alphabet, ZFT, HHS Partnership, a Florida
general partnership of which Handy, Saltsman and Gaffney are the partners
("HHS"), SZI, Samstock and Samstock/ZFT (the "Distribution Agreement"), CHI
transferred an aggregate of 2,694,192 shares of Common Stock to Samstock,
Samstock/ZFT, Handy, Saltsman and Gaffney. The Distribution Agreement is
attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Pursuant to the Distribution Agreement, on October 1, 1997, CHI transferred
930,000 shares of Common Stock to one of its members, Alphabet, which
thereafter contributed such Common Stock to SZI, of which Alphabet is a member,
and SZI in turn contributed such Common Stock to Samstock, of which SZI is the
sole member.
2
<PAGE> 13
Pursuant to the Distribution Agreement, on October 1, 1997 CHI transferred
1,635,808 shares of Common Stock to one of its members, ZFT, which thereafter
contributed 930,000 shares of such Common Stock to SZI, of which ZFT is a
member, and 705,808 shares of such Common Stock to Samstock/ZFT, of which ZFT
is the sole member. SZI then contributed the 930,000 shares of Common Stock it
received from ZFT to Samstock, of which SZI is the sole member.
Pursuant to the Distribution Agreement, on October 1, 1997, CHI transferred
128,384 shares of Common Stock to one of its members, HHS, which thereafter
transferred 103,539 shares of such Common Stock to its partner FPH Trustee,
4,137 shares of such Common Stock to its partner Saltsman, and 20,708 shares of
such Common Stock to its partner Gaffney.
Pursuant to a Stock Purchase and Sale Agreement entered into as of October 1,
1997, by and between CHI and MelChart (the "MelChart Purchase Agreement"), on
October 1, 1997, MelChart acquired 202,217 shares of Common Stock from CHI for
the purchase price of $5.75 per share, for a total consideration of
$1,162,747.75, the source of which was capital contributions to MelChart by the
members of MelChart. The MelChart Purchase Agreement is attached hereto as
Exhibit 1.2 and is incorporated herein by reference.
Pursuant to a Stock Purchase and Sale Agreement entered into as of October 1,
1997 by and between CHI and Rivera (the "Rivera Purchase Agreement"), on
October 1, 1997, Rivera acquired 75,000 shares of Common Stock from CHI for the
purchase price of $5.75 per share, for a total consideration of $431,250, the
source of which was personal funds. The Rivera Purchase Agreement is attached
hereto as Exhibit 1.3 and is incorporated herein by reference.
3
<PAGE> 14
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
the statement is true, complete and correct.
DATED: November 4, 1997
CHART HOUSE INVESTORS, L.L.C., by ALPHABET
PARTNERS, its managing member, by a general partner
By: /s/ Arthur A. Greenberg
----------------------------------
Name: Arthur A. Greenberg
--------------------------------
Title: Trustee
-------------------------------
SAMSTOCK, L.L.C., by SZ INVESTMENTS, L.L.C.,
its sole member, by ZELL GENERAL PARTNERSHIP,
INC., its sole member
By: /s/ Sheli Z. Rosenberg
---------------------------------
Name: Sheli Z. Rosenberg
--------------------------------
Title: Vice President
-------------------------------
SAMSTOCK/ZFT, L.L.C., by ZFT PARTNERSHIP, its
sole member, by a general partner
By: /s/ Sheli Z. Rosenberg
----------------------------------
Name: Sheli Z. Rosenberg
------------------------------
Title: Trustee
------------------------------
/s/ F. Philip Handy
------------------------------------
F. Philip Handy
/s/ F. Philip Handy
-------------------------------------
F. Philip Handy, as Trustee of the Blaine Trust
/s/ Robert Saltsman
-------------------------------------
Robert Saltsman, by Sheli Z. Rosenberg
under Power of Attorney
4
<PAGE> 15
/s/ Thomas Gaffney
-----------------------------------
Thomas Gaffney, by Sheli Z. Rosenberg
under Power of Attorney
/s/ Donna Gaffney
-----------------------------------
Donna Gaffney, by Sheli Z. Rosenberg
under Power of Attorney
/s/ Richard Rivera
------------------------------------
Richard Rivera, by Sheli Z. Rosenberg
under Power of Attorney
MELCHART, LLC
By: /s/ Richard Melman
-----------------------------------
Richard Melman, its manager, by Sheli Z.
Rosenberg under Power of Attorney
5
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
1 Stock Purchase and Sale Agreement, dated as of March 10, 1997*
1.1 Distribution and Contribution Agreement, dated as of October 1, 1997*
1.2 Stock Purchase and Sale Agreement, dated as of October 1, 1997 (MelChart)*
1.3 Stock Purchase and Sale Agreement, dated as of October 1, 1997 (Rivera)*
2 Standstill Agreement dated as of March 10, 1997*
2.1 Amended and Restated Standstill Agreement, dated as of October 1, 1997*
2.2 Stockholder's Agreement, dated as of October 1, 1997*
3 Option Agreement, dated as of May 12, 1997*
3.1 Amended and Restated Option Agreement, dated as of September, 1997*
4 Share letter, dated July 29, 1997*
</TABLE>
____________________________________
* Previously filed.
