VICORP RESTAURANTS INC, 10-K, 1996-01-18

VICORP RESTAURANTS INC
10-K, 1996-01-18
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UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 1995

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from

Commission file number 0-12343

VICORP Restaurants, Inc.
(Exact name of registrant as specified in its charter)

COLORADO 84-0511072
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

400 West 48th Avenue, Denver, Colorado 80216
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (303) 296-2121
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Common Stock
$.05 par value per share

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filer pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of 7,675,407 shares of the registrant's common
stock held by non-affiliates on January 10, 1996 was approximately
$74,835,000.

At January 10, 1996, there were 9,049,026 shares of the Company's Common
Stock $.05 par value outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The Notice of Annual Meeting of Shareholders and Proxy Statement pertaining
to the 1996 Annual Meeting of Shareholders ("the Proxy Statement") are
incorporated herein by reference into Parts I and III.

PART I

ITEM 1. BUSINESS.

VICORP Restaurants, Inc., the registrant, together with its subsidiary, is
referred to herein as "VICORP" or the "Company". The Company was
incorporated in 1959 and is headquartered in Denver, Colorado.

VICORP operates family style restaurants under the names "Bakers Square",
"Village Inn" and "Angel's Diner and Bakery" and franchises restaurants
under the Village Inn name. At October 31, 1995, VICORP operated 264
restaurants in 14 states, of which, 160 were Bakers Squares, 99 were
Village Inns and five were Angel's. On that date, there were 106
franchised Village Inn restaurants in 20 states. The Company has a pie
manufacturing division supporting its restaurants, which operates under the
name VICOM. VICOM has five production facilities.

Company Operations

During fiscal 1995, the Company closed 46 restaurants. The closures
resulted from a plan adopted in 1994 to close and dispose of restaurants with
both declining sales and operating cash flows which are located in areas no
longer considered appropriate for the Company's existing concepts. Four
additional restaurants are expected to be closed in fiscal 1996 which were
operating at October 31, 1995. Also in 1995, the Company discontinued
internal warehousing and distribution of grocery products for its
restaurants and closed its bakery facility in Phoenix, Arizona. The
Company began utilizing an independent distribution company in order to
focus on its core business of producing pies within its VICOM division.

The Company did not open any new restaurants in fiscal 1995, although it
acquired two Village Inn restaurants from franchisees. While the Company
plans to resume growth of Company-operated restaurants, none are
anticipated in fiscal 1996 as the Company's principal focus in the near-
term is on improving existing operations.

All of the Company's restaurant concepts serve breakfast, lunch and dinner
with a guest check average between $4 and $7. Village Inn is primarily
known for its breakfast foods while Bakers Square emphasizes lunch and
dinner and features fresh baked pies as signature items, for internal
consumption or for carryout. The Angel's restaurants exhibit a diner motif
and feature cakes as signature items. During 1995, the Bakers Square
division lowered its prices by approximately 10% in order to provide better
value and ultimately attract more customers.

Each Company-operated restaurant offers a relatively standard core menu.
The standard menus are supplemented with daily and monthly specials. Daily
specials are chosen at the discretion of the restaurant managers to provide
specific locality appeal.

Store management typically consists of a general manager and two
associate/assistant managers. This management team has primary
responsibility for the efficient and profitable operation of their
restaurant and are provided incentives to do so. Additionally, the Company
employs area directors, who work closely with the restaurant general
managers in helping them meet the Company's objectives. Each area director
reports to a Vice President of Operations.

The Company believes the principal measure of success for its restaurants
is the ability to provide each customer with a satisfying experience.
Hiring and retaining the right people, making certain that employees are
adequately trained to do their jobs, clearly communicating the specific
results expected from each employee and providing relevant feedback of
performance are central factors in ensuring customer satisfaction.
Training programs are designed to meet these objectives and focus on
outcome-based training, emphasizing the acquisition of basic skills and
behavior that result in desired performance for specific positions.

Cost effective procurement of quality products is also critical to
providing a satisfying customer experience. The Company makes centralized
purchasing decisions for basic menu ingredients to gain favorable prices
and ensure uniform quality specifications. Management does not anticipate
any difficulty in obtaining food products of adequate quantity or quality
at acceptable prices.

The Company utilizes advertising where market penetration allows.
Expenditures for advertising were 3.0% of Company-operated restaurant sales
in fiscal 1995. During 1995, advertising included support of holiday pie
sales, select menu items and lower prices in Bakers Square.

All of the Company-operated restaurants utilize point-of-sale computer
systems. These systems capture and record sales and payroll data which are
transmitted daily to the Company's corporate office. These systems are
supplemented with personal computer back office systems that provide
analytical and reporting tools for restaurant managers.

Franchise Operations

The Village Inn restaurants franchised under the Company's current
franchise program generally operate for an initial term of 20 years and
require payments to the Company of an initial franchise fee of $30,000, a
continuing royalty fee of four percent of the franchisee's revenues and a
marketing fee of four-tenths of one percent of such revenues. In addition,
franchisees are required to spend an amount equal to 1.6 percent of gross
sales on local advertising and promotional activities. In support of its
franchising activities, the Company employs field consultants who visit the
franchise restaurants regularly to ensure that the franchisees maintain
compliance with certain standards of operations and make recommendations
for improvements. A Franchise Advisory Board, consisting of seven
franchisees who are elected by their peers every two years, meets regularly
with Company personnel to discuss facets of operations that affect the
Company's franchise community.

During fiscal 1995, five new franchise restaurants were opened and one
restaurant which previously was operated by the Company was franchised.
Also in that year, five franchise restaurants were closed and two franchise
locations were purchased by the Company. The net number of Village Inn
franchise restaurants in operation over the last five years has not changed
significantly. However, as franchising provides a profitable revenue
stream and at the same time leverages the strength of the Village Inn brand
into new markets, the Company continues to pursue franchising opportunities
with qualified applicants. Approximately seven new franchise units are
expected to open in fiscal 1996.

Trademarks and Service Marks

The Company has acquired the right to use the marks which it considers
important to its business through various federal and state registrations.
VICORP has no reason to believe that there are any conflicting rights that
might materially impair the use of the Company's marks.

Working Capital Items

The Company is not required to maintain significant levels of working
capital because its revenues are primarily derived from cash sales while
restaurant inventories are purchased on credit and rapidly converted to
cash.

Competition

The restaurant industry is highly competitive and is often affected by
changes in taste and eating habits of the public, by local and national
economic conditions affecting spending habits, and by population and
traffic patterns. The Company competes directly or indirectly with all
types of restaurants, from national and regional chains to local
establishments. Some of its competitors are corporations much larger than
the Company, having at their disposal greater capital resources and greater
ability to withstand adverse business trends.

Research and Development

No material amount was spent on Company sponsored research and development
activities during the last fiscal year. Additionally, no material amounts
were spent by the Company on customer sponsored research activities
relating to the development of new products, services or techniques or the
improvement of existing products, services or techniques.

Regulation

The Company is subject to various federal, state and local laws affecting
its business. Restaurants generally are required to comply with a variety
of regulatory provisions relating to zoning of restaurant sites,
sanitation, health and safety. With respect to the restaurants operated by
the Company which serve alcoholic beverages, VICORP is governed by the laws
regulating the sale of liquor, wine and beer.

The Company is subject to a substantial number of state laws regulating
franchise operations and sales. Those laws impose registration and
disclosure requirements on franchisors in the offer and sale of franchises
and, in certain cases, also apply substantive standards to the relationship
between franchisor and franchisee. The Company also must adhere to the
Federal Trade Commission regulations governing disclosure requirements in
the sale of franchises.

Various federal and state labor laws govern the Company's relationship with
its employees, including such matters as minimum wage requirements,
overtime, and other working conditions. Environmental requirements have
not had a material effect on the operations of the Company or those of its
franchisees.

Employees

At October 31, 1995, the Company employed approximately 13,500 persons.

Executive Officers of the Company

The following sets forth certain data concerning the executive officers of
the Company, all of whom are appointed on an annual basis. There is no
family relationship between any of the executive officers.
<TABLE>
<CAPTION>

Name Age Position
------ ----- --------
<S> <C> <C>
Charles R. Frederickson 57 Chairman of the Board and Co-Chief Executive Officer
J. Michael Jenkins 49 Director, President and Co-Chief Executive Officer
Nicholas S. Galanos 45 President/Angel's and Executive Vice President/Development
Robert E. Kaltenbach 50 President/Village Inn
James R. Burke 47 Executive Vice President/Bakers Square

</TABLE>

Charles R. Frederickson has been a director of the Company since 1968, and
Chairman of the Board since November 1986.

J. Michael Jenkins was appointed President in August 1994. From February
1992 until his appointment with the Company, he served as Chief Executive
Officer and Chairman of the Board for El Chico Restaurants, Inc. Mr.
Jenkins served as President and Chief Executive Officer of Metromedia
Steakhouses, Inc. from May 1989 to February 1992.

Nicholas S. Galanos was appointed President/Angel's in February 1995. In
October 1995, he assumed the additional duties of Executive Vice
President/Development. From September 1993 until February 1995, he served
as Chief Executive Officer/Chief Operating Officer for Champps
Entertainment, Inc. Mr. Galanos served as Chief Operating
Officer/Executive Vice President of T.G.I. Friday's Hospitality Worldwide,
Inc. from October 1991 to September 1993 and served as Senior Vice
President Operations for T.G.I. Friday's, Inc. from June 1989 to October
1991.

Robert E. Kaltenbach was appointed President/Village Inn in December 1994
after serving as Vice President/Franchise Operations since July 1988.

James R. Burke was appointed Executive Vice President/Bakers Square in May
1995. From November 1992 to April 1995, he served as Vice President
Operations/Village Inn. For approximately six years prior to that time,
Mr. Burke served as Vice President of Operations for Sea Galley Restaurants.

ITEM 2. PROPERTIES.

The following table provides information as of October 31, 1995, concerning
the land and buildings at restaurant locations owned, leased or held for
disposal by the Company.
<TABLE>
<CAPTION>
Village Bakers
Inn Square Angel's Other Total
------- ------ ------- ----- -----
<S> <C> <C> <C> <C> <C>
Company-operated restaurants:
Properties owned in fee 7 55 1 -- 63
Buildings owned on leased land 5 9 -- -- 14
Leased locations 86 93 4 -- 183
------- ------ ------- ----- -----
98 157 5 -- 260
======= ====== ======= ===== =====
Properties leased to others:
Properties owned in fee 2 -- -- 4 6
Buildings owned on leased land -- -- -- 1 1
Leased locations 25 -- -- 26 51
------- ------ ------- ----- -----
27 -- -- 31 58
======= ====== ======= ===== =====
Properties held for disposal:
Properties owned in fee -- -- -- 6 6
Buildings owned on leased land -- 1 -- -- 1
Leased locations 1 2 -- 27 30
------- ------ ------- ----- -----
1 3 -- 33 37
======= ====== ======= ===== =====
</TABLE>

The restaurants operated by the Company are located primarily in Arizona,
California, Florida, the Rocky Mountain region, and the upper Midwest. The
Company considers its existing operating restaurant properties and
equipment to be in good condition. For additional information concerning
the Company's leases see Note 4 of Notes to Consolidated Financial
Statements which is included in Item 8 of Part II.

The Company intends to lease, sublease or sell the 33 properties which are
currently idle. Additionally, over the next fiscal year, the Company plans
to close and dispose of another four properties which were operating at
October 31, 1995.

The Company owns its corporate office complex in Denver, Colorado. It
also owns the land and buildings comprising its bakery facilities in Oak
Forest, Illinois and Denver, Colorado. It leases the land and buildings
which comprise its bakery facilities in Santa Fe Springs, California,
Orlando, Florida, and Mounds View, Minnesota.

ITEM 3. LEGAL PROCEEDINGS.

VICORP is a party to various judicial and administrative proceedings, all
of which have arisen in the ordinary course of business. None of the
proceedings are deemed to be material in light of the amounts involved.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to the Company's security holders during
the 12 week period ended October 31, 1995.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

The Company's common stock is traded in the over-the-counter market and is
quoted on the National Association of Securities Dealers (NASDAQ) National
Market System under the symbol "VRES". As of January 10, 1996, the
Company had 539 shareholders of record. The following table sets forth
for the periods indicated the high and low closing sales quotations per
share of common stock as reported by NASDAQ:

Fiscal Quarter
-----------------------------------------------
First Second Third Fourth
-----------------------------------------------
1995
High $ 18 $ 16 1/2 $ 15 3/4 $ 14 3/4
Low 15 1/2 14 13 1/2 10 1/2

1994
High $ 21 1/2 $ 21 $ 15 1/2 $ 17 1/4
Low 17 3/4 15 1/4 14 14 3/8

The range of high and low closing sales quotations contained in the
foregoing table reflects inter-dealer prices, without retail mark-up, mark-
down or commissions, and may not represent actual transactions.

The Company has not paid cash dividends on its common stock since 1986.
Future common stock dividend payments will be dependent upon operating
results, loan agreement restrictions and other financial and business
considerations.

ITEM 6. SELECTED FINANCIAL DATA.

