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 its charter)
AMENDMENT NO. 2
The undersigned registrant hereby amends the following
items, financial statements, exhibits, or other portions of
its Annual Report of 1999 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 27, 2000
Commission File Number 0-12343
VICORP RESTAURANTS, INC. EMPLOYEES' 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 19,522 $ -
Investments, at fair value (Notes 2
and 3 and Schedule I)
Common stock of VICORP Restaurants, Inc. 604,365 967,975
Mutual fund securities 23,440,605 17,437,651
Common/collective trusts 6,246,086 4,194,134
Short-term investments - 142,677
Real estate - 2,405,000
U.S. Government securities - 194,701
Participant loans (Note 1) 1,213,179 1,488,620
Contributions receivable
Company 611,514 528,590
Participants 38,733 18,909
Interest and other receivables 88 4,114
Dividends receivable - 440,599
---------- ----------
Total assets 32,174,092 27,822,970
---------- ----------
LIABILITIES
Refunds payable to participants (62,909) (109,045)
Accrued expenses (35,007) (27,571)
---------- ----------
Total liabilities (97,916) (136,616)
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $32,076,176 $27,686,354
=========== ===========
</TABLE>
The accompanying notes to financial statements are an integral part
of these statements.
VICORP RESTAURANTS, INC. EMPLOYEES' 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
<S> <C>
INVESTMENT INCOME
Interest income $ 301,594
Dividend income 1,946,441
Rental income 169,454
Realized and unrealized gains on
investments (Note 3) 1,703,404
-----------
Investment income 4,120,893
CONTRIBUTIONS RECEIVED OR ACCRUED
Company 620,708
Participants 2,090,781
Rollovers 37,331
-----------
Total additions 6,869,713
-----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
WITHDRAWALS AND FORFEITURES (Note 1)
Participant withdrawals (2,413,577)
Forfeitures redistributed 25,764
----------
Total withdrawals and forfeitures (2,387,813)
----------
ADMINISTRATIVE EXPENSES (92,078)
----------
Total deductions (2,479,891)
----------
NET INCREASE 4,389,822
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 27,686,354
-----------
END OF YEAR $32,076,176
-----------
</TABLE>
The accompanying notes to financial statements are an integral part
of this statement.
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF PLAN
-------------------
Effective July 1, 1999, the Plan's name changed from the VICORP
Restaurants, Inc. Employees' Profit Sharing Plan to the VICORP
Restaurants, Inc. Employees' 401(K) Plan (the "Plan"). The
following description of the Plan provides only general
information. Participants should refer to the Plan agreement for
a more complete description of the Plan's provisions.
General
-------
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"). It is
administered by the Plan Manager and Plan Administrator, all
appointed by the Company's Board of Directors. From January 1,
1999 to September 1, 1999, the Plan's assets were managed through
a trust agreement with The Bank of Cherry Creek. Effective
September 1, 1999, the Plan's assets are managed through a trust
agreement with Fidelity Management Trust Company, (the
"Trustee"). The Trustee also provides certain third-party record-
keeping functions for the Plan. Certain administrative and
accounting services of the Plan are provided by the Company at no
cost to the Plan. Benefits under the Plan are not guaranteed by
the Pension Benefit Guarantee Corporation.
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 in 1999, subject to certain limitations required by the
Internal Revenue Code ("IRC"). 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. From January 1, 1999 to
September 1, 1999, changes in the level of contribution could be
made once each quarter. Effective September 1, 1999, unlimited
changes in the level of contributions may be made daily.
Additionally, participants may discontinue or resume
contributions voluntarily suspended at any point in time.
The Company's contribution is determined by the Board of
Directors and the Plan agreement. A Company contribution will be
made equal to a minimum of 100% of the first 2% of compensation,
as defined in the Plan, which each participant contributed to the
Plan by salary reduction contributions. The employer may make an
additional contribution to the Plan in any amount in any year.
