UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO ANNUAL REPORT
Pursuant to Section 13 or 15(d) of THE SECURITIES
EXCHANGE ACT OF 1934
VICORP RESTAURANTS, INC.
____________________________
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report of 1993 on Form 10-K
as set forth in the pages attached hereto:
Exhibit 23 is hereby added, which exhibit adds the Consent of
Independent Public Accountants relating to the registrant's
employees' profit sharing plan.
Exhibit 99 is hereby added, which exhibit contains the financial
statements of the registrant's employees' profit sharing plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
VICORP Restaurants, Inc.
(Registrant)
By Dennis L. Kuper, Executive
Vice President/Finance
Date: April 20, 1994
Commission File Number 0-12343
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN
STATEMENTS OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
____________ ____________
<S> <C> <C>
ASSETS
Cash $ 1,306 $ 37,043
Investments, at fair value (Note 2, and Schedule I)
Common stock of VICORP Restaurants, Inc. 1,764,459 2,046,600
Mutual fund securities 4,646,896 4,185,638
Guaranteed investment contracts 5,783,190 3,015,997
Short-term investments 1,898,497 2,326,853
Real estate 2,108,000 2,108,000
Notes receivable from participants (Note 3) 1,595,138 1,209,214
Contributions receivable (Note 4)
Company 848,761 817,869
Participants 99,447 68,589
Interest and other receivables 8,729 12,071
___________ ___________
Total assets 18,754,423 15,827,874
___________ ___________
LIABILITIES AND PLAN EQUITY
Refunds payable to participants 220,425 316,563
Accrued expenses 21,741 58,962
___________ ___________
Total liabilities 242,166 375,525
___________ ___________
PLAN EQUITY $ 18,512,257 $ 15,452,349
=========== ===========
The accompanying notes and schedules are an integral part of the financial statements.
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN
STATEMENTS OF PLAN INCOME AND CHANGES TO PLAN EQUITY
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1993 1992 1991
____________ ___________ __________
<S> <C> <C> <C>
NET INVESTMENT INCOME
Interest income $ 477,321 $ 489,497 $ 442,576
Dividend income 478,599 340,271 169,311
Rental income 232,968 232,271 232,271
Administrative expenses (50,246) (62,240) (60,016)
____________ ____________ ____________
Net investment income 1,138,642 999,799 784,142
NET REALIZED GAINS (LOSSES) (Note 7)
Employer common stock (28,440) 3,236 6,675
Other investments 121,454 58,390 20,547
UNREALIZED APPRECIATION (DEPRECIATION)
Employer common stock (458,386) 368,481 82,472
Other investments 375,302 (71,803) 384,256
CONTRIBUTIONS RECEIVED OR ACCRUED (Note 4)
Company 848,761 817,869 650,622
Participants 2,631,285 2,591,125 1,985,946
____________ ____________ ____________
Total additions 4,628,618 4,767,097 3,914,660
____________ ____________ ____________
WITHDRAWALS, NET OF FORFEITURES (Note 5)
Participant withdrawals 1,603,875 1,584,312 1,096,254
Forfeitures redistributed (35,165) (20,524) (13,833)
____________ ____________ ____________
Net withdrawals 1,568,710 1,563,788 1,082,421
____________ ____________ ____________
NET INCREASE IN PLAN EQUITY 3,059,908 3,203,309 2,832,239
PLAN EQUITY AT BEGINNING OF YEAR 15,452,349 12,249,040 9,416,801
____________ ____________ ____________
PLAN EQUITY AT END OF YEAR $ 18,512,257 $ 15,452,349 $ 12,249,040
============ ============ ============
The accompanying notes and schedules are an integral part of the financial statements.
