<PAGE>

<PAGE>
________________________________________________________________________________
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                   FORM 10-K
 
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1995            COMMISSION FILE NO. 1-8597
 
                            ------------------------
 
                           THE COOPER COMPANIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                            ------------------------
 

<TABLE>
              <S>                                                           <C>
                        DELAWARE                                                 94-2657368
              (STATE OR OTHER JURISDICTION                                    (I.R.S. EMPLOYER
                   OF INCORPORATION)                                        IDENTIFICATION NO.)
 
          6140 STONERIDGE MALL ROAD, SUITE 590                                     94588
                 PLEASANTON, CALIFORNIA                                          (ZIP CODE)
        (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                                                   510-460-3600
                               (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
</TABLE>

 
                            ------------------------
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 

<TABLE>
<CAPTION>
                                                               NAME OF EACH EXCHANGE
              TITLE OF EACH CLASS                               ON WHICH REGISTERED
- ------------------------------------------------  ------------------------------------------------
<S>                                               <C>
Common Stock, $.10 Par Value, and
  associated Rights                               New York Stock Exchange
10 5/8% Convertible Subordinated Reset            Pacific Stock Exchange
  Debentures due 2005                             New York Stock Exchange
10% Senior Subordinated Secured Notes             Pacific Stock Exchange
  due 2003                                        Pacific Stock Exchange
</TABLE>

 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                      None
 
     Indicate  by check  mark whether the  registrant (1) has  filed all reports
required to be filed by  Section 13 or 15(d) of  the Securities Exchange Act  of
1934  during the preceding  12 months, and  (2) has been  subject to such filing
requirements for the past 90 days.  Yes [x]  No [ ]
 
     Indicate by check mark if disclosure of delinquent filers pursuant to  Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of registrant's knowledge,  in definitive proxy  or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
 
     Aggregate market value of  the voting stock held  by non-affiliates of  the
registrant as of December 31, 1995: Common Stock, $.10 Par Value -- $66,383,460.
 
     Number  of  shares  outstanding of  the  registrant's common  stock,  as of
December 31, 1995: 11,582,186.
 
                      DOCUMENTS INCORPORATED BY REFERENCE:
 
     The  Proxy  Statement   for  the  registrant's   1996  Annual  Meeting   of
Stockholders is incorporated by reference into Part III of this Form 10-K.
 
________________________________________________________________________________


<PAGE>

<PAGE>

                                     PART I
 

ITEM 1. BUSINESS.
 
INTRODUCTION
 
     The   Cooper  Companies,  Inc.  ('TCC'   or  the  'Company'),  through  its
subsidiaries, develops, manufactures and markets healthcare products,  including
a   range  of  contact  lenses  and  diagnostic  and  surgical  instruments  and
accessories,  and  provides  healthcare  services  through  the  ownership   and
operation of certain psychiatric facilities. TCC is a Delaware corporation which
was organized on March 4, 1980.
 
COOPERVISION
 
     CooperVision,  Inc.  ('CooperVision' or  'CVI') develops,  manufactures and
markets a range of contact lenses in the United States and Canada. Approximately
75% of  the lenses  sold are  conventional  daily or  flexible wear  lenses  and
approximately 25% constitute planned replacement lenses.
 
     CooperVision's  major  brand name  lenses are  Hydrasoft'r', Preference'r',
Vantage'r', Permaflex'r',  Permalens'r' and  Cooper Clear'tm'.  These and  other
products  enable CooperVision to fit the needs  of a diverse group of wearers by
offering lenses formulated from a variety of polymers containing varying amounts
of water  and different  degrees of  oxygen permeability,  and having  different
design  parameters, diameters, base curves and  lens edges. Certain lenses offer
special features  such  as protection  against  ultraviolet light,  color  tint,
astigmatic correction or aphakic correction.
 
     Preference'r',   which  was  introduced  in   fiscal  1992,  is  a  planned
replacement product manufactured from the Tetrafilcon A polymer. Three  clinical
studies,   conducted  at  31  investigative   sites  using  603  patients,  have
demonstrated  Preference's  superior  performance  in  connection  with  deposit
resistance, visual acuity and handling.
 
     In  April 1993, CooperVision acquired  CoastVision, Inc. ('CoastVision'), a
contact lens company which designs,  manufactures and markets high quality  soft
toric  lenses  (the  majority of  which  are  custom made)  designed  to correct
astigmatism.  The  acquisition  has  enabled  CooperVision  to  expand  into  an
additional niche in the contact lens market and to enlarge its customer base.
 
     In  October  1994, CooperVision  introduced  Preference Toric'tm',  a toric
planned replacement product. Preference Toric'tm'  combines the benefits of  the
Tetrafilcon  A polymer  with the  low cost  'fips' manufacturing  techniques and
design characteristics of the Hydrasoft'r' toric lens. This new product  enables
CooperVision  to compete  in the  fast-growing toric  planned replacement market
segment.
 
     CooperVision Pharmaceuticals, now reorganized as part of CooperVision,  has
completed  all of the clinical trials conducted  during the past four years with
respect to CalOptic'tm', its proprietary calcium channel blocker compound  being
developed   for  the  topical  treatment  of  glaucoma.  Those  clinical  trials
demonstrated safety and efficacy, but  also indicated that considerable  further
research  would be necessary  to establish the compound's  full potential and to
obtain regulatory approvals to market the product. Exploratory discussions  with
prospective  partners are continuing in an attempt  to share the risks and costs
of the necessary  further research, as  well as the  potential profits that  may
ultimately be obtained if the product is approved for sale.
 
     CooperVision is continuing to explore opportunities to expand and diversify
its business into additional niche markets.
 
COOPERSURGICAL
 
     CooperSurgical, Inc. ('CooperSurgical') was established in November 1990 to
compete  in  niche  segments  of  the  rapidly  expanding  worldwide  market for
diagnostic and surgical instruments, accessories and disposable devices.  During
the   past  few  years,  increasing  emphasis  has  been  given  to  developing,
manufacturing and distributing diagnostic  and surgical instruments,  disposable
devices  and  equipment  used  selectively  in  both  traditional  and minimally
invasive surgical procedures, especially
 
                                       1


<PAGE>

<PAGE>
those performed by gynecologists. By the  end of fiscal 1995, approximately  75%
of CooperSurgical's net revenue related to women's healthcare products.
 
     CooperSurgical's loop electrosurgical excision procedure products, marketed
under  the LEEP'tm' brand name,  are primarily used for  the removal of cervical
and vaginal  pre-cancerous  tissue and  benign  external lesions.  Unlike  laser
ablation,  which tends to  destroy tissue, the  electrosurgery procedure removes
affected tissue  with minimal  charring, thereby  improving the  opportunity  to
obtain an accurate histological analysis of the patient's condition by producing
a   viable  tissue  specimen   for  biopsy  purposes.   In  addition,  the  loop
electrosurgical excision procedure  is less  painful to the  patient than  laser
ablation  and is easily learned by practitioners. Because this procedure enables
a gynecologist  to  both diagnose  and  treat a  patient  in one  office  visit,
patients incur lower costs.
 
     CooperSurgical's   LEEP   System  6000'r'   branded  products   include  an
electrosurgical generator, sterile single  application LEEP Electrodes'tm',  the
CooperSurgical  Smoke  Evacuation  System 6080'tm',  a  single  application LEEP
RediKit'r', a  series of  educational video  tapes and  a line  of  autoclavable
coated LEEP'tm' surgical instruments. LEEP System 1000'tm' branded products have
been introduced for use abroad.
 
     CooperSurgical's  Euro-Med mail order business offers over 400 products for
use in gynecologic and general surgical  procedures. Over 60% of these  products
are exclusive to Euro-Med, including its 'signature' instrument series, cervical
biopsy  punches,  clear  plastic  instruments  used  for  unobstructed  viewing,
titanium instruments  used in  laser surgeries,  colposcopy procedure  kits  and
instrument care and sterilization systems.
 
     CooperSurgical's  Frigitronics'r'  instruments  for  cryosurgery  are  used
primarily in  dermatologic  procedures  to treat  skin  cancers,  in  ophthalmic
procedures  to treat  retinal detachments and  remove cataracts,  and in certain
gynecologic,  cardiovascular  and  general  surgical  procedures.  The   primary
products  bearing the Frigitronics brand name are the Model 310 Zoom Colposcope,
the CCS-200 Cardiac Cryosurgical System, the Model 2000 Ophthalmic  Cryosurgical
System and the Cryo-Plus System for gynecologic office procedures.
 
     In  May 1995, CooperSurgical terminated  its agreement with InnerDyne, Inc.
to develop their  endometrial ablation technology  to control excessive  uterine
bleeding.
 
     In  June 1995, CooperSurgical acquired a  proprietary line of products that
facilitate  the   performance   of  gynecological   procedures   where   uterine
manipulation is required. Compared to competing products, the new CooperSurgical
products  offer the gynecologist substantially  improved pelvic exposure, access
and traction during  laparoscopic surgery, and  facilitate dye injection  during
fertility  studies.  Since  acquiring  this  product  line,  CooperSurgical  has
completed development  of  a  proprietary  line  extension  designed  to  enable
gynecologists  to  perform  minimally  invasive  hysterectomies,  which  will be
launched after market clearance by the FDA.
 
     Outside the U.S., CooperSurgical  received regulatory approval during  1995
for its operating room laparoscopy products in Japan.
 
HOSPITAL GROUP OF AMERICA
 
     In  May 1992, TCC  acquired Hospital Group of  America, Inc. ('HGA'), which
owns and operates three psychiatric  facilities: Hartgrove Hospital in  Chicago,
Illinois  (which currently has 119 licensed beds), Hampton Hospital in Rancocas,
New Jersey (which currently  has 100 licensed beds)  and MeadowWood Hospital  in
New Castle, Delaware (which currently has 50 licensed beds). Also in May 1992, a
subsidiary  of the  Company entered into  a management  services agreement under
which it assumed the management of three additional psychiatric facilities.  The
management  services  agreement,  which  provided for  monthly  payments  to the
Company of $166,667, expired  by its terms  in May 1995. Also  in May 1995,  HGA
settled  a purchase  price adjustment and  other disputes that  had been pending
since 1992 with the former owner of its hospitals.
 
     HGA's psychiatric facilities provide intensive and structured treatment for
children, adolescents and adults  suffering from a  variety of mental  illnesses
and/or  chemical  dependencies,  including treatment  for  women,  older adults,
survivors of psychological  trauma and alcohol  and substance abusers.  Services
 
                                       2
 

<PAGE>

<PAGE>
include comprehensive psychiatric and chemical dependency evaluations, inpatient
and outpatient treatment and partial hospitalization.
 
     In  response to market demands for an expanded continuum of care, HGA is in
the process of  expanding its outpatient  and partial hospitalization  programs.
Several  of those  facilities offer  day-treatment to  children and adolescents,
others offer  treatment to  chronically  mentally ill  adults and  others  offer
outpatient  counseling.  During  1995,  the number  of  day-treatment  sites was
increased to eight  at Hartgrove Hospital  and to four  at MeadowWood  Hospital.
Additional programs are expected to commence operations in 1996.
 
     The  following  is a  comparison of  certain  statistical data  relating to
inpatient treatment for  fiscal years 1993,  1994 and 1995  for the  psychiatric
facilities owned by HGA:
 

<TABLE>
<CAPTION>
                                                                           FISCAL YEAR ENDED OCTOBER
                                                                                      31,
                                                                          ----------------------------
                                                                           1995       1994       1993
                                                                          ------     ------     ------
 
<S>                                                                       <C>        <C>        <C>
Total patient days....................................................    62,556     71,882     72,054
Admissions............................................................     4,782      4,787      4,310
Average length of stay (in days)......................................      12.9       15.0       16.8
Average occupancy.....................................................      63.7%      73.2%      76.2%
</TABLE>

 
     During  the  three-year period  for  which information  is  provided, total
patient days, average length of stay, and average occupancy have declined.  This
trend  is due, in part, to pressure from managed care groups to limit the length
of hospital stays.
 
     Each  psychiatric  facility  is  accredited  by  the  Joint  Commission  of
Accreditation of Healthcare Organizations (JCAHO), a national organization which
periodically  undertakes a comprehensive review of a facility's staff, programs,
physical plant and policies and procedures for purposes of accreditation of such
healthcare facility. Accreditation generally is required for patients to receive
insurance company  reimbursement  and  for  participation  by  the  facility  in
government sponsored provider programs.
 
     Until  December  31, 1995,  a  medical group  not  affiliated with  HGA was
responsible for providing both clinical and clinical administrative services  at
Hampton  Hospital. In December  1995, the Company announced  the settlement of a
dispute with the management of that medical group. (See Note 14.(1))
 
     Patient and Third Party Payments. HGA receives payment for its  psychiatric
services  either  from  patients,  from their  health  insurers  or  through the
Medicare, Medicaid and Civilian Health and Medical Program of Uniformed Services
('CHAMPUS') governmental programs. Medicare is a federal program which  entitles
persons  65 and over to a lifetime benefit of  up to 190 days as an inpatient in
an acute psychiatric facility. Persons  defined as disabled, regardless of  age,
also  receive  this  benefit. Medicaid  is  a  joint federal  and  state program
available to  persons with  limited financial  resources. CHAMPUS  is a  federal
program  which  provides  health  insurance  for  active  and  retired  military
personnel and their dependents.
 
     While other programs may  exist or be  adopted in different  jurisdictions,
the  following  four  categories  reflect the  primary  methods  by  which HGA's
facilities receive payment for services:
 
          (a) Standard  reimbursement, consisting  of  payment by  patients  and
     their  health insurers, is based  on a facility's schedule  of rates and is
     not subject to negotiation with insurance companies, competitive bidding or
     governmental limitation.
 
          (b) Negotiated rate reimbursement is at prices established in  advance
     by negotiation or competitive bidding for contracts with insurers and other
     payors  such as  managed care  companies, health  maintenance organizations
     ('HMO'), preferred provider organizations ('PPO') and similar organizations
     which can provide a reasonable number of referrals.
 
          (c) Cost-based reimbursement  is predicated on  the allowable cost  of
     services,  plus, in  certain cases, an  incentive payment  where costs fall
     below   a   target    rate.   It    is   used    by   Medicare,    Medicaid
 
- ------------
(1) All  references  to  Note  numbers  shall  constitute  the  incorporation by
    reference of  the  text of  the  specific Note  contained  in the  Notes  to
    Consolidated  Financial  Statements  of  the  Company  and  its subsidiaries
    located in Item 8, into the Item number in which it appears.
 
                                       3
 

<PAGE>

<PAGE>
     and certain  Blue  Cross insurance  programs  to provide  reimbursement  in
     amounts  generally lower than the standard  or negotiated schedule of rates
     in effect at an HGA facility.
 
          (d) CHAMPUS reimbursement is at either (1) regionally set rates, (2) a
     national rate adjusted  upward periodically  on the basis  of the  Medicare
     Market  Basket  Index or  (3)  a fixed  discount  rate per  day  at certain
     facilities where CHAMPUS contracts with a benefit administration group.
 
     The Medicare, Medicaid and  CHAMPUS programs are  subject to statutory  and
regulatory  changes  and interpretations,  utilization reviews  and governmental
funding restrictions, all of which  may materially increase or decrease  program
payments  and the cost of providing services,  as well as the timing of payments
to the facilities.
 
     Limits on Reimbursement. Changes in government reimbursement programs  have
resulted  in limitations on increases in, and in some cases in reduced levels of
reimbursement for healthcare services,  and additional changes are  anticipated.
Such  changes  are  likely to  result  in further  limitations  on reimbursement
levels. In addition, private payors, including managed care payors, increasingly
are demanding discounted fee structures. Inpatient hospital utilization, average
lengths of  stay and  occupancy  rates continue  to  be negatively  affected  by
payor-required  pre-admission authorization and utilization  review and by payor
pressure to maximize outpatient and alternative healthcare delivery services for
less acutely ill patients.  In addition, efforts  to impose reduced  allowances,
greater  discounts  and more  stringent cost  controls  by government  and other
payors are expected to continue. Although  the Company is unable to predict  the
effect  these changes  will have  on its operations,  as the  number of patients
covered by managed  care payors increases,  significant limits on  the scope  of
services  reimbursed and  on reimbursement rates  and fees could  have a further
adverse effect on HGA's business and earnings.
 
RESEARCH AND DEVELOPMENT
 
     During the fiscal years ended October 31, 1995, 1994 and 1993, expenditures
for Company-sponsored research and  development were $2,914,000, $4,407,000  and
$3,209,000,  respectively.  During  fiscal  1995,  approximately  43%  of  those
expenditures  was  incurred  by   CooperVision  Pharmaceuticals,  primarily   in
connection with completing the CalOptic'tm' clinical trials, 29% was incurred by
CooperVision    and   the   balance   was   incurred   by   CooperSurgical.   No
customer-sponsored research and development has been conducted.
 
     The  Company  employs  16  people  in  its  research  and  development  and
manufacturing engineering departments. Product development and clinical research
for  CooperVision products are supported by  outside specialists in lens design,
formulation science, polymer chemistry,  microbiology and biochemistry.  Product
research and development for CooperSurgical is conducted in-house and by outside
surgical  specialists, including members of both the CooperSurgical and Euro-Med
surgical advisory boards.
 
GOVERNMENT REGULATION
 
     Healthcare Products. The development, testing, production and marketing  of
the  Company's healthcare products are subject to the authority of the U.S. Food
and Drug Administration ('FDA')  and other federal agencies  as well as  foreign
ministries of health. The Federal Food, Drug and Cosmetic Act and other statutes
and   regulations   govern  the   testing,  manufacturing,   labeling,  storage,
advertising and  promotion  of  such  products.  Noncompliance  with  applicable
regulations  can  result  in fines,  product  recall or  seizure,  suspension of
production and criminal prosecution.
 
     The Company is  currently developing and  marketing medical devices,  which
are   subject  to  different  levels  of   FDA  regulation  depending  upon  the
classification of the device. Class III  devices, such as flexible and  extended
wear   contact  lenses,   require  extensive  premarket   testing  and  approval
procedures, while Class  I and  II devices  are subject  to substantially  lower
levels of regulation.
 
     A  multi-step procedure must be completed before  a new contact lens can be
sold commercially. Data must be compiled on the chemistry and toxicology of  the
lens,  its microbiological profile  and the proposed  manufacturing process. All
data generated must be submitted to the FDA in support of an application for  an
Investigational Device Exemption. Once granted, clinical trials may be initiated
 
                                       4
 

<PAGE>

<PAGE>
subject to the review and approval of an Institutional Review Board and, where a
lens  is determined to be a significant risk device, the FDA. Upon completion of
clinical trials, a Premarket Approval Application must be submitted and approved
by the FDA before commercialization may begin.
 
     The Company, in  connection with  some of  its new  surgical products,  can
submit premarket notification to the FDA under an expedited procedure known as a
510(k)  application, which is available for any product that can be demonstrated
to be substantially equivalent to  a device marketed prior  to May 28, 1976.  If
the  new product is not substantially equivalent  to a pre-existing device or if
the FDA were to reject a claim of substantial equivalence, extensive preclinical
and clinical testing would be required, additional costs would be incurred and a
substantial delay would occur before the product could be brought to market.
 
     FDA and  state  regulations  also require  adherence  to  applicable  'good
manufacturing  practices' ('GMP'), which mandate  detailed quality assurance and
record-keeping procedures. In conjunction therewith,  the Company is subject  to
unscheduled  periodic  regulatory inspections.  The  Company believes  it  is in
substantial compliance with GMP regulations.
 
     The Company also  is subject  to foreign  regulatory authorities  governing
human  clinical trials and pharmaceutical/medical  device sales that vary widely
from country to country. Whether or not FDA approval has been obtained, approval
of a product by comparable regulatory  authorities of foreign countries must  be
obtained  before  products  may be  marketed  in those  countries.  The approval
process varies from country to country, and  the time required may be longer  or
shorter than that required for FDA approval.
 
     The  procedures  described above  involve  the expenditure  of considerable
resources and usually result in a  substantial time lag between the  development
of  a new  product and its  introduction into  the marketplace. There  can be no
assurance that all necessary  approvals will be obtained,  or that they will  be
obtained in a time frame that allows the product to be introduced for commercial
sale  in a  timely manner.  Furthermore, product  approvals may  be withdrawn if
compliance with  regulatory standards  is not  maintained or  if problems  occur
after marketing has begun.
 
     Healthcare  Services.  The  healthcare  services  industry  is  subject  to
substantial federal, state and  local regulation. Government regulation  affects
the  Company's business by controlling the use of its properties and controlling
reimbursement  for  services  provided.   Licensing,  certification  and   other
applicable  governmental regulations vary from  jurisdiction to jurisdiction and
are revised periodically.
 
     The Company's facilities  must comply  with the  licensing requirements  of
federal,  state and local health agencies and with the requirements of municipal
building codes, health codes  and local fire department  codes. In granting  and
renewing  a facility's  license, a  state health  agency considers,  among other
things,  the   condition  of   the  physical   buildings  and   equipment,   the
qualifications  of  the  administrative personnel  and  professional  staff, the
quality of professional and other services and the continuing compliance of such
facility with applicable laws and regulations.
 
     The states in which the Company operates hospital facilities have in effect
certificate of  need  statutes.  State certificate  of  need  statutes  provide,
generally,  that prior  to the  construction of  new healthcare  facilities, the
addition of new beds or the introduction  of a new service, a state agency  must
determine  that  a  need  exists  for  those  facilities,  beds  or  services. A
certificate of  need  is generally  issued  for  a specific  maximum  amount  of
expenditures  or number  of beds or  types of  services to be  provided, and the
holder is generally required to implement the approved project within a specific
time period.  Certificate of  need issuances  for new  facilities are  extremely
competitive, often with several applicants for a single certificate of need.
 
     All of HGA's facilities are certified or approved as providers under one or
more  of  the  Medicaid  or  Medicare programs.  In  order  to  receive Medicare
reimbursement, each facility must meet the applicable conditions promulgated  by
the  United States Department of Health and  Human Services relating to the type
of facility, its equipment, its personnel and its standards of patient care.
 
     The Social Security Act contains a number of provisions designed to  ensure
that services rendered to Medicare and Medicaid patients are medically necessary
and  meet  professionally  recognized  standards.  Those  provisions  include  a
requirement that  admissions of  Medicare and  Medicaid patients  to  healthcare
facilities  must  be  reviewed  in  a timely  manner  to  determine  the medical
necessity of the
 
                                       5
 

<PAGE>

<PAGE>
admissions. In addition, the Peer Review Improvement Act of 1982 provides that a
healthcare facility may be required by  the federal government to reimburse  the
government  for the cost  of Medicare-paid services determined  by a peer review
organization to have been medically unnecessary.
 
     Various state and federal laws regulate the relationships between providers
of healthcare services  and physicians. Among  these laws are  the Medicare  and
Medicaid  Anti-Fraud  and Abuse  Amendments to  the  Social Security  Act, which
prohibit individuals  or  entities participating  in  the Medicare  or  Medicaid
programs  from knowingly and willfully offering, paying, soliciting or receiving
'remuneration' (which includes anything of  value) in order to induce  referrals
for  items or services reimbursed under  those programs. Sanctions for violating
the Amendments include criminal penalties  and civil sanctions, including  fines
and  possible exclusion  from the Medicare  and Medicaid  programs. In addition,
Section 1877 of the Social Security Act was amended, effective January 1,  1995,
to  significantly broaden  the prohibitions against  physicians making referrals
under Medicare and Medicaid programs to providers with which the physicians have
financial arrangements. Many  states have adopted,  or are considering,  similar
legislative proposals, some of which (including statutes in effect in New Jersey
and Illinois) extend beyond the Medicare and Medicaid programs to all healthcare
services.
 
     In  addition,  specific laws  exist that  regulate  certain aspects  of the
Company's business, such as the commitment of patients to psychiatric  hospitals
and  disclosure  of information  regarding patients  being treated  for chemical
dependency. Many states  have adopted a  'patient's bill of  rights' which  sets
forth  standards for dealing  with issues such  as use of  the least restrictive
treatment, patient confidentiality, patient access to telephones, mail and legal
counsel and requiring the patient to be treated with dignity.
 
     Healthcare Reform. In  recent years,  an increasing  number of  legislative
initiatives   have  been  introduced  or  proposed  in  Congress  and  in  state
legislatures that would effect  major changes in  the healthcare system,  either
nationally  or at the  state level. Among the  proposals under consideration are
price  controls  on  hospitals,  insurance   market  reforms  to  increase   the
availability  of group health  insurance to small  businesses, requirements that
all businesses  offer  health insurance  coverage  to their  employees  and  the
creation  of a government  health insurance plan  or plans that  would cover all
citizens. There continue to be efforts at the federal level to introduce various
insurance market reforms, expanded fraud and abuse and anti-referral legislation
and further reductions in Medicare and Medicaid reimbursement. A broad range  of
both  similar and more comprehensive healthcare  reform initiatives is likely to
be considered at the  state level. It  is uncertain which, if  any, of these  or
other  proposals will  be adopted.  The Company  cannot predict  the effect such
reforms or the  prospect of  their enactment  may have  on the  business of  the
Company and its subsidiaries.
 
RAW MATERIALS
 
     In  general,  raw materials  required  by CooperVision  consist  of various
polymers as well  as packaging materials.  Alternative sources of  all of  these
materials  are available. Raw materials used  by CooperSurgical or its suppliers
are generally available  from a  variety of sources.  Products manufactured  for
CooperSurgical  are  generally available  from  more than  one  source. However,
because   some   products   require   specialized   manufacturing    procedures,
CooperSurgical   could   experience  inventory   shortages  if   an  alternative
manufacturer had to be secured on short notice.
 
MANUFACTURING
 
     CooperVision  manufactures  products  in  the  United  States  and  Canada.
CooperSurgical manufactures products in the United States and Europe.
 
     Pursuant  to a supply  agreement entered into in  May 1989 and subsequently
amended between  the Company  and Pilkington  plc, the  buyer of  the  Company's
contact  lens business  outside of  the United  States and  Canada, CooperVision
purchases certain  of  its lenses  from  Pilkington  plc (see  Note  14).  These
purchased  lenses represented approximately 10%, 13% and 28% of the total number
of lenses sold by the Company in fiscal 1995, 1994 and 1993, respectively.
 
                                       6
 

<PAGE>

<PAGE>
MARKETING AND DISTRIBUTION
 
     Healthcare Products. In the United States and Canada, CooperVision  markets
its   products   through  its   field   sales  representatives,   who   call  on
ophthalmologists, optometrists,  opticians and  optical  chains. In  the  United
States, field sales representatives also call on distributors.
 
     CooperSurgical's  LEEP'tm', Frigitronics'r'  and hysteroscopy  products are
marketed worldwide  by  a  network  of  independent  sales  representatives  and
distributors.  Euro-Med'r' instruments,  as well as  certain LEEP'tm' disposable
products, are  marketed  in  the  United  States  through  direct  mail  catalog
programs.
 
     Healthcare   Services.  HGA's  marketing  concept  aims  to  position  each
psychiatric facility  as  the provider  of  the highest  quality  mental  health
services  in its marketplace. HGA employs  a combination of general advertising,
toll-free  'help  lines,'  community   education  programs  and   facility-based
continuing  education programs  to underscore the  facility's value  as a mental
health resource center. HGA's marketing emphasizes discrete programs for  select
illnesses  or  disorders  because  of its  belief  that  marketing  with program
differentiation will  be valuable  to a  referral source  seeking treatment  for
specific  disorders. Referral  sources include  psychiatrists, other physicians,
psychologists, social  workers,  school  guidance  counselors,  police,  courts,
clergy, care-provider organizations and former patients.
 
PATENTS, TRADEMARKS AND LICENSING AGREEMENTS
 
     TCC  owns or licenses a  variety of domestic and  foreign patents which, in
the aggregate, are material to its  businesses. Unexpired terms of TCC's  United
States patents range from less than one year to a maximum of 20 years.
 
     As  indicated in the references to such  products in this Item 1, the names
of certain of  TCC's products are  protected by trademark  registrations in  the
United  States Patent  and Trademark Office  and, in some  instances, in foreign
trademark offices as  well. Applications  are pending  for additional  trademark
registrations.  TCC considers these  trademarks to be  valuable because of their
contribution to the market identification of its various products.
 
DEPENDENCE UPON CUSTOMERS
 
     No material portion of TCC's businesses is dependent upon any one  customer
or  upon any one  affiliated group of customers.  However, approximately 21% and
29%, respectively, of  HGA's fiscal 1995  net patient revenue  was generated  by
Medicaid and Medicare.
 
GOVERNMENT CONTRACTS
 
     No  material portion  of TCC's  businesses is  subject to  renegotiation of
profits or  termination of  contracts or  subcontracts at  the election  of  the
United States government.
 
COMPETITION
 
     Each  of TCC's businesses operates within a highly competitive environment.
Competition  in  the  healthcare  industry   revolves  around  the  search   for
technological  and  therapeutic  innovations in  the  prevention,  diagnosis and
treatment of illness or disease. TCC competes primarily on the basis of  product
quality,   program   differentiation,   technological   benefit,   service   and
reliability, as perceived by medical professionals.
 
     Healthcare Products. Numerous companies are engaged in the development  and
manufacture  of contact lenses. CooperVision competes  primarily on the basis of
product quality, service and reputation  among medical professionals and by  its
participation  in specialty niche markets. It has been, and continues to be, the
sponsor of clinical lens studies intended to generate information leading to the
improvement of  CooperVision's  lenses  from  a medical  point  of  view.  Major
competitors have greater financial resources and larger research and development
and sales forces than CooperVision. Furthermore, many of these competitors offer
a    greater   range   of   contact   lenses,    plus   a   variety   of   other
 
                                       7
 

<PAGE>

<PAGE>
eyecare products, including lens  care products and ophthalmic  pharmaceuticals,
which  may give them a  competitive advantage in marketing  their lenses to high
volume contract accounts.
 
     In  the  surgical  segment,  competitive  factors  are  technological   and
scientific  advances,  product  quality, price  and  effective  communication of
product information to physicians and hospitals. CooperSurgical believes that it
benefits, in part, from the technological advantages of certain of its  products
and  from the  ongoing development  of new  medical procedures,  which creates a
market for equipment and instruments specifically  tailored for use in such  new
procedures.  CooperSurgical competes by  focusing on distinct  niche markets and
supplying medical personnel working in those markets with equipment, instruments
and disposable  products that  are high  in quality  and that,  with respect  to
certain  procedures, enable a medical practitioner to obtain from one source all
of the equipment, instruments and  disposable products required to perform  such
procedure.  As CooperSurgical develops products to be used in the performance of
new medical  procedures, it  offers  training to  medical professionals  in  the
performance  of  such  procedures.  CooperSurgical  competes  with  a  number of
manufacturers in each of its niche markets, including larger manufacturers  that
have  greater financial and personnel resources  and sell a substantially larger
number of product lines.
 
     Healthcare Services. In most areas in  which HGA operates, there are  other
psychiatric  facilities  that provide  services comparable  to those  offered by
HGA's  facilities.  Some   of  those  facilities   are  owned  by   governmental
organizations,  not-for-profit organizations or  investor-owned companies having
substantially greater resources than HGA and, in some cases, tax-exempt  status.
Psychiatric  facilities  frequently  draw  patients  from  areas  outside  their
immediate locale,  therefore, HGA's  psychiatric  facilities compete  with  both
local  and distant facilities. In  addition, psychiatric facilities compete with
psychiatric units in  acute care hospitals.  HGA's strategy is  to develop  high
quality  programs designed to  target specific disorders and  to retain a highly
qualified professional staff.
 
BACKLOG
 
     TCC does not consider backlog to be a material factor in its businesses.
 
SEASONALITY
 
     HGA's psychiatric facilities experience a decline in occupancy rates during
the summer months when school is not in session and during the year-end  holiday
season. No other material portion of TCC's businesses is seasonal.
 
COMPLIANCE WITH ENVIRONMENTAL LAWS
 
     Federal,  state and local provisions  regulating the discharge of materials
into  the  environment,  or  otherwise   relating  to  the  protection  of   the
environment,  do  not  currently  have  a  material  effect  upon  TCC's capital
expenditures, earnings or competitive position.
 
WORKING CAPITAL
 
     TCC's  businesses   have  not   required  any   material  working   capital
arrangements  in the past five  years. In light of  the substantial reduction in
TCC's current  asset base  and the  potential cash  outflow which  may occur  in
connection with the acquisition of new products, the Company has obtained a line
of  credit  from  a  commercial  lender  and  is  pursuing  a  variety  of other
alternatives to obtain funds. See  Item 7 'Management's Discussion and  Analysis
of  Financial Condition'  and 'Results  of Operations  -- Capital  Resources and
Liquidity.'
 
FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS, GEOGRAPHIC AREAS, FOREIGN
OPERATIONS AND EXPORT SALES
 
     Note 16 sets  forth financial  information with respect  to TCC's  business
segments and sales in different geographic areas.
 
                                       8
 

<PAGE>

<PAGE>
EMPLOYEES
 
     On  October 31, 1995, TCC and its subsidiaries employed approximately 1,000
persons. In  addition,  HGA's psychiatric  facilities  are staffed  by  licensed
physicians  who  have  been  admitted  to the  medical  staff  of  an individual
facility. Certain of  those physicians are  not employees of  HGA. TCC  believes
that its relations with its employees are good.
 
EXECUTIVE OFFICERS OF THE COMPANY
 
     Set  forth below is information regarding the current executive officers of
the Company or its principal subsidiaries who are not also directors:
 

<TABLE>
<CAPTION>
             NAME                 AGE                                     OFFICE
- -------------------------------   ---   --------------------------------------------------------------------------

<S>                               <C>   <C>
Gregory A. Fryling.............   41    Vice President, Business Development, President of CooperVision
                                          Pharmaceuticals, Inc.
Robert S. Holcombe.............   53    Senior Vice President and General Counsel
Marisa F. Jacobs...............   38    Secretary and Associate General Counsel
Carol R. Kaufman...............   46    Vice President and Chief Administrative Officer
Audrey A. Murray...............   51    Vice President of Risk Management and Employee Benefits
Nicholas J. Pichotta...........   51    President and Chief Executive Officer of CooperSurgical, Inc.
Mark R. Russell................   46    President and Chief Executive Officer of Hospital Group of America, Inc.
Robert S. Weiss................   49    Executive Vice President, Treasurer and Chief Financial Officer
Stephen C. Whiteford...........   55    Vice President and Corporate Controller
</TABLE>

 
     Gregory A. Fryling has served as Vice President, Business Development since
January 1993 and has been serving as President of CooperVision  Pharmaceuticals,
Inc.  since May 1994. He  has been an officer  of various subsidiaries including
Vice President and Controller of The  Cooper Healthcare Group from January  1990
through  December 1992  and Vice President  and Controller  of CooperVision from
October 1988  through  December 1989.  He  also  served as  Vice  President  and
Controller  of Cooper  Life Sciences ('CLS')  (then, a  manufacturer of surgical
laser and ultrasonic devices) from September 1986 to September 1988.
 
     Robert S. Holcombe has served as  Senior Vice President since October  1992
and  as General Counsel  since December 1989.  He served as  Vice President from
December 1989 until October 1992. From October 1988 through June 1989 he  served
as  Assistant General  Counsel, and  from June  1987 through  September 1988, as
General  Attorney  of  Emhart  Corporation  (a  manufacturer  of  consumer   and
industrial  products and  provider of  computer based  services). From September
1979 until May 1987, he served as Vice President and General Counsel of Planning
Research Corporation (a professional services firm).
 
     Marisa F. Jacobs has served as Secretary since April 1992 and as  Associate
General  Counsel since  November 1989.  From July  1987 until  October 1989, she
served as Senior Vice President of Prism Associates, Inc. (a business consulting
firm of which she was  a co-founder). From September  1981 to October 1987,  she
was an associate with the law firm of Reavis & McGrath (now Fulbright & Jaworski
L.L.P.).
 
     Carol  R. Kaufman  has served  as Vice  President and  Chief Administrative
Officer since October 1995. From January 1989 through September 1995, she served
as  Vice  President,  Chief  Administrative  Officer  and  Secretary  of  Cooper
Development  Company  ('CDC') (a  healthcare and  consumer products  company), a
former affiliate of the Company; from June 1985 through January 1989 she  served
as   Vice  President  of  Cooper  &  Company,  CDC's  mergers  and  acquisitions
subsidiary. From October 1971 until June 1985  she held a variety of offices  at
Cooper Laboratories, Inc. (the Company's former parent).
 
     Audrey  A.  Murray has  served  as Vice  President  of Risk  Management and
Employee Benefits since November 1993. She served as Director of Risk Management
from July 1988 until November 1993. From November 1985 until July 1988, she held
the positions  of  Senior Risk  Analyst  and  then Associate  Director  of  Risk
Management.  From  October  1984 until  November  1985, she  served  as Employee
Benefits Manager at GTE  Sprint (a long distance  telephone company). From  June
1977 until October
 
                                       9
 

<PAGE>

<PAGE>
1984,  she served as Risk Manager at  The O'Brien Corporation (a manufacturer of
paints and technical coatings).
 
     Nicholas J. Pichotta has served as President and Chief Executive Officer of
CooperSurgical since September 1992. He served as Vice President of the  Company
from   December   1992   to  May   1993   and  as   Vice   President,  Corporate
Development -- Healthcare from December 1991  to December 1992 and as  President
of  CooperVision from November 1990  to June 1991. He has  served in a number of
other positions since joining the Company  in January 1989. From May to  October
1988  he was Managing Director of Heraeus  LaserSonics and from December 1986 to
May 1988 he served as President of the Surgical Laser Division of CLS.
 
     Mark R. Russell has served as the President and Chief Executive Officer  of
Hospital  Group of America,  Inc. since June  1993 and served  as Executive Vice
President and Chief Operating Officer from January 1987 (through the time of its
acquisition by  the Company  in May  1992) until  June 1993.  From May  1986  to
January  1987 he served as Senior Vice  President and Chief Operating Officer of
Nu-Med Psychiatric and from February 1981 to May 1986, he served as Senior  Vice
President and Chief Operating Officer of the Kennedy Health Care Foundation (the
parent organization for a diversified healthcare services company).
 
     Robert S. Weiss became the Executive Vice President in October 1995. He has
been  the Treasurer and Chief Financial Officer  of the Company since 1989. From
October 1992 until October 1995,  he was also as  a Senior Vice President;  from
March  1984 to October 1992 he served as a Vice President, and from 1984 through
July 1990 he served as Corporate  Controller. He served as Corporate  Controller
of Cooper Laboratories, Inc. (the Company's former parent) from 1980 until March
1984 and as Vice President from March 1983 until March 1984.
 
     Stephen  C. Whiteford has served as Vice President and Corporate Controller
since July 1992. He served as Assistant Corporate Controller from March 1988  to
July  1992, as International Controller from August 1986 to February 1988 and as
Vice President and Controller of CooperVision Ophthalmic Products from June 1985
to August 1986.
 
     There is no family relationship between any of the above-named officers  or
between any such officer and any director of the Company.
 
                                       10
 

<PAGE>

<PAGE>

I
TEM 2. PROPERTIES.
 
     The following are TCC's principal facilities as of December 31, 1995:
 

<TABLE>
<CAPTION>
                                                        APPROXIMATE    APPROXIMATE
                                                        FLOOR AREA        ANNUAL            LEASE
          LOCATION                  OPERATIONS           (SQ. FT.)         RENT          EXPIRATION
- ----------------------------  -----------------------   -----------    ------------      -----------
 
<S>                           <C>                       <C>            <C>               <C>
United States
     Pleasanton, CA.........  Executive Offices            14,000          $212,000      Sept. 2000
     Fort Lee, NJ...........  Offices                      11,000(1)       $231,000(1)   Feb. 2005
     Chicago, IL............  Psychiatric Hospital         74,000      Owned in fee      N/A(2)
     New Castle, DE.........  Psychiatric Hospital         45,000      Owned in fee      N/A(2)
     Mt. Holly, NJ..........  Learning Facility            22,000          $235,000      Sept. 1997
     Rancocas, NJ...........  Psychiatric Hospital         65,000      Owned in fee      N/A(2)
     Irvine, CA.............  CVI Offices,                 17,500          $120,000      Jan. 1998
                                distribution and
                                customer service
     Huntington Beach, CA...  CVI Manufacturing &          21,000          $185,000      April 1999
                                technical offices
     Fairport, NY...........  CVI Administrative           15,000          $237,000(3)   March 1999
                                offices & marketing
     Scottsville, NY........  CVI Manufacturing,           35,000      Owned in fee      N/A
                                distribution and
                                warehouse facilities
     Shelton, CT............  CSI Manufacturing,           25,000          $250,000      Dec. 2001
                                research and
                                development,
                                marketing,
                                distribution and
                                warehouse facilities
Canada
     Markham, Ont...........  CVI Offices,                 21,000          $ 75,000      Feb. 2000
                                manufacturing
                                distribution and
                                warehouse facilities
</TABLE>

 
- ------------
 
(1) On  December 9, 1994, the Company entered  into a sublease pursuant to which
    it has subleased  to a third  party approximately 6,000  square feet of  its
    Fort  Lee, NJ, office space at an annual base rent commencing at $113,924 in
    year one and increasing to $125,916 in years two through five, the last year
    of the sublease. The subtenant  has an option to  renew the sublease for  an
    additional  five  years.  An  agreement in  principal  has  been  reached to
    sublease the  remaining  5,000  square  feet of  this  office  to  the  same
    subtenant  for four years beginning April 1,  1996, with a similar option to
    renew for an additional five years.
 
