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. 2
The undersigned registrant hereby amends the
following items, financial statements, exhibits or other
portions of its Annual Report of 1996 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.
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/Richard E. Sabourin
_______________________
Richard E. Sabourin
Executive Vice President/Chief
Financial Officer
Date: April 28, 1997
Commission File Number 0-12343
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN
STATEMENTS OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1996 AND 1995
1996 1995
___________ __________
ASSETS
Cash $ 20,000 $ 46
Investments, at fair value (Note 2 and Schedule I)
Common stock of VICORP Restaurants, Inc. 1,039,197 845,861
Mutual fund securities 11,286,401 10,014,688
Guaranteed investment contracts 4,501,976 5,063,226
Short-term investments 69,476 137,908
Real estate 2,259,000 2,259,000
U.S. Treasury Notes 201,594 306,532
Notes receivable from participants (Note 3) 1,476,067 1,639,536
Contributions receivable (Note 4)
Company 526,383 345,784
Participants 50,774 60,494
Interest and other receivables 57,804 7,324
__________ __________
Total assets 21,488,672 20,680,399
__________ __________
LIABILITIES
Refunds payable to participants 110,214 12,145
Accrued expenses 25,721 14,097
Miscellaneous liabilities 20,436
___________ ___________
Total liabilities 156,371 26,242
___________ ___________
PLAN EQUITY $21,332,301 $20,654,157
=========== ===========
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,
1996 1995 1994
____________ ____________ ____________
NET INVESTMENT INCOME
Interest income $ 439,611 $ 466,108 $ 428,117
Dividend income 1,356,665 604,559 461,571
Rental income 244,022 241,109 235,433
Administrative expenses (56,092) (57,706) (51,895)
_________ _________ _________
Net investment income 1,984,206 1,254,070 1,073,226
NET REALIZED GAINS (LOSSES) (Note 7)
Employer common stock 44,629 (38,052) (28,682)
Other investments (20,490) 115,306 (20,938)
UNREALIZED APPRECIATION (DEPRECIATION)
Employer common stock 268,925 (690,351) (46,502)
Other investments 177,492 1,816,926 (539,991)
CONTRIBUTIONS RECEIVED OR
ACCRUED (Note 4)
Company 526,383 345,784 750,942
Participants 2,134,738 2,366,991 2,758,090
Rollovers 75,911 118,448 2,904
_________ _________ _________
Total additions 5,191,794 5,289,122 3,949,049
_________ _________ _________
WITHDRAWALS AND FORFEITURES (Note 5)
Participant withdrawals 4,555,697 3,993,968 3,237,527
Forfeitures redistributed (42,047) (76,111) (59,113)
_________ _________ _________
Total withdrawals 4,513,650 3,917,857 3,178,414
_________ _________ _________
NET INCREASE IN PLAN EQUITY 678,144 1,371,265 770,635
PLAN EQUITY AT BEGINNING OF YEAR 20,654,157 19,282,892 18,512,257
__________ __________ __________
PLAN EQUITY AT END OF YEAR $21,332,301 $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
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 Manager 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"). 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. Cost plus interest approximates fair
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 Manager when,
in its 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 of the Plan assets sold at the
beginning of the year, or original cost if acquired and sold during
the same Plan year.
Benefits are recorded when paid.
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
___________________
Participant Contributions
_________________________
Effective April 1, 1989, participants are allowed to designate the
investment of their contributions into various investment
categories selected by the Plan Manager. Investment selections
may be changed four times a year at the beginning of each calendar
quarter. Participants may select from five investment funds. The
minimum designation to any fund is 10% and thereafter, designations
must be made in increments of 10%.
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 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, 1996, the number of participants in the above
described investment programs was as follows:
VICORP Stock Fund 577
GIC Fund 896
Fidelity Magellan Fund 962
Fidelity Puritan Fund 782
Fidelity Equity-Income Fund 779
Loan Fund (described below) 344
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 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,
1996, interest rates on outstanding loans ranged from 7.0% to 11.5%
with maturity dates ranging from February 1, 1997 to November 28,
2006.
Employer Contributions Fund
___________________________
Company contributions are invested in real estate (Note 8), mutual
fund investments, U.S. Treasury Notes, and short-term temporary cash
investments. Company contributions are maintained in this fund,
because they are directed by the Plan Trustee.
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 $9,500, $9,240 and
$9,240 in 1996, 1995 and 1994, respectively, 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, participants may 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 as defined in the Plan, of all participants
in the Plan for that year. In no event will the Company's
contribution exceed 15% of any participant's compensation during
the year of participation in the Plan, nor will it exceed 15% of
the aggregate compensation of all participants in the Plan for the
year.
The Company experienced losses in 1996, 1995 and 1994. However, at
the request of VICORP management, the Board of Directors agreed to
fund Company contributions in full for the Plan years ending
December 31, 1996 and 1994. For the Plan year ending December 31,
1995, the Board of Directors agreed to fund the Company
contribution subject to a maximum contribution of $335 per
participant. The plan was amended effective January 1, 1995 to
provide for this contribution.
