<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 27, 1999
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________
Commission File Number 1-9684
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CHART HOUSE ENTERPRISES, INC. CORPORATE EMPLOYEES 401(k) PLAN (Employer
Identification Number 33-0147725, Plan Number 001)
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(Full title of plan)
CHART HOUSE ENTERPRISES, INC.
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(Name of issuer of securities held pursuant to the plan)
640 North LaSalle, Suite 295, Chicago, Illinois, 60610
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(Address of principal executive offices of issuer of securities)
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHART HOUSE ENTERPRISES, INC.
CORPORATE EMPLOYEES 401(k) PLAN
By: The 401(k) Plan Committee
Date: June 16, 2000 /S/ SUSAN M. MORLOCK
------------------------------------
Susan M. Morlock
Member
/S/ WILLIAM M. SULLIVAN
------------------------------------
William M. Sullivan
Member
<PAGE>
CHART HOUSE ENTERPRISES, INC. CORPORATE EMPLOYEES 401(k) PLAN
(Employer Identification Number 33-0147725, Plan Number 001)
FINANCIAL STATEMENTS AND SCHEDULES AS OF
DECEMBER 27, 1999 AND DECEMBER 28, 1998
TOGETHER WITH AUDITORS' REPORT
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To 401(k) Plan Committee of the Chart House Enterprises, Inc. Corporate
Employees 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of the CHART HOUSE ENTERPRISES, INC. CORPORATE EMPLOYEES 401(k) PLAN (the
"Plan") as of December 27, 1999 and December 28, 1998, and the related statement
of changes in net assets available for benefits for the year ended December 27,
1999. These financial statements and the schedules referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and schedules 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 Chart House
Enterprises, Inc. Corporate Employees 401(k) Plan as of December 27, 1999 and
December 28, 1998, and the changes in net assets available for benefits for the
year ended December 27, 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 schedules of Assets Held
For Investment Purposes at the End of the Year and Nonexempt Transactions are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are 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. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
June 16, 2000
2
<PAGE>
CHART HOUSE ENTERPRISES, INC. CORPORATE EMPLOYEES 401(k) PLAN
(Employer Identification Number 33-0147725, Plan Number 001)
Statements of Net Assets Available for Benefits
As of December 27, 1999 and December 28, 1998
<TABLE>
<CAPTION>
1999 1998
---------------- -----------------
<S> <C> <C>
Investments (See Note 3) $4,718,738 $5,860,218
Receivables:
Participant Contributions 42,423 22,014
Company Contributions 6,929 3,665
--------- ---------
Total Receivables 49,352 25,679
--------- ---------
Total Assets 4,768,090 5,885,897
Payables:
Excess Annual Additions 17,945 27,141
Non-Allocable Forfeitures 19,214 11,599
Other Payables - 2,376
--------- ---------
Total Payables 37,159 41,116
--------- ---------
Net Assets Available for Benefits $4,730,931 $5,844,781
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
CHART HOUSE ENTERPRISES, INC. CORPORATE EMPLOYEES 401(k) PLAN
(Employer Identification Number 33-0147725, Plan Number 001)
Statement of Changes in Net Assets Available for Benefits
As of December 27, 1999
<TABLE>
<CAPTION>
1999
--------------
<S> <C>
Additions to net assets attributed to:
Investment income (see Note 3):
Net depreciation in fair value of investments $ (212,497)
Interest and Dividends 431,352
----------
218,855
----------
Contributions:
Participant 628,327
Company 96,282
----------
724,609
----------
Other income 2,376
Total additions 945,840
Deductions from net assets attributed to:
Benefits paid to participants & excess annual additions 2,036,390
Non-Allocable forfeitures 7,615
Administrative fees 15,685
----------
Total deductions 2,059,690
Net decrease (1,113,850)
----------
Net assets available for benefits:
Beginning of year $5,844,781
----------
End of year $4,730,931
==========
</TABLE>
The accompanying notes are an integral part of this statement.
4
<PAGE>
CHART HOUSE ENTERPRISES, INC. CORPORATE EMPLOYEES 401(k) PLAN
-------------------------------------------------------------
(Employer Identification Number 33-0147725, Plan Number 001)
------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 27, 1999 AND DECEMBER 28, 1998
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(1) PLAN DESCRIPTION
----------------
Chart House Enterprises, Inc. (the "Company") established the Chart House
Enterprises, Inc. Corporate Employees 401(k) (formerly "Thrift") Plan (the
"Plan") effective January 1, 1986. The Plan is a defined contribution plan and
is subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA), as amended. As of July 1998, the Plan is administered by, and all
Plan investments are held by, Scudder Trust Company (the "Trustee"). Prior to
July 1998, the Plan was administered by William Mercer Inc. and all Plan
investments were held by SBS Trust Company, a division of Smith Barney Shearson
Company. Participation in the Plan for 1999 was available to substantially all
corporate employees with a job title classification A01 through E60, who had
completed at least one year and 1,000 hours of service and who had reached the
age of 21. Beginning in 2000, participation in the Plan will be available to
substantially all corporate employees who have completed at least six months and
500 hours of service and have reached the age of 21. In 1996, the Plan changed
its year end to conform with the Company's reporting method, a 52/53-week fiscal
year.