Participants must be employed on the last day of the plan year in
order to share in any Company contribution. Total Company
contributions of all participants under this Plan for the plan
year shall not exceed the annual additions limitation of the IRC.
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.
Participant Accounts
--------------------
Participants are allowed to designate the investment of their
accounts into various investment options selected by the Plan
Manager. From January 1, 1999 to September 1, 1999, investment
selections could be changed at the beginning of each calendar
quarter. Effective September 1, 1999, investment selection may
be changed daily. Participants may select from nine diversified
investment options. 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.
Fidelity Managed Income Portfolio: Seeks to preserve your
principal investment while earning interest income, by investing
in investment contracts offered by major insurance companies and
other approved financial institutions and in certain types of
fixed income securities (bonds).
Fidelity Investment Grade Bond: Seeks to provide high
current income, by investing in a broad variety of fixed-income
obligations that are primarily "investment grade" bonds of medium
to high quality.
Fidelity Puritan: Seeks to provide as much income as
possible while seeking the potential for capital growth, by
investing in common and preferred stocks and bonds of any quality
or maturity.
Fidelity Equity-Income: Seeks to provide reasonable income
while considering the potential for capital appreciation and to
provide a yield that exceeds the yield of the securities in the
S&P 500 Index, by investing in other types of equity and debt
securities, including lower-quality debt securities.
Fidelity Magellan: Seeks to increase the value of your
investment over the long term through capital appreciation, by
investing in common stocks.
Fidelity Spartan U.S. Equity Index Fund: Seeks to match the
total return of the S&P 500 Index, by investing primarily in the
500 companies that make up the S&P 500.
Fidelity OTC Portfolio: Seeks to increase the value of your
investment over the long term through capital growth, by
investing in U.S. & foreign common stocks that are traded on the
"over-the-counter" (OTC) market.
Fidelity Diversified International Fund: Seeks to increase
the value of your investment over the long term through capital
growth, by investing at least 65% of total assets in foreign
securities.
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.
Vesting
-------
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>
Participant 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, 1999, interest rates on outstanding loans ranged
from 7.0% to 11.5% with maturity dates ranging from February 25,
2000 to December 28, 2008.
Withdrawals and Distributions
-----------------------------
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. Participants may elect to take the distribution in
cash (subject to taxes and possible early withdrawal penalty) or
roll the amounts into an IRA or other qualified plan.
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.
Plan Expenses
-------------
The Plan pays for most administrative expenses. During 1999, Plan
administrative expenses were approximately $92,000.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Basis of Accounting
-------------------
The financial statements of the Plan are presented on the accrual
basis of accounting. The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States 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.
New Accounting Pronouncement
----------------------------
The Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of
Position 99-3 "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters" ("SOP
99-3") which eliminates the requirement for a defined
contribution plan to disclose participant directed investment
programs. SOP 99-3 was adopted for the 1999 plan year. The 1998
financial statements have been appropriately reclassified to
conform with the current year presentation.
Investment Valuation and Income Recognition
-------------------------------------------
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. The Plan invests in a common/collective trust fund, Fidelity
Managed Income Portfolio, which invests mainly in guaranteed
investment contracts and synthetic guaranteed investment
contracts. These contracts are carried in the
common/collective trust fund's audited financial statements
at fair value as determined by the fund's trustee on a daily
basis. The investment in the common/collective trust fund in
the accompanying financial statements is valued at the Plan's
proportionate interest in the fund as of the financial
statement date. Interest rates earned on the investment
change daily. The average yield for the year ended December
31, 1999 was approximately 5.68%. The crediting interest
rate as of December 31, 1999 and 1998 was approximately 5.62%.
d. Real estate investments were 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. All real
estate was liquidated during 1999 (Note 6).
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.
Payment of Benefits
-------------------
Benefits are recorded when paid. Distributions amounting to
$166,565 were requested by terminated participants prior to
December 31, 1998, but were paid in 1999. There were no pending
distributions as of December 31, 1999.
