UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT of 1934
(AMENDMENT NO. 1 )*
Resound Corporation
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
761194109
(CUSIP NUMBER)
December 31, 1998
(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 that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes)
<PAGE>
CUSIP NO. 761194109 13G
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rockefeller & Co., Inc.
I.R.S. Identification No.: 13-3006584
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF 1,571,670
SHARES 6 SHARED VOTING POWER
Not applicable.
BENEFICIALLY
7 SOLE DISPOSITIVE POWER
OWNED BY 1,571,670
EACH REPORTING 8 SHARED DISPOSITIVE POWER
Not applicable.
PERSON WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,571,670
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Not applicable.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
Resound Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
220 Saginaw Drive
Seaport Centre
Redwood City, CA 94063
Item 2(a). Name of Person Filing:
Rockefeller & Co., Inc.
Item 2(b). Address of Principal Business Office:
30 Rockefeller Plaza, New York, New York 10112
Item 2(c). Citizenship:
New York
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
761194109
Item 3. If this statement is filed pursuant to Rules 13d- 1(b), or
13d-2(b), check whether the person filing is a:
(a) Broker or 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,
<PAGE>
(e) X Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940,
(f) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-(b)(1)(ii)(F),
(g) Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G),
(h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. Ownership
As of December 31, 1998:
(a) Amount Beneficially Owned:
1,571,670
(b) Percent of Class:
7.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,571,670,
(ii) shared power to vote or to direct the vote -0-,
(iii)sole power to dispose or to direct the
disposition of 1,571,670,
(iv) shared power to dispose or to direct the disposition of -0-.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
<PAGE>
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Rockefeller & Co., Inc. ("R&Co.") is making this filing on behalf of certain
clients for which it is the investment manager (collectively, the "R&Co.
clients"). Each of these R&Co. clients, individually, owns less than 5% of this
security.
Each of these R&Co. clients has executed investment management agreements
granting R&Co. the right to exercise full discretion with respect to all matters
relating to the stock of the Issuer held by them (including sole voting and
dispositive power). Thus, while R&Co. is for purposes of this filing regarded as
the beneficial owner of the shares of the Issuer held by each of the R&Co.
clients, each of the R&Co. clients has the sole right to receive dividends from,
and the proceeds from the sale of, the securities of the Issuer owned of record
by each of them.
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 in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
<PAGE>
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.
February 12, 1999
(Date)
(Signature)/s/ David A. Strawbridge
David A. Strawbridge, Vice President
(Name/Title)
