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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Rockford Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
77316P
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(CUSIP Number)
Victoria L. Hodson
Rockford Corporation
546 S. Rockford Drive
Tempe, Arizona 85281
480-967-3565
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 19, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for the other parties to whom copies are to be sent.
* 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 disclosures provided in a
prior cover page.
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CUSIP NO. 77316P 13D PAGE 1 OF 4 PAGES
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Boulder Investors Limited Partnership
2 Check the Appropriate Box if a Member of a Group (a)
(See Instructions) (b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States of America
7 Sole Voting Power
Number of 602,493
Shares
Beneficially 8 Shared Voting Power
Owned by
Each
Reporting 9 Sole Dispositive Power
Person With 602,493
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 602,493
12 Check the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
13 Percent of Class Represented by Amount in Row (11) 8.1%
14 Type of Reporting Person (See Instructions) PN
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This schedule 13D related to the common stock, $.01 per share par value
("Common Stock"), of Rockford Corporation ("Rockford"). The address of the
principal executive offices of Rockford is:
546 S. Rockford Drive
Tempe, Arizona 85281
ITEM 2. IDENTITY AND BACKGROUND.
(a) Boulder Investors Limited Partnership
Nicholas Grier Bartol, General Partner
Timothy C. Bartol, General Partner
Anne Bartol Butterfield
Pamela Bartol Carrio
(b) 9200 Willow Pond Lane, Potomac, MD 20854
(c) Boulder Investors Limited Partnership is a family limited
partnership created by John and Caroline Bartol which owns assets
contributed to it before their death.
(d) None.
(e) None.
(f) N/A
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Boulder Investors Limited Partnership owns 602,493 shares
of Rockford's Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Boulder Investors Limited Partnership holds the Common Stock
described above as an investment. It expects that Rockford's Common Stock will
continue to be eligible for trading on the NASDAQ National Market, and through
its general partners, may make purchases of Rockford's Common Stock from time to
time and may dispose of any or all of such shares held by it at any time
following the expiration of a lock up period of 180 days after the initial
public offering of Rockford's Common Stock (pursuant to the Lock Up Agreement
described below). Boulder Investors Limited Partnership does not have present
plans nor contemplates any present proposals that would result in any of the
transactions described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Boulder Investors Limited Partnership ("Boulder") owns 602,493
shares of Common Stock, representing 8.1% of the shares outstanding. The
partnership, through its general partners Nicholas Grier Bartol, Timothy C.
Bartol, Anne Bartol Butterfield and Pamela Bartol Carrio, has sole power to vote
and dispose of such shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
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Boulder Investors Limited Partnership has signed a lock up
agreement in connection with Rockford's initial public offering which restricts
disposition of its shares of Rockford's Common Stock for a period of 180 days
following the initial public offering of Rockford's Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Lock Up Agreement, dated July 12, 1999, by and between
Boulder Investors Limited Partnership and Dain Rauscher Wessels.
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.
Date: 5-5-2000
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/s/ Timothy C. Bartol
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Timothy C. Bartol,
on behalf of Boulder Investors
Limited Partnership
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Exhibit 99.a
ROCKFORD CORPORATION
LOCK-UP AGREEMENT
July ___, 1999
DAIN RAUSCHER WESSELS
NEEDHAM & COMPANY, INC.
as Representatives of the several Underwriters
c/o Dain Rauscher Wessels
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
Re: Rockford Corporation (the "Company")
Proposed Offering of Common Stock
Ladies and Gentlemen:
This letter is being delivered to you in accordance with the proposed
Underwriting Agreement (the "Underwriting Agreement") between the Company and
the Representatives, as Representatives of the several Underwriters named in
Schedule A thereto (the "Underwriters"), relating to a underwritten public
offering of common stock of the Company (the "Common Stock"). The undersigned,
the beneficial owner of shares of the Company's Common Stock and/or securities
evidencing the right to purchase shares of the Company's Common Stock,
understands that the Company intends to sell shares of Common stock of the
Company and to grant to the Underwriters an over-allotment option to purchase
additional shares of Common Stock (the "Offering"). All capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms
in the Underwriting Agreement.
