Page 1 of 6 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CARNEGIE GROUP, INC.
- -----------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- -----------------------------------------------------------------
(Title of Class of Securities)
143497105
- -----------------------------------------------------------------
(CUSIP Number)
Mark G. Schoeppner, President
Quaker Capital Management Corporation
401 Wood Street, Suite 1300
Pittsburgh, PA 15222
(412) 281-1948
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 1998
- -----------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box / /.
The information required on 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.
<PAGE>
Page 2 of 6 Pages
Schedule 13D
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 Delaware
----------------------
NUMBER OF 7. SOLE VOTING POWER 384,200
-----------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ---------------
EACH 9. SOLE DISPOSITIVE POWER 384,200
REPORTING ---------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
---------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 384,200
---------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
-----
14. TYPE OF REPORTING PERSON PN
-----------------------------------
<PAGE>
Page 3 of 6 Pages
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $.01 per share
(the "Common Stock"), of Carnegie Group, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at Five PPG
Place, Pittsburgh, Pennsylvania 15222.
Item 2. Identity and Background
This Schedule 13D is being filed by Quaker Capital Partners I, L.P., a
Delaware limited partnership (the "Reporting Person"). The principal executive
offices of the Reporting Person are located at The Arrott Building, 401 Wood
Street, Suite 1300, Pittsburgh, Pennsylvania 15222. The Reporting Person is
engaged in the business of investing in equity securities.
The general partner of the Reporting Person is Quaker Premiere, L.P., a
Delaware limited partnership ("Premiere"). Premiere's principal executive
offices are located at The Arrott Building, 401 Wood Street, Suite 1300,
Pittsburgh, Pennsylvania 15222. Premiere's principal business activity is
serving as the general partner of the Reporting Person. The general partner of
Premiere is Quaker Capital Management Corporation, a Pennsylvania corporation
and a registered Investment Advisor under Section 203 of the Investment Advisors
Act of 1940 ("Quaker"). Quaker provides investment management services. The
principal executive offices of Quaker are located at The Arrott Building, 401
Wood Street, Suite 1300, Pittsburgh, Pennsylvania 15222.
Mark G. Schoeppner is the President of Quaker, and is the sole
executive officer and director of Quaker. 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. Premier,
Quaker and Mr. Schoeppner are collectively referred to herein as the
"Controlling Parties."
During the last five years, neither the Reporting Person nor any of the
Controlling Parties has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
During the last five years, neither the Reporting Person nor any of the
Controlling Parties 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.
<PAGE>
Page 4 of 6 Pages
Item 3. Source and Amount of Funds or Other Consideration
On August 4, 1998, the Reporting Person purchased 212,700 shares of Common
Stock of the Issuer for $598,233.75 in cash, all of which was obtained from
working capital of the Reporting Person.
Item 4. Purpose of Transaction
The shares of Common Stock purchased by the Reporting Person have been
acquired for investment purposes. Depending upon the Reporting Person's
continual evaluation of the Issuer's business, operations and prospects, and
future developments, the Reporting Person may take actions that the Reporting
Person deems advisable, including, without limitation, disposing of any or all
of the shares of Common Stock presently owned by it, or acquiring additional
shares of Common Stock from time to time. The Reporting Person may from time to
time seek to meet with representatives of the Issuer in order to discuss the
business and prospects of the Issuer, and may make recommendations to management
of the Issuer. At the date of this Schedule 13D, the Reporting Person has no
plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j), inclusive, of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The Reporting Person directly owns 384,200 shares of Common Stock,
constituting approximately 5.9% of the outstanding shares of Common Stock of the
Issuer (based upon the 6,539,866 shares of Common Stock of the Issuer
outstanding on April 30, 1998 as reported in Amendment No. 1 to the Company's
Quarterly Report on Form 10-Q/A for the quarter ended March 31, 1998). Subject
to the following paragraph regarding the Controlling Parties' relationship with
the Reporting Person, the Reporting Person has the sole power to vote and the
sole power to dispose of the 384,200 shares of Common Stock of the Issuer owned
by it.
By virtue of its position as the general partner of the Reporting Person,
Premiere may be deemed to beneficially own all of the shares of Common Stock of
the Issuer directly owned by the Reporting Person. By virtue of its position as
the general partner of Premiere, Quaker also may be deemed to beneficially own
all of the shares of Common Stock of the Issuer directly owned by the Reporting
Person. Mr. Schoeppner, as the sole executive officer and director of Quaker,
also may be deemed to beneficially own all of the shares of Common Stock of the
Issuer directly owned by the Reporting Person. Accordingly, the Controlling
Parties ultimately direct the Reporting Person with respect to voting and
disposition of the shares of Common Stock of the Issuer owned by the Reporting
Person.
<PAGE>
Page 5 of 6 Pages
Except as specifically described in this Schedule 13D, none of the
Controlling Parties beneficially owns any shares of the Common Stock of the
Issuer.
In addition to the shares of Common Stock acquired by the Reporting Person
on August 4, 1998 as described above, the Reporting Person has purchased a total
of 75,500 shares of Common Stock within the past 60 days as set forth below. All
of the following purchases were made with cash.
Date of Purchase Number of Shares Total Purchase Price
June 10, 1998 8,500 $29,616.25
June 10, 1998 10,000 $36,265.00
June 11, 1998 10,000 $33,140.00
July 15, 1998 10,000 $34,390.00
July 20, 1998 25,000 $87,515.00
July 23, 1998 12,000 $40,515.00
No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares described in this Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Neither the Reporting Person nor any of the Controlling Parties has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with respect to any securities of the Issuer, including but not limited to
transfer or voting of any of the 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.
Not applicable.
<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 PARTNERS I, L.P.
By: Quaker Premiere, L.P., its general
partner
By: Quaker Capital Management
Corporation,
its general partner
By: /s/Mark G. Schoeppner
-----------------------------------
Mark G. Schoeppner
President
Date: August 12, 1998
