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CUSIP No. 719068 10 8 SCHEDULE 13D Page 1 of 4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
PHOENIX GOLD INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
719068 10 8
(CUSIP Number)
Nelson Obus
Wynnefield Capital, Inc.
450 7th Avenue, Suite 509
New York, New York 10123
(212) 760-0134
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 9, 2002
(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 ss.ss.240.13d-1(e), 240.13d-(f) or 240.13d-1(g), check the
following box. [ ]
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CUSIP No. 719068 10 8 SCHEDULE 13D Page 2 of 4
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SCHEDULE 13D/A
Filed pursuant to Rule 13d-2
Introduction
This Statement on Schedule 13D/A (this "Statement") amends and supplements
the Schedule 13D/A filed with the Securities and Exchange Commission on January
24, 2002 by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small
Cap Value, L.P. I, and Wynnefield Small Cap Value Offshore Fund, Ltd.
(collectively the "Wynnefield Group"). This Statement relates to common stock,
$0.01 par value per share, of PHOENIX GOLD INTERNATIONAL, INC., an Oregon
corporation ("Issuer").
The Wynnefield Group submitted a proposal for cumulative voting that was
defeated at Issuer's annual meeting of shareholders on February 12, 2002.
Following that meeting, the Wynnefield Group sent a letter to Issuer's
management and Board of Directors dated March 9, 2002 and attached to this
Statement as Exhibit 99.2. Item 7 of the Wynnefield Group's Schedule 13D/A dated
January 24, 2002 is therefore amended and restated as follows:
Item 7. Material to be filed as Exhibits
Exhibit No. Description
99.1 Letter to Issuer's management and Board of Directors, dated
January 23, 2002 (previously filed with the Wynnefield Group's
Schedule 13D/A dated January 24, 2002).
99.2 Letter to Issuer's management and Board of Directors, dated
March 9, 2002.
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CUSIP No. 719068 10 8 SCHEDULE 13D Page 3 of 4
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete, and correct.
Date: March 11, 2002.
WYNNEFIELD PARTNERS SMALL CAP
VALUE, LP
By: Wynnefield Capital Management, LLC,
its general partner
/s/ Nelson Obus
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Name: Nelson Obus
Title: Managing Member
WYNNEFIELD PARTNERS SMALL CAP
VALUE, LP I
By: Wynnefield Capital Management, LLC,
its general partner
/s/ Nelson Obus
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Name: Nelson Obus
Title: Managing Member
WYNNEFIELD SMALL CAP VALUE
OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
its general partner
/s/ Nelson Obus
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Name: Nelson Obus
Title: President
Attention: Intentional misstatements or omissions of fact constitute federal
criminal violations (See 18 U.S.C. 1001).
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CUSIP No. 719068 10 8 SCHEDULE 13D Page 4 of 4
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APPENDIX A JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a Statement on Schedule 13D/A (including amendments thereto) with
respect to the common stock and depository receipts of Phoenix Gold
International, Inc. This Joint Filing Agreement shall be included as an exhibit
to such filing. In evidence thereof, each of the undersigned, being duly
authorized where appropriate, hereby executes this Joint Filing Agreement as of
the 11th day of March, 2002.
WYNNEFIELD PARTNERS SMALL CAP
VALUE, LP
By: Wynnefield Capital Management, LLC,
its general partner
/s/ Nelson Obus
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Name: Nelson Obus
Title: Managing Member
WYNNEFIELD PARTNERS SMALL CAP
VALUE, LP I
By: Wynnefield Capital Management, LLC,
its general partner
/s/ Nelson Obus
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Name: Nelson Obus
Title: Managing Member
WYNNEFIELD SMALL CAP VALUE
OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
its general partner
/s/ Nelson Obus
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Name: Nelson Obus
Title: President