COOPER COMPANIES INC, DEF 14A, 1994-08-11

COOPER COMPANIES INC
DEF 14A, 1994-08-11
OPHTHALMIC GOODS

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________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

SCHEDULE 14-A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
------------------------

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

-----------------------------

THE COOPER COMPANIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

-----------------------------

THE COOPER COMPANIES, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)

-----------------------------

Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(1), or 14a-6(i)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration number, or the Form
or Schedule and the date of its filing.
------------------------

<TABLE>
<S> <C>
(1) Amount Previously Paid: None.
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
</TABLE>

________________________________________________________________________________

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[LOGO]

August 9, 1994

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
The Cooper Companies, Inc. (the 'Company') scheduled to be held on September 13,
1994, at 10:00 A.M., eastern daylight savings time, at The Radisson Hotel, 401
South Van Brunt Street, Englewood, New Jersey 07631. The Notice of Annual
Meeting of Stockholders, a Proxy Statement, a proxy card and return envelope,
the Company's Annual Report for the fiscal year ended October 31, 1993 and the
Company's Quarterly Report on Form 10-Q for the fiscal quarter and six months
ended April 30, 1994 accompany this letter.

At the Annual Meeting, stockholders will be asked to elect a Board of seven
directors to serve for the forthcoming year. Mark A. Filler, Michael H.
Kalkstein, Donald Press, Steven Rosenberg, Allan E. Rubenstein, M.D. and Mel
Schnell were each elected or re-elected to the Board by the Company's
stockholders at the 1993 Annual Meeting. A. Thomas Bender, the Company's
Executive Vice President and Chief Operating Officer, was elected to the Board
in May 1994. A biographical description of each of the seven nominees is set
forth in the section of the Proxy Statement entitled 'Election of Directors.'

I hope you have the opportunity to join us at the Annual Meeting.

Sincerely,
ALLAN E. RUBENSTEIN, M.D.
ALLAN E. RUBENSTEIN, M.D.
Chairman of the Board

<PAGE>
THE COOPER COMPANIES, INC.
ONE BRIDGE PLAZA
FORT LEE, NEW JERSEY 07024
TEL: (201) 585-5100

------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

------------------------
To the Stockholders of
THE COOPER COMPANIES, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of The Cooper Companies,
Inc., a Delaware corporation (the 'Company'), will be held on September 13,
1994, at 10:00 A.M., eastern daylight savings time, at The Radisson Hotel, 401
South Van Brunt Street, Englewood, New Jersey 07631, for the purpose of
considering and acting upon the following:

1. The election of a Board of seven directors.

2. The ratification of the appointment of KPMG Peat Marwick as
independent certified public accountants of the Company for the fiscal year
ending October 31, 1994.

3. The transaction of such other business as may properly come before
the meeting or any adjournments thereof.

Only stockholders of record at the close of business on August 2, 1994 will
be entitled to notice of and to vote at the meeting and any adjournments
thereof.

Enclosed with this Notice are a Proxy Statement, a proxy card and return
envelope, the Company's Annual Report for the fiscal year ended October 31, 1993
and the Company's Quarterly Report on Form 10-Q for the fiscal quarter and six
months ended April 30, 1994.

All stockholders are cordially invited to attend the meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD
AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.

By Order of the Board of Directors
ALLAN E. RUBENSTEIN, M.D.
ALLAN E. RUBENSTEIN, M.D.
Chairman of the Board

Dated: August 9, 1994

<PAGE>
August 9, 1994

THE COOPER COMPANIES, INC.
ONE BRIDGE PLAZA
FORT LEE, NEW JERSEY 07024
------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 13, 1994
------------------

INFORMATION REGARDING PROXIES

The accompanying proxy card is solicited by and on behalf of the Board of
Directors of The Cooper Companies, Inc. (the 'Company') for use at the Annual
Meeting of Stockholders to be held on September 13, 1994, at 10:00 A.M., eastern
daylight savings time, at The Radisson Hotel, 401 South Van Brunt Street,
Englewood, New Jersey 07631, and at any adjournments or postponements thereof.
This Proxy Statement and the accompanying proxy card are first being mailed to
stockholders on or about August 11, 1994.

When a proxy card in the form enclosed with this Proxy Statement is
returned properly executed, the shares represented thereby will be voted at the
Annual Meeting in accordance with the directions indicated thereon. If a proxy
card is properly executed but no directions are indicated, the shares will be
voted in accordance with the recommendations of the Board of Directors FOR each
of the nominees for director as shown on the form of proxy card and FOR the
ratification of the appointment of KPMG Peat Marwick as the Company's
independent certified public accountants for the fiscal year ending October 31,
1994. The Board of Directors does not know of any other business to come before
the Annual Meeting. If any other matters, however, should properly come before
the Annual Meeting or any adjournment or postponement thereof for which specific
authority has not been solicited from the stockholders, then, to the extent
permissible by law, the persons voting the proxies will use their discretionary
authority to vote thereon in accordance with their best judgment. A stockholder
who executes and returns the enclosed proxy card may revoke it at any time prior
to its exercise by giving written notice of such revocation to the Secretary of
the Company, by executing a subsequently dated proxy card or by voting in person
at the Annual Meeting. Attendance at the Annual Meeting by a stockholder who has
executed and returned a proxy card does not alone revoke such proxy.

The cost of solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by use of the mail, officers, directors
and other employees of the Company, acting on its behalf, may solicit proxies by
telephone, telegraph, facsimile or personal interview. Also, the Company has
retained D.F. King & Co., Inc. to aid in the solicitation of proxies, for which
the Company will pay a fee of $10,000, plus reasonable expenses. The Company
will, at its expense, request brokers and other custodians, nominees and
fiduciaries to forward proxy soliciting material to the beneficial owners of
shares held of record by such persons.

OUTSTANDING STOCK AND VOTING RIGHTS

As of the close of business on August 2, 1994, the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting, there were outstanding 30,426,903 shares of the Company's common stock,
$.10 par value per share, each of which is entitled to one vote at the Annual
Meeting. Under the Company's By-laws and Delaware law, shares represented by
proxies that reflect abstentions or 'broker non-votes' (i.e., shares held by a
broker or nominee which are represented at the meeting, but with respect to
which such broker or nominee is not empowered to vote on a particular proposal)
will be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Directors will be elected by a favorable
vote of a plurality of the shares of common stock present and entitled to vote,
in person or by proxy, at the Annual Meeting. Abstentions as to the election of
directors will not effect the election of the candidates receiving the plurality
of

<PAGE>
votes. Each other proposal to come before the Annual Meeting requires the
approval of a majority of shares present in person or represented by proxy at
the Annual Meeting and entitled to vote on such proposal. Abstentions as to such
proposals will have the same effect as votes against such proposal. Shares
represented by proxies that reflect broker non-votes (if any), however, will be
treated as not entitled to vote for purposes of determining approval of any such
proposal and will not have any effect on the outcome of such matter.

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Company's By-laws provide for no fewer than six and no more than eleven
directors, as determined by the Board of Directors. The Board has fixed the
number of directors to be elected at the 1994 Annual Meeting at seven, each to
serve until the next Annual Meeting of Stockholders and until his successor is
duly elected and qualified. The Board of Directors recommends that each of the
nominees for director described below be elected to serve as a director of the
Company. All nominees have consented to be named and have indicated their
intention to serve if elected. The Board of Directors does not expect that any
nominee will be unavailable for election or unable to serve. If for any reason
any nominee should not be available for election or able to serve as a director,
the accompanying proxy will be voted for the election of such other person, if
any, as the Board of Directors may designate.

THE NOMINEES

Each of the Board's seven nominees for election as directors currently
serves on the Board of Directors. One of the seven directors, A. Thomas Bender,
the Company's Executive Vice President and Chief Operating Officer, was elected
to the Board in May 1994. Two of the seven directors, Steven Rosenberg and Mel
Schnell, were first elected as directors at the 1993 Annual Meeting at the
request of the Company's largest stockholder, Cooper Life Sciences, Inc.
('CLS'), pursuant to the terms of a settlement agreement dated June 14, 1993
between the Company and CLS. One director, Donald Press, first became a director
on August 10, 1993, also at the request of CLS. For information with respect to
that settlement agreement and certain contractual rights and obligations of CLS
pertaining to the transfer and voting of shares of the Company's common stock
and the composition of the Board of Directors, see 'Certain Relationships and
Related Transactions -- Agreements and Transactions with CLS.' The names of the
nominees for election as directors are listed below, together with certain
personal information, including the present principal occupation and recent
business experience of each nominee.

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<TABLE>
<CAPTION>
YEAR
COMMENCED
SERVING
AS
A
DIRECTOR
NAME, PRINCIPAL OCCUPATION OF THE
AND OTHER DIRECTORSHIPS AGE COMPANY
- - ---------------------------------------------------------------------------------------------- --- ---------
<S> <C> <C>
Michael H. Kalkstein.......................................................................... 52 1992
Mr. Kalkstein has been a partner in the law firm of Berliner* Cohen since 1983. He has
been on the Board of Trustees of Opera San Jose since 1984 and has served as its
President since 1992. Mr. Kalkstein was a member of the Mayor's Task Force on Arts 2020
in San Jose, California and a member of the Governor of California's Special Task Force
to implement the Agricultural Labor Relations Act.
Donald Press.................................................................................. 61 1993
Mr. Press has served as the Executive Vice President of Broadway Management Co., Inc. (an
owner and manager of commercial office buildings) since 1981. Mr. Press, an attorney, is
also a principal in Donald Press, P.C. (a law firm) located in New York City.
Steven Rosenberg.............................................................................. 46 1993
Mr. Rosenberg has been the Vice President and Chief Financial Officer of CLS (a mortgage
banker) since 1990. From September 1987 through April 1990, Mr. Rosenberg served as
President and Chief Executive Officer of Scomel Industries Inc. (an international
marketing and consulting group).
Allan E. Rubenstein, M.D...................................................................... 49 1992
Dr. Rubenstein has been the Chairman of the Board of Directors of the Company since July
1994. He served as the Acting Chairman of the Board from April 1993 to June 1994. Dr.
Rubenstein is President of MTC Imaging Services, Inc. (a medical imaging company,
founded by him in 1981, providing radiologic equipment to hospitals and physicians'
offices). Dr. Rubenstein is certified by the American Board of Psychiatry and Neurology
and by the American Society for Neuroimaging. He has been on the faculty of the
Department of Neurology at Mt. Sinai School of Medicine in New York City since 1976, and
currently is Associate Professor and Director of the Mt. Sinai Neurofibromatosis
Research and Treatment Center. Dr. Rubenstein has authored two books on
neurofibromatosis and is Medical Director for the National Neurofibromatosis Foundation
Mel Schnell................................................................................... 49 1993
Mr. Schnell is a Senior Partner in Mel Schnell & Co. and Chairman of the Board of Melroc
Corporation (futures, options and commodities trading companies), positions he has held
for more than 20 years; he has served as Vice-Chairman of the New York Commodities
Exchange since March 1988 and as the President and Director of CLS (a mortgage banker)
since 1989. Mr. Schnell is also a director of Andover Togs, Inc.
</TABLE>

Messrs. Schnell and Rosenberg are brothers-in-law. There are no other
family relationships (whether by blood, marriage or adoption) among any of the
Company's current directors or executive officers or the Board's proposed
nominees.

