UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
QC HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
74729T101
(CUSIP Number)
DECEMBER 31, 2007
-----------------
(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 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 (however, see the
Notes).
CUSIP No. 74729T101 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cumberland Associates LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
440,314
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6 SHARED VOTING POWER
NUMBER OF
SHARES 85,335
BENEFICIALLY
OWNED BY ------ -----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 440,314
WITH
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8 SHARED DISPOSITIVE POWER
85,335
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,649
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
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12 TYPE OF REPORTING PERSON*
OO, IA
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*SEE INSTRUCTION BEFORE FILLING OUT
CUSIP No. 74729T101 13G Page 3 of 6 Pages
ITEM 1(a) NAME OF ISSUER:
QC Holdings, Inc. (the "Issuer")
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
9401 Indian Creek Parkway, Suite 1500
Overland Park, Kansas
ITEM 2(a) NAME OF PERSON FILING:
This statement is being filed by Cumberland Associates LLC.
Cumberland Associates LLC is a limited liability company
organized under the laws of the State of New York, and is engaged
in the business of managing, on a discretionary basis, seven
securities accounts (the "Accounts"), the principal one of which
is Cumberland Partners. Gary G. Tynes, Bruce G. Wilcox, Andrew M.
Wallach, Barry A. Konig, Steven D. Morrow, Bradley H. Gendell and
Brian L. Frank are the members (the "Members") of Cumberland
Associates LLC.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The address of the principal business and office of Cumberland
Associates LLC and each of the Members is 1114 Avenue of the
Americas, New York, New York 10036.
ITEM 2(c) CITIZENSHIP:
Cumberland Associates LLC is a New York limited liability
company. Each of the Members is a citizen of the United States.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value (the "Shares")
ITEM 2(e) CUSIP NUMBER:
74729T101
ITEM 3 Not applicable.
CUSIP No. 74729T101 13G Page 4 of 6 Pages
ITEM 4. OWNERSHIP:
ITEM 4(a) AMOUNT BENEFICIALLY OWNED:
As of January 29, 2008, Cumberland Associates LLC may be deemed
the beneficial owner of 525,649 Shares.
ITEM 4(b) PERCENT OF CLASS:
The number of Shares of which Cumberland Associates LLC may be
deemed to be the beneficial owner constitutes approximately 2.8%
of the total number of Shares outstanding, based upon 18,959,921
Shares issued and outstanding as of October 31, 2007, as reported
in the Issuer's Quarterly Report on Form 10-Q for the second
fiscal quarter ended September 30, 2007.
ITEM 4(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
440,314
(ii) Shared power to vote or to direct the vote:
85,335
(iii) Sole power to dispose or to direct the disposition of:
440,314
(iv) Shared power to dispose or to direct the disposition of:
85,335
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. [X]
CUSIP No. 74729T101 13G Page 5 of 6 Pages
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The beneficial owners of the Accounts have the right to
participate in the receipt of dividends from, or proceeds from
the sale of, the Shares held for each Account in accordance with
their ownership interests in each such Account.
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 and 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.
CUSIP No. 74729T101 13G Page 6 of 6 Pages
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.
Dated: February 7, 2008
CUMBERLAND ASSOCIATES LLC
By: /s/ Gary G. Tynes
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Name: Gary G. Tynes
Title: Managing Member/Chief Operating
Officer/Chief Financial Officer