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. 3
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 29, 1999
Commission File Number 0-12343
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN
STATEMENTS OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
ASSETS ---- ----
<S> <C> <C>
Investments, at fair value (Note 2 and Schedule I)
Common stock of VICORP Restaurants, Inc. $ 967,975 $ 1,097,950
Mutual fund securities 17,437,651 13,661,075
Guaranteed investment contracts 4,194,134 4,233,433
Short-term investments 142,677 326,235
Real estate 2,405,000 2,405,000
U.S. Government securities 194,701 394,795
Notes receivable from participants (Note 3) 1,488,620 1,343,646
Contributions receivable (Note 4)
Company 528,590 483,370
Participants 18,909 58,835
Interest and other receivables 4,114 11,682
Dividends receivable 440,599 -
---------- ----------
Total assets 27,822,970 24,016,021
---------- ----------
LIABILITIES
Refunds payable to participants 109,045 30,705
Accrued expenses 27,571 20,628
Other liabilities - 90,000
---------- ----------
Total liabilities 136,616 141,333
---------- ----------
PLAN EQUITY $27,686,354 $23,874,688
========== ==========
</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,
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
NET INVESTMENT INCOME
Interest income $ 394,857 $ 417,475 $ 439,611
Dividend income 1,071,911 964,733 1,356,665
Rental income 248,955 232,271 244,022
Administrative expenses (78,323) (74,995) (56,092)
--------- --------- ---------
Net investment income 1,637,400 1,539,484 1,984,206
NET REALIZED GAINS (LOSSES) (Note 7)
Employer common stock (4,625) 11,534 44,629
Other investments 53,205 133,352 (20,490)
UNREALIZED APPRECIATION (DEPRECIATION)
Employer common stock (112,875) 266,645 268,925
Other investments 2,061,767 1,799,436 177,492
CONTRIBUTIONS RECEIVED OR ACCRUED (Note 4)
Company 528,590 483,370 526,383
Participants 1,942,061 1,830,150 2,134,738
Rollovers 209,366 35,703 75,911
--------- --------- ---------
Total additions 6,314,889 6,099,674 5,191,794
--------- --------- ---------
WITHDRAWALS AND FORFEITURES (Note 5)
Participant withdrawals 2,539,069 3,602,889 4,555,697
Forfeitures redistributed (35,846) (45,602) (42,047)
--------- --------- ---------
Total withdrawals 2,503,223 3,557,287 4,513,650
--------- --------- ---------
NET INCREASE IN PLAN EQUITY 3,811,666 2,542,387 678,144
PLAN EQUITY AT BEGINNING OF YEAR 23,874,688 21,332,301 20,654,157
---------- ---------- ----------
PLAN EQUITY AT END OF YEAR $27,686,354 $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
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 ("Fidelity 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 January of
1999 for the value at December 31, 1998.
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 options 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 ("VICORP 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
Portfolio, which 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, 1998, 1997 and 1996 was 5.9%,
5.8% 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 options at any time, as long
as a diversified group of investment categories is available into which
participants may invest.
As of December 31, 1998, the number of participants in the above described
investment programs was as follows:
<TABLE>
<CAPTION>
<S> <C>
VICORP Stock Fund 495
GIC Fund 731
Fidelity Magellan Fund 942
Fidelity Puritan Fund 778
Fidelity Equity-Income Fund 817
Loan Fund (described below) 284
</TABLE>
The total number of participants in the above listing is greater than the
total number of Plan participants because participants may elect to invest
in 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, 1998, interest rates on outstanding loans ranged from 7.0% to
11.5% with maturity dates ranging from January 16, 1999 to October 22,
2008.
Employer Contribution 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 $10,000, $9,500 and $9,500 in 1998, 1997 and
1996, 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. 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.
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, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
December 31,
--------------------------
1998 1997
---- ----
<S> <C> <C>
VICORP Stock Fund $ 219,891 $ 247,118
GIC Fund 1,122,154 1,130,923
Fidelity Magellan Fund 2,321,389 1,803,928
Fidelity Puritan Fund 854,157 764,636
Fidelity Equity-Income Fund 1,107,943 966,533
Employer Fund 1,446,749 1,403,822
--------- ---------
$7,072,283 $6,316,960
========= =========
</TABLE>
Of the above amounts, distributions amounting to $166,565 were requested by
terminated participants prior to December 31, 1998, 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, 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 $ 11,534 $ 133,352 $ 144,886
========= ========= =========
Year ended December 31, 1998
Aggregate proceeds $ 62,575 $1,739,491 $1,802,066
Aggregate cost 67,200 1,686,286 1,753,486
--------- --------- ---------
Net realized gain (loss) $ (4,625) $ 53,205 $ 48,580
========= ========= =========
</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, 1998, the Plan held party-in-interest investments
consisting of 62,450 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, 2004.
