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1 89840332 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) THE COOPER COMPANIES, INC. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 216648 10 5 (CUSIP Number) Louis A. Craco, Esq. Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, New York 10022 (212) 821-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 18, 1995 (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 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement[ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for 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). 2 SCHEDULE 13D CUSIP No. 216648-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven Singer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [X] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7. SOLE VOTING POWER 420,345 NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 420,345 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 420,345 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% 14. TYPE OF REPORTING PERSON* IN 3 SCHEDULE 13D CUSIP No. 216648-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gary Singer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [X] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [X] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7. SOLE VOTING POWER 492,561 NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 113,553 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 492,561 10. SHARED DISPOSITIVE POWER 113,553 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 606,114 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% 14. TYPE OF REPORTING PERSON* IN 4 SCHEDULE 13D CUSIP No. 216648-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Karen Singer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [X] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7. SOLE VOTING POWER None NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 113,553 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON None 10. SHARED DISPOSITIVE POWER 113,553 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 113,553 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% 14. TYPE OF REPORTING PERSON* IN 5 SCHEDULE 13D CUSIP No. 216648-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brad Singer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [X] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7. SOLE VOTING POWER 63,633 NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 63,633 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 63,633 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% 14. TYPE OF REPORTING PERSON* IN 6 SCHEDULE 13D CUSIP No. 216648-10-5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norma Brandes 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [X] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7. SOLE VOTING POWER 358,145 NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 358,145 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 358,145 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% 14. TYPE OF REPORTING PERSON* IN 7 The Statement on Schedule 13D, dated April 26, 1991, as amended and restated by Amendment No. 4 dated December 21, 1994, on behalf of the Reporting Persons identified above is further amended as set forth below. Unless otherwise defined herein, terms used in this Amendment No. 5 which are defined in Amendment No. 4 shall have the respective meanings as set forth in Amendment No. 4. Item 5. Interest in Securities of the Issuer. Item 5 (a), (b), (c) and (e) is hereby amended and supplemented as follows: (a) and (b) As of the date of this Amendment No. 5, the Reporting Persons beneficially owned as follows 1,451,394 Shares, representing, in the aggregate, 4.3% of the 33,880,111 Shares confirmed by the New York Stock Exchange, Inc. as outstanding as of September 30, 1994. Reporting Person Number of Shares % of Outstanding Gary Singer 492,561 1.5 Karen Singer 113,553 0.3 Norma Brandes 358,145 1.1 Steven Singer 423,502 1.3 Brad Singer 63,633 0.2 Total 1,451,394 Except for the Shares beneficially owned by Karen Singer, each of the Reporting Person has sole voting and dispositive power with respect to the Shares reported as owned by him or her. Gary Singer may be deemed to share voting and dispositive power with respect to the Shares beneficially owned by Karen Singer. Except with respect to shared beneficial ownership reported above, each of the Reporting Persons disclaims beneficial ownership of any Shares beneficially owned by any other Reporting Person. In addition, the Shares beneficially owned by Gary and Karen Singer are subject to the Stipulation. (c) During the past 60 days, Brad Singer sold Shares in open market transactions on the dates and at the prices listed below: 8 Date Amount Sold Price December 28, 1994 18,700 $ 2 1/4 January 5, 1995 20,000 2 1/4 January 6, 1995 6,100 2 1/4 January 9, 1995 10,000 2 1/4 January 10, 1995 118,145 2 1/4 During the past 60 days, Norma Brandes sold Shares in open market transactions on the dates and at the prices listed below: Date Amount Sold Price January 10, 1995 31,855 $ 2 1/4 January 11, 1995 75,000 2 3/8 January 13, 1995 12,200 2 5/8 January 16, 1995 25,000 2 5/8 January 18, 1995 25,000 2 5/8 Except as set forth above, no transactions in the Shares have been effected by any of the Reporting Persons during the past 60 days. (e) On January 10, 1995, the Reporting Persons ceased to be the beneficial owners of more than five percent of the 33,880,111 Shares confirmed by the New York Stock Exchange, Inc. as outstanding as of September 30, 1994. 9 SIGNATURES 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. Dated: January 19, 1995 /s/ Brad Singer Brad Singer /s/ Gary Singer Gary Singer /s/ Karen Singer Karen Singer /s/ Steven Singer Steven Singer /s/ Norma Brandes Norma Brandes