COOPER COMPANIES INC, PRE 14A, 1995-07-11

COOPER COMPANIES INC
PRE 14A, 1995-07-11
OPHTHALMIC GOODS

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

THE COOPER COMPANIES, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $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 other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):

.................................................................

4) Proposed maximum aggregate value of transaction:

.................................................................

5) Total fee paid:

.................................................................

[ ] Fee paid previously with preliminary materials.
[ ] 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 statement number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid:

.................................................................

2) Form, Schedule or Registration Statement No.:

.................................................................

3) Filing Party:

.................................................................

4) Date Filed:

.................................................................

<PAGE>
PRELIMINARY PROXY STATEMENT

[LOGO]

August , 1995

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 20,
1995, at 10:00 A.M., eastern daylight savings time, at the New York Marriott
East Side, 525 Lexington Avenue, New York, NY. 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, 1994 and the Company's
Quarterly Report on Form 10-Q for the fiscal quarter and six months ended April
30, 1995 accompany this letter.

At the Annual Meeting, stockholders will be asked to elect a Board of seven
directors to serve for the forthcoming year. A biographical description of each
of the seven nominees is set forth in the section of the Proxy Statement
entitled 'Election of Directors.'

The Board is also proposing that the Restated Certificate of Incorporation
of the Company be amended (i) to reduce the number of common and preferred
shares authorized to be issued by the Company and (ii) to implement a
one-for-three reverse stock split with respect to the common stock. These
proposals, including the reasons why they are being recommended and the results
of their implementation, are described in the enclosed Proxy Statement. Each
proposal requires the consent of the holders of a majority of the Company's
outstanding shares of common stock before it may be implemented. The Board of
Directors believes the adoption of these proposals is in the best interests of
the stockholders and recommends their adoption by the stockholders.

I hope you have the opportunity to join us at the Annual Meeting. Whether
or not you plan to attend, please COMPLETE, SIGN, DATE and MAIL the enclosed
proxy card as soon as possible.

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

<PAGE>
PRELIMINARY PROXY STATEMENT

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 20,
1995, at 10:00 A.M., eastern daylight savings time, at the New York Marriott
East Side, 525 Lexington Avenue, New York, NY, for the purpose of considering
and acting upon the following:

1. The election of a Board of seven directors.

2. The adoption of a resolution to amend the Company's Restated
Certificate of Incorporation to reduce the number of shares of common stock
and preferred stock authorized to be issued by the Company.

3. The adoption of a resolution to amend the Company's Restated
Certificate of Incorporation to effect a one-for-three reverse stock split
with respect to the common stock.

4. The ratification of the appointment of KPMG Peat Marwick LLP as
independent certified public accountants of the Company for the fiscal year
ending October 31, 1995.

5. 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 10, 1995
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, 1994
and the Company's Quarterly Report on Form 10-Q for the second fiscal quarter
and six months ended April 30, 1995.

All stockholders are cordially invited to attend the meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, 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.
Chairman of the Board

Dated: August , 1995

<PAGE>
PRELIMINARY PROXY STATEMENT

THE COOPER COMPANIES, INC.
ONE BRIDGE PLAZA
FORT LEE, NEW JERSEY 07024
------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 20, 1995
------------------

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 20, 1995, at 10:00 A.M., eastern
daylight savings time, at the New York Marriott East Side, 525 Lexington Avenue,
New York, NY, 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 , 1995.

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, FOR the
adoption of the proposals to amend the Restated Certificate of Incorporation to
reduce the number of shares of stock authorized to be issued by the Company and
to effectuate a reverse stock split with respect to the common stock and FOR the
ratification of the appointment of KPMG Peat Marwick LLP as the Company's
independent certified public accountants for the fiscal year ending October 31,
1995. The Board of Directors does not know of any other business to come before
the Annual Meeting. If any other matters 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, 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 10, 1995, the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting, there were outstanding 34, , shares of the Company's common stock,
$.10 par value per share (the 'Common Stock'), 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

<PAGE>
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 a plurality of votes. The proposals to amend the Company's Restated
Certificate of Incorporation require the approval of a majority of all
outstanding shares of the Company's common stock entitled to vote at the Annual
Meeting. Abstentions and broker non-votes (if any) will have the same effect as
votes against the proposals. 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 1995 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 director currently
serves on the Board of Directors. One of the seven directors, Moses Marx, was
elected to the Board in May 1995, following the death of Mel Schnell. Mr. Marx
was elected as a director 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. 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.

<PAGE>

<TABLE>
<CAPTION>
YEAR
COMMENCED
SERVING
AS
A
DIRECTOR
NAME, PRINCIPAL OCCUPATION OF THE
AND OTHER DIRECTORSHIPS AGE COMPANY
- ---------------------------------------------------------------------------------------------- --- ---------
<S> <C> <C>
Mark A. Filler................................................................................ 34 1992
Mr. Filler has been Executive Vice President of Prism Mortgage Company (a mortgage banker
and broker) since June 1994. He is also serving as a director of and a consultant to
UreSil, L.P. (a manufacturer of disposable medical devices) for which he served as the
Chief Operating Officer from 1991 to May 1994. From 1989 to 1991, he was a member of the
mergers and acquisition department of The Equity Group (a holding company for companies
affiliated with Sam Zell).
Michael H. Kalkstein.......................................................................... 53 1992
Mr. Kalkstein has been a partner in the law firm of Graham & James since September 1994.
He was a partner in the law firm of Berliner Cohen from 1983 through August 1994. 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.
Moses Marx.................................................................................... 60 1995
Mr. Marx has been a general partner in United Equities Company (a securities brokerage
firm) since 1954 and a general partner in United Equities Commodities Company (a
commodities brokerage firm) since 1972. He is also President of Momar Corp. (an
investment company). Mr. Marx is a director of CLS (which has an interest in a company
licensed to develop and manage a national lottery) and of BioTechnology General Corp. (a
developer and manufacturer of biotechnology products). He previously served on the
Company's Board of Directors from September 1989 to September 1991.
Donald Press.................................................................................. 62 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. Mr. Press
is a director of Components Specialties, Inc. (an electronics company) and Graham-Field
Health Products, Inc. (a seller of healthcare products).
Steven Rosenberg.............................................................................. 47 1993
Mr. Rosenberg has served as Acting Chairman of the Board of CLS since May 1995, and as
Vice President, Finance and Chief Financial Officer of CLS 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). Mr.
Rosenberg is a director of CLS.
Allan E. Rubenstein, M.D...................................................................... 50 1992
Dr. Rubenstein has served as the Chairman of the Board of Directors since July 1994; he
served as Acting Chairman of the Board from April 1993 through June 1994. He 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.
</TABLE>

There are no 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, CooperVision,
Inc., 10 Faraday, Irvine, CA 92718; Mark Filler, Prism Mortgage Company, 350
West Hubbard Street, Suite 222, Chicago, IL 60610; Michael Kalkstein, Esq.,
Graham & James, 5 Palo Alto Square, 3000 El Camino Real, Palo

<PAGE>
Alto, CA 94306; Moses Marx, United Equities Company, 160 Broadway, New York, NY
10038; 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; and Allan Rubenstein, M.D., MTC Imaging Services, Inc., 177 East 87th
Street, New York, NY 10128.

BOARD COMMITTEES, MEETINGS AND COMPENSATION

The Company currently has four active committees of the Board:

(i) The Management Committee consults with and oversees the activities
of the Chief Executive Officer (formerly Chief Operating Officer). The
members are Messrs. Filler and Press and Dr. Rubenstein.

(ii) The Audit and Finance Committee advises and makes recommendations
to the Board of Directors concerning (a) the appointment of independent
certified public accountants for the Company, (b) matters relating to the
activities of the independent certified public accountants 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. Filler, Press and Rosenberg.

(iii) The Compensation/Long Term Incentive Plan Committee advises and
makes recommendations to the Board of Directors regarding matters relating
to the compensation of directors, officers and senior management, the
granting of awards under the Company's 1988 Long Term Incentive Plan (the
'LTIP') and the Company's other incentive plans. The members are Messrs.
Filler, Kalkstein and Press.

