SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COLE NATIONAL CORPORATION
-------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
193290103
---------
(CUSIP Number)
December 31, 2003
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 193290103 Page 1 of 9 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
The PNC Financial Services Group, Inc. 25-1435979
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Pennsylvania
Number of Shares 5) Sole Voting Power 517,500
Beneficially Owned 6) Shared Voting Power -0-
By Each Reporting 7) Sole Dispositive Power 826,700
Person With 8) Shared Dispositive Power -0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person 862,100
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 5.17
12) Type of Reporting Person (See Instructions) HC
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COLE NATIONAL CORPORATION
-------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
193290103
---------
(CUSIP Number)
December 31, 2003
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 193290103 Page 2 of 9 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
PNC Bancorp, Inc. 51-0326854
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Delaware
Number of Shares 5) Sole Voting Power 517,500
Beneficially Owned 6) Shared Voting Power -0-
By Each Reporting 7) Sole Dispositive Power 826,700
Person With 8) Shared Dispositive Power -0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person 862,100
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 5.17
12) Type of Reporting Person (See Instructions) HC
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COLE NATIONAL CORPORATION
-------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
193290103
---------
(CUSIP Number)
December 31, 2003
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 193290103 Page 3 of 9 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
PNC Bank, National Association 22-1146430
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization United States
Number of Shares 5) Sole Voting Power 517,500
Beneficially Owned 6) Shared Voting Power -0-
By Each Reporting 7) Sole Dispositive Power 826,700
Person With 8) Shared Dispositive Power -0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person 862,100
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 5.17
12) Type of Reporting Person (See Instructions) BK
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COLE NATIONAL CORPORATION
-------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
193290103
---------
(CUSIP Number)
December 31, 2003
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 193290103 Page 4 of 9 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
BlackRock Advisors, Inc. 23-2784752
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Delaware
Number of Shares 5) Sole Voting Power 482,100
Beneficially Owned 6) Shared Voting Power -0-
By Each Reporting 7) Sole Dispositive Power 826,700
Person With 8) Shared Dispositive Power -0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person 826,700
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 4.98
12) Type of Reporting Person (See Instructions) IA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COLE NATIONAL CORPORATION
-------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
193290103
---------
(CUSIP Number)
December 31, 2003
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 193290103 Page 5 of 9 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
BlackRock Capital Management, Inc. 51-0395386
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Delaware
Number of Shares 5) Sole Voting Power 289,300
Beneficially Owned 6) Shared Voting Power -0-
By Each Reporting 7) Sole Dispositive Power 345,400
Person With 8) Shared Dispositive Power -0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person 345,400
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 2.08
12) Type of Reporting Person (See Instructions) IA
Page 6 of 9 Pages
ITEM 1(a) - NAME OF ISSUER:
Cole National Corporation
ITEM 1(b) - ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1925 Enterprise Parkway
Twinsburg, Ohio 44087
ITEM 2(a) - NAME OF PERSON FILING:
The PNC Financial Services Group, Inc.; PNC Bancorp, Inc.;
PNC Bank, National Association; BlackRock Advisors, Inc.;
and BlackRock Capital Management, Inc.
ITEM 2(b) - ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The PNC Financial Services Group, Inc. - One PNC Plaza, 249 Fifth
Avenue, Pittsburgh, PA 15222-2707
PNC Bancorp, Inc. - 300 Delaware Avenue, Suite 304, Wilmington, DE
19801
PNC Bank, National Association - One PNC Plaza, 249 Fifth Avenue,
Pittsburgh, PA 15222-2707
BlackRock Advisors, Inc. - 100 Bellevue Parkway, Wilmington, DE 19809
BlackRock Capital Management, Inc. - 100 Bellevue Parkway,
Wilmington, DE 19809
ITEM 2(c) - CITIZENSHIP:
The PNC Financial Services Group, Inc. - Pennsylvania
PNC Bancorp, Inc. - Delaware
PNC Bank, National Association - United States
BlackRock Advisors, Inc. - Delaware
BlackRock Capital Management, Inc. - Delaware
ITEM 2(d) - TITLE OF CLASS OF SECURITIES:
Common
ITEM 2(e) - CUSIP NUMBER:
193290103
ITEM 3 - IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [X] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange Act;
(d) [ ] Investment Company registered under Section 8 of the Investment Company
Act;
(e) [X] An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [X] A Parent Holding Company or Control Person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A Savings Association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
(i) [ ] A Church Plan that is excluded from the definition of an Investment
Company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
Page 7 of 9 Pages
ITEM 4 - OWNERSHIP:
The following information is as of December 31, 2003:
(a) Amount Beneficially Owned: 862,100 shares*
(b) Percent of Class: 5.17
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote 517,500
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the disposition of 826,700
(iv) shared power to dispose or to direct the disposition of -0-
*Of the total shares reported herein, 35,400 shares are held in accounts at PNC
Bank, National Association in a fiduciary capacity.
