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



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

                    CHI-CHI'S, INC. FUTURE $AVINGS 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)











                     CHI-CHI'S, INC. FUTURE $AVINGS PLUS PLAN

                        Financial Statements and Schedules

                            December 31, 1993 and 1992

                   (With Independent Auditors' Report Thereon)


                     CHI-CHI'S, INC. FUTURE $AVINGS 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                                  9

Schedule II - Reportable Transactions                                 10











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

The Participants and the 
      Administrative Committee
Chi-Chi's, Inc. Future $avings Plus Plan:


We have audited the accompanying Statements of Net Assets Available for Plan
Benefits of the Chi-Chi's, Inc. Future $avings 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 schedules
have been subjected to the auditing procedures applied in this audit of the
basic financial statements and in our opinion, are fairly stated in all
material respects in relation to the basic financial statments taken as a
whole.



                                        KPMG PEAT MARWICK

San Diego, California
May 27, 1994
                                       1


                          CHI-CHI'S, INC. FUTURE $AVINGS PLUS PLAN

                    Statements of Net Assets Available for Plan Benefits
                                      (in thousands)
December 31, 1993 -------------------------------------------------------------------------------------- Fixed FMI Dreyfus Equity Income Growth Common Bond Loans to Fund Fund Fund Stock Fund Fund Participants Total ------ ------ ------ ---------- ------ ------------ ------ Interest and dividends receivable $ - 7 - - - - 7 ----- ----- ----- ----- ----- ----- ----- Contributions receivable: Employee 7 7 10 1 4 - 29 Employer 3 2 3 - 1 - 9 ----- ----- ----- ----- ----- ----- ----- 10 9 13 1 5 - 38 ----- ----- ----- ----- ----- ----- ----- Investments: Short-term investments - - - - - - - Common stocks 1,128 - 804 36 - - 1,968 Government bonds - - - - 151 - 151 Insurance company contracts - 1,185 - - - - 1,185 Notes receivable from participants - - - - - 223 223 ----- ----- ----- ----- ----- ----- ----- 1,128 1,185 804 36 151 223 3,527 ----- ----- ----- ----- ----- ----- ----- Total assets 1,138 1,201 817 37 156 223 3,572 Liabilities - transfers due to (from) other funds (5) 1 6 (2) - - - ----- ----- ----- ----- ----- ----- ----- Net assets available for plan benefits $ 1,143 1,200 811 39 156 223 3,572 ===== ===== ===== ===== ===== ===== =====
See accompanying notes to financial statements. (continued) 2 CHI-CHI'S, INC. FUTURE $AVINGS PLUS PLAN Statements of Net Assets Available for Plan Benefits, continued (in thousands)
December 31, 1992 -------------------------------------------------------------------------------------- Fixed FMI Dreyfus Equity Income Growth Common Bond Loans to Fund Fund Fund Stock Fund Fund Participants Total ------ ------ ------ ---------- ------ ------------ ------ Interest and dividends receivable $ - 5 - - - - 5 ----- ----- ----- ----- ----- ----- ----- Contributions receivable: Employee 12 13 9 - - - 34 Employer 4 5 4 - - - 13 ----- ----- ----- ----- ----- ----- ----- 16 18 13 - - - 47 ----- ----- ----- ----- ----- ----- ----- Investments: Short-term investments 3 8 1 - - - 12 Common stocks 776 - 531 - - - 1,307 Government bonds - - - - - - - Insurance company contracts - 919 - - - - 919 Notes receivable from participants - - - - - 121 121 ----- ----- ----- ----- ----- ----- ----- 779 927 532 - - 121 2,359 ----- ----- ----- ----- ----- ----- ----- Total assets 795 950 545 - - 121 2,411 Liabilities - transfers due to (from) other funds 38 7 (1) (15) (29) - - ----- ----- ----- ----- ----- ----- ----- Net assets available for plan benefits $ 757 943 546 15 29 121 2,411 ===== ===== ===== ===== ===== ===== =====
See accompanying notes to financial statements. 3 CHI-CHI'S, INC. FUTURE $AVINGS PLUS PLAN Statements of Changes in Net Assets Available for Plan Benefits (in thousands)
