<PAGE>
________________________________________________________________________________
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                 SCHEDULE 14-A
                                 (RULE 14a-101)
                            SCHEDULE 14A INFORMATION
                  PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                            ------------------------
 
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
 
    [ ] Preliminary Proxy Statement
    [x] Definitive Proxy Statement
    [ ] Definitive Additional Materials
    [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
 
                            -----------------------------
 
                             THE COOPER COMPANIES, INC.
                    (NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
 
                            -----------------------------
 
                             THE COOPER COMPANIES, INC.
                     (NAME OF PERSON(S) FILING PROXY STATEMENT)
 
                            -----------------------------
 
Payment of filing fee (Check the appropriate box):
    [x] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(1), or 14a-6(i)(2)
    [ ] $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 underlying value of transaction computed pursuant to
    Exchange Act Rule 0-11:
 
    (4) Proposed maximum aggregate value of transaction:
 
[ ] 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 number, or the Form
    or Schedule and the date of its filing.
                            ------------------------
 

<TABLE>
<S>                                                                        <C>
(1) Amount Previously Paid:                                                 None.
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
</TABLE>

 
________________________________________________________________________________


<PAGE>
                                [LOGO]
 
                                                                  August 9, 1994
 
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 13,
1994, at 10:00 A.M., eastern daylight  savings time, at The Radisson Hotel,  401
South  Van  Brunt Street,  Englewood,  New Jersey  07631.  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, 1993 and the
Company's Quarterly Report on  Form 10-Q for the  fiscal quarter and six  months
ended April 30, 1994 accompany this letter.
 
     At the Annual Meeting, stockholders will be asked to elect a Board of seven
directors  to  serve  for  the  forthcoming year.  Mark  A.  Filler,  Michael H.
Kalkstein, Donald Press,  Steven Rosenberg,  Allan E. Rubenstein,  M.D. and  Mel
Schnell  were  each  elected  or  re-elected  to  the  Board  by  the  Company's
stockholders at  the  1993  Annual  Meeting. A.  Thomas  Bender,  the  Company's
Executive  Vice President and Chief Operating  Officer, was elected to the Board
in May 1994. A  biographical description of  each of the  seven nominees is  set
forth in the section of the Proxy Statement entitled 'Election of Directors.'
 
     I hope you have the opportunity to join us at the Annual Meeting.
 
                                          Sincerely,
                                          ALLAN E. RUBENSTEIN, M.D.
                                          ALLAN E. RUBENSTEIN, M.D.
                                          Chairman of the Board


<PAGE>
                           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  13,
1994,  at 10:00 A.M., eastern daylight savings  time, at The Radisson Hotel, 401
South Van  Brunt  Street,  Englewood,  New Jersey  07631,  for  the  purpose  of
considering and acting upon the following:
 
          1. The election of a Board of seven directors.
 
          2.  The  ratification  of  the appointment  of  KPMG  Peat  Marwick as
     independent certified public accountants of the Company for the fiscal year
     ending October 31, 1994.
 
          3. 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 2, 1994 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, 1993
and  the Company's Quarterly Report on Form  10-Q for the fiscal quarter and six
months ended April 30, 1994.
 
     All stockholders are  cordially invited  to attend the  meeting in  person.
WHETHER  OR NOT YOU PLAN TO ATTEND, PLEASE 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.
                                          ALLAN E. RUBENSTEIN, M.D.
                                          Chairman of the Board
 
D
ated: August 9, 1994


<PAGE>
                                                                  August 9, 1994
 
                           THE COOPER COMPANIES, INC.
                                ONE BRIDGE PLAZA
                           FORT LEE, NEW JERSEY 07024
                               ------------------
                                PROXY STATEMENT
                                      FOR
                         ANNUAL MEETING OF STOCKHOLDERS
                               SEPTEMBER 13, 1994
                               ------------------
 
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 13, 1994, at 10:00 A.M., eastern
daylight  savings  time, at  The  Radisson Hotel,  401  South Van  Brunt Street,
Englewood, New Jersey 07631, 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 11, 1994.
 
     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  and FOR the
ratification  of  the  appointment  of  KPMG  Peat  Marwick  as  the   Company's
independent  certified public accountants for the fiscal year ending October 31,
1994. The Board of Directors does not know of any other business to come  before
the  Annual Meeting. If any other  matters, however, 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, telegraph, 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 2,  1994, the record  date for the
determination of stockholders entitled  to notice of and  to vote at the  Annual
Meeting, there were outstanding 30,426,903 shares of the Company's common stock,
$.10  par value per share, 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 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 the plurality
of
 

<PAGE>
votes. 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  1994 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  directors currently
serves on the Board of Directors. One of the seven directors, A. Thomas  Bender,
the  Company's Executive Vice President and Chief Operating Officer, was elected
to the Board in May 1994. Two  of the seven directors, Steven Rosenberg and  Mel
Schnell,  were first  elected as  directors at  the 1993  Annual Meeting  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. One director, Donald Press, first became a director
on August 10, 1993, also at the request of 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.
 

<TABLE>
<CAPTION>
                                                                                                          YEAR
                                                                                                        COMMENCED
                                                                                                         SERVING
                                                                                                           AS
                                                                                                            A
                                                                                                        DIRECTOR
                                  NAME, PRINCIPAL OCCUPATION                                             OF THE
                                   AND OTHER DIRECTORSHIPS                                       AGE     COMPANY
- - ----------------------------------------------------------------------------------------------   ---    ---------
<S>                                                                                              <C>    <C>
A. Thomas Bender..............................................................................   55        1994
     Mr.  Bender, who began  serving as the Chief  Operating Officer of  the Company in August
      1994, has served as Executive Vice President since March 1994 and served as Acting Chief
      Operating Officer of the Company  from March 1994 to August  1994. From October 1992  to
      March  1994 he served as  Senior Vice President, Operations,  of the Company. Mr. Bender
      has served as President  of CooperVision, Inc., the  Company's contact lens  subsidiary,
      since  June 1991. Between 1966 and June 1991,  Mr. Bender held a variety of positions at
      Allergan, Inc.  (a manufacturer  of eye  and skin  care products),  including  Corporate
      Senior  Vice President, and President and  Chief Operating Officer of Allergan's Herbert
      Laboratories, Dermatology Division.
Mark A. Filler................................................................................   33        1992
     Mr. Filler has been the  Executive Vice President of  Prism Mortgage Company (a  mortgage
      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  group of  The Equity  Group (a  holding company  for companies
      affiliated with Sam Zell).
</TABLE>

 
                                       2
 

<PAGE>
 

<TABLE>
<CAPTION>
                                                                                                          YEAR
                                                                                                        COMMENCED
                                                                                                         SERVING
                                                                                                           AS
                                                                                                            A
                                                                                                        DIRECTOR
                                  NAME, PRINCIPAL OCCUPATION                                             OF THE
                                   AND OTHER DIRECTORSHIPS                                       AGE     COMPANY
- - ----------------------------------------------------------------------------------------------   ---    ---------
<S>                                                                                              <C>    <C>
Michael H. Kalkstein..........................................................................   52        1992
     Mr. Kalkstein has been  a partner in the  law firm of Berliner* Cohen since 1983. 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.
Donald Press..................................................................................   61        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.
Steven Rosenberg..............................................................................   46        1993
     Mr. Rosenberg has been the Vice President and Chief Financial Officer of CLS (a  mortgage
      banker)  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).
Allan E. Rubenstein, M.D......................................................................   49        1992
     Dr.  Rubenstein has been the Chairman of the Board of Directors of the Company since July
      1994. He served as the Acting  Chairman of the Board from  April 1993 to June 1994.  Dr.
      Rubenstein  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
Mel Schnell...................................................................................   49        1993
     Mr.  Schnell is a Senior Partner in Mel Schnell & Co. and Chairman of the Board of Melroc
      Corporation (futures, options and commodities trading companies), positions he has  held
      for  more than  20 years;  he has served  as Vice-Chairman  of the  New York Commodities
      Exchange since March 1988 and as the  President and Director of CLS (a mortgage  banker)
      since 1989. Mr. Schnell is also a director of Andover Togs, Inc.
</TABLE>

 
     Messrs.  Schnell  and Rosenberg  are  brothers-in-law. There  are  no other
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,  CoastVision,
Inc.,  18368 Enterprise  Lane, Huntington  Beach, CA  92648; Mark  Filler, Prism
Mortgage Company, 350 West Hubbard Street, Suite 222, Chicago, IL 60610; Michael
Kalkstein, Esq.,  Berliner*Cohen,  Ten Almaden  Boulevard, San  Jose, CA  95113;
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; Allan Rubenstein, M.D., MTC Imaging Services, Inc., 177 East 87th Street,
New  York, NY 10128 and Mel Schnell, Mel Schnell & Co., 6 Maiden Lane, New York,
NY 10038.
 
