As filed with the Securities and Exchange Commission on June 28, 1994
- - --------------------------------------------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC  20549

                                   -------------

                                    FORM 11-K


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


(Mark One):

  X     ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
 ---    OF 1934 [FEE REQUIRED].


For the fiscal year ended December 31, 1993
                          -----------------
                                       OR

  ---   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 [NO FEE REQUIRED].


For the transition period from                      to                     
                               ---------------------   ------------------
Commission file number      1-9390
                      ------------------



                                   -------------

                       FOODMAKER, INC. EASY$AVER PLUS PLAN
                             (Full title of the Plan)


                                   -------------

                                  FOODMAKER, INC.
            (Name of issuer of the securities held pursuant to the Plan)


                                  9330 Balboa Avenue
                                 San Diego, CA  92123
                         (Address of principal executive offices)





                       FOODMAKER, INC. EASY$AVER PLUS PLAN

                        Financial Statements and Schedules

                             December 31, 1993 and 1992

                      (With Independent Auditors' Report Thereon)


                       FOODMAKER, INC. EASY$AVER PLUS PLAN

                            December 31, 1993 and 1992 

                                 TABLE OF CONTENTS



                                                                 Page Number
                                                                 -----------

Independent Auditors' Report                                          1         

Statements of Net Assets Available for Plan Benefits
  as of December 31, 1993 and 1992                                    2

Statements of Changes in Net Assets Available for Plan
  Benefits for the years ended December 31, 1993 and 1992             4

Notes to Financial Statements                                         6

Schedule I - Schedule of Investments                                  10

Schedule II - Reportable Transactions                                 11









                           Independent Auditors' Report
                           ----------------------------

The Participants and the 
        Administrative Committee
Foodmaker, Inc. Easy$aver Plus Plan:


We have audited the accompanying Statements of Net Assets Available for Plan
Benefits of the Foodmaker, Inc. Easy$aver Plus Plan (the "Plan") as of
December 31, 1993 and 1992, and the related Statements of Changes in Net
Assets Available for Plan Benefits for each of the years in the two-year
period ended December 31, 1993. 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 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 plan benefits of the Plan
as of December 31, 1993 and 1992, and the changes in net assets available for
plan benefits for each of the years in the two-year period ended December 31,
1993, in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  Schedules I and II are presented for
purposes 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.  The fund
information in the Statements of Net Assets Available for Plan Benefits and
the Statements of Changes in Net Assets Available for Plan Benefits is
presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for
plan benefits of each fund.  The supplemental schedules and fund information
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.


                                               KPMG PEAT MARWICK

San Diego, California
May 27, 1994
                                       1


                       FOODMAKER, INC. EASY$AVER PLUS PLAN

                 Statements of Net Assets Available for Plan Benefits
                                  (in thousands)