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
-------------------
The VICORP Restaurants, Inc., Employees' Profit Sharing Plan (the
"Plan"), was established October 1968, for the exclusive benefit of
VICORP Restaurants, Inc. (the "Company or VICORP") employees and their
beneficiaries. The Plan is a defined contribution plan covering all
employees of the Company who are at least 21 years of age and have
completed one year of service as defined in the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA"). Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions. It is
administered by the Plan Managers and Plan Administrator, all appointed
by the Company's Board of Directors. The Plan's assets are managed
through a trust agreement with Colorado National Bank (formerly Central
Bank of Denver), (the "Trustee"). Effective January 1, 1994, the Bank
of Cherry Creek was named as successor Trustee for the Plan. Certain
administrative and accounting services of the Plan are provided by the
Company at no cost.
2. Summary of Significant Accounting Policies
------------------------------------------
The financial statements of the Plan are presented on the accrual basis
of accounting.
Assets of the Plan are valued at fair values as of the end of the Plan
year. Fair value is determined as follows:
a. Investments in publicly traded stocks, bonds and mutual funds are
valued based upon available market quotations as of the last
business day of the Plan year.
b. Investments in short-term cash equivalents are valued at cost,
which approximates market value.
c. Guaranteed investment contracts are valued at the original invest-
ment plus interest earned through the last day of the Plan year.
d. Real estate investments are valued at appraised value, as
determined by independent appraisals performed from time to time
and as adjusted by the Plan Managers when, in their judgment,
material changes in value have occurred.
Unrealized appreciation or depreciation is the difference between the
fair value at the end of the current year and the cost of the invest-
ment, if acquired during the current Plan year, or the fair value at the
beginning of the Plan year.
Realized gain or loss on investments is the difference between the sales
proceeds and the value at the beginning of the year of the Plan assets
sold, or original cost if acquired and sold during the same Plan year.
3. Investment Programs
-------------------
Participants Contributions
Effective April 1, 1989, participants were allowed to designate the
investment of their contributions into various investment categories
selected by the Plan Managers. They may change investment selections
four times a year at the beginning of each calendar quarter.
Participants may select either one or any combination of investment
funds as long as at least 20% of each contribution is directed into each
fund selected.
The following summarizes the investment programs currently available to
participants:
The VICORP Restaurants, Inc. Common Stock Fund invests in VICORP
Common Stock, which is publicly traded in the over-the-counter
market and is quoted on the National Association of Securities
Dealers, National Market System.
The Guaranteed Investment Contract ("GIC") Fund invests in
guaranteed investment contracts issued by banks and triple A
rated insurance companies and the Fidelity Managed Income
Portfolio ("Fidelity Portfolio"). The Fidelity Portfolio is
comprised of high quality fixed and variable rate investment
contracts issued by insurance companies or banks; synthetic
contracts, and units of a money market portfolio. The Fidelity
Portfolio is managed by Fidelity Management Trust Company, a
division of Fidelity Investments. The GIC fund seeks protection
of principal with a fixed rate of return over a specified time
period, with both principal and interest guaranteed by the
issuing institution.
The Fidelity Magellan Fund is a publicly traded mutual fund that
actively seeks capital appreciation by investing in common stocks
and securities convertible into common stock. This fund is
managed by Fidelity Management & Research Company.
The Fidelity Puritan Fund is a publicly traded mutual fund that
seeks to produce as much income as possible while preserving
capital by investing in a broadly diversified portfolio of high
yielding securities, including common stocks, preferred stocks
and bonds and securities convertible into common stock. This
fund is managed by Fidelity Management & Research Company.
The Fidelity Equity-Income Fund is a publicly traded mutual fund
that seeks to produce income by investing primarily in income-
producing equity securities that also consider the potential for
capital appreciation. This fund is managed by Fidelity
Management & Research Company.
At December 31, 1992, proceeds in the amount of $2,270,616 from a
guaranteed investment contract that matured on December 31, 1992, were
invested in a temporary short-term cash investment pending reinvestment
in another guaranteed investment contract for the year 1993. These
funds were invested in the Fidelity GIC Open-End Portfolio on
January 7, 1993.
The Plan Manager may add or delete investment categories at any time, as
long as a diversified group of investment categories is available into
which participants may invest.
