<PAGE>
                           SCHEDULE 14A INFORMATION 

             Proxy Statement Pursuant to Section 14(a) of the Securities
                       Exchange Act of 1934 (Amendment No.    )

          Filed by the Registrant [X]
          Filed by a Party other than the Registrant [ ]


          Check the appropriate box:

          [X]  Preliminary Proxy Statement
          [ ]  Confidential, for Use of the Commission Only (as permitted by
               Rule 14a-6(e)(2))
          [ ]  Definitive Proxy Statement
          [ ]  Definitive Additional Materials
          [ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or
               Section 240.14a-12


                            THE COOPER COMPANIES, INC.
          .................................................................
                   (Name of Registrant as Specified In Its Charter)

          .................................................................
       (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


          Payment of Filing Fee (Check the appropriate box):

          [X]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
               14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
          [ ]  $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 other underlying value of transaction
          computed   pursuant to Exchange Act Rule 0-11 (Set forth the
          amount on which the filing fee is calculated and state how it was
          determined):
                     
          .................................................................

               4)  Proposed maximum aggregate value of transaction:
                    
          .................................................................

               5)  Total fee paid:
                  
          .................................................................

          [ ]  Fee paid previously with preliminary materials.
          [ ]  Check box if any part of the fee is offset as provided by
               Exchange Act Rule 0-11(a)(2) and identify the filing for
               which the offsetting fee was paid previously.  Identify the
               previous filing by registration statement number, or the
               Form or Schedule and the date of its filing.

               1)   Amount Previously Paid:
                     
          .................................................................

               2)   Form, Schedule or Registration Statement No.:

          .................................................................

               3)   Filing Party:

          .................................................................

               4)   Date Filed:

          .................................................................



<PAGE>
                          PRELIMINARY PROXY STATEMENT
 
                                     [LOGO]
 
                                                                 August   , 1995
 
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 20,
1995, at 10:00  A.M., eastern daylight  savings time, at  the New York  Marriott
East  Side, 525 Lexington Avenue, New York,  NY. 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, 1994  and the  Company's
Quarterly  Report on Form 10-Q for the fiscal quarter and six months ended April
30, 1995 accompany this letter.
 
     At the Annual Meeting, stockholders will be asked to elect a Board of seven
directors to serve for the forthcoming year. A biographical description of  each
of  the  seven nominees  is  set forth  in the  section  of the  Proxy Statement
entitled 'Election of Directors.'
 
     The Board is also proposing that the Restated Certificate of  Incorporation
of  the Company  be amended  (i) to  reduce the  number of  common and preferred
shares authorized  to  be  issued  by  the  Company  and  (ii)  to  implement  a
one-for-three  reverse  stock  split with  respect  to the  common  stock. These
proposals, including the reasons why they are being recommended and the  results
of  their implementation,  are described in  the enclosed  Proxy Statement. Each
proposal requires the  consent of  the holders of  a majority  of the  Company's
outstanding  shares of common stock  before it may be  implemented. The Board of
Directors believes the adoption of these  proposals is in the best interests  of
the stockholders and recommends their adoption by the stockholders.
 
     I  hope you have the opportunity to  join us at the Annual Meeting. Whether
or not you plan  to attend, please  COMPLETE, SIGN, DATE  and MAIL the  enclosed
proxy card as soon as possible.
 
                                          Sincerely,
                                          ALLAN E. RUBENSTEIN, M.D.
                                          Chairman of the Board


<PAGE>
                          PRELIMINARY PROXY STATEMENT
 
                           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  20,
1995,  at 10:00 A.M.,  eastern daylight savings  time, at the  New York Marriott
East Side, 525 Lexington  Avenue, New York, NY,  for the purpose of  considering
and acting upon the following:
 
          1. The election of a Board of seven directors.
 
          2.  The  adoption  of a  resolution  to amend  the  Company's Restated
     Certificate of Incorporation to reduce the number of shares of common stock
     and preferred stock authorized to be issued by the Company.
 
          3. The  adoption  of a  resolution  to amend  the  Company's  Restated
     Certificate  of Incorporation to effect a one-for-three reverse stock split
     with respect to the common stock.
 
          4. The ratification  of the appointment  of KPMG Peat  Marwick LLP  as
     independent certified public accountants of the Company for the fiscal year
     ending October 31, 1995.
 
          5.  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 10,  1995
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, 1994
and  the Company's Quarterly Report  on Form 10-Q for  the second fiscal quarter
and six months ended April 30, 1995.
 
     All stockholders are  cordially invited  to attend the  meeting in  person.
WHETHER  OR NOT YOU PLAN TO ATTEND,  PLEASE COMPLETE, 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.
                                          Chairman of the Board
 
Dated: August   , 1995


<PAGE>
                          PRELIMINARY PROXY STATEMENT
 
                           THE COOPER COMPANIES, INC.
                                ONE BRIDGE PLAZA
                           FORT LEE, NEW JERSEY 07024
                               ------------------
                                PROXY STATEMENT
                                      FOR
                         ANNUAL MEETING OF STOCKHOLDERS
                               SEPTEMBER 20, 1995
                               ------------------
 
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 20, 1995, at 10:00 A.M., eastern
daylight savings time, at the New York Marriott East Side, 525 Lexington Avenue,
New  York,  NY, 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   , 1995.
 
     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,  FOR the
adoption of the proposals to amend the Restated Certificate of Incorporation  to
reduce  the number of shares of stock authorized to be issued by the Company and
to effectuate a reverse stock split with respect to the common stock and FOR the
ratification of  the appointment  of  KPMG Peat  Marwick  LLP as  the  Company's
independent  certified public accountants for the fiscal year ending October 31,
1995. The Board of Directors does not know of any other business to come  before
the  Annual Meeting. If any other matters 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,  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 10, 1995, the  record date for  the
determination  of stockholders entitled to  notice of and to  vote at the Annual
Meeting, there were outstanding 34,   ,   shares of the Company's common  stock,
$.10  par value per share (the 'Common Stock'), 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
 

<PAGE>
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  a plurality of  votes. The proposals to  amend the Company's Restated
Certificate  of  Incorporation  require  the  approval  of  a  majority  of  all
outstanding  shares of the Company's common stock entitled to vote at the Annual
Meeting. Abstentions and broker non-votes (if any) will have the same effect  as
votes  against  the proposals.  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  1995 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  director currently
serves on the Board of  Directors. One of the  seven directors, Moses Marx,  was
elected  to the Board in May 1995, following  the death of Mel Schnell. Mr. Marx
was elected as a director 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. 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..............................................................................   56        1994
     Mr.  Bender was elected President and Chief Executive Officer of the Company in May 1995.
      He had been serving as the Chief Operating Officer of the Company since August 1994, and
      as Executive  Vice President  since March  1994.  He served  as Acting  Chief  Operating
      Officer  of the Company  from March 1994 to  August 1994, and  as Senior Vice President,
      Operations from October 1992  to February 1994.  He continues to  serve as President  of
      CooperVision,  Inc., the Company's contact lens subsidiary, a position he has held 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.
</TABLE>

 
                                       2
 

<PAGE>
 

<TABLE>
<CAPTION>
                                                                                                          YEAR
                                                                                                        COMMENCED
                                                                                                         SERVING
                                                                                                           AS
                                                                                                            A
                                                                                                        DIRECTOR
                                  NAME, PRINCIPAL OCCUPATION                                             OF THE
                                   AND OTHER DIRECTORSHIPS                                       AGE     COMPANY
- ----------------------------------------------------------------------------------------------   ---    ---------
<S>                                                                                              <C>    <C>
Mark A. Filler................................................................................   34        1992
     Mr. Filler has been Executive Vice President of Prism Mortgage Company (a mortgage banker
      and  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 department of The Equity Group (a holding company for companies
      affiliated with Sam Zell).
Michael H. Kalkstein..........................................................................   53        1992
     Mr. Kalkstein has been a partner in the law firm of Graham & James since September  1994.
      He was a partner in the law firm of Berliner Cohen from 1983 through August 1994. 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.
Moses Marx....................................................................................   60        1995
     Mr. Marx has been a  general partner in United  Equities Company (a securities  brokerage
      firm)  since  1954 and  a  general partner  in  United Equities  Commodities  Company (a
      commodities brokerage  firm)  since  1972. He  is  also  President of  Momar  Corp.  (an
      investment  company). Mr. Marx is a director of  CLS (which has an interest in a company
      licensed to develop and manage a national lottery) and of BioTechnology General Corp. (a
      developer and  manufacturer of  biotechnology  products). He  previously served  on  the
      Company's Board of Directors from September 1989 to September 1991.
Donald Press..................................................................................   62        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. Mr. Press
      is a director of Components Specialties, Inc. (an electronics company) and  Graham-Field
      Health Products, Inc. (a seller of healthcare products).
Steven Rosenberg..............................................................................   47        1993
     Mr.  Rosenberg has served as Acting  Chairman of the Board of  CLS since May 1995, and as
      Vice President, Finance and  Chief Financial Officer of  CLS 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).  Mr.
      Rosenberg is a director of CLS.
Allan E. Rubenstein, M.D......................................................................   50        1992
     Dr.  Rubenstein has served as the Chairman of  the Board of Directors since July 1994; he
      served as  Acting Chairman  of  the Board  from  April 1993  through  June 1994.  He  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.
</TABLE>

 
     There are no 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, CooperVision,
Inc., 10 Faraday,  Irvine, CA 92718;  Mark Filler, Prism  Mortgage Company,  350
West  Hubbard Street,  Suite 222,  Chicago, IL  60610; Michael  Kalkstein, Esq.,
Graham  &   James,   5  Palo   Alto   Square,   3000  El   Camino   Real,   Palo
 
                                       3
 

<PAGE>
Alto,  CA 94306; Moses Marx, United Equities Company, 160 Broadway, New York, NY
10038; 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; and Allan Rubenstein, M.D., MTC Imaging Services, Inc., 177 East 87th
Street, New York, NY 10128.
 
