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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 6, 1994
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THE COOPER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 1-8597 94-2657368
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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ONE BRIDGE PLAZA, 6TH FLOOR, FORT LEE, NEW JERSEY 07024
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(201) 585-5100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
________________________________________________________________________________
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ITEM 5. OTHER EVENTS.
On January 7, 1994, The Cooper Companies, Inc. (the 'Company') announced
that it had accepted for payment and exchange, on a pro rata basis, $30,000,000
principal amount of its 10 5/8% Convertible Subordinated Reset Debentures due
2005, pursuant to the terms of its exchange offer and consent solicitation which
expired at 5 p.m., New York City time, on January 6, 1994.
The foregoing is qualified in its entirety by the text of the Company's
press release dated January 7, 1994 which is filed as an exhibit hereto and
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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EXHIBIT
NO. DESCRIPTION
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99.1 Press Release dated January 7, 1994 of The Cooper Companies, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE COOPER COMPANIES, INC.
By: /s/ MARISA F. JACOBS
Marisa F. Jacobs
Secretary and
Associate General Counsel
Date: January 7, 1994
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EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
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99.1 Press Release dated January 7, 1994 of The Cooper
Companies, Inc.
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EXHIBIT 99.1
NEWS RELEASE
CONTACTS:
MARISA A. HEINE
PETER C. HARKINS
D.F. KING & CO., INC.
(212) 269-5550
FOR IMMEDIATE RELEASE
THE COOPER COMPANIES, INC. RECEIVES REQUISITE CONSENTS TO
PROPOSED AMENDMENTS AND WAIVER AND ACCEPTS $30,000,000
PRINCIPAL AMOUNT OF ITS DEBENTURES IN EXCHANGE OFFER;
PRELIMINARY PRORATION FACTOR ANNOUNCED
FORT LEE, NEW JERSEY, January 7, 1994 . . . The Cooper Companies, Inc.
(NYSE:COO) announced today that it had accepted for payment and exchange, on a
pro rata basis, $30,000,000 principal amount of its 10 5/8% Convertible
Subordinated Reset Debentures due 2005, pursuant to the terms of its exchange
offer and consent solicitation which expired at 5 p.m., New York City time,
yesterday. Under the terms of the offer, Debentureholders will receive $725
principal amount of the Company's new 10% Senior Subordinated Secured Notes due
2003 and $145 in cash for each $1,000 principal amount of Debentures accepted
for payment and exchange.
The exchange agent, IBJ Schroder Bank & Trust Company, has advised the
Company that $36,769,000 aggregate principal amount of Debentures was validly
tendered and not withdrawn by the expiration date, including $2,494,000
aggregate principal amount tendered pursuant to notices of guaranteed delivery,
resulting in a preliminary proration factor of 81.59%, subject to adjustment as
a result of rounding up to the next highest integral multiple of $1,000. The
Company expects to announce the final proration factor and to pay for and
exchange the accepted Debentures within eight New York Stock Exchange trading
days. After giving effect to the exchange, the Company will have outstanding
approximately $22,000,000 of new 10% Senior Subordinated Secured Notes and
$9,400,000 of Debentures.
The Company also announced that it had received consents from holders of a
majority of the outstanding principal amount of Debentures not owned by the
Company or its affiliates to certain proposed amendments eliminating or
modifying various covenants in the indenture governing the Debentures and to the
waiver of any defaults or events of default under the Debentures and indenture.
The Company and the Trustee under the indenture, therefore, executed a
supplemental indenture effecting such amendments. The effectiveness of the
waiver eliminates, among other things, any default or event of default resulting
from the Company's failure to purchase $15 million principal amount of
Debentures under the terms of an indenture covenant which has been eliminated by
the amendments.
Robert S. Weiss, the Company's Chief Financial Officer, said, 'We are
pleased with the conclusion of the exchange offer and consent solicitation which
not only resolves the problems with the Debentures, but also eliminates the
possibility of termination by Medical Engineering Corporation, a subsidiary of
Bristol-Myers Squibb Company, of the Company's settlement agreement entered into
last September relating to the breast implant litigation. While the Company
awaits resolution of the various charges brought by the U.S. Attorney and the
Securities and Exchange Commission, we have now successfully resolved two of the
Company's major financial problems.'
NOTE TO EDITOR: The principal subsidiaries of The Cooper Companies, Inc.
are CooperVision, Inc., CooperVision Pharmaceuticals, Inc., CooperSurgical, Inc.
and Hospital Group of America, Inc.
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