December 31, 1993 ------------------------------------------------------------------------------------- Ralston Purina Fixed FMI Dreyfus Common Equity Income Growth Common Bond Loans to Stock Fund Fund Fund Fund Stock Fund Fund Participants Total ---------- ------- ------- ------- ---------- ------- ------------ ----- Interest and dividends receivable $ - - 76 - - - - 76 ------ ------ ------ ------ ------ ------ ------ ------ Contributions receivable: Employee - 35 70 29 10 11 - 155 Employer - 12 25 10 3 4 - 54 ------ ------ ------ ------ ------ ------ ------ ------ - 47 95 39 13 15 - 209 ------ ------ ------ ------ ------ ------ ------ ------ Investments: Short-term investments 27 2 1 - - - - 30 Common stocks 570 6,371 - 2,167 655 - - 9,763 Government bonds - - - - - 438 - 438 Insurance company contracts - - 13,114 - - - - 13,114 Notes receivable from participants - - - - - - 2,179 2,179 ------ ------ ------ ------ ------ ------ ------ ------ 597 6,373 13,115 2,167 655 438 2,179 25,524 ------ ------ ------ ------ ------ ------ ------ ------ Total assets 597 6,420 13,286 2,206 668 453 2,179 25,809 Liabilities - transfers due to (from) other funds 145 (64) 88 (79) (85) (5) - - ------ ------ ------ ------ ------ ------ ------ ------ Net assets available for plan benefits $ 452 6,484 13,198 2,285 753 458 2,179 25,809 ====== ====== ====== ====== ====== ====== ====== ======
See accompanying notes to financial statements. (continued) 2 FOODMAKER, INC. EASY$AVER PLUS PLAN Statements of Net Assets Available for Plan Benefits, continued (in thousands)
December 31, 1992 ------------------------------------------------------------------------------------- Ralston Purina Fixed FMI Dreyfus Common Equity Income Growth Common Bond Loans to Stock Fund Fund Fund Fund Stock Fund Fund Participants Total ---------- ------- ------- ------- ---------- ------- ------------ ----- Interest and dividends receivable $ - - 78 - - - - 78 ------ ------ ------ ------ ------ ------ ------ ------ Contributions receivable: Employee - 22 54 16 - - - 92 Employer - 8 19 5 - - - 32 ------ ------ ------ ------ ------ ------ ------ ------ - 30 73 21 - - - 124 ------ ------ ------ ------ ------ ------ ------ ------ Investments: Short-term investments - 20 100 3 - - - 123 Common stocks 842 5,339 - 1,678 - - - 7,859 Government bonds - - - - - - - - Insurance company contracts - - 12,612 - - - - 12,612 Notes receivable from participants - - - - - - 1,709 1,709 ------ ------ ------ ------ ------ ------ ------ ------ 842 5,359 12,712 1,681 - - 1,709 22,303 ------ ------ ------ ------ ------ ------ ------ ------ Total assets 842 5,389 12,863 1,702 - - 1,709 22,505 Liabilities - transfers due to (from) other funds 82 360 60 109 (381) (230) - - ------ ------ ------ ------ ------ ------ ------ ------ Net assets available for plan benefits $ 760 5,029 12,803 1,593 381 230 1,709 22,505 ====== ====== ====== ====== ====== ====== ====== ======
See accompanying notes to financial statements. 3 FOODMAKER, INC. EASY$AVER PLUS PLAN Statements of Changes in Net Assets Available for Plan Benefits (in thousands)
Year Ended December 31, 1993 ------------------------------------------------------------------------------------- Ralston Purina Fixed FMI Dreyfus Common Equity Income Growth Common Bond Loans to Stock Fund Fund Fund Fund Stock Fund Fund Participants Total ---------- ------- ------- ------- ---------- ------- ------------ ----- Contributions: Employee $ - 576 1,399 468 166 158 - 2,767 Employer - 198 472 154 50 48 - 922 ------ ------ ------ ------ ------ ------ ------ ------ - 774 1,871 622 216 206 - 3,689 ------ ------ ------ ------ ------ ------ ------ ------ Investment income: Dividends 19 207 - 21 - - - 247 Interest 2 39 1,042 19 7 35 - 1,144 ------ ------ ------ ------ ------ ------ ------ ------ 21 246 1,042 40 7 35 - 1,391 ------ ------ ------ ------ ------ ------ ------ ------ Net realized gain(loss) on sale of assets 137 174 - 235 (1) 3 - 548 Unrealized appreciation (depreciation) of investments (221) 716 - (7) (9) (8) - 471 Distributions (40) (635) (1,674) (222) (64) (19) - (2,654) Loan repayments - 152 395 70 36 22 (675) - Loan disbursements (1) (269) (740) (103) (12) (20) 1,145 - Interfund transfers (194) 322 (418) 71 205 14 - - Administrative expenses (10) (25) (81) (14) (6) (5) - (141) ------ ------ ------ ------ ------ ------ ------ ------ Increase (decrease) in net assets (308) 1,455 395 692 372 228 470 3,304 Net assets available for plan benefits: Beginning of year 760 5,029 12,803 1,593 381 230 1,709 22,505 ------ ------ ------ ------ ------ ------ ------ ------ End of year $ 452 6,484 13,198 2,285 753 458 2,179 25,809 ====== ====== ====== ====== ====== ====== ====== ======
See accompanying notes to financial statements. (continued) 4 FOODMAKER, INC. EASY$AVER PLUS PLAN Statements of Changes in Net Assets Available for Plan Benefits, continued (in thousands)
