-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jE6AppHnG2FkbVEYDkH3Z2kC4CQv6J12Bc8HEAqepNrztdEJN20BQEaa1EMvxsdj M2BrH8bx89BHLBbFgzh1yQ== 0000703799-94-000006.txt : 19940421 0000703799-94-000006.hdr.sgml : 19940421 ACCESSION NUMBER: 0000703799-94-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931031 FILED AS OF DATE: 19940420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VICORP RESTAURANTS INC CENTRAL INDEX KEY: 0000703799 STANDARD INDUSTRIAL CLASSIFICATION: 5812 IRS NUMBER: 840511072 STATE OF INCORPORATION: CO FISCAL YEAR END: 1026 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12343 FILM NUMBER: 94523462 BUSINESS ADDRESS: STREET 1: 400 W 48TH AVE CITY: DENVER STATE: CO ZIP: 80216 BUSINESS PHONE: 3032962121 10-K/A 1 AMENDMENT 1 TO VICORP RESTAURANTS, INC. 1993 10-K 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 1993 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 Dennis L. Kuper, Executive Vice President/Finance Date: April 20, 1994 Commission File Number 0-12343 EX-99 2 FINANCIAL STATEMENTS RELATING TO EMPLOYEES' PROFIT SHARING PLAN VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN STATEMENTS OF FINANCIAL CONDITION AS OF DECEMBER 31, 1993 AND 1992
1993 1992 ____________ ____________ ASSETS Cash $ 1,306 $ 37,043 Investments, at fair value (Note 2, and Schedule I) Common stock of VICORP Restaurants, Inc. 1,764,459 2,046,600 Mutual fund securities 4,646,896 4,185,638 Guaranteed investment contracts 5,783,190 3,015,997 Short-term investments 1,898,497 2,326,853 Real estate 2,108,000 2,108,000 Notes receivable from participants (Note 3) 1,595,138 1,209,214 Contributions receivable (Note 4) Company 848,761 817,869 Participants 99,447 68,589 Interest and other receivables 8,729 12,071 ___________ ___________ Total assets 18,754,423 15,827,874 ___________ ___________ LIABILITIES AND PLAN EQUITY Refunds payable to participants 220,425 316,563 Accrued expenses 21,741 58,962 ___________ ___________ Total liabilities 242,166 375,525 ___________ ___________ PLAN EQUITY $ 18,512,257 $ 15,452,349 =========== =========== 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 TO PLAN EQUITY
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1993 1992 1991 ____________ ___________ __________ NET INVESTMENT INCOME Interest income $ 477,321 $ 489,497 $ 442,576 Dividend income 478,599 340,271 169,311 Rental income 232,968 232,271 232,271 Administrative expenses (50,246) (62,240) (60,016) ____________ ____________ ____________ Net investment income 1,138,642 999,799 784,142 NET REALIZED GAINS (LOSSES) (Note 7) Employer common stock (28,440) 3,236 6,675 Other investments 121,454 58,390 20,547 UNREALIZED APPRECIATION (DEPRECIATION) Employer common stock (458,386) 368,481 82,472 Other investments 375,302 (71,803) 384,256 CONTRIBUTIONS RECEIVED OR ACCRUED (Note 4) Company 848,761 817,869 650,622 Participants 2,631,285 2,591,125 1,985,946 ____________ ____________ ____________ Total additions 4,628,618 4,767,097 3,914,660 ____________ ____________ ____________ WITHDRAWALS, NET OF FORFEITURES (Note 5) Participant withdrawals 1,603,875 1,584,312 1,096,254 Forfeitures redistributed (35,165) (20,524) (13,833) ____________ ____________ ____________ Net withdrawals 1,568,710 1,563,788 1,082,421 ____________ ____________ ____________ NET INCREASE IN PLAN EQUITY 3,059,908 3,203,309 2,832,239 PLAN EQUITY AT BEGINNING OF YEAR 15,452,349 12,249,040 9,416,801 ____________ ____________ ____________ PLAN EQUITY AT END OF YEAR $ 18,512,257 $ 15,452,349 $ 12,249,040 ============ ============ ============ 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 Managers and Plan Administrator, all appointed by the Company's Board of Directors. The Plan's assets are managed through a trust agreement with Colorado National Bank (formerly Central Bank of Denver), (the "Trustee"). Effective January 1, 1994, the Bank of Cherry Creek was named as successor Trustee for the Plan. Certain administrative and accounting services of the Plan are provided by the Company at no cost. 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 are valued at the original invest- ment plus interest earned through the last day of the Plan year. 