COOPER COMPANIES INC
8-K, 1997-07-30
OPHTHALMIC GOODS
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 29, 1997


                                   ----------

                           THE COOPER COMPANIES, INC.

             (Exact name of registrant as specified in its charter)

                                   ----------

<TABLE>
<S>                              <C>                              <C>
         Delaware                           1-8597                          94-2657368
(State or other jurisdiction        (Commission File Number)      (IRS Employer Identification No.)
     of incorporation)

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       6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588
                    (Address of principal executive offices)

                                 (510) 460-3600
              (Registrant's telephone number, including area code)


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ITEM 5. OTHER EVENTS.

On July 29, 1997, The Cooper Companies, Inc. (the "Company") issued a press
release announcing it has called for redemption on September 1, 1997, all
$21.9 million principal amount of its 10% Senior Subordinated Secured Notes
due 2003. This release is filed as an exhibit hereto and is incorporated
by reference herein.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        (c) Exhibits.

Exhibit
  No.          Description
- --------       -----------

99.1           Press Release dated July 29, 1997 of The Cooper Companies, Inc.








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                               SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       THE COOPER COMPANIES, INC.



                                       By   /s/ Stephen C. Whiteford
                                          --------------------------------------
                                                Stephen C. Whiteford
                                                Vice President and
                                                Corporate Controller
                                                (Principal Accounting Officer)

Dated:  July 29, 1997






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                                  EXHIBIT INDEX


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Exhibit                                                                 Sequentially
  No.          Description                                              Numbered Page
- -------        -----------                                              -------------
<S>            <C>
99.1           Press Release dated July 29, 1997 of The Cooper Companies, Inc.

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CONTACT:

NORRIS BATTIN
THE COOPER COMPANIES, INC.
714-597-4700
714-673-4299



FOR IMMEDIATE RELEASE
- ---------------------

                   COOPER TO REDEEM $21.9 MILLION SENIOR DEBT
                   ------------------------------------------


Pleasanton, Calif., July 29, 1997. The Cooper Companies, Inc. (NYSE/PCX:COO)
announced today that it has called for redemption on September 1, 1997, (the
"Redemption Date") all $21.9 million principal amount of its 10% Senior
Subordinated Secured Notes due 2003 (the "Notes") at 100% of principal value
plus unpaid interest through the Redemption Date. No interest will accrue or be
paid on the Notes after the Redemption Date.

IBJ Schroder Bank & Trust Company, the Trustee with regard to the Notes, will
mail each Noteholder a notice of transmittal letter describing the redemption
procedure.

The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market
specialty healthcare products and provide healthcare services. Corporate offices
are located in Irvine and Pleasanton, Calif. CooperVision, Inc., headquartered
in Irvine, Calif., with manufacturing facilities in Huntington Beach, Calif.,
Rochester, N. Y., and Toronto, markets a broad range of contact lenses for the
vision care market. CooperSurgical, Inc., headquartered in Shelton, Conn.,
markets diagnostic and surgical instruments, equipment and accessories for the
gynecological market. Hospital Group of America, Inc. provides psychiatric
services through hospitals in New Jersey, Delaware and Illinois and satellite
locations in those and other states.

A toll free interactive telephone system at 1-800-334-1986 provides the
Company's current stock quote, recent press releases and access to shareholder
services. The Company's Worldwide Web site is located at www.coopercos.com.


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