Year Ended December 31, 1993 -------------------------------------------------------------------------------------- Fixed FMI Dreyfus Equity Income Growth Common Bond Loans to Fund Fund Fund Stock Fund Fund Participants Total ------ ------ ------ ---------- ------ ------------ ------ Contributions: Employee $ 288 280 249 23 103 - 943 Employer 94 117 78 7 32 - 328 ----- ----- ----- ----- ----- ----- ----- 382 397 327 30 135 - 1,271 Investment income: Dividends 34 - 7 - - - 41 Interest 6 90 6 8 8 - 118 ----- ----- ----- ----- ----- ----- ----- 40 90 13 8 8 - 159 ----- ----- ----- ----- ----- ----- ----- Net realized gain on sale of assets 29 - 83 - - - 112 Unrealized appreciation (depreciation) of investments 117 - (3) (10) (2) - 102 Distributions (161) (170) (116) (5) (10) - (462) Loan repayments 19 28 12 3 3 (65) - Loan disbursements (54) (67) (38) (3) (5) 167 - Interfund transfers 20 (14) (7) 1 - - - Administrative expenses (6) (7) (6) - (2) - (21) ----- ----- ----- ----- ----- ----- ----- Increase in net assets 386 257 265 24 127 102 1,161 Net assets available for plan benefits: Beginning of year 757 943 546 15 29 121 2,411 ----- ----- ----- ----- ----- ----- ----- End of year $ 1,143 1,200 811 39 156 223 3,572 ===== ===== ===== ===== ===== ===== =====
See accompanying notes to financial statements. (continued) 4 CHI-CHI'S, INC. FUTURE $AVINGS PLUS PLAN Statements of Changes in Net Assets Available for Plan Benefits, continued (in thousands)
Year Ended December 31, 1992 -------------------------------------------------------------------------------------- Fixed FMI Dreyfus Equity Income Growth Common Bond Loans to Fund Fund Fund Stock Fund Fund Participants Total ------ ------ ------ ---------- ------ ------------ ------ Contributions: Employee $ 303 379 259 - - - 941 Employer 107 135 86 - - - 328 ----- ----- ----- ----- ----- ----- ----- 410 514 345 - - - 1,269 ----- ----- ----- ----- ----- ----- ----- Investment income: Dividends 25 - 5 - - - 30 Interest 3 68 1 - - - 72 ----- ----- ----- ----- ----- ----- ----- 28 68 6 - - - 102 ----- ----- ----- ----- ----- ----- ----- Net realized gain on sale of assets 4 - 13 - - - 17 Unrealized appreciation (depreciation) of investments 64 - (25) - - - 39 Distributions (120) (165) (52) - - - (337) Loan repayments 5 14 2 - - (21) - Loan disbursements (58) (53) (31) - - 142 - Interfund transfers (24) 1 (21) 15 29 - - Administrative expenses (6) (11) (7) - - - (24) ----- ----- ----- ----- ----- ----- ----- Increase in net assets 303 368 230 15 29 121 1,066 Net assets available for plan benefits: Beginning of year 454 575 316 - - - 1,345 ----- ----- ----- ----- ----- ----- ----- End of year $ 757 943 546 15 29 121 2,411 ===== ===== ===== ===== ===== ===== =====
See accompanying notes to financial statements. 5 CHI-CHI'S, INC. FUTURE $AVINGS PLUS PLAN Notes to Financial Statements December 31, 1993 and 1992 1. DESCRIPTION OF THE PLAN ----------------------- The following brief description of the Chi-Chi's Inc. Future $avings 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 January 1, 1991 for the purpose of enabling employees to enhance their long-range financial security through regular savings with the benefit of Chi-Chi's, Inc. ("the Company") contributions. 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. (See Note 5) The Plan covers substantially all regular administrative assistants, assistant managers, managers and corporate office employees of the Company who have completed one year of service, receive regular compensation from a payroll in the United States, and have attained age 21. Participation by eligible employees is voluntary. b. Contributions: ------------- Participants may elect to have the Company contribute to the Plan any amount from 2% to 12% of their compensation in 1% increments through payroll deductions. This deferral is a pre-tax deferral, i.e., it is not subject to Federal income tax in the year deferred. The Company makes a matching contribution equal to 50% of each participant's deferral up to 4% of compensation. c. Vesting: ------- Participants have a fully vested interest in their 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 is normally 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. 