Burger King Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
OR
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-32875
A.
Full title of the plan and the address of the plan if different from that of the issuer named below:
Burger King Savings Plan
B: Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Burger King Holdings, Inc.
5505 Blue Lagoon Drive
Miami, Florida 33126
Burger King Savings Plan Financial Statements as of and for the Years Ended December 31, 2007
and 2006, and Supplemental Schedule as of December 31, 2007, and Reports of Independent
Registered Public Accounting Firms
BURGER KING SAVINGS PLAN
Table of Contents
Report of Independent Registered Public Accounting Firm
Benefits and Investment Committee
Burger King Corporation:
We have audited the accompanying statements of net assets available for benefits of the Burger King
Savings Plan as of December 31, 2007 and 2006, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are the responsibility
of the Plans management. Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and 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 at December 31, 2007 and 2006, and the
changes in its net assets available for benefits for the years then ended, 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 financial statements taken
as a whole. The accompanying supplemental Schedule of Assets (Held at End of Year) as of December
31, 2007 is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Cherry, Bekaert & Holland, L.L.P.
West Palm Beach, Florida
June 27, 2008
1
BURGER KING SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Assets: |
|
|
|
|
|
|
|
|
Investments, at fair value: |
|
|
|
|
|
|
|
|
Interest in mutual funds |
|
$ |
63,163,656 |
|
|
$ |
67,542,103 |
|
Interest in collective trusts |
|
|
62,136,273 |
|
|
|
49,536,428 |
|
Interest in other investments |
|
|
179,701 |
|
|
|
192,522 |
|
Burger King Holdings, Inc.
common stock |
|
|
216,408 |
|
|
|
|
|
Participant loans |
|
|
4,299,666 |
|
|
|
3,618,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
|
129,995,704 |
|
|
|
120,889,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables: |
|
|
|
|
|
|
|
|
Employer contributions |
|
|
176,469 |
|
|
|
175,101 |
|
Participant contributions |
|
|
234,159 |
|
|
|
219,618 |
|
Accrued interest |
|
|
635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total receivables |
|
|
411,263 |
|
|
|
394,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
30,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits at fair value |
|
$ |
130,437,041 |
|
|
$ |
121,284,700 |
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
|
|
389,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits |
|
$ |
130,826,463 |
|
|
$ |
121,284,700 |
|
|
|
|
|
|
|
|
See accompanying notes to financial statements
2
BURGER KING SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2007 and 2006
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Additions to net assets attributed to: |
|
|
|
|
|
|
|
|
Investment income: |
|
|
|
|
|
|
|
|
Net appreciation in fair value of investments |
|
$ |
9,287,577 |
|
|
$ |
14,762,679 |
|
Dividends |
|
|
|
|
|
|
2,620 |
|
Interest |
|
|
282,492 |
|
|
|
196,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
9,570,069 |
|
|
|
14,961,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions: |
|
|
|
|
|
|
|
|
Participant rollover |
|
|
416,966 |
|
|
|
229,687 |
|
Employer |
|
|
5,027,074 |
|
|
|
7,574,320 |
|
Participant |
|
|
7,553,574 |
|
|
|
7,212,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions |
|
|
12,997,614 |
|
|
|
15,016,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total additions |
|
|
22,567,683 |
|
|
|
29,977,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deductions from net assets attributed to: |
|
|
|
|
|
|
|
|
Benefits paid to participants |
|
|
12,973,306 |
|
|
|
13,149,912 |
|
Administrative expenses |
|
|
52,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deductions |
|
|
13,025,920 |
|
|
|
13,149,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase |
|
|
9,541,763 |
|
|
|
16,828,080 |
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits, beginning of year |
|
|
121,284,700 |
|
|
|
104,456,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits, end of year |
|
$ |
130,826,463 |
|
|
$ |
121,284,700 |
|
|
|
|
|
|
|
|
See accompanying notes to financial statements
3
Note 1 Description of the Plan
The following description of the Burger King Savings Plan (the Plan) provides only general
information. Participants should refer to the Plan document for a more complete description of
the Plans provisions. A copy of the Plan was filed as Exhibit 10.40 to the registration
statement on form S-8 (File No. 333-144592) filed on July 16, 2007 with the Securities and
Exchange Commission.