(iv) The Nominating Committee selects individuals to be nominated for
election to the Company's Board of Directors. The members are Dr.
Rubenstein and Messrs. Filler and Kalkstein. The Nominating Committee will
consider suggestions from stockholders for nominees for election as
directors at the 1996 Annual Meeting if such recommendations are made in
accordance with the procedure described below under 'Stockholder
Nominations and Proposals.'

In addition, administrative committees exist for the purpose of
administering the Company's 401(k) Plan and the Retirement Income Plan.

During the fiscal year ended October 31, 1994, the Board met 12 times, the
Management Committee met five times, the Audit and Finance Committee met twice,
the Compensation/Long Term Incentive Plan Committee met 14 times (primarily in
connection with the termination of certain former executive officers of the
Company) and the Nominating Committee met twice. A Special Litigation Committee
was formed (since disbanded) and it or a subcommittee thereof met 12 times, and
a Series B Stock Subcommittee (since disbanded) met twice. Each director
attended (or participated by telephone in) 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 period 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. (the 'NYSE') and the Pacific
Stock Exchange Incorporated (the 'PSE'). SEC regulations also require that a
copy of all such Section 16(a) forms filed be furnished to the Company by its
officers, directors and greater than ten-percent stockholders.

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 fiscal 1994 all Section 16(a) filing

<PAGE>
requirements applicable to its officers, directors and beneficial owners of more
than ten percent of any class of its equity securities were met.

LITIGATION

The Company is named as a nominal defendant in a shareholder 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
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 action and the other plaintiff's action 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 a 'trading scheme' to 'frontrun' high
yield bond purchases by the Keystone Custodian Fund, Inc., a group of mutual
funds. The First Amended Derivative Complaint also alleges that the defendants
violated their fiduciary duties to the Company by not vigorously investigating
certain 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 and 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. No further
proceedings have taken place; however, discovery is underway. The parties, who
have been engaged in negotiations, have agreed upon the terms of a settlement,
which will have no material impact on the Company. The settlement is in the
process of being documented. Upon completion of discovery and the settlement
documentation, the proposed settlement will be submitted to the Court for
approval following notice to the Company's stockholders and a hearing.
Accordingly, there can be no assurance that the proposed settlement will
ultimately end the litigation. The individual defendants have advised the
Company that they believe they have meritorious defenses to the lawsuit and
that, in the event the case proceeds to trial, they intend to defend vigorously
against the allegations in the First Amended Derivative Complaint.

<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, the individuals named
in the Summary Compensation Table and by all of the current directors, named
individuals and executive officers as a group.

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED AS OF
JUNE 30, 1995
--------------------------
NUMBER PERCENTAGE
NAME OF BENEFICIAL OWNER OF SHARES OF SHARES
- ---------------------------------------------------------------- --------- ----------

<S> <C> <C>
A. Thomas Bender................................................ 199,775(1) *
Mark A. Filler.................................................. 5,300 *
Robert S. Holcombe.............................................. 73,884(2) *
Michael H. Kalkstein............................................ 12,000 *
Moses Marx...................................................... 1,153,714(3) %
Donald Press.................................................... 18,600(4) *
Steven Rosenberg................................................ 5,000 *
Allan E. Rubenstein............................................. 12,500 *
Mark R. Russell................................................. 40,451(5) *
Robert S. Weiss................................................. 257,916(6) *
All current directors and executive officers as a group (14
persons)...................................................... 2,332,950(7) %
</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 LTIP, and
44,444 shares which could be acquired upon the exercise of presently
exercisable stock options.

(2) Includes 23,940 shares which could be acquired upon the exercise of
presently exercisable stock options, and 1,111 shares held by his wife, as
to which disposition is restricted pursuant to the terms of the LTIP. Mr.
Holcombe disclaims beneficial ownership of those 1,111 shares.

(3) Includes 731,000 shares which could be acquired upon conversion (at the rate
of $5.00 per share) of $3,655,000 principal amount of the Company's 10 5/8%
Convertible Subordinated Reset Debentures due 2005 (the 'Convertible
Debentures') owned directly by Mr. Marx. Does not include 6,967,600 shares
of common stock owned by CLS. See 'Principal Securityholders' and 'Certain
Relationships and Related Transactions -- Agreements and Transactions with
CLS.' Mr. Marx is a director of CLS and also a major holder of the stock of
that company. Also does not include shares of common stock owned by United
Equities Company, a registered broker dealer which is a general partnership
in which Mr. Marx owns a majority interest.

(4) Includes 3,600 shares which could be acquired upon conversion (at the rate
of $5.00 per share) of $18,000 principal amount of the Convertible
Debentures owned directly by Mr. Press or held in a trust for which he
serves as trustee.

(5) Includes 11,111 shares as to which Mr. Russell has sole voting power, but as
to which disposition is restricted pursuant to the terms of the LTIP, and
21,840 shares which Mr. Russell could acquire upon the exercise of presently
exercisable stock options.

(6) 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 Company's 401(k) Savings Plan and
20,000 shares which Mr. Weiss could acquire upon the exercise of presently
exercisable stock options.

(7) See Notes (1) through (6) for details with respect to such ownership.

<PAGE>
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............................................ 6,967,600 %
</TABLE>

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below shows compensation paid in or with respect to each of the
last three fiscal years to the person who served as the Company's chief
executive officer during fiscal 1994, to each of the persons who were, for the
fiscal year ended October 31, 1994, the four most highly compensated executive
officers of the Company or its subsidiaries, and one former executive officer.

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------------
AWARDS
ANNUAL COMPENSATION -------------------------
--------------------------------------- RESTRICTED SECURITIES PAYOUTS
NAME AND PRINCIPAL OTHER ANNUAL STOCK UNDERLYING ------------ ALL OTHER
POSITIONS YEAR SALARY BONUS COMPENSATION(3) AWARDS OPTIONS/SARS LTIP PAYOUTS COMPENSATION(7)
- ----------------------- ---- -------- -------- --------------- ---------- ------------ ------------ ---------------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Allan E. 1994 $ 68,694(2) -0- N/A -0- -0- -0- -0-
Rubenstein(1) ....... 1993 $ 63,625(2) -0- N/A -0- -0- $ 1,770 -0-
Chairman of the Board

A. Thomas Bender ...... 1994 $243,583 $168,191 N/A $ 16,000(5) 100,000 -0- $ 524
President and Chief 1993 $188,285 $128,034 N/A -0- 3,220 $ 7,080 -0-
Executive Officer(4) 1992 $185,450(4) $128,492 N/A -0- 10,000(6) $ 12,625 -0-

Robert S. Holcombe .... 1994 $239,167 $166,220 N/A $ 48,000(9) -0- -0- $ 1,300
Senior Vice President 1993 $227,500 $ 11,375 N/A -0- 23,940 $ 3,717 $ 651
and General Counsel 1992 $211,174(8) $ 39,600 N/A -0- -0- -0- $ 362

Mark R. Russell ....... 1994 $249,828 $135,196 N/A $ 16,000(10) -0- -0- $ 1,118
President and CEO of 1993 $237,489 $ 35,688 N/A -0- 21,840 -0- $ 1,118
Hospital Group of 1992* $ 87,992 -0- N/A -0- 80,000(6) -0- $ 574
America, Inc.

Robert S. Weiss ....... 1994 $247,271(8) $155,690 N/A $ 48,000(11) 40,000 -0- $ 786
Senior Vice 1993 $236,391(8) $ 10,319 N/A -0- -0- $ 10,620 $ 447
President, Treasurer 1992 $210,000(8) $ 39,000 N/A -0- -0- -0- $ 362
and Chief Financial
Officer

Steven G. 1994 $208,667(13) -0- N/A $192,001(15) -0- $472,506(16) $ 205,609(17)
Singer(12) .......... 1993 $302,500 $118,906 N/A -0- -0- -0- $ 1,791
1992 $324,674(8) -0- $98,459(14) -0- -0- -0- $ 1,782
</TABLE>

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

* All amounts shown for fiscal 1992 cover the period from May 29, 1992, when
Hospital Group of America, Inc. was acquired by the Company, through
October 31, 1992.

(1) Dr. Rubenstein assumed the position of Acting Chairman of the Board in
April 1993. He served in that position through June 1994; in July 1994, he
assumed the position of Chairman of the Board.

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

(3) Excludes perquisites received as the value thereof did not exceed ten
percent of any listed person's annual salary and bonus.