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 Managers when, in their judgment, material changes in value have occurred. Unrealized appreciation or depreciation is the difference between the fair value at the end of the current year and the cost of the invest- ment, 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 at the beginning of the year of the Plan assets sold, or original cost if acquired and sold during the same Plan year. 3. Investment Programs ------------------- Participants Contributions Effective April 1, 1989, participants were allowed to designate the investment of their contributions into various investment categories selected by the Plan Managers. They may change investment selections four times a year at the beginning of each calendar quarter. Participants may select either one or any combination of investment funds as long as at least 20% of each contribution is directed into each fund selected. 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 guaranteed investment contracts issued by banks and triple A rated insurance companies and the Fidelity Managed Income Portfolio ("Fidelity Portfolio"). The Fidelity Portfolio is comprised of high quality fixed and variable rate investment contracts issued by insurance companies or banks; synthetic contracts, and units of a money market portfolio. The Fidelity Portfolio is managed by Fidelity Management Trust Company, a division of Fidelity Investments. The GIC fund seeks protection of principal with a fixed rate of return over a specified time period, with both principal and interest guaranteed by the issuing institution. The Fidelity Magellan Fund is a publicly traded mutual fund that actively seeks capital appreciation by investing in common stocks and securities convertible into common stock. This fund is managed by Fidelity Management & Research Company. The Fidelity Puritan Fund is a publicly traded mutual fund that seeks to produce as much income as possible while preserving capital by investing in a broadly diversified portfolio of high yielding securities, including common stocks, preferred stocks and bonds and securities convertible into common stock. This fund is managed by Fidelity Management & Research Company. The Fidelity Equity-Income Fund is a publicly traded mutual fund that seeks to produce income by investing primarily in income- producing equity securities that also consider the potential for capital appreciation. This fund is managed by Fidelity Management & Research Company. At December 31, 1992, proceeds in the amount of $2,270,616 from a guaranteed investment contract that matured on December 31, 1992, were invested in a temporary short-term cash investment pending reinvestment in another guaranteed investment contract for the year 1993. These funds were invested in the Fidelity GIC Open-End Portfolio on January 7, 1993. 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, 1993, the number of participants in the above described investment programs was as follows: VICORP Stock Fund 1,055 GIC Fund 1,443 Fidelity Magellan Fund 911 Fidelity Puritan Fund 677 Fidelity Equity-Income Fund 613 Loan Fund (described below) 395 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 and 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, 1993, interest rates on outstanding loans ranged from 7.0% to 12.5% with maturity dates ranging from March 11, 1994 to December 9, 2003. Company Contributions Company contributions are invested in real estate (see Note 8), mutual fund investments and short-term temporary cash investments. At December 31, 1993, in connection with the change in Trustees (see Note 1), all mutual fund securities held in the Company Contributions Account in the amount of $1,844,051 were sold and invested in short-term cash investments pending reinvestment by the new Trustee. These funds were reinvested in various mutual fund investments on January 20, 1994. 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 $8,994 in 1993, 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, a participant may voluntarily 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 of all participants in the Plan for that year, while they were participating. In no event will the Company's contribution exceed 15% of any participant's compensation during any Plan year during the time they participate in the Plan, nor will it exceed 15% of the aggregate compensation of all participants in the Plan for the year. Forfeitures from terminated Plan participants who are not fully vested are reallocated to the accounts of active participants at the end of the Plan year as