-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DEKnobL/CQN9JGC2mMz5okCm2lDjoGVGrGzrRPUdEzXgu8OXtCM9m9OqYq8VbrTV bG5/GjZCiAeB7JBVcw9j3w== 0000898431-08-000073.txt : 20080530 0000898431-08-000073.hdr.sgml : 20080530 20080530151040 ACCESSION NUMBER: 0000898431-08-000073 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080530 DATE AS OF CHANGE: 20080530 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MARBLEHEAD CORP CENTRAL INDEX KEY: 0001262279 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 043295311 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79549 FILM NUMBER: 08870346 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON ST. STREET 2: 34TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199-8157 BUSINESS PHONE: 617 638-2000 MAIL ADDRESS: STREET 1: 800 BOYLSTON ST. STREET 2: 34TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199-8157 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUAKER CAPITAL MANAGEMENT CORP CENTRAL INDEX KEY: 0000911092 IRS NUMBER: 251495646 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 601 TECHNOLOGY DRIVE STREET 2: SUITE 310 CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 4122811948 MAIL ADDRESS: STREET 1: 601 TECHNOLOGY DRIVE STREET 2: SUITE 310 CITY: CANONSBURG STATE: PA ZIP: 15317 SC 13G 1 sched_13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.__)* THE FIRST MARBLEHEAD CORPORATION ---------------------------------------------------------------- (Name of Issuer) Common Stock ---------------------------------------------------------------- (Title of Class of Securities) 320771108 -------------------- (CUSIP Number) May 21, 2008 ---------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) / X / 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). SCHEDULE 13G CUSIP NO. 320771108 1) NAME OF REPORTING PERSON Quaker Capital Management Corporation - ------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 25-1495646 ----------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Pennsylvania ------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5) SOLE VOTING POWER 4,865,345 --------- 6) SHARED VOTING POWER 513,765 --------- 7) SOLE DISPOSITIVE POWER 4,865,345 --------- 8) SHARED DISPOSITIVE POWER 513,765 --------- 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,379,110 --------- 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.44% ------ 12) TYPE OF REPORTING PERSON IA ------ Page 2 of 15 Pages SCHEDULE 13G CUSIP NO. 320771108 1) NAME OF REPORTING PERSON Quaker Capital Partners I, L.P. - ------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 25-1778076 ----------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5) SOLE VOTING POWER 2,896,100 --------- 6) SHARED VOTING POWER 0 --------- 7) SOLE DISPOSITIVE POWER 2,896,100 --------- 8) SHARED DISPOSITIVE POWER 0 --------- 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,896,100 --------- 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ X ] Excludes 1,760,700 shares of the Issuer's Common Stock owned of record by Quaker Capital Partners II, L.P., 208,545 shares owned by principals and/or employees of Quaker Capital Management Corporation and 513,765 shares owned by various investment advisory clients of Quaker Capital Management Corporation. 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.93% ------ 12) TYPE OF REPORTING PERSON PN ------ Page 3 of 15 Pages SCHEDULE 13G CUSIP NO. 320771108 1) NAME OF REPORTING PERSON Quaker Premier, L.P. - ------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 25-1778068 ----------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5) SOLE VOTING POWER 2,896,100 --------- 6) SHARED VOTING POWER 0 --------- 7) SOLE DISPOSITIVE POWER 2,896,100 --------- 8) SHARED DISPOSITIVE POWER 0 --------- 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,896,100 --------- 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ X ] Excludes 1,760,700 shares of the Issuer's Common Stock owned of record by Quaker Capital Partners II, L.P., 208,545 shares owned by principals and/or employees of Quaker Capital Management Corporation and 513,765 shares owned by various investment advisory clients of Quaker Capital Management Corporation. 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.93% ------ 12) TYPE OF REPORTING PERSON PN ------ Page 4 of 15 Pages SCHEDULE 13G CUSIP NO. 320771108 1) NAME OF REPORTING PERSON Quaker Capital Partners II, L.P. - ------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 11-3667966 ----------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5) SOLE VOTING POWER 1,760,700 --------- 6) SHARED VOTING POWER 0 --------- 7) SOLE DISPOSITIVE POWER 1,760,700 --------- 8) SHARED DISPOSITIVE POWER 0 --------- 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,760,700 --------- 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ X ] Excludes 2,896,100 shares of the Issuer's Common Stock owned of record by Quaker Capital Partners I, L.P., 208,545 shares owned by principals and/or employees of Quaker Capital Management Corporation and 513,765 shares owned by various investment advisory clients of Quaker Capital Management Corporation. 