UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO ANNUAL REPORT
Pursuant to Section 13 or 15(d) of THE SECURITIES
EXCHANGE ACT OF 1934
VICORP RESTAURANTS, INC.
------------------------
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report of 1995 on Form 10-K
as set forth in the pages attached hereto:
Exhibit 23 is hereby added, which exhibit adds the Consent of Independent
Public Accountants relating to the registrant's employees' profit sharing
plan.
Exhibit 99 is hereby added, which exhibit contains the financial statements
of the registrant's employees' profit sharing plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
VICORP Restaurants, Inc.
(Registrant)
By: /s/ Stanley Ereckson, Jr.
---------------------
Stanley Ereckson, Jr.
Senior Vice President/General Counsel
Date: April 29, 1996
Commission File Number 0-12343
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN
STATEMENTS OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1995 AND 1994
1995 1994
ASSETS ----------- -----------
Cash $ 46 $ 64,762
Investments, at fair value (Notes 2, and Schedule I)
Common stock of VICORP Restaurants, Inc. 845,861 1,718,289
Mutual fund securities 10,014,688 7,424,277
Guaranteed investment contracts 5,063,226 5,253,121
Short-term investments 137,908 367,894
Real estate 2,259,000 2,108,000
U.S. Treasury Notes 306,532 --
Notes receivable from participants (Note 3) 1,639,536 1,665,611
Contributions receivable (Note 4)
Company 345,784 750,942
Participants 60,494 75,255
Interest and other receivables 7,324 1,418
---------- ----------
Total assets 20,680,399 19,429,569
---------- ----------
LIABILITIES
Refunds payable to participants 12,145 126,695
Accrued expenses 14,097 19,982
---------- ----------
Total liabilities 26,242 146,677
---------- ----------
PLAN EQUITY $20,654,157 $19,282,892
========== ==========
The accompanying notes and schedules are an integral part of the
financial statements.
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN
STATEMENTS OF PLAN INCOME AND CHANGES IN PLAN EQUITY
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1995 1994 1993
------------ ------------ ------------
NET INVESTMENT INCOME
Interest income $ 466,108 $ 428,117 $ 477,321
Dividend income 604,559 461,571 478,599
Rental income 241,109 235,433 232,968
Administrative expenses (57,706) (51,895) (50,246)
----------- ----------- -----------
Net investment income 1,254,070 1,073,226 1,138,642
NET REALIZED GAINS (LOSSES) (Note 7)
Employer common stock (38,052) (28,682) (28,440)
Other investments 115,306 (20,938) 121,454
UNREALIZED APPRECIATION (DEPRECIATION)
Employer common stock (690,351) (46,502) (458,386)
Other investments 1,816,926 (539,991) 375,302
CONTRIBUTIONS RECEIVED OR ACCRUED (Note 4)
Company 345,784 750,942 848,761
Participants 2,366,991 2,758,090 2,604,110
Rollovers 118,448 2,904 27,175
---------- ---------- ----------
Total additions 5,289,122 3,949,049 4,628,618
---------- ---------- ----------
WITHDRAWALS AND FORFEITURES (Note 5)
Participant withdrawals 3,993,968 3,237,527 1,603,875
Forfeitures redistributed (76,111) (59,113) (35,165)
---------- ---------- ----------
Total withdrawals 3,917,857 3,178,414 1,568,710
---------- ---------- ----------
NET INCREASE IN PLAN EQUITY 1,371,265 770,635 3,059,908
PLAN EQUITY AT BEGINNING OF YEAR 19,282,892 18,512,257 15,452,349
---------- ---------- ----------
PLAN EQUITY AT END OF YEAR $20,654,157 $19,282,892 $18,512,257
========== ========== ==========
The accompanying notes and schedules are an integral part of the
financial statements.
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
The VICORP Restaurants, Inc. Employees' Profit Sharing Plan
(the "Plan"), was established October 1968, for the exclusive
benefit of VICORP Restaurants, Inc. (the "Company" or
"VICORP") employees and their beneficiaries. The Plan is a
defined contribution plan covering all employees of the
Company who are at least 21 years of age and have completed
one year of service as defined in the Plan. The Plan is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). Participants should refer to
the Plan agreement for a more complete description of the
Plan's provisions. It is administered by the Plan Managers
and Plan Administrator, all appointed by the Company's Board
of Directors. The Plan's assets are managed through a trust
agreement with The Bank of Cherry Creek, (the "Trustee").