BOARD COMMITTEES, MEETINGS AND COMPENSATION
 
     The Company currently has five active committees of the Board:
 
          (i) The Management Committee, formed  in November 1992, consults  with
     and oversees the activities of the Chief Operating Officer. The members are
     Mr. Filler, Dr. Rubenstein and Mr. Schnell.
 
                                       3
 

<PAGE>
          (ii) The Audit and Finance Committee advises and makes recommendations
     to  the Board  of Directors concerning  (a) the  appointment of independent
     auditors for the  Company, (b) matters  relating to the  activities of  the
     independent  auditors  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.
     Feghali (who is not running for re-election), Filler and Rosenberg.
 
          (iii) The Compensation Committee advises and makes recommendations  to
     the  Board of Directors  regarding matters relating  to the compensation of
     directors,  officers  and  senior  management  and  the  Company's  various
     incentive plans. The members are Messrs. Filler, Kalkstein and Schnell.
 
          (iv)  The  Special Litigation  Committee  consults with  the Company's
     legal staff and its outside attorneys on matters relating to the indictment
     filed against the  Company by  the United States  Attorney as  well as  the
     related  litigation brought by  the Securities and  Exchange Commission and
     the derivative  cases filed  on  the Company's  behalf,  all of  which  are
     described  below  under  'Litigation.'  The  members  are  Messrs.  Filler,
     Kalkstein, Press, Rosenberg and Schnell and Dr. Rubenstein.
 
          (v) The Nominating Committee selects individuals who will be nominated
     for election to the Company's Board  of Directors. The members are  Messrs.
     Filler,  Kalkstein and Schnell and Dr. Rubenstein. The Nominating Committee
     will consider suggestions  from stockholders for  nominees for election  as
     directors  at the 1995  Annual Meeting if such  recommendations are made in
     accordance  with   the  procedure   described  below   under   'Stockholder
     Nominations and Proposals.'
 
     Two subcommittees of the Special Litigation Committee were also established
to  oversee  developments in  certain litigation  matters. In  addition, several
administrative committees exist for the  purpose of administering the  Company's
1988  Long Term Incentive Plan, the 401(k)  Plan, the Retirement Income Plan and
the 1990 Restricted Stock Plan for Non-Employee Directors.
 
     During the fiscal year ended October 31,  1993, the Board met 11 times  and
acted  once by written consent, the Management Committee met 12 times, the Audit
and Finance Committee met three times, the Compensation Committee met 16  times,
and  the Nominating Committee met once. The Special Litigation Committee was not
formed until  fiscal  1994.  Each  director  attended  (or  participated  in  by
telephone)  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  periods 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.  and the Pacific Stock  Exchange
Incorporated.  The SEC regulations also require that  a copy of all such Section
16(a) forms filed  be furnished to  the Company by  the officers, directors  and
greater than ten-percent shareholders.
 
     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 1993  all Section 16(a)  filing requirements applicable to
its officers, directors and  beneficial owners of more  than ten percent of  the
common stock were met.
 
LITIGATION
 
     On  November  10,  1992, the  Company  was  charged in  an  indictment (the
'Indictment'), filed  in  the United  States  District Court  for  the  Southern
District    of    New   York,    with    violating   federal    criminal   laws,
 
                                       4
 

<PAGE>
including mail and wire fraud statutes,  in connection with an alleged  'trading
scheme'  by Gary A. Singer,  a former Co-Chairman of the  Company (who went on a
leave of  absence on  May  28, 1992  begun at  the  Company's request,  and  who
subsequently  resigned on January 20, 1994),  and others, allegedly including G.
Albert Griggs, Jr., a former analyst with The Keystone Group, Inc., and John  D.
Collins  II, to 'frontrun'  high yield bond purchases  by the Keystone Custodian
Funds, Inc., a group of mutual funds. The Company was named as a defendant in 10
counts. Gary Singer was named as a defendant in 24 counts, including  violations
of  the Racketeer Influenced and Corrupt Organizations Act and the mail and wire
fraud statutes  (including defrauding  the  Company by  virtue of  the  'trading
scheme,'  by, among other  things, transferring profits on  trades of bonds from
the Company to  members of  his family  during fiscal  1991), money  laundering,
conspiracy, and aiding and abetting violations of the Investment Advisers Act of
1940,  as amended (the 'Investment Advisers  Act'), by an investment advisor. On
January 13, 1994, the Company was found  guilty of six counts of mail fraud  and
one  count  of wire  fraud based  upon  Mr. Singer's  conduct, but  acquitted of
charges of  conspiracy and  aiding  and abetting  violations of  the  Investment
Advisers  Act. Mr. Singer was  found guilty on 21  counts. One count against Mr.
Singer and the Company was dismissed at trial and two counts against Mr.  Singer
relating  to  forfeiture  penalties  were resolved  by  stipulation  between the
government and Mr. Singer.  Mr. Singer's attorney has  advised the Company  that
Mr.  Singer  intends  to appeal  his  conviction.  Although the  Company  may be
obligated under its Certificate  of Incorporation to advance  the costs of  such
appeal,  the Company and Mr. Singer have agreed that Mr. Singer will not request
such advances, but  that he will  reserve his rights  to indemnification in  the
event  of a successful  appeal. The Company  was sentenced on  July 15, 1994, at
which time it was ordered to make restitution to Keystone Custodian Funds,  Inc.
of  $1,310,166 within 30 days of such date. In addition, the Company was ordered
to pay a non-interest bearing  fine over the next three  years in the amount  of
$1,831,568.
 
     Also  on November 10, 1992,  the SEC filed a  civil Complaint for Permanent
Injunction and Other Equitable Relief (the 'SEC Complaint') in the United States
District Court for the Southern District  of New York against the Company,  Gary
A. Singer, Steven G. Singer (presently on leave of absence from the positions of
Executive Vice President and Chief Operating Officer, and Gary Singer's brother)
and, as relief defendants, certain persons related to Gary and Steven Singer and
certain  entities in which  they and/or those related  persons have an interest.
The SEC Complaint alleges that the  Company and Gary and Steven Singer  violated
various  provisions of the Exchange Act,  including certain of its antifraud and
periodic  reporting  provisions,  and  aided  and  abetted  violations  of   the
Investment  Company Act and  the Investment Advisers Act  in connection with the
trading scheme  described  in  the  immediately  preceding  paragraph.  The  SEC
Complaint further alleges, among other things, federal securities law violations
(i)  by the Company and Gary Singer,  in connection with an alleged manipulation
of the trading  price of the  Company's 10 5/8%  Convertible Subordinated  Reset
Debentures due 2005 (the 'Debentures') to avoid an interest rate reset allegedly
required  on  June 15,  1991  under the  terms  of the  indenture  governing the
Debentures, (ii) by Gary Singer in  allegedly transferring profits on trades  of
high  yield  bonds (including  trades in  the  bonds which  were the  subject of
certain counts of the Indictment of which Mr. Singer was found guilty) from  the
Company  to members of his  family and failing to  disclose such transactions to
the Company, and  (iii) by  the Company  in failing  to disclose  publicly on  a
timely basis such transactions by Gary Singer. The SEC asks in the SEC Complaint
that  the  Company  and Gary  and  Steven  Singer be  enjoined  permanently from
violating the antifraud, periodic reporting and other provisions of the  federal
securities  laws, that they disgorge the amounts of the alleged profits received
by them pursuant to the alleged  frauds (stated in the SEC's Litigation  Release
No.  13432  announcing the  filing  of the  SEC  Complaint as  being $1,296,406,
$2,323,180 and $174,705, respectively),  plus interest, and  that they each  pay
civil  monetary  damages.  The  SEC  Complaint  also  seeks  orders  permanently
prohibiting Gary and Steven Singer from serving as officers or directors of  any
public  company and disgorgement from certain Singer family members and entities
of amounts representing the alleged profits received by such defendants pursuant
to the alleged frauds. In February 1993, the Court granted a motion staying  all
proceedings  in  connection with  the SEC  Complaint  pending completion  of the
criminal case. On January 24, 1994, the  Court lifted the stay and directed  the
defendants  to file answers to the SEC  Complaint. On July 15, 1994, the Company
announced that  it had  completed negotiating  a settlement  agreement with  the
enforcement  staff  of  the  SEC  and that  the  staff  would  recommend  to the
Commission that it approve the settlement.  The agreement calls for the  Company
to be permanently
 
                                       5
 

<PAGE>
enjoined  from violating the antifraud,  periodic reporting and other provisions
of the  federal securities  laws and  from employing  any member  of the  Singer
family.  The Company has agreed to disgorge $1,621,474 (consisting of $1,310,166
to Keystone Custodian  Funds, Inc. and  $311,308 relating to  the interest  rate
reset  issue),  and to  pay a  civil penalty  in the  amount of  $1,150,000. The
agreement further provides, however,  that the disgorgement  will be reduced  by
any  restitution paid under  the criminal sentencing and  that the civil penalty
will be reduced by the amount of any fine imposed in the criminal proceeding. As
a result  of such  offsets, the  Company  will be  required to  pay to  the  SEC
$311,308 following final approval of the settlement agreement.
 
