SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VICORP RESTAURANTS, INC.
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(Name of Issuer)
Common Stock, par value $.05 per share
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(Title of Class of Securities)
925817108
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(CUSIP Number)
Jeffrey A. Rex
Quaker Capital Management Corporation
401 Wood Street, Suite 1300
Pittsburgh, Pennsylvania 15222
(412) 281-1948
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
January 27, 2000
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(Date of Event Which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ X ].
<PAGE>
SCHEDULE 13D
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CUSIP No. 925817108
1) NAME OF REPORTING PERSON
Quaker Capital Management Corporation
- -------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) SOURCE OF FUNDS Not Applicable
--------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
of America
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 336,568
---------
8) SHARED VOTING POWER 451,000
---------
9) SOLE DISPOSITIVE POWER 336,568
---------
10) SHARED DISPOSITIVE POWER 451,000
---------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 787,568
---------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
The Reporting Person disclaims beneficial ownership of 787,568 shares
owned by its clients and Quaker Capital Partners, I, L.P.
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 11.62%
------
14) TYPE OF REPORTING PERSON IA
--
2
<PAGE>
CUSIP No. 925817108
1) NAME OF REPORTING PERSON
Quaker Capital Partners I, L.P.
- -------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) SOURCE OF FUNDS WC
--
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
of America
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 336,568
---------
8) SHARED VOTING POWER 0
---------
9) SOLE DISPOSITIVE POWER 336,568
---------
10) SHARED DISPOSITIVE POWER 0
---------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 336,568
---------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 4.96%
------
14) TYPE OF REPORTING PERSON PN
--
3
<PAGE>
CUSIP No. 925817108
1) NAME OF REPORTING PERSON
Quaker Premier, L.P.
- -------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) SOURCE OF FUNDS Not Applicable
--------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
of America
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 336,568
---------
8) SHARED VOTING POWER 0
---------
9) SOLE DISPOSITIVE POWER 336,568
---------
10) SHARED DISPOSITIVE POWER 0
---------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 336,568
---------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
The Reporting Person disclaims beneficial ownership of 336,568 shares
owned by Quaker Capital Partners, I, L.P.
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 4.96%
------
14) TYPE OF REPORTING PERSON PN
--
4
<PAGE>
CUSIP No. 925817108
1) NAME OF REPORTING PERSON
Mark G. Schoeppner
- -------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) SOURCE OF FUNDS PF
--
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
of America
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 356,351
---------
8) SHARED VOTING POWER 451,000
---------
9) SOLE DISPOSITIVE POWER 356,351
---------
10) SHARED DISPOSITIVE POWER 451,000
---------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 807,351
---------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
The Reporting Person disclaims beneficial ownership of 787,568 shares
owned by clients of Quaker Capital Management Corporation and Quaker
Capital Partners, I, L.P.
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 11.91%
------
14) TYPE OF REPORTING PERSON IN
--
5
<PAGE>
CUSIP No. 925817108
1) NAME OF REPORTING PERSON
Jeffrey A. Rex
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S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) SOURCE OF FUNDS PF
--
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
of America
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 3,900
---------
8) SHARED VOTING POWER 0
---------
9) SOLE DISPOSITIVE POWER 3,900
---------
10) SHARED DISPOSITIVE POWER 0
---------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 3,900
---------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) .06%
------
14) TYPE OF REPORTING PERSON IN
--
<PAGE>
CUSIP No. 925817108
1) NAME OF REPORTING PERSON
Matthew J. Teplitz
- -------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) SOURCE OF FUNDS PF
--
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
of America
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 2,000
---------
8) SHARED VOTING POWER 0
---------
9) SOLE DISPOSITIVE POWER 2,000
---------
10) SHARED DISPOSITIVE POWER 0
---------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,000
---------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) .03%
------
14) TYPE OF REPORTING PERSON IN
--
6
<PAGE>
CUSIP No. 925817108
1) NAME OF REPORTING PERSON
David R. Fallgren
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S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) SOURCE OF FUNDS PF
--
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
of America
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 100
---------
8) SHARED VOTING POWER 0
---------
9) SOLE DISPOSITIVE POWER 100
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10) SHARED DISPOSITIVE POWER 0
---------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 100
---------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) .001%
------
14) TYPE OF REPORTING PERSON IN
--
7
<PAGE>
Item 1. Security and Issuer.
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This statement on Schedule 13D (the "Statement") relates to the Common
Stock, par value $.05 per share ("Vicorp Common Stock"), of Vicorp Restaurants,
Inc., a Colorado corporation (the "Company"). The Company's principal executive
offices are located at 400 West 48th Avenue, Denver, Colorado 80216.
