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THE COOPER COMPANIES ANNOUNCES FORMATION OF MANAGEMENT COMMITTEE

 NEW YORK, Nov. 18 ~PRNewswire~ -- The Cooper Companies, Inc. (NYSE: COO) (the company) announced today that its board of directors has designated a management committee of independent directors and has retained special counsel to advise the board in light of the naming of the company in a federal criminal indictment and in a civil injunctive action brought by the Securities and Exchange Commission. The management committee is comprised of three board members who are not employed by the company and were not directors at the time of the conduct covered by the federal indictment or the SEC complaint. The board also retained as special counsel, to advise it on corporate governance matters, John F. Olson of the law firm of Gibson, Dunn & Crutcher, a firm which has not previously represented the company or its officers or directors.
 The management committee will maintain oversight over the management and direction of the company's businesses, working with Chief Operating Officer Steven G. Signer, while the board continues its search for a new chief executive officer. In particular, matters which would ordinarily require approval of a chief executive officer will require concurrence of the management committee.
 Members of the management committee are Allen H. Collins, M.D., M.P.H., F.A.P.A., director of the Department of Psychiatry and vice president of the medical board of Lenox Hill Hospital; Mark A. Filler, chief operating officer of UreSil, L.P. (a manufacturer of disposable medical devices unrelated to the company); and Allen E. Rubenstein, M.D., president and founder of MTC Imaging Services, Inc. (a provider of MRI and CAT Scan equipment unrelated to the company).
 Mr. Olson is a senior partner of Gibson, Dunn & Crutcher and currently serves as chair of the American Bar Association's Committee of Federal Regulation of Securities. He is a member off numerous professional and advisory boards, including the Legal Advisory Committee to the New York Stock Exchange, the legal advisory board of the National Association of Securities Dealers and the American Law Institute, and is the author of numerous books and articles on corporate governance and securities law topics. Mr. Olson previously chaired the American Bar Association's Task Force on Regulation of Insider Trading.
 Arthur C. Bass, acting chairman of the board of directors, said, "The board wants to emphasize that, in connection with the government investigations, the company has furnished more than 130,000 pages of documents and the testimony of many of its employees. Despite these government proceedings and the other material litigation to which the company has been subjected, we have continued to focus on operating issues. We are particularly pleased that our key operating personnel have continued to give a 100 percent commitment to their responsibilities in this difficult environment."
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 ~NOTE TO EDITORS: The principal health care subsidiaries of The Cooper Companies, Inc. are CooperSurgical, Inc., CooperVision, Inc., CooperVision Pharmaceuticals, Inc. and Hospital Group of America, Inc.~
 ~CONTACT: Marisa A. Heine or Peter C. Harkins of D.F. King & Co., Inc., 212-269-5550, for The Cooper Companies, Inc.~
 (COO)


CO: The Cooper Companies, Inc. ST: New York IN: MTC SU:

AH-TS -- NY009 -- 2208 11~18~92 09:39 EST
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Publication:PR Newswire
Date:Nov 18, 1992
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