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:
Not Applicable.
ITEM 7 - IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Included are the following subsidiaries of The PNC Financial Services Group,
Inc. - HC:
PNC Bancorp, Inc. - HC (wholly owned subsidiary of The PNC Financial Services
Group, Inc.)
PNC Bank, National Association - BK (wholly owned subsidiary of PNC Bancorp,
Inc.)
BlackRock Advisors, Inc. - IA (indirect subsidiary of PNC Bank, National
Association)
BlackRock Capital Management, Inc. - IA (indirect subsidiary of BlackRock
Advisors, Inc.)
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 and held in the ordinary
course of business and 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 the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 8 of 9 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.
February 10, 2004
--------------------------------------------------
Date
By: /s/ Joan L. Gulley
--------------------------------------------------
Signature - The PNC Financial Services Group, Inc.
Joan L. Gulley, Vice President
Name & Title
February 10, 2004
--------------------------------------------------
Date
By: /s/ Maria C. Schaffer
--------------------------------------------------
Signature - PNC Bancorp, Inc.
Maria C. Schaffer, Executive Vice President
Name & Title
February 10, 2004
--------------------------------------------------
Date
By: /s/ Joan L. Gulley
--------------------------------------------------
Signature - PNC Bank, National Association
Joan L. Gulley, Executive Vice President
Name & Title
February 10, 2004
--------------------------------------------------
Date
By: /s/ Robert S. Kapito
--------------------------------------------------
Signature - BlackRock Advisors, Inc.
Robert S. Kapito, Vice Chairman
Name & Title
February 10, 2004
--------------------------------------------------
Date
By: /s/ Robert S. Kapito
--------------------------------------------------
Signature - BlackRock Capital Management, Inc.
Robert S. Kapito, Vice Chairman
Name & Title
Page 9 of 9 Pages
EXHIBIT A
AGREEMENT
February 10, 2004
The undersigned hereby agree to file a joint statement on Schedule 13G
under the Securities and Exchange Act of 1934, as amended (the "Act") in
connection with their beneficial ownership of common stock issued by Cole
National Corporation.
Each of the undersigned states that it is entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
Each of the undersigned is responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and accuracy of
the information concerning each of them contained therein but none is
responsible for the completeness or accuracy of the information concerning the
others.
This Agreement applies to any amendments to Schedule 13G.
THE PNC FINANCIAL SERVICES GROUP, INC.
BY: /s/ Joan L. Gulley
--------------------------------------------
Joan L. Gulley, Vice President
PNC BANCORP, INC.
BY: /s/ Maria C. Schaffer
--------------------------------------------
Maria C. Schaffer, Executive Vice President
PNC BANK, NATIONAL ASSOCIATION
BY: /s/ Joan L. Gulley
--------------------------------------------
Joan L. Gulley, Executive Vice President
BLACKROCK ADVISORS, INC.
BY: /s/ Robert S. Kapito
--------------------------------------------
Robert S. Kapito, Vice Chairman
BLACKROCK CAPITAL MANAGEMENT, INC.
BY: /s/ Robert S. Kapito
--------------------------------------------
Robert S. Kapito, Vice Chairman