(4) Mr. Bender assumed the positions of President and Chief Executive Officer
in May 1995. Prior thereto, he was serving as Executive Vice President and
Chief Operating Officer.

(5) As of October 31, 1994, Mr. Bender owned 11,111 shares of restricted stock;
the aggregate fair market value of those shares was $28,444 as of October
31, 1994. Restrictions will be removed from

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)
the 11,111 shares on May 25, 1996, assuming Mr. Bender is still an employee
of the Company. Those shares are eligible to receive any dividends paid by
the Company prior to the removal of restrictions therefrom.

(6) Cancelled and replaced by the option granted in 1993 for a smaller number
of shares bearing a lower exercise price.

(7) With the exception of Mr. Singer in fiscal 1994, consists of a $200
contribution by the Company to a 401(k) account (for each person other than
Mr. Bender) and premiums on life insurance policies.

(8) Includes directors' fees paid to: (i) Mr. Holcombe during a portion of
fiscal 1992, (ii) Mr. Singer during a portion of fiscal 1992 and (iii) Mr.
Weiss during a portion of fiscal 1992, all of fiscal 1993 and a portion of
fiscal 1994.

(9) As of October 31, 1994, Mr. Holcombe owned 33,333 shares of restricted
stock; the aggregate market value of those shares was $85,332 as of October
31, 1994. Restrictions were removed from those shares on January 3, 1995 in
connection with the entering into of an amendment dated November 16, 1994
to Mr. Holcombe's Employment Agreement with the Company, which reduced the
severance to which Mr. Holcombe would be entitled if his employment
terminates under certain circumstances. See 'Executive
Compensation -- Contracts.'

(10) As of October 31, 1994, Mr. Russell owned 11,111 shares of restricted
stock; the aggregate market value of those shares was $28,444 as of October
31, 1994. Restrictions will be removed from those shares on May 25, 1996,
assuming Mr. Russell is still an employee of the Company. Those shares are
eligible to receive any dividends paid by the Company prior to the removal
of restrictions therefrom.

(11) As of October 31, 1994, Mr. Weiss owned 33,333 shares of restricted stock;
the aggregate market value of those shares was $85,332 as of October 31,
1994. Restrictions will be removed from those shares on May 25, 1996,
assuming Mr. Weiss is still an employee of the Company. Those shares are
eligible to receive any dividends paid by the Company prior to the removal
of restrictions therefrom.

(12) Mr. Singer, the Company's former Executive Vice President and Chief
Operating Officer, commenced a leave of absence on March 29, 1994, which
continued through his termination on June 30, 1994.

(13) Through June 30, 1994, the date on which Mr. Singer's employment with the
Company terminated. For a description of the agreement pursuant to which
Mr. Singer's employment was terminated, see 'Executive
Compensation -- Contracts.'

(14) Amount received upon exercise of phantom stock units awarded under the
Company's LTIP.

(15) Represents the fair market value on the date of grant of 133,334 shares of
restricted stock granted to Mr. Singer in fiscal 1994 in connection with
the Turn-Around Incentive Plan. Restrictions were removed from those shares
in connection with the termination of Mr. Singer's employment with the
Company.

(16) Represents the taxable gain recognized in fiscal 1994 by Mr. Singer upon
the removal of restrictions from 182,611 shares of restricted stock in
connection with the termination of Mr. Singer's employment with the
Company.

(17) Represents a $200 contribution by the Company to Mr. Singer's 401(k)
account, the premium on a life insurance policy and the value of cash paid
and equipment transferred to Mr. Singer in fiscal 1994 in connection with
the termination of Mr. Singer's employment with the Company.

<PAGE>
OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1994

<TABLE>
<CAPTION>
PERCENT OF
TOTAL OPTIONS
GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION GRANT DATE
NAME GRANTED FISCAL YEAR PER SHARE DATE PRESENT VALUE(3)
- ------------------------------------------------- ------- ------------- -------------- ---------- -----------------

<S> <C> <C> <C> <C> <C>
A. Thomas Bender................................. 25,000 (1) 6.10% $ 1.06 3/29/04 $12,358
25,000 (1) 6.10% $ 1.06 3/29/04 $12,358
25,000 (1) 6.10% $ 1.06 3/29/04 $12,358
25,000 (1) 6.10% $ 1.06 3/29/04 $12,358
Robert S. Holcombe............................... -0-
Allan E. Rubenstein.............................. -0-
Mark R. Russell.................................. -0-
Robert S. Weiss.................................. 10,000 (2) 2.44% $ 2.56 10/27/04 $13,453
10,000 (2) 2.44% $ 2.56 10/27/04 $13,453
10,000 (2) 2.44% $ 2.56 10/27/04 $13,453
10,000 (2) 2.44% $ 2.56 10/27/04 $13,453
Steven G. Singer................................. -0-
</TABLE>

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

(1) For Mr. Bender's option to vest, two tests must be met simultaneously: (a)
Mr. Bender shall remain as the Chief Executive Officer of the Company for a
specified period of time following the date of grant, and (b) the price of
the Company's common stock shall have reached a specified level.
Specifically, 25,000 shares of the 100,000 share option became exercisable
immediately, 25,000 shares became exercisable on March 29, 1995 and an
additional 25,000 shares will become exercisable on each of March 29, 1996
and 1997, assuming that Mr. Bender continues to serve as the Company's Chief
Executive Officer. Despite the foregoing, before any portion of the option
can be exercised, the Average Price (as defined in the Option Agreement) of
a share of the Company's common stock must equal or exceed $1.50 per share
with respect to the first 33,333 shares available for purchase under the
option, $3.00 per share with respect to the second 33,333 shares and $5.00
per share with respect to the last 33,334 shares. During the period of April
1, 1999 through September 29, 2003, assuming no previous forfeiture of the
option, any portion of the option which has not yet become exercisable shall
become exercisable if the Average Price of a share of the common stock
equals or exceeds $10.00. If any portion of the option has not become
exercisable by September 30, 2003, and the option has not previously been
forfeited, it shall become exercisable on that date. Vesting could be
accelerated upon the occurrence of certain events relating to a change in
control of the Company.

(2) Twenty-five percent of the 40,000 share option became exercisable upon
grant. The remainder will become exercisable in 25% increments when the
Average Price (as defined in the Option Agreement) of a share of the
Company's common stock equals or exceeds $4.00, $5.00 and $6.00,
respectively, if Mr. Weiss is still employed by the Company on those dates.
If any portion of the option has not become exercisable by July 27, 2004, it
shall become exercisable on that date, provided Mr. Weiss is still an
employee of the Company.

(3) Calculated using the Minimum Value Option Pricing model and assuming a rate
of 6.48% on U.S. Treasury Bonds for Mr. Bender and 7.74% for Mr. Weiss.
Minimum Option Value per share equals the fair market value of the Company's
common stock on the date of grant 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 will depend on the amount by which the
price at which the shares underlying the option are ultimately sold exceeds
the exercise price of the option.

<PAGE>
AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
OCTOBER 31, 1994 AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES ACQUIRED VALUE OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------------------------- --------------- -------- -------------------------- -------------------------

<S> <C> <C> <C> <C>
A. Thomas Bender................ 3,220 $7,052 25,000/75,000 $37,500/$112,500
Robert S. Holcombe.............. -0- -0- 23,940/0 $47,880/$0
Allan E. Rubenstein............. -0- -0- 0/0 $0/$0
Mark R. Russell................. -0- -0- 21,840/0 $43,680/$0
Robert S. Weiss................. -0- -0- 20,000/30,000 $0/$0
Steven G. Singer................ -0- -0- 0/0 $0/$0
</TABLE>

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 the applicable
annual maximum compensation permitted to be taken into account under Internal
Revenue Service guidelines 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 and Weiss are
approximately $21,000, $31,000 and $53,000, respectively.1 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.
Singer, who is vested under the plan and whose employment with the Company has
been terminated, will, upon reaching age 65, be entitled to receive a pension of
$11,981 per year. Neither Mr. Russell nor Dr. Rubenstein is a participant in the
plan.