(2) Outstanding loans, totaling $11,347,000 as of October 31, 1995, were secured
    by these properties.
 
(3) Includes utilities, common area charges and taxes.
 
                            ------------------------
 
     The Company  believes its  properties  are suitable  and adequate  for  its
businesses.
 
                                       11
 

<PAGE>

<PAGE>

ITEM 3. LEGAL PROCEEDINGS.
 
     See the discussion of legal proceedings contained in Note 14.
 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
     The 1995 Annual Meeting of Stockholders was held on September 20, 1995.
 
     Each  of  the seven  individuals  nominated to  serve  as directors  of the
Company were re-elected to office. Information with respect to votes cast for or
withheld from such nominee is set forth below:
 

<TABLE>
<CAPTION>
                           DIRECTOR                                VOTES FOR    VOTES WITHHELD
- ---------------------------------------------------------------   -----------   --------------
<S>                                                               <C>           <C>
A. Thomas Bender...............................................    30,526,290      1,676,845
Mark A. Filler.................................................    30,420,947      1,782,188
Michael H. Kalkstein...........................................    30,421,005      1,782,130
Moses Marx.....................................................    30,526,563      1,676,572
Donald Press...................................................    30,525,770      1,677,365
Steven Rosenberg...............................................    30,421,723      1,781,412
Allan E. Rubenstein............................................    30,422,094      1,781,041
</TABLE>

 
     Stockholders were  asked  to approve  proposals  to reduce  the  authorized
capital  stock of the  Company and to effectuate  a one-for-three reverse common
stock split. A total of 29,108,488 and 28,569,024 shares, respectively, voted in
favor of  the proposals,  2,772,727 and  3,486,291 shares,  respectively,  voted
against  the  two  proposals,  and  a  total  of  321,720  and  147,190  shares,
respectively, abstained from voting.
 
     Stockholders were also asked to ratify the appointment of KPMG Peat Marwick
LLP as independent certified public accountants  for the Company for the  fiscal
year  which ended October 31,  1995. A total of  30,510,989 shares were voted in
favor of the  ratification, 1,617,037 shares  were voted against  it and  75,809
shares  abstained. The numbers contained in  this section have not been adjusted
to reflect the one-for-three  reverse stock split which  was effectuated on  the
day following the Annual Meeting.
 

                                    PART II
 

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
     The  Company's common stock is traded on  The New York Stock Exchange, Inc.
and the Pacific Stock  Exchange Incorporated. No cash  dividends were paid  with
respect to the common stock in fiscal 1995 or 1994.
 
     The  Indenture,  dated  as  of  March  1,  1985,  governing  the  Company's
Debentures, as amended by the First Supplemental Indenture dated as of June  29,
1989  and the Second Supplemental Indenture dated as of January 6, 1994, and the
Indenture dated  as  of January  6,  1994  governing the  Company's  10%  Senior
Subordinated  Secured Notes due 2003  (collectively, the 'Indentures'), prohibit
the payment  of cash  dividends on  the  Company's common  stock unless  (i)  no
defaults exist or would exist under the Indentures, (ii) the Company's Cash Flow
Coverage  Ratio (as defined in the Indentures)  for the most recently ended four
full fiscal quarters has been at least  1.5 to 1, and (iii) such cash  dividend,
together  with the aggregate of all other Restricted Payments (as defined in the
Indentures), is less than the sum of 50% of the Company's cumulative net  income
plus the proceeds of certain sales of the Company's or its subsidiaries' capital
stock  subsequent to February 1,  1994. The Company does  not anticipate, in the
foreseeable future, paying cash dividends on its common stock.
 
     The ability of the Company to declare and pay dividends is also subject  to
restrictions  set forth in  the Delaware General  Corporation Law (the 'Delaware
GCL'). As a  general rule, a  Delaware corporation may  pay dividends under  the
Delaware  GCL either out of  its 'surplus,' as defined  in the Delaware GCL, or,
subject to certain exceptions,  out of its  net profits for  the fiscal year  in
which  the dividend is declared and/or  the preceding fiscal year. The Company's
ability to pay  cash dividends depends  upon whether the  Company satisfies  the
requirements  of the  Delaware GCL  at the  time any  such proposed  dividend is
declared.
 
     Other information called for by this Item is set forth in Note 17.
 
                                       12
 

<PAGE>

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA
 
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                         FIVE YEAR FINANCIAL HIGHLIGHTS
                            CONSOLIDATED OPERATIONS
 

<TABLE>
<CAPTION>
                                                                          YEARS ENDED OCTOBER 31,
                                                          -------------------------------------------------------
                                                           1995        1994        1993        1992        1991
                                                          -------    --------    --------    --------    --------
                                                                 (IN THOUSANDS, EXCEPT PER SHARE FIGURES)
 
<S>                                                       <C>        <C>         <C>         <C>         <C>
Net sales of products..................................   $55,296    $ 51,034    $ 47,369    $ 43,873    $ 35,524
Net service revenue....................................    41,794      44,611      45,283      19,406       --
                                                          -------    --------    --------    --------    --------
     Net operating revenue.............................    97,090      95,645      92,652      63,279      35,524
                                                          -------    --------    --------    --------    --------
Cost of products sold..................................    17,549      17,906      17,538      18,236      16,979
Cost of services provided..............................    40,454      41,039      42,754      17,353       --
Research and development expense.......................     2,914       4,407       3,209       3,267       2,268
Selling, general and administrative expense............    25,826      31,027      49,382      44,600      45,627
Costs associated with restructuring operations.........     1,480       --            451       --          --
Amortization of intangibles............................       859         843         772         742         946
                                                          -------    --------    --------    --------    --------
Income (loss) from operations..........................     8,008         423     (21,454)    (20,919)    (30,296)
                                                          -------    --------    --------    --------    --------
Settlement of disputes, net............................     3,532       4,950       6,350       4,498       --
Debt restructuring costs...............................     --            340       2,131       --          --
Investment income (loss),net...........................       444        (153)      1,615      14,254      12,268
Gain on sales of assets and businesses, net............     --            214         620       1,030       --
Other income, net......................................        51          42         174         772         574
Interest expense.......................................     4,741       4,533       6,129       6,697       7,148
                                                          -------    --------    --------    --------    --------
Income (loss) from continuing operations before income
  taxes................................................       230      (9,297)    (33,655)    (16,058)    (24,602)
Provision for (benefit of) income taxes................       115      (4,600)        417         100         201
                                                          -------    --------    --------    --------    --------
Income (loss) from continuing operations before
  extraordinary items..................................       115      (4,697)    (34,072)    (16,158)    (24,803)
Loss on sale of discontinued operations, net of
  taxes................................................     --          --        (13,657)     (9,300)      --
                                                          -------    --------    --------    --------    --------
Income (loss) before extraordinary items...............       115      (4,697)    (47,729)    (25,458)    (24,803)
Extraordinary items....................................     --          --            924         640       5,428
                                                          -------    --------    --------    --------    --------
Net income (loss)......................................       115      (4,697)    (46,805)    (24,818)    (19,375)
Less, preferred stock dividends........................     --             89         320       1,804       2,325
                                                          -------    --------    --------    --------    --------
Net income (loss) applicable to common stock...........   $   115    $ (4,786)   $(47,125)   $(26,622)   $(21,700)
                                                          -------    --------    --------    --------    --------
                                                          -------    --------    --------    --------    --------
Net income (loss) per common share*:
     Continuing operations.............................   $   .01    $   (.47)   $  (3.43)   $  (1.96)   $  (3.18)
                                                          -------    --------    --------    --------    --------
     Loss on sale of discontinued operations...........     --          --          (1.36)      (1.01)      --
                                                          -------    --------    --------    --------    --------
     Income (loss) before extraordinary items..........       .01        (.47)      (4.79)      (2.97)      (3.18)
     Extraordinary items...............................     --          --            .09         .07         .64
                                                          -------    --------    --------    --------    --------
     Net income (loss) per common share................   $   .01    $   (.47)   $  (4.70)   $  (2.90)   $  (2.54)
                                                          -------    --------    --------    --------    --------
                                                          -------    --------    --------    --------    --------
     Average number of common shares outstanding*......    11,576      10,193      10,035       9,167       8,530
                                                          -------    --------    --------    --------    --------
                                                          -------    --------    --------    --------    --------
</TABLE>

 
- ------------
 
* Prior periods have been  restated to reflect the  impact of the  one-for-three
  reverse stock split effected in September 1995.
 
                                       13
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                         FIVE YEAR FINANCIAL HIGHLIGHTS
                        CONSOLIDATED FINANCIAL POSITION
 

<TABLE>
<CAPTION>
                                                                              OCTOBER 31,
                                                        --------------------------------------------------------
                                                          1995        1994        1993        1992        1991
                                                        --------    --------    --------    --------    --------
                                                                             (IN THOUSANDS)
 
<S>                                                     <C>         <C>         <C>         <C>         <C>
Current assets.......................................   $ 41,228    $ 43,505    $ 51,875    $119,282    $173,857
Property, plant and equipment, net...................     34,062      34,787      39,895      39,732       3,593
Intangible assets, net...............................     14,933      15,327      16,285      10,083       8,843
Other assets.........................................      1,769       1,439       1,469       3,910       1,340
                                                        --------    --------    --------    --------    --------
Total assets.........................................   $ 91,992    $ 95,058    $109,524    $173,007    $187,633
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Current liabilities..................................   $ 39,613    $ 42,256    $ 51,995    $ 68,119    $ 67,274
Long-term debt.......................................     43,490      46,184      48,077      58,591      48,657
Other long-term liabilities..........................     10,638      10,272       9,000       --          --
                                                        --------    --------    --------    --------    --------
Total liabilities....................................     93,741      98,712     109,072     126,710     115,931
                                                        --------    --------    --------    --------    --------
Stockholders' equity (deficit).......................     (1,749)     (3,654)        452      46,297      71,702
                                                        --------    --------    --------    --------    --------
Total liabilities and stockholders' equity
  (deficit)..........................................   $ 91,992    $ 95,058    $109,524    $173,007    $187,633
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
</TABLE>

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
 
     References  to  Note  numbers  herein  are  references  to  the  'Notes  to
Consolidated Financial  Statements' of  the Company  located in  Item 8  herein.
Reference is also made to Part I, Item 1 'Business' herein.
 
CAPITAL RESOURCES & LIQUIDITY
 
     The Company's financial condition improved significantly in 1995, driven by
both  the  successful  settlement  of various  disputes  and  improved operating
results.  Primary   contributors  include   continued  strong   performance   by
CooperVision,  Inc. ('CVI'), the Company's  contact lens business, and decreased
legal fees. In addition,  with a view toward  leveraging its net operating  loss
carryforwards,  the  Company  adjusted  its focus  in  1995  to  favor acquiring
products ready for  market, and/or already  in the market,  rather than  funding
longer-term, higher risk research and development projects.
 
     Cash  provided by the Company's  operating activities overcame an operating
cash flow deficit of $5.0 million in the first quarter of 1995, generating  $8.4
million  of cash in the succeeding nine  months, including $2.0 million from the
successful settlement of certain disputes.  This resulted in positive  operating
cash  flow of $3.4 million for fiscal  1995 vs. negative operating cash flows of
$2.0 million in 1994  and $44.8 million  in 1993. Investing  cash flow was  $2.4
million  negative in 1995, as the Company  expended cash primarily to expand its
manufacturing  capacity  for  contact  lenses  in  response  to  strong   market
acceptance  of new product offerings, to upgrade certain manufacturing equipment
and to purchase a  product line for its  gynecology business. The  corresponding
figures for 1994 and 1993 were positive investing cash flows of $9.1 million and
$26.6 million, respectively, primarily reflecting cash received from the sale by
the  Company of its temporary investments,  which sales were necessitated by the
negative operating cash flows in those years.
 
     Management believes that, absent extraordinary  events, the Company is  now
positioned  to generate  sufficient operating cash  flow to  fund its day-to-day
needs, and, based  on the  expectation of  sales growing  faster than  expenses,
expects  that operating cash  flow will continue  to increase in  the future. As
with fiscal 1995,  the Company expects  that operating cash  flow for the  first
quarter  of 1996 will be  negative, due to scheduled  payments to Dr. Pottash of
$3.1 million (see Note 14) and  Medical Engineering Corporation of $1.5  million
(see Note 4).
 
     The  Company  is  evaluating various  acquisition  opportunities  which, if
consummated, would be funded  by a combination of  cash then on hand,  financing
vehicles  now in  place (see  Note 11 'Loan  and Security  Agreement') and other
methods of raising additional capital currently being explored.
 
                                       14
 

<PAGE>

<PAGE>
RESULTS OF OPERATIONS
 
     Comparison of each of the years in the three-year period ended October  31,
1995:
 
NET SALES OF PRODUCTS
 
     The  following table summarizes the increases and decreases in net sales of
products of the  Company's CooperVision, Inc.  ('CVI') and CooperSurgical,  Inc.
('CSI')  business  units  over the  three-year  period. Sales  generated  by the
Company's CooperVision Pharmaceuticals, Inc. ('CVP')  unit were $16 thousand  in
1995, $394 thousand in 1994 and $570 thousand in 1993.


<TABLE>
<CAPTION>
                                                                                    INCREASE (DECREASE)
                                                               ----------------------------------------------------------------
                                                                      1995 VS. 1994                     1994 VS. 1993
                                                               ------------------------------    ------------------------------
                                                                                   (DOLLARS IN THOUSANDS)
 
<S>                                                           <C>              <C>              <C>              <C>
Business Unit
     CVI...................................................      $    4,663          12%           $    5,673          18%
                                                                                     --                                --
                                                                                     --                                --
                                                              -------------                     -------------
                                                              -------------                     -------------
     CSI...................................................      $      (23)      --   %           $   (1,832)        (12)%
                                                                                                      --               --
                                                                                                      --               --
                                                              -------------                     -------------
                                                              -------------                     -------------
</TABLE>

 
1995 VS. 1994
 
     Net  sales of  CVI increased both  domestically and in  Canada. The primary
contributors to  the  growth  included  increased  sales  of  the  Preference'r'
spherical  product  line and  the  Hydrasoft'r' Toric  and  Preference Toric'tm'
product lines (the latter of which was launched in the fourth quarter of  fiscal
1994).  Sales of toric lenses in the  United States grew by approximately 50% in
1995. Toric and other specialty lenses now account for approximately  two-thirds
of  CooperVision's  total sales.  The 1995  increases  were partially  offset by
anticipated decreases in  sales of more  mature product lines.  CVI's sales  mix
continues  to shift toward  daily wear, planned  replacement and other specialty
products and away from extended wear products. The Company expects this trend to
continue and considers itself to be  well positioned to compete successfully  in
specialty niches of the contact lens market, particularly with its Preference'r'
line of planned replacement lenses and its line of custom toric lenses.
 
     Net  sales of  CSI products  were essentially flat  in 1995  as compared to
1994. Nearly 75% of CSI's net  sales now relate to womens' healthcare  products,
as  the unit continues to direct its sales efforts towards the gynecology market
to take advantage of the lower cost to service a highly focused market niche.
 
1994 VS. 1993
 
     The increase  in CVI  net  sales was  primarily  due to  CoastVision,  Inc.
('CoastVision'),  a  manufacturer  of custom  toric  contact lenses  for  use by
patients with astigmatic vision, being included in fiscal 1993 results for  only
seven months, as this company was acquired on April 1, 1993.
 
     Net  sales of CSI  declined primarily due  to slower domestic  sales of its
capital equipment, including surgical  systems launched in 1992  for use in  the
loop  electrosurgical excision procedure, used diagnostically and operatively in
the treatment  of cervical  cancer  and other  indications in  gynecology.  This
decline was partially offset by increased sales in the international arena.
 
     Consolidated  net sales of products  have grown 8% per  year over the three
year period.
 
NET SERVICE REVENUE
 
     Net service revenue consists of the following:
 

<TABLE>
<CAPTION>
                                                                 1995       1994       1993
                                                                -------    -------    -------
                                                                       (IN THOUSANDS)
 
<S>                                                             <C>        <C>        <C>
Net patient revenue..........................................   $40,643    $42,611    $43,283
Management fees..............................................     1,151      2,000      2,000
                                                                -------    -------    -------
                                                                $41,794    $44,611    $45,283
                                                                -------    -------    -------
                                                                -------    -------    -------
</TABLE>

 
                                       15
 

<PAGE>

<PAGE>
     Net patient revenue by major providers was as follows:
 

<TABLE>
<CAPTION>
                                        1995                  1994                  1993
                                 ------------------    ------------------    ------------------
                                 AMOUNT     % TOTAL    AMOUNT     % TOTAL    AMOUNT     % TOTAL
                                 -------    -------    -------    -------    -------    -------
                                                     (DOLLARS IN THOUSANDS)
 
<S>                              <C>        <C>        <C>        <C>        <C>        <C>
Commercial Ins................   $ 5,055       13%     $ 9,170       21%     $15,081       35%
Medicare......................    11,767       29        9,225       22        6,654       15
Medicaid......................     8,566       21        7,254       17        4,353       10
Blue Cross....................     4,015       10        4,729       11        5,821       13
HMOs..........................     8,714       21        7,722       18        8,408       20
Other.........................     2,526        6        4,511       11        2,966        7
                                 -------    -------    -------    -------    -------    -------
                                 $40,643      100%     $42,611      100%     $43,283      100%
                                 -------    -------    -------    -------    -------    -------
                                 -------    -------    -------    -------    -------    -------
</TABLE>

 
NET PATIENT REVENUE (SEE NOTE 1 'NET SERVICE REVENUE')
 
     Net patient revenue decreased by $2.0 million or 4.6% in 1995. Revenue  has
been  pressured by  the current industry  trend towards  increased managed care,
which results in decreased daily rates and declines in average lengths of  stay.
Management  is endeavoring to mitigate those  pressures by increasing the number
of admissions to its hospitals, and by providing outpatient and other  ancillary
services.  In addition, management  estimates that the  dispute with the Hampton
Medical Group, P.A., which was recently  settled (see Note 14), reduced  revenue
during 1995 at Hampton Hospital by approximately $2 million compared with 1994.
 
MANAGEMENT FEES
 
     On  May 29, 1992, PSG Management,  Inc. ('PSG Management'), a subsidiary of
the  Company,  entered  into  a  three-year  management  agreement  with   three
indirectly  owned  subsidiaries  of  Nu-Med, Inc.  ('Nu-Med'),  under  which PSG
Management managed three hospitals owned  by those subsidiaries, having a  total
of  220 licensed beds. PSG Management received  a management fee of $166,667 per
month under the agreement, which expired by its terms in May 1995.
 
COST OF SERVICES PROVIDED
 
     Cost of services provided represents all normal operating costs incurred by
Hospital Group of America, Inc. ('HGA')  in generating net service revenue.  The
results  of subtracting cost of services provided from net service revenue is an
operating profit of $1.3 million,  or 3%, of net  service revenue in 1995,  $3.6
million,  or 8%, of net service revenue in  1994 and $2.5 million, or 6%, of net
service revenue in 1993. The decreased  percentage of operating profits in  1995
compared  with  1994 is  primarily attributable  to  lower revenue  as described
above, partially offset by lower cost of services. The 1994 increased percentage
of operating  profit over  1993  is primarily  attributable to  reduced  service
costs.  Also, in 1993,  HGA incurred nonrecurring  charges of approximately $360
thousand associated with severance and approximately $400 thousand to write down
certain receivables.
 
COST OF PRODUCTS SOLD
 
     Gross profit  (net sales  of products  less  cost of  products sold)  as  a
percentage of net sales of products ('margin') was as follows:
 

<TABLE>
<CAPTION>
                                                                                   MARGIN
                                                                            --------------------
                                                                            1995    1994    1993
                                                                            ----    ----    ----
 
<S>                                                                         <C>     <C>     <C>
CVI......................................................................    73%     71%     69%
CSI......................................................................    52%     48%     49%
Consolidated.............................................................    68%     65%     63%
</TABLE>

 
1995 VS. 1994
 
     CVI's  margin  has increased  due  to efficiencies  associated  with higher
production levels, as well  as a favorable product  mix. CSI's margin  increased
due to a favorable product mix in the United States.
 
                                       16
 

<PAGE>

<PAGE>
Internationally,  the  margin  increase  was primarily  due  to  cost reductions
accomplished within the LEEP product line. Also, 1994 CSI margins were  impacted
by  a $200 thousand write-down of  endoscopy inventory, which reduced margins by
2%.
 
1994 VS. 1993
 
     Margin for CVI increased due to the inclusion of higher margin  CoastVision
products  for a full  year in 1994  and also reduced  unit costs of manufactured
products as a  result of higher  production levels. The  margin decrease at  CSI
primarily  related to increased sales in the lower margin international division
and the impact of the inventory write-down disclosed above.
 
RESEARCH AND DEVELOPMENT EXPENSE
 
     Research and development  expense was $2.9  million or 5%  of net sales  of
products  in 1995 compared to $4.4 million or  9% in 1994 and $3.2 million or 7%
in 1993.
 
     The decrease  in  1995 is  primarily  attributable to  reduced  development
activity  related to  CVP's calcium  channel blocker,  CalOptic'tm'. Discussions
continue with  potential strategic  partners  to out-license  CalOptic'tm'.  The
increase in 1994 vs. 1993 is primarily attributable to the increased development
activity  related to CalOptic'tm' at  that time. CVP accounted  for 43%, 63% and
51% of consolidated  research and development  expense in 1995,  1994 and  1993,
respectively. This percentage, as well as the overall level of R&D expenditures,
is  expected to  decrease in  the future,  reflective of  the 1995  shift in the
Company's focus to leverage  its net operating  loss carryforwards by  acquiring
products ready for market rather than funding their development in-house.
 
     In  1994,  CSI  signed  an  agreement  with  InnerDyne,  Inc.  covering the
development and commercialization  of InnerDyne's  proprietary thermal  ablation
technology   for  gynecological  applications.  In   May  1995,  after  spending
approximately $214 thousand  in 1994 and  $381 thousand in  1995, CSI  announced
that it had discontinued funding this project.
 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
 
     The  Company's  selling,  general  and  administrative  expense  ('SGA') by
business unit and corporate was as follows:
 

<TABLE>
<CAPTION>
                                                                 1995       1994       1993
                                                                -------    -------    -------
                                                                       (IN THOUSANDS)
 
<S>                                                             <C>        <C>        <C>
CVI..........................................................   $15,949    $13,621    $13,386
CSI..........................................................     5,520      6,125     10,305
CVP..........................................................        76        369        598
Corporate/Other..............................................     4,281     10,912     25,093
                                                                -------    -------    -------
                                                                $25,826    $31,027    $49,382
                                                                -------    -------    -------
                                                                -------    -------    -------
</TABLE>

 
     The 61%  decrease in  1995 vs.  1994 in  Corporate/Other SGA  reflects  the
resolution  of  various legal  matters, a  reduction in  the level  of corporate
staffing, a credit  of $648  thousand for the  recovery of  the Company's  claim
against  the Cooper  Laboratories, Inc. Liquidating  Trust, representing payment
for previously rendered administrative services, the reversal of a $649 thousand
receivable  reserve  and  certain  other  accruals  no  longer  required  and  a
significant  reduction  in  the cost  of  the Company's  Directors  and Officers
insurance. The decrease  in 1994 vs.  1993 in Corporate/Other  SGA reflects  the
impact on legal costs of an agreement reached on September 30, 1993 with Medical
Engineering  Corporation and its parent,  Bristol-Myers Squibb Company (the 'MEC
Agreement'), which limited the Company's liability for breast implant litigation
(see Note 4). This reduction, coupled with reductions in staffing related costs,
legal  fees  and  costs  in  other  areas,  resulted  in  a  57%  reduction   in
Corporate/Other SGA.
 
     SGA  for CVI increased  by 17% and 2%  in 1995 vs. 1994  and 1994 vs. 1993,
respectively. The  increase  in  1995  vs.  1994  was  due  primarily  to  costs
associated  with  the  successful launch  of  the Preference  Toric'tm'  line of
contact lenses and the cost of programs associated with the launch of additional
new products. The inclusion  of SGA for CoastVision  accounted for the 1994  vs.
1993
 
                                       17
 

<PAGE>

<PAGE>
increase.  As a percentage of sales, CVI's SGA  was 38% in 1995, 36% in 1994 and
42% in 1993. The  1994 vs. 1993 decrease  in SGA cost as  a percentage of  sales
reflected   cost  synergies  effected  as  a  result  of  merging  CoastVision's
operations into CVI.
 
     The 1995  and  1994 decreases  at  CSI  reflect savings  generated  by  the
consolidation of CSI facilities with attendant efficiencies.
 
COSTS ASSOCIATED WITH RESTRUCTURING OPERATIONS (SEE NOTE 8)
 
     In  1995,  the  Company recorded  $1.5  million of  restructuring  costs to
provide for costs  primarily associated with  the closure of  facilities in  the
Company's  CVP, CSI and corporate operations and downsizing HGA headquarters. In
1993,  the  Company   recorded  $451   thousand  of   restructuring  costs   for
consolidation of CSI facilities and related reorganization and relocation costs.
 
AMORTIZATION OF INTANGIBLES
 
     Amortization  of intangibles  was $859 thousand  in 1995,  $843 thousand in
1994 and $772 thousand in 1993. The changes in each year reflect acquisition and
divestiture activity during the three-year period. (See Note 3.)
 
INCOME (LOSS) FROM OPERATIONS
 
     As a result of the variances discussed above, income (loss) from operations
has improved by  $29.5 million over  the three-year period.  Income (loss)  from
operations by business unit and corporate was as follows:
 

<TABLE>
<CAPTION>
                                                                       OCTOBER 31,
                                                             --------------------------------
                                                               1995        1994        1993
                                                             --------    --------    --------
                                                                      (IN THOUSANDS)
 
<S>                                                          <C>         <C>         <C>
CVI.......................................................   $ 13,959    $ 11,963    $  7,842
CVP.......................................................     (1,425)     (3,063)     (2,045)
CSI.......................................................       (425)       (932)     (3,407)
HGA.......................................................        878       3,321       2,124
Corporate/Other...........................................     (4,979)    (10,866)    (25,968)
                                                             --------    --------    --------
                                                             $  8,008    $    423    $(21,454)
                                                             --------    --------    --------
                                                             --------    --------    --------
</TABLE>

 
SETTLEMENT OF DISPUTES, NET
 
     In  1995, the Company recorded a charge  of $5.6 million for the settlement
of the  Hampton Medical  Group, P.A.  dispute. (See  Note 14.)  This charge  was
partially  offset  by net  credits to  income of  $2.0 million,  which primarily
represented cash received by  the Company in connection  with the settlement  of
other litigation matters. (See Note 7.)
 
     In  1994, the Company recorded the following items related to settlement of
disputes:
 
      A credit of  $850 thousand following  receipt of funds  by the Company  to
      settle  certain  of the  Company's claims  associated  with a  real estate
      transaction.
 
      A charge of $5.8 million which represented the Company's estimate of costs
      required  to  settle  certain  disputes  and  other  litigation   matters,
      including  $3.5 million associated with  the Company's criminal conviction
      and the related SEC enforcement action against the Company.
 
     The charge of $6.4 million  in 1993 was comprised  of $4.9 million paid  in
connection  with  the settlement  reached between  the  Company and  Cooper Life
Sciences, Inc.  ('CLS')  (see Note  15),  and  $1.5 million  for  certain  other
disputes.
 
DEBT RESTRUCTURING COSTS
 
     The  $2.1 million charge for debt restructuring costs in 1993 reflected the
Company's estimate of transaction costs  associated with the Exchange Offer  and
Solicitation.  (See Note 11.) An additional charge of $340 thousand was required
in 1994.
 
                                       18
 

<PAGE>

<PAGE>
INVESTMENT INCOME (LOSS), NET
 
     Investment income (loss), net includes interest income of $394 thousand  in
1995,  $377 thousand in 1994 and $2.4  million in 1993. The decrease in interest
income from  1993 reflects  the Company's  use of  cash for  the acquisition  of
CoastVision  on April 1, 1993 (see Note 3)  and the purchase of a portion of its
Debentures, operating  cash  use,  declining  interest  rates  and  a  shift  in
investment  strategy towards more  conservative instruments with  lower risk and
correspondingly lower returns. Also included in investment income, net is a  net
gain  on marketable securities  of $50 thousand  in 1995, and  losses thereon of
$530 thousand in 1994 and $824 thousand in 1993.
 
GAIN ON SALES OF ASSETS AND BUSINESSES, NET
 
     In 1994, the Company sold two parcels of land for cash and notes, for a net
gain of $134 thousand, and its EYEscrub'tm' trademark in Canada, for a net  gain
of  $80 thousand. In  1993, the Company  sold its EYEscrub'tm'  product line for
$1.4 million, which sale resulted in a $620 thousand gain.
 
OTHER INCOME, NET
 
     Other income, net was $51 thousand in  1995, $42 thousand in 1994 and  $174
thousand  in 1993. Other income, net includes foreign exchange gains (losses) of
($130 thousand),  $53 thousand  and  ($550 thousand)  in  1995, 1994  and  1993,
respectively,  on transactions  denominated in  currencies other  than the local
currency of  the subject  business units.  Other income,  net in  1993  included
consent  fees,  extension  fees and  collection  fees related  to  the Company's
temporary investment activity and rental  income from the Company's real  estate
ventures, all of which were partially offset by the foreign exchange loss.
 
INTEREST EXPENSE
 
     Interest  expense was $4.7 million  in 1995, $4.5 million  in 1994 and $6.1
million in 1993. The increase in interest expense in 1995 was primarily a result
of the increased  borrowing related  to a line  of credit,  partially offset  by
reduced  interest expense  due to  the Exchange  Offer and  Consent Solicitation
which occurred in the first quarter of fiscal 1994. (See Note 11.) The  decrease
in  interest expense  in 1994  v. 1993 relates  to: 1)  reduction of outstanding
debt, 2) reduced  interest rate  on approximately $22.0  million of  outstanding
debt  and 3) amortization of  deferred premium, all as  a result of the Exchange
Offer and Consent Solicitation (see Note 11) and reduced HGA debt.
 
PROVISION FOR (BENEFIT OF) INCOME TAXES
 
     Details with regard to the Company's provision for income taxes for each of
the years in the three-year period ended October 31, 1995 are set forth in  Note
10. The 1995 provision for state income and franchise taxes of $315 thousand was
partially  offset  by a  reversal of  $200  thousand of  tax accruals  no longer
required. The  1994 provision  for  state income  and  franchise taxes  of  $400
thousand  was offset  by a reversal  of $5.0  million of tax  accruals no longer
required following the  successful resolution  of certain tax  issues. The  1993
provision of $417 thousand related entirely to state income and franchise taxes.
 
LOSS ON SALE OF DISCONTINUED OPERATIONS
 
     A  charge of $14 million  in 1993 represented an  increase to the Company's
accrual for  contingent liabilities  associated with  breast implant  litigation
involving  the  plastic and  reconstructive surgical  division of  the Company's
former Cooper Surgical business segment which was sold in fiscal 1989. (See Note
4.) In 1993, the Company also recorded  a reversal of $343 thousand of  accruals
no longer necessary related to another discontinued business. No tax benefit has
been  applied against the  above figures, as  the Company was  not profitable in
1993.
 
EXTRAORDINARY ITEM
 
     Extraordinary item  represents the  gain recorded  by the  Company in  1993
associated  with the  early retirement of  $4.8 million principal  amount of its
long-term debt.
 
                                       19
 

<PAGE>

<PAGE>
INFLATION AND CHANGING PRICES
 
     Inflation has had  little affect on  the Company's operations  in the  last
three  years. Revenue resulting from stays at HGA facilities has been decreasing
due to a shift from commercial  insurance to lower rate managed care  providers.
(See 'Net Service Revenue,' above.)
 
IMPACT OF STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS ISSUED BUT NOT ADOPTED
 
     In  October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting  Standards (SFAS)  No. 123,  Accounting for  Stock-Based
Compensation.  SFAS  No. 123  applies  to all  transactions  in which  an entity
acquires goods or services by issuing  equity instruments such as common  stock,
except for employee stock ownership plans. SFAS No. 123 establishes a new method
of  accounting for stock-based compensation arrangements with employees which is
fair value based. The statement encourages  (but does not require) employers  to
adopt  the new method in place of  the provisions of Accounting Principles Board
(APB) Opinion No. 25, 'Accounting for Stock Issued to Employees.' Companies  may
continue  to apply the  accounting provisions of  APB No. 25  in determining net
income, however, they must  apply the disclosure requirements  of SFAS No.  123.
Companies that adopt the fair value based method of SFAS No. 123 would typically
incur  a higher compensation cost  for fixed stock option  plans and a different
compensation cost for contingent or variable stock option plans. The recognition
provisions and disclosure requirements of SFAS No. 123 are effective for  fiscal
years  beginning after December 15, 1995.  The Company will adopt the disclosure
requirements in  its 1997  fiscal year.  Such adoption  will have  no impact  on
reported results.
 
                                       20


<PAGE>

<PAGE>

                          INDEPENDENT AUDITORS' REPORT
 
The Board of Directors and Stockholders
The COOPER COMPANIES, INC.:
 
     We  have audited the accompanying consolidated balance sheets of The Cooper
Companies, Inc. and subsidiaries as of October 31, 1995 and 1994 and the related
consolidated statements of operations,  stockholders' equity (deficit) and  cash
flows  for each of the years in the three-year period ended October 31, 1995. In
connection with our  audits of  the consolidated financial  statements, we  also
have  audited  financial  statement  schedules  I  and  II.  These  consolidated
financial statements and financial statement schedules are the responsibility of
the Company's management. Our responsibility is  to express an opinion on  these
consolidated financial statements and financial statement schedules based on our
audits.
 
     We  conducted  our audits  in accordance  with generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In  our opinion,  the consolidated  financial statements  referred to above
present fairly, in all material respects,  the financial position of The  Cooper
Companies, Inc. and subsidiaries at October 31, 1995 and 1994 and the results of
their  operations and their cash  flows for each of  the years in the three-year
period ended October 31, 1995, in conformity with generally accepted  accounting
principles. Also in our opinion, the related financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as a
whole,  present  fairly, in  all material  respects,  the information  set forth
therein.
 
                                          KPMG PEAT MARWICK LLP
 
San Francisco, California
December 11, 1995

 
                                       21


<PAGE>

<PAGE>

I
TEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                      STATEMENT OF CONSOLIDATED OPERATIONS
 

<TABLE>
<CAPTION>
                                                                                  YEARS ENDED OCTOBER 31,
                                                                             ----------------------------------
                                                                              1995         1994          1993
                                                                             -------      -------      --------
                                                                              (IN THOUSANDS, EXCEPT PER SHARE
                                                                                          FIGURES)
 
<S>                                                                          <C>          <C>          <C>
Net sales of products.....................................................   $55,296      $51,034      $ 47,369
Net service revenue.......................................................    41,794       44,611        45,283
                                                                             -------      -------      --------
     Net operating revenue................................................    97,090       95,645        92,652
                                                                             -------      -------      --------
Cost of products sold.....................................................    17,549       17,906        17,538
Cost of services provided.................................................    40,454       41,039        42,754
Research and development expense..........................................     2,914        4,407         3,209
Selling, general and administrative expense...............................    25,826       31,027        49,382
Costs associated with restructuring operations............................     1,480           --           451
Amortization of intangibles...............................................       859          843           772
                                                                             -------      -------      --------
Income (loss) from operations.............................................     8,008          423       (21,454)
                                                                             -------      -------      --------
Settlement of disputes, net...............................................     3,532        4,950         6,350
Debt restructuring costs..................................................        --          340         2,131
Investment income (loss), net.............................................       444         (153)        1,615
Gain on sales of assets and businesses, net...............................        --          214           620
Other income, net.........................................................        51           42           174
Interest expense..........................................................     4,741        4,533         6,129
                                                                             -------      -------      --------
Income (loss) from continuing operations before income taxes..............       230       (9,297)      (33,655)
Provision for (benefit of) income taxes...................................       115       (4,600)          417
                                                                             -------      -------      --------
Income (loss) from continuing operations before extraordinary items.......       115       (4,697)      (34,072)
Loss on sale of discontinued operations...................................        --           --       (13,657)
                                                                             -------      -------      --------
Income (loss) before extraordinary item...................................       115       (4,697)      (47,729)
Extraordinary item........................................................        --           --           924
                                                                             -------      -------      --------
Net income (loss).........................................................       115       (4,697)      (46,805)
Less preferred stock dividends............................................        --           89           320
                                                                             -------      -------      --------
Net income (loss) applicable to common stock..............................   $   115      $(4,786)     $(47,125)
                                                                             -------      -------      --------
                                                                             -------      -------      --------
Net income (loss) per common share (See Note 2):
     Continuing operations................................................      $.01        $(.47)       $(3.43)
     Discontinued operations..............................................        --           --         (1.36)
                                                                             -------      -------      --------
     Income (loss) before extraordinary item..............................       .01         (.47)        (4.79)
     Extraordinary item...................................................        --           --           .09
                                                                             -------      -------      --------
Net income (loss) per common share........................................      $.01        $(.47)       $(4.70)
Average number of common shares outstanding (See Note 2)..................    11,576       10,193        10,035
                                                                             -------      -------      --------
                                                                             -------      -------      --------
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                       22
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
 

<TABLE>
<CAPTION>
                                                                                                OCTOBER 31,
                                                                                           ----------------------
                                                                                             1995         1994
                                                                                           ---------    ---------
                                                                                               (IN THOUSANDS)
 
<S>                                                                                        <C>          <C>
                                         ASSETS
Current assets:
     Cash and cash equivalents..........................................................   $11,207...   $  10,320
     Trade and patient accounts receivable, less allowances of $2,241,000 in 1995 and
      $2,647,000 in 1994................................................................      17,717       18,181
     Inventories........................................................................       9,570       11,696
     Prepaid expenses and other current assets..........................................       2,734        3,308
                                                                                           ---------    ---------
          Total current assets..........................................................      41,228       43,505
                                                                                           ---------    ---------
Property, plant and equipment at cost...................................................      46,597       45,470
Less accumulated depreciation and amortization..........................................      12,535       10,683
                                                                                           ---------    ---------
                                                                                              34,062       34,787
                                                                                           ---------    ---------
Goodwill and other intangibles, net.....................................................      14,933       15,327
Other assets............................................................................       1,769        1,439
                                                                                           ---------    ---------
                                                                                           $  91,992    $  95,058
                                                                                           ---------    ---------
                                                                                           ---------    ---------
 
                     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
     Current installments of long-term debt.............................................   $   2,190    $   1,453
     Borrowings under line of credit....................................................       1,025           --
     Accounts payable...................................................................       5,828        6,580
     Employee compensation, benefits and severance......................................       6,978        6,390
     Other accrued liabilities..........................................................      13,596       17,728
     Accrued income taxes...............................................................       9,996       10,105
                                                                                           ---------    ---------
          Total current liabilities.....................................................      39,613       42,256
                                                                                           ---------    ---------
Long-term debt..........................................................................      43,490       46,184
Other noncurrent liabilities............................................................      10,638       10,272
                                                                                           ---------    ---------
          Total liabilities.............................................................      93,741       98,712
                                                                                           ---------    ---------
Commitments and Contingencies (See Note 14)
Stockholders' equity (deficit):
     Preferred stock, $.10 par value, shares authorized: 1,000,000; zero shares issued
      or outstanding at October 31, 1995 and 1994.......................................          --           --
     Common stock, $.10 par value, shares authorized: 20,000,000; issued and
      outstanding: 11,576,482 and 11,293,370 at October 31, 1995 and 1994, respectively
      (See Note 2)......................................................................       1,158        1,129
     Additional paid-in capital.........................................................     183,840      182,142
     Translation adjustments............................................................        (333)        (396)
     Accumulated deficit................................................................    (186,414)    (186,529)
                                                                                           ---------    ---------
          Total stockholders' equity (deficit)..........................................      (1,749)      (3,654)
                                                                                           ---------    ---------
                                                                                           $  91,992    $  95,058
                                                                                           ---------    ---------
                                                                                           ---------    ---------
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                       23
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            STATEMENT OF CONSOLIDATED STOCKHOLDERS' EQUITY (DEFICIT)
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                                                SENIOR
                                             EXCHANGEABLE
                                              REDEEMABLE
                                              RESTRICTED
                                                VOTING        SERIES B
                                               PREFERRED      PREFERRED
                                                 STOCK          STOCK       COMMON STOCK
                                             -------------  -------------  --------------
                                                      PAR            PAR            PAR    PAID-IN   TRANSLATION  ACCUMULATED
                                             SHARES  VALUE  SHARES  VALUE  SHARES  VALUE   CAPITAL   ADJUSTMENTS    DEFICIT
                                             ------  -----  ------  -----  ------  ------  --------  -----------  -----------
                                                                              (IN THOUSANDS)
 
