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THE COOPER COMPANIES REPORTS SECOND QUARTER RESULTS, PLANS EXCHANGE OFFER FOR DEBENTURES AND ANNOUNCES PREFERRED STOCK TRANSACTIONS

 NEW YORK, June 15 /PRNewswire/ -- The Cooper Companies, Inc. (NYSE:COO) today reported financial results for the second quarter of fiscal 1993. In addition, the company announced the filing of preliminary proxy materials with respect to a consent solicitation in connection with a proposed exchange offer for the company's 10 5/8 percent Convertible Subordinated Reset Debentures, and the acquisition of all of its remaining outstanding Senior Exchangeable Redeemable Restricted Voting Preferred Stock.
 For the three months ended April 30, 1993, the company reported a net loss applicable to common stock of $20.0 million, or $.67 per share, on net revenues of $23.7 million, compared to net income applicable to common stock of $140,000, or $.01 per share, on net revenues of $11.3 million in last year's second quarter.
 For the six months year-to-date, net revenues were $46.0 million compared to $22.1 million for the first half of fiscal 1992. The company reported a net loss applicable to common stock of $21.9 million, or $.73 per share, compared to net income applicable to common stock of $265,000, or $.01 per share, in the same period a year ago.
 In the third quarter of 1992, the company acquired Hospital Group of America, Inc. Fiscal 1993 results reflect the impact of this acquisition, which gave rise to net service revenue and cost of services provided of $12.2 million and $11.0 million, respectively, for the second quarter, and $24.7 million and $21.9 million, respectively, for the six-month period.
 In the second quarter of 1993, the company recorded a net charge against discontinued operations of $13.7 million, virtually all of which was to increase to $20.9 million the company's accrual for breast implant litigation exclusive of current defense costs which are being treated as costs of continuing operations. Since accrual represents the company's current estimate of its minimum probable expected loss (exclusive of defense costs) resulting from the implant litigation, assuming, among other things, that insurance will be available with respect to occurrences during certain years prior to 1986. At present, the company cannot estimate with any precision the amount of its ultimate liability with respect to the breast implant lawsuits. However, it is the company's current belief that such lawsuits have had, and, absent a resolution that abates all or a substantial part of the costs relating to such lawsuits, will continue to have a material adverse effect on the company's financial condition.
 Results for the six-month periods include extraordinary gains of $0.9 million in 1993 and $0.3 million in 1992. The 1993 amount reflects a gain on the purchase by the company of $4.8 million of its Debentures, while the 1992 figure represents tax benefits resulting from the utilization of net operating loss carryforwards.
 Exchange Offer and Consent Solicitation
 The company also announced that it filed preliminary proxy materials today with the Securities and Exchange Commission (SEC) relating to a proposed exchange offer for $25 million principal amount of its Debentures, and a related solicitation of consents to certain proposed amendments of 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 purchase $15,000,000 principle amount of Debentures as early as October 25, 1993 and to purchase a similar amount every six months thereafter. Purchasing Debentures pursuant to this covenant, or being required to repay the Debentures if they are accelerated as a result of a default caused by a breach of any covenant, would cause severe liquidity problems for the company.
 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 principle amount of a new issue of 9 3/4 percent Senior Subordinated Notes due 2003 and $100 in cash for each $1,000 principle 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 principle 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 with the SEC.
 Preferred Stock Transactions
 The company also announced its acquisition today from Cooper Life Sciences, Inc. (CLS) of all its Preferred Stock, which had an aggregate liquidation preference of $16,060,000. In exchange, CLS received shares of a newly-created series of preferred stock of the company having an aggregate liquidation preference of $3,450,000.
 Subject to the approval of the company's stockholders at its annual meeting scheduled for September 14, 1993, the new preferred stock will be convertible into one share of Common Stock for each $1.00 of liquidation preference, and the company will have the right to compel such conversion if the market price of the Common Stock averages at least $1.375 per share for 90 days. For the annual meeting vote on convertibility, CLS has agreed to vote the 4,850,000 shares of the company's Common Stock it presently owns (16.2 percent of the outstanding shares), in the same proportion as shares voted by other stockholders.
 In the event that the company's stockholders do not approve the conversion rights at the company's 1993 annual meeting, the company will issue to CLS shares of another newly-created series of preferred stock of the company having an aggregate liquidation preference of $1,725,000.
