-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LPfFQOohEjXvwwwRYMFX8OYW1PLZhJXpA8ps4zQbdh9B+9UagQu//QgMNMR8OCqi nOUzA0BoMpgy6INQSUSdXg== /in/edgar/work/20000628/0000899243-00-001614/0000899243-00-001614.txt : 20000920 0000899243-00-001614.hdr.sgml : 20000920 ACCESSION NUMBER: 0000899243-00-001614 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER CAMERON CORP CENTRAL INDEX KEY: 0000941548 STANDARD INDUSTRIAL CLASSIFICATION: [3533 ] IRS NUMBER: 760451843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-13884 FILM NUMBER: 663416 BUSINESS ADDRESS: STREET 1: 515 POST OAK BLVD STREET 2: STE 1200 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7135133322 MAIL ADDRESS: STREET 1: 515 POST OAK BOULEVARD CITY: HOUSTON STATE: TX ZIP: 77027 11-K 1 0001.txt FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-13884 A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below: INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION MISSOURI CITY, TEXAS FACILITY B. Name of issuer of the securities held pursuant to the Plan and the address of the principal executive office: COOPER CAMERON CORPORATION 515 Post Oak Boulevard, Suite 1200 Houston, Texas 77027 INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION MISSOURI CITY, TEXAS FACILITY
Page Report of Independent Auditors 1 Audited Financial Statements Statements of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 4 Notes to Financial Statements 5 Signature 20 Consent of Independent Auditors EXHIBIT 23.1
FINANCIAL STATEMENTS COOPER CAMERON CORPORATION SELECTED INDIVIDUAL ACCOUNT RETIREMENT PLANS DECEMBER 31, 1999 AND 1998 Cooper Cameron Corporation Selected Individual Account Retirement Plans Financial Statements December 31, 1999 and 1998 CONTENTS Report of Independent Auditors.............................. 1 Audited Financial Statements Statements of Net Assets Available for Benefits............. 2 Statement of Changes in Net Assets Available for Benefits... 4 Notes to Financial Statements............................... 5 Report of Independent Auditors Participants and Administrator Cooper Cameron Corporation Selected Individual Account Retirement Plans We have audited the accompanying statements of net assets available for benefits of the Cooper Cameron Corporation Selected Individual Account Retirement Plans (the "Plans"), listed on pages 2 and 3, as of December 31, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plans' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plans at December 31, 1999 and 1998, and the changes in their net assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP June 22, 2000 1 Cooper Cameron Corporation Selected Individual Account Retirement Plans Statements of Net Assets Available for Benefits December 31, 1999
PLAN INTEREST IN COOPER CAMERON CORPORATION MASTER TRUST FOR EMPLOYER DEFINED NET ASSETS PLAN CONTRIBUTION CONTRIBUTION PLANS AVAILABLE FOR NO. PLAN NAME RECEIVABLE (Notes 1 and 2) BENEFITS ---------------------------------------------------------------------------------------------------------------- 005 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant $ 29,021 $10,170,476 $10,199,497 006 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Grove City Facility 41,487 15,752,714 15,794,201 007 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Missouri City, Texas Facility -- 2,693,982 2,693,982 008 Individual Account Retirement Plan for Hourly-Paid Employees at the Cooper Cameron Corporation Mount Vernon Plant 22,569 7,264,513 7,287,082 010 Individual Account Retirement Plan for Cooper Cameron Corporation Hourly Employees, IAM, at the Superior Plant 17,645 4,011,845 4,029,490
See accompanying notes. 2 Cooper Cameron Corporation Selected Individual Account Retirement Plans Statements of Net Assets Available for Benefits (continued) December 31, 1998
PLAN INTEREST IN COOPER CAMERON CORPORATION MASTER TRUST FOR EMPLOYER EMPLOYEE DEFINED NET ASSETS PLAN CONTRIBUTIONS CONTRIBUTIONS CONTRIBUTION PLANS AVAILABLE FOR NO. PLAN NAME RECEIVABLE RECEIVABLE (Notes 1 and 2) BENEFITS - --------------------------------------------------------------------------------------------------------------------------------- 005 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant $33,626 $43,535 $ 7,459,656 $ 7,536,817 006 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Grove City Facility 53,732 42,856 16,017,669 16,114,257 007 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Missouri City, Texas Facility 15,628 12,199 5,959,628 5,987,455 008 Individual Account Retirement Plan for Hourly-Paid Employees at the Cooper Cameron Corporation Mount Vernon Plant 86,164 70,738 18,611,814 18,768,716 010 Individual Account Retirement Plan for Cooper Cameron Corporation Hourly Employees, IAM, at the 16,705 16,090 3,308,643 3,341,438 Superior Plant
See accompanying notes. 3 Cooper Cameron Corporation Selected Individual Account Retirement Plans Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1999