<TABLE>
<CAPTION>
(dollars in thousands, except per share data) 1995 1994 1993 1992 1991
-----------------------------------------------------
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS
System-wide sales including franchise sales $ 496,300 $ 529,982 $ 542,986 $ 527,817 $ 524,231
Restaurant sales 370,116 409,297 425,139 414,324 417,808
Total revenues 373,838 412,644 428,505 417,518 421,232
Income (loss) before extraordinary item (4,532) (6,638) 16,524 15,522 7,182
Net income (loss) (4,532) (6,638) 16,524 14,940 6,375
-----------------------------------------------------
OPERATING ANALYSIS
Restaurant operating profit analysis as a
percentage of restaurant sales
Costs and expenses
Food 33.5% 30.1% 29.8% 30.9% 32.7%
Labor 33.7% 30.2% 28.5% 27.8% 27.8%
Other operating 28.3% 28.2% 27.5% 27.2% 26.4%
Restaurant operating profit 4.4% 11.4% 14.2% 14.1% 13.1%
General and administrative expense
as a percentage of revenues 7.0% 8.7% 7.8% 7.5% 7.0%
Interest expense as a percentage of revenues 1.0% .9% .9% 1.3% 1.9%
Income before income taxes and extraordinary
and unusual items as a percentage of revenues (2.4%) 2.5% 6.3% 6.1% 4.9%
Effective income tax rate 50.0% 37.5% 36.2% 39.5% 40.4%
-----------------------------------------------------
BALANCE SHEET DATA
Total assets $ 228,161 $ 249,023 $ 254,031 $ 241,958 $ 234,251
Long-term debt and capitalized lease obligations 42,179 42,554 40,008 43,736 53,259
Common shareholders' equity 123,098 134,866 148,318 135,445 119,932
Debt to total capitalization 25.5% 24.0% 21.2% 24.4% 30.8%
-----------------------------------------------------
CASH FLOW DATA
Net income (loss) $ (4,532) $ (6,638) $ 16,524 $ 14,940 $ 6,375
Depreciation and amortization 22,565 26,133 23,381 20,242 17,758
Deferred income tax provision (4,825) (5,414) 5,932 8,145 2,911
Write-offs, extraordinary item, and other 446 24,113 4,397 2,645 12,405
-----------------------------------------------------
Subtotal 13,654 38,194 50,234 45,972 39,449
Change in current assets and liabilities (6,345) (4,100) 636 8,196 (1,570)
-----------------------------------------------------
Cash provided by operations 7,309 34,094 50,870 54,168 37,879
As a percentage of revenues 2.0% 8.3% 11.9% 13.0% 9.0%
Investment in property and equipment 13,234 28,733 42,426 41,509 36,339
-----------------------------------------------------
PER COMMON SHARE
Earnings (loss) before extraordinary item $ (.49) $ (.69) $ 1.60 $ 1.48 $ .70
Earnings (loss) (.49) (.69) 1.60 1.42 .62
Book value 13.61 14.18 14.96 13.58 11.99
Market price at year-end 11 16 3/4 20 3/4 22 1/4 21 1/8
Weighted average common and dilutive
common equivalent shares (000's omitted) 9,246 9,656 10,301 10,519 10,304
-----------------------------------------------------
NUMBER OF RESTAURANTS AT YEAR-END
Bakers Square 160 189 187 181 179
Company-operated Village Inn 99 112 126 122 122
Franchised Village Inn 106 107 104 105 106
Angel's 5 6 -- -- --
-----------------------------------------------------
Total 370 414 417 408 407
-----------------------------------------------------
</TABLE>

. An asset disposal and restructuring charge of $23,000,000 and income
of $1,918,000 from settlement of litigation were included in results of
operations for 1994.
. Fiscal 1993 consisted of 53 weeks while the remainder of the fiscal
years presented consisted of 52 weeks. A restructuring charge of
$1,300,000 was included in results of operations for 1993.
. Pretax extraordinary debt extinguishment costs of $963,000 were
included in results of operations for 1992.
. A receivable write-off of $8,683,000 and pretax extraordinary debt
extinguishment costs of $1,354,000 were included in results of operations
for 1991.
. The Company has not paid dividends on its common stock during the last
five years.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

The following analysis should be read in conjunction with the Selected
Financial Data (Item 6 of Part II) and the Consolidated Financial
Statements (Item 8 of Part II).

RESULTS OF OPERATIONS

The following table sets forth selected operating statistics for the last
three fiscal years. All average sales are presented on a 52 week basis.

1995 1994 1993
------------- ------------- -------------
Bakers Square
Restaurant sales $ 226,996,000 $ 260,110,000 $ 274,479,000
Average sales per restaurant 1,282,000 1,364,000 1,475,000
Restaurant operating profit (loss) (9,000) 28,802,000 39,436,000
Restaurant operating profit % 0.0% 11.1% 14.4%
Divisional administrative costs 5,902,000 7,425,000 7,646,000
Divisional operating profit (loss) (5,911,000) 21,377,000 31,790,000
Restaurants at year-end 160 189 187
-------------------------------------------
Village Inn
Restaurant sales $ 132,349,000 $ 145,410,000 $ 150,660,000
Average sales per restaurant 1,251,000 1,192,000 1,182,000
Restaurant operating profit 17,930,000 17,894,000 20,988,000
Restaurant operating profit % 13.5% 12.3% 13.9%
Franchise income 3,722,000 3,347,000 3,366,000
Divisional administrative costs 3,284,000 4,854,000 5,639,000
Divisional operating profit 18,368,000 16,387,000 18,715,000
Restaurants at year-end 99 112 126
-------------------------------------------
Angel's
Restaurant sales $ 10,771,000 $ 3,777,000 --
Average sales per restaurant 1,539,000 2,122,000 --
Restaurant operating profit (loss) (1,488,000) 12,000 --
Restaurant operating profit % (13.8%) .3% --
Divisional administrative costs 956,000 796,000 --
Divisional operating profit (loss) (2,444,000) (784,000) --
Restaurants at year-end 5 6 --
-------------------------------------------
Consolidated
Restaurant sales $ 370,116,000 $ 409,297,000 $ 425,139,000
Food cost % 33.5% 30.1% 29.8%
Labor cost % 33.7% 30.2% 28.5%
Other operating cost % 28.3% 28.2% 27.5%
Restaurant operating profit % 4.4% 11.4% 14.2%

Restaurant operating profit 16,433,000 46,708,000 60,424,000
Franchise income 3,722,000 3,347,000 3,366,000
Divisional general and
administrative costs 10,142,000 13,075,000 13,285,000
--------------------------------------------
Divisional operating profit 10,013,000 36,980,000 50,505,000
--------------------------------------------
Unallocated general and
administrative costs 16,119,000 22,677,000 19,706,000
--------------------------------------------
Operating profit (loss) (1) (6,106,000) 14,303,000 30,799,000
============================================

(1) Before asset disposal and restructuring charges of $23 million and $1.3
million in 1994 and 1993, respectively.

Restaurant sales decreased 9.6% in 1995 versus 1994. The Company operated
approximately 25 fewer restaurants in 1995 compared to 1994 due to
restaurant closures and dispositions. A comparable same store sales
decline of 5.9% also contributed to the overall decrease in sales. The
Bakers Square division registered the majority of the decrease which was
affected by a menu price reduction of approximately 10% put into place in
the middle of 1995. This action of reducing prices was taken to reverse a
four-year decline in customer counts in that division. Compared to the
prior year, same store customer counts for Bakers Square decreased 8.7% in
1995 prior to the price reduction, but only decreased 1.4% thereafter.

Restaurant sales decreased 3.7% in 1994 compared to 1993, despite the
addition of six new restaurants in 1994 and full year inclusion of eleven
restaurants opened in 1993. Contributing to the sales decrease was an
extra week of operations in 1993. However, the principal reason for the
decline was a decrease in comparable same store restaurant sales of 5.7%
resulting primarily from lower customer counts. The customer count
decreases were most predominant in the Company's Bakers Square concept.
These declines were the result of various operational, demographic and
competitive issues and led to substantial organizational changes during
1994. The disruptive effects of these changes further contributed to the
sales declines in 1994. Menu price changes had no appreciable effect on
sales in 1994.

Restaurant operating profit decreased 65% in 1995 versus 1994. Bakers
Square's restaurant operating profit decreased significantly due to the
menu price reductions, lower comparable sales in relationship to fixed
costs, and investments in food, labor and certain other restaurant related
items in order to improve customer counts. Village Inn's restaurant
operating results were essentially unchanged from the prior year, but
improved as a percentage of sales. The closure of unprofitable restaurants
and reduced advertising and insurance costs were largely offset by higher
labor costs from increased staffing. Angel's, the Company's experimental
concept, recorded a restaurant operating loss in 1995 due to preopening
costs and a higher than expected cost structure. The decision on whether
Angel's is a viable concept for expansion will be made in 1996.

Restaurant operating profit decreased 23% in 1994 compared to 1993. The
inability to correspondingly decrease the fixed portion of labor costs and
other fixed costs in relationship to declines in comparable restaurant
sales was principally responsible for this decline. Partially offsetting
this decline were incremental profits from operating new units, reduced
insurance expense and lower marketing costs for Bakers Square.

General and administrative expense decreased in 1995 compared to 1994 as
the result of administrative office consolidations, staff reductions,
reduced incentive and legal expenses and a $1,000,000 sign-up bonus for the
Company's President paid in 1994. General and administrative expense
increased in 1994 compared with 1993 due primarily to the sign-up bonus,
litigation costs and lower capitalization of overhead as a result of a
slowdown in construction activity.

Other income/expense in 1994 included $1,918,000 of income related to
settlement of litigation against certain of the Company's insurance
carriers.

In 1994, the Company recorded a $23,000,000 charge related primarily to a
plan to close and dispose of underperforming restaurants and discontinue a
portion of the Company's manufacturing and distribution activities. Also,
included were charges to impair the carrying values on four properties and
to accrue for administrative restructuring costs. As of October 31, 1995,
46 of the 50 restaurants scheduled for disposition had been closed. The
remaining four locations are expected to close in fiscal 1996. Of the
closures, 22 have been disposed through sale, lease termination, or
sublease. The Company does not anticipate that disposition proceeds or
costs will materially affect the Company's liquidity. The following table
details sales and operating results of the 50 closure restaurants:

1995 1994 1993
----------------------------------------
Bakers Square
Sales $ 15,765,000 $ 26,664,000 $ 30,491,000
Restaurant operating profit (loss) (1,198,000) (484,000) 433,000

Village Inn
Sales 5,328,000 11,084,000 11,242,000
Restaurant operating profit (loss) (175,000) (589,000) (321,000)

Angel's
Sales 2,065,000 143,000 --
Restaurant operating profit (loss) (754,000) (23,000) --

Total
Sales 23,158,000 37,891,000 41,733,000
Restaurant operating profit (loss) (2,127,000) (1,096,000) 112,000

In 1995, the Company discontinued internal warehousing and distribution of
grocery products for its restaurants. The Company does not anticipate
significant changes in delivered product costs as a result of the change;
however, food inventories were reduced. Also in 1995, the Company closed
its bakery facility in Phoenix, Arizona.

In 1993, the Company recorded a $1,300,000 charge related to the decision
to close its Matteson, Illinois regional office and combine the functions
performed there with similar functions at its Denver, Colorado
headquarters. The charge consisted primarily of severance and moving
expenses. The reorganization was completed during 1994.

The effective income tax rates used for financial reporting were 50.0% in
1995, 37.5% in 1994 and 36.2% in 1993. The 1995 and 1994 rates were
affected by the FICA tipped income tax credit that took effect January 1,
1994. The lower effective tax rate for 1993 was due to the increase in the
top federal rate from 34% to 35% enacted in August of 1993, which increased
the Company's net deferred tax asset $1,200,000 and reduced income tax
expense accordingly.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal source of funds is cash provided by operations.
Cash flow from operations decreased both in 1994 and 1995 due primarily to
lower operating income and changes in working capital from contraction of
the Company's business. Operating cash flow in 1995 was supplemented by
the collection of an insurance receivable.

The Company's working capital is generally in a deficit position because,
like most restaurant businesses, substantially all sales are for cash,
while credit is received from trade suppliers. Furthermore, the Company
has not maintained large excess cash balances, but rather has utilized
available cash for capital spending, repayment of borrowings or the
repurchase of its common stock.

The Company supplements cash provided by operations with bank borrowings
and occasional lease financing. During fiscal 1995, the Company borrowed
an additional $7,000,000 under its bank credit facility as operating cash
flows were insufficient to fund capital expenditures and stock repurchases.
At October 31, 1995, the Company had $35,250,000 of outstanding borrowings
under its bank credit facility, with approximately $9,750,000 available for
additional direct advances. The Company's current bank agreement expires
on June 30, 1996 when it converts to a term facility payable in eight equal
quarterly installments through June 30, 1998. The Company is currently
pursuing a new revolving facility with certain lenders and is optimistic
that a new facility will be in place prior to the current revolving
facility's expiration. The Company is also exploring other debt financing
sources.

Over the last three years, 1,199,500 shares of the Company's common stock
were repurchased for $20,423,000 under authorizations approved by the Board
of Directors. At October 31, 1995, authorization to repurchase an
additional 300,500 common shares was available. Future purchases with
respect to this authorization may be made from time to time in the open
market or through privately negotiated transactions and will be dependent
upon various business and financial considerations.