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.78% ------ 12) TYPE OF REPORTING PERSON PN ------ Page 5 of 15 Pages SCHEDULE 13G CUSIP NO. 320771108 1) NAME OF REPORTING PERSON Quaker Premier II, L.P. - ------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 30-0135937 ----------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5) SOLE VOTING POWER 1,760,700 --------- 6) SHARED VOTING POWER 0 --------- 7) SOLE DISPOSITIVE POWER 1,760,700 --------- 8) SHARED DISPOSITIVE POWER 0 --------- 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,760,700 --------- 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ X ] Excludes 2,896,100 shares of the Issuer's Common Stock owned of record by Quaker Capital Partners I, L.P., 208,545 shares owned by principals and/or employees of Quaker Capital Management Corporation and 513,765 shares owned by various investment advisory clients of Quaker Capital Management Corporation. 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.16% ------ 12) TYPE OF REPORTING PERSON PN ------ Page 6 of 15 Pages SCHEDULE 13G CUSIP NO. 320771108 1) NAME OF REPORTING PERSON Mark G. Schoeppner - ------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5) SOLE VOTING POWER 207,600 --------- 6) SHARED VOTING POWER 0 --------- 7) SOLE DISPOSITIVE POWER 207,600 --------- 8) SHARED DISPOSITIVE POWER 0 --------- 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 207,600 --------- 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] Mark G. Schoeppner disclaims beneficial ownership of 4,656,800 shares of the Issuer's Common Stock that may be deemed to be beneficially owned by Quaker Capital Partners I, L.P. and Quaker Capital Partners II, L.P., 945 shares owned by principals and/or employees of Quaker Capital Management Corporation and 513,765 shares owned by various investment advisory clients of Quaker Capital Management Corporation. 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.21% ------ 14) TYPE OF REPORTING PERSON IN ------ Page 7 of 15 Pages SCHEDULE 13G CUSIP NO. 320771108 Item 1. (a) Name of Issuer THE FIRST MARBLEHEAD CORPORATION -------------------------------------------------------------- (b) Address of Issuer's Principal Executive Offices The Prudential Tower, 800 Boylston Street, 34th Floor, Boston, Massachusetts 02199-8157 -------------------------------------------------------------- Item 2. (a) Names of Persons Filing Quaker Capital Management Corporation Quaker Capital Partners I, L.P. Quaker Capital Partners II, L.P. Quaker Premier, L.P. Quaker Premier II, L.P. Mark G. Schoeppner -------------------------------------------------------------- (b) Address of Principal Business Office or, if none, Residence 601 Technology Drive, Suite 310, Canonsburg, Pennsylvania 15317 -------------------------------------------------------------- (c) Citizenship Quaker Capital Management Corporation - Pennsylvania Corporation Quaker Capital Partners I, L.P. - Delaware partnership Quaker Capital Partners II, L.P.- Delaware partnership Quaker Premier, L.P. - Delaware partnership Quaker Premier II, L.P. - Delaware partnership Mark G. Schoeppner - United States citizen -------------------------------------------------------------- (d) Title of Class of Securities Common Stock -------------------------------------------------------------- Page 8 of 15 Pages SCHEDULE 13G CUSIP NO. 320771108 (e) CUSIP Number 320771108 -------------------------------------------------------------- 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 --------- Quaker Capital Management Corporation: (a) Amount Beneficially Owned: 5,379,110 The filing of this report shall not be construed as an admission that Quaker Capital Management Corporation is, for purposes of Section 13(d) or 13(g) of the Act Page 9 of 15 Pages SCHEDULE 13G CUSIP NO. 320771108 or for any other purposes, the beneficial owner of these securities. Quaker Capital Management Corporation disclaims beneficial ownership of all 5,379,110 shares covered by this Schedule 13G. (b) Percent of Class: 5.44% (c) (i) Sole power to vote or direct the vote: 4,865,345 (ii) Shared power to vote or direct the vote: 513,765 (iii) Sole power to dispose or direct the disposition of: 4,865,345 (iv) Shared power to dispose or direct the disposition of: 513,765 Quaker Capital Partners I, L.P.: a) Amount Beneficially Owned: 