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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cooper Companies, Inc.
(Name of Issuer)
Common Stock, $.10 Par Value
(Title of Class of Securities)
21664810
(CUSIP Number)
Check the following box if a fee is being paid with this statement ( ). (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting person's
initial 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 1 of 4 Pages
SCHEDULE 13G
CUSIP NO. 21664810
Page 2 of 4 Pages
1 NAME OF REPORTING PERSON: Wanger Asset Management, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 36-3820584
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: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER: None
6 SHARED VOTING POWER: 1,670,000
7 SOLE DISPOSITIVE POWER: None
8 SHARED DISPOSITIVE POWER: 1,670,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,670,000
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:
12 TYPE OF REPORTING PERSON: IA 5.54%
SCHEDULE 13G
CUSIP NO. 21664810
Page 3 of 4 Pages
1 NAME OF REPORTING PERSON: Wanger Asset Management, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER: None
6 SHARED VOTING POWER: 1,670,000
7 SOLE DISPOSITIVE POWER: None
8 SHARED DISPOSITIVE POWER: 1,670,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,670,000
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: 5.54%
12 TYPE OF REPORTING PERSON: CO
SCHEDULE 13G
CUSIP NO. 21664810
Page 4 of 4 Pages
Item 1(a) Name of Issuer: Cooper Companies, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1 Bridge Plaza
Fort Lee, New Jersey 07024
Item 2(a) Name of Person Filing:
Wanger Asset Management, L.P. ("WAM");
Wanger Asset Management, Ltd., the sole general partner of
WAM ("WAM LTD.")
Item 2(b) Address of Principal Business Office:
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606
Item 2(c) Citizenship:
WAM is a Delaware limited partnership.
WAM LTD. is a Delaware corporation.
Item 2(d) Title of Class of Securities:
Common Stock, $.10 Par Value
Item 2(e) CUSIP Number: 21664810
Item 3 Type of Person:
(e) Investment adviser registered under section 203
of the Investment Advisers Act of 1940.
WAM LTD. is the sole general partner of WAM.
Item 4 Ownership (at December 31, 1993):
(a) Amount owned "beneficially" within the
meaning of rule 13d-3:
1,670,000 shares
(b) Percent of class: 5.54%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
none
(ii) shared power to vote or to direct the vote:
1,670,000
(iii) sole power to dispose or to direct the
disposition of: none
(iv) shared power to dispose or to direct
disposition of: 1,670,000
WAM serves as investment adviser to Acorn Investment
Trust, Series Designated Acorn Fund (the "Trust").
Various of WAM's limited partners and employees are
also officers and trustees of the Trust, but WAM does
not consider the Trust to be controlled by such
persons. Although the Trust is not controlled by WAM,
pursuant to rule 13d-3(a) the 1,290,000 shares
beneficially owned by the Trust, with respect to which
the Trust has delegated to WAM shared voting power and
shared dispositive power, are considered to be shares
beneficially owned by WAM by reason of such delegated
powers. In addition to the shares beneficially owned by
the Trust, other clients of WAM may own shares which are
not included in the aggregate number of shares reported
herein because WAM does not have or share voting or
investment power over those shares.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More Than Five Percent on behalf of Another Person:
The shares reported herein have been acquired on behalf of
discretionary clients of WAM. Persons other than WAM are
entitled to receive all dividends from, and proceeds from the
sale of, those shares.
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.
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: February 10, 1994 WANGER ASSET MANAGEMENT, LTD., for
itself and as general partner for
WANGER ASSET MANAGEMENT, L.P.
By: /s/ Robert M. Slotky
------------------------------------
Robert M. Slotky
Chief Financial Officer
*******************************************************************************
End Amendment No. 1
*******************************************************************************
[TYPE] SC 13G
[DESCRIPTION] Original Schedule 13G filing
[TEXT]
*******************************************************************************
Begin Original Schedule 13G
*******************************************************************************
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cooper Companies, Inc.