part of 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 avail- able for distribution in a lump sum in the calendar quarter following the quarter in which their termination occurred or in monthly installments. All investments of a terminating participant will be converted to cash for purposes of distribution. The nonvested portion of former participants' accounts are included in forfeitures and allocated to active participants at the end of the Plan year in which the distribution occurred. Obligations for distributions to partici- pants who terminated from the Plan prior to December 1993 and 1992, respectively, but were not paid until subsequent to year end are as follows:
December 31 ____________________________ 1993 1992 ___________ _________ VICORP Stock Fund $ 145,443 $ 85,300 GIC Fund 545,878 216,334 Fidelity Magellan Fund 268,876 151,272 Fidelity Puritan Fund 124,098 33,880 Fidelity Equity-Income Fund 53,420 34,903 Employer Fund 317,751 144,983 ___________ __________ $ 1,455,466 $ 666,672 =========== ==========
Participants are always 100% vested in their employee accounts. Years of service determine vesting amounts in the Employer Fund account balance. The Plan's vesting schedule is as follows: Percentage of Company Contributions Years of Service Account Which is Vested ________________ _______________________ Fewer than 2 0 2 or more but fewer than 3 20 3 or more but fewer than 4 40 4 or more but fewer than 5 60 5 or more but fewer than 6 80 6 or more 100 In-service withdrawals are limited to hardship withdrawals and participant loans. Hardship withdrawals are limited to a $1,000 maximum and 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 April 10, 1992, 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 their employee contributions to the Plan. Amounts so deferred, along with amounts contributed by the employer and earnings on all contributions, are not taxable to participants until distributed to them from the Plan. 7. Realized Gain (Loss) on Investments -----------------------------------
Employer Other Securities Securities Total ___________ ___________ ___________ Year ended December 31, 1991 Aggregate proceeds $ 57,407 $ 160,615 $ 218,022 Aggregate cost 50,732 140,068 190,800 ___________ ____________ ____________ Net realized gain (loss) $ 6,675 $ 20,547 $ 27,222 =========== ============ ============ Year ended December 31, 1992 Aggregate proceeds $ 21,198 $ 1,266,217 $ 1,287,415 Aggregate cost 17,962 1,207,827 1,225,789 ___________ ____________ ____________ Net realized gain (loss) $ 3,236 $ 58,390 $ 61,626 =========== ============ ============ Year ended December 31, 1993 Aggregate proceeds $ 184,008 $ 2,225,086 $ 2,409,094 Aggregate cost 212,448 2,103,632 2,316,080 ___________ ____________ ____________ Net realized gain (loss) $ (28,440) $ 121,454 $ 93,014 =========== ============ ============
Cost represents the fair market value at the beginning of the Plan year of investments sold or original cost for investments bought and sold during the same Plan year. 8. Party-In-Interest Investments ----------------------------- As of December 31, 1993, the Plan held party-in-interest investments consisting of 96,025 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 13, 2001. VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE I STATEMENT OF INVESTMENTS HELD AS OF DECEMBER 31, 1993
NUMBER OF SHARES OR MARKET MARKET PRINCIPAL VALUE VALUE INVESTMENTS VALUE COST OF ISSUE PER UNIT ___________ _________ ___________ ___________ ________ Common Stock of VICORP Restaurants, Inc. 96,025 $ 2,222,845 $ 1,764,459 $18.38 ___________ ___________ Mutual Fund Securities Fidelity Magellan Fund 38,533 2,491,457 2,730,033 70.85 Fidelity Puritan Fund 67,882 1,023,564 1,069,144 15.75 Fidelity Equity-Income Fund 24,908 751,746 842,885 33.84 First American-Intermediate Term Income Fund 236 2,369 2,366 10.02 First American-Stock Fund 153 2,457 2,468 16.11 ___________ ___________ Total Mutual Fund Securities 4,271,593 4,646,896 ___________ ___________ Guaranteed Investment Contracts Washington Mutual Savings Bank 2,461,885 2,461,885 2,461,885 N/A Fidelity Management Trust Company 3,321,305 3,321,305 3,321,305 N/A ___________ ___________ Total Guaranteed Investment Contracts 5,783,190 5,783,190 ___________ ___________ Short-Term Investments Federated Prime Obligations Fund 1,898,497 1,898,497 1,898,497 N/A ___________ ___________ Real Estate 2,108,000 2,108,000 N/A ___________ ___________ Notes Receivable from Participants 1,595,138 1,595,138 (Interest rates ranging from 7.0% to 12.5%) ___________ ___________ TOTAL INVESTMENTS $17,879,263 $17,796,180 =========== ===========