Year Ended December 31, 1992 ------------------------------------------------------------------------------------- Ralston Purina Fixed FMI Dreyfus Common Equity Income Growth Common Bond Loans to Stock Fund Fund Fund Fund Stock Fund Fund Participants Total ---------- ------- ------- ------- ---------- ------- ------------ ----- Contributions: Employee $ - 553 1,529 452 - - - 2,534 Employer - 192 538 142 - - - 872 ------ ------ ------ ------ ------ ------ ------ ------ - 745 2,067 594 - - - 3,406 ------ ------ ------ ------ ------ ------ ------ ------ Investment income: Dividends 22 187 - 22 - - - 231 Interest 1 24 1,004 9 - - - 1,038 ------ ------ ------ ------ ------ ------ ------ ------ 23 211 1,004 31 - - - 1,269 ------ ------ ------ ------ ------ ------ ------ ------ Net realized gain on sale of assets 68 31 - 62 - - - 161 Unrealized appreciation (depreciation) of investments (242) 475 - (121) - - - 112 Distributions (178) (516) (1,233) (135) - - - (2,062) Loan repayments - 92 241 38 - - (371) - Loan disbursements (2) (251) (773) (80) - - 1,106 - Interfund transfers (103) (318) (127) (63) 381 230 - - Administrative expenses (11) (19) (70) (10) - - - (110) ------ ------ ------ ------ ------ ------ ------ ------ Increase (decrease) in net assets (445) 450 1,109 316 381 230 735 2,776 Net assets available for plan benefits: Beginning of year 1,205 4,579 11,694 1,277 - - 974 19,729 ------ ------ ------ ------ ------ ------ ------ ------ End of year $ 760 5,029 12,803 1,593 381 230 1,709 22,505 ====== ====== ====== ====== ====== ====== ====== ======
See accompanying notes to financial statements. 5 FOODMAKER, INC. EASY$AVER PLUS PLAN Notes to Financial Statements December 31, 1993 and 1992 1. DESCRIPTION OF THE PLAN The following brief description of the Foodmaker, Inc. Easy$aver Plus Plan ("the Plan") is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions. a. General: The Plan was established effective April 1, 1983 for the purpose of enabling employees to enhance their long-range financial security through regular savings with the benefit of Foodmaker, Inc. ("the Company") contributions. The benefits provided under the Plan are intended to supplement the retirement benefits provided under other plans sponsored by the Company. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"); however, benefits under the Plan are not eligible for plan termination insurance provided by the Pension Benefit Guaranty Corporation under Title IV of ERISA. The Company, as plan sponsor, makes contributions to the Plan and pays a portion of the administrative costs. Subject to certain restrictions, the plan sponsor also has the authority and responsibility for the general administration of the Plan. The Chairperson of the Company's Board of Directors is authorized to appoint the members of the Administrative Committee ("the Committee"). The Northern Trust Company, as trustee, has the authority to hold, manage and protect the assets of the Plan in accordance with the provisions of the Plan and a separate Trust Agreement. The Plan covers substantially all regular administrative and clerical employees of the Company who have completed one year of service, receive regular compensation from a payroll in the United States, and effective January 1, 1988, have attained age 21. Eligible warehouse and distribution employees may participate in the Plan effective January 1, 1991. Eligible maintenance technicians and equipment technicians also may participate in the Plan effective July 1, 1992. Participation by eligible employees is voluntary. b. Contributions: Prior to April 1, 1991, participants could elect to have the Company contribute to the Plan any amount from 2% to 8% of their compensation in 1% increments through payroll deductions. This deferral is referred to as a pre-tax deferral, i.e., it is not subject to Federal income tax in the year deferred. Effective April 1, 1991, the maximum amount of their compensation participants may elect to defer is 12%. The Company makes a matching contribution equal to 50% of each participant's pre-tax deferral up to 4% of compensation. Prior to January 1, 1989, participants who deferred at least 4% of compensation could have elected to contribute an additional 1% to 10% of compensation, in 1% increments on an after-tax basis. Beginning January 1, 1989, after-tax contributions could have been made whether or not the participant has elected to make any pre-tax deferrals. Effective April 1, 1991, after-tax contributions may no longer be made to the Plan. 6 FOODMAKER, INC. EASY$AVER PLUS PLAN Notes to Financial Statements December 31, 1993 and 1992 (Continued) 1. DESCRIPTION OF THE PLAN (Continued) c. Vesting: Participants have a fully vested interest in their pre-tax deferrals and after-tax contributions plus actual earnings thereon. Company contributions vest at the rate of 25 percent for each year of service by