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, 1994 ----------------- 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, 1994 and 1993 (With Independent Auditors' Report Thereon) FOODMAKER, INC. EASY$AVER PLUS PLAN December 31, 1994 and 1993 TABLE OF CONTENTS Page Number ----------- Independent Auditors' Report 1 Statement of Net Assets Available for Plan Benefits With Fund Information as of December 31, 1994 2 Statement of Net Assets Available for Plan Benefits With Fund Information as of December 31, 1993 3 Statement of Changes in Net Assets Available for Plan Benefits With Fund Information for the year ended December 31, 1994 4 Statement of Changes in Net Assets Available for Plan Benefits With Fund Information for the year ended December 31, 1993 5 Notes to Financial Statements 6 Schedule I - Schedule of Investments 11 Schedule II - Reportable Transactions 12 Independent Auditors' Report ---------------------------- The Participants and the Administrative Committee Foodmaker, Inc. Easy$aver Plus Plan: We have audited the accompanying statements of net assets available for plan benefits with fund information of the Foodmaker, Inc. Easy$aver Plus Plan (the "Plan") as of December 31, 1994 and 1993, and the related statements of changes in net assets available for plan benefits with fund information for each of the years in the two-year period ended December 31, 1994. 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 with fund information of the Plan as of December 31, 1994 and 1993, and the changes in net assets available for plan benefits with fund information for each of the years in the two-year period ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedules I and II are presented for the purpose 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 with fund information and the statements of changes in net assets available for plan benefits with fund information 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. San Diego, California June 16, 1995 -1- FOODMAKER, INC. EASY$AVER PLUS PLAN Statement of Net Assets Available for Plan Benefits With Fund Information (in thousands) December 31, 1994 ------------------------------------------------------------------------- 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 $ - - 68 - - - - 68 ----- ----- ------ ----- --- --- ----- ------ Contributions receivable: Employee - 11 21 8 3 3 - 46 Employer - 4 7 3 1 1 - 16 ----- ----- ------ ----- --- --- ----- ------ - 15 28 11 4 4 - 62 ----- ----- ------ ----- --- --- ----- ------ Investments: Short-term investments - 40 86 36 14 9 - 185 Common stocks - 6,656 - 2,270 772 - - 9,698 Government bonds - - - - - 552 - 552 Insurance company contracts - - 13,913 - - - - 13,913 Notes receivable from participants - - - - - - 2,443 2,443 ----- ----- ------ ----- --- --- ----- ------ - 6,696 13,999 2,306 786 561 2,443 26,791 ----- ----- ------ ----- --- --- ----- ------ Total assets - 6,711 14,095 2,317 790 565 2,443 26,921 Liabilities - transfers due to (from) other funds - (36) (41) 31 7 39 - - ----- ----- ------ ----- --- --- ----- ------ Net assets available for plan benefit $ - 6,747 14,136 2,286 783 526 2,443 26,921 ===== ===== ====== ===== === === ===== ====== See accompanying notes to financial statements. -2- FOODMAKER, INC. EASY$AVER PLUS PLAN Statement of Net Assets Available for Plan Benefits With Fund Information (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. -3- FOODMAKER, INC. EASY$AVER PLUS PLAN Statement of Changes in Net Assets Available for Plan Benefits With Fund Information (in thousands) Year Ended December 31, 1994 ------------------------------------------------------------------------- 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 $ - 767 1,566 519 200 186 - 3,238 Employer - 213 471 159 65 58 - 966 ----- ----- ------ ----- --- --- ----- ------ - 980 2,037 678 265 244 - 4,204 ----- ----- ------ ----- --- --- ----- ------ Investment income: Dividends 5 195 - 18 - - - 218 Interest 1 56 977 27 14 45 - 1,120 ----- ----- ------ ----- --- --- ----- ------ 6 251 977 45 14 45 - 1,338 ----- ----- ------ ----- --- --- ----- ------ Net realized gain (loss) on sale of investments 269 554 - 162 (11) (6) - 968 Unrealized depreciation of investments (257) (718) - (380) (596) (34) - (1,985) Distributions (41) (929) (1,797) (294) (126) (90) - (3,277) Loan repayments - 245 542 118 59 39 (1,003) - Loan disbursements - (305) (802) (122) (17) (21) 1,267 - Interfund transfers (426) 211 56 (184) 442 (99) - - Administrative expenses (3) (26) (75) (22) - (10) - (136) ----- ----- ------ ----- --- --- ----- ------ Increase (decrease) in net assets (452) 263 938 1 30 68 264 1,112 Net assets available for plan benefits: Beginning of year 452 6,484 13,198 2,285 753 458 2,179 25,809 ----- ----- ------ ----- --- --- ----- ------ End of year $ - 6,747 14,136 2,286 783 526 2,443 26,921 ===== ===== ====== ===== === === ===== ====== See accompanying notes to financial statements. -4- FOODMAKER, INC. EASY$AVER PLUS PLAN Statement of Changes in Net Assets Available for Plan Benefits With Fund Information (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 investments 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. -5- FOODMAKER, INC. EASY$AVER PLUS PLAN Notes to Financial Statements December 31, 1994 and 1993 1. DESCRIPTION OF THE PLAN The following brief description of the Foodmaker, Inc. Easy$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 taxes in the year deferred. Effective April 1, 1991, the maximum amount of the compensation participants may elect to defer is 12%. The Company made a matching contribution equal to 50% of each participant's pre-tax deferral up to 4% of compensation (see Note 5). 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, after-tax contributions may no longer be made to the Plan. -6- FOODMAKER, INC. EASY$AVER PLUS PLAN Notes to Financial Statements December 31, 1994 and 1993 (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, 1994 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. The Ralston Purina Common Stock Fund was dissolved effective June 30, 1994. Participants may direct their pre-tax deferrals, after-tax and Company matching contributions to be placed in any of the five investment funds allocated in multiples of 10% to any combination of these investment funds. The Ralston Purina Common Stock balance was comprised of contributions made prior to the change of ownership of the Company. 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) 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. -7- FOODMAKER, INC. EASY$AVER PLUS PLAN Notes to Financial Statements December 31, 1994 and 1993 (Continued) 1. DESCRIPTION OF THE PLAN (Continued) e. Trust: ----- The assets of the Plan were held in a Trust with the assets of a 401(K) plan sponsored by Chi-Chi's, Inc. ("Chi-Chi's"), a former subsidiary of the Company. Effective March 31, 1994, substantially all of the assets of the Chi-Chi's Plan were transferred from the Trust due to the Company's divestiture of Chi-Chi's. 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. -8- FOODMAKER, INC. EASY$AVER PLUS PLAN Notes to Financial Statements December 31, 1994 and 1993 (Continued) 3. INVESTMENTS Investments consist of the following at December 31, 1994 and 1993: December 31, 1994 December 31, 1993 ----------------------- ---------------------- Fair Fair Description of Investment Cost Value Cost Value - ------------------------- ---- ----- ---- ----- (in thousands) Northern Trust Collective Short-term Investment Fund $ 185 $ 185 $ 30 $ 30 Ralston - Ralston Purina Group Common stock - - 791 570 Fidelity Equity Income Fund, Inc. (net asset value $30.70 and $33.84 in 1994 and 1993, respectively) (Equity Fund) 6,651 6,656 5,655 6,371 State Street Bank and Trust Company Selection Fund (Fixed Income Fund) 13,913 13,913 13,114 13,114 Twentieth Century Investors, Inc. Select Fund (net asset value $33.10 and $39.46 in 1994 and 1993, respectively) (Growth Fund) 2,694 2,270 2,174 2,167 Foodmaker, Inc. Common Stock 1,361 772 664 655 Dreyfus Short-Intermediate Government Fund (net asset value $10.53 and $11.37 in 1994 and 1993, respectively) (Bond Fund) 528 552 446 438 Notes receivable from participants 2,443 2,443 2,179 2,179 ------ ------ ------ ------ $27,775 $26,791 $25,053 $25,524 ====== ====== ====== ====== 4. FEDERAL INCOME TAXES On April 1, 1987, the Internal Revenue Service issued a favorable determination letter related to the Foodmaker, Inc. Easy$aver Plus Plan. 