Capital expenditures in 1995 totaled $13,234,000 and consisted of
$1,954,000 to purchase two previously franchised locations and a land site,
$9,167,000 for improvements to existing restaurants, and $2,113,000 for
other support related projects. Capital expenditures of $14,000,000 are
expected for 1996. No new restaurants are planned during 1996. Cash flow
from operations, funds available under a bank credit facility, or other
financing sources are expected to be adequate for planned capital projects
and any repurchases of common stock authorized by the Board.

At October 31, 1995, the Company had $44,375,000 of net deferred tax
assets, the majority of which relates to federal net operating loss
carryforwards totaling $207,082,000. The Company has established a
valuation allowance due to the uncertainty that the full amount of the
operating loss carryforwards will be applied against future taxable income.
While a continuation of the Company's 1995 taxable income level is not
sufficient to realize the portion of the net deferred tax asset related to
the operating loss carryforwards before the expiration periods, the Company
feels that its 1995 operating results are not indicative of future
performance. Historically, the Company had taxable income in excess of the
amount necessary for realization and believes it will do so again in future
years. The amount of the deferred tax asset considered realizable, however,
could be reduced in the near term if estimates of future taxable income
during the carryforward period are reduced. Cumulative taxable income of
approximately $53,000,000 through 1999 will be necessary to realize the net
deferred tax asset before expiration of a majority of the net operating
loss carryforwards.

MANAGEMENT OUTLOOK

The mid-scale segment of the restaurant industry remains extremely
competitive. The Company has discontinued opening new restaurants until
existing operations improve which affects its overall competitiveness.
Improvements in future operating performance will be dependent upon the
Company's ability to reverse negative comparable sales trends, especially
given the significant profit impact associated with incremental sales at
existing restaurants. Cost controls will also play a significant factor in
future profit growth. In addition, numerous external factors could have a
significant impact on future performance, not limited to food commodity
costs, labor availability, site availability, the economy, the weather and
government initiatives such as minimum wage rates, mandated benefits and
taxes.

Historically, the Company has mitigated the effects of inflation through
cost controls and periodic price increases. Management believes it will be
able to minimize the effects of future inflation through similar measures,
although such price increases will be subject to competitive constraints
and other business considerations.

NEW ACCOUNTING PRONOUNCEMENTS

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-
Based Compensation". The SFAS, which would be effective for the Company's
fiscal 1997, recommends a fair value based method of accounting for an
employee stock option. However, companies may choose to continue to
account for stock options using the intrinsic value based method as
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and provide proforma disclosures of net income
and earnings per share as if the fair value based method had been applied.
The Company anticipates it will continue to account for stock options using
the intrinsic value based method, and thus SFAS No. 123 will not have any
impact on its reported results.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

MANAGEMENT'S REPORT ON FINANCIAL STATEMENTS

TO OUR SHAREHOLDERS:

The preparation and integrity of the financial statements of VICORP
Restaurants, Inc. are the responsibility of its management. This
responsibility includes the selection of accounting procedures and
practices which conform with generally accepted accounting principles
considered appropriate in the circumstances. Informed judgments and
estimates which the Company believes to be reasonable are required in the
determination of certain data used in the accounting and reporting process.

The Company maintains a system of internal accounting controls designed to
provide reasonable assurance that transactions are executed in accordance
with management's authorization and properly recorded in all material
respects. Adequate communication of Company policies to its employees,
segregation of responsibilities for the authorization and execution of
transactions, and proper accountability for the Company's assets are
essential elements of the system.

Each year the Board of Directors appoints an Audit Committee comprised of
directors who are not employees of the Company. The principal
responsibilities of this Committee are to recommend an independent auditor
for the Company and to periodically meet with representatives of the
independent auditors and with management to obtain reasonable assurances
that the auditors are properly discharging their responsibilities and that
the Company's financial reporting to stockholders and others is adequate
and appropriate.

Arthur Andersen LLP has conducted an independent examination in order to
render their opinion on the Company's financial statements.

Charles R. Frederickson J. Michael Jenkins
Chairman of the Board and President and
Co-Chief Executive Officer Co-Chief Executive Officer

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF VICORP RESTAURANTS, INC.:

We have audited the accompanying consolidated balance sheets of VICORP
RESTAURANTS, INC. (a Colorado corporation) and subsidiary as of October 31,
1995 and October 30, 1994, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the three years
in the period ended October 31, 1995. These financial statements are the
responsibility of the Company'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 position of VICORP Restaurants,
Inc. and subsidiary as of October 31, 1995 and October 30, 1994, and the
results of their operations and their cash flows for the three years in the
period ended October 31, 1995, in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP
Denver, Colorado,
December 12, 1995.

VICORP Restaurants, Inc.
CONSOLIDATED BALANCE SHEETS
October 31, October 30,
(in thousands) 1995 1994
----------- -----------
ASSETS

Cash (Note 1) $ 3,988 $ 6,123
Receivables (Notes 1 and 2) 3,149 9,801
Inventories (Note 1) 8,597 10,585
Deferred income taxes (Notes 1 and 9) 5,000 6,000
Prepaid expenses and other (Note 1) 2,003 2,592
----------- -----------
Total current assets 22,737 35,101
----------- -----------
Property and equipment, net (Notes 1 and 3) 152,592 165,802
Deferred income taxes (Notes 1 and 9) 39,375 33,550
Long-term receivables (Notes 1 and 2) 3,032 3,998
Other assets (Note 1) 10,425 10,572
----------- -----------
Total assets $ 228,161 $ 249,023
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current maturities of long-term debt
and capitalized lease
obligations (Notes 1, 4 and 5) $ 6,116 $ 1,796
Accounts payable, trade 16,526 19,246
Accrued compensation 5,542 5,965
Accrued taxes 7,998 9,979
Accrued insurance (Note 10) 5,656 6,537
Other accrued expenses 4,984 6,930
----------- ----------
Total current liabilities 46,822 50,453
----------- -----------
Long-term debt (Notes 1 and 5) 31,094 28,573
Capitalized lease obligations (Note 4) 11,085 13,981
Non-current accrued insurance (Note 10) 6,092 7,750
Other non-current liabilities and credits 9,970 13,400

Commitments and contingencies (Notes 4,
5 and 10)

Shareholders' equity (Note 6)
Series A Junior Participating Preferred Stock,
$.10 par value, 200,000 shares authorized,
no shares issued -- --
Common stock, $.05 par value, 20,000,000
shares authorized, 9,044,026 and 9,509,426
shares issued 452 476
Paid-in capital 84,332 91,544
Retained earnings 38,314 42,846
----------- -----------
Total shareholders' equity 123,098 134,866
----------- -----------
Total liabilities and shareholders' equity $ 228,161 $ 249,023
=========== ===========

The accompanying notes are an integral part of the financial statements.

VICORP Restaurants, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year ended
----------------------------------------------
October 31, October 30, October 31,
(in thousands, except per share data) 1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Revenues
Restaurant operations $370,116 $409,297 $425,139
Franchise operations (Note 1) 3,722 3,347 3,366
---------- ---------- ----------
373,838 412,644 428,505
---------- ---------- ----------
Costs and expenses
Restaurant operations
Food 124,028 123,280 126,647
Labor 124,792 123,718 121,273
Other operating 104,863 115,591 116,795
General and administrative 26,261 35,752 32,991
Asset disposal, restructuring and
related costs (Note 8) -- 23,000 1,300
---------- ---------- ----------
Operating profit (loss) (6,106) (8,697) 29,499

Interest 3,855 3,867 3,878
Other (income) expense, net (Note 2) (897) (1,944) (289)
---------- ---------- ----------
Income (loss) before income taxes (9,064) (10,620) 25,910
Provision for income taxes (Note 9) (4,532) (3,982) 9,386
---------- ---------- ----------
Net income (loss) $ (4,532) $ (6,638) $ 16,524
========== ========== ==========
Earnings (loss) per common and dilutive
common equivalent share (Note 1) $ (.49) $ (.69) $ 1.60

</TABLE>

The accompanying notes are an integral part of the financial statements.

VICORP Restaurants, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended
------------------------------------------
October 31, October 30, October 31,
(in thousands) 1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
OPERATIONS
Net income (loss) $ (4,532) $ (6,638) $ 16,524
Reconciliation to cash provided by operations
Depreciation and amortization 22,565 26,133 23,381
Deferred income tax provision (4,825) (5,414) 5,932
Asset disposal, restructuring
and related costs 436 24,788 2,787
Other, net 10 (675) 1,610
---------- ---------- ----------
13,654 38,194 50,234
Change in assets and liabilities
Trade receivables 250 (1,855) (164)
Inventories 1,962 1,240 (1,404)
Accounts payable, trade (2,720) (1,423) 2,739
Other current assets and liabilities (4,180) (1,379) (1,099)
Non-current accrued insurance (1,657) (683) 564
---------- ---------- ----------
Cash provided by operations 7,309 34,094 50,870
---------- ---------- ----------
INVESTING ACTIVITIES
Purchase of property and equipment (13,234) (28,733) (42,426)
Purchase of other assets (14) (1,568) (580)
Disposition of property (768) (16) 255
Additions to non-trade receivables -- (1,088) --
Collection of non-trade receivables 6,582 1,617 694
---------- ---------- ----------
Cash used for investing activities (7,434) (29,788) (42,057)
---------- ---------- ----------
FINANCING ACTIVITIES
Proceeds from issuance of debt 41,250 17,750 6,750
Payments of debt and capital lease
obligations (35,984) (14,471) (10,060)
Purchase of common stock (7,694) (7,282) (5,449)
Other, net 418 532 394
---------- ---------- ----------
Cash used for financing activities (2,010) (3,471) (8,365)
---------- ---------- ----------
Increase (decrease) in cash (2,135) 835 448
Cash at beginning of year 6,123 5,288 4,840
---------- ---------- ----------
Cash at end of year (Note 1) $ 3,988 $ 6,123 $ 5,288
========== ========== ==========
Supplemental information
Cash paid during the year for
Interest (net of amount capitalized) $ 3,933 $ 3,792 $ 3,828
Income taxes 968 1,217 2,228

</TABLE>
The accompanying notes are an integral part of the financial statements.

VICORP Restaurants, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations

VICORP operates family style restaurants under the names "Bakers Square",
"Village Inn" and "Angel's Diner and Bakery" and franchises restaurants
under the Village Inn name. At October 31, 1995, VICORP operated 264
restaurants in 14 states, of which, 160 were Bakers Squares, 99 were
Village Inns and five were Angel's. On that date, there were 106
franchised Village Inn restaurants in 20 states. The restaurants operated
by the Company are located primarily in Arizona, California, Florida, the
Rocky Mountain region, and the upper Midwest. The Company has a pie
manufacturing division supporting its restaurants, which operates under the
name VICOM. VICOM has five production facilities.

Basis of presentation

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates and assumptions affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported amounts of revenues and expenses. Actual
results could differ from these estimates.

Principles of consolidation

The consolidated financial statements include the accounts of VICORP
Restaurants, Inc. and its wholly-owned subsidiary. All significant
intercompany transactions and accounts have been eliminated.

Fiscal year

In fiscal 1995, the Company switched its fiscal year end to the last day in
October. Prior to that, the Company utilized a 52/53 week fiscal year
which ended on the last Sunday in October. Fiscal year 1993 was 53 weeks,
while fiscal 1994 was 52 weeks and fiscal 1995 was 52 weeks and two days.

Sales for the extra two days in fiscal 1995 ("the transition period")
totaled $1,216,000. Sales for the extra week in fiscal 1993 totaled $7,400,000.

Inventories

Inventories are valued at the lower of first-in, first-out cost or market
value. Inventories consisted of the following (in thousands):

October 31, October 30,
1995 1994
---------- ----------
Food at production facilities
Raw materials $ 2,828 $ 4,553
Finished goods 3,252 3,067
---------- ----------
6,080 7,620

Food at restaurants 2,191 2,355
Other inventories 326 610
---------- ----------
$ 8,597 $10,585
========== ==========

Prepaid expenses

Prepaid expenses consist primarily of supplies, restaurant preopening costs
and prepaid contract costs. Preopening costs are amortized over a one-year
period following restaurant opening. Unamortized preopening costs totaled
$21,000 and $386,000 at the end of 1995 and 1994, respectively.

Depreciation and amortization

Depreciation and amortization of property and equipment are provided using
principally the straight-line method at rates based upon estimated useful
lives of the assets, ranging from 20 to 40 years for buildings and 3 to 15
years for equipment and improvements. Amortization of leasehold rights and
excess of cost over net assets acquired in purchase transactions is
provided using the straight-line method, primarily over the remaining lives
of location leases or assets acquired, generally 5 to 25 years.

Franchise revenues

Initial franchise fees are deferred when received and recognized as income
when the franchisee has commenced operations and the Company has performed
all material services and conditions related to the sale of the franchise.
Continuing service fees, which are a percentage of the gross sales of
franchised operations, are accrued as income when earned except for
situations in which collectibility is in doubt. In those situations,
continuing service fees and rental income are recognized when received, and
gains on property sales are recorded using the cost recovery method.

Net franchise revenues consisted of the following (in thousands):

1995 1994 1993
------- ------- -------
Continuing service fees $ 4,192 $ 3,968 $ 3,607
Initial and renewal fees 167 166 125
Property rental income 269 319 630
Interest income on franchisee notes 293 263 299
Equipment sales income 50 64 115
Administrative expense (1,249) (1,433) (1,410)
------- ------- -------
Franchise revenues $ 3,722 $ 3,347 $ 3,366
======= ======= =======

Advertising Costs

The American Institute of Certified Public Accountants (AICPA) issued
Statement of Position No. 93-7 "Reporting on Advertising Costs" in December
1993. The Company adopted the new statement in its fiscal 1995 and the
implementation of the statement had no material effect on reported income.

