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THE COOPER COMPANIES ANNOUNCES THAT IT WILL NOT MAKE INTEREST PAYMENT ON ITS 10-5/8 PCT DEBENTURES PENDING PROPOSED EXCHANGE OFFER

 FORT LEE, N.J., July 23 /PRNewswire/ -- The Cooper Companies, Inc. (NYSE: COO) today announced that the company does not plan to make the Sept. 1, 1993 interest payment on its 10-5/8 percent convertible subordinated reset debentures due 2005.
 In making the announcement, Robert S. Weiss, the company's chief financial officer, stated "in light of the company's continuing losses and cash needs relating to, among other things, on-going breast implant litigation arising from two former subsidiaries, the company has determined that it would not be in the company's best interest to make such interest payment at least until it has agreed with debentureholders on a restructuring of the debt. The company hopes to be able to commence its exchange offer and consent solicitation relating to the debentures in time to allow consummation of a debt restructuring before the end of the 30-day grace period for the payment of interest.
 "The company's decision not to pay interest at this time is strictly limited to the debentures," Mr. Weiss further stated. "The company and its subsidiaries intend to continue to fulfill their obligations to all other creditors on a timely basis."
 As announced on June 14, 1993, the company filed preliminary proxy materials with the Securities and Exchange Commission relating to a proposed exchange offer for $25 million principal amount of the debentures, and a related solicitation of consents to certain proposed amendments to the indenture governing the debentures and to the waiver of any defaults under the debentures and the indenture. As a result of the losses experienced by the company, the company could be required, pursuant to a covenant in the indenture relating to the maintenance of certain net worth levels, to offer to purchase $15 million principal amount of debentures as early as Oct. 25, 1993 and to offer to purchase a similar amount every six months thereafter. The company does not expect to have the necessary cash resources to purchase debentures as may be required by this covenant or to repay the outstanding debentures if they are accelerated as a result of a default caused by a breach of any covenant.
 Under the proposed terms of the exchange offer and consent solicitation (which would eliminate various covenants, including the net worth covenant referred to above), the company would offer to exchange $700 principal amount of a new issue of 9-3/4 percent senior subordinated notes due 2003 and $100 in cash for each $1,000 principal amount of, plus accrued and unpaid interest on, validly tendered debentures. Holders who tender debentures will be deemed to have consented to the waiver and the proposed amendments to the indenture. Consummation of the exchange offer and consent solicitation will be subject to, among other conditions, the receipt of tenders and consents with respect to a majority of the outstanding aggregate principal amount of debentures not owned by the company or its affiliates. Commencement of the proposed exchange offer and consent solicitation is subject to, among other things, the clearance of the preliminary proxy materials by the SEC.
 The company also announced on June 14, 1993, that for the three months ended April 30, 1993, the company had reported a net loss applicable to common stock of $20 million, or 67 cents per share, on net revenues of $23.7 million, compared to net income applicable to common stock of $140,000, or one cent per share, on net revenues of $11.3 million in last year's second quarter. During the quarter ended April 30, 1993, the company recorded a net charge against discontinued operations of $13.7 million, which included a $14 million increase to the company's accrual for breast implant litigation.
 -0- 7/23/93
 /CONTACT: Marisa A. Heine or Peter C. Harkins of D. F. King & Co., Inc., 212-269-5550, for The Cooper Companies/
 (COO)


CO: Cooper Companies, Inc. ST: New Jersey IN: SU:

LG-TS -- NY066 -- 5205 07/23/93 14:07 EDT
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Publication:PR Newswire
Date:Jul 23, 1993
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