SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ___1___)*
1-800-FLOWERS.COM, Inc.
(Name of Issuer)
Class A Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
68243Q106
--------------------------------------------------------------------------------
(CUSIP Number)
12/31/2003
--------------------------------------------------------------------------------
(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)
*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 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. 68243Q106 13G PAGE 2 OF 5 PAGES
--------------------------------------------------------------------------------
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Munder Capital Management
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Citizenship or Place of Organization
State of Delaware
--------------------------------------------------------------------------------
Number of
5 Sole Voting Power
Shares
1,590,063
-----------------------------------------------------
Beneficially 6 Shared Voting Power
0
Owned by -----------------------------------------------------
7 Sole Dispositive Power
Each 1,590,063
-----------------------------------------------------
Reporting 8 Shared Dispositive Power
Person With 0
--------------------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,590,063
--------------------------------------------------------------------------------
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
(See Instructions)
--------------------------------------------------------------------------------
11 Percent of Class Represented by Amount in Row (9)
5.5%
--------------------------------------------------------------------------------
12 Type of Reporting Person (See Instructions)
IA
--------------------------------------------------------------------------------
CUSIP NO. 68243Q106 13G PAGE 3 OF 5 PAGES
Item 1.
(a) Name of Issuer:
1-800-FLOWERS.COM, Inc.
(b) Address of Issuer's Principal Executive Offices:
1-800-FLOWERS.COM, Inc.
1600 Stewart Avenue
Westbury, New York 11590
Item 2.
(a) Name of Person Filing:
Munder Capital Management ("Munder")
(b) Address of Principal Business Office:
Munder Capital Center
480 Pierce Street
Birmingham, MI 48009
(c) Citizenship:
Munder is a general partnership formed under the laws of the
State of Delaware
(d) Title of Class of Securities:
Class A Common Stock
(e) CUSIP Number:
68243Q106
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
/X/ (e) an investment adviser in accordance with Rule13d-1 (b)(1)(ii)(E)
CUSIP NO. 68243Q106 13G PAGE 4 OF 5 PAGES
Item 4. Ownership
(a) Amount Beneficially Owned:
1,590,063 shares (the "Common Stock")
(b) Percent of Class
5.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
1,590,063
(ii) shared power to vote or direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
1,590,063
(iv) shared power to dispose or direct the disposition of:
0
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
While Munder is the beneficial owner of the shares of Common
Stock of the Company, Munder is the beneficial owner of such
stock on behalf of numerous clients who have the right to
receive and the power to direct the receipt of dividends from,
or the proceeds of the sale of, such Common Stock. No such
client has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
more than 5% of the Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
Not Applicable.
CUSIP NO. 68243Q106 13G PAGE 5 OF 5 PAGES
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 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.
MUNDER CAPITAL MANAGEMENT,
a Delaware general partnership
By: /s/ Mary Ann C. Shumaker
Dated: 2/13/2004 Its: Associate General Counsel