The Company expenses the production costs of advertising the first time the
advertising takes place. Costs of communicating advertising are expensed
when incurred, generally when airtime or print media is used. Direct
response advertising is seldom used by the Company and is expensed when
incurred.

Advertising expense for 1995, 1994 and 1993 was $11,106,000, $14,043,000
and $15,219,000, respectively. At October 31, 1995 and October 30, 1994,
no material amounts of advertising were reported as assets.

Fair value of financial instruments

The Company has notes receivable carried on its balance sheets at values
approximating estimated fair market value. Because these instruments are
not publicly traded, the Company estimates the value based on the
respective facts and circumstances of each instrument. The fair value of
the Company's long-term debt approximates carrying value because of its
variable, market-based interest rate feature.

Income taxes

Based on enacted tax laws, deferred income tax assets and liabilities are
recognized for the expected future income tax consequences of carryforwards
and temporary differences between the financial reporting and tax bases of
assets and liabilities. Deferred tax assets are reduced, if deemed
necessary, by a valuation allowance for the amount of any tax benefits
which, more likely than not based on current circumstances, are not
expected to be realized.

Earnings per common and common equivalent share

Earnings per common and common equivalent share is based upon earnings
attributable to common shareholders and the weighted average number of
common and dilutive common equivalent shares for stock options outstanding
during the year. Common equivalent shares for fiscal years 1995 and 1994
were anti-dilutive due to the net losses recorded in those years. The
weighted average number of common and common equivalent shares used for the
1995, 1994 and 1993 calculations were as follows:

1995 1994 1993
------------------------------------
Weighted average common shares outstanding 9,246,439 9,656,094 10,007,907
Common equivalent shares outstanding -- -- 292,793
------------------------------------
9,246,439 9,656,094 10,300,700
====================================

Statements of cash flows

The Company considers all highly liquid investments and debt instruments
with original maturities of three months or less to be cash equivalents.

NOTE 2. RECEIVABLES

Receivables consisted of the following:

October 31, October 30,
(in thousands) 1995 1994
---------- ----------
Trade receivables $ 3,391 $ 3,751
Notes receivable 5,808 7,755
Insurance receivable -- 6,500
Discounts (750) (1,170)
Allowance for doubtful accounts (2,268) (3,037)
---------- ----------
Receivables, net 6,181 13,799
Current portion 3,149 9,801
---------- ----------
Long-term portion $ 3,032 $ 3,998
========== ==========

The Company's receivables arose primarily from contracts and property
transactions with its franchisees and other sublessees. The ability of
these parties to honor their obligations is largely dependent on cash flows
generated from their restaurant operations. The trade receivables are
generally unsecured but the related contracts are cancelable if the debtor
fails to perform. Under Company policy, the notes receivable are generally
secured with security agreements on the property that gave rise to the
transaction.

In November 1994, the Company settled a lawsuit against certain of its
insurance carriers. The litigation arose in April 1992 when the Company
claimed the defendants breached their contract of insurance by withholding
payments to fund a $6,500,000 court approved settlement arising from prior
litigation against the Company. The Company recorded income of $1,918,000
in the fourth quarter of 1994, representing the excess recovery over the
net carrying value of the receivable. This receivable was collected in the
first quarter of 1995.

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

October 31, October 30,
(in thousands) 1995 1994
---------- ----------
Property and equipment used in operations
Land $ 21,982 $ 20,832
Buildings and improvements 122,533 115,838
Equipment 104,856 101,573
Construction in progress 1,829 8,615
Restaurant property leased to others 4,339 3,811
Accumulated depreciation (111,339) (95,126)
---------- ----------
144,200 155,543
---------- ----------
Capitalized lease buildings 10,091 11,097
Accumulated amortization (5,091) (5,370)
---------- ----------
5,000 5,727
---------- ----------
Properties held for disposal, net 10,011 15,906
Allowance for loss on disposal (6,619) (11,374)
---------- ----------
Property and equipment, net $ 152,592 $ 165,802
========== ==========

Depreciation and amortization expense charged to operations for property
and equipment was $22,018,000 in 1995, $25,509,000 in 1994 and $22,763,000
in 1993.

At October 31, 1995, all of the Company's fee owned properties were free of
mortgages, pledges or other liens.

NOTE 4. LEASES

The Company is the prime lessee under various land and building leases for
restaurants operated by it and certain of its franchisees. Additionally,
the Company leases certain bakery production facilities. The leases have
initial terms generally ranging from 15 to 35 years and in certain
instances, provide for renewal options ranging from 5 to 20 years. Some of
the leases contain purchase options at the end of the lease terms. Many of
the leases contain escalation clauses, either predetermined or based upon
inflation. Most of the leases require additional (contingent) rental
payments by the Company if sales volumes at the related restaurants exceed
specified levels. Most of the agreements require payment of taxes,
insurance and maintenance costs. The Company is also obligated under
various equipment leases having initial terms ranging from 3 to 7 years.
The implicit interest rates range from 6.4% to 18.6% for capitalized
leases.

The Company as prime lessee has entered into sublease agreements with
franchisees and others on certain locations that are not operated by the
Company. These leases generally have terms similar to the prime lease with
the sublessee assuming the Company's obligations to pay taxes, insurance
and maintenance costs.

Following is a summary as of October 31, 1995, of future minimum lease
payments under capital and operating leases having an initial or remaining
non-cancelable term of one year or more:

Lease and
Capital Operating sublease
(in thousands) leases leases rentals
------- --------- ---------
1996 $ 3,108 $ 15,744 $ (2,683)
1997 2,909 14,448 (2,557)
1998 2,685 13,613 (2,403)
1999 2,503 13,073 (2,059)
2000 2,233 12,213 (1,852)
Later years 5,709 52,873 (6,780)
------- -------- ---------
Total minimum lease payments 19,147 $121,964 $(18,334)
======== =========
Less amount representing interest 6,426
-------
Present value of mininum lease
payments 12,721
Current maturities of capitalized
lease obligations 1,636
-------
Capitalized lease obligations $11,085
=======

Net rental expense consisted of the following:

(in thousands) 1995 1994 1993
------- ------- -------
Restaurant land and buildings
Minimum rentals $14,714 $15,243 $15,154
Contingent rentals 2,685 2,922 3,522
Equipment 1,346 3,293 3,362
------- ------- -------
Rental expense 18,745 21,458 22,038
Less lease and sublease rental income 3,368 3,152 3,829
------- ------- -------
Net rental expense $15,377 $18,306 $18,209
======= ======= =======

NOTE 5. DEBT

Long-term debt consisted of the following:

October 31, October 30,
(in thousands) 1995 1994
---------- -----------
Advances under bank credit agreement $35,250 $28,250
Other long-term debt 324 392
---------- -----------
35,574 28,642
Current maturities 4,480 69
---------- -----------
Long-term debt $31,094 $28,573
========== ===========

The Company's bank credit agreement provides up to $55,000,000 for direct
advances and letters of credit with a sublimit of $25,000,000 on letters of
credit. Advances bear interest at the lenders' prime rate or, if elected,
at LIBOR (London Interbank Offering Rate) plus 1 1/8%. The Company is
required to pay a commitment fee of 3/8% per annum on the unused commitment
plus a quarterly agents' fee of $12,500 and 1 1/8% per annum on issued
letters of credit. The agreement expires on June 30, 1996, when it becomes
a term facility payable in equal quarterly installments through June 30,
1998. The Company is currently negotiating a new revolving bank credit
agreement with certain lenders. In addition, the Company is exploring
other options of refinancing its bank advances. The largest outstanding
balance under the facility during 1995 was $35,250,000. The average balance
outstanding was $25,100,000 and the average annual interest rate was 7.2%.
As of October 31, 1995, the Company had placed letters of credit totaling
$9,999,000 in connection with its insurance programs.

The agreement contains various restrictive covenants which include, among
others, maintenance of certain financial ratios, maintenance of a minimum
balance of tangible net worth and limitations on annual capital
expenditures, indebtedness, dividends, dispositions and acquisitions.

At October 31, 1995, principal amounts of long-term debt due during each of
the five succeeding fiscal years were $4,480,000 in 1996, $17,703,000 in
1997, $13,302,000 in 1998, $89,000 in 1999 and none in 2000.

The Company incurred $3,864,000, $3,956,000 and $4,179,000 of interest
charges in 1995, 1994 and 1993, respectively. Of these amounts, $9,000,
$89,000 and $301,000 were capitalized in each respective year.

NOTE 6. SHAREHOLDERS' EQUITY

The Company's authorized preferred stock consists of 5,000,000 $.10 par
value shares to be issued in series. The rights of each series are to be
determined by the Company's Board of Directors.

The Company has outstanding one right for each outstanding common share of
the Company. When exercisable, each right will entitle its holder to buy
1/100th of a share of the Company's Series A Junior Participating Preferred
Stock at an exercise price of $40. If, among other things, the Company is
acquired in a merger or other business combination transaction, including
one in which the Company is the surviving corporation, each right will
entitle its holder to purchase, at the then current exercise price of the
right, that number of shares of common stock of the surviving company which
at the time of such transaction would have a market value of twice the
exercise price of the right. The rights are exercisable only if, without
the Company's prior consent, a party acquires, or obtains the right to
acquire, 25% or more of the Company's outstanding voting securities or
announces a tender offer which would result in such ownership. At the
Company's option, the rights are redeemable at two cents per right at any
time before a 25% position has been acquired and under limited
circumstances thereafter. The rights expire May 26, 1997.

At various times since August 1992, the Company's Board of Directors has
authorized the purchase of shares of the Company's common stock. At
October 31, 1995, authorization to purchase an additional 300,500 common
shares was available.

Under Colorado law, repurchased shares of capital stock are considered
authorized and unissued shares and have the same status as shares which
have never been issued.

Under the most restrictive covenants of the Company's bank credit
agreement, approximately $880,000 of consolidated retained earnings were
unrestricted at October 31, 1995, as to the declaration of cash dividends
and the acquisition of the Company's common stock.

The following table summarizes shareholders' equity activity:
<TABLE>
<CAPTION>
Common stock Total
--------------- Paid-in Retained shareholders'
(in thousands, except share data) Shares Amount capital earnings equity
--------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balances at October 25, 1992 9,976,215 $ 498 $ 101,987 $ 32,960 $ 135,445
Net income -- -- -- 16,524 16,524
Common stock options exercised
including income tax benefit 244,685 13 3,163 -- 3,176
Purchase of common shares (309,337) (15) (6,812) -- (6,827)
--------------------------------------------------------
Balances at October 31, 1993 9,911,563 496 98,338 49,484 148,318
Net loss -- -- -- (6,638) (6,638)
Common stock options exercised
including income tax benefit 39,513 2 466 -- 468
Purchase of common shares (441,650) (22) (7,260) -- (7,282)
--------------------------------------------------------
Balances at October 30, 1994 9,509,426 476 91,544 42,846 134,866
Net loss -- -- -- (4,532) (4,532)
Common stock options exercised
including income tax benefit 42,600 1 457 -- 458
Purchase of common shares (508,000) (25) (7,669) -- (7,694)
--------------------------------------------------------
Balances at October 31, 1995 9,044,026 $ 452 $ 84,332 $ 38,314 $ 123,098
========================================================
</TABLE>

NOTE 7. STOCK OPTION AND PROFIT-SHARING PLANS

The Company has stock option plans which generally provide for the granting
of options to all employees and non-employee directors of the Company at
exercise prices not less than the market value of the common stock on the
date of the grant. The options generally vest over three years and expire
ten years after the date of grant or three months after employment
termination, whichever occurs first.

In 1994, the Company entered into a stock option agreement with J. Michael
Jenkins, a Director, Co-Chief Executive Officer and President of the
Company. Under the agreement, Mr. Jenkins was granted an option to
purchase 300,000 shares of the Company's stock. The optioned shares are
divided into 50,000 share increments with exercise prices ranging from
$15.00 to $30.17. The options are scheduled to vest on October 1, 1999 and
are exercisable until October 1, 2004, unless accelerated under certain
conditions.

The following table summarizes stock option activity:

Shares Option price
-------- --------------
Outstanding at October 25, 1992
(758,365 shares exercisable) 829,199 $ 5.63 - 25.50
Granted 58,000 22.75 - 26.00
Exercised (244,685) 5.63 - 15.75
Canceled (7,000) 24.50
- ----------------------------------------------------------------
Outstanding at October 31, 1993
(554,516 shares exercisable) 635,514 5.63 - 26.00
Granted 338,809 14.25 - 30.17
Exercised (39,513) 5.63 - 14.75
Canceled (87,500) 5.63 - 23.50
- ----------------------------------------------------------------
Outstanding at October 30, 1994
(508,336 shares exercisable) 847,310 5.63 - 30.17
Granted 19,882 15.25 - 17.00
Exercised (42,600) 5.63 - 15.00
Canceled (146,694) 9.88 - 25.50
- ----------------------------------------------------------------
Outstanding at October 31, 1995
(356,607 shares exercisable) 677,898 $ 5.63 - 30.17
================================================================

The Company has an employees' profit-sharing plan, established under
Section 401(k) of the Internal Revenue Code of 1986, which provides for
annual contributions by the Company to be determined by the Board of
Directors. The Company's annual contribution, if the Company is profitable
(as defined in the plan), must be equal to at least 2% and may not exceed
15% of the aggregate compensation of the participants while participating.
Any full-time employee 21 years of age or older who has completed one year
of service with the Company is eligible to participate. Assets of the
profit-sharing plan can be invested in the Company's common stock, or among
several other alternatives. The Company's expenses related to contributions
to the plan in 1995, 1994 and 1993 were $455,000, $829,000 and $861,000,
respectively.