The Plan is a defined contribution plan and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). Merrill Lynch Bank & Trust Company, FSB,
Minneapolis, Minnesota, is the trustee of the Plan (the Trustee) effective July 1, 2007.
Wachovia Bank, NA was appointed trustee of the plan for the period April 1, 2007 through June
30, 2007. Prior to April 1, 2007, Ameriprise Trust Company was the trustee of the Plan.
The Plan was adopted on October 1, 1990 by the board of directors of Burger King Corporation
(the Company, Plan Administrator and Sponsor) under Section 401(k) of the Internal Revenue
Code (the Code). Eligible employees of the Company may elect to contribute a percentage of
their pretax annual compensation. These contributions are tax deferred within the meaning of
Section 401(k) of the Code. Earnings from these contributions accumulate in the Plan free of
tax. At the inception of the Plan, participant accounts of all employees of the Sponsor
participating in the Pillsbury Savings Plan (the Pillsbury Plan) were transferred into the
Plan effective October 1, 1990.
Effective December 31, 2005 all benefits accrued under the Burger King Retirement Plan were
frozen at the benefit level attained on that date. The Company approved a distribution
totaling $6 million on behalf of those participants who were affected by the curtailment of
the Retirement Plan. Approximately $2 million of the distribution was allocated to plan
participants affected by the Retirement Plan curtailment who participate in the Savings Plan.
The Savings Plan could not legally accept the funds at December 31, 2005 as the contribution
was not allowed by the Plan provisions. The Plan was amended on January 1, 2006 to be able to
accept the $2M contribution (special transition contributions). The contribution was received
by the Plan on February 10, 2006.
Effective January 1, 2006, the Plan was amended to convert the Plan to a Safe Harbor Plan, to
provide for catch-up contributions by participants who have attained age 50 before the close
of the plan year, to satisfy the alternative methods of meeting nondiscrimination
requirements, to provide additional financial needs for hardship withdrawals and redefine
employer matching contributions.
Effective July 20, 2007, the Plan was amended to permit participants to invest a portion of
their contributions in the common stock of Burger King Holdings, Inc., the parent of the
Company (Employer Stock), subject to certain limitations. Participants may invest no more
than 10% of their contributions and the Companys matching contributions in Employer Stock.
(a) Eligibility and Participation
Participation in the Plan is voluntary. Under the Plan, those eligible to participate are
all employees who are age 21 or older and have completed 1,000 hours of service during a
12-month period ending on the first anniversary of date of hire or subsequent calendar
years, who are not leased employees, who are not members of a collective bargaining unit,
and who are not temporary employees. Once these requirements are met, employees who
enroll in the Plan will be eligible to participate on the first day of the month
following the date on which they became eligible.
4
Note 1 Description of the Plan (continued)
Employees of the Company who were participants in the Pillsbury Plan immediately
preceding October 1, 1990 and whose Pillsbury Plan account balances were transferred to
the Plan were automatically enrolled as participants in the Plan as of October 1, 1990.
Each employee may participate simultaneously in more than one fund. Participation in
each fund, by number of employees at December 31, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
PIMCO Total Return Bond Fund |
|
|
78 |
|
|
|
|
|
Alliance
Bernstein Small/Mid Cap Value Fund |
|
|
150 |
|
|
|
|
|
Calvert Large Growth Fund |
|
|
114 |
|
|
|
|
|
Davis New York Venture Fund |
|
|
955 |
|
|
|
|
|
Columbia Acorn USA Fund |
|
|
688 |
|
|
|
|
|
RVS Large Cap Equity Fund |
|
|
|
|
|
|
936 |
|
AIM Basic Balanced Fund |
|
|
|
|
|
|
774 |
|
Janus Overseas Fund |
|
|
857 |
|
|
|
740 |
|
Baron Asset Fund |
|
|
|
|
|
|
667 |
|
Burger King Holdings, Inc. |
|
|
108 |
|
|
|
|
|
Burger King Self-Directed Fund |
|
|
3 |
|
|
|
5 |
|
Merrill Lynch Equity Index Trust |
|
|
650 |
|
|
|
|
|
Retirement Preservation Fund |
|
|
3,807 |
|
|
|
|
|
Manning & Napier Retirement Target 2020 |
|
|
710 |
|
|
|
|
|
Manning & Napier Retirement Target 2030 |
|
|
32 |
|
|
|
|
|
Manning & Napier Retirement Target 2040 |
|
|
26 |
|
|
|
|
|
RVST Income Fund II |
|
|
|
|
|
|
5,229 |
|
RVST Equity Index Fund II |
|
|
|
|
|
|
613 |
|
Loans to participants |
|
|
662 |
|
|
|
867 |
|
(b) Contributions
A participant can elect to contribute up to 50% of their compensation (base pay plus
overtime, including sick leave, vacation, and holiday pay) to the Plan (the basic
contribution). However, highly compensated employees contribution amounts may be limited
in order to comply with IRS regulations. The participants basic contributions cannot
exceed $15,500 and $15,000 for the years ended December 31, 2007 and 2006, respectively.
