<PAGE>1
89840332
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
THE COOPER COMPANIES, INC.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
216648 10 5
(CUSIP Number)
Louis A. Craco, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 18, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement[ ].
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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SCHEDULE 13D
CUSIP No. 216648-10-5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven Singer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7. SOLE VOTING POWER
420,345
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 420,345
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
420,345
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 216648-10-5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary Singer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [X]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7. SOLE VOTING POWER
492,561
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 113,553
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 492,561
10. SHARED DISPOSITIVE POWER
113,553
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
606,114
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 216648-10-5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karen Singer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7. SOLE VOTING POWER
None
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 113,553
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON None
10. SHARED DISPOSITIVE POWER
113,553
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
113,553
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 216648-10-5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brad Singer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7. SOLE VOTING POWER
63,633
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 63,633
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
63,633
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 216648-10-5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norma Brandes
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7. SOLE VOTING POWER
358,145
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 358,145
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
358,145
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14. TYPE OF REPORTING PERSON*
IN
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The Statement on Schedule 13D, dated April 26, 1991, as amended and
restated by Amendment No. 4 dated December 21, 1994, on behalf of the
Reporting Persons identified above is further amended as set forth below.
Unless otherwise defined herein, terms used in this Amendment No. 5 which are
defined in Amendment No. 4 shall have the respective meanings as set forth in
Amendment No. 4.
Item 5. Interest in Securities of the Issuer.
Item 5 (a), (b), (c) and (e) is hereby amended and supplemented as
follows:
(a) and (b) As of the date of this Amendment No. 5, the Reporting
Persons beneficially owned as follows 1,451,394 Shares, representing, in the
aggregate, 4.3% of the 33,880,111 Shares confirmed by the New York Stock
Exchange, Inc. as outstanding as of September 30, 1994.
Reporting Person Number of Shares % of Outstanding
Gary Singer 492,561 1.5
Karen Singer 113,553 0.3
Norma Brandes 358,145 1.1
Steven Singer 423,502 1.3
Brad Singer 63,633 0.2
Total 1,451,394
Except for the Shares beneficially owned by Karen Singer, each of the
Reporting Person has sole voting and dispositive power with respect to the
Shares reported as owned by him or her. Gary Singer may be deemed to share
voting and dispositive power with respect to the Shares beneficially owned by
Karen Singer.
Except with respect to shared beneficial ownership reported above,
each of the Reporting Persons disclaims beneficial ownership of any Shares
beneficially owned by any other Reporting Person. In addition, the Shares
beneficially owned by Gary and Karen Singer are subject to the Stipulation.
(c) During the past 60 days, Brad Singer sold Shares in open market
transactions on the dates and at the prices listed below:
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Date Amount Sold Price
December 28, 1994 18,700 $ 2 1/4
January 5, 1995 20,000 2 1/4
January 6, 1995 6,100 2 1/4
January 9, 1995 10,000 2 1/4
January 10, 1995 118,145 2 1/4
During the past 60 days, Norma Brandes sold Shares in open market
transactions on the dates and at the prices listed below:
Date Amount Sold Price
January 10, 1995 31,855 $ 2 1/4
January 11, 1995 75,000 2 3/8
January 13, 1995 12,200 2 5/8
January 16, 1995 25,000 2 5/8
January 18, 1995 25,000 2 5/8
Except as set forth above, no transactions in the Shares have been effected by
any of the Reporting Persons during the past 60 days.
(e) On January 10, 1995, the Reporting Persons ceased to be the
beneficial owners of more than five percent of the 33,880,111 Shares confirmed
by the New York Stock Exchange, Inc. as outstanding as of September 30, 1994.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: January 19, 1995
/s/ Brad Singer
Brad Singer
/s/ Gary Singer
Gary Singer
/s/ Karen Singer
Karen Singer
/s/ Steven Singer
Steven Singer
/s/ Norma Brandes
Norma Brandes