The business addresses of the nominees are: A. Thomas Bender, CoastVision,
Inc., 18368 Enterprise Lane, Huntington Beach, CA 92648; Mark Filler, Prism
Mortgage Company, 350 West Hubbard Street, Suite 222, Chicago, IL 60610; Michael
Kalkstein, Esq., Berliner*Cohen, Ten Almaden Boulevard, San Jose, CA 95113;
Donald Press, Esq., Broadway Management Co., Inc., 39 Broadway, New York, NY
10038; Steven Rosenberg, Cooper Life Sciences, Inc., 160 Broadway, New York, NY
10038; Allan Rubenstein, M.D., MTC Imaging Services, Inc., 177 East 87th Street,
New York, NY 10128 and Mel Schnell, Mel Schnell & Co., 6 Maiden Lane, New York,
NY 10038.

BOARD COMMITTEES, MEETINGS AND COMPENSATION

The Company currently has five active committees of the Board:

(i) The Management Committee, formed in November 1992, consults with
and oversees the activities of the Chief Operating Officer. The members are
Mr. Filler, Dr. Rubenstein and Mr. Schnell.

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(ii) The Audit and Finance Committee advises and makes recommendations
to the Board of Directors concerning (a) the appointment of independent
auditors for the Company, (b) matters relating to the activities of the
independent auditors and (c) the financial, investment and accounting
procedures and practices followed by the Company, and may administer
certain of the Company's compensation plans. The members are Messrs.
Feghali (who is not running for re-election), Filler and Rosenberg.

(iii) The Compensation Committee advises and makes recommendations to
the Board of Directors regarding matters relating to the compensation of
directors, officers and senior management and the Company's various
incentive plans. The members are Messrs. Filler, Kalkstein and Schnell.

(iv) The Special Litigation Committee consults with the Company's
legal staff and its outside attorneys on matters relating to the indictment
filed against the Company by the United States Attorney as well as the
related litigation brought by the Securities and Exchange Commission and
the derivative cases filed on the Company's behalf, all of which are
described below under 'Litigation.' The members are Messrs. Filler,
Kalkstein, Press, Rosenberg and Schnell and Dr. Rubenstein.

(v) The Nominating Committee selects individuals who will be nominated
for election to the Company's Board of Directors. The members are Messrs.
Filler, Kalkstein and Schnell and Dr. Rubenstein. The Nominating Committee
will consider suggestions from stockholders for nominees for election as
directors at the 1995 Annual Meeting if such recommendations are made in
accordance with the procedure described below under 'Stockholder
Nominations and Proposals.'

Two subcommittees of the Special Litigation Committee were also established
to oversee developments in certain litigation matters. In addition, several
administrative committees exist for the purpose of administering the Company's
1988 Long Term Incentive Plan, the 401(k) Plan, the Retirement Income Plan and
the 1990 Restricted Stock Plan for Non-Employee Directors.

During the fiscal year ended October 31, 1993, the Board met 11 times and
acted once by written consent, the Management Committee met 12 times, the Audit
and Finance Committee met three times, the Compensation Committee met 16 times,
and the Nominating Committee met once. The Special Litigation Committee was not
formed until fiscal 1994. Each director attended (or participated in by
telephone) more than 75% of the total number of meetings held by the Board and
all committees of the Board on which he served (during the periods that he
served).

For a description of compensation paid to Directors, see 'Executive
Compensation -- Compensation of Directors.'

SECTION 16(A) COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires the Company's officers, directors and persons owning
more than ten percent of a registered class of the Company's equity securities
to file reports of ownership and changes in ownership of all equity and
derivative securities of the Company with the Securities and Exchange Commission
(the 'SEC'), The New York Stock Exchange, Inc. and the Pacific Stock Exchange
Incorporated. The SEC regulations also require that a copy of all such Section
16(a) forms filed be furnished to the Company by the officers, directors and
greater than ten-percent shareholders.

Based solely on a review of the copies of such forms and amendments thereto
received by the Company, or on written representations from the Company's
officers and directors that no Forms 5 were required to be filed, the Company
believes that during 1993 all Section 16(a) filing requirements applicable to
its officers, directors and beneficial owners of more than ten percent of the
common stock were met.

LITIGATION

On November 10, 1992, the Company was charged in an indictment (the
'Indictment'), filed in the United States District Court for the Southern
District of New York, with violating federal criminal laws,

<PAGE>
including mail and wire fraud statutes, in connection with an alleged 'trading
scheme' by Gary A. Singer, a former Co-Chairman of the Company (who went on a
leave of absence on May 28, 1992 begun at the Company's request, and who
subsequently resigned on January 20, 1994), and others, allegedly including G.
Albert Griggs, Jr., a former analyst with The Keystone Group, Inc., and John D.
Collins II, to 'frontrun' high yield bond purchases by the Keystone Custodian
Funds, Inc., a group of mutual funds. The Company was named as a defendant in 10
counts. Gary Singer was named as a defendant in 24 counts, including violations
of the Racketeer Influenced and Corrupt Organizations Act and the mail and wire
fraud statutes (including defrauding the Company by virtue of the 'trading
scheme,' by, among other things, transferring profits on trades of bonds from
the Company to members of his family during fiscal 1991), money laundering,
conspiracy, and aiding and abetting violations of the Investment Advisers Act of
1940, as amended (the 'Investment Advisers Act'), by an investment advisor. On
January 13, 1994, the Company was found guilty of six counts of mail fraud and
one count of wire fraud based upon Mr. Singer's conduct, but acquitted of
charges of conspiracy and aiding and abetting violations of the Investment
Advisers Act. Mr. Singer was found guilty on 21 counts. One count against Mr.
Singer and the Company was dismissed at trial and two counts against Mr. Singer
relating to forfeiture penalties were resolved by stipulation between the
government and Mr. Singer. Mr. Singer's attorney has advised the Company that
Mr. Singer intends to appeal his conviction. Although the Company may be
obligated under its Certificate of Incorporation to advance the costs of such
appeal, the Company and Mr. Singer have agreed that Mr. Singer will not request
such advances, but that he will reserve his rights to indemnification in the
event of a successful appeal. The Company was sentenced on July 15, 1994, at
which time it was ordered to make restitution to Keystone Custodian Funds, Inc.
of $1,310,166 within 30 days of such date. In addition, the Company was ordered
to pay a non-interest bearing fine over the next three years in the amount of
$1,831,568.

Also on November 10, 1992, the SEC filed a civil Complaint for Permanent
Injunction and Other Equitable Relief (the 'SEC Complaint') in the United States
District Court for the Southern District of New York against the Company, Gary
A. Singer, Steven G. Singer (presently on leave of absence from the positions of
Executive Vice President and Chief Operating Officer, and Gary Singer's brother)
and, as relief defendants, certain persons related to Gary and Steven Singer and
certain entities in which they and/or those related persons have an interest.
The SEC Complaint alleges that the Company and Gary and Steven Singer violated
various provisions of the Exchange Act, including certain of its antifraud and
periodic reporting provisions, and aided and abetted violations of the
Investment Company Act and the Investment Advisers Act in connection with the
trading scheme described in the immediately preceding paragraph. The SEC
Complaint further alleges, among other things, federal securities law violations
(i) by the Company and Gary Singer, in connection with an alleged manipulation
of the trading price of the Company's 10 5/8% Convertible Subordinated Reset
Debentures due 2005 (the 'Debentures') to avoid an interest rate reset allegedly
required on June 15, 1991 under the terms of the indenture governing the
Debentures, (ii) by Gary Singer in allegedly transferring profits on trades of
high yield bonds (including trades in the bonds which were the subject of
certain counts of the Indictment of which Mr. Singer was found guilty) from the
Company to members of his family and failing to disclose such transactions to
the Company, and (iii) by the Company in failing to disclose publicly on a
timely basis such transactions by Gary Singer. The SEC asks in the SEC Complaint
that the Company and Gary and Steven Singer be enjoined permanently from
violating the antifraud, periodic reporting and other provisions of the federal
securities laws, that they disgorge the amounts of the alleged profits received
by them pursuant to the alleged frauds (stated in the SEC's Litigation Release
No. 13432 announcing the filing of the SEC Complaint as being $1,296,406,
$2,323,180 and $174,705, respectively), plus interest, and that they each pay
civil monetary damages. The SEC Complaint also seeks orders permanently
prohibiting Gary and Steven Singer from serving as officers or directors of any
public company and disgorgement from certain Singer family members and entities
of amounts representing the alleged profits received by such defendants pursuant
to the alleged frauds. In February 1993, the Court granted a motion staying all
proceedings in connection with the SEC Complaint pending completion of the
criminal case. On January 24, 1994, the Court lifted the stay and directed the
defendants to file answers to the SEC Complaint. On July 15, 1994, the Company
announced that it had completed negotiating a settlement agreement with the
enforcement staff of the SEC and that the staff would recommend to the
Commission that it approve the settlement. The agreement calls for the Company
to be permanently

<PAGE>
enjoined from violating the antifraud, periodic reporting and other provisions
of the federal securities laws and from employing any member of the Singer
family. The Company has agreed to disgorge $1,621,474 (consisting of $1,310,166
to Keystone Custodian Funds, Inc. and $311,308 relating to the interest rate
reset issue), and to pay a civil penalty in the amount of $1,150,000. The
agreement further provides, however, that the disgorgement will be reduced by
any restitution paid under the criminal sentencing and that the civil penalty
will be reduced by the amount of any fine imposed in the criminal proceeding. As
a result of such offsets, the Company will be required to pay to the SEC
$311,308 following final approval of the settlement agreement.