As of December 31, 1993, the number of participants in the above
described investment programs was as follows:
VICORP Stock Fund 1,055
GIC Fund 1,443
Fidelity Magellan Fund 911
Fidelity Puritan Fund 677
Fidelity Equity-Income Fund 613
Loan Fund (described below) 395
The total number of participants in the above listing is greater than
the total number of Plan participants because certain participants have
elected more than one fund.
Loans
Participants may borrow from their vested account balances to the extent
permitted by the Plan Manager and as provided under current regulatory
guidelines. Loans are considered an investment choice for the
participants borrowing funds from the Plan. Repayment is required
through payroll deductions over a maximum period of 5 years unless the
loan is used to purchase, construct or rehabilitate the participant's
principal residence, in which case repayment must be made within 10
years. Loans must be repaid in full at the time of termination. The
interest rate on loans is 1% above the prime rate at the date the loan
is made. At December 31, 1993, interest rates on outstanding loans
ranged from 7.0% to 12.5% with maturity dates ranging from March 11,
1994 to December 9, 2003.
Company Contributions
Company contributions are invested in real estate (see Note 8), mutual
fund investments and short-term temporary cash investments.
At December 31, 1993, in connection with the change in Trustees (see
Note 1), all mutual fund securities held in the Company Contributions
Account in the amount of $1,844,051 were sold and invested in short-term
cash investments pending reinvestment by the new Trustee. These funds
were reinvested in various mutual fund investments on January 20, 1994.
4. Contributions
-------------
Eligible employees may elect to contribute, as a salary reduction,
between 2% and 18% of their annual compensation, as defined in the Plan,
with a maximum annual contribution of $8,994 in 1993, subject to certain
limitations required by the Internal Revenue Service. Contributions
made that are subsequently determined to exceed these limitations,
together with income applicable to such amounts, are refunded to the
affected participants at least annually. Changes in the level of
contributions may be made once each calendar quarter. Additionally, a
participant may voluntarily discontinue or resume contributions
voluntarily suspended, on a quarterly basis.
The Company's contribution, if any, is determined annually by the Board
of Directors. In years in which VICORP is profitable, a Company
contribution will be made equal to a minimum of 2% of the aggregate
compensation of all participants in the Plan for that year, while they
were participating. In no event will the Company's contribution exceed
15% of any participant's compensation during any Plan year during the
time they participate in the Plan, nor will it exceed 15% of the
aggregate compensation of all participants in the Plan for the year.
Forfeitures from terminated Plan participants who are not fully vested
are reallocated to the accounts of active participants at the end of the
Plan year as part of the Company's contribution.
5. Withdrawals, Distributions and Vesting
--------------------------------------
Upon retirement, disability or termination of employment, participants'
contributions and their vested Employer Fund account balances are avail-
able for distribution in a lump sum in the calendar quarter following
the quarter in which their termination occurred or in monthly
installments. All investments of a terminating participant will be
converted to cash for purposes of distribution. The nonvested portion
of former participants' accounts are included in forfeitures and
allocated to active participants at the end of the Plan year in which
the distribution occurred. Obligations for distributions to partici-
pants who terminated from the Plan prior to December 1993 and 1992,
respectively, but were not paid until subsequent to year end are as
follows:
<TABLE>
<CAPTION>
December 31
____________________________
1993 1992
___________ _________
<S> <C> <C>
VICORP Stock Fund $ 145,443 $ 85,300
GIC Fund 545,878 216,334
Fidelity Magellan Fund 268,876 151,272
Fidelity Puritan Fund 124,098 33,880
Fidelity Equity-Income Fund 53,420 34,903
Employer Fund 317,751 144,983
___________ __________
$ 1,455,466 $ 666,672
=========== ==========
</TABLE>
Participants are always 100% vested in their employee accounts. Years
of service determine vesting amounts in the Employer Fund account
balance. The Plan's vesting schedule is as follows:
Percentage of
Company Contributions
Years of Service Account Which is Vested
________________ _______________________
Fewer than 2 0
2 or more but fewer than 3 20
3 or more but fewer than 4 40
4 or more but fewer than 5 60
5 or more but fewer than 6 80
6 or more 100
In-service withdrawals are limited to hardship withdrawals and
participant loans. Hardship withdrawals are limited to a $1,000 maximum
and are taken from the participant's employee contribution account.
