As filed with the Securities and Exchange Commission on June 29, 2001
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.
For the fiscal year ended December 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934.
For the transition period from to
---------------- ------------------
Commission file number 1-9390
------
---------
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
(Full title of the Plan)
---------
JACK IN THE BOX INC.
(Name of issuer of the securities held pursuant to the Plan)
9330 Balboa Avenue
San Diego, CA 92123
(Address of principal executive offices)
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
Financial Statements and Schedule
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
TABLE OF CONTENTS
Page
----
Independent Auditors' Report.......................................... 1
Statements of Net Assets Available for Benefits....................... 2
Statements of Changes in Net Assets Available for Benefits............ 3
Notes to Financial Statements......................................... 4
Schedule of Assets (Held at End of Year).............................. 9
Independent Auditors' Report
The Participants and the Administrative Committee
Jack in the Box Inc. Easy$aver Plus Plan:
We have audited the accompanying statements of net assets available for benefits
of the Jack in the Box Inc. Easy$aver Plus Plan (the Plan) as of December 31,
2000 and 1999, and the related statements of changes in net assets available for
benefits for each of the years in the two-year period ended December 31, 2000.
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 of America. 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 Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for each of the years in the two-year period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) 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 subject 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.
KPMG LLP
San Diego, California
June 21, 2001
1
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
Statements of Net Assets Available for Benefits
December 31,
----------------------------
2000 1999
------------ ------------
ASSETS
Investments (Note 3).......................... $ 65,382,293 $ 61,425,578
------------ ------------
Receivables:
Contributions from participants........... 168,069 156,477
Contributions from employer............... 48,520 45,434
Loan repayment............................ 65,145 64,009
Due from broker........................... 110,838 130,720
Interest.................................. 75,654 67,614
------------ ------------
468,226 464,254
------------ ------------
Total assets......................... 65,850,519 61,889,832
------------ ------------
LIABILITIES
Accrued expenses.............................. (12,623) (184,191)
Due to broker................................. (68,178) (174,514)
------------ ------------
Total liabilities.................... (80,801) (358,705)
------------ ------------
Net assets available for benefits............. $ 65,769,718 $ 61,531,127
============ ============
See accompanying notes to financial statements.
2
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31,
----------------------------
2000 1999
------------ -----------
ADDITIONS
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments (Note 3)..... $ (160,144) $ 3,014,639
Interest.................................. 1,260,402 1,180,672
Dividends................................. 741,965 539,948
------------ ------------
1,842,223 4,735,259
------------ ------------
Contributions:
Participants'............................. 5,237,560 5,114,870
Employer's................................ 1,440,324 1,397,309
------------ ------------
6,677,884 6,512,179
------------ ------------
Total additions...................... 8,520,107 11,247,438
------------ ------------
DEDUCTIONS
Deductions in net assets attributed to:
Benefits paid to participants............... (4,417,918) (3,342,440)
Administrative expenses..................... 136,402 (145,245)
------------ ------------
Total deductions..................... (4,281,516) (3,487,685)
------------ ------------
Net increase......................... 4,238,591 7,759,753
Net assets available for benefits:
Beginning of year........................... 61,531,127 53,771,374
------------ ------------
End of year................................. $ 65,769,718 $ 61,531,127
============ ============
See accompanying notes to financial statements.
3
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN
The following brief description of the Jack in the Box Inc. Easy$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.
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 Jack in the Box 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"). Mellon
Bank, N.A., as the trustee, has the authority to hold, manage and protect the
assets of the Plan in accordance with the provisions of the Plan. The
recordkeeping administrative services are performed by Dreyfus Service
Corporation.
The Plan covers substantially all regular administrative, clerical, warehouse
and distribution employees, and maintenance and equipment technicians 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. Effective
April 1, 1996, the one year of service requirement was changed to one year of
service in which the employee is credited with at least 1,000 hours of service.
Participation by eligible employees is voluntary.
Contributions - Participants can elect to have the Company contribute to the
Plan any amount from 2% to 12% of their compensation in 1% increments through
payroll deductions not to exceed $10,500 in 2000 and $10,000 in 1999. This
deferral is referred to as a pre-tax deferral, i.e., it is not subject to income
taxes in the year deferred. Except as described below, the Company has made
matching contributions equal to 50% of each participant's first 4% of
compensation deferred. Effective April 3, 1995, the Company temporarily
suspended matching contributions. Effective October 2, 1995, the Company
reinstated matching contributions. Prior to January 1, 1989, participants who
deferred at least 4% of compensation could have elected to contribute an
additional 1% to 10% of compensation, in 1% increments, on an after-tax basis.
Beginning January 1, 1989, after-tax contributions could have been made whether
or not the participant had elected to make any pre-tax deferrals. Effective
April 1, 1991, participants were no longer able to make after-tax contributions
to the Plan.
4
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
Notes to Financial Statements
(continued)
1. DESCRIPTION OF THE PLAN (continued)
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 or
fully vest upon attainment of age sixty-five, 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. During the year ended December 31, 2000
forfeitures in the amount of $15,000 were used to reduce employer contributions.