NOTE 8. ASSET DISPOSAL, RESTRUCTURING AND RELATED COSTS

In 1994, a $23,000,000 charge was recorded principally related to a plan to
close and dispose of restaurants that had declining sales and profits and
that were in trade areas no longer considered appropriate for the Company's
operating concepts. The disposition plan also included a portion of the
Company's manufacturing and distribution operations which were no longer
economical to operate. The disposal charge consisted of estimates to
reduce the carrying amounts of assets to net realizable value, accruals for
closure and carrying costs, and losses on sublease dispositions where it is
expected that sublease rentals will be lower than the Company's obligations
under the prime lease.

Through 1995, the Company closed 46 locations. Another four locations are
anticipated to close in fiscal 1996. Of the closed locations, 22 had been
disposed of through sale, lease termination or sublease. Also in 1995, the
Company discontinued the internal distribution and warehousing of grocery
products for its restaurants and closed its bakery facility in Phoenix,
Arizona.

Operating results for the 50 restaurants for the past three fiscal years
were as follows (in thousands):

1995 1994 1993
-------- -------- --------
Sales $ 23,158 $ 37,891 $ 41,733
Restaurant operating profit (loss) (2,127) (1,096) 112

Included in the 1994 charge was an impairment of assets of $2,287,000 for
four restaurant properties with projected cash flows insufficient to
recover remaining investments and a $1,291,000 restructuring charge related
to the elimination of 27 administrative positions that were redundant or
non-essential to ongoing operations.

In 1993, the Company recorded a $1,300,000 restructuring charge for the
closure of its Matteson, Illinois administrative office and consolidation
of functions at its Denver, Colorado headquarters. The charge consisted
primarily of severance and moving expenses. The consolidation was
completed in 1994 and approximately 70 employees resigned or were
terminated as a result of the office closure.

As of October 31, 1995, the Company had $12,015,000 of reserves remaining
to provide for the disposal of 37 properties, including nine closed prior
to 1994. The reserves consisted of $6,852,000 to reduce the disposal
property to net realizable value and $5,163,000 to provide for carrying
costs and sublease losses. The Company believes that these reserves are
adequate to cover the remaining costs and losses associated with the
remaining disposal properties. During 1995, $2,603,000 of closure and
carrying costs were charged against the established liability.

NOTE 9. INCOME TAXES

The total provisions for income taxes consisted of the following:

(in thousands) 1995 1994 1993
----------------------------
Current
Federal $ -- $ 414 $ 560
States 200 929 1,311
----------------------------
200 1,343 1,871
----------------------------
Deferred
Federal (4,316) (3,613) 6,416
States (509) (1,801) (484)
----------------------------
(4,825) (5,414) 5,932
----------------------------
$ (4,625) $ (4,071) $ 7,803
============================
The components of the income tax provision were as follows:

(in thousands) 1995 1994 1993
---------------------------
Current
Taxes on income before carryforwards $ 200 $ 6,177 $ 9,398
Less benefit of loss carryforwards utilized -- (4,834) (7,527)
----------------------------
200 1,343 1,871
----------------------------
Deferred
Tax effect of net change in temporary differences 3,866 (9,659) (409)
Utilization of (addition to) tax net operating loss
carryforward (7,609) 4,834 7,527
FICA tax credit (780) (749) --
Targeted jobs tax credit and AMT credit (302) -- --
Expiration of tax credit carryforwards -- 2,160 --
Change in valuation allowance -- (2,000) 1,000
Tax effect of change in federal tax rate -- -- (2,186)
----------------------------
(4,825) (5,414) 5,932
----------------------------
Tax effect of deduction for exercised stock
options credited to paid-in capital 93 89 1,583
----------------------------
Income tax expense (benefit) $(4,532) $(3,982) $ 9,386
============================

The provisions for income taxes differ from the amounts computed by
applying the federal income tax rate to income before income taxes as
follows:

<TABLE>
<CAPTION>
(in thousands) 1995 % 1994 % 1993 %
---------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Computed federal income taxes using
statutory rate $ (3,172) (35.0%) $ (3,717) (35.0%) $ 9,024 34.8%
FICA tax credit (780) (8.6) (749) (7.0) -- --
Targeted jobs tax credit and AMT credit (302) (3.3) -- -- -- --
State income taxes net of federal
income tax effect (201) (2.2) (567) (5.3) 1,341 5.2
Expiration of tax credit carryforwards -- -- 2,160 20.3 -- --
Change in valuation allowance -- -- (2,000) (18.8) 1,000 3.8
Effect of change in federal tax rate -- -- -- -- (2,186) (8.4)
Other (77) (.9) 891 8.4 207 .8
---------------------------------------------------
$ (4,532) (50.0%) $ (3,982) (37.5%) $ 9,386 36.2%
===================================================
</TABLE>

In August 1993, the Omnibus Budget Reconciliation Act of 1993 was enacted
which increased the top federal corporate tax rate from 34% to 35%. This
increase was retroactively applied to January 1, 1993, and was prorated for
fiscal tax years overlapping the effective date. The increase in rate had
the effect of increasing the deferred tax asset related to the Company's
net operating loss carryforwards. The Act also instituted a general
business credit for FICA taxes paid by employers on tips received by
foodservice employees, effective January 1994.

The Company had taxable income (loss) for federal income tax purposes and
book income (loss) before income taxes as follows:

(in thousands) 1995 1994 1993
-------------------------------
Federal taxable income (loss) $ (17,020) $ 14,589 $23,436
Book income (loss) before income taxes (9,064) (10,620) 25,910

Federal taxable income is generally less than book income before income
taxes due to state income taxes, differences in depreciation rates, and
employee stock option exercises. In 1994, such differences were more than
offset by the asset disposal charge of $23,000,000 a majority of which was
not deductible for tax purposes in that year.

The components of the net deferred tax assets were as follows:

(in thousands) 1995 1994
---------------------
Deferred tax assets
Tax effect of net operating loss carryforwards $ 79,268 $ 71,659
Tax credit carryforwards 4,206 3,922
FICA tax credit 1,529 749
Alternative minimum tax credits 2,165 2,147
Accrued insurance claims not yet deductible 4,512 5,430
Leasing transactions 3,598 3,889
Property and equipment 543 3,359
Other 4,782 5,526
---------------------
100,603 96,681
Valuation allowance (53,000) (53,000)
---------------------
Deferred tax asset, net 47,603 43,681
---------------------
Deferred tax liability (3,228) (4,131)
---------------------
Net deferred tax asset 44,375 39,550
Current portion 5,000 6,000
---------------------
Long-term portion $ 39,375 $ 33,550
=====================

As of October 31, 1995, the Company had federal net operating loss
carryforwards totaling $207,082,000 which expire $71,036,000 in 1998,
$112,880,000 in 1999, $6,146,000 in 2001 and $17,020,000 in 2010. The
Company also has investment tax credit carryforwards of $3,506,000 expiring
from 1997 through 2000. The Company has established a valuation allowance
due to the uncertainty that the full amount of those credits and operating
loss carryforwards will be applied against future taxable income. This
allowance was reduced by $2,000,000 in 1994 due to the expiration of
investment tax credits to which a portion of the allowance applied. While a
continuation of the Company's 1995 taxable income level is not sufficient
to realize the portion of the net deferred tax asset related to the
operating loss carryforwards before the expiration periods, the Company
feels that its 1995 operating results are not indicative of future
performance. Historically, the Company had taxable income in excess of the
amount necessary for realization and believes it will do so again in future
years. The amount of the deferred tax asset considered realizable,
however, could be reduced in the near term if estimates of future taxable
income during the carryforward period are reduced. Cumulative taxable
income of approximately $53,000,000 through 1999 will be necessary to
realize the net deferred tax asset before expiration of a majority of the
net operating loss carryforwards. Future adjustments to the valuation
allowance deemed appropriate due to changed circumstances will be
recognized as a separate component of the provision for income taxes.

NOTE 10. COMMITMENTS AND CONTINGENCIES

The Company retains a significant portion of certain insurable risks
primarily in the medical, dental, workers' compensation, general liability
and property areas. Traditional insurance coverage is obtained for
catastrophic losses. Provisions for losses expected under these programs
are recorded based upon the Company's estimates of liabilities for claims
incurred, including those not yet reported. Such estimates utilize prior
Company history and actuarial assumptions followed in the insurance
industry. The Company has provided letters of credit totaling $9,999,000
in connection with certain of these insurance programs.

The Company is involved in various lawsuits and claims arising from the
conduct of its business and has guaranteed certain indebtedness and leases
of its franchisees and others. Management believes the ultimate
disposition of these matters will not have a material adverse effect on the
Company's consolidated financial position or results of operations.

At October 31, 1995, the Company had contractual commitments for restaurant
construction of approximately $230,000.

NOTE 11. QUARTERLY FINANCIAL DATA (UNAUDITED)

The Company's quarterly results of operations are summarized as follows (in
thousands, except per share data):

Quarter ended
--------------------------------------------
February 19, May 14, August 6, October 31,
1995 (a) 1995 1995 1995 (a)
--------------------------------------------
Revenues $ 124,033 $ 85,324 $ 83,216 $ 81,265
Restaurant operating income (loss) 11,706 5,810 (1,063) (20)
Net income (loss) 2,499 158 (3,978) (3,211)
Net income (loss) per common and
dilutive common equivalent share .26 .02 (.44) (.36)
============================================

Quarter ended
--------------------------------------------
February 20, May 15, August 7, October 30,
1994 (a) 1994 1994 1994
--------------------------------------------
Revenues $ 130,826 $ 97,045 $ 93,583 $ 91,190
Restaurant operating income 16,343 12,104 10,586 7,675
Net income (loss) 3,620 2,427 1,515 (14,200)(b)
Net income (loss) per common and
dilutive common equivalent share .36 .25 .16 (1.49)
============================================
(a) The quarterly periods ended February 19, 1995, and February 20, 1994 were
comprised of sixteen weeks each. The remainder of the Company's quarterly
periods were comprised of twelve weeks each except for the fourth quarter of
1995 which consisted of twelve weeks and two days. In fiscal 1995, the
Company switched its fiscal year end to the last day of October rather than
the last Sunday in October. Sales for the extra two days in fiscal 1995's
fourth quarter totaled $1,216,000. Each fiscal quarter in subsequent years
will consist of three months.

(b) Includes pre-tax asset disposal, restructuring and related cost charge
of $23,000,000 and $1,918,000 income from settlement of litigation.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

ITEM 11. EXECUTIVE COMPENSATION.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company will file a definitive proxy statement pursuant to Regulation
14A for its 1996 Annual Meeting of Shareholders. Such statement will be
filed no later than 120 days after the close of the fiscal year covered by
this Form 10-K. Except for certain information concerning executive
officers of the Company which is included in Part I of this Form 10-K, the
information called for by the above items will be included in such
definitive proxy statement under "Election of Directors", "Certain
Transactions", "Compensation of Directors and Executive Officers" and
"Voting Securities and Principal Holders Thereof", which is incorporated
herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) (1) The following Consolidated Financial Statements of VICORP
Restaurants, Inc. are filed as part of this report:

Management's Report on Financial Statements.

Report of Independent Public Accountants.

Consolidated Balance Sheets - October 31, 1995 and October 30, 1994.

Consolidated Statements of Operations - Years ended October 31, 1995,
October 30, 1994 and October 31, 1993.

Consolidated Statements of Cash Flows - Years ended October 31, 1995,
October 30, 1994 and October 31, 1993.

Consolidated Statements of Shareholders' Equity - Years ended October
31, 1995, October 30, 1994 and October 31, 1993 as presented in Note 6
of Notes to Consolidated Financial Statements.

(a) (2) The following financial statement schedule for VICORP Restaurants,Inc.,
as listed in the Index below, is included herein beginning on page 35.

Report of Independent Public Accountants on Financial Statement
Schedule.

Schedule II - Valuation and Qualifying Accounts for the years ended
October 31, 1995, October 30, 1994 and October 31, 1993.

All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable, and
therefore have been omitted.

(a) (3) The exhibits filed in response to Item 601 of Regulation S-K are
listed in the Exhibit Index on Page 37.

For the purpose of complying with the amendments to the rules
governing Form S-8 (effective July 13, 1990) under the Securities Act
of 1933, the undersigned registrant hereby undertakes as follows,
which undertaking shall be incorporated by reference into registrant's
currently effective Registration Statements on Form S-8:

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to any statute, charter
provisions, bylaws, contract, or other arrangements, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceedings) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.

(b) Reports on Form 8-K filed in fourth quarter of 1995:

Form 8-K dated September 22, 1995.
Item 8. Change in fiscal year.

