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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Chart House Enterprises, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
160902102
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(CUSIP Number)
Alisa M. Singer
Rosenberg & Liebentritt
Two North Riverside Plaza, Suite 600
Chicago, Illinois 60606
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 11, 1997
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(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 [__].
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This Amendment No. 3 to Schedule 13D relates to 200,000 shares of the
common stock of Chart House Enterprises, Inc. held by Chart House Investors,
LLC. Items 6 and 7 of the Schedule 13D are hereby amended to read in their
entirety as follows:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except for the matters described herein, neither CHI nor, to the best
knowledge of CHI, any of Alphabet, ZFT, HHS or any of the persons listed in
Appendix A hereto has any contract, arrangement, understanding or relationship
with any person with respect to any securities of the Issuer.
On May 15, 1997, Alphabet and ZFT entered into an Option Agreement (the
"Option Agreement") with F. Philip Handy ("Handy"). The Option Agreement is
attached hereto as Exhibit 3 and is incorporated herein by reference. Under
the Option Agreement, Alphabet and ZFT granted Handy the option to purchase up
to 5% of the membership interests of Alphabet and ZFT in CHI (the "Option").
Alphabet and ZFT collectively hold 96.224% of the total membership interests
in CHI, and accordingly, the Option granted to Handy relates to membership
interests which represent 4.811% of the total membership interests in CHI.
The purchase price upon exercise of the Option is equal to a specified
"Price Per Share," multiplied by the number of shares of Common Stock then held
by CHI, multiplied by 96.224%, multiplied by the percentage of the membership
interests in CHI that Handy is then purchasing upon exercise of the Option.
The Price Per Share initially will be $5.75, and shall be increased at the rate
of 6% per annum, compounded annually, from March 11, 1997 to the date of the
closing of the respective Option exercise, and will be subject to further
adjustment as provided in the Option Agreement. The Option may be exercised at
any time after the Additional Closing and shall expire 30 days after notice to
Handy of the intention of Alphabet and ZFT to dispose of all or any substantial
part of their membership interests in CHI.
On July 29, 1997, CHI issued a letter (the "Share Letter") to Richard E.
Rivera ("Rivera"). The Share Letter advised Rivera that if he became President
and Chief Executive Officer of the Company in accordance with certain terms,
CHI would give him the opportunity, subject to satisfaction of certain
requirements and during a specified period, to purchase up to 200,000 shares of
Common Stock held by CHI, at a cash price of $5.75 per share.
Rivera became President and Chief Executive Officer of the Company in
accordance with such terms on August 11, 1997. Rivera has not yet purchased
any shares of Common Stock in accordance with the Share Letter.
The summary contained in this statement of certain provisions of the
Option Agreement and the Share Letter is not intended to be complete and is
qualified in its entirety by reference to the Option Agreement and the Share
Letter attached as Exhibits hereto and incorporated herein by reference.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Stock Purchase Agreement.
Exhibit 2 - Standstill Agreement.
Exhibit 3 - Option Agreement.
Exhibit 4 - Share Letter
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CHART HOUSE INVESTORS, LLC,
by ZFT Partnership, its managing
member, by one of its general partners
By: /s/ Sheli Z. Rosenberg
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Name: Sheli Z. Rosenberg
Title: Trustee
Dated: August 29, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
1 Stock Purchase and Sale Agreement, dated as of March 10, 1997*
2 Standstill Agreement, dated as of March 10, 1997*
3 Option Agreement, dated as of May 12, 1997*
4 Share Letter, dated July 29, 1997**
</TABLE>
____________________________________________
* Previously filed.
** Filed herewith.
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Exhibit 4
CHART HOUSE INVESTORS, LLC
Two North Riverside Plaza
Chicago, Illinois 60606
July 29, 1997
Mr. Richard E. Rivera
5250 Woodridge Forest Trail
Atlanta, Georgia 30327
RE: INVESTMENT OPPORTUNITY
Dear Dick:
Enclosed is a letter which sets forth the proposed terms of your
employment by Chart House Enterprises, Inc. (the "Company"). Chart House
Investors, LLC ("Investors") presently holds 3,400,000 shares of common stock
of the Company (the "Company Stock"), representing approximately 29% of the
total Company Stock outstanding.
If you become President and Chief Executive Officer of the Company in
accordance with the terms of the enclosed letter, Investors will give you the
opportunity, subject to satisfaction of applicable securities laws and stock
exchange requirements, as well as compliance with the "Standstill" agreement
between Investors and the Company, to purchase up to 200,000 shares of the
Company Stock owned by Investors, at a cash price of $5.75 per share, within 30
days after the last date of disposition of the Rare Stock referred to in
paragraph 4 of the enclosed letter.
CHART HOUSE INVESTORS, LLC
By: HHS Partnership, a member
By: /s/ F. Philip Handy
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Name: F. Philip Handy
Title: Partner
