-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OhzTViiLCPgY4ILgq4R/Migy4ZFjHsZAGe/YBL8qVOSuuLd3buibaH6xHIjbv52g Vqp74gcUFWFny3jOD1FS5g== 0000912057-02-022707.txt : 20020603 0000912057-02-022707.hdr.sgml : 20020603 20020531191720 ACCESSION NUMBER: 0000912057-02-022707 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHART HOUSE ENTERPRISES INC CENTRAL INDEX KEY: 0000820757 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 330147725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09684 FILM NUMBER: 02668378 BUSINESS ADDRESS: STREET 1: 640 N LASALLE ST STREET 2: STE 295 CITY: CHICAGO STATE: IL ZIP: 606103783 BUSINESS PHONE: 6197558281 MAIL ADDRESS: STREET 1: 640 N. LASALLE ST STREET 2: SUITE 295 CITY: CHICAGO STATE: IL ZIP: 606103783 11-K 1 a2081497z11-k.htm FORM 11-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 11-K



ý

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

o 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


CHART HOUSE ENTERPRISES, INC.
CORPORATE EMPLOYEES 401(k) PLAN
(Employer Identification Number 33-0147725, Plan Number 001)
(Full title of plan)

CHART HOUSE ENTERPRISES, INC.
(Name of issuer of securities held pursuant to the plan)

640 North LaSalle, Suite 295, Chicago, Illinois, 60610
(Address of principal executive offices of issuer of securities)





SIGNATURES

        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: May 31, 2002   /s/ SUSAN M. MORLOCK
Susan M. Morlock
Member

 

 

 
    /s/ KENNETH R. POSNER
Kenneth R. Posner
Member

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Chart House Enterprises, Inc.
Corporate Employees 401(k) Plan

Financial Statements and Schedule
As of December 31, 2001 and December 25, 2000
Together With Auditors' Report

Employer Identification Number 33-0147725
Plan Number 001


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To 401(k) Plan Committee of
Chart House Enterprises, Inc.
Corporate Employees 401(k) Plan:

        We have audited the accompanying statements of net assets available for benefits of CHART HOUSE ENTERPRISES, INC. CORPORATE EMPLOYEES 401(k) PLAN (the "Plan") as of December 31, 2001 and December 25, 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. 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 Chart House Enterprises, Inc. Corporate Employees 401(k) Plan as of December 31, 2001 and December 25, 2000, and the changes in net assets available for benefits for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

        Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of nonexempt transactions is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 
   
/s/  ARTHUR ANDERSEN LLP          

Arthur Andersen LLP

 

 

Chicago, Illinois
May 31, 2002

 

 

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CHART HOUSE ENTERPRISES, INC.
CORPORATE EMPLOYEES 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Employer Identification Number 33-0147725, Plan Number 001)

 
  December 31,
2001

  December 25,
2000

ASSETS:            
  Investments (Notes 1 and 3)   $   $ 3,283,378
   
 
  Receivables-            
    Participant contributions         21,205
    Company contributions         2,491
   
 
      Total receivables         23,696
   
 
      Total assets         3,307,074
   
 
PAYABLES:            
  Miscellaneous payable         67,784
   
 
NET ASSETS AVAILABLE FOR BENEFITS   $   $ 3,239,290
   
 

The accompanying notes are an integral part of these statements.

5



CHART HOUSE ENTERPRISES, INC.
CORPORATE EMPLOYEES 401(k) PLAN

STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS

For the Year Ended December 31, 2001

(Employer Identification Number 33-0147725, Plan Number 001)

ADDITIONS TO NET ASSETS ATTRIBUTED TO:        
  Investment income (Note 3)-        
    Net depreciation in fair value of investments   $ (753,933 )
    Interest and dividends     227,889  
   
 
      Total investment loss     (526,044 )
 
Contributions-

 

 

 

 
    Participant     422,280  
    Company     59,259  
   
 
      Total contributions     481,539  
   
 
      Total additions     (44,505 )
   
 
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:        
  Benefits paid to participants     780,609  
  Administrative fees     9,679  
   
 
      Total deductions     790,288  
   
 
      Net decrease     (834,793 )
   
 

TRANSFER TO THE CHARTHOUSE ENTERPRISES, INC. RESTAURANT EMPLOYEES 401(k) Plan

 

 

(2,404,497

)

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

 
  Beginning of year   $ 3,239,290  
   
 
  End of year   $  
   
 

The accompanying notes are an integral part of this statement.