Prior to January 1, 2006, the Company matched 100% of the first 1% of director and
officer compensation, not to exceed $1,000. The Company matched 50% of the first 4% of
compensation for salaried employees who were 40 years of age or older on June 30, 2001,
and elected to continue their participation in the Burger King Retirement Plan. For each
hourly employee and salaried employee who was under age 40 at June 30, 2001 or was
40 years of age or older on June 30, 2001 and elected to freeze benefit accrual under the
Burger King Retirement Plan, the Company matched 100% of the first 6% of compensation.
The Plan was amended effective January 1, 2006 whereby
5
Note 1 Description of the Plan (continued)
the Company matches 100% of the first 6% of compensation which has been contributed by a
participant. In addition, participants may roll over to the Plan eligible distributions
which they received from the qualified pension plans of previous employers.
The Company may also make a non-elective contribution to the Plan for any Plan year.
Non-elective contributions may be made on behalf of all participants or on behalf of
non-highly compensated employees only, and shall be allocated to the participants based
on compensation.
The Company may also make special transition contributions effective with the plan
amendment as of January 1, 2006. Special transition contributions are allocated in a
manner determined by the Companys compensation committee. Special transition
contributions are not available for participant loans.
Participants are fully vested in their basic contributions. A participants interest in
matching contributions prior to the 2006 Plan year vest at a rate of 20% per year of
continuous service with 100% vesting after five years. A participants interest in
non-elective contributions vests after 5 years of continuous service. However, if a
participants service is terminated due to retirement, disability, or death, the matching
contributions are deemed to be fully vested.
Any non-vested portion of matching contributions credited to the accounts of participants
who withdraw prior to becoming fully vested is forfeited and used by the Company to
reduce future matching contributions. The Company utilized $466,582 and $253,208 of
forfeitures to reduce its matching contribution for the years ended December 31, 2007 and
2006 respectively. The amount of unutilized forfeitures was $303,195 and $468,641 for the
years ended December 31, 2007 and 2006, respectively.
(c) Payment of Benefits
Upon an employees termination of service, the Plan provides for a lump-sum distribution
or installment payments equal to the total value of the participants basic contribution
account and predecessor plan account, if any, and the vested portion of his/her matching
contribution account.
Note 2 Summary of Significant Accounting Policies
(a) General
Plan assets held under the Burger King Savings Plan are not subject to any outside liens,
pledges, or other security interests. The trustee does not insure any Plan assets.
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1
and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by
Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined
Contribution Health and Welfare and Pension Plans (the FSP), investment contracts
held by a defined contribution plan are required to be reported at fair value. However,
contract value is the relevant measurement attribute for that portion of the net assets
available for benefits of a defined contribution plan attributable to fully benefit
responsive investment contracts because contract value is the amount participants would
receive if they were to initiate permitted transactions under the terms of the plan. As
required by the FSP, the Statement of Net Assets Available for Benefits presents the
fair value of the investment contracts as well as the adjustment of the fully benefit
responsive investment contracts from fair value to contract value. The investment
contracts are among the underlying assets held in the collective trust Retirement
Preservation Fund.
(b) Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of
accounting. Investments are carried at fair value. Unrealized appreciation (depreciation)
resulting from changes in fair value and unit value are included in investment income.
Purchases and sales of securities are recorded on the trade date.
