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 1997 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/ Richard E. Sabourin
-----------------------
Richard E. Sabourin
Executive Vice President/
Chief Financial Officer
Date: April 30, 1998
Commission File Number 0-12343
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN
STATEMENTS OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
---- ----
ASSETS
<S> <C> <C>
Cash $ - $ 20,000
Investments, at fair value
(Note 2 and Schedule I)
Common stock of VICORP Restaurants, Inc. 1,097,950 1,039,197
Mutual fund securities 13,661,075 11,286,401
Guaranteed investment contracts 4,233,433 4,501,976
Short-term investments 326,235 69,476
Real estate 2,405,000 2,259,000
U.S. Government securities 394,795 201,594
Notes receivable from participants (Note 3) 1,343,646 1,476,067
Contributions receivable (Note 4)
Company 483,370 526,383
Participants 58,835 50,774
Interest and other receivables 11,682 57,804
---------- ----------
Total assets 24,016,021 21,488,672
---------- ----------
LIABILITIES
Refunds payable to participants 30,705 110,214
Accrued expenses 20,628 25,721
Other liabilities 90,000 20,436
--------- ----------
Total liabilities 141,333 156,371
---------- ----------
PLAN EQUITY $23,874,688 $21,332,301
=========== ===========
</TABLE>
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
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1997 1996 1995
------------ ------------ ------------
NET INVESTMENT INCOME
<S> <C> <C> <C>
Interest income $ 417,475 $ 439,611 $ 466,108
Dividend income 964,733 1,356,665 604,559
Rental income 232,271 244,022 241,109
Administrative expenses (74,995) (56,092) (57,706)
---------- ---------- ----------
Net investment income 1,539,484 1,984,206 1,254,070
NET REALIZED GAINS (LOSSES) (Note 7)
Employer common stock 11,534 44,629 (38,052)
Other investments 133,352 (20,490) 115,306
UNREALIZED APPRECIATION (DEPRECIATION)
Employer common stock 266,645 268,925 (690,351)
Other investments 1,799,436 177,492 1,816,926
CONTRIBUTIONS RECEIVED OR ACCRUED (Note 4)
Company 483,370 526,383 345,784
Participants 1,830,150 2,134,738 2,366,991
Rollovers 35,703 75,911 118,448
---------- ---------- ----------
Total additions 6,099,674 5,191,794 5,289,122
---------- ---------- ----------
WITHDRAWALS AND FORFEITURES (Note 5)
Participant withdrawals 3,602,889 4,555,697 3,993,968
Forfeitures redistributed (45,602) (42,047) (76,111)
---------- ---------- ----------
Total withdrawals 3,557,287 4,513,650 3,917,857
---------- ---------- ----------
NET INCREASE IN PLAN EQUITY 2,542,387 678,144 1,371,265
PLAN EQUITY AT BEGINNING OF YEAR 21,332,301 20,654,157 19,282,892
---------- ---------- ----------
PLAN EQUITY AT END OF YEAR $23,874,688 $21,332,301 $20,654,157
=========== =========== ===========
</TABLE>
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.
The latest independent appraisals were made in April of 1997.
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
-------------------------
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 a common/collective trust which invests in
high quality fixed and variable rate investment contracts issued by
insurance companies or banks, synthetic contracts, and units of a
money market portfolio. The contracts are carried in the
common/collective trust fund's audited financial statements at cost
plus accrued interest, which approximates fair market value. The
investment in the common/collective trust fund in the accompanying
financial statements is valued at the Plan's proportional interest in
the fund as of the financial statement date. The Fidelity Portfolio
is managed by Fidelity Management Trust Company, a division of
Fidelity Investments. Interest rates earned on the investment change
daily. The average yield for the years ended December 31, 1997, 1996
and 1995 was 5.8%, 5.9% and 5.9%, respectively.
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, 1997, the number of participants in the above described
investment programs was as follows:
<TABLE>
<S> <C>
VICORP Stock Fund 451
GIC Fund 730
Fidelity Magellan Fund 862
Fidelity Puritan Fund 716
Fidelity Equity-Income Fund 738
Loan Fund (described below) 324
</TABLE>
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, 1997, interest rates on outstanding loans ranged from 7.0%
to 11.5% with maturity dates ranging from April 22, 1998 to October 23,
2007.
Employer Contributions Funds
----------------------------
Company contributions are invested in real estate (Note 8), mutual fund
investments, U.S. Government securities, 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, $9,500 and $9,240 in 1997, 1996
and 1995, 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 and 1995. However, at the request
of VICORP management, the Board of Directors agreed to fund Company
contributions in full for the Plan year ending December 31, 1996. 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. Participants whose account
balance is greater than $3,500 may elect to keep their funds in the Plan.
