SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.: 1 )*
NUANCE COMMUNICATIONS COM
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
669967101
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(CUSIP NUMBER)
December 31, 2002
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(Date of Event Which Requires Filing of this Statement)
*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 (the "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 2 of 8
CUSIP No. 669967101 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Investment Managers (MLIM"))**
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
2,944,676
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,944,676
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,944,676 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.81%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
**SEE EXHIBIT A
Page 3 of 8
CUSIP No. 669967101 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MASTER SMALL CAP VALUE TRUST
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
2,183,700
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,183,700
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,700 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.53%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
**SEE EXHIBIT A
Page 4 of 8
14. 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)
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
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NUANCE COMMUNICATIONS COM (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
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1005 Hamilton Ave.
Menlo Park, CA
94025
ITEM 2 (a) Name of Persons Filing:
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Merrill Lynch & Co., Inc.
(On behalf of Merrill Lynch Investment Managers ("MLIM")
MASTER SMALL CAP VALUE TRUST
ITEM 2 (b) Address of Principal Business Office or, if none, Residence:
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Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Investment Managers ("MLIM"))
World Financial Center, North Tower
250 Vesey Street
New York, NY 10381
MASTER SMALL CAP VALUE TRUST
800 Scudders Mill Road
Plainsboro, NJ 08536
ITEM 2 (c) Citizenship:
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See Item 4 of Cover Pages
ITEM 2 (d) Title of Class Securities:
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Common Stock
ITEM 2 (e) CUSIP NUMBER:
Page 5 of 8
See Cover Page
ITEM 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
13d-2(c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a) (6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a) (19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act of 1940,
(e) [X] Investment Adviser in accordance with Rule 13d-1(b) (1) (ii) (E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b) (ii) (F),
(g) [X] Parent Holding Company or Control Person in accordance with
Rule 13d-1(b) (ii) (G); see Item 7,
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813),
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c) (14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b) (1) (ii) (J).
ITEM 4 Ownership
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(a) Amount Beneficially Owned:
See Item 9 of Cover Pages.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover pages
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover pages
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover pages
Page 6 of 8
ITEM 5 Ownership of Five Percent or Less of a Class.
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If this statment 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: [ ]
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.
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Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.
Merrill Lynch Investment Managers ("MLIM") is an operating division
of ML&Co.'s indirectly owned asset management subsidiaries. Certain of
these subsidiaries hold certain shares of the security which is the
subject of this report. (See Item 7).
ITEM 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
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Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.
Merrill Lynch Investment Managers ("MLIM") is an operating division
of ML&Co. consisting of ML&Co.'s indirectly-owned asset management
subsidiaries. The following asset management subsidiaries hold certain
shares of the common stock, which is the subject of this 13G filing:
FAM D/B/A MERCURY ADVISORS (SUB)
FUND ASSET MANAGEMENT, L.P.
MERRILL LYNCH INVESTMENT MANAGERS, L.P.
ITEM 8 Identification and Classification of Members of the Group.
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Not Applicable
ITEM 9 Notice of Dissolution of Group.
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Not Applicable
ITEM 10 Certification
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By signing below each of the undersigned certifies that, to the best
Of their 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 such securities and
were not acquired and are not held in connection with or as a participant
Page 7 of 8
in any transaction having such purpose or effect.
Signature.
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After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: January 09, 2003
Merrill Lynch & Co, Inc.
(on behalf of Merrill Lynch Investment Managers ("MLIM"))
/s/ Thomas D. Jones, III
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Name: Thomas D. Jones, III
Title: Attorney-In-Fact*
MASTER SMALL CAP VALUE TRUST
/s/ Thomas D. Jones, III
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Name: Thomas D. Jones, III
Title: Attorney-In-Fact*
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*Signed pursuant to a power of attorney, dated January 25, 1999, included
as Exhibit B to Schedule 13G filed with the Securities and Exchange
Commission by Merrill Lynch & Co, Inc. (on behalf of Merrill Lynch
Asset Management Group ("AMG")) - now known as Merrill Lynch Investment
Managers ("MLIM")
**Signed pursuant to a power of attorney, dated January 21, 2000, included
as Exhibit B to Schedule 13G filed with the Securities and Exchange
Commission by Merrill Lynch & Co, Inc. (on behalf of Merrill Lynch
Asset Management Group ("AMG")) - now known as Merrill Lynch Investment
Managers ("MLIM")
Page 8 of 8
EXHIBIT A
Merrill Lynch Investment Managers ("MLIM") of ML&Co. is comprised of the
following legal entities: Merrill Lynch Investment Managers, L.P. ("MLIMLP"),
doing business as Merrill Lynch Investment Managers; QA Advisers, LLC ("QA")
doing business as Merrill Lynch Investment Managers Quantitative Advisers;
Fund Asset Management, L.P., doing business as Fund Asset Management ("FAM");
Merrill Lynch Asset Management U.K. Limited ("MLAM UK"); Merrill Lynch
(Suisse) Investment Management Limited ("MLS"); Merrill Lynch Investment
Managers International Limited ("MLIMI"); Merrill Lynch Investment Managers,
Ltd. Merrill Lynch Investment Managers (Asia Pacific Limited); Merrill Lynch
Investment Managers Limited (Australia); Merrill Lynch Investment Managers
(Isle of Man) Limited; Merrill Lynch Investment Managers Asia Limited; Merrill
Lynch Investment Managers Kapitalanlagegesellschaft MBH; Munich London
Investment Management, Ltd.; Merrill Lynch Investment Managers Ltda.; Merrill
Lynch Investment Managers Japan Limited; Merrill Lynch Investment Managers
Canada, Inc.; DSP Merrill Lynch Asset Management(India) Limited; PT Merrill
Lynch Indonesia; Merrill Lynch Phatra Securities Co., Ltd.; Merrill Lynch
Global Asset Management, Limited; Merrill Lynch Investment Managers Channel
Islands Limited; Mercury Asset Management International Channel Islands Limited
("MAMCI"); Grosvenor Venture Managers Limited; and Merrill Lynch Fund
Managers Limited. Each of MLIM LP, FAM, MLAM UK, MAMCI, QA, MLS, and MLIMI is
an investment adviser registered under Section 203 of the Investment Advisers
Act of 1940, which acts as investment adviser operating under the laws of a
jurisdiction other than the United States. The investment advisers that
comprise MLIM exercise voting and investment powers over portfolio securities
independently from other direct and indirect subsidiaries of ML&Co.