BOARD COMMITTEES, MEETINGS AND COMPENSATION
 
     The Company currently has four active committees of the Board:
 
          (i) The Management Committee consults with and oversees the activities
     of the  Chief Executive  Officer (formerly  Chief Operating  Officer).  The
     members are Messrs. Filler and Press and Dr. Rubenstein.
 
          (ii) The Audit and Finance Committee advises and makes recommendations
     to  the Board  of Directors concerning  (a) the  appointment of independent
     certified public accountants for the  Company, (b) matters relating to  the
     activities  of  the independent  certified public  accountants 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. Filler, Press and Rosenberg.
 
          (iii) The Compensation/Long Term Incentive Plan Committee advises  and
     makes  recommendations to the Board of Directors regarding matters relating
     to the  compensation  of directors,  officers  and senior  management,  the
     granting  of awards under the Company's  1988 Long Term Incentive Plan (the
     'LTIP') and the Company's  other incentive plans.  The members are  Messrs.
     Filler, Kalkstein and Press.
 
          (iv)  The Nominating Committee selects individuals to be nominated for
     election  to  the  Company's  Board  of  Directors.  The  members  are  Dr.
     Rubenstein  and Messrs. Filler and Kalkstein. The Nominating Committee will
     consider  suggestions  from  stockholders  for  nominees  for  election  as
     directors  at the 1996  Annual Meeting if such  recommendations are made in
     accordance  with   the  procedure   described  below   under   'Stockholder
     Nominations and Proposals.'
 
     In   addition,  administrative   committees  exist   for  the   purpose  of
administering the Company's 401(k) Plan and the Retirement Income Plan.
 
     During the fiscal year ended October 31, 1994, the Board met 12 times,  the
Management  Committee met five times, the Audit and Finance Committee met twice,
the Compensation/Long Term Incentive Plan  Committee met 14 times (primarily  in
connection  with the  termination of  certain former  executive officers  of the
Company) and the Nominating Committee met twice. A Special Litigation  Committee
was  formed (since disbanded) and it or a subcommittee thereof met 12 times, and
a Series  B  Stock  Subcommittee  (since disbanded)  met  twice.  Each  director
attended  (or participated by telephone in) 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 period 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.  (the 'NYSE')  and the  Pacific
Stock  Exchange Incorporated  (the 'PSE'). SEC  regulations also  require that a
copy of all such Section  16(a) forms filed be furnished  to the Company by  its
officers, directors and greater than ten-percent stockholders.
 
     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    fiscal    1994    all    Section    16(a)   filing
 
                                       4
 

<PAGE>
requirements applicable to its officers, directors and beneficial owners of more
than ten percent of any class of its equity securities were met.
 
LITIGATION
 
     The Company is  named as a  nominal defendant in  a shareholder  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
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 action  and the other plaintiff's action  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 a  'trading scheme' to 'frontrun'  high
yield  bond purchases by  the Keystone Custodian  Fund, Inc., a  group of mutual
funds. The First Amended Derivative  Complaint also alleges that the  defendants
violated  their fiduciary duties to the  Company by not vigorously investigating
certain 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  and  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.  No  further
proceedings have taken place; however,  discovery is underway. The parties,  who
have  been engaged in negotiations, have agreed  upon the terms of a settlement,
which will have  no material impact  on the  Company. The settlement  is in  the
process  of being  documented. Upon completion  of discovery  and the settlement
documentation, the  proposed  settlement will  be  submitted to  the  Court  for
approval   following  notice  to  the  Company's  stockholders  and  a  hearing.
Accordingly, there  can  be  no  assurance that  the  proposed  settlement  will
ultimately  end  the  litigation.  The individual  defendants  have  advised the
Company that they  believe they  have meritorious  defenses to  the lawsuit  and
that,  in the event the case proceeds to trial, they intend to defend vigorously
against the allegations in the First Amended Derivative Complaint.
 
                                       5
 

<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, the individuals named
in the Summary  Compensation Table and  by all of  the current directors,  named
individuals and executive officers as a group.
 

<TABLE>
<CAPTION>
                                                                          COMMON STOCK
                                                                    BENEFICIALLY OWNED AS OF
                                                                         JUNE 30, 1995
                                                                   --------------------------
                                                                    NUMBER         PERCENTAGE
                    NAME OF BENEFICIAL OWNER                       OF SHARES       OF SHARES
- ----------------------------------------------------------------   ---------       ----------
 
<S>                                                                <C>             <C>
A. Thomas Bender................................................     199,775(1)       *
Mark A. Filler..................................................       5,300          *
Robert S. Holcombe..............................................      73,884(2)       *
Michael H. Kalkstein............................................      12,000          *
Moses Marx......................................................   1,153,714(3)           %
Donald Press....................................................      18,600(4)       *
Steven Rosenberg................................................       5,000          *
Allan E. Rubenstein.............................................      12,500          *
Mark R. Russell.................................................      40,451(5)       *
Robert S. Weiss.................................................     257,916(6)       *
All current directors and executive officers as a group (14
  persons)......................................................   2,332,950(7)           %
</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 LTIP,  and
    44,444  shares  which  could  be acquired  upon  the  exercise  of presently
    exercisable stock options.
 
(2) Includes 23,940  shares  which  could  be  acquired  upon  the  exercise  of
    presently  exercisable stock options, and 1,111  shares held by his wife, as
    to which disposition is  restricted pursuant to the  terms of the LTIP.  Mr.
    Holcombe disclaims beneficial ownership of those 1,111 shares.
 
(3) Includes 731,000 shares which could be acquired upon conversion (at the rate
    of  $5.00 per share) of $3,655,000 principal amount of the Company's 10 5/8%
    Convertible  Subordinated  Reset  Debentures  due  2005  (the   'Convertible
    Debentures')  owned directly by Mr. Marx.  Does not include 6,967,600 shares
    of common stock owned by  CLS. See 'Principal Securityholders' and  'Certain
    Relationships  and Related Transactions --  Agreements and Transactions with
    CLS.' Mr. Marx is a director of CLS and also a major holder of the stock  of
    that  company. Also does not include shares  of common stock owned by United
    Equities Company, a registered broker dealer which is a general  partnership
    in which Mr. Marx owns a majority interest.
 
(4) Includes  3,600 shares which could be  acquired upon conversion (at the rate
    of  $5.00  per  share)  of  $18,000  principal  amount  of  the  Convertible
    Debentures  owned directly  by Mr.  Press or  held in  a trust  for which he
    serves as trustee.
 
(5) Includes 11,111 shares as to which Mr. Russell has sole voting power, but as
    to which disposition is  restricted pursuant to the  terms of the LTIP,  and
    21,840 shares which Mr. Russell could acquire upon the exercise of presently
    exercisable stock options.
 
(6) 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 Company's 401(k) Savings Plan  and
    20,000  shares which Mr. Weiss could  acquire upon the exercise of presently
    exercisable stock options.
 
(7) See Notes (1) through (6) for details with respect to such ownership.
 
                                       6
 

<PAGE>
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............................................   6,967,600           %
</TABLE>

 
EXECUTIVE COMPENSATION
 
                           SUMMARY COMPENSATION TABLE
 
     The  table below shows compensation paid in  or with respect to each of the
last three  fiscal  years  to the  person  who  served as  the  Company's  chief
executive  officer during fiscal 1994, to each  of the persons who were, for the
fiscal year ended October 31, 1994,  the four most highly compensated  executive
officers of the Company or its subsidiaries, and one former executive officer.
 

<TABLE>
<CAPTION>
                                                                                  LONG TERM COMPENSATION
                                                                         ----------------------------------------
                                                                                  AWARDS
                                         ANNUAL COMPENSATION             -------------------------
                               ---------------------------------------   RESTRICTED    SECURITIES      PAYOUTS
  NAME AND PRINCIPAL                                    OTHER ANNUAL       STOCK       UNDERLYING    ------------      ALL OTHER
       POSITIONS        YEAR    SALARY       BONUS     COMPENSATION(3)     AWARDS     OPTIONS/SARS   LTIP PAYOUTS   COMPENSATION(7)
- ----------------------- ----   --------     --------   ---------------   ----------   ------------   ------------   ---------------
 
<S>                     <C>    <C>          <C>        <C>               <C>          <C>            <C>            <C>
Allan E.                1994   $ 68,694(2)       -0-           N/A             -0-           -0-            -0-              -0-
  Rubenstein(1) ....... 1993   $ 63,625(2)       -0-           N/A             -0-           -0-       $  1,770              -0-
  Chairman of the Board
 
A. Thomas Bender ...... 1994   $243,583     $168,191           N/A        $ 16,000(5)    100,000            -0-        $     524
  President and Chief   1993   $188,285     $128,034           N/A             -0-         3,220       $  7,080              -0-
  Executive Officer(4)  1992   $185,450(4)  $128,492           N/A             -0-        10,000(6)    $ 12,625              -0-
 
Robert S. Holcombe .... 1994   $239,167     $166,220           N/A        $ 48,000(9)        -0-            -0-        $   1,300
  Senior Vice President 1993   $227,500     $ 11,375           N/A             -0-        23,940       $  3,717        $     651
  and General Counsel   1992   $211,174(8)  $ 39,600           N/A             -0-           -0-            -0-        $     362
 
Mark R. Russell ....... 1994   $249,828     $135,196           N/A        $ 16,000(10)        -0-           -0-        $   1,118
  President and CEO of  1993   $237,489     $ 35,688           N/A             -0-        21,840            -0-        $   1,118
  Hospital Group of     1992*  $ 87,992          -0-           N/A             -0-        80,000(6)         -0-        $     574
  America, Inc.
 
