CUSIP 925817108 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
VICORP Restaurants, Inc.
(Name of Issuer)
Common Stock (par Value $.05)
(Title of Class of Securities)
925817108
(CUSIP Number)
Leslie M. Kratter
Franklin Advisory Services, LLC
777 Mariners Island Blvd.
San Mateo, California 94404
(650) 312-4018
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 9, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-l(b)(3) or
(4), check the following box [X].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Advisory Services, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
493,763 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
493,763 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
493,763 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.3%
14. TYPE OF REPORTING PERSON IA
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
493,763 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.3%
14. TYPE OF REPORTING PERSON HC
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
493,763 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.3%
14. TYPE OF REPORTING PERSON HC
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
493,763 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.3%
14. TYPE OF REPORTING PERSON HC
Item 1. Security and Issuer
This statement relates to the Common Stock (the "Common Stock ") of
VICORP Restaurants, Inc. (the "Issuer"). The Issuer's principal
executive offices are located at 400 West 48 th Avenue, Denver, CO
80216.
Item 2. Identity and Background
(a) Name:
Franklin Advisory Services, LLC ("FASI")
(b) State of Organization:
Delaware
(c) Principal Business:
An investment adviser registered with the U.S. Securities
and Exchange Commission and investment adviser to a
number of the open and closed-end investment companies in
the Franklin Templeton Group of Funds.
Address of Principal Business/Principal Office:
One Parker Plaza, Sixteenth Floor
Fort Lee, NJ 07024
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Franklin Resources, Inc. ("FRI")
(b) State of Organization:
Delaware
(c) Principal Business:
A diversified financial services holding company whose
primary business is providing, through operating
subsidiaries, management, administrative, and
distribution services to the open and closed-end
investment companies comprising the Franklin Templeton
Group of Funds, managed accounts and other investment
products.
Address of Principal Business/Principal Office:
777 Mariners Island Blvd.
San Mateo, CA 94404
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Charles B. Johnson
(b) Business Address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Principal Business:
Chairman of the Board/Chief Executive Officer/Member -
Office of the Chairman/Director/Principal Shareholder,
Franklin Resources, Inc., Parent Company of a number of
investment advisers and administrative companies
providing investment advice and administrative services
to the Franklin Templeton Group of Funds, managed
accounts and other investment products.
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Rupert H. Johnson, Jr.
(b) Business Address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Principal Business:
Vice Chairman/Member - Office of the
Chairman/Director/Principal Shareholder, Franklin
Resources, Inc., Parent Company of a number of investment
advisers and administrative companies providing
investment advice and administrative services to the
Franklin Templeton Group of Funds, managed accounts and
other investment products.
Senior Vice President, FASI
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) The name, residence or business address, and the principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted, of each executive officer and director and
each controlling person, if any, of the reporting persons named
above is set forth in Exhibit A hereto. To the best knowledge of
the persons listed in Item 2 hereof, each person listed on Exhibit
A is a United States citizen except where otherwise noted and,
during the last five years, no person listed in Exhibit A attached
(i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to, a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired with funds of
approximately $6,279,652.17 (including brokerage
commissions). All such funds were provided by FASI's advisory
clients.
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by FASI's
advisory clients for the purpose of investment. Neither FASI, nor
any executive officer or director of FASI, has any present plans or
intentions to acquire or dispose of any securities of the Issuer
other than on behalf of FASI's clients for the purpose of
investment.
FASI has been approached by another shareholder seeking FASI's
viewpoint as to the make-up of the Board of Directors. It is
FASI's view generally that a strong, independent board, with depth
of experience in the Company's own industry and in public company
governance, is beneficial to shareholders' interest.
FASI expects to discuss such matters with management of Issuer as
well as other shareholders should such discussions be, in FASI's
view, helpful in securing shareholder value. FASI may also suggest
or take a position with respect to potential changes in the
operations, management or capital structure of Issuer as a means of
enhancing shareholder value.
In the future, FASI may decide to purchase on behalf of its
advisory clients additional shares of the Common Stock or other
securities of the Issuer. In addition, FASI may cause its advisory
clients to dispose of any or all securities of the Issuer in any
manner permitted by applicable securities laws. FASI's advisory
clients reserve the right to exercise any and all of their
respective rights as a stockholder of the Issuer in a manner
consistent with their equity interests.
Other than as described above, neither FASI nor any executive
officer or director of FASI, has any present plans or proposals
which relate to or would result in:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(ii) the sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(iii) any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(iv) any material change in the present capitalization or dividend
policy of the Issuer;
(v) any other material change in the Issuer's business or
corporate structure;
(vi) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(vii) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(viii) a class of equity security of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(ix) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) FASI's advisory clients are the owners of 493,763 shares of
the Common Stock representing approximately 7.3% of the outstanding
shares of Common Stock. Since FASI's advisory contracts with its
clients grant to FASI sole investment power over the securities
owned by its advisory clients, FASI may be deemed to be, for
purposes of Rule 13d-3 under the 1934 Act (the "1934 Act"), the
beneficial owner of the securities covered by this statement.
Franklin Balance Sheet Investment Fund, one of the series
comprising Franklin Value Investors Trust, an open-end investment
company registered under the Investment Company Act of 1940, is an
advisory client of FASI. Franklin Balance Sheet Investment Fund may
be deemed to be the beneficial owner of 493,763 Shares representing
approximately 7.3% of the outstanding Common Stock of the Issuer.
FASI is a limited liability company the managing member and sole
member of which is Franklin/Templeton Distributors, Inc. which is a
wholly-owned subsidiary of FRI. Charles B. Johnson and Rupert H.