Prior to January 1, 1994, Colorado National Bank was the
Trustee. Certain administrative and accounting services of
the Plan are provided by the Company at no cost. Benefits under
the Plan are not guaranteed by the Pension Benefit Guarantee Corporation.
2. Summary of Significant Accounting Policies
The financial statements of the Plan are presented on the
accrual basis of accounting.
Assets of the Plan are valued at fair values as of the end of
the Plan year. Fair value is determined as follows:
a. Investments in publicly traded stocks, bonds and mutual
funds are valued based upon available market quotations as
of the last business day of the Plan year.
b. Investments in short-term cash equivalents are valued
at cost, which approximates market value.
c. Guaranteed investment contracts, including the Fidelity
Managed Income Portfolio, are valued at the original
investment plus interest earned through the last day of
the Plan year. Costs plus interest approximates market value.
d. Real estate investments are valued at appraised value,
as determined by independent appraisals performed from
time to time and as adjusted by the Plan Managers when, in
their judgment, material changes in value have occurred.
Unrealized appreciation or depreciation is the difference
between the fair value at the end of the current year and the
cost of the investment, if acquired during the current Plan
year, or the fair value at the beginning of the Plan year.
Realized gain or loss on investments is the difference
between the sales proceeds and the value at the beginning of
the year of the Plan assets sold, or original cost if
acquired and sold during the same Plan year.
Benefits are recorded when paid.
Certain reclassifications were made to the prior year financial statements
to be consistent with the current year presentation.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires the use of
management estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of income and
changes in plan equity for each reporting period. Actual results
could differ from those estimates.
3. Investment Programs
Participants Contributions
Effective April 1, 1989, participants were allowed to designate
the investment of their contributions into various investment
categories selected by the Plan Managers. They may change
investment selections four times a year at the beginning of each
calendar quarter. Participants may select either one or any
combination of investment funds as long as at least 10% of each
contribution is directed into each fund selected. Prior to
June 2, 1994, the limitation on the contribution directed into
any fund was 20%.
The following summarizes the investment programs currently
available to participants:
The VICORP Restaurants, Inc. Common Stock Fund
invests in VICORP Common Stock, which is publicly
traded in the over-the-counter market and is quoted on
the National Association of Securities Dealers,
National Market System.
The Guaranteed Investment Contract ("GIC") Fund
invests in guaranteed investment contracts issued by
banks and triple A rated insurance companies and the
Fidelity Managed Income Portfolio ("Fidelity Portfolio").
The Fidelity Portfolio is comprised of high quality fixed
and variable rate investment contracts issued by insurance
companies or banks; synthetic contracts, and units of a money
market portfolio. The Fidelity Portfolio is managed by
Fidelity Management Trust Company, a division of Fidelity
Investments. The GIC Fund seeks protection of principal with
a fixed rate of return over a specified time period, with both
principal and interest guaranteed by the issuing institution.
The Fidelity Magellan Fund is a publicly traded
mutual fund that actively seeks capital appreciation by
investing in common stocks and securities convertible
into common stock. This fund is managed by Fidelity
Management & Research Company.
The Fidelity Puritan Fund is a publicly traded
mutual fund that seeks to produce as much income as
possible while preserving capital by investing in a
broadly diversified portfolio of high yielding
securities, including common stocks, preferred stocks
and bonds and securities convertible into common stock.
This fund is managed by Fidelity Management & Research
Company.
The Fidelity Equity-Income Fund is a publicly traded
mutual fund that seeks to produce income by investing
primarily in income-producing equity securities that
also consider the potential for capital appreciation.
This fund is managed by Fidelity Management & Research
Company.
The Plan Manager may add or delete investment categories at
any time, as long as a diversified group of investment
categories is available into which participants may invest.
As of December 31, 1995, the number of participants in the
above described investment programs was as follows:
VICORP Stock Fund 729
GIC Fund 1,070
Fidelity Magellan Fund 1,047
Fidelity Puritan Fund 846
Fidelity Equity-Income Fund 774
Loan Fund (described below) 382
The total number of participants in the above listing is
greater than the total number of Plan participants because
certain participants have elected more than one fund.