(Name of Issuer)
Common Stock, $.10 Par Value
(Title of Class of Securities)
21664810
(CUSIP Number)
Check the following box if a fee is being paid with this statement (X). (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting person's
initial 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 1 of 7 Pages
SCHEDULE 13G
CUSIP NO. 21664810
Page 2 of 7 Pages
1 NAME OF REPORTING PERSON: Wanger Asset Management, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 36-3820584
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: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER: None
6 SHARED VOTING POWER: None
7 SOLE DISPOSITIVE POWER: None
8 SHARED DISPOSITIVE POWER: 2,120,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,120,000
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: 6.92%
12 TYPE OF REPORTING PERSON: IA
SCHEDULE 13G
CUSIP NO. 21664810
Page 3 of 7 Pages
1 NAME OF REPORTING PERSON: Wanger Asset Management, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER: None
6 SHARED VOTING POWER: None
7 SOLE DISPOSITIVE POWER: None
8 SHARED DISPOSITIVE POWER: 2,120,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,120,000
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: 6.92%
12 TYPE OF REPORTING PERSON: CO
SCHEDULE 13G
CUSIP NO. 21664810
Page 4 of 7 Pages
Item 1(a) Name of Issuer: Cooper Cos., Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
3145 Porter Drive
Palo Alto, California 94304
Item 2(a) Name of Person Filing:
Wanger Asset Management, L.P. ("WAM");
Wanger Asset Management, Ltd., the general partner of
WAM ("WAM LTD.)
Item 2(b) Address of Principal Business Office:
WAM and WAM LTD. are both located at
227 West Monroe, Suite 3000
Chicago, Illinois 60606
Item 2(c) Citizenship:
WAM is a Delaware limited partnership
WAM Ltd. is a Delaware corporation.
Item 2(d) Title of Class of Securities:
Common stock, $.10 par value
Item 2(e) CUSIP Number: 21664810
Item 3 Type of Person:
(e) Investment adviser registered under section 203
of the Investment Advisers Act of 1940.
WAM LTD. is the sole general partner of WAM.
Item 4 Ownership (at December 31, 1992):
(a) Amount owned "beneficially" within the
meaning of rule 13d-3:
2,120,000
SCHEDULE 13G
CUSIP Number 21664810
Page 5 of 7 Pages
(b) Percent of class: 6.92%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
none
(ii) shared power to vote or to direct the vote:
none
(iii) sole power to dispose or to direct the
disposition of: none
(iv) shared power to dispose or to direct
disposition of: 2,120,000
WAM generally does not vote any of the foregoing
shares. WAM, however, has been granted the power to
do so in circumstances it determines to be appropriate
in connection with advising its clients in the ordinary
course of business, by either providing information or
advice to the persons having such power, or by
exercising the power granted to it by its clients.
WAM serves as investment adviser to Acorn Investment
Trust, Series Designated Acorn Fund (the "Trust"), and
various of WAM's limited partners and employees are
also officers and trustees of the Trust. WAM does not
consider that the Trust is controlled by such persons.
Nevertheless, the 1,690,000 shares beneficially
owned by the Trust, with respect to which the Trust
has sole voting power, are included as shares over
which WAM has shared dispositive power, and they are
shares beneficially owned by WAM by reason of its power
to manage the Trust investments. In addition, other WAM
clients may own shares which are not included in the
aggregate number of shares reported herein because WAM
does not have or share voting or investment power over
those shares.
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
Item 6 Ownership of More Than Five Percent on behalf of Another Person:
SCHEDULE 13G
CUSIP Number 21664810
Page 6 of 7 Pages
The shares reported herein have been acquired on behalf of
discretionary clients of WAM. Persons other than WAM are
entitled to receive all dividends from, and proceeds from the
sale of, those shares.
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.
SCHEDULE 13G
CUSIP Number 21664810
Page 7 of 7 Pages
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: February 15, 1993 WANGER ASSET MANAGEMENT, LTD., for
itself and as general partner for
WANGER ASSET MANAGEMENT, L.P.
By: /s/ Robert M. Slotky
------------------------------------
Robert M. Slotky
Chief Financial Officer