Hardship withdrawals are permitted only if the participant has an
immediate and heavy financial need, as defined, and has no other
resources available to meet that need. If a participant qualifies for
and receives a hardship withdrawal, contributions must be suspended for
12 months from the date of the hardship distribution, and the maximum
contribution the participant may make the year following the year of
distribution must be reduced by the amount contributed in the year of
the withdrawal.
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100% vested in their
accounts.
6. Tax Status
----------
A favorable determination letter dated April 10, 1992, has been received
by the Plan from the Internal Revenue Service ("IRS") indicating the
Plan qualifies under Section 401(a) of the Internal Revenue Code (the
"Code") and is exempt from federal income tax under Section 501(a) of
the Code.
Under the provisions of the Plan, participants may elect to defer their
compensation from a minimum of 2% to a maximum of 18%, (subject to
certain limitations under the Code and the Plan) as their employee
contributions to the Plan. Amounts so deferred, along with amounts
contributed by the employer and earnings on all contributions, are
not taxable to participants until distributed to them from the Plan.
7. Realized Gain (Loss) on Investments
-----------------------------------
<TABLE>
<CAPTION>
Employer Other
Securities Securities Total
___________ ___________ ___________
<S> <C> <C> <C>
Year ended December 31, 1991
Aggregate proceeds $ 57,407 $ 160,615 $ 218,022
Aggregate cost 50,732 140,068 190,800
___________ ____________ ____________
Net realized gain (loss) $ 6,675 $ 20,547 $ 27,222
=========== ============ ============
Year ended December 31, 1992
Aggregate proceeds $ 21,198 $ 1,266,217 $ 1,287,415
Aggregate cost 17,962 1,207,827 1,225,789
___________ ____________ ____________
Net realized gain (loss) $ 3,236 $ 58,390 $ 61,626
=========== ============ ============
Year ended December 31, 1993
Aggregate proceeds $ 184,008 $ 2,225,086 $ 2,409,094
Aggregate cost 212,448 2,103,632 2,316,080
___________ ____________ ____________
Net realized gain (loss) $ (28,440) $ 121,454 $ 93,014
=========== ============ ============
</TABLE>
Cost represents the fair market value at the beginning of the Plan year
of investments sold or original cost for investments bought and sold
during the same Plan year.
8. Party-In-Interest Investments
-----------------------------
As of December 31, 1993, the Plan held party-in-interest investments
consisting of 96,025 shares of VICORP common stock and real estate for
three restaurants operated by the Company, or franchisees of the
Company, under the Company's trade names Village Inn or Bakers Square,
all of which are leased to the Company. The restaurant interests are
as follows:
- An undivided interest in the property and rents of 790 West
Higgins Road, Hoffman Estates, Illinois, leased until February
14, 1999.
- An undivided interest in the property and rents of 203 North
Fourth Street, Sterling, Colorado, leased until February 13,
1999.
- An undivided interest in the property and rents of 1440 South
Country Club Drive, Mesa, Arizona, leased until February 13,
2001.
