-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UCDhWh/vVhXzY1IyL3H4V0B41bo9cdvi7+8k6APc4IM//klSUYqySWT57smarbgY KebyCQ03+koaUFqeHzURAQ== 0000703799-99-000021.txt : 19990503 0000703799-99-000021.hdr.sgml : 19990503 ACCESSION NUMBER: 0000703799-99-000021 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981101 FILED AS OF DATE: 19990430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VICORP RESTAURANTS INC CENTRAL INDEX KEY: 0000703799 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 840511072 STATE OF INCORPORATION: CO FISCAL YEAR END: 1026 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-12343 FILM NUMBER: 99606939 BUSINESS ADDRESS: STREET 1: 400 W 48TH AVE CITY: DENVER STATE: CO ZIP: 80216 BUSINESS PHONE: 3032962121 10-K/A 1 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 EX-99 2 VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN STATEMENTS OF FINANCIAL CONDITION AS OF DECEMBER 31, 1998 AND 1997
1998 1997 ASSETS ---- ---- 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 ========== ==========
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
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1998 1997 1996 ------------ ------------ ------------ 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 ========== ========== ==========
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:
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
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:
December 31, -------------------------- 1998 1997 ---- ---- 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 ========= =========
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:
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 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 -----------------------------------
Employer Other Securities Securities Total ---------- ---------- ---------- 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 ========= ========= =========
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
Number of Shares or Market Market Principal Value Value Value** Cost of Issue Per Unit --------- ---- -------- -------- * 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 ========== ==========
* 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
Fidelity Fidelity Fidelity VICORP Magellan Puritan Equity- GIC Loan Employer Stock Fund Fund Fund Income Fund Fund Fund Fund Total ---------- ----------- ----------- ----------- ----------- ----------- ----------- ------------ ASSETS 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 ========= ========= ========= ========= ========= ========= ========= ==========
VICORP RESTAURANTS, INC. EMPLOYEES' PROFIT SHARING PLAN SCHEDULE II ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS AS OF DECEMBER 31, 1997
Fidelity Fidelity Fidelity VICORP Magellan Puritan Equity- GIC Loan Employer Stock Fund Fund Fund Income Fund Fund Fund Fund Total ---------- ---------- ---------- ----------- ---------- ---------- ---------- ---------- ASSETS 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 ========= ========= ========= ========= ========= ========= ========= ==========
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
Fidelity Fidelity Fidelity VICORP Magellan Puritan Equity- GIC Loan Employer Stock Fund Fund Fund Income Fund Fund Fund Fund Total ---------- ---------- ---------- ----------- ---------- ---------- ---------- ---------- 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 ========= ========== ========== ========== ========== ========== ========== ==========
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
Fidelity Fidelity Fidelity VICORP Magellan Puritan Equity- GIC Loan Employer Stock Fund Fund Fund Income Fund Fund Fund Fund Total ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 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 ========== ========== ========== ========== ========== ========== ========== ==========
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
Fidelity Fidelity Fidelity VICORP Magellan Puritan Equity- GIC Loan Employer Stock Fund Fund Fund Income Fund Fund Fund Fund Total ---------- --------- --------- ---------- --------- -------- --------- ---------- 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 ========== ========== ========== ========== ========== ========== ========== ===========
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
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) - -------------- -------------- --------- -------- ------- ----------- ----------- -------- 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
* 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. EX-23 3 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. -----END PRIVACY-ENHANCED MESSAGE-----