     In  light of the allegations  in the Indictment and  the SEC Complaint, the
Company's Board of Directors, at a meeting held on November 16, 1992, formed the
Management Committee consisting of three directors who were not employees of the
Company and  were not  directors  at the  time of  the  conduct alleged  in  the
Indictment   and  the  SEC  Complaint.   See  'Board  Committees,  Meetings  and
Compensation.' The Board of Directors  also retained special counsel, to  advise
it  as to corporate governance matters, from a law firm which had not previously
represented the Company or any of its officers or directors.
 
     The Company is also named as a nominal defendant in a purported shareholder
derivative action entitled Bruce D. Sturman v. Gary A. Singer, Steven G. Singer,
Brad C. Singer, Martin Singer,  John D. Collins II,  Back Bay Capital, Inc.,  G.
Albert  Griggs, Jr.,  John and  Jane Does 1-10  and The  Cooper Companies, Inc.,
which was filed on May 26, 1992 in  the Supreme Court of the State of New  York,
County  of New  York. The  plaintiff, Bruce  D. Sturman,  a former  director and
officer of the Company, alleged that Gary A. Singer, as Co-Chairman of the Board
of Directors, and various  members of the Singer  family, caused the Company  to
make  improper payments  to alleged third-party  co-conspirators, Messrs. Griggs
and Collins,  as part  of  the 'trading  scheme' that  was  the subject  of  the
Indictment.  The complaint requested that the  Court order the defendants (other
than the  Company)  to  pay  damages and  expenses  to  the  Company,  including
reimbursement of payments made by the Company to Messrs. Collins and Griggs, and
to  disgorge their profits to  the Company. Pursuant to  its decision and order,
filed August 17,  1993, the  Court dismissed this  action under  New York  Civil
Practice  Rule 327(a). On  September 22, 1993,  the plaintiff filed  a Notice of
Appeal and the  appeal currently is  scheduled to be  included in the  Appellate
Division's December 1994 term.
 
     The  Company  is  also  named  as a  nominal  defendant  in  a shareholders
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,  Alfred Schecter, 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  and  Schecter
actions 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 the 'trading scheme' that was the subject of the Indictment. The  First
Amended  Derivative Complaint  also alleges  that the  defendants violated their
fiduciary duties to the Company by not vigorously investigating the  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 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. The Company has been advised by the
individual directors named as defendants that they believe they have meritorious
defenses to this lawsuit and intend to defend vigorously against the allegations
in the First Amended Derivative Complaint.
 
     On May 28, 1992, the Board of Directors suspended Bruce D. Sturman from his
position  as Co-Chairman of the  Board of Directors and  thereafter, on July 27,
1992, voted to  terminate Mr. Sturman's  employment for Cause,  as such term  is
defined    in   his   employment   contract.    The   Company   was   named   in
 
                                       6
 

<PAGE>
an action  entitled Bruce  D. Sturman  v. The  Cooper Companies,  Inc. and  Does
1-100,  Inclusive, first brought on July 24,  1992. On May 14, 1993, Mr. Sturman
filed a First Amended Complaint (the 'Amended Complaint') in the Superior  Court
of   the  State  of  California,  County   of  Alameda,  Eastern  Division,  the
jurisdiction to which  the original case  had been transferred.  In the  Amended
Complaint, Mr. Sturman alleged that by first suspending and then terminating him
from his position as Co-Chairman, the Company breached his employment agreement,
violated  provisions of the California Labor  Code, wrongfully terminated him in
violation of public policy, breached its implied covenant of good faith and fair
dealing, defamed him, invaded his privacy and intentionally inflicted  emotional
distress,  and was  otherwise fraudulent,  deceitful and  negligent. The Amended
Complaint seeks declaratory relief, damages in the amount of $5,000, treble  and
punitive   damages  in   an  unspecified   amount,  and   general,  special  and
consequential damages in the amount of  at least $5,000,000. In March 1993,  the
Court  ordered a stay of all discovery in this action until further order of the
Court. On September  24, 1993,  Mr. Sturman  filed a  Second Amended  Complaint,
setting  forth the  same material  allegations and  seeking the  same relief and
damages as  set forth  in the  First  Amended Complaint.  The Company  filed  an
Answer,  generally  denying  all  of  the  allegations  in  the  Second  Amended
Complaint. In February 1994, the stay on discovery was lifted and trial was  set
for October 21, 1994. In July 1994, Mr. Sturman filed a Third Amended Complaint,
adding  as defendants Joseph C. Feghali, a  director, and Robert S. Holcombe and
Robert S. Weiss, officers of the Company who were also directors at the time Mr.
Sturman was terminated. The Judge then  imposed a stay on all discovery  through
September  19, 1994 and postponed the trial date to December 16, 1994. While the
Company and Mr.  Sturman have engaged  in discussions intended  to settle  their
dispute, there can be no assurances that these negotiations will be successfully
concluded.   Based  on   management's  current   knowledge  of   the  facts  and
circumstances surrounding Mr. Sturman's  termination, the Company believes  that
it  has meritorious  defenses to this  lawsuit and intends  to defend vigorously
against the allegations in the complaint, as amended.
 
     In each of the matters described above, the Company paid, or is  continuing
to  pay in the case of ongoing matters, the costs of the defense of the officers
or directors  named  as defendants  in  accordance  with Delaware  law  and  the
Company's  Certificate of  Incorporation. As  noted above,  however, Gary Singer
will not ask the Company to advance  any funds in connection with the appeal  of
his  conviction.  Furthermore,  if  a  determination is  made  by  the  Board of
Directors that  Gary Singer  is not  entitled to  indemnification of  his  legal
expenses,  a claim will  be made upon him  to repay to  the Company all expenses
paid on his  behalf in  connection with the  Indictment and  the SEC  Complaint,
including attorneys' fees previously advanced by the Company pursuant to Section
145(a) of the Delaware Corporation Law.
 
                                       7
 

<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 and nominees, by  named
executive officers and by all of the current directors and executive officers as
a group.
 

<TABLE>
<CAPTION>
                                                                          COMMON STOCK
                                                                    BENEFICIALLY OWNED AS OF
                                                                         JUNE 30, 1994
                                                                   --------------------------
                                                                      NUMBER       PERCENTAGE
                    NAME OF BENEFICIAL OWNER                         OF SHARES     OF SHARES
                   --------------------------                        ---------     ----------
<S>                                                                <C>             <C>
A. Thomas Bender................................................     117,043(1)       *
Joseph C. Feghali...............................................       5,000(2)       *
Mark A. Filler..................................................       5,300          *
Robert S. Holcombe..............................................      62,591(3)       *
Michael H. Kalkstein............................................       6,000          *
Donald Press....................................................       8,600(4)       *
Steven Rosenberg................................................       5,000          *
Allan E. Rubenstein.............................................       5,000          *
Mel Schnell.....................................................       5,000(5)       *
Steven G. Singer................................................     606,112(6)      2.0%
Robert S. Weiss.................................................     212,916(7)       *
All current directors and executive officers as a group (15
  persons)......................................................   1,143,651(8)      3.8%
</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  Company's
    1988  Long Term Incentive Plan (the 'LTIP')  and 1,932 shares which could be
    acquired upon the exercise of presently exercisable stock options.
 
(2) Does not  include  shares  beneficially  owned  by  Steven  G.  Singer,  Mr.
    Feghali's son-in-law, with respect to which Mr. Feghali disclaims beneficial
    ownership.  Mr.  Feghali is  not  running for  re-election  to the  Board of
    Directors.
 
(3) Includes 33,333 shares as to which  Mr. Holcombe has sole voting power,  but
    as  to which disposition is restricted pursuant to the terms of the LTIP and
    16,758 shares  which  could  be  acquired upon  the  exercise  of  presently
    exercisable stock options.
 
(4) Includes  3,600 shares  which could be  acquired upon  conversion of $18,000
    principal amount of  the Company's  10 5/8%  Convertible Subordinated  Reset
    Debentures  (convertible at the  rate of $5.00 per  share) owned directly by
    Mr. Press or held in trusts for which he serves as trustee.
 
(5) Does not include 4,723,600 shares of common stock owned by CLS, or 3,450,000
    shares issuable upon conversion  of the Company's  Series B Preferred  Stock
    owned by CLS. See 'Principal Securityholders' and 'Certain Relationships and
    Related  Transactions -- Agreements and  Transactions with CLS.' Mr. Schnell
    is the President and a director of CLS and also a major holder of the  stock
    of that company.
 