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE I
STATEMENT OF INVESTMENTS HELD
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
NUMBER OF
SHARES OR MARKET MARKET
PRINCIPAL VALUE VALUE
INVESTMENTS VALUE COST OF ISSUE PER UNIT
___________ _________ ___________ ___________ ________
<S> <C> <C> <C> <C>
Common Stock of VICORP Restaurants, Inc. 96,025 $ 2,222,845 $ 1,764,459 $18.38
___________ ___________
Mutual Fund Securities
Fidelity Magellan Fund 38,533 2,491,457 2,730,033 70.85
Fidelity Puritan Fund 67,882 1,023,564 1,069,144 15.75
Fidelity Equity-Income Fund 24,908 751,746 842,885 33.84
First American-Intermediate Term Income Fund 236 2,369 2,366 10.02
First American-Stock Fund 153 2,457 2,468 16.11
___________ ___________
Total Mutual Fund Securities 4,271,593 4,646,896
___________ ___________
Guaranteed Investment Contracts
Washington Mutual Savings Bank 2,461,885 2,461,885 2,461,885 N/A
Fidelity Management Trust Company 3,321,305 3,321,305 3,321,305 N/A
___________ ___________
Total Guaranteed Investment Contracts 5,783,190 5,783,190
___________ ___________
Short-Term Investments
Federated Prime Obligations Fund 1,898,497 1,898,497 1,898,497 N/A
___________ ___________
Real Estate 2,108,000 2,108,000 N/A
___________ ___________
Notes Receivable from Participants 1,595,138 1,595,138
(Interest rates ranging from 7.0% to 12.5%) ___________ ___________
TOTAL INVESTMENTS $17,879,263 $17,796,180
=========== ===========
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE II
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
FIDELITY FIDELITY FIDELITY
VICORP MAGELLAN PURITAN EQUITY- GIC LOAN EMPLOYER
STOCK FUND FUND FUND INCOME FUND FUND FUND FUND TOTAL
__________ __________ __________ __________ __________ __________ __________ __________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ $ $ $ $ $ $ 1,306 $ 1,306
Investments
Common stock of VICORP
Restaurants, Inc. 1,764,459 1,764,459
Mutual Fund Securities 2,730,033 1,069,144 842,885 4,834 4,646,896
Guaranteed Investment Contract 5,783,190 5,783,190
Short-term Investments 54,446 1,844,051 1,898,497
Real Estate 2,108,000 2,108,000
Notes receivable from participants 1,595,138 1,595,138
Contributions receivable
Company 848,761 848,761
Participants 18,365 26,918 11,659 10,078 32,427 99,447
Interest and other receivable 70 39 32 25 31 8,532 8,729
___________ __________ __________ __________ __________ __________ __________ ___________
Total assets 1,837,340 2,756,990 1,080,835 852,988 5,815,648 1,595,138 4,815,484 18,754,423
___________ __________ __________ __________ __________ __________ __________ ___________
LIABILITIES AND PLAN EQUITY
Refunds payable to participants 15,959 23,274 12,263 12,085 50,420 106,424 220,425
Accrued expenses 21,741 21,741
___________ __________ __________ __________ __________ __________ __________ ___________
Total liabilities 15,959 23,274 12,263 12,085 50,420 --- 128,165 242,166
___________ __________ __________ __________ __________ __________ __________ ___________
PLAN EQUITY $1,821,381 $2,733,716 $1,068,572 $ 840,903 $5,765,228 $1,595,138 $4,687,319 $18,512,257
=========== ========== ========== ========== ========== ========== ========== ===========
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE II
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
AS OF DECEMBER 31, 1992
<TABLE>
<CAPTION>
FIDELITY FIDELITY FIDELITY
VICORP MAGELLAN PURITAN EQUITY- GIC LOAN EMPLOYER
STOCK FUND FUND FUND INCOME FUND FUND FUND FUND TOTAL
__________ __________ __________ __________ __________ __________ __________ ___________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 9,090 $ 6,211 $ 2,900 $ 2,330 $ 16,511 $ $ 1 $ 37,043
Investments
Common stock of VICORP
Restaurants, Inc. 2,046,600 2,046,600
