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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. 2)*
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 5 Pages
SCHEDULE 13G
CUSIP NO. 21664810
Page 2 of 5 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: None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: None
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: 0%
12 TYPE OF REPORTING PERSON: IA
SCHEDULE 13G
CUSIP NO. 21664810
Page 3 of 5 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: None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: None
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: 0%
12 TYPE OF REPORTING PERSON: CO
SCHEDULE 13G
CUSIP NO. 21664810
Page 4 of 5 Pages
1 NAME OF REPORTING PERSON: Ralph Wanger
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: U.S.A.
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: None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: None
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: 0%
12 TYPE OF REPORTING PERSON: IN
SCHEDULE 13G
CUSIP NO. 21664810
Page 5 of 5 Pages
Item 1(a) Name of Issuer: Cooper Companies, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
One Bridge Plaza
6th Floor
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.");
Ralph Wanger ("Wanger")
Item 2(b) Address of Principal Business Office:
WAM, WAM LTD. and Wanger are all located at:
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.
Wanger is a U.S. citizen.
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) WAM is an Investment Adviser registered under section
203 the Investment Advisers Act of 1940; WAM LTD. is
the General Partner of the Investment Adviser;
Wanger is the principal stockholder of the
General Partner.
Item 4 Ownership (at December 31, 1994):
(a) Amount owned "beneficially" within the
meaning of rule 13d-3:
none
(b) Percent of class: 0%
(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: none
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 person has ceased to
be the beneficial owner 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:
Not Applicable
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 8, 1995
The undersigned corporation, on the date above
written, agrees and consents to the joint filing
on its behalf of this Schedule 13G in connection
with its beneficial ownership of the shares
reported herein.
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
The undersigned individual, on the date above
written, agrees and consents to the joint filing
on his behalf of this Schedule 13G in connection
with his beneficial ownership of the shares
reported herein.
RALPH WANGER
/s/ Ralph Wanger
----------------------------------------
Chief Financial Officer