the participant (including service prior to the effective date of the Plan) or upon attainment of age sixty-five, retirement, disability, death or termination of the Plan. The vested amount in a participant's account normally is distributed upon termination of employment. The amount of the Company's contribution that is not vested with respect to any participant is forfeited upon termination of employment, but is restored if the participant becomes an eligible employee within five years after termination. Forfeitures are used to reduce employer contributions. d. Participant Accounts: As of December 31, 1993 the trustee maintains six investment funds -- the Ralston Purina Common Stock Fund, the Equity Fund, the Fixed Income Fund, the Growth Fund, the FMI Common Stock Fund and the Dreyfus Bond Fund. With the exception of the Ralston Purina Common Stock Fund, participants may direct their pre-tax deferrals, after-tax and Company matching contributions to be placed in any fund or allocated in multiples of 10% to any combination of these investment funds. The Ralston Purina Common Stock balance is made up of contributions made prior to the change of ownership of Foodmaker, Inc. Earnings derived from the assets of any investment fund are reinvested in the fund to which they relate except that effective September 30, 1987, earnings related to the Ralston Purina Common Stock Fund may, at the discretion of the trustee, be reinvested in the Fixed Income Fund. Participants may elect to transfer all or any multiple of 10% of the value of their accounts among funds at the beginning of any calendar quarter. Pending investment of the assets in an investment fund, the trustee may temporarily make certain short-term investments. The Plan permits voluntary withdrawals by participants of their after-tax contributions and related earnings no more than once every six months. Because of certain Internal Revenue Service regulations, participants may, with Committee approval, withdraw pre-tax deferrals (exclusive of earnings for withdrawals after December 31, 1989), Company matching contributions (if the participant is fully vested) and related earnings only in the event of a financial hardship. The Plan permits participants to borrow from the investment funds. Loans are subject to such rules and regulations as the Committee may adopt, including but not limited to the following: (1) the amount of the loan is subject to certain limitations, (2) the loan bears interest at prevailing rates and repayments are to be made through payroll deductions, and (3) payment of a processing fee. Amounts loaned to participants are treated as invested in such loans and, to the extent unpaid, do not generate any earnings other than interest thereon. 7 FOODMAKER, INC. EASY$AVER PLUS PLAN Notes to Financial Statements December 31, 1993 and 1992 (Continued) 2. SUMMARY OF ACCOUNTING POLICIES The financial statements of the Plan are prepared using the accrual method of accounting. The Plan's short-term investments consist of money market accounts which are valued at fair value. The Plan's investments in common stocks are stated at fair value. Fair value is determined by quoted market prices. Purchases and sales of securities are recorded on a trade date basis. The Plan's insurance company contracts are valued at contract value. Contract value represents contributions made under the contract, plus interest at the contract rate, less funds used to purchase annuities and pay certain expenses. Certain 1992 balances were reclassified to conform to 1993 presentation. 8 FOODMAKER, INC. EASY$AVER PLUS PLAN Notes to Financial Statements December 31, 1993 and 1992 (Continued) 3. INVESTMENTS ----------- Investments consist of the following at December 31, 1993 and 1992: December 31, 1993 December 31, 1992 ----------------- ----------------- Fair Fair Description of Investment Cost Value Cost Value ---- ----- ---- ----- (in thousands) Northern Trust Collective Short-term Investment Fund $ 30 $ 30 $ 123 $ 123 Ralston - Ralston Purina Group Common stock 791 570 1,084 842 Fidelity Equity Income Fund, Inc. (net asset value $33.84 and $29.01 in 1993 and 1992, respectively) (Equity Fund) 5,655 6,371 4,864 5,339 State Street Bank and Trust Company Selection Fund (Fixed Income Fund) 13,114 13,114 12,612 12,612 Twentieth Century Investors, Inc. Select Fund (net asset value $39.46 and $38.72 in 1993 and 1992 respectively) (Growth Fund) 2,174 2,167 1,799 1,678 Foodmaker, Inc. common stock 664 655 - - Dreyfus Short-Intermediate Government Fund (net asset value $11.37 in 1993) (Bond Fund) 446 438 - - Notes receivable from participants 2,179 2,179 1,709 1,709 ------ ------ ------ ------ $25,053 $25,524 $22,191 $22,303 ====== ====== ====== ====== 4. FEDERAL INCOME TAXES The Internal Revenue Service issued a favorable determination letter related to the Foodmaker, Inc. Easy$aver Plus Plan on April 1, 1987. This letter gives the Plan a tax exempt status. The Plan was amended and restated thereafter effective January 1, 1988 and January 1, 1989. As a result of the Plan amendments and restatements, the Company is in the process of preparing an application for a favorable determination. The Company knows of no transactions or events which would prevent the restated Plan from obtaining a tax exempt status. 9 Schedule I FOODMAKER, INC. EASY$AVER PLUS PLAN Schedule of Investments