In order to induce the Company and the Underwriters to enter into the
Underwriting Agreement and to proceed with the Offering, and in recognition of
the benefit that such Offering will confer upon the undersigned as a stockholder
of the company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned irrevocably
agrees, with each Underwriter to be named in the Underwriting Agreement, for the
benefit of the Company, you and the other Underwriters, that, should the
Offering be effected, the undersigned will not publicly announce any intention
to, will not allow any affiliate or subsidiary, if applicable, to, and will not
itself, without the prior written consent of Dain Rauscher Wessels on behalf of
the Underwriters, (i) offer, pledge, sell, offer to sell, contract to sell, sell
any option or contract to purchase, purchase any option to sell, grant any
option right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any of the shares of Common Stock or any securities
convertible into, or exercisable or exchangeable for, Common Stock, or (ii)
enter into any swap or other agreement that transfers, in whole or in part, any
of the economic consequences of ownership of the shares of Common Stock or any
securities convertible into, or exercisable or exchangeable for, shares of
Common Stock (whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of the shares of Common Stock or such other
securities, in cash or otherwise), in each case, beneficially owned (within the
meaning Rule 13d-3 under the Securities Exchange Act of 1934, as amended) or
otherwise controlled by the undersigned on the date hereof or hereafter
acquired, for a period beginning from the date of execution of the Underwriting
Agreement and continuing to and
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including the date 180 days after the date of the Prospectus (as such term in
defined in the Underwriting Agreement); provided, however, that, if the
undersigned is an individual, the undersigned may, without prior written consent
of Dain Rauscher Wessels on behalf of the Underwriters, transfer share of Common
Stock or any securities convertible into, or exercisable or exchangeable for,
Common Stock either during his or her lifetime or, on death, by will or
intestacy to members of the undersigned's immediate family or to trusts
exclusively for the benefit of members of the undersigned's immediate family or
in connection with bona fide gifts, provided that, prior to any such transfer,
such transferee executes an agreement, satisfactory to Dain Rauscher Wessels,
pursuant to which such transferee agrees to receive and hold such shares subject
to the provisions hereof and that there shall be no further transfer except in
accordance with the provisions hereof. For purposes of this paragraph,
"immediate family" shall mean the undersigned's spouse, lineal descendant,
father, mother, brother or sister.
The restrictions on transfers described in the immediately preceding
paragraph shall not apply to (a) the sale of shares of Common Stock to the
Underwriters pursuant to the Underwriting Agreement or (b) transfers in shares
of Common Stock acquired in open market transactions after completion of the
Offering.
In addition, the undersigned agrees that, without the prior written
consent of Dain Rauscher Wessels on behalf of the Underwriters, he, she or it
will not, during the period ending 180 days after the date of the Prospectus,
make any demand for or exercise any right with respect to, the registration of
any shares of Common Stock or any security convertible into or exercisable or
exchangeable for Common Stock.
The undersigned, whether or not participating in the Offering, confirms
that he, she or it understands that the Underwriters and the Company will rely
upon the representations set forth in this agreement in proceeding with the
Offering. The undersigned agrees and consents to the entry of stop transfer
instructions with the company's transfer agent against the transfer of Common
Stock except in compliance with this agreement. This agreement shall be binding
on the undersigned and his, her or its respective successors, heirs, personal
representatives and assigns. If for any reason the Underwriting Agreement shall
be terminated prior to the Closing Date (as such term is defined in the
Underwriting Agreement), the agreement set forth above shall likewise be
terminated.
THE UNDERSIGNED AGREES TO KEEP CONFIDENTIAL ALL INFORMATION REGARDING
THE OFFERING, INCLUDING WITHOUT LIMITATION, THE ANTICIPATED DATE OF THE
OFFERING, THE TERMS OF THE OFFERING, AND THE IDENTITY OF THE UNDERWRITERS.
Sincerely,
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Signature
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Name
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Title (if applicable)