Robert S. Weiss ....... 1994   $247,271(8)  $155,690           N/A        $ 48,000(11)     40,000           -0-        $     786
  Senior Vice           1993   $236,391(8)  $ 10,319           N/A             -0-           -0-       $ 10,620        $     447
  President, Treasurer  1992   $210,000(8)  $ 39,000           N/A             -0-           -0-            -0-        $     362
  and Chief Financial
  Officer
 
Steven G.               1994   $208,667(13)      -0-           N/A        $192,001(15)        -0-      $472,506(16)    $ 205,609(17)
  Singer(12) .......... 1993   $302,500     $118,906           N/A             -0-           -0-            -0-        $   1,791
                        1992   $324,674(8)       -0-       $98,459(14)         -0-           -0-            -0-        $   1,782
</TABLE>

 
- ------------
 
   * All  amounts shown for fiscal 1992 cover the period from May 29, 1992, when
     Hospital Group  of  America, Inc.  was  acquired by  the  Company,  through
     October 31, 1992.
 
 (1) Dr.  Rubenstein assumed  the position  of Acting  Chairman of  the Board in
     April 1993. He served in that position through June 1994; in July 1994,  he
     assumed the position of Chairman of the Board.
 
 (2) See 'Executive Compensation -- Compensation of Directors' for a description
     of compensation paid to non-employee directors.
 
 (3) Excludes  perquisites  received as  the value  thereof  did not  exceed ten
     percent of any listed person's annual salary and bonus.
 
 (4) Mr. Bender assumed the positions  of President and Chief Executive  Officer
     in  May 1995. Prior thereto, he was serving as Executive Vice President and
     Chief Operating Officer.
 
 (5) As of October 31, 1994, Mr. Bender owned 11,111 shares of restricted stock;
     the aggregate fair market value of  those shares was $28,444 as of  October
     31, 1994. Restrictions will be removed from
 
                                              (footnotes continued on next page)
 
                                       7
 

<PAGE>
(footnotes continued from previous page)
     the 11,111 shares on May 25, 1996, assuming Mr. Bender is still an employee
     of  the Company. Those shares are eligible to receive any dividends paid by
     the Company prior to the removal of restrictions therefrom.
 
 (6) Cancelled and replaced by the option  granted in 1993 for a smaller  number
     of shares bearing a lower exercise price.
 
 (7) With  the  exception of  Mr.  Singer in  fiscal  1994, consists  of  a $200
     contribution by the Company to a 401(k) account (for each person other than
     Mr. Bender) and premiums on life insurance policies.
 
 (8) Includes directors' fees  paid to:  (i) Mr.  Holcombe during  a portion  of
     fiscal  1992, (ii) Mr. Singer during a portion of fiscal 1992 and (iii) Mr.
     Weiss during a portion of fiscal 1992, all of fiscal 1993 and a portion  of
     fiscal 1994.
 
 (9) As  of October  31, 1994,  Mr. Holcombe  owned 33,333  shares of restricted
     stock; the aggregate market value of those shares was $85,332 as of October
     31, 1994. Restrictions were removed from those shares on January 3, 1995 in
     connection with the entering into of  an amendment dated November 16,  1994
     to  Mr. Holcombe's Employment Agreement with the Company, which reduced the
     severance to  which  Mr.  Holcombe  would be  entitled  if  his  employment
     terminates under certain circumstances. See 'Executive
     Compensation -- Contracts.'
 
(10) As  of  October 31,  1994, Mr.  Russell owned  11,111 shares  of restricted
     stock; the aggregate market value of those shares was $28,444 as of October
     31, 1994. Restrictions will be removed  from those shares on May 25,  1996,
     assuming  Mr. Russell is still an employee of the Company. Those shares are
     eligible to receive any dividends paid by the Company prior to the  removal
     of restrictions therefrom.
 
(11) As  of October 31, 1994, Mr. Weiss owned 33,333 shares of restricted stock;
     the aggregate market value  of those shares was  $85,332 as of October  31,
     1994.  Restrictions  will be  removed from  those shares  on May  25, 1996,
     assuming Mr. Weiss is  still an employee of  the Company. Those shares  are
     eligible  to receive any dividends paid by the Company prior to the removal
     of restrictions therefrom.
 
(12) Mr. Singer,  the  Company's  former  Executive  Vice  President  and  Chief
     Operating  Officer, commenced a  leave of absence on  March 29, 1994, which
     continued through his termination on June 30, 1994.
 
(13) Through June 30, 1994, the date  on which Mr. Singer's employment with  the
     Company  terminated. For a  description of the  agreement pursuant to which
     Mr. Singer's employment was terminated, see 'Executive
     Compensation -- Contracts.'
 
(14) Amount received  upon exercise  of phantom  stock units  awarded under  the
     Company's LTIP.
 
(15) Represents  the fair market value on the date of grant of 133,334 shares of
     restricted stock granted to  Mr. Singer in fiscal  1994 in connection  with
     the Turn-Around Incentive Plan. Restrictions were removed from those shares
     in  connection with  the termination  of Mr.  Singer's employment  with the
     Company.
 
(16) Represents the taxable gain  recognized in fiscal 1994  by Mr. Singer  upon
     the  removal of  restrictions from  182,611 shares  of restricted  stock in
     connection with  the  termination  of  Mr.  Singer's  employment  with  the
     Company.
 
(17) Represents  a  $200  contribution by  the  Company to  Mr.  Singer's 401(k)
     account, the premium on a life insurance policy and the value of cash  paid
     and  equipment transferred to Mr. Singer  in fiscal 1994 in connection with
     the termination of Mr. Singer's employment with the Company.
 
                                       8
 

<PAGE>
              OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1994
 

<TABLE>
<CAPTION>
                                                              PERCENT OF
                                                             TOTAL OPTIONS
                                                              GRANTED TO
                                                   OPTIONS   EMPLOYEES IN    EXERCISE PRICE   EXPIRATION      GRANT DATE
                      NAME                         GRANTED    FISCAL YEAR      PER SHARE         DATE      PRESENT VALUE(3)
- -------------------------------------------------  -------   -------------   --------------   ----------   -----------------
 
<S>                                                <C>       <C>             <C>              <C>          <C>
A. Thomas Bender.................................  25,000 (1)     6.10%          $ 1.06         3/29/04         $12,358
                                                   25,000 (1)     6.10%          $ 1.06         3/29/04         $12,358
                                                   25,000 (1)     6.10%          $ 1.06         3/29/04         $12,358
                                                   25,000 (1)     6.10%          $ 1.06         3/29/04         $12,358
Robert S. Holcombe...............................     -0-
Allan E. Rubenstein..............................     -0-
Mark R. Russell..................................     -0-
Robert S. Weiss..................................  10,000 (2)     2.44%          $ 2.56        10/27/04         $13,453
                                                   10,000 (2)     2.44%          $ 2.56        10/27/04         $13,453
                                                   10,000 (2)     2.44%          $ 2.56        10/27/04         $13,453
                                                   10,000 (2)     2.44%          $ 2.56        10/27/04         $13,453
Steven G. Singer.................................     -0-
</TABLE>

 
- ------------
 
(1) For Mr. Bender's option to vest,  two tests must be met simultaneously:  (a)
    Mr.  Bender shall remain as the Chief Executive Officer of the Company for a
    specified period of time following the date  of grant, and (b) the price  of
    the   Company's  common  stock   shall  have  reached   a  specified  level.
    Specifically, 25,000 shares of the  100,000 share option became  exercisable
    immediately,  25,000  shares became  exercisable on  March  29, 1995  and an
    additional 25,000 shares will become exercisable  on each of March 29,  1996
    and 1997, assuming that Mr. Bender continues to serve as the Company's Chief
    Executive  Officer. Despite the foregoing, before  any portion of the option
    can be exercised, the Average Price (as defined in the Option Agreement)  of
    a  share of the Company's common stock  must equal or exceed $1.50 per share
    with respect to  the first 33,333  shares available for  purchase under  the
    option,  $3.00 per share with respect to  the second 33,333 shares and $5.00
    per share with respect to the last 33,334 shares. During the period of April
    1, 1999 through September 29, 2003,  assuming no previous forfeiture of  the
    option, any portion of the option which has not yet become exercisable shall
    become  exercisable if  the Average  Price of  a share  of the  common stock
    equals or  exceeds $10.00.  If any  portion  of the  option has  not  become
    exercisable  by September 30,  2003, and the option  has not previously been
    forfeited, it  shall  become exercisable  on  that date.  Vesting  could  be
    accelerated  upon the occurrence  of certain events relating  to a change in
    control of the Company.
 
(2) Twenty-five percent  of  the 40,000  share  option became  exercisable  upon
    grant.  The remainder  will become  exercisable in  25% increments  when the
    Average Price  (as  defined in  the  Option Agreement)  of  a share  of  the
    Company's   common  stock  equals   or  exceeds  $4.00,   $5.00  and  $6.00,
    respectively, if Mr. Weiss is still employed by the Company on those  dates.
    If any portion of the option has not become exercisable by July 27, 2004, it
    shall  become  exercisable on  that  date, provided  Mr.  Weiss is  still an
    employee of the Company.
 
(3) Calculated using the Minimum Value Option Pricing model and assuming a  rate
    of  6.48% on  U.S. Treasury Bonds  for Mr.  Bender and 7.74%  for Mr. Weiss.
    Minimum Option Value per share equals the fair market value of the Company's
    common stock on the date of grant  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 will depend on the amount by which the
    price at which the shares underlying the option are ultimately sold  exceeds
    the exercise price of the option.
 
                                       9
 

<PAGE>
                AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
               OCTOBER 31, 1994 AND FISCAL YEAR-END OPTION VALUES
 

<TABLE>
<CAPTION>
                                                                     NUMBER OF SECURITIES         VALUE OF UNEXERCISED
                                                                    UNDERLYING UNEXERCISED        IN-THE-MONEY OPTIONS
                                   SHARES ACQUIRED     VALUE      OPTIONS AT FISCAL YEAR END       AT FISCAL YEAR END
              NAME                   ON EXERCISE      REALIZED    EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
- --------------------------------   ---------------    --------    --------------------------    -------------------------
 
<S>                                <C>                <C>         <C>                           <C>
A. Thomas Bender................        3,220          $7,052            25,000/75,000               $37,500/$112,500
Robert S. Holcombe..............          -0-             -0-                 23,940/0                     $47,880/$0
Allan E. Rubenstein.............          -0-             -0-                      0/0                          $0/$0
Mark R. Russell.................          -0-             -0-                 21,840/0                     $43,680/$0
Robert S. Weiss.................          -0-             -0-            20,000/30,000                          $0/$0
Steven G. Singer................          -0-             -0-                      0/0                          $0/$0
</TABLE>

 
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 the applicable
annual maximum compensation permitted  to be taken  into account under  Internal
Revenue  Service  guidelines 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  and Weiss  are
approximately  $21,000, $31,000 and $53,000, respectively.1 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.
Singer, who is vested under the plan  and whose employment with the Company  has
been terminated, will, upon reaching age 65, be entitled to receive a pension of
$11,981 per year. Neither Mr. Russell nor Dr. Rubenstein is a participant in the
plan.
 