6
Note 2 Summary of Significant Accounting Policies (continued)
(c) Valuation of Investments
Investments are stated at fair value based on quoted market prices with the exception of
Merrill Lynch Equity Index Trust, Manning & Napier Retirement Target 2020, Manning &
Napier Retirement Target 2030, Manning & Napier Retirement Target 2040, Retirement
Preservation Fund, RVST Income Fund II and RVST Equity Index Fund II. The value of these
investments is determined each business day by dividing the fair value of the funds
assets by the number of fund units outstanding on that date. The result of this
calculation is the Funds net asset value (NAV). Participant loans are valued at their
outstanding balance, which approximates fair value. Purchases and sales of investments
are recorded on a trade-date basis. Interest and dividend income is recorded on the
accrual basis. Dividends are recorded on the ex-dividend date.
(d) Administrative Expenses
Certain administrative expenses of the Plan are paid by the Sponsor and are thus not
treated as deductions from net assets.
(e) Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of additions
to and deductions from net assets during the reporting period. Actual amounts could
differ from those estimates.
(f) Plan Risks and Concentrations
The Plan and the Plan assets are sensitive to economic pressures prevalent in the
investment market. The pressures primarily stem from interest rates and their effect on
bond rates, mortgage rates, the value of real estate, stock prices, credit risk and the
overall stability of the market. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in the values of
the investment securities will occur in the near term and that such changes could
materially affect participants account balances and the amounts reported in the
Statement of Net Assets Available for Benefits. Certain Plan investments are shares of
mutual funds managed by the trustee.
Change in the trustees management may affect operating results of the funds adversely.
Additionally, the financial position of the plan Sponsor may have a significant impact on
the Plan. Specifically, this includes the ability of the plan administrator to continue
to make contributions under the matching program and/or the stability of the Companys
operations. Other external factors which may affect the Plan and the Plan assets include
legislation or regulations established by the Internal Revenue Service, ERISA, and/or the
U.S. Department of Labor.
Note 3 Investments
Contributions remitted to the trustee are credited to participants accounts as part of the
trust fund under the Plan. The trust fund is invested by the trustee pursuant to the
provisions of a trust agreement and direction from the participants. A participant may change
his/her fund designations daily as to investment of future contributions. A participant may
also, at such times during each Plan year as the Burger King Benefits and Investment Committee
(the Committee) may designate, at its sole discretion (currently on a daily basis), elect to
liquidate all or part of the balances in one or more investment funds and transfer the
proceeds into one or more of the other available investments funds.
7
Note 3 Investments (continued)
Investments in any of the investment funds are made at the sole discretion of the participant.
The following table represents the fair value of investments as of December 31, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Investments at fair value as determined by quoted market
price: |
|
|
|
|
|
|
|
|
Mutual fund PIMCO Total Return
Bond Fund |
|
$ |
1,598,483 |
|
|
$ |
|
|
Mutual fund Alliance Bernstein
Small/Mid Cap Value Fund |
|
|
905,654 |
|
|
|
|
|
Mutual fund Calvert Large
Growth Fund |
|
|
794,122 |
|
|
|
|
|
Mutual fund Davis New York
Venture Fund* |
|
|
24,174,695 |
|
|
|
|
|
Mutual fund Columbia Acorn USA
Fund* |
|
|
9,623,601 |
|
|
|
|
|
Mutual fund RVS Large Cap
Equity Fund** |
|
|
|
|
|
|
26,544,114 |
|
Mutual fund AIM Basic Balanced
Fund** |
|
|
|
|
|
|
11,747,857 |
|
Mutual fund Janus Overseas Fund*,** |
|