6



CHART HOUSE ENTERPRISES, INC.
CORPORATE EMPLOYEES 401(k) PLAN


NOTES TO FINANCIAL STATEMENTS

December 31, 2001 and December 25, 2000

(Employer Identification Number 33-0147725, Plan Number 001)

1.    PLAN DESCRIPTION

        Chart House Enterprises, Inc. (the "Company") established the Chart House Enterprises, Inc. Corporate Employees 401(k) Plan (the "Plan") effective January 1, 1986. Effective December 31, 2001, the Plan merged into the Chart House Enterprises, Inc. Restaurant Employees 401(k) Plan. The Plan was a defined contribution plan and was subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. The following is a brief description of the Plan. Participants should refer to the Plan document for more information.

        Since July 1998, the Plan was administered by, and all Plan investments were held by, Scudder Trust Company (the "Trustee"). Participation in the Plan was available to substantially all corporate employees with a job title classification A01 through E60 who had completed at least six months and 500 hours of service and who had reached the age of 21. In 1996, the Plan changed its year-end to conform to the Company's reporting method, a 52/53-week fiscal year ending on the last Monday closest to the calendar year-end.

    Contributions

        Contributions to the Plan were made by the participants and matched by the Company. Participants could contribute from 1% to 10% of their compensation. The Company would 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 was less, and would 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 employees' earnings, whichever was less, if the Company met or exceeded targeted results of operations, as determined by the Board of Directors. There were no supplemental contributions for the 2001 Plan Year.

        Total pretax contributions were limited to $10,500 in 2001 and 2000. Section 415(c) of the Internal Revenue Code limits the total amount of contributions from all qualified defined contribution plans to the lesser of 25% of a participant's annual taxable earnings or $35,000. Miscellaneous payable on the Statement of Net Assets Available for Benefits is related to contributions payable to participants that reached the IRS limits. Participant contributions were invested by the Trustee in one or more specified funds as designated by each participant. Company contributions were invested based upon the participant's election to their investment account.

    Vesting

        Participants were immediately vested in their own contributions and any investment earnings thereon. Vesting in the Company's matching contributions and any investment earnings thereon was based on years of service. A participant vested at the rate of 20% per year and became fully vested after five years of service; however, in the event of termination due to retirement, disability or death, participants became fully vested regardless of years of service.

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    Participant Accounts

        Each participant's account was credited with the participant's contributions and the participant's share of the Company's contributions, together with earnings and losses thereon. Forfeitures of nonvested amounts were used solely to offset future Company matching contributions. For the years ended December 31, 2001, and December 25, 2000, forfeited nonvested amounts totaled $7,776 (which were transferred to the Chart House Enterprises, Inc. Restaurant Employees' 401(k) Plan) and $20,789, respectively.

    Payment of Benefits

        Upon termination of service due to retirement or disability, a participant elected to receive distribution of benefits in either a lump sum or partial payments, with the remaining balance distributed at the end of the quarter. If the termination of service was for any other reason, distribution of benefits would be made in a lump-sum payment. Participants could apply for hardship distributions under certain circumstances.

    Transfers Between Plans

        Effective December 31, 2001, the Plan merged into the Chart House, Inc. Restaurant Employees 401(k) Plan. This transfer out of the Plan is reflected on the Statement of Changes in Net Assets Available for Benefits. Included within this transfer out are transfers between plans when there was a change in employee job title classifications which resulted in a transfer of any related balances between this Plan and the Chart House Enterprises, Inc. Restaurant Employees 401(k) Plan.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Basis of Accounting

        The financial statements of the Plan are prepared under the accrual method of accounting.

    Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

    Investment Valuation and Income Recognition

        Investments were 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 was invested in guaranteed investment contracts, which were fully benefit responsive. Investments in this fund were valued at contract value, which the Trustee has determined to approximate fair value.

8


The aggregate crediting interest rate and the aggregate average yield for the Stable Value Fund was 6.00% and 6.40% for the year ended December 31, 2001 and December 25, 2000, respectively.

        Purchases and sales of securities were recorded on a trade-date basis. Dividends were recorded on the ex-dividend date.

    Net Appreciation in Fair Value of Investments

        Net realized and unrealized appreciation (depreciation) is recorded in the accompanying Statement of Changes in Net Assets Available for Benefits as net appreciation (depreciation) in fair value of investments.

    Payment of Benefits

        Benefits are recorded when paid.

3.    INVESTMENTS

        The following presents investments that represented 5% or more of the Plan's net assets as of December 25, 2000:

 
  2000
Scudder Growth and Income Fund   $ 1,199,854
Scudder Pathway Moderate Port Fund     845,080
Scudder Stable Value Fund     309,021
Scudder Income Fund     173,822
Janus Mercury Fund     95,757
Chart House Company Stock Fund     332,203
   

        During 2001, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $753,933 as follows:

Mutual funds   $ (496,857 )
Common stock     (257,076 )
   
 
    $ (753,933 )
   
 

4.    INCOME TAX STATUS

        The Internal Revenue Service determined and informed the Company by letter dated June 26, 1995, that the Plan and related trust were designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). Although the Plan had been amended since receiving the

9



determination letter, the plan administrator and the Plan's tax counsel believe that the Plan was designed and was operated in compliance with the applicable requirements of the IRC.

