Schedule 13G/A

-----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, HzcXIMJBM6EYfo9pKgSEAskJiFyi/TsQmKA48aMjWNp1UcxF/H7XI9CLgwujcOF6 S7xt8OYMEdVbqevGrvZ08w== 0000941302-02-000012.txt : 20020414 0000941302-02-000012.hdr.sgml : 20020414 ACCESSION NUMBER: 0000941302-02-000012 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROCKFORD CORP CENTRAL INDEX KEY: 0000828064 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 860394353 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58969 FILM NUMBER: 02533916 BUSINESS ADDRESS: STREET 1: 546 SOUTH ROCKFORD DRIVE CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 4809673565 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WS CAPITAL LLC CENTRAL INDEX KEY: 0001123407 IRS NUMBER: 752681594 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 880 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566055 SC 13G/A 1 rkfrd13ga.htm SCHEDULE 13G/A Schedule 13G/A

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G/A
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)

ROCKFORD CORPORATION
______________________________________________________________________
(Name of Issuer)

Shares of Common Stock, par value $0.001 per share
______________________________________________________________________
(Title of Class of Securities)

77316P101
______________________________________________________________________
(CUSIP Number)

December 31, 2001
______________________________________________________________________
(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)

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CUSIP No. 77316P101

13G/A

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) WS Capital, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 671,436
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 671,436
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 671,436
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.2%
12	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 77316P101

13G/A

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) WS Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 671,436
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 671,436
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 671,436
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.2%
12	TYPE OF REPORTING PERSON* IA

*SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 77316P101

13G/A

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Reid S. Walker
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 671,436
		6	SHARED VOTING POWER 134,900
		7	SOLE DISPOSITIVE POWER 671,436
		8	SHARED DISPOSITIVE POWER 134,900
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 806,336
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8%
12	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 77316P101

13G/A

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) G. Stacy Smith
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 671,436
		6	SHARED VOTING POWER 134,900
		7	SOLE DISPOSITIVE POWER 671,436
		8	SHARED DISPOSITIVE POWER 134,900
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 806,336
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8%
12	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

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AMENDMENT NO. 2 TO SCHEDULE 13G

This Amendment No. 2 to Schedule 13G (the "Schedule 13G"), relating to the common stock of Rockford Corporation (the "Issuer"), is being filed with the Securities and Exchange Commission as an amendment to an amendment filed on February 9, 2001, which was an amendment to the initial statement on Schedule 13G filed with the Commission on September 8, 2000. This statement is being filed on behalf of WS Capital, L.L.C., a Texas limited liability company ("WS Capital"), WS Capital Management, L.P., a Texas limited partnership ("WS Capital Management"), and Mr. Reid S. Walker and Mr. G. Stacy Smith, the principals of WS Capital. Messrs. Walker and Smith are also principals of WSV Management, L.L.C. ("WSV").

This Schedule 13G relates to shares of Common Stock of the Issuer purchased by (1) WS Capital for the account of (i) Walker Smith Capital Master Fund ("Walker Smith Capital"), a Texas general partnership composed of Walker Smith Capital, L.P. and Walker Smith Capital (QP), L.P., both Texas limited partnerships and (ii) Walker Smith International, Ltd. ("Walker Smith International") and (2) WSV for the account of (i) WS Opportunity Master Fund ("WS Opportunity"), a Texas general partnership composed of WS Opportunity Fund, L.P. and WS Opportunity Fund (QP), L.P., both Texas limited partnerships, and (ii) WS Opportunity International Fund, Ltd. ("WS Opportunity International"). WS Capital Management is the general partner of Walker Smith Capital, L.P. and Walker Smith Capital (QP), L.P. and the investment manager of Walker Smith International. WS Capital is the general partner of WS Capital Management. WS Ventures Management, L.P. ( "WSVM") is the general partner of WS Opportunity Fund, L.P. and WS Opportunity Fund (QP), L.P. and the investment manager of WS Opportunity International. WSV is the general partner of WSVM.

The Schedule 13G is further amended and supplemented as follows:

Item 2(a)	Name of Person Filing.
	WS Capital, L.L.C., WS Capital Management, L.P., Reid S. Walker and G. Stacy Smith
Item 2(c)	Citizenship or Place of Organization.
	WS Capital is a limited liability company organized under the laws of the State of Texas. WS Capital Management is a limited partnership organized under the laws of the State of Texas and for which WS Capital serves as general partner. Reid S. Walker and G. Stacy Smith are the principals of WS Capital and are United States citizens.
Item 4	Ownership.
	(a)	WS Capital and WS Capital Management are the beneficial owners of 671,436 shares of Common Stock. The 671,436 shares of Common Stock are held (i) 329,536 shares by Walker Smith Capital, and (ii) 341,900 shares by Walker Smith International. Messrs. Walker and Smith are the beneficial owners of 806,336 shares of Common Stock, which includes the 671,436 shares of Common Stock beneficially owned by WS Capital and WS Capital Management and 134,900 shares of Common Stock beneficially owned by WSV and WSVM for the accounts of WS Opportunity and WS Opportunity International.
	(b)	WS Capital and WS Capital Management are the beneficial owners of 8.2% (determined by dividing 671,436 shares of Common Stock presently beneficially owned by WS Capital and WS Capital Management by 8,172,924 shares of Common Stock issued and outstanding as of September 30, 2001, according to the Issuer's Quarterly Report on Form 10Q filed November 14, 2001) of the outstanding shares of Common Stock. Messrs. Walker and Smith are the beneficial owners of 9.8% (determined by dividing 806,336 shares of Common Stock presently beneficially owned by Messrs. Walker and Smith by 8,172,924 shares of Common Stock issued and outstanding as of September 30, 2001, according to the Issuer's Quarterly Report on Form 10Q filed November 14, 2001) of the outstanding shares of Common Stock.
	(c)	WS Capital as general partner of WS Capital Management has the sole power to vote and dispose of the 671,436 shares of Common Stock beneficially owned by them and held by Walker Smith Capital and Walker Smith International. As the principals of WS Capital, Messrs. Walker and Smith may direct the vote and disposition of the 671,436 shares of Common Stock beneficially owned by WS Capital. Messrs. Walker and Smith have shared power to vote and dispose of 134,900 shares of Common Stock beneficially owned by WSV.
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 are 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.
Exhibits	Exhibit 1
	Joint Filing Agreement dated February 6, 2002, between WS Capital, L.L.C., WS Capital Management, L.P., Reid S. Walker and G. Stacy Smith.

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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.

Date: February 6, 2002

	WS CAPITAL, L.L.C.

	By: /S/ REID S. WALKER ____________________________ Reid S. Walker Member

	WS CAPITAL MANAGEMENT, L.P.
	By: WS Capital, L.L.C., its general partner

	By: /S/ REID S. WALKER ____________________________ Reid S. Walker Member

	/S/ REID S. WALKER _________________________________ Reid S. Walker

	/S/ G. STACY SMITH _________________________________ G. Stacy Smith

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EX-1 3 rkfrdex1.htm EXHIBIT 1 Exhibit 1 EXHIBIT 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 a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Rockford Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 6, 2002.

	WS CAPITAL, L.L.C.

	By: /S/ REID S. WALKER ________________________________ Reid S. Walker Member
	WS CAPITAL MANAGEMENT, L.P.
	By: WS Capital, L.L.C., its general partner

	By: /S/ REID S. WALKER ________________________________ Reid S. Walker Member

	/S/ REID S. WALKER ____________________________________ Reid S. Walker

	/S/ G. STACY SMITH ____________________________________ G. Stacy Smith

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