<PAGE> 1
SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Chart House Enterprises, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
2102
- --------------------------------------------------------------------------------
(CUSIP Number)
Alisa Singer, Equity Group Investments, L.L.C.
Two N. Riverside Plaza, Suite 600
Chicago, IL 60606
(312) 466-3196
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 10, 1999
- --------------------------------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
CUSIP NO. 160902102 13D PAGE 2 OF 14 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
EGI - Chart House Investors, L.L.C.
36-4141805
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
- --------------------------------------------------------------------------------
<PAGE> 3
CUSIP NO. 160902102 13D PAGE 3 OF 14 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Samstock, L.L.C.
36-4156890
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
3,517,629(1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
322,000
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,195,629(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,517,629(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
- --------------------------------------------------------------------------------
(1) 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
CUSIP NO. 160902102 13D PAGE 4 OF 14 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Samstock/ZFT, L.L.C.
36-3022976
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,195,629(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,195,629(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
- --------------------------------------------------------------------------------
(1) 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
CUSIP NO. 160902102 13D PAGE 5 OF 14 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
F. Philip Handy, Trustee of Blaine Trust
59-6963521
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,195,629(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,195,629(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
- --------------------------------------------------------------------------------
(1) 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
CUSIP NO. 160902102 13D PAGE 6 OF 14 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
MelChart, L.L.C.
36-4183204
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,195,629(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,195,629(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
- --------------------------------------------------------------------------------
(1) 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
CUSIP NO. 160902102 13D PAGE 7 OF 14 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
F. Philip Handy
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
3,245
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
20,000(2)
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
3,245
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,215,629(1)(2)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,218,874(1)(2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
(1) Includes 3,195,629 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.
(2) Includes 20,000 shares held by the Handy Family Partnership, a family
limited partnership, which Mr. Handy is deemed to beneficially own through
its corporate general partner. Pursuant to Rule 13d-4, Mr. Handy disclaims
beneficial ownership with respect to 19,800 of such shares that are
attributable to the limited partners of the Handy Family Partnership.
<PAGE> 8
CUSIP NO. 160902102 13D PAGE 8 OF 14 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Samstock/Alpha, L.L.C.
36-3002855
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,195,629(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,195,629(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
- --------------------------------------------------------------------------------
(1) Includes 3,195,629 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
ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN.
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL
HAVE THE SAME MEANING AS THEY HAVE IN THE
SCHEDULE 13D AND AMENDMENTS THERETO.
Item 2. Identity and Background
Item 2. is hereby amended to add the following as a Reporting Person:
Samstock/Alpha, L.L.C., a Delaware limited company ("Samstock/Alpha").
Samstock/Alpha is a Delaware limited liability company whose sole
member is Alphabet Partners. Alphabet Partners is an Illinois general
partnership whose three partners are trusts created for the benefit of
Samuel Zell and members of his family. Chai Trust is the trustee of
the three trusts. Information concerning the officers and directors of
Chai Trust was included in Amendment Number 6 to Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3. is hereby amended to add the following:
On December 10, 1999, EGI - Chart House distributed the 428,591 shares
of Common Stock it beneficially owned to its members. FPH Trustee
received 94,340 shares of Common Stock in the distribution and
Alphabet Partners received 198,203 shares of Common Stock in the
distribution. Alphabet Partners immediately contributed the 198,203
shares of Common Stock to Samstock/Alpha.
On January 11, 2000, Samstock purchased 10,000 shares of Common Stock
in the open market for total consideration of $42,318, inclusive of
commissions, which was paid from Samstock's working capital. On
January 12, 2000, Samstock purchased 34,200 shares of Common Stock in
the open market for total consideration of $146,331.54, inclusive of
commissions, which was paid from Samstock's working capital. On
January 13, 2000, Samstock purchased 28,600 shares of Common Stock in
the open market for total consideration of $134,234.10, inclusive of
commissions, which was paid from Samstock's working capital. On
January 14, 2000, Samstock purchased 37,500 shares of Common Stock
in the open market for total consideration of $189,375.00, inclusive
of commissions, which was paid from Samstock's working capital.