CONTRACTS

The Company is a party to employment 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. Hospital Group of America, Inc.,
another subsidiary, is a party to an agreement with Mark R. Russell. Each
agreement provides that employment shall continue until terminated, except the
agreement relating to Mr. Russell, which expires on July 1, 1997. Compensation
paid pursuant thereto and awards under the Company's LTIP are set forth on the
foregoing tables. Subject to the amendments described below with respect to
Messrs. Bender and Holcombe, if (i) the Company or relevant subsidiary
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 the relevant subsidiary will
pay Mr. Bender 200% and each of Messrs. Holcombe, Russell and Weiss 150% 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). In addition, subject to the
amendment described below with respect to Mr. Holcombe, Messrs. Bender, Holcombe
and Weiss would continue to participate in the Company's or relevant
subsidiary'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 Company's Incentive Payment Plan (or
any comparable plan then in

- ------------
1 These numbers have declined from estimates reported in previous years
following recent action taken by the Internal Revenue Service to decrease the
maximum wages on which qualified pension benefits can be computed.

<PAGE>
effect) based on the number of months he served during the year in which the
termination occurs. Each of those individuals would also become fully vested in
all benefits due under the Retirement Income Plan. 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 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 March 1994 and May 1995, Mr. Bender's employment agreement was amended
in connection with his assumption of additional responsibilities. Information
relating to Mr. Bender's salary, bonus and grant of a stock option under the
Company's LTIP is contained in the charts appearing prior to this section. In
addition, the amendments provide for Mr. Bender to receive additional grants
under the LTIP in each of March 1995, 1996 and 1997, of options to purchase up
to 33,333 shares of the Company's common stock at the then current fair market
value of such shares, provided he is still serving as the Company's Chief
Executive Officer. The agreement further provides that if Mr. Bender is asked,
at any time, to relinquish the position of Chief Executive Officer of the
Company, such relinquishment will not entitle Mr. Bender to terminate his
employment for Good Reason and will not constitute a termination under the
agreement so long as Mr. Bender remains in the position of President of
CooperVision, Inc.

On November 16, 1994, Mr. Holcombe and the Company amended Mr. Holcombe's
employment agreement to eliminate his ability to terminate his employment with
Good Reason as a result of the Change in Control occasioned by the departure
from the Company of certain members of senior management. In addition, the
severance payments and the duration of post-termination benefits to which Mr.
Holcombe would be entitled if his employment is terminated by the Company under
certain conditions or if he elects to terminate his employment under certain
conditions were decreased from 150% to 125% of annual base salary and from 18
months to 15 months of post-termination benefits. In exchange for agreeing to
those amendments, Mr. Holcombe received a payment of $47,500 in November 1994
and had restrictions removed from 33,333 shares of restricted stock on January
3, 1995.

Mr. Singer's employment with the Company was terminated pursuant to a
settlement agreement executed on August 30, 1994 but which was retroactively
effective to June 30, 1994. In connection with that termination, Mr. Singer made
certain representations and warranties relating to noncompetition with the
Company and nondisclosure of any of the Company's proprietary information. Mr.
Singer, on behalf of himself and all members of his family other than Gary
Singer, released the Company from liability for certain legal fees and granted a
release from any claims relating to any aspect of any relationship between the
Company and such members of his family. Mr. Singer received from the Company
payment for his accrued but unused vacation time, additional cash payments of
approximately $60,000 to Mr. Singer and $25,000 to an attorney representing Mr.
Singer in connection with Company matters, 315,945 shares of the Company's
common stock from which all restrictions had been removed and the furnishings of
his office. Until June 1997, the Company will continue to provide Mr. Singer
with medical and life insurance along with a monthly stipend of $2,000 to cover
the costs of office and secretarial services and an automobile lease. Mr. Singer
will remain eligible for an award of restricted stock granted to him under the
Company's 1993 Turn-Around Incentive Plan if certain of that Plan's thresholds
are satisfied before June 30, 1997. The Company released Mr. Singer and his
relatives other than Gary Singer from claims relating to the relationship
between the Company and Mr. Singer and events relating to certain legal
proceedings in which Mr. Singer and/or Gary Singer were named as defendants,
except that the Company retained the right to assert claims against any
disgorgement or restitution fund established in connection with those legal
proceedings.

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

<PAGE>
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. On January 16,
1995, the Board of Directors amended the LTIP to provide that, with certain
exceptions, the occurrence of a Change in Control or a Potential Change in
Control would have no effect on any awards made under the LTIP subsequent to
December 19, 1994.

Messrs. Bender, Holcombe, Russell, 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 then 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
plan).

COMPENSATION OF DIRECTORS

Prior to May 23, 1994, 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). With the election of Mr. Bender to the Board on
May 23, 1994, the Board determined that quarterly payments would no longer be
paid with respect to any director who is also an employee of the Company or a
subsidiary. With respect to each director who is not also a paid employee of the
Company or a subsidiary, the Board implemented a scaled-back fee schedule on
September 13, 1994. Each non-employee director is now entitled to receive fees
ranging from $125 to $1,000 for each meeting of the Board of Directors or a
Committee of the Board attended (unless two or more meetings are held on the
same day, in which case the maximum fee payable in connection with that day's
meetings 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 such.

On April 26, 1990, the Company's Board of Directors adopted the 1990
Non-Employee Directors Restricted Stock Plan (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 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 would be removed from any restricted shares then outstanding.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mel Schnell became a director and a member of the Compensation Committee of
the Board of Directors in September 1993 and served in those positions until his
death in May 1995. He also served

<PAGE>
as the President and a director of CLS and was 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/Long Term Incentive Plan Committee (the '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

Throughout fiscal 1994, the period covered by this report, the Committee
was composed of three outside directors: Messrs. Filler, Kalkstein and Schnell.
Following the death of Mr. Schnell in May 1995, Mr. Press joined the Committee.

In 1993, the Committee retained Towers Perrin, an independent, nationally
recognized compensation consulting firm, and with its assistance created a
charter defining the Committee's scope and philosophy. The charter provides that
the 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 charter also
called for the Committee to review and approve the terms of each incentive
compensation and bonus program in effect and the aggregate amounts which can be
awarded thereunder on a yearly basis and in the aggregate. The members of the
Committee also administer the Company's LTIP.

EXECUTIVE COMPENSATION FOR FISCAL 1994

In accordance with the charter established by the Committee, the 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 the
serious legal and financial problems confronting it at that time, and when
traditional performance-based compensation methods offered few incentives. As
the Company's legal problems have been subsiding and the Company has been
returning to profitability, increasing emphasis is being placed on
performance-based compensation in fiscal 1995 and will continue to be in years
subsequent thereto.

In keeping with the goal of enhancing the Company's profitability 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.
Generally, the plans require employees to remain employed by the Company
throughout the period in order to receive their awards.

During fiscal 1994, the Company's executive officers dealt with a number of
significant issues, including:

(a) the consummation of an Exchange Offer and Consent Solicitation
relating to the Company's Convertible Debentures, which resulted in the
waiver of any defaults or potential defaults that may have occurred through
January 6, 1994 under the Indenture governing that debt

<PAGE>
and the adoption of various amendments to the Indenture to remove certain
of the stringent operating restraints contained therein;

(b) criminal litigation which led to a finding of guilt against a
former officer and director of the Company and, derivatively, against the
Company;

(c) following completion of the criminal trial, the resumption of an
SEC enforcement action against the Company, which was subsequently settled,
and certain derivative litigation closely tied to matters at issue in the
criminal and SEC litigation;

(d) the expenditure of substantial amounts of money on legal fees and
costs related to the payment of settlements and fines which, when combined
with operating losses, caused the Company to experience negative
stockholder equity since early in fiscal 1994;

(e) a drastic reduction in the Company's cash and cash equivalents as
a result of the above matters and the breast implant litigation which was
favorably settled just prior to the beginning of fiscal 1994;

(f) the negotiation and implementation of an $8 million line of credit
for one of the Company's subsidiaries; and

(g) the subsequent slowdown in spending for legal matters, such that
legal expenditures and other headquarters and operating expenses decreased
significantly by year-end, leading to the Company reporting profitable
third and fourth quarters in fiscal 1994.