(d) Financial statement schedules filed with this report follow:

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To VICORP Restaurants, Inc.:

We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements of VICORP Restaurants, Inc. and
subsidiary included in this form 10-K and have issued our report thereon
dated December 12, 1995. Our audit was made for the purpose of forming an
opinion on the basic financial statements taken as a whole. The schedule
listed in the attached index is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. The
schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP
Denver, Colorado,
December 12, 1995.

VICORP Restaurants, Inc.
Schedule II - VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended October 31, 1995

(in thousands)
<TABLE>
<CAPTION>

Column A Column B Column C Column D Column E
- -------- ---------- -------------------- --------- ---------
Additions
--------------------
Balance at Charged to Charged Balance
beginning costs and to other at end
Description of period expenses accounts Deductions of period
- ----------- ---------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Year ended October 31, 1995:
Allowance for doubtful accounts $ 3,037 $ 25 $ 234 (4) $ 1,028 (1) $ 2,268
Discounts 1,170 (63) -- 357 (5) 750
Allowance for loss on disposal 12,427 -- -- 5,575 (1) 6,852
Accumulated amortization 6,215 689 -- 1,230 (3) 5,674
---------- ---------- -------- ---------- ---------
$ 22,849 $ 651 $ 234 $ 8,190 $ 15,544
========== ========== ======== ========== =========
Year ended October 30, 1994:
Allowance for doubtful accounts $ 4,657 $ 185 $ 295 (4) $ 2,100 (1) $ 3,037
Discounts 1,019 (115) 266 (2) -- 1,170
Allowance for loss on disposal 2,615 10,675 -- 863 (1) 12,427
Accumulated amortization 5,549 813 -- 147 (3) 6,215
---------- ---------- -------- ---------- ---------
$ 13,840 $11,558 $ 561 $ 3,110 $ 22,849
========== ========== ======== ========== =========
Year ended October 31, 1993:
Allowance for doubtful accounts $ 5,018 $ 410 $ 248 (4) $ 1,019 (1) $ 4,657
Discounts 93 (20) 946 (2) -- 1,019
Allowance for loss on disposal 2,733 -- -- 118 (1) 2,615
Accumulated amortization 4,820 900 -- 171 (3) 5,549
---------- ---------- -------- ---------- ---------
$ 12,664 $ 1,290 $1,194 $ 1,308 $ 13,840
========== ========== ======== ========== =========
</TABLE>
(1) Charges to the accounts for purposes for which the reserves were
created. Deductions to the allowance for doubtful accounts in 1994
includes $1,918,000 reversal of previously established allowance due to
settlement of litigation in excess of the net receivable previously
recognized for the claim.
(2) Establishment of discounts on receivables.
(3) Asset dispositions and write-offs of fully amortized assets.
(4) Establishment of reserves by charges directly to income.
(5) Recognition of deferred gains.

Year-end balances are reflected in the Consolidated Balance Sheets as
follows:

October 31, October 30,
1995 1994
---------- ----------
Deducted from current receivables $ 1,067 $ 1,480
Deducted from property and equipment 6,619 11,374
Deducted from long-term receivables 1,951 2,727
Deducted from other assets 5,907 7,268
---------- ----------
$ 15,544 $ 22,849
========== ==========

EXHIBIT INDEX

The following documents are filed as a part of this report. Those exhibits
previously filed and incorporated herein by reference are identified below
by an asterisk (*). For each such exhibit there is shown below the filing
and exhibit number of the document in the previous filing. The registration
statements were filed by the Company unless otherwise indicated. Exhibits
which are not required for this report are omitted.

Exhibit Description of Document
- ------- -----------------------
3 - *(i) Articles of Incorporation, as Amended - Form 10-K for the year
ended October 29, 1989.
- *(ii) Bylaws - Form 10-K for the year ended October 29, 1989.
4 - *(i) Specimen Stock Certificate - Form 10-K for the year ended
October 30, 1988.
- *(ii) Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock of VICORP
Restaurants, Inc. - Current Report of VICORP Restaurants, Inc.
on Form 8-K dated May 26, 1987.
- *(iii) Rights Agreement dated as of May 12, 1987 between VICORP
Restaurants, Inc. and Bank of America National Trust &
Savings Association as Rights Agent - Current Report of VICORP
Restaurants, Inc. on Form 8-K dated May 26, 1987.
10 - Material Contracts
*(i) Franchise Operating Agreement - Registration Statement 2-83326,
Exhibit 10(b).
*(ii) Amended & Restated Credit Agreement dated April 19, 1991
between VICORP Restaurants, Inc. and Citibank, N.A. ("Amended &
Restated Credit Agreement"). - Form 10-K for the year ended
October 27, 1991, Exhibit 10(viii).
*(iii) Equipment Lease Agreement dated as of August 15, 1991 between
Citicorp Leasing, Inc. and VICORP Restaurants, Inc. -
Form 10-K for the year ended October 27, 1991, Exhibit 10(ix).
*(iv) Assignment and Acceptance dated October 10, 1991 between
Citibank N.A. and NCNB Texas National Bank - Form 10-K for the
year ended October 27, 1991, Exhibit 10(x).
*(v) Amendment No. 2 dated February 10, 1992 to Amended & Restated
Credit Agreement - Form 10-K for the year ended October 25,
1992, Exhibit 10(xi).
*(vi) Second Amended and Restated Credit Agreement dated June 18,
1993 between VICORP Restaurants, Inc. and Citibank N.A. and
NationsBank of Texas, N.A. (Second Amended and Restated Credit
Agreement) - Form 10-Q for the quarter ended May 9, 1993,
Exhibit 10(a).
*(vii) Amendment No. 1 dated May 1, 1995 to Second Amendment and
Restated Credit Agreement - Form 10-Q for the quarter ended
May 14, 1995, Exhibit 10.
*(viii) Amendment No. 2 dated August 1, 1995 to Second Amendment and
Restated Credit Agreement - Form 10-Q for the quarter ended
August 6, 1995 - Exhibit 10.
(ix) Amendment No. 3 dated October 31, 1995 to Second Amendment
& Restated Credit Agreement.
(x) Executive Compensation Plans and Arrangements
*(a) 1982 Incentive Stock Option Plan - Registration Statement
2-78250, Exhibit 10(c).
*(b) Amendment to 1982 Incentive Stock Option Plan - Form 10-Q
for the quarter ended May 10, 1987, Exhibit 10(i).
*(c) Amendment to 1982 Incentive Stock Option Plan - Form 10-Q
for the quarter ended August 2, 1987, Exhibit 10.
*(d) Amendment to 1982 Incentive Stock Option Plan - Form 10-Q
for the quarter ended May 8, 1988, Exhibit 10.
*(e) Amendment to 1982 Incentive Stock Option Plan - Form 10-K
for the year ended October 25, 1992, Exhibit 10(ix).
(f) Amendment to 1982 Incentive Stock Option Plan dated
April 11, 1995.
*(g) 1983 Non-Qualified Stock Option Plan - Registration
Statement 2-83326, Exhibit 10(c).
*(h) Amendment to 1983 Non-Qualified Stock Option Plan - Form
10-Q for the quarter ended May 10, 1987, Exhibit 10(ii).
*(i) Amendment to 1983 Non-Qualified Stock Option Plan - Form
10-K for the year ended October 25, 1992, Exhibit 10(x).
(j) Amendment to 1983 Non-Qualified Stock Option Plan dated
April 11, 1995.
*(k) VICORP Restaurants, Inc. Outstanding Stock Purchase Plan
(1989) - Registration Statement 33-32608, Exhibit 4(h).
*(l) Deferred Compensation Plan of VICORP Restaurants, Inc. as
amended - Form 10-K for the year ended October 31, 1993,
Exhibit 10(vi)(1).
*(m) Form Severance Agreement (Executive Officers excluding
Frederickson and Jenkins) - Form 10-K for the year ended
October 31, 1993, Exhibit 10(vi).
*(n) Severance Agreement Charles R. Frederickson - Form 10-K
for the year ended October 31, 1993, Exhibit 10(vi).
*(o) Employment Agreement of J. Michael Jenkins dated August
26, 1994 - Form 10-K for year ended October 30, 1994,
Exhibit 10 (vi)(n).
*(p) Stock Option Agreement for J. Michael Jenkins dated August
26, 1994 - Form 10-K for year ended October 30, 1994,
Exhibit 10 (vi)(o).
(q) Employment Severance & Release Agreement - James F. Caruso.
(r) Employment Severance & Release Agreement - Dennis L. Kuper.
(s) Employment Agreement of Nicholas Galanos dated February 3,
1995.
23 - Consents of Accountants
24 - Power of Attorney
27 - Financial Data Schedule

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized, on the
18th day of January, 1996.

VICORP Restaurants, Inc. (Registrant)

By /s/ Charles R. Frederickson
Charles R. Frederickson, Chairman of the Board
and Co-Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on January 18, 1996 on
behalf of the registrant and in the capacities indicated.

Signature Title
--------- -----
/s/ Charles R. Frederickson Chairman of the Board and Co-Chief Executive
(Charles R. Frederickson) Officer

/s/ J. Michael Jenkins Director, President and Co-Chief Executive
(J. Michael Jenkins) Officer

/s/ David D. Womack Controller
(David D. Womack) (Principal Financial and Accounting Officer)

/s/ Charles R. Frederickson
(Charles R. Frederickson)*

* Charles R. Frederickson, as attorney-in-fact for Carole Lewis Anderson,
Bruce B. Brundage, John C. Hoyt, Robert T. Marto, Dudley C. Mecum, Dennis
B. Robertson, and Arthur Zankel, constituting a majority of the Board of
Directors of the registrant.

Amendment No. 3
Dated as of October 31, 1995

Second Amendment and Restated Credit Agreement
Dated as of June 18, 1993

This AMENDMENT No. 3 ("Amendment") dated as of October 31, 1995 is
entered into by and among VICORP Restaurants, Inc., a Colorado corporation
(the "Borrower"), Citibank, N.A. and NationsBank of Texas, N.A., as lenders
(the "Lenders"), and Citibank, N.A., as agent for the lenders (in such capacity,
the "Agent").

RECITALS

A. The Borrower, the Lenders and the Agent are parties to that
certain Second Amended and Restated Credit Agreement dated as of June 18, 1993
(as amended, the "Loan Agreement"). Terms defined in the Loan Agreement and not
otherwise defined herein are used herein as defined in the Loan Agreement.

B. The Borrower has requested that the Lenders and the Agent amend,
and the Lenders and the Agent have agreed to amend, certain provisions of the
Loan Agreement as set forth below.

NOW, THEREFORE, the Borrower, the Lenders and the Agent agree as
follows:

SECTION 1. Amendment. Subject to the conditions set forth in Section
2 herein, the Borrower, the Lenders and the Agent hereby amend the Loan
Agreement as follows:

(a) Section 7.03(b) of the Loan Agreement is amended to provide that
the Borrower is required to maintain a ratio of Consolidated Unsubordinated
Liabilities to Consolidated Tangible Net Worth of no more than .92 to 1 as
of the last day of the fiscal quarter ended October 31, 1995, and of no more
than .90 to 1 as of the last day of each fiscal quarter thereafter;

(b) Section 7.03(c) of the Loan Agreement is amended to provide that
clause (i) will be "$124,000,000" for the fiscal quarter ended October 31, 1995,
and that clause (i) will be "$125,000,000" for each fiscal quarter thereafter;
and

(c) Section 7.03(e) of the Loan Agreement is amended to provide that
the Borrower is required to maintain a fixed charge coverage ratio (as set forth
in such Section 7.03(e)) greater than or equal to .95 to 1 for the fiscal
quarter ending on October 31, 1995; and to maintain a fixed charge coverage
ratio greater than or equal to 1.75 to 1 as of the last day of each fiscal
quarter thereafter.

SECTION 2. Conditions Precedent to Amendment.
This Amendment shall be deemed to be effective as of October 31, 1995 upon the
satisfaction of each of the following conditions precedent: (a) the receipt by
the Agent of four (4) original copies of this Amendment duly executed and
delivered by a duly authorized officer of the Borrower and of each Lender; and
(b) the absence of any Default or Event of Default under the Loan Agreement.

SECTION 3. Representations and Warranties of the Borrower. (a) Upon
the Effectiveness of this Amendment, the Borrower hereby reaffirms all
covenants, representations and warranties made in the Loan Agreement and agrees
that all such covenants, representations and warranties shall be
deemed to have been re-made as of the effective date of this Amendment.

(b) The Borrower hereby represents and warrants that this Amendment
constitutes the legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally, and general principles
of equity which may limit the availability of equitable remedies.

SECTION 4. Reference to and Effect on the Loan Agreement. (a) The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Lenders and the Agent under the Loan
Agreement or any other document, instrument or agreement executed in connection
therewith, nor constitute a waiver of any provision contained therein, except as
specifically set forth herein.

(b) Upon the effectiveness of this Amendment, each reference in the
Loan Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of
like import shall mean and be a reference to the Loan Agreement as amended
hereby, and each reference to the Loan Agreement in any other document,
instrument or agreement executed and/or delivered in connection with the Loan
Agreement shall mean and be a reference to the Loan Agreement as amended hereby.

(c) Except as specifically amended hereby, the Loan Agreement and any
other document, instrument or agreement executed in connection therewith shall
remain in full force and effect and are hereby ratified and confirmed.