December 31, 1993 December 31, 1992 --------------------------------- --------------------------------- Number of Fair Number of Fair Description of Investment Shares/Units Cost Value Shares/Units Cost Value - - ------------------------ ------------ ---- ----- ------------ ---- ----- (in thousands) Northern Trust Collective Short-term Investment Fund 30 $ 30 $ 30 123 $ 123 $ 123 Ralson - Ralston Purina Group Common stock 14,329 791 570 17,673 1,084 842 Fidelity Equity Income Fund, Inc. (net asset value $33.84 and $29.01 in 1993 and 1992, respectively) (Equity Fund) 188,269 5,655 6,371 184,049 4,864 5,339 State Street Bank and Trust Company Selection Fund (Fixed Income Fund) N/A 13,114 13,114 N/A 12,612 12,612 Twentieth Century Investors, Inc. Select Fund (net asset value $39.46 and $38.72 in 1993 and 1992 respectively) (Growth Fund) 54,919 2,174 2,167 43,334 1,799 1,678 Foodmaker, Inc. common stock 67,202 664 655 N/A - - Dreyfus Short-Intermediate Government Fund (net asset value $11.37 in 1993) (Bond Fund) 38,559 446 438 N/A - - Notes receivable from participants N/A 2,179 2,179 N/A 1,709 1,709 ------ ------ ------ ------ $25,053 $25,524 $22,191 $22,303 ====== ====== ====== ======
See accompanying Independent Auditors' Report. 10 Schedule II FOODMAKER, INC. EASY$AVER PLUS PLAN Reportable Transactions The following schedule of 5% reportable transactions represents the aggregate of such transactions relating to the Foodmaker, Inc. Easy$aver Plus Plan and the Chi-Chi's Future $avings Plus Plan, the combined assets of which were maintained at The Northern Trust Company, the Plans' trustee. Through December 31, 1993, the allocable portion of these transactions relating to the Foodmaker, Inc. Easy$aver Plus Plan was approximately 88%. See accompanying Independent Auditors' Report. 11 SCHEDULE II SCHEDULE OF REPORTABLE 5% TRANSACTIONS 12-31-92 THROUGH 12-31-93 ************************************** (AS REPORTED BY TRUSTEE)
AVERAGE PURCHASE OR TRANSACTION COST OF CURRENT NET GAIN DESCRIPTION OF ASSET SALE PRICE EXPENSE ASSET VALUE OF ASSET OR (LOSS) -------------------- ----------- ----------- ------- -------------- --------- ($) ($) ($) ($) ($) TRANSACTIONS BY ISSUE - - --------------------- MFO FIDELITY EQUITY-INCOME FD INC OPEN END FD 45,042.30 SHR BOUGHT IN 33 TRANSACTIONS 32.094 1,445,590.23 1,445,590.23 34,228.17 SHR SOLD IN 10 TRANSACTIONS 31.301 894,730.42 1,071,365.47 176,635.05 ------------ ------------ 2,516,955.70 176,635.05 ============ ============ MFO 20TH CENTURY INVESTORS INC SELECT SH CAP OPEN END FD 25,966.41 SHR BOUGHT IN 28 TRANSACTIONS 41.185 1,069,430.84 1,069,430.84 7,774.37 SHR SOLD IN 11 TRANSACTIONS 41.148 297,568.14 319,896.33 22,328.19 ------------ ------------ 1,389,327.17 22,328.19 ============= ============ COLTV SHORT TERM INVT FD 8,551,380.21 INCREASES IN 300 DAYS 8,551,380.21 8,551,380.21 8,656,924.55 DECREASES ON 340 DAYS 8,656,924.55 8,656,924.55 0.00 ------------ ------------ 17,208,304.76 0.00 ============= ============ VARIOUS LOANS TO VARIOUS PARTICIPANTS AT VARIOUS RATES AND VARIOUS MATURITIES 1,383,817.59 CV BOUGHT IN 49 TRANS 1.000 1,383,817.59 1,383,817.59 STATE STREET SELECTION FUND 2,247,161.26 CV BOUGHT IN 34 TRANS 1.000 2,247,161.26 2,247,161.26 1,786,107.62 CV SOLD IN 11 TRANSACTIONS 1.000 1,786,107.62 1,786,107.62 0.00 ------------ ------------ 4,033,268.88 0.00 ============= ============
TRANSACTIONS BY BROKER - - ---------------------- NO REPORTABLE TRANSACTIONS OCCURRED WITH ANY ONE BROKER 12 EXHIBITS 1. Consent of KPMG Peat Marwick. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. FOODMAKER, INC. EASY$AVER PLUS PLAN Date: June 27, 1994 By: WILLIAM E. RULON -------------------- William E. Rulon Member, Administrative Committee 13 Exhibit 1 Independent Auditors' Consent ----------------------------- The Board of Directors Foodmaker, Inc.: We consent to incorporation by reference in the registration statement (No. 33- 54602) on Form S-8 of Foodmaker, Inc. of our report dated May 27, 1994, relating to the statements of net assets available for plan benefits of Foodmaker, Inc. Easy$aver Plus Plan as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for each of the years in the two-year period ended December 31, 1993, and related schedules, which report appears in the December 31, 1993 annual report on Form 11-K of the Foodmaker, Inc. Easy$aver Plus Plan. KPMG PEAT MARWICK San Diego, California June 24, 1994