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE II ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS AS OF DECEMBER 31, 1993
FIDELITY FIDELITY FIDELITY VICORP MAGELLAN PURITAN EQUITY- GIC LOAN EMPLOYER STOCK FUND FUND FUND INCOME FUND FUND FUND FUND TOTAL __________ __________ __________ __________ __________ __________ __________ __________ ASSETS Cash $ $ $ $ $ $ $ 1,306 $ 1,306 Investments Common stock of VICORP Restaurants, Inc. 1,764,459 1,764,459 Mutual Fund Securities 2,730,033 1,069,144 842,885 4,834 4,646,896 Guaranteed Investment Contract 5,783,190 5,783,190 Short-term Investments 54,446 1,844,051 1,898,497 Real Estate 2,108,000 2,108,000 Notes receivable from participants 1,595,138 1,595,138 Contributions receivable Company 848,761 848,761 Participants 18,365 26,918 11,659 10,078 32,427 99,447 Interest and other receivable 70 39 32 25 31 8,532 8,729 ___________ __________ __________ __________ __________ __________ __________ ___________ Total assets 1,837,340 2,756,990 1,080,835 852,988 5,815,648 1,595,138 4,815,484 18,754,423 ___________ __________ __________ __________ __________ __________ __________ ___________ LIABILITIES AND PLAN EQUITY Refunds payable to participants 15,959 23,274 12,263 12,085 50,420 106,424 220,425 Accrued expenses 21,741 21,741 ___________ __________ __________ __________ __________ __________ __________ ___________ Total liabilities 15,959 23,274 12,263 12,085 50,420 --- 128,165 242,166 ___________ __________ __________ __________ __________ __________ __________ ___________ PLAN EQUITY $1,821,381 $2,733,716 $1,068,572 $ 840,903 $5,765,228 $1,595,138 $4,687,319 $18,512,257 =========== ========== ========== ========== ========== ========== ========== ===========
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE II ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS AS OF DECEMBER 31, 1992
FIDELITY FIDELITY FIDELITY VICORP MAGELLAN PURITAN EQUITY- GIC LOAN EMPLOYER STOCK FUND FUND FUND INCOME FUND FUND FUND FUND TOTAL __________ __________ __________ __________ __________ __________ __________ ___________ ASSETS Cash $ 9,090 $ 6,211 $ 2,900 $ 2,330 $ 16,511 $ $ 1 $ 37,043 Investments Common stock of VICORP Restaurants, Inc. 2,046,600 2,046,600 Mutual Fund Securities 1,920,651 727,002 507,464 1,030,521 4,185,638 Guaranteed Investment Contracts 3,015,997 3,015,997 Short-term Investments 14,313 2,270,616 41,924 2,326,853 Real Estate 2,108,000 2,108,000 Notes receivable from participants 1,209,214 1,209,214 Contributions receivable Company 817,869 817,869 Participants 11,737 15,847 7,050 4,875 29,080 68,589 Interest and other receivable 40 17 20 8 454 11,532 12,071 __________ __________ __________ __________ __________ __________ __________ ___________ Total assets 2,081,780 1,942,726 736,972 514,677 5,332,658 1,209,214 4,009,847 15,827,874 __________ __________ __________ __________ __________ __________ __________ ___________ LIABILITIES AND PLAN EQUITY Refunds payable to participants 9,032 43,288 17,480 11,343 125,071 110,349 316,563 Accrued expenses 19,459 39,503 58,962 __________ __________ __________ __________ __________ __________ __________ ___________ Total liabilities 28,491 43,288 17,480 11,343 125,071 --- 149,852 375,525 __________ __________ __________ __________ __________ __________ __________ ___________ PLAN EQUITY $2,053,289 $1,899,438 $ 719,492 $ 503,334 $5,207,587 $1,209,214 $3,859,995 $15,452,349 ========== ========== ========== ========== ========== ========== ========== ===========
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE III ALLOCATION OF PLAN INCOME AND CHANGES TO PLAN EQUITY TO INVESTMENT PROGRAMS FOR THE YEAR ENDED DECEMBER 31, 1993