Decisions made by the Committee with respect to compensation for fiscal
1994 took into account all of the above-mentioned developments, the Company's
unique and difficult circumstances, the progress that was made in resolving
those difficulties and a variety of other factors. The Committee continued to be
guided by the compensation guidelines established by the Committee in 1993. The
Committee's 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,
and second on the relationship between compensation and operating results. As
successful solutions to the legal and financial problems are being attained, the
Committee has been moving towards placing greater emphasis on operating results,
and therefore tying 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. Participation
levels under the Company's 1994 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. While the first distribution under the Company's
Turn-Around Incentive Plan (which was established to address the unique and
severe problems facing the Company when that plan was adopted in fiscal 1993)
was made during fiscal 1994, eligibility and award levels were assigned in
fiscal 1993 based on the recommendations of Towers Perrin in consultation with
the then Chief Operating Officer and the Committee. The distribution made under
the Turn-Around Incentive Plan occurred during fiscal 1994 due to the increase
in the trading price for the Company's Common Stock.

The Committee's decisions regarding the base salaries of individual
executive officers during fiscal 1994 and the actual amounts awarded in December
1994 under the 1994 Incentive Payment Plan took into account the factors
described in this report, as well as the Committee's desire 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. The performance
of the Company was deemed to be the second most important element to consider in
determining base salaries.

In making the actual awards under the 1994 Incentive Payment Plan, primary
consideration was given to the performance of the Company or the subsidiary for
which the plan participant worked.

<PAGE>
Incentive Payment Plan awards are paid when the operating businesses meet
specified sales, income and cash flow thresholds, and when the Company's
consolidated results meet specified income and cash flow tests. In addition, a
portion of each individual's award can be granted on a discretionary basis by
the Committee. Only Mr. Bender had an Incentive Payment Plan award that took
into account both the performance of CooperVision, Inc., which exceeded all of
its budgeted performance levels, and of the Company on a consolidated
basis -- given his dual roles as an officer of both CooperVision and the
Company. Only Mr. Bender was granted by the Committee the maximum amount
allowable under the discretionary portion of his bonus plan.

While, as noted above, additional factors were taken into consideration in
connection with both the setting of base salaries and the awarding of bonuses
under the Incentive Payment Plan, no attempt was made to rank those factors as
to level of importance. Because of the Company's improved performance by the end
of fiscal 1994, the percentage of overall compensation received by the executive
officers in fiscal 1994 derived under the Incentive Payment Plan was
significantly higher than in fiscal 1993.

CEO COMPENSATION FOR FISCAL 1994

Dr. Rubenstein became the Company's Acting Chairman of the Board on April
13, 1993 and held that position until July 9, 1994, when he was named Chairman
of the Board. His responsibilities consist primarily of directing the activities
of the Board and serving as a spokesman for the Company with stockholders, the
financial community and the press. In addition, he serves as the Chairman of the
Management Committee, which provides oversight to and consults with the
Company's senior management. 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.'

A. Thomas Bender did not assume the position of President and Chief
Executive Officer of the Company until fiscal 1995.

THE COMPENSATION AND LONG TERM INCENTIVE PLAN COMMITTEE
MARK A. FILLER
MICHAEL H. KALKSTEIN
DONALD PRESS

<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, 1994. The graph assumes that the value of the
investment in the Company and in each index was $100 on October 31, 1989 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., Boston Scientific Corp., 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.

RETURN TO STOCKHOLDERS OF
THE COOPER COMPANIES, INC.

[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
Five Year Total Return
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
The Cooper Companies, Inc. 100.00 145.00 125.00 55.00 27.48 105.00
S&P Medical Products & Supplies 100.00 117.07 208.50 199.64 151.54 173.28
S&P 500 100.00 92.49 123.47 135.73 155.93 161.97
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AGREEMENTS AND TRANSACTIONS WITH CLS

The Company entered into a Settlement Agreement with CLS, dated June 14,
1993 (the 'Settlement Agreement'), to resolve all pending disputes with 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 (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 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 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 must be reasonably acceptable to the
Company) by CLS. The number of CLS designees will decline to two if CLS owns
less than 5,400,000

<PAGE>
shares of common stock and to one if CLS owns less than 2,400,000 shares of
common stock, subject to CLS's right to designate additional directors if the
term of the agreement is extended under certain circumstances. 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 a new chief executive officer or chairman of the
board of the Company is hired, 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 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 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
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 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 with respect to Board representation and voting, and the
restrictions on CLS's acquisition and transfer of securities of the Company,
were to terminate on June 14, 1995, or earlier if CLS beneficially owned less
than 1,000,000 shares of common stock, subject to extension under certain
circumstances. In January 1995, in connection with an amendment to the Company's
Rights Agreement dated as of October 29, 1987, between the Company and The First
National Bank of Boston (the 'Rights Agreement'), as Rights Agent, the Company
and CLS amended the 1993 Settlement Agreement to provide that the provisions
relating to CLS's representation on the Company's Board, CLS's obligations with
respect to voting its securities of the Company and the restrictions on CLS's
acquisition and transfer of securities of the Company, will now end on the
earlier of (i) the first date on which CLS beneficially owns fewer than
1,000,000 shares of the Company's outstanding common stock or (ii) October 31,
1996, or if any person (other than Messrs. Schnell and Marx) becomes the
beneficial owner of 20% or more of the outstanding shares of common stock of
CLS, then on April 30, 1997.

Following termination of the 1993 Settlement Agreement and through June 12,
2002, CLS will continue to have the contractual right that it had pursuant to a
1992 settlement agreement between CLS and the Company to designate two directors
of the Company, so long as CLS continues to own at least 2,400,000 shares of
common stock, or one director, so long as it continues to own at least 1,000,000
shares of common stock.

BUSINESS RELATIONSHIPS

Michael H. Kalkstein, a director of the Company since April 1992, is a
partner in the law firm of Graham & James, which has been compensated for legal
services rendered to the Company in fiscal 1994. Mr. Kalkstein was a partner in
the law firm of Berliner Cohen through August 1994. That firm was also
compensated for legal services rendered to the Company in fiscal 1994.

<PAGE>
PROPOSAL 2 -- REDUCTION OF AUTHORIZED SHARES OF
COMMON AND PREFERRED STOCK

GENERAL

The Restated Certificate of Incorporation of the Company, as amended,
presently authorizes the issuance of a total of 100,000,000 shares of Common
Stock, $.10 par value, and 10,000,000 shares of Preferred Stock, $.10 par value.
On August 10, 1995, the record date, shares of Common Stock were
issued and outstanding. As of that date, no shares of Preferred Stock were
issued and outstanding. The Company has reserved 3,353,864 shares of Common
Stock for future issuance in connection with the LTIP and RSP, 1,858,000 shares
for issuance upon conversion of outstanding Convertible Debentures, 720,001
shares for issuance upon the exercise of all currently outstanding options and
738,950 shares for issuance upon the exercise of all currently outstanding
warrants.

On June 7, 1995, the Board of Directors adopted a resolution proposing and
declaring the advisability of an amendment to the Company's Restated Certificate
of Incorporation decreasing the authorized number of shares of stock which could
be issued by the Company. Assuming approval of the 1:3 reverse stock split
described in Proposal 3, the authorized shares of Common Stock would be reduced
from 100,000,000 to 20,000,000 and the authorized shares of Preferred Stock
would be reduced from 10,000,000 to 1,000,000. In the event the reverse stock
split is not approved, the authorized shares of Common Stock would be reduced
from 100,000,000 to 60,000,000 and the authorized shares of Preferred Stock
would be reduced from 10,000,000 to 2,000,000. The Board of Directors directed
that this proposed amendment be considered by the Company's stockholders at the
Annual Meeting on September 20, 1995. Two versions of Section (a) to Article IV
of the Restated Certificate of Incorporation, as proposed to be amended, are set
forth in full in Appendix A to this Proxy Statement. The first version assumes
approval of the 1:3 reverse stock split; the second version does not. Only the
appropriate version will appear in the Certificate of Amendment actually filed
with the office of the Secretary of State of Delaware. Furthermore, such text is
subject to change as may be required by the Delaware Secretary of State.
Assuming approval by the stockholders, the amendment will become effective as of
the date and time it is filed with the office of the Secretary of State of
Delaware.

PURPOSE AND EFFECT OF PROPOSED REDUCTION IN AUTHORIZED SHARES

The reduction in authorized shares of stock will allow the Company to
reduce certain franchise tax expenses. The Company is a Delaware corporation and
is subject to an annual franchise tax payment under Delaware law. Delaware's
annual franchise tax payment is calculated by one of two methods -- the
authorized shares method or the assumed par value capital method. Between the
two methods, the lesser tax is payable. After adoption of either proposed
amendment to reduce the number of authorized shares, the assumed par value
capital method of calculation produces the lower tax for the Company.