All investments of a terminating participant who requests distribution will
be converted to cash for purposes of distribution. Obligations for
distributions to participants who terminated from the Plan prior to
December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
December 31
-----------------------
1997 1996
---- ----
<S> <C> <C>
VICORP Stock Fund $ 247,118 $ 309,302
GIC Fund 1,130,923 1,188,107
Fidelity Magellan Fund 1,803,928 1,587,778
Fidelity Puritan Fund 764,636 652,695
Fidelity Equity-Income Fund 966,533 779,208
Employer Fund 1,403,822 1,351,309
---------- ----------
$6,316,960 $5,868,399
========== ==========
</TABLE>
Of the above amounts, distributions amounting to $206,862 were requested
by terminated participants prior to December 31, 1997, but were paid
subsequent to year end. The above obligations are included in plan equity
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:
<TABLE>
<CAPTION>
Percentage of
Company Contributions
Years of Service Account Which is Vested
---------------- -----------------------
<S> <C>
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
</TABLE>
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 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
-----------------------------------
<TABLE>
<CAPTION>
Employer Other
Securities Securities Total
---------- ---------- -----
<S> <C> <C> <C>
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
========== ========== ==========
Year ended December 31, 1997
Aggregate proceeds $ 219,426 $1,410,791 $1,630,217
Aggregate cost 207,892 1,277,439 1,485,331
---------- ---------- ----------
Net realized gain(loss) $ 11,534 $ 133,352 $ 144,886
========== ========== ==========
</TABLE>
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 Transactions
------------------------------
As of December 31, 1997, the Plan held party-in-interest investments
consisting of 62,740 shares of VICORP common stock and real estate for
three restaurants operated by the Company, or franchisees of the Company,
under the Company's trade names (Village Inn or Bakers Square), all of
which are leased to the Company. The restaurant interests are as follows:
An undivided interest in the property and rents of 790 West
Higgins Road, Hoffman Estates, Illinois, leased until February
14, 1999.
An undivided interest in the property and rents of 203 North
Fourth Street, Sterling, Colorado, leased until February 13,
1999.
An undivided interest in the property and rents of 1440
South Country Club Drive, Mesa, Arizona, leased until February
14, 1999.
Short-term investments represent shares of a money market fund managed by
The Bank of Cherry Creek. The Bank of Cherry Creek is the trustee, as
defined by the Plan. Therefore, transactions with the trustee are
party-in-interest transactions.
9. Risks and Uncertainties
-----------------------
The Plan provides for various investment options in mutual fund and other
investment securities. Investment securities are exposed to various risks,
such as interest rate, market and credit risks. Due to the level of risk
associated with certain investment securities, it is reasonably possible
that changes in the values of investment securities will occur in the near
term and that such changes could materially affect participants' account
balances and the amounts reported in the statements of plan income and
changes in plan equity.
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE I
STATEMENT OF INVESTMENTS HELD
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Number of
Shares or Market Market
Principal Value Value
Value <F2> Cost of Issue Per Unit
---------- ---- -------- --------
<S> <C> <C> <C> <C>
Common Stock of VICORP Restaurants, Inc.<F1> 62,740 $ 1,124,010 $ 1,097,950 $ 17.50
----------- -----------
Mutual Fund Securities
Fidelity Magellan Fund 66,186 5,032,924 6,305,500 95.27
Fidelity Puritan Fund 147,859 2,463,692 2,865,513 19.38
Fidelity Equity-Income Fund 65,839 2,442,155 3,450,613 52.41
Brandywine Funds 13,543 351,164 418,337 30.89
Fidelity Contra Fund 4,688 246,222 218,609 46.63
Sogen 15,828 369,897 402,503 25.43
----------- -----------
Total Mutual Fund Securities 10,906,054 13,661,075
----------- -----------
Guaranteed Investment Contracts
Fidelity Managed Income Portfolio 4,233,433 4,233,433 4,233,433 N/A
----------- -----------
Total Guaranteed Investment Contracts 4,233,433 4,233,433
----------- -----------
Short-term Investments
SEI Cash Plus Prime Obligation Fund <F2> 326,235 326,235 326,235 N/A
----------- -----------
Total Short-term Investments 326,235 326,235
----------- -----------
U.S. Government Securities
U.S. Treasury Notes, 7.25%, February 15, 1998 1,000 101,344 100,188 100.19
Federal Home Loan, 5.97%, September 8, 1998 1,000 99,955 100,156 100.16
Federal Home Loan, 6.095%, April 27, 2000 1,000 100,000 99,750 99.75
Federal Home Loan, 5.07%, September 15, 2000 1,000 95,700 94,701 94.70
----------- -----------
Total U.S. Government Securities 396,999 394,795
----------- -----------
Real Estate <F2> 2,090,000 2,405,000 N/A
----------- -----------
Notes Receivable from Participants
(Interest rates ranging from 7.0% to 11.5%) 1,343,646 1,343,646
----------- -----------
TOTAL INVESTMENTS $20,420,377 $23,462,134
=========== ===========
</TABLE>
<F1> This represents a party-in-interest. (Note 8)