Item 5. Interest in Securities of the Issuer
Item 5. is hereby amended to add the following:
(a) and (b) To the best knowledge of the Stockholders (defined below),
there are 11,775,191 shares of Common Stock issued and outstanding as
of the date hereof, as reported by the Issuer in its Form 10Q for the
quarter ended September 27, 1999. As of the date hereof, the 3,195,629
shares of Common Stock owned in the aggregate by the Stockholders, and
as to which they share dispositive power, represent approximately
27.1% of the Common Stock issued and outstanding. Such Common Stock is
held as follows:
<TABLE>
<CAPTION>
HOLDERS SHARES
------- ------
<S> <C>
Samstock 1,891,522
Samstock/ZFT 705,808
Samstock/Alpha 198,203
FPH Trustee 197,879
MelChart 202,217
---------
TOTAL: 3,195,629
=========
</TABLE>
Page 9 of 14
<PAGE> 10
In addition to the 3,195,629 shares of Common Stock beneficially owned
in the aggregate by the Stockholders, Samstock owns an additional
322,000 shares of Common Stock. Accordingly, Samstock has sole voting
and dispositive power with respect to 3,517,629 and 322,000 shares,
respectively, and shared dispositive power with respect to 3,195,629
shares of Common Stock. The 3,517,629 shares of Common Stock
beneficially owned by Samstock represent approximately 29.9% of the
Common Stock issued and outstanding.
In addition to the 3,195,629 shares of Common Stock beneficially owned
in the aggregate by the Stockholders, F. Philip Handy is deemed to
beneficially own 3,245 shares and 20,000 shares personally and as the
sole owner of the corporate general partner of the Handy Family
Partnership, respectively. Accordingly, Mr. Handy has sole voting and
dispositive power with respect to 3,245 shares and has shared voting
and dispositive power with respect to 20,000 and 3,215,629 shares,
respectively. The 3,218,874 shares of Common Stock beneficially owned
by Mr. Handy, represent approximately 27.3% of the Common Stock issued
and outstanding. Pursuant to 13d-4, Mr. Handy disclaims beneficial
ownership of 14,800 shares that are attributable to the limited
partners of the Handy Family Partnership.
Subject to the limitations of the Second Amended Standstill, pursuant
to an Amended Stockholders' Agreement, Samstock has the sole power to
vote or to direct the vote of the 3,195,629 shares of Common Stock
owned in the aggregate by the Stockholders. Each Stockholder has the
power to dispose of or to direct the disposition of such Stockholder's
shares of Common Stock subject to certain limitations under the
Amended Stockholders' Agreement attached as Exhibit 2.4 to Amendment
Number 6 to Schedule 13D.
As of the date hereof, neither the Stockholders, nor to the best
knowledge of the Stockholders any of the reporting group members or
any of the persons listed in Appendix A to the Schedule 13D, owns any
shares of Common Stock other than shares of Common Stock owned by the
Stockholders, as described herein, of which one or more of such other
persons may be deemed to have beneficial ownership pursuant to Rule
13d-3 of the Exchange Act, and except as follows: (i) Samuel Zell
beneficially owns 719 shares of Common Stock and options to purchase
2,500 shares; and (ii) Richard Melman as trustee of the Melman Trust
beneficially owns 43,478 shares of Common Stock.
(c) During the last 60 days, the only transactions in the Common Stock
effected by the Stockholders, or to the best knowledge of the
Stockholders, by any of the reporting group members or the persons
listed in Appendix A to the Schedule 13D were the following:
(i) On December 10, 1999, EGI - Chart House distributed
the 428,591 shares of Common Stock it beneficially owned
to its members. FPH Trustee received 94,340 shares of
Common Stock in the distribution and Alphabet Partners
received 198,203 shares of Common Stock in the
distribution. Alphabet Partners immediately contributed
the 198,203 shares of Common Stock to Samstock/Alpha;
(ii) On January 11, 2000, Samstock purchased 10,000
shares of Common Stock in the open market at $4.125 per
share;
(iii) On January 12, 2000, Samstock purchased 34,200
shares of Common Stock in the open market at $4.2087 per
share;
Page 10 of 14
<PAGE> 11
(iv) On January 13, 2000, Samstock purchased 28,600
shares of Common Stock in the open market for $4.6235 per
share; and
(v) On January 14, 2000, Samstock purchased 37,500
shares of Common Stock in the open market for $4.98 per
share.
(d) No person other than a Stockholder has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of the shares of Common Stock owned by such Stockholder.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Item 6. is amended to add the following:
On December 10, 1999, Samstock/Alpha signed a Joinder to become a
party to the Amended Stockholders' Agreement and the Second Amended
Standstill. By signing the Joinder, Samstock/Alpha became a
Stockholder. A copy of the Joinder is attached hereto as Exhibit 2.5
and is incorporated herein by reference.