Item 2. Identity and Background.
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This Statement is being filed by (i) Quaker Capital Management
Corporation, a Pennsylvania corporation and a registered Investment Advisor
under Section 203 of the Investment Advisors Act of 1940 ("QCMC") as direct and
indirect beneficial owner of Vicorp Common Stock, (ii) by Quaker Capital
Partners I, L.P., a Delaware limited partnership ("QCP1") as direct and indirect
beneficial owner of Vicorp Common Stock, (iii) Quaker Premier, L.P., a Delaware
limited partnership ("Premier") as indirect beneficial owner of Vicorp Common
Stock, (iv) Mark G. Schoeppner as direct and indirect beneficial owner of Vicorp
Common Stock, and (v) Jeffrey A. Rex, Matthew J. Teplitz and David R. Fallgren
as direct beneficial owners of Vicorp Common Stock (collectively, the "Reporting
Persons").
QCMC's principal executive offices are located at The Arrott
Building, 401 Wood Street, Suite 1300, Pittsburgh, Pennsylvania 15222. QCMC is
engaged in the business of providing investment management services. QCMC is the
general partner of Premier. Premier's principal executive offices are located at
The Arrott Building, 401 Wood Street, Suite 1300, Pittsburgh, Pennsylvania
15222. Premier's principal business activity is serving as the general partner
of QCP1. QCP1 is primarily engaged in the business of investing in equity
securities and its principal executive offices are located at The Arrott
Building, 401 Wood Street, Suite 1300, Pittsburgh, Pennsylvania 15222. Mark G.
Schoeppner is QCMC's President and sole executive officer and director. Mr.
Schoeppner's current business address is The Arrott Building, 401 Wood Street,
Suite 1300, Pittsburgh, Pennsylvania 15222. Mr. Schoeppner is a United States
citizen. Mr. Rex, Mr. Teplitz and Mr. Fallgren are employees of QCMC, their
current business address is The Arrott Building, 401 Wood Street, Suite 1300,
Pittsburgh, Pennsylvania 15222 and they are each United States citizens.
8
<PAGE>
By virtue of the relationships described above (a) QCMC may be
deemed to possess direct or indirect beneficial ownership of the Vicorp Common
Stock held by or deemed to be held by QCP1 and QCMC's investment advisory
clients, (b) Premier may be deemed to possess indirect beneficial ownership of
the Vicorp Common Stock held by or deemed to be held by QCP1 and (c) Mr.
Schoeppner may be deemed to possess indirect beneficial ownership of the Vicorp
Common Stock held by or deemed to be held by QCP1 and QCMC.
During the last five years, no Reporting Person has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, no Reporting Person has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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On January 3, 2000 the Reporting Persons purchased an aggregate of
5,300 shares of Vicorp Common Stock for approximately $85,462.50 (excluding
commissions). On January 4, 2000 the Reporting Persons purchased an aggregate of
7,300 shares of Vicorp Common Stock for approximately $115,512.00 (excluding
commissions). On January 11, 2000 the Reporting Persons purchased an aggregate
of 100 shares of Vicorp Common Stock for approximately $1,575.00 (excluding
commissions). The Reporting Persons purchased all such shares of Vicorp Common
Stock with cash from its working capital and no funds were borrowed for such
purpose. The Reporting Persons filed an initial Schedule 13G with the Securities
and Exchange Commission ("SEC") on February 11, 1997 reporting their holdings of
Vicorp Common Stock. The Reporting Persons filed amendments to this Schedule 13G
on February 12, 1998, February 14, 1999 and January 10, 2000.
9
<PAGE>
Item 4. Purpose of Transaction.
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All 813,351 of the shares (the "Shares") of Vicorp Common Stock
owned by the Reporting Persons were, at the time of their purchase, acquired for
investment purposes. The Reporting Persons are regularly engaged in providing
various investment management services and investing in equity securities that
they deem to be undervalued. In the ordinary course of their activities, the
Reporting Persons analyze the operations, capital structure and markets for
products and services of the companies in whose securities they invest
(including those of the Company) on a continuous basis through, among other
things, analysis of documentation and discussions with knowledgeable industry
and market observers and with representatives of such companies. In the course
of engaging in these activities the Reporting Persons may participate in
interviews or hold discussions with third parties, including other holders of
securities of subject companies, or with management of subject companies in
which the Reporting Persons may suggest or take a position with respect to
potential changes in the operations, management or capital structure of such
companies as a means of enhancing shareholder value. Such suggestions or
positions may relate to one or more of the transactions specified in clauses (a)
through (j) of Item 4 of the Schedule 13D form, including, without limitation,
such matters as disposing of one or more businesses, selling the company or
acquiring another company or business, changing operating or marketing
strategies and restructuring the company's capitalization or dividend policy.