5.    ADMINISTRATIVE EXPENSES

        The Company paid the Plan's administrative expenses. These expenses included, but were not limited to, trustee, legal and accounting fees. Transaction-related costs such as commissions were deducted from participant accounts and were reflected on the Statement of Changes in Net Assets Available for Benefits.

6.    RELATED PARTY TRANSACTIONS

        Certain Plan investments are shares of mutual funds managed by Scudder Trust Company. Scudder Trust Company is the Trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.

7.    NONEXEMPT TRANSACTIONS

        During 2001, certain employee contributions were temporarily held by the Company and not deposited to the employee accounts maintained by the Trustee within the time requirements as established by ERISA. The Company accounted for these amounts as loans from the Plan and will reimburse the Chart House Enterprises, Inc. Restaurant Employees 401(k) Plan and the individual employee accounts for interest on the funds borrowed during the related periods. These transactions are summarized in Schedule I within these financial statements. Consequently, the Company is currently monitoring the deposit of employee contributions in the Chart House Enterprises, Inc. Restaurant Employees 401(k) Plan to ensure that late payments do not continue to occur.

10



CHART HOUSE ENTERPRISES, INC.
CORPORATE EMPLOYEES' 401(k) PLAN

SCHEDULE OF NONEXEMPT TRANSACTIONS

For the Year Ended December 31, 2001

(Employer Identification Number 33-0147725, Plan Number 001)

Identity of
Party Involved

  Relationship of Plan,
Employer or Other
Party in Interest

  Description of Transaction, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value
  Amount
Loaned

  Interest
Incurred
on Loan

Chart House Enterprises, Inc.   Plan Sponsor   Lending of monies from the Plan to the Plan Sponsor (contributions not remitted to the Plan on time) as follows:            

 

 

 

 

Deemed loans occurred February 13, 2001; March 9, 2001; June 1, 2001; and September 11, 2001, maturity March 13, 2002, with interest at various rates

 

$

1,410

 

$

113
           
 

The accompanying notes are an integral part of this schedule.

11



Exhibit Index
Annual Report on Form 11-K

Exhibit No.

  Description
23.1   Consent of Independent Public Accountants

 

 

 
99.1   Letter from Chart House Enterprises, Inc. Corporate Employees 401(k) Plan to the Commission regarding representations to Chart House Enterprises, Inc. Corporate Employees 401(k) Plan from Arthur Andersen LLP

12




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SIGNATURES
CHART HOUSE ENTERPRISES, INC. CORPORATE EMPLOYEES 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Year Ended December 31, 2001 (Employer Identification Number 33-0147725, Plan Number 001)
CHART HOUSE ENTERPRISES, INC. CORPORATE EMPLOYEES 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2001 and December 25, 2000 (Employer Identification Number 33-0147725, Plan Number 001)
CHART HOUSE ENTERPRISES, INC. CORPORATE EMPLOYEES' 401(k) PLAN SCHEDULE OF NONEXEMPT TRANSACTIONS For the Year Ended December 31, 2001 (Employer Identification Number 33-0147725, Plan Number 001)
Exhibit Index Annual Report on Form 11-K
EX-23.1 3 a2081497zex-23_1.htm EXHIBIT 23.1
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Exhibit 23.1


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 Chart House Enterprises, Inc. Corporate Employees 401(k) Plan into Chart House Enterprises Inc.'s previously filed Registration Statement File No. 33-34947 for the Plan.


 

 

 
/s/ Arthur Andersen LLP
   

 

 

 
Arthur Andersen LLP    

 

 

 
Chicago, Illinois
May 31, 2002
   



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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
EX-99.1 4 a2081497zex-99_1.htm EXHIBIT 99.1
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Exhibit 99

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549

May 31, 2002

Ladies and Gentlemen:

        Arthur Andersen LLP has represented to Chart House Enterprises, Inc. that the Chart House Enterprises, Inc. Corporate Employees 401(k) Plan audit completed for the year ending December 31, 2001 was subject to Andersen's quality control system for the United States accounting and auditing practice. Arthur Andersen LLP has provided assurance to Chart House Enterprises, Inc. that the audit engagement was conducted in compliance with professional standards. The audit was conducted with the appropriate continuity and availability of personnel, in the United States, as well as the appropriate availability of national office consultation.

 
   
Sincerely,    

/s/  
KENNETH R. POSNER      

 

 

Kenneth R. Posner
President and Chief Financial Officer

 

 



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Exhibit 99
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