(6) Includes 182,611 shares as to which Mr. Singer has sole voting power, but as
    to  which disposition is restricted  pursuant to the terms  of the 1988 Long
    Term Incentive  Plan. Does  not include  shares owned  by relatives  of  Mr.
    Singer  (including Mr.  Feghali), as  to which  shares Mr.  Singer disclaims
    beneficial ownership. Mr. Singer and certain  of his relatives have filed  a
    Report on Schedule 13D with respect to their holdings of common stock of the
    Company. See 'Principal Securityholders'. Mr. Singer is currently on a leave
    of  absence pending final negotiation of a termination agreement between him
    and the Company.
 
(7) 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
 
                                              (footnotes continued on next page)
 
                                       8
 

<PAGE>
(footnotes continued from previous page)
    Company's  401(k)  Savings  Plan and  10,000  shares which  Mr.  Weiss could
    acquire upon the exercise of presently exercisable stock options.
 
(8) See Notes (1) through (7) for details with respect to such ownership.
 

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.(1)..................................................   8,173,600       24.2%
Group consisting of certain members of the Singer Family(2)....................   2,408,378        8.0%
</TABLE>

 
- - ------------
 
(1) Includes  4,723,600 shares  of common  stock of  the Company  which CLS (160
    Broadway, New York,  New York  10038) owns  and has  sole dispositive  power
    over,  as reported in a report on Form 4, Statement of Changes in Beneficial
    Ownership, dated August 3,  1994 and 3,450,000 shares  of common stock  into
    which  the shares of the Company's Series B Preferred Stock owned by CLS are
    convertible. See 'Certain Relationships and Related
    Transactions -- Agreements and Transactions with CLS.'
 
(2) The reporting group has filed Amendment No.  3, dated July 14, 1992, to  its
    Schedule  13D  stating that  it collectively  owns  2,408,378 shares  of the
    Company's common  stock.  Each member  of  this group  disclaims  beneficial
    ownership  of all  shares owned  by members of  the group  except those held
    directly by  such member  and  his or  her spouse  and  any of  their  minor
    children,  where relevant. The names and  addresses reported are: Mr. Steven
    G. Singer, 10 Loman Court, Cresskill, NJ 07626, Messrs. Brad C. and Gary  A.
    Singer  and Jetmar Construction  Corp., 25 Coligni  Avenue, New Rochelle, NY
    10801; Todd Singer and  Tracey Singer, 118  Eisenhower Drive, Cresskill,  NJ
    07626;  Karen Singer,  Taryn Singer  and Julian  Singer, 113  Jackson Drive,
    Cresskill, NJ 07626; and Norma Brandes  (a relative), 20 Rock Ridge  Circle,
    New Rochelle, NY 10804.
 
     All  of the  345 issued  and outstanding shares  of the  Company's Series B
Preferred Stock are owned by CLS.
 
                                       9
 

<PAGE>

EXECUTIVE COMPENSATION
 
                           SUMMARY COMPENSATION TABLE
 
     The table below shows compensation paid in  or with respect to each of  the
last  three  fiscal years  to  each person  who  served as  the  Company's chief
executive officer during fiscal 1993 and to the persons who were, as of  October
31, 1993, the four most highly compensated executive officers of the Company.
 

<TABLE>
<CAPTION>
                                         ANNUAL COMPENSATION                       LONG TERM COMPENSATION
                          --------------------------------------------------    ---------------------------
                                                                                   AWARDS         PAYOUTS
                                                                                ------------    -----------
                                                                                 SECURITIES
    NAME AND PRINCIPAL                                         OTHER ANNUAL       UNDERLYING                        ALL OTHER
        POSITION          YEAR     SALARY         BONUS      COMPENSATION(7)    OPTIONS/SARS    LTIP PAYOUTS    COMPENSATION(6)
- - ------------------------  ----    --------       --------    ---------------    ------------    ------------    ---------------
<S>                       <C>     <C>            <C>         <C>                <C>             <C>             <C>
Arthur C. Bass(1) ......  1993    $ 90,963            -0-            -0-              -0-              -0-              -0-
  Acting Chairman of the  1992    $174,500            -0-            -0-              -0-              -0-              -0-
  Board
Allan E.                  1993    $ 63,625(5)         -0-            -0-              -0-         $  1,770              -0-
  Rubenstein(2) ........
  Chairman of the Board
A. Thomas Bender(3) ....  1993    $188,285       $128,034            -0-           10,000         $ 12,625              -0-
  Executive Vice          1992    $185,450       $128,492            -0-            3,220(9)      $  7,080              -0-
  President and Chief
  Operating Officer
Robert S. Holcombe .....  1993    $227,500       $ 11,375            N/A           23,940(9)      $  3,717          $   651(10)
  Senior Vice President   1992    $211,174(6)    $ 39,600            N/A              -0-              -0-          $   362
  and General Counsel     1991    $180,000            -0-            N/A              -0-         $  5,215              N/A
Steven G. Singer(4) ....  1993    $302,500       $118,906            N/A              -0-              -0-          $ 1,791(10)
  Executive Vice          1992    $324,674(6)         -0-        $98,459(8)           -0-              -0-          $ 1,782
  President and Chief     1991    $322,760(6)         -0-            N/A              -0-         $317,290              N/A
  Operating Officer
Robert S. Weiss ........  1993    $236,391(6)    $ 10,319            N/A              -0-         $ 10,620          $   447(10)
  Senior Vice President,  1992    $210,000(6)    $ 39,000            N/A              -0-              -0-          $   362
  Treasurer and Chief     1991    $195,000            -0-            N/A              -0-              -0-              N/A
  Financial Officer
</TABLE>

 
- - ------------
 
 (1) Mr.  Bass assumed the position of Acting  Chairman of the Board in May 1992
     and served until April 1993, when he resigned for medical reasons.
 
 (2) Dr. Rubenstein became a  Director of the Company  in July 1992 and  assumed
     the  position of Acting Chairman of the  Board in April 1993. In July 1994,
     Dr. Rubenstein was named as the Chairman of the Board.
 
 (3) Mr. Bender became an  executive officer of the  Company in fiscal 1992.  He
     assumed  the  positions  of  Executive  Vice  President  and  Acting  Chief
     Operating Officer in March 1994 and  became the Chief Operating Officer  in
     August 1994.
 
 (4) Mr.  Singer has been on a leave  of absence from the positions of Executive
     Vice President  and  Chief Operating  Officer  since March  29,  1994.  The
     Company  and Mr. Singer are negotiating the terms of the termination of Mr.
     Singer's employment.
 
 (5) See' Executive Compensation -- Compensation of Directors' for a description
     of compensation paid to non-employee directors.
 
 (6) Includes directors' fees  paid to:  (i) Mr.  Holcombe during  a portion  of
     fiscal  1992, (ii) Mr.  Singer during all  of fiscal 1991  and a portion of
     fiscal 1992 and (iii) Mr. Weiss during a portion of fiscal 1992 and all  of
     fiscal 1993.
 
 (7) Information  is not  required to be  disclosed if the  value of perquisites
     received does not exceed  an amount equal to  ten percent of such  person's
     annual salary and bonus. In addition, information for years prior to fiscal
     1992 is not required to be disclosed.
 
 (8) Amount  received upon  exercise of  phantom stock  units awarded  under the
     Company's 1988 Long Term Incentive Plan.
 
                                              (footnotes continued on next page)
 
                                       10
 

<PAGE>
(footnotes continued from previous page)
 
 (9) Consists of an  option to purchase  common stock issued  in exchange for  a
     previously outstanding option. See the tables below entitled 'Option Grants
     in Fiscal Year Ended October 31, 1993' and 'Ten Year Option Repricings'.
 
(10) Consists  of a  $200 contribution  by the Company  to a  401(k) account and
     premiums on life insurance policies.  The value of Mr. Singer's  restricted
     stock holdings at the end of fiscal 1993 (net of the consideration paid for
     those shares) was $95,872.
 
              OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1993
 

<TABLE>
<CAPTION>
                                                          % OF TOTAL OPTIONS
                                   NUMBER OF SECURITIES       GRANTED TO
                                    UNDERLYING OPTIONS        EMPLOYEES IN     EXERCISE PRICE  EXPIRATION    GRANT DATE
              NAME                      GRANTED(1)            FISCAL YEAR         PER SHARE       DATE     PRESENT VALUE(4)
- - ---------------------------------  --------------------   ------------------   --------------   -------   -----------------
<S>                                <C>                    <C>                  <C>              <C>       <C>
Arthur C. Bass...................            -0-
A. Thomas Bender.................            644(2)               .2%               $.56        6/24/99        $  3.40
                                             644(2)               .2%               $.56        6/24/99        $  3.40
                                             644(2)               .2%               $.56        6/24/99        $  3.40
                                             644(2)               .2%               $.56        6/24/99        $  3.40
                                             644(2)               .2%               $.56        6/24/99        $  3.40
Robert S. Holcombe...............          9,576(3)              2.6%               $.56        12/11/99       $158.00
                                           3,591(3)              1.0%               $.56        12/11/99       $ 59.25
                                           3,591(3)              1.0%               $.56        12/11/99       $ 59.25
                                           3,591(3)              1.0%               $.56        12/11/99       $ 59.25
                                           3,591(3)              1.0%               $.56        12/11/99       $ 59.25
Allan E. Rubenstein..............            -0-
Steven G. Singer.................            -0-
Robert S. Weiss..................            -0-
</TABLE>

 
- - ------------
 
(1) These  options were  issued in exchange  for previously  issued options. See
    'Executive Compensation -- Ten Year Option Repricings'.
 
