UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Mentor Corporation
(Name of Issuer)
Common
(Title of Class of Securities)
587188103
(CUSIP Number)
December 31, 2003
(Date of Event Which Requires Filing of the 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)
*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).
CUSIP No. 587188103 13G Page 2 of 5 Pages
1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neuberger Berman, Inc.
061523639
Neuberger Berman, LLC
13-5521910
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /X/
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
297,751
6) SHARED VOTING POWER
4,725,500
7) SOLE DISPOSITIVE POWER
0
8) SHARED DISPOSITIVE POWER
6,679,649
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,679,649
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
78,200
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.42
12) TYPE OF REPORTING PERSON*
BD/IA
CUSIP No. 587188103 13G Page 2A of 5 Pages
1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neuberger Berman Genesis Fund
133697433
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /X/
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER
0
6) SHARED VOTING POWER
4,526,000
7) SOLE DISPOSITIVE POWER
0
8) SHARED DISPOSITIVE POWER
4,526,000
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,526,000
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.77
12) TYPE OF REPORTING PERSON*
IV
CUSIP No. 587188103 13G Page 3 of 5 Pages
Item 1. (a) Name of Issuer:
Mentor Corporation
Item 1 (b) Address of Issuer's Principal Executive Offices:
201 Mentor Drive Santa Barbara CA 93111
Item 2. (a) Name of Person Filing:
Neuberger Berman, Inc.
Neuberger Berman, LLC.
Neuberger Berman Management Inc.
Neuberger Berman Genesis Fund
Item 2 (b) Address of Principal Business Office:
605 Third Ave., New York, NY, 10158-3698
Item 2 (c) Citizenship:
USA
Item 2 (d) Title of Class of Securities:
Common
Item 2 (e) CUSIP Number:
587188103
Item 3. (g) /X/ Parent holding company, in accordance with 240.13d-1
(b) (ii) (G)
Item 4. Ownership:
(a) Amount Beneficially Owned:
6,679,649
(b) Percent of Class:
14.42
CUSIP No. 587188103 13G Page 4 of 5 Pages
(c) Number of Shares as to which such person has:
(I) Sole Power to vote or to direct the
vote: 297,751
(II) Shared Power to vote or to direct the
vote: 4,725,500
(III) Sole Power to dispose or to direct the disposition
of: 0
(IV) Shared Power to dispose or to direct the disposition
of: 6,679,649
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:
Neuberger Berman, LLC is deemed to be a beneficial owner for purpose of
Rule 13(d) since it has shared power to make decisions whether to retain
or dispose of, and in some cases the sole power to vote the securities of
many unrelated clients. Neuberger Berman, LLC does not, however, have any
economic interest in the securities of those clients. The clients are the
actual owners of the securities and have the sole right to receive and the
power to direct the receipt of dividends from or proceeds from the sale of
such securities.
Employee(s) of Neuberger Berman, LLC own 78,200 shares. Employee(s) own
these shares in their own personal securities accounts. Neuberger Berman,
LLC disclaims beneficial ownership of these shares since; these shares
were purchased with each employee(s) personal funds and each employee has
exclusive dispositive and voting power over the shares held in their
respective
accounts.
With regard to the shares set forth under Item 4.(c)(II), 4,526,000 shares
or 9.77% of the outstanding are beneficially owned by Neuberger Berman
Genesis Fund Portfolio, a series of Equity Managers Trust. Neuberger
Berman, LLC and Neuberger Berman Management Inc. are deemed to be
beneficial owners of these shares for purposes of Rule 13(d) since they
both have shared power to make decisions whether to retain or dispose of
the securities. Neuberger Berman, LLC and Neuberger Berman Management
Inc. serve as sub-adviser and investment manager, respectively, of
Neuberger Berman Genesis Fund Portfolio, which holds such shares in the
ordinary course of its business and not with the purpose nor with the
effect of changing or influencing the control of the issuer.
With regard to the balance of the shares set forth under Item 4.(c)(II),
Neuberger Berman, LLC and Neuberger Berman Management Inc. are deemed to
be the beneficial owners for the purposes of Rule 13(d), since they have
power to make decisions whether to retain or dispose of securities held by
Neuberger Berman's various other Funds. Neuberger Berman, LLC is the sub-
advisor to the aforementioned Funds.
No other Neuberger Berman, LLC advisory client has an interest of more than
5% of the issuer.
It should be further noted that the share calculation under item 4.(c)(IV)
is derived from a total combination of the shares set forth under Item
4.(c)(I and II). The remaining balance of shares, if any, are for individual
client accounts over which Neuberger Berman, LLC has shared power to
dispose.
CUSIP No. 587188103 13G Page 5 of 5 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
Neuberger Berman, Inc. makes this filing pursuant to Rule
13d-1(b)(ii)(G) since it owns 100% of both Neuberger
Berman, LLC and Neuberger Berman Management, Inc. and does
not own over 1% of the issuer.
Neuberger Berman, LLC, as investment advisor and
broker/dealer with discretion.
Neuberger Berman Management Inc. as investment advisor to a
Series of Public Mutual Funds.
Item 8. Identification and Classification of Members of the Group:
N/A
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 acquired and are 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.
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.
In addition, the undersigned hereby agree that the Schedule 13G filed
herewith is filed jointly pursuant to Rule 13d-1(f)(1) of the Securities
Exchange Act of 1934, as amended, on behalf of each of them.
Date: February 9, 2004
By:_____________________________
Kevin Handwerker
General Counsel
Neuberger Berman, Inc.
Neuberger Berman, LLC.
By: _____________________________
Peter Sundman
President and Director
Neuberger Berman Management Inc.
By: :_____________________________
Peter Sundman
Chairman of the Board, Chief Executive
Officer and Trustee
Neuberger Berman Genesis Fund,
a Series of Equity Managers Trust