SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Amendment No. 1 to
Schedule 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
VICORP Restaurants, Inc.
(Name of the Issuer)
VICORP Restaurants, Inc.
(Name of Person Filing Statement)
Common Stock, $.05 par value
(Title of Class of Securities)
925817108
(CUSIP Number of Class of Securities)
STANLEY ERECKSON, JR., ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
VICORP RESTAURANTS, INC.
400 WEST 48TH AVENUE
DENVER, COLORADO 80216
(303) 296-2121
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
REID A. GODBOLT, ESQ.
NATHAN D. SIMMONS, ESQ.
JONES & KELLER, P.C.
WORLD TRADE CENTER
1625 BROADWAY, 16TH FLOOR
DENVER, COLORADO 80202
(303) 573-1600
November 23, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE:
Transaction valuation Amount of filing fee
$38,000,000 (1) $7,600 (2)
(1) For the purpose of calculating the filing fee only, this amount is based
on the purchase 2,000,000 shares of common stock at the offer price of
$19.00 per share.
(2) The amount of the filing fee equals 1/50th of 1% of the value of the
securities proposed to be acquired.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $7,600
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(6)-1 Press Release issued by the Company in respect of the offer
described in the Schedule 13E-4. All other information is the Schedule 13E-4,
including exhibits, is not amended.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amended statement is true, complete and
correct.
VICORP Restaurants, Inc.
By:/s/ Charles R. Frederickson
_________________________________________
Charles R. Frederickson, Chairman of the Board
and Chief Executive Officer
Date: December 7, 1999
EXHIBIT (a)(6)-1
For information at VICORP, contact:
Investor Relations
(303) 296-2121
(303) 672-2668 (fax)
For Immediate Release
- ---------------------
VICORP RESTAURANTS REPORTS
1999 FOURTH QUARTER AND FISCAL YEAR RESULTS
Denver, Colo., December 6, 1999 - VICORP Restaurants, Inc. (NASDAQ:VRES)
today reported net income of $8,823,000, or $.99 per diluted share, for the
fourth quarter ended October 31, 1999. The Company indicated that this figure
includes a non-recurring reduction in income tax expense of $5.4 million, or
$.61 per diluted share, to adjust the valuation allowance previously provided
against its deferred tax assets. Excluding this one-time tax credit, net
income would have been $3,426,000, or $.38 per diluted share. This compares
to net income of $2,143,000, or $.23 per diluted share, for the fourth quarter
of fiscal 1998. The fourth quarter of fiscal 1999 included 112 business days
while the fourth quarter of fiscal 1998 included 93 business days. On a per
diem basis, fiscal 1999 fourth quarter net income, excluding the non-recurring
reduction in income tax expense, increased 33% over the comparable 1998 period.
On a per diem basis, sales at company-operated restaurants increased 3.6%
versus the fourth quarter of 1998. This sales increase resulted from a
combination of new Village Inn restaurant openings, and increases in same-
store sales. For the quarter, same-store sales increased 3.0% and 0.1% at
Bakers Square and Village Inn, respectively.
For the 1999 fiscal year ended October 31, 1999, excluding the non-
recurring reduction in income tax expense recorded in the fourth quarter, net
income rose to $11,930,000, or $1.33 per diluted share. This represents an
increase of 31% and 36%, respectively, over net income of $9,120,000, and
earnings per diluted share of $.98 for the 1998 fiscal year.
Sales for company-operated restaurants on a per diem basis grew 4.4% for
fiscal 1999 to $355.8 million. Sales growth resulted from a combination of
new Village Inn restaurant openings, and increased same-store sales. For the
year, Bakers Square's same-store sales increased 4.6% while Village Inn same-
store sales increased 0.9%.
The Company said that earnings before interest, taxes, depreciation and
amortization for the full year totaled $39.2 million. This cash flow allowed
the Company to internally fund $33 million of capital expenditures and
repurchase 232,925 shares, or 2.6% of its common stock.
The Company said it opened seven new and closed four company-operated
Village Inn restaurants, and opened eight new and closed one franchised
Village Inn restaurant during the 1999 fiscal year. The Company anticipates
adding eight to ten new company-operated Village Inn restaurants, eleven new
franchised Village Inn restaurants, and one to two new Bakers Square company-
operated restaurants during the 2000 fiscal year.
On November 23, 1999, the Company initiated a tender offer for up to
2,000,000 shares, or 22% of its outstanding common stock, for $19.00 in cash
per share. The details concerning the terms and conditions of the tender
offer are set forth in an Offer to Purchase and related materials which are
being forwarded to shareholders of record. Shareholders in whose names their
common stock is registered may tender their shares directly according to the
instructions in the Offer to Purchase and accompanying materials. Share-
holders who hold their common stock through a securities firm, trust company
or other nominee, should receive the above materials from the nominee. These
shareholders may then instruct the nominee, which is the registered holder on
the books of VICORP, to tender their common shares on their behalf.
Interested persons may obtain documentation and information regarding the
exchange offer from VICORP's information agent for the offer, D.F. King & Co.,
Inc., telephone (800) 758-5880.
VICORP operates and franchises approximately 368 mid-scale family-type
restaurants, principally under the names Bakers Square and Village Inn, with
concentrations in the Rocky Mountain region, upper Midwest, California,
Arizona and Florida.
- ---------------------------------
Except for the historical information contained herein, the matters discussed
in this release are forward looking statements that involve risks and
uncertainties. Such factors that could influence future performance include,
but are not limited to, the effect of economic conditions, government
initiatives, food commodity prices and availability, competition, labor
availability, the weather, and other risks detailed in the Company's
Securities and Exchange Commission filings.
VICORP RESTAURANTS, INC.
Condensed Statements of Operations
<TABLE>
Fourth quarter ended Fiscal years ended
------------------------------------- -------------------------------------
October 31, 1999 November 1, 1998 October 31, 1999 November 1, 1998
(112 days) (93 days) (364 days) (366 days)
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Revenues $ 109,390,000 $ 87,671,000 $ 359,046,000 $ 346,173,000
Net income 8,823,000 2,143,000 17,327,000 9,120,000
Basic and diluted
earnings per share $0.99 $0.23 $1.93 $0.98
Weighted average common
shares and dilutive common
share equivalents 8,884,000 9,295,000 8,958,000 9,262,000
</TABLE>