On March 1, 1995, the Company was liable for a Delaware franchise tax of
$55,200. Had the Company's proposed reduction in authorized shares and the 1:3
reverse stock split been in effect, the Company's Delaware franchise tax payable
on March 1, 1995 would have been $30,200, a savings of approximately $25,000.
Had the Company's proposed reduction in authorized shares been in effect without
a reverse stock split, such that the authorized shares would be 62,000,000, the
Company's Delaware franchise tax payable on March 1, 1995 would have been
$31,000, a savings of approximately $24,000. Although the Company cannot predict
the precise savings it will effect in future years by reducing the number of
shares of Common and Preferred Stock authorized to be issued and outstanding, it
believes the savings will continue to be comparable.

The Directors of the Company believe that, following approval of the
reduction in the number of shares of Common and Preferred Stock of the Company
authorized to be issued and outstanding (whether or not the reverse stock split
is approved and implemented), there should be sufficient authorized but unissued
shares in each category to provide the Company with the flexibility it might
need in the future. Shares are reserved for issuance in connection with the
Company's LTIP and RSP, conversion of the Convertible Debentures and exercise of
outstanding options and warrants.

<PAGE>
VOTE REQUIRED AND RECOMMENDATION

The affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock is necessary to approve the Amendment to the
Restated Certificate of Incorporation reducing the number of shares authorized
to be issued. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF A
REDUCTION IN THE NUMBER OF SHARES OF STOCK TO BE ISSUED AND THE RELATED
AMENDMENT.

PROPOSAL 3 -- APPROVAL OF REVERSE STOCK SPLIT

GENERAL

The Board of Directors of the Company has adopted resolutions approving,
and authorizing the submission to stockholders for their approval, a proposal to
amend the Restated Certificate of Incorporation of the Company to effect a
one-for-three reverse stock split (the 'Reverse Split') of the presently issued
and outstanding shares of the Company's Common Stock. The complete text of the
amendment to the Restated Certificate of Incorporation to be adopted with
respect thereto is set forth in Appendix A hereto; however, such text is subject
to change as may be required by the Delaware Secretary of State. If the Reverse
Split is approved by the requisite vote of the Company's stockholders, it will
be effective upon filing of the Amendment to the Restated Certificate of
Incorporation with the Delaware Secretary of State, and each certificate
representing shares of Common Stock outstanding immediately prior to the Reverse
Split (the 'Old Shares') will be deemed automatically without any action on the
part of the stockholders to represent one-third the number of shares of Common
Stock after the Reverse Split (the 'New Shares'); provided, however, that no
fractional New Shares will be issued as a result of the Reverse Split. After the
Reverse Split becomes effective, stockholders will be asked to surrender
certificates representing Old Shares in accordance with procedures set forth in
a letter of transmittal to be sent by the Company. See 'Exchange of Stock
Certificates and Treatment of Fractional Shares.' Upon such surrender, a
certificate representing the New Shares will be issued and forwarded to the
stockholders. Each certificate representing Old Shares which remains outstanding
will continue to be valid and to represent the appropriately reduced whole
number of New Shares.

The number of shares of capital stock authorized by the Articles will not
change as a result of the proposed Reversed Split; however, it will decrease
upon the approval by the stockholders of Proposal 2 above. Shares of the Common
Stock issued pursuant to the Reverse Split will be fully paid and nonassessable.
The voting and other rights that presently characterize the Common Stock will
not be altered by the Reverse Split.

If Proposal 3 is approved by the stockholders of the Company, no individual
will then have the right under Delaware law to dissent from the Reverse Split of
the Common Stock.

PURPOSES OF THE PROPOSED REVERSE SPLIT

The principal purpose of the proposed amendment is to reduce the number of
shares of Common Stock outstanding. The Board of Directors believes that the
total number of shares currently outstanding is disproportionately large
relative to the Company's present market capitalization. In addition, the Board
of Directors believes that the present level of the per share market price of
the Common Stock impairs its acceptability by the financial community and
investing public and that the Reverse Split should result in a broader market
for the Common Stock than that which currently exists. The current share price
of the Common Stock may limit its effective marketability because of the
reluctance of many brokerage firms and institutional investors to recommend
lower-priced stocks to their clients, or to hold them in their own portfolios. A
variety of brokerage house policies and practices tend to discourage individual
brokers within those firms from dealing with lower-priced stocks. Some of those
policies and practices pertain to the payment of brokers' commissions and to
time-consuming procedures that function to make the handling of lower-priced
stocks economically unattractive to brokers. In addition, the structure of
trading commissions also tends to have an adverse impact upon holders of
lower-priced stock because the brokerage commission on a sale of lower-priced
stock generally represents a higher percentage of the sales price than the
commission on a relatively higher-priced issue. Moreover, at the current share
price of the Common Stock, stockholders are unable to obtain margin credit for
their shares.

<PAGE>
Although there can be no assurance that the price of the Common Stock after
the Reverse Split will actually increase in an amount proportionate to the
decrease in the number of outstanding shares, the proposed Reverse Split should
result in a price level for the Common Stock that will reduce, to some extent,
the effect of the above-referenced policies and practices of brokerage firms and
diminish the adverse impact of trading commissions on the market for the Common
Stock, as well as enable stockholders to obtain margin credit for their shares
of Common Stock. The expected increased price level may also encourage interest
and trading in the Common Stock and possibly promote greater liquidity for the
Company's stockholders, although such liquidity could be adversely affected by
the reduced number of shares of Common Stock outstanding after the Reverse Split
takes effect.

There can be no assurance that any or all of these effects will occur,
including, without limitation, that the market price per New Share of Common
Stock after the Reverse Split will be three times the market price per Old Share
of Common Stock before the Reverse Split, or that such price will either exceed
or remain in excess of the current market price. Stockholders should also note
that the Board of Directors cannot predict what effect the Reverse Split will
have on the liquidity or trading volume of the Common Stock.

EFFECT OF THE PROPOSED REVERSE SPLIT

Assuming approval of the Reverse Split by the requisite vote of the
stockholders at the meeting, the Amendment to the Restated Certificate of
Incorporation will thereafter promptly be filed with the Delaware Secretary of
State, and the Reverse Split will become effective as of 5:00 p.m., eastern
daylight time, on the date of such filing (the 'Reverse Split Effective Date').
Without any further action on the part of the Company or the stockholders, after
the Reverse Split, the certificates representing Old Shares will be deemed to
represent the appropriately reduced whole number of New Shares.

As of August 10, 1995, the number of issued and outstanding Old Shares was
34, . Following the effectiveness of the Reverse Split, New Shares
of Common Stock will be outstanding, assuming no additional shares of Common
Stock have been issued subsequent to the record date but prior to the Reverse
Split Effective Date. The number of holders of the Company's Common Stock on the
record date was . The proposed Reverse Split will not affect the
proportionate equity interest in the holdings of any holder of Common Stock,
except as may result from the provisions for the elimination of fractional
shares as described below under 'Exchange of Stock Certificates and Treatment of
Fractional Shares.' The Reverse Split will result in the number of record
holders decreasing by approximately 280 as a result of such provisions, since
each of those holders will own less than one New Share following the Reverse
Split Effective Date. In addition, the number of record holders and non-record
holding beneficial owners (whose shares are registered in the name of a nominee
or brokerage firm) who own at least 100 New Shares will be lower than the number
of holders owning at least 100 Old Shares. The Company may choose to engage in
an old lot buyback program subsequent to the Reverse Split. This program would
result in a further reduction of the number of stockholders.

The par value of the Common Stock will remain at $.10 per share following
the Reverse Split, and the number of shares of Common Stock outstanding will be
reduced. As a consequence, the aggregate par value of the outstanding Common
Stock will be reduced, while the aggregate capital in excess of par value
attributable to the outstanding Common Stock for statutory and accounting
purposes will be correspondingly increased. The resolutions approving the
Reverse Split provide that this increase in capital in excess of par value will
be treated as capital for statutory purposes.

