**EXHIBIT 12.1**

 

STATEMENTOF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

 
| ** **                                                                      | ** ** | **VI Acquisition Corp.**          | ** ** | **Midway Investors Holdings Inc.**  | ** ** |
|---------------------------------------------------------------------------------|------------|-----------------------------------|------------|-------------------------------------|------------|
| **(In thousands)**                                                              | ** ** | **Year ended  October 28,  2004** | ** ** | **Period ended  October 26,  2003** | ** ** | **Period ended  June 13,  2003** | ** ** | **Year ended  October 27,  2002** | ** ** |
| Fixed Charges:                                                                  |       |                              |       |                                |       |   |   |   |   |
| Add:                                                                            |       |                              |       |                                |       |   |   |   |   |
| Interest capitalized and expensed                                               |       | $                                 | 14,132     |                                | $          | 6,278 |   | $ | 9,262 |   | $ | 9,635 |   |
| Amortized premiums, discounts and  capitalized expenses related to indebtedness |       | 5,317                             |       | 332                                 |       | 4,012 |   | 1,097 |   |
| Estimate of interest expense within rental  expense                             |       | 9,647                             |       | 4,999                               |       | 5,408 |   | 8,315 |   |
| Total fixed charges                                                             |       | $                                 | 29,096     |                                | $          | 11,609 |   | $ | 18,682 |   | $ | 19,047 |   |
|                                                                            |       |                              |       |                                |       |   |   |   |   |
| Earnings:                                                                       |       |                              |       |                                |       |   |   |   |   |
| Add:                                                                            |       |                              |       |                                |       |   |   |   |   |
| Pre-tax income (loss) from continuing  operations                               |       | $                                 | 334        |                                | $          | 289 |   | $ | (4,181 | ) | $ | 16,038 |   |
| Fixed charges                                                                   |       | 29,096                            |       | 11,609                              |       | 18,682 |   | 19,047 |   |
| Subtract:                                                                       |       |                              |       |                                |       |   |   |   |   |
| Interest capitalized                                                            |       | 55                                |       | 23                                  |       | 92 |   | — |   |
| Total earnings                                                                  |       | $                                 | 29,375     |                                | $          | 11,875 |   | $ | 14,409 |   | $ | 35,085 |   |
| Ratio of earnings to fixed charges                                              |       | 1.0                               |       | 1.0                                 |       | — | (1) | 1.8 |   |
| Amount by which earnings were insufficient to cover fixed charges               |       | $                                 | —     |                                | $          | — |   | $ |  4,273 |   | $ | — |   |

 

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(1)   For the period from October28, 2002 to June 13, 2003, the ratio of earnings to fixed charges was less that1.0. As a result, we have disclosed a calculation of the coverage deficiency.

 

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