On December 10, 1999, Mr. Handy, Alphabet Partners, ZFT Partnership
and Samstock/Alpha entered into the Second Amended and Restated Option
Agreement ("Second Amended Option Agreement") which amends, restates
and supercedes the Amended Option Agreement. The Amended Option
Agreement was attached as Exhibit 3.1 to Amendment Number 4 to
Schedule 13D and is incorporated herein by reference. The Second
Amended Option Agreement is attached hereto as Exhibit 3.2 and is
incorporated herein by reference. Under the Second Amended Option
Agreement, Samstock/Alpha replaced EGI - Chart House (f/k/a CHI) as
the grantor to Mr. Handy of an option (the "Option") to purchase up to
163,581 shares of Common Stock (the "Option Shares"). No other terms
of the Option changed.
The summary contained in this Schedule 13D of certain provisions of
the Joinder, the Amended Option Agreement and the Second Amended
Option Agreement is not intended to be complete and is qualified in
its entirety by reference to the Joinder, the Amended Option Agreement
and the Second Amended Option Agreement attached as Exhibits and
incorporated herein by reference.
Item 7. Material To Be Filed As Exhibits
Item 7. is amended to add the following:
Exhibit 2.5 Joinder dated as of December 10, 1999.
Exhibit 3.2 Second Amended and Restated Option Agreement dated
as of December 10, 1999.
Page 11 of 14
<PAGE> 12
SIGNATURES
After reasonable inquiry, and the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: January 18, 2000.
EGI - CHART HOUSE INVESTORS, L.L.C.
By: /s/ Donald J. Liebentritt
--------------------------------------
Vice President
SAMSTOCK, L.L.C.
By: /s/ Donald J. Liebentritt
--------------------------------------
Vice President
SAMSTOCK/ZFT, L.L.C.
By: /s/ Donald J. Liebentritt
--------------------------------------
Vice President
SAMSTOCK/ALPHA, L.L.C.
By: /s/ Donald J. Liebentritt
--------------------------------------
Vice President
/s/ F. Philip Handy
------------------------------------------
F. Philip Handy
/s/ F. Philip Handy
------------------------------------------
F. Philip Handy, as Trustee
of the Blaine Trust
Page 12 of 14
<PAGE> 13
MELCHART, L.L.C.
By: /s/ Richard Melman
-----------------------------------
Richard Melman, its manager, by
Michael E. Fox under Power
of Attorney
Page 13 of 14
<PAGE> 14
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------
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 Stockholders' Agreement, dated as of October 1, 1997*
2.3 Second Amended and Restated Standstill Agreement, dated as of
March 31, 1999*
2.4 Amended and Restated Stockholders' Agreement, dated as of March
31, 1999*
2.5 EGI - Chart House Joinder dated as of December 10, 1999**
3 Option Agreement, dated as May 12, 1997*
3.1 Amended and Restated Option Agreement, dated as of October 1,
1997*
3.2 Second Amended and Restated Option Agreement, dated as of December
10, 1999**
4 Share letter, dated July 29, 1997*
* Previously filed.
** Filed herewith.
Page 14 of 14
<PAGE> 1
Exhibit 2.5
EGI-CHART HOUSE
JOINDER
This JOINDER is made and delivered as of December 10, 1999, by the
undersigned to the benefit of each of the parties to the following agreements
(collectively, the "Agreements"):
A. That certain Second Amended and Restated Standstill Agreement dated
as of March 21, 1999, among Chart House Enterprises, Inc., a Delaware
corporation (the "Company"), EGI-Chart House Investors, LLC, a Delaware limited
liability company f/k/a Chart House Investors, L.L.C. ("CHI"), Samstock, L.L.C.,
a Delaware limited liability company ("Samstock"), Samstock/ZFT, L.L.C., a
Delaware limited liability company ("ZFT"), F. Philip Handy, individually
("Handy"), F. Philip Handy, as trustee of the Blaine Trust ("FPH Trustee"), and
MelChart LLC, an Illinois limited liability company ("MelChart"), and Alpha/ZFT
Partnership, an Illinois general partnership ("Alpha"); and
B. That certain Amended And Restated Stockholders' Agreement
("Agreement") dated as of March 31, 1999, by and among Samstock, ZFT, CHI,
Handy, FPH Trustee, and MelChart and, solely for purposes of Sections 1, 2(g),
2(h), 3, 4(a) and 10 through 19 inclusive of the Agreement, the Company.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees as
follows:
1. Agreement to be Bound. The undersigned hereby agrees that, upon
execution of this Joinder, the undersigned shall become a party to, and shall be
fully bound by, each of the Agreements, to the same extent that CHI was
originally bound thereby, from and after the date hereof; provided, however,
that the undersigned shall be liable under the Agreements only in respect of the
undersigned's own acts or omissions, and only with respect to the undersigned's
own securities in the Company, and the undersigned shall not be liable with
respect to the acts or omissions of any other person or entity not controlled by
the undersigned, including without limitation, Samstock, ZFT or any of their
affiliates.