<S>                                          <C>     <C>    <C>     <C>    <C>     <C>     <C>       <C>          <C>
Balance October 31, 1992....................   151   $  15      0    $ 0   10,060  $1,006  $182,509     $ (66)     $ (134,938)
     Net loss...............................    --      --     --     --       --      --     --        --            (46,805)
     Aggregate translation adjustment.......    --      --     --     --       --      --     --         (157)        --
     Unamortized stock compensation related
       to restricted stock grants...........    --      --     --     --       48       5        85     --            --
     Restricted stock amortization and share
       issuance, forfeiture and lifting of
       restrictions.........................    --      --     --     --      (65)     (7)     (791)    --            --
     Dividend requirements on Senior
       Preferred Stock......................    --      --     --     --       --      --      (320)    --            --
     Issuance of Senior Preferred Stock.....    10       1     --     --       --      --       320     --            --
     CLS Exchange Agreement -- June 14, 1993
       (see Note 15)........................  (161)    (16)   345     --       --      --        16     --            --
                                             ------  -----  ------  -----  ------  ------  --------  -----------  -----------
Balance October 31, 1993....................     0   $   0    345    $ 0   10,043  $1,004  $181,819     $(223)     $ (181,743)
                                             ------  -----  ------  -----  ------  ------  --------  -----------  -----------
     Net loss...............................    --      --     --     --       --      --     --        --             (4,697)
     Aggregate translation adjustment.......    --      --     --     --       --      --     --         (173)        --
     Restricted stock amortization and share
       issuance, forfeiture and lifting of
       restrictions.........................    --      --     --     --       99      10       436     --            --
     Exercise of stock options..............    --      --     --     --        1      --         2     --            --
     Dividend requirements on Series B
       Preferred Stock......................    --      --     --     --       --      --     --        --                (89)
     Conversion of Series B Preferred to
       Common (see Note 15).................    --      --   (345)    --    1,150     115      (115)    --            --
                                             ------  -----  ------  -----  ------  ------  --------  -----------  -----------
Balance October 31, 1994....................     0   $   0      0    $ 0   11,293  $1,129  $182,142     $(396)     $ (186,529)
                                             ------  -----  ------  -----  ------  ------  --------  -----------  -----------
     Net income.............................    --      --     --     --       --      --     --        --                115
     Aggregate translation adjustment.......    --      --     --     --       --      --     --           63         --
     Restricted stock amortization and share
       issuance, forfeiture and lifting of
       restrictions.........................    --      --     --     --      176      18     1,526     --            --
     Exercise of stock options..............    --      --     --     --        5       1         9     --            --
     Exercise of warrants and warrant
       valuation............................    --      --     --     --      102      10       163     --            --
                                             ------  -----  ------  -----  ------  ------  --------  -----------  -----------
     Balance October 31, 1995...............     0   $   0      0    $ 0   11,576  $1,158  $183,840     $(333)     $ (186,414)
                                             ------  -----  ------  -----  ------  ------  --------  -----------  -----------
                                             ------  -----  ------  -----  ------  ------  --------  -----------  -----------
 
<CAPTION>
 
                                              UNAMORTIZED
                                               RESTRICTED
                                                 STOCK
                                                 AWARD
                                              COMPENSATION   TOTAL
                                              ------------  --------
 
<S>                                          <C>            <C>
Balance October 31, 1992....................    $ (2,229)   $ 46,297
     Net loss...............................      --         (46,805)
     Aggregate translation adjustment.......      --            (157)
     Unamortized stock compensation related
       to restricted stock grants...........         (88)          2
     Restricted stock amortization and share
       issuance, forfeiture and lifting of
       restrictions.........................       1,912       1,114
     Dividend requirements on Senior
       Preferred Stock......................      --            (320)
     Issuance of Senior Preferred Stock.....      --             321
     CLS Exchange Agreement -- June 14, 1993
       (see Note 15)........................      --               0
                                              ------------  --------
Balance October 31, 1993....................    $   (405)   $    452
                                              ------------  --------
     Net loss...............................      --          (4,697)
     Aggregate translation adjustment.......      --            (173)
     Restricted stock amortization and share
       issuance, forfeiture and lifting of
       restrictions.........................         405         851
     Exercise of stock options..............      --               2
     Dividend requirements on Series B
       Preferred Stock......................      --             (89)
     Conversion of Series B Preferred to
       Common (see Note 15).................      --               0
                                              ------------  --------
Balance October 31, 1994....................    $      0    $ (3,654)
                                              ------------  --------
     Net income.............................      --             115
     Aggregate translation adjustment.......      --              63
     Restricted stock amortization and share
       issuance, forfeiture and lifting of
       restrictions.........................      --           1,544
     Exercise of stock options..............      --              10
     Exercise of warrants and warrant
       valuation............................      --             173
                                              ------------  --------
     Balance October 31, 1995...............    $      0    $ (1,749)
                                              ------------  --------
                                              ------------  --------
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                       24
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                                                       YEARS ENDED OCTOBER 31,
                                                                                    ------------------------------
                                                                                     1995       1994        1993
                                                                                    -------    -------    --------
                                                                                            (IN THOUSANDS)
 
<S>                                                                                 <C>        <C>        <C>
Cash flows from operating activities:
     Net income (loss)...........................................................   $   115    $(4,786)   $(46,805)
Adjustments to reconcile net income (loss) to net cash provided (used) by
  operating activities:
     Current and deferred income taxes...........................................      (224)      (132)        417
     Depreciation expense........................................................     2,704      2,870       2,624
     Provision for doubtful accounts.............................................     2,300      2,431       3,202
     Amortization expenses:
          Intangible assets......................................................       992        975         904
          Debt discount..........................................................      (443)      (499)        201
          Restricted stock.......................................................     --           853       1,084
     Net (gain) loss from:
          Sales of assets and businesses.........................................     --          (214)       (620)
          Investments............................................................       (50)       530         824
          Debt restructuring costs...............................................     --           340       --
          Extraordinary items....................................................     --         --           (924)
     Change in assets and liabilities net of effects from acquisitions and sales
       of assets and businesses:
          Net (increases) decreases in assets:
               Restricted cash...................................................     --            (8)        441
               Receivables.......................................................    (1,918)    (5,373)      5,101
               Inventories.......................................................     2,126      3,291       1,150
               Other current assets..............................................       668       (423)       (383)
               Other assets......................................................      (393)       836         282
               Net increases (decreases) in liabilities:
                    Accounts payable.............................................    (1,050)     2,311     (10,055)
                    Accrued liabilities..........................................    (2,000)      (925)    (10,704)
                    Income taxes payable.........................................       115     (4,600)       (581)
                    Other long-term liabilities..................................       429        524       9,000
                                                                                    -------    -------    --------
     Net cash provided (used) by operating activities............................     3,371     (1,999)    (44,842)
                                                                                    -------    -------    --------
Cash flows from investing activities:
     Sales of assets and businesses (including releases of cash from escrow), and
       cash from Progressions settlement, recorded as a reduction to goodwill....       594      2,720       9,700
     Purchases of assets and businesses, net.....................................      (821)     --         (9,794)
     Purchases of property, plant and equipment..................................    (2,185)      (938)     (1,749)
     Sales of temporary investments, net.........................................        50      7,302      28,399
                                                                                    -------    -------    --------
     Net cash provided (used) by investing activities............................    (2,362)     9,084      26,556
                                                                                    -------    -------    --------
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                       25
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASH FLOWS -- (CONCLUDED)
 

<TABLE>
<CAPTION>
                                                                                      YEARS ENDED OCTOBER 31,
                                                                                   ------------------------------
                                                                                    1995       1994        1993
                                                                                   -------    -------    --------
                                                                                           (IN THOUSANDS)
 
<S>                                                                                <C>        <C>        <C>
Cash flows from financing activities:
     Payments associated with the Exchange Offer and Consent Solicitation
       including debt restructuring costs.......................................   $ --       $(5,416)   $  --
     Purchase of the Company's 10-5/8% Debentures...............................     --         --         (3,861)
     Proceeds from line of credit, net..........................................     1,025      --          --
     Net payments of notes payable and current long-term debt...................    (1,270)    (1,462)     (5,818)
     Proceeds from exercise of warrants and options.............................       123      --          --
                                                                                   -------    -------    --------
          Net cash used by financing activities.................................      (122)    (6,878)     (9,679)
                                                                                   -------    -------    --------
Net increase (decrease) in cash and cash equivalents............................       887        207     (27,965)
Cash and cash equivalents at beginning of year..................................    10,320     10,113      38,078
                                                                                   -------    -------    --------
Cash and cash equivalents at end of year........................................   $11,207    $10,320    $ 10,113
                                                                                   -------    -------    --------
                                                                                   -------    -------    --------
Supplemental disclosures of cash flow information:
     Cash paid for:
          Interest (net of amounts capitalized).................................   $ 4,755    $ 4,791    $  6,275
                                                                                   -------    -------    --------
                                                                                   -------    -------    --------
          Dividends on Preferred Stock..........................................   $ --       $    89    $  --
                                                                                   -------    -------    --------
                                                                                   -------    -------    --------
          Income taxes..........................................................   $   224    $   132    $     90
                                                                                   -------    -------    --------
                                                                                   -------    -------    --------
Supplemental schedule of noncash investing and financing activities:
     Paid-in-kind Senior Preferred Stock dividends..............................   $ --       $ --       $    320
                                                                                   -------    -------    --------
                                                                                   -------    -------    --------
</TABLE>

 
     In  January 1994, the Company issued $22,000,000 of 10% Senior Subordinated
Secured Notes due 2003 (the 'Notes')  and paid approximately $4,350,000 in  cash
(exclusive  of transaction costs)  in exchange for  approximately $30,000,000 of
Debentures. (See Note 11.)
 
     During 1993,  the  Company acquired  businesses  and entered  into  certain
licensing and distribution agreements. In connection with these acquisitions and
agreements, the Company assumed liabilities as follows:
 

<TABLE>
<CAPTION>
                                                                               YEAR ENDED
                                                                              OCTOBER 31,
                                                                                  1993
                                                                         ----------------------
                                                                             (IN THOUSANDS)
 
<S>                                                                      <C>
Fair value of assets and businesses acquired including capitalized
  costs...............................................................          $ 10,517
Cash paid.............................................................            (9,794)
                                                                              ----------
Liabilities assumed...................................................          $    723
                                                                              ----------
                                                                              ----------
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                       26


<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
GENERAL
 
     The Cooper Companies, Inc., (together with its subsidiaries, the 'Company')
develops,  manufactures and  markets healthcare  products, including  a range of
hard and soft daily, flexible and  extended wear contact lenses, and  diagnostic
and  surgical instruments. The Company also provides healthcare services through
the ownership of psychiatric facilities, and through May 1995, the management of
other such facilities.
 
PRINCIPLES OF CONSOLIDATION
 
     Intercompany transactions  and accounts  are eliminated  in  consolidation.
Certain reclassifications have been applied to prior years' financial statements
to  conform such  statements to the  current year's presentation.  None of these
reclassifications  had  any  impact  on  results  of  operations,  although  the
restatement  following the September 1995 one-for-three reverse stock split (see
Note 2) impacted previously reported earnings per share amounts and the  average
number of shares outstanding.
 
FOREIGN CURRENCY TRANSLATION
 
     Assets  and  liabilities of  the Company's  operations located  outside the
United States (primarily Canada) are translated at prevailing year-end rates  of
exchange. Related income and expense accounts are translated at weighted average
rates  for  each  year.  Gains  and losses  resulting  from  the  translation of
financial statements in foreign  currencies into U. S.  dollars are recorded  in
the equity section of the consolidated balance sheet. Gains and losses resulting
from  the impact  of changes  in exchange  rates on  transactions denominated in
foreign currencies are included in the  determination of net income or loss  for
each   period.  Foreign  exchange  gains  (losses)  included  in  the  Company's
consolidated statement of income for each  of the years ended October 31,  1995,
1994 and 1993 were ($130,000), $53,000 and ($550,000), respectively.
 
NET SALES OF PRODUCTS
 
     Net  sales  of  products  consists  primarily  of  sales  generated  by the
Company's  CooperVision,   Inc.  ('CVI')   and  CooperSurgical,   Inc.   ('CSI')
businesses.   The  Company  recognizes  revenue   when  risk  of  ownership  has
transferred to the buyer, with appropriate provisions for sales returns.
 
     With  respect  to  net  sales   of  products,  management  believes   trade
receivables do not include any concentrated groups of credit risk.
 
NET SERVICE REVENUE
 
     Net  service  revenue consists  primarily of  net patient  service revenue,
which is  based  on the  Hospital  Group  of America,  Inc.  ('HGA')  hospitals'
established billing rates less allowances and discounts principally for patients
covered by Medicare, Medicaid, Blue Cross, HMO's and other contractual programs.
Payments  under these  programs are based  on either predetermined  rates or the
cost of services. Settlements for retrospectively determined rates are estimated
in the  period the  related services  are rendered  and are  adjusted in  future
periods  as final settlements are  determined. Management believes that adequate
provision has  been  made  for  adjustments  that  may  result  from  the  final
determination  of  amounts earned  under these  programs.  In 1995,  the Company
received and  recognized revenue  of approximately  $2 million  associated  with
prior   year  cost   report  settlements.   Approximately  50%,   39%  and  25%,
respectively, of 1995, 1994 and 1993  net service revenue is from  participation
by hospitals in Medicare and Medicaid programs.
 
                                       27
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The  Company provides care  to indigent patients  who meet certain criteria
under its  charity  care policy  without  charge or  at  amounts less  than  its
established  rates. Because  the Company does  not pursue  collection of amounts
determined to qualify  as charity care,  they are not  reported as revenue.  The
Company  maintains records to identify and monitor  the level of charity care it
provides. These records include the amount of charges foregone for services  and
supplies  furnished  under its  charity care  policy.  Charges at  the Company's
established rates foregone for charity care provided by the Company amounted  to
$2,142,000,  $2,498,000 and  $3,220,000 for  1995, 1994  and 1993, respectively.
Hampton Hospital is required by its Certificate  of Need to incur not less  than
5% of total patient days as free care.
 
     With  respect to net service  revenue, receivables from government programs
represent the only concentrated group of  potential credit risk to the  Company.
Management  does not  believe that  there are  any credit  risks associated with
these governmental  agencies.  Negotiated  and private  receivables  consist  of
receivables  from  various  payors, including  individuals  involved  in diverse
activities, subject to differing economic  conditions, and do not represent  any
concentrated  credit risks  to the Company.  Furthermore, management continually
monitors and,  where indicated,  adjusts the  allowances associated  with  these
receivables.
 
CASH AND CASH EQUIVALENTS
 
     Cash  and cash equivalents  includes commercial paper  and other short-term
income producing securities with a maturity date at purchase of three months  or
less. These investments are readily convertible to cash, and are carried at cost
which approximates market.
 
INVENTORIES
 
     Inventories  are stated  at the  lower of  cost, determined  on a first-in,
first-out or average cost basis, or market.
 
     The components of inventories are as follows:
 

<TABLE>
<CAPTION>
                                                                                       OCTOBER 31,
                                                                                --------------------------
                                                                                   1995           1994
                                                                                -----------    -----------
                                                                                      (IN THOUSANDS)
 
<S>                                                                             <C>            <C>
Raw materials................................................................       $2,212       $ 3,197
Work-in-process..............................................................       1,114            973
Finished goods...............................................................       6,244          7,526
                                                                                -----------    -----------
                                                                                   $9,570        $11,696
                                                                                -----------    -----------
                                                                                -----------    -----------
</TABLE>

 
PROPERTY, PLANT AND EQUIPMENT AT COST
 

<TABLE>
<CAPTION>
                                                                                       OCTOBER 31,
                                                                                --------------------------
                                                                                   1995           1994
                                                                                -----------    -----------
                                                                                      (IN THOUSANDS)
 
<S>                                                                             <C>            <C>
Land and improvements........................................................     $ 1,360        $ 1,360
Buildings and improvements...................................................      34,005         33,391
Machinery and equipment......................................................      11,232         10,719
                                                                                -----------    -----------
                                                                                  $46,597        $45,470
                                                                                -----------    -----------
                                                                                -----------    -----------
</TABLE>

 
     Depreciation is computed on the straight-line method in amounts  sufficient
to  write-off depreciable  assets over  their estimated  useful lives. Leasehold
improvements are amortized over the shorter  of their estimated useful lives  or
the period of the related lease.
 
                                       28
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Depreciation  expense amounted to $2,704,000, $2,870,000 and $2,624,000 for
the years ended October 31, 1995, 1994 and 1993, respectively.
 
     Expenditures for maintenance and repairs are expensed; major  replacements,
renewals  and betterments are capitalized. The cost and accumulated depreciation
of depreciable assets retired or otherwise  disposed of are eliminated from  the
asset  and  accumulated  depreciation  accounts, and  any  gains  or  losses are
reflected in operations for the period.
 
AMORTIZATION OF INTANGIBLES
 
     Amortization is provided for on all intangible assets (primarily  goodwill,
which  represents the  excess of  purchase price over  fair value  of net assets
acquired) on  a  straight-line  basis  over  periods  of  up  to  thirty  years.
Accumulated  amortization  at  October  31, 1995  and  1994  was  $3,909,000 and
$2,916,000, respectively. The  Company assesses the  recoverability of  goodwill
and  other  long-lived assets  by determining  whether  the amortization  of the
related balance  over its  remaining life  can be  recovered through  reasonably
expected future cash flow.
 
RESTRICTED STOCK AND COMPENSATION EXPENSE
 
     Under  the Company's various  stock plans for  employees and directors (see
Note 12), certain directors, officers and key employees designated by the  Board
of Directors or a committee thereof have purchased, for par value, shares of the
Company's  common stock restricted as to  resale ('Restricted Shares') unless or
until certain  prescribed  objectives  are  met or  certain  events  occur.  The
difference  between market value and  par value of the  Restricted Shares on the
date of grant is recorded as unamortized restricted stock award compensation, an
equity account, and charged to operations as earned.
 
INCOME TAXES (SEE NOTE 10)
 
     Effective with  the  beginning of  fiscal  1994, the  Company  adopted  the
liability  method of accounting  for income taxes as  prescribed by Statement of
Financial Accounting  Standards No.  109, 'Accounting  for Income  Taxes'  ('FAS
109').  The liability method under  FAS 109 measures the  expected tax impact of
future taxable income or deductions resulting from temporary differences in  the
tax  and financial  reporting bases of  assets and liabilities  reflected in the
consolidated balance sheet. Deferred tax  assets and liabilities are  determined
using  the enacted tax rates  in effect for the  year in which these differences
are expected to reverse. Under  FAS 109, the effect  on deferred tax assets  and
liabilities of a change in tax rates is recognized in the period that the change
was  enacted. In 1993  and prior years,  the Company accounted  for income taxes
under Accounting Principles Board Opinion No. 11.
 
EARNINGS PER COMMON SHARE
 
     Net income (loss)  per common  share is  determined by  using the  weighted
average number of common shares and common share equivalents (stock warrants and
stock  options) outstanding during each  year (except where antidilutive). Fully
diluted net income  (loss) per  common share  is not  materially different  from
primary net income (loss) per common share.
 
NOTE 2. REVERSE COMMON STOCK SPLIT AND AUTHORIZED SHARE REDUCTION
 
     In  September  1995,  at  the  Annual  Stockholders  Meeting,  stockholders
approved a  1-for-3 reverse  split  of the  Company's  common stock.  Also,  the
stockholders approved an amendment to the Company's Certificate of Incorporation
to  decrease the number of  shares of common stock  authorized to be issued from
100 million to 20 million and the number of shares of preferred stock authorized
to be issued from 10 million to 1 million.
 
                                       29
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Except where noted to the contrary,  all share and per share data  included
in this annual report have been restated to reflect the reverse stock split.
 
NOTE 3. ACQUISITIONS AND DISPOSITIONS
 
ACQUISITIONS
 
     In  June  1995,  CSI  acquired  from  Blairden  Precision  Instruments  the
exclusive worldwide rights to  RUMI'tm'uterine manipulator injector and  related
products for $1,000,000. Payments of $800,000 have been made through October 31,
1995,  and the balance of $200,000 is due at the earlier of June 15, 1996 or the
date certain  contractual  milestones  are  met.  No  goodwill  arose  from  the
recording of this acquisition.
 
     On  April 1,  1993, CVI  acquired via a  purchase transaction  the stock of
CoastVision, Inc. ('CoastVision') for approximately $9,800,000 cash. CoastVision
manufactured and marketed  a range  of contact lens  products, primarily  custom
soft  toric  contact  lenses, which  are  designed to  correct  astigmatism. The
purchase of CoastVision expanded CooperVision's  customer base for its  existing
product  lines. CoastVision had net sales of $9,600,000 in its fiscal year ended
October 31, 1992. Excess cost over net assets acquired recorded on the  purchase
was $7,279,000, which is being amortized over 30 years.
 
DISPOSITIONS
 
     In  January  1994,  the Company's  Canadian  subsidiary,  CooperVision Inc.
('CooperVision Canada'),  sold its  EYEscrub'tm'  trademark for  $110,000  cash,
resulting in an $80,000 gain.
 
     On  February 12, 1993,  the Company sold its  EYEscrub'tm' product line for
$1,400,000 cash, which resulted in a $620,000 gain.
 
NOTE 4. DISCONTINUED OPERATIONS
 
     In 1993,  the Company  recorded a  charge of  $14,000,000 to  increase  the
Company's  accrual  (the 'Breast  Implant  Accrual') for  contingent liabilities
associated  with   breast  implant   litigation   involving  the   plastic   and
reconstructive  surgical  division  of  the  Company's  former  Cooper  Surgical
business  segment  ('Surgical')  which  was  sold  in  fiscal  1989  to  Medical
Engineering  Corporation ('MEC'),  a subsidiary of  Bristol-Myers Squibb Company
('Bristol-Myers'). The Breast Implant Accrual will be charged for payments  made
and to be made to MEC under the agreement reached in September 1993 with MEC and
Bristol-Myers,   which  limited  the  Company's  liability  for  breast  implant
litigation (the 'MEC Agreement') (see Note 14 for the schedule of payments),  as
well  as certain related charges.  In October 1993 the  Company made the initial
payment of $3,000,000 to MEC. At  October 31, 1995, the Company's balance  sheet
included   $6,250,000  of  the  Breast  Implant  Accrual  in  'other  noncurrent
liabilities' and  $1,500,000 in  accounts  payable (which  was  paid to  MEC  on
December  31, 1995) for  future payments to  MEC. The Company  also recorded, in
1993, a reversal of $343,000 of accruals no longer necessary related to  another
discontinued business.
 
     No  tax benefit was applied  against the above figures,  as the Company was
not profitable.
 
NOTE 5. EXTRAORDINARY ITEMS
 
     The extraordinary gain of $924,000, or $.09 per share, in 1993  represented
gains  on the Company's purchases of $4,846,000  principal amount of its 10 5/8%
Convertible Subordinated Reset Debentures due 2005 ('Debentures'). The purchases
were privately negotiated and executed at prevailing market prices.
 
                                       30
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 6. STOCKHOLDERS RIGHTS PLAN
 
     On October  29, 1987,  the Board  of Directors  of the  Company declared  a
dividend  distribution of one right for  each outstanding share of the Company's
common stock, par value $.10 per share (a 'Right'). Following the  effectiveness
of the one-for-three reverse stock split in September 1995, the number of Rights
associated  with each share of the Company's  common stock increased from one to
three. Each Right entitles the registered holder of an outstanding share of  the
Company's  common stock to initially purchase from the Company a unit consisting
of one one-hundredth of a share of Series A Junior Participating Preferred Stock
(a 'Unit'), par value $.10  per share, at a purchase  price of $60.00 per  Unit,
subject  to adjustment.  The Rights  are exercisable only  if a  person or group
acquires (an  'Acquiring Person'),  or generally  obtains the  right to  acquire
beneficial  ownership of 20% or more of the Company's common stock, or commences
a tender  or  exchange  offer  which  would  result  in  such  person  or  group
beneficially owning 30% or more of the Company's common stock.
 
     If, following the acquisition of 20% or more of the Company's common stock,
(i)  the Company  is the  surviving corporation  in a  merger with  an Acquiring
Person and its common stock is not changed, (ii) a person or entity becomes  the
beneficial  owner of  more than  30% of  the Company's  common stock,  except in
certain circumstances such  as through a  tender or exchange  offer for all  the
Company's  common stock which the  Board of Directors determines  to be fair and
otherwise in the best  interests of the Company  and its stockholders, (iii)  an
Acquiring  Person engages in certain self-dealing  transactions or (iv) an event
occurs which  results  in  such  Acquiring  Person's  ownership  interest  being
increased  by more  than 1%,  each holder  of a  Right, other  than an Acquiring
Person, will thereafter have the right to receive, upon exercise, the  Company's
common  stock (or, in certain circumstances,  cash, property or other securities
of the Company)  having a value  equal to two  times the exercise  price of  the
Right.
 
     Under  certain circumstances, if (i) the Company is acquired in a merger or
other business combination transaction in which the Company is not the surviving
corporation, unless (a) the transaction  occurs pursuant to a transaction  which
the  Board of Directors determines  to be fair and in  the best interests of the
Company and its stockholders (b) the price per share of common stock offered  in
the transaction is not less than the price per share of common stock paid to all
holders pursuant to the tender or exchange offer, and (c) the consideration used
in  the transaction is the same as that  paid pursuant to the offer, or (ii) 50%
or more of the Company's  assets or earning power  is sold or transferred,  each
holder  of a Right,  other than an  Acquiring Person, shall  thereafter have the
right to receive, upon exercise, common stock of the acquiring company having  a
value equal to two times the exercise price of the Right.
 
     At any time until the close of business on the tenth day following a public
announcement  that an Acquiring  Person has acquired,  or generally obtained the
right to acquire, beneficial  ownership of 20% or  more of the Company's  common
stock, the Company will generally be entitled to redeem the Rights in whole, but
not  in part,  at a  price of $.05  per Right.  After the  redemption period has
expired, the Company's  right of redemption  may be reinstated  if an  Acquiring
Person reduces his beneficial ownership to 10% or less of the outstanding shares
of  common stock in  a transaction or  series of transactions  not involving the
Company.
 
     Until a  Right is  exercised, the  holder thereof,  as such,  will have  no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. The Rights expire on October 29, 1997.
 
     In  June 1993, the Board of Directors amended the Rights Agreement dated as
of October 29, 1987, between the Company and The First National Bank of  Boston,
as  Rights Agent, so that Cooper Life  Sciences, Inc. ('CLS') and its affiliates
and associates  as  of  the  amendment  date  would  not  be  Acquiring  Persons
thereunder  as a result  of CLS's beneficial  ownership of more  than 20% of the
outstanding common stock of the Company by  reason of its ownership of Series  B
Preferred Stock or common stock issued upon conversion thereof. In January 1995,
the  Rights Agreement was further amended to provide that any person who becomes
the beneficial owner of 10% or more, but not more
 
                                       31
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
than 30%, of the outstanding common stock  of CLS, and is, therefore, deemed  to
be the beneficial owner of the shares of common stock of the Company held by CLS
would  not be an Acquiring  Person, provided that such  person is not otherwise,
and does not  thereafter become, the  beneficial owner  of more than  1% of  the
Company's outstanding common stock. (See 'Agreements With CLS' in Note 15.)
 
NOTE 7. SETTLEMENT OF DISPUTES, NET
 
     In  1995, the Company recorded a charge of $5,551,000 for the settlement of
a dispute with the Hampton Medical  Group, P.A. The charge was partially  offset
by  the  favorable impact  of  settlements regarding  a  refund of  $915,000 for
directors and officers insurance  premiums and disgorgement  of $648,000 from  a
former  officer of the Company. In addition, in April 1995, HGA and Progressions
Health Systems, Inc.  entered into  the purchase price  agreement which  settled
cross  claims between the  parties related to  purchase price adjustments (which
were credited  to goodwill)  and other  disputes and  provided for  a series  of
payments   to  be  made  to  HGA.  Pursuant  to  this  agreement,  HGA  received
approximately  $853,000  in  1995,  $421,000  of  which  has  been  credited  to
Settlement of Disputes, Net.
 
     In  1994, the Company recorded the following items related to settlement of
disputes:
 
           A credit of  $850,000 following receipt  of funds by  the Company  to
           settle  certain claims  made by  the Company  associated with  a real
           estate transaction.
 
           A charge of  $5,800,000, which represents  the Company's estimate  of
           costs  required  to  settle  certain  disputes  and  other litigation
           matters including $3,450,000 associated with the criminal  conviction
           and related SEC enforcement action. (See Note 14.)
 
     The  Company and  CLS entered into  a settlement agreement,  dated June 14,
1993, pursuant to which  CLS delivered a general  release of claims against  the
Company,  subject to  exceptions for specified  ongoing contractual obligations,
and agreed to certain restrictions on  its acquisitions, 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 common stock  of CLS  owned by  the
Company  and  a  general  release  of claims  against  CLS,  subject  to similar
exceptions. See Note 15 for a discussion of the settlement terms. The cash  paid
and  fair value  of CLS  shares returned  to CLS  were charged  to the Company's
statement of operations  for 1993 as  settlement of disputes.  In addition,  the
Company charged another $1,500,000 for certain other disputes.
 
NOTE 8. COSTS ASSOCIATED WITH RESTRUCTURING OPERATIONS
 
     In  1995, the Company recorded $1,480,000 of restructuring costs to provide
for costs primarily associated  with the closure  of facilities, with  attendant
reductions  in personnel, in the Company's CVP, CSI and corporate operations and
downsizing HGA  headquarters.  Approximately  85% of  the  $1,480,000  provision
related  to severance benefits  accrued for 16  employees. The balance primarily
reflected provisions  for unproductive  assets. In  1993, the  Company  recorded
$451,000  of restructuring costs for consolidation of CSI facilities and related
reorganization and relocation costs.
 
NOTE 9. PREFERRED STOCK
 
     On June  14, 1993,  the Company  acquired  from CLS  all of  the  remaining
outstanding  shares of  the Company's Senior  Exchangeable Redeemable Restricted
Voting Preferred Stock ('SERPS'), having an aggregate liquidation preference  of
$16,060,000, together with all rights to any dividends or distributions thereon,
in  exchange  for  shares  of  Series  B  Preferred  Stock  having  an aggregate
liquidation preference of $3,450,000 and a par value of $.10 per share. The  345
shares of the Series B Preferred Stock, and any shares of the Series B Preferred
Stock  issued as dividends, were  convertible into one share  of common stock of
the Company  for each  $3.00  of liquidation  preference, subject  to  customary
antidilution adjustments. The Company also had the right to compel conversion of
the  Series B Preferred Stock  at any time after the  market price of the common
stock on its principal trading market averaged at least
 
                                       32
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
$4.125 for 90 consecutive calendar days and closed at not less than $4.125 on at
least 80% of the trading days during such period.
 
     On  September  26,  1994,  the   Company's  common  stock  met  the   above
requirements,  and the  Series B  Preferred Stock  was converted  into 1,150,000
shares (see Note 2) of the Company's common stock.
 
     During 1994 the Company paid $89,000  or $258.90 per share in dividends  on
the Series B Preferred Stock.
 
NOTE 10. INCOME TAXES
 
     The  income  tax  provision  (benefit)  in  the  statement  of consolidated
operations is related solely to current state provisions (benefits).
 
     A reconciliation of the provision for (benefit of) income taxes included in
the Company's statement of  consolidated operations and  the amount computed  by
applying the federal income tax rate to income (loss) from continuing operations
before extraordinary items and income taxes follows:
 

<TABLE>
<CAPTION>
                                                                            YEAR ENDED OCTOBER 31,
                                                                        ------------------------------
                                                                        1995       1994         1993
                                                                        -----     -------     --------
                                                                                (IN THOUSANDS)
 
<S>                                                                     <C>       <C>         <C>
Computed expected provision for (benefit of) taxes..................    $  78     $(3,161)    $(11,443)
Increase (decrease) in taxes resulting from:
     Income outside the United States operations, subject to
       different tax rates..........................................      132         (65)        (186)
     Amortization of intangibles....................................      185         185          148
     State taxes, net of federal income tax benefit.................       76         264          275
     Reversal of prior years' estimated tax liabilities no longer
       required.....................................................     (200)     (5,000)       --
     Amortization of restricted stock compensation..................     --           (31)         335
     Net operating losses for which no tax benefit was recognized...     --         3,293       11,546
     Interest expense related to original issue discount............     (100)       (100)       --
     Other, net.....................................................      (56)         15         (258)
                                                                        -----     -------     --------
Actual provision for (benefit of) income taxes......................    $ 115     $(4,600)    $    417
                                                                        -----     -------     --------
                                                                        -----     -------     --------
</TABLE>

 
                                       33
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The  tax effects  of temporary  differences that  give rise  to significant
portions of the deferred tax assets and deferred tax liabilities are as follows:
 

<TABLE>
<CAPTION>
                                                                                       OCTOBER 31,
                                                                                   --------------------
                                                                                    1995         1994
                                                                                   -------     --------
                                                                                      (IN THOUSANDS)
 
<S>                                                                                <C>         <C>
Deferred Tax Assets:
     Accounts receivable, principally due to allowances for doubtful accounts...   $ 1,138     $    886
     Inventories, principally due to obsolescence reserves......................       871          675
     Investments, principally due to unrealized losses and other reserves.......        73          112
     Accrued liabilities, principally due to litigation reserves and
       compensation accruals....................................................     4,868        4,571
     Deferred income, principally due to the debenture exchange.................     1,258        1,199
     Net operating loss carryforwards...........................................    81,871       83,417
     Capital loss carryforwards.................................................     2,428        --
     Tax credit carryforwards...................................................     2,560        2,455
     Other......................................................................       490          259
                                                                                   -------     --------
          Total gross deferred tax assets.......................................    95,557       93,574
          Less valuation allowance..............................................   (88,755)     (87,175)
                                                                                   -------     --------
          Net deferred tax assets...............................................     6,802        6,399
                                                                                   -------     --------
Deferred Tax Liabilities:
     Plant and equipment, principally due to purchase accounting requirements...    (6,507)      (6,037)
     Other, principally due to differences in accounting methods for financial
       and tax purposes.........................................................      (295)        (362)
                                                                                   -------     --------
          Total gross deferred tax liabilities..................................    (6,802)      (6,399)
                                                                                   -------     --------
          Net deferred tax assets...............................................   $ --        $  --
                                                                                   -------     --------
                                                                                   -------     --------
</TABLE>

 
     The net change in the total valuation allowance for the years ended October
31, 1995 and 1994 was an increase of $1,580,000 and $2,327,000, respectively.
 
     Subsequently recognized tax  benefits relating to  the valuation  allowance
for deferred tax assets as of October 31, 1995 will be allocated as follows:
 

<TABLE>
<CAPTION>
                                                                             (IN
                                                                         THOUSANDS)
 
<S>                                                                     <C>
Income tax benefit that would be reported in the consolidated
  statement of income................................................      $87,264
Goodwill and other noncurrent intangible assets......................        1,491
                                                                        -------------
                                                                           $88,755
                                                                        -------------
                                                                        -------------
</TABLE>

 
                                       34
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     At  October 31, 1995 the Company had  capital loss, net operating loss, and
tax credit carryforwards for federal tax purposes expiring as follows:
 

<TABLE>
<CAPTION>
 YEAR OF                                                     CAPITAL    OPERATING      TAX
EXPIRATION                                                   LOSSES      LOSSES      CREDITS
- ----------                                                   -------    ---------    -------
                                                                     (IN THOUSANDS)
 
<S>                                                          <C>        <C>          <C>
   1998      .............................................   $ 5,925    $  --        $ --
   1999      .............................................     1,216        6,745        867
   2000      .............................................     --             725      1,132
   2001      .............................................     --          70,473        202
   2002      .............................................     --          27,326         29
   2003      .............................................     --           1,378        330
   2004      .............................................     --          22,241      --
   2005      .............................................     --          11,006      --
   2006      .............................................     --          22,265      --
   2007      .............................................     --          22,155      --
   2008      .............................................     --          49,535      --
   2009      .............................................     --           6,553      --
   2010      .............................................     --             396      --
                                                             -------    ---------    -------
                                                             $ 7,141    $ 240,798    $ 2,560
                                                             -------    ---------    -------
                                                             -------    ---------    -------
</TABLE>

 
NOTE 11. LONG-TERM DEBT
 
     Long-term debt consists of the following:
 

<TABLE>
<CAPTION>
                                                                    OCTOBER 31,
                                                                -------------------
                                                                 1995        1994
                                                                -------     -------
                                                                  (IN THOUSANDS)
<S>                                                             <C>         <C>
10% Senior Subordinated Secured Notes due 2003 ('Notes').....   $24,816     $25,410
10 5/8% Convertible Subordinated Reset Debentures due 2005
  ('Debentures').............................................     9,215       9,210
Bank term loan ('HGA Term Loan').............................     9,889      10,556
Industrial Revenue Bonds ('HGA IRB').........................     1,458       2,000
Capitalized leases, interest rates from 11.5% to 13.0%
  maturing 1997..............................................       302         461
                                                                -------     -------
                                                                 45,680      47,637
Less current installments....................................     2,190       1,453
                                                                -------     -------
                                                                $43,490     $46,184
                                                                -------     -------
                                                                -------     -------
</TABLE>

 
     Aggregate annual maturities,  including current installments,  for each  of
the five years subsequent to October 31, 1995 are as follows:
 

<TABLE>
<CAPTION>
                                                   (IN THOUSANDS)
 
<S>                                                <C>
1996............................................       $2,190
1997............................................       $9,323
1998............................................          127
1999............................................            9
2000............................................       --
</TABLE>

 
     In  January  1994,  the Company  completed  an Exchange  Offer  and Consent
Solicitation, pursuant  to which  the Company  issued approximately  $22,000,000
aggregate  principal amount of  Notes and paid  approximately $4,350,000 in cash
($725 principal  amount of  Notes and  $145 in  cash for  each $1,000  principal
amount  of  Debentures)  in  exchange  for  approximately  $30,000,000 aggregate
principal amount
 
                                       35
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
of  its  Debentures  (out  of   $39,384,000  aggregate  principal  amount   then
outstanding).  $9,290,000  aggregate  principal  amount  of  Debentures  remains
outstanding.
 
     In connection with the Exchange Offer and Consent Solicitation, the Company
amended the indenture governing the Debentures (the 'Indenture') to, among other
things, eliminate a  covenant, with  which the  Company was  not in  compliance,
requiring  the Company to repurchase Debentures.  The amendment also reduced the
conversion price at  which holders  may convert  Debentures into  shares of  the
Company's  common stock from  $82.35 to $15.00 per  share, subject to adjustment
under certain conditions to  prevent dilution to the  holders. The Company  also
obtained  a waiver (the 'Waiver') of any  and all Defaults and Events of Default
(as such terms are defined in the Indenture) that occurred or may have  occurred
prior to the expiration of the Exchange Offer and Consent Solicitation.
 
     The Exchange Offer and Consent Solicitation was accounted for in accordance
with  Statement of Financial Accounting Standards  No. 15 'Accounting by Debtors
and Creditors for  Troubled Debt Restructurings.'  Consequently, the  difference
between  the carrying value of  the Debentures exchanged less  the face value of
the Notes issued and the aggregate cash payment for the Debentures was  recorded
as a deferred premium aggregating approximately $4,000,000 as of the date of the
Exchange.  The Company is recognizing  the benefit of the  deferred premium as a
reduction to the  effective interest  rate on  the Notes  over the  life of  the
issue.  In addition, the Company  recorded a charge of  $2,131,000 in the fourth
quarter of fiscal 1993 and an additional  charge of $340,000 in fiscal 1994  for
costs  related to  the Exchange Offer  and Consent  Solicitation. The Debentures
mature on March 1, 2005, with  interest payments due semi-annually each March  1
and September 1.
 
     The  Notes mature  on June 1,  2003. Interest  at 10% per  annum is payable
quarterly on each March  1, June 1,  September 1 and December  1. The Notes  are
redeemable  solely at  the option of  the Company, in  whole or in  part, at any
time, at a redemption  price equal to 100%  of their principal amount,  together
with  accrued and unpaid interest thereon to the redemption date. The Company is
not required  to effect  any  mandatory redemptions  or  make any  sinking  fund
payments  with respect to the Notes, except  in connection with certain sales or
other dispositions of, or certain financings secured by, the collateral securing
the Notes. Pursuant to a pledge agreement  dated as of January 6, 1994,  between
the  Company  and the  trustee for  the holders  of the  Notes, the  Company has
pledged a  first priority  security interest  in  all of  its right,  title  and
interest  in stock  of its  subsidiaries HGA and  CSI, all  additional shares of
stock of, or other equity interests in HGA and CSI from time to time acquired by
the Company, all intercompany indebtedness of HGA and CSI from time to time held
by the Company, except as  set forth in the  indenture governing the Notes,  and
the  proceeds  received  from the  sale  or disposition  of  any or  all  of the
foregoing.
 
     The Debentures  and the  Notes each  contain various  covenants,  including
limitations   on  incurrence  and  ranking  of  indebtedness,  payment  of  cash
dividends, acquisition  of  the Company's  common  stock and  transactions  with
affiliates.
 
HGA DEBT
 
     Substantially  all of the property and equipment and accounts receivable of
HGA collateralize its outstanding debt. The HGA Term Loan carries interest at  4
percentage  points over the prime interest rate,  with a floor of 12% per annum.
The rate  in effect  at October  31,  1995 was  12.75%. Interest  and  principal
payments  on the HGA Term Loan are due  monthly through August 1997. The HGA IRB
carries interest at 85%  of prime, or approximately  7.44% per annum at  October
31,  1995. Interest and  principal payments on  the HGA IRB  are due monthly and
holders have  elected their  right  to accelerate  all payments  of  outstanding
principal  at December  31, 1995.  The HGA  IRB of  $1,336,000 was  paid and the
amount was rolled  into the HGA  Term Loan due  August 1997. The  HGA Term  Loan
contains and the HGA IRB contained covenants including the maintenance by HGA of
certain  ratios  and levels  of net  worth  (as defined),  capital expenditures,
interest and  debt  payments,  as  well  as  restrictions  on  payment  of  cash
dividends.
 