In light of the allegations in the Indictment and the SEC Complaint, the
Company's Board of Directors, at a meeting held on November 16, 1992, formed the
Management Committee consisting of three directors who were not employees of the
Company and were not directors at the time of the conduct alleged in the
Indictment and the SEC Complaint. See 'Board Committees, Meetings and
Compensation.' The Board of Directors also retained special counsel, to advise
it as to corporate governance matters, from a law firm which had not previously
represented the Company or any of its officers or directors.

The Company is also named as a nominal defendant in a purported shareholder
derivative action entitled Bruce D. Sturman v. Gary A. Singer, Steven G. Singer,
Brad C. Singer, Martin Singer, John D. Collins II, Back Bay Capital, Inc., G.
Albert Griggs, Jr., John and Jane Does 1-10 and The Cooper Companies, Inc.,
which was filed on May 26, 1992 in the Supreme Court of the State of New York,
County of New York. The plaintiff, Bruce D. Sturman, a former director and
officer of the Company, alleged that Gary A. Singer, as Co-Chairman of the Board
of Directors, and various members of the Singer family, caused the Company to
make improper payments to alleged third-party co-conspirators, Messrs. Griggs
and Collins, as part of the 'trading scheme' that was the subject of the
Indictment. The complaint requested that the Court order the defendants (other
than the Company) to pay damages and expenses to the Company, including
reimbursement of payments made by the Company to Messrs. Collins and Griggs, and
to disgorge their profits to the Company. Pursuant to its decision and order,
filed August 17, 1993, the Court dismissed this action under New York Civil
Practice Rule 327(a). On September 22, 1993, the plaintiff filed a Notice of
Appeal and the appeal currently is scheduled to be included in the Appellate
Division's December 1994 term.

The Company is also named as a nominal defendant in a shareholders
derivative action entitled Harry Lewis and Gary Goldberg v. Gary A. Singer,
Steven G. Singer, Arthur C. Bass, Joseph C. Feghali, Warren J. Keegan, Robert S.
Holcombe and Robert S. Weiss, which was filed on May 27, 1992 in the Court of
Chancery, State of Delaware, New Castle County. On May 29, 1992, another
plaintiff, Alfred Schecter, separately filed a derivative complaint in Delaware
Chancery Court that was essentially identical to the Lewis and Goldberg
complaint. Lewis and Goldberg later amended their complaint, and the Delaware
Chancery Court thereafter consolidated the Lewis and Goldberg and Schecter
actions as In re The Cooper Companies, Inc. Litigation, Consolidated C.A. 12584,
and designated Lewis and Goldberg's amended complaint as the operative complaint
(the 'First Amended Derivative Complaint'). The First Amended Derivative
Complaint alleges that certain directors of the Company and Gary A. Singer, as
Co-Chairman of the Board of Directors, caused or allowed the Company to be a
party to the 'trading scheme' that was the subject of the Indictment. The First
Amended Derivative Complaint also alleges that the defendants violated their
fiduciary duties to the Company by not vigorously investigating the allegations
of securities fraud. The First Amended Derivative Complaint requests that the
Court order the defendants (other than the Company) to pay damages and expenses
to the Company and certain of the defendants to disgorge their profits to the
Company. On October 16, 1992, the defendants moved to dismiss the First Amended
Derivative Complaint on grounds that such Complaint fails to comply with
Delaware Chancery Court Rule 23.1 and that Count III of the First Amended
Derivative Complaint fails to state a claim. The Company has been advised by the
individual directors named as defendants that they believe they have meritorious
defenses to this lawsuit and intend to defend vigorously against the allegations
in the First Amended Derivative Complaint.

On May 28, 1992, the Board of Directors suspended Bruce D. Sturman from his
position as Co-Chairman of the Board of Directors and thereafter, on July 27,
1992, voted to terminate Mr. Sturman's employment for Cause, as such term is
defined in his employment contract. The Company was named in

<PAGE>
an action entitled Bruce D. Sturman v. The Cooper Companies, Inc. and Does
1-100, Inclusive, first brought on July 24, 1992. On May 14, 1993, Mr. Sturman
filed a First Amended Complaint (the 'Amended Complaint') in the Superior Court
of the State of California, County of Alameda, Eastern Division, the
jurisdiction to which the original case had been transferred. In the Amended
Complaint, Mr. Sturman alleged that by first suspending and then terminating him
from his position as Co-Chairman, the Company breached his employment agreement,
violated provisions of the California Labor Code, wrongfully terminated him in
violation of public policy, breached its implied covenant of good faith and fair
dealing, defamed him, invaded his privacy and intentionally inflicted emotional
distress, and was otherwise fraudulent, deceitful and negligent. The Amended
Complaint seeks declaratory relief, damages in the amount of $5,000, treble and
punitive damages in an unspecified amount, and general, special and
consequential damages in the amount of at least $5,000,000. In March 1993, the
Court ordered a stay of all discovery in this action until further order of the
Court. On September 24, 1993, Mr. Sturman filed a Second Amended Complaint,
setting forth the same material allegations and seeking the same relief and
damages as set forth in the First Amended Complaint. The Company filed an
Answer, generally denying all of the allegations in the Second Amended
Complaint. In February 1994, the stay on discovery was lifted and trial was set
for October 21, 1994. In July 1994, Mr. Sturman filed a Third Amended Complaint,
adding as defendants Joseph C. Feghali, a director, and Robert S. Holcombe and
Robert S. Weiss, officers of the Company who were also directors at the time Mr.
Sturman was terminated. The Judge then imposed a stay on all discovery through
September 19, 1994 and postponed the trial date to December 16, 1994. While the
Company and Mr. Sturman have engaged in discussions intended to settle their
dispute, there can be no assurances that these negotiations will be successfully
concluded. Based on management's current knowledge of the facts and
circumstances surrounding Mr. Sturman's termination, the Company believes that
it has meritorious defenses to this lawsuit and intends to defend vigorously
against the allegations in the complaint, as amended.

In each of the matters described above, the Company paid, or is continuing
to pay in the case of ongoing matters, the costs of the defense of the officers
or directors named as defendants in accordance with Delaware law and the
Company's Certificate of Incorporation. As noted above, however, Gary Singer
will not ask the Company to advance any funds in connection with the appeal of
his conviction. Furthermore, if a determination is made by the Board of
Directors that Gary Singer is not entitled to indemnification of his legal
expenses, a claim will be made upon him to repay to the Company all expenses
paid on his behalf in connection with the Indictment and the SEC Complaint,
including attorneys' fees previously advanced by the Company pursuant to Section
145(a) of the Delaware Corporation Law.

<PAGE>
SECURITIES HELD BY MANAGEMENT

The following table sets forth information regarding ownership of the
Company's common stock by each of its current directors and nominees, by named
executive officers and by all of the current directors and executive officers as
a group.

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED AS OF
JUNE 30, 1994
--------------------------
NUMBER PERCENTAGE
NAME OF BENEFICIAL OWNER OF SHARES OF SHARES
-------------------------- --------- ----------
<S> <C> <C>
A. Thomas Bender................................................ 117,043(1) *
Joseph C. Feghali............................................... 5,000(2) *
Mark A. Filler.................................................. 5,300 *
Robert S. Holcombe.............................................. 62,591(3) *
Michael H. Kalkstein............................................ 6,000 *
Donald Press.................................................... 8,600(4) *
Steven Rosenberg................................................ 5,000 *
Allan E. Rubenstein............................................. 5,000 *
Mel Schnell..................................................... 5,000(5) *
Steven G. Singer................................................ 606,112(6) 2.0%
Robert S. Weiss................................................. 212,916(7) *
All current directors and executive officers as a group (15
persons)...................................................... 1,143,651(8) 3.8%
</TABLE>

- - ------------

* Less than 1%

(1) Includes 11,111 shares as to which Mr. Bender has sole voting power, but as
to which disposition is restricted pursuant to the terms of the Company's
1988 Long Term Incentive Plan (the 'LTIP') and 1,932 shares which could be
acquired upon the exercise of presently exercisable stock options.

(2) Does not include shares beneficially owned by Steven G. Singer, Mr.
Feghali's son-in-law, with respect to which Mr. Feghali disclaims beneficial
ownership. Mr. Feghali is not running for re-election to the Board of
Directors.

(3) Includes 33,333 shares as to which Mr. Holcombe has sole voting power, but
as to which disposition is restricted pursuant to the terms of the LTIP and
16,758 shares which could be acquired upon the exercise of presently
exercisable stock options.

(4) Includes 3,600 shares which could be acquired upon conversion of $18,000
principal amount of the Company's 10 5/8% Convertible Subordinated Reset
Debentures (convertible at the rate of $5.00 per share) owned directly by
Mr. Press or held in trusts for which he serves as trustee.

(5) Does not include 4,723,600 shares of common stock owned by CLS, or 3,450,000
shares issuable upon conversion of the Company's Series B Preferred Stock
owned by CLS. See 'Principal Securityholders' and 'Certain Relationships and
Related Transactions -- Agreements and Transactions with CLS.' Mr. Schnell
is the President and a director of CLS and also a major holder of the stock
of that company.

(6) Includes 182,611 shares as to which Mr. Singer has sole voting power, but as
to which disposition is restricted pursuant to the terms of the 1988 Long
Term Incentive Plan. Does not include shares owned by relatives of Mr.
Singer (including Mr. Feghali), as to which shares Mr. Singer disclaims
beneficial ownership. Mr. Singer and certain of his relatives have filed a
Report on Schedule 13D with respect to their holdings of common stock of the
Company. See 'Principal Securityholders'. Mr. Singer is currently on a leave
of absence pending final negotiation of a termination agreement between him
and the Company.