The Company's Annual Report for the fiscal year ended October 31, 1994, and
the Company's Quarterly Report on Form 10-Q for the second fiscal quarter and
six months ended April 30, 1995, which were mailed to stockholders together with
this Proxy Statement, include the consolidated financial statements of the
Company. If the Reverse Split is adopted, following the Reverse Split Effective
Date, the per share information and the average number of shares outstanding as
presented in previously issued consolidated financial statements of the Company
would be restated to reflect the Reverse Split. The net loss per share of Common
Stock would be ($2.90) for the fiscal year ended October 31, 1992, ($4.70) for
the fiscal year ended October 31, 1993, and ($.47) for the fiscal year ended
October 31, 1994, and the net income (loss) per share of Common Stock for the
three months ended

<PAGE>
April 30, 1994 and 1995 would be ($.38) and $.05, respectively, and for the six
months ended April 30, 1994 and 1995 would be ($.90) and $.08, respectively.

Two outstanding benefit plans, the LTIP and RSP, enable the Company to
grant to participants in those plans either shares of Common Stock of the
Company or instruments which are derivatives of the Common Stock. The Reverse
Split will have the effect of reducing the number of shares reserved for future
issuances under such plans to one-third of their current amount. With respect to
all currently outstanding options and warrants, the Reverse Split will reduce
the number of shares purchasable under such options or warrants to one-third of
their current amount and correspondingly will increase the exercise price of the
outstanding options and warrants by a multiple of three. The conversion price on
the Convertible Debentures will increase from $5.00 to $15.00 per share. Under
the Company's Rights Agreement, the number of Rights associated with each share
of Common Stock will increase from one to three following the Reverse Split.

<TABLE>
<CAPTION>
AFTER REVERSE
PRIOR TO REVERSE SPLIT AND
SPLIT AND RELATED RELATED
CERTIFICATE CERTIFICATE
NUMBER OF SHARES OF COMMON STOCK AMENDMENT AMENDMENT
- ---------------------------------------------------------------------- ----------------- -------------
<S> <C> <C>
Authorized............................................................ 100,000,000 20,000,000
Outstanding on Record Date............................................
Reserved for issuance upon conversion of outstanding Convertible
Debentures.......................................................... 1,858,000 619,333
Reserved for issuance upon exercise of outstanding options............ 720,001 240,000
Reserved for issuance upon exercise of outstanding warrants........... 738,950 246,316
Reserved for issuance in connection with future grants under the LTIP
and RSP............................................................. 3,353,864 1,117,954
Available for issuance by action of the Board of Directors (after
giving effect to the above reservations)............................
</TABLE>

The Common Stock is currently registered under Section 12(b) of the
Exchange Act and, as a result, the Company is subject to the periodic reporting
and other requirements of the Exchange Act. The Common Stock is listed for
trading on both the NYSE and the PSE. The Reverse Split will not effect the
registration of the Common Stock under the Exchange Act or the listing of the
Common Stock on the NYSE and the PSE. After the Reverse Split Effective Date,
trades of the New Shares will continue to be reported on the NYSE and PSE under
the Company's symbol, 'COO.'

EXCHANGE OF STOCK CERTIFICATES AND TREATMENT OF FRACTIONAL SHARES

As soon as practicable after the Reverse Split Effective Date, the Company
will send a letter of transmittal to each holder of record of Old Shares
outstanding on the Reverse Split Effective Date. The letter of transmittal will
contain instructions for the surrender of certificate(s) representing such Old
Shares to American Stock Transfer and Trust Company, which will be appointed
exchange agent (the 'Exchange Agent') to act for stockholders in effecting the
exchange of their certificates. Upon proper completion and execution of the
letter of transmittal and return thereof to the Exchange Agent, together with
the certificate(s) representing Old Shares, a stockholder will be entitled to
receive a certificate representing the number of New Shares into which his Old
Shares have been reclassified and changed as a result of the Reverse Split.
Stockholders holding a number of Old Shares not evenly divisible by three, and
stockholders holding only one or two Old Shares, upon surrender of their old
certificates, will receive cash in lieu of fractional shares.

STOCKHOLDERS SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO.
NO NEW CERTIFICATE WILL BE ISSUED TO A STOCKHOLDER UNTIL HE HAS SURRENDERED HIS
OUTSTANDING CERTIFICATE(S) TOGETHER WITH THE PROPERLY COMPLETED AND EXECUTED
LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT.

No script or certificate representing fractional shares of Common Stock
will be issued and no such fractional share interest will entitle the holder
thereof to vote, or to any rights of a stockholder of the Company. In lieu
thereof, a certificate or certificates evidencing the aggregate of all
fractional shares otherwise issuable (rounded, if necessary, to the next highest
whole share) shall be issued to the

<PAGE>
Exchange Agent or its nominee, as agent for the accounts of all holders of
Common Stock otherwise entitled to have a fraction of a share issued to them in
connection with the Reverse Split. Sales of fractional interests will be
effected by the Exchange Agent as soon as practicable on the basis of prevailing
market prices of the Common Stock on the NYSE at the time of sale. After the
Reverse Split Effective Date, the Exchange Agent will pay to such stockholders
their pro rata share of the net proceeds derived from the sale of their
fractional interests upon surrender of their stock certificates.

FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT

THE FOLLOWING DISCUSSION, WHICH SUMMARIZES CERTAIN FEDERAL INCOME TAX
CONSEQUENCES, IS INCLUDED FOR GENERAL INFORMATION ONLY. THIS DISCUSSION DOES NOT
PURPORT TO DEAL WITH ALL ASPECTS OF FEDERAL INCOME TAXATION THAT MAY BE RELEVANT
TO HOLDERS OF COMMON STOCK AND IS NOT INTENDED TO BE APPLICABLE TO ALL
CATEGORIES OF INVESTORS. STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS
TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX EFFECTS OF THE REVERSE SPLIT IN
LIGHT OF THEIR INDIVIDUAL CIRCUMSTANCES.

The Company has not sought and will not seek an opinion of counsel or a
ruling from the Internal Revenue Service regarding the federal income tax
consequences of the Reverse Split. The Company, however, believes that because
the Reverse Split is not part of a plan to periodically increase a stockholder's
proportionate interest in the assets or earnings and profits of the Company, the
Reverse Split will have the following federal income tax consequences:

1. A stockholder will not recognize gain or loss on the exchange,
except as set forth in 3 below. In the aggregate, the stockholder's basis
in the New Shares will equal such person's basis in the Old Shares held by
that stockholder immediately prior to the Reverse Split, reduced by the
amount of proceeds, if any, received from the sale of fractional interests
and increased by any gain recognized on that sale.

2. A stockholder's holding period for the New Shares will be the same
as the holding period of the Old Shares exchanged therefor.

3. Although the tax consequences to stockholders who receive cash in
lieu of fractional shares are not entirely certain, those stockholders
should recognize a gain or loss for federal income tax purposes as a result
of the disposition of Old Shares equal to the difference between the cash
received and the basis of the Old Shares disposed of. Stockholders who do
not receive any cash for their holdings will not recognize any gain or loss
for federal income tax purposes as a result of the Reverse Split.

4. The Reverse Split will constitute a reorganization within the
meaning of Section 368(a)(1)(E) of the Internal Revenue Code, and the
Company will not recognize any gain or loss as a result of the Reverse
Split.

MISCELLANEOUS

The Board of Directors may abandon the proposed Reverse Split at any time
before or after the Annual Meeting and prior to the Reverse Split Effective Date
if for any reason the Board of Directors deems it advisable to abandon the
proposal. In addition, the Board of Directors may make any and all changes to
the Amendment to the Restated Certificate of Incorporation that it deems
necessary to file the Amendment with the Delaware Secretary of State and to give
effect to the Reverse Split.

VOTE REQUIRED AND RECOMMENDATION

The affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock is necessary to approve the Amendment to the
Restated Certificate of Incorporation for the Reverse Split. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE REVERSE SPLIT AND THE
RELATED AMENDMENT.

<PAGE>
PROPOSAL 4 -- RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors has appointed the firm of KPMG Peat Marwick LLP,
independent 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, 1995, such
appointment to continue at the pleasure of the Board of Directors and to be
subject to ratification by the stockholders. KPMG Peat Marwick LLP has acted as
auditors of the Company since the Company's 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 LLP 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, FOR
the amendments to the Restated Certificate of Incorporation to reduce the number
of shares of stock authorized to be issued and to effectuate the one-for-three
Reverse Split and FOR ratification of the appointment of KPMG Peat Marwick LLP
as independent certified public accountants of the Company for fiscal 1995.