CONTRACTS
 
     The Company is a party to employment 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.  Hospital Group of America,  Inc.,
another  subsidiary,  is a  party to  an  agreement with  Mark R.  Russell. Each
agreement provides that employment shall  continue until terminated, except  the
agreement  relating to Mr. Russell, which  expires on July 1, 1997. Compensation
paid pursuant thereto and awards under the  Company's LTIP are set forth on  the
foregoing  tables. Subject  to the  amendments described  below with  respect to
Messrs.  Bender  and  Holcombe,  if  (i)  the  Company  or  relevant  subsidiary
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 the relevant subsidiary will
pay Mr. Bender 200% and each of Messrs. Holcombe, Russell and Weiss 150% 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).  In addition,  subject to  the
amendment described below with respect to Mr. Holcombe, Messrs. Bender, Holcombe
and   Weiss  would  continue  to  participate   in  the  Company's  or  relevant
subsidiary'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 Company's  Incentive Payment Plan (or
any comparable plan then in
 
- ------------
1 These  numbers  have  declined  from  estimates  reported  in  previous  years
  following  recent action taken by the Internal Revenue Service to decrease the
  maximum wages on which qualified pension benefits can be computed.
 
                                       10
 

<PAGE>
effect) based on the  number of months  he served during the  year in which  the
termination  occurs. Each of those individuals would also become fully vested in
all benefits due under the Retirement Income Plan. 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  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  March 1994 and May 1995,  Mr. Bender's employment agreement was amended
in connection with  his assumption of  additional responsibilities.  Information
relating  to Mr. Bender's  salary, bonus and  grant of a  stock option under the
Company's LTIP is contained  in the charts appearing  prior to this section.  In
addition,  the amendments  provide for Mr.  Bender to  receive additional grants
under the LTIP in each of March 1995,  1996 and 1997, of options to purchase  up
to  33,333 shares of the Company's common  stock at the then current fair market
value of  such shares,  provided he  is  still serving  as the  Company's  Chief
Executive  Officer. The agreement further provides  that if Mr. Bender is asked,
at any  time, to  relinquish the  position  of Chief  Executive Officer  of  the
Company,  such  relinquishment  will not  entitle  Mr. Bender  to  terminate his
employment for  Good Reason  and will  not constitute  a termination  under  the
agreement  so  long  as Mr.  Bender  remains  in the  position  of  President of
CooperVision, Inc.
 
     On November 16, 1994, Mr. Holcombe  and the Company amended Mr.  Holcombe's
employment  agreement to eliminate his ability  to terminate his employment with
Good Reason as a  result of the  Change in Control  occasioned by the  departure
from  the  Company of  certain members  of senior  management. In  addition, the
severance payments and the  duration of post-termination  benefits to which  Mr.
Holcombe  would be entitled if his employment is terminated by the Company under
certain conditions or  if he elects  to terminate his  employment under  certain
conditions  were decreased from 150%  to 125% of annual  base salary and from 18
months to 15 months  of post-termination benefits. In  exchange for agreeing  to
those  amendments, Mr. Holcombe  received a payment of  $47,500 in November 1994
and had restrictions removed from 33,333  shares of restricted stock on  January
3, 1995.
 
     Mr.  Singer's  employment with  the Company  was  terminated pursuant  to a
settlement agreement executed  on August  30, 1994 but  which was  retroactively
effective to June 30, 1994. In connection with that termination, Mr. Singer made
certain  representations  and  warranties relating  to  noncompetition  with the
Company and nondisclosure of any  of the Company's proprietary information.  Mr.
Singer,  on behalf  of himself  and all  members of  his family  other than Gary
Singer, released the Company from liability for certain legal fees and granted a
release from any claims relating to  any aspect of any relationship between  the
Company  and such members  of his family.  Mr. Singer received  from the Company
payment for his accrued  but unused vacation time,  additional cash payments  of
approximately  $60,000 to Mr. Singer and $25,000 to an attorney representing Mr.
Singer in  connection with  Company  matters, 315,945  shares of  the  Company's
common stock from which all restrictions had been removed and the furnishings of
his  office. Until June  1997, the Company  will continue to  provide Mr. Singer
with medical and life insurance along with a monthly stipend of $2,000 to  cover
the costs of office and secretarial services and an automobile lease. Mr. Singer
will  remain eligible for an award of  restricted stock granted to him under the
Company's 1993 Turn-Around Incentive Plan  if certain of that Plan's  thresholds
are  satisfied before  June 30,  1997. The Company  released Mr.  Singer and his
relatives other  than  Gary Singer  from  claims relating  to  the  relationship
between  the  Company  and  Mr.  Singer and  events  relating  to  certain legal
proceedings in which  Mr. Singer and/or  Gary Singer were  named as  defendants,
except  that  the  Company  retained  the right  to  assert  claims  against any
disgorgement or  restitution fund  established in  connection with  those  legal
proceedings.
 
     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
 
                                       11
 

<PAGE>
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. On January 16,
1995, the Board  of Directors  amended the LTIP  to provide  that, with  certain
exceptions,  the occurrence  of a  Change in  Control or  a Potential  Change in
Control would have no  effect on any  awards made under  the LTIP subsequent  to
December 19, 1994.
 
     Messrs. Bender, Holcombe, Russell, 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 then  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
plan).
 
COMPENSATION OF DIRECTORS
 
     Prior  to May 23, 1994, 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). With  the election of Mr.  Bender to the Board on
May 23, 1994, the  Board determined that quarterly  payments would no longer  be
paid  with respect to any director  who is also an employee  of the Company or a
subsidiary. With respect to each director who is not also a paid employee of the
Company or a  subsidiary, the Board  implemented a scaled-back  fee schedule  on
September  13, 1994. Each non-employee director  is now entitled to receive fees
ranging from $125  to $1,000 for  each meeting of  the Board of  Directors or  a
Committee  of the Board  attended (unless two  or more meetings  are held on the
same day, in which case  the maximum fee payable  in connection with that  day's
meetings  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 such.
 
     On April  26, 1990,  the  Company's Board  of  Directors adopted  the  1990
Non-Employee  Directors Restricted Stock Plan (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   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 would be removed from any restricted shares then outstanding.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     Mel Schnell became a director and a member of the Compensation Committee of
the Board of Directors in September 1993 and served in those positions until his
death in May 1995. He also served
 
                                       12
 

<PAGE>
as the President and a director  of CLS and was 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/Long Term Incentive Plan Committee (the '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
 
     Throughout fiscal 1994, the  period covered by  this report, the  Committee
was  composed of three outside directors: Messrs. Filler, Kalkstein and Schnell.
Following the death of Mr. Schnell in May 1995, Mr. Press joined the Committee.
 
     In 1993, the Committee retained  Towers Perrin, an independent,  nationally
recognized  compensation  consulting firm,  and  with its  assistance  created a
charter defining the Committee's scope and philosophy. The charter provides that
the 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 charter  also
called  for the  Committee to  review and  approve the  terms of  each incentive
compensation and bonus program in effect and the aggregate amounts which can  be
awarded  thereunder on a yearly  basis and in the  aggregate. The members of the
Committee also administer the Company's LTIP.
 
EXECUTIVE COMPENSATION FOR FISCAL 1994
 
     In accordance with the charter established by the Committee, the  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 the
serious  legal  and financial  problems confronting  it at  that time,  and when
traditional performance-based compensation  methods offered  few incentives.  As
the  Company's  legal problems  have  been subsiding  and  the Company  has been
returning  to   profitability,   increasing   emphasis  is   being   placed   on
performance-based  compensation in fiscal 1995 and  will continue to be in years
subsequent thereto.
 
     In keeping  with the  goal  of enhancing  the Company's  profitability  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.
Generally, the  plans  require  employees  to remain  employed  by  the  Company
throughout the period in order to receive their awards.
 
     During fiscal 1994, the Company's executive officers dealt with a number of
significant issues, including:
 
          (a)  the consummation  of an  Exchange Offer  and Consent Solicitation
     relating to the  Company's Convertible  Debentures, which  resulted in  the
     waiver of any defaults or potential defaults that may have occurred through
     January    6,   1994    under   the    Indenture   governing    that   debt
 
                                       13
 

<PAGE>
     and the adoption of various amendments  to the Indenture to remove  certain
     of the stringent operating restraints contained therein;
 
          (b)  criminal litigation  which led  to a  finding of  guilt against a
     former officer and director of  the Company and, derivatively, against  the
     Company;
 
          (c)  following completion of the criminal  trial, the resumption of an
     SEC enforcement action against the Company, which was subsequently settled,
     and certain derivative litigation closely tied  to matters at issue in  the
     criminal and SEC litigation;
 
          (d)  the expenditure of substantial amounts of money on legal fees and
     costs related to the payment of settlements and fines which, when  combined
     with   operating  losses,   caused  the  Company   to  experience  negative
     stockholder equity since early in fiscal 1994;
 
          (e) a drastic reduction in the Company's cash and cash equivalents  as
     a  result of the above matters and  the breast implant litigation which was
     favorably settled just prior to the beginning of fiscal 1994;
 
          (f) the negotiation and implementation of an $8 million line of credit
     for one of the Company's subsidiaries; and
 
          (g) the subsequent slowdown in  spending for legal matters, such  that
     legal  expenditures and other headquarters and operating expenses decreased
     significantly by  year-end, leading  to  the Company  reporting  profitable
     third and fourth quarters in fiscal 1994.
 
