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 1994 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 /s/ Dennis L. Kuper
--------------------------
Dennis L. Kuper, Executive
Vice President/Finance
Date: April 19, 1995
Commission File Number 0-12343
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN
STATEMENTS OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
____________ ____________
<S> <C> <C>
ASSETS
Cash $ 64,762 $ 1,306
Investments, at fair value (Note 2, and Schedule I)
Common stock of VICORP Restaurants, Inc. 1,718,289 1,764,459
Mutual fund securities 7,424,277 4,646,896
Guaranteed investment contracts 5,253,121 5,783,190
Short-term investments 367,894 1,898,497
Real estate 2,108,000 2,108,000
Notes receivable from participants (Note 3) 1,665,611 1,595,138
Contributions receivable (Note 4)
Company 750,942 848,761
Participants 75,255 99,447
Interest and other receivables 1,418 8,729
___________ ___________
Total assets 19,429,569 18,754,423
___________ ___________
LIABILITIES
Refunds payable to participants 126,695 220,425
Accrued expenses 19,982 21,741
___________ ___________
Total liabilities 146,677 242,166
___________ ___________
PLAN EQUITY $ 19,282,892 $ 18,512,257
=========== ===========
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 IN PLAN EQUITY
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1994 1993 1992
____________ ___________ ___________
<S> <C> <C> <C>
NET INVESTMENT INCOME
Interest income $ 428,117 $ 477,321 $ 489,497
Dividend income 461,571 478,599 340,271
Rental income 235,433 232,968 232,271
Administrative expenses (51,895) (50,246) (62,240)
____________ ____________ ____________
Net investment income 1,073,226 1 ,138,642 999,799
NET REALIZED GAINS (LOSSES) (Note 7)
Employer common stock (28,682) (28,440) 3,236
Other investments (20,938) 121,454 58,390
UNREALIZED APPRECIATION (DEPRECIATION)
Employer common stock (46,502) (458,386) 368,481
Other investments (539,991) 375,302 (71,803)
CONTRIBUTIONS RECEIVED OR ACCRUED (Note 4)
Company 750,942 848,761 817,869
Participants 2,760,994 2,631,285 2,591,125
____________ ____________ ____________
Total additions 3,949,049 4,628,618 4,767,097
____________ ____________ ____________
WITHDRAWALS AND FORFEITURES (Note 5)
Participant withdrawals 3,237,527 1,603,875 1,584,312
Forfeitures redistributed (59,113) (35,165) (20,524)
____________ ____________ ____________
Total withdrawals 3,178,414 1,568,710 1,563,788
____________ ____________ ____________
NET INCREASE IN PLAN EQUITY 770,635 3,059,908 3,203,309
PLAN EQUITY AT BEGINNING OF YEAR 18,512,257 15,452,349 12,249,040
____________ ____________ ____________
PLAN EQUITY AT END OF YEAR $ 19,282,892 $ 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
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 The Bank of Cherry Creek, (the
"Trustee"). Prior to January 1, 1994 Colorado National Bank was the
Trustee. 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, including the Fidelity Managed
Income Portfolio, are valued at the original investment 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 10% of each contribution is directed into each
fund selected. Prior to June 2, 1994, the limitation on the
contribution directed into any fund was 20%.
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.
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, 1994, the number of participants in the above
described investment programs was as follows:
VICORP Stock Fund 1,023
GIC Fund 1,339
Fidelity Magellan Fund 1,185
Fidelity Puritan Fund 951
Fidelity Equity-Income Fund 864
Loan Fund (described below) 402
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, 1994, interest rates on outstanding loans
ranged from 7.0% to 11.5% with maturity dates ranging from February 6,
1995, to August 25, 2004.
Company Contributions
Company contributions are invested in real estate (see Note 8), mutual
fund investments and short-term temporary cash investments.
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 $9,240 in 1994, 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.
For the Company's fiscal year ending in 1994, a net loss was reported
due to a restructuring charge to reduce the values of certain properties
to be disposed of, and other related costs. Due to the unusual nature
of this charge, the board of directors waived the requirement that the
Company be profitable and authorized the 1994 contribution at a level
equal to 2% of the participants' aggregate compensation.