Mutual Fund Securities 1,920,651 727,002 507,464 1,030,521 4,185,638
Guaranteed Investment
Contracts 3,015,997 3,015,997
Short-term Investments 14,313 2,270,616 41,924 2,326,853
Real Estate 2,108,000 2,108,000
Notes receivable from participants 1,209,214 1,209,214
Contributions receivable
Company 817,869 817,869
Participants 11,737 15,847 7,050 4,875 29,080 68,589
Interest and other receivable 40 17 20 8 454 11,532 12,071
__________ __________ __________ __________ __________ __________ __________ ___________
Total assets 2,081,780 1,942,726 736,972 514,677 5,332,658 1,209,214 4,009,847 15,827,874
__________ __________ __________ __________ __________ __________ __________ ___________
LIABILITIES AND PLAN EQUITY
Refunds payable to participants 9,032 43,288 17,480 11,343 125,071 110,349 316,563
Accrued expenses 19,459 39,503 58,962
__________ __________ __________ __________ __________ __________ __________ ___________
Total liabilities 28,491 43,288 17,480 11,343 125,071 --- 149,852 375,525
__________ __________ __________ __________ __________ __________ __________ ___________
PLAN EQUITY $2,053,289 $1,899,438 $ 719,492 $ 503,334 $5,207,587 $1,209,214 $3,859,995 $15,452,349
========== ========== ========== ========== ========== ========== ========== ===========
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE III
ALLOCATION OF PLAN INCOME AND CHANGES TO PLAN EQUITY TO INVESTMENT PROGRAMS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
FIDELITY FIDELITY FIDELITY
VICORP MAGELLAN PURITAN EQUITY- GIC LOAN EMPLOYER
STOCK FUND FUND FUND INCOME FUND FUND FUND FUND TOTAL
__________ __________ __________ __________ __________ __________ __________ ___________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME $ 626 $ 248,228 $ 121,671 $ 28,010 $ 373,377 $ 101,547 $ 265,183 $ 1,138,642
NET REALIZED GAINS (LOSSES)
Employer common stock (28,440) (28,440)
Other investments 19,703 3,393 6,324 92,034 121,454
UNREALIZED APPRECIATION (DEPRECIATION)
Employer common stock (458,386) (458,386)
Other investments 238,576 45,580 91,138 8 375,302
CONTRIBUTIONS RECEIVED OR ACCRUED
Company 848,761 848,761
Participants 552,326 548,443 259,440 218,573 1,052,503 2,631,285
__________ __________ __________ __________ __________ __________ __________ ___________
Total additions 66,126 1,054,950 430,084 344,045 1,425,880 101,547 1,205,986 4,628,618
__________ __________ __________ __________ __________ __________ __________ ___________
WITHDRAWALS AND FORFEITURES
Benefits paid to participants 280,940 187,714 80,702 56,001 462,401 122,915 413,202 1,603,875
Forfeitures redistributed (35,165) (35,165)
__________ __________ __________ __________ __________ __________ __________ ___________
Total distributions 280,940 187,714 80,702 56,001 462,401 122,915 378,037 1,568,710
__________ __________ __________ __________ __________ __________ __________ ___________
TRANSFER BETWEEN FUNDS (17,094) (32,958) (302) 49,525 (405,838) 407,292 (625) ---
__________ __________ __________ __________ __________ __________ __________ ___________
NET INCREASE IN PLAN EQUITY (231,908) 834,278 349,080 337,569 557,641 385,924 827,324 3,059,908
PLAN EQUITY AT BEGINNING OF YEAR 2,053,289 1,899,438 719,492 503,334 5,207,587 1,209,214 3,859,995 15,452,349
__________ __________ __________ __________ __________ __________ __________ ___________
PLAN EQUITY AT END OF YEAR $1,821,381 $2,733,716 $1,068,572 $ 840,903 $5,765,228 $1,595,138 $4,687,319 $18,512,257
========== ========== ========== ========== ========== ========== ========== ===========
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE III
ALLOCATION OF PLAN INCOME AND CHANGES TO PLAN EQUITY TO INVESTMENT PROGRAMS
FOR THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
FIDELITY FIDELITY FIDELITY