2,896,100 The filing of this report shall not be construed as an admission that Quaker Capital Partners I, L.P. is, for purposes of Section 13(d) or 13(g) of the Act or for any other purposes, the beneficial owner of these securities. Quaker Capital Partners I, L.P. disclaims beneficial ownership of 2,483,010 shares covered by this Schedule 13G. (b) Percent of Class: 2.93% (c) (i) Sole power to vote or direct the vote: 2,896,100 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition of: 2,896,100 (iv) Shared power to dispose or direct the disposition of: 0 Quaker Premier, L.P.: a) Amount Beneficially Owned: 2,896,100 Page 10 of 15 Pages SCHEDULE 13G CUSIP NO. 320771108 The filing of this report shall not be construed as an admission that Quaker Premier, L.P. is, for purposes of Section 13(d) or 13(g) of the Act or for any other purposes, the beneficial owner of these securities. Quaker Premier, L.P. disclaims beneficial ownership of 2,483,010 shares covered by this Schedule 13G. (b) Percent of Class: 2.93% (c) (i) Sole power to vote or direct the vote: 2,896,100 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition of: 2,896,100 (iv) Shared power to dispose or direct the disposition of: 0 Quaker Capital Partners II, L.P.: a) Amount Beneficially Owned: 1,760,700 The filing of this report shall not be construed as an admission that Quaker Capital Partners II, L.P. is, for purposes of Section 13(d) or 13(g) of the Act or for any other purposes, the beneficial owner of these securities. Quaker Capital Partners II, L.P. disclaims beneficial ownership of 3,618,410 shares covered by this Schedule 13G. (b) Percent of Class: 1.78% (c) (i) Sole power to vote or direct the vote: 1,760,700 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition of: 1,760,700 (iv) Shared power to dispose or direct the disposition of: 0 Quaker Premier II, L.P.: Page 11 of 15 Pages SCHEDULE 13G CUSIP NO. 320771108 a) Amount Beneficially Owned: 1,760,700 The filing of this report shall not be construed as an admission that Quaker Premier II, L.P. is, for purposes of Section 13(d) or 13(g) of the Act or for any other purposes, the beneficial owner of these securities. Quaker Premier II, L.P. disclaims beneficial ownership of 3,618,410 shares covered by this Schedule 13G. (b) Percent of Class: 1.78% (c) (i) Sole power to vote or direct the vote: 1,760,700 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition of: 1,760,700 (iv) Shared power to dispose or direct the disposition of: 0 Mark G. Schoeppner: a) Amount Beneficially Owned: 207,600 The filing of this report shall not be construed as an admission that Mark G. Schoeppner is, for purposes of Section 13(d) or 13(g) of the Act or for any other purposes, the beneficial owner of these securities. Mark G. Schoeppner disclaims beneficial ownership of 5,171,510 shares covered by this Schedule 13G. (b) Percent of Class: 0.21% (c) (i) Sole power to vote or direct the vote: 207,600 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition of: 207,600 (iv) Shared power to dispose or direct the disposition of: 0 Page 12 of 15 Pages SCHEDULE 13G CUSIP NO. 320771108 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 5,170,565 of the shares with respect to which this report is filed are owned by a variety of investment advisory clients of Quaker Capital Management Corporation, 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 acquired 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. Page 13 of 15 Pages SCHEDULE 13G CUSIP NO. 320771108 May 28, 2008 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 QUAKER CAPITAL PARTNERS II, L.P. By: Quaker Premier II, L.P., its general partner By: Quaker Capital Management Corporation, its general partner By: /s/ Mark G. Schoeppner ---------------------------------------- Mark G. Schoeppner President Page 14 of 15 Pages SCHEDULE 13G CUSIP NO. 320771108 QUAKER PREMIER II, 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 Page 15 of 15 Pages EX-99 2 exhibit99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of this Statement on Schedule 13G (including any amendments thereto) and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned have executed this Joint Filing Agreement this 28th day of May, 2008. QUAKER CAPITAL MANAGEMENT CORPORATION /s/ Mark G. Schoeppner ----------------------------------------- Name: 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 QUAKER CAPITAL PARTNERS II, L.P. By: Quaker Premier II, L.P., its general partner By: Quaker Capital Management Corporation, its general partner By: /s/ Mark G. Schoeppner -------------------------------- Mark G. Schoeppner President QUAKER PREMIER II, 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 -----END PRIVACY-ENHANCED MESSAGE-----