                                       36
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
LOAN AND SECURITY AGREEMENT
 
     In September 1994, CVI entered into a Loan and Security Agreement ('Line of
Credit')  with a  commercial lender  providing for  revolving advances  of up to
$8,000,000. On October 31,  1995 the balance outstanding  on the line of  credit
was  $1,025,000.  Advances under  the  Line of  Credit  bear interest  at  2 1/2
percentage points above the  highest most recently announced  prime rate of  the
three  financial institutions of national repute  named in the agreement, with a
floor of 8.5% per annum. The rate in  effect at October 31, 1995 was 11.25%  per
annum.  CVI agreed to the payment of various fees and minimum annual interest of
$150,000. The aggregate amount of advances under the agreement is capped at  the
lesser  of $8,000,000, or  a percentage of CVI's  levels of eligible receivables
and inventory as  defined in  the agreement (approximately  $5,900,000 in  total
line availability at October 31, 1995) and is collateralized by virtually all of
the assets of CVI.
 
     The Line of Credit provides that CVI (provided that no Event of Default, as
defined,  has occurred and is continuing) may make loans, advances, investments,
capital contributions and distributions to the Company, and pay management  fees
to  the Company, so long as the total amount of all such amounts does not exceed
an amount equal to the sum of (i)  75% of CVI's Tangible Net Worth, as  defined,
on  the closing date, plus  (ii) all amounts in  excess of required increases in
CVI's Tangible Net Worth for each fiscal year ending after October 31, 1994.  On
the closing date, CVI's Tangible Net Worth was $11,480,000. At October 31, 1995,
CVI  had Tangible Net Worth of  $9,492,000, of which $6,142,000 was unrestricted
under the terms of the Loan and Security Agreement.
 
     The Line of Credit contains various covenants, including the maintenance of
certain ratios and  levels of  net worth  (as defined),  limitations on  capital
expenditures  and incurrence  of indebtedness  as well  as limitations regarding
change in control and transactions with affiliates.
 
     In connection with the  Line of Credit, the  Company guaranteed all of  the
obligations  under the  HGA Term  Loan and CVI's  obligations under  the Line of
Credit and the Company pledged all of the outstanding stock of CVI as collateral
for the HGA Term Loan guaranty.
 
UNAMORTIZED BOND DISCOUNT AND DEFERRED PREMIUM
 
     The difference between the carrying amount and the principal amount of  the
Company's  Debentures represents unamortized discount  which is being charged to
expense over  the life  of the  issue. As  of October  31, 1995,  the amount  of
unamortized discount was approximately $75,000.
 
     The  carrying value of the Debentures exchanged  less the face value of the
Notes issued and the aggregate cash payment for the Debentures was recorded as a
deferred premium. The Company is recognizing the benefit of the deferred premium
as a reduction to the effective interest rate on the Notes over the life of  the
issue.  As of October 31,  1995, the amount of  the unamortized deferred premium
was $2,873,000.
 
NOTE 12. EMPLOYEE STOCK PLANS
 
1988 LONG-TERM INCENTIVE PLAN ('LTIP')
 
     The LTIP is a vehicle for the  Company to attract, retain and motivate  key
employees  and consultants to  the Company and  its subsidiaries and affiliates,
who are directly linked  to the profitability of  the Company and to  increasing
stockholder value.
 
     The LTIP authorizes a committee consisting of three or more individuals not
eligible  to  participate in  the LTIP  or,  if no  committee is  appointed, the
Company's Board of Directors, to grant  to eligible individuals during a  period
of  ten years from September 15, 1988, stock options, stock appreciation rights,
restricted stock, deferred stock, stock purchase rights, phantom stock units and
long-term performance awards for up to 2,125,570 shares of common stock, subject
to adjustment for future stock
 
                                       37
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
splits, stock  dividends, expirations,  forfeitures and  similar events.  As  of
October  31, 1995, 903,868  shares remained available under  the LTIP for future
grants.
 
     As of  August  1, 1993,  there  were  outstanding options  to  purchase  an
aggregate  of 367,500  shares of common  stock granted to,  and not subsequently
forfeited by, optionholders at exercise prices ranging from $2.07 to $12.75. The
Company offered  each  employee who  held  options  granted under  the  LTIP  an
opportunity  to  exchange  those  options for  a  smaller  number  of substitute
options. Each new option is exercisable at $1.68 per share. The number of shares
each employee was entitled to purchase  pursuant to such option was computed  by
an  independent  nationally  recognized compensation  consulting  firm  using an
option exchange ratio derived under the Black-Scholes option pricing model. Each
person who elected  to participate in  the option exchange  program received  an
option to purchase an individually calculated percentage ranging from 21% to 70%
of  the shares such person was originally  entitled to purchase. A percentage of
the new  option, equal  to the  percentage of  the outstanding  option that  was
already  exercisable,  was  immediately exercisable,  and  the  remainder became
exercisable in 1994  in 25%  tranches when the  trading price  of the  Company's
common  stock over 30  days averaged, $3.00,  $4.50, $6.00 and  $7.50 per share,
respectively. The option exchange program provided optionholders the opportunity
to exchange options  with exercise  prices well in  excess of  the then  current
market  price of  the Company's  common stock  with a  lesser number  of options
exercisable at a price that,  while still above the  then price, was lower  than
the  exercise price on  the surrendered options.  Under the terms  of the option
exchange offer, each  person who elected  to participate waived  the vesting  of
options  that otherwise would have resulted from  the Change in Control (as such
term is  defined in  the  LTIP) that  occurred  when stockholders  approved  the
conversion  rights of the Series  B Preferred Stock on  September 14, 1993. (See
Note 9.)
 
1990 NON-EMPLOYEE DIRECTORS RESTRICTED STOCK PLAN ('NEDRSP')
 
     Under the terms of  the NEDRSP, upon joining  the Board of Directors,  each
director  of the Company who is  not also an employee of  or a consultant to the
Company or any subsidiary  of the Company  ('Non-Employee Director') is  granted
the  right to purchase, for $.10 per share, 1,666 shares of the Company's common
stock, subject to restrictions, which can be lifted either upon the fair  market
value  of  the Company's  common  stock achieving  stated  targets, or  upon the
passage of a  stated period of  time, typically 9  1/2 years after  the date  of
grant.  A  total of  33,333  shares of  such  common stock  were  authorized and
reserved for  issuance  under the  NEDRSP.  Shares which  are  forfeited  become
available for new awards under such plan. At October 31, 1995, there were 15,000
shares  of  the Company's  common stock  available for  future grants  under the
NEDRSP. Upon  approval by  the  Company's stockholders  of  the 1996  Long  Term
Incentive  Plan for Non-Employee Directors, which is described below, the NEDRSP
will terminate.
 
     Transactions involving the  grant of  options or restricted  shares of  the
Company's common stock in connection with the LTIP and NEDRSP during each of the
years in the three year period ended October 31, 1995 are summarized below.
 
     Options  issued and  outstanding have option  prices ranging  from $1.68 to
$11.25 per share.
 
                                       38
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 

<TABLE>
<CAPTION>
                                                                          NUMBER OF SHARES
                                                                         -------------------
                                                                           LTIP       NEDRSP
                                                                         ---------    ------
 
<S>                                                                      <C>          <C>
1995
Balance at beginning of year..........................................     977,078    18,333
Options granted.......................................................     131,111     --
Options forfeited.....................................................     (62,683)    --
Restricted shares granted.............................................     176,196     --
                                                                         ---------    ------
Balance at end of year................................................   1,221,702    18,333
                                                                         ---------    ------
                                                                         ---------    ------
Consisting of:
     Options issued but not exercisable...............................     250,191     --
     Options issued and exercisable...................................      78,650     --
     Options exercised at $1.68 to $2.07 per share....................       6,226     --
     Restricted shares issued with restrictions in force..............      91,659     --
     Restricted shares issued with restrictions removed...............     794,976    18,333
                                                                         ---------    ------
                                                                         1,221,702    18,333
                                                                         ---------    ------
                                                                         ---------    ------
</TABLE>

 

<TABLE>
<CAPTION>
                                                                           NUMBER OF SHARES
                                                                           -----------------
                                                                            LTIP      NEDRSP
                                                                           -------    ------
 
<S>                                                                        <C>        <C>
1994
Balance at beginning of year............................................   789,265    18,333
Options granted.........................................................   136,667     --
Options forfeited.......................................................   (48,113)    --
Restricted shares granted...............................................    99,259     --
                                                                           -------    ------
Balance at end of year..................................................   977,078    18,333
                                                                           -------    ------
                                                                           -------    ------
Consisting of:
     Options issued but not exercisable.................................   195,552     --
     Options issued and exercisable.....................................    70,004     --
     Options exercised at $1.68 per share...............................     1,073     --
     Restricted shares issued with restrictions in force................    54,444     --
     Restricted shares issued with restrictions removed.................   656,005    18,333
                                                                           -------    ------
                                                                           977,078    18,333
                                                                           -------    ------
                                                                           -------    ------
</TABLE>

 
                                       39
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 

<TABLE>
<CAPTION>
                                                                          NUMBER OF SHARES
                                                                         -------------------
                                                                           LTIP       NEDRSP
                                                                         ---------    ------
 
<S>                                                                      <C>          <C>
1993
Balance at beginning of year..........................................     935,173    11,666
Options granted.......................................................     206,666     --
Options forfeited.....................................................    (320,696)    --
Restricted shares granted.............................................      41,666    6,667
Restricted shares purchased by the Company............................     (65,544)    --
Restricted shares forfeited...........................................      (8,000)    --
                                                                         ---------    ------
Balance at end of year................................................     789,265    18,333
                                                                         ---------    ------
                                                                         ---------    ------
Consisting of:
     Options issued but not exercisable...............................     173,090     --
     Options issued and exercisable...................................       4,986     --
     Restricted shares issued with restrictions in force..............      60,870    1,666
     Restricted shares issued with restrictions removed...............     550,319    16,667
                                                                         ---------    ------
                                                                           789,265    18,333
                                                                         ---------    ------
                                                                         ---------    ------
</TABLE>

 
     The excess  of  market  value  over  $.10 per  share  of  LTIP  and  NEDRSP
restricted  shares  on  respective  dates  of  grant  is  initially  recorded as
unamortized  restricted  stock  award  compensation,  a  separate  component  of
stockholders'  equity and charged to operations as earned. Restricted shares and
other stock compensation charged  against income from  operations for the  years
ended  October  31,  1995,  1994  and 1993  was  none,  $55,000  and $1,084,000,
respectively.
 
1996 LONG-TERM INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
 
     On December  12, 1995  the Board  of  Directors of  the Company  adopted  a
proposal to reduce the annual cash stipend paid to Non-Employee Directors and to
award  grants of  restricted stock  and options  annually at  the start  of each
fiscal year. Specifically, each Non-Employee Director will be awarded the  right
to purchase stock worth  $7,500 each year (or $9,375 in the case of the Chairman
of  the  Board  who  is  a  Non-Employee  Director)  and be granted an option to
purchase  5,000  shares  of  the Company's common stock in fiscal 1996 and 3,333
shares  in  each  subsequent  fiscal  year (or, in the case of a Chairman of the
Board  who  is  a  Non-Employee  Director, 6,250 shares in fiscal 1996 and 4,167
shares  in  each subsequent fiscal year) through fiscal 2000. A total of 215,000
shares of the Company's  authorized but unissued common stock have been reserved
for  issuance  under  the  plan. Final adoption of the plan requires stockholder
approval,  which  will  be  sought  at  the  1996 Annual Meeting of Stockholders
scheduled to be held in March 1996.
 
PRIOR STOCK OPTION PLANS
 
     Prior to the September 15, 1988 implementation of the LTIP, the Company had
two  stock option  plans (the  'Stock Option Plans').  With the  adoption of the
LTIP, all authorized but  unallocated shares of stock  reserved under the  Stock
Option  Plans (options for approximately 143,500  shares of the Company's common
stock) were transferred  to the  LTIP. No further  grants are  allowed from  the
Stock  Option Plans,  although previously existing  grants remain  in effect. On
October 31, 1995,  there were 7,483  outstanding shares with  option prices  per
share ranging from $48.39 - $59.25.
 
                                       40
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 13. EMPLOYEE BENEFITS
 
THE COMPANY'S RETIREMENT INCOME PLAN
 
     The  Company sponsors a defined benefit Retirement Income Plan which covers
substantially all  full-time  United  States  employees  of  CVI,  CVP  and  the
Company's  Corporate Headquarters.  The Company's contributions  are designed to
fund normal cost on a current basis and to fund over thirty years the  estimated
prior  service cost of benefit improvements  (fifteen years for annual gains and
losses). The unit credit actuarial cost  method is used to determine the  annual
cost.  The Company pays  the entire cost  of the Retirement  Plan and funds such
costs as they accrue. Virtually all of  the assets of the Plan are comprised  of
participations in equity and fixed income funds.
 
     Net periodic pension cost of the Plan was as follows:

<TABLE>
<CAPTION>
                                                                         YEARS ENDED OCTOBER 31,
                                             -----------------------------------------------------------------------------
                                                      1995                       1994                       1993
                                             -----------------------    -----------------------    -----------------------
                                                                             (IN THOUSANDS)
 
<S>                                           <C>                        <C>                        <C>
Service cost................................           $ 188                      $ 173                      $ 180
Interest cost...............................             521                        479                        453
Actual return on assets.....................            (982)                      (531)                      (628)
Net amortization and deferral...............             491                          2                        176
                                                      ------                     ------                     ------
       Net periodic pension cost............           $ 218                      $ 123                      $ 181
                                                      ------                     ------                     ------
                                                      ------                     ------                     ------
 
</TABLE>

 
     The  actuarial present value  of benefit obligations  and funded status for
the Plan was as follows:
 

<TABLE>
<CAPTION>
                                                                                OCTOBER 31,
                                                                              ----------------
                                                                               1995      1994
                                                                              ------    ------
                                                                               (IN THOUSANDS)
 
<S>                                                                           <C>       <C>
Vested benefit obligation..................................................   $7,250    $5,861
Non-vested benefit obligation..............................................       77        84
                                                                              ------    ------
     Accumulated benefit obligation........................................    7,327     5,945
Projected compensation increases...........................................      825       546
                                                                              ------    ------
     Projected benefit obligation..........................................    8,152     6,491
Fair value of plan assets..................................................    6,545     5,828
                                                                              ------    ------
Projected benefit obligation in excess of assets...........................    1,607       663
Add (Deduct):
     Unrecognized net gain (loss)..........................................     (386)      379
     Prior service cost remaining to be amortized, including unrecognized
       net asset...........................................................     (439)     (465)
                                                                              ------    ------
Pension liability recognized...............................................   $  782    $  577
                                                                              ------    ------
                                                                              ------    ------
</TABLE>

 
     Assumptions used  in  developing the  projected  benefit obligation  as  of
October 31 were:
 

<TABLE>
<CAPTION>
                                                                                 1995    1994
                                                                                 ----    ----
 
<S>                                                                              <C>     <C>
Assumptions:
     Discount rate on plan liabilities........................................    7.5%    8.0%
     Long-range rate of return on plan assets.................................    9.0%    9.0%
     Salary increase rate.....................................................    6.0%    6.0%
</TABLE>

 
THE COMPANY'S 401(K) SAVINGS PLAN
 
     The Company's 401(k) Savings Plan provides for the deferral of compensation
as described in the Internal Revenue Code, and is available to substantially all
full-time  United  States  employees  of  the  Company.  United  States resident
employees  of   the   Company  who   participate   in  the   401(k)   Plan   may
 
                                       41
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
elect  to have from  2% to 10% of  their pre-tax salary or  wages, (but not more
than $5,000  for  highly compensated  employees)  for the  calendar  year  ended
December  31, 1995, deferred and contributed  to the trust established under the
401(k) Plan. The  Company's contribution to  the 401(k) Plan  on account of  the
Company's  participating  employees,  net of  forfeiture  credits,  was $95,000,
$80,000 and  $90,000  for the  years  ended October  31,  1995, 1994  and  1993,
respectively.
 
THE COMPANY'S INCENTIVE PAYMENT PLAN
 
     The Company's Incentive Payment Plan is available to officers and other key
executives. Participants may, in certain years, receive bonuses based on Company
and  subsidiary performance. Total  payments earned for  the years ended October
31, 1995, 1994 and 1993, were approximately $1,504,000, $1,296,000 and $439,000,
respectively.
 
THE COMPANY'S TURN-AROUND INCENTIVE PLAN
 
     The Company's Turn-Around Incentive Plan  ('TIP') was adopted by the  Board
of  Directors in May 1993.  The TIP was adopted,  upon the recommendation of the
Company's independent compensation consultants, to recognize the special efforts
of certain  individuals in  guiding  the Company  through  a resolution  of  its
difficulties  arising from  its then  current capital  structure and  its former
ownership of companies that manufactured and distributed breast implants.
 
     The TIP provided  for awards in  varying amounts to  be made to  designated
participants.  Before any awards could become  payable, however, the Company had
to significantly reduce its  liabilities relating to  the former breast  implant
business  to  levels approved  by the  Board of  Directors, which  condition was
satisfied when the MEC Agreement became final  on January 6, 1994 (see Note  4).
Upon satisfaction of such condition, one-third of the award was payable when the
average  per share price of  the Company's common stock  over a period of thirty
days equaled  or  exceeded $4.50  per  share. That  occurred  in May  1994,  and
participants  in the TIP  were, therefore, awarded one-third  of the total award
for which they  were eligible  under the  TIP. The  payments were  made in  cash
($246,667)  and by means  of the issuance  of 99,259 shares  of restricted stock
under the Company's 1988 LTIP. That  stock generally will remain restricted  and
nontransferable  until May 1996.  The remaining two-thirds  of the allocated TIP
awards were paid August 30, 1995, the date that the 30-day average of the  price
of  the Company's common  stock equaled $9.00  per share. Payments  were made in
cash ($475,833) and  by means  of the issuance  of 97,316  shares of  restricted
stock  under the LTIP.  One-half of that stock  generally will remain restricted
and nontransferable  for a  period  of one  year from  the  date of  grant.  The
remaining  shares  will generally  remain restricted  and nontransferable  for a
period of two years from the date of grant.
 
NOTE 14. COMMITMENTS, CONTINGENCIES AND LITIGATION
 
     Total minimum  annual  rental  obligations  (net  of  sublease  revenue  of
approximately  $125,000 per  year, through  2000) under  noncancelable operating
leases (substantially all real property and  equipment) in force at October  31,
1995 are payable in subsequent years as follows:
 

<TABLE>
<CAPTION>
                                                   (IN THOUSANDS)
 
<S>                                                <C>
1996............................................       $2,194
1997............................................        1,638
1998............................................        1,042
1999............................................          836
2000............................................          727
2001 and thereafter.............................        1,428
                                                      -------
                                                       $7,865
                                                      -------
                                                      -------
</TABLE>

 
                                       42
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Aggregate  rental expense  for both cancelable  and noncancelable contracts
amounted to  $2,354,000,  $2,438,000 and  $2,105,000  in 1995,  1994  and  1993,
respectively.
 
     The  remaining liability recorded for payments to  be made to MEC under the
MEC Agreement (see Note 4) become due as follows:
 

<TABLE>
<CAPTION>
DECEMBER 31,                                             (IN THOUSANDS)
- ------------
 
<S>                                                      <C>
    1995       .......................................       $1,500
    1996       .......................................        1,750
    1997       .......................................        2,000
    1998       .......................................        2,500
                                                            -------
                                                             $7,750
                                                            -------
                                                            -------
</TABLE>

 
     Additional payments  to be  made to  MEC beginning  December 31,  1999  are
contingent  upon the  Company's earning net  income before taxes  in each fiscal
year subsequent to the fiscal year ending October 31, 1999, and are,  therefore,
not recorded in the Company's financial statements. Such payments are limited to
the  smaller of 50% of the Company's net income before taxes in each such fiscal
year on a noncumulative basis or the amounts shown below:
 

<TABLE>
<CAPTION>
DECEMBER 31,                                             (IN THOUSANDS)
- ------------
 
<S>                                                      <C>
    1999       .......................................       $3,000
    2000       .......................................       $3,500
    2001       .......................................       $4,000
    2002       .......................................       $4,500
    2003       .......................................       $3,000
</TABLE>

 
     Under the terms of a supply  agreement most recently modified in 1993,  the
Company  agreed to  purchase by December  31, 1997, certain  contact lenses from
Pilkington plc, with  an aggregate  cost of  approximately 'L'4,063,000.  Lenses
with  an aggregate value of  approximately 'L'477,000, 'L'400,000 and 'L'213,000
were purchased under  the terms of  the supply agreement  in fiscal years  1995,
1994  and  1993,  respectively.  As  of  December  31,  1995,  there  remained a
commitment of approximately 'L'2,747,000.
 
     Payments amounting to  $3,100,000 were  made related to  a settlement  with
Hampton  Medical Group, P.A.  ('HMG') and Dr. Pottash  (see Litigation below) in
December 1995. Two additional payments  are scheduled to be  made to HMG in  May
1997  and 1998,  each in  the amount of  $1,537,500. These  amounts were charged
against net income in fiscal 1995.
 
WARRANTS
 
     In connection with  agreements to  extend the due  date on  certain of  the
Company's  outstanding debt in 1988,  the Company issued warrants  to a group of
its lenders, which after a series of adjustments had an exercise price of  $1.11
per  share. Warrants  to purchase 219,650  shares of the  Company's common stock
vested in  December  1988 and  had  an expiration  date  of December  29,  1995.
Warrants  to  purchase 167,227  shares  of common  stock  were exercised  by the
expiration date.
 
     The Company issued a warrant  to Foothill Capital Corporation  ('Foothill')
to  purchase 26,666 shares of the Company's  common stock at $5.625 per share in
connection with  the  loan  and  security agreement  among  Foothill,  CVI,  and
CooperVision  Canada. (See Note  11 'Loan and  Security Agreement.') The warrant
becomes exercisable on September 21, 1997 and expires on May 26, 1999. Both  the
number  of  shares  under the  warrant  and  the exercise  price  per  share are
adjustable under certain circumstances to avoid dilution.
 
                                       43
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
LITIGATION
 
     The Company is a  defendant in a  number of legal  actions relating to  its
past  or  present businesses  in which  plaintiffs are  seeking damages.  In the
opinion of Management, after consultation with counsel, the ultimate disposition
of those actions will not materially affect the Company's financial position.
 
     In January 1994, the Company was found  guilty on six counts of mail  fraud
and  one count  of wire  fraud based  upon the  conduct of  a former Co-Chairman
relating to a 'trading scheme' to 'frontrun' high yield bond purchases, but  was
acquitted  of charges  of conspiracy and  aiding and abetting  violations of the
Investment Advisers Act of 1940. The Company was sentenced on July 15, 1994,  at
which  time it was ordered to make restitution to Keystone Custodian Funds, Inc.
of $1,310,166, which  was paid  August 15, 1994.  In addition,  the Company  was
ordered  to pay  a noninterest  bearing fine  over the  next three  years in the
amount of $1,831,568. A total  of $350,000 was paid on  July 14, 1995, with  the
additional  payments of  $350,000 and  $1,131,568 payable  on July  15, 1996 and
1997, respectively. These amounts  were charged against  net income in  previous
fiscal  years. Also the  Company settled in  December 1994 a  related SEC action
under which the Company agreed to the disgorgement of $1,621,474 and the payment
of a civil penalty of $1,150,000.  The Company had already disgorged  $1,310,166
in  connection with the sentence imposed  in a related criminal action involving
the 'frontrunning'  arrangement; the  balance of  the disgorgement  was paid  in
January  1995. The civil penalty imposed by the SEC is offset by the larger fine
to which  the  Company  was  sentenced  in  the  criminal  action.  In  the  SEC
settlement,  the  Company  also  consented to  being  permanently  enjoined from
violating certain provisions of the Securities Exchange Act of 1934, from aiding
and abetting violations of certain provisions of the Investment Advisers Act and
from further employing certain former employees and/or any of their relatives.
 
     The Company was 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. Lewis  and Goldberg subsequently  amended
their  complaint,  and  the  Delaware Chancery  Court  consolidated  the amended
complaint with  a similar  complaint filed  by another  plaintiff as  In re  The
Cooper  Companies,  Inc.  Litigation,  Consolidated C.A.  12584.  The  Lewis and
Goldberg amended  complaint  was  designated as  the  operative  complaint  (the
'Derivative Complaint').
 
     The  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
Derivative  Complaint also alleges that  the defendants violated their fiduciary
duties to the  Company by  not vigorously investigating  certain allegations  of
securities  fraud. The  Derivative Complaint requests  that the  Court order the
defendants (other than the Company) to  pay damages and expenses to the  Company
and  certain of  the defendants  to disgorge their  profits to  the Company. The
parties have been engaged in  negotiations and have agreed  upon the terms of  a
settlement,  which will have no material  impact on the Company. Upon completion
of the settlement documentation,  the proposed settlement  will be submitted  to
the  Court for  approval following  notice to  the Company's  shareholders 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 Derivative Complaint.
 
     The Company  was  also  named  as a  nominal  defendant  in  a  shareholder
derivative action entitled Bruce D. Sturman v. Gary A. Singer, Steven G. Singer,
Brad  C. Singer, Dorothy Singer as the Executrix of the Estate of Martin Singer,
Karen Sue Singer,  Norma Singer  Brandes, Normel Construction  Corp., Brandes  &
Singer, and Romulus Holdings, Inc., which was filed on June 6, 1995 in the Court
of  Chancery  of the  State of  Delaware,  New Castle  County. The  complaint is
similar to a derivative
 
                                       44
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
complaint filed by Mr. Sturman in the Supreme Court of the State of New York  on
May  26, 1992, which was dismissed under  New York Civil Practice Rule 327(a) on
August 17,  1993.  The dismissal  of  the New  York  case was  affirmed  by  the
Appellate  Division on March 28, 1995. The allegations in the Delaware complaint
relate to substantially the same facts and  events at issue in In re The  Cooper
Companies,  Inc. Litigation described  above, and similar  relief is sought. The
parties have tentatively  agreed that  plaintiff's action  will be  consolidated
into and settled with In re The Cooper Companies, Inc. Litigation (see above).
 
     In  two  virtually identical  actions, Frank  H. Cobb,  Inc. v.  The Cooper
Companies, Inc., et al., and  Arthur J. Korf v.  The Cooper Companies, Inc.,  et
al.,  class action complaints were filed in the United States District Court for
the Southern  District of  New York  in  August 1989,  against the  Company  and
certain individuals who served as officers and/or directors of the Company after
June  1987.  The complaints,  as amended,  alleged that  the defendants  knew or
recklessly disregarded and failed to  disclose to the investing public  material
adverse  information about the Company. The amended complaints also alleged that
the defendants are liable  for having violated Section  10(b) of the  Securities
Exchange Act and Rule 10(b)-5 thereunder and having engaged in common law fraud.
The  Company reached a  settlement with counsel for  the class plaintiffs, which
had no material impact on the Company's financial condition. On May 5, 1995, the
settlement was approved by the court.
 
     Under an agreement dated July 11,  1985, as amended (the 'HMG  Agreement'),
Hampton  Medical Group, P.A. ('HMG'), which  is not affiliated with the Company,
contracted to provide clinical and  clinical administrative services at  Hampton
Psychiatric  Institute ('Hampton  Hospital'), the  primary facility  operated by
Hospital Group  of New  Jersey, Inc.  ('HGNJ'), a  subsidiary of  the  Company's
psychiatric  hospital holding company, Hospital  Group of America, Inc. ('HGA').
In late 1993 and early  1994, HGNJ delivered notices  to HMG asserting that  HMG
had  defaulted under the HMG Agreement based  upon billing practices by HMG that
HGNJ believed to be fraudulent.  At the request of HMG,  a New York state  court
enjoined  HGNJ from terminating the HMG  Agreement based upon the initial notice
and ordered the parties to arbitrate whether HMG had defaulted.
 
     On February 2,  1994, HMG commenced  an arbitration in  New York, New  York
(the  'Arbitration'), entitled Hampton Medical Group, P.A. and Hospital Group of
New Jersey, P.A. (American Arbitration  Association), in which it contested  the
alleged  default. In  addition, HMG  made a  claim against  HGNJ for unspecified
damages based on  allegedly foregone  fees on the  contention that  HMG had  the
right  to provide services at all HGNJ-owned facilities in New Jersey, including
certain outpatient clinics and the Hampton Academy, at which non-HMG  physicians
have been employed.
 
     On  December  30, 1994,  Blue Cross  and  Blue Shield  of New  Jersey, Inc.
commenced a lawsuit in the Superior Court of New Jersey entitled Blue Cross  and
Blue Shield of New Jersey, Inc. v. Hampton Medical Group, et al. against HMG and
certain  related entities  and individuals unrelated  to HGNJ  or its affiliates
alleging, among  other things,  fraudulent billing  practices (the  'Blue  Cross
Action').
 
     On  or about  April 12,  1995, an  individual defendant  in the  Blue Cross
Action who was formerly employed by  HMG, Dr. Charles Dackis, commenced a  third
party claim in the Blue Cross Action against HGNJ, HGA and the Company, alleging
a  right under the HMG Agreement to indemnity in an unspecified amount for fees,
expenses and damages that he might incur in that action. In a letter brief filed
on or about April 17, 1995, HMG indicated an intention to bring a similar  claim
at  a later date. On or  about May 16, 1995, HGNJ,  HGA and the Company filed an
answer to the  complaint, and  HGNJ and  HGA brought  counterclaims against  Dr.
Dackis  and cross-claims against HMG and  Dr. A.L.C. Pottash, another individual
defendant and  the  owner of  HMG,  in an  amount  to be  determined,  based  on
allegations of fraudulent and improper billing practices.
 
     On October 27, 1995, the Court dismissed with prejudice all claims asserted
by  Dr. Dackis against  HGA, HGNJ and the  Company in the  Blue Cross Action. On
December 11, 1995, the Company announced  a settlement of all disputes with  HMG
and Dr. Pottash. Pursuant to the settlement, (i) the parties released each other
from,  among  other  things, the  claims  underlying the  Arbitration,  (ii) HGA
 
                                       45
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
purchased HMG's interest in  the HMG Agreement on  December 31, 1995, and  (iii)
HGNJ  agreed to make certain payments to Dr. Pottash in respect of claims he had
asserted. While only HMG and Dr. Pottash are parties to the settlement with HGA,
HGNJ and the Company, the Company has  not been notified of any claims by  other
third  party payors  or others  relating to  the billing  or other  practices at
Hampton Hospital, although it continues  to respond voluntarily to requests  for
information  from  the State  of New  Jersey Department  of Insurance  and other
government agencies with respect to these  matters. The settlement with HMG  and
Dr.  Pottash resulted in a one-time charge with a present value of $5,551,000 to
fourth quarter fiscal 1995  earnings. That charge reflects  amounts paid to  Dr.
Pottash  in December 1995 of $3,100,000 included in other current liabilities at
October 31, 1995, as  well as two payments  scheduled to be made  to HMG in  May
1997 and 1998, each in the amount of $1,537,500.
 
NOTE 15. RELATIONSHIPS AND TRANSACTIONS BETWEEN THE COMPANY, CLS, COOPER
DEVELOPMENT COMPANY ('CDC') AND THE COOPER LABORATORIES, INC. STOCKHOLDERS'
LIQUIDATING TRUST (THE 'TRUST')
 
ADMINISTRATIVE SERVICES
 
     Pursuant  to separate agreements  between the Company and  CDC, CLS and the
Trust, which was  formed in  connection with  the liquidation  of the  Company's
former   parent,  Cooper  Laboratories,  Inc.,   the  Company  provided  certain
administrative services to CDC, CLS and the Trust, including the services of the
Company's treasury, legal, tax, data processing, corporate development, investor
relations and accounting staff. Expenses were  charged on the basis of  specific
utilization  or allocated based  on personnel, space, percent  of assets used or
other  appropriate  bases.   The  agreements  relating   to  the  provision   of
administrative  services to  CDC and CLS  terminated on September  17, 1988. The
Company has not performed any services for CDC and CLS since September 17, 1988,
other than  historic tax  services. Combined  corporate administrative  expenses
charged  to the Trust by the Company were $213,000 in 1992 and $560,000 in 1991.
On July 9, 1992, the Trust filed a petition in Bankruptcy under Chapter 7 of the
Bankruptcy Code;  and, effective  July 31,  1992, the  Company ceased  providing
services  to  the Trust.  The  Company has  asserted  a claim  for approximately
$750,000 in the  Trust's bankruptcy proceedings,  primarily representing  unpaid
administrative  service fees and expenses and legal fees advanced by the Company
on behalf of the Trust. In October 1995, in connection with a final distribution
of assets from the Trust, the Company received a payment of $648,000 in  partial
satisfaction  of its  outstanding claim,  which was  recorded as  a reduction of
general and administrative expenses.
 
AGREEMENTS WITH CLS
 
     On June 12,  1992, the  Company consummated  a transaction  (the '1992  CLS
Transaction') with CLS, which eliminated approximately 80% of the Company's then
outstanding  SERPS. (See Note 8.) Pursuant  to an Exchange Agreement between the
Company and CLS dated as of June  12, 1992 (the '1992 Exchange Agreement'),  the
Company acquired from CLS, among other things, 488,004 shares of the SERPS owned
by  CLS, and all of CLS's right to  receive, by way of dividends pursuant to the
terms of the  SERPS, an additional  11,996 shares of  SERPS (such 11,996  shares
together with the 488,004 shares being referred to collectively as the SERPS) in
exchange  for 1,616,667  newly issued  shares of  the Company  common stock (the
'Company Shares'). In addition, the Company entered into a settlement  agreement
with  CLS dated  as of  June 12,  1992 (the  '1992 Settlement  Agreement'), with
respect to  certain  litigation  and administrative  proceedings  in  which  the
Company  and CLS were  involved. Pursuant to the  1992 Settlement Agreement, the
Company agreed, among other things, that, if requested by CLS, it would use  its
reasonable  best  efforts  to  cause  the election  to  the  Company's  Board of
Directors of one or two designees  of CLS, reasonably acceptable to the  Company
(the  number of designees depending, respectively, on whether CLS owns more than
333,333 but  less  than 800,000  shares,  or more  than  800,000 shares  of  the
Company's common stock).
 
                                       46
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     On  June  14, 1993,  the Company  acquired  from CLS  all of  the remaining
outstanding SERPS of the Company, having an aggregate liquidation preference  of
$16,060,000, together with all rights to any dividends or distributions thereon,
in  exchange  for  shares  of  Series  B  Preferred  Stock  having  an aggregate
liquidation preference of  $3,450,000 and  a par value  of $.10  per share  (the
'1993  Exchange Agreement'). Such  shares, and any shares  of Series B Preferred
Stock issued as dividends,  were convertible into one  share of common stock  of
the  Company  for each  $3.00 of  liquidation  preference, subject  to customary
antidilution adjustments.
 
     The Company also had the right  to compel conversion of Series B  Preferred
Stock  at any time after  the market price of the  common stock on its principal
trading market averaged  at least $4.125  for 90 consecutive  calendar days  and
closed  at not less than $4.125 on at  least 80% of the trading days during such
period. On  September  26,  1994,  the Company's  common  stock  met  the  above
requirements,  and the  Series B  Preferred Stock  was converted  into 1,150,000
shares of the Company's common stock.
 
     No dividends accrued on the Series B Preferred Stock through June 14, 1994.
Subsequently, dividends accrued and  were paid in  cash, at the  rate of 9%  (of
liquidation preference) per annum, through the date of conversion.
 
     The  Company and  CLS also  entered into  a Registration  Rights Agreement,
dated June 14, 1993, providing for the registration under the Securities Act  of
the  shares of common stock  issued upon such conversion of  any of the Series B
Preferred Stock and any of the 1,616,667 shares of common stock currently  owned
by CLS which have not been sold prior thereto.
 
     On June 14, 1993, the Board of Directors amended the Rights Agreement dated
as  of October  29, 1987,  between the  Company and  The First  National Bank of
Boston, as Rights Agent, so that CLS and its affiliates and associates as of the
amendment date would not  be Acquiring Persons thereunder  as a result of  CLS's
beneficial  ownership of more  than 20% of  the outstanding common  stock of the
Company by reason of its ownership of  Series B Preferred Stock or common  stock
issued upon conversion thereof. (See Note 9.)
 
     CLS obtained 1,616,667 shares of the Company's common stock pursuant to the
1992 Exchange Agreement described above. In Amendment No. 1 to its Schedule 13D,
filed  with the SEC  on November 12, 1992,  CLS disclosed that  'in light of the
recent public disclosures  relating to  the Company and  the recent  significant
decline  in  the public  trading price  of  the common  stock, CLS  is presently
considering various courses of action which it may determine to be necessary  or
appropriate  in order  to maintain  and restore the  value of  the common stock.
Included among the actions which CLS is considering pursuing are the  initiation
of litigation against the Company and the replacement of management and at least
a majority of the members of the Board of Directors of the Company.
 
     On  June 14, 1993, in  order to resolve all  disputes with CLS, the Company
and CLS entered into a  Settlement Agreement (the '1993 Settlement  Agreement'),
pursuant to which CLS delivered a general release of claims against the Company,
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 common stock of CLS owned by the Company and a general release
of claims against CLS, subject to similar exceptions.
 
     Pursuant  to the 1993 Settlement Agreement, the Company agreed to nominate,
and to vote all  of its shares of  common stock of the  Company in favor of  the
election of, a Board of Directors of the Company consisting of eight members, up
to three of whom will, at CLS's request, be designated by CLS (such designees to
be officers or more than 5% stockholders of CLS as of June 14, 1993 or otherwise
be  reasonably  acceptable to  the Company).  The number  of CLS  designees will
decline as CLS's  ownership of common  stock declines. A  majority of the  Board
members (other than CLS designees) are to be individuals who are not officers or
employees  of the Company. Pursuant to the Settlement Agreement, CLS designated,
and on August 10, 1993 the Board of Directors elected, one person to serve as  a
director  of the Company until the 1993 Annual Meeting. CLS also designated that
 
                                       47
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
individual  along  with  two  other  people  as  its  three  designees  to   the
eight-member  Board of  Directors that was  elected at the  1993 Annual Meeting.
Three CLS designees were elected or reelected to the Board at the 1994 and  1995
Annual Meetings.
 
     CLS  also  agreed  in the  1993  Settlement  Agreement not  to  acquire any
additional securities of the Company and to certain limitations on its  transfer
of  securities of the Company. In addition,  CLS agreed, among other things, not
to seek  control of  the  Company or  the Board  or  otherwise take  any  action
contrary to the 1993 CLS Settlement Agreement. CLS is free, however, to vote all
voting  securities owned by it as it  deems appropriate on any matter before the
Company's stockholders.
 
     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  333,333 shares of common  stock (including as owned  the common stock into
which shares  of Series  B Preferred  Stock owned  by CLS  were converted).  The
agreements were to be extended if the market price of the common stock increased
to specified levels prior to each of June 12, 1995, and June 12, 1996, or if the
Company  agreed to  nominate one  CLS designee, who  was independent  of CLS and
reasonably acceptable to the Company, in addition to that number of designees to
which CLS was then entitled on each such date, which would have resulted in such
agreements continuing  through October  31,  1996, and  CLS  having up  to  five
designees  on the Board (which would then have a total of ten members, or eleven
members if a new  chairman or chief  executive officer was  then serving on  the
Board).  In January 1995, in connection with the further amendment to the Rights
Agreement (see  Note  6),  the  Company and  CLS  amended  the  1993  Settlement
Agreement  to provide that the provisions  relating to CLS 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 333,333 shares of the Company's outstanding common
stock or (ii)  October 31,  1996, or  if any  person (other  than two  specified
individuals)  becomes the  beneficial owner  of 20%  or more  of the outstanding
shares of common stock of CLS, 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
the  1992 CLS Settlement Agreement to designate two directors of the Company, so
long as CLS continues  to own at  least 800,000 shares of  common stock, or  one
director,  so long  as it  continues to  own at  least 333,333  shares of common
stock.
 
OTHER
 
     CLS was formerly an 89.5% owned subsidiary of the Company's former  parent,
Cooper Laboratories, Inc.
 
     As  of December 31, 1995, CLS owned 2,322,533 shares (or approximately 20%)
of common stock of the Company.
 
     Two members of the Company's Board  of Directors are also directors  and/or
officers of CLS. Moses Marx is a Director of CLS. Steven Rosenberg is serving as
Acting  President, Vice President and  Chief Financial Officer of  CLS and he is
also a Director of CLS. In addition to shares purchased on the open market,  Mr.
Marx  owns 1,333  shares and  Mr. Rosenberg owns  1,666 shares  of the Company's
common stock, obtained through the NEDRSP. (See Note 12.)
 
NOTE 16. BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION
 
     The Company's operations are attributable to four business segments:
 
           HGA, which provides healthcare services for inpatient and  outpatient
           treatment  and partial hospitalization programs through the ownership
           and operation of certain psychiatric facilities, and through May 1995
           also managed other such facilities,
 
                                       48
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
           CVI, which  develops, manufactures  and markets  a range  of  contact
           lenses,
 
           CVP,   a  development  stage  business,  which  develops  proprietary
           ophthalmic pharmaceuticals, and
 
           CSI, which  develops,  manufactures and  distributes  diagnostic  and
           surgical   equipment,  instruments  and  disposables,  primarily  for
           gynecology.
 
