UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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, 2003
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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. 77316P101
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 705,000
Shares ---------------
Beneficially 6. Shared Voting Power 720,000
Owned by ---------------
Each Reporting 7. Sole Dispositive Power 705,000
Person ---------------
With: 8. Shared Dispositive Power 720,000
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,425,000
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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
1,423,700 shares owned by its clients.
11. Percent of Class Represented by Amount in Row (9)
16.04%
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12. Type of Reporting Person IA
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Page 2 of 7 Pages
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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Page 3 of 7 Pages
SCHEDULE 13G/A
CUSIP NO. 77316P101
Item 3. If this statement is filed pursuant to ss.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 with ss.240.13d-1(b)(l)
(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in
accordance with ss.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 with ss.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 1,423,700 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.
Page 4 of 7 Pages
SCHEDULE 13G/A
CUSIP NO. 77316P101
(b) The shares covered by this report represent 16.04% of the Common
Stock of the Issuer.
(c) The Reporting Person has shared voting and dispositive power over
720,000 shares and sole voting and dispositive power over 703,700
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
1,423,700 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
purpose of or with the
Page 5 of 7 Pages
SCHEDULE 13G/A
CUSIP NO. 77316P101
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.
Page 6 of 7 Pages
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, 2004
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Date
/s/ Mark G. Schoeppner
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Signature
Mark G. Schoeppner, President
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Name/Title
Page 7 of 7 Pages