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 31, 1994, and 1993,
respectively, but were not paid until subsequent to year end are as
follows:
<TABLE>
<CAPTION>
December 31
_____________________________
1994 1993
___________ __________
<S> <C> <C>
VICORP Stock Fund $ 417,159 $ 145,443
GIC Fund 1,427,822 545,878
Fidelity Magellan Fund 630,964 268,876
Fidelity Puritan Fund 366,998 124,098
Fidelity Equity-Income Fund 264,016 53,420
Employer Fund 867,292 317,751
___________ __________
$ 3,974,251 $1,455,466
=========== ==========
</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 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. The Plan has been amended since receiving the determination
letter. However, the Plan administrator believes that the Plan is
designed and is being currently operated in compliance with the
applicable requirements 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, 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
=========== ============ ============
Year ended December 31, 1994
Aggregate proceeds $ 234,081 $ 519,699 $ 753,780
Aggregate cost 262,763 540,637 803,400
___________ ____________ ____________
Net realized gain (loss) $ (28,682) $ (20,938) $ (49,620)
=========== ============ ============
</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, 1994, the Plan held party-in-interest investments
consisting of 96,805 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, Bakers Square or
Angel's Diner, 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 14,
1999.
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE I
STATEMENT OF INVESTMENTS HELD
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
NUMBER OF
SHARES OR MARKET MARKET
PRINCIPAL VALUE VALUE
VALUE COST OF ISSUE PER UNIT
_________ ___________ ___________ ________
<S> <C> <C> <C> <C>
Common Stock of VICORP Restaurants, Inc. 96,805 $ 1,764,791 $ 1,718,289 $17.75
___________ ___________
Mutual Fund Securities
Fidelity Magellan Fund 51,521 3,639,329 3,441,641 66.80
Fidelity Puritan Fund 111,627 1,765,773 1,653,189 14.81
Fidelity Equity-Income Fund 44,626 1,503,949 1,370,000 30.70
Brandywine Funds 14,903 386,435 350,221 23.50
SEI Capital Appreciation Portfolio 17,722 290,327 241,905 13.65
Sogen 16,196 378,455 367,321 22.68
___________ ___________
Total Mutual Fund Securities 7,964,268 7,424,277
----------- -----------
Guaranteed Investment Contracts
Fidelity Management Trust Company 5,253,121 5,253,121 5,253,121 N/A
___________ ___________
Total Guaranteed Investment Contracts 5,253,121 5,253,121
___________ ___________
Short-term Investments
SEI Cash Plus Prime Obligation Fund 367,894 367,894 367,894 N/A
___________ ___________
Real Estate 2,108,000 2,108,000 N/A
___________ ___________
Notes Receivable from Participants
(Interest rates ranging from 7.0% to 11.5%) 1,665,611 1,665,611
___________ ___________
Cash held by The Bank of Cherry Creek 64,762 64,762
___________ ___________
TOTAL INVESTMENTS $19,188,447 $18,601,954
=========== ===========
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE II
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
AS OF DECEMBER 31, 1994
<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 $ 613 $ 1,742 $ 25,410 $ 0 $ 1,427 $ $ 35,570 $ 64,762
Investments
Common Stock of VICORP
Restaurants, Inc. 1,718,289 1,718,289
Mutual Fund Securities 3,096,677 1,304,976 1,033,694 1,988,930 7,424,277
Guaranteed Investment Contracts 5,253,121 5,253,121
Short-term Investments 89,417 64,367 20,861 133,375 44,645 15,229 367,894
Real Estate 2,108,000 2,108,000
Notes receivable from participants 1,665,611 1,665,611
Contributions receivable
Company 750,942 750,942
Participants 12,789 22,570 9,643 9,384 20,869 75,255
Interest and other receivables 363 204 171 435 204 41 1,418
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
Total assets 1,821,471 3,185,560 1,361,061 1,176,888 5,320,266 1,665,611 4,898,712 19,429,569
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
LIABILITIES
Refunds payable to participants 3,638 7,265 12,670 15,653 24,351 63,118 126,695
Accrued expenses 25 99 49 49 25 19,735 19,982
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
Total liabilities 3,663 7,364 12,719 15,702 24,376 - 82,853 146,677
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
PLAN EQUITY $1,817,808 $3,178,196 $1,348,342 $1,161,186 $5,295,890 $1,665,611 $4,815,859 $19,282,892
========== ========== ========== ========== ========== ========== ========== ===========
</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 Contracts 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 receivables 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
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 III
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS
AS OF DECEMBER 31, 1994
<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 $ 3,078 $ 118,546 $ 106,376 $ 99,264 $ 304,456 $ 112,719 $ 328,787 $ 1,073,226
Net Realized Gains (Losses)
Employer common stock (28,682) (28,682)