     Total net revenue by business segment represents service and sales  revenue
as  reported in  the Company's statement  of consolidated  operations. Total net
revenue by  geographic  area includes  intercompany  sales which  are  generally
priced  at terms that  allow for a  reasonable profit for  the seller. Operating
income (loss)  is total  net revenue  less cost  of products  sold (or  services
provided,  in  the  case of  HGA  revenue), research  and  development expenses,
selling,  general  and  administrative  expenses,  costs  of  restructuring  and
amortization  of  intangible  assets. Corporate  operating  loss  is principally
corporate headquarters expense. Investment income, net, settlement of  disputes,
net,  debt restructuring  costs, gain  on sales  of assets  and businesses, net,
other income  (expense),  net,  and  interest  expense  were  not  allocated  to
individual business or geographic segments.
 
     Identifiable   assets  are  those  assets  used  in  continuing  operations
(exclusive of cash  and cash equivalents)  or which are  allocated thereto  when
used  jointly. Corporate assets include cash  and cash equivalents and temporary
investments.
 
                                       49



<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Information  by business  segment for each  of the years  in the three-year
period ended October 31, follows:
 

<TABLE>
<CAPTION>
                                                                                     CORPORATE &
1995                                     HGA(1)       CVI        CVP        CSI      ELIMINATIONS   CONSOLIDATED
- --------------------------------------   -------    -------    -------    -------    -----------    ------------
                                                                     (IN THOUSANDS)
 
<S>                                      <C>        <C>        <C>        <C>        <C>            <C>
Net revenue from non-affiliates.......   $41,794    $42,456    $    16    $12,824      $--            $ 97,090
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
Operating income (loss)...............   $   878    $13,959    $(1,425)   $  (425)     $(4,979)       $  8,008
                                         -------    -------    -------    -------    -----------
                                         -------    -------    -------    -------    -----------
Investment income, net................                                                                     444
Settlement of disputes, net...........                                                                  (3,532)
Other income (expense), net...........                                                                      51
Interest expense......................                                                                  (4,741)
                                                                                                    ------------
Income from continuing operations
  before income taxes.................                                                                $    230
                                                                                                    ------------
                                                                                                    ------------
Identifiable assets...................   $48,086    $21,965    $   285    $ 8,953      $12,703        $ 91,992
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
Depreciation Expense..................   $ 1,443    $   863    $    27    $   288      $    83        $  2,704
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
Amortization Expense..................   $   205    $   448    $    22    $   317      $--            $    992
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
Capital Expenditures..................   $   335    $ 1,449    $     1    $   267      $   133        $  2,185
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
</TABLE>

 
- ------------
 
(1) Results include Management fee revenue through May 1995.
 
                            ------------------------
 

<TABLE>
<CAPTION>
                                                                                     CORPORATE &
1994                                       HGA        CVI        CVP        CSI      ELIMINATIONS   CONSOLIDATED
- --------------------------------------   -------    -------    -------    -------    -----------    ------------
                                                                     (IN THOUSANDS)
 
<S>                                      <C>        <C>        <C>        <C>        <C>            <C>
Net revenue from non-affiliates.......   $44,611    $37,793    $   394    $12,847     $  --           $ 95,645
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
Operating income (loss)...............   $ 3,321    $11,963    $(3,063)   $  (932)    $ (10,866)      $    423
                                         -------    -------    -------    -------    -----------
                                         -------    -------    -------    -------    -----------
Investment income (loss), net.........                                                                    (153)
Settlement of disputes, net...........                                                                  (4,950)
Debt restructuring costs..............                                                                    (340)
Gain on sale of assets and businesses,
  net.................................                                                                     214
Other income (expense), net...........                                                                      42
Interest expense......................                                                                  (4,533)
                                                                                                    ------------
Loss from continuing operations before
  income taxes........................                                                                $ (9,297)
                                                                                                    ------------
                                                                                                    ------------
Identifiable assets...................   $50,522    $22,814    $   442    $ 9,289     $  11,991       $ 95,058
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
Depreciation expense..................   $ 1,387    $ 1,025    $    36    $   339     $      83       $  2,870
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
Amortization expense..................   $   205    $   448    $    22    $   302     $  --           $    977
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
Capital expenditures..................   $   338    $   524    $    12    $    58     $       6       $    938
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
</TABLE>

 
                                       50
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 

<TABLE>
<CAPTION>
                                                                                     CORPORATE &
1993                                       HGA        CVI        CVP        CSI      ELIMINATIONS   CONSOLIDATED
- --------------------------------------   -------    -------    -------    -------    -----------    ------------
                                                                     (IN THOUSANDS)
 
<S>                                      <C>        <C>        <C>        <C>        <C>            <C>
Net revenue from non-affiliates.......   $45,283    $32,120    $   570    $14,679     $  --           $ 92,652
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
Operating income (loss)...............   $ 2,124    $ 7,842    $(2,045)   $(3,407)    $ (25,968)      $(21,454)
                                         -------    -------    -------    -------    -----------
                                         -------    -------    -------    -------    -----------
Investment income, net................                                                                   1,615
Settlement of disputes, net...........                                                                  (6,350)
Debt restructuring costs..............                                                                  (2,131)
Gain on sales of assets and
  businesses, net.....................                                                                     620
Other income (expense), net...........                                                                     174
Interest expense......................                                                                  (6,129)
                                                                                                    ------------
Loss from continuing operations before
  income taxes and extraordinary
  items...............................                                                                $(33,655)
                                                                                                    ------------
                                                                                                    ------------
Identifiable assets...................   $48,434    $24,339    $   833    $12,133     $  23,785       $109,524
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
Depreciation Expense..................   $ 1,324    $   807    $    46    $   343     $     104       $  2,624
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
Amortization Expense..................   $   205    $   187    $    90    $   290     $  --           $    772
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
Capital Expenditures..................   $   774    $   398    $    91    $   305     $     181       $  1,749
                                         -------    -------    -------    -------    -----------    ------------
                                         -------    -------    -------    -------    -----------    ------------
</TABLE>

 
     Information by geographic  area for  each of the  years in  the three  year
period ended October 31, 1995 follows:

<TABLE>
<CAPTION>
                                           UNITED                                   ELIMINATIONS
1995                                       STATES     EUROPE    CANADA    OTHER     AND CORPORATE    CONSOLIDATED
- ----------------------------------------   -------    ------    ------    ------    -------------    ------------
                                                                       (IN THOUSANDS)
 
<S>                                        <C>        <C>       <C>       <C>       <C>              <C>
Revenue from non-affiliates.............   $85,730    $1,063    $8,054    $2,243      $ --             $ 97,090
Sales between geographic areas..........     5,192       867      --        --           (6,059)         --
                                           -------    ------    ------    ------    -------------    ------------
Net operating revenue...................   $90,922    $1,930    $8,054    $2,243      $  (6,059)       $ 97,090
                                           -------    ------    ------    ------    -------------    ------------
                                           -------    ------    ------    ------    -------------    ------------
Operating income(loss)..................   $12,595    $  (81)   $ (126)   $  599      $  (4,979)       $  8,008
                                           -------    ------    ------    ------    -------------    ------------
                                           -------    ------    ------    ------    -------------    ------------
Identifiable assets.....................   $76,490    $  267    $2,532    $ --        $  12,703        $ 91,992
                                           -------    ------    ------    ------    -------------    ------------
                                           -------    ------    ------    ------    -------------    ------------
 
<CAPTION>
 
1994
- ----------------------------------------
<S>                                        <C>        <C>       <C>       <C>       <C>              <C>
Revenue from non-affiliates.............   $84,871    $  946    $7,406    $2,422      $ --             $ 95,645
Sales between geographic areas..........     3,859      --        --        --           (3,859)         --
                                           -------    ------    ------    ------    -------------    ------------
Net operating revenue...................   $88,730    $  946    $7,406    $2,422      $  (3,859)       $ 95,645
                                           -------    ------    ------    ------    -------------    ------------
                                           -------    ------    ------    ------    -------------    ------------
Operating income (loss).................   $10,939    $   12    $  168    $  170      $ (10,866)       $    423
                                           -------    ------    ------    ------    -------------    ------------
                                           -------    ------    ------    ------    -------------    ------------
Identifiable assets.....................   $80,084    $  603    $3,560    $ --        $  10,811        $ 95,058
                                           -------    ------    ------    ------    -------------    ------------
                                           -------    ------    ------    ------    -------------    ------------
<CAPTION>
 
1993
- ----------------------------------------
<S>                                        <C>        <C>       <C>       <C>       <C>              <C>
Revenue from non-affiliates.............   $83,189    $  795    $7,131    $1,537      $ --             $ 92,652
Sales between geographic areas..........     4,593      --        --        --           (4,593)         --
                                           -------    ------    ------    ------    -------------    ------------
Net operating revenue...................   $87,782    $  795    $7,131    $1,537      $  (4,593)       $ 92,652
                                           -------    ------    ------    ------    -------------    ------------
                                           -------    ------    ------    ------    -------------    ------------
Operating income (loss).................   $ 4,161    $  (72)   $  561    $ (136)     $ (25,968)       $(21,454)
                                           -------    ------    ------    ------    -------------    ------------
                                           -------    ------    ------    ------    -------------    ------------
Identifiable assets.....................   $85,962    $  832    $3,059    $ --        $  19,671        $109,524
                                           -------    ------    ------    ------    -------------    ------------
                                           -------    ------    ------    ------    -------------    ------------
</TABLE>

 
                                       51
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 17. QUARTERLY FINANCIAL DATA (UNAUDITED)
 

<TABLE>
<CAPTION>
                                                                          FIRST     SECOND      THIRD     FOURTH
                                                                         QUARTER    QUARTER    QUARTER    QUARTER
                                                                         -------    -------    -------    -------
                                                                         (IN THOUSANDS, EXCEPT PER SHARE FIGURES)
 
<S>                                                                      <C>        <C>        <C>        <C>
1995
Net operating revenue.................................................   $23,210    $23,794    $25,249    $24,837
Income (loss) applicable to common stock from continuing operations...       275        605      2,820     (3,585)
                                                                         -------    -------    -------    -------
Income (loss) applicable to common stock..............................   $   275    $   605    $ 2,820    $(3,585)
                                                                         -------    -------    -------    -------
                                                                         -------    -------    -------    -------
Net income (loss) per common share*:
     Continuing operations............................................   $   .02    $   .05    $   .24    $  (.31)
                                                                         -------    -------    -------    -------
Net loss per common share*............................................   $   .02    $   .05    $   .24    $  (.31)
                                                                         -------    -------    -------    -------
                                                                         -------    -------    -------    -------
Common Stock price range:
     High.............................................................   $ 8.625    $ 8.250    $ 9.000    $10.500
     Low..............................................................   $ 6.375    $ 5.625    $ 5.250    $ 5.875
1994
Net operating revenue.................................................   $22,907    $24,455    $23,901    $24,382
Income (loss) applicable to common stock from continuing operations...    (5,150)    (3,850)     3,000      1,214
                                                                         -------    -------    -------    -------
Net income (loss) applicable to common stock..........................   $(5,150)   $(3,850)   $ 3,000    $ 1,214
                                                                         -------    -------    -------    -------
                                                                         -------    -------    -------    -------
Net income (loss) per common share*:
     Continuing operations............................................   $  (.51)   $  (.38)   $   .26    $   .11
                                                                         -------    -------    -------    -------
Net income (loss) per common share....................................   $  (.51)   $  (.38)   $   .26    $   .11
                                                                         -------    -------    -------    -------
                                                                         -------    -------    -------    -------
Common Stock price range:
     High.............................................................   $ 2.250    $ 3.750    $ 5.625    $10.500
     Low..............................................................   $ 1.500    $ 1.406    $ 3.000    $ 4.875
</TABLE>

 
- ------------
 
*  The  sum of income (loss) per common share for the four quarters is different
   from the  full  year net  income  (loss) per  common  share as  a  result  of
   computing  the quarterly and full year amounts on the weighted average number
   of common shares outstanding in the respective periods.
 
                                       52
 

<PAGE>

<PAGE>
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONCLUDED)
 

<TABLE>
<CAPTION>
                                                                          FIRST     SECOND      THIRD     FOURTH
                                                                         QUARTER    QUARTER    QUARTER    QUARTER
                                                                         -------    -------    -------    -------
 
<S>                                                                      <C>        <C>        <C>        <C>
Included in the 1995 quarters are the following items:
     Investment income (loss), net....................................   $   124    $    76    $    93    $   151
     Interest expense.................................................    (1,090)    (1,190)    (1,192)    (1,269)
     Settlement of disputes, net......................................       328        140      1,031     (5,031)
     Cost of restructuring operations.................................     --         --         --        (1,480)
     Adjustment to tax and receivable provisions......................     --         --         --           849
     CLI Trust Collection.............................................     --         --         --           648
     All other components of net income (loss)........................       913      1,579      2,888      2,547
                                                                         -------    -------    -------    -------
     Income (loss) applicable to common stock.........................   $   275    $   605    $ 2,820    $(3,585)
                                                                         -------    -------    -------    -------
                                                                         -------    -------    -------    -------
Included in the 1994 quarters are the following items:
     Investment income (loss), net....................................   $  (351)   $  (129)   $   209    $   118
     Interest expense.................................................    (1,402)    (1,024)    (1,042)    (1,065)
     Settlement of disputes, net......................................    (1,950)    (2,000)    (1,000)     --
     Gain on sales of assets and businesses, net......................       214      --         --         --
     Discontinued operations..........................................     --         --         --         --
     Dividend requirements on Preferred Stock.........................     --         --           (54)       (35)
     Tax Reserve Adjustment...........................................     --         --         4,000      1,000
     All other components of net income (loss)........................    (1,661)      (697)       887      1,196
                                                                         -------    -------    -------    -------
     Net income (loss) applicable to common stock.....................   $(5,150)   $(3,850)   $ 3,000    $ 1,214
                                                                         -------    -------    -------    -------
                                                                         -------    -------    -------    -------
</TABLE>

 
- ------------
 
     At  December  31,  1995  and  1994  there  were  3,067  and  4,495   common
stockholders of record, respectively.
 

I
TEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
 
     During  fiscal years 1995 and 1994, TCC neither changed its accountants nor
reported a disagreement on  Form 8-K on any  matter of accounting principles  or
practices of financial statement disclosure.
 
                                       53
 

<PAGE>

<PAGE>

                                    PART III
 

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
 
     The  information contained under the heading 'Election of Directors' in the
Company's Proxy Statement for the Annual Meeting of Stockholders scheduled to be
held in March 1996 is incorporated herein  by reference with respect to each  of
the  Company's directors. For information relating to executive officers who are
not also directors  of the Company,  see, 'Executive Officers  of the  Company,'
located in Part I.
 

ITEM 11. EXECUTIVE COMPENSATION.
 
     The information contained under the sub-heading 'Executive Compensation' of
the  'Election of  Directors' section of  the Company's Proxy  Statement for the
Annual  Meeting  of  Stockholders  scheduled  to  be  held  in  March  1996   is
incorporated  herein by reference with respect  to the Company's chief executive
officer, the most highly compensated executive  officers of the Company and  the
directors.
 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
     The  information  contained  under  the  sub-heading  'Securities  Held  by
Management' of  the  'Election of  Directors'  section of  the  Company's  Proxy
Statement  for the Annual Meeting of Stockholders  scheduled to be held in March
1996 is  incorporated herein  by reference  with respect  to certain  beneficial
owners, the directors and management.
 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
     The  information contained under the sub-heading 'Certain Relationships and
Related Transactions' of the  'Election of Directors'  section of the  Company's
Proxy  Statement for the Annual Meeting of  Stockholders scheduled to be held in
March 1996  is incorporated  herein by  reference with  respect to  each of  the
Company's executive officers and directors.
 

                                    PART IV
 

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
 
     (a) Documents filed as part of this report:
 
1. FINANCIAL STATEMENTS OF THE COMPANY.
 
     The  Consolidated Financial Statements and the Notes thereto, the Financial
Statement Schedules identified in (2) below  and the Accountants' Report on  the
foregoing are included in Part II, Item 8 of this report.
 
2. FINANCIAL STATEMENT SCHEDULES OF THE COMPANY.
 

<TABLE>
<CAPTION>
SCHEDULE
 NUMBER                         DESCRIPTION
- --------                        -----------
 
<S>        <C>
I.         Condensed Financial Information of Registrant
II.        Valuation and Qualifying Accounts
</TABLE>

 
     All  other  schedules  for  which  provision  is  made  in  the  applicable
accounting regulations  of  the  Securities  and  Exchange  Commission  are  not
required  under the related  instructions or are  not applicable and, therefore,
have been omitted.
 
     Also included  herein are  separate company  Financial Statements  and  the
Notes  thereto, the Accountants' Report thereon and required Financial Statement

Schedules of:
 
          Hospital Group of America,  Inc. and Subsidiaries and  CooperSurgical,
     Inc.
 
                                       54



<PAGE>

<PAGE>
                                                                      SCHEDULE I
 
                           THE COOPER COMPANIES, INC.
                       CONDENSED STATEMENT OF OPERATIONS
 

<TABLE>
<CAPTION>
                                                                                      YEAR ENDED OCTOBER 31,
                                                                                  -------------------------------
                                                                                   1995        1994        1993
                                                                                  -------    --------    --------
                                                                                          (IN THOUSANDS,
                                                                                     EXCEPT PER SHARE FIGURES)
 
<S>                                                                               <C>        <C>         <C>
General and administrative expense.............................................   $(4,274)   $(10,781)   $(24,134)
Costs associated with restructuring operations.................................      (705)      --          --
(Charge) credit for settlement of disputes, net................................     1,681      (4,292)     (6,350)
Debt restructuring costs.......................................................     --           (340)     (2,131)
Equity in earnings of subsidiaries.............................................     5,809       9,390       1,894
Investment income (loss), net..................................................       299        (307)      1,415
Other income (expense), net....................................................       111         (54)       (113)
Interest expense...............................................................    (2,691)     (2,913)     (4,236)
                                                                                  -------    --------    --------
Income (loss) from continuing operations before income taxes...................       230      (9,297)    (33,655)
Provision for (benefit of) income taxes........................................       115      (4,600)        417
                                                                                  -------    --------    --------
Income (loss) from continuing operations before extraordinary items............       115      (4,697)    (34,072)
Loss on sale of discontinued operations, net of taxes..........................     --          --        (13,657)
                                                                                  -------    --------    --------
Income (loss) before extraordinary items.......................................       115      (4,697)    (47,729)
Extraordinary items............................................................     --          --            924
                                                                                  -------    --------    --------
Net income (loss)..............................................................       115      (4,697)    (46,805)
                                                                                  -------    --------    --------
Less, preferred stock dividends................................................     --             89         320
                                                                                  -------    --------    --------
Net income (loss) applicable to common stock...................................   $   115    $ (4,786)   $(47,125)
                                                                                  -------    --------    --------
                                                                                  -------    --------    --------
Net income (loss) per common share:*
     Continuing operations.....................................................   $   .01    $   (.47)   $  (3.43)
     Discontinued operations...................................................     --          --          (1.36)
                                                                                  -------    --------    --------
Income (loss) before extraordinary items.......................................       .01        (.47)      (4.79)
Extraordinary items............................................................     --          --            .09
                                                                                  -------    --------    --------
Net income (loss) per common share.............................................      $.01       $(.47)     $(4.70)
Average number of common shares outstanding*...................................    11,576      10,193      10,035
                                                                                  -------    --------    --------
                                                                                  -------    --------    --------
</TABLE>

 
     The  condensed financial  statements presented in  this Schedule  I are the
parent company only condensed financial statements of The Cooper Companies, Inc.
(the  'Registrant').  The  Registrant  accounts  for  its  investments  in   its
consolidated  subsidiaries, all of  which are virtually  wholly owned, under the
equity method. Accordingly,  net income  (loss) applicable to  common stock  and
shareholders'  equity (deficit)  reported in  this Schedule  I are  equal to the
figures  reported  in  the  consolidated  financial  statements  of  The  Cooper
Companies,  Inc. and Subsidiaries  ('Consolidated Financial Statements') located
herein.  See  Note  14  of  Notes  to  Consolidated  Financial  Statements   for
disclosures  concerning the material contingencies  and long-term obligations of
the Registrant.
 
- ------------
 
See Note 2 of Notes to Consolidated Financial Statements.
 
                                       55
 

<PAGE>

<PAGE>
                                                          SCHEDULE I (CONTINUED)
 
                           THE COOPER COMPANIES, INC.
                            CONDENSED BALANCE SHEET
 

<TABLE>
<CAPTION>
                                                                                                OCTOBER 31,
                                                                                           ----------------------
                                                                                             1995         1994
                                                                                           ---------    ---------
                                                                                               (IN THOUSANDS)
 
<S>                                                                                        <C>          <C>
                                         ASSETS
Current assets:
     Cash and cash equivalents..........................................................   $   8,484    $   5,270
     Other current assets...............................................................         492        1,189
                                                                                           ---------    ---------
          Total current assets..........................................................       8,976        6,459
                                                                                           ---------    ---------
Property, plant and equipment, at cost..................................................       1,199        1,141
Less, accumulated depreciation and amortization.........................................         891          880
                                                                                           ---------    ---------
                                                                                                 308          261
                                                                                           ---------    ---------
Investments in and advances to subsidiaries.............................................      49,951       59,180
Other assets............................................................................         164          221
                                                                                           ---------    ---------
                                                                                           $  59,399    $  66,121
                                                                                           ---------    ---------
                                                                                           ---------    ---------
                     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
Current liabilities:
     Accounts payable...................................................................   $   2,946    $   3,634
     Accrued income taxes payable.......................................................       9,996       10,105
     Other accrued liabilities..........................................................       6,538       11,844
                                                                                           ---------    ---------
          Total current liabilities.....................................................      19,480       25,583
                                                                                           ---------    ---------
Long-term debt:
     10% Senior Subordinated Secured Notes due 2003.....................................      24,816       25,410
     10 5/8% Convertible Subordinated Reset Debentures due 2005.........................       9,215        9,210
                                                                                           ---------    ---------
                                                                                              34,031       34,620
                                                                                           ---------    ---------
Other noncurrent liabilities............................................................       7,637        9,572
                                                                                           ---------    ---------
     Total liabilities..................................................................      61,148       69,775
                                                                                           ---------    ---------
Commitments and contingencies
Stockholders' equity (deficit):
     Preferred stock, $.10 par value....................................................      --           --
     Common stock, $.10 par value.......................................................       1,158        1,129
     Additional paid-in capital.........................................................     183,840      182,142
     Translation adjustments............................................................        (333)        (396)
     Accumulated deficit................................................................    (186,414)    (186,529)
                                                                                           ---------    ---------
Total stockholders' equity (deficit)....................................................      (1,749)      (3,654)
                                                                                           ---------    ---------
                                                                                           $  59,399    $  66,121
                                                                                           ---------    ---------
                                                                                           ---------    ---------
</TABLE>

 
                                       56
 

<PAGE>

<PAGE>
                                                          SCHEDULE I (CONCLUDED)
 
                           THE COOPER COMPANIES, INC.
                       CONDENSED STATEMENT OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                                                       YEAR ENDED OCTOBER 31,
                                                                                    -----------------------------
                                                                                     1995      1994        1993
                                                                                    ------    -------    --------
                                                                                           (IN THOUSANDS)
 
<S>                                                                                 <C>       <C>        <C>
Net cash provided (used) by operating activities.................................   $3,001    $(5,172)   $(54,620)
Cash flows from investing activities:
     Sales of assets and businesses (including releases of cash from escrow).....      173      2,610       8,300
     Purchases of property, plant and equipment..................................     (133)     --          --
     Sales of temporary investments..............................................       50      7,302      32,088
     Purchases of temporary investment...........................................     --        --         (3,689)
                                                                                    ------    -------    --------
Net cash provided (used) by investing activities.................................       90      9,912      36,699
                                                                                    ------    -------    --------
Cash flows from financing activities:
     Cash from warrants exercised................................................      123      --          --
     Payments associated with the Exchange Offer and Consent Solicitation
       including debt restructuring costs........................................     --       (5,416)      --
     Purchase of the Company's 10 5/8% Debentures................................     --        --         (3,861)
                                                                                    ------    -------    --------
Net cash used by financing activities............................................      123     (5,416)     (3,861)
                                                                                    ------    -------    --------
Net increase (decrease) in cash and cash equivalents.............................    3,214       (676)    (21,782)
Cash and cash equivalents at beginning of year...................................    5,270      5,946      27,728
                                                                                    ------    -------    --------
Cash and cash equivalents at end of year.........................................   $8,484    $ 5,270    $  5,946
                                                                                    ------    -------    --------
                                                                                    ------    -------    --------
Supplemental disclosures of cash flow information:
     Cash paid for:
          Interest (net of amounts capitalized)..................................   $3,001    $ 3,063    $  4,339
                                                                                    ------    -------    --------
                                                                                    ------    -------    --------
          Dividends on preferred stock...........................................   $ --      $    89    $  --
                                                                                    ------    -------    --------
                                                                                    ------    -------    --------
          Income taxes...........................................................   $  224    $   132    $     90
                                                                                    ------    -------    --------
                                                                                    ------    -------    --------
</TABLE>

 
     For other  supplemental disclosures,  all  of which  relate to  the  Cooper
Companies,  Inc., see 'The Cooper  Companies, Inc. and Subsidiaries Consolidated
Statement of Cash Flows' herein.
 
                                       57



<PAGE>

<PAGE>
                                                                     SCHEDULE II
 
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                       VALUATION AND QUALIFYING ACCOUNTS
                       THREE YEARS ENDED OCTOBER 31,1995
 

<TABLE>
<CAPTION>
                                                           ADDITIONS
                                             BALANCE AT    CHARGED TO      ADDITIONS       DEDUCTIONS/         BALANCE
                                             BEGINNING     COSTS AND       CHARGED TO      RECOVERIES/         AT END
                                              OF YEAR       EXPENSES     OTHER ACCOUNTS       OTHER            OF YEAR
                                             ----------    ----------    --------------    -----------         -------
                                                                          (IN THOUSANDS)
 
<S>                                          <C>           <C>           <C>               <C>                 <C>
Allowance for doubtful accounts :
     Year ended October 31, 1995..........     $2,647        $2,300          $--             $(2,706)(2)       $2,241
                                             ----------    ----------       -------        -----------         -------
     Year ended October 31, 1994..........     $3,240        $2,431          $--             $(3,024)(2)       $2,647
                                             ----------    ----------       -------        -----------         -------
     Year ended October 31, 1993..........     $3,031        $3,202          $--             $(2,993)(1)(2)    $3,240
                                             ----------    ----------       -------        -----------         -------
                                             ----------    ----------       -------        -----------         -------
</TABLE>

 
- ------------
 
(1) Represents acquired reserve of CoastVision, Inc.
 
(2) Uncollectible accounts written off, recovered accounts receivable previously
    written off and other items.
 
                                       58


<PAGE>

<PAGE>

                          INDEPENDENT AUDITORS' REPORT
 
Board of Directors
HOSPITAL GROUP OF AMERICA, INC.:
 
     We  have audited the  accompanying consolidated balance  sheets of Hospital
Group of America, Inc. (a wholly owned subsidiary of The Cooper Companies, Inc.)
and subsidiaries as of October 31,  1995 and 1994, and the related  consolidated
statements  of operations, stockholder's equity  (deficiency) and cash flows for
each of the years in the three-year period ended October 31, 1995. In connection
with our  audits  of the  consolidated  financial statements,  we  also  audited
financial  statement Schedule  II. These  consolidated financial  statements and
financial statement schedule  are the  responsibility of  HGA's management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements and financial statement schedule based on our audits.
 
     We conducted  our audits  in accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion,  the consolidated  financial statements  referred to  above
present  fairly, in  all material respects,  the financial  position of Hospital
Group of America, Inc. and  subsidiaries at October 31,  1995 and 1994, and  the
results  of their operations, and their cash flows  for each of the years in the
three-year period ended October 31, 1995, in conformity with generally  accepted
accounting  principles.  Also in  our opinion,  the related  financial statement
schedule, when  considered  in  relation to  the  basic  consolidated  financial
statements  taken as  a whole,  presents fairly,  in all  material respects, the
information set forth therein.
 
                                          KPMG PEAT MARWICK LLP
 
Philadelphia, Pennsylvania
December 11, 1995

 
                                       59


<PAGE>

<PAGE>
                HOSPITAL GROUP OF AMERICA, INC. AND SUBSIDIARIES
           (A WHOLLY OWNED SUBSIDIARY OF THE COOPER COMPANIES, INC.)
                          CONSOLIDATED BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                                                                  OCTOBER 31,
                                                                                              -------------------
                                                                                                1995       1994
                                                                                              --------    -------
                                                                                                (IN THOUSANDS)
 
<S>                                                                                           <C>         <C>
                                          ASSETS
Current Assets:
     Cash and cash equivalents.............................................................   $  2,314    $ 3,593
     Accounts receivable, net of estimated uncollectibles of $1,693 in 1995 and $1,834 in
      1994.................................................................................     10,996     10,341
     Other receivables.....................................................................         64        893
     Supplies..............................................................................        238        258
     Prepaid expenses and other current assets.............................................      1,135      1,006
                                                                                              --------    -------
          Total current assets.............................................................     14,747     16,091
                                                                                              --------    -------
Property and equipment:
     Land..................................................................................      1,305      1,305
     Buildings and improvements............................................................     31,521     31,496
     Equipment, furniture and fixtures.....................................................      1,988      1,680
                                                                                              --------    -------
                                                                                                34,814     34,481
     Less accumulated depreciation.........................................................     (4,726)    (3,285)
                                                                                              --------    -------
          Total property and equipment, net................................................     30,088     31,196
                                                                                              --------    -------
Goodwill, net of accumulated amortization of $701 in 1995 and $497 in 1994.................      5,032      5,658
Other assets...............................................................................        353        502
                                                                                              --------    -------
                                                                                              $ 50,220    $53,447
                                                                                              --------    -------
                                                                                              --------    -------
 
                     LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)
Current Liabilities:
     Accounts payable......................................................................   $    577    $   891
     Accrued liabilities...................................................................      4,751      2,208
     Accrued salaries and related expenses.................................................      2,565      2,257
     Accrued interest payable..............................................................        177        142
     Net estimated third-party payor settlements...........................................      1,918      2,511
     Current portion of long-term debt.....................................................      2,124      1,187
     Current portion of due to parent......................................................     17,340     12,559
                                                                                              --------    -------
          Total current liabilities........................................................     29,452     21,755
                                                                                              --------    -------
Long-term debt, less current portion.......................................................      9,222     11,369
Other noncurrent liabilities...............................................................      3,001        700
Due to parent..............................................................................     16,000     16,000
Stockholder's equity (deficiency):
     Common stock, $.01 par value, 1,000 shares authorized, issued and outstanding.........          0          0
     Additional paid-in capital............................................................     12,324     12,324
     Accumulated deficit...................................................................    (19,779)    (8,701)
                                                                                              --------    -------
          Total stockholder's equity (deficiency)..........................................     (7,455)     3,623
                                                                                              --------    -------
                                                                                              $ 50,220    $53,447
                                                                                              --------    -------
                                                                                              --------    -------
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                       60
 

<PAGE>

<PAGE>
                HOSPITAL GROUP OF AMERICA, INC. AND SUBSIDIARIES
           (A WHOLLY OWNED SUBSIDIARY OF THE COOPER COMPANIES, INC.)
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 

<TABLE>
<CAPTION>
                                                                                            OCTOBER 31,
                                                                                   ------------------------------
                                                                                     1995       1994       1993
                                                                                   --------    -------    -------
                                                                                           (IN THOUSANDS)
 
<S>                                                                                <C>         <C>        <C>
Net patient service revenue.....................................................   $ 38,392    $40,365    $41,330
Other operating revenue.........................................................      2,520      2,675      2,644
                                                                                   --------    -------    -------
Net operating revenue...........................................................     40,912     43,040     43,974
                                                                                   --------    -------    -------
Costs and expenses:
     Salaries and benefits......................................................     23,654     23,348     23,737
     Purchased services.........................................................      1,865      2,044      2,202
     Professional fees..........................................................      3,312      3,177      2,681
     Supplies expense...........................................................      1,938      1,929      2,026
     Other operating expenses...................................................      7,832      8,620      8,612
     Settlement of disputes, net................................................      5,213      1,508      --
     Bad debt expense...........................................................      1,551      1,753      2,792
     Depreciation and amortization..............................................      1,790      1,735      1,674
     Interest on long-term debt.................................................      1,377      1,365      1,599
     Interest on due to parent note.............................................      3,458      2,795      1,821
                                                                                   --------    -------    -------
          Total costs and expenses..............................................     51,990     48,274     47,144
                                                                                   --------    -------    -------
Net loss........................................................................   $(11,078)   $(5,234)   $(3,170)
                                                                                   --------    -------    -------
                                                                                   --------    -------    -------
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                       61
 

<PAGE>

<PAGE>
                HOSPITAL GROUP OF AMERICA, INC. AND SUBSIDIARIES
           (A WHOLLY OWNED SUBSIDIARY OF THE COOPER COMPANIES, INC.)
          CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIENCY)
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
 

<TABLE>
<CAPTION>
                                                                                                            TOTAL
                                                                           ADDITIONAL                   STOCKHOLDER'S
                                                                 COMMON     PAID-IN      ACCUMULATED       EQUITY
                                                                 STOCK      CAPITAL        DEFICIT      (DEFICIENCY)
                                                                 ------    ----------    -----------    -------------
                                                                              (IN THOUSANDS OF DOLLARS)
 
<S>                                                              <C>       <C>           <C>            <C>
Balance
     November 1, 1992.........................................    $  0      $ 12,324      $    (297)      $  12,027
     Net Loss.................................................    --          --             (3,170)         (3,170)
                                                                 ------    ----------    -----------    -------------
Balance
     October 31, 1993.........................................    $  0      $ 12,324      $  (3,467)      $   8,857
                                                                 ------    ----------    -----------    -------------
                                                                 ------    ----------    -----------    -------------
Balance
     November 1, 1993.........................................    $  0        12,324         (3,467)          8,857
     Net Loss.................................................    --          --             (5,234)         (5,234)
                                                                 ------    ----------    -----------    -------------
Balance
     October 31, 1994.........................................    $  0      $ 12,324      $  (8,701)          3,623
                                                                 ------    ----------    -----------    -------------
                                                                 ------    ----------    -----------    -------------
Balance
     November 1, 1994.........................................    $  0        12,324         (8,701)          3,623
     Net Loss.................................................    --          --            (11,078)        (11,078)
                                                                 ------    ----------    -----------    -------------
Balance
     October 31, 1995.........................................    $  0      $ 12,324      $ (19,779)      $  (7,455)
                                                                 ------    ----------    -----------    -------------
                                                                 ------    ----------    -----------    -------------
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                       62
 

<PAGE>

<PAGE>
                HOSPITAL GROUP OF AMERICA, INC. AND SUBSIDIARIES
           (A WHOLLY OWNED SUBSIDIARY OF THE COOPER COMPANIES, INC.)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                                                             OCTOBER 31,
                                                                                    ------------------------------
                                                                                      1995       1994       1993
                                                                                    --------    -------    -------
                                                                                      (IN THOUSANDS OF DOLLARS)
 
<S>                                                                                 <C>         <C>        <C>
Cash flows from operating activities:
     Net loss....................................................................   $(11,078)   $(5,234)   $(3,170)
     Adjustments to reconcile net loss to net cash provided by operating
       activities:
          Depreciation and amortization of goodwill and loan fees................      1,790      1,735      1,674
          Accrued interest, management fees and net expenses due to Parent.......      4,328      5,477      1,658
     Change in operating assets and liabilities:
          (Increase) decrease in accounts receivable.............................       (174)    (1,698)     1,114
          (Increase) decrease in supplies, other current assets and other
            noncurrent assets....................................................        312       (570)        60
          Increase (decrease) in accounts payable, accrued expenses, estimated
            third party payor settlements, and other noncurrent liabilities......      5,060      3,785     (2,649)
                                                                                    --------    -------    -------
Net cash provided by (used in) operating activities..............................        238      3,495     (1,313)
Cash flows from investing activities:
     Proceeds from the sale of property..........................................          0        121          0
     Capital expenditures........................................................       (333)      (375)      (781)
     Proceeds from progressions settlement.......................................        421          0          0
     Other.......................................................................          5         58         62
                                                                                    --------    -------    -------
Net cash from investing activities...............................................         93       (196)      (719)
Cash flows from financing activities:
     Principal payments on long-term debt........................................     (1,210)    (1,162)    (5,168)
     Cash advance (to) from parent...............................................       (400)     1,000      2,321
                                                                                    --------    -------    -------
Net cash used by financing activities............................................     (1,610)      (162)    (2,847)
Net (decrease) increase in cash and cash equivalents.............................     (1,279)     3,137     (4,879)
Cash and cash equivalents, beginning of period...................................      3,593        456      5,335
Cash and cash equivalents, end of period.........................................   $  2,314    $ 3,593    $   456
                                                                                    --------    -------    -------
                                                                                    --------    -------    -------
Supplemental disclosure of cash flow information:
     Interest paid during the period.............................................   $  1,452    $ 1,452    $ 1,520
                                                                                    --------    -------    -------
                                                                                    --------    -------    -------
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                       63



<PAGE>

<PAGE>
                HOSPITAL GROUP OF AMERICA, INC. AND SUBSIDIARIES
           (A WHOLLY OWNED SUBSIDIARY OF THE COOPER COMPANIES, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
     Basis  of  Accounting  --  On  May 29,  1992,  The  Cooper  Companies, Inc.
('Cooper' or 'Parent')  acquired all of  the common stock  of Hospital Group  of
America,  Inc.  (HGA)  from  its ultimate  parent,  Nu-Med,  Inc.  (Nu-Med). The
acquisition of HGA was accounted for as a purchase and the purchase  adjustments
were  'pushed-down' to the  separate financial statements of  HGA resulting in a
new basis of accounting as of May 30, 1992. The Parent's cost of the acquisition
was approximately $50  million, including  the assumption  of approximately  $22
million  of third-party debt of HGA. The  purchase price was allocated to assets
and liabilities based on their estimated fair values as of the acquisition date.
The purchase price  exceeded the estimated  fair value of  the identifiable  net
assets  acquired  resulting  in  goodwill.  The  estimated  goodwill  amount  of
$6,155,000 was recorded as of May 30, 1992 and is being amortized over 30  years
on a straight-line basis.
 
     Business  -- The accompanying consolidated financial statements include the
accounts  of  HGA  and  its  wholly  owned  subsidiaries  (the  'Company').  All
intercompany  balances and transactions  have been eliminated.  The Company owns
and operates the following psychiatric facilities:
 

<TABLE>
<CAPTION>
  NAME OF FACILITY             LOCATION
- --------------------     --------------------
 
<S>                      <C>
Hartgrove Hospital       Chicago, Illinois
Hampton Hospital         Rancocas, New Jersey
Meadow Wood Hospital     New Castle, Delaware
</TABLE>

 
     Effective May 30, 1992, PSG Management, Inc. (PSG), a sister company to HGA
and a wholly-owned subsidiary of Cooper, entered into a three year agreement  to
manage  two psychiatric hospitals and the substance abuse treatment center owned
by the subsidiaries of Nu-Med,  Inc. HGA was not a  party to this agreement  and
therefore the management fee earned by PSG from the subsidiaries of Nu-Med, Inc.
is  not  recognized  in  the  accompanying  financial  statements.  However,  in
connection with this  agreement, HGA  performed services  on behalf  of PSG  for
which  it earns a fee of 25% of certain of its corporate headquarters' cost plus
a 20% mark-up. Such fees earned by  HGA from PSG amounted to $269,000,  $428,000
and $691,000 for 1995, 1994 and 1993, respectively. The agreement expired by its
terms in May 1995.
 
     Net  Patient Service Revenue -- Net  patient service revenue is recorded at
the estimated  net realizable  amounts from  patients, third-party  payors,  and
others  for services rendered, including estimated retroactive adjustments under
reimbursement agreements with  third-party payors.  Retroactive adjustments  are
accrued  on an estimated basis  in the period the  related services are rendered
and adjusted in  the period as  final settlements are  determined. In 1995,  HGA
received and recognized approximately $2,000,000 associated with prior year cost
report settlements.
 
     Charity  Care --  The Company provides  care to indigent  patients who meet
certain criteria under its charity care policy without charge or at amounts less
than its established rates.  Because the Company does  not pursue collection  of
amounts determined to qualify as charity care, they are not reported as revenue.
The  Company maintains records to identify and monitor the level of charity care
it provides. These records include the  amount of charges foregone for  services
and  supplies furnished under its charity  care policy. Charges at the Company's
established rates foregone for charity care provided by the Company amounted  to
$2,142,000,  $2,498,000  and $3,220,000  for 1995,  1994 and  1993 respectively.
Hampton Hospital is required by its Certificate  of Need to incur not less  than
5% of total patient days as free care.
 
     Health  Insurance Coverage  -- The Company  is self-insured  for the health
insurance coverage  offered  to  its  employees.  The  provision  for  estimated
self-insured  health  insurance  costs includes  management's  estimates  of the
ultimate costs for both reported claims and claims incurred but not reported.
 
