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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)*
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COOPER DEVELOPMENT COMPANY
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
216655-20-9
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(CUSIP Number)
Parker G. Montgomery, 4036 Foothill Road, Carpinteria, CA 93103 (805) 684-0877
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 10, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the reporting 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).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on 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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CUSIP NO. 216655-20-9 SCHEDULE 13D
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Parker Gilbert Montgomery
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF 2,178
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,178
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,178
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
33.28%
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TYPE OF REPORTING PERSON*
14 IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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MONTGOMERY/COOPER DEVELOPMENT COMPANY
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INFORMATION STATEMENT
ON SCHEDULE 13D
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Item 1. Security and Issuer:
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Warrants to purchase Common Stock of
Cooper Development Company
16160 Caputo Drive
Morgan Hill, CA 95037
Item 2. Identity and Background:
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(a) Parker G. Montgomery
(b) 4036 Foothill Road, Carpinteria, CA 93103
(c) Mr. Montgomery is the Chairman of the Board and President of
Cooper Development Company.
(d) None
(e) None
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration:
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The warrants to purchase common stock were issued in consideration of
the provision of a $500,000 line of credit and the draw of $500,000 under such
line of credit.
Item 4. Purpose of Transaction:
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Mr. Montgomery is currently reporting the acquisition of warrants
to purchase 571 shares of
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the Issuer's common stock which warrants were issued in
connection with the provision by Mr. Montgomery of a $500,000
line of credit. The warrants to purchase 571 shares of the
Issuer's common stock acquired by Mr. Montgomery and reported
hereby were acquired for investment purposes.
Item 5. Interest in Securities of the Issuer:
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(a) As of April 10, 1997 and based on preliminary reports from the
Company's stock transfer agent following the 1 for 500 reverse
stock split effective March 14, 1997, Mr. Montgomery owned
beneficially or of record 2,178 shares (33.28%) of the Issuer's
common stock. Mr. Montgomery has the right to acquire an
additional 1,456 shares of the Issuer's Common Stock upon the
conversion of an aggregate of $1,474,049 principal amount of the
Issuer's promissory notes held by him and the right to acquire
3,143 shares of Common Stock upon the exercise of warrants issued
pursuant to those certain Note and Warrant Purchase Agreements
dated November 10, 1995 and May 22, 1996 between the Issuer and
Mr. Montgomery and another party (all warrants issued pursuant to
the foregoing agreement are referred to herein as the "Prior
Warrants"). If Mr. Montgomery and the other holder of the
aggregate principal amount of similar notes which are outstanding
were to convert such notes and exercise such Prior Warrants, Mr.
Montgomery would then own an aggregate of 6,777 shares (43.05%)
of the Issuer's Common Stock.
If, following such conversion of the notes and such exercise of
the Prior Warrants, Mr. Montgomery and the other holder of
warrants issued pursuant to the Note and Warrant Purchase
Agreement dated April 10, 1997 (all warrants issued pursuant to
the foregoing agreement are referred to herein as the "New
Warrants") which are currently outstanding were to exercise such
New Warrants, Mr. Montgomery would then own an
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aggregate of 7,348 shares (43.52%) of the Issuer's Common Stock.
(b) N/A
(c) N/A
(d) None
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer:
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N/A
Item 7. Material to be filed as Exhibits:
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N/A
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.
April 10, 1997 /s/ PARKER G. MONTGOMERY
______________________________
Parker G. Montgomery
