UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
VICORP RESTAURANTS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
925817108
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ X / Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*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>
SCHEDULE 13G
CUSIP NO. 925817108
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quaker Capital Management Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
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(b) X
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3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF 5 SOLE VOTING POWER 287,300
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 533,400
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 287,300
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 533,400
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
820,700
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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The Reporting Person disclaims beneficial ownership of
763,300 shares owned by its clients.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.86%
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12 TYPE OF REPORTING PERSON*
IA
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Page 2 of 4 Pages
<PAGE>
SCHEDULE 13G
CUSIP NO. 925817108
This constitutes Amendment No. 2 to the Schedule 13G of Quaker Capital
Corporation filed with the Securities and Exchange Commission on February 11,
1997 relating to the Common Stock of Vicorp Restaurants, Inc., as amended by
Amendment No. 1 filed with the Commission on February 12, 1998 (the "Schedule
13G").
Item 4 of the Schedule 13G is hereby amended and restated to read as follows:
Item 4. Ownership
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(a) The Reporting Person, in its capacity as investment adviser, may be
deemed to be the beneficial owner of 763,300 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 57,400 shares of the Common Stock of the Issuer.
(b) The shares covered by this report represent 8.86% 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 voting and dispositive power over 533,400 shares and sole
voting and dispositive power over 229,900 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 57,400 shares owned by the
Reporting Person and/or its principals.
Item 6 of the Schedule 13G is hereby amended and restated to read as follows:
Item 6. Ownership of More than Five Percent on
Behalf of Another Person
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763,300 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.
Page 3 of 4 Pages
<PAGE>
SCHEDULE 13G
CUSIP NO. 925817108
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 14, 1999
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Date
/s/ Mark G. Schoeppner
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Signature
Mark G. Schoeppner, President
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Name/Title
Page 4 of 4 Pages
