UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
(Amendment No. )
Apogee Enterprises, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
037598109
(CUSIP Number)
12/31/03
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
Rule 13d-1(b) [x ]
Rule 13d-1(cc) [ ]
Rule 12d-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).
037598109
CUSIP NO.
1. Name of Reporting Person: Daruma Asset Management, Inc.
Social Security No. or I.R.S. Identification Nos. of above persons
(entities only): 13-3831899
2. Check the Appropriate Box if a Member of a Group
(See Instructions) not applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization New York
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 & Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,979,300
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 7.2%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) IA
1. Name of Reporting Person: Mariko O. Gordon
Social Security No. or I.R.S. Identification Nos. of
above persons (entities only):
2. Check the Appropriate Box if a Member of a Group (See Instructions)
not applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 & Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,979,300
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 7.2%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) HC
Item 1
(a) Name of Issuer
Apogee Enterprises, Inc.
(b) Address of Issuer's Executive Offices:
7900 Xerxes Avenue South
Minneapolis, MN 55431
Item 2
(a) Name of Person Filing
(i) Daruma Asset Management, Inc.
(ii) Mariko O. Gordon
(b) Address of Principal Office
(i) & (ii): 80 West 40th Street, 9th Floor
New York, NY 10018
(c) Citizenship: (i) New York (ii) U.S.A.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: (i) 037598109
(ii) not applicable
Item 3. If this Statement is filed pursuant to ?240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is an:
(i) Daruma Asset Management, Inc.:
(d) An Investment Adviser in accordance with ?240.13d-1(b)(1)(ii)(E)
(ii) Mariko O. Gordon
(g) A control person in accordance with ?240.13d-1(ii)(G)
Item 4: Ownership:
The securities covered by this statement are beneficially owned by
one or more investment advisory clients whose accounts are managed
by Daruma Asset Management, Inc. ("Daruma"). The investment
advisory contracts relating to such accounts grant to Daruma
sole investment and/or voting power over the securities
owned by such accounts. Therefore Daruma may be deemed
to be the beneficial owner of the securities covered by this
statement for purposes of Rule 13d-3 ("Rule 13d-3") under
the Securities Act of 1934 (the "1934 Act").
Mariko O. Gordon (the "Principal Shareholder") owns in excess
of 50% of the outstanding voting stock and is the president of Daruma.
The Principal Shareholder may be deemed to be the beneficial owner of
securities held by persons and entities advised by Daruma for purposes
of Rule 13d-3.
Daruma and the Principal Shareholder each disclaims beneficial ownership
in any of the securities covered by this statement. Daruma and the Principal
Shareholder are of the view that they are not acting as a "group" for purposes
of Section 13(d) under the 1934 Act and that they are not otherwise required
to attribute to each other the "beneficial ownership" of securities held by
any of them or by any persons or entities advised by Daruma.
(a) Amount beneficially owned: 1,979,300 (See Item 4 & Exhibit A)
(b) Percent of Class: 7.2% (See Item 4 & Exhibit A)
(c) Powers Number of Shares
(i)Sole power to vote or to direct the vote 954,300
(See Item 4 & Exhibit A)
(ii)Shared power to vote or to direct the vote 0
(iii)Sole power to dispose or to direct disposition 1,979,300
(See Item 4 & Exhibit A)
(iv)Shared power to dispose or to direct disposition 0
Item 5. Ownership of 5% or less of a class
Not applicable
Item 6. Ownership of more than 5% on behalf of Another Person:
Investment advisory clients of Daruma Asset Management, Inc. have
the right to receive dividends from as well as the proceeds from the sale of
securities covered by this statement.
Item 7. Identification and Classification of the Subsidiary
which acquired the Security being reported on by the ultimate parent 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, we certify to the best of our 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. This report shall not be construed as an admission
by the persons filing the report that they are beneficial owners
of any of the securities covered by this report.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Date: February 12, 2004
DARUMA ASSET MANAGEMENT, INC.
/s/Mary B. O'Byrne
By: Mary B. O'Byrne
Vice President
Mariko O. Gordon
By: /s/Mary B. O'Byrne
Attorney-in-fact for
Mariko O. Gordon pursuant to
Power of Attorney filed as Exhibit C to this Schedule G
EXHIBIT A
Daruma Asset Management, Inc. ("Daruma") presently holds 1,979,300
shares of Apogee Enterprises, Inc. (the "Issuer") common stock.
Daruma has sole investment discretion over 1,979,300 shares and
sole voting discretion over 954,300 shares, which are held for
the benefit of its clients by its separate managed investment
advisory accounts.
The shares were acquired in the ordinary course of business, and
not with the purpose or effect of changing or influencing control
of the Issuer. The filing of this statement should not be construed
as an admission that Daruma is, for the purposes of Sections 13
or 16 of the Securities Exchange Act of 1934, the beneficial owner
of these shares.
EXHIBIT B
Joint Filing Agreement
In accordance with Rule 13d-1(f)(f) under the Securities Exchange Act of
1934,as amended, the undersigned hereby agrees to the joint filing with
each other of the foregoing statement on Schedule 13G and to all amendments
thereto and that such statement and each amendment to such statement is made
on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby agree to execute this Agreement
on February 12, 2004.
DARUMA ASSET MANAGEMENT, INC.
By: /s/Mary B. O'Byrne
MARY B. O'BYRNE, Vice President
/s/Mariko O. Gordon
MARIKO O. GORDON, President
EXHIBIT C
Power of Attorney
Mariko O. Gordon hereby appoints Mary B. O'Byrne her
true and lawful attorney-in-factand agent to execute and
file with the Securities and Exchange Commission any Schedule
13G, any amendments thereto or any related documentation which
may be required to be filed in her individual capacity as a
result of her position as an officer, director or shareholder
of Daruma Asset Management, Inc. and, granting unto said
attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing which she might or
could do in person, hereby ratifies and confirms all that said
attorney-in-fact and agent may lawfully do or cause to be done
by virtue hereof.
/s/Mariko O. Gordon
MARIKO O. GORDON