-----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, P8zpZVE9Ornhw/kmMeuRkNM4IujJEqkdEGdj049+fqLpw3rrOwF1+2sfZ0t4oUi/ wv97RmkDduXmZZq7HgEmhw== 0000950137-97-002973.txt : 19970912 0000950137-97-002973.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950137-97-002973 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970903 SROS: NONE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40694 FILM NUMBER: 97674524 BUSINESS ADDRESS: STREET 1: 115 SOUTH ACACIA AVE CITY: SOLANA BEACH STATE: CA ZIP: 92075-1803 BUSINESS PHONE: 6197558281 MAIL ADDRESS: STREET 1: 115 SOUTH ACACIA AVENUE STREET 2: 115 SOUTH ACACIA AVENUE CITY: SOLANA BEACH STATE: CA ZIP: 92075-1803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHART HOUSE INVESTORS LLC CENTRAL INDEX KEY: 0001036072 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124540100 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 AMENDMENT NO.3 TO SCHEDULE 13D 1 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. ----------------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 160902102 -------------- (CUSIP Number) Alisa M. Singer Rosenberg & Liebentritt Two North Riverside Plaza, Suite 600 Chicago, Illinois 60606 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 11, 1997 ----------------------------- (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 [__]. 2 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. 3 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 4 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 ----------------------------------- Name: Sheli Z. Rosenberg Title: Trustee Dated: August 29, 1997 5 EXHIBIT INDEX
Exhibit Number Description ------- ----------- 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**
____________________________________________ * Previously filed. ** Filed herewith. EX-4 2 SHARE LETTER, DATED JULY 29, 1997 1 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 ----------------------------- Name: F. Philip Handy Title: Partner -----END PRIVACY-ENHANCED MESSAGE-----