SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Costar Group Inc.
(Name of Issuer)
Common Stock (Par Value $.01)
(Title of Class of Securities)
22160N109
(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:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Check the following box if a fee is being paid with this statement [ ]. A fee
is not required only if the filing 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
there to reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7).
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).
1. NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Brown Capital Holdings Incorporated ("BCHI")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
BCHI is a Maryland Corporation.
5 SOLE VOTING POWER 793254 shares
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0 shares
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 890386 shares
PERSON WITH
8 SHARED DISPOSITIVE POWER 0 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
890916 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12. TYPE OF REPORTING PERSON
BCHI - HC
Item 1(a). Name of Issuer:
Costar Group Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
2 Bethesda Metro Center, Bethesda, MD 20814-5388
Item 2(a). Name of Person Filing:
BCHI
Item 2(b). Address of Principal Business Office:
901 South Bond Street, Suite 400
Baltimore, Maryland 21231
Item 2(c). Citizenship:
BCHI is a Maryland Corporation.
Item 2(d). Title of Class of Securities:
Common Stock (Par Value $.01) of Costar Group Inc.
Item 2(e). CUSIP Number: 22160N109
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(g) [x] A parent holding company or control person in accordance with section
240.13d-1(b)(1)(ii)(G)
Item 4. Ownership:
(a) Amount of Beneficially Owned: 890916 shares
(b) Percent of Class: 5.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 793254 shares
(ii) Shared power to vote or to direct the vote: 0 shares
(iii) Sole power to dispose or to direct the disposition of: 890386 shares
(iv) Shared power to dispose or to direct the disposition of: 0 shares
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.
The securities as to which this Schedule is filed by BCHI, in its capacity
as a parent holding company, are as follows: 181,036 shares, or 1.0% of
the total shares outstanding of Costar Group Inc., owned by clients of Brown
Investment Advisory and Trust Company ("BIATC"), a Bank as defined
in Section 3(a)(6) of the Act; and 709,880, or 4.1% of the total shares
outstanding of Costar Group Inc, owned by clients of Brown Investment
Advisory Incorporated, an Investment Advisor registered under
section 203 of the Investment Advisers Act of 1940 and a wholly-owned
subsidiary of BIATC. Those clients have the right to receive, or the
power to direct the receipt of, dividends from, or the proceeds from
the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person.
This Schedule is being filed pursuant to Rule 13d-1(b)(1)(ii)(G).
Refer to Exhibit A.
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 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.
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.
Date: As of December 31, 2003
Signature: Brown Capital Holdings Incorporated
By: /S/ David M. Churchill
Title: Treasurer
Joint Filing Agreement
----------------------------
Each party signing below agrees that this statement is submitted as a joint
filing on behalf of the undersigned.
Date: As of December 31, 2003
Signature: Brown Investment Advisory and Trust Company
By: /S/ Patrick Ventura
Title: Principal
Date: As of December 31, 2003
Signature: Brown Investment Advisory Incorporated
By: /S/ Patrick Ventura
Title: Principal
Exhibit A
Pursuant to the instructions in Item 7 of this Schedule 13G, the identity and
the Item 3 classification of the relevant subsidiaries are: BIATC, a Bank as
defined in Section 3(a)(6) of the Act; and Brown Investment Advisory
Incorporated, an Investment Advisor registered under section 203 of the
Investment Advisers Act of 1940 and a wholly-owned subsidiary of BIATC.