SCHEDULE 13G/A
CUSIP NO. 77316P101
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ROCKFORD CORP.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
77316P101
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(CUSIP Number)
December 31, 2002
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(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)
*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/A
CUSIP NO. 773161P01
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Quaker Capital Management Corporation
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2. Check the Appropriate Box if a Member of a Group
(a)
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(b) X
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3. SEC Use Only
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4. Citizenship or Place of Organization Pennsylvania
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Number of 5. Sole Voting Power 489,300
Shares ---------------
Beneficially 6. Shared Voting Power 737,200
Owned by ---------------
Each Reporting 7. Sole Dispositive Power 489,300
Person ---------------
With: 8. Shared Dispositive Power 737,200
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,226,500
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
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The Reporting Person disclaims beneficial ownership of 1,225,200 shares
owned by its clients.
11. Percent of Class Represented by Amount in Row (9)
14.10%
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12. Type of Reporting Person IA
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SCHEDULE 13G/A
CUSIP NO. 77316P101
Item 1.
(a) Name of Issuer
ROCKFORD CORP.
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(b) Address of Issuer's Principal Executive Offices
546 South Rockford Drive, Tempe, Arizona 85281
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Item 2.
(a) Name of Persons Filing
Quaker Capital Management Corporation
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(b) Address of Principal Business Office or, if none,
Residence
401 Wood Street, Suite 1300, Pittsburgh, PA 15222
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(c) Citizenship
Pennsylvania, USA
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(d) Title of Class of Securities
Common Stock
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(e) CUSIP Number
77316P101
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Item 3. If this statement is filed pursuant toss.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 withss.240.13d-
1(b)(l)(ii)(E);
(f) / / An employee benefit plan or endowment fund in
accordance withss.240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in
accordance withss.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 withss.240.13d-1((b)(l)(ii)(J)
Item 4. Ownership
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(a) The Reporting Person, in its capacity as investment adviser, may be
deemed to be the beneficial owner of 1,225,200 shares of the Common
Stock of the Issuer which are owned by various investment advisory
clients of the Reporting Person in accounts over which the Reporting
Person has discretionary authority. The filing of this report shall
not be construed as an admission that the Reporting Person is, for
purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of
these securities. Additionally, the Reporting Person and/or its
principals and employees own 1,300 shares of the Common Stock of the
Issuer.
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SCHEDULE 13G/A
CUSIP NO. 77316P101
(b) The shares covered by this report represent 14.10% of the Common Stock
of the Issuer.
(c) The Reporting Person has shared voting and dispositive power over
737,200 shares and sole voting and dispositive power over 488,000
shares owned by its clients and held in accounts over which it has
discretionary authority. The Reporting Person and/or its principals
and employees have sole voting and dispositive power over the 1,300
shares owned by the Reporting Person and/or its principals and
employees.
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:
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Item 6. Ownership of More than Five Percent on Behalf of
Another Person
1,225,200 of the shares with respect to which this report is filed
are owned by a variety of investment advisory clients of the Reporting
Person, 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 and are held in the
ordinary course of business and were not acquired and are not held for the
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SCHEDULE 13G/A
CUSIP NO. 77316P101
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.
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SCHEDULE 13G/A
CUSIP NO. 77316P101
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.
QUAKER CAPITAL MANAGEMENT CORPORATION
FEBRUARY 13, 2003
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Date
/S/ MARK G. SCHOEPPNER
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Signature
MARK G. SCHOEPPNER, PRESIDENT
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Name/Title
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