Forfeitures from terminated Plan participants who are not fully
vested in their employer contributions are reallocated to the
accounts of active participants at the end of the Plan year in
addition to 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, as elected by the participant.
All investments of a terminating participant will be converted to
cash for purposes of distribution. Obligations for distributions
to participants who terminated from the Plan prior to December 31,
1996 and 1995 are as follows:
December 31,
_________________________
1996 1995
_________________________
VICORP Stock Fund $ 309,302 $ 217,044
GIC Fund 1,188,107 1,326,283
Fidelity Magellan Fund 1,587,778 1,463,917
Fidelity Puritan Fund 652,695 509,090
Fidelity Equity-Income Fund 779,208 463,090
Employer Fund 1,351,309 1,236,028
_________ _________
$5,868,399 $5,215,452
========= =========
Of the above amounts, distributions amounting to $447,940 were
requested by terminated participants prior to December 31, 1996,
but were 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
Employer Fund
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 par-
ticipant 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 December 6, 1996, has been
received by the Plan from the Internal Revenue Service ("IRS")
indicating the Plan qualifies under Section 401(a) of the Internal
Revenue Code (the "Code") and is exempt from federal income tax
under Section 501(a) of the Code.
Under the provisions of the Plan, participants may elect to defer
their compensation from a minimum of 2% to a maximum of 18%
(subject to certain limitations under the Code and the Plan) as
employee contributions to the Plan. Amounts so deferred, along
with amounts contributed by the employer and earnings thereon, are
not taxable to participants until distributed from the Plan.
7. Realized Gain (Loss) on Investments
___________________________________
Employer Other
Securities Securities Total
__________ __________ _____
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
======= ======= =======
Year ended December 31, 1996
Aggregate proceeds $160,898 $1,086,492 $1,247,390
Aggregate cost 116,269 1,106,982 1,223,251
_______ _________ _________
Net realized gain (loss) $ 44,629 $ (20,490)$ 24,139
======= ========= =========
Cost of investments sold represents the fair market value at the
beginning of the Plan year or original cost for investments bought
and sold during the same Plan year.
8. Party-In-Interest Investments
_____________________________
As of December 31, 1996, the Plan held party-in-interest
investments consisting of 78,430 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, 1996
Number of
Shares or Market Market
Principal Value Value
Value ** Cost of Issue Per Unit
__________ ______ ________ ________
* Common Stock of VICORP
Restaurants, Inc. 78,340 $ 1,418,197 $1,039,197 $ 13.25
__________ _________
Mutual Fund Securities
Fidelity Magellan Fund 66,999 4,962,541 5,403,423 80.65
Fidelity Puritan Fund 131,265 2,124,961 2,263,062 17.24
Fidelity Equity-Income Fund 60,265 2,118,616 2,581,138 42.83
Brandywine Funds 13,543 351,164 456,256 33.69
SEI Capital Appreciation Portfolio 11,809 190,116 169,572 14.36
Sogen 15,828 369,897 412,950 26.09
__________ __________
Total Mutual Fund Securities 10,117,295 11,286,401
__________ __________
Guaranteed Investment Contracts
Fidelity Management Trust Company 4,501,976 4,501,976 4,501,976 N/A
_________ _________
Short-Term Investments
SEI Cash Plus Prime Obligation Fund 69,476 69,476 69,476 N/A
_________ _________
U.S. Government Securities
U.S. Treasury Notes, 6.625%,
March 31, 1997 1,000 99,830 100,250 100.25
U.S. Treasury Notes, 7.25%,
February 15, 1998 1,000 101,344 101,344 101.34
_______ _______
Total U.S. Government Securities 201,174 201,594
_______ _______
* Real Estate 2,090,000 2,259,000 N/A
_________ _________
Notes Receivable from Participants
(Interest rates ranging from 7.0% to 11.5%) 1,476,067 1,476,067
_________ _________
Cash held by The Bank of Cherry Creek 20,000 20,000
_________ _________
TOTAL INVESTMENTS $19,894,185 $20,853,711
========== ==========
* This represents a party-in-interest. (Note 8)