|
26,067,102 |
|
|
|
18,615,756 |
|
Mutual fund Baron Asset Fund** |
|
|
|
|
|
|
10,634,376 |
|
*** Common stock Burger King
Holdings, Inc. |
|
|
216,408 |
|
|
|
|
|
*** Brokerage account Burger King
Self-Directed Fund |
|
|
179,701 |
|
|
|
192,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,559,766 |
|
|
|
67,734,625 |
|
|
|
|
|
|
|
|
Investments at estimated fair value: |
|
|
|
|
|
|
|
|
*** Collective trust Merrill Lynch
Equity Index Trust* |
|
|
8,608,604 |
|
|
|
|
|
*** Collective trust Retirement
Preservation Fund* |
|
|
42,118,483 |
|
|
|
|
|
Collective trust Manning &
Napier Retirement Target 2020* |
|
|
11,192,853 |
|
|
|
|
|
Collective trust Manning &
Napier Retirement Target 2030 |
|
|
152,312 |
|
|
|
|
|
Collective trust Manning &
Napier Retirement Target 2040 |
|
|
64,020 |
|
|
|
|
|
Collective trust RVST Income
Fund II** |
|
|
|
|
|
|
41,453,611 |
|
Collective trust RVST Equity
Index Fund II** |
|
|
|
|
|
|
8,082,817 |
|
Loans to participants |
|
|
4,299,666 |
|
|
|
3,618,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,435,938 |
|
|
|
53,155,356 |
|
|
|
|
|
|
|
|
|
Total investments at fair value |
|
$ |
129,995,704 |
|
|
$ |
120,889,981 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Represents greater than 5% of the Plans net assets as
of December 31, 2007. |
|
** |
|
Represents greater than 5% of the Plans net assets as
of December 31, 2006. |
|
*** |
|
Related Party |
8
Note 3 Investments (continued)
The following summarizes the net appreciation (depreciation) (including gains and losses on
investments bought and sold as well as held during the year) of investments for the years
ended December 31, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Investments at fair value as determined by quoted
market price: |
|
|
|
|
|
|
|
|
Mutual fund PIMCO Total Return Bond Fund |
|
$ |
70,654 |
|
|
$ |
|
|
Mutual fund
Alliance Bernstein Small/Mid Cap Value Fund |
|
|
(54,599 |
) |
|
|
|
|
Mutual fund Calvert Large Growth Fund |
|
|
9,963 |
|
|
|
|
|
Mutual fund Davis New York Venture Fund* |
|
|
(850,852 |
) |
|
|
|
|
Mutual fund Columbia Acorn USA Fund* |
|
|
(720,638 |
) |
|
|
|
|
Mutual fund RVS Large Cap Equity Fund |
|
|
1,602,473 |
|
|
|
2,688,776 |
|
Mutual fund RVS New Dimensions Fund |
|
|
|
|
|
|
1,013,639 |
|
Mutual fund AIM Basic Balanced Fund |
|
|
680,118 |
|
|
|
1,129,908 |
|
Mutual fund Janus Overseas Fund |
|
|
5,282,576 |
|
|
|
5,721,078 |
|
Mutual fund Baron Asset Fund |
|
|
926,258 |
|
|
|
1,322,224 |
|
Burger King Holdings, Inc. |
|
|
26,113 |
|
|
|
|
|
Burger King Self-Directed Fund |
|
|
28,405 |
|
|
|
102,988 |
|
|
|
|
|
|
|
|
|
|
|
7,000,471 |
|
|
|
11,978,613 |
|
|
|
|
|
|
|
|
Investments at estimated fair value: |
|
|
|
|
|
|
|
|
Collective trust Merrill Lynch Equity Index Trust |
|
|
(210,757 |
) |
|
|
|
|
Collective trust Retirement Preservation Fund |
|
|
1,022,290 |
|
|
|
|
|
Collective
trust Manning & Napier Retirement Target 2020 |
|
|
(31,041 |
) |
|
|
|
|
Collective trust Manning & Napier Retirement Target 2030 |
|
|
(3,296 |
) |
|
|
|
|
Collective trust Manning & Napier Retirement Target 2040 |
|
|
(1,082 |
) |
|
|
|
|
Collective trust RVST Income Fund II |
|
|
939,467 |
|
|
|
1,706,173 |
|
Collective trust RVST Equity Index Fund II |
|
|
571,525 |
|
|
|
1,077,893 |
|
|
|
|
|
|
|
|
|
|
|
2,287,106 |
|
|
|
2,784,066 |
|
|
|
|
|
|
|
|
|
|
|
$ |
9,287,577 |
|
|
$ |
14,762,679 |
|
|
|
|
|
|
|
|
9
Note 4 Withdrawals and Loans
Participants in the Plan may borrow up to the lesser of 50% of their vested account balance or
$50,000. They are allowed a maximum of two outstanding loans and the minimum amount of any
loan is $1,000. Participant loans bear a reasonable rate of interest, as determined by the
plan administrator; have a term of no more than five years, unless for the purchases of a
principal residence, which loans have a 20-year limit; and require at least monthly principal
and interest payments.
Participants may withdraw a portion of their contributions upon demonstrating a financial
hardship and must also be incapable of receiving a loan from the Plan.