Other investments (1,749) (243) (628) (18,318) (20,938)
Unrealized Appreciation (Depreciation)
Employer common stock (46,502) (46,502)
Other investments (166,608) (80,925) (91,563) (200,895) (539,991)
Contributions Received or Accrued
Company 750,942 750,942
Participants 470,444 716,917 356,897 316,465 900,271 2,760,994
__________ __________ __________ __________ __________ __________ __________ ___________
Total additions 398,338 667,106 382,105 323,538 1,204,727 112,719 860,516 3,949,049
__________ __________ __________ __________ __________ __________ __________ ___________
Withdrawals and Forfeitures
Participant withdrawals 407,446 385,359 190,349 157,369 990,323 320,329 786,352 3,237,527
Forfeitures redistributed (59,113) (59,113)
__________ __________ __________ __________ __________ __________ __________ ___________
Total withdrawals 407,446 385,359 190,349 157,369 990,323 320,329 727,239 3,178,414
__________ __________ __________ __________ __________ __________ __________ ___________
Transfer between Funds 5,535 162,733 88,014 154,114 (683,742) 278,083 (4,737) ---
__________ __________ __________ __________ __________ __________ __________ ___________
Net Increase in Plan Equity (3,573) 444,480 279,770 320,283 (469,338) 70,473 128,540 770,635
Plan Equity at Beginning 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
__________ __________ __________ __________ __________ __________ __________ ___________
PLAN EQUITY AT END OF YEAR $1,817,808 $3,178,196 $1,348,342 $1,161,186 $5,295,890 $1,665,611 $4,815,859 $19,282,892
========== ========== ========== ========== ========== ========== ========== ===========
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE III
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY 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>
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
Participant withdrawals 280,940 187,714 80,702 56,001 462,401 122,915 413,202 1,603,875
Forfeitures redistributed (35,165) (35,165)
__________ __________ __________ __________ __________ __________ __________ __________
Total withdrawals 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 IN PLAN EQUITY 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>
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
Participant withdrawals 139,214 160,178 82,886 52,991 605,175 94,323 449,545 1,584,312
Forfeitures redistributed (20,524) (20,524)
__________ __________ __________ __________ __________ __________ __________ ___________
Total withdrawals 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 IV
REPORTABLE TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
EXPENSES
INCURRED COST BASIS FAIR VALUE
IDENTITY OF DESCRIPTION NUMBER OF PURCHASE SELLING WITH AT DATE OF OF ASSETS NET GAIN
PARTY INVOLVED OF TRANSACTION SHARES PRICE PRICE TRANSACTION TRANSACTION AT 1-1-94 (LOSS)
______________ ______________ _________ __________ ________ ___________ ___________ __________ __________
<S> <C> <C> <C> <C> <C> <C> <C>
The Bank of
Cherry Creek Four hundred purchases - 9,189,467 $9,189,467 --- --- $9,189,467 --- ---
SEI Cash Plus Prime
Obligation Fund
The Bank of
Cherry Creek Three hundred
sixty-six sales - 8,821,574 --- 8,821,574 --- 8,821,574 8,821,574 ---
SEI Cash Plus Prime
Obligation Fund
The Bank of
Cherry Creek Three purchases - Fidelity
Managed Income Portfolio 2,400,000 2,400,000 --- --- 2,400,000 --- ---
The Bank of
Cherry Creek Six sales - Fidelity Managed
Income Portfolio 766,500 --- 766,500 --- 766,500 766,500 ---
The Bank of
Cherry Creek Ten purchases - Fidelity
Magellan Fund 14,548 1,021,333 --- --- 1,021,333 --- ---
The Bank of
Cherry Creek Three sales - Fidelity
Magellan Fund 1,559 --- 112,743 --- 112,743 112,743 ---
</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,
1994 and 1993, and the related statements of Plan income and changes in Plan
equity for each of the three years in the period ended December 31, 1994. 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 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,
1994 and 1993, and the Plan income and changes in Plan equity for the three
years in the period ended December 31, 1994, in conformity 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, 1994 (Schedule I), the Allocation of Plan Assets and Liabilities to
Investment Programs as of December 31, 1994 and 1993 (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, 1994
and Reportable Transactions in Excess of 5% of Plan Assets for the year ended
December 31, 1994 (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 LLP
Denver, Colorado,
April 12, 1995.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated April 12, 1995, 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 19, 1995, to the
Form 10-K for the year ended October 30, 1994. It should be noted that we have
not audited any financial statements of VICORP Restaurants, Inc. subsequent to
October 30, 1994, or performed any audit procedures subsequent to the date of
our report.
ARTHUR ANDERSEN LLP
Denver, Colorado,
April 19, 1995.