                                       64
 

<PAGE>

<PAGE>
                HOSPITAL GROUP OF AMERICA, INC. AND SUBSIDIARIES
           (A WHOLLY OWNED SUBSIDIARY OF THE COOPER COMPANIES, INC.)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
 
     Supplies -- Supplies consist principally of medical supplies and are stated
at the lower of cost (first-in, first-out method) or market.
 
     Property and Equipment -- Property and  equipment are stated at fair  value
as  of May 29, 1992, the date of  the acquisition of HGA by Cooper. Depreciation
is computed on the straight-line method  over the estimated useful lives of  the
respective   assets,  which  range  from  20  to  40  years  for  buildings  and
improvements, and 5 to 10 years for equipment, furniture and fixtures.
 
     Goodwill --  Goodwill is  amortized on  a straight-line  basis over  thirty
years.  Goodwill  is reviewed  for impairment  whenever events  or circumstances
provide evidence that suggest  that the carrying amount  of goodwill may not  be
recoverable.  The Company assesses the recoverability of goodwill by determining
whether the amortization of the goodwill balance over its remaining life can  be
recovered through reasonably expected future results.
 
     Other  Assets --  Loan fees incurred  in obtaining  long-term financing are
deferred and recorded as other assets. Loan fees are amortized over the terms of
the related loans. The  balance of unamortized loan  fees amounted to  $258,000,
$399,000 and $540,000 respectively, for 1995, 1994 and 1993.
 
     Income  Taxes --  The Company  is included  in the  consolidated income tax
returns of  the Parent.  The consolidated  federal, state  and local  taxes  are
subject  to  a tax  sharing  agreement under  which  the Company's  liability is
computed on a non-consolidated basis using a combined rate of 40%.
 
     Effective November 1,  1993, the  Company adopted the  liability method  of
accounting  for income taxes as prescribed  by Statement of Financial Accounting
Standards No. 109, 'Accounting for Income Taxes' (FAS 109). The liability method
under FAS  109 measures  the expected  tax impact  of future  taxable income  or
deductions  resulting  from  temporary  differences  in  the  tax  and financial
reporting bases of assets and liabilities reflected in the consolidated  balance
sheet.  Deferred tax assets and liabilities are determined using the enacted tax
rates in effect for the year in which these differences are expected to reverse.
Under FAS 109, the effect on deferred tax assets and liabilities of a change  in
tax  rates is recognized in the period that the change was enacted. In 1993, the
Company accounted for income taxes under APB Opinion II.
 
     Cash and Cash Equivalents -- Cash and cash equivalents include  investments
in highly liquid debt instruments with a maturity of three months or less.
 
B. NET PATIENT SERVICE REVENUE
 
     The  Company  has  agreements  with  third-party  payors  that  provide for
payments to  the Company  at amounts  different from  its established  rates.  A
summary of the payment arrangements with major third-party payors follows:
 
           Commercial  Insurance -- Most commercial insurance carriers reimburse
           the Company on the  basis of the hospitals'  charges, subject to  the
           rates  and limits  specified in  their policies.  Patients covered by
           commercial insurance generally remain responsible for any differences
           between insurance proceeds and total charges.
 
           Blue Cross -- Reimbursement under  Blue Cross plans varies  depending
           on  the  areas in  which the  Company presently  operates facilities.
           Benefits  paid  to  the  Company  can  be  charge-based,  cost-based,
           negotiated  per diem rates  or approved through  a state rate setting
           process.
 
           Medicare -- Services rendered  to Medicare program beneficiaries  are
           reimbursed  under a retrospectively determined reasonable cost system
           with final  settlement determined  after  submission of  annual  cost
           reports  by the  Company and  audits thereof  by the  Medicare fiscal
           intermediary.
 
                                       65
 

<PAGE>

<PAGE>
                HOSPITAL GROUP OF AMERICA, INC. AND SUBSIDIARIES
           (A WHOLLY OWNED SUBSIDIARY OF THE COOPER COMPANIES, INC.)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
 
           Managed  Care  --   Services  rendered  to   subscribers  of   health
           maintenance   organizations,  preferred  provider  organizations  and
           similar organizations are reimbursed based on prospective  negotiated
           rates.
 
           Medicaid -- Services rendered to State Medicaid program beneficiaries
           are  reimbursed based on  rates established by  each individual State
           program.
 
     The Company's  business  activities  are  primarily  with  large  insurance
companies  and federal  and state agencies  or their  intermediaries. Other than
adjustments arising from audits by certain  of these agencies, the risk of  loss
arising  from the failure of these entities to perform according to the terms of
their respective contracts is considered remote.
 
C. RELATED PARTY TRANSACTIONS
 
     The current portion of Due to Parent at October 31, 1995 consists of  costs
of  amounts due under a Demand Note (Demand  Note) for costs incurred or paid by
the Parent in connection  with the acquisition, cash  advances from the  Parent,
interest  payable on the subordinated  note in the amount  of $1,920,000, and an
allocation of Cooper corporate services  amounting to $892,000, net of  payments
to the Parent.
 
     All  current and future borrowings under the  terms of the Demand Note bear
interest, payable monthly, commencing on December 1, 1993 at the rate of 15% per
annum (17% in the event  principal and interest is not  paid when due), and  all
principal  and all accrued  and unpaid interest  under the Demand  Note shall be
completely due and payable on demand. Prior to December 1, 1993, the Parent  did
not  charge the Company for  amounts due to it except  for amounts due under the
Subordinated Promissory Note. The Parent has indicated that a demand for payment
will not be made prior to November 1, 1996.
 
     The non-current  portion  of  Due  to  Parent  consists  of  a  $16,000,000
subordinated  note. The annual interest  rate on the note  is 12%. The principal
amount of this  Note shall be  due and payable  on May 29,  2002 unless  payable
sooner pursuant to the terms of the Note.
 
     HGA  allocates interest expense to PSG  primarily to reflect an estimate of
the interest cost on debt  incurred by HGA in connection  with the May 29,  1992
acquisition  which relates  to the  PSG management  agreement with  Nu-Med. Such
allocations amounted to $163,000, $254,000 and $194,000 for 1995, 1994 and 1993,
respectively and are recorded  as reductions of interest  on long-term debt  and
interest on due to Parent note.
 
D. EMPLOYEE BENEFITS
 
     The Company participates in Cooper's 401(k) plan (the 'Plan'), which covers
substantially  all full-time  employees with more  than 60 days  of service. The
Company matches employee contributions  up to certain  limits. These costs  were
$58,000, $61,000 and $40,000 for 1995, 1994 and 1993, respectively.
 
                                       66
 

<PAGE>

<PAGE>
                HOSPITAL GROUP OF AMERICA, INC. AND SUBSIDIARIES
           (A WHOLLY OWNED SUBSIDIARY OF THE COOPER COMPANIES, INC.)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
 
E. LONG TERM DEBT
 
     Long-term debt at October 31, 1995 and 1994 consists of the following:
 

<TABLE>
<CAPTION>
                                                                                     1995        1994
                                                                                    -------     -------
                                                                                      (IN THOUSANDS)
 
<S>                                                                                 <C>         <C>
Bank term loan, interest at 4% above the bank's prime rate (8.75% at October 31,
  1995), subject to a minimum rate of 12%, payable monthly, principal payable in
  installments from September 1992 through August 1997...........................   $ 9,889     $10,556
Industrial Revenue Bonds, interest at 85% of prime rate (8.75% at October 31,
  1995), payable quarterly, principal payable in installments through December
  31, 1995.......................................................................     1,457       2,000
                                                                                    -------     -------
                                                                                     11,346      12,556
Less current portion.............................................................    (2,124)     (1,187)
                                                                                    -------     -------
                                                                                    $ 9,222     $11,369
                                                                                    -------     -------
                                                                                    -------     -------
</TABLE>

 
     Annual maturities of long-term debt are as follows:
 

<TABLE>
<CAPTION>
                            YEAR ENDING
                             OCTOBER 31                                (IN THOUSANDS)
- --------------------------------------------------------------------
 
<S>                                                                    <C>
   1996.............................................................      $  2,124
   1997.............................................................         9,222
                                                                       --------------
                                                                          $ 11,346
                                                                       --------------
                                                                       --------------
</TABLE>

 
     The  long-term  debt agreements  contain  several covenants,  including the
maintenance of certain ratios and levels of net worth (as defined), restrictions
with respect to the payments of cash dividends on common stock and on the levels
of capital  expenditures, interest  and debt  payments. The  Industrial  Revenue
Bonds ('IRB') carries interest at 85% of prime, or approximately 7.44% per annum
at  October  31, 1995.  The holders  of the  IRB have  exercised their  right to
accelerate all payments of outstanding principal to December 31, 1995.
 
     Substantially all of the property and equipment and accounts receivable  of
the Company collateralize the debt outstanding.
 
F. COMMITMENTS AND CONTINGENCIES
 
     In  the  normal course  of  business, the  Company  is involved  in various
litigation cases.  In  the  opinion  of  management,  the  disposition  of  such
litigation will not have a material adverse effect on the Company's consolidated
financial position.
 
     The  Company  leases  certain  space and  equipment  under  operating lease
agreements. The following is a schedule of estimated minimum payments due  under
such leases with an initial term of more than one year as of October 31, 1995:
 

<TABLE>
<CAPTION>
                   YEAR ENDING OCTOBER 31                       BUILDINGS    EQUIPMENT    TOTAL
- -------------------------------------------------------------   ---------    ---------    ------
                                                                         (IN THOUSANDS)
 
<S>                                                             <C>          <C>          <C>
        1996.................................................     $ 452        $ 155      $  607
        1997.................................................       238          118         356
        1998.................................................       127           51         178
        1999 - 2000..........................................        26           19          45
                                                                ---------    ---------    ------
                                                                  $ 843        $ 343      $1,186
                                                                ---------    ---------    ------
                                                                ---------    ---------    ------
</TABLE>

 
                                       67
 

<PAGE>

<PAGE>
                HOSPITAL GROUP OF AMERICA, INC. AND SUBSIDIARIES
           (A WHOLLY OWNED SUBSIDIARY OF THE COOPER COMPANIES, INC.)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
 
     Some  of the operating  leases contain provisions  for renewal or increased
rental (based upon  increases in the  Consumer Price Index),  none of which  are
taken into account in the above table. Rental expense under all operating leases
amounted   to  $840,000,  $706,000,  and  $736,000  for  1995,  1994  and  1993,
respectively.
 
G. INCOME TAXES
 
     A reconciliation of the provision for (benefit of) income taxes included in
the Company's statement of  consolidated operations and  the amount computed  by
applying the federal income tax rate to loss from continuing operations follows:
 

<TABLE>
<CAPTION>
                                                                           YEAR ENDED OCTOBER 31,
                                                                       -------------------------------
                                                                        1995        1994        1993
                                                                       -------     -------     -------
                                                                               (IN THOUSANDS)
 
<S>                                                                    <C>         <C>         <C>
Computed expected (benefit of) taxes...............................    $(3,766)    $(1,780)    $(1,078)
Decrease in benefit resulting from:
     Amortization of intangibles...................................         70          70          70
     Net operating losses for which no tax benefit was
       recognized..................................................      3,680       1,704       1,002
     Other.........................................................         16           6           6
                                                                       -------     -------     -------
     Actual provision for income taxes.............................    $     0     $     0     $     0
                                                                       -------     -------     -------
                                                                       -------     -------     -------
</TABLE>

 
     The  tax effects  of temporary  differences that  give rise  to significant
portions of the deferred tax assets and deferred tax liabilities are as follows:
 

<TABLE>
<CAPTION>
                                                                               YEAR ENDED OCTOBER 31,
                                                                               -----------------------
                                                                                1995            1994
                                                                               -------         -------
                                                                                   (IN THOUSANDS)
 
<S>                                                                            <C>             <C>
Deferred tax assets:
     Accounts receivable, principally due to allowance for doubtful
       accounts............................................................    $   677         $   668
     Accrued liabilities, principally due to litigation reserves...........      2,830           1,008
     Net operating loss carryforwards......................................      6,341           4,806
                                                                               -------         -------
          Total gross deferred tax assets..................................      9,848           6,482
          (Valuation allowance)/offset to consolidated valuation
            allowance......................................................     (3,250)            678
                                                                               -------         -------
          Net deferred tax assets..........................................      6,598           7,160
                                                                               -------         -------
Deferred tax liabilities:
     Plant and equipment, principally due to purchase accounting
       requirements........................................................     (6,303)         (6,734)
     Other, principally due to differences in accounting methods for
       financial and tax purposes..........................................       (295)           (426)
                                                                               -------         -------
Total gross deferred tax liabilities.......................................     (6,598)         (7,160)
                                                                               -------         -------
Net deferred tax liability.................................................    $     0         $     0
                                                                               -------         -------
                                                                               -------         -------
</TABLE>

 
     The Company's net deferred  tax liability was  offset against the  Parent's
consolidated  valuation  allowance.  The  net  change  in  the  total  valuation
allowance for the year ended October 31, 1995 was an increase of $3,928,000.  At
October 31, 1994, the net change in the offset against the Parent's consolidated
valuation allowance was a decrease of $3,272,000.
 
                                       68
 

<PAGE>

<PAGE>
                HOSPITAL GROUP OF AMERICA, INC. AND SUBSIDIARIES
           (A WHOLLY OWNED SUBSIDIARY OF THE COOPER COMPANIES, INC.)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
 
     At  October  31,  1995  the  Parent  had  consolidated  net  operating loss
carryforwards, of which  approximately $10,000,000 related  to the Company.  The
tax  benefit of  an additional  $5,000,000 of  the Company's  net operating loss
carryforwards which have been utilized  in the Parent's consolidated return  are
available in the future should the Company have sufficient taxable income during
the  carryforward period. The net operating loss carryforwards expire commencing
in 2001.
 
H. PLEDGE AGREEMENT
 
     Pursuant to a  pledge agreement dated  as of January  6, 1994, between  the
Parent  and the Trustee  for the holders  of a new  class of debt  issued by the
Parent (the 'Notes') the Parent has  pledged a first priority security  interest
in  all of its right,  title and interest of its  investment in the Company, all
additional shares of stock of, or other equity interest in the Company from time
to time acquired by the Parent, all additional intercompany indebtedness of  the
Company  from time to  time held by  the Parent and  except as set  forth in the
indenture to the Notes,  the proceeds received from  the sale or disposition  of
any or all of the foregoing.
 
I. SETTLEMENTS
 
     Under  an agreement dated July 11,  1985, as amended (the 'HMG Agreement'),
Hampton  Medical  Group,  P.A.  ('HMG'),  which  is  not  affiliated  with  HGA,
contracted  to provide clinical and  clinical administrative services at Hampton
Psychiatric Institute  ('Hampton Hospital'),  the primary  facility operated  by
Hospital  Group of New Jersey, Inc. ('HGNJ'),  a subsidiary of HGA. In late 1993
and early 1994, HGNJ delivered notices  to HMG asserting that HMG had  defaulted
under  the HMG Agreement based upon billing  practices by HMG that HGNJ believed
to be fraudulent. At the  request of HMG, a New  York state court enjoined  HGNJ
from terminating the HMG Agreement based upon the initial notice and ordered the
parties to arbitrate whether HMG had defaulted.
 
     On  February 2, 1994,  HMG commenced an  arbitration in New  York, New York
(the 'Arbitration'), entitled Hampton Medical Group, P.A. and Hospital Group  of
New  Jersey, P.A. (American Arbitration Association),  in which it contested the
alleged default. In  addition, HMG  made a  claim against  HGNJ for  unspecified
damages  based on  allegedly foregone  fees on the  contention that  HMG had the
right to provide services at all HGNJ-owned facilities in New Jersey,  including
certain  outpatient clinics and the Hampton Academy, at which non-HMG physicians
have been employed.
 
     On December  30, 1994,  Blue Cross  and  Blue Shield  of New  Jersey,  Inc.
commenced  a lawsuit in the Superior Court of New Jersey entitled Blue Cross and
Blue Shield of New Jersey, Inc. v. Hampton Medical Group, et al. against HMG and
certain related entities  and individuals  unrelated to HGNJ  or its  affiliates
alleging,  among  other things,  fraudulent billing  practices (the  'Blue Cross
Action').
 
     On or  about April  12, 1995,  an individual  defendant in  the Blue  Cross
Action  who was formerly employed by HMG,  Dr. Charles Dackis, commenced a third
party claim in the Blue Cross Action against HGNJ, HGA and the Parent,  alleging
a  right under the HMG Agreement to indemnify in an unspecified amount for fees,
expenses and damages that he might incur in that action. In a letter brief filed
on or about April 17, 1995, HMG indicated an intention to bring a similar  claim
at  a later date. On  or about May 16,  1995, HGNJ, HGA and  the Parent filed an
answer to the  complaint, and  HGNJ and  HGA brought  counterclaims against  Dr.
Dackis  and cross-claims against HMG and  Dr. A.L.C. Pottash, another individual
defendant and  the  owner of  HMG,  in an  amount  to be  determined,  based  on
allegations of fraudulent and improper billing practices.
 
     On October 27, 1995, the Court dismissed with prejudice all claims asserted
by  Dr. Dackis  against HGA, HGNJ  and the Parent  in the Blue  Cross Action. On
December 11, 1995, the  Parent announced a settlement  of all disputes with  HMG
and   Dr.  Pottash.  Pursuant  to  the  settlement,  (i)  the  parties  released
 
                                       69
 

<PAGE>

<PAGE>
                HOSPITAL GROUP OF AMERICA, INC. AND SUBSIDIARIES
           (A WHOLLY OWNED SUBSIDIARY OF THE COOPER COMPANIES, INC.)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONCLUDED)
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
 
each other from, among other things, the claims underlying the Arbitration, (ii)
HGA purchased HMG's  interest in  the HMG Agreement  on December  31, 1995,  and
(iii)  HGNJ agreed to make certain payments  to Dr. Pottash in respect of claims
he had asserted. While only  HMG and Dr. Pottash  are parties to the  settlement
with  HGA, HGNJ and the Parent, HGA has not been notified of any claims by other
third party  payors or  others relating  to the  billing or  other practices  at
Hampton  Hospital, although it continues to  respond voluntarily to requests for
information from  the State  of New  Jersey Department  of Insurance  and  other
government  agencies with respect to these  matters. The settlement with HMG and
Dr. Pottash resulted in a one-time charge with a present value of $5,551,000  to
fourth  quarter fiscal 1995  earnings. That charge reflects  amounts paid to Dr.
Pottash in December 1995 of $3,100,000 included in other current liabilities  at
October 31, 1995 as well as two payments scheduled to be made to HMG in May 1997
and 1998, each in the amount of $1,537,500.
 
     HGA  and Progressions Health Systems, Inc.  entered into the purchase price
agreement which settled  cross claims  between the parties  related to  purchase
price  adjustments  (which were  credited to  goodwill)  and other  disputes and
provided for a series of payments to be made to HGA. Pursuant to this agreement,
HGA received approximately $853,000 in 1995, $421,000 of which has been credited
to Settlement of Disputes, Net.
 
                                       70


<PAGE>

<PAGE>
 
                                                                    SCHEDULE II
 
                HOSPITAL GROUP OF AMERICA, INC. AND SUBSIDIARIES
                       VALUATION AND QUALIFYING ACCOUNTS
                   YEAR ENDED OCTOBER 31, 1995, 1994 AND 1993
 

<TABLE>
<CAPTION>
                                                                     ADDITIONS     ADDITIONS     DEDUCTIONS/    BALANCE
                                                       BALANCE AT    CHARGED TO    CHARGED TO    WRITE OFFS/    AT END
                                                       BEGINNING     COSTS AND       OTHER       RECOVERIES/      OF
                                                       OF PERIOD      EXPENSES      ACCOUNTS        OTHER       PERIOD
                                                       ----------    ----------    ----------    -----------    ------
                                                                               (IN THOUSANDS)
 
<S>                                                    <C>           <C>           <C>           <C>            <C>
Allowance for doubtful accounts:
     October 31, 1995...............................     $1,834        $1,551          $0          $(1,692)     $1,693
     October 31, 1994...............................     $2,067        $1,753          $0          $(1,986)     $1,834
     October 31, 1993...............................     $2,556        $2,792          $0          $(3,281)     $2,067
</TABLE>

 
                                       71


<PAGE>

<PAGE>

                          INDEPENDENT AUDITORS' REPORT
 
The Board of Directors and Stockholders
COOPERSURGICAL, INC.:
 
     We  have audited the accompanying balance sheets of CooperSurgical, Inc. as
of October  31,  1995  and  1994, and  the  related  statements  of  operations,
stockholders'  equity (deficit),  and cash  flows for each  of the  years in the
three-year period ended October 31, 1995.  In connection with our audits of  the
financial  statements,  we also  have audited  financial statement  schedule II.
These  financial  statements  and  the  financial  statement  schedule  are  the
responsibility  of the Company's management. Our responsibility is to express an
opinion on these financial statements and the financial statement schedule based
on our audits.
 
     We conducted  our audits  in accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the financial statements referred to above present  fairly,
in  all material respects, the financial  position of CooperSurgical, Inc. as of
October 31, 1995 and 1994, and the results of its operations and its cash  flows
for  each  of the  years in  the three-year  period ended  October 31,  1995, in
conformity with generally accepted accounting  principles. Also in our  opinion,
the  related financial  statement schedule, when  considered in  relation to the
basic financial statements taken  as a whole, presents  fairly, in all  material
respects, the information set forth therein.
 
                                          KPMG PEAT MARWICK LLP
 
Stamford, Connecticut
December 4, 1995

 
                                       72


<PAGE>

<PAGE>
                              COOPERSURGICAL, INC.
                                 BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                                                                 OCTOBER 31,
                                                                                            ---------------------
                                                                                             1995          1994
                                                                                            -------      --------
                                                                                              (IN THOUSANDS OF
                                                                                                  DOLLARS)
<S>                                                                                         <C>          <C>
                                         ASSETS
Current assets:
     Cash................................................................................   $   197      $    247
     Receivables
          Trade, less allowance for doubtful accounts of $574 in 1995 and $542 in 1994...     1,598         1,649
          Other receivables..............................................................        13            53
                                                                                            -------      --------
                                                                                              1,611         1,702
                                                                                            -------      --------
     Inventories
          Raw materials..................................................................     2,068         2,544
          Work-in-process................................................................       260           283
          Finished goods.................................................................     1,121         1,535
                                                                                            -------      --------
                                                                                              3,449         4,362
                                                                                            -------      --------
     Prepaid expenses....................................................................       246           253
                                                                                            -------      --------
          Total current assets...........................................................     5,503         6,564
                                                                                            -------      --------
     Furniture and equipment.............................................................     1,725         1,499
     Less accumulated depreciation.......................................................    (1,242)         (989)
                                                                                            -------      --------
                                                                                                483           510
                                                                                            -------      --------
     Intangibles, net of accumulated amortization
          Patents........................................................................     1,005         --
          Goodwill.......................................................................     1,486         1,584
          Non-compete agreements.........................................................        45           224
          Distribution rights............................................................       132           157
                                                                                            -------      --------
                                                                                              2,668         1,965
                                                                                            -------      --------
     Other assets........................................................................       496           496
                                                                                            -------      --------
                                                                                            $ 9,150      $  9,535
                                                                                            -------      --------
                                                                                            -------      --------
                           LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
     Current installments of long-term debt..............................................   $ --         $     15
     Accounts payable....................................................................       940           941
     Accrued liabilities.................................................................     1,617         1,531
                                                                                            -------      --------
          Total current liabilities......................................................     2,557         2,487
                                                                                            -------      --------
Long-term debt...........................................................................       153           105
Due to Parent............................................................................     3,967         3,147
                                                                                            -------      --------
          Total liabilities..............................................................     6,677         5,739
                                                                                            -------      --------
Commitments and contingencies (see note 8)
Stockholders' equity:
     Series A Convertible Preferred stock:
       10,633,572 shares authorized, 10,436,660 issued and outstanding at October 31,
      1995 and 1994, par value per share $.0001, aggregate liquidation preference of
      $20,253 at October 31, 1995 and 1994 plus cumulative dividend of $4,299 at October
      31, 1995 ($2,274 in 1994)..........................................................         1             1
     Common stock: 12,000,000 shares authorized, 23,212 issued and outstanding, par value
      per share $.0001 at October 31, 1995 and 1994......................................     --            --
     Additional paid-in capital..........................................................    20,252        20,252
     Translation adjustments.............................................................     --              (67)
     Accumulated deficit.................................................................   (17,780)      (16,390)
                                                                                            -------      --------
          Total stockholders' equity.....................................................     2,473         3,796
                                                                                            -------      --------
                                                                                            $ 9,150      $  9,535
                                                                                            -------      --------
                                                                                            -------      --------
</TABLE>

 
                See accompanying notes to financial statements.
 
                                       73
 

<PAGE>

<PAGE>
                              COOPERSURGICAL, INC.
                            STATEMENTS OF OPERATIONS
 

<TABLE>
<CAPTION>
                                                                                     YEAR ENDED OCTOBER 31,
                                                                                 -------------------------------
                                                                                  1995        1994        1993
                                                                                 -------     -------     -------
                                                                                    (IN THOUSANDS OF DOLLARS)
 
<S>                                                                              <C>         <C>         <C>
Net sales....................................................................    $12,824     $12,847     $14,679
     Cost of goods sold......................................................      6,182       6,680       7,429
                                                                                 -------     -------     -------
     Gross profit............................................................      6,642       6,167       7,250
                                                                                 -------     -------     -------
Costs and expenses
     Research and development expense........................................        804         673         778
     Selling, general and administrative expense.............................      5,909       6,513      10,507
     Costs associated with restructuring operations..........................        425       --          --
     Other expense...........................................................        140           9         460
     Amortization of intangibles.............................................        318         303         290
Interest:
     Parent promissory notes.................................................        429       1,062       2,240
     Other...................................................................          7          11          18
                                                                                 -------     -------     -------
                                                                                   8,032       8,571      14,293
                                                                                 -------     -------     -------
     Net loss................................................................    $(1,390)    $(2,404)    $(7,043)
                                                                                 -------     -------     -------
                                                                                 -------     -------     -------
</TABLE>

 
                See accompanying notes to financial statements.
 
                                       74
 

<PAGE>

<PAGE>
                              COOPERSURGICAL, INC.
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
 

<TABLE>
<CAPTION>
                                                                                              RETAINED         TOTAL
                                        SERIES A               ADDITIONAL                     EARNINGS      STOCKHOLDERS
                                        PREFERRED    COMMON     PAID-IN      TRANSLATION    (ACCUMULATED       EQUITY
                                          STOCK      STOCK      CAPITAL      ADJUSTMENT       DEFICIT)       (DEFICIT)
                                        ---------    ------    ----------    -----------    ------------    ------------
                                                                   (IN THOUSANDS OF DOLLARS)
 
<S>                                     <C>          <C>       <C>           <C>            <C>             <C>
Balance at October 31, 1992..........     $  --       $ --      $  1,242        $--           $ (6,943)       $ (5,701)
Net Loss.............................        --       --          --            --              (7,043)         (7,043)
Aggregate translation adjustment.....        --       --          --               33           --                  33
                                        ---------    ------    ----------    -----------    ------------    ------------
Balance at October 31, 1993..........        --       --           1,242           33          (13,986)        (12,711)
Issuance of 9,796,660 shares of
  Series A convertible preferred
  stock (see note 5).................         1       --          19,010        --              --              19,011
Net Loss.............................        --       --          --            --              (2,404)         (2,404)
Aggregate translation adjustment.....        --       --          --             (100)          --                (100)
                                        ---------    ------    ----------    -----------    ------------    ------------
Balance at October 31, 1994..........         1       --          20,252          (67)         (16,390)          3,796
Net Loss.............................        --       --          --            --              (1,390)         (1,390)
Aggregate translation adjustment.....        --       --          --               67           --                  67
                                        ---------    ------    ----------    -----------    ------------    ------------
Balance at October 31, 1995..........     $   1       $--       $ 20,252        $--           $(17,780)       $  2,473
                                        ---------    ------    ----------    -----------    ------------    ------------
                                        ---------    ------    ----------    -----------    ------------    ------------
</TABLE>

 
                See accompanying notes to financial statements.
 
                                       75
 

<PAGE>

<PAGE>
                              COOPERSURGICAL, INC.
                            STATEMENTS OF CASH FLOWS
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
 

<TABLE>
<CAPTION>
                                                                                  1995        1994        1993
                                                                                 -------     -------     -------
                                                                                    (IN THOUSANDS OF DOLLARS)
 
<S>                                                                              <C>         <C>         <C>
Cash flows provided (used) by operating activities:
     Net loss................................................................    $(1,390)    $(2,404)    $(7,043)
Adjustments to reconcile net loss to cash provided (used) by operating
  activities:
     Depreciation and amortization...........................................        585         629         540
     Bad debt expense........................................................         18          70         191
     Interest on Parent advances.............................................      --          --          2,240
     Management fees to Parent...............................................      --          --          1,312
     Change in assets and liabilities:
          (Increase) decrease in receivables.................................         73         487        (463)
          (Increase) decrease in inventories.................................        913       1,579      (1,286)
          (Increase) decrease in other current assets........................          7         113         288
          (Increase) in other assets.........................................      --             (3)       (330)
          Increase (decrease) in accounts payable............................       (201)       (109)       (724)
          Increase (decrease) in accrued liabilities and other...............        138        (187)        517
                                                                                 -------     -------     -------
Net cash provided (used) by operating activities.............................        143         175      (4,758)
                                                                                 -------     -------     -------
Cash flows used in investing activities:
     Capital expenditures....................................................       (168)        (30)       (302)
     Purchase of patent......................................................       (821)      --          --
                                                                                 -------     -------     -------
Net cash (used) by investing activities......................................       (989)        (30)       (302)
                                                                                 -------     -------     -------
Cash flows provided (used) by financing activities:
     Proceeds from (repayment of) Parent advances............................        820        (167)      5,554
     Repayment of long-term debt.............................................        (24)        (28)       (404)
                                                                                 -------     -------     -------
Net cash provided (used) by financing activities.............................        796        (195)      5,150
                                                                                 -------     -------     -------
Net increase (decrease) in cash and cash equivalents.........................        (50)        (50)         90
                                                                                 -------     -------     -------
Cash and cash equivalents, beginning of period...............................        247         297         207
                                                                                 -------     -------     -------
Cash and cash equivalents, end of period.....................................    $   197     $   247     $   297
                                                                                 -------     -------     -------
                                                                                 -------     -------     -------
Cash paid for:
     Interest................................................................    $   429     $ 1,062     $ --
                                                                                 -------     -------     -------
                                                                                 -------     -------     -------
     Income taxes............................................................    $ --        $ --        $ --
                                                                                 -------     -------     -------
                                                                                 -------     -------     -------
Non-cash investing and financing activities:
     During  fiscal  1994, CooperSurgical's  Parent converted  $19,011,000 of
       Parent advances  into  9,796,660  shares of  CooperSurgical  Series  A
       convertible preferred stock.
</TABLE>

 
                See accompanying notes to financial statements.
 
                                       76


<PAGE>

<PAGE>
                              COOPERSURGICAL, INC.

                         NOTES TO FINANCIAL STATEMENTS
 
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
GENERAL
 
     CooperSurgical,  Inc. ('CooperSurgical'), a Delaware corporation, develops,
manufactures  and   distributes   electrosurgical,  cryosurgical   and   general
application diagnostic surgical instruments and equipment. The Cooper Companies,
Inc.  ('Parent'), a Delaware corporation, owns 100% of CooperSurgical's Series A
convertible preferred stock. CooperSurgical's  outstanding common stock is  100%
owned by individuals on the CooperSurgical Advisory Board which provides counsel
and management of clinical trials in the area of minimally invasive surgery. The
accompanying  financial statements have been  prepared from the separate records
of CooperSurgical  and may  not be  indicative of  conditions which  would  have
existed or the results of its operations if CooperSurgical operated autonomously
(see Note 5). Foreign exchange translation and transactions are immaterial.
 
DEPENDENCE UPON PARENT
 
     CooperSurgical  believes that the acquisition  of certain patented products
in fiscal  1995,  the continued  consolidation  of administrative,  selling  and
marketing  functions to its Shelton facility, and continued inventory reductions
will permit it to meet  its cash obligations until  its liability to its  Parent
matures.
 
     CooperSurgical's liability to Parent matures on May 1, 1997, and the Parent
is  committed to  funding the Company's  cash requirements,  as necessary, until
that date.
 
     CooperSurgical does not expect to be able to repay its liability to  Parent
at  maturity without a significant improvement in operating results from present
levels. There can be no assurance that  such an improvement will be achieved  or
that  the  Parent  will extend  further  the maturity  date  of CooperSurgical's
liability.
 
REVENUE RECOGNITION
 
     CooperSurgical recognizes  product  revenue  when  risk  of  ownership  has
transferred  to the buyer,  net of appropriate provisions  for sales returns and
bad debts.
 
INCOME TAXES
 
     CooperSurgical is included in  the consolidated income  tax returns of  the
Parent.  The consolidated federal,  state and local  taxes are subject  to a tax
sharing agreement  under  which  CooperSurgical's liability  is  computed  on  a
non-consolidated basis using a combined rate of 40%.
 
     Effective  November 1, 1993, CooperSurgical adopted the liability method of
accounting for income taxes as  prescribed by Statement of Financial  Accounting
Standards No. 109, 'Accounting for Income Taxes' (FAS 109). The liability method
under  FAS 109  measures the  expected tax  impact of  future taxable  income or
deductions resulting  from  temporary  differences  in  the  tax  and  financial
reporting  bases of assets and liabilities reflected in the consolidated balance
sheet. Deferred tax assets and liabilities are determined using the enacted  tax
rates in effect for the year in which these differences are expected to reverse.
Under  FAS 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in  the period that the change  is enacted. In 1993  and
prior years, the Company accounted for income taxes under APB Opinion 11.
 
POSTEMPLOYMENT BENEFITS
 
     Effective  November  1,  1994, CooperSurgical,  Inc.  adopted  Statement of
Financial   Accounting   Standards   No.   112,   'Employer's   Accounting   for
Postemployment  Benefits' ('FAS 112'). FAS  112 establishes accounting standards
for  employers   who  provide   benefits  to   former  or   inactive   employees
 
                                       77
 

<PAGE>

<PAGE>
                              COOPERSURGICAL, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
after    employment   but   before    retirement   ('postemployment   benefit').
Postemployment benefits are all types of benefits provided to former or inactive
employees, their beneficiaries, and covered dependents. Those benefits  include,
but are not limited to, salary continuation, supplemental unemployment benefits,
severance    benefits,    disability-related   benefits    (including   workers'
compensation), job training and counseling, and continuation of benefits such as
healthcare benefits and life insurance coverage.
 
     The termination benefits portion of the restructuring charge, discussed  in
note 2, has been accounted for in accordance with the provisions of FAS 112.
 
INVENTORIES
 
     Inventories are carried at the lower of cost, determined on an average cost
basis, or market.
 
ADVERTISING
 
     CooperSurgical  expenses the production costs of advertising the first time
the advertising takes  place, except for  direct-response advertising, which  is
capitalized and amortized over its expected period of future benefits.
 
     Direct  Response advertising  consists primarily  of catalog  mailings that
include order forms for CooperSurgical's products. The capitalized costs of  the
advertising  are amortized over a  three to four month  period or until the next
catalog mailing is made.
 
     At October 31, 1995 and 1994, direct response advertising costs of $136,000
and $45,000,  respectively,  were  included  in  prepaid  expenses.  Advertising
expense  was $839,000, $1,033,000 and $1,300,000 in fiscal 1995, 1994, and 1993,
respectively.
 
FURNITURE AND EQUIPMENT
 
     Furniture and equipment are  carried at cost.  Depreciation is computed  on
the straight-line method over the estimated useful lives of depreciable assets.
 
AMORTIZATION OF INTANGIBLES
 
     Amortization   is  currently  provided  on   all  intangible  assets  on  a
straight-line basis over  periods up  to 20 years.  Accumulated amortization  at
October  31,  1995 and  1994 was  $1,454,000  and $1,136,000,  respectively. The
Company assesses the recoverability of  goodwill and other long-lived assets  by
determining  whether the amortization of these  assets over their remaining life
can be recovered through reasonably expected future cash flow.
 
STOCK BASED COMPENSATION
 
     In October, 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards 123, 'Accounting for Stock-Based  Compensation
(FAS  123).' FAS  123 applies  to all transactions  in which  an entity acquires
goods or services by issuing equity instruments such as common stock, except for
employee stock ownership plans. FAS 123  establishes a new method of  accounting
for  stock-based compensation  arrangements with  employees which  is fair value
based. The statement encourages  (but does not require)  employers to adopt  the
new  method in  place of the  provisions of Accounting  Principles Board Opinion
(APB) No. 25, Accounting for Stock  Issued to Employees. Companies may  continue
to  apply the  accounting provisions  of APB No.  25 in  determining net income,
however, they must apply the disclosure requirements of FAS 123. If the  Company
adopts  the fair value based method of FAS 123, a higher compensation cost would
result for  fixed stock  option plans  and a  different compensation  cost  will
result  for  the  Company's  contingent  or  variable  stock  option  plans. The
recognition provisions and disclosure requirements of FAS 123 are effective  for
fiscal
 
                                       78
 

<PAGE>

<PAGE>
                              COOPERSURGICAL, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
years  beginning after December 15, 1995.  The Company will adopt the disclosure
requirements but not the recognition requirements in its 1997 fiscal year.  Such
adoption will have no impact on reported results.
 
(2) SIGNIFICANT EVENTS
 
RESTRUCTURING
 
     During  fiscal 1995,  CooperSurgical closed  their Redmond,  Washington and
Belgium field  offices whereby  all  employees at  these locations  and  certain
support  personnel  at CooperSurgical's  Shelton, Connecticut  headquarters were
terminated, resulting  in a  $425,000  restructuring charge.  The  restructuring
charge  includes termination benefits of  $314,000 which covers eight employees.
As of October 31, 1995, $262,000 of these termination benefits had been paid and
five employees had been officially terminated.
 
PATENT ACQUISITION
 
     During fiscal 1995, CooperSurgical acquired the rights to certain  patented
products  for $1,000,000. As  of October 31,  1995, $800,000 had  been paid, the
final $200,000 installment (reported in accounts payable at October 31, 1995) is
due at the earlier of June 15,  1996 or the date certain contractual  milestones
are met.
 
(3) EXPORT SALES
 
     CooperSurgical  had export sales of  $2,118,000, $2,441,000, and $2,200,000
for the years ended October 31, 1995, 1994 and 1993, respectively.
 
(4) ACCOUNTS PAYABLE
 
     CooperSurgical utilized  a  cash  concentration  account  with  the  Parent
whereby  approximately $180,000 and $193,000 of checks issued and outstanding at
October 31, 1995 and 1994, respectively, in excess of related bank cash balances
were reclassified to accounts payable. Sufficient funds were available from  the
Parent to cover these checks.
 
(5) RELATED PARTY TRANSACTIONS
 
     Included  in CooperSurgical's  selling, general  and administrative expense
are Parent allocations  for technical  service fees of  $389,000, $514,000,  and
$1,312,000  for the years  ended October 31, 1995,  1994 and 1993, respectively.
Technical service fees  for the  year ended  October 31,  1993 include  $134,000
relating to redetermination of the appropriate amount for the year ended October
31, 1992. These costs are charges from the Parent for accounting, legal, tax and
other  services provided to CooperSurgical  and are added to  the balance Due to
Parent.
 
     On January  24,  1994,  CooperSurgical's Parent  converted  $19,011,000  of
Parent  advances into  9,796,660 shares  of CooperSurgical  Series A convertible
preferred stock  and  converted  the  remaining  $3,313,000  balance  of  Parent
advances  into a Term  Note, with principal  and interest due  January 24, 1996,
bearing interest  at  12%, compounded  monthly  (Parent advances  in  excess  of
$4,000,000  bear interest at 15%, compounded  monthly). On January 10, 1995, the
maturity date of this Term Note  for principal plus any accrued unpaid  interest
was extended to May 1, 1997.
 
                                       79
 

<PAGE>

<PAGE>
                              COOPERSURGICAL, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
(6) INCOME TAXES
 
     A reconciliation of the provision for (benefit of) income taxes included in
CooperSurgical's statement of operations and the amount computed by applying the
federal  income  tax rate  to income  (loss)  from continuing  operations before
extraordinary items and income taxes follows:
 

<TABLE>
<CAPTION>
                                                                               YEARS ENDED OCTOBER 31,
                                                                              -------------------------
                                                                              1995     1994      1993
                                                                              -----    -----    -------
                                                                              (IN THOUSANDS OF DOLLARS)
 
<S>                                                                           <C>      <C>      <C>
Computed expected provision for (benefit of) taxes.........................   $(473)   $(817)   $(2,395)
Increase (decrease) in taxes resulting from:
     Amortization of intangibles...........................................      33       33         29
     Net operating losses for which no tax benefit was recognized..........     432      781      2,364
     Other.................................................................       8        3          2
                                                                              -----    -----    -------
Actual provision for income taxes..........................................   $--      $--      $ --
                                                                              -----    -----    -------
                                                                              -----    -----    -------
</TABLE>

 
     The tax  effects of  temporary differences  that give  rise to  significant
portions of the deferred tax assets and deferred liabilities are as follows:
 

<TABLE>
<CAPTION>
                                                                                        OCTOBER 31,
                                                                                     ------------------
                                                                                      1995       1994
                                                                                     -------    -------
                                                                                       (IN THOUSANDS
                                                                                        OF DOLLARS)
 
<S>                                                                                  <C>        <C>
Deferred tax assets:
     Accounts receivable, principally due to allowance for doubtful accounts......   $   230    $   152
     Inventories, principally due to obsolescence reserves........................       697        594
     Accrued liabilities, principally due to compensation accruals................       327        148
     Net operating loss carryforwards.............................................     5,731      5,675
     Other........................................................................        98         11
                                                                                     -------    -------
     Total gross deferred tax assets..............................................     7,083      6,580
     Less valuation allowance.....................................................    (7,083)    (6,580)
                                                                                     -------    -------
     Net deferred tax asset.......................................................   $ --       $ --
                                                                                     -------    -------
                                                                                     -------    -------
</TABLE>

 
     The  valuation allowance  increased $503,000  and $1,250,000  for the years
ended October 31, 1995 and 1994, respectively.
 
