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SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
[X] Preliminary information statement [_] Confidential, for Use of
the Commission Only
(as permitted by
Rule 14c-5(d)(2))
[ ] Definitive information statement
Cooper Development Company
--------------------------------------------
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 011(c)(ii), or 14c-5(g)
[X] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, $.10 Par Value
(2) Aggregate number of securities to which transaction applies:
257,142 shares of Common Stock
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(3) Per unit share 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 andstate how it was determined):
$1.50 per share of Common Stock of Cooper Development Company (the
"Company"). The Company proposes to pay $1.50 per share of Common Stock
in lieu of the issuance of fractional shares of Common Stock to persons
who would hold less than one whole share of Common Stock after the
proposed reverse stock split described in the information statement.
The filing fee of $77 represents one-50th of one percent of the maximum
aggregate value (approximately $385,713) of the fractional shares that
may be repurchased by the Company on this basis.
(4) Proposed maximum aggregate value of transaction:
Approximately $385,713 (see the preceding item 3).
(5) Total fee paid:
$77
[_] Fee paid previously with preliminary materials
[X] 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:
$77
(2) Form, Schedule or Registration Statement No.:
Schedule 13E-3
(3) Filing Party:
Cooper Development Company
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(4) Date Filed:
August 21, 1996.
Item 1. INFORMATION REQUIRED BY ITEMS OF SCHEDULE 14A.
The following cross-references indicate where the information required by
the Items of Schedule 14A may be found in the information statement:
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<CAPTION>
Schedule 14A Item No. Location in Information Statement
- - - ------------------------------------------------------------------ -----------------------------------------
<S> <C>
Item 1. Date, Time and Place Information. Not applicable.
Item 2. Revocability of Proxy. Not applicable.
Item 3. Dissenters' Rights of Appraisal. "Special Factors -- Lack of Appraisal
Rights." (Page 15)
Item 4. Persons Making the Solicitation. Cover page of Information Statement.
Item 5. Interest of Certain Persons in Not applicable.
Matters to be Voted Upon.
Item 6. Voting Securities and Principal "Security Ownership of Certain Beneficial
Holders Thereof. Owners and Management." (Page 25)
Item 7. Directors and Executive Officers. Not applicable.
Item 8. Compensation of Directors and Not applicable.
Executive Officers.
Item 9. Independent Public Accountants. Not applicable.
Item 10. Compensation Plans. Not applicable.
Item 11. Authorization or Issuance of Not applicable.
Securities Otherwise Than
for Exchange.
</TABLE>
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<TABLE>
<S> <C>
Item 12. Modification or Exchange of Not applicable.
Securities.
Item 13. Financial and Other "Financial Information." (Page 27)
Information.
Item 14. Mergers, Consolidations, Not applicable
Acquisitions and Similar
Matters.
Item 15. Acquisition or Disposition of Not applicable.
Property.
Item 16. Restatement of Accounts. Not applicable.
Item 17. Action With Respect to Not applicable.
Reports.
Item 18. Matters Not Required to be Not applicable.
Submitted.
Item 19. Amendment of Charter, Not applicable.
Bylaws, or Other
Documents.
Item 20. Other Proposed Action. Not applicable.
Item 21. Voting Procedures. "Special Factors--Further Stockholder
Approval Not Required." (Page 14)
Item 22. Information Required in Not applicable.
Investment Company Proxy
Statements.
</TABLE>
ITEM 2. STATEMENT THAT PROXIES ARE NOT SOLICITED.
See cover page of Information Statement.
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ITEM 3. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE
ACTED UPON.
(a) See "Security Ownership of Certain Beneficial Owners and
Management" on Page 25 of the Information Statement.
(b) Not applicable.
ITEM 4. PROPOSALS FROM SECURITY HOLDERS.
Not applicable.