Johnson, Jr. (the "Principal Shareholders") each own in excess of
10% of the outstanding Common Stock of FRI and are the principal
shareholders of FRI. FRI and the Principal Shareholders therefore
may be deemed to be, for purposes of Rule 13d-3 under the 1934 Act,
the beneficial owner of securities held by persons and entities
advised by FRI subsidiaries. However, no investment advisory
personnel of FRI subsidiaries other than FASI's are involved in the
investment management decisions of FASI. Moreover, FASI, FRI and
the Principal Shareholders each disclaim any economic interest or
beneficial ownership in any of the securities covered by this
statement owned by advisory clients of FRI subsidiaries.
Furthermore, FASI, FRI and the Principal Shareholders are of the
view that they are not acting as a "group" for purposes of Section
13(d) under the 1934 Act and that they are not otherwise required
to attribute to each other the "beneficial ownership" of securities
held by any of them or by any persons or entities advised by FRI
subsidiaries.
(c) All transactions in the shares of the Common Stock within the
past sixty days are listed on Exhibit B attached hereto.
(d) No person other than respective advisory clients of FASI have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of the securities being
reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships
with Respect
to Securities of the Issuer
Other than as disclosed above, no persons named in Item 2 herein,
nor to the best of such person's knowledge, no person named in
Exhibit A hereto, has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to
any securities of the Issuer, including, but not limited to,
transfer or voting of any securities, finders' fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit A Executive Officers and Directors of Reporting Persons
Exhibit B Summary of Transactions Within the Last Sixty Days
After reasonable inquiry, and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete, and correct.
February 9, 2000
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Senior Vice President and Secretary, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of
Attorney attached to this Schedule 13D
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of
Attorney attached to this Schedule 13D
Franklin Advisory Services, LLC
(Registrant)
By: Franklin/Templeton Distributors, Inc.
Its: Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with each other of the attached statement on
Schedule 13D and to all amendments to such statement and that such
statement and all amendments to such statement is made on behalf of
each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this
agreement on February 9, 2000.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Senior Vice President and Secretary, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of
Attorney attached to this Schedule 13D
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of
Attorney attached to this Schedule 13D
Franklin Advisory Services, LLC
(Registrant)
By: Franklin/Templeton Distributors, Inc.
Its: Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints LESLIE M. KRATTER his true and
lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints LESLIE M. KRATTER his true
and lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\RUPERT H. JOHNSON, JR.
Exhibit A
EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address
Bruce Baughman
Senior Vice President - FASI
FASI
Jennifer J. Bolt
Vice President - FRI
FRI
Harmon E. Burns
Vice Chairman/Member - Office of the Chairman/Director - FRI
FRI
Martin L. Flanagan
President/Member - Office of the President - FRI
Chief Financial Officer - FASI
FRI
Barbara J. Green
Vice President/Deputy General Counsel - FRI
FRI
Allen J. Gula, Jr.
President/Member - Office of the President - FRI
FRI
F. Warren Hellman
Director - FRI
Partner in investment management firm
Hellman & Friedman, 1 Maritime Plaza, 12th Floor,
San Francisco, CA 94111
Donna S. Ikeda
Vice President - Human Resources - FRI
FRI
Charles B. Johnson
Chairman of the Board/Chief Executive Officer/Member - Office of
the Chairman/Director/Principal Shareholder - FRI
FRI
Charles E. Johnson
President/Member - Office of the President/Director - FRI
FRI
Gregory E. Johnson
President/Member - Office of the President - FRI
FRI
Rupert H. Johnson, Jr.
Vice Chairman/Member - Office of the Chairman/Director/Principal
Shareholder - FRI
Senior Vice President - FASI
FRI
Harry O. Kline
Director - FRI
6501 Red Hook Plaza, #201, St. Thomas, VI 00802
Elizabeth Knoblock
Assistant Secretary - FRI
Senior Vice President/General Counsel/Secretary for Templeton
Investment Counsel, Inc.
Templeton Investment Counsel, Inc., 500 E. Broward,
Ft. Lauderdale, FL 22294
Leslie M. Kratter
Senior Vice President/Secretary - FRI
Secretary - FASI
FRI
Kenneth A. Lewis
Vice President/Corporate Controller - FRI
Controller - FASI
FRI
William J. Lippman
Senior Vice President - FRI
President - FASI
FASI
James A. McCarthy
Director - FRI
Private Investor
101 California Street, Suite 1400, San Francisco, CA 94111
Margaret McGee
Vice President - FASI
FASI
Peter M. Sacerdote
Director - FRI
Limited Partner/Chair of Investment Committee, Goldman, Sachs
Group, L.P.,
Investment banking
Goldman, Sachs & Co. 85 Broad Street, New York, NY 10004
Murray L. Simpson
Executive Vice President/General Counsel - FRI
FRI
Philip Smith
Vice President - FASI
FASI
Charles R. Sims
Vice President/Treasurer - FRI
Treasurer - FASI
FRI
Donald Taylor
Senior Vice President - FASI
FASI
Louis E. Woodworth
Director - FRI
Private Investor/President, Alpine Corp.
Alpine Corp., 1505 7th Avenue, Seattle, WA 98119
FRI Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404
Parent Company of a number of investment advisers and
administrative companies providing investment advice and
administrative services to the Franklin Templeton Group of Funds,
managed accounts and other investment products.
FASI Franklin Advisory Services, LLC
One Parker Plaza, 16th Floor
Ft. Lee, NJ 07024
An investment adviser to a number of the open and closed-end
investment companies in the Franklin Templeton Group of Funds.
Exhibit B
Summary of Transactions Within the Last Sixty Days
Date Buy/Sell No. of Shares Price
12/23/99 Sell 112,937 $19.0000