(2) Twenty percent of the 3,220  share option became exercisable immediately,  a
    percentage  equal to the percentage of  the original option that had already
    become exercisable. 644 shares became exercisable when the Average Price (as
    defined in the Option  Agreement) of a share  of the Company's common  stock
    equalled  or exceeded $1.00 and $1.50 per share, respectively. An additional
    644 shares will become exercisable when the Average Price of a share of  the
    Company's  common  stock equals  or exceeds  $2.00 and  $2.50, respectively,
    assuming Mr. Bender is employed by the Company on such dates. Vesting  could
    be accelerated upon the occurrence of certain events relating to a change in
    control of the Company.
 
(3) Forty  percent of the 23,940 share  option became exercisable immediately, a
    percentage equal to the percentage of  the original option that had  already
    become  exercisable. 3,591 shares became  exercisable when the Average Price
    (as defined in  the Option  Agreement) of a  share of  the Company's  common
    stock  equalled  or exceeded  $1.00 and  $1.50  per share,  respectively. An
    additional 3,591 shares will become exercisable when the Average Price of  a
    share  of  the Company's  common stock  equals or  exceeds $2.00  and $2.50,
    respectively, assuming  Mr. Holcombe  is  employed by  the Company  on  such
    dates.  Vesting could be  accelerated upon the  occurrence of certain events
    relating to a change in control of the Company.
 
(4) Calculated using the Minimum Value Option Pricing model and assuming a  rate
    of 7% on U.S. Treasury Bonds. Minimum Option Value per share equals the fair
    market  value of  the Company's common  stock on  the date of  grant (May 7,
    1993 -- See the chart below entitled 'Ten-Year Option Repricings') 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
    (versus    the    hypothetical    value    set    forth    in    the   Grant
 
                                              (footnotes continued on next page)
 
                                       11
 

<PAGE>
(footnotes continued from previous page)
    Date Present  Value column)  will depend  on the  amount by  which the  fair
    market  value of the stock exceeds the exercise price on the date the option
    is exercised.
 
                AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
               OCTOBER 31, 1993 AND FISCAL YEAR END OPTION VALUES
 

<TABLE>
<CAPTION>
                                                                   NUMBER OF SECURITIES         VALUE OF UNEXERCISED
                                                                  UNDERLYING UNEXERCISED        IN-THE-MONEY OPTIONS
                                             SHARES ACQUIRED    OPTIONS AT FISCAL YEAR END       AT FISCAL YEAR END
                   NAME                        ON EXERCISE      EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
- - ------------------------------------------   ---------------    --------------------------    -------------------------
<S>                                          <C>                <C>                           <C>
Arthur C. Bass............................         -0-                          0/0                         -0-
A. Thomas Bender..........................         -0-                    644/2,576                   $ 42/$167
Robert S. Holcombe........................         -0-                 9,576/14,364                   $622/$934
Allan E. Rubenstein.......................         -0-                          0/0                         -0-
Steven G. Singer..........................         -0-                          0/0                         -0-
Robert S. Weiss...........................         -0-                     10,000/0                         -0-
</TABLE>

 
                           TEN-YEAR OPTION REPRICINGS
 

<TABLE>
<CAPTION>
                                                              MARKET
                                           NUMBER OF         PRICE OF                                    LENGTH OF ORIGINAL
                                           SECURITIES          STOCK     EXERCISE PRICE                     OPTION TERM
                                       UNDERLYING OPTIONS   AT TIME OF     AT TIME OF     NEW EXERCISE   REMAINING AT DATE
          NAME               DATE           REPRICED        REPRICING      REPRICING         PRICE          OF REPRICING
- - -------------------------  ---------   ------------------   ----------   --------------   ------------   ------------------
<S>                        <C>         <C>                  <C>          <C>              <C>            <C>
Arthur C. Bass...........        N/A
A. Thomas Bender.........   5/7/93(1)         3,220(2)        $ .375         $ 2.63           $.56           6 1/6 years
Robert S. Holcombe.......   5/7/93(1)        23,940(3)        $ .375         $ 2.60           $.56               6 years
                            5/7/93(1)         1,173(4)        $ 3.75         $ 3.40           $.56            6 1/2years
Marisa F. Jacobs.........   5/7/93(1)         2,835(4)        $ .375         $ 2.28           $.56           7 1/2 years
                            5/7/93(1)         5,180(4)        $ .375         $ 2.75           $.56
Allan E. Rubenstein......        N/A
Steven G. Singer.........        N/A
Robert S. Weiss..........        N/A
</TABLE>

 
- - ------------
 
(1) An option exchange program was adopted by the Compensation Committee of  the
    Company's  Board of Directors  on May 7, 1993.  The price of  a share of the
    Company's common stock that day was $.375, and the exercise price of the new
    options, which were issued in  exchange for previously outstanding  options,
    was  set at $.56 per  share, a premium of  approximately 50% over the market
    price. The program was  approved by the Company's  1988 Long Term  Incentive
    Plan  Administrative  Committee  on May  18,  1993,  when the  price  of the
    Company's common stock was  $.50 per share.  On June 1,  1993, a letter  was
    sent  to each option holder advising him  of the option exchange program. On
    that date, the price of a share of the Company's common stock was $.375.
 
(2) Issued in exchange for the forfeiture of an option to purchase up to  10,000
    shares of the Company's common stock.
 
(3) Issued  in exchange for the forfeiture of an option to purchase up to 45,000
    shares of the Company's common stock.
 
(4) Issued in exchange for  the forfeiture of options  to purchase up to  2,500,
    5,000 and 10,000 shares, respectively, of the Company's common stock.
 
     The option exchange program was approved by the Compensation Committee as a
means  of  providing  an  incentive  to all  of  the  Company's  option holders,
including the above-named  individuals, at  a time  when options  they had  been
granted  between 1989 and  1992 carried exercise  prices significantly above the
market price of the Company's common stock. The option exchange program  enabled
each  option holder (at his election) to  exchange that option for a new option,
exercisable for a smaller
 
                                       12
 

<PAGE>
number of shares  having an exercise  price that, while  above the then  current
market price, was lower than the exercise price of the original option.
 
     The  number of  shares covered by  each replacement option  was computed by
Towers Perrin,  an  independent nationally  recognized  compensation  consulting
firm,  using an  option exchange  ratio derived  under the  Black Scholes option
pricing model  which took  into account  the  number of  shares which  could  be
acquired  pursuant to  the original option,  the exercise price  of the original
option, the then  current market  price of the  Company's common  stock and  the
original  option expiration date. Each  person electing to participate exchanged
his original  option  for  an  option to  purchase  an  individually  calculated
percentage of the shares covered by his original option, ranging from 21% to 70%
of  the shares he was  then entitled to purchase.  In addition, each participant
waived the provision in his original option agreement providing for the  vesting
of  the option and its cash-out upon the occurrence of the Change in Control (as
defined in the agreement) that arose out of the acquisition by CLS of shares  of
the  Company's Series B Preferred Stock and the approval by the stockholders, in
September 1993,  of  the conversion  feature  of  said preferred  stock.  For  a
description  of  the vesting  terms  of the  new  options, see  the  table above
entitled  -- 'Option Grants in Fiscal Year Ended October 31, 1993'.
 
                           THE COMPENSATION COMMITTEE
                                 MARK A. FILLER
                              MICHAEL H. KALKSTEIN
                                  MEL SCHNELL
 
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 $200,000 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, Singer and  Weiss
are  approximately  $23,000,  $39,000, $98,000  and  $63,000,  respectively. 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. Bass  was not, and  Dr. Rubenstein  is not,  a
participant in the plan.
 
CONTRACTS
 
     Arthur  C. Bass assumed the position of Acting Chairman of the Board on May
29, 1992. His compensation was initially set at $30,000 per month. In  September
1992,  when Mr. Bass  reduced his participation in  the Company's daily affairs,
his compensation was reduced to $15,000  per month. Mr. Bass remained in  office
until  April 13,  1993, when  he resigned for  medical reasons.  The Company had
agreed to bear the cost of the insurance premiums required to continue Mr. Bass'
health insurance coverage under  COBRA for a period  of 18 months following  his
resignation.  That obligation ceased in August  1993, following the death of Mr.
Bass.
 