(7) Includes 33,333 shares as to which Mr. Weiss has sole voting power but as to
which disposition is restricted pursuant to the terms of the LTIP, 7,663
shares held on account for him under the

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)
Company's 401(k) Savings Plan and 10,000 shares which Mr. Weiss could
acquire upon the exercise of presently exercisable stock options.

(8) See Notes (1) through (7) for details with respect to such ownership.

PRINCIPAL SECURITYHOLDERS

The following table sets forth information regarding ownership of
outstanding shares of the Company's common stock by those individuals or groups
who have advised the Company that they own more than five percent (5%) of such
outstanding shares.

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
-----------------------
NUMBER OF PERCENTAGE
NAME OF BENEFICIAL OWNER SHARES OF SHARES
- - ------------------------------------------------------------------------------- --------- ----------
<S> <C> <C>
Cooper Life Sciences, Inc.(1).................................................. 8,173,600 24.2%
Group consisting of certain members of the Singer Family(2).................... 2,408,378 8.0%
</TABLE>

- - ------------

(1) Includes 4,723,600 shares of common stock of the Company which CLS (160
Broadway, New York, New York 10038) owns and has sole dispositive power
over, as reported in a report on Form 4, Statement of Changes in Beneficial
Ownership, dated August 3, 1994 and 3,450,000 shares of common stock into
which the shares of the Company's Series B Preferred Stock owned by CLS are
convertible. See 'Certain Relationships and Related
Transactions -- Agreements and Transactions with CLS.'

(2) The reporting group has filed Amendment No. 3, dated July 14, 1992, to its
Schedule 13D stating that it collectively owns 2,408,378 shares of the
Company's common stock. Each member of this group disclaims beneficial
ownership of all shares owned by members of the group except those held
directly by such member and his or her spouse and any of their minor
children, where relevant. The names and addresses reported are: Mr. Steven
G. Singer, 10 Loman Court, Cresskill, NJ 07626, Messrs. Brad C. and Gary A.
Singer and Jetmar Construction Corp., 25 Coligni Avenue, New Rochelle, NY
10801; Todd Singer and Tracey Singer, 118 Eisenhower Drive, Cresskill, NJ
07626; Karen Singer, Taryn Singer and Julian Singer, 113 Jackson Drive,
Cresskill, NJ 07626; and Norma Brandes (a relative), 20 Rock Ridge Circle,
New Rochelle, NY 10804.

All of the 345 issued and outstanding shares of the Company's Series B
Preferred Stock are owned by CLS.

<PAGE>
EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below shows compensation paid in or with respect to each of the
last three fiscal years to each person who served as the Company's chief
executive officer during fiscal 1993 and to the persons who were, as of October
31, 1993, the four most highly compensated executive officers of the Company.

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------------------- ---------------------------
AWARDS PAYOUTS
------------ -----------
SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(7) OPTIONS/SARS LTIP PAYOUTS COMPENSATION(6)
- - ------------------------ ---- -------- -------- --------------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Arthur C. Bass(1) ...... 1993 $ 90,963 -0- -0- -0- -0- -0-
Acting Chairman of the 1992 $174,500 -0- -0- -0- -0- -0-
Board
Allan E. 1993 $ 63,625(5) -0- -0- -0- $ 1,770 -0-
Rubenstein(2) ........
Chairman of the Board
A. Thomas Bender(3) .... 1993 $188,285 $128,034 -0- 10,000 $ 12,625 -0-
Executive Vice 1992 $185,450 $128,492 -0- 3,220(9) $ 7,080 -0-
President and Chief
Operating Officer
Robert S. Holcombe ..... 1993 $227,500 $ 11,375 N/A 23,940(9) $ 3,717 $ 651(10)
Senior Vice President 1992 $211,174(6) $ 39,600 N/A -0- -0- $ 362
and General Counsel 1991 $180,000 -0- N/A -0- $ 5,215 N/A
Steven G. Singer(4) .... 1993 $302,500 $118,906 N/A -0- -0- $ 1,791(10)
Executive Vice 1992 $324,674(6) -0- $98,459(8) -0- -0- $ 1,782
President and Chief 1991 $322,760(6) -0- N/A -0- $317,290 N/A
Operating Officer
Robert S. Weiss ........ 1993 $236,391(6) $ 10,319 N/A -0- $ 10,620 $ 447(10)
Senior Vice President, 1992 $210,000(6) $ 39,000 N/A -0- -0- $ 362
Treasurer and Chief 1991 $195,000 -0- N/A -0- -0- N/A
Financial Officer
</TABLE>

- - ------------

(1) Mr. Bass assumed the position of Acting Chairman of the Board in May 1992
and served until April 1993, when he resigned for medical reasons.

(2) Dr. Rubenstein became a Director of the Company in July 1992 and assumed
the position of Acting Chairman of the Board in April 1993. In July 1994,
Dr. Rubenstein was named as the Chairman of the Board.

(3) Mr. Bender became an executive officer of the Company in fiscal 1992. He
assumed the positions of Executive Vice President and Acting Chief
Operating Officer in March 1994 and became the Chief Operating Officer in
August 1994.

(4) Mr. Singer has been on a leave of absence from the positions of Executive
Vice President and Chief Operating Officer since March 29, 1994. The
Company and Mr. Singer are negotiating the terms of the termination of Mr.
Singer's employment.

(5) See' Executive Compensation -- Compensation of Directors' for a description
of compensation paid to non-employee directors.

(6) Includes directors' fees paid to: (i) Mr. Holcombe during a portion of
fiscal 1992, (ii) Mr. Singer during all of fiscal 1991 and a portion of
fiscal 1992 and (iii) Mr. Weiss during a portion of fiscal 1992 and all of
fiscal 1993.

(7) Information is not required to be disclosed if the value of perquisites
received does not exceed an amount equal to ten percent of such person's
annual salary and bonus. In addition, information for years prior to fiscal
1992 is not required to be disclosed.

(8) Amount received upon exercise of phantom stock units awarded under the
Company's 1988 Long Term Incentive Plan.

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)

(9) Consists of an option to purchase common stock issued in exchange for a
previously outstanding option. See the tables below entitled 'Option Grants
in Fiscal Year Ended October 31, 1993' and 'Ten Year Option Repricings'.

(10) Consists of a $200 contribution by the Company to a 401(k) account and
premiums on life insurance policies. The value of Mr. Singer's restricted
stock holdings at the end of fiscal 1993 (net of the consideration paid for
those shares) was $95,872.

OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1993

<TABLE>
<CAPTION>
% OF TOTAL OPTIONS
NUMBER OF SECURITIES GRANTED TO
UNDERLYING OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION GRANT DATE
NAME GRANTED(1) FISCAL YEAR PER SHARE DATE PRESENT VALUE(4)
- - --------------------------------- -------------------- ------------------ -------------- ------- -----------------
<S> <C> <C> <C> <C> <C>
Arthur C. Bass................... -0-
A. Thomas Bender................. 644(2) .2% $.56 6/24/99 $ 3.40
644(2) .2% $.56 6/24/99 $ 3.40
644(2) .2% $.56 6/24/99 $ 3.40
644(2) .2% $.56 6/24/99 $ 3.40
644(2) .2% $.56 6/24/99 $ 3.40
Robert S. Holcombe............... 9,576(3) 2.6% $.56 12/11/99 $158.00
3,591(3) 1.0% $.56 12/11/99 $ 59.25
3,591(3) 1.0% $.56 12/11/99 $ 59.25
3,591(3) 1.0% $.56 12/11/99 $ 59.25
3,591(3) 1.0% $.56 12/11/99 $ 59.25
Allan E. Rubenstein.............. -0-
Steven G. Singer................. -0-
Robert S. Weiss.................. -0-
</TABLE>

- - ------------

(1) These options were issued in exchange for previously issued options. See
'Executive Compensation -- Ten Year Option Repricings'.

(2) Twenty percent of the 3,220 share option became exercisable immediately, a
percentage equal to the percentage of the original option that had already
become exercisable. 644 shares became exercisable when the Average Price (as
defined in the Option Agreement) of a share of the Company's common stock
equalled or exceeded $1.00 and $1.50 per share, respectively. An additional
644 shares will become exercisable when the Average Price of a share of the
Company's common stock equals or exceeds $2.00 and $2.50, respectively,
assuming Mr. Bender is employed by the Company on such dates. Vesting could
be accelerated upon the occurrence of certain events relating to a change in
control of the Company.

(3) Forty percent of the 23,940 share option became exercisable immediately, a
percentage equal to the percentage of the original option that had already
become exercisable. 3,591 shares became exercisable when the Average Price
(as defined in the Option Agreement) of a share of the Company's common
stock equalled or exceeded $1.00 and $1.50 per share, respectively. An
additional 3,591 shares will become exercisable when the Average Price of a
share of the Company's common stock equals or exceeds $2.00 and $2.50,
respectively, assuming Mr. Holcombe is employed by the Company on such
dates. Vesting could be accelerated upon the occurrence of certain events
relating to a change in control of the Company.

(4) Calculated using the Minimum Value Option Pricing model and assuming a rate
of 7% on U.S. Treasury Bonds. Minimum Option Value per share equals the fair
market value of the Company's common stock on the date of grant (May 7,
1993 -- See the chart below entitled 'Ten-Year Option Repricings') less the
quotient of the option exercise price divided by the sum of one plus the
Treasury Bond interest rate raised to the power equal to the number of years
constituting the option term. The actual value, if any, of the options
(versus the hypothetical value set forth in the Grant

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)
Date Present Value column) will depend on the amount by which the fair
market value of the stock exceeds the exercise price on the date the option
is exercised.

AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
OCTOBER 31, 1993 AND FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES ACQUIRED OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END
NAME ON EXERCISE EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- - ------------------------------------------ --------------- -------------------------- -------------------------
<S> <C> <C> <C>
Arthur C. Bass............................ -0- 0/0 -0-
A. Thomas Bender.......................... -0- 644/2,576 $ 42/$167
Robert S. Holcombe........................ -0- 9,576/14,364 $622/$934
Allan E. Rubenstein....................... -0- 0/0 -0-
Steven G. Singer.......................... -0- 0/0 -0-
Robert S. Weiss........................... -0- 10,000/0 -0-
</TABLE>

TEN-YEAR OPTION REPRICINGS

<TABLE>
<CAPTION>
MARKET
NUMBER OF PRICE OF LENGTH OF ORIGINAL
SECURITIES STOCK EXERCISE PRICE OPTION TERM
UNDERLYING OPTIONS AT TIME OF AT TIME OF NEW EXERCISE REMAINING AT DATE
NAME DATE REPRICED REPRICING REPRICING PRICE OF REPRICING
- - ------------------------- --------- ------------------ ---------- -------------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Arthur C. Bass........... N/A
A. Thomas Bender......... 5/7/93(1) 3,220(2) $ .375 $ 2.63 $.56 6 1/6 years
Robert S. Holcombe....... 5/7/93(1) 23,940(3) $ .375 $ 2.60 $.56 6 years
5/7/93(1) 1,173(4) $ 3.75 $ 3.40 $.56 6 1/2years
Marisa F. Jacobs......... 5/7/93(1) 2,835(4) $ .375 $ 2.28 $.56 7 1/2 years
5/7/93(1) 5,180(4) $ .375 $ 2.75 $.56
Allan E. Rubenstein...... N/A
Steven G. Singer......... N/A
Robert S. Weiss.......... N/A
</TABLE>

- - ------------

(1) An option exchange program was adopted by the Compensation Committee of the
Company's Board of Directors on May 7, 1993. The price of a share of the
Company's common stock that day was $.375, and the exercise price of the new
options, which were issued in exchange for previously outstanding options,
was set at $.56 per share, a premium of approximately 50% over the market
price. The program was approved by the Company's 1988 Long Term Incentive
Plan Administrative Committee on May 18, 1993, when the price of the
Company's common stock was $.50 per share. On June 1, 1993, a letter was
sent to each option holder advising him of the option exchange program. On
that date, the price of a share of the Company's common stock was $.375.

(2) Issued in exchange for the forfeiture of an option to purchase up to 10,000
shares of the Company's common stock.

(3) Issued in exchange for the forfeiture of an option to purchase up to 45,000
shares of the Company's common stock.

(4) Issued in exchange for the forfeiture of options to purchase up to 2,500,
5,000 and 10,000 shares, respectively, of the Company's common stock.

The option exchange program was approved by the Compensation Committee as a
means of providing an incentive to all of the Company's option holders,
including the above-named individuals, at a time when options they had been
granted between 1989 and 1992 carried exercise prices significantly above the
market price of the Company's common stock. The option exchange program enabled
each option holder (at his election) to exchange that option for a new option,
exercisable for a smaller

<PAGE>
number of shares having an exercise price that, while above the then current
market price, was lower than the exercise price of the original option.

The number of shares covered by each replacement option was computed by
Towers Perrin, an independent nationally recognized compensation consulting
firm, using an option exchange ratio derived under the Black Scholes option
pricing model which took into account the number of shares which could be
acquired pursuant to the original option, the exercise price of the original
option, the then current market price of the Company's common stock and the
original option expiration date. Each person electing to participate exchanged
his original option for an option to purchase an individually calculated
percentage of the shares covered by his original option, ranging from 21% to 70%
of the shares he was then entitled to purchase. In addition, each participant
waived the provision in his original option agreement providing for the vesting
of the option and its cash-out upon the occurrence of the Change in Control (as
defined in the agreement) that arose out of the acquisition by CLS of shares of
the Company's Series B Preferred Stock and the approval by the stockholders, in
September 1993, of the conversion feature of said preferred stock. For a
description of the vesting terms of the new options, see the table above
entitled -- 'Option Grants in Fiscal Year Ended October 31, 1993'.

THE COMPENSATION COMMITTEE
MARK A. FILLER
MICHAEL H. KALKSTEIN
MEL SCHNELL

RETIREMENT INCOME PLAN

The Company's Retirement Income Plan was adopted in December 1983. All
employees of the Company and its participating subsidiaries who work at least
1,000 hours per year are eligible to become members of the plan. For services
performed after December 31, 1988, members are entitled to an annual retirement
benefit equal to .6% of base annual compensation up to $10,000 and 1.2% of base
annual compensation which exceeds $10,000 but is not in excess of $200,000 for
each year of service. For service prior to January 1, 1989, members are entitled
to an annual retirement benefit equal to .75% of base annual compensation up to
the Social Security Wage Base in effect that year and 1.5% of base annual
compensation in excess of the Social Security Wage Base for each year of
service.

The estimated annual benefits payable under this plan upon retirement (at
the normal retirement age of 65) for Messrs. Bender, Holcombe, Singer and Weiss
are approximately $23,000, $39,000, $98,000 and $63,000, respectively. The
amount indicated for Mr. Holcombe does not reflect the impact of the additional
years of service that will be attributed to him (see 'Executive
Compensation -- Contracts'). Mr. Bass was not, and Dr. Rubenstein is not, a
participant in the plan.

CONTRACTS

Arthur C. Bass assumed the position of Acting Chairman of the Board on May
29, 1992. His compensation was initially set at $30,000 per month. In September
1992, when Mr. Bass reduced his participation in the Company's daily affairs,
his compensation was reduced to $15,000 per month. Mr. Bass remained in office
until April 13, 1993, when he resigned for medical reasons. The Company had
agreed to bear the cost of the insurance premiums required to continue Mr. Bass'
health insurance coverage under COBRA for a period of 18 months following his
resignation. That obligation ceased in August 1993, following the death of Mr.
Bass.

Steven G. Singer is a party to an employment agreement with the Company
which, although executed in August 1991, was retroactive to March 9, 1990. The
agreement, which remains effective until terminated by either Mr. Singer or the
Company, provides for Mr. Singer to receive a cash salary (see the Summary
Compensation Table above) and provided for him to receive 313,170 shares of
restricted stock under the LTIP. If Mr. Singer's employment with the Company is
terminated by him with Good Reason or by the Company without Cause (as each of
such capitalized terms is defined in

<PAGE>
the employment agreement), the agreement, prior to the 1993 amendment described
below, provided that all remaining restrictions on the restricted shares would
be removed. The agreement also provides that, following such a termination of
Mr. Singer's employment, his participation in the Company's various insurance
programs (including payment by the Company of premiums on term life insurance
payable to beneficiaries named by the insured) would continue for a period of
three years from the date of termination, along with the right to use a Company
car, Company offices and secretarial services and that he would be entitled to
receive a pro rata share of any amount that would be payable to him under the
Company's Incentive Payment Plan based on the number of months worked during the
fiscal year in which his employment terminates.

On June 2, 1993, Mr. Singer and the Company entered into a letter agreement
amending his employment agreement. Mr. Singer waived all provisions providing
that his shares of restricted stock would vest following any termination of his
employment or any Change in Control or Potential Change in Control (as such
terms are defined in his employment agreement) and consented to the deletion of
a Change in Control and Potential Change in Control as events enabling Mr.
Singer to terminate his employment with Good Reason. The Company agreed that if
Mr. Singer is terminated without Cause or if he should terminate his employment
with Good Reason, in lieu of the vesting of his restricted stock, he would
receive a lump sum severance payment in an amount equal to 12 months of his
annual base salary plus an amount equal to one month of his annual base salary
for each month that his employment continues between March 9, 1993 and the date
of termination (up to a maximum total severance payment equal to 18 months of
his annual base salary). If Mr. Singer's employment is terminated within one
year of a Change in Control, other than that which occurred upon the September
1993 approval of the conversion rights of the Company's Series B Preferred
Stock, the severance payment to which Mr. Singer is entitled would be increased
by a factor of 50%. The agreement also provided for Mr. Singer to receive a
special bonus of $100,000, to have the compensation and other benefits to which
he is entitled under the agreement guaranteed by certain of the Company's
subsidiaries, and for Mr. Singer to be eligible for an award under the Company's
Turn-Around Incentive Plan described below. In calculating Mr. Singer's length
of service for the purpose of determining whether he would be entitled to an
award under such plan, Mr. Singer's termination date (if his employment has been
terminated) would be deemed to occur on that same date one year later. The
remainder of the agreement described in the previous paragraph remains in
effect.

Mr. Singer has been on a leave of absence since March 29, 1994. The Company
and Mr. Singer are negotiating the terms of the termination of Mr. Singer's
employment.

The Company is a party to employment or severance agreements with Robert S.
Holcombe and Robert S. Weiss. CooperVision, Inc., one of the Company's
subsidiaries, is a party to an agreement with A. Thomas Bender. Each agreement
provides that employment shall continue until terminated. Compensation paid
pursuant thereto in fiscal 1993 and awards under the LTIP in fiscal 1993 are set
forth on the foregoing tables. If (i) the Company (or, in the case of Mr.
Bender, CooperVision, Inc.) terminates the employee without Cause or (ii) the
employee terminates his employment for Good Reason or following a Change in
Control (as each term is defined in the relevant agreement), the Company (or
CooperVision, Inc.) will pay Messrs. Bender, Holcombe or Weiss, a severance
benefit equal to 200%, 150% or 150%, respectively, of his annual base salary
(such percentage to be reduced to 100% for Mr. Weiss if the termination arises
out of a Change in Control), with such payments to be made either in a lump sum
or installments, as designated by the employee. In addition, each of these
individuals would continue to participate in the Company's (or CooperVision,
Inc.'s) various insurance plans for a period of up to 24 months, 18 months and
18 months, respectively, and to receive a pro rata share of any amounts that
would have been payable to him under the Incentive Payment Plan (or any
comparable plan then in effect) based on the number of months the employee
served during the year in which the termination occurs. Each would also become
fully vested in all benefits due under the Company's Retirement Income Plan
(which includes employees of CooperVision, Inc.). In the case of Mr. Holcombe,
his credited service for the purpose of determining the amount of his retirement
benefit will be increased by an additional five years of deemed employment. In
the event that employment is terminated by death or by the employee in the
absence of Good Reason, benefits will not continue beyond the date of
termination, no more than three months of severance will be paid and no portion
of

<PAGE>
the Incentive Payment Plan bonus will be paid. The agreements between the
Company and each of Messrs. Holcombe and Weiss have been guaranteed by certain
of the Company's subsidiaries.