VICORP MAGELLAN PURITAN EQUITY- GIC LOAN EMPLOYER
STOCK FUND FUND FUND INCOME FUND FUND FUND FUND TOTAL
__________ __________ __________ __________ __________ __________ __________ __________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME $ 625 $ 256,408 $ 66,628 $ 16,584 $ 394,308 $ 82,208 $ 183,038 $ 999,799
NET REALIZED GAINS (LOSSES)
Employer common stock 3,236 3,236
Other investments (3,521) 2,630 1,827 57,454 58,390
UNREALIZED APPRECIATION (DEPRECIATION)
Employer common stock 368,481 368,481
Other investments (137,778) 21,877 40,313 3,785 (71,803)
CONTRIBUTIONS RECEIVED OR ACCRUED
Company 817,869 817,869
Participants 529,827 453,101 209,632 167,187 1,231,378 2,591,125
__________ __________ __________ __________ __________ __________ __________ __________
Total additions 902,169 568,210 300,767 225,911 1,625,686 82,208 1,062,146 4,767,097
__________ __________ __________ __________ __________ __________ __________ __________
WITHDRAWALS AND FORFEITURES
Benefits paid to participants 139,214 160,178 82,886 52,991 605,175 94,323 449,545 1,584,312
Forfeitures redistributed (20,524) (20,524)
__________ __________ __________ __________ __________ __________ __________ __________
Total distributions 139,214 160,178 82,886 52,991 605,175 94,323 429,021 1,563,788
__________ __________ __________ __________ __________ __________ __________ __________
TRANSFER BETWEEN FUNDS 147,947 67,311 (22,571) (5,474) (590,570) 382,339 21,018 ---
__________ __________ __________ __________ __________ __________ __________ __________
NET INCREASE IN PLAN EQUITY 910,902 475,343 195,310 167,446 429,941 370,224 654,143 3,203,309
PLAN EQUITY AT BEGINNING OF YEAR 1,142,387 1,424,095 524,182 335,888 4,777,646 838,990 3,205,852 12,249,040
__________ __________ __________ __________ __________ __________ __________ __________
PLAN EQUITY AT END OF YEAR $2,053,289 $1,899,438 $ 719,492 $ 503,334 $5,207,587 $1,209,214 $3,859,995 $15,452,349
========== ========== ========== ========== ========== ========== ========== ===========
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE III
ALLOCATION OF PLAN INCOME AND CHANGES TO PLAN EQUITY TO INVESTMENT PROGRAMS
FOR THE YEAR ENDED DECEMBER 31, 1991
<TABLE>
<CAPTION>
FIDELITY FIDELITY FIDELITY
VICORP MAGELLAN PURITAN EQUITY- GIC LOAN EMPLOYER
STOCK FUND FUND FUND INCOME FUND FUND FUND FUND TOTAL
__________ __________ __________ __________ __________ __________ __________ ___________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME $ 857 $ 127,900 $ 27,976 $ 14,309 $ 357,902 $ 69,861 $ 185,337 $ 784,142
NET REALIZED GAINS (LOSSES)
Employer common stock 2,954 3,721 6,675
Other investments 7,652 7,381 5,514 20,547
UNREALIZED APPRECIATION (DEPRECIATION)
Employer common stock 82,457 15 82,472
Other investments 230,688 65,259 53,127 35,182 384,256
CONTRIBUTIONS RECEIVED OR ACCRUED
Company 650,622 650,622
Participants 395,361 312,866 139,218 113,834 1,024,667 1,985,946
__________ __________ __________ __________ __________ __________ __________ ___________
Total additions 481,629 679,106 239,834 186,784 1,382,569 69,861 874,877 3,914,660
__________ __________ __________ __________ __________ __________ __________ ___________
WITHDRAWALS AND FORFEITURES
Benefits paid to participants 61,024 96,038 27,630 38,325 480,978 91,267 300,992 1,096,254
Forfeitures redistributed (13,833) (13,833)
__________ __________ __________ __________ __________ __________ __________ ___________
Total distributions 61,024 96,038 27,630 38,325 480,978 91,267 287,159 1,082,421
__________ __________ __________ __________ __________ __________ __________ ___________
TRANSFER BETWEEN FUNDS (42,050) 54,164 (71,315) (40,869) (53,347) 183,367 (29,950) ---
