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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): November 18, 1998
THE COOPER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 1-8597 94-2657368
(State or other 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)
(925) 460-3600
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On November 18, 1998, The Cooper Companies, Inc. (the "Company") issued a press
release announcing it has signed a nonbinding letter of intent with Focus
Healthcare, LLC, for it to acquire substantially all of the assets, other than
the trade receivables, of MeadowWood Behavioral Health System, a unit of the
Company's Hospital Group of America psychiatric services business. This release
is filed as an exhibit hereto and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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Exhibit
No. Description
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99.1 Press Release dated November 18, 1998 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
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Stephen C. Whiteford
Vice President and
Corporate Controller
(Principal Accounting Officer)
Dated: November 24, 1998
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EXHIBIT INDEX
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Exhibit Sequentially
No. Description Numbered Page
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99.1 Press Release dated November 18, 1998 of The Cooper
Companies, Inc.
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CONTACT:
Norris Battin
E-mail: [email protected]
FOR IMMEDIATE RELEASE
COOPER COMPANIES TO DIVEST HOSPITAL GROUP OF AMERICA'S MEADOWWOOD
BEHAVIORAL HEALTH SYSTEM
COMPLETED TRANSACTION WOULD MARK EXIT FROM MENTAL HEALTH SERVICES BUSINESS
IRVINE, Calif., November 18, 1998 -- The Cooper Companies, Inc.
(NYSE/PCX: COO) today announced that it has signed a nonbinding letter of intent
with Focus Healthcare, LLC, (Focus) for Focus to acquire substantially all of
the assets, other than the trade receivables, of MeadowWood Behavioral Health
System, now owned by Cooper's Hospital Group of America (HGA) unit. The
transaction is subject to the execution of a definitive purchase agreement and
due diligence.
With the proposed transaction and collection of receivables, Cooper
would expect to net between $4.5 and $5.0 million in cash before acquisition
costs. The parties currently expect to close the transaction around the end of
January, 1999.
Completing this transaction and the previously announced transaction to
sell HGA's three other mental health services businesses for $30 million to
Universal Health Services (NYSE:UHS), would end Cooper's participation in the
psychiatric services market.
Assuming its successful exit from psychiatric services, Cooper will
become a pure medical device company with two business units, CooperVision which
markets contact lenses and CooperSurgical which markets products for the
gynecological market.
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Forward-Looking Statements
Statements in this report that are not based on historical fact may be
"forward-looking statements" as defined by the Private Securities Litigation
Reform Act of 1995. They include words like "may," "will," "expect," "estimate,"
"anticipate," "continue" or similar terms and reflect Cooper's current analysis
of existing trends. Actual results could differ materially from those indicated
due to: major changes in business conditions and the economy, loss of key senior
management, major disruptions in the operations of Cooper's manufacturing
facilities, new competitors or technologies, significant disruptions caused by
the failure of third parties to address the Year 2000 issue or by unforeseen
delays in completing Cooper's Year 2000 compliance program, acquisition
integration costs, foreign currency exchange exposure including the potential
impact of the Euro, investments in research and development and other start-up
projects, dilution to earnings per share from acquisitions or issuing stock,
regulatory issues, significant environmental clean-up costs above those already
accrued, litigation costs, costs of business divestitures, and items listed in
the Company's SEC reports, including the section entitled "Business " in its
Annual Report on Form 10-K for the year ended October 31, 1997.
NOTE: A toll free interactive telephone system at 1-800-334-1986
provides stock quotes, recent press releases and financial data. The Cooper
Company's Internet address is www.coopercos.com.
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