Loans
Participants may borrow from their vested account balances to
the extent permitted by the Plan Manager and as provided
under current regulatory guidelines. Loans are considered an
investment choice for the participants borrowing funds from
the Plan. Repayment is required through payroll deductions
over a maximum period of 5 years unless the loan is used to
purchase, construct or rehabilitate the participant's
principal residence, in which case repayment must be made
within 10 years. Loans must be repaid in full at the time of
termination. The interest rate on loans is 1% above the
prime rate at the date the loan is made. At December 31,
1995, interest rates on outstanding loans ranged from 7.0% to
11.5% with maturity dates ranging from March 12, 1996, to
December 12, 2005.
Company Contributions
Company contributions are invested in real estate (see Note 8),
mutual fund investments, U.S. Treasury Notes, and short-term
temporary cash investments.
4. Contributions
Eligible employees may elect to contribute, as a salary
reduction, between 2% and 18% of their annual compensation,
as defined in the Plan, with a maximum annual contribution of
$9,240 in 1995, subject to certain limitations required by
the Internal Revenue Service. Contributions made that are
subsequently determined to exceed these limitations, together
with income applicable to such amounts, are refunded to the
affected participants at least annually. Changes in the
level of contributions may be made once each calendar
quarter. Additionally, a participant may voluntarily
discontinue or resume contributions voluntarily suspended, on
a quarterly basis.
The Company's contribution, if any, is determined annually by
the Board of Directors. In years in which VICORP is
profitable, a Company contribution will be made equal to a
minimum of 2% of the aggregate compensation of all
participants in the Plan for that year, while they were
participating. In no event will the Company's contribution
exceed 15% of any participant's compensation during any Plan
year during the time they participate in the Plan, nor will
it exceed 15% of the aggregate compensation of all participants
in the Plan for the year.
The Company experienced a loss for the fiscal year ending 1995.
However, at the request of VICORP management, the Board of Directors
had agreed to make the Company contribution. The Plan was amended to
provide for this contribution solely for the Plan beginning January 1,
1995. The individual contribution that the Company made for 1995
was 2% of the participants' annual compensation, up to $335 per participant.
For the Company's fiscal year ending in 1994, a net loss was reported due to
a restructuring charge to reduce the values of certain properties to be
disposed of, and other related costs. Due to the unusual nature of this
charge, the Board of Directors waived the requirement that the Company be
profitable and authorized the 1994 contribution at a level equal
to 2% of the participants' aggregate compensation.
Forfeitures from terminated Plan participants who are not fully vested
are reallocated to the accounts of active participants at the end of
the Plan year as part of the Company's contribution.
5. Withdrawals, Distributions and Vesting
Upon retirement, disability or termination of employment,
participants' contributions and their vested Employer Fund
account balances are available for distribution in a lump sum
in the calendar quarter following the quarter in which their
termination occurred or in monthly installments. All investments
of a terminating participant will be converted to cash for purposes
of distribution. The nonvested portion of former participants'
accounts are included in forfeitures and allocated to active
participants at the end of the Plan year in which the distribution
occurred. Obligations for distributions to participants who terminated
from the Plan prior to December 31, 1995, and 1994:
December 31
-------------------------
1995 1994
----------- ------------
VICORP Stock Fund $ 217,044 $ 417,159
GIC Fund 1,326,283 1,427,822
Fidelity Magellan Fund 1,463,917 630,964
Fidelity Puritan Fund 509,090 366,998
Fidelity Equity-Income Fund 463,090 264,016
Employer Fund 1,236,028 867,292
----------- -----------
$ 5,215,452 $ 3,974,251
=========== ===========
Of the above amounts, distributions amounting to $184,090
were requested by terminated participants prior to December
31, 1995, but paid subsequent to year end. The above obligations
are shown as a component of net assets in the accompanying
financial statements.
