OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9)* -- THE COOPER COMPANIES INC. ________________________________________________________________________________ (Name of Issuer) Common Stock, par value $.10 per share ________________________________________________________________________________ (Title of Class of Securities) 216648402 ____________________ (CUSIP Number) Harold L. Schneider, Esq. Tenzer Greenblatt LLP 405 Lexington Avenue, New York, New York 10174 (212) 573-4348 _____________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) December 12, 1996 _________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-1(b)(3) or (4), check the following [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" of the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 216648402 PAGE 2 0F 4 PAGES ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON Cooper Life Sciences, Inc. 94-2563513 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* Not Applicable ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 1,963,233 shares of Common Stock SHARES ___________________________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING ___________________________________________________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 1,963,233 shares of Common Stock ___________________________________________________________________ 10 SHARED DISPOSITIVE POWER -0- ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,963,233 shares of Common Stock ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.83% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 9 amends and supplements Item 5 of the Schedule 13D filed with the Securities and Exchange Commission on June 22, 1992, as amended by Amendment No. 1 dated November 12, 1992, Amendment No. 2 dated July 6, 1993, Amendment No. 3 dated August 24, 1993, Amendment No. 4 dated July 14, 1994, Amendment No. 5 dated August 15, 1994, Amendment No. 6 dated September 6, 1994, Amendment No. 7 dated March 7, 1995, and Amendment No. 8 dated August 27, 1996 (as amended, the "Schedule 13D"), by Cooper Life Sciences, Inc., a Delaware corporation ("CLS"), relating to the Common Stock, par value $.10 per share (the "Common Stock") of The Cooper Companies, Inc., a Delaware corporation (the "Company"). Except as modified hereby, there has been no change in the information previously reported in the Schedule 13D. Item 5. Interest in Securities of Issuer. The number of shares of Common Stock which may be deemed to be beneficially owned by CLS has decreased by more than 1% of the number of shares of the class which are deemed to be outstanding. Said decrease is the result of open market sales of an aggregate of 229,300 shares of Common Stock, as more fully set forth on Schedule I hereto. Page 3 of 4 Pages SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. COOPER LIFE SCIENCES, INC. By: /s/ Steven Rosenberg ______________________ December 20, 1996 Name: Steven Rosenberg _________________ Title: Vice President Date Page 4 of 4 Pages SCHEDULE I TO AMENDMENT NO. 9 TO SCHEDULE 13D - ------------ * Before payment of commissions.
NO. OF PRICE NATURE OF SHARES PER TRANSACTION DATE SOLD SHARE* - ----------- -------- ------- ------ Sale 10/18/96 10,000 $13.75 Sale 10/18/96 10,000 13.875 Sale 10/21/96 5,000 14.125 Sale 10/21/96 5,000 14.25 Sale 10/21/96 5,000 14.375 Sale 10/25/96 2,800 14.50 Sale 10/28/96 2,200 14.50 Sale 10/28/96 300 14.625 Sale 10/29/96 24,700 14.927 Sale 11/12/96 5,000 15.25 Sale 12/05/96 4,000 15.375 Sale 12/09/96 6,000 15.375 Sale 12/09/96 10,000 15.50 Sale 12/09/96 10,000 15.625 Sale 12/10/96 10,000 15.875 Sale 12/10/96 10,000 16.00 Sale 12/10/96 10,000 16.125 Sale 12/10/96 10,000 16.25 Sale 12/11/96 10,000 16.375 Sale 12/11/96 10,000 16.50 Sale 12/11/96 10,000 16.625 Sale 12/11/96 10,000 16.75 Sale 12/11/96 10,000 16.875 Sale 12/11/96 6,700 17.00 Sale 12/12/96 3,300 17.00 Sale 12/12/96 10,000 17.125 Sale 12/12/96 10,000 17.25 Sale 12/12/96 9,300 17.375 Total 229,300