SECTION 5. Governing Law. This Amendment shall be governed by and
construed in accordance with the other remaining terms of the Loan Agreement and
the internal laws (as opposed to conflict of law provisions) of the State of
New York.

SECTION 6. Section Titles. The section titles contained in this
Amendment are and shall be without substance, meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.

SECTION 7. Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

VICORP RESTAURANTS, INC.

By: /s/ Charles R. Frederickson

Name: Charles R. Frederickson
Title: Chairman of the Board

By: /s/ Jack A. Baldwin

Name: Jack A. Baldwin
Title: Assistant Treasurer

CITIBANK, N.A.

By: /s/ Marjorie Futornick
Marjorie Futornick
Vice President

NATIONSBANK OF TEXAS, N.A.

By: /s/ Gloria Holland
Gloria Holland
Vice President

CITIBANK, N.A., as Agent

By: /s/ Marjorie Futornick
Marjorie Futornick
Vice President

AMENDMENT TO 1982 INCENTIVE
AND NON-QUALIFIED
STOCK OPTION PLAN OF VICORP RESTAURANTS, INC.

VICORP Restaurants, Inc. (the "Corporation") hereby
amends its 1982 Incentive and Non-Qualified Stock Option Plan
(the "Plan") effective the 11th day of April, 1995.

RECITALS

A. The Corporation adopted the Plan on the 29th day of
June, 1982, and amended the same as of December 16, 1986; June
25, 1987; August 25, 1987; April 12, 1988; and March 27, 1992.

B. The Corporation now desires to further amend such Plan.

C. Article 15 of the Plan provides:

"The Board of Directors may amend or
discontinue this Plan at any time provided
that no unexercised option granted under this
Plan may be altered or canceled, except in
accordance with its terms, without the
written consent of the participant to whom
such option was granted; and provided further
that, without the approval of the stockholders,
no amendment may change (except as provided in
Article 12) either the aggregate number of shares
which may be issued under the Plan, or the designation
or the class of employees eligible to receive
options as provided in Article 3 or remove
the administration of this Plan from the Committee."

D. The stockholders of the Corporation approved this amendment to the
Plan at the Corporation's annual meeting of stockholders on
April 11, 1995.

AMENDMENT

NOW, THEREFORE, the Corporation does amend the Plan as follows:

1. Article 16 of the Plan is hereby
amended to read as follows: "No option shall
be granted hereunder after June 29, 2002."

2. Any inconsistent provisions of the
Plan shall be read to be consistent with this
Amendment.

3. Except as amended above, the Corporation
hereby affirms and readopts each and every other
provision of the Plan.

4. The effective date of this Amendment
shall be April 11, 1995.

IN WITNESS WHEREOF, VICORP Restaurants, Inc. has
executed this Amendment by its duly authorized officers as of the
11th day of April, 1995.

VICORP RESTAURANTS, INC.

By /s/ Charles R. Frederickson

Charles R. Frederickson, Chairman

[CORPORATE SEAL]

ATTEST:

By /s/ Stanley Ereckson, Jr.

Stanley Ereckson, Jr., Secretary

AMENDMENT TO 1983 NON-QUALIFIED
STOCK OPTION PLAN OF VICORP RESTAURANTS, INC.

VICORP Restaurants, Inc. (the "Corporation") hereby
amends its 1983 Non-Qualified Stock Option Plan (the "Plan")
effective the 11th day of April, 1995.

RECITALS

A. The Corporation adopted the Plan on the 30th day of
March, 1983, and amended the same as of April 9, 1987; August 25,
1987; March 30, 1989; and March 27, 1992.

B. The Corporation now desires to further amend such Plan.

C. Article 15 of the Plan provides:

D. The stockholders of the Corporation approved this amendment to the
Plan at the Corporation's annual meeting of stockholders on
April 11, 1995.

AMENDMENT

NOW, THEREFORE, the Corporation does amend the Plan as follows:

1. Article 4, sentence 1 of the Plan is
hereby amended to read as follows: "The
stock for which options may be granted and
which may be sold pursuant to this Plan shall
not, subject to Article 12, exceed in the
aggregate three hundred thousand (300,000)
shares of the Corporation's common stock."

2. Article 16 of the Plan is hereby
amended to read as follows: "No option shall
be granted under this Plan after June 29,
2002."

3. Any inconsistent provisions of the
Plan shall be read to be consistent with this
Amendment.

4. Except as amended above, the
Corporation hereby affirms and readopts each
and every other provision of the Plan.

5. The effective date of this Amendment
shall be April 11, 1995.

IN WITNESS WHEREOF, VICORP Restaurants, Inc. has
executed this Amendment by its duly authorized officers as of the
11th day of April, 1995.

VICORP RESTAURANTS, INC.

By /s/ Charles R. Frederickson

Charles R. Frederickson, Chairman

[CORPORATE SEAL]

ATTEST:

By /s/ Stanley Ereckson, Jr.

Stanley Ereckson, Jr., Secretary

February 16, 1995

James F. Caruso
173 Marion Street
Denver, Colorado 80218

Re: Employment Severance and Release Agreement

Dear Mr. Caruso:

The purpose of this letter is to put into written form the
agreement with respect to your termination of employment with
VICORP Restaurants, Inc. ("VICORP"). The agreement is:

Employment: You will be relieved of any further duties with
VICORP on February 16, 1995. Your status as an employee shall
terminate on February 17, 1995.

Salary: VICORP shall pay you your base salary through February
17, 1995, plus any accrued and unused vacation through that date.
Federal and state withholding and other authorized deductions
shall be taken from those amounts. Such payments shall be made
to you by no later than February 17, 1995.

Benefits: Your entitlement to participate in the benefits
offered by VICORP shall cease as of February 17, 1995. Any
rights accrued under those plans to the date of termination shall
be governed by the provisions of the respective plans.
Notwithstanding that fact, however, you will be provided
continuation rights with respect to medical and dental benefits
as required under the Consolidated Omnibus Budget Reconciliation
Act of 1985 ("COBRA").

Stock Options: VICORP confirms your right to exercise until May
18, 1995 any options which were granted to you to purchase
VICORP's common stock and which were vested as of February 17,
1995. In no event, however, shall any granted but unvested
options vest subsequent to February 17, 1995.

Severance: VICORP shall pay to you $201,666, less appropriate
federal and state withholding, as severance pay in recognition of
your service to VICORP. The payment shall be made to you in a
lump sum payment immediately after the expiration of the
revocation period provided for in this agreement.

Confidential Information: In the course of your employment, you
have been exposed to trade secrets and other information which is
of vital importance to VICORP's business. All information,
whether written or not, regarding VICORP's business, is
confidential. You agree that you will not, directly or
indirectly, at any time disclose any trade secrets or
confidential information of VICORP which you have obtained during
the course of your employment with VICORP. Nothing in this
agreement shall prevent you from using your general knowledge,
skill and experience in gainful employment by a third party
subsequent to your termination from VICORP.

Return of Documents: You have agreed to immediately return to
VICORP any and all keys, charge cards, company documents, and any
and all other items of VICORP which are in your possession.

Continued Assistance: You have agreed to continue to cooperate
with VICORP as needed with regard to any legal action which may
necessitate your involvement and which arose during your tenure
with VICORP. Any out-of-pocket expenses incurred by you in
connection with your involvement shall be paid by VICORP.

Out-Placement Assistance: You will be eligible to receive the
three-month out-placement package at the Company's expense
through the firm of AIM/Enterchange.

Mutual Release: Except for any obligations described in this
letter, you hereby release VICORP and its officers, directors,
shareholders, and employees; and VICORP hereby releases you from
any and all claims, agreements, promises, actions, and
obligations that each may have against the other arising out of
the employment relationship. This release covers claims and
obligations, even if they are unknown at this time, including but
not limited to any contract or tort claims and any claims based
on rights under the Age Discrimination in Employment Act of 1967,
29 U.S.C. 621. VICORP and you also agree as to any such claim
neither VICORP nor you will start or pursue any complaint or
proceeding against the other before any court, tribunal or
governmental agency. In consideration for the foregoing release,
VICORP shall pay to you $18,333 at the expiration of the
revocation period defined below.

Miscellaneous: You are entering into this agreement freely and
voluntarily and acknowledge that you have been advised of your
right to consult legal counsel and that you have had an
opportunity to do so. In the event any term of this agreement is
unenforceable, then such unenforceable term would be altered so
as to be enforceable. If that is not possible, then it will be
deleted from this agreement and the remaining part of the
agreement will remain in effect. This agreement constitutes the
entire agreement between the parties with respect to this matter
and supersedes any prior agreements, whether oral or written.
Any change or modification of this agreement to be valid must be
in writing signed by each of us and the terms and provisions of
this agreement shall be binding upon our respective successors,
assigns, heirs, executors, administrators, and representatives.

Revocation Period: You (a) shall have a period of twenty-one
(21) days from the date of delivery of this agreement to accept
the agreement, and (b) shall have seven (7) days following your
execution of this agreement during which you may revoke the
agreement by providing VICORP written notice of your revocation.
If this agreement is not revoked by you during said seven (7) day
period, it shall be deemed accepted. The provisions of this
agreement relating to severance, outplacement assistance, and
mutual release shall not be effective or enforceable until the
revocation period has expired; all other provisions shall be
effective as of February 17, 1995.

Sincerely,

/s/ J. Michael Jenkins

Accepted and agreed to
J. Michael Jenkins
President
/s/ James F. Caruso
James F. Caruso

SE/ts
17 February 1995
----------------
Date

October 9, 1995

Dennis L. Kuper
740 Olive Street
Denver, Colorado 80220

Re: Employment Severance and Release Agreement

Dear Mr. Kuper:

The purpose of this letter is to put into written form the
agreement with respect to your termination of employment with
VICORP Restaurants, Inc. ("VICORP"). The agreement is:

Employment: You will be relieved of any further duties with
VICORP on October 9, 1995. Your status as an employee shall
terminate on October 9, 1995.

Salary: VICORP shall pay you your base salary through October 9,
1995, plus any accrued and unused vacation through that date.
Federal and state withholding and other authorized deductions
shall be taken from those amounts. Such payments shall be made
to you by no later than October 9, 1995.

Benefits: Your entitlement to participate in the benefits
offered by VICORP shall cease as of October 9, 1995. Any rights
accrued under those plans to the date of termination shall be
governed by the provisions of the respective plans.
Notwithstanding that fact, however, you will be provided
continuation rights with respect to medical and dental benefits
as required under the Consolidated Omnibus Budget Reconciliation
Act of 1985 ("COBRA").

Stock Options: VICORP confirms your right to exercise until
January 8, 1996 any options which were granted to you to purchase
VICORP's common stock and which were vested as of October 9,
1995. In no event, however, shall any granted but unvested
options vest subsequent to October 9, 1995.

Severance: On January 3, 1996 VICORP shall pay to you $128,333,
less appropriate federal and state withholding, as severance pay
in recognition of your service to VICORP.

Nothing in this agreement shall prevent you from using your
general knowledge, skill and experience in gainful employment by
a third party subsequent to your termination from VICORP.

Return of Documents: You have agreed to immediately return to
VICORP any and all keys, charge cards, company documents, and any
and all other items of VICORP which are in your possession.

Out-Placement Assistance: You will be eligible to receive the
three-month out-placement package at the Company's expense
through the firm of AIM/Executive.

Mutual Release: Except for any obligations described in this
letter, you hereby release VICORP and its officers, directors,
shareholders, and employees; and VICORP hereby releases you from
any and all claims, agreements, promises, actions, and
obligations that each may have against the other arising out of
the employment relationship. This release covers claims and
obligations, even if they are unknown at this time, including but
not limited to any contract or tort claims and any claims based
on rights under the Age Discrimination in Employment Act of 1967,
29 U.S.C. 621. VICORP and you also agree as to any such claim
neither VICORP nor you will start or pursue any complaint or
proceeding against the other before any court, tribunal or
governmental agency. In consideration for the foregoing release,
VICORP shall pay to you $11,667 at the expiration of the
revocation period defined below.

Sincerely,

/s/ J. Michael Jenkins
Accepted and agreed to
J. Michael Jenkins
President

/s/ Dennis L. Kuper
Dennis L. Kuper

SE/ts

10/24/95
--------
Date

February 3, 1995

VIA FAX (214) 522-7437

Nick Galanos
2001 Coit Road, Suite #166
Plano, Texas 75075

Re: President/Angel's Diner Division

Dear Nick:

This letter will confirm the terms of your employment with VICORP Restaurants,
Inc. ("VICORP"). Those terms are:

1. You have been employed into the position of President/Angel's Diner
Division.

2. Your employment commenced on February 1, 1995 and shall continue on
an at-will basis indefinitely.

3. In that position, your duties will be to discharge the duties of the
President of the Angel's Diner Division and to perform such duties
and services of an executive administrative and managerial nature as
shall be specified and designated from time to time by the President
of VICORP.

4. Your immediate supervisor will be the President of VICORP.

5. The compensation package you will receive is:

A. A bi-weekly base salary of $7,692.31 (representing an annualized
base salary of $200,000).

B. You will be eligible to earn an annual bonus equal to 10% of
Angel's Divisional Operating Income. Divisional operating income
is defined as dollars of Store Operating Profit minus Division
Overhead Expenses. In no event, however, shall your bonus exceed,
on a cumulative basis, $2.5 million over the fiscal year period
1995 through 1999.