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 1996 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 1996 annual meeting of stockholders. For a stockholder to nominate any
person for election as a director at the 1996 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 1996 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 (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

<PAGE>
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.
Chairman of the Board of Directors

<PAGE>
APPENDIX A

RESOLVED, that the Restated Certificate of Incorporation of The Cooper
Companies, Inc. be amended by means of the Certificate of Amendment as set forth
below.

CERTIFICATE OF AMENDMENT
OF RESTATED CERTIFICATE OF INCORPORATION
OF
THE COOPER COMPANIES, INC.

(PURSUANT TO SECTION 242 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE)

The Cooper Companies, Inc., a corporation duly organized and existing under
the General Corporation Law of the State of Delaware (the 'Corporation'), does
hereby certify as follows:

1. The name of the Corporation is The Cooper Companies, Inc.

2. The Restated Certificate of Incorporation is hereby amended by
changing Article IV(a) thereof so that, as amended, such Article shall read
in its entirety as follows:1

ASSUMING PASSAGE OF THE REVERSE STOCK SPLIT:

(a) Number of Shares. The total number of shares of all classes of
stock which the Corporation shall have authority to issue is 21,000,000,
consisting of (i) 20,000,000 shares of Common Stock ('Common Stock'),
each share having a par value of $.10, and (ii) 1,000,000 shares of
Preferred Stock ('Preferred Stock'), each share having a par value of
$.10.

ASSUMING THE REVERSE STOCK SPLIT IS NOT APPROVED:

(a) Number of Shares. The total number of shares of all classes of
stock which the Corporation shall have authority to issue is 62,000,000,
consisting of (i) 60,000,000 shares of Common Stock ('Common Stock'),
each share having a par value of $.10, and (ii) 2,000,000 shares of
Preferred Stock ('Preferred Stock'), each share having a par value of
$.10.

3. The Restated Certificate of Incorporation is hereby amended by
adding paragraph (c) to Article IV thereof, which paragraph shall read in
its entirety as follows:

(c) Simultaneously with the effective date of this amendment (the
'Effective Date'), each share of the Company's Common Stock, par value
$.10 per share, issued and outstanding immediately prior to the
Effective Date (the 'Old Common Stock') shall automatically and without
any action on the part of the holder thereof be reclassified as and
changed into one-third ( 1/3) of a share of the Company's Common Stock,
par value $.10 per share (the 'New Common Stock'), subject to the
treatment of fractional share interests as described below. Each holder
of a certificate or certificates which immediately prior to the
Effective Date represented outstanding shares of Old Common Stock (the
'Old Certificates,' whether one or more) shall be entitled to receive
upon surrender of such Old Certificates to the Company's Transfer Agent
for cancellation, a certificate or certificates (the 'New Certificates,'
whether one or more) representing the number of whole shares of the New
Common Stock into which and for which the shares of the Old Common Stock
formerly represented by such Old Certificates so surrendered, are
reclassified under the terms hereof. From and after the Effective Date,
Old Certificates shall represent only the right to receive New
Certificates (and, where applicable, cash in lieu of fractional shares,
as provided below) pursuant to the

- ------------
1 Appropriate paragraph will be contained in the Certificate of Amendment
depending upon the outcome of the voting at the 1995 Annual Meeting of
Stockholders.

A-1

<PAGE>
provisions hereof. No certificates or scrip representing fractional
share interests in New Common Stock will be issued, and no such
fractional share interest will entitle the holder thereof to vote, or to
any rights of a stockholder of the Company. In lieu of any fraction of a
share, a certificate or certificates evidencing the aggregate of all
fractional shares otherwise issuable (rounded, if necessary, to the next
highest whole share) shall be issued to the Exchange Agent or its
nominee, as agent for the accounts of all holders of Common Stock
otherwise entitled to have a fraction of a share issued to them in
connection with the Reverse Split. Sales of fractional interests will be
effected by the Exchange Agent as soon as practicable on the basis of
prevailing market prices of the Common Stock on the NYSE at the time of
sale. After the Reverse Split Effective Date, the Exchange Agent will
pay to such stockholders their pro rata share of the net proceeds
derived from the sale of their fractional interests upon surrender of
their stock certificates. If more than one Old Certificate shall be
surrendered at one time for the account of the same stockholder, the
number of full shares of New Common Stock for which New Certificates
shall be issued shall be computed on the basis of the aggregate number
of shares represented by the Old Certificates so surrendered. In the
event that the Company's Transfer Agent determines that a holder of Old
Certificates has not tendered all of his certificates for exchange, the
Transfer Agent shall carry forward any fractional share until all
certificates of that holder have been presented for exchange such that
payment for fractional shares to any one person shall not exceed the
value of one share. If any New Certificate is to be issued in a name
other than that in which the Old Certificates surrendered for exchange
are issued, the Old Certificates so surrendered shall be properly
endorsed and otherwise in proper form for transfer, and the person or
persons requesting such exchange shall affix any requisite stock
transfer stamps to the Old Certificates surrendered, or provide funds
for their purchase, or establish to the satisfaction of the Transfer
Agent that such taxes are not payable. From and after the Effective
Date, the amount of capital represented by the shares of the New Common
Stock into which and for which the shares of the Old Common Stock are
reclassified under the terms hereof shall be the same as the amount of
capital represented by the shares of Old Common Stock so reclassified,
until thereafter reduced or increased in accordance with applicable law.

4. Such Amendments of the Restated Certificate of Incorporation have
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware. The Board of Directors of
the Corporation adopted resolutions setting forth these Amendments,
declaring their advisability and calling for submission of such Amendments
to the stockholders of the Corporation for vote at the Corporation's 1995
Annual Meeting of Stockholders. The stockholders approved such Amendments
at the Annual Meeting of Stockholders held on September 20, 1995.

A-2

<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by A. Thomas Bender, its President and Chief Executive Officer, and
attested by Marisa F. Jacobs, its Secretary, this day of September, 1995.

THE COOPER COMPANIES, INC.

By: __________________________________

A. THOMAS BENDER
President and
Chief Executive Officer

ATTEST:

By: __________________________________

MARISA F. JACOBS
Secretary

and be it further;

RESOLVED, that at any time prior to the filing of the foregoing amendment
to the Corporation's Restated Certificate of Incorporation, notwithstanding
authorization of the proposed amendment by the stockholders of the Corporation,
the Board of Directors may abandon such proposed amendment without further
action by the stockholders.

A-3

<PAGE>
[Logo]

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NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT

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MEETING DATE
SEPTEMBER 20, 1995

<PAGE>

APPENDIX 1
PROXY CARD

THE COOPER COMPANIES, INC.

Proxy for Annual Meeting of Stockholders, September 20, 1995

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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 New York Marriott East Side, 525
Lexington Avenue, New York, NY, on September 20, 1995 at 10:00 a.m. eastern
daylight savings time, and at any 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
THROUGH 4 AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 5.

(Please MARK the proxy card, fill in the DATE and SIGN on the reverse side and
return promptly in the enclosed envelope.)

SEE REVERSE
SIDE

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

<PAGE>

MARK HERE FOR
ADDRESS CHANGE [ ]
AND NOTE BELOW

Please mark
[X] votes as in
this sample.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ITEMS ONE THROUGH FOUR.

1. ELECTION OF SEVEN DIRECTORS (check one box only):

Nominees: A. Thomas Bender, Mark A. Filler, Michael H. Kalkstein, Moses Marx,
Donald Press, Steven Rosenberg and Allan E. Rubenstein, M.D.

FOR WITHHELD
[ ] ALL [ ] FROM ALL
NOMINEES NOMINEES

[ ]______________________________________
For all nominees except as noted above

2. Approval of the Amendment to the Restated Certificate of Incorporation
Reducing the Authorized Shares of Capital Stock.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. Approval of the Amendment to the Restated Certificate of Incorporation
Effectuating a Reverse Stock Split.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

4. Ratification of appointment of KPMG Peat Marwick LLP as independent certified
public accountants of The Cooper Companies, Inc. for the fiscal year ending
October 31, 1995.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

<PAGE>

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

Signature:______________ Date:__________

[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.]