<F2> 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, 1997
<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>
Investments
Common Stock of
VICORP Restaurants, Inc. $1,097,950 $ - $ - $ - $ - $ - $ - $ 1,097,950
Mutual Fund Securities - 6,071,719 2,409,851 2,906,178 - - 2,273,327 13,661,075
Guaranteed Investment
Contracts - - - - 4,233,433 - - 4,233,433
Short-term Investments 22,929 1,924 2,515 93,629 2,873 - 202,365 326,235
Real Estate - - - - - - 2,405,000 2,405,000
U.S. Government Securities - - - - - - 394,795 394,795
Notes receivable from
participants - - - - - 1,343,646 - 1,343,646
Contributions receivable
Company - - - - - - 483,370 483,370
Participants 4,175 20,133 9,936 13,062 11,529 - - 58,835
Interest and other
receivables 101 199 121 133 116 - 11,012 11,682
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total assets 1,125,155 6,093,975 2,422,423 3,013,002 4,247,951 1,343,646 5,769,869 24,016,021
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
LIABILITIES
Refunds payable to
participants 129 986 1,093 1,376 1,161 - 25,960 30,705
Accrued expenses - - - - - - 20,628 20,628
Other liabilities - - - 90,000 - - - 90,000
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
Total liabilities 129 986 1,093 91,376 1,161 - 46,588 141,333
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
PLAN EQUITY $1,125,026 $6,092,989 $2,421,330 $2,921,626 $4,246,790 $1,343,646 $5,723,281 $23,874,688
========== ========== ========== ========== ========== ========== ========== ===========
</TABLE>
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. Government Securities - - - - - - 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
Other 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 III
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS
AS OF DECEMBER 31, 1997
<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 $ 974 $ 391,607 $ 187,969 $ 158,032 $ 252,471 $ 119,389 $ 429,042 $ 1,539,484
Net Realized Gains (Losses)
Employer common stock 11,534 - - - - - - 11,534
Other investments - 43,948 11,636 14,704 - - 63,064 133,352
Unrealized Appreciation
(Depreciation)
Employer common stock 266,645 - - - - - - 266,645
Other investments - 850,158 220,500 475,254 - - 253,524 1,799,436
Contributions Received
or Accrued
Company - - - - - - 483,370 483,370
Participants 148,848 597,549 305,757 382,611 395,385 - - 1,830,150
Rollovers 412 7,771 12,600 11,775 3,145 - - 35,703
---------- ---------- ---------- ---------- ---------- --------- ---------- -----------
Total additions 428,413 1,891,033 738,462 1,042,376 651,001 119,389 1,229,000 6,099,674
---------- ---------- --------- ---------- ---------- --------- ---------- -----------
Withdrawals and Forfeitures
Participant withdrawals 312,026 778,826 312,346 427,388 553,361 372,057 846,885 3,602,889
Forfeitures redistributed - - - - - - (45,602) (45,602)
---------- ---------- --------- ---------- ---------- --------- ---------- -----------
Total withdrawals 312,026 778,826 312,346 427,388 553,361 372,057 801,283 3,557,287
---------- ---------- --------- ---------- ---------- --------- ---------- -----------
Transfer between Funds (36,965) (23,527) 137,673 167,586 (364,907) 120,247 (107) -
---------- ---------- --------- ---------- ---------- --------- ---------- -----------
Net Increase in Plan Equity 79,422 1,088,680 563,789 782,574 (267,267) (132,421) 427,610 2,542,387
Plan Equity at
Beginning 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
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
PLAN EQUITY AT
END OF YEAR $1,125,026 $6,092,989 $2,421,330 $2,921,626 $4,246,790 $1,343,646 $5,723,281 $23,874,688
========== ========== ========== ========== ========== ========== ========== ===========
</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, 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, 1997
<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> <C>
The Bank Three hundred ninety-five purchases- 5,556,196 $5,556,196 - - $5,556,196 -
of Cherry Creek SEI Cash Plus Prime Obligation Fund
The Bank Three hundred eighty-four sales- 5,299,436 - 5,299,436 - 5,299,436 -
of Cherry Creek 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, 1997 and 1996,
and the related statements of Plan income and changes in Plan equity for each of
the three years in the period ended December 31, 1997. 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,
1997 and 1996 and the Plan income and changes in Plan equity for the three years
in the period ended December 31, 1997, 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, 1997 and 1996 (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, 1997 and Reportable Transactions
in Excess of 5% of Plan Assets for the year ended December 31, 1997
(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 17, 1998
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our report dated April 17, 1998, 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 30, 1998,
to its Form 10-K report for the year ended October 31, 1997.
It should be noted that we have not audited any financial
statements of VICORP Restaurants, Inc. subsequent to
October 31, 1997, or performed any audit procedures
subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Denver, Colorado
April 17, 1998