     At October  31,  1995,  the  Parent had  consolidated  net  operating  loss
carryforwards  of which approximately $11,400,000 related to CooperSurgical. The
tax benefit of  an additional  $3,000,000 of CooperSurgical  net operating  loss
carryforwards  which have been utilized in  the Parent's consolidated return are
available in the  future should  CooperSurgical have  sufficient taxable  income
during  the  carryforward period.  The net  operating loss  carryforwards expire
commencing in 2006.
 
                                       80
 

<PAGE>

<PAGE>
                              COOPERSURGICAL, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
(7) LONG-TERM DEBT
 
     Long-term debt consists of the following:
 

<TABLE>
<CAPTION>
                                                                                                     OCTOBER 31,
                                                                                                     ------------
                                                                                                     1995    1994
                                                                                                     ----    ----
                                                                                                    (IN THOUSANDS
                                                                                                     OF DOLLARS)
 
<S>                                                                                                  <C>     <C>
Note payable; interest at 9%, maturing 1998.......................................................   $105    $120
Capitalized lease; interest at 8%, maturing 1999..................................................     48     --
                                                                                                     ----    ----
                                                                                                      153     120
Less current portion..............................................................................    --      (15)
                                                                                                     ----    ----
                                                                                                     $153    $105
                                                                                                     ----    ----
                                                                                                     ----    ----
</TABLE>

 
     During fiscal 1995,  CooperSurgical acquired a  new telephone system  under
the terms of a capital lease for $72,000 whereby CooperSurgical can purchase the
system  for $1 at the  end of the 48  month lease term. As  of October 31, 1995,
accumulated depreciation associated with the telephone system totaled $5,000.
 
     Annual  maturities  of  long-term  debt,  including  current   installments
thereof, are as follows:
 

<TABLE>
<CAPTION>
             YEAR ENDING OCTOBER 31,                (IN THOUSANDS OF DOLLARS)
- -------------------------------------------------   -------------------------
 
<S>                                                 <C>
1996.............................................             $ --
1997.............................................                35
1998.............................................               109
1999.............................................                 9
</TABLE>

 
(8) COMMITMENTS AND CONTINGENCIES
 
     In the normal course of its business, CooperSurgical is involved in various
litigation  cases.  In  the  opinion  of  management,  the  disposition  of such
litigation will  not  have  a  materially  adverse  effect  on  CooperSurgical's
financial condition.
 
     CooperSurgical  leases certain  property and  equipment under noncancelable
operating lease agreements. The following is a schedule of the estimated minimum
payment due under such leases with an initial  term of more than one year as  of
October 31, 1995:
 

<TABLE>
<CAPTION>
             YEAR ENDING OCTOBER 31,                (IN THOUSANDS OF DOLLARS)
- -------------------------------------------------   -------------------------
 
<S>                                                 <C>
1996.............................................             $ 263
1997.............................................               256
1998.............................................               262
1999.............................................               263
2000.............................................               263
2001 and thereafter..............................               262
</TABLE>

 
     Rental expense for all leases amounted to approximately $317,000, $311,000,
and $340,000 for the years ended October 31, 1995, 1994 and 1993, respectively.
 
(9) EMPLOYEE BENEFITS
 
     CooperSurgical employees are eligible to participate in the Parent's 401(k)
Savings  Plan, a  defined contribution plan  and the  Parent's Retirement Income
Plan, a defined  benefit plan. As  of October 31,  1995, CooperSurgical has  not
elected  to  participate  in  the  Parent's  Retirement  Income  Plan.  Employer
contributions to the Parent's 401(k) Savings Plan, as well as costs and expenses
of administering the
 
                                       81
 

<PAGE>

<PAGE>
                              COOPERSURGICAL, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONCLUDED)
 
Plan, are allocated  to CooperSurgical  as appropriate. These  amounts were  not
significant for the years ended October 31, 1995, 1994 and 1993.
 
(10) SERIES A CONVERTIBLE PREFERRED STOCK
 
     The  Series A Convertible Preferred Stock  is convertible into Common Stock
on a one-to-one  basis, subject to  adjustment for stock  splits, dividends  and
certain  other distributions of Common Stock and  has voting rights equal to the
number of shares of Common Stock into which it is convertible. CooperSurgical is
required to reserve for issuance, shares of Common Stock equal to the shares  of
Preferred  Stock issued and  outstanding at any given  date. The Preferred Stock
has a  liquidation preference  of  $1.940625 per  share and  accrues  cumulative
dividends   of  $0.1940625  per  share  per  annum.  The  aggregate  liquidation
preference of  the Preferred  Stock at  October 31,  1995 is  $20,253,000,  plus
cumulative  dividends of  $4,299,000. The  Preferred Stock  participates ratably
with the Common Stock in any additional dividends declared beyond the cumulative
dividends and in  any remaining  assets beyond the  liquidation preference.  The
Series A Convertible Preferred Stock represents 99.8% of the total voting rights
of all outstanding CooperSurgical stock.
 
                                       82


<PAGE>

<PAGE>
 
                                                                    SCHEDULE II
 
                              COOPERSURGICAL, INC.
                       VALUATION AND QUALIFYING ACCOUNTS
                       THREE YEARS ENDED OCTOBER 31, 1995
 

<TABLE>
<CAPTION>
                                                                                    ADDITIONS
                                                        BALANCE AT    CHARGED TO    CHARGED TO                  BALANCE
                                                        BEGINNING     COSTS AND       OTHER                     END OF
                   CLASSIFICATION                        OF YEAR       EXPENSES      ACCOUNTS     DEDUCTIONS     YEAR
- -----------------------------------------------------   ----------    ----------    ----------    ----------    -------
                                                                       (AMOUNTS IN THOUSANDS OF DOLLARS)
 
<S>                                                     <C>           <C>           <C>           <C>           <C>
Allowance for doubtful accounts:
     Year ended October 31, 1995.....................      $542          $ 18          $ 38          $ 24        $ 574
                                                        ----------    ----------        ---           ---       -------
                                                        ----------    ----------        ---           ---       -------
     Year ended October 31, 1994.....................      $472          $ 70          $ --          $ --        $ 542
                                                        ----------    ----------        ---           ---       -------
                                                        ----------    ----------        ---           ---       -------
     Year ended October 31, 1993.....................      $281          $197          $ --          $  6        $ 472
                                                        ----------    ----------        ---           ---       -------
                                                        ----------    ----------        ---           ---       -------
</TABLE>

 
                                       83



<PAGE>

<PAGE>
3. EXHIBITS.
 

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                                                                                          PAGE
- -------                                                                                                         ----

<C>      <S>                                                                                                    <C>
  3.1    -- Restated Certificate of Incorporation, as partially amended, incorporated by reference to Exhibit
           4(a)  to the Company's  Registration Statement on Form  S-3 (No. 33-17330)  and Exhibits 19(a) and
           19(c) to the Company's Quarterly Report on Form 10-Q for the Fiscal Quarter ended April 30, 1988.
  3.2    -- Certificate of Amendment of Restated Certificate of Incorporation dated September 21, 1995.
  3.3    -- Amended and Restated By-Laws, incorporated by reference to Exhibit 3.2 to the Company's Report on
           Form 8-A dated January 18, 1994.
  4.1    -- Second Supplemental Indenture, dated as of January 6, 1994, between the Company and Bankers Trust
           Company, as  successor  trustee,  with respect  to  the  10 5/8%  Convertible  Subordinated  Reset
           Debentures  due 2005, incorporated by reference to Exhibit 4.3 to the Company's Report on Form 8-A
           dated January 18, 1994.
  4.2    -- Indenture,  dated as  of January  6, 1994,  between the  Company and  IBJ Schroder  Bank &  Trust
           Company,  as  trustee,  with  respect to  the  10%  Senior Subordinated  Secured  Notes  due 2003,
           incorporated by reference to  Exhibit 4.8 to the  Company's Report on Form  8-A dated January  18,
           1994.
  4.3    --  Pledge Agreement, dated January  6, 1994, by the  Company in favor of  IBJ Schroder Bank & Trust
           Company, as Trustee, incorporated by reference to Exhibit 4.9 to the Company's Report on Form  8-A
           dated January 18, 1994.
  4.4    --  Rights Agreement, dated as of October 29, 1987,  between the Company and The First National Bank
           of Boston, incorporated by reference  to Exhibit 4.1 to the  Company's Current Report on Form  8-K
           dated October 29, 1987.
  4.5    -- Amendment No. 1 to Rights Agreement, dated as of June 14, 1993, between the Company and The First
           National  Bank of  Boston, incorporated by  reference to  Exhibit 10.4 to  the Company's Quarterly
           Report on Form 10-Q for the fiscal quarter ended April 30, 1993.
  4.6    -- Amendment No. 2 to Rights  Agreement, dated as of January 16,  1995, between the Company and  The
           First  National Bank of Boston,  incorporated by reference to Exhibit  4.6 to the Company's Annual
           Report on Form 10-K for the fiscal year ended October 31, 1994.
  4.7    -- Certificate of  Designation, Preferences and  Rights of Series  A Junior Participating  Preferred
           Stock  of The Cooper Companies,  Inc., incorporated by reference to  Exhibit 4.10 of the Company's
           Annual Report on Form 10-K for the fiscal year ended October 31, 1989.
 10.1    -- 1988 Long  Term Incentive  Plan, Amended and  Restated as  of January 16,  1995, incorporated  by
           reference  to Exhibit 10.1 to the  Company's Annual Report on Form  10-K for the fiscal year ended
           October 31, 1994.
 10.2    -- Turn-Around Incentive Plan,  incorporated by reference  to Exhibit 10.2  to the Company's  Annual
           Report on Form 10-K for the fiscal year ended October 31, 1994.
 10.3    --  Severance Agreement entered into as  of June 10, 1991, by  and between CooperVision, Inc. and A.
           Thomas Bender, incorporated  by reference to  Exhibit 10.26 to  Amendment No. 1  to the  Company's
           Annual Report on Form 10-K for the fiscal year ended October 31, 1992.
 10.4    --  Letter dated March 25, 1994, to A. Thomas Bender from the Chairman of the Compensation Committee
           of the Company's Board of  Directors, incorporated by reference to  Exhibit 10.4 to the  Company's
           Annual Report on Form 10-K for the fiscal year ended October 31, 1994.
</TABLE>

 
                                       84
 

<PAGE>

<PAGE>
 

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                                                                                          PAGE
- -------                                                                                                         ----
<C>      <S>                                                                                                    <C>
 10.5    --  Employment Agreement dated  as of December  1, 1991, by  and between Robert  S. Holcombe and the
           Company, incorporated by reference  to Exhibit 10.27  to Amendment No. 1  to the Company's  Annual
           Report on Form 10-K for the fiscal year ended October 31, 1992.
 10.6    --  Letter Agreement dated  November 16, 1994,  by and between  Robert S. Holcombe  and the Company,
           incorporated by reference  to Exhibit 10.6  to the Company's  Annual Report on  Form 10-K for  the
           fiscal year ended October 31, 1994.
 10.7    -- Letter Agreement dated October 3, 1995, by and between Robert S. Holcombe and the Company.
 10.8    --  Severance Agreement entered into as  of April 26, 1990, by  and between Nicholas J. Pichotta and
           the Company.
 10.9    -- Letter Agreement dated November 1, 1992, by and between Nicholas J. Pichotta and the Company.
 10.10   -- Employment Agreement entered into as of May 27, 1992, by and between Mark R. Russell and Hospital
           Group of America, Inc., incorporated by reference  to Exhibit 10.20 to Form 10-K-A dated  February
           27, 1995.
 10.11   --  Letter Agreement  dated June  18, 1993,  by and between  Mark R.  Russell and  Hospital Group of
           America, Inc., incorporated by reference to Exhibit 10.21 to Form 10-K-A dated February 27, 1995.
 10.12   -- Letter Agreement dated  January 11, 1995, by  and between Mark R.  Russell and Hospital Group  of
           America, Inc., incorporated by reference to Exhibit 10.22 to Form 10-K-A dated February 27, 1995.
 10.13   --  Severance Agreement entered into as  of August 21, 1989, by and  between Robert S. Weiss and the
           Company, incorporated by reference  to Exhibit 10.28  to Amendment No. 1  to the Company's  Annual
           Report on Form 10-K for the fiscal year ended October 31, 1992.
 10.14   -- 1990 Restricted Stock Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated
           by reference to the Company's Proxy Statement dated June 15, 1990.
 10.15   --  1996  Long  Term  Incentive Plan  for  Non-Employee  Directors of  The  Cooper  Companies, Inc.,
           incorporated by  reference  to the  Company's  proxy statement  for  its 1996  Annual  Meeting  of
           Stockholders.
 10.16   --  Exchange Agreement, dated  June 12, 1992  by and between  the Company and  Cooper Life Sciences,
           Inc., incorporated by reference to Exhibit 28(d) to the Company's Current Report on Form 8-K dated
           June 12, 1992.
 10.17   -- Settlement Agreement, dated June 12, 1992, by  and between the Company and Cooper Life  Sciences,
           Inc., incorporated by reference to Exhibit 28(e) to the Company's Current Report on Form 8-K dated
           June 12, 1992.
 10.18   --  Exchange Agreement,  dated June 14,  1993, between the  Company and Cooper  Life Sciences, Inc.,
           incorporated by reference to Exhibit 10.1 to the  Company's Quarterly Report on Form 10-Q for  the
           fiscal quarter ended April 30, 1993.
 10.19   -- Registration Rights Agreement, dated June 14, 1993, between the Company and Cooper Life Sciences,
           Inc., incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for
           the fiscal quarter ended April 30, 1993.
 10.20   --  Settlement Agreement, dated June  14, 1993, between the Company  and Cooper Life Sciences, Inc.,
           incorporated by reference to Exhibit 10.5 to the  Company's Quarterly Report on Form 10-Q for  the
           fiscal quarter ended April 30, 1993.
</TABLE>

 
                                       85
 

<PAGE>

<PAGE>
 

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                                                                                          PAGE
- -------                                                                                                         ----
<C>      <S>                                                                                                    <C>
 10.21   --  Amendment No. 1 to Settlement Agreement of June  14, 1993, dated as of January 16, 1995, between
           the Company and  Cooper Life Sciences,  Inc., incorporated by  reference to exhibit  10.14 to  the
           Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1994.
 10.22   --  Agreement dated as of  September 28, 1993, among  Medical Engineering Corporation, Bristol-Myers
           Squibb Company and the Company, incorporated by reference to Exhibit 10.1 to the Company's Current
           Report on Form 8-K dated October 1, 1993.
 11      -- Calculation of Net Income per Common Share.
 21      -- Subsidiaries.
 23      -- Consent of KPMG Peat Marwick LLP.
 27      -- Financial Data Schedule.
(b)      Reports on Form 8-K.
           September 27, 1995 -- Item 5. Other Events
</TABLE>

 
                                       86


<PAGE>

<PAGE>

                                   SIGNATURES
 
     Pursuant  to  the requirements  of Section  13 or  15(d) of  the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on January 12, 1996.
 
                                          THE COOPER COMPANIES, INC.
 
                                          By:        /S/ A. Thomas Bender
                                             ...................................
                                                      A. THOMAS BENDER
                                                 PRESIDENT, CHIEF EXECUTIVE
                                                    OFFICER AND DIRECTOR
 
     Pursuant to the requirements of the  Securities Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated on the dates set forth opposite their
respective names.
 

<TABLE>
<CAPTION>
                SIGNATURE                                     CAPACITY                            DATE
- ------------------------------------------  --------------------------------------------   -------------------
 
<S>                                         <C>                                            <C>
         /s/ ALLAN E. RUBENSTEIN            Chairman of the Board of Directors              January 12, 1996
 .........................................
           ALLAN E. RUBENSTEIN
 
           /s/ A. THOMAS BENDER             President, Chief Executive Officer and          January 12, 1996
 .........................................    Director
             A. THOMAS BENDER
 
           /s/ ROBERT S. WEISS              Executive Vice President, Treasurer and         January 12, 1996
 .........................................    Chief Financial Officer
             ROBERT S. WEISS
 
         /s/ STEPHEN C. WHITEFORD           Vice President and Corporate Controller         January 12, 1996
 .........................................
           STEPHEN C. WHITEFORD
 
            /s/ MARK A. FILLER              Director                                        January 12, 1996
 .........................................
              MARK A. FILLER
 
         /s/ MICHAEL H. KALKSTEIN           Director                                        January 12, 1996
 .........................................
           MICHAEL H. KALKSTEIN
 
              /s/ MOSES MARX                Director                                        January 12, 1996
 .........................................
                MOSES MARX
 
             /s/ DONALD PRESS               Director                                        January 12, 1996
 .........................................
               DONALD PRESS
 
           /s/ STEVEN ROSENBERG             Director                                        January 12, 1996
 .........................................
             STEVEN ROSENBERG
</TABLE>

 
                                       87


                              STATEMENT OF DIFFERENCES
                              ------------------------

The British pound sign shall be expressed as 'L'
The trademark symbol shall be expressed as 'tm'
The registered trademark symbol shall be expressed as 'r'





<PAGE>

<PAGE>

                                 EXHIBIT INDEX
 

<TABLE>
<CAPTION>
                                                                                                          LOCATION
                                                                                                         OF EXHIBIT
                                                                                                        IN SEQUENTIAL
EXHIBIT                                                                                                   NUMBERING
NUMBER                                     DESCRIPTION OF DOCUMENT                                         SYSTEM
- -------  --------------------------------------------------------------------------------------------   -------------
<C>      <S>                                                                                            <C>
  3.1    -- Restated Certificate of Incorporation, as partially amended, incorporated by reference to
           Exhibit  4(a)  to the  Company's Registration  Statement  on Form  S-3 (No.  33-17330) and
           Exhibits 19(a) and 19(c)  to the Company's  Quarterly Report on Form  10-Q for the  Fiscal
           Quarter ended April 30, 1988..............................................................
  3.2    --  Certificate of  Amendment of Restated  Certificate of Incorporation  dated September 21,
           1995......................................................................................
  3.3    -- Amended and Restated By-Laws, incorporated by  reference to Exhibit 3.2 to the  Company's
           Report on Form 8-A dated January 18, 1994.................................................
  4.1    --  Second Supplemental  Indenture, dated  as of  January 6,  1994, between  the Company and
           Bankers Trust  Company, as  successor trustee,  with respect  to the  10 5/8%  Convertible
           Subordinated  Reset Debentures due 2005,  incorporated by reference to  Exhibit 4.3 to the
           Company's Report on Form 8-A dated January 18, 1994.......................................
  4.2    -- Indenture, dated as of January 6, 1994, between the Company and IBJ Schroder Bank & Trust
           Company, as trustee, with respect to the  10% Senior Subordinated Secured Notes due  2003,
           incorporated by reference to Exhibit 4.8 to the Company's Report on Form 8-A dated January
           18, 1994..................................................................................
  4.3    --  Pledge Agreement, dated January 6, 1994, by the  Company in favor of IBJ Schroder Bank &
           Trust Company,  as Trustee,  incorporated by  reference to  Exhibit 4.9  to the  Company's
           Report on Form 8-A dated January 18, 1994.................................................
  4.4    --  Rights  Agreement, dated  as of  October 29,  1987,  between the  Company and  The First
           National Bank of Boston, incorporated by reference to Exhibit 4.1 to the Company's Current
           Report on Form 8-K dated October 29, 1987.................................................
  4.5    -- Amendment No. 1 to Rights Agreement, dated  as of June 14, 1993, between the Company  and
           The  First  National Bank  of Boston,  incorporated by  reference to  Exhibit 10.4  to the
           Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1993.......
  4.6    -- Amendment No. 2 to  Rights Agreement, dated as of  January 16, 1995, between the  Company
           and  The First National  Bank of Boston, incorporated  by reference to  Exhibit 4.6 to the
           Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1994...........
  4.7    -- Certificate  of Designation,  Preferences and  Rights of  Series A  Junior  Participating
           Preferred  Stock of The Cooper Companies, Inc.,  incorporated by reference to Exhibit 4.10
           of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1989....
 10.1    -- 1988 Long Term Incentive Plan, Amended and Restated as of January 16, 1995,  incorporated
           by  reference to Exhibit 10.1 to  the Company's Annual Report on  Form 10-K for the fiscal
           year ended October 31, 1994...............................................................
 10.2    -- Turn-Around Incentive Plan,  incorporated by reference to  Exhibit 10.2 to the  Company's
           Annual Report on Form 10-K for the fiscal year ended October 31, 1994.....................
 10.3    --  Severance Agreement entered into as of June  10, 1991, by and between CooperVision, Inc.
           and A. Thomas Bender, incorporated by reference to Exhibit 10.26 to Amendment No. 1 to the
           Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1992...........
 10.4    -- Letter dated March 25,  1994, to A. Thomas Bender  from the Chairman of the  Compensation
           Committee  of the Company's Board of Directors,  incorporated by reference to Exhibit 10.4
           to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1994....
 10.5    -- Employment Agreement dated as of December 1, 1991, by and between Robert S. Holcombe  and
           the  Company,  incorporated  by reference  to  Exhibit 10.27  to  Amendment No.  1  to the
           Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1992...........
 10.6    -- Letter Agreement  dated November  16, 1994,  by and between  Robert S.  Holcombe and  the
           Company,  incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form
           10-K for the fiscal year ended October 31, 1994...........................................
</TABLE>

 
                                       88
 

<PAGE>

<PAGE>
 

<TABLE>
<CAPTION>
                                                                                                          LOCATION
                                                                                                         OF EXHIBIT
                                                                                                        IN SEQUENTIAL
EXHIBIT                                                                                                   NUMBERING
NUMBER                                     DESCRIPTION OF DOCUMENT                                         SYSTEM
- -------  --------------------------------------------------------------------------------------------   -------------
<C>      <S>                                                                                            <C>
 10.7    -- Letter  Agreement dated  October 3,  1995,  by and  between Robert  S. Holcombe  and  the
           Company...................................................................................
 10.8    --  Severance  Agreement entered  into as  of April  26,  1990, by  and between  Nicholas J.
           Pichotta and the Company..................................................................
 10.9    -- Letter Agreement  dated November 1,  1992, by and  between Nicholas J.  Pichotta and  the
           Company...................................................................................
 10.10   --  Employment Agreement entered into as of May 27, 1992, by and between Mark R. Russell and
           Hospital Group of America, Inc., incorporated by reference to Exhibit 10.20 to Form 10-K-A
           dated February 27, 1995...................................................................
 10.11   -- Letter Agreement dated June 18, 1993, by  and between Mark R. Russell and Hospital  Group
           of America, Inc., incorporated by reference to Exhibit 10.21 to Form 10-K-A dated February
           27, 1995.
 10.12   --  Letter Agreement  dated January 11,  1995, by and  between Mark R.  Russell and Hospital
           Group of America, Inc., incorporated  by reference to Exhibit  10.22 to Form 10-K-A  dated
           February 27, 1995.........................................................................
 10.13   --  Severance Agreement entered into as  of August 21, 1989, by  and between Robert S. Weiss
           and the Company,  incorporated by reference  to Exhibit 10.28  to Amendment No.  1 to  the
           Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1992...........
 10.14   --  1990 Restricted  Stock Plan  for Non-Employee Directors  of The  Cooper Companies, Inc.,
           incorporated by reference to the Company's Proxy Statement dated June 15, 1990............
 10.15   -- 1996 Long Term Incentive Plan for  Non-Employee Directors of The Cooper Companies,  Inc.,
           incorporated  by reference to the Company's proxy statement for its 1996 Annual Meeting of
           Stockholders..............................................................................
 10.16   -- Exchange  Agreement, dated  June 12,  1992 by  and between  the Company  and Cooper  Life
           Sciences, Inc., incorporated by reference to Exhibit 28(d) to the Company's Current Report
           on Form 8-K dated June 12, 1992...........................................................
 10.17   --  Settlement Agreement, dated  June 12, 1992, by  and between the  Company and Cooper Life
           Sciences, Inc., incorporated by reference to Exhibit 28(e) to the Company's Current Report
           on Form 8-K dated June 12, 1992...........................................................
 10.18   -- Exchange Agreement, dated June  14, 1993, between the  Company and Cooper Life  Sciences,
           Inc.,  incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form
           10-Q for the fiscal quarter ended April 30, 1993..........................................
 10.19   -- Registration Rights Agreement, dated June 14,  1993, between the Company and Cooper  Life
           Sciences,  Inc.,  incorporated by  reference to  Exhibit 10.3  to the  Company's Quarterly
           Report on Form 10-Q for the fiscal quarter ended April 30, 1993...........................
 10.20   -- Settlement Agreement, dated June 14, 1993, between the Company and Cooper Life  Sciences,
           Inc.,  incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form
           10-Q for the fiscal quarter ended April 30, 1993..........................................
 10.21   -- Amendment No. 1 to Settlement Agreement of  June 14, 1993, dated as of January 16,  1995,
           between  the Company and Cooper Life Sciences,  Inc., incorporated by reference to exhibit
           10.14 to the Company's Annual  Report on Form 10-K for  the fiscal year ended October  31,
           1994......................................................................................
 10.22   --  Agreement  dated  as  of  September 28,  1993,  among  Medical  Engineering Corporation,
           Bristol-Myers Squibb Company and the Company, incorporated by reference to Exhibit 10.1 to
           the Company's Current Report on Form 8-K dated October 1, 1993............................
 11      -- Calculation of Net Income per Common Share...............................................
 21      -- Subsidiaries.............................................................................
 23      -- Consent of KPMG Peat Marwick LLP.........................................................
 27      -- Financial Data Schedule.
</TABLE>

 
                                       89





<PAGE>








<PAGE>
                               STATE OF DELAWARE
                        OFFICE OF THE SECRETARY OF STATE
 
                            ------------------------
 
     I,  Edward J. Freel, Secretary of State of the State of Delaware, do hereby
certify the attached is a true and correct copy of the Certificate of  Amendment
of 'The Cooper Companies, Inc.', filed in this office on the twenty-first day of
September, A.D. 1995, at 9 o'clock a.m.
 
     A  certified copy of this Certificate has been forwarded to the Kent County
Recorder of Deeds for recording.
 

<TABLE>
<S>                                          <C>
                                             EDWARD J. FREEL
[SECRETARY'S OFFICE SEAL]                    -----------------------------------
                                             Edward J. Freel, Secretary of State
 
                                             AUTHENTICATION: 7648348
 
                                                       DATE: 09-21-95
</TABLE>

 
0888137  8100
 
950215639





<PAGE>

<PAGE>


                            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  laws 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 IV(a)
     shall read in its entirety as follows:
 
             (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.
 
          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 American Stock Transfer and
        Trust  Company   (the  'Exchange   Agent'  or   '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  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 provisions hereof.
        No certificates of scrip representing fractional share interests in  New
        Common  Stock will be issued, and no such fractional share interest will
        entitle the holder thereof to
 




<PAGE>

<PAGE>
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 interest will be effected by the Exchange Agent or its nominee as
soon as practicable on the basis of prevailing market prices of the Common Stock
on the New  York Stock Exchange  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  interest
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 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 fraction 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 Restate 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 stockholder 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.
 




<PAGE>

<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 21 day of September, 1995.

 
                                          THE COOPER COMPANIES, INC.
 
                                          By:  A. THOMAS BENDER
                                               -------------------------
                                               A. Thomas Bender
                                               President and
                                               Chief Executive Officer
 
ATTEST:
 
By: MARISA F. JACOBS
    ------------------------
    Marisa F. Jacobs
    Secretary



<PAGE>







<PAGE>


[The Cooper Companies Logo]                       The Cooper Companies, Inc.
                                                  1 Bridge Plaza, Sixth Floor
                                                  Fort Lee, NJ 07024 USA
                                                  201-585-5100
                                                  201-585-5355 Fax
 
                                                                 October 3, 1995
 
Robert S. Holcombe
547 Brook Avenue
River Vale, NJ 07642
 
Dear Bob:
 
     In  view of  the decision to  close the  Fort Lee office,  this letter sets
forth the  agreement  between  us  with  respect  to  the  termination  of  your
employment  with The Cooper Companies, Inc.  ('Cooper'). As used in this letter,
'Employment Agreement'  shall refer  to the  Employment Agreement,  dated as  of
December  1, 1991, between you and Cooper, as amended on November 16, 1994. Each
capitalized term  used herein  which is  not otherwise  defined shall  have  the
meaning  assigned to it in the Employment  Agreement. To the extent there is any
inconsistency between the  Employment Agreement and  this letter agreement,  the
provisions of this letter agreement shall be controlling. This letter shall also
constitute  the  Notice of  Termination  called for  under  Section 4(c)  of the
Employment Agreement.
 
     By signing this  agreement, you acknowledge  that you were  advised by  the
Company to consult with another attorney before signing, that you negotiated the
agreement  and  that  this agreement  accurately  sets  forth the  terms  of our
agreement
 regarding termination of  your employment. Should  you decide to  sign
the  agreement, you  will have  a period of  seven calendar  days following your
execution of the  agreement in which  to revoke your  consent, which  revocation
must be in writing signed by you.
 
     1. Termination. (a) The termination of your employment with Cooper shall be
effective  April 30, 1996 (the 'Termination Date'). Subject to the last sentence
of this subparagraph (a) and to subparagraph 1 (b) below, you shall continue  to
fully  and faithfully  perform those  duties assigned to  you by  Cooper in your
current capacity as Senior  Vice President and General  Counsel and continue  to
receive  your  Annual Salary  at  your current  rate  and all  other  rights and
benefits to which  you are entitled  under your Employment  Agreement until  the
close  of business on the Termination  Date. Notwithstanding the foregoing, from
March 1, 1996 through and including April  30, 1996, you shall work at the  rate
of  18.75 hours per  week and shall receive  an Annual Salary  payable at a rate
equal to 50% of your current Annual Salary.
 
     (b) Should you notify the  Company in writing at  least 30 days before  its
effectiveness  of a  decision to  end your  employment prior  to the Termination
Date, you shall  continue to  receive your  Annual Salary  through such  earlier
termination  date  at the  rate  currently in  effect (or  50%  of that  rate if
subsequent to February 29, 1996) and all other rights and benefits to which  you
are  entitled. All of the severance benefits  described in Section 2 below shall
remain due to you  on exactly the  same terms as  described therein except  that
provision of the same shall begin on the early
 




<PAGE>

<PAGE>
Robert S. Holcombe
October 3, 1995
Page 2
 
termination  date, rather than  on April 30,  1996. Upon delivery  of the notice
provided  for  herein,  such  early  termination  date  shall  become  the   new
Termination Date.
 
     2.  Benefits. (a)  Your employment  has been  terminated by  Cooper without
Cause, thereby entitling you to all of the benefits specified in Section 5(c) of
the Employment Agreement.
 
     (b) On the Termination Date, Cooper shall deliver to you a check in payment
of all accrued but unused vacation time less all amounts required to be withheld
in connection with ordinary tax withholding rules and regulations.
 
     (c) Following the Termination Date, Cooper will facilitate the transfer  of
any funds in which you are vested under the Cooper 401(k) Plan.
 
     (d) All rights with respect to options or restricted stock issued under the
1988  Long Term Incentive Plan shall be governed by the provisions of such Plan,
the various  Option  Certificates  and Restricted  Stock  Agreements  issued  in
accordance with such Plan and the Turn-Around Incentive Plan.
 
     (e)  With respect  to your  1995 and pro  rata 1996  Incentive Payment Plan
bonuses, in view of the changed circumstances all of your MBOs will be deemed to
have been achieved and there will be no negative distinction made in  comparison
with  other senior Cooper  executives when determining the  amount of your bonus
payments.
 
     (f) In  full satisfaction  of  Cooper's obligations  to you  under  Section
5(c)(iii)  of the Employment Agreement, Cooper  shall pay you on the Termination
Date a lump sum retirement benefit in the amount of $48,330.60.
 
     3. Release. On the Termination Date, you will execute and deliver to Cooper
a General Release in the form attached hereto.
 
     4. Return of Records. You hereby agree and confirm that, on or prior to the
Termination Date,  you  will return  to  the Company  all  documents  containing
Non-Public  Information relating to the Company or entities in or with which the
Company has, or  has contemplated or  is contemplating any  investment or  other
transaction  which  you obtained  during your  employment  with Cooper.  As used
herein, 'Non-Public  Information' shall  mean any  information relating  to  the
Company,   its  investments  and  acquisitions   and  proposed  investments  and
acquisitions, and entities affiliated  with any of the  foregoing that you  have
acquired  by  reason  of  your  employment  with  the  Company,  except  for (A)
information which is in the public domain at the time of receipt by you, and (B)
information which, after  receipt thereof  by you,  becomes part  or the  public
domain through no improper act or omission of yours.
 




<PAGE>

<PAGE>
Robert S. Holcombe
October 3, 1995
Page 3
 
     5.  Remaining Agreement.  Except as  modified by  the terms  of this letter
agreement, all of the  terms and conditions of  your Employment Agreement  shall
remain in full force and effect.
 
     6.  Notice. Notices to be given hereunder  shall be deemed given if made in
accordance with  Section  10 of  the  Employment Agreement,  provided  that  the
address  to  be  used for  the  Company  shall be:  6140  Stoneridge  Mall Road,
Pleasanton, CA 94588, and the address to  be used for you shall be your  address
as  specified on the first page of this  letter, or such other address as either
party shall specify in a  written notice given to  the other in accordance  with
such Section 10 and this provision.
 
     You hereby confirm and acknowledge that you have read this letter agreement
and  fully understand  the provisions  contained herein.  If the  foregoing sets
forth your understanding  of our agreement,  please sign in  the space  provided
below-v  for  your  signature,  whereupon this  letter  shall  become  a binding
agreement.
 
     This  letter  agreement  will be  governed  by  the laws  of the  State  of
California (without giving effect to its choice of law provisions).
 
                                          Very truly yours,
                                          THE COOPER COMPANIES, INC.
 
                                          By:           ROBERT L. WEISS
                                                ------------------------------
 
ACCEPTED AND AGREED as
of the date first written above
 
ROBERT S. HOLCOMBE
- ------------------------------------
Robert S. Holcombe





<PAGE>






<PAGE>
                              SEVERANCE AGREEMENT
 
     This  AGREEMENT, entered into as of April 26, 1990, by and between NICHOLAS
J. PICHOTTA  (the  'Employee')  and  THE  COOPER  COMPANIES,  INC.,  a  Delaware
corporation   (together  with  its  subsidiaries   referred  to  herein  as  the
'Company'),
 
                               W I T N E S S E T H:
 
     WHEREAS the  Company recognizes  that the  Employee's contribution  to  the
betterment of the Company has been substantial; and
 
     WHEREAS  the  Company believes  it to  be important  both to  the Company's
future prosperity and to  its general interests  to obtain assurance  concerning
the  continuation of the Employee's employment  and to provide the Employee with
incentives:
 
     NOW, THEREFORE, in consideration of the mutual covenants herein  contained,
the parties agree as follows:
 
     1. Term of Agreement.
 
     This  Agreement shall be in effect from  the date hereof until the earliest
of the following:
 
                                       1
 




<PAGE>

<PAGE>
     (a) The date when the Employee ceases to be employed by the Company, if  no
severance benefit is provided under this Agreement as a result of the employment
termination; or
 
     (b)  The date when all obligations of the parties under this Agreement have
been satisfied, if  the Employee  ceases to  be employed  by the  Company and  a
severance benefit is provided under this Agreement
 as a result of the employment
termination.
 
     2. Employment and Compensation.
 
     (a)  The Company agrees to employ the Employee during the Employment Period
(as  hereinafter  defined)  as   Vice-President  of  Corporate  Development   of
CooperVision,  Inc.  (together  with  its  predecessor,  CooperVision Ophthalmic
Products, Inc., hereinafter referred to as 'CVI'), reporting to the  Co-Chairmen
of  the Board of Directors of  the Company and to the  President of CVI, and the
Employee agrees to be so employed by  the Company, all subject to the terms  and
conditions of this Agreement.
 
     (b)  Annual Base  Salary: During  the Employee's  employment hereunder, the
Company shall  pay the  Employee, through  its wholly-owned  subsidiary, CVI,  a
salary  at  the rate  of  not less  than  $140,000 (One  Hundred  Forty Thousand
Dollars) per annum ('Annual Base Salary'), payable in equal regular installments
on the 15th and last  day of each month. The  Board of Directors of the  Company
may from time to time, in its sole
 
                                       2
 




<PAGE>

<PAGE>
and  absolute discretion, increase  the Employee's Annual  Base Salary. Any such
increased salary shall become the Annual Base Salary on and after the  effective
date of such increase.
 
     (c)  Incentive Payment Plan: The Employee  shall be eligible to participate
in the CVI Incentive Payment Plan ('IPP') at the 35% award level. Such IPP bonus
shall be payable to the  Employee if and only if  (i) the Board of Directors  of
the  Company shall have established criteria for  the earning of an IPP bonus by
CVI employees and (ii)  such criteria shall have  been achieved and IPP  bonuses
shall have been paid thereunder to other eligible CVI employees.
 
     (d) Restricted Stock Grant:
 
          (i)  The Company agrees to submit  for stockholder approval, not later
than at the  next annual stockholders  meeting of the  Company, a new  incentive
stock  plan. Promptly following the approval of such plan, the Employee shall be
granted the right to  purchase 40,000 shares of  restricted common stock of  the
Company  at a purchase price of $0.10 per share (the 'Restricted Shares'), to be
purchased and held  in accordance with  the terms of  such incentive stock  plan
(the  'Plan'). The restrictions on the Restricted Shares shall be removed as set
forth in Section 2(d)(ii) hereof.
 
          (ii) The restrictions on the Restricted Shares shall be removed in the
following percentages of the total number  of such shares, provided the  average
closing price of the Company's common stock over a consecutive thirty day period
 
                                       3
 




<PAGE>

<PAGE>
achieves the indicated stock price during the Employment Period:
 

<TABLE>
<CAPTION>
     STOCK PRICE             % UNRESTRICTED
     -----------             --------------
 
     <S>                     <C>
     $4.43                           20%
      5.22                           40%
      6.16                           60%
      7.27                           80%
      8.58                          100%
</TABLE>

 
Promptly  following the  last day of  the Employment Period,  the Employee shall
sell to the Company, and  the Company shall repurchase,  at $0.10 per share  all
the  Restricted  Shares  from which  restrictions  shall not  have  been removed
pursuant to this Section 2(d) during the Employment Period. Notwithstanding  the
foregoing, upon a resignation following a Change in Control, pursuant to Section
5  hereof, all restrictions shall be removed  from the Restricted Shares and the
certificates evidencing such shares promptly shall be delivered to the Employee.
The Employee agrees to execute a restricted stock agreement with respect to  the
Restricted Shares in a form reasonably acceptable to counsel to the Company.
 
     (e) Relocation  Expenses and Loan:  The Employee  agrees to relocate to the
State of Connecticut for the purpose of establishing a new headquarters for CVI.
The Company shall reimburse the Employee for the reasonable  expense  associated
with such relocation in accordance with the Company's  Employee Transfer Expense
Policy dated August 21, 1989;  except that,  with respect to such  relocation to
Connecticut,  the  Employee  waives any right,  pursuant to Section IV.C of such
policy or otherwise, to reimbursement by the Company of any loss incurred
 
                                       4
 




<PAGE>

<PAGE>
upon the sale of the Employee's  house in California. Upon such relocation,  the
Company  shall pay to Employee  a one-time lump sum  transition allowance in the
amount of  $33,600  (Thirty-three  Thousand  Six  Hundred  Dollars).  Upon  such
relocation,  the Company  agrees to offer  to the Employee  a relocation housing
loan in an amount up  to $90,000 secured by either  (i) a valid and  enforceable
first  lien of mortgage upon the home purchased with such funds; or (ii) a valid
and enforceable second lien of mortgage upon the home purchase with such  funds,
provided  that such second lien is permitted by  the terms of any first lien and
that the total indebtedness secured by  the home purchased shall not exceed  85%
of  the lesser of the  purchase price or the  appraised value therefor. The loan
shall bear interest at the Prime Rate of interest charged by the Chase Manhattan
Bank, as from time to time adjusted, with interest only to be paid quarterly  in
arrears  and principal and unpaid interest, if any, due in full on the 120th day
following Date of Termination. The Employee  shall execute a loan agreement  and
such  other document as shall reasonably be required by the Company, all in form
acceptable to counsel for the Company. Such documents shall provide, inter alia,
that the  Company may  offset  any unpaid  principal  and interest  against  any
severance benefit or compensation due upon termination, if any.
 
