STIMSONITE CORP
SC 13G/A, 1999-02-16
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. 3)*

                             STIMSONITE CORPORATION
        -----------------------------------------------------------------
                                (Name of Issuer)

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

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

                                December 31, 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>
                                  SCHEDULE 13G
                               CUSIP NO. 860832104

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)
            -----
      (b)     X
            -----

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

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

 Number of        5.    Sole Voting Power                           238,800
   Shares                                                   ---------------
Beneficially      6.    Shared Voting Power                         613,775
  Owned by                                                  ---------------
Each Reporting    7.    Sole Dispositive Power                      238,800
   Person                                                   ---------------
    With:         8.    Shared Dispositive Power                    613,775
                                                            ---------------

9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      852,575
      -------

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

      The Reporting  Person  disclaims  beneficial  ownership of 845,575  shares
      owned by its clients.

11.   Percent of Class Represented by Amount in Row (9)              10.22%
                                                            ---------------

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


                               Page 2 of 4 Pages
<PAGE>
                                  SCHEDULE 13G
                               CUSIP NO. 860832104


      This  constitutes  Amendment  No. 3 to the Schedule 13G of Quaker  Capital
Management  Corporation  filed with the  Securities  and Exchange  Commission on
February 11, 1997  relating to the Common Stock of  Stimsonite  Corporation,  as
amended by Amendment  No. 1 filed with the  Commission  on February 13, 1998 and
Amendment  No. 2 filed with the  Commission  on  October 7, 1998 (the  "Schedule
13G").

Item 4 of the Schedule 13G is hereby amended and restated to read as follows:

Item 4.     Ownership
            ---------

      (a)   The Reporting Person, in its capacity as investment adviser,  may be
            deemed to be the  beneficial  owner of 845,575  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 7,000 shares of the Common Stock of the Issuer.

      (b)   The shares  covered by this  report  represent  10.22% 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 613,775  shares and sole
            voting  and  dispositive  power  over  231,800  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 7,000  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
            ---------------------------------------

            845,575 of the shares with respect to which this report is filed are
            owned by a variety of investment  advisory  


                               Page 3 of 4 Pages
<PAGE>
                                  SCHEDULE 13G
                               CUSIP NO. 860832104


            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.

                                    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 14, 1999
                                          -----------------------------      
                                                     Date


                                          /s/ Mark G. Schoeppner
                                          -----------------------------
                                                   Signature


                                          Mark G. Schoeppner, President
                                          ----------------------------- 
                                                   Name/Title



                               Page 4 of 4 Pages


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