** Rounded to the nearest whole share.
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE II
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
AS OF DECEMBER 31, 1996
<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 $ $ $ $ $ $ $ 20,000 $ 20,000
Investments
Common Stock of
VICORP Restaurants, Inc. 1,039,197 1,039,197
Mutual Fund Securities 5,007,612 1,857,715 2,136,221 2,284,853 11,286,401
Guaranteed Investment Contracts 4,501,976 4,501,976
Short-term Investments 9,821 2,976 863 7,531 10,647 37,638 69,476
Real Estate 2,259,000 2,259,000
U.S. Treasury Notes 201,594 201,594
Notes receivable from participants 1,476,067 1,476,067
Contributions receivable
Company 526,383 526,383
Participants 4,689 17,767 7,769 9,458 11,091 50,774
Interest and other receivables 43 109 20,067 112 104 37,369 57,804
_________ __________ ________ ________ _________ _________ _________ _________
Total assets 1,053,750 5,028,464 1,886,414 2,153,322 4,523,818 1,476,067 5,366,837 21,488,672
_________ __________ ________ ________ _________ _________ _________ _________
LIABILITIES
Refunds payable to participants 8,084 23,893 8,811 14,255 9,726 45,445 110,214
Accrued expenses 25,721 25,721
Miscellaneous liabilities 62 262 20,062 15 35 20,436
_________ __________ ________ ________ ________ _________ __________ _________
Total liabilities 8,146 24,155 28,873 14,270 9,761 71,166 156,371
_________ __________ ________ ________ ________ _________ _________ _________
PLAN EQUITY $1,045,604 $5,004,309 $ 1,857,541 $2,139,052 $4,514,057 $1,476,067 $5,295,671 $21,332,301
========= ========= ========= ========= ========= ========= ========= ==========
</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 Restaurant, 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 III
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS
AS OF DECEMBER 31, 1996
<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 $ 1,410 $ 756,150 $ 221,548 $ 130,737 $ 279,847 $ 125,719 $ 468,795 $1,984,206
Net Realized Gains (Losses)
Employer common stock 44,629 44,629
Other investments (37,586) 6,080 7,849 3,167 (20,490)
Unrealized Appreciation
(Depreciation)
Employer common stock 268,925 268,925
Other investments (177,313) 25,081 220,883 108,841 177,492
Contributions Received
or Accrued
Company 526,383 526,383
Participants 215,378 718,494 324,815 355,327 520,724 2,134,738
Rollovers 892 36,835 4,522 12,378 21,284 75,911
________ ________ ________ ________ ________ ________ ________ _________
Total additions 531,234 1,296,580 582,046 727,174 821,855 125,719 1,107,186 5,191,794
________ ________ ________ _________ ________ ________ ________ _________
Withdrawals and Forfeitures
Participant withdrawals 338,818 980,767 429,001 323,517 1,016,045 413,537 1,054,012 4,555,697
Forfeitures redistributed (42,047) (42,047)
________ ________ ________ _________ ________ ________ ________ _________
Total withdrawals 338,818 980,767 429,001 323,517 1,016,045 413,537 1,011,965 4,513,650
________ ________ ________ _________ ________ ________ ________ _________
Transfer between Funds (36,507) 100,885 24,989 179,582 (392,509) 124,349 (789)
________ ________ ________ _________ _________ ________ ________ ________
Net Increase in Plan Equity 155,909 416,698 178,034 583,239 (586,699) (163,469) 94,432 678,144
Plan Equity at Beginning
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
________ ________ ________ _________ _________ ________ ________ ________
PLAN EQUITY AT END OF YEAR $1,045,604 $5,004,309 $1,857,541 $2,139,052 $4,514,057 $1,476,067 $5,295,671 $21,332,301
========= ========= ========= ========= ========= ========= ========= ==========
</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, 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 IV
REPORTABLE TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
<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 Three hundred ninety-one purchases - 4,562,971 $4,562,971 $ - - $ 4,562,971 $ -
SEI Cash Plus Prime Obligation Fund
The Bank of
Cherry Creek Three hundred fifty-five sales - 4,634,467 - 4,634,467 - 4,634,467 -
SEI Cash Plus Prime Obligation Fund
The Bank of
Cherry Creek Thirteen purchases -
Fidelity Magellan Fund 15,340 1,165,265 - - 1,165,265 -
The Bank of
Cherry Creek Eleven sales -
Fidelity Magellan Fund 6,486 - 520,500 - 557,629 (37,129)
The Bank of
Cherry Creek Eight purchases -
Fidelity Managed Income Portfolio 235,000 235,000 - - 235,000 -
The Bank of
Cherry Creek Ten sales -
Fidelity Managed Income Portfolio 1,075,000 - 1,075,000 - 1,075,000 -
</TABLE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Adminstrator 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, 1996 and 1995,
and the related statements of Plan income and changes in Plan equity for each of
the three years in the period ended December 31, 1996. 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 misstatements. An audit includes examining, on 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,
1996 and 1995 and the Plan income and changes in Plan equity for the three years
in the period ended December 31, 1996, in comformity 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 the Plan Assets and Libilities to Investment Programs as of
December 31, 1996 and 1995 (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, 1996 and Reportable Transcations
in Excess of 5% of the Plan Assets for the year ended December 31, 1996
(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 procedured applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material aspects in relation to the
financial statements taken as a whole.
ARTHUR ANDERSON LLP
Denver, Colorado
April 18, 1997
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our report dated April 18, 1997, 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 28,
1997, to its Form 10-K report for the year ended October 31,
1996. It should be noted that we have not audited any
financial statements of VICORP Restaurants, Inc. subsequent
to October 31, 1996, or performed any audit procedures
subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Denver, Colorado
April 18, 1997