2. Notices. All notices, demands or other communications to the
undersigned pursuant to or regarding any of the Agreements shall be directed to
the address set forth below the undersigned's signature hereto.
IN WITNESS WHEREOF, the undersigned has executed this Joinder as of
the date first above written.
SAMSTOCK/ALPHA, L.L.C.
/s/ Donald J. Liebentritt
--------------------------------
By: Donald J. Liebentritt
Its: Vice President
Address:
Two North Riverside Plaza, Suite 600
Chicago, IL 60606
<PAGE> 1
Exhibit 3.2
SECOND AMENDED AND RESTATED
OPTION AGREEMENT
THIS SECOND AMENDED AND RESTATED OPTION AGREEMENT (this "Agreement"),
dated as of December 10, 1999, by and between F. PHILIP HANDY, a resident of the
State of Florida ("Handy"), ALPHABET PARTNERS, an Illinois general partnership
("Alphabet"), ZFT PARTNERSHIP, an Illinois general partnership ("ZFT"), and
Samstock/Alpha, L.L.C., a Delaware limited liability company ("Samstock/Alpha").
W I T N E S S E T H:
WHEREAS, Handy, Alphabet, ZFT and Chart House Investors, L.L.C., a
Delaware limited liability company ("CHI"), have entered into an Amended and
Restated Option Agreement dated as of October 1, 1997 (the "First Amended Option
Agreement"), pursuant to which CHI granted to Handy the option to purchase (the
"First Amended Option") up to 163,581 shares (the "Chart House Shares") of
Common Stock of Chart House Enterprises, Inc., a Delaware corporation ("Chart
House Common Stock");
WHEREAS, in connection with the dissolution of CHI, CHI has
distributed all shares of Chart House Common Stock held by it to its members,
including 198,203 Chart House Shares now held by Samstock/Alpha;
WHEREAS, Handy, Alphabet, ZFT and Samstock/Alpha have agreed that the
First Amended Option granted to Handy pursuant to the First Amended Option
Agreement will apply to the Chart House Shares now held by Samstock/Alpha
referred to above, and would not apply to any other shares of Chart House Common
Stock held by CHI immediately prior to the distribution referred to above; and
WHEREAS, Handy, Alphabet, ZFT and Samstock/Alpha intend for this
Agreement to amend, restate and supersede the Original Option Agreement in its
entirety.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties agree as
follows:
1. Option to Purchase Chart House Shares.
(a) Samstock/Alpha hereby grants to Handy the option to purchase
(the "Option") up to 163,581 Chart House Shares (the "Option Shares"). Such
purchases may be made on more than one occasion, provided that Samstock/Alpha
shall not be obligated to sell to Handy (i) less than 32,716 Option Shares on
any occasion, or (ii) more than 163,581 Option Shares in the aggregate.
(b) The purchase price upon an exercise of the Option shall be
equal to the "Price Per Share" (as defined below), multiplied by the number of
Option Shares that Handy is then purchasing upon exercise of the Option.
(c) Initially, the "Price Per Share" shall be $5.75, provided that
such price shall be increased at the rate of 6% per annum, compounded annually,
for the period which shall have elapsed from March 11, 1997 to the date of the
respective Closing (as defined below); and further provided that such price
shall be subject to adjustment as set forth in subsection (d) below.
<PAGE> 2
(d) If at any time the Chart House Shares shall be subdivided (by
any stock split, stock dividend, recapitalization or otherwise) into a greater
number of shares, the Per Share Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of Option Shares that
may be purchased hereunder will be proportionately increased. If at any time the
Chart House Shares shall be combined (by reverse stock split or otherwise) into
a smaller number of shares, the Per Share Price in effect immediately prior to
such combination will be proportionately increased and the number of Option
Shares that may be purchased hereunder will be proportionately reduced.