FIDELITY FIDELITY FIDELITY VICORP MAGELLAN PURITAN EQUITY- GIC LOAN EMPLOYER STOCK FUND FUND FUND INCOME FUND FUND FUND FUND TOTAL __________ __________ __________ __________ __________ __________ __________ ___________ NET INVESTMENT INCOME $ 626 $ 248,228 $ 121,671 $ 28,010 $ 373,377 $ 101,547 $ 265,183 $ 1,138,642 NET REALIZED GAINS (LOSSES) Employer common stock (28,440) (28,440) Other investments 19,703 3,393 6,324 92,034 121,454 UNREALIZED APPRECIATION (DEPRECIATION) Employer common stock (458,386) (458,386) Other investments 238,576 45,580 91,138 8 375,302 CONTRIBUTIONS RECEIVED OR ACCRUED Company 848,761 848,761 Participants 552,326 548,443 259,440 218,573 1,052,503 2,631,285 __________ __________ __________ __________ __________ __________ __________ ___________ Total additions 66,126 1,054,950 430,084 344,045 1,425,880 101,547 1,205,986 4,628,618 __________ __________ __________ __________ __________ __________ __________ ___________ WITHDRAWALS AND FORFEITURES Benefits paid to participants 280,940 187,714 80,702 56,001 462,401 122,915 413,202 1,603,875 Forfeitures redistributed (35,165) (35,165) __________ __________ __________ __________ __________ __________ __________ ___________ Total distributions 280,940 187,714 80,702 56,001 462,401 122,915 378,037 1,568,710 __________ __________ __________ __________ __________ __________ __________ ___________ TRANSFER BETWEEN FUNDS (17,094) (32,958) (302) 49,525 (405,838) 407,292 (625) --- __________ __________ __________ __________ __________ __________ __________ ___________ NET INCREASE IN PLAN EQUITY (231,908) 834,278 349,080 337,569 557,641 385,924 827,324 3,059,908 PLAN EQUITY AT BEGINNING OF YEAR 2,053,289 1,899,438 719,492 503,334 5,207,587 1,209,214 3,859,995 15,452,349 __________ __________ __________ __________ __________ __________ __________ ___________ PLAN EQUITY AT END OF YEAR $1,821,381 $2,733,716 $1,068,572 $ 840,903 $5,765,228 $1,595,138 $4,687,319 $18,512,257 ========== ========== ========== ========== ========== ========== ========== ===========
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE III ALLOCATION OF PLAN INCOME AND CHANGES TO PLAN EQUITY TO INVESTMENT PROGRAMS FOR THE YEAR ENDED DECEMBER 31, 1992
FIDELITY FIDELITY FIDELITY VICORP MAGELLAN PURITAN EQUITY- GIC LOAN EMPLOYER STOCK FUND FUND FUND INCOME FUND FUND FUND FUND TOTAL __________ __________ __________ __________ __________ __________ __________ __________ NET INVESTMENT INCOME $ 625 $ 256,408 $ 66,628 $ 16,584 $ 394,308 $ 82,208 $ 183,038 $ 999,799 NET REALIZED GAINS (LOSSES) Employer common stock 3,236 3,236 Other investments (3,521) 2,630 1,827 57,454 58,390 UNREALIZED APPRECIATION (DEPRECIATION) Employer common stock 368,481 368,481 Other investments (137,778) 21,877 40,313 3,785 (71,803) CONTRIBUTIONS RECEIVED OR ACCRUED Company 817,869 817,869 Participants 529,827 453,101 209,632 167,187 1,231,378 2,591,125 __________ __________ __________ __________ __________ __________ __________ __________ Total additions 902,169 568,210 300,767 225,911 1,625,686 82,208 1,062,146 4,767,097 __________ __________ __________ __________ __________ __________ __________ __________ WITHDRAWALS AND FORFEITURES Benefits paid to participants 139,214 160,178 82,886 52,991 605,175 94,323 449,545 1,584,312 Forfeitures redistributed (20,524) (20,524) __________ __________ __________ __________ __________ __________ __________ __________ Total distributions 139,214 160,178 82,886 52,991 605,175 94,323 429,021 1,563,788 __________ __________ __________ __________ __________ __________ __________ __________ TRANSFER BETWEEN FUNDS 147,947 67,311 (22,571) (5,474) (590,570) 382,339 21,018 --- __________ __________ __________ __________ __________ __________ __________ __________ NET INCREASE IN PLAN EQUITY 910,902 475,343 195,310 167,446 429,941 370,224 654,143 3,203,309 PLAN EQUITY AT BEGINNING OF YEAR 1,142,387 1,424,095 524,182 335,888 4,777,646 838,990 3,205,852 12,249,040 __________ __________ __________ __________ __________ __________ __________ __________ PLAN EQUITY AT END OF YEAR $2,053,289 $1,899,438 $ 719,492 $ 503,334 $5,207,587 $1,209,214 $3,859,995 $15,452,349 ========== ========== ========== ========== ========== ========== ========== ===========
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE III ALLOCATION OF PLAN INCOME AND CHANGES TO PLAN EQUITY TO INVESTMENT PROGRAMS FOR THE YEAR ENDED DECEMBER 31, 1991