     Steven G. Singer  is a party  to an employment  agreement with the  Company
which,  although executed in August 1991, was  retroactive to March 9, 1990. The
agreement, which remains effective until terminated by either Mr. Singer or  the
Company,  provides for  Mr. Singer  to receive  a cash  salary (see  the Summary
Compensation Table above)  and provided  for him  to receive  313,170 shares  of
restricted  stock under the LTIP. If Mr. Singer's employment with the Company is
terminated by him with Good Reason or  by the Company without Cause (as each  of
such capitalized terms is defined in
 
                                       13
 

<PAGE>
the  employment agreement), the agreement, prior to the 1993 amendment described
below, provided that all remaining  restrictions on the restricted shares  would
be  removed. The agreement  also provides that, following  such a termination of
Mr. Singer's employment,  his participation in  the Company's various  insurance
programs  (including payment by  the Company of premiums  on term life insurance
payable to beneficiaries named  by the insured) would  continue for a period  of
three  years from the date of termination, along with the right to use a Company
car, Company offices and secretarial services  and that he would be entitled  to
receive  a pro rata share of  any amount that would be  payable to him under the
Company's Incentive Payment Plan based on the number of months worked during the
fiscal year in which his employment terminates.
 
     On June 2, 1993, Mr. Singer and the Company entered into a letter agreement
amending his employment  agreement. Mr. Singer  waived all provisions  providing
that  his shares of restricted stock would vest following any termination of his
employment or any  Change in  Control or Potential  Change in  Control (as  such
terms  are defined in his employment agreement) and consented to the deletion of
a Change  in Control  and Potential  Change in  Control as  events enabling  Mr.
Singer  to terminate his employment with Good Reason. The Company agreed that if
Mr. Singer is terminated without Cause or if he should terminate his  employment
with  Good Reason,  in lieu  of the  vesting of  his restricted  stock, he would
receive a lump  sum severance payment  in an amount  equal to 12  months of  his
annual  base salary plus an amount equal to  one month of his annual base salary
for each month that his employment continues between March 9, 1993 and the  date
of  termination (up to a  maximum total severance payment  equal to 18 months of
his annual base  salary). If Mr.  Singer's employment is  terminated within  one
year  of a Change in Control, other  than that which occurred upon the September
1993 approval  of the  conversion rights  of the  Company's Series  B  Preferred
Stock,  the severance payment to which Mr. Singer is entitled would be increased
by a factor  of 50%. The  agreement also provided  for Mr. Singer  to receive  a
special  bonus of $100,000, to have the compensation and other benefits to which
he is  entitled under  the  agreement guaranteed  by  certain of  the  Company's
subsidiaries, and for Mr. Singer to be eligible for an award under the Company's
Turn-Around  Incentive Plan described below.  In calculating Mr. Singer's length
of service for the  purpose of determining  whether he would  be entitled to  an
award under such plan, Mr. Singer's termination date (if his employment has been
terminated)  would be  deemed to  occur on  that same  date one  year later. The
remainder of  the  agreement described  in  the previous  paragraph  remains  in
effect.
 
     Mr. Singer has been on a leave of absence since March 29, 1994. The Company
and  Mr. Singer  are negotiating  the terms of  the termination  of Mr. Singer's
employment.
 
     The Company is a party to employment or severance 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. Each agreement
provides that  employment shall  continue  until terminated.  Compensation  paid
pursuant thereto in fiscal 1993 and awards under the LTIP in fiscal 1993 are set
forth  on the  foregoing tables.  If (i)  the Company  (or, in  the case  of Mr.
Bender, CooperVision, Inc.) 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
CooperVision,  Inc.) will  pay Messrs.  Bender, Holcombe  or Weiss,  a severance
benefit equal to  200%, 150% or  150%, respectively, 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), with such payments to be made either in a lump  sum
or  installments,  as designated  by the  employee. In  addition, each  of these
individuals would continue  to participate  in the  Company's (or  CooperVision,
Inc.'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 Incentive  Payment  Plan  (or any
comparable plan  then in  effect) based  on the  number of  months the  employee
served  during the year in which the  termination occurs. Each would also become
fully vested in  all benefits  due under  the Company's  Retirement Income  Plan
(which  includes employees of CooperVision, Inc.).  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
 
                                       14
 

<PAGE>
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 connection  with his  appointment  to the  positions of  Executive  Vice
President  and Acting Chief Operating Officer  in March 1994, Mr. Bender entered
into an agreement with the Company. The agreement provides that, in addition  to
receiving  a salary for his services as the President of CooperVision, Inc., Mr.
Bender is to  receive an additional  salary of $65,000  per year as  well as  an
automobile  allowance of $600 per month. In  addition, Mr. Bender was awarded an
option to purchase up to 100,000 shares  of the Company's common stock at a  per
share  exercise price equal to the fair market value of a share of the Company's
common stock on the date of the  option grant. Provided Mr. Bender continues  to
serve  as Acting Chief Operating Officer  or Chief Operating Officer, Mr. Bender
will receive an additional option each March from 1995 through 1997. Each option
will entitle Mr. Bender to purchase up to 33,333 shares of the Company's  common
stock  having a  per share exercise  price equal to  the fair market  value of a
share of  the Company's  common stock  on the  future grant  date. Mr.  Bender's
participation  in  various Incentive  Payment Plans  is being  allocated between
those of the Company and CooperVision, Inc. Finally, the agreement provides that
the removal of Mr. Bender from the position of Acting Chief Operating Officer or
Chief Operating  Officer  at any  time  will not  enable  him to  terminate  his
position at CooperVision, Inc. with Good Reason.
 
     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 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.
 
     A Change in Control occurred in September 1993 when the stockholders of the
Company  voted, at the 1993 Annual Meeting,  to approve the conversion rights of
the Series  B Preferred  Stock issued  to CLS.  See 'Certain  Relationships  and
Related  Transactions --  Agreements and Transactions  with CLS.'  At that time,
restrictions  were  removed  from  shares  of  restricted  stock  owned  by  Dr.
Rubenstein  and Messrs.  Bender, Holcombe and  Weiss. Mr. Singer  had waived the
removal of restrictions from his shares of restricted stock in the June 2,  1993
letter  agreement  amending his  employment agreement.  When Messrs.  Bender and
Holcombe elected to participate in the option exchange program described  above,
they  waived the  vesting of  their original  options that  otherwise would have
occurred as a result of the September 1993 Change in Control.
 
     Messrs.  Bender,  Holcombe,  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  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
relevant employment agreement).
 
COMPENSATION OF DIRECTORS
 
     During  fiscal 1993,  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). Each director who  is not also an employee of the
Company is entitled to  receive additional fees of  $1,000 per meeting for  each
meeting  of the Board of Directors or  a Committee of the Board attended (unless
two or more
 
                                       15
 

<PAGE>
meetings are held on the same day, in which case the fee 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  a Committee  Chairman.  The
Company  had agreed to  a temporary compensation arrangement  with Mr. Bass, who
served as Acting  Chairman of  the Board until  April 13,  1993. See  'Executive
Compensation -- Contracts.'
 
     On  April 26, 1990, the Company's Board  of Directors adopted 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  such 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 are removed from any restricted shares then outstanding.
 
C
OMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     Mel Schnell became a member of  the Compensation Committee of the Board  of
Directors  in September 1993. Mr. Schnell serves as the President and a director
of CLS and is also 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 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
 
     The  membership of the Compensation Committee changed during fiscal 1993 as
a result of the election of a new slate of directors at the 1993 Annual Meeting.
Since September 14, 1993, the Compensation Committee has been composed of  three
outside directors, Messrs. Filler, Kalkstein and Schnell.
 
     In  February 1993,  the Committee  retained Towers  Perrin, an independent,
nationally recognized compensation  consulting firm, and  with their  assistance
created  a charter  defining the Committee's  scope and  philosophy. The charter
provides that the Compensation 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 Committee also reviews and approves the terms of each incentive
compensation and bonus program in effect and the aggregate amounts which can  be
awarded thereunder.
 
                                       16
 

<PAGE>

EXECUTIVE COMPENSATION
 
     In  accordance with the  charter established by the  Committee in 1993, The
Compensation 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  serious  legal  and  financial  problems,  and  when  traditional
performance-based compensation methods offered few incentives.
 