(3) INVESTMENTS
-----------
The following presents investments which exceed 5% of net assets
available for benefits as of December 31, 1999 and December 31,
1998:
<TABLE>
<CAPTION>
1999 1998
------------------------ -----------------------
Units** Market Value Units** Market Value
------------------------ -----------------------
<S> <C> <C> <C> <C>
Fidelity Managed Income Portfolio 6,246,086 $ 6,246,086 4,194,134 $4,194,134
Fidelity Puritan 209,416 3,985,180 161,551 3,242,333
Fidelity Equity-Income 95,084 5,085,108 67,321 3,739,658
Fidelity Magellan 95,694 13,074,614 69,021 8,339,134
Participant Loans * * N/A 1,488,620
Real Estate * * N/A 2,405,000
</TABLE>
* Not over 5% in that year
** Rounded to the nearest whole share
During the period ended December 31, 1999, the Plan's investments
(including gains and losses on investments bought and sold, as
well as held during the year) appreciated in value by $1,703,404
as follows:
<TABLE>
<CAPTION>
<S> <C>
VICORP Restaurants, Inc. $ 94,470
Mutual Fund Securities 1,572,135
Real Estate 32,500
U.S. Government Securities 4,299
------------
$ 1,703,404
</TABLE>
Employer Contribution Funds
---------------------------
Prior to September 1, 1999, the Company contributions were
invested in real estate (Note 6), mutual fund investments, U.S.
Government securities, and short-term temporary cash investments.
Company contributions were maintained in this fund, because they
were directed by the Company. Effective September 1, 1999,
participants are allowed to direct employer contributions to any
of the nine funds held by the Plan at December 31, 1999.
Nonparticipant-Directed Investments
-----------------------------------
Information about the net assets and the significant components
of the changes in net assets relating to the nonparticipant-
directed investments is as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net Assets:
Mutual funds $ - $3,081,813
Short-term investments - 51,642
Real estate - 2,405,000
U.S. Government securities - 194,701
Company Contributions Receivable - 528,590
Interest and other receivables - 78,052
Refunds payable to participants - (34,618)
Accrued expenses - (27,571)
----------- ----------
$ - $6,277,609
=========== ==========
</TABLE>
<TABLE>
<CAPTION>
Year ended
December 31, 1999
-----------------
<S> <C>
Changes in Net Assets:
Investment income $ 208,245
Net appreciation 281,002
Benefits paid to participants (354,397)
Transfers to participant-directed investments (6,412,459)
-----------
$(6,277,609)
===========
</TABLE>
(4) INCOME TAXES
------------
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 IRC and
is exempt from federal income tax under Section 501(a) of the
Code. The Plan has been amended since receiving the latest tax
determination letter; however, management is of the opinion that
the Plan, as amended, is designed and being operated in
compliance with the IRC and continues to be tax exempt.
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 IRC 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.
(5) PLAN TERMINATION
----------------
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) RELATED PARTY TRANSACTIONS
--------------------------
As of December 31, 1999, the Plan held a party-in-interest
investment consisting of 37,480 shares of VICORP common stock.
For the first seven months in 1999, the Plan invested in 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 were leased to the
Company. On August 6, 1999, the Company purchased the properties
from the Plan for the amount of $2,437,500 (based on current
independent appraisals). The restaurants interests were 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. Until September 1, 1999,
the Bank of Cherry Creek was the Plan trustee, as defined by the
Plan. Therefore, transactions with the former trustee are party-
in-interest transactions.
The Plan invests in common/collective trusts and mutual funds
managed by a subsidiary of Fidelity Management Trust Company,
the Trustee. Therefore, transactions with the Trustee are
party-in-interest transactions.
(7) RISKS AND UNCERTAINTIES
-----------------------
The Plan provides for various investment options in mutual funds
and common/collective trusts 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 net assets available for benefits.