Contributions
Contributions to the Plan are made by the participants and are matched by the
Company. Participants may contribute from 1% to 10% of their gross pay. The
Company will make a basic matching contribution of 25% of the first 5% of a
participant's contribution, not to exceed 2.5% of employees' earnings or $1,250
for the Plan year, whichever is less, and will make a supplemental quarterly
matching contribution of an additional 25% of the first 5% of a participant's
contribution, not to exceed $1,250 or 1.25% of earnings, whichever is less, if
the Company meets or exceeds targeted results of operations, as determined by
the Board of Directors. Participant contributions are invested by the Trustee
in one or more specified funds (see Note 3) as designated by each participant.
Company contributions are invested based upon the participant's election to
their investment account.
Vesting
Participants are immediately vested in their own contributions and any
investment earnings thereon. Vesting in the Company's matching contributions
and any investment earnings thereon is based on years of service. A participant
vests at the rate of 20% per year and becomes fully vested after five years of
service; however, in the event of termination due to retirement, disability or
death, participants become fully vested regardless of years of service.
5
<PAGE>
Participant Accounts
Each participant's account is credited with the participant's contributions and
the participant's share of the Company's contributions, together with earnings
and losses thereon. Forfeitures of non-vested amounts are to be used solely to
offset future Company matching contributions. At December 27, 1999 and December
28, 1998, forfeited nonvested amounts totaled $19,214 and $11,599, respectively.
Payment of Benefits
Upon termination of service due to retirement or disability, a participant may
elect to receive distribution of benefits in either a lump sum or partial
payments. If the termination of service is for any other reason, distribution
of benefits will be made in a lump sum payment. Participants may apply for
hardship distributions under certain circumstances.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and changes therein, and
disclosure of contingent assets and liabilities. Actual results could differ
from those estimates.
Investment Valuation and Income Recognition
Investments are stated at fair value based primarily on the quoted market prices
of the underlying securities of each fund, as determined by the trustee. A
majority of the Stable Value Fund is invested in guaranteed investment
contracts, which are fully benefit responsive. Investments in this fund are
valued at contract value, which the trustee has determined to approximate fair
value. The aggregate crediting interest rate and the aggregate average yield for
the Stable Value Fund was 6.7% for the year ended December 27, 1999.
Purchases and sales of securities are recorded on a trade-date basis. Dividends
are recorded on the ex-dividend date.
Master Trust Allocation
Until July 1998, the assets of the Plan were included in a Master Trust.
Effective July 1, 1998 the Master Trust was eliminated and the Plan was part of
a single trust. Under the Master Trust, investment income and administrative
expenses were allocated to the individual plans based on average monthly
balances invested by each plan.
Adoption of SOP 99-3
The Accounting Standards Executive Committee issued Statement of Position
("SOP") 99-3, "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters," which eliminates the requirement for
a defined contribution plan to disclose participant-directed investment
programs. The SOP was adopted for the 1999 financial statements and as such,
the 1998 financial statements have been reclassified to eliminate the
participant directed fund investment program disclosures.
6
<PAGE>
(3) INVESTMENTS
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The following presents investments that represent 5 percent or more of the
Plan's net assets.
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Scudder Stable Value Fund (403,579 and $ 403,579 $ 399,319
399,319 shares, respectively)
Scudder Income Fund (20,140 and 24,344 246,911 321,095
shares, respectively)
Scudder Growth and Income Fund (78,433 and 2,062,009 2,578,272
92,141 shares, respectively)
Scudder Pathway Series - Balanced Fund 1,330,244 1,805,032
(90,247 and 134,103 shares, respectively)
Chart House Company Stock Fund (91,948 and 402,273 720,382
120,064 shares, respectively)
</TABLE>
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value by
$212,497 as follows:
Mutual funds $ (40,224)
Common stock (172,273)
---------
$(212,497)
=========
(4) INCOME TAX STATUS
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The Plan obtained its last determination letter from the Internal Revenue
Service on June 26, 1995. At that time the Plan was deemed to be designed to
satisfy the qualification requirements, and consequently the related trust
appeared to satisfy the tax exempt requirement of the Internal Revenue Code.
The Company believes that the Plan is currently designed and being operated in
compliance with the qualification requirements of the Internal Revenue Code and
that, therefore, the Plan qualifies under Section 401(a) and the related trust
is tax exempt as of the financial statement date. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
(5) PLAN TERMINATION
----------------
Although it has not expressed any intent to do so, the Company has the right
under the Plan to amend or terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, the value of each participant's
account will become fully vested and non-forfeitable. In no event may the
assets of the Plan revert to the Company.