Participants are always 100% vested in their employee
accounts. Years of service determine vesting amounts in the
Employer Fund account balance. The Plan's vesting schedule
is as follows:
Percentage of
Company Contributions
Years of Service Account Which is Vested
---------------- -----------------------
Fewer than 2 0
2 or more but fewer than 3 20
3 or more but fewer than 4 40
4 or more but fewer than 5 60
5 or more but fewer than 6 80
6 or more 100
In-service withdrawals are limited to hardship withdrawals
and participant loans. Hardship withdrawals are taken from
the participant's employee contribution account. Hardship
withdrawals are permitted only if the participant has an
immediate and heavy financial need, as defined, and has no
other resources available to meet that need. If a participant
qualifies for and receives a hardship withdrawal, contributions
must be suspended for 12 months from the date of the hardship
distribution, and the maximum contribution the participant may
make the year following the year of distribution must be reduced
by the amount contributed in the year of the withdrawal.
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject
to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
6. Tax Status
A favorable determination letter dated April 10, 1992, has
been received by the Plan from the Internal Revenue Service
("IRS") indicating the Plan qualifies under Section 401(a) of
the Internal Revenue Code (the "Code") and is exempt from
federal income tax under Section 501(a) of the Code. The
Plan has been amended since receiving the determination
letter and a new determination letter request is now pending
with the IRS. However, the Plan administrator believes that the
Plan is designed and is being currently operated in
compliance with the applicable requirements of the Code.
Under the provisions of the Plan, participants may elect to
defer their compensation from a minimum of 2% to a maximum of
18% (subject to certain limitations under the Code and the
Plan) as their employee contributions to the Plan. Amounts
so deferred, along with amounts contributed by the employer
and earnings on all contributions, are not taxable to
participants until distributed to them from the Plan.
7. Realized Gain (Loss) on Investments
Employer Other
Securities Securities Total
---------- ------------ ------------
Year ended December 31, 1993
Aggregate proceeds $ 184,008 $ 2,225,086 $ 2,409,094
Aggregate cost 212,448 2,103,632 2,316,080
---------- ------------ ------------
Net realized gain (loss) $ (28,440) $ 121,454 $ 93,014
========== ============ ============
Year ended December 31, 1994
Aggregate proceeds $ 234,081 $ 519,699 $ 753,780
Aggregate cost 262,763 540,637 803,400
---------- ------------ ------------
Net realized gain (loss) $ (28,682) $ (20,938) $ (49,620)
========== ============ ============
Year ended December 31, 1995
Aggregate proceeds $ 170,510 $ 809,000 $ 979,510
Aggregate cost 208,562 693,694 902,256
---------- ------------ ------------
Net realized gain (loss) $ (38,052) $ 115,306 $ 77,254
========== ============ ============
Cost represents the fair market value at the beginning of the Plan year
of investments sold or original cost for investments bought and sold
during the same Plan year.
8. Party-In-Interest Investments
As of December 31, 1995, the Plan held party-in-interest investments
consisting of 86,755 shares of VICORP common stock and real estate for
three restaurants operated by the Company, or franchisees of the Company,
under the Company's trade names Village Inn, Bakers Square or
Angel's Diner, all of which are leased to the Company. The restaurant
interests are as follows:
. An undivided interest in the property and rents of 790 West
Higgins Road, Hoffman Estates, Illinois, leased until February
14, 1999.
. An undivided interest in the property and rents of 203 North
Fourth Street, Sterling, Colorado, leased until February 13, 1999.
. An undivided interest in the property and rents of 1440 South
Country Club Drive, Mesa, Arizona, leased until February 14, 1999.
