STIMSONITE CORP
SC 13G/A, 1998-10-07
OPTICAL INSTRUMENTS & LENSES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*

                             Stimsonite Corporation
        -----------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
        -----------------------------------------------------------------
                         (Title of Class of Securities)

                                    860832104
                              --------------------
                                 (CUSIP Number)

                               September 10, 1998
        ----------------------------------------------------------------
             (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 the section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




                               Page 1 of 6 Pages
<PAGE>



                                  SCHEDULE 13G
                               CUSIP NO. 86032104

1.    Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).

      Quaker Capital Management Corporation
      --------------------------------------------------------------------------

2.    Check the Appropriate Box if a Member of a Group (a)
      (a)   -----
      (b)     X
            -----

3.    SEC Use Only
                        --------------------------------------------------------

4.    Citizenship or Place of Organization                          Pennsylvania
                                                                    ------------

Number of         5.    Sole Voting Power                           236,800
Shares                                                              ------------
Beneficially      6.    Shared Voting Power                         614,875
Owned by                                                            ------------
Each Reporting    7.    Sole Dispositive Power                      236,800
Person With:                                                        ------------
                  8.    Shared Dispositive Power                    614,875
                                                                    ------------

9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      851,675
      -------

10.   Check if the Aggregate Amount in Row (9) Excludes Certain
      Shares
                  --------

      The Reporting  Person  disclaims  beneficial  ownership of 846,675  shares
      owned by its clients.

11.   Percent of Class Represented by Amount in Row (9)                   10.17%
                                                                        --------

12.   Type of Reporting Person                                          IA
                                                                    ------------



                               Page 2 of 6 Pages
<PAGE>

                                  SCHEDULE 13G
                               CUSIP NO. 86032104


      This  Amendment  No. 2 to the  Schedule 13G of Quaker  Capital  Management
Corporation  relating to the Common Stock of Stimsonite  Corporation  filed with
the  Securities  and  Exchange  Commission  on February  11, 1997 and amended by
Amendment No. 1 filed with the  Commission  on February 13, 1998 (the  "Schedule
13G") amends and restates the Schedule 13G in its entirety.

Item 1.

      (a)   Name of Issuer

            Stimsonite Corporation
            --------------------------------------------------------------------

      (b)   Address of Issuer's Principal Executive Offices

            7542 N. Natchez Avenue, Niles, IL  60714-3804
            --------------------------------------------------------------------
Item 2.

      (a)   Name of Persons Filing

            Quaker Capital Management Corporation
            --------------------------------------------------------------------

      (b)   Address of Principal Business Office or, if none, Residence

            401 Wood Street, Suite 1300, Pittsburgh, PA  15222
            --------------------------------------------------------------------

      (c)   Citizenship

            Pennsylvania, USA
            --------------------------------------------------------------------

      (d)   Title of Class of Securities

            Common Stock
            --------------------------------------------------------------------

      (e)   CUSIP Number

            860832104
            --------------------------------------------------------------------



                               Page 3 of 6 Pages
<PAGE>

                                  SCHEDULE 13G
                               CUSIP NO. 86032104


Item  3.       If  this  statement  is  filed  pursuant  to   ss.ss.240.13d-1(b)
               or 240.13d-2(b) or (c), check whether the person filing is a:

   (a)    /   /    Broker of dealer registered under section 15 of the Act;

   (b)    /   /    Bank as defined in section 3(a)(6) of the Act;

   (c)    /   /    Insurance  company as defined in section 3(a)(19) of the Act;

   (d)    /   /    Investment   company   registered   under  section   8 of the
                   Investment Company Act of 1940;

   (e)    / X /    An  investment  adviser  in accordance  with  ss.240.13d-1(b)
                   (l)(ii)(E);

   (f)    /   /    An employee  benefit plan or  endowment  fund  in  accordance
                   with ss.240.13d-1(b)(1)(ii)(F);

   (g)   /   /     A parent holding company or control person in accordance with
                   ss.240.13d-1(b)(1)(ii)(G);

   (h)   /   /     A savings  association  as  defined  in  Section  3(b) of the
                   Federal Deposit Insurance Act;

   (i)  /   /      A church  plan  that  is excluded  from the  definition of an
                   investment company under section  3(c)(14) of the  Investment
                   Company Act of 1940;

   (j) /   /       Group, in accordance with ss.240.13d-1((b)(l)(ii)(J)

Item 4.     Ownership.

            Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

      (a)   Amount beneficially owned:                             846,675
                                                                   -------------

      (b)   Percent of class:                                      10.17%
                                                                   -------------

      (c) Number of shares as to which the person has:

            (i)   Sole power to vote or to direct the
                  vote                                             231,800
                                                                    

                               Page 4 of 6 Pages
<PAGE>

                                  SCHEDULE 13G
                               CUSIP NO. 86032104

                                                                                
                                                                   -------------
          (ii)  Shared power to vote or to direct
                the vote                                           614,875
                                                                   -------------

          (iii) Sole power to dispose or to direct
                the vote                                           231,800
                                                                   -------------

          (iv)  Shared power to dispose or to direct
                the disposition of                                 614,875
                                                                   -------------

Item 5.   Ownership of Five Percent or Less of a Class

          If this  statement  is  being filed  to report the fact that as of the
          date hereof,  the  reporting  person  has ceased to be the  beneficial
          owner of more  than five  percent  of the class of  securities,  check
          the following:
                                                                   -------------

Item 6.   Ownership of More than Five Percent on Behalf of Another Person

          846,675 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 Members of the Group

          Not applicable.

Item 9.   Notice of Dissolution of 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


                               Page 5 of 6 Pages
<PAGE>

                                  SCHEDULE 13G
                               CUSIP NO. 86032104

acquired  and are held in the ordinary  course of business and were not acquired
and  are  not  held  for the  purpose  of or with  the  effect  of  changing  or
influencing  the control of the issuer of the  securities  and were not acquired
and are not  held in  connection  with or as a  participant  in any  transaction
having that purpose or effect.


                                    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.


Date:  October 7, 1998                            /s/Mark G. Schoeppner
                                                  ------------------------------
                                                  Mark G. Schoeppner
                                                  President





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