C. You will be eligible to participate in VICORP's standard benefits
programs, consistent with the terms of those programs, that are
offered to other officers of VICORP. You will receive complete
information on each of the benefits offered to officers of
VICORP at your orientation.

D. The company will reimburse you for all travel and other business
expenses in accordance with VICORP's business expense reimbursement
guidelines, except, however, when first-class air travel is
available, VICORP agrees to pay for up-grade stickers. Further,
VICORP agrees to purchase air pass mileage blocks from American
Airlines to help reduce your travel costs.

E. In the event of your involuntary termination by VICORP, which is
not for cause, VICORP agrees that it will pay to you a severance
package equal to one year's base salary, plus benefit coverages
for up to the earlier of 12 months or until you secure another
position which includes benefits coverages.

Hopefully, the above is a correct expression of our understanding of the terms
of your employment. To the extent, however, you have additional questions or
concerns, please feel free to contact me, so that we can clarify any confusions.

On behalf of VICORP, I am happy that you have chosen to become a member of the
VICORP team and look forward to the contributions that you can bring in the
development and growth of the Angel's Diner Division.

Sincerely,

/s/ J. Michael Jenkins
J. Michael Jenkins
President

Acknowledged and agreed to this 3rd day of February, 1995

/s/ Nick Galanos
Nick Galanos

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference of our reports included in this
Form 10-K, into the Company's previously filed Registration
Statements, File No. 33-26650, 33-32608, 33-34447, 33-48205,
33-43889 and 33-49166.

ARTHUR ANDERSEN LLP

Denver, Colorado.
January 18, 1996

POWER OF ATTORNEY

The undersigned, Carole Lewis Anderson, a Director of
VICORP Restaurants, Inc. (the "Company"), a Colorado corporation,
does hereby constitute and appoint Charles R. Frederickson and J.
Michael Jenkins, or either of them with full power of substitution,
as the undersigned's attorney-in-fact with authority to execute on
behalf of the undersigned, in the undersigned's capacity as a
Director of the Company, the Company's Annual Report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, on
Form 10-K, and all amendments thereto, which Report is to be filed
with the Securities and Exchange Commission on or before January 29, 1996.

The undersigned hereby ratifies and confirms all that
said attorney may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set her
hand and seal this first day of December, 1995.

/s/ Carole Lewis Anderson
Carole Lewis Anderson
Director

STATE OF COLORADO )
) ss.
COUNTY OF DENVER )

This first day of December, 1995, before me came Carole
Lewis Anderson, known to me to be the individual described
herein, and executed the foregoing Power of Attorney, and
acknowledged that she executed the same.

My commission expires 8/25/98.

WITNESS my hand and official seal.

/s/ Toni A. Schreivogel
Toni A. Schreivogel
Notary Public
400 West 48th Avenue
Denver, Colorado 80216

{SEAL}

POWER OF ATTORNEY

The undersigned, Bruce B. Brundage, a Director of
VICORP Restaurants, Inc. (the "Company"), a Colorado corporation,
does hereby constitute and appoint Charles R. Frederickson and J.
Michael Jenkins, or either of them with full power of substitution,
as the undersigned's attorney-in-fact with authority to execute on
behalf of the undersigned, in the undersigned's capacity as a
Director of the Company, the Company's Annual Report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, on
Form 10-K, and all amendments thereto, which Report is to be filed
with the Securities and Exchange Commission on or before January 29, 1996.

The undersigned hereby ratifies and confirms all that
said attorney may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his
hand and seal this first day of December, 1995.

/s/ Bruce B. Brundage
Bruce B. Brundage
Director

STATE OF COLORADO )
) ss.
COUNTY OF DENVER )

This first day of December, 1995, before me came Bruce
B. Brundage, known to me to be the individual described herein,
and executed the foregoing Power of Attorney, and acknowledged
that he executed the same.

My commission expires 8/25/98.

WITNESS my hand and official seal.

/s/ Toni A. Schreivogel
Toni A. Schreivogel
Notary Public
400 West 48th Avenue
Denver, Colorado 80216
{SEAL}

POWER OF ATTORNEY

The undersigned, Charles R. Frederickson, a Director of
VICORP Restaurants, Inc. (the "Company"), a Colorado corporation,
does hereby constitute and appoint J. Michael Jenkins with full
power of substitution, as the undersigned's attorney-in-fact with
authority to execute on behalf of the undersigned, in the
undersigned's capacity as a Director of the Company, the
Company's Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, on Form 10-K, and all amendments
thereto, which Report is to be filed with the Securities and
Exchange Commission on or before January 29, 1996.

The undersigned hereby ratifies and confirms all that
said attorney may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his
hand and seal this first day of December, 1995.

/s/ Charles R. Frederickson
Charles R. Frederickson
Director

STATE OF COLORADO )
) ss.
COUNTY OF DENVER )

This first day of December, 1995, before me came
Charles R. Frederickson, known to me to be the individual
described herein, and executed the foregoing Power of Attorney,
and acknowledged that he executed the same.

My commission expires 8/25/98.

WITNESS my hand and official seal.

/s/ Toni A. Schreivogel
Toni A. Schreivogel
Notary Public
400 West 48th Avenue
Denver, Colorado 80216
{SEAL}

POWER OF ATTORNEY

The undersigned, John C. Hoyt, a Director of VICORP
Restaurants, Inc. (the "Company"), a Colorado corporation, does
hereby constitute and appoint Charles R. Frederickson and J.
Michael Jenkins, or either of them with full power of substitution,
as the undersigned's attorney-in-fact with authority to execute on
behalf of the undersigned, in the undersigned's capacity as a
Director of the Company, the Company's Annual Report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, on
Form 10-K, and all amendments thereto, which Report is to be filed
with the Securities and Exchange Commission on or before January 29, 1996.

The undersigned hereby ratifies and confirms all that
said attorney may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his
hand and seal this first day of December, 1995.

/s/ John C. Hoyt
John C. Hoyt
Director

STATE OF COLORADO )
) ss.
COUNTY OF DENVER )

This first day of December, 1995, before me came John
C. Hoyt, known to me to be the individual described herein, and
executed the foregoing Power of Attorney, and acknowledged that
he executed the same.

My commission expires 8/25/98.

WITNESS my hand and official seal.

/s/ Toni A. Schreivogel
Toni A. Schreivogel
Notary Public
400 West 48th Avenue
Denver, Colorado 80216

{SEAL}

POWER OF ATTORNEY

The undersigned, J. Michael Jenkins, a Director of
VICORP Restaurants, Inc. (the "Company"), a Colorado corporation,
does hereby constitute and appoint Charles R. Frederickson with
full power of substitution, as the undersigned's attorney-in-fact
with authority to execute on behalf of the undersigned, in the
undersigned's capacity as a Director of the Company, the
Company's Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, on Form 10-K, and all amendments
thereto, which Report is to be filed with the Securities and
Exchange Commission on or before January 29, 1996.

The undersigned hereby ratifies and confirms all that
said attorney may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his
hand and seal this first day of December, 1995.

/s/ J. Michael Jenkins
J. Michael Jenkins
Director

STATE OF COLORADO )
) ss.
COUNTY OF DENVER )

This first day of December, 1995, before me came J.
Michael Jenkins, known to me to be the individual described
herein, and executed the foregoing Power of Attorney, and
acknowledged that he executed the same.

My commission expires 8/25/98.

WITNESS my hand and official seal.

/s/ Toni A. Schreivogel
Toni A. Schreivogel
Notary Public
400 West 48th Avenue
Denver, Colorado 80216
{SEAL}

POWER OF ATTORNEY

The undersigned, Robert T. Marto, a Director of VICORP
Restaurants, Inc. (the "Company"), a Colorado corporation, does
hereby constitute and appoint Charles R. Frederickson and J.
Michael Jenkins, or either of them with full power of substitution,
as the undersigned's attorney-in-fact with authority to execute on
behalf of the undersigned, in the undersigned's capacity as a
Director of the Company, the Company's Annual Report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, on
Form 10-K, and all amendments thereto, which Report is to be filed
with the Securities and Exchange Commission on or before January 29, 1996.

The undersigned hereby ratifies and confirms all that
said attorney may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his
hand and seal this first day of December, 1995.

/s/ Robert T. Marto
Robert T. Marto
Director

STATE OF COLORADO )
) ss.
COUNTY OF DENVER )

This first day of December, 1995, before me came Robert
T. Marto, known to me to be the individual described herein, and
executed the foregoing Power of Attorney, and acknowledged that
he executed the same.

My commission expires 8/25/98.

WITNESS my hand and official seal.

/s/ Toni A. Schreivogel
Toni A. Schreivogel
Notary Public
400 West 48th Avenue
Denver, Colorado 80216

{SEAL}

POWER OF ATTORNEY

The undersigned, Dudley C. Mecum, a Director of VICORP
Restaurants, Inc. (the "Company"), a Colorado corporation, does
hereby constitute and appoint Charles R. Frederickson and J.
Michael Jenkins, or either of them with full power of substitution,
as the undersigned's attorney-in-fact with authority to execute on
behalf of the undersigned, in the undersigned's capacity as a
Director of the Company, the Company's Annual Report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, on
Form 10-K, and all amendments thereto, which Report is to be filed
with the Securities and Exchange Commission on or before January 29, 1996.

The undersigned hereby ratifies and confirms all that
said attorney may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his
hand and seal this first day of December, 1995.

/s/ Dudley C. Mecum
Dudley C. Mecum
Director

STATE OF COLORADO )
) ss.
COUNTY OF DENVER )

This first day of December, 1995, before me came Dudley
C. Mecum, known to me to be the individual described herein, and
executed the foregoing Power of Attorney, and acknowledged that
he executed the same.

My commission expires 8/25/98.

WITNESS my hand and official seal.

/s/ Toni A. Schreivogel
Toni A. Schreivogel
Notary Public
400 West 48th Avenue
Denver, Colorado 80216
{SEAL}

POWER OF ATTORNEY

The undersigned, Dennis B. Robertson, a Director of
VICORP Restaurants, Inc. (the "Company"), a Colorado corporation,
does hereby constitute and appoint Charles R. Frederickson and J.
Michael Jenkins, or either of them with full power of substitution,
as the undersigned's attorney-in-fact with authority to execute on
behalf of the undersigned, in the undersigned's capacity as a
Director of the Company, the Company's Annual Report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, on
Form 10-K, and all amendments thereto, which Report is to be filed
with the Securities and Exchange Commission on or before January 29, 1996.

The undersigned hereby ratifies and confirms all that
said attorney may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his
hand and seal this first day of December, 1995.

/s/ Dennis B. Robertson
Dennis B. Robertson
Director

STATE OF COLORADO )
) ss.
COUNTY OF DENVER )

This first day of December, 1995, before me came Dennis
B. Robertson, known to me to be the individual described herein,
and executed the foregoing Power of Attorney, and acknowledged
that he executed the same.

My commission expires 8/25/98.

WITNESS my hand and official seal.

/s/ Toni A. Schreivogel
Toni A. Schreivogel
Notary Public
400 West 48th Avenue
Denver, Colorado 80216

{SEAL}

POWER OF ATTORNEY

The undersigned, Arthur Zankel, a Director of VICORP
Restaurants, Inc. (the "Company"), a Colorado corporation, does
hereby constitute and appoint Charles R. Frederickson and J.
Michael Jenkins, or either of them with full power of substitution,
as the undersigned's attorney-in-fact with authority to execute on
behalf of the undersigned, in the undersigned's capacity as a
Director of the Company, the Company's Annual Report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, on
Form 10-K, and all amendments thereto, which Report is to be filed
with the Securities and Exchange Commission on or before January 29, 1996.

The undersigned hereby ratifies and confirms all that
said attorney may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his
hand and seal this first day of December, 1995.

/s/ Arthur Zankel
Arthur Zankel
Director

STATE OF COLORADO )
) ss.
COUNTY OF DENVER )

This first day of December, 1995, before me came Arthur
Zankel, known to me to be the individual described herein, and
executed the foregoing Power of Attorney, and acknowledged that
he executed the same.

My commission expires 8/25/98.

WITNESS my hand and official seal.

/s/ Toni A. Schreivogel
Toni A. Schreivogel
Notary Public
400 West 48th Avenue
Denver, Colorado 80216
{SEAL}

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
VICORP RESTAURANTS, INC. CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF
OPERATIONS AS OF OCTOBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000703799
<NAME> VICORP RESTAURANTS, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<CASH> 3,988
<SECURITIES> 0
<RECEIVABLES> 3,149
<ALLOWANCES> 0
<INVENTORY> 8,597
<CURRENT-ASSETS> 22,737
<PP&E> 279,894
<DEPRECIATION> 127,302
<TOTAL-ASSETS> 228,161
<CURRENT-LIABILITIES> 46,822
<BONDS> 42,178
0
0
<COMMON> 452
<OTHER-SE> 122,646
<TOTAL-LIABILITY-AND-EQUITY> 228,161
<SALES> 370,116
<TOTAL-REVENUES> 373,838
<CGS> 124,028
<TOTAL-COSTS> 124,028
<OTHER-EXPENSES> 229,655
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,855
<INCOME-PRETAX> (9,064)
<INCOME-TAX> (4,532)
<INCOME-CONTINUING> (4,532)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,532)
<EPS-PRIMARY> (.49)
<EPS-DILUTED> (.49)

</TABLE>