SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 1)
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (the "Act")
Rochester Medical Corporation
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class and Securities)
771497-10-4
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(CUSIP Number)
Schedule 13G
CUSIP # 771497-10-4
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vector Securities International, Inc.
36-3565040
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(5) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 164,159
EACH --------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------
(8) SHARED DISPOSITIVE POWER
164,159
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
164,159
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* ( )
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1% (See response to Item 4).
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(12) TYPE OF REPORTING PERSON*
BD
----------------------------------------------------------------------
----------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
D. Theodore Berghorst
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(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 Citizen
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(5) SOLE VOTING POWER
NUMBER OF 20,000
SHARES ----------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 164,159
EACH ----------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON 20,000
WITH ----------------------------------------
(8) SHARED DISPOSITIVE POWER
164,159
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,159
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* ( )
----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5% (See response to Item 4).
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(12) TYPE OF REPORTING PERSON*
IN
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Item 1(a). Name of Issuer:
Rochester Medical Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
One Rochester Medical Drive
Stewartville, Minnesota 55976
Item 2(a). Name of Persons Filing:
Item 2(b). Address of Principal Business Office or, if None,
Residence:
Item 2(c). Citizenship:
This Statement is filed by the following
persons (collectively, the "Reporting
Persons"):
Vector Securities International, Inc.
1751 Lake Cook Road
Deerfield, IL 60015
(Delaware Corporation)
D. Theodore Berghorst
Chairman and Chief Executive Officer
Vector Securities International, Inc.
1751 Lake Cook Road
Deerfield, IL 60015
(United States Citizen)
Item 2(d). Title of Class of Securities:
Common Stock, no par value per share ("Common
Stock")
Item 2(e). CUSIP Number:
771497-10-4
Item 3. If this statement is filed pursuant to Rule 13d-
1(b), or 13d-2(b), check whether the person filing
is a:
(a) [X] Broker or dealer registered under Section
15 of the Act,
Vector Securities International, Inc.
(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,
(e) [ ] 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 Rule 13d-1(b)(1)(ii)(F),
(g) [x] Parent Holding Company, in accordance
with Rule 13d-1(b)(1)(ii)(G); see Item 7,
Mr. Berghorst, Chairman and Chief
Executive Officer of Vector Securities
International, Inc. (individual who may
be deemed to control Vector Securities
International, Inc.)
(h) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(H).
Item 4. Ownership.
As of February 13, 1998, the Reporting Persons
beneficially owned in the aggregate less than five
percent of the outstanding Common Stock as follows:
Vector Securities International, Inc.
(a) Amount beneficially owned: 164,159
(b) Percent of class: 3.1%*
----------------
* Percentages based on 5,261,500 shares of the Issuer's
Common Stock outstanding as of December 23, 1997,
according to the Issuer's report on Form 10-K for the
fiscal year ended September 30, 1997.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the
vote: 0
(ii) Shared power to vote or to direct the
vote: 164,159
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct
the disposition of: 164,159
D. Theodore Berghorst
(a) Amount beneficially owned: 184,159
(b) Percent of class: 3.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the
vote: 20,000
(ii) Shared power to vote or to direct the
vote: 164,159
(iii) Sole power to dispose or to direct the
disposition of: 20,000
(iv) Shared power to dispose or to direct
the disposition of: 164,159
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 persons have
ceased to be the beneficial owners of more than five
percent of the class of securities check the
following [X].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company.
See Item 3a. No common stock is held directly by
D. Theodore Berghorst, an individual who may be
deemed to control Vector Securities International,
Inc.
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
"By signing below the undersigned certifies that,
to the best of his or its knowledge and belief, the
securities referred to above were acquired in the
ordinary course of its over-the-counter
market-making 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."
SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Date: February 13, 1998
VECTOR SECURITIES INTERNATIONAL, INC.
By: /s/ D. Theodore Berghorst
---------------------------------
Name: D. Theodore Berghorst
Title: Chief Executive Officer
D. THEODORE BERGHORST
/s/ D. Theodore Berghorst
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EXHIBIT A
The undersigned persons hereby agree and consent to the joint
filing on their behalf of this Schedule 13G in connection with their
beneficial ownership of the common stock of Rochester Medical
Corporation on February 13, 1998.
VECTOR SECURITIES INTERNATIONAL, INC.
By: /s/ D. Theodore Berghorst
---------------------------------
Name: D. Theodore Berghorst
Title: Chief Executive Officer
D. THEODORE BERGHORST
/s/ D. Theodore Berghorst
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