In connection with his appointment to the positions of Executive Vice
President and Acting Chief Operating Officer in March 1994, Mr. Bender entered
into an agreement with the Company. The agreement provides that, in addition to
receiving a salary for his services as the President of CooperVision, Inc., Mr.
Bender is to receive an additional salary of $65,000 per year as well as an
automobile allowance of $600 per month. In addition, Mr. Bender was awarded an
option to purchase up to 100,000 shares of the Company's common stock at a per
share exercise price equal to the fair market value of a share of the Company's
common stock on the date of the option grant. Provided Mr. Bender continues to
serve as Acting Chief Operating Officer or Chief Operating Officer, Mr. Bender
will receive an additional option each March from 1995 through 1997. Each option
will entitle Mr. Bender to purchase up to 33,333 shares of the Company's common
stock having a per share exercise price equal to the fair market value of a
share of the Company's common stock on the future grant date. Mr. Bender's
participation in various Incentive Payment Plans is being allocated between
those of the Company and CooperVision, Inc. Finally, the agreement provides that
the removal of Mr. Bender from the position of Acting Chief Operating Officer or
Chief Operating Officer at any time will not enable him to terminate his
position at CooperVision, Inc. with Good Reason.

Under the Company's LTIP and the 1990 Non-Employee Director Restricted
Stock Plan (the 'RSP'), upon the occurrence of a Change in Control and, under
the Company's LTIP, upon the occurrence of a Potential Change in Control (as
such terms are defined in the LTIP and the RSP), restrictions will be removed
from restricted shares, options will become exercisable and, unless otherwise
determined by the LTIP Administrative Committee prior to any Change in Control,
the value of all outstanding stock options will be cashed out on the basis of
the Change in Control Price (as defined in the LTIP) as of the date such Change
in Control or Potential Change in Control is determined to have occurred.

A Change in Control occurred in September 1993 when the stockholders of the
Company voted, at the 1993 Annual Meeting, to approve the conversion rights of
the Series B Preferred Stock issued to CLS. See 'Certain Relationships and
Related Transactions -- Agreements and Transactions with CLS.' At that time,
restrictions were removed from shares of restricted stock owned by Dr.
Rubenstein and Messrs. Bender, Holcombe and Weiss. Mr. Singer had waived the
removal of restrictions from his shares of restricted stock in the June 2, 1993
letter agreement amending his employment agreement. When Messrs. Bender and
Holcombe elected to participate in the option exchange program described above,
they waived the vesting of their original options that otherwise would have
occurred as a result of the September 1993 Change in Control.

Messrs. Bender, Holcombe, Singer and Weiss are participants in the
Turn-Around Incentive Plan, a plan adopted in May 1993 to incentivize
participants to continue working towards a solution to the Company's most
significant problems, such as liability arising from breast implant product
liability lawsuits. Distributions were to be made under that plan following a
comprehensive resolution of the breast implant liability issue, provided that
the trading price of the Company's common stock over a specified period of time
also must have equalled or exceeded $1.50 and $3.00 per share, respectively.
Following satisfaction of the first trading price benchmark in May 1994, plan
participants received an award, which was paid partly in cash and partly in
shares of restricted stock bearing restraints on disposition until certain
further conditions have been satisfied. The plan provides that, if a benchmark
is satisfied and restricted stock is distributed, all restrictions will be
removed from those restricted shares on specified dates or upon termination,
despite the employee's failure to have remained employed until those specified
dates if the employee (i) is terminated by the Company without Cause or (ii)
terminates his employment with Good Reason (as those terms are defined in the
relevant employment agreement).

COMPENSATION OF DIRECTORS

During fiscal 1993, each director of the Company received a payment of
$7,500 per quarter (or an amount pro rated to take into account the length of
service during such quarter). Each director who is not also an employee of the
Company is entitled to receive additional fees of $1,000 per meeting for each
meeting of the Board of Directors or a Committee of the Board attended (unless
two or more

<PAGE>
meetings are held on the same day, in which case the fee remains at $1,000) and
$1,000 per day for other days during which substantially all of such director's
time is spent on affairs of the Company or a pro-rated amount for work which
takes less than a full day. In addition, each Committee Chairman is entitled to
receive a fee of $1,000 per year for serving as a Committee Chairman. The
Company had agreed to a temporary compensation arrangement with Mr. Bass, who
served as Acting Chairman of the Board until April 13, 1993. See 'Executive
Compensation -- Contracts.'

On April 26, 1990, the Company's Board of Directors adopted the RSP which
grants to each current and future director of the Company who is not also an
employee of the Company or any subsidiary of the Company ('Non-Employee
Director') the right to purchase, for $.10 per share, shares of the Company's
common stock, subject to certain restrictions. One hundred thousand (100,000)
shares of the Company's common stock were authorized and reserved for issuance
under the RSP. Shares which are forfeited become available for new awards under
such plan.

Under this plan, each Non-Employee Director automatically receives the
opportunity to purchase 5,000 restricted shares upon initial election or
appointment to the Board. The plan provides that restrictions shall lapse in
1,000-share increments, and that such 1,000 shares shall therefore become
nonforfeitable and freely transferable each time after the date of grant that
the Average Price (as defined in the RSP) of the Company's common stock equals
or exceeds for the first time each of the following percentages of increase over
the Average Price on the date of grant of the award: 18%, 36%, 54%, 72% and 90%.
Furthermore, upon the occurrence of a Change in Control (as defined in the RSP),
all restrictions are removed from any restricted shares then outstanding.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mel Schnell became a member of the Compensation Committee of the Board of
Directors in September 1993. Mr. Schnell serves as the President and a director
of CLS and is also a major holder of the stock of that company. For information
regarding transactions between the Company and CLS, see 'Certain Relationships
and Related Transactions -- Agreements and Transactions with CLS.'

Michael Kalkstein is a partner in a law firm which provides legal services
to the Company.

REPORT OF THE COMPENSATION COMMITTEE

In accordance with the rules and regulations of the SEC, the following
report of the Compensation Committee and the performance graph immediately
thereafter shall not be deemed to be 'soliciting material' or to be 'filed' with
the SEC or subject to Regulations 14A or 14C of the Exchange Act or to the
liabilities of Section 18 of the Exchange Act and shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, notwithstanding any general incorporation by
reference of this Proxy Statement into any other filed document.

SCOPE OF THE COMMITTEE; MEMBERS

The membership of the Compensation Committee changed during fiscal 1993 as
a result of the election of a new slate of directors at the 1993 Annual Meeting.
Since September 14, 1993, the Compensation Committee has been composed of three
outside directors, Messrs. Filler, Kalkstein and Schnell.

In February 1993, the Committee retained Towers Perrin, an independent,
nationally recognized compensation consulting firm, and with their assistance
created a charter defining the Committee's scope and philosophy. The charter
provides that the Compensation Committee will review and approve all aspects of
the compensation paid to the Company's five most highly paid executives, all
salaries and raises paid to individuals whose annual base pay is $150,000 or
greater and all agreements providing for the payment of benefits following a
change in control of the Company or severance following a termination of
employment. The Committee also reviews and approves the terms of each incentive
compensation and bonus program in effect and the aggregate amounts which can be
awarded thereunder.

<PAGE>
EXECUTIVE COMPENSATION

In accordance with the charter established by the Committee in 1993, The
Compensation Committee articulated a philosophy governing its determination of
compensation for executive officers. That philosophy recognized the need to
honor existing employment agreements and expressed the belief that executives
should be compensated at competitive levels which will serve to attract and
retain talented employees. Inherent in the compensation philosophy was a
recognition of the difficulty of retaining such employees when the Company was
dealing with serious legal and financial problems, and when traditional
performance-based compensation methods offered few incentives.

In addition to expanding the Company's lines of business through internal
development and acquisitions, during fiscal 1993 the Company's executive
officers dealt with a number of significant issues, including (a) litigation
relating to the Company's formerly owned subsidiaries which manufactured and
sold polyurethane foam covered, silicone gel-filled breast implants, (b)
assessments from the Internal Revenue Service and the State of California
arising from the 1984 liquidation of the Company's former parent for amounts
exceeding the Company's ability to pay, which assessments were, following the
Company's responses, dropped by such authorities, (c) stringent operating
restraints imposed by, and potential defaults under, the indenture governing the
terms of debentures first issued in 1985, and (d) the negative impact on
employee morale, business development and stock performance occasioned by events
relating to the Indictment and the SEC Complaint. With respect to items (a) and
(b) above, the underlying events occurred before the majority of the named
executive officers joined the Company. Nonetheless, the Company's current Board
and management have had to address these problems.

During fiscal 1993, decisions made by the Compensation Committee took into
account the Company's unique and difficult circumstances, along with a variety
of other factors. In order to do this, the Compensation Committee worked with
Towers Perrin to develop compensation guidelines appropriate to the Company's
circumstances. The two-pronged philosophy focused first on the Company's
short-term need to retain members of senior management and to provide them with
incentives to seek and implement solutions to the Company's legal and financial
problems. Second, if successful solutions to those problems are found, the
Committee then intends to tie a larger portion of the future compensation of
executive officers more closely to the operating results of the Company's
business units and to the creation of stockholder value as measured by stock
market performance.

In establishing compensation, salary levels for all executive officers were
highly influenced by the terms of existing employment agreements and the terms
of a litigation settlement which became effective in fiscal 1992 and which
involved the adoption of amended employment contracts for certain executive
officers. Participation levels under the Company's 1993 Incentive Payment Plan
were set at percentages of base salaries previously assigned to designated
positions within the corporate structure, modified to reflect the
recommendations of the Company's Chief Operating Officer. Eligibility levels
under the Company's Turn-Around Incentive Plan (which was established to address
the unique and severe problems then facing the Company), were assigned based on
the recommendations of Towers Perrin in consultation with the Chief Operating
Officer and the Compensation Committee.

The Committee's decisions regarding the base salaries payable to individual
executive officers during fiscal 1993 and the actual amounts awarded in December
1993 under the 1993 Incentive Payment Plan took into account the factors
described elsewhere in this report, as well as the Committee's desire to retain
both internal parity among the executive officers, and to compensate the
Company's employees at rates similar to those paid to individuals holding
comparable positions in companies whose businesses or other circumstances were
similar to the Company's. In connection with setting base salaries, the
Committee placed the greatest weight on a combination of the individual
executive officer's performance and the current compensation package in place
for each such officer other than Mr. Bass. As indicated elsewhere in this
report, such compensation also had to remain within the confines of a litigation
settlement, which is reflected in the currently effective employment agreements.
The performance of the Company was deemed to be the second most important
element to consider in determining base salaries. Similar elements were
evaluated when making the actual awards under the 1993 Incentive Payment Plan;
however, primary consideration was given to the performance of the Company or
the subsidiary for which the plan participant worked. While, as noted above,
additional

<PAGE>
factors were taken into consideration in connection with both the setting of
base salaries and the awarding of bonuses, no attempt was made to rank those
factors as to level of importance.