     Decisions  made by  the Committee with  respect to  compensation for fiscal
1994 took into account  all of the  above-mentioned developments, the  Company's
unique  and difficult  circumstances, the  progress that  was made  in resolving
those difficulties and a variety of other factors. The Committee continued to be
guided by the compensation guidelines established by the Committee in 1993.  The
Committee's  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,
and second on the  relationship between compensation  and operating results.  As
successful solutions to the legal and financial problems are being attained, the
Committee has been moving towards placing greater emphasis on operating results,
and  therefore tying  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.  Participation
levels  under the Company's 1994 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.  While  the first  distribution  under  the  Company's
Turn-Around  Incentive Plan  (which was  established to  address the  unique and
severe problems facing the  Company when that plan  was adopted in fiscal  1993)
was  made  during fiscal  1994, eligibility  and award  levels were  assigned in
fiscal 1993 based on the recommendations  of Towers Perrin in consultation  with
the  then Chief Operating Officer and the Committee. The distribution made under
the Turn-Around Incentive Plan occurred during  fiscal 1994 due to the  increase
in the trading price for the Company's Common Stock.
 
     The  Committee's  decisions  regarding  the  base  salaries  of  individual
executive officers during fiscal 1994 and the actual amounts awarded in December
1994 under  the  1994 Incentive  Payment  Plan  took into  account  the  factors
described  in this report, as  well as the Committee's  desire 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. The performance
of the Company was deemed to be the second most important element to consider in
determining base salaries.
 
     In  making the actual awards under the 1994 Incentive Payment Plan, primary
consideration was given to the performance of the Company or the subsidiary  for
which the plan participant worked.
 
                                       14
 

<PAGE>
Incentive  Payment  Plan  awards are  paid  when the  operating  businesses meet
specified sales,  income  and  cash  flow thresholds,  and  when  the  Company's
consolidated  results meet specified income and  cash flow tests. In addition, a
portion of each individual's  award can be granted  on a discretionary basis  by
the  Committee. Only Mr.  Bender had an  Incentive Payment Plan  award that took
into account both the performance of  CooperVision, Inc., which exceeded all  of
its   budgeted  performance  levels,  and  of  the  Company  on  a  consolidated
basis --  given his  dual  roles as  an officer  of  both CooperVision  and  the
Company.  Only  Mr.  Bender was  granted  by  the Committee  the  maximum amount
allowable under the discretionary portion of his bonus plan.
 
     While, as noted above, additional factors were taken into consideration  in
connection  with both the setting  of base salaries and  the awarding of bonuses
under the Incentive Payment Plan, no attempt  was made to rank those factors  as
to level of importance. Because of the Company's improved performance by the end
of fiscal 1994, the percentage of overall compensation received by the executive
officers   in  fiscal  1994  derived  under   the  Incentive  Payment  Plan  was
significantly higher than in fiscal 1993.
 
CEO COMPENSATION FOR FISCAL 1994
 
     Dr. Rubenstein became the Company's Acting  Chairman of the Board on  April
13,  1993 and held that position until July  9, 1994, when he was named Chairman
of the Board. His responsibilities consist primarily of directing the activities
of the Board and serving as a  spokesman for the Company with stockholders,  the
financial community and the press. In addition, he serves as the Chairman of the
Management  Committee,  which  provides  oversight  to  and  consults  with  the
Company's  senior  management.  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.'
 
     A.  Thomas  Bender  did not  assume  the  position of  President  and Chief
Executive Officer of the Company until fiscal 1995.
 
            THE COMPENSATION AND LONG TERM INCENTIVE PLAN COMMITTEE
                                 MARK A. FILLER
                              MICHAEL H. KALKSTEIN
                                  DONALD PRESS
 
                                       15
 

<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, 1994. The graph assumes that the value of the
investment in the Company  and in each  index was $100 on  October 31, 1989  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.,  Boston  Scientific Corp.,  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.
 
                           RETURN TO STOCKHOLDERS OF
                           THE COOPER COMPANIES, INC.

                               [PERFORMANCE GRAPH]


<TABLE>
<CAPTION>
                                                   Five Year Total Return
                                    1989        1990        1991        1992        1993        1994
                                    ----        ----        ----        ----        ----        ----
<S>                                 <C>        <C>          <C>         <C>        <C>          <C>
The Cooper Companies, Inc.        100.00      145.00      125.00       55.00       27.48       105.00
S&P Medical Products & Supplies   100.00      117.07      208.50      199.64      151.54       173.28
S&P 500                           100.00       92.49      123.47      135.73      155.93       161.97
</TABLE>


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
AGREEMENTS AND TRANSACTIONS WITH CLS
 
     The Company entered into  a Settlement Agreement with  CLS, dated June  14,
1993  (the 'Settlement Agreement'), to resolve all pending disputes with 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 (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 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 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 must  be reasonably acceptable to  the
Company)  by CLS. The  number of CLS designees  will decline to  two if CLS owns
less than 5,400,000
 
                                       16
 

<PAGE>
shares of common  stock and to  one if CLS  owns less than  2,400,000 shares  of
common  stock, subject to  CLS's right to designate  additional directors if the
term of the agreement is extended under certain circumstances. 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 a new chief  executive officer or chairman of the
board of  the Company  is  hired, 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 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 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
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  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 with  respect to Board  representation and  voting, and the
restrictions on CLS's  acquisition and  transfer of securities  of the  Company,
were  to terminate on June  14, 1995, or earlier  if CLS beneficially owned less
than 1,000,000  shares  of common  stock,  subject to  extension  under  certain
circumstances. In January 1995, in connection with an amendment to the Company's
Rights Agreement dated as of October 29, 1987, between the Company and The First
National  Bank of Boston (the 'Rights  Agreement'), as Rights Agent, the Company
and CLS amended  the 1993 Settlement  Agreement to provide  that the  provisions
relating  to CLS's representation on the Company's Board, CLS's obligations with
respect to voting its  securities of the Company  and the restrictions on  CLS's
acquisition  and transfer  of securities  of the  Company, will  now end  on the
earlier of  (i)  the  first date  on  which  CLS beneficially  owns  fewer  than
1,000,000  shares of the Company's outstanding  common stock or (ii) October 31,
1996, or  if  any person  (other  than Messrs.  Schnell  and Marx)  becomes  the
beneficial  owner of 20%  or more of  the outstanding shares  of common stock of
CLS, then on April 30, 1997.
 
     Following termination of the 1993 Settlement Agreement and through June 12,
2002, CLS will continue to have the contractual right that it had pursuant to  a
1992 settlement agreement between CLS and the Company to designate two directors
of  the Company, so  long as CLS continues  to own at  least 2,400,000 shares of
common stock, or one director, so long as it continues to own at least 1,000,000
shares of common stock.
 
BUSINESS RELATIONSHIPS
 
     Michael H. Kalkstein,  a director  of the Company  since April  1992, is  a
partner  in the law firm of Graham & James, which has been compensated for legal
services rendered to the Company in fiscal 1994. Mr. Kalkstein was a partner  in
the  law  firm  of  Berliner  Cohen through  August  1994.  That  firm  was also
compensated for legal services rendered to the Company in fiscal 1994.
 
                                       17
 

<PAGE>
                PROPOSAL 2 -- REDUCTION OF AUTHORIZED SHARES OF
                           COMMON AND PREFERRED STOCK
 
GENERAL
 
     The Restated  Certificate  of Incorporation  of  the Company,  as  amended,
presently  authorizes the  issuance of a  total of 100,000,000  shares of Common
Stock, $.10 par value, and 10,000,000 shares of Preferred Stock, $.10 par value.
On August 10, 1995, the  record date,               shares of Common Stock  were
issued  and outstanding.  As of  that date,  no shares  of Preferred  Stock were
issued and  outstanding. The  Company has  reserved 3,353,864  shares of  Common
Stock  for future issuance in connection with the LTIP and RSP, 1,858,000 shares
for issuance  upon conversion  of  outstanding Convertible  Debentures,  720,001
shares  for issuance upon the exercise  of all currently outstanding options and
738,950 shares  for issuance  upon  the exercise  of all  currently  outstanding
warrants.
 
     On  June 7, 1995, the Board of Directors adopted a resolution proposing and
declaring the advisability of an amendment to the Company's Restated Certificate
of Incorporation decreasing the authorized number of shares of stock which could
be issued  by the  Company. Assuming  approval of  the 1:3  reverse stock  split
described  in Proposal 3, the authorized shares of Common Stock would be reduced
from 100,000,000  to 20,000,000  and the  authorized shares  of Preferred  Stock
would  be reduced from 10,000,000  to 1,000,000. In the  event the reverse stock
split is not approved,  the authorized shares of  Common Stock would be  reduced
from  100,000,000 to  60,000,000 and  the authorized  shares of  Preferred Stock
would be reduced from 10,000,000 to  2,000,000. The Board of Directors  directed
that  this proposed amendment be considered by the Company's stockholders at the
Annual Meeting on September 20, 1995. Two versions of Section (a) to Article  IV
of the Restated Certificate of Incorporation, as proposed to be amended, are set
forth  in full in Appendix A to  this Proxy Statement. The first version assumes
approval of the 1:3 reverse stock split;  the second version does not. Only  the
appropriate  version will appear in the  Certificate of Amendment actually filed
with the office of the Secretary of State of Delaware. Furthermore, such text is
subject to  change  as may  be  required by  the  Delaware Secretary  of  State.
Assuming approval by the stockholders, the amendment will become effective as of
the  date and  time it is  filed with  the office of  the Secretary  of State of
Delaware.
 