(e) The Option shall expire and be of no further force and effect
30 days after written notice by Samstock/Alpha to Handy of the intention of
Samstock/Alpha to dispose of all or any substantial amount of the Option Shares
then held by Samstock/Alpha. The date of such expiration is hereinafter referred
to as the "Expiration Date."
(f) The Option may be exercised by Handy at any time and from time
to time after the date hereof, and prior to the Expiration Date, by written
notice to Samstock/Alpha, and shall terminate at 5:00 P.M., Chicago time, on the
Expiration Date, after which time exercise of the Option shall be ineffective.
Subject to the foregoing, the closing of a purchase of Option Shares upon
exercise of the Option (the "Closing") shall take place at 10:00 a.m., Chicago
time, at the offices of Samstock/Alpha, on the first business day which is 30
days following notice to Samstock/Alpha of an exercise of the Option, or at such
other time and place, or on such other date, as the parties may agree. Handy
shall pay for the Option Shares being purchased at the Closing by wire transfer
of immediately available funds to such account or accounts as shall be
designated by Samstock/Alpha.
2. Representations and Warranties of Samstock/Alpha. Samstock/Alpha
hereby represents to Handy as follows:
(a) Samstock/Alpha is a validly existing limited liability company
under the laws of the State of Delaware.
(b) Samstock/Alpha has full power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby. This Agreement
has been duly authorized by all necessary action on the part of Samstock/Alpha
and has been duly executed and delivered by Samstock/Alpha. This Agreement is
the legal, valid and binding obligation of Samstock/Alpha, enforceable against
Samstock/Alpha in accordance with its terms.
3. Representations and Warranties of Handy. Handy hereby represents
to Samstock/Alpha as follows:
(a) Handy is an "accredited investor" within the meaning of
Regulation D under the Securities Act of 1933, as amended.
(b) Handy has full power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby. This Agreement
has been duly authorized by all necessary action on the part of Handy and has
been duly executed and delivered by Handy. This Agreement is the legal, valid
and binding obligation of Handy, enforceable against Handy in accordance with
its terms.
4. Miscellaneous.
(a) This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.
<PAGE> 3
(b) All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or mailed by
registered or certified mail (return receipt requested) to the parties at the
following addresses:
(i) if to Handy, to
Mr. F. Philip Handy
222 West Comstock
Winter Park, Florida 32789
(for personal delivery)
- or -
Mr. F. Philip Handy
P.O. Box 2146
Winter Park, Florida 32789
(for mail)
(ii) if to Samstock/Alpha, to
Samstock/Alpha, L.L.C.
Two North Riverside Plaza, Suite 600
Chicago, Illinois 60606
Attention: Sheli Z. Rosenberg
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
only be effective upon receipt.
(c) This Agreement shall be governed by and construed in
accordance with the substantive law of the State of Illinois, without giving
effect to the principles of conflict of laws thereof.
(d) This Agreement may be executed in several counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same agreement. A facsimile copy of a signature of a party to this
Agreement shall be fully effective as if an original signature.
(e) Neither this Agreement, nor any of the parties' rights,
interests or obligations hereunder, shall be assignable or otherwise
transferable by any party hereto without the prior written consent of the other
parties hereto.
(f) Upon execution of this Amended and Restated Option Agreement
by all of the parties hereto, the Original Option Agreement shall be amended,
restated and superseded in its entirety hereby and shall be of no continuing
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
/s/ F. Philip Handy
------------------------------------
F. Philip Handy
<PAGE> 4
ALPHABET PARTNERS
By: /s/ Donald J. Liebentritt
------------------------------------
Donald J. Liebentritt, as vice
president of Chai Trust Company, as
trustee of SZ Kellie Trust, as general
partner of Alphabet Partners
ZFT PARTNERSHIP
By: /s/ Donald J. Liebentritt
------------------------------------
Donald J. Liebentritt, as vice
president of Chai Trust Company, as
trustee of ZFT Kellie Trust, as
general partner of ZFT Partnership
SAMSTOCK/ALPHA, L.L.C.
By: /s/ Donald J. Liebentritt
------------------------------------
Donald J. Liebentritt, Vice President