6 CHI-CHI'S, INC. FUTURE $AVINGS PLUS PLAN Notes to Financial Statements December 31, 1993 and 1992 (Continued) d. Participant Accounts: -------------------- As of December 31, 1993 the trustee maintains five investment funds -- the Equity Fund, the Fixed Income Fund, the Growth Fund, the FMI Common Stock Fund and the Dreyfus Bond Fund. Participants may direct their deferrals and Company matching contributions to be placed in any fund or allocated in multiples of 10% to any combination of these investment funds. Earnings derived from the assets of any investment fund are reinvested in the fund to which they relate. 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. Because of certain Internal Revenue Service regulations participants may, with Committee approval, withdraw their deferrals (exclusive of earnings) and Company matching contributions (if the participant is fully vested) 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. 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 pay certain expenses. Certain 1992 balances were reclassified to conform to 1993 presentation. 7 CHI-CHI'S, INC. FUTURE $AVINGS 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 $ - $ - $ 12 $ 12 Fidelity Equity Income Fund, Inc. (net asset value $33.84 and $29.01 in 1993 and 1992, respectively) (Equity Fund) 1,011 1,128 712 776 State Street Bank and Trust Company Selection Fund (Fixed Income Fund) 1,185 1,185 919 919 Twentieth Century Investors, Inc. Select Fund (net asset value $39.46 and $38.72 in 1993 and 1992 respectively) (Growth Fund) 807 804 556 531 Foodmaker, Inc. common stock 46 36 - - Dreyfus Short-Intermediate Government Fund (net asset value $11.37 in 1993) (Bond Fund) 153 151 - - Notes receivable from participants 223 223 121 121 ----- ----- ----- ----- $3,425 $3,527 $2,320 $2,359 ===== ===== ===== ===== 4. FEDERAL INCOME TAXES -------------------- The Plan has received a determination from the Internal Revenue Service indicating that the Plan constitutes a qualified retirement plan and that the Plan is exempt from income tax under the Internal Revenue Code. 5. SUBSEQUENT EVENT ---------------- In January 1994, Foodmaker, Inc., contributed Chi-Chi's, Inc. to Family Restaurants, Inc. (formerly Restaurant Enterprises Group, Inc.) for an equity interest in the new entity. Upon the contribution of Chi-Chi's, Inc., the administration of the Plan was transferred to Family Restaurants, Inc. The plan assets were transferred to a new trustee. 8 Schedule I CHI-CHI'S, INC. FUTURE $AVINGS 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 - $ - $ - 12 $ 12 $ 12 Fidelity Equity Income Fund, Inc. (net asset value $33.84 and $29.01 in 1993 and 1992, respectively) (Equity Fund) 33,332 1,011 1,128 26,738 712 776 State Street Bank and Trust Company Selection Fund (Fixed Income Fund) N/A 1,185 1,185 N/A 919 919 Twentieth Century Investors, Inc. Select Fund (net asset value $39.46 and $38.72 in 1993 and 1992 respectively) (Growth Fund) 20,384 807 804 13,729 556 531 Foodmaker, Inc. common stock 3,665 46 36 N/A - - Dreyfus Short-Intermediate Government Fund (net asset value $11.37 in 1993) (Bond Fund) 13,246 153 151 N/A - - Notes receivable from participants N/A 223 223 N/A 121 121 ------ ------ ------ ------ $ 3,425 $ 3,527 $ 2,320 $ 2,359 ====== ====== ====== ======
See accompanying Independent Auditors' Report. 9 Schedule II CHI-CHI'S, INC. FUTURE $AVINGS PLUS PLAN Reportable Transactions The following schedule of 5% reportable transactions represents the aggregate of such transactions relating to the Chi-Chi's, Inc. Future $avings Plus Plan and the Foodmaker, Inc. Easy$aver 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 Chi-Chi's, Inc. Future $avings Plus Plan was approximately 12%. See accompanying Independent Auditor's Report. 10 SCHEDULE II SCHEDULE OF REPORTABLE 5% TRANSACTIONS 12-31-92 THROUGH 12-31-93 ************************************** (AS REPORTED BY TRUSTEE)
AVERAGE PURCHASE OR TRANSACTION COST OF CURRENT NET GAIN DESCRIPTION OF ASSET SALE PRICE EXPENSE ASSET VALUE OF ASSET OR (LOSS) -------------------- ----------- ----------- ------- -------------- --------- ($) ($) ($) ($) ($) 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 11 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. CHI'S-CHI'S, INC. FUTURE $AVINGS PLUS PLAN Date: June 27, 1994 By: WILLIAM E. RULON -------------------- William E. Rulon Member, Administrative Committee 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 Chi-Chi's, Inc. Future $avings 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 Chi-Chi's, Inc. Future $avings Plus Plan. KPMG PEAT MARWICK San Diego, California June 24, 1994