     (f) Automobile  Allowance:  From and after the date upon which the Employee
relocates   pursuant  to  Section  2(e)  and  continuing  through  the  Date  of
Termination,  the Company shall pay to the Employee an  automobile  allowance of
$300 per month
 
                                       5
 




<PAGE>

<PAGE>
and shall reimburse the  Employee for the  reasonable operating cost  associated
with the business use of such automobile.
 
     (g)  Benefits: During the Employment Period, the Employee shall participate
in all employee benefit plans and receive such fringe benefits as are from  time
to  time made generally available to  CVI's senior management including, without
limitation,  life  insurance,  accidental  death  and  dismemberment  insurance,
surgical,  medical and  hospital expense  benefits, long-term  disability plans,
Stock Purchase  Savings  and  Retirement  Income  Plans.  Upon  presentation  of
appropriate  documentation,  the Company  shall reimburse  the Employee  for all
proper expenses incurred by him in the performance of his duties, in  accordance
with the policies and procedures established by the Company.
 
     (h) Sales Bonus: The Company agrees to submit to the Board of Directors for
approval  a program for  the payment of a  sale bonus (the  'Sale Bonus') to CVI
Headquarters Staff, to be earned only upon the closing of a sale by the  Company
of  CVI to a third party buyer. If approved, such Sale Bonus would total, in the
aggregate for all eligible employees of CVI and of the Company, an amount  equal
to  1%  (one  percent)  of  the Sale  Price,  as  hereinafter  defined. Promptly
following the approval of such program, the Employee shall assist the  President
of  CVI in submitting for  approval to the Co-Chairmen of  the Company a list of
proposed eligible employees of CVI and  the Company, together with the  proposed
percentage  of the aggregate pool to be allocated to each eligible employee. For
purposes hereof,
 
                                       6
 




<PAGE>

<PAGE>
the 'Sale Price' shall be deemed to be the total consideration paid in cash  and
securities  for CVI,  inclusive of  all long-term debt,  if any,  assumed by the
purchaser. Securities, if any, included in the Sale Price shall be valued at the
fair market value therefor on the date of closing.
 
     3. Involuntary Termination Without Cause.
 
     If the  Company terminates  the Employee's  employment without  Cause,  the
Company shall pay the Employee a severance benefit in an amount equal to 200% of
the  Employee's  Annual  Base  Salary  and shall  deliver  to  the  Employee all
certificates evidencing those of the  Restricted Shares from which  restrictions
shall  have been removed  prior to the  Date of Termination  pursuant to Section
2(d). Promptly  following  such termination,  the  Employee shall  sell  to  the
Company,  and  the Company  shall  repurchase at  $0.10  per share,  all  of the
Restricted Shares from which restrictions shall  not have been removed prior  to
the  Date of Termination. For purposes  of this Agreement, a termination without
cause shall include but not be limited to the Employee ceasing to be employed by
the Company  as  a result  of  the Employee's  continuing  in the  employ  of  a
division,  subsidiary or other business unit of  the Company that has been sold,
transferred or otherwise conveyed to a  third party. The Company shall give  the
Employee  not less than  90 days' advance  notice in writing  of any termination
without Cause.
 
                                       7
 




<PAGE>

<PAGE>
     4. Resignation for Good Reason.
 
     If the Employee terminates his  employment for Good Reason then,  following
the  Date of Termination, the Company shall pay the Employee a severance benefit
in an  amount equal  to 200%  of the  Employee's Annual  Base Salary  and  shall
deliver  to the  Employee all  certificates evidencing  those of  the Restricted
Shares from which  restrictions shall  have been removed  prior to  the Date  of
Termination  pursuant to Section 2(d).  Promptly following such termination, the
Employee shall sell to  the Company, and the  Company shall repurchase at  $0.10
per  share, all of the Restricted Shares  from which restrictions shall not have
been removed prior to the Date of Termination.
 
     5. Resignation After Change in Control.
 
     If the Employee  terminates his  employment without Good  Reason within  90
days  after a Change in Control, the  Company shall pay the Employee a severance
benefit in an  amount equal to  150% of  the Employee's Annual  Base Salary;  in
addition,  all restrictions shall be removed  from the Restricted Shares and the
certificates, evidencing such shares shall be delivered to the Employee promptly
following the Date of Termination.
 
                                       8
 




<PAGE>

<PAGE>
     6. Resignation With Notice.
 
     If the Employee terminates his employment other than pursuant to Section 4,
5 or 7 hereof, and provided that  the Employee shall have given the Company  not
less  than 90 days' advance written notice of such termination, then the Company
shall pay to the Employee a severance benefit  in an amount equal to 25% of  the
Employee's  Annual Base Salary and the Company shall have no further obligations
to the Employee  under this  Agreement other  than for  those benefits  provided
under  the Company's Retirement Income and  Stock Purchase Savings Plan or those
benefits,  if  any,   which  the  Company   is  required  by   law  to   provide
notwithstanding   any  agreement  to  the   contrary.  Promptly  following  such
resignation, the  Employee shall  sell to  the Company,  and the  Company  shall
repurchase at $0.10 per share, all the Restricted Shares from which restrictions
shall not have been removed prior to the Date of Termination.
 
     7. Relocation.
 
     If  the Company notifies the Employee  that his principal workplace will be
moved to any location  more than 50 miles  from his present principal  workplace
except  to  any location  maintained as  the headquarters  of any  business unit
acquired by the Company or by CVI and the Employee elects not to relocate,  then
the  Employee's employment shall  terminate on the  relocation date specified in
the notice referred to in this
 
                                       9
 




<PAGE>

<PAGE>
Section 7 and  the Company  shall pay  the Employee  a severance  benefit in  an
amount  equal to 150% of the Employee's  Annual Base Salary and shall deliver to
the Employee all  certificates evidencing  those of the  Restricted Shares  from
which  restrictions shall  have been  removed prior  to the  Date of Termination
pursuant to  Section 2(d).  Promptly following  such termination,  the  Employee
shall  sell to the Company, and the Company shall repurchase at $0.10 per share,
all of the Restricted Shares from which restrictions shall not have been removed
prior to the Date of Termination. The  Company shall give the Employee not  less
than  90 days' advance notice of any relocation described in this Section 7. The
Employee shall consent to or decline the relocation within 90 days of receipt of
notice. The  Employee  hereby  consents  to  the  relocation  of  his  principal
workplace to the Sate of Connecticut as set forth in Section 2(e), or to another
headquarters location maintained by any business unit acquired by the Company or
by  CVI, and hereby waives  any right to benefits pursuant  to this Section 7 on
account of such relocations. Following  any relocation of the Employee  pursuant
to this Section 7, the location of the CVI corporate headquarters in Connecticut
or of the afore-referenced headquarters location maintained by any business unit
acquired  by the Company  or by CVI  shall be deemed  to be Employee's principal
workplace for the purpose of this Section 7.
 
                                       10







<PAGE>

<PAGE>

     8. DEATH

     If  the Employee's employment  shall be terminated by  reason of his death,
the Company shall pay to such person as the Employee shall have designated in  a
notice  filed with the Company or, if no such person shall have been designated,
to the Employee's estate, a severance benefit in an amount equal to 200% of  the
Employee's Annual Base Salary and shall deliver to the Employee all certificates
evidencing  those of  the Restricted Shares  from which  restrictions shall have
been removed prior to the Date of Termination pursuant to Section 2(d). Promptly
following such termination,  the Employee  shall sell  to the  Company, and  the
Company  shall repurchase at $0.10 per share,  all of the Restricted Shares from
which restrictions shall not have been removed prior to the Date of Termination.
 
     9. TERMINATION FOR CAUSE.
 
     If the Company terminates the Employee's employment for Cause, the  Company
shall pay to the Employee his Annual Base Salary through the Date of Termination
and  the Company shall have  not further obligations to  the Employee under this
Agreement other than for those benefits provided under the Company's  Retirement
Income  and Stock  Purchase Savings  Plan or those  benefits, if  any, which the
Company is  required by  law to  provide notwithstanding  any agreement  to  the
contrary. Promptly following such termination, the Employee shall sell to
 
                                       11
 




<PAGE>

<PAGE>
the  Company,  and the  Company shall  repurchase  at $0.10  per share,  all the
Restricted Shares from which restrictions shall  not have been removed prior  to
the Date of Termination.
 
     10. PAYMENT OF SEVERANCE BENEFIT.
 
     (a) Election. If the Employee becomes entitled to a severance benefit under
the  preceding sections of this Agreement, he  may elect whether such benefit is
to be paid in  a lump sum  under Subsection (b) below  or in installments  under
Subsection  (c) below.  Such an  election shall be  submitted to  the Company in
writing within five business days after the Date of Termination. If the Employee
fails to submit a timely written election to the Company, such benefit shall  be
paid in a lump sum under Subsection (b) below.
 
     (b)  Lump Sum. A benefit payable under this Subsection (b) shall be paid in
a single lump sum within 10 business days after the Date of Termination.
 
     (c) Installments. A benefit payable under this Subsection (c) shall be paid
by continuing the Employee's Annual Base Salary in accordance with the Company's
regular payroll practices until such  benefit is exhausted, commencing with  the
period  next following  the last  payroll period  during which  the Employee was
employed by the Company.
 
     (d) Withholding. All payments made under this Agreement shall be subject to
reduction to reflect any
 
                                       12
 




<PAGE>

<PAGE>
withholding taxes or other amounts required by applicable law or regulation.
 
     (e) Death. Any amount  payable under this Section  10 after the  Employee's
death  shall be paid to  the beneficiary or beneficiaries  designated by him for
this purpose in writing or, if there is no surviving beneficiary, to his estate.
 
     11. GROUP INSURANCE.
 
     (a) General. If the  Employee becomes entitled to  a benefit payable  under
Section  3, 4, 5, or 7  hereof the Employee's participation (including dependent
coverage) in the life, accident,  disability, health and dental insurance  plans
of  the  Company, shall  be continued,  or equivalent  benefits provided  by the
Company at no cost to the Employee until the earlier of 24 months following  the
Date  of  Termination or  the date  the Employee  becomes covered  by equivalent
benefits by a subsequent employer;
 
     (b) Coordination  with  COBRA Coverage.  For  purposes of  determining  the
required  duration of any contribution coverage  under the Company's health care
plans mandated by law, the period of any continued coverage under this Agreement
following the termination of the Employee's  employment shall be counted as  all
or part of such required duration.
 
                                       13
 




<PAGE>

<PAGE>
     12. OTHER BENEFITS
 
     If  the Employee becomes entitled to a benefit  under Section 3, 4, 5 or 7,
he shall also receive the following benefits:
 
          (a) The Employee shall be entitled to receive a pro rata share of  any
     amounts  payable, if any, under the CVI Headquarters Incentive Payment Plan
     approved by the Board of Directors of  the Company, based on the number  of
     months  the Employee served as an employee during the fiscal year completed
     or already underway,  payable if and  when other participants  in the  Plan
     receive payment from the Company thereunder.
 
          (b)  The  Employee shall  fully  vest in  all  benefits due  under the
     Company's Retirement Income Plan  or, if prohibited  by the terms  thereof,
     shall  be  entitled to  receive  benefits substantially  equivalent  to the
     benefits accrued thereunder. Whether benefits are substantially  equivalent
     for  purposes of the preceding sentence shall be determined without regards
     to the tax consequences thereof.
 
          (c) The Company shall continue to pay to the Employee, for a period of
     90 days from the Date of Termination, the automobile allowance described in
     Section 2 hereof.
 
                                       14
 




<PAGE>

<PAGE>
     13. NO MITIGATION REQUIRED.
 
     The Employee shall not  be required to mitigate  the amount of any  benefit
provided under this Agreement by seeking new employment or otherwise.
 
     14. COMPETITIVE ACTIVITY.
 
     During  the  Employment  Period  and  for  a  further  period  of  one year
thereafter, the Employee shall not:
 
          (a) Participate, without the written consent of the Board of Directors
     or a person authorized thereby, in the management or control of, or act  as
     an  executive for or employee of,  any business operation or any enterprise
     if such operation or enterprise engages in substantial competition with any
     material line of business at the time actively conducted by the Company  or
     any  of its subsidiaries, divisions, affiliates or new business or business
     units including, without limitation,  CVI (collectively, the  'Companies');
     provided,  however, that the foregoing shall not include the mere ownership
     of not more than five percent of the equity securities of any enterprise or
     the participation in an  investment banking firm  or otherwise engaging  in
     investment  banking  activities and  in that  capacity serving  or advising
     enterprises in competition with the Companies;
 
          (b) Solicit, in competition  with the Companies, any  person who is  a
     customer of the business conducted by the
 
                                       15
 




<PAGE>

<PAGE>
Companies or of any business in which the Companies are substantially engaged at
any time during the Employment Period; and
 
          (c)  Induce or  attempt to persuade  any employee of  the Companies to
     terminate his  or  her  employment  relationship in  order  to  enter  into
     competitive employment.
 
     15. UNAUTHORIZED DISCLOSURE.
 
     During  the  Employment  Period  and  for a  further  period  of  ten years
thereafter, the  Employment  shall not,  except  as  required by  any  court  or
administrative  agency, without the written consent of the Board of Directors or
a person authorized thereby, disclose to  any person, other than an employee  of
the  Company  or  a  person  to  whom  disclosure  is  reasonably  necessary  or
appropriate in connection with the performance by the Employee or his duties  to
the Company, any confidential information obtained by him while in the employ of
the  Company  with  respect  to  any  of  the  Company's  inventions, processes,
customers, methods of  distribution, methods  of manufacturing,  attorney-client
communications,  pending or  contemplated acquisitions, other  trade secrets, or
any other material which the Company is obliged to keep confidential pursuant to
any confidentiality  agreement  or  protective order;  provided,  however,  that
confidential  information shall not  include any information  now known or which
becomes known
 
                                       16
 




<PAGE>

<PAGE>
generally to the public (other than as a result of an unauthorized disclosure by
The Employee) or any information of a type not otherwise considered confidential
by a person engaged in the same business or a business similar to that conducted
by the Companies.
 
     16. SCOPE OF COVENANTS; REMEDIES.
 
     The following provisions shall apply to the covenants contained in  Section
14 and 15 hereof;
 
          (a) The  covenants  contained in Sections  14(a) and 14(b) shall apply
     within the  territories in which any of the Companies are actively  engaged
     in the conduct of business during the Employment Period including,  without
     limitation, the territories in which customers are then being solicited;
 
          (b) Without limiting  the right  of the  Company to  pursue all  other
     legal and equitable remedies available for violation by the Employee of the
     covenants contained in Sections 14 and 15 hereof, it is expressly agreed by
     the  Employee  and  the  Company  that  such  other  remedies  cannot fully
     compensate the Company for any such violation and that the Company shall be
     entitled to  injunctive  relief  to  prevent  any  such  violation  or  any
     continuing violation thereof;
 
          (c)  Each party intends and  agrees that if, in  any action before any
     court or agency  legally empowered  to enforce the  covenants contained  in
     Sections 14 and 15 hereof, any term,
 
                                       17
 




<PAGE>

<PAGE>
restriction,  covenant or promise contained therein  is found to be unreasonable
and accordingly unenforceable, then such term, restriction, covenant or  promise
shall  be deemed modified to the extent necessary to make it enforceable by such
court or agency; and
 
          (d) The covenants contained in Sections 14 and 15 hereof shall survive
     the conclusion of the Employment Period.
 
     17. MISCELLANEOUS PROVISIONS.
 
          (a) Limitation on Severance Benefits. The severance benefits set forth
     in  Sections  3, 4,  5, 6,  7 and  8  of this  Agreement shall  be mutually
     exclusive. Nothing  contained  herein  shall be  construed  to  permit  the
     payment of severance benefits under more than one of said Sections 3, 4, 5,
     6, 7 and 8.
 
          (b)  Excess Parachute Cap. In the  event that any payments or benefits
     received or to be  received by the Employee  pursuant to this Agreement  in
     connection  with  a  Change  in  Control  as  defined  herein  or  upon the
     termination of the  Employee's employment  would not be  deductible to  the
     Company,  in whole or in part, as a  result of Section 280G of the Internal
     Revenue Code,  then such  payments  or benefits  shall  be reduced  by  the
     minimum amounts necessary so that no portion thereof is not deductible. Any
     determination  with regard to  whether or not any  such payment or benefits
     would be  deductible as  a result  of Section  280G shall  be made  by  tax
     counsel
 
                                       18
 




<PAGE>

<PAGE>
selected   by  the  Company's  independent  auditors,  in  accordance  with  the
principles of Section 280c.
 
     (c)  Delivery  of  Notice.  All   notices,  requests,  demands  and   other
communications  made pursuant to this Agreement shall be in writing and shall be
deemed duly given (a)  if delivered by  hand, and the time  delivered or (b)  if
mailed,  at the time mailed  at any general or  branch United States Post Office
enclosed in  a  registered  or  certified postpaid  envelope  addresses  to  the
respective parties as follows:
 
             If to the company:
 
             The Cooper Companies, Inc.
             3145 Porter Drive
             Palo Alto, California 94304
             Att: Corporate Secretary
 
             with a copy to:
             250 Park Avenue
             6th Floor
             New York, New York 10177
             Att: General Counsel
 
             If to The Employee:
 
             c/o The Cooper Companies, Inc.
             3145 Porter Drive
             Palo Alto, California 94304
 
             with a copy to:

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

             ------------------------------------
 
or  to such other address  as either party may  have previously furnished to the
other in writing in the manner set forth
 
                                       19
 




<PAGE>

<PAGE>

above, provided that such  notice of change of  address shall only be  effective
upon receipt.
 
     (d)  Waiver. No  provision of this  Agreement shall be  modified, waived or
discharged unless the modification, waiver or discharge is agreed to in  writing
and  signed by the  Employee and the company.  No waiver by  either party of any
breach of, or of compliance with, any condition or provision shall be  construed
as  a  waiver of  any  breach of,  or compliance  with,  any other  condition or
provision or of the same condition or provision at another time.
 
     (e)  Assignment  and  Successors.  Neither  party shall assign any right or
delegate any obligation hereunder without the other party's written consent, and
any  purported  assignment  or  delegation  by a party hereto  without the other
party's  written  consent shall be void. The Company shall require any successor
(whether   direct  or  indirect   and  whether  by  purchase,   lease,   merger,
consolidation,  liquidation  or  otherwise) to all or  substantially  all of the
company's  business  and/or  assets,  by an  agreement  in  substance  and  form
satisfactory to the Employee, to assume this Agreement in the same manner and to
the same extent as the Company would be required to perform it in the absence of
a  succession.  The  Company's  failure to obtain  such  agreement  prior to the
effectiveness  of a  succession  shall be a breach of this  Agreement  and shall
entitle the Employee to all of the  compensation  and benefits to which he would
have been entitled  hereunder if the Company had  involuntarily  terminated  his
employment without Cause on the
 
                                       20
 




<PAGE>

<PAGE>
date when  such  succession  becomes  effective. For  all  purposes  under  this
Agreement,  the  term 'Company'  shall include  any  successor to  the Company's
business and/or  assets which  executes and  delivers the  assumption  agreement
described  in the  preceding sentence  of this  Subsection (d)  or which becomes
bound by this Agreement by  operation of law. This  Agreement and all rights  of
the  Employeee hereunder shall inure  to the benefit of,  and be enforceable by,
the Employee's  personal or  legal representatives,  executors,  administrators,
successors, heirs, distributees, devisees and legatees.
 
     (f) Whole  Agreement.  No  agreements,  representations  or  understandings
(whether oral or written and whether express or implied) which are not expressly
set forth or  incorporated  in this  Agreement have been made or entered into by
either party with respect to the subject matter hereof. Effective as of the date
hereof,  this Agreement  supersedes any prior employment or severance  agreement
between the Employee and the Company.
 
     (g)  Choice  of  Law.  The  validity,   interpretation,   construction  and
performance of this Agreement  shall be governed by the laws of the State of New
York.
 
     (h)  Severability.  The  invalidity of  enforceability  of any provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other provision hereof, which shall remain in full force and effect.
 
                                       21
 




<PAGE>

<PAGE>

     18. Definitions.
 
     (a)  'Cause' shall mean  (i) gross misconduct injurious  to the company, as
determined in a written opinion rendered to the Company's board of directors  by
the  Company's outside  counsel, (ii)  conduct by  the Employee  constituting or
competitive activity in violation of Section 14; or (iii) the willful making  by
the Employee of any unauthorized disclosure in violation of Section 15.
 
     (b)  'Change  in  Control' shall  mean  that:  (i) a  sufficient  number of
individuals who were not  nominated by management are  elevated to the board  of
directors  of the Company  to constitute 50%  or more of  the Company's board of
directors; (ii) the Company's stockholders adopt a plan of liquidation; (iii)  a
third  party, pursuant to a tender offer to the Company's stockholders, acquires
at least a majority of the shares of  Common Stock of the company; or (iv)  none
of  Gary A.  Singer, Bruce D.  Sturman, or  another member of  the Singer family
shall continue to serve as Chairman or Co-Chairman of the Board of Directors  of
the Company.
 
     (c)  'Good Reason'  shall mean  (i) any assignment  to the  Employee of any
duties, other than those assigned  to him on the  date of this Agreement,  which
are  not mutually  acceptable to  the parties  hereto, (ii)  any removal  of the
Employee from, or any failure to reelect  the Employee to, any of the  positions
held  by  him on  the  date of  this Agreement,  except  in connection  with the
termination of the Employee's employment for Cause, or
 
                                       22
 




<PAGE>

<PAGE>
(iii) a reduction in the Employee's rate of compensation or fringe benefits.
 
     (d) 'Employment Period' shall be that  period commencing on the date hereof
and continuing until the Date of Termination.
 
     (e) 'Date of Termination' shall mean (i) if the Consultant's employment  is
terminated by  his  death,  the date  of  his  death;  (ii) in  the  case  of  a
termination  by the  Company pursuant  to Section 9,  the date  specified in the
notice of termination; (iii) in the case  of a termination by the Company  other
than  pursuant to  Section 9,  the date specified  in the  notice of termination
which date shall be at least 90 days after the date of such notice; (iv) in  the
case  of a  termination by  the Employee,  the date  specified in  the notice of
termination, which date shall be at least 90 days after the date of such notice.
 
     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case  of  the Company  by its duly  authorized officer, as  of the day  and year
first above written.
 
                                          NICHOLAS J. PICHOTTA
                                          -----------------------------
                                          Nicholas J. Pichotta
 
                                          THE COOPER COMPANIES, INC.
 

                                      BY  STEVEN G. SINGER
                                          -----------------------------
                                          Steven G. Singer
 
                                       23




<PAGE>






<PAGE>



[The Cooper Companies Logo]                       The Cooper Companies, Inc.
                                                  50 Park Avenue, Sixth Floor
                                                  New York, NY 10177 USA
                                                  212-557-2690
 
                                                               November 1, 1992
 
Mr. Nicholas J. Pichotta
The Cooper Companies, Inc.
2 Corporate Drive, Suite 600
Shelton, CT 06484
 
Dear Nick:
 
     Reference  is made to  your Severance Agreement  with The Cooper Companies,
Inc. (the  'Company')  entered  into  as  of  April  26,  1990  (the  'Severance
Agreement'). The purpose of this letter is to amend and supplement the Severance
Agreement  to reflect (i) your recent promotion  to the position of Chairman and
Chief Executive Officer  of CooperSurgical,  Inc. ('CSI'), a  subsidiary of  the
Company,  and (ii) the  satisfaction of the  Company's potential obligations, if
any, under  Section 5  of the  Severance Agreement.  Capitalized terms  in  this
letter,  unless otherwise defined herein, shall  have the same meanings as those
set forth in the Severance Agreement.
 
     The Company  and  the Employee  hereby  ratify and  confirm  the  Severance
Agreement  in all respects except as hereby  amended, effective as of October 1,
1992, as follows:
 
     Section 2(a) is hereby amended to read in its entirety as follows:
 
    '(a) The Company agrees to employ the Employee during the Employment  Period
    (as  hereinafter defined) as Vice President  of the
 Company, and as Chairman
    and Chief Executive  Officer of CooperSurgical,  Inc. ('CSI'), reporting  to
    the Chief Operating Officer of the Company, and the Employee agrees to be so
    employed, all subject to the terms and conditions of this Agreement.'
 
     The first sentence of Section 2(b) is hereby amended to read as follows:
 
    '(b)  Annual Base Salary:  Effective October 1, 1992,  the Company shall pay
    the Employee, through its subsidiary, CSI, a salary at the rate of not  less
    than  $190,000 (One Hundred Ninety Thousand Dollars) per annum ('Annual Base
    Salary'), payable in equal regular installments on the 15th and last day  of
    each month.'
 




<PAGE>

<PAGE>
Mr. Nicholas J. Pichotta
The Cooper Companies, Inc.
Page 2
November 1, 1992
 
     The first sentence of Section 2(c) is hereby amended to read as follows:
 
    '(c)  Incentive Payment Plan: The Employee  shall be eligible to participate
    in the CSI Incentive Payment Plan ('IPP') at the 40% award level.'
 
     The references to 'CVI' in the  second sentence of said Section 2(c)  shall
be changed to 'CSI'.
 
     Section   2(d)  is  hereby  deleted  in  its  entirety  and  the  following
substituted therefor:
 
    '(d) Restricted Shares: The  restrictions on the  unvested 24,000 shares  of
    restricted  common stock of the Company granted  to the Employee on July 12,
    1990, shall be removed in two equal installments of 12,000 shares on January
    4, 1993, and January 3, 1994, provided the Employment Period shall not  have
    earlier  terminated.  The Employee  agrees to  execute  an amendment  to his
    restricted stock agreement with respect to said restricted shares, in a form
    reasonably acceptable to counsel to  the Company, effecting such removal  of
    restrictions.  There  shall be  no  change in  the  schedule for  removal of
    restrictions on the 16,000 shares of restricted common stock of the  Company
    granted to the Employee on February 11, 1992.'
 
     Section   2(e)  is  hereby  deleted  in  its  entirety  and  the  following
substituted therefor:
 
    '(e) Forgiveness  of  Relocation Housing  Loan:  On January  15,  1993,  the
    Company  shall cancel and forgive (provided that the Employment Period shall
    not have earlier terminated)  the principal of and  all accrued interest  on
    the  Employee's  $90,000 relocation  housing loan  provided by  the Company.
    Promptly following  such forgiveness  and  cancellation, the  Company  shall
    prepare  and  cause  to  be  recorded  a  discharge  of  mortgage  or  other
    appropriate instrument to evidence the removal of the Company's lien on  the
    Employee's residence.'
 
     Section  2(g) is hereby amended by changing the reference to 'CVI's' in the
first sentence thereof to 'CSI's'.
 




<PAGE>

<PAGE>
Mr. Nicholas J. Pichotta
The Cooper Companies, Inc.
Page 3
November 1, 1992
 
     Section  2(h)  is  hereby  deleted  in  its  entirety  and  the   following
substituted therefor:
 
    '(h)  Deferred  Compensation:  In  addition to  the  Employee's  Annual Base
    Salary, the  Company  shall pay  to  the Employee  (subject  to  appropriate
    withholdings  and provided that the Employment Period shall not have earlier
    terminated) $62,000 (Sixty-Two  Thousand Dollars)  of Deferred  Compensation
    payable  in twenty-four equal  installments of $2,583.33  (Two Thousand Five
    Hundred Eighty-Three Dollars  and Thirty-Three  Cents) on the  first day  of
    each month commencing November 1, 1992 until October 1, 1994.'
 
     Section 3 is hereby amended to read in its entirety as follows:
 
     '3. Termination Without Cause or for Good Reason.
 
    If the Company terminates the Employee's employment without Cause, or if the
    Employee  terminates his employment  for Good Reason,  the Company shall pay
    the Employee  a severance  benefit  in an  equal  amount to  the  applicable
    percentage of the Employee's Annual Base Salary set forth below:
 

<TABLE>
<CAPTION>
DATE OF TERMINATION                                                   % OF ANNUAL BASE SALARY
- -------------------------------------------------------------------   -----------------------
 
<S>                                                                   <C>
Prior to April 1, 1993                                                          50.0%
During April, 1993                                                              58.3%
During May, 1993                                                                66.7%
During June, 1993                                                               75.0%
During July, 1993                                                               83.3%
During August, 1993                                                             91.7%
After September 1, 1993                                                        100.0%
</TABLE>

 
    The  Company shall deliver to the Employee all certificates evidencing those
    restricted shares of the Company's common  stock owned by the Employee  from
    which  restrictions shall have been removed prior to the Date of Termination
    pursuant to  Section  2(d) or  the  applicable restricted  stock  agreement.
    Promptly following such termination, the Employee shall sell to the Company,
    and  the Company shall repurchase at $0.10  per share, all of the restricted
    shares of  the Company's  common  stock owned  by  the Employee  from  which
    restrictions shall not
 




<PAGE>

<PAGE>
Mr. Nicholas J. Pichotta
The Cooper Companies, Inc.
Page 4
November 1, 1992
 
have  been  removed prior  to  the Date  of  Termination. For  purposes  of this
Agreement, a termination without  Cause shall include but  not to be limited  to
the Employee ceasing to be employed by the Company as a result of the Employee's
continuing in the employ of a division, subsidiary or other business unit of the
Company  that has been sold, transferred or otherwise conveyed to a third party.
The Company shall  give the Employee  not less  than 90 days  advance notice  in
writing of any termination without Cause.'
 
     Section  4 is hereby deleted in  its entirety and the following substituted
therefor:
 
    '4. Resignation or Termination After Change in Control.
 
    If (i) within 90 days after a Change in Control the Employee terminates  his
    employment  without  Good  Reason,  the Company  shall  pay  the  Employee a
    severance benefit in an amount equal  to 100% of the Employee's Annual  Base
    Salary,  or (ii)  within six  months after a  Change of  Control the Company
    terminates the Employee's  employment without Cause,  the Company shall  pay
    the  Employee  a  severance  benefit  in an  amount  equal  to  150%  of the
    Employee's Annual  Base  Salary;  in  addition, in  either  such  case,  all
    restrictions  shall be removed  from the 24,000  shares of restricted common
    stock of  the Company  referred  to in  Section  2(d) and  the  certificates
    evidencing such shares shall be delivered to the Employee promptly following
    the Date of Termination.'
 
     Section  5 is hereby deleted in  its entirety and the following substituted
therefor:
 
    '5. 'Catch-Up' Provision.
 
    Notwithstanding any other provision of this Agreement, if, prior to  October
    1,  1994, either (a) the Employee's  employment is terminated by the Company
    without Cause following a Change in  Control or (b) Steven G. Singer  ceases
    to be the Chief Operating Officer of the Company and such position is filled
    with  someone other than A. Thomas Bender or the Employee, then, in addition
    to any severance benefit  to which the Employee  may be entitled  hereunder,
    (i)  the Company shall be  obligated to pay the  Employee an amount equal to
    the differ-
 




<PAGE>

<PAGE>
Mr. Nicholas J. Pichotta
The Cooper Companies, Inc.
Page 5
November 1, 1992
 
ence between $62,000 and the aggregate  of all amounts of Deferred  Compensation
previously  received by  the Employee pursuant  to Section 2(h)  hereof, (ii) if
such termination occurs  prior to  January 3,  1994, the  restrictions shall  be
removed  from all of the Employee's 24,000  shares of restricted common stock of
the Company referred to  in Section 2(d) hereof,  and (iii) if such  termination
occurs  prior to January 15, 1993,  the Employee's relocation housing loan shall
nonetheless be canceled and forgiven as provided in Section 2(e) hereof.'
 
     The reference to 'Section  4, 5 or  7' in the first  sentence of Section  6
shall be changed to 'Section 3, 4 or 7'.
 
     The  addresses  set forth  in Section  17(c)  shall be  amended to  read as
follows:
 
        If to the Company:
 
        The Cooper Companies, Inc.
        250 Park Avenue
        Sixth Floor
        New York, NY 10177
        Attention: Chief Operating Officer
 
        with a copy to:
 
        The Cooper Companies, Inc.
        250 Park Avenue
        Sixth Floor
        New York, NY 10177
        Attention: General Counsel
 
        If to the Employee:
 
        c/o The Cooper Companies, Inc.
        2 Corporate Drive
        Shelton, CT 06484
 
        with a copy to:
 
        Nicholas J. Pichotta
        300 Chestnut Hill Road
        Wilton, CT 06897
 




<PAGE>

<PAGE>
Mr. Nicholas J. Pichotta
The Cooper Companies, Inc.
Page 6
November 1, 1992
 
     Section 18(b) is hereby amended by inserting 'or' at the end of clause (ii)
thereof, by deleting '; or                     ' at the end of clause (iii)  and
all  of clause (iv) thereof, and by inserting  a period in lieu of such deletion
at the end of clause (iii) thereof.
 
     In consideration  of your  entering into  this amendment  of the  Severance
Agreement,  the Company  has paid  you the sum  of One  Hundred Thousand Dollars
($100,000), less applicable  withholdings, and  you hereby  release the  Company
from  any and  all claims  for payment  of any  amounts that  might otherwise be
claimed by or payable to you based on a Change in Control of the Company or  any
other  provision  of  the Severance  Agreement  that  might have  resulted  in a
liability of the Company to you prior to the date hereof.
 
     If the foregoing is acceptable to you please sign where indicated below and
return a copy of this letter to me.
 
                                          Sincerely,

                                          STEVEN G. SINGER
                                          ---------------------------------
                                          Steven G. Singer
                                          Executive Vice President
                                          and Chief Operating Officer
 
Agreed to and accepted:

NICHOLAS J. PICHOTTA
- ---------------------
Nicholas J. Pichotta



<PAGE>






<PAGE>
                                                                      EXHIBIT 11

                                 THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                              CALCULATION OF NET INCOME (LOSS) PER COMMON SHARE

<TABLE>
<CAPTION>
                                                                                                Years Ended October 31,
                                                                                                -----------------------
                                                                                         1995            1994             1993
                                                                                         ----            ----             ----
                                                                                        (In thousands, except per share figures)
<S>                                                                                    <C>           <C>               <C>
Primary:
         Income (loss) from continuing operations before
         extraordinary items(1)...........................                             $   115         $(4,786)         $(34,392)
         Discontinued operations:
         Loss on sale of operations.......................                                   -                -          (13,657)
                                                                                       -------         --------         --------
         Income (loss) before extraordinary items.........                                 115          (4,786)          (48,049)
         Extraordinary items..............................                                   -                -              924
                                                                                       -------         --------         ---------
         Net income (loss)................................                                 115         $(4,786)         $(47,125)
                                                                                       =======         ========         =========
         Weighted average number of common shares
         outstanding......................................                              11,576          10,193            10,035
                                                                                       =======         =======          ========
         Primary net income (loss) per common share:
         Continuing operations...........................                                  .01           (0.47)         $  (3.43)
         Discontinued operations:
         Loss on sale of operations......................                                    -                 -           (1.36)
                                                                                        ------          --------         --------
         Income (loss) before extraordinary items........                                  .01           (0.47)            (4.79)
         Extraordinary items.............................                                    -                -              0.09
                                                                                       -------         --------         ---------
         Net income (loss) per common share..............                                $0.01         $ (0.47)          $ (4.70)
                                                                                        ======          ========          =======
Fully diluted:
         Income (loss) from continuing operations
         before extraordinary items(1)....................                             $   115         $(4,786)         $(34,392)
         Discontinued operations:
         Loss on sale of operations......................                                    -                -          (13,657)
                                                                                       -------         --------         ---------
         Income (loss) before extraordinary items........                                  115          (4,786)          (48,049)
         Extraordinary items on a fully diluted basis....                                    -                -              924
                                                                                       -------         ---------        -------- 
         Net income (loss) on a fully diluted basis......                              $   115         $(4,786)        $ (47,125)
                                                                                       =======         ========        =========
         Weighted average number of common shares
         outstanding....................................                                11,576          10,193            10,035
                                                                                       =======         =======         =========
         Total common shares assuming
 full dilution.....                                11,615          10,193            10,035
         Fully diluted net income (loss) per common share:
         Continuing operations..........................                               $  0.01         $ (0.47)         $  (3.43)
         Discontinued operations:
         Loss on sale of operations.....................                                    -                -             (1.36)
                                                                                       -------         ---------        ---------
         Income (loss) before extraordinary items........                                 0.01           (0.47)            (4.79)
         Extraordinary items.............................                                    -                -             0.09
                                                                                       -------         --------         ---------
         Net income (loss) per common share on a fully
         diluted basis...................................                              $  0.01          $(0.47)           $(4.70)
                                                                                       =======         ========         =========
</TABLE>

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

(1)   After dividend requirements on Senior Exchangeable Redeemable  Restricted
      Voting Preferred Stock of $320 in 1993 and after dividend requirements on
      Series B Preferred Stock of $89 in 1994.











<PAGE>







<PAGE>

                                          SUBSIDIARIES OF
                                      THE COOPER COMPANIES, INC.
                                       A DELAWARE CORPORATION


<TABLE>
<CAPTION>

                                                             JURISDICTION OF
NAME                                                          INCORPORATION
- ----                                                          -------------
<S>                                                              <C>
The Cooper Healthcare Group, Inc.                               Delaware
CooperVision Pharmaceuticals, Inc.                              Delaware
CooperVision, Inc.                                              New York
CooperVision Inc.                                               Canada

Hospital Group of America, Inc.                                 Delaware
Hospital Group of Delaware, Inc.                                Delaware
Hospital Group, Inc.                                            Delaware
Residential Centers of Delaware, Inc.                           Delaware
Hospital Group of Illinois, Inc.                                Illinois
Hospital Group of Louisiana, Inc.                               Louisiana
Hospital Group of New Jersey, Inc.                              New Jersey
 Hampton Learning Center, Inc.                                  New Jersey
 HGNJ, Inc.                                                     New Jersey

CooperSurgical, Inc.                                            Delaware
 HBH Medizintechnik GmbH                                        Germany

The Cooper Real Estate Group, Inc.                              Delaware


NOTE:      Except  for  CooperSurgical  and   its 52% owned subsidiary,  HBH
Medizintechnik  GmbH,  each    subsidiary   is   wholly-owned    either   by
The   Cooper    Companies,  Inc.  or  by  the wholly-owned  subsidiary under
which it is indented in the list above. In the case of CooperSurgical, Inc.,
97.5% of the company is owned by The Cooper Companies, Inc. and the remaining
2.5% is owned by members of CooperSurgical's Medical Advisory Board.



<PAGE>

</TABLE>










<PAGE>


                              ACCOUNTANT'S CONSENT


The Board of Directors
The Cooper Companies, Inc.

We  consent to  incorporation by reference  in the  Registration  Statement Nos.
33-50016  and  33-11298 on  Form S-3 and  Registration  Statement Nos. 33-27938,
33-36325  and  33-36326 on Form S-8 of The Cooper Companies, Inc. of our reports
dated  December 11,  1995, relating to  the consolidated  balance sheets of  The
Cooper Companies, Inc. and subsidiaries as of October 31,  1995 and 1994 and the
related  consolidated statements of operations,  stockholders'  equity (deficit)
and cash flows for each of the years in the three-year period ended  October 31,
1995, and all related schedules, and the consolidated balance sheets of Hospital
Group of America, Inc. and subsidiaries as of October 31,  1995 and 1994 and the
related consolidated statements of operations, stockholders' equity (deficiency)
and cash flows for each of the years in the three-year period ended October  31,
1995, and related schedule, and of our report dated December 4, 1995 relating to
the balance sheets of CooperSurgical, Inc.  as of October 31,  1995 and 1994 and
the related  statements of operations, stockholders'  equity  (deficit) and cash
flows for each of the years in the three-year period ended October
 31, 1995, and
related schedule, which reports appear in the October 31, 1995  Annual Report on
Form 10-K of The Cooper Companies, Inc.



San Francisco, California
January 11, 1996



<PAGE>



<TABLE> <S> <C>

<ARTICLE>                        5
<MULTIPLIER>                     1,000
       
<S>                                <C>
<PERIOD-TYPE>                    YEAR
<FISCAL-YEAR-END>                OCT-31-1995
<PERIOD-START>                   NOV-01-1994
<PERIOD-END>                     OCT-31-1995
<CASH>                           11,207
<SECURITIES>                     0
<RECEIVABLES>                    19,958
<ALLOWANCES>                     2,241
<INVENTORY>                      9,570
<CURRENT-ASSETS>                 41,228
<PP&E>                           46,597
<DEPRECIATION>                   12,535
<TOTAL-ASSETS>                   91,992
<CURRENT-LIABILITIES>            39,613
<BONDS>                          43,490
<COMMON>                         1,158
<PREFERRED-MANDATORY>            0
<PREFERRED>                      0
<OTHER-SE>                      (2,907)
<TOTAL-LIABILITY-AND-EQUITY>     91,992
<SALES>                          55,296
<TOTAL-REVENUES>                 97,090
<CGS>                            17,549
<TOTAL-COSTS>                    58,003
<OTHER-EXPENSES>                 0
<LOSS-PROVISION>                 2,300
<INTEREST-EXPENSE>               4,741
<INCOME-PRETAX>                  230
<INCOME-TAX>                     115
<INCOME-CONTINUING>              115
<DISCONTINUED>                   0
<EXTRAORDINARY>                  0
<CHANGES>                        0
<NET-INCOME>                     115
<EPS-PRIMARY>                    .01
<EPS-DILUTED>                    .01
        



<PAGE>