In keeping with the goal of minimizing losses and building long-term
stockholder value, the Company's long-term compensation programs are designed to
reward the growth of stockholder value through improved stock market
performance, as well as to reward long-term service to the Company. The value of
awards under such plans is primarily dependent upon increases in the price of
the Company's common stock over a period of up to ten years and, in many cases,
requires employees to remain employed by the Company throughout the period in
order to receive their awards.

CEO COMPENSATION

In May 1992, Arthur C. Bass was elected Acting Chairman of the Board. Mr.
Bass, who became a Director of the Company in February 1989, served as the
Company's President and Chief Executive Officer from March 1989 through
September 1990. Mr. Bass' primary responsibilities as Acting Chairman were to
direct the activities of the Board, and to serve as a spokesman for the Company
with stockholders, the financial community and the press, in dealing with the
corporate governance problems arising from the departure of the Company's two
Co-Chairmen and the SEC and U.S. Attorney investigations, which investigations
resulted in the SEC Complaint and the Indictment and subsequent conviction
described in this Proxy Statement under 'Litigation.'

Mr. Bass' compensation was determined by the Company's Board of Directors.
He received a fixed monthly stipend at a rate determined by taking into account
the scope of his responsibilities, the difficulties in performing such
responsibilities given the Company's then existing legal and financial problems,
the time commitment Mr. Bass would be expected to make, the fees commanded in
similar situations by consultants with experience comparable to Mr. Bass' and
the fees from ongoing consulting projects which Mr. Bass agreed to relinquish in
order to devote more time to the Company. As the position of Acting Chairman of
the Board was considered to be a temporary one, created to deal with specific
governance issues, the Board of Directors did not attempt to tie that
compensation to the Company's operating performance. In September 1992, as the
newly elected directors took on a greater management oversight role, Mr. Bass'
individual involvement in day-to-day Company matters was scaled back, and his
compensation was reduced accordingly. Mr. Bass served as Acting Chairman of the
Board until April 13, 1993, when he resigned from that position for medical
reasons.

Dr. Allan E. Rubenstein became the Company's Acting Chairman of the Board
on April 13, 1993, upon Mr. Bass' resignation, and held that position until July
9, 1994, when he was named Chairman of the Board. His responsibilities are
substantially the same as those carried out by Mr. Bass, which are described in
the first paragraph under the heading 'CEO Compensation.' In addition, he serves
as the Chairman of the Management Committee, which provides oversight to and
consults with the Company's Chief Operating Officer. In recognition of the
Company's financial difficulties, Dr. Rubenstein agreed to assume those
responsibilities without any change in his compensation. He receives only those
fees as are payable to non-employee directors, which are described above under
'Compensation of Directors.'

THE COMPENSATION COMMITTEE
MARK A. FILLER
MICHAEL H. KALKSTEIN
MEL SCHNELL

<PAGE>
PERFORMANCE GRAPH

The following graph compares the cumulative total return on the Company's
common stock with the cumulative total return of the Standard & Poor's 500 Stock
Index and the Standard & Poor's Medical Products & Supplies Index for the
five-year period ended October 31, 1993. The graph assumes that the value of the
investment in the Company and in each index was $100 on October 31, 1988 and
assumes that all dividends were reinvested. Although the Company has chosen the
Standard & Poor's Medical Products & Supplies Index as containing companies
whose businesses are most comparable to the Company's primary business segment,
healthcare products, the companies included in such index (C. R. Bard Inc.,
Bausch & Lomb, Inc., Baxter International Inc., Becton, Dickinson & Co., Biomet,
Inc., Medtronic, Inc., St. Jude Medical, Inc. and United States Surgical Corp.)
are all substantially larger than the Company and engaged in healthcare products
and services businesses different from, or in addition to, the Company's
healthcare products businesses.

[PERFORMANCE GRAPH]
<PAGE>

TOTAL SHAREHOLDER RETURN
THE COOPER COMPANIES, INC.

<TABLE>
<CAPTION>
FIVE YEAR TOTAL RETURN
------------------------------------------------------
1988 1989 1990 1991 1992 1993
---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
The Cooper Companies, Inc. 100 40.00 58.00 50.00 22.00 10.99
S&P Medical Products & Supplies 100 130.42 152.68 271.92 260.37 200.26
S & P 500 100 126.27 116.78 155.91 171.38 196.90
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AGREEMENTS AND TRANSACTIONS WITH CLS

Under the terms of an exchange agreement dated as of June 12, 1992, CLS
obtained 4,850,000 shares of common stock of the Company (approximately 16.1% of
the then currently outstanding common stock) in exchange for 488,004 shares
(approximately 80% of the then outstanding shares) of the Company's Senior
Exchangeable Redeemable Restricted Voting Preferred Stock ('SERPS') having a
liquidation preference of $100 per share and all of CLS' rights to receive, by
way of dividends pursuant to the terms of the SERPS, an additional 11,996 shares
of SERPS. The Company entered into the exchange agreement in order to reduce the
aggregate liquidation preference and redemption price of the outstanding SERPS
and to reduce, proportionately, the dividends payable on the SERPS. As part of
the exchange, the Company agreed to use its reasonable best efforts to register,
and subsequently did register, in time to avoid payment of certain penalties to
CLS, such 4,850,000 shares. In addition, the Company purchased 200,000 shares of
CLS common stock (the 'CLS Shares') for $1,500,000 in cash and entered into a
settlement agreement with CLS with respect to certain litigation and
administrative proceedings in which the Company and CLS were involved. Pursuant
to that agreement, CLS, among other things, released its claim against the
Company for unliquidated damages in connection with the

<PAGE>
Company's failure to register the SERPS owned by CLS, in return for the
Company's payment of $500,000, reimbursement of certain legal fees and expenses
in the amount of $650,000 incurred by CLS in connection with certain litigation
and administrative proceedings, and the payment of $709,000 owed by the Company
to CLS pursuant to tax sharing agreements between them. The Company also agreed
to reimburse CLS for up to $250,000 of legal and other fees and expenses
incurred by CLS in connection with the transaction and, if requested by CLS, to
use its reasonable best efforts to cause the election to the Company's Board of
Directors of one or two designees of CLS, reasonably acceptable to the Company.

In Amendment No. 1 to its Schedule 13D, filed with the SEC on November 12,
1992, CLS disclosed that '[i]n light of the recent public disclosures relating
to the Company and the recent significant decline in the public trading price of
the common stock, CLS is presently considering various courses of action which
it may determine to be necessary or appropriate in order to maintain and restore
the value of the common stock. Included among the actions which CLS is
considering pursuing are the initiation of litigation against the Company and
the replacement of management and at least a majority of the members of the
Board of Directors of the Company.'

The Company entered into another settlement agreement dated June 14, 1993
(the 'Settlement Agreement') to resolve all disputes between the Company and CLS
and to avoid a possible costly and disruptive proxy fight, while continuing to
maintain a Board of Directors the majority of whose members are independent.
Pursuant to the Settlement Agreement, CLS delivered a general release of all
claims, known or unknown, fixed or contingent, matured or unmatured, which CLS
had or may have had against the Company for any matter, cause or thing through
the date of the release (subject to exceptions for specified ongoing contractual
obligations) and agreed to certain restrictions on its voting and transfer of
securities of the Company, in exchange for the Company's payment of $4,000,000
in cash and delivery of the 200,000 shares of CLS common stock owned by the
Company (reflected in the Company's balance sheet at April 30, 1993 at its then
current market value of $850,000) and a general release of claims against CLS
(also subject to certain exceptions).

Pursuant to the Settlement Agreement, the Company agreed in connection with
the 1993 Annual Meeting to nominate and use its reasonable best efforts to
cause, and CLS agreed to vote all shares of common stock of the Company owned by
it in favor of, the election of a Board of Directors of the Company consisting
of eight members, five of whom were designated by the Company and three (who are
reasonably acceptable to the Company) by CLS. The number of CLS designees will
decline to two if CLS owns less than 5,400,000 shares of common stock and to one
if CLS owns less than 2,400,000 shares of common stock (treating as owned for
this purpose any shares of common stock into which Series B Preferred Stock
owned by CLS (as discussed below) are convertible) subject to CLS' right to
designate additional directors if the term of the agreement is extended under
certain circumstances described below. A majority of the members designated by
the Company were individuals who were not employees of the Company or employees,
affiliates or significant stockholders of CLS ('Independent Designees'). If an
individual not currently on the Board is hired to serve as the Chief Executive
Officer or Chairman of the Board of the Company, such person may be added as an
additional director.

CLS also agreed in the Settlement Agreement not to acquire any additional
securities of the Company (except shares of Series B Preferred Stock issued as
dividends on the Series B Preferred Stock outstanding on the various record
dates or common stock issued upon conversion, if any, of Series B Preferred
Stock (all as discussed below)) and not to transfer any securities of the
Company, except (i) transfers, during any 12-month period, of not more than
1,500,000 shares of common stock (increasing to 2,500,000 shares of common stock
after any conversion of the Series B Preferred Stock into common stock and for
so long as CLS owns more than 4,850,000 shares of common stock) to any one
person or group, other than to a person or group which, without the approval of
the Company's Board, has proposed certain transactions involving the Company or
its securities, (ii) transfers pursuant to registered public offerings or bona
fide open market sales in compliance with Rule 144 under the Securities Act,
(iii) transfers of common stock pursuant to a tender or exchange offer, in an
aggregate amount not to exceed 4,850,000 shares unless such offer is either a
cash tender offer for all outstanding shares of common stock or the Company's
Board of Directors, including a majority of the Independent Designees, has
approved the offer, (iv) bona fide pledges of common stock to an unaffiliated

<PAGE>
institutional lender for borrowed money, and (v) transfers to a controlled
affiliate or liquidating trust, provided the affiliate or trustee agrees to be
bound by the Settlement Agreement. In addition, CLS agreed not to publicly
propose any business combination with, or change of control of, the Company,
make any tender offer for securities of the Company, otherwise seek control of
or to influence the Board of Directors of the Company, propose any amendment to
the Settlement Agreement or take any action contrary to the Settlement Agreement
(including actions with respect to the composition and election of the Board of
Directors). CLS is free, however, to vote all voting securities owned by it as
it deems appropriate on any matter brought before the Company's stockholders,
other than matters relating to the election and composition of the Board.

