Cooper Companies' stockholders approve 1-for-3 reverse stock split and re-elect board of directors at annual meeting; The company announces odd lot purchase/sale program; Improving operating trends continue into 1995 as company focuses on future revenue growth

Business Wire, Sept 21, 1995

FORT LEE, N.J.--(BUSINESS WIRE)--Sept. 21, 1995--At its annual meeting held yesterday, stockholders of The Cooper Companies Inc. (NYSE:COO) approved a reduction of its authorized shares and a 1-for-3 reverse stock split of the company's common stock, re-elected its seven member board of directors and ratified the appointment of KPMG Peat Warwick LLP as its independent auditors.

The company also announced a voluntary odd lot purchase/sale program.

Reverse Stock Split and Reduction of Authorized Shares

The reverse stock split approved by the stockholders reduces the number of outstanding shares of the company's common stock from 34,723,987 to 11,574,662 (before giving effect to the cash-out of fractional shares). With the approval of the reverse split, stockholders also approved a reduction of the shares of common and preferred stock authorized to be issued from 100 million shares of common stock and 10 million shares of preferred stock to 20 million shares of common stock and 1 million shares of preferred stock. These events will become effective at the close of business on Sept. 21, 1995. Within a few weeks, stockholders of record will receive information relating to the exchange of their stock certificates.

Commenting on the reverse stock split, A. Thomas Bender, president and chief executive officer of the company, said, "Stockholders will benefit in two ways from the reverse split. First, Cooper's stock will now be available to professional money managers whose company policies do not permit investment in lower-priced stocks. Second, investors should now be able to buy the company's common stock on margin."

Odd Lot Trading Program

An odd lot purchase/sale program will begin in late September and end on Oct. 31, 1995, subject to extension. Under the program, all stockholders owning fewer than 100 shares of the company's stock, after giving effect to the 1-for-3 reverse stock split, will be provided with a low-cost opportunity to sell all of their shares or to purchase the number of shares that would increase their holdings to 100 shares. Information on the odd lot program will be mailed to all stockholders eligible to participate in the program. Bender stated that, "In addition to providing small stockholders with a low cost opportunity to sell their shares or increase their holdings to 100 shares, the anticipated reduction in the number of stockholders will result in annual savings to the company."

Board of Directors Re-Elected

The stockholders re-elected the company's board of directors. It consists of A. Thomas Bender, president and chief executive officer of the company; Mark A. Filler, executive vice president of Prism Mortgage Co.; Michael H. Kalkstein, partner in the law firm of Graham & James; Moses Marx, general partner in United Equities Co. and President of Momar Corp.; Donald Press, executive vice president of Broadway Management Inc. and principal in the firm of Donald Press, P.C.; Allan E. Rubenstein, M.D., chairman of the board of MTC Imaging Services and a member of the faculty of the Mt. Sinai School of Medicine and the Mt. Sinai Neurofibromatosis Research and Treatment Center; and Steven Rosenberg, vice president and chief financial officer and acting president of Cooper Life Sciences Inc.

Company Officers

At a meeting of the board of directors held immediately following the stockholders meeting, the directors re-elected the following officers of The Cooper Companies Inc.:

Name Office

Allan E. Rubenstein, MD Chairman of the Board A. Thomas Bender President and CEO Robert S. Holcombe Senior VP and General Counsel Robert S. Weiss Senior VP, Treasurer and CFO Gregory A. Fryling VP, Business Development Audrey A. Murray VP of Risk Management and

Employee Benefits Stephen C. Whiteford VP and Corporate Controller Marisa F. Jacobs Secretary and Associate General Counsel Mary G. Cowie Assistant Secretary

Performance Highlights

Bender reviewed highlights of the company's recent performance. He noted that during fiscal 1994 and continuing in 1995, the company resolved a number of legal, financial and operating difficulties that significantly improved the company's performance.

"The majority of the costly litigation involving the company has now been eliminated, dramatically reducing legal fees. The company's debt was restructured and an $8 million line of credit was established that, together with the now cash positive position of the company, allows us to fund selective strategic projects in our core operating areas of vision care and gynecology," said Bender. In addition, he noted that the company's capitalization was streamlined when its preferred stock was converted into common stock, thereby eliminating the requirement to pay preferred stock dividends.

Fiscal 1994 ended with two profitable quarters that began a series of five consecutive profitable quarters extending through the third quarter of fiscal 1995. During this time, the company's operating results have improved significantly.