* An undivided interest in the property and rents of 203 North Fourth
Street, Sterling, Colorado, leased until January 14, 2004.
* An undivided interest in the property and rents of 1440 South
Country Club Drive, Mesa, Arizona, leased until February 14, 2004.
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, 1998
<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. 62,450 $1,102,173 $ 967,975 $ 15.50
---------- ----------
Mutual Fund Securities
Fidelity Contra Fund 4,688 246,222 266,242 56.79
Fidelity Equity-Income Fund 67,321 2,670,519 3,739,658 55.55
Fidelity Magellan Fund 69,021 5,444,049 8,339,134 120.82
Fidelity Puritan Fund 161,551 2,763,352 3,242,333 20.07
Invesco Dynamics Fund, Inc. 10,710 175,000 168,681 15.75
Janus Worldwide Fund 5,610 250,000 265,709 47.36
Mairs & Powers Growth Fund 1,323 109,000 122,613 92.68
PIMCO Low Duration Fund 34,266 350,000 348,483 10.17
PIMCO Total Return Fund 25,653 275,000 270,382 10.54
Sogen International 12,195 285,401 277,563 22.76
Vanguard Index Trust Portfolio 2,400 250,000 273,471 113.95
Vanguard US Growth Portfolio 3,291 109,000 123,382 37.49
---------- ----------
Total Mutual Fund Securities 12,927,543 17,437,651
---------- ----------
Guaranteed Investment Contracts
Fidelity Managed
Income Portfolio 4,194,134 4,194,134 4,194,134 N/A
--------- ---------
Total Guaranteed Investment
Contracts 4,194,134 4,194,134
--------- ---------
Short-term Investments
* SEI Cash Plus Prime
Obligation Fund 142,677 142,677 142,677 N/A
--------- ---------
Total Short-term Investments 142,677 142,677
--------- ---------
U.S. Government Securities
Federal Home Loan, 5.62%,
February 17, 2000 1,000 100,000 100,000 100.00
Federal Home Loan, 5.07%,
September 15, 2000 1,000 95,700 94,701 94.70
--------- ---------
Total U.S. Government Securities 195,700 194,701
--------- ---------
* Real Estate 2,090,000 2,405,000 N/A
--------- ---------
Notes Receivable from Participants
(Interest rates ranging from 7.0%
to 11.5%) 1,488,620 1,488,620
--------- ---------
TOTAL INVESTMENTS $22,140,847 $26,830,758
========== ==========
</TABLE>
* 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, 1998
<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. $ 967,975 $ - $ - $ - $ - $ - $ - $ 967,975
Mutual Fund Securities - 8,042,456 2,912,855 3,400,527 - - 3,081,813 17,437,651
Guaranteed Investment
Contracts - - - - 4,194,134 - - 4,194,134
Short-term Investment 16,208 26,175 12,701 20,083 15,868 - 51,642 142,677
Real Estate - - - - - - 2,405,000 2,405,000
U.S. Government Securities - - - - - - 194,701 194,701
Notes receivable from
participants - - - - - 1,488,620 - 1,488,620
Contributions receivable
Company - - - - - - 528,590 528,590
Participants 1,719 4,661 3,859 4,245 4,425 - - 18,909
Interest and other
receivables 125 - 88 117 109 - 3,675 4,114
Dividends receivable - 197,267 50,394 118,561 - - 74,377 440,599
--------- --------- --------- --------- --------- --------- --------- ----------
Total assets 986,027 8,270,559 2,979,897 3,543,533 4,214,536 1,488,620 6,339,798 27,822,970
--------- --------- --------- --------- --------- --------- --------- ----------
LIABILITIES
Refunds payable to
participants 4,606 33,478 10,224 18,744 7,375 - 34,618 109,045
Accrued expenses - - - - - - 27,571 27,571
--------- --------- --------- --------- --------- --------- --------- ----------
Total liabilities 4,606 33,478 10,224 18,744 7,375 - 62,189 136,616
--------- --------- --------- --------- --------- --------- --------- ----------
PLAN EQUITY $ 981,421 $ 8,237,081 $ 2,969,673 $ 3,524,789 $ 4,207,161 $ 1,488,620 $ 6,277,609 $27,686,354
========= ========= ========= ========= ========= ========= ========= ==========
</TABLE>
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 III
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS
FOR THE YEAR ENDED DECEMBER 31, 1998
<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 $ 1,254 $ 379,756 $ 296,784 $ 194,172 $ 241,976 $ 120,194 $ 403,264 $ 1,637,400
Net Realized Gains (Losses)
Employer common stock (4,625) - - - - - - (4,625)