__________ __________ __________ __________ __________ __________ __________ ___________
NET INCREASE IN PLAN EQUITY 378,555 637,232 140,889 107,590 848,244 161,961 557,768 2,832,239
PLAN EQUITY AT BEGINNING OF YEAR 763,832 786,863 383,293 228,298 3,929,402 677,029 2,648,084 9,416,801
__________ __________ __________ __________ __________ __________ __________ ___________
PLAN EQUITY AT END OF YEAR $1,142,387 $1,424,095 $ 524,182 $ 335,888 $4,777,646 $ 838,990 $3,205,852 $12,249,040
========== ========== ========== ========== ========== ========== ========== ===========
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE IV
REPORTABLE TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
EXPENSES
INCURRED COST BASIS
IDENTITY OF DESCRIPTION NUMBER OF PURCHASE SELLING WITH AT DATE OF NET GAIN
PARTY INVOLVED OF TRANSACTION SHARES PRICE PRICE TRANSACTION TRANSACTION (LOSS)
______________ ______________ _________ __________ ________ ___________ ___________ __________
<S> <C> <C> <C> <C> <C> <C>
Colorado National Bank Three hundred and
fifty-one purchases 6,409,051 $6,409,051 --- --- $6,409,051 ---
Federated Obligations Fund
Colorado National Bank Three hundred and
eighty-five sales 9,108,023 --- 9,108,023 --- 9,108,023 ---
Federated Obligations Fund
Colorado National Bank Thirty purchases
- GIC Open-End 3,337,088 3,337,088 --- --- 3,337,088 ---
Portfolio - Fidelity
Management Trust Company
Colorado National Bank Twenty-one sales - GIC
Open-End Portfolio - 503,101 --- 503,101 --- 503,101 ---
Fidelity Management
Trust Company
</TABLE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the VICORP Restaurants, Inc. Employees' Profit Sharing Plan:
We have audited the accompanying statements of financial condition of the VICORP
Restaurants, Inc. Employees' Profit Sharing Plan (the "Plan") as of December 31,
1993 and 1992, and the related statements of Plan income and changes in Plan
equity for each of the three years in the period ended December 31, 1993. These
financial statements and the schedules referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules 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 financial condition of the Plan as of December 31,
1993 and 1992, and the Plan income and changes in Plan equity for the three
years in the period ended December 31, 1993 in comformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Statement of Investments Held as of
December 31, 1993 (Schedule I), the Allocation of Plan Assets and Liabilities to
Investment Programs as of December 31, 1993 and 1992 (Schedule II), the
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
(Schedule III) for each of the three years in the period ended December 31, 1993
and Reportable Transactions in Excess of 5% of Plan Assets for the year ended
December 31, 1993 (Schedule IV), are presented for purposes of complying with
the regulations of the Securities and Exchange Commission and the Employee
Retirement Income Security Act of 1974 and are not a required part of the basic
financial statements. This information has been subjected to the auditing
procedures applied in our 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.
ARTHUR ANDERSEN & CO.
Denver, Colorado,
April 11, 1994.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated April 11, 1994, included in VICORP Restaurants, Inc. Employees' Profit
Sharing Plan's financial statements, which is incorporated by reference in
VICORP Restaurants, Inc.'s Form 10-K/A amendment dated April 20, 1994, to the
Form 10-K for the year ended October 31, 1993. It should be noted that we have
not audited any financial statements of VICORP Restaurants, Inc. subsequent to
October 31, 1993, or performed any audit procedures subsequent to the date of
our report.
ARTHUR ANDERSEN & CO.
Denver, Colorado,
April 20, 1994.