7
<PAGE>
(6) RECONCILIATION TO FORM 5500
---------------------------
At December 27, 1999 and December 28, 1998 the Plan had $8,615 and $279,754,
respectively, of pending distributions to participants. This amount is recorded
as a liability in the Plan's Form 5500; however, this amount is not recorded as
a liability in accordance with generally accepted accounting principles.
The following table reconciles net assets available for benefits per the
financial statements to the Form 5500 as filed by the Company for the years
ended December 27, 1999 and December 28, 1998:
1999
<TABLE>
<CAPTION>
Total Payments to Net Assets Available
Liabilities Participants for Benefits
------------------------------------------------
<S> <C> <C> <C>
Per Financial Statements $ 37,159 $2,036,390 $ 4,730,931
Accrued Benefit Payments 8,615 8,615 (8,615)
Reversal of 1998 Accrual
for Benefit Payments - (279,754) -
---------- ---------- -----------
Per Form 5500 $ 45,774 $1,765,251 $ 4,722,316
========== ========== ===========
</TABLE>
1998
<TABLE>
<CAPTION>
Total Payments to Net Assets Available
Liabilities Participants for Benefits
------------------------------------------------
<S> <C> <C> <C>
Per Financial Statements $ 41,116 $1,562,164 $5,844,781
Accrued Benefit Payments 279,754 279,754 (279,754)
Reversal of 1997 Accrual
for Benefit Payments - (4,324) -
-------- ---------- ----------
Per Form 5500 $320,870 $1,837,594 $5,565,027
======== ========== ==========
</TABLE>
(7) ADMINISTRATIVE EXPENSES
-----------------------
The Company pays the Plan's trustee, legal and accounting fees. Transactions
related costs, such as commissions, are deducted from participant accounts and
are reflected on the Statement of Changes in Net Assets Available for Benefits.
(8) NONEXEMPT TRANSACTION
---------------------
Due to a change in the Plan's trustee in July 1998, there was a delay in the
transfer of data relating to 401(k) contributions. During May 1999, the Company
was late in funding participant contributions to the Plan. The Plan
Administrator is closely monitoring transfer of contributions to control
nonexempt transactions in the future.
8
<PAGE>
CHART HOUSE ENTERPRISES, INC. CORPORATE EMPLOYEES 401(k) PLAN
(Employer Identification Number 33-0147725, Plan Number 001)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT THE END OF YEAR
As of December 27, 1999
<TABLE>
<CAPTION>
Fair
Identity of Party Involved/Description Cost Value
---------------------------------------------------- ---------- ----------
<S> <C> <C>
*Scudder Trust Company:
Stable Value Fund $ 403,579 $ 403,579
Income Fund 263,351 246,911
Growth and Income Fund 2,172,703 2,062,009
International Fund 56,689 74,830
Value Fund 70,169 66,149
Pathway Series - Balanced Fund 1,213,836 1,330,244
Pathway Series - Conservative Fund 7,609 7,696
Pathway Series - Growth Fund 44,808 53,233
Baron Asset Fund 70,205 71,612
*Chart House Company Stock Fund 543,535 402,273
*Chart House Company Stock Pending Fund 202 202
---------- ----------
Total investments held $4,846,686 $4,718,738
========== ==========
</TABLE>
*Party-in-interest.
The accompanying Notes to Financial Statements and Schedules are an integral
part of this Schedule.
9
<PAGE>
CHART HOUSE ENTERPRISES, INC. CORPORATE EMPLOYEES 401(k) PLAN
(Employer Identification Number 33-0147725, Plan Number 001)
SCHEDULE OF NONEXEMPT TRANSACTIONS
For the Year Ended December 27, 1999 (Note 8)
<TABLE>
<CAPTION>
Relationship of Description of Transaction, Including Interest
Identity of Plan, Employer or Other Maturity Date, Rate of Interest, Amount Incurred
Party Involved Party in Interest Collateral, Par or Maturity Value Loaned on Loan
---------------------- ----------------------- ------------------------------------------------------ ------ -----------
<S> <C> <C> <C> <C>
Chart House Employer Lending of monies from the Plan to the Employer
Enterprises, Inc. (contributions not remitted to the Plan) as follows-
Deemed loans dated July 22, 1998 and August 21,
1998, principal maturity of August 24 and
September 29, 1998; interest paid June 25, 1999 $62,667 $830
Deemed loan dated December 30, 1998, maturity
of June 25, 1999 $ 830 $ 42(a)
Deemed loan occurred May 21, 1999, maturity
of December 28, 1999, with interest at various
rates $13,005 $895(a)
======= ===========
</TABLE>
(a) Earnings to be remitted to participants by June 28, 2000.
The accompanying Notes to Financial Statements and Schedule are an integral part
of this Schedule.
10
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
of our report included in this Annual Report on Form 11-K for the Chart House
Enterprises, Inc. Corporate Employees 401(k) Plan into the Chart House
Enterprises Inc.'s previously filed Registration Statement File No. 33-34947 for
the Plan.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
June 16, 2000
11
