<PAGE>
FILED PURSUANT TO RULE 424(b)(3)
Registration No. 333-45009
CHART HOUSE ENTERPRISES, INC.
Supplement dated December 30, 1999
to Prospectus dated July 21, 1998
The following replaces the "Selling Stockholders" section of the
Prospectus:
SELLING STOCKHOLDERS
The Selling Stockholders are the owners of 4,538,455 shares of Common
Stock. From time to time, the Selling Stockholders will determine the number of
the Shares which they may sell. The determination to sell will depend on a
number of factors, including the price of the Common Stock from time to time.
The information in the following table sets forth the information provided by
each of the Selling Stockholders as of December 17, 1999, concerning the Selling
Stockholder's ownership of the Shares at such date.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to the Offering/(1)/ After the Offering
------------------------------- ---------------------------------
Shares
Being
Name of Selling Stockholder Number Percentage Offered Number/(2)/ Percentage/(2)/
- --------------------------- ------------- ------------ ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Samstock L.L.C 1,935,000 16.4% 1,935,000 0 0
Samstock/ZFT, L.L.C. 705,808 6.0% 705,808 0 0
Samstock/Alpha, L.L.C. 34,622/(3)/ ** 34,622/(3)/ 0 0
Melchart LLC 202,217 1.7% 202,217 0 0
F. Philip Handy 263,581/(4)/ 2.2% 163,581/(4)/ 100,000 1.0%
F. Philip Handy, as trustee of the 197,879 1.7% 197,879 0 0
Blaine Trust
Sheli Z. Rosenberg 65,628 ** 65,628 0 0
Thomas and Donna Gaffney 11,708 ** 11,708 0 0
Robert Saltsman 4,137 ** 4,137 0 0
Metropolitan Life Insurance 1,117,875 9.5% 1,117,875 0 0
Company
</TABLE>
- -------------------
** Less than 1.0%
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(1) Based on beneficial ownership as of December 17, 1999. Does not reflect
shares subject to options exercisable more than 60 days after the date of
this Prospectus.
(2) Assuming each Selling Stockholder sells all of the Shares being offered by
such Selling Stockholder.
(3) Samstock/Alpha, L.L.C., a Delaware limited liability company ("Alpha") has
granted F. Philip Handy ("Handy") an option (the "Handy Option") to
purchase from Alpha an aggregate of 163,581 Shares. Beneficial ownership
of Shares as set forth in the table above with respect to Alpha assumes
that Handy has exercised in full the Handy Option. To the extent that the
Handy Option is not exercised, the number of Shares beneficially owned
prior to the offering by Alpha and the number of Shares being offered by
Alpha would increase.
(4) Assumes the full exercise by F. Philip Handy of the Handy Option. To the
extent that the Handy Option is not exercised, the number of Shares
beneficially owned prior to the offering by Handy and the number of Shares
being offered by Handy would decrease. In addition, Mr. Handy holds an
option to purchase 100,000 shares of Common Stock of the Company pursuant
to a Stock Option Agreement dated May 19, 1997 between Mr. Handy and the
Company, which options vested upon approval by the stockholders of the
Company at the annual meeting on May 6, 1998.
The Shares offered hereby by each of Samstock L.L.C., Samstock/ZFT, L.L.C.,
Melchart LLC, Thomas and Donna Gaffney and Robert Saltsman, and 103,539 of the
Shares offered by F. Philip Handy, as trustee of the Blaine Trust, were acquired
from EGI Chart House Investors, L.L.C. ("EGI-CHI") in September 1997. The
Shares offered hereby by Alpha were acquired from its sole member, Alphabet
Partners, an Illinois general partnership ("Alphabet") in December 1999, as a
contribution to the capital of Alpha; Alphabet acquired such Shares from EGI-CHI
in December 1999, in connection with the dissolution of EGI-CHI. The Shares
offered hereby by Sheli Rosenberg, and 94,340 of the Shares offered by F. Philip
Handy, as trustee of the Blaine Trust, were acquired from EGI-CHI in December
1999, in connection with the dissolution of EGI-CHI. The 163,581 Shares offered
by F. Philip Handy may be acquired by Mr. Handy pursuant to the exercise of an
option granted by Alpha in December 1999 to purchase Shares held by Alpha. Mr.
Handy is a director of the Company. EGI-CHI acquired its Shares pursuant to a
Stock Purchase and Sale Agreement dated as of March 10, 1997 among the Company,
EGI-CHI and Alpha/ZFT Partnership. The sole member of Samstock L.L.C., a
Delaware limited liability company, is SZ Investments, L.L.C., an Illinois
limited liability company. The sole member of Samstock/ZFT, L.L.C., a Delaware
limited liability company, is ZFT Partnership, an Illinois general partnership.
The sole member of Alpha is Alphabet. Samstock L.L.C., Samstock/ZFT, L.L.C.,
Alpha and their members are affiliates of Samuel Zell. Mr. Zell is a director of
the Company and the Chairman of the Board of Directors of Equity Group
Investments, L.L.C., a privately owned investment firm. Sheli Rosenberg is
President and Chief Executive Officer of Equity Group Investments, L.L.C. The
managing member of Melchart LLC, an Illinois limited liability company, is
Richard Melman.
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The Company and each of the Selling Stockholders or the former holders of
the Shares held by such Selling Stockholders (other than Metropolitan Life
Insurance Company) are or were parties to an Amended and Restated Standstill
Agreement dated as of October 1, 1997 which, among other things, requires the
Company to register under the Securities Act the Shares of such Selling
Stockholders offered hereby. All such Shares have been registered in accordance
with the exercise of a registration right under the Amended and Restated
Standstill Agreement.
The Shares offered hereby by Metropolitan Life Insurance Company
("MetLife") were acquired from First Boston Mezzanine Investment Partnership
("FBMIP"). FBMIP acquired such Shares from the Company pursuant to a
Subscription Agreement dated as of November 27, 1985 between the Company and
FBMIP. In connection with such Subscription Agreement, the Company, FBMIP and
certain other investors entered into a Registration Rights Agreement dated as of
November 27, 1985 (the "Registration Rights Agreement") which obligates the
Company to register Shares held by FBMIP (or its transferees) in certain
circumstances. The 1,117,875 Shares of MetLife offered hereby have been
registered in accordance with the exercise by MetLife of a registration right
under the Registration Rights Agreement.
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