Other Investments - 29,583 (480) 3,736 - - 20,366 53,205
Unrealized Appreciation
(Depreciation)
Employer common stock (112,875) - - - - - - (112,875)
Other investments - 1,627,485 105,483 165,613 - - 163,186 2,061,767
Contributions Received or Accrued
Company - - - - - - 528,590 528,590
Participants 150,637 634,455 333,319 439,983 383,667 - - 1,942,061
Rollovers 841 78,542 41,065 61,200 27,718 - - 209,366
--------- --------- --------- --------- --------- --------- --------- ----------
Total additions 35,232 2,749,821 776,171 864,704 653,361 120,194 1,115,406 6,314,889
--------- --------- --------- --------- --------- --------- --------- ----------
Withdrawals and Forfeitures
Participant withdrawals 158,943 722,973 248,203 312,345 345,105 154,873 596,627 2,539,069
Forfeitures redistributed - - - - - - (35,846) (35,846)
--------- --------- --------- --------- --------- --------- --------- ----------
Total withdrawals 158,943 722,973 248,203 312,345 345,105 154,873 560,781 2,503,223
--------- --------- --------- --------- --------- --------- --------- ----------
Transfer between Funds (19,894) 117,244 20,375 50,804 (347,885) 179,653 (297) -
--------- --------- --------- --------- --------- --------- --------- ----------
Net Increase in Plan Equity (143,605) 2,144,092 548,343 603,163 (39,629) 144,974 554,328 3,811,666
Plan Equity at Beginning
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
--------- --------- --------- --------- --------- --------- --------- ----------
PLAN EQUITY AT END OF YEAR $ 981,421 $8,237,081 $2,969,673 $3,524,789 $4,207,161 $1,488,620 $6,277,609 $27,686,354
========= ========== ========== ========== ========== ========== ========== ==========
</TABLE>
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE III
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS
FOR THE YEAR ENDED 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
Employer common stock 11,534 - - - - - - 11,534
Other investments - 43,948 11,636 14,704 - - 63,064 133,352
Unrealized Appreciation
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
FOR THE YEAR ENDED 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 IV
REPORTABLE TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998
<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> <S> <C> <C> <C> <C> <C> <C>
The Bank of Cherry Creek Three hundred ninety-
six purchases - 5,275,120 $5,275,120 - - $5,275,120 -
* SEI Cash Plus Prime
Obligation Fund
The Bank of Cherry Creek Three hundred ninety-
one sales - 5,458,678 - $5,458,678 - $5,458,678 -
* SEI Cash Plus Prime
Obligation Fund
</TABLE>
* Represents a party-in-interest (Note 8)
ARTHUR ANDERSON LLP
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, 1998 and 1997
and the related statements of plan income and changes in plan equity for each
of the three years in the period ended December 31, 1998. These financial
statements 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,
1998 and 1997 and the plan income and changes in plan equity for the three
years in the period ended December 31, 1998, 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, 1998 and 1997 (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, 1998 and reportable transactions
in excess of 5% of plan assets for the year ended December 31, 1998
(Schedule IV), are presented for the purpose 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. These supplemental schedules are the
responsibility of the Plan's management. These 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 27, 1999.
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated April 27, 1999 on the financial statements of 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, 1999, to its Form
10-K report for the year ended November 1, 1998. It should be noted that we
have not audited any financial statements of VICORP Restaurants, Inc.
subsequent to November 1, 1998, or performed any audit procedures subsequent
to the date of our report.
ARTHUR ANDERSEN LLP
Denver, Colorado,
April 27, 1999.