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE I
STATEMENT OF INVESTMENTS HELD
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Number of
Shares or Market Market
Principal Value Value
Value * Cost of Issue Per Unit
--------- ------------ ------------ --------
<S> <C> <C> <C> <C>
Common Stock of VICORP Restaurants,Inc. 86,755 $ 1,536,212 $ 845,861 $ 9.75
------------ ------------
Mutual Fund Securities
Fidelity Magellan Fund 58,144 4,028,885 4,999,258 85.98
Fidelity Puritan Fund 120,958 1,815,188 2,057,493 17.01
Fidelity Equity-Income Fund 51,410 1,613,387 1,949,997 37.93
Brandywine Funds 14,309 336,265 401,800 28.08
SEI Capital Appreciation Portfolio 13,159 193,121 208,047 15.81
Sogen 16,196 367,321 398,093 24.58
------------ ------------
Total Mutual Fund Securities 8,354,167 10,014,688
------------ ------------
Guaranteed Investment Contracts
Fidelity Management Trust Company 5,063,226 5,063,226 5,063,226 N/A
------------ ------------
Total Guaranteed Investment Contracts 5,063,226 5,063,226
------------ ------------
Short-term Investments
SEI Cash Plus Prime Obligation Fund 137,908 137,908 137,908 N/A
------------ ------------
U.S. Government Securities
U.S. Treasury Notes, 6.5%,
September 30, 1996 1,000 99,953 100,875 100.88
U.S. Treasury Notes, 6.625%,
March 31, 1997 1,000 99,830 101,688 101.69
U.S. Treasury Notes, 7.25%,
February 15, 1998 1,000 101,344 103,969 103.97
------------ ------------
Total U.S. Government Securities 301,127 306,532
------------ ------------
Real Estate 2,108,000 2,259,000 N/A
------------ ------------
Notes Receivable from Participants
(Interest rates ranging from 7.0%
to 11.5%) 1,639,536 1,639,536
------------ ------------
Cash held by The Bank of Cherry Creek 46 46
------------ ------------
TOTAL INVESTMENTS $ 19,140,222 $ 20,266,797
============ ============
* Rounded to the nearest whole share.
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE II
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity
VICORP Magellan Puritan Equity- GIC Loan Employer
Stock Fund Fund Fund Income Fund Fund Fund Fund Total
---------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash $ 1 $ $ 1 $ $ $ $ 44 $ 46
Investments
Common Stock of VICORP
Restaurants, Inc. 845,861 845,861
Mutual Fund Securities 4,555,245 1,657,554 1,534,489 2,267,400 10,014,688
Guaranteed Investment Contracts 5,063,226 5,063,226
Short-term Investments 36,205 19,571 14,950 15,548 21,363 30,271 137,908
Real Estate 2,259,000 2,259,000
U.S. Treasury Notes 306,532 306,532
Notes receivable from participants 1,639,536 1,639,536
Contributions receivable
Company 345,784 345,784
Participants 7,639 19,798 8,499 7,902 16,656 60,494
Interest and other receivables 149 448 175 151 96 6,305 7,324
---------------------------------------------------------------------------------------------
Total assets 889,855 4,595,062 1,681,179 1,558,090 5,101,341 1,639,536 5,215,336 20,680,399
---------------------------------------------------------------------------------------------
LIABILITIES
Refunds payable to participants 160 7,451 1,672 2,277 585 12,145
Accrued expenses 14,097 14,097
---------------------------------------------------------------------------------------------
Total liabilities 160 7,451 1,672 2,277 585 14,097 26,242
---------------------------------------------------------------------------------------------
PLAN EQUITY $ 889,695 $4,587,611 $1,679,507 $1,555,813 $5,100,756 $1,639,536 $5,201,239 $20,654,157
=============================================================================================
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE II
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity
VICORP Magellan Puritan Equity- GIC Loan Employer
Stock Fund Fund Fund Income Fund Fund Fund Fund Total
---------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash $ 613 $ 1,742 $ 25,410 $ $ 1,427 $ $ 35,570 $ 64,762
Investments
Common Stock of VICORP
Restaurants, Inc. 1,718,289 1,718,289
Mutual Fund Securities 3,096,677 1,304,976 1,033,694 1,988,930 7,424,277
Guaranteed Investment Contracts 5,253,121 5,253,121
Short-term Investments 89,417 64,367 20,861 133,375 44,645 15,229 367,894
Real Estate 2,108,000 2,108,000
Notes receivable from participants 1,665,611 1,665,611
Contributions receivable
Company 750,942 750,942
Participants 12,789 22,570 9,643 9,384 20,869 75,255
Interest and other receivables 363 204 171 435 204 41 1,418
---------------------------------------------------------------------------------------------
Total assets 1,821,471 3,185,560 1,361,061 1,176,888 5,320,266 1,665,611 4,898,712 19,429,569
---------------------------------------------------------------------------------------------
LIABILITIES
Refunds payable to participants 3,638 7,265 12,670 15,653 24,351 63,118 126,695