NET INVESTMENT GAIN (LOSS) FROM COOPER CAMERON CORPORATION MASTER NET ASSETS TRUST FOR DEFINED AVAILABLE CONTRIBUTION PLANS PLAN FOR BENEFITS AT EMPLOYER EMPLOYEE BENEFIT (NET OF EXPENSES) NO. PLAN NAME JANUARY 1, 1999 CONTRIBUTIONS CONTRIBUTIONS PAYMENTS (NOTES 1 AND 2) - ------------------------------------------------------------------------------------------------------------------------------------ 005 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant $ 7,536,817 $311,035 $417,179 $ (338,708) $2,226,428 006 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Grove City Facility 16,114,257 405,244 331,856 (3,369,581) 2,316,151 007 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Missouri City, Texas Facility 5,987,455 12,396 17,049 (4,153,067) 907,818 008 Individual Account Retirement Plan for Hourly-Paid Employees at the Cooper Cameron Corporation Mount Vernon Plant 18,768,716 531,929 561,636 (1,003,312) 2,881,014 010 Individual Account Retirement Plan for Cooper Cameron Corporation Hourly Employees, IAM, at the Superior Plant 3,341,438 161,171 162,947 (345,356) 709,290 OTHER NET ASSETS CHANGES IN AVAILABLE FOR PLAN NET ASSETS BENEFITS AT NO. PLAN NAME (NOTE 5) DECEMBER 31, 1999 - ------------------------------------------------------------------------------------- 005 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant $ 46,746 $10,199,497 006 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Grove City (3,726) 15,794,201 Facility 007 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Missouri City, Texas Facility (77,669) 2,693,982 008 Individual Account Retirement Plan for Hourly-Paid Employees at the Cooper Cameron Corporation Mount (14,452,901) 7,287,082 Vernon Plant 010 Individual Account Retirement Plan for Cooper Cameron Corporation Hourly Employees, IAM, at the Superior Plant -- 4,029,490
See accompanying notes. 4 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statements December 31, 1999 1. SIGNIFICANT ACCOUNTING PRINCIPLES ACCOUNTING PRINCIPLES The accompanying financial statements of the Cooper Cameron Corporation (the "Company") Selected Individual Account Retirement Plans (the "Plans") have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein. Benefit payments to participants are recorded upon distribution. INVESTMENTS The Plans' investments are held in the Cooper Cameron Corporation Master Trust (the "Master Trust"). The Chase Manhattan Bank, N.A. was the trustee of the Plans through July 31, 1999 and held the assets of the Master Trust. Effective August 1, 1999, Nationwide Trust Company is the trustee of the Plans. In conjunction with the change in trustees, some additional investment accounts were added to the Master Trust and some of the investments within the investment accounts changed. Following is a summary of the investment accounts of the Master Trust and the Plans' beneficial interests in the investment accounts as of December 31, 1999 and 1998. DECEMBER 31 1999 1998 ------------------------------- Plan 005: Cooper Cameron Stock Fund 0.84% 1.20% Fidelity Growth Fund 100.00 2.71 Vanguard Balanced Index Fund 100.00 4.71 Money Market Fund (no longer available) -- 3.25 PRIMCO Stable Value Fund (referred to as the Fixed Income Fund prior to August 1, 1999) 2.21 2.01 5 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statements (continued) 1. SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED) DECEMBER 31 1999 1998 ------------------------------- Plan 005 (continued) Bankers Trust Institutional Equity 500 Index Fund (referred to as the Stock Market Fund prior to August 1, 1999) 2.10% 2.26% PIMCO Total Return A Fund (new fund effective August 1, 1999) 2.21 -- Washington Mutual Investors Fund (new fund effective August 1, 1999) 1.88 -- MFS Massachusetts Investors Growth A Fund (new fund effective August 1, 1999) 1.75 -- Franklin Balance Sheet Investment A Fund (new fund effective August 1, 1999) 2.80 -- Lord Abbett Developing Growth A Fund (new fund effective August 1, 1999) 2.74 -- EuroPacific Fund (new fund effective August 1, 3.15 -- 1999) Plan 006: Cooper Cameron Stock Fund 0.77 1.17 Fidelity Growth Fund (no longer available to -- 5.63 this plan) Vanguard Balanced Index Fund (no longer available to this plan) -- 6.01 Money Market Fund (no longer available) -- 3.84 PRIMCO Stable Value Fund (referred to as the Fixed Income Fund prior to August 1, 1999) 8.91 10.70 Bankers Trust Institutional Equity 500 Index Fund (referred to as the Stock Market Fund prior to August 1, 1999) 3.33 2.26 PIMCO Total Return A Fund (new fund effective August 1, 1999) 5.82 -- Washington Mutual Investors Fund (new fund effective August 1, 1999) 6.87 -- 6 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statements (continued) MFS Massachusetts Investors Growth A Fund (new fund effective August 1, 1999) 4.37 -- 7 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statements (continued) 1. SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED) DECEMBER 31 1999 1998 ------------------------------- Plan 006 (continued) Franklin Balance Sheet Investment A Fund (new fund effective August 1, 1999) 4.95% --% Lord