SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* WS CAPITAL LLC (Last) (First) (Middle) 300 Crescent Court Suite 880 (Street) Dallas TX 75201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/02/2003	3. Issuer Name and Ticker or Trading Symbol ROCKFORD CORP [ ROFO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	933,884(1)(2)(3)(4)(5)	I	See footnotes(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* WS CAPITAL LLC (Last) (First) (Middle) 300 Crescent Court Suite 880 (Street) Dallas TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WS CAPITAL MANAGEMENT LP (Last) (First) (Middle) 300 Crescent Court Suite 880 (Street) Dallas TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WALKER SMITH CAPITAL MASTER FUND (Last) (First) (Middle) 300 Crescent Court Suite 880 (Street) Dallas TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WALKER SMITH INTERNATIONAL LTD (Last) (First) (Middle) 300 Crescent Court Suite 880 (Street) Dallas TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WSV MANAGEMENT L L C (Last) (First) (Middle) 300 Crescent Court Suite 880 (Street) Dallas TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WS VENTURES MANAGEMENT L P (Last) (First) (Middle) 300 Crescent Court Suite 880 (Street) Dallas TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WS OPPORTUNITY MASTER FUND (Last) (First) (Middle) 300 Crescent Court Suite 880 (Street) Dallas TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WS OPPORTUNITY FUND INTERNATIONAL LTD (Last) (First) (Middle) 300 Crescent Court Suite 880 (Street) Dallas TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WALKER REID S (Last) (First) (Middle) 300 Crescent Court Suite 880 (Street) Dallas TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SMITH G STACY (Last) (First) (Middle) 300 CRESCENT COURT SUITE 880 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reid S. Walker and G. Stacy Smith exercise investment discretion and control over the shares of Common Stock of the Issuer held by clients of WS Capital Management, L.P., a Texas limited partnership (???WS Capital Management???), and WSV Management, L.L.C., a Texas limited liability company (???WSV???), each of which is an investment adviser registered under the laws of the State of Texas. Due to an ambiguity in the application of Section 16 of the Securities Exchange Act of 1934, it is unclear whether Messrs. R. Walker and Smith and certain of their affiliates may be deemed to beneficially own shares of Common Stock held by clients of WS Capital Management and WSV. Out of an abundance of caution, this Form 3 is being filed by Messrs. R. Walker and Smith and certain of their affiliates to report shares of Common Stock of which they may be deemed to be beneficial owners.

2. Each of the Filing Persons (as defined below) hereby expressly disclaims membership in a ???group??? under Section 13(d) of the Securities Exchange Act of 1934 with respect to the shares of Common Stock reported herein, and this Form 3 shall not be deemed to be an admission that any such Filing Person is a member of such a group. Each of the Filing Persons hereby expressly disclaims beneficial ownership of the shares of Common Stock reported herein to the extent of its direct or indirect pecuniary interest therein, and this Form 3 shall not be deemed to be an admission that any such Filing Person is the beneficial owner of the shares of Common Stock reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

3. Includes (i) 337,136 shares held by Walker Smith Capital Master Fund (???Walker Smith Capital???), a Texas general partnership of which Walker Smith Capital, L.P. and Walker Smith Capital (QP), L.P., each a Texas limited partnership, are the partners, (ii) 370,525 shares held by Walker Smith International Fund, Ltd., a British Virgin Islands exempted company (???Walker Smith International???), (iii) 153,623 shares held by WS Opportunity Master Fund (???WS Opportunity???), a Texas general partnership of which WS Opportunity Fund, L.P. and WS Opportunity Fund (QP), L.P., each a Texas limited partnership, are the partners, and (iv) 72,600 shares held by WS Opportunity Fund International, Ltd., a Cayman Islands exempted company (???WS Opportunity International???).

4. This Form 3 is filed on behalf of WS Capital, L.L.C., a Texas limited liability company (???WS Capital???), WS Capital Management, WSV, WS Ventures Management, L.P., a Texas limited partnership (???WSVM???), Walker Smith Capital, Walker Smith International, WS Opportunity, WS Opportunity International, Reid S. Walker, Patrick P. Walker and G. Stacy Smith (collectively, the ???Filing Persons???). Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and Reid S. Walker, Patrick P. Walker and G. Stacy Smith are the sole principals of WSV. WS Capital is the general partner of WS Capital Management, which is the investment manager and agent and attorney-in-fact for Walker Smith Capital and Walker Smith International. WSV is the general partner of WSVM, which is the investment manager and agent and attorney-in-fact for WS Opportunity and WS Opportunity International.

5. The SEC???s online filing system for Section 16 reports only permits ten reporting persons to be included in a joint report filed pursuant to Section 16. However, this Form 3 is being filed on behalf of eleven reporting persons. In accordance with instructions of the SEC (FAQ: Section 16 Electronic Reporting; Q.13), this Form 3 is being filed on behalf of ten of the Filings Persons, and an additional copy of this Form 3 is being filed contemporaneously herewith on behalf of the remaining Filing Person.

	/s/ Reid S. Walker, Member	08/28/2003
	/s/ Reid S. Walker, Member of WS Capital, L.L.C., its general partner	08/28/2003
	/s/ Reid S. Walker, Member of WS Capital, L.L.C., general partner of WS Capital Management, L.P., its agent and attorney-in-fact	08/28/2003
	/s/ Reid S. Walker, Member of WS Capital, L.L.C., general partner of WS Capital Management, L.P., its agent and attorney-in-fact	08/28/2003
	/s/ Reid S. Walker, Member	08/28/2003
	/s/ Reid S. Walker, Member of WSV Management, L.L.C., its general partner	08/28/2003
	/s/ Reid S. Walker, Member of WSV Management, L.L.C., general partner of WS Ventures Management, L.P., its agent and attorney-in-fact	08/28/2003
	/s/ Reid S. Walker, Member of WSV Management, L.L.C., general partner of WS Ventures Management, L.P., its agent and attorney-in-fact	08/28/2003
	/s/ Reid S. Walker	08/28/2003
	/s/ G. Stacy Smith	08/28/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.