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 has submitted 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- FOODMAKER, INC. EASY$AVER PLUS PLAN Notes to Financial Statements December 31, 1994 and 1993 (Continued) 5. SUBSEQUENT EVENT Effective April 3, 1995, the Company temporarily suspended matching contributions. -10- Schedule I ---------- FOODMAKER, INC. EASY$AVER PLUS PLAN Schedule of Investments Item 27a-Schedule of Assets Held for Investment Purposes December 31, 1994 December 31, 1993 ------------------------ ------------------------ Number of Number of Shares/ Fair Shares/ Fair Description of Investment Units Cost Value Units Cost Value -------- ----- ----- --------- ---- ----- (dollars in thousands) Northern Trust Collective Short-term Investment Fund 185 $ 185 $ 185 30 $ 30 $ 30 Ralston - Ralston Purina Group Common stock - - - 14,329 791 570 Fidelity Equity Income Fund, Inc. (net asset value $30.70 and $33.84 in 1994 and 1993, respectively) (Equity Fund) 216,804 6,651 6,656 188,269 5,655 6,371 State Street Bank and Trust Company Selection Fund (Fixed Income Fund) - 13,913 13,913 N/A 13,114 13,114 Twentieth Century Investors, Inc. Select Fund (net asset value $33.10 and $39.46 in 1994 and 1993 respectively) (Growth Fund) 68,571 2,694 2,270 54,919 2,174 2,167 Foodmaker, Inc. Common Stock 181,561 1,361 772 67,202 664 655 Dreyfus Short-Intermediate Government Fund (net asset value $10.53 and $11.37 in 1994 and 1993, respectively) (Bond Fund) 52,383 528 552 38,559 446 438 Notes receivable from participants N/A 2,443 2,443 N/A 2,179 2,179 ------ ------ ------ ------ $27,775 $26,791 $25,053 $25,524 ====== ====== ====== ====== See accompanying Independent Auditors' Report. -11- Schedule II ----------- FOODMAKER, INC. EASY$AVER PLUS PLAN Reportable Transactions ----------------------- The following schedule of 5% reportable transactions represents the aggregate of such transactions relating to the Foodmaker, Inc. Easy$aver Plus Plan assets which were maintained by The Northern Trust Company, the Plans' trustee. See accompanying Independent Auditors' Report. -12- SCHEDULE II ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS SCHEDULE OF REPORTABLE 5% TRANSACTIONS 12-31-93 THROUGH 12-31-94 *********************************************** CURRENT VALUE AVERAGE PURCHASE COST OF OF ASSET ON NET GAIN DESCRIPTION OF ASSET OR SELL PRICE ASSET TRANSACTION DATE OR (LOSS) -------------------- ----------------- ----- ---------------- --------- ($) ($) ($) ($) TRANSACTIONS BY ISSUE - --------------------- MFO FIDELITY EQUITY-INCOME FD INC OPEN END FD 52,128.76 SHARES BOUGHT IN 37 TRANSACTIONS 32.34 1,685,884.30 1,685,884.30 22,417.95 SHARES SOLD IN 7 TRANSACTIONS 33.09 619,488.74 741,726.67 122,237.93 ------------ ---------- 2,427,610.97 122,237.93 ============ ========== COLTV SHORT TERM INVT FD INCREASES ON 334 DAYS 9,187,927.76 9,187,927.76 DECREASES ON 330 DAYS 9,031,568.22 9,031,568.22 0.00 ------------- ---------- 18,219,495.98 0.00 ============= ========== CF STATE STREET SELECTION FUND CARRYING VALUE BOUGHT IN 39 TRANSACTIONS 1.00 2,384,364.13 2,384,364.13 CARRYING VALUE SOLD IN 11 TRANSACTIONS 1.00 1,519,310.39 1,519,310.39 0.00 ------------ ---------- 3,903,674.52 0.00 ============ ========== TRANSACTIONS BY BROKER - ---------------------- THERE ARE NO REPORTABLE BROKER TRANSACTIONS NOTE: TRANSACTIONS ARE BASED ON THE 12-31-93 MASTER TRUST VALUE (EXCLUDING ACCRUALS) OF 29,866,174.35. -13- EXHIBITS 1. Consent of KPMG Peat Marwick LLP. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. FOODMAKER, INC. EASY$AVER PLUS PLAN Date: June 23, 1995 By: WILLIAM E. RULON ----------------------------- William E. Rulon Member, Administrative Committee -14- 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 June 16, 1995, relating to the statements of net assets available for plan benefits with fund information of Foodmaker, Inc. Easy$aver Plus Plan as of December 31, 1994 and 1993, and the related statements of changes in net assets available for plan benefits with fund information for each of the years in the two-year period ended December 31, 1994, and all related schedules, which report appears in the December 31, 1994 annual report on Form 11-K of the Foodmaker, Inc. Easy$aver Plus Plan. KPMG PEAT MARWICK LLP San Diego, California June 26, 1995