Abbett Developing Growth A Fund (new fund effective August 1, 1999) 3.77 -- EuroPacific Fund (new fund effective August 1, 3.68 -- 1999) Plan 007: Cooper Cameron Stock Fund 0.87 1.41 Fidelity Growth Fund (no longer available to -- 0.60 this plan) Vanguard Balanced Index Fund (no longer available to this plan) -- 0.99 Money Market Fund (no longer available) -- 1.94 PRIMCO Stable Value Fund (referred to as the Fixed Income Fund prior to August 1, 1999) 1.97 4.87 Bankers Trust Institutional Equity 500 Index Fund (referred to as the Stock Market Fund prior to August 1, 1999) 0.23 0.28 PIMCO Total Return A Fund (new fund effective August 1, 1999) 0.53 -- Washington Mutual Investors Fund (new fund effective August 1, 1999) 0.25 -- MFS Massachusetts Investors Growth A Fund (new fund effective August 1, 1999) 0.29 -- Franklin Balance Sheet Investment A Fund (new fund effective August 1, 1999) 0.02 -- Lord Abbett Developing Growth A Fund (new fund effective August 1, 1999) 0.38 -- EuroPacific Fund (new fund effective August 1, 0.15 -- 1999) Plan 008: Cooper Cameron Stock Fund 0.87 3.61 8 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statements (continued) 1. SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED) Fidelity Growth Fund (no longer available to -- 7.36 this plan) DECEMBER 31 1999 1998 ------------------------- Plan 008 (continued) Vanguard Balanced Index Fund (no longer available to this plan) --% 7.55% Money Market Fund (no longer available) -- 10.66 PRIMCO Stable Value Fund (referred to as the Fixed Income Fund prior to August 1, 1999) 3.15 8.83 Bankers Trust Institutional Equity 500 Index Fund (referred to as the Stock Market Fund prior to August 1, 1999) 1.81 2.75 PIMCO Total Return A Fund (new fund effective August 1, 1999) 2.79 -- Washington Mutual Investors Fund (new fund effective August 1, 1999) 2.59 -- MFS Massachusetts Investors Growth A Fund (new fund effective August 1, 1999) 2.06 -- Franklin Balance Sheet Investment A Fund (new fund effective August 1, 1999) 2.48 -- Lord Abbett Developing Growth A Fund (new fund effective August 1, 1999) 3.14 -- EuroPacific Fund (new fund effective August 1, 2.23 -- 1999) Plan 010: Cooper Cameron Stock Fund 0.49 0.51 Fidelity Growth Fund (no longer available to -- 1.52 this plan) Vanguard Balanced Index Fund (no longer available to this plan) -- 1.08 Money Market Fund (no longer available) -- 0.83 PRIMCO Stable Value Fund (referred to as the Fixed Income Fund prior to August 1, 1999) 1.46 2.06 9 Cooper Cameron Corporation Selected Individual Account Retirement Plans (Notes to Financial Statements (continued) 1. SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED) Bankers Trust Institutional Equity 500 Index Fund (referred to as the Stock Market Fund prior to August 1, 1999) 0.45 0.41 PIMCO Total Return A Fund (new fund effective August 1, 1999) 2.02 -- DECEMBER 31 1999 1998 ------------------------------- Plan 010 (continued) Washington Mutual Investors Fund (new fund effective August 1, 1999) 1.85% --% MFS Massachusetts Investors Growth A Fund (new fund effective August 1, 1999) 1.28 -- Franklin Balance Sheet Investment A Fund (new fund effective August 1, 1999) 2.24 -- Lord Abbett Developing Growth A Fund (new fund effective August 1, 1999) 2.29 -- EuroPacific Fund (new fund effective August 1, 1.29 -- 1999) The Master Trust's security transactions are accounted for on the date the securities are purchased or sold. Investment income is recorded as earned. The Master Trust's investments in securities traded on the exchanges are valued at the last reported sale price on the valuation date. Securities not listed on exchanges and securities for which no sale was reported on that day are valued at the last quoted bid price or at fair value as determined by the trustee. Money market funds are stated at cost, which approximates fair value. All other mutual funds and common/collective funds are valued at fair market value based upon the quoted market values of the underlying assets. Investment contracts within the PRIMCO Stable Value Fund, with varying contract rates and maturity dates, are stated at contract value. Contract value represents cost plus accrued income. Although it is management's intention to hold the investment contracts until maturity, certain investment contracts provide for adjustments to contract value for withdrawals made prior to maturity. 