During the year ended December 31, 1999 no forfeitures were used to reduce
employer contributions. As of December 31, 2000, plan assets included $27,781 of
unallocated forfeitures which were invested in the Dreyfus Certus Stable Value
Fund.
Participant Accounts - As of December 31, 2000, the trustee maintains thirteen
investment funds. Effective February 1, 1999 and July 25, 2000, the Crabbe Huson
Special Fund and Crabbe Huson Equity Fund, respectively, were frozen to new
investments in the Plan. Effective February 1, 2000, the Crabbe Huson Special
Fund was removed from the Plan and any remaining balances on that date were
transferred into the Dreyfus Certus Stable Value Fund. Effective July 25, 2001,
the Crabbe Huson Equity Fund will be removed from the Plan and any remaining
balances on that date will be transferred into the Dreyfus Certus Stable Value
Fund. Effective July 25, 2000, the Janus Fund and the Morgan Stanley Dean Witter
Institutional Technology Fund were added as new investment options in the Plan.
Participants may direct their pre-tax deferrals, after-tax and Company matching
contributions to be placed in any of the thirteen active investment funds
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 on any market trading day. 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 ("IRS") 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 also 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) the payment of a processing fee is required. 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.
5
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
Notes to Financial Statements
(continued)
1. DESCRIPTION OF THE PLAN (continued)
Participant Loans Receivable - Participants may borrow from their fund accounts
a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of
their account balance reduced by the highest outstanding loan balance in the
previous 12 months, if any. Loan terms range from one to five years or up to 10
years for the purchase of a primary residence. Loans are secured by the balance
in the participant's account and bear interest at a rate commensurate with local
prevailing rates as determined by the Committee. Interest rates range from 8.5%
to 11.5%.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared using
the accrual method of accounting.
Investments - The Plan's common/collective trust funds are stated at fair value.
The Plan's investments in common stocks and mutual funds are stated at fair
value, which is determined by quoted market prices. Purchases and sales of
securities are recorded on a trade-date basis. All receivables and liabilities
are valued at cost, which approximates fair value.
Administrative Expenses - Administrative expenses represent estimates of amounts
incurred for investment advisory fees, recordkeeping services, and other
administrative type services. Administrative expenses are displayed net of an
entry to adjust previously recorded estimates of expense to actual.
Use of Estimates - The Plan sponsor and administrator have made a number of
estimates and assumptions relating to the reporting of assets, liabilities and
changes therein, and disclosures of contingent assets and liabilities to prepare
the financial statements in conformity with accounting principles generally
accepted in the United States of America. Actual results could differ from those
estimates.
New Accounting Pronouncement - In June 1998, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133
requires that an entity recognize all derivatives and measure those instruments
at fair value.
SFAS 133 is effective for fiscal years beginning after June 15, 2000.
Pursuant to SFAS 137, the Plan is required to adopt SFAS 133 effective
January 1, 2001. Management has determined that the impact of SFAS 133 on
the Plan's financial statements would be immaterial.
6
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
Notes to Financial Statements
(continued)
3. INVESTMENTS
Investments consist of the following at December 31, 2000 and 1999:
December 31, 2000 December 31, 1999
----------------------------- ------------------------------
Fair Fair
Description of Investments Cost Value Cost Value
------------------------------------------ ------------- ------------ -------------- ------------
TBC, Inc. Pooled Employee Funds........... $ 16,563 $ 16,563 $ 48,486 $ 48,486
Dreyfus Certus Stable Value
Fund ................................... 14,843,159 14,843,159 14,817,184 14,817,184
Dreyfus Short-Intermediate
Government Fund ........................ 1,565,606 1,552,369 1,502,134 1,430,322
Dreyfus Lifetime Growth &
Income Fund............................. 10,941,458 11,009,174 10,990,366 11,719,442
Dreyfus Lifetime Growth Fund.............. 2,778,017 2,509,662 2,391,005 2,427,226
Dreyfus Lifetime Income Fund.............. 720,165 692,864 638,713 613,246
Dreyfus Disciplined Stock Fund............ 10,335,643 11,560,618 9,209,858 12,671,542
Heartland Value Fund...................... 1,906,017 1,903,047 1,348,699 1,512,122
Janus Fund ............................... 1,108,347 865,513 - -
Crabbe Huson Equity Fund.................. 737,458 717,401 732,441 696,024
Crabbe Huson Special Fund................. - - 177,688 121,798
MAS Mid Cap Growth Advisers
Fund.................................... 3,497,579 2,854,708 991,173 1,181,991
Morgan Stanley Dean Witter
Institutional Technology Fund........... 1,211,867 819,913 - -
Neuberger & Berman Guardian
Trust................................... 1,617,838 1,249,869 1,477,735 1,268,907
Warburg Pincus International
Equity Fund ............................ 1,463,007 1,094,275 829,813 1,154,566
Jack in the Box Inc. Common Stock......... 6,314,537 8,739,257 5,443,849 7,100,529
Participant loans receivable.............. - 4,953,901 - 4,662,193
------------- ------------- ------------- -------------
$ 59,057,261 $ 65,382,293 $ 50,599,144 $ 61,425,578
============= ============= ============= =============
7
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
Notes to Financial Statements
(continued)
3. INVESTMENTS (continued)
During 2000 and 1999 the Plan's investments (including gains and losses on
investments bought and sold as well as held during the year) appreciated
(depreciated) in value as follows:
2000 1999
-------------- ------------
Mutual funds.............................. $ (3,035,447) $ 3,691,026
Common stock.............................. 2,875,303 (676,387)
------------- ------------
$ (160,144) $ 3,014,639
============= ============
4. FEDERAL INCOME TAXES
The IRS has determined and informed the Company by a letter dated April 1, 1987,
that the Plan and related trust are designed in accordance with applicable
sections of the Internal Revenue Code. The Plan was amended and restated
thereafter effective January 1, 1988 and January 1, 1989. On November 28, 1995,
the IRS issued a favorable tax determination letter related to these
restatements. The Plan was further restated effective January 1, 1996. The Plan
sponsor believes that the Plan continues to qualify and to operate as designed,
and the related trust is tax exempt.