Loans in default are deemed distributions in accordance with the Plan document. If on a
participants settlement date any loan or portion of a loan, together with accrued interest
thereon, remains unpaid, the participant will be notified that payment of the unpaid loan
balance plus interest thereon is due. If such payment is not made within 60 days from receipt
of such notice, an amount equal to such loan or part thereof, together with accrued interest
thereon, shall be charged to the participants accounts after all other adjustments required
under the Plan, but before any distribution.
Note 5 Related-Party Transactions
Certain Plan investments are shares of funds managed by Merrill Lynch Trust Company, FSB.
Merrill Lynch Trust Company is the trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest. In addition the Plan was amended July 20, 2007 to
allow participants to invest in the common stock of Burger King Holdings, Inc., the parent of
the Company. These transactions also qualify as party-in-interest.
Note 6 Federal Income Tax Status
The Internal Revenue Service has issued a favorable determination letter dated July 23, 2003,
indicating that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code
(the Code), and that the trust established therewith is exempt from federal income tax under
Section 501(a) of the Code. The plan administrator believes that the Plan continues to operate
as designed and the related trust continues to be exempt from federal income tax.
Participants are not taxed currently on the contributions to the Plan or on income earned by
the Plan. Distributions of benefits to participants, their estates or beneficiaries, generally
are subject to income tax at the time of distribution. The rate and amount of the tax will
depend on the method and form of the distributions, the employees age, length of service, and
status when distribution is made.
Note 7 Plan Termination
While the Sponsor has not expressed any intent to do so, it has the right under the Plan to
terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts including match
contributions from the Plan Administrator.
10
BURGER KING SAVINGS PLAN
Form 5500, Schedule H, Part IV, Line 4i
Schedule of Assets (Held at End of Year)
EIN: 59-0787929, PN: 003
December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
(d) |
|
|
(e) |
|
|
|
Identity of issuer, borrower, |
|
Description of |
|
|
|
|
Current |
|
|
|
lessor, or similar party |
|
investment |
|
Cost |
|
|
value |
|
* |
|
Retirement Preservation Fund |
|
Collective trust |
|
$ |
41,564,736 |
|
|
$ |
42,118,483 |
|
* |
|
Merrill Lunch Equity Index Trust |
|
Collective trust |
|
|
8,803,876 |
|
|
|
8,608,604 |
|
|
|
Manning & Napier Retirement Target 2020 |
|
Collective trust |
|
|
11,218,910 |
|
|
|
11,192,853 |
|
|
|
Manning & Napier Retirement Target 2030 |
|
Collective trust |
|
|
155,740 |
|
|
|
152,312 |
|
|
|
Manning & Napier Retirement Target 2040 |
|
Collective trust |
|
|
64,977 |
|
|
|
64,020 |
|
|
|
PIMCO Total Return Bond Fund |
|
Mutual fund |
|
|
1,559,740 |
|
|
|
1,598,483 |
|
|
|
Alliance Bernstein Small/Mid Cap
Value Fund |
|
Mutual fund |
|
|
1,027,559 |
|
|
|
905,654 |
|
|
|
Calvert Large Growth Fund |
|
Mutual fund |
|
|
791,775 |
|
|
|
794,122 |
|
|
|
Davis New York Venture Fund |
|
Mutual fund |
|
|
25,272,874 |
|
|
|
24,174,695 |
|
|
|
Janus Overseas Fund |
|
Mutual fund |
|
|
25,930,088 |
|
|
|
26,067,102 |
|
|
|
Columbia Acorn USA Fund |
|
Mutual fund |
|
|
10,722,951 |
|
|
|
9,623,601 |
|
* |
|
Burger King Holdings, Inc. |
|
Common Stock |
|
|
191,084 |
|
|
|
216,408 |
|
* |
|
Burger King Self-Directed Fund |
|
Stocks |
|
|
N/A |
|
|
|
179,701 |
|
|
|
Participant loans |
|
Interest 4% to 8.25% maturities through 2024 |
|
|
|
|
|
|
4,299,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
|
|
|
|
|
|
|
|
389,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
130,385,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
11
SIGNATURES
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.
BURGER KING SAVINGS PLAN
BENEFITS COMMITTEE OF THE BOARD OF DIRECTORS, BURGER KING CORPORATION
PLAN ADMINISTRATOR
|
|
|
|
|
|
|
|
Date: June 30, 2008 |
By: |
|
/s/ Susan Kunreuther
|
|
|
Name: |
Susan Kunreuther |
|
|
Title: |
VP, Total Rewards |
|
12