Accrued expenses 25 99 49 49 25 19,735 19,982
---------------------------------------------------------------------------------------------
Total liabilities 3,663 7,364 12,719 15,702 24,376 82,853 146,677
---------------------------------------------------------------------------------------------
PLAN EQUITY $1,817,808 $3,178,196 $1,348,342 $1,161,186 $5,295,890 $1,665,611 $4,815,859 $19,282,892
=============================================================================================
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE III
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity
VICORP Magellan Puritan Equity- GIC Loan Employer
Stock Fund Fund Fund Income Fund Fund Fund Fund Total
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Investment Income $ 2,487 $ 263,649 $ 89,169 $ 89,658 $ 306,099 $ 122,948 $ 380,060 $ 1,254,070
Net Realized Gains (Losses)
Employer common stock (38,052) (38,052)
Other investments 40,301 19,357 18,387 37,261 115,306
Unrealized Appreciation (Depreciation)
Employer common stock (690,351) (690,351)
Other investments 871,324 190,579 257,408 497,615 1,816,926
Contributions Received or Accrued
Company 345,784 345,784
Participants 343,855 756,841 340,608 304,843 620,844 2,366,991
Rollovers 35,748 16,017 66,683 118,448
---------------------------------------------------------------------------------------------
Total additions (382,061) 1,932,115 675,461 686,313 993,626 122,948 1,260,720 5,289,122
---------------------------------------------------------------------------------------------
Withdrawals and Forfeitures
Participant withdrawals 393,765 721,547 284,429 302,498 937,274 404,165 950,290 3,993,968
Forfeitures redistributed (76,111) (76,111)
---------------------------------------------------------------------------------------------
Total withdrawals 393,765 721,547 284,429 302,498 937,274 404,165 874,179 3,917,857
---------------------------------------------------------------------------------------------
Transfer between Funds (152,287) 198,847 (59,867) 10,812 (251,486) 255,142 (1,161)
---------------------------------------------------------------------------------------------
Net Increase in Plan Equity (928,113) 1,409,415 331,165 394,627 (195,134) (26,075) 385,380 1,371,265
Plan Equity at Beginning of Year 1,817,808 3,178,196 1,348,342 1,161,186 5,295,890 1,665,611 4,815,859 19,282,892
---------------------------------------------------------------------------------------------
PLAN EQUITY AT END OF YEAR $ 889,695 $4,587,611 $1,679,507 $1,555,813 $5,100,756 $1,639,536 $5,201,239 $20,654,157
=============================================================================================
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE III
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity
VICORP Magellan Puritan Equity- GIC Loan Employer
Stock Fund Fund Fund Income Fund Fund Fund Fund Total
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Investment Income $ 3,078 $ 118,546 $ 106,376 $ 99,264 $ 304,456 $ 112,719 $ 328,787 $ 1,073,226
Net Realized Gains (Losses)
Employer common stock (28,682) (28,682)
Other investments (1,749) (243) (628) (18,318) (20,938)
Unrealized Appreciation (Depreciation)
Employer common stock (46,502) (46,502)
Other investments (166,608) (80,925) (91,563) (200,895) (539,991)
Contributions Received or Accrued
Company 750,942 750,942
Participants 470,444 716,465 356,572 315,540 899,069 2,758,090
Rollovers 452 325 925 1,202 2,904
---------------------------------------------------------------------------------------------
Total additions 398,338 667,106 382,105 323,538 1,204,727 112,719 860,516 3,949,049
---------------------------------------------------------------------------------------------
Withdrawals and Forfeitures
Participant withdrawals 407,446 385,359 190,349 157,369 990,323 320,329 786,352 3,237,527
Forfeitures redistributed (59,113) (59,113)
---------------------------------------------------------------------------------------------
Total withdrawals 407,446 385,359 190,349 157,369 990,323 320,329 727,239 3,178,414
---------------------------------------------------------------------------------------------
Transfer between Funds 5,535 162,733 88,014 154,114 (683,742) 278,083 (4,737)
---------------------------------------------------------------------------------------------
Net Increase in Plan Equity (3,573) 444,480 279,770 320,283 (469,338) 70,473 128,540 770,635
Plan Equity at Beginning of Year 1,821,381 2,733,716 1,068,572 840,903 5,765,228 1,595,138 4,687,319 18,512,257
---------------------------------------------------------------------------------------------
PLAN EQUITY AT END OF YEAR $1,817,808 $3,178,196 $1,348,342 $1,161,186 $5,295,890 $1,665,611 $4,815,859 $19,282,892