     In  addition to expanding the Company's  lines of business through internal
development  and  acquisitions,  during  fiscal  1993  the  Company's  executive
officers  dealt with  a number of  significant issues,  including (a) litigation
relating to the  Company's formerly  owned subsidiaries  which manufactured  and
sold  polyurethane  foam  covered,  silicone  gel-filled  breast  implants,  (b)
assessments from  the  Internal Revenue  Service  and the  State  of  California
arising  from the  1984 liquidation of  the Company's former  parent for amounts
exceeding the Company's ability  to pay, which  assessments were, following  the
Company's  responses,  dropped  by  such  authorities,  (c)  stringent operating
restraints imposed by, and potential defaults under, the indenture governing the
terms of  debentures  first issued  in  1985, and  (d)  the negative  impact  on
employee morale, business development and stock performance occasioned by events
relating  to the Indictment and the SEC Complaint. With respect to items (a) and
(b) above,  the underlying  events occurred  before the  majority of  the  named
executive  officers joined the Company. Nonetheless, the Company's current Board
and management have had to address these problems.
 
     During fiscal 1993, decisions made by the Compensation Committee took  into
account  the Company's unique and difficult  circumstances, along with a variety
of other factors. In  order to do this,  the Compensation Committee worked  with
Towers  Perrin to develop  compensation guidelines appropriate  to the Company's
circumstances.  The  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.  Second,  if successful  solutions to  those  problems are  found, the
Committee then intends  to tie 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 and the terms
of a  litigation settlement  which became  effective in  fiscal 1992  and  which
involved  the  adoption of  amended employment  contracts for  certain executive
officers. Participation levels under the  Company's 1993 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.  Eligibility levels
under the Company's Turn-Around Incentive Plan (which was established to address
the unique and severe problems then facing the Company), were assigned based  on
the  recommendations of Towers  Perrin in consultation  with the Chief Operating
Officer and the Compensation Committee.
 
     The Committee's decisions regarding the base salaries payable to individual
executive officers during fiscal 1993 and the actual amounts awarded in December
1993 under  the  1993 Incentive  Payment  Plan  took into  account  the  factors
described  elsewhere in this report, as well as the Committee's desire to retain
both internal  parity  among  the  executive officers,  and  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  other than  Mr.  Bass. As  indicated elsewhere  in  this
report, such compensation also had to remain within the confines of a litigation
settlement, which is reflected in the currently effective employment agreements.
The  performance  of the  Company was  deemed  to be  the second  most important
element  to  consider  in  determining  base  salaries.  Similar  elements  were
evaluated  when making the actual awards  under the 1993 Incentive Payment Plan;
however, primary consideration was  given to the performance  of the Company  or
the  subsidiary for  which the plan  participant worked. While,  as noted above,
additional
 
                                       17
 

<PAGE>
factors were taken  into consideration in  connection with both  the setting  of
base  salaries and the  awarding of bonuses,  no attempt was  made to rank those
factors as to level of importance.
 
     In keeping  with  the goal  of  minimizing losses  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 and, in many cases,
requires employees to remain  employed by the Company  throughout the period  in
order to receive their awards.
 
CEO COMPENSATION
 
     In  May 1992, Arthur C. Bass was  elected Acting Chairman of the Board. Mr.
Bass, who became  a Director  of the  Company in  February 1989,  served as  the
Company's  President  and  Chief  Executive  Officer  from  March  1989  through
September 1990. Mr. Bass'  primary responsibilities as  Acting Chairman were  to
direct  the activities of the Board, and to serve as a spokesman for the Company
with stockholders, the financial  community and the press,  in dealing with  the
corporate  governance problems arising  from the departure  of the Company's two
Co-Chairmen and the SEC and  U.S. Attorney investigations, which  investigations
resulted  in  the SEC  Complaint and  the  Indictment and  subsequent conviction
described in this Proxy Statement under 'Litigation.'
 
     Mr. Bass' compensation was determined by the Company's Board of  Directors.
He  received a fixed monthly stipend at a rate determined by taking into account
the  scope  of  his  responsibilities,  the  difficulties  in  performing   such
responsibilities given the Company's then existing legal and financial problems,
the  time commitment Mr. Bass  would be expected to  make, the fees commanded in
similar situations by consultants  with experience comparable  to Mr. Bass'  and
the fees from ongoing consulting projects which Mr. Bass agreed to relinquish in
order  to devote more time to the Company. As the position of Acting Chairman of
the Board was considered to  be a temporary one,  created to deal with  specific
governance  issues,  the  Board  of  Directors  did  not  attempt  to  tie  that
compensation to the Company's operating  performance. In September 1992, as  the
newly  elected directors took on a  greater management oversight role, Mr. Bass'
individual involvement in day-to-day  Company matters was  scaled back, and  his
compensation  was reduced accordingly. Mr. Bass served as Acting Chairman of the
Board until April  13, 1993,  when he resigned  from that  position for  medical
reasons.
 
     Dr.  Allan E. Rubenstein became the  Company's Acting Chairman of the Board
on April 13, 1993, upon Mr. Bass' resignation, and held that position until July
9, 1994,  when he  was named  Chairman of  the Board.  His responsibilities  are
substantially  the same as those carried out by Mr. Bass, which are described in
the first paragraph under the heading 'CEO Compensation.' In addition, he serves
as the Chairman  of the Management  Committee, which provides  oversight to  and
consults  with  the Company's  Chief Operating  Officer.  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.'
 
                           THE COMPENSATION COMMITTEE
                                 MARK A. FILLER
                              MICHAEL H. KALKSTEIN
                                  MEL SCHNELL
 
                                       18
 

<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, 1993. The graph assumes that the value of the
investment  in the Company  and in each index  was $100 on  October 31, 1988 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., 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.
 


                                       [PERFORMANCE GRAPH]

<PAGE>

                            TOTAL SHAREHOLDER RETURN
                           THE COOPER COMPANIES, INC.
 

<TABLE>
<CAPTION>
                                                              FIVE YEAR TOTAL RETURN
                                             ------------------------------------------------------
                                             1988     1989      1990      1991      1992      1993
                                             ----    ------    ------    ------    ------    ------
<S>                                           <C>     <C>       <C>       <C>       <C>       <C>
                 The Cooper Companies, Inc.   100      40.00     58.00     50.00     22.00     10.99
            S&P Medical Products & Supplies   100     130.42    152.68    271.92    260.37    200.26
                                  S & P 500   100     126.27    116.78    155.91    171.38    196.90
</TABLE>




CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
AGREEMENTS AND TRANSACTIONS WITH CLS
 
     Under the terms of  an exchange agreement  dated as of  June 12, 1992,  CLS
obtained 4,850,000 shares of common stock of the Company (approximately 16.1% of
the  then currently  outstanding common  stock) in  exchange for  488,004 shares
(approximately 80%  of the  then  outstanding shares)  of the  Company's  Senior
Exchangeable  Redeemable Restricted  Voting Preferred  Stock ('SERPS')  having a
liquidation preference of $100 per share and  all of CLS' rights to receive,  by
way of dividends pursuant to the terms of the SERPS, an additional 11,996 shares
of SERPS. The Company entered into the exchange agreement in order to reduce the
aggregate  liquidation preference and redemption  price of the outstanding SERPS
and to reduce, proportionately, the dividends  payable on the SERPS. As part  of
the exchange, the Company agreed to use its reasonable best efforts to register,
and  subsequently did register, in time to avoid payment of certain penalties to
CLS, such 4,850,000 shares. In addition, the Company purchased 200,000 shares of
CLS common stock (the 'CLS  Shares') for $1,500,000 in  cash and entered into  a
settlement   agreement  with  CLS   with  respect  to   certain  litigation  and
administrative proceedings in which the Company and CLS were involved.  Pursuant
to  that  agreement, CLS,  among other  things, released  its claim  against the
Company for unliquidated damages in connection with the
 
                                       19
 

<PAGE>
Company's failure  to  register  the SERPS  owned  by  CLS, in  return  for  the
Company's  payment of $500,000, reimbursement of certain legal fees and expenses
in the amount of $650,000 incurred by CLS in connection with certain  litigation
and  administrative proceedings, and the payment of $709,000 owed by the Company
to CLS pursuant to tax sharing agreements between them. The Company also  agreed
to  reimburse  CLS for  up  to $250,000  of legal  and  other fees  and expenses
incurred by CLS in connection with the transaction and, if requested by CLS,  to
use  its reasonable best efforts to cause the election to the Company's Board of
Directors of one or two designees of CLS, reasonably acceptable to the Company.
 
     In Amendment No. 1 to its Schedule 13D, filed with the SEC on November  12,
1992,  CLS disclosed that '[i]n light  of the recent public disclosures relating
to the Company and the recent significant decline in the public trading price of
the common stock, CLS is presently  considering various courses of action  which
it may determine to be necessary or appropriate in order to maintain and restore
the  value  of  the  common  stock. Included  among  the  actions  which  CLS is
considering pursuing are the  initiation of litigation  against the Company  and
the  replacement of  management and at  least a  majority of the  members of the
Board of Directors of the Company.'
 