PURPOSE AND EFFECT OF PROPOSED REDUCTION IN AUTHORIZED SHARES
 
     The reduction  in authorized  shares of  stock will  allow the  Company  to
reduce certain franchise tax expenses. The Company is a Delaware corporation and
is  subject to  an annual franchise  tax payment under  Delaware law. Delaware's
annual franchise  tax  payment  is calculated  by  one  of two  methods  --  the
authorized  shares method or  the assumed par value  capital method. Between the
two methods,  the lesser  tax  is payable.  After  adoption of  either  proposed
amendment  to  reduce the  number of  authorized shares,  the assumed  par value
capital method of calculation produces the lower tax for the Company.
 
     On March 1, 1995, the  Company was liable for  a Delaware franchise tax  of
$55,200.  Had the Company's proposed reduction  in authorized shares and the 1:3
reverse stock split been in effect, the Company's Delaware franchise tax payable
on March 1, 1995  would have been $30,200,  a savings of approximately  $25,000.
Had the Company's proposed reduction in authorized shares been in effect without
a  reverse stock split, such that the authorized shares would be 62,000,000, the
Company's Delaware  franchise tax  payable  on March  1,  1995 would  have  been
$31,000, a savings of approximately $24,000. Although the Company cannot predict
the  precise savings it  will effect in  future years by  reducing the number of
shares of Common and Preferred Stock authorized to be issued and outstanding, it
believes the savings will continue to be comparable.
 
     The Directors  of  the Company  believe  that, following  approval  of  the
reduction  in the number of shares of  Common and Preferred Stock of the Company
authorized to be issued and outstanding (whether or not the reverse stock  split
is approved and implemented), there should be sufficient authorized but unissued
shares  in each category  to provide the  Company with the  flexibility it might
need in the  future. Shares  are reserved for  issuance in  connection with  the
Company's LTIP and RSP, conversion of the Convertible Debentures and exercise of
outstanding options and warrants.
 
                                       18
 

<PAGE>
VOTE REQUIRED AND RECOMMENDATION
 
     The  affirmative  vote of  the  holders of  a  majority of  the  issued and
outstanding shares of Common Stock is necessary to approve the Amendment to  the
Restated  Certificate of Incorporation reducing  the number of shares authorized
to be issued. THE  BOARD OF DIRECTORS  RECOMMENDS A VOTE FOR  THE APPROVAL OF  A
REDUCTION  IN  THE  NUMBER OF  SHARES  OF STOCK  TO  BE ISSUED  AND  THE RELATED
AMENDMENT.
 
                 PROPOSAL 3 -- APPROVAL OF REVERSE STOCK SPLIT
 
GENERAL
 
     The Board of Directors  of the Company  has adopted resolutions  approving,
and authorizing the submission to stockholders for their approval, a proposal to
amend  the  Restated Certificate  of Incorporation  of the  Company to  effect a
one-for-three reverse stock split (the 'Reverse Split') of the presently  issued
and  outstanding shares of the Company's Common  Stock. The complete text of the
amendment to  the  Restated Certificate  of  Incorporation to  be  adopted  with
respect thereto is set forth in Appendix A hereto; however, such text is subject
to  change as may be required by the Delaware Secretary of State. If the Reverse
Split is approved by the requisite  vote of the Company's stockholders, it  will
be  effective  upon  filing of  the  Amendment  to the  Restated  Certificate of
Incorporation with  the  Delaware  Secretary  of  State,  and  each  certificate
representing shares of Common Stock outstanding immediately prior to the Reverse
Split  (the 'Old Shares') will be deemed automatically without any action on the
part of the stockholders to represent  one-third the number of shares of  Common
Stock  after the  Reverse Split (the  'New Shares'); provided,  however, that no
fractional New Shares will be issued as a result of the Reverse Split. After the
Reverse Split  becomes  effective,  stockholders  will  be  asked  to  surrender
certificates  representing Old Shares in accordance with procedures set forth in
a letter  of transmittal  to be  sent by  the Company.  See 'Exchange  of  Stock
Certificates  and  Treatment  of  Fractional  Shares.'  Upon  such  surrender, a
certificate representing the  New Shares  will be  issued and  forwarded to  the
stockholders. Each certificate representing Old Shares which remains outstanding
will  continue  to be  valid and  to represent  the appropriately  reduced whole
number of New Shares.
 
     The number of shares of capital  stock authorized by the Articles will  not
change  as a result  of the proposed  Reversed Split; however,  it will decrease
upon the approval by the stockholders of Proposal 2 above. Shares of the  Common
Stock issued pursuant to the Reverse Split will be fully paid and nonassessable.
The  voting and other  rights that presently characterize  the Common Stock will
not be altered by the Reverse Split.
 
     If Proposal 3 is approved by the stockholders of the Company, no individual
will then have the right under Delaware law to dissent from the Reverse Split of
the Common Stock.
 
PURPOSES OF THE PROPOSED REVERSE SPLIT
 
     The principal purpose of the proposed amendment is to reduce the number  of
shares  of Common  Stock outstanding. The  Board of Directors  believes that the
total  number  of  shares  currently  outstanding  is  disproportionately  large
relative  to the Company's present market capitalization. In addition, the Board
of Directors believes that the  present level of the  per share market price  of
the  Common  Stock  impairs its  acceptability  by the  financial  community and
investing public and that  the Reverse Split should  result in a broader  market
for  the Common Stock than that which  currently exists. The current share price
of the  Common  Stock may  limit  its  effective marketability  because  of  the
reluctance  of  many brokerage  firms and  institutional investors  to recommend
lower-priced stocks to their clients, or to hold them in their own portfolios. A
variety of brokerage house policies and practices tend to discourage  individual
brokers  within those firms from dealing with lower-priced stocks. Some of those
policies and practices  pertain to the  payment of brokers'  commissions and  to
time-consuming  procedures that  function to  make the  handling of lower-priced
stocks economically  unattractive  to brokers.  In  addition, the  structure  of
trading  commissions  also  tends to  have  an  adverse impact  upon  holders of
lower-priced stock because the  brokerage commission on  a sale of  lower-priced
stock  generally  represents a  higher percentage  of the  sales price  than the
commission on a relatively higher-priced  issue. Moreover, at the current  share
price  of the Common Stock, stockholders are  unable to obtain margin credit for
their shares.
 
                                       19
 

<PAGE>
     Although there can be no assurance that the price of the Common Stock after
the Reverse  Split will  actually increase  in an  amount proportionate  to  the
decrease  in the number of outstanding shares, the proposed Reverse Split should
result in a price level for the  Common Stock that will reduce, to some  extent,
the effect of the above-referenced policies and practices of brokerage firms and
diminish  the adverse impact of trading commissions on the market for the Common
Stock, as well as enable stockholders  to obtain margin credit for their  shares
of  Common Stock. The expected increased price level may also encourage interest
and trading in the Common Stock  and possibly promote greater liquidity for  the
Company's  stockholders, although such liquidity  could be adversely affected by
the reduced number of shares of Common Stock outstanding after the Reverse Split
takes effect.
 
     There can be  no assurance that  any or  all of these  effects will  occur,
including,  without limitation,  that the market  price per New  Share of Common
Stock after the Reverse Split will be three times the market price per Old Share
of Common Stock before the Reverse Split, or that such price will either  exceed
or  remain in excess of the current  market price. Stockholders should also note
that the Board of  Directors cannot predict what  effect the Reverse Split  will
have on the liquidity or trading volume of the Common Stock.
 
EFFECT OF THE PROPOSED REVERSE SPLIT
 
     Assuming  approval  of  the Reverse  Split  by  the requisite  vote  of the
stockholders at  the  meeting, the  Amendment  to the  Restated  Certificate  of
Incorporation  will thereafter promptly be filed  with the Delaware Secretary of
State, and the  Reverse Split  will become effective  as of  5:00 p.m.,  eastern
daylight  time, on the date of such filing (the 'Reverse Split Effective Date').
Without any further action on the part of the Company or the stockholders, after
the Reverse Split, the  certificates representing Old Shares  will be deemed  to
represent the appropriately reduced whole number of New Shares.
 
     As  of August 10, 1995, the number of issued and outstanding Old Shares was
34,   . Following the effectiveness of the Reverse Split,            New  Shares
of  Common Stock  will be outstanding,  assuming no additional  shares of Common
Stock have been issued subsequent  to the record date  but prior to the  Reverse
Split Effective Date. The number of holders of the Company's Common Stock on the
record  date was            .  The proposed  Reverse Split  will not  affect the
proportionate equity interest  in the holdings  of any holder  of Common  Stock,
except  as  may result  from the  provisions for  the elimination  of fractional
shares as described below under 'Exchange of Stock Certificates and Treatment of
Fractional Shares.'  The Reverse  Split  will result  in  the number  of  record
holders  decreasing by approximately  280 as a result  of such provisions, since
each of those holders  will own less  than one New  Share following the  Reverse
Split  Effective Date. In addition, the  number of record holders and non-record
holding beneficial owners (whose shares are registered in the name of a  nominee
or brokerage firm) who own at least 100 New Shares will be lower than the number
of  holders owning at least 100 Old Shares.  The Company may choose to engage in
an old lot buyback program subsequent  to the Reverse Split. This program  would
result in a further reduction of the number of stockholders.
 
     The  par value of the Common Stock  will remain at $.10 per share following
the Reverse Split, and the number of shares of Common Stock outstanding will  be
reduced.  As a  consequence, the aggregate  par value of  the outstanding Common
Stock will  be reduced,  while the  aggregate  capital in  excess of  par  value
attributable  to  the  outstanding  Common Stock  for  statutory  and accounting
purposes will  be  correspondingly  increased.  The  resolutions  approving  the
Reverse  Split provide that this increase in capital in excess of par value will
be treated as capital for statutory purposes.
 