FIDELITY FIDELITY FIDELITY VICORP MAGELLAN PURITAN EQUITY- GIC LOAN EMPLOYER STOCK FUND FUND FUND INCOME FUND FUND FUND FUND TOTAL __________ __________ __________ __________ __________ __________ __________ ___________ NET INVESTMENT INCOME $ 857 $ 127,900 $ 27,976 $ 14,309 $ 357,902 $ 69,861 $ 185,337 $ 784,142 NET REALIZED GAINS (LOSSES) Employer common stock 2,954 3,721 6,675 Other investments 7,652 7,381 5,514 20,547 UNREALIZED APPRECIATION (DEPRECIATION) Employer common stock 82,457 15 82,472 Other investments 230,688 65,259 53,127 35,182 384,256 CONTRIBUTIONS RECEIVED OR ACCRUED Company 650,622 650,622 Participants 395,361 312,866 139,218 113,834 1,024,667 1,985,946 __________ __________ __________ __________ __________ __________ __________ ___________ Total additions 481,629 679,106 239,834 186,784 1,382,569 69,861 874,877 3,914,660 __________ __________ __________ __________ __________ __________ __________ ___________ WITHDRAWALS AND FORFEITURES Benefits paid to participants 61,024 96,038 27,630 38,325 480,978 91,267 300,992 1,096,254 Forfeitures redistributed (13,833) (13,833) __________ __________ __________ __________ __________ __________ __________ ___________ Total distributions 61,024 96,038 27,630 38,325 480,978 91,267 287,159 1,082,421 __________ __________ __________ __________ __________ __________ __________ ___________ TRANSFER BETWEEN FUNDS (42,050) 54,164 (71,315) (40,869) (53,347) 183,367 (29,950) --- __________ __________ __________ __________ __________ __________ __________ ___________ NET INCREASE IN PLAN EQUITY 378,555 637,232 140,889 107,590 848,244 161,961 557,768 2,832,239 PLAN EQUITY AT BEGINNING OF YEAR 763,832 786,863 383,293 228,298 3,929,402 677,029 2,648,084 9,416,801 __________ __________ __________ __________ __________ __________ __________ ___________ PLAN EQUITY AT END OF YEAR $1,142,387 $1,424,095 $ 524,182 $ 335,888 $4,777,646 $ 838,990 $3,205,852 $12,249,040 ========== ========== ========== ========== ========== ========== ========== ===========
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE IV REPORTABLE TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS FOR THE YEAR ENDED DECEMBER 31, 1993
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) ______________ ______________ _________ __________ ________ ___________ ___________ __________ Colorado National Bank Three hundred and fifty-one purchases 6,409,051 $6,409,051 --- --- $6,409,051 --- Federated Obligations Fund Colorado National Bank Three hundred and eighty-five sales 9,108,023 --- 9,108,023 --- 9,108,023 --- Federated Obligations Fund Colorado National Bank Thirty purchases - GIC Open-End 3,337,088 3,337,088 --- --- 3,337,088 --- Portfolio - Fidelity Management Trust Company Colorado National Bank Twenty-one sales - GIC Open-End Portfolio - 503,101 --- 503,101 --- 503,101 --- Fidelity Management Trust Company
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the VICORP Restaurants, Inc. Employees' Profit Sharing Plan: We have audited the accompanying statements of financial condition of the VICORP Restaurants, Inc. Employees' Profit Sharing Plan (the "Plan") as of December 31, 1993 and 1992, and the related statements of Plan income and changes in Plan equity for each of the three years in the period ended December 31, 1993. 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 and schedules 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, 1993 and 1992, and the Plan income and changes in Plan equity for the three years in the period ended December 31, 1993 in comformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The Statement of Investments Held as of December 31, 1993 (Schedule I), the Allocation of Plan Assets and Liabilities to Investment Programs as of December 31, 1993 and 1992 (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, 1993 and Reportable Transactions in Excess of 5% of Plan Assets for the year ended December 31, 1993 (Schedule IV), are presented for purposes of complying with the regulations of the Securities and Exchange Commission and the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. This information has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN & CO. Denver, Colorado, April 11, 1994. EX-23 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated April 11, 1994, included in VICORP Restaurants, Inc. Employees' Profit Sharing Plan's financial statements, which is incorporated by reference in VICORP Restaurants, Inc.'s Form 10-K/A amendment dated April 20, 1994, to the Form 10-K for the year ended October 31, 1993. It should be noted that we have not audited any financial statements of VICORP Restaurants, Inc. subsequent to October 31, 1993, or performed any audit procedures subsequent to the date of our report. ARTHUR ANDERSEN & CO. Denver, Colorado, April 20, 1994. -----END PRIVACY-ENHANCED MESSAGE-----