Based on the Company's performance and depending upon further
evaluation of the Company's business and prospects, and upon future developments
(including, without limitation, performance of Vicorp Common Stock in the
market, the attitude of, actions taken and information provided by the Company's
Board of Directors and management, availability of funds, alternative
investments, and monetary, stock market and general economic conditions), the
Reporting Persons may from time to time purchase additional shares of Vicorp
Common Stock or dispose of all or a portion of the Shares. The Reporting Persons
may also seek to influence management and the Board of Directors of the Company
including by means of seeking to change the composition of the Company's Board
of Directors, in an effort to enhance shareholder value. The Reporting Persons
are converting from a Schedule 13G filing to a Schedule 13D filing to, among
other things, enable the Reporting Persons to become more proactive in the
enhancement of shareholder value.
10
<PAGE>
Item 5. Interest in Securities of the Issuer.
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QCMC may be deemed to be the beneficial owner of 451,000 shares of
Vicorp Common Stock which are owned by various of its investment advisory
clients in accounts over which QCMC has shared voting and dispositive power. By
virtue of being the general partner of Premier which is the general partner of
QCP1, QCMC may also be deemed to be the beneficial owner of 336,568 shares of
Vicorp Common Stock owned by QCP1. As a result of being the general partner of
QCP1, Premier may be deemed to be the beneficial owner of 336,568 shares of
Vicorp Common Stock owned by QCP1. Mr. Schoeppner may be deemed to own all
shares of Vicorp Common Stock that QCMC is deemed to own. The filing of this
Statement shall not be construed as an admission that such Reporting Persons
are, for purposes of Section 13(d) or 13(g) of the Securities Act of 1933, as
amended, the beneficial owners of these securities. Nor shall this Statement be
construed as an admission that the Reporting Persons constitute a group.
Additionally, Mr. Schoeppner individually owns 19,783 shares of Vicorp Common
Stock over which he has sole voting and dispositive power. Mr. Rex, Mr. Teplitz
and Mr. Fallgren own 3,900, 2,000, and 100 shares of Vicorp Common Stock
respectively over which they have sole voting and dispositive power.
Accordingly, QCMC may be deemed to beneficially own an aggregate of
787,568 shares of Vicorp Common Stock which represents approximately 11.62% of
the outstanding shares of Vicorp Common Stock (based upon the 6,777,443 shares
of Vicorp Common Stock outstanding on January 20, 2000 as reported in the
Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1999
filed with the SEC on January 21, 2000). Premier may be deemed to beneficially
own an aggregate of 336,358 shares of Vicorp Common Stock which represents
approximately 4.96% of the outstanding shares of Vicorp Common Stock. QCP1 may
be deemed to beneficially own an aggregate of 336,358 shares of Vicorp Common
Stock which represents approximately 4.96% of the outstanding shares of Vicorp
Common Stock and over which QCP1 has sole voting and dispositive power. Mr.
Schoeppner may be deemed to beneficially own an aggregate of 807,351 shares of
Vicorp Common Stock which represents approximately 11.91% of the outstanding
shares of Vicorp Common Stock.
The table below sets forth all of the purchases and sales of Vicorp
Common Stock by the Reporting Persons during the last 60 days.
Number of
Number of Shares Approximate
Date Shares Purchased Tendered Price per share
12/30/99 43,549 $19.00
1/3/00 5,300 $16.125
1/4/00 7,300 $15.5625 -
$16.125
1/11/00 100 $15.75
11
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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None of the Reporting Persons have any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to any of the
Company's securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
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None.
12
<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.
February 4, 2000 QUAKER CAPITAL MANAGEMENT CORPORATION
/s/ Mark G. Schoeppner
-------------------------------------
Mark G. Schoeppner, President
QUAKER CAPITAL PARTNERS I, L.P.
By: Quaker Premier, L.P., its
general partner
By: Quaker Capital Management
Corporation, its general
partner
By: /s/ Mark G. Schoeppner
--------------------------
Mark G. Schoeppner
President
QUAKER PREMIER, L.P.
By: Quaker Capital Management
Corporation, its general
partner
By: /s/ Mark G. Schoeppner
-------------------------
Mark G. Schoeppner
President
/s/ Mark G. Schoeppner
----------------------------
Mark G. Schoeppner
/s/ Jeffrey A. Rex
----------------------------
Jeffrey A. Rex
/s/ Matthew J. Teplitz
----------------------------
Matthew J. Teplitz
/s/ David R. Fallgren
----------------------------
David R. Fallgren
13