     The Company's Annual Report for the fiscal year ended October 31, 1994, and
the Company's Quarterly Report  on Form 10-Q for  the second fiscal quarter  and
six months ended April 30, 1995, which were mailed to stockholders together with
this  Proxy  Statement, include  the  consolidated financial  statements  of the
Company. If the Reverse Split is adopted, following the Reverse Split  Effective
Date,  the per share information and the average number of shares outstanding as
presented in previously issued consolidated financial statements of the  Company
would be restated to reflect the Reverse Split. The net loss per share of Common
Stock  would be ($2.90) for the fiscal  year ended October 31, 1992, ($4.70) for
the fiscal year ended  October 31, 1993,  and ($.47) for  the fiscal year  ended
October  31, 1994, and the  net income (loss) per share  of Common Stock for the
three months ended
 
                                       20
 

<PAGE>
April 30, 1994 and 1995 would be ($.38) and $.05, respectively, and for the  six
months ended April 30, 1994 and 1995 would be ($.90) and $.08, respectively.
 
     Two  outstanding benefit  plans, the  LTIP and  RSP, enable  the Company to
grant to  participants in  those plans  either  shares of  Common Stock  of  the
Company  or instruments which  are derivatives of the  Common Stock. The Reverse
Split will have the effect of reducing the number of shares reserved for  future
issuances under such plans to one-third of their current amount. With respect to
all  currently outstanding options  and warrants, the  Reverse Split will reduce
the number of shares purchasable under such options or warrants to one-third  of
their current amount and correspondingly will increase the exercise price of the
outstanding options and warrants by a multiple of three. The conversion price on
the  Convertible Debentures will increase from  $5.00 to $15.00 per share. Under
the Company's Rights Agreement, the number of Rights associated with each  share
of Common Stock will increase from one to three following the Reverse Split.
 

<TABLE>
<CAPTION>
                                                                                              AFTER REVERSE
                                                                         PRIOR TO REVERSE       SPLIT AND
                                                                         SPLIT AND RELATED       RELATED
                                                                            CERTIFICATE        CERTIFICATE
                   NUMBER OF SHARES OF COMMON STOCK                          AMENDMENT          AMENDMENT
- ----------------------------------------------------------------------   -----------------    -------------
<S>                                                                      <C>                  <C>
Authorized............................................................      100,000,000         20,000,000
Outstanding on Record Date............................................
Reserved for issuance upon conversion of outstanding Convertible
  Debentures..........................................................        1,858,000            619,333
Reserved for issuance upon exercise of outstanding options............          720,001            240,000
Reserved for issuance upon exercise of outstanding warrants...........          738,950            246,316
Reserved for issuance in connection with future grants under the LTIP
  and RSP.............................................................        3,353,864          1,117,954
Available for issuance by action of the Board of Directors (after
  giving effect to the above reservations)............................
</TABLE>

 
     The  Common  Stock  is  currently registered  under  Section  12(b)  of the
Exchange Act and, as a result, the Company is subject to the periodic  reporting
and  other requirements  of the  Exchange Act.  The Common  Stock is  listed for
trading on both  the NYSE and  the PSE. The  Reverse Split will  not effect  the
registration  of the Common Stock  under the Exchange Act  or the listing of the
Common Stock on the NYSE  and the PSE. After  the Reverse Split Effective  Date,
trades  of the New Shares will continue to be reported on the NYSE and PSE under
the Company's symbol, 'COO.'
 
EXCHANGE OF STOCK CERTIFICATES AND TREATMENT OF FRACTIONAL SHARES
 
     As soon as practicable after the Reverse Split Effective Date, the  Company
will  send  a letter  of  transmittal to  each holder  of  record of  Old Shares
outstanding on the Reverse Split Effective Date. The letter of transmittal  will
contain  instructions for the surrender  of certificate(s) representing such Old
Shares to American  Stock Transfer and  Trust Company, which  will be  appointed
exchange  agent (the 'Exchange Agent') to  act for stockholders in effecting the
exchange of  their certificates.  Upon proper  completion and  execution of  the
letter  of transmittal and  return thereof to the  Exchange Agent, together with
the certificate(s) representing Old  Shares, a stockholder  will be entitled  to
receive  a certificate representing the number of  New Shares into which his Old
Shares have been  reclassified and  changed as a  result of  the Reverse  Split.
Stockholders  holding a number of Old Shares  not evenly divisible by three, and
stockholders holding only  one or two  Old Shares, upon  surrender of their  old
certificates, will receive cash in lieu of fractional shares.
 
     STOCKHOLDERS  SHOULD NOT SUBMIT ANY CERTIFICATES  UNTIL REQUESTED TO DO SO.
NO NEW CERTIFICATE WILL BE ISSUED TO A STOCKHOLDER UNTIL HE HAS SURRENDERED  HIS
OUTSTANDING  CERTIFICATE(S) TOGETHER  WITH THE  PROPERLY COMPLETED  AND EXECUTED
LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT.
 
     No script or  certificate representing  fractional shares  of Common  Stock
will  be issued and  no such fractional  share interest will  entitle the holder
thereof to vote,  or to  any rights  of a stockholder  of the  Company. In  lieu
thereof,   a  certificate  or  certificates  evidencing  the  aggregate  of  all
fractional shares otherwise issuable (rounded, if necessary, to the next highest
whole share) shall be issued to the
 
                                       21
 

<PAGE>
Exchange Agent or  its nominee,  as agent  for the  accounts of  all holders  of
Common  Stock otherwise entitled to have a fraction of a share issued to them in
connection with  the  Reverse  Split.  Sales of  fractional  interests  will  be
effected by the Exchange Agent as soon as practicable on the basis of prevailing
market  prices of the  Common Stock on the  NYSE at the time  of sale. After the
Reverse Split Effective Date, the Exchange  Agent will pay to such  stockholders
their  pro  rata  share of  the  net proceeds  derived  from the  sale  of their
fractional interests upon surrender of their stock certificates.
 
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT
 
     THE FOLLOWING  DISCUSSION,  WHICH  SUMMARIZES CERTAIN  FEDERAL  INCOME  TAX
CONSEQUENCES, IS INCLUDED FOR GENERAL INFORMATION ONLY. THIS DISCUSSION DOES NOT
PURPORT TO DEAL WITH ALL ASPECTS OF FEDERAL INCOME TAXATION THAT MAY BE RELEVANT
TO  HOLDERS  OF  COMMON  STOCK AND  IS  NOT  INTENDED TO  BE  APPLICABLE  TO ALL
CATEGORIES OF INVESTORS. STOCKHOLDERS SHOULD  CONSULT THEIR OWN TAX ADVISORS  AS
TO  THE FEDERAL, STATE,  LOCAL AND FOREIGN  TAX EFFECTS OF  THE REVERSE SPLIT IN
LIGHT OF THEIR INDIVIDUAL CIRCUMSTANCES.
 
     The Company has not  sought and will  not seek an opinion  of counsel or  a
ruling  from  the  Internal Revenue  Service  regarding the  federal  income tax
consequences of the Reverse Split.  The Company, however, believes that  because
the Reverse Split is not part of a plan to periodically increase a stockholder's
proportionate interest in the assets or earnings and profits of the Company, the
Reverse Split will have the following federal income tax consequences:
 
          1.  A stockholder  will not  recognize gain  or loss  on the exchange,
     except as set forth in 3  below. In the aggregate, the stockholder's  basis
     in  the New Shares will equal such person's basis in the Old Shares held by
     that stockholder immediately  prior to  the Reverse Split,  reduced by  the
     amount  of proceeds, if any, received from the sale of fractional interests
     and increased by any gain recognized on that sale.
 
          2. A stockholder's holding period for the New Shares will be the  same
     as the holding period of the Old Shares exchanged therefor.
 
          3.  Although the tax consequences to  stockholders who receive cash in
     lieu of  fractional shares  are not  entirely certain,  those  stockholders
     should recognize a gain or loss for federal income tax purposes as a result
     of  the disposition of Old Shares equal  to the difference between the cash
     received and the basis of the  Old Shares disposed of. Stockholders who  do
     not receive any cash for their holdings will not recognize any gain or loss
     for federal income tax purposes as a result of the Reverse Split.
 
          4.  The  Reverse Split  will  constitute a  reorganization  within the
     meaning of  Section 368(a)(1)(E)  of  the Internal  Revenue Code,  and  the
     Company  will not  recognize any gain  or loss  as a result  of the Reverse
     Split.
 
MISCELLANEOUS
 
     The Board of Directors may abandon  the proposed Reverse Split at any  time
before or after the Annual Meeting and prior to the Reverse Split Effective Date
if  for any  reason the  Board of  Directors deems  it advisable  to abandon the
proposal. In addition, the Board  of Directors may make  any and all changes  to
the  Amendment  to  the  Restated Certificate  of  Incorporation  that  it deems
necessary to file the Amendment with the Delaware Secretary of State and to give
effect to the Reverse Split.
 
VOTE REQUIRED AND RECOMMENDATION
 
     The affirmative  vote  of the  holders  of a  majority  of the  issued  and
outstanding  shares of Common Stock is necessary to approve the Amendment to the
Restated Certificate  of  Incorporation for  the  Reverse Split.  THE  BOARD  OF
DIRECTORS  RECOMMENDS  A VOTE  FOR THE  APPROVAL  OF THE  REVERSE SPLIT  AND THE
RELATED AMENDMENT.
 
                                       22
 

<PAGE>
             PROPOSAL 4 -- RATIFICATION OF APPOINTMENT OF AUDITORS
 
     The Board of  Directors has appointed  the firm of  KPMG Peat Marwick  LLP,
independent   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, 1995,  such
appointment  to continue  at the pleasure  of the  Board of Directors  and to be
subject to ratification by the stockholders. KPMG Peat Marwick LLP has acted  as
auditors  of  the  Company  since  the  Company's  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  LLP  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, FOR
the amendments to the Restated Certificate of Incorporation to reduce the number
of  shares of stock authorized to be  issued and to effectuate the one-for-three
Reverse Split and FOR ratification of  the appointment of KPMG Peat Marwick  LLP
as independent certified public accountants of the Company for fiscal 1995.
 
     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  1996  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  1996  annual meeting  of stockholders.  For a  stockholder to  nominate any
person for election as  a director at the  1996 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 1996  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  (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
 
                                       23
 

<PAGE>
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.
                                          Chairman of the Board of Directors
 
                                       24


<PAGE>
                                                                      APPENDIX A
 
     RESOLVED,  that  the Restated  Certificate of  Incorporation of  The Cooper
Companies, Inc. be amended by means of the Certificate of Amendment as set forth
below.