=============================================================================================
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE III
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity
VICORP Magellan Puritan Equity- GIC Loan Employer
Stock Fund Fund Fund Income Fund Fund Fund Fund Total
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Investment Income $ 626 $ 248,228 $ 121,671 $ 28,010 $ 373,377 $ 101,547 $ 265,183 $ 1,138,642
Net Realized Gains (Losses)
Employer common stock (28,440) (28,440)
Other investments 19,703 3,393 6,324 92,034 121,454
Unrealized Appreciation (Depreciation)
Employer common stock (458,386) (458,386)
Other investments 238,576 45,580 91,138 8 375,302
Contributions Received or Accrued
Company 848,761 848,761
Participants 544,088 537,379 257,265 214,223 1,051,155 2,604,110
Rollovers 8,238 11,064 2,175 4,350 1,348 27,175
---------------------------------------------------------------------------------------------
Total additions 66,126 1,054,950 430,084 344,045 1,425,880 101,547 1,205,986 4,628,618
---------------------------------------------------------------------------------------------
Withdrawals and Forfeitures
Participant withdrawals 280,940 187,714 80,702 56,001 462,401 122,915 413,202 1,603,875
Forfeitures redistributed (35,165) (35,165)
---------------------------------------------------------------------------------------------
Total withdrawals 280,940 187,714 80,702 56,001 462,401 122,915 378,037 1,568,710
---------------------------------------------------------------------------------------------
Transfer between Funds (17,094) (32,958) (302) 49,525 (405,838) 407,292 (625)
---------------------------------------------------------------------------------------------
Net Increase in Plan Equity (231,908) 834,278 349,080 337,569 557,641 385,924 827,324 3,059,908
Plan Equity at Beginning of Year 2,053,289 1,899,438 719,492 503,334 5,207,587 1,209,214 3,859,995 15,452,349
---------------------------------------------------------------------------------------------
PLAN EQUITY AT END OF YEAR $1,821,381 $2,733,716 $1,068,572 $ 840,903 $5,765,228 $1,595,138 $4,687,319 $18,512,257
=============================================================================================
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE IV
REPORTABLE TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Expenses
Incurred Cost Basis
Identity of Description Number of Purchase Selling with at Date of Net Gain
Party Involved of Transaction Shares Price Price Transaction Transaction (Loss)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Bank of
Cherry Creek Four hundred twenty-five purchases - 4,825,859 $4,825,859 - - $4,825,859 -
SEI Cash Plus Prime Obligation Fund
The Bank of
Cherry Creek Three hundred forty-five sales - 5,055,844 - 5,055,844 - 5,055,844 -
SEI Cash Plus Prime Obligation Fund
</TABLE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator and Plan Participants of VICORP Restaurants, Inc.
Employees' Profit Sharing Plan:
We have audited the accompanying statements of financial condition including the
Statement of Investments Held (Schedule I) of the VICORP RESTAURANTS, INC.
EMPLOYEES' PROFIT SHARING PLAN (the "Plan") as of December 31, 1995 and 1994,
and the related statements of Plan income and changes in Plan equity for each of
the three years in the period ended December 31, 1995. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Plan as of December 31,
1995 and 1994 and the Plan income and changes in Plan equity for the three
years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
the Allocation of Plan Assets and Liabilities to Investment Programs
as of December 31, 1995 and 1994 (Schedule II), the Allocation of Plan Income
and Changes in Plan Equity to Investment Programs (Schedule III) for each
of the three years in the period ended December 31, 1995 and Reportable
Transactions in Excess of 5% of Plan Assets for the year ended
December 31, 1995 (Schedule IV), are presented for purposes of complying with
the regulations of the Securities and Exchange Commission and the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Denver, Colorado,
April 15, 1996.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated April 15, 1996, on the financial statements VICORP Restaurants, Inc.
Employees' Profit Sharing Plan, which is incorporated by reference in
VICORP Restaurants, Inc.'s Form 10-K/A amendment dated April 15, 1996, to its
Form 10-K report for the year ended October 31, 1995. It should be noted that
we have not audited any financial statements of VICORP Restaurants, Inc.
subsequent to October 31, 1995, or performed any audit procedures subsequent to
the date of our report.
ARTHUR ANDERSEN LLP
Denver, Colorado,
April 15, 1996.
