UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Cooper Companies, Inc.
(Name of Issuer)
Common Stock ($0.10 par value)
(Title of Class of Securities)
216648402
(CUSIP Number)
December 31, 2002
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G 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).
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Palisade Capital Management, L.L.C.
22-3330049
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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NUMBER OF 5. SOLE VOTING POWER
SHARES 1,268,000
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY N/A
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,383,440
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PERSON 8. SHARED DISPOSITIVE POWER
WITH N/A
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,568,780
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.12%
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12. TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Axe-Houghton Associates, Inc.
22-2512992
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES 185,340
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY N/A
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 185,340
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PERSON 8. SHARED DISPOSITIVE POWER
WITH N/A
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,568,780
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.12%
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12. TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1.
(a) Name Of Issuer: The Cooper Companies, Inc.
(b) Address of Issuer's Principal Executive Offices: 6140 Stoneridge Mall
Road, Suite 590, Pleasanton, CA 94588.
Item 2.
(a) Name of Person Filing: Palisade Capital Management, L.L.C.
(b) Address of Principal Business Office or, if none, Residence: One Bridge
Plaza, Suite 695, Fort Lee, NJ 07024
(c) Citizenship: New Jersey
(d) Title of Class of Securities: Common Stock ($0.10 par value)
(e) CUSIP Number: 216648402
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o);
(b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) |_| Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) |_| Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) |X| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d- 1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
ss.240.13d- 1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned: 1,568,780
(b) Percent of Class: 5.12%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,453,340
(ii) Shared power to vote or to direct the vote N/A
(iii) Sole power to dispose or to direct the disposition of 1,568,780
(iv) Shared power to dispose or to direct the disposition of N/A
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
The shares of the Issuer beneficially owned by each reporting person are
held on behalf of the reporting persons' clients in accounts over which the
reporting persons have complete investment discretion. No other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such shares. No client account contains more than
five percent of the class.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
N/A
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Item 8. Identification and Classification of Members of the Group.
Palisade Capital Management, LLC ("Palisade"), and Axe-Houghton
Associates, Inc. ("Axe"), are registered investment advisers. They are control
affiliates. Palisade and Axe are making this joint filing pursuant to Agreement
attached as Exhibit 1, but disclaim that they are members of a Group pursuant to
Rule 13d-5(b).
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
such securities and were not acquired and are not held in connection with or as
a participant in any transaction having that 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.
February 12, 2003
-----------------
Date
Palisade Capital Management, LLC
/s/ Steven E. Berman
--------------------
Steven E. Berman, Member
Axe-Houghton Associates, Inc.
/s/ Steven e. Berman
--------------------
Steven E. Berman, President
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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Exhibit 1
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934 (the "Act") by and among the parties
listed below, each referred to herein as a "Joint Filer." The Joint Filers agree
that a statement of beneficial ownership as required by the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D,
as appropriate, and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
Dated: February 12 , 2003
Palisade Capital Management, LLC.
By: /s/ Steven E. Berman
------------------------------------
Name: Steven E. Berman
Title: Member
Axe-Houghton Associates, Inc.
By: /s/ Steven E. Berman
--------------------------------
Name: Steven E. Berman
Title: President
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