 
                            CERTIFICATE OF AMENDMENT
                    OF RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           THE COOPER COMPANIES, INC.
 
                    (PURSUANT TO SECTION 242 OF THE GENERAL
                   CORPORATION LAW OF THE STATE OF DELAWARE)
 
     The Cooper Companies, Inc., a corporation duly organized and existing under
the General Corporation Law of the  State of Delaware (the 'Corporation'),  does
hereby certify as follows:
 
          1. The name of the Corporation is The Cooper Companies, Inc.
 
          2.  The  Restated Certificate  of Incorporation  is hereby  amended by
     changing Article IV(a) thereof so that, as amended, such Article shall read
     in its entirety as follows:1
 
                  ASSUMING PASSAGE OF THE REVERSE STOCK SPLIT:
 
             (a) Number of Shares. The total number of shares of all classes  of
        stock which the Corporation shall have authority to issue is 21,000,000,
        consisting  of (i) 20,000,000  shares of Common  Stock ('Common Stock'),
        each share having  a par  value of $.10,  and (ii)  1,000,000 shares  of
        Preferred  Stock ('Preferred Stock'),  each share having  a par value of
        $.10.
 
               ASSUMING THE REVERSE STOCK SPLIT IS NOT APPROVED:
 
             (a) Number of Shares. The total number of shares of all classes  of
        stock which the Corporation shall have authority to issue is 62,000,000,
        consisting  of (i) 60,000,000  shares of Common  Stock ('Common Stock'),
        each share having  a par  value of $.10,  and (ii)  2,000,000 shares  of
        Preferred  Stock ('Preferred Stock'),  each share having  a par value of
        $.10.
 
          3. The  Restated Certificate  of Incorporation  is hereby  amended  by
     adding  paragraph (c) to Article IV  thereof, which paragraph shall read in
     its entirety as follows:
 
             (c) Simultaneously with the effective  date of this amendment  (the
        'Effective  Date'), each share of the  Company's Common Stock, par value
        $.10  per  share,  issued  and  outstanding  immediately  prior  to  the
        Effective  Date (the 'Old Common Stock') shall automatically and without
        any action on  the part  of the holder  thereof be  reclassified as  and
        changed  into one-third ( 1/3) of a share of the Company's Common Stock,
        par value  $.10 per  share  (the 'New  Common  Stock'), subject  to  the
        treatment  of fractional share interests as described below. Each holder
        of  a  certificate  or  certificates  which  immediately  prior  to  the
        Effective  Date represented outstanding shares  of Old Common Stock (the
        'Old Certificates,' whether one  or more) shall  be entitled to  receive
        upon  surrender of such Old Certificates to the Company's Transfer Agent
        for cancellation, a certificate or certificates (the 'New Certificates,'
        whether one or more) representing the number of whole shares of the  New
        Common Stock into which and for which the shares of the Old Common Stock
        formerly  represented  by  such  Old  Certificates  so  surrendered, are
        reclassified under the terms hereof. From and after the Effective  Date,
        Old   Certificates  shall  represent  only  the  right  to  receive  New
        Certificates (and, where applicable, cash in lieu of fractional  shares,
        as provided below) pursuant to the
 
- ------------
1 Appropriate  paragraph  will  be  contained in  the  Certificate  of Amendment
  depending upon  the  outcome of  the  voting at  the  1995 Annual  Meeting  of
  Stockholders.
 
                                      A-1
 

<PAGE>
        provisions  hereof.  No  certificates or  scrip  representing fractional
        share interests  in  New  Common  Stock will  be  issued,  and  no  such
        fractional share interest will entitle the holder thereof to vote, or to
        any rights of a stockholder of the Company. In lieu of any fraction of a
        share,  a certificate  or certificates  evidencing the  aggregate of all
        fractional shares otherwise issuable (rounded, if necessary, to the next
        highest whole  share) shall  be  issued to  the  Exchange Agent  or  its
        nominee,  as  agent for  the  accounts of  all  holders of  Common Stock
        otherwise entitled  to have  a fraction  of a  share issued  to them  in
        connection with the Reverse Split. Sales of fractional interests will be
        effected  by the Exchange Agent  as soon as practicable  on the basis of
        prevailing market prices of the Common Stock on the NYSE at the time  of
        sale.  After the Reverse  Split Effective Date,  the Exchange Agent will
        pay to  such stockholders  their  pro rata  share  of the  net  proceeds
        derived  from the sale  of their fractional  interests upon surrender of
        their stock  certificates. If  more than  one Old  Certificate shall  be
        surrendered  at one  time for the  account of the  same stockholder, the
        number of full  shares of New  Common Stock for  which New  Certificates
        shall  be issued shall be computed on  the basis of the aggregate number
        of shares represented  by the  Old Certificates so  surrendered. In  the
        event  that the Company's Transfer Agent determines that a holder of Old
        Certificates has not tendered all of his certificates for exchange,  the
        Transfer  Agent  shall  carry  forward any  fractional  share  until all
        certificates of that holder have  been presented for exchange such  that
        payment  for fractional  shares to any  one person shall  not exceed the
        value of one share.  If any New  Certificate is to be  issued in a  name
        other  than that in which the  Old Certificates surrendered for exchange
        are issued,  the  Old  Certificates so  surrendered  shall  be  properly
        endorsed  and otherwise in  proper form for transfer,  and the person or
        persons  requesting  such  exchange  shall  affix  any  requisite  stock
        transfer  stamps to the  Old Certificates surrendered,  or provide funds
        for their purchase,  or establish  to the satisfaction  of the  Transfer
        Agent  that such  taxes are  not payable.  From and  after the Effective
        Date, the amount of capital represented by the shares of the New  Common
        Stock  into which and for  which the shares of  the Old Common Stock are
        reclassified under the terms hereof shall  be the same as the amount  of
        capital  represented by the shares of  Old Common Stock so reclassified,
        until thereafter reduced or increased in accordance with applicable law.
 
          4. Such Amendments of the  Restated Certificate of Incorporation  have
     been  duly adopted in accordance with the  provisions of Section 242 of the
     General Corporation Law of the State of Delaware. The Board of Directors of
     the  Corporation  adopted  resolutions  setting  forth  these   Amendments,
     declaring  their advisability and calling for submission of such Amendments
     to the stockholders of the Corporation  for vote at the Corporation's  1995
     Annual  Meeting of Stockholders. The  stockholders approved such Amendments
     at the Annual Meeting of Stockholders held on September 20, 1995.
 
                                      A-2
 

<PAGE>
     IN WITNESS  WHEREOF, the  Corporation  has caused  this certificate  to  be
signed  by  A. Thomas  Bender, its  President and  Chief Executive  Officer, and
attested by Marisa F. Jacobs, its Secretary, this     day of September, 1995.
 
                                          THE COOPER COMPANIES, INC.
 
                                          By: __________________________________
 
                                                      A. THOMAS BENDER
                                                       President and
                                                  Chief Executive Officer
 
ATTEST:
 
By: __________________________________
 
             MARISA F. JACOBS
                Secretary
 
and be it further;
 
     RESOLVED, that at any time prior  to the filing of the foregoing  amendment
to  the  Corporation's  Restated Certificate  of  Incorporation, notwithstanding
authorization of the proposed amendment by the stockholders of the  Corporation,
the  Board  of Directors  may abandon  such  proposed amendment  without further
action by the stockholders.
 
                                      A-3


<PAGE>
                                          [Logo]
 
     ---------------------------------------------------------------------------
                                          NOTICE OF
                                          ANNUAL MEETING
                                          OF STOCKHOLDERS
                                          AND
                                          PROXY STATEMENT
 
     ---------------------------------------------------------------------------
 
                                          MEETING DATE
                                          SEPTEMBER 20, 1995


<PAGE>



                               APPENDIX 1
                               PROXY CARD

THE COOPER COMPANIES, INC.

Proxy for Annual Meeting of Stockholders, September 20, 1995

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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 New York  Marriott  East  Side,  525
Lexington  Avenue,  New York,  NY, on September  20, 1995 at 10:00 a.m.  eastern
daylight savings time, and at any 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
THROUGH 4 AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 5.

(Please  MARK the proxy card,  fill in the DATE and SIGN on the reverse side and
return promptly in the enclosed envelope.)



SEE REVERSE
SIDE



CONTINUED AND TO BE SIGNED ON REVERSE SIDE


<PAGE>

                                                         MARK HERE FOR
                                                         ADDRESS CHANGE   [ ]
                                                         AND NOTE BELOW


     Please mark 
[X]  votes as in
     this sample.


THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE  "FOR" ITEMS ONE THROUGH FOUR.

1. ELECTION OF SEVEN DIRECTORS (check one box only):

   Nominees: A. Thomas Bender, Mark A. Filler, Michael H. Kalkstein, Moses Marx,
   Donald Press, Steven Rosenberg and Allan E. Rubenstein, M.D.

                      FOR                   WITHHELD
                 [ ]  ALL              [ ]  FROM ALL
                      NOMINEES              NOMINEES



[ ]______________________________________ 
   For all nominees except as noted above

2. Approval  of the  Amendment  to the  Restated  Certificate  of  Incorporation
   Reducing the Authorized Shares of Capital Stock.

                          FOR     AGAINST     ABSTAIN
                          [ ]       [ ]         [ ]


3. Approval  of the  Amendment  to the  Restated  Certificate  of  Incorporation
   Effectuating a Reverse Stock Split.

                          FOR     AGAINST     ABSTAIN
                          [ ]       [ ]         [ ]


4. Ratification of appointment of KPMG Peat Marwick LLP as independent certified
   public  accountants of The Cooper Companies,  Inc. for the fiscal year ending
   October 31, 1995.

                          FOR     AGAINST     ABSTAIN
                          [ ]       [ ]         [ ]


<PAGE>

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

                                        Signature:______________ Date:__________


                                        Signature:______________ Date:__________

[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.]