     The Company entered into another  settlement agreement dated June 14,  1993
(the 'Settlement Agreement') to resolve all disputes between the Company and 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, known or unknown, fixed or  contingent, matured or unmatured, which  CLS
had  or may have had against the Company  for any matter, cause or thing through
the date of the release (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 the  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 in connection with
the  1993 Annual  Meeting 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 are
reasonably  acceptable to the Company) by CLS.  The number of CLS designees will
decline to two if CLS owns less than 5,400,000 shares of common stock and to one
if CLS owns less than  2,400,000 shares of common  stock (treating as owned  for
this  purpose any  shares of  common stock into  which Series  B Preferred Stock
owned by CLS  (as discussed  below) are convertible)  subject to  CLS' right  to
designate  additional directors if  the term of the  agreement is extended under
certain circumstances described below. 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 an
individual not currently on the Board is  hired to serve as the Chief  Executive
Officer  or Chairman of the Board of the Company, 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 (except shares of  Series B Preferred Stock issued as
dividends on the  Series B  Preferred Stock  outstanding on  the various  record
dates  or common  stock issued  upon conversion, if  any, of  Series B Preferred
Stock (all  as discussed  below)) 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
after any conversion of the Series B  Preferred Stock into common stock and  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
 
                                       20
 

<PAGE>
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, propose any amendment  to
the Settlement Agreement 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 contained in the Settlement Agreement with respect to  Board
representation and voting, and the restrictions on CLS' acquisition and transfer
of  securities of the Company, will terminate  upon the earliest of (i) the date
CLS beneficially owns fewer than 1,000,000 shares of common stock (including  as
owned  any common stock into which Series B Preferred Stock may be convertible),
(ii) October  31, 1996,  and (iii)  either (A)  June 14,  1995, unless  (1)  the
average closing price of the common stock on its principal trading market equals
or  exceeds  $2.00 on  the  trading days  during  any period  of  90 consecutive
calendar days during the 180 calendar day period ending on June 14, 1995, or (2)
the Company  agrees to  nominate and  use its  reasonable efforts  to cause  the
election  to  the  Board of  one  Independent  Designee, designated  by  CLS and
reasonably acceptable to the Company, in addition to that number of designees to
which CLS is then entitled as set forth above, or (B) June 14, 1996, unless  (1)
such  average closing price equals  or exceeds $3.00 on  the trading days during
any period of 90  consecutive calendar days during  the 180 calendar day  period
ending  on June  14, 1996,  or (2) the  Company agrees  to nominate  and use its
reasonable efforts  to  cause  the  election to  the  Board  of  an  Independent
Designee,  designated  by  CLS  and reasonably  acceptable  to  the  Company, in
addition to that number of designees to which CLS is then entitled as set  forth
above  and in clause (A)(2). Following  termination of such agreements, CLS will
continue to have  the right  through June 12,  2002, originally  granted to  CLS
pursuant  to  the  June 12,  1992  exchange  agreement but  never  exercised, to
designate two directors,  so long  as CLS continues  to own  at least  2,400,000
shares  of the Company's common stock, or  one director, so long as it continues
to own at least 1,000,000 shares of the Company's common stock.
 
     On June 14, 1993,  the Company acquired from  CLS 160,600 shares of  SERPS,
constituting  all of  the Company's  then outstanding  SERPS, together  with all
rights to any dividends or  distributions thereon, in exchange (the  'Exchange')
for  345 shares  of a  newly created  series of  preferred stock  of the Company
designated Series B Preferred Stock (the  'Series B Preferred Stock'), having  a
par  value of $.10 per  share and a liquidation  preference of $10,000 per share
(an aggregate of $3,450,000). The SERPS had an aggregate liquidation preference,
and  an  aggregate  optional  redemption   price  after  October  31,  1993   of
$16,060,000.  Stockholders  at the  Company's 1993  Annual Meeting  approved the
conversion rights  of the  Series B  Preferred  Stock. Each  share of  Series  B
Preferred  Stock  is  convertible into  10,000  shares  of common  stock  of the
Company. As a result, CLS became the direct beneficial owner (as defined in Rule
13d-3 of the Exchange Act) of  securities of the Company representing more  than
24%  of  the  voting  power  of  the  Company's  common  stock.  See  'Principal
S
ecurityholders.'
 
     The Company entered  into the  Exchange Agreement  in order  to reduce  the
aggregate  liquidation  preference  and  redemption  price  of  its  outstanding
preferred stock from $16,060,000 to $3,450,000, to thereby significantly  reduce
the  amount of additional  preferred stock issuable  as pay-in-kind dividends on
such preferred stock and to reduce, both  in percentage (from 12% to 9%) and  in
absolute  dollar amount, the amount  of cash dividends that  would be payable on
the preferred  stock,  before  the  common stock  is  entitled  to  receive  any
dividends,  at such time  as the Company is  free, under the  terms of its other
agreements, to pay, and has the ability to pay, cash dividends on its stock.  In
addition, dividends, whether payable in kind or in cash, did not begin to accrue
on  the Series B Preferred  Stock until June 14, 1994.  The Company also has the
right to compel conversion of  the Series B Preferred  Stock any time after  the
market  price of the  common stock averages  at least $1.375  for 90 consecutive
calendar days and closes at not less than $1.375 on at least 80% of the  trading
days  during such  period. Such conversion  would eliminate  all liquidation and
dividend preferences, and place CLS on a par with all other common stockholders.
 
                                       21
 

<PAGE>
BUSINESS RELATIONSHIPS
 
     Michael H. Kalkstein,  a director  of the Company  since April  1992, is  a
partner  in the  law firm of  Berliner * Cohen, which was  compensated for legal
services rendered to the Company in fiscal 1993.
 
 
            PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF AUDITORS
 
     The Board  of  Directors has  appointed  the  firm of  KPMG  Peat  Marwick,
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,  1994, such appointment  to
continue  at  the  pleasure of  the  Board of  Directors  and to  be  subject to
ratification by the stockholders. KPMG Peat Marwick has acted as auditors of the
Company since its 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 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 and
FOR ratification  of  the  appointment  of  KPMG  Peat  Marwick  as  independent
auditors.
 
     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  1995  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  1995  annual meeting  of stockholders.  For a  stockholder to  nominate any
person for election as  a director at the  1995 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 1995  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
 
                                       22
 

<PAGE>
(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 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.
                                          ALLAN E. RUBENSTEIN, M.D.
                                          Chairman of the Board of Directors
 
                                       23

                                             [LOGO]
 
     ---------------------------------------------------------------------------
                                          NOTICE OF
                                          ANNUAL MEETING

                                          OF STOCKHOLDERS
                                          AND
 
                                         PROXY STATEMENT
 
     ---------------------------------------------------------------------------
 
                                          MEETING DATE
                                          SEPTEMBER 13, 1994



<PAGE>

                                        APPENDIX

                              GRAPHIC & IMAGE INFORMATION

                            See Performance Graph on Page 19.









                           THE COOPER COMPANIES, INC.

            Proxy for Annual Meeting of Stockholders, September 13, 1994

                   SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                                     PROXY

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 Radisson Hotel, 401  South Van Brunt  Street, Englewood, 
New Jersey on September 13, 1994 at  10:00  a.m.,  eastern  daylight 
savings time, and at any adjournment or 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 AND 2 AND WILL GRANT DISCRETIONARY  AUTHORITY PURSUANT TO ITEM 3.



CONTINUED AND TO BE SIGNED ON REVERSE SIDE


SEE REVERSE SIDE



<PAGE>

[x] Please mark your
    votes as in this
    example.


THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE 'FOR' ITEMS ONE AND TWO


<TABLE>

<S>                         <C>            <C>                      <C>
                                  FOR           WITHHELD
                             ALL NOMINEES   FROM ALL NOMINEES        Nominees:
1. ELECTION OF                   [  ]             [  ]                 A. Thomas Bender
   SEVEN                                                               Mark A. Filler
   DIRECTORS.                                                          Michael H. Kalkstein
   (check one box only)                                                Donald Press
                                                                       Steven Rosenberg
                                                                       Allan E. Rubenstein, M.D.
                                                                       Mel Schnell

</TABLE>


[  ] For all nominees except as noted above                            


<TABLE>
<S>                                                  <C>       <C>       <C>

                                                      FOR      AGAINST   ABSTAIN
2.  Ratification of appointment of KPMG Peat         [   ]     [   ]     [   ]
    Marwick as independent certified public
    accountants of The Cooper Companies, Inc.
    for the fiscal year ending October 31, 1994.

</TABLE>




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


    MARK HERE FOR ADDRESS          [ ]
    CHANGE AND NOTES BELOW



SIGNATURE                           DATE                 
         --------------------------      ----------------

SIGNATURE                           DATE                 
         --------------------------      ----------------

NOTE: (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.)