 The company and CLS also entered into a Settlement Agreement, pursuant to which CLS delivered a release of claims against the company and agreed to certain "standstill" provisions in exchange for the company's payment of $4,000,000 in cash, delivery of 200,000 shares of CLS common stock owned by the company, and a release of claims against CLS.
 Pursuant to the Settlement Agreement, the company has agreed to nominate, and CLS has agreed to vote all of its shares of Common Stock of the company in favor of, the election of an eight member Board of Directors, of which up to three directors may be designated by CLS. A majority of the five Board members designated by the company will be individuals who are not officers or employees of the company. In the "standstill" provisions, CLS agreed to certain limitations on its ability to acquire and transfer securities of the company and that it would not seek control of the company. The "standstill" provisions and agreements as to Board composition have a term of two years, which will be extended by up to two additional years if the Common Stock achieves certain price levels or the company agrees to increase the number of CLS designees on the Board by up to two members.
 Principle healthcare subsidiaries of The Cooper Companies, Inc. are CooperSurgical, Inc., CooperVision, Inc., CooperVision Pharmaceuticals, Inc., and Hospital Group of America, Inc. On June 14, 1993, the company filed its Quarterly Report on Securities and Exchange Commission Form 10-Q, reporting on results for the three and six months ended April 30, 1993, the proposed exchange offer and consent solicitation, and the exchange of preferred stock and agreements with CLS in greater detail. Copies of the Form 10-Q can be obtained upon request from the company.
 THE COOPER COMPANIES, INC. AND SUBSIDIARIES
 Statement of Consolidated Operations
 (In thousands, except per share figures)
 Periods Ended Three Months Six Months
 April 30 1993 1992 1993 1992
 Net service revenue $12,245 $ ---- $24,673 $ ----
 Net sales of products 11,414 11,318 21,346 22,061
 Net operating revenue 23,659 11,318 46,019 22,061
 Cost of services
 provided 10,951 ---- 21,938 ----
 Cost of products sold 4,158 4,823 7,988 9,490
 Operating expenses 12,784 9,596 24,999 19,298
 Cost of restructuring
 operations 451 -- 451 --
 Amortization of
 intangibles 179 133 363 390
 Investment income
 (loss), net (249) 7,129 3,428 12,586
 Gain on sales of assets
 and businesses, net 620 17 620 1,030
 Other income
 (expense), net ( 59) 22 186 55
 Interest expense 1,536 1,425 3,170 2,845
 Income (loss) from
 continuing operations
 before income taxes ( 6,088) 2,509 (8,656) 3,709
 Provision for income
 taxes 95 382 211 1,133
 Income (loss) from
 continuing operations
 before extraordinary
 items 6,183 2,127 8,867 2,576
 Loss on sale of discon-
 tinued operations, net
 of taxes 13,657 1,366 13,657 1,366
 Income (loss) before
 extraordinary items (19,840) 761 (22,524) 1,210
 Extraordinary items -- 12 924 318
 Net income (loss) (19,840) 773 (21,600) 1,528
 Less, dividend require-
 ments on Senior Exchange-
 able Redeemable Restricted
 Voting Preferred Stock 160 633 320 1,263
 Net income (loss) appli-
 cable to common stock (20,000) 140 (21,920) 265
 Net income (loss) per
 common share:
 Income (loss) from continuing
 operations before extra-
 ordinary items (.22) .06 (.31) .05
 Loss from discontinued
 operations (.45) (.05) (.45) (.05)
 Net income (loss) before
 extraordinary items (.67) .01 (.76) .00
 Extraordinary items -- -- .03 .01
 Net income (loss) per
 common share (.67) .01 (.73) .01
 Average number of common
 shares outstanding 30,033 26,066 30,048 25,975
 THE COOPER COMPANIES, INC. AND SUBSIDIARIES
 Consolidated Condensed Balance Sheets
 (In Thousands)
 Periods Ended April 30, 1993 Oct. 31, 1992
 (Unaudited)
 Current assets:
 Cash and cash equivalents $ 24,984 $ 38,078
 Restricted cash 395 747
 Temporary investments 21,236 36,492
 Trade and other receivables, net 20,203 27,590
 Inventories 16,233 14,892
 Other current assets 1,630 2,423
 Total current assets 84,681 120,222
 Property, plant and equipment, net 40,838 39,732
 Intangibles, net 17,114 10,083
 Other assets 2,132 3,910
 $ 144,765 $ 173,947
 Liabilities and stockholders' equity
 Current liabilities:
 Current installments of long-term debt $ 2,820 $ 5,190
 Other current liabilities 49,869 48,738
 Total current liabilities 52,689 53,928
 Long-term debt:
 10-5/8 percent convertible subordinated
 reset debentures due 2005 38,893 43,581
 Other, less current installments 14,159 15,010
 53,052 58,591
 Deferred income taxes 14,444 15,131
 Total liabilities 120,185 127,650
 Stockholders' equity:
 Senior exchangeable redeemable
 Restricted voting preferred stock,
 $.10 par value 16 15
 Preferred stock, $.10 par value -- --
 Common stock, $.10 par value 3,003 3,018
 Additional paid-in capital 179,809 180,497
 Translation adjustments (130) (66)
 Accumulated deficit (156,538) (134,938)
 Unamortized restricted stock award
 compensation (1,580) (2,229)
 Total stockholders' equity 24,580 46,297
 $ 144,765 $ 173,947
 -0- 6/15/93
 /CONTACT: Marisa A. Heine or Peter C. Harkins, both of D.F. King & Co., Inc. for The Cooper Companies, 212-269-5550/
 (COO)


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

TM-MG -- NY095 -- 2403 06/15/93 18:55 EDT
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Date:Jun 15, 1993
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