8
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
EIN: 95-2698708
Plan Number: 003
Schedule of Assets (Held at End of Year)
December 31, 2000
(c)
(b) Description of Investment Including
Identity of Issue, Borrower, Maturity Date, Rate of Interest, (d) (e)
(a) Lessor, or Similar Party Collateral, Par or Maturity Value Cost Current Value
-------- -------------------------------- ----------------------------------------------------- ------------ -------------
Common/Collective Trust Funds:
* The Boston Company 16,563 shares of TBC, Inc. Pooled Employee Funds $ 16,563 $ 16,563
* The Dreyfus Trust Company 14,843,159 shares of Dreyfus Certus Stable Value Fund 14,843,159 14,843,159
------------ ------------
14,859,722 14,859,722
------------ ------------
* Jack in the Box Inc. 296,875 shares of Jack in the Box Inc. Common Stock 6,314,537 8,739,257
* Participant loans Interest rates ranging from 8.5% to 11.5% - 4,953,901
(continued)
9
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
EIN: 95-2698708
Plan Number: 003
Schedule of Assets (Held at End of Year)
December 31, 2000
(c)
(b) Description of Investment Including
Identity of Issue, Borrower, Maturity Date, Rate of Interest, (d) (e)
(a) Lessor, or Similar Party Collateral, Par or Maturity Value Cost Current Value
--- --------------------------------- -------------------------------------------------------- ------------- -------------
Mutual Funds:
* The Dreyfus Corporation 145,762 shares of Dreyfus Short-Intermediate
Government Fund $ 1,565,606 $ 1,552,369
* The Dreyfus Corporation 691,966 shares of Dreyfus Lifetime Growth & Income Fund 10,941,458 11,009,174
* The Dreyfus Corporation 159,546 shares of Dreyfus Lifetime Growth Fund 2,778,017 2,509,662
* The Dreyfus Corporation 54,003 shares of Dreyfus Lifetime Income Fund 720,165 692,864
* The Dreyfus Corporation 312,703 shares of Dreyfus Disciplined Stock Fund 10,335,643 11,560,618
Heartland Advisors, Inc. 57,703 shares of Heartland Value Fund 1,906,017 1,903,047
Janus Distributors, Inc. 25,999 shares of Janus Fund 1,108,347 865,513
Liberty Financial Companies 40,101 shares of Crabbe Huson Equity Fund 737,458 717,401
Miller Anderson & Sherrerd, LLP 116,614 shares of MAS Mid Cap Growth Advisers Fund 3,497,579 2,854,708
Morgan Stanley & Co. 31,755 shares of Morgan Stanley Dean Witter
Incorporated Institutional Technology Fund 1,211,867 819,913
Neuberger Berman
Management Incorporated 106,735 shares of Neuberger & Berman Guardian Trust 1,617,838 1,249,869
Counsellors Securities, Inc. 72,565 shares of Warburg Pincus International Equity Fund 1,463,007 1,094,275
------------- -------------
37,883,002 36,829,413
------------- -------------
$ 59,057,261 $ 65,382,293
============= =============
* Party-in-interest as defined by ERISA.
See accompanying independent auditor's report.
10
EXHIBITS
1. Consent of KPMG LLP.
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.
JACK IN THE BOX INC. EASY$AVER
PLUS PLAN
By: LAWRENCE E. SCHAUF
----------------------
Lawrence E. Schauf
Member, Administrative Committee
Date: June 29, 2001
11
Exhibit 1
Independent Auditors' Consent
The Board of Directors
Jack in the Box Inc.:
We consent to incorporation by reference in the registration statement (No.
33-54602) on Form S-8 of Jack in the Box Inc. of our report dated June 21, 2001,
relating to the statements of net assets available for benefits of the
Jack in the Box Inc. Easy$aver Plus Plan as of December 31, 2000 and 1999, and
the related statements of changes in net assets available for benefits for each
of the years in the two-year period ended December 31, 2000, and the related
schedule, which report appears in the December 31, 2000, annual report on Form
11-K of the Jack in the Box Inc. Easy$aver Plus Plan.
KPMG LLP
San Diego, California
June 29, 2001
12