VICORP RESTAURANTS, INC. EMPLOYEES' 401(K) PLAN SCHEDULE I
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
EIN #84-0511072
FORM 5500--SCHEDULE H - ITEM 4i
<TABLE>
<CAPTION>
Number of
Shares or Market
Principal Value
Value ** of Issue
--------- --------
<S> <C> <C>
*The VICORP Restaurants, Inc. Common Stock Fund 37,480 $ 604,365
-----------
Mutual Fund Securities
*Fidelity Equity-Income 95,084 5,085,108
*Fidelity Magellan 95,694 13,074,614
*Fidelity Puritan 209,416 3,985,180
*Fidelity Investment Grade Bond 3,250 22,392
*Fidelity Spartan U.S. Equity Index Fund 2,735 142,481
*Fidelity OTC Portfolio 12,857 873,860
*Fidelity Diversified International Fund 10,030 256,970
-----------
Total Mutual Fund Securities 23,440,605
Common/Collective Trusts
*Fidelity Managed Income Portfolio 6,246,086 6,246,086
-----------
Total Common/Collective Trusts 6,246,086
-----------
Cash 19,522
-----------
Participant Loans
(Interest rates ranging from 7.0% to 11.5%) 1,213,179
-----------
TOTAL ASSETS HELD FOR INVESTMENT PURPOSES $31,523,757
===========
</TABLE>
* This represents a party-in-interest. (Note 6)
** Rounded to the nearest whole share.
VICORP RESTAURANTS, INC. EMPLOYEES' 401(K) PLAN SCHEDULE II
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
EIN #84-0511072
FORM 5500--SCHEDULE H - ITEM 4j
<TABLE>
<CAPTION>
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 of Cherry Creek Thirty-nine purchases- 7,367,637 $7,367,637 $ - $ - $7,367,637 $ -
*SEI Cash Plus Prime
Obligation Fund
The Bank of Cherry Creek Thirty-one sales- 7,419,280 - 7,419,280 - 7,419,280 -
*SEI Cash Plus Prime
Obligation Fund
The Bank of Cherry Creek One sale- - - 2,437,500 - 2,108,000 329,500
*Real Estate
The Bank of Cherry Creek Four purchases- 6,412,393 6,412,393 - - 6,412,393 -
*Fidelity Managed
Income Portfolio
</TABLE>
* Represents a party-in-interest (Note 6)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator and Plan Participants of
VICORP Restaurants, Inc. Employees' 401(k) Plan:
We have audited the accompanying statements of net
assets available for benefits of the VICORP
RESTAURANTS, INC. EMPLOYEES' 401(k) (the "Plan") as of
December 31, 1999 and 1998, and the related statement
of changes in net assets available for benefits for the
year ended December 31, 1999. These financial
statements and the supplemental schedules referred to
below, are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with auditing
standards generally accepted in the United States.
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 net
assets available for benefits of the Plan as of December
31, 1999 and 1998 and the changes in net assets
available for benefits for the year ended December 31,
1999, in conformity with accounting principles generally
accepted in the United States.
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 assets held
for investment purposes (Schedule I) and schedule of
reportable transactions (Schedule II) are presented for
the purpose of additional analysis and are not a
required part of the basic financial statements but are
supplementary information required by 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 27, 2000.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our report dated April 27, 2000, on the financial
statements of VICORP Restaurants, Inc. Employees' 401 (k) Plan,
which is incorporated by reference in VICORP Restaurants,
Inc.'s Form 10-K/A amendment dated February 22, 2000, to its
Form 10-K report for the year ended October 31,1999. It
should be noted that we have not audited any financial
statements of VICORP Restaurants, Inc. subsequent to October
31, 1999, or performed any audit procedures subsequent to
the date of our report.
ARTHUR ANDERSEN LLP
Denver, Colorado
April 27, 2000.
