UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.__)*
CHARMING SHOPPES, INC.
----------------------------------------------------------------
(Name of Issuer)
Common Stock
----------------------------------------------------------------
(Title of Class of Securities)
161133103
--------------------
(CUSIP Number)
October 16, 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. 161133103
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 3,364,550
---------
6) SHARED VOTING POWER 2,629,490
---------
7) SOLE DISPOSITIVE POWER 3,364,550
---------
8) SHARED DISPOSITIVE POWER 2,629,490
---------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 5,994,040
---------
10) CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 5.27%
------
12) TYPE OF REPORTING PERSON IA
------
Page 2 of 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
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 2,072,900
---------
6) SHARED VOTING POWER 0
---------
7) SOLE DISPOSITIVE POWER 2,072,900
---------
8) SHARED DISPOSITIVE POWER 0
---------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,072,900
---------
10) CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
Excludes 1,261,600 shares of the Issuer's Common Stock owned of record by
Quaker Capital Partners II, L.P., 30,050 shares owned by principals and/or
employees of Quaker Capital Management Corporation and 2,629,490 shares
owned by various investment advisory clients of Quaker Capital Management
Corporation.
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 1.82%
------
12) TYPE OF REPORTING PERSON PN
------
Page 3 of 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
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 2,072,900
---------
6) SHARED VOTING POWER 0
---------
7) SOLE DISPOSITIVE POWER 2,072,900
---------
8) SHARED DISPOSITIVE POWER 0
---------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,072,900
---------
10) CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
Excludes 1,261,600 shares of the Issuer's Common Stock owned of record by
Quaker Capital Partners II, L.P., 30,050 shares owned by principals and/or
employees of Quaker Capital Management Corporation and 2,629,490 shares
owned by various investment advisory clients of Quaker Capital Management
Corporation.
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 1.82%
------
12) TYPE OF REPORTING PERSON PN
------
Page 4 of 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
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 1,261,600
---------
6) SHARED VOTING POWER 0
---------
7) SOLE DISPOSITIVE POWER 1,261,600
---------
8) SHARED DISPOSITIVE POWER 0
---------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,261,600
---------
10) CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
Excludes 2,072,900 shares of the Issuer's Common Stock owned of record by
Quaker Capital Partners I, L.P., 30,050 shares owned by principals and/or
employees of Quaker Capital Management Corporation and 2,629,490 shares
owned by various investment advisory clients of Quaker Capital Management
Corporation.
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 1.11%
------
12) TYPE OF REPORTING PERSON PN
------
Page 5 of 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
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 1,261,600
---------
6) SHARED VOTING POWER 0
---------
7) SOLE DISPOSITIVE POWER 1,261,600
---------
8) SHARED DISPOSITIVE POWER 0
---------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,261,600
---------
10) CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
Excludes 2,072,900 shares of the Issuer's Common Stock owned of record by
Quaker Capital Partners I, L.P., 30,050 shares owned by principals and/or
employees of Quaker Capital Management Corporation and 2,629,490 shares
owned by various investment advisory clients of Quaker Capital Management
Corporation.
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 1.11%
------
12) TYPE OF REPORTING PERSON PN
------
Page 6 of 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
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 0
---------
6) SHARED VOTING POWER 0
---------
7) SOLE DISPOSITIVE POWER 0
---------
8) SHARED DISPOSITIVE POWER 0
---------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 0
---------
10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
Mark G. Schoeppner disclaims beneficial ownership of 2,072,900 shares of
the Issuer's Common Stock that may be deemed to be beneficially owned by
Quaker Capital Partners I, L.P., 1,261,600 shares that may be deemed to be
beneficially owned by Quaker Capital Partners II, L.P., 30,050 shares owned
by principals and/or employees of Quaker Capital Management Corporation and
2,629,490 shares owned by various investment advisory clients of Quaker
Capital Management Corporation.
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 0.0%
------
14) TYPE OF REPORTING PERSON IN
------
Page 7 of 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
Item 1.
(a) Name of Issuer
CHARMING SHOPPES, INC.
--------------------------------------------------------------
(b) Address of Issuer's Principal Executive Offices
450 Winks Lane, Bensalem, Pennsylvania 19020
--------------------------------------------------------------
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
--------------------------------------------------------------
(e) CUSIP Number
161133103
--------------------------------------------------------------
Page 8 of 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
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: 5,994,040
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 or for any other purposes, the
beneficial owner of these securities. Quaker Capital Management
Page 9 of 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
Corporation disclaims beneficial ownership of all 5,994,040
shares covered by this Schedule 13G.
(b) Percent of Class: 5.27%
(c)
(i) Sole power to vote or direct the vote: 3,364,550
(ii) Shared power to vote or direct the vote: 2,629,490
(iii) Sole power to dispose or direct the disposition of: 3,364,550
(iv) Shared power to dispose or direct the disposition of: 2,629,490
Quaker Capital Partners I, L.P.:
a) Amount Beneficially Owned: 2,072,900
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 3,921,140 shares covered
by this Schedule 13G.
(b) Percent of Class: 1.82%
(c)
(i) Sole power to vote or direct the vote: 2,072,900
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 2,072,900
(iv) Shared power to dispose or direct the disposition of: 0
Quaker Premier, L.P.:
a) Amount Beneficially Owned: 2,072,900
Page 10 of 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
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 3,921,140 shares covered by this Schedule 13G.
(b) Percent of Class: 1.82%
(c)
(i) Sole power to vote or direct the vote: 2,072,900
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 2,072,900
(iv) Shared power to dispose or direct the disposition of: 0
Quaker Capital Partners II, L.P.:
a) Amount Beneficially Owned: 1,261,600
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 4,732,440 shares covered
by this Schedule 13G.
(b) Percent of Class: 1.11%
(c)
(i) Sole power to vote or direct the vote: 1,261,600
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 1,261,600
(iv) Shared power to dispose or direct the disposition of: 0
Page 11 of 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
Quaker Premier II, L.P.:
a) Amount Beneficially Owned: 1,261,600
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 4,732,440 shares covered by this Schedule 13G.
(b) Percent of Class: 1.11%
(c)
(i) Sole power to vote or direct the vote: 1,261,600
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 1,261,600
(iv) Shared power to dispose or direct the disposition of: 0
Mark G. Schoeppner:
a) Amount Beneficially Owned: 0
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 all 5,994,040 shares covered by this Schedule 13G.
(b) Percent of Class: 0.0%
(c)
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 0
Page 12 of 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
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
2,629,490 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 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
October 23, 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 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
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 16 Pages
SCHEDULE 13G
CUSIP NO. 161133103
EXHIBIT INDEX
99.1 Joint Filing Agreement
Page 16 of 16 Pages