The agreements contained in the Settlement Agreement with respect to Board
representation and voting, and the restrictions on CLS' acquisition and transfer
of securities of the Company, will terminate upon the earliest of (i) the date
CLS beneficially owns fewer than 1,000,000 shares of common stock (including as
owned any common stock into which Series B Preferred Stock may be convertible),
(ii) October 31, 1996, and (iii) either (A) June 14, 1995, unless (1) the
average closing price of the common stock on its principal trading market equals
or exceeds $2.00 on the trading days during any period of 90 consecutive
calendar days during the 180 calendar day period ending on June 14, 1995, or (2)
the Company agrees to nominate and use its reasonable efforts to cause the
election to the Board of one Independent Designee, designated by CLS and
reasonably acceptable to the Company, in addition to that number of designees to
which CLS is then entitled as set forth above, or (B) June 14, 1996, unless (1)
such average closing price equals or exceeds $3.00 on the trading days during
any period of 90 consecutive calendar days during the 180 calendar day period
ending on June 14, 1996, or (2) the Company agrees to nominate and use its
reasonable efforts to cause the election to the Board of an Independent
Designee, designated by CLS and reasonably acceptable to the Company, in
addition to that number of designees to which CLS is then entitled as set forth
above and in clause (A)(2). Following termination of such agreements, CLS will
continue to have the right through June 12, 2002, originally granted to CLS
pursuant to the June 12, 1992 exchange agreement but never exercised, to
designate two directors, so long as CLS continues to own at least 2,400,000
shares of the Company's common stock, or one director, so long as it continues
to own at least 1,000,000 shares of the Company's common stock.

On June 14, 1993, the Company acquired from CLS 160,600 shares of SERPS,
constituting all of the Company's then outstanding SERPS, together with all
rights to any dividends or distributions thereon, in exchange (the 'Exchange')
for 345 shares of a newly created series of preferred stock of the Company
designated Series B Preferred Stock (the 'Series B Preferred Stock'), having a
par value of $.10 per share and a liquidation preference of $10,000 per share
(an aggregate of $3,450,000). The SERPS had an aggregate liquidation preference,
and an aggregate optional redemption price after October 31, 1993 of
$16,060,000. Stockholders at the Company's 1993 Annual Meeting approved the
conversion rights of the Series B Preferred Stock. Each share of Series B
Preferred Stock is convertible into 10,000 shares of common stock of the
Company. As a result, CLS became the direct beneficial owner (as defined in Rule
13d-3 of the Exchange Act) of securities of the Company representing more than
24% of the voting power of the Company's common stock. See 'Principal
Securityholders.'

The Company entered into the Exchange Agreement in order to reduce the
aggregate liquidation preference and redemption price of its outstanding
preferred stock from $16,060,000 to $3,450,000, to thereby significantly reduce
the amount of additional preferred stock issuable as pay-in-kind dividends on
such preferred stock and to reduce, both in percentage (from 12% to 9%) and in
absolute dollar amount, the amount of cash dividends that would be payable on
the preferred stock, before the common stock is entitled to receive any
dividends, at such time as the Company is free, under the terms of its other
agreements, to pay, and has the ability to pay, cash dividends on its stock. In
addition, dividends, whether payable in kind or in cash, did not begin to accrue
on the Series B Preferred Stock until June 14, 1994. The Company also has the
right to compel conversion of the Series B Preferred Stock any time after the
market price of the common stock averages at least $1.375 for 90 consecutive
calendar days and closes at not less than $1.375 on at least 80% of the trading
days during such period. Such conversion would eliminate all liquidation and
dividend preferences, and place CLS on a par with all other common stockholders.

<PAGE>
BUSINESS RELATIONSHIPS

Michael H. Kalkstein, a director of the Company since April 1992, is a
partner in the law firm of Berliner * Cohen, which was compensated for legal
services rendered to the Company in fiscal 1993.

PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors has appointed the firm of KPMG Peat Marwick,
certified public accountants, to audit and opine upon the consolidated financial
statements of the Company and the financial statements of certain of its
subsidiaries for the fiscal year ending October 31, 1994, such appointment to
continue at the pleasure of the Board of Directors and to be subject to
ratification by the stockholders. KPMG Peat Marwick has acted as auditors of the
Company since its incorporation in 1980. The stockholders are asked to ratify
such appointment.

The Board of Directors expects that one or more representatives of KPMG
Peat Marwick will be present at the meeting and will be provided an opportunity
to make a statement if they desire to do so and will be available to respond to
appropriate questions.

OTHER MATTERS

The Board of Directors of the Company knows of no other matters to be
presented at the Annual Meeting, but if any such matters properly come before
the Annual Meeting, it is intended that the persons holding the accompanying
proxy will vote in accordance with their best judgment.

RECOMMENDATIONS

The Board of Directors of the Company recommends that the stockholders vote
FOR the election of the nominees for director named in this Proxy Statement and
FOR ratification of the appointment of KPMG Peat Marwick as independent
auditors.

When a proxy in the form enclosed with this Proxy Statement is returned
properly executed, the shares represented thereby will be voted in accordance
with the directions indicated thereon or, if no directions are indicated, the
shares will be voted in accordance with the recommendations of the Board of
Directors.

STOCKHOLDER NOMINATIONS AND PROPOSALS

All proposals of stockholders of the Company (other than for the election
of directors) intended to be presented at the 1995 annual meeting of
stockholders must be received by the Company no later than 60 days prior to the
meeting date unless the Company gives less than 75 days notice of the meeting
date, in which case they must be received by the Company no later than 15 days
following the date on which the 1995 annual meeting of stockholders is noticed
in order to be included in the Company's Proxy Statement and form of proxy
relating to that meeting.

The Nominating Committee or, if none exists, the Board of Directors will
consider suggestions from stockholders for nominees for election as directors at
the 1995 annual meeting of stockholders. For a stockholder to nominate any
person for election as a director at the 1995 annual meeting of stockholders,
the person making such nomination must be a stockholder entitled to vote and
such nomination must be made pursuant to timely notice in writing to the
Secretary of the Company. To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal executive offices of the Company not
less than 60 days or more than 90 days prior to the 1995 annual meeting of
stockholders; provided, however, that in the event that less than 75 days notice
or prior public disclosure of the date of such meeting is given or made to
stockholders, notice by the stockholder to be timely must be received not later
than the close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made,
whichever first occurs. Such stockholder's notice to the Secretary shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business or
residential address of the person, (ii) the principal occupation or employment
of the person, (iii) the class and number of shares of capital stock of the
Company which are beneficially owned by the person and

<PAGE>
(iv) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Regulation 14A under the Exchange Act; and (b) as to the stockholder giving
notice, (i) the record name and record address of the stockholder and (ii) the
class and number of shares of capital stock of the Company which are
beneficially owned by the stockholder. The Company may require any proposed
nominee to furnish such other information as may reasonably be required by the
Company to determine the eligibility of such proposed nominee to serve as a
director of the Company. No person nominated by a stockholder shall be eligible
for election as a director of the Company unless nominated in accordance with
the above procedures.

By Order of the Board of Directors

ALLAN E. RUBENSTEIN, M.D.
ALLAN E. RUBENSTEIN, M.D.
Chairman of the Board of Directors

[LOGO]

---------------------------------------------------------------------------
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT

---------------------------------------------------------------------------

MEETING DATE
SEPTEMBER 13, 1994

<PAGE>

APPENDIX

GRAPHIC & IMAGE INFORMATION

See Performance Graph on Page 19.

THE COOPER COMPANIES, INC.

Proxy for Annual Meeting of Stockholders, September 13, 1994

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY

The undersigned stockholder of the Cooper Companies, Inc., a Delaware
corporation, hereby appoints ROBERT S. HOLCOMBE, MARISA F. JACOBS and
ROBERT S. WEISS, and each of them, proxies, with full power of
substitution, to vote all of the shares of common stock of The Cooper
Companies, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of The Cooper Companies, Inc. to be
held at The Radisson Hotel, 401 South Van Brunt Street, Englewood,
New Jersey on September 13, 1994 at 10:00 a.m., eastern daylight
savings time, and at any adjournment or adjournments thereof, as set
forth below, and in their discretion upon any other business that may
properly come before the meeting.

THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED 'FOR'
ITEMS 1 AND 2 AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 3.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE

<PAGE>

[x] Please mark your
votes as in this
example.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE 'FOR' ITEMS ONE AND TWO

<TABLE>
<S> <C> <C> <C>
FOR WITHHELD
ALL NOMINEES FROM ALL NOMINEES Nominees:
1. ELECTION OF [ ] [ ] A. Thomas Bender
SEVEN Mark A. Filler
DIRECTORS. Michael H. Kalkstein
(check one box only) Donald Press
Steven Rosenberg
Allan E. Rubenstein, M.D.
Mel Schnell

</TABLE>

[ ] For all nominees except as noted above

FOR AGAINST ABSTAIN
2. Ratification of appointment of KPMG Peat [ ] [ ] [ ]
Marwick as independent certified public
accountants of The Cooper Companies, Inc.
for the fiscal year ending October 31, 1994.

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3. In their discretion, the proxies are authorized to vote
for the election of such substitute nominee(s) for directors
as such proxies may select in the event that any nominee(s)
named above may become unable to serve, and on such other
matters as may properly come before the Meeting or any adjournments
or postponements thereof.

THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.

PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

MARK HERE FOR ADDRESS [ ]
CHANGE AND NOTES BELOW

SIGNATURE DATE
-------------------------- ----------------

NOTE: (Please date this proxy and sign your name exactly as it appears
herein. In the case of joint ownership, each joint owner should sign.
If signing as an executor, trustee, guardian, attorney, or in any other
representative capacity or as an officer of a corporation, please
indicate your full title as such.)