SC 13G 1 columbus.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G GOOD GUYS, INC. --------------- (Name of Issuer) Common Stock, $.001 par value ----------------------------- (Title of Class of Securities) 382091106 --------- (CUSIP Number) March 11, 2002 -------------- (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) [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 that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 382091106 SCHEDULE 13G Page 2 of 11 1 Name of Reporting Person COLUMBUS CAPITAL MANAGEMENT, LLC IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization California NUMBER OF 5 Sole Voting Power 1,500,000 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 1,500,000 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,500,000 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 5.7% 12 Type of Reporting Person IA CUSIP No. 382091106 SCHEDULE 13G Page 3 of 11 1 Name of Reporting Person MATTHEW D. OCKNER IRS Identification No. of Above Person 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 NUMBER OF 5 Sole Voting Power 1,500,000 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 1,500,000 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,500,000 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 5.7% 12 Type of Reporting Person IN CUSIP No. 382091106 SCHEDULE 13G Page 4 of 11 1 Name of Reporting Person COLUMBUS CAPITAL PARTNERS, L.P. IRS Identification No. of Above Person 94-3264193 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization California NUMBER OF 5 Sole Voting Power 1,015,000 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 1,015,000 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,015,000 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 3.86% 12 Type of Reporting Person PN CUSIP No. 382091106 SCHEDULE 13G Page 5 of 11 1 Name of Reporting Person COLUMBUS CAPITAL OFFSHORE FUND, LTD. IRS Identification No. of Above Person none 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization Cayman Islands NUMBER OF 5 Sole Voting Power 485,000 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 485,000 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 485,000 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 1.84% 12 Type of Reporting Person CO CUSIP No. 382091106 SCHEDULE 13G Page 6 of 11 Item 1(a). Name of Issuer: Good Guys, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 1600 Harbor Bay Parkway, Alameda, CA 94502-1840 Item 2(a). Names of Person Filing: (i) Columbus Capital Management, LLC ("CCM"); (ii) Matthew D. Ockner; (iii) Columbus Capital Partners, L.P. ("CCP"); (iv) Columbus Capital Offshore Fund, Ltd. ("CCOF") Item 2(b). Address of Principal Business Office or, if none, Residence: One Montgomery Street, Suite 3300, San Francisco, CA 94104 Item 2(c). Citizenship: (i) California; (ii) United States; (iii) California; and (iv) Cayman Islands Item 2(d). Title of Class of Securities: Common Stock, $.001 par value Item 2(e). CUSIP Number: 382091106 CUSIP No. 382091106 SCHEDULE 13G Page 7 of 11 Item 3.If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act. (e) [x] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)* (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations 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; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). _______________________ * CCM is the only reporting person that is an Investment Advisor Item 4. Ownership. Reference is made hereby to Items 5 to 9 and 11 of cover pages 2-5 of this Schedule, which Items are incorporated herein by reference. CCM, as general partner of CCP and investment manager of CCOF, and Matthew D. Ockner, as managing member of CCM, may be deemed to beneficially own the shares owned by CCP and CCOF in that they may be deemed to have the power to direct the voting or disposition of the shares. CUSIP No. 382091106 SCHEDULE 13G Page 8 of 11 Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that either CCM or Mr. Ockner is, for any purpose, the beneficial owner of any such securities to which this Schedule relates, and CCM and Mr. Ockner disclaim beneficial ownership as to the 1,500,000 shares, except to the extent of their respective pecuniary interest therein. The calculation of percentage of beneficial ownership in Item 11 of each cover page was derived from the Issuer's Form 8K filed with the Commissioner on March 18, 2002, in which the Issuer stated that the current number of shares of Common Stock outstanding was 26,250,075. 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. The shares reported are held in an institutional account for the economic benefit of the beneficiaries of 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. CUSIP No. 382091106 SCHEDULE 13G Page 9 of 11 Item 10. Certification. By signing below, the undersigned certifies that, to the best of its 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. 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. March 21, 2002 COLUMBUS CAPITAL MANAGEMENT, LLC By: /s/ Matthew D.Ockner ____________________________ Matthew D. Ockner Its: Managing Member By signing below, each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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. 382091106 SCHEDULE 13G Page 10 of 11 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. March 21, 2002 COLUMBUS CAPITAL PARTNERS, L.P. By: COLUMBUS CAPITAL MANAGEMENT, LLC Its: General Partner By: /s/ Matthew D.Ockner ____________________________ Matthew D. Ockner Its: Managing Member COLUMBUS CAPITAL OFFSHORE FUND, LTD. By: COLUMBUS CAPITAL MANAGEMENT, LLC Its: Investment Manager By: /s/ Matthew D.Ockner ____________________________ Matthew D. Ockner Its: Managing Member MATTHEW D. OCKNER /s/ Matthew D. Ockner __________________________________ CUSIP No. 382091106 SCHEDULE 13G Page 11 of 11 EXHIBIT A AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing, on behalf of each of them, of this Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $.001 par value, of Good Guys, Inc. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe that such information is inaccurate. March 21, 2002 COLUMBUS CAPITAL MANAGEMENT, LLC By: /s/ Matthew D.Ockner ____________________________ Matthew D. Ockner Its: Managing Member COLUMBUS CAPITAL PARTNERS, L.P. By: COLUMBUS CAPITAL MANAGEMENT, LLC Its: General Partner By: /s/ Matthew D.Ockner ____________________________ Matthew D. Ockner Its: Managing Member COLUMBUS CAPITAL OFFSHORE FUND, LTD. By: COLUMBUS CAPITAL MANAGEMENT, LLC Its: Investment Manager By: /s/ Matthew D.Ockner ____________________________ Matthew D. Ockner Its: Managing Member MATTHEW D. OCKNER /s/ Matthew D. Ockner __________________________________