<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Vicorp Restaurants, Inc.
----------------------------------------------------------------
(Name of Issuer)
Common Stock
----------------------------------------------------------------
(Title of Class of Securities)
925817108
----------------------------------------------------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 925817108 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quaker Capital Management Corporation
--------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___
(b) X
---
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
------------
NUMBER OF 5 SOLE VOTING POWER 173,300
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 505,300
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 173,300
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 505,300
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
678,600
-------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ___
The Reporting Person disclaims beneficial ownership of
610,300 shares owned by its clients.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.46%
-----
12 TYPE OF REPORTING PERSON*
IA
----
Page 2 of 5 Pages
<PAGE>
SCHEDULE 13G
CUSIP NO. 925817108
Pursuant to Rule 13d-1 and 13d-2 promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned
hereby files this Schedule 13G.
Item 1. (a) The name of the Issuer is Vicorp Restaurants, Inc.
(b) The address of the Issuer's principal executive
offices is 400 West 48th Avenue, P. O. Box 16601,
Denver, Colorado 80216.
Item 2. (a) The name of the person filing this report is
Quaker Capital Management Corporation (the
"Reporting Person").
(b) The address of the principal place of business of
the Reporting Person is The Arrott Building, 401
Wood Street, Suite 1300, Pittsburgh, Pennsylvania
15222-1824. The Reporting Person is a corporation
organized and existing under the laws of the
Commonwealth of Pennsylvania.
(d) and (e) This report relates to the Common Stock
of Vicorp Restaurants, Inc. CUSIP No.925817108.
Item 3. The Reporting Person is a corporation registered as an
Investment Advisor under Section 203 of the Investment
Advisers Act of 1940.
Item 4. Ownership
---------
(a) The Reporting Person, in its capacity as
investment adviser, may be deemed to be the
beneficial owner of 610,300 shares of the Common
Stock of the Issuer which are owned by various
investment advisory clients of the Reporting
Person in accounts over which the Reporting Person
has discretionary authority. The filing of this
report shall not be construed as an admission that
the Reporting Person is, for purposes of Section
13(d) or 13(g) of the Act, the beneficial owner of
these securities. Additionally, the Reporting
Person and/or its principals own 68,300 shares of
the Common Stock of the Issuer.
(b) The shares covered by this report represent 7.46%
of the Common Stock of the Issuer.
(c) None of the clients of the Reporting Person is
known to own more than 5% of the Common Stock of
the Issuer. The Reporting Person has shared
Page 3 of 5 Pages
<PAGE>
voting and dispositive power over 505,300 shares
and sole voting and dispositive power over 105,000
shares owned by its clients and held in accounts
over which it has discretionary authority. The
Reporting Person and/or its principals have sole
voting and dispositive power over the 68,300
shares owned by the Reporting Person and/or its
principals.
Item 5. Ownership of Five Percent or Less of a Class
--------------------------------------------
Not applicable.
Item 6. Ownership of More than Five Percent on
Behalf of Another Person
---------------------------------------
610,300 of the shares with respect to which this report
is filed are owned by a variety of investment advisory
clients of the Reporting Person, which clients are
entitled to receive dividends on and the proceeds from
the sale of such shares. No client is known to own
more than 5% of the class.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the
Parent Holding Company
----------------------------------------------------
Not applicable.
Item 8. Identification and Classification of the Members
of the Group
-------------------------------------------------
Not applicable.
Item 9. Notice of Dissolution of a Group
--------------------------------
Not applicable.
Item 10. Certification
-------------
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
involving such purposes or effect.
Page 4 of 5 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
QUAKER CAPITAL MANAGEMENT CORPORATION
February 11, 1997 By: /s/Mark G. Schoeppner
-----------------------------------
Mark G. Schoeppner
President
Page 5 of 5 Pages