10 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statments (continued) 1. SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED) FUNDING POLICY The Company contributes to each participant's account monthly based on hours actively worked and specific contribution rates. This contribution is also paid for each hour of overtime, vacation, or holiday, but excludes sick time for which the employee may be paid. Company contributions are made to the fund option that the employee elected. Vesting in employer contributions is on a graduated scale with 100% at five years. Amounts which are forfeited due to a participant's termination of employment prior to vesting in employer contributions made on the participant's behalf are used to reduce the required Company contribution in subsequent periods. All Plans allow for employee contributions based on hours actively worked and elected contribution rates. Electing to contribute is completely voluntary, and these contributions are immediately 100% vested. Participants may elect to have their contributions allocated in 1% increments to one or more of the investment accounts within the Master Trust. Allocations among the investment accounts may be changed at the participant's discretion on a daily basis. The Company intends to close the Cooper Cameron Corporation Missouri City, Texas facility. As a result, participants terminating employment at this facility subsequent to January 1, 1999 were fully vested in their account balances in the Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Missouri City, Texas Facility. The Company intends to close the Cooper Cameron Corporation Grove City Facility. As a result, participants terminating employment at this facility subsequent to January 1, 1999 were fully vested in their account balances in the Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Grove City Facility. 11 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statements (continued) 2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST The purpose of the Master Trust is the collective investment of the assets of participating employee benefit plans of the Company. The assets of the Master Trust are allocated among participating plans by assigning to each plan those transactions (primarily contributions, participant loan transactions, and benefit payments) which can be specifically identified and allocating among all plans, in proportion to the fair value of the assets assigned to each plan, the income and expenses resulting from the collective investment of the assets. The Master Trust includes assets of other employee benefit plans in addition to those included in these financial statements. 12 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statements (continued) 2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST (CONTINUED) The following table presents the fair value of investments for the separate investment accounts of the Master Trust:
PRIMCO STABLE VALUE COOPER WASHINGTON FUND CAMERON MUTUAL (PREVIOUSLY STOCK INVESTORS FIXED INCOME DECEMBER 31, 1999 FUND FUND FUND) --------------------------------------------------- Assets: Net unsettled sales of investments $ 4,343,163 $ - $ - Investments at fair value as determined by quoted market prices: Money Market Funds 239,515 - - Cash Management Trust of America - - 12,051,274 Cooper Cameron Corporation Common Stock 88,096,553 - - Washington Mutual Investors Fund - 30,309,599 - MFS Massachusetts Investors Growth A Fund - - - Bankers Trust Institutional Equity 500 Index Fund - - - PIMCO Total Return A Fund - - - Franklin Balance Sheet Investment A Fund - - - Lord Abbett Developing Growth A Fund - - - EuroPacific Growth Fund - - - Vanguard Balanced Index Fund - - - Fidelity Growth Company Fund - - - Investments at estimated fair value or contract value: Investment contracts - - 48,380,302 PRIMCO Group Trust - - 10,699,540 Promissory note - - 184,187 --------------------------------------------------- Total investments 88,336,068 30,309,599 71,315,303 --------------------------------------------------- Total assets 92,679,231 30,309,599 71,315,303 --------------------------------------------------- Liabilities: Net unsettled purchases of investments 2,910,760 5,026 225,905 Cash overdraft 3,273,717 - - --------------------------------------------------- Net assets available to participating plans $86,494,754 $30,304,573 $71,089,398 ===================================================
BANKERS TRUST INSTITUTIONAL EQUITY 500 MFS INDEX FUND MASSACHUSETTS VANGUARD (PREVIOUSLY THE INVESTORS BALANCED STOCK MARKET DECEMBER 31, 1999 GROWTH A FUND INDEX FUND FUND) ------------------------------------------------- Assets: Net unsettled sales of investments $ - $ - $ - Investments at fair value as determined by quoted market prices: Money Market Funds - - - Cash Management Trust of America - - - Cooper Cameron Corporation Common Stock - - - Washington Mutual Investors Fund - - - MFS Massachusetts Investors Growth A Fund 46,798,499 - - Bankers Trust Institutional Equity 500 Index Fund - - 49,678,569 PIMCO Total Return A Fund - - - Franklin Balance Sheet Investment A Fund - - - Lord Abbett Developing Growth A Fund - - - EuroPacific Growth Fund - - - Vanguard Balanced Index Fund - 1,639,222 - Fidelity Growth Company Fund - - - Investments at estimated fair value or contract value: Investment contracts - - - PRIMCO Group Trust - - - Promissory note - - - --------------------------------------------- Total investments 46,798,499 1,639,222 49,678,569 --------------------------------------------- Total assets 46,798,499 1,639,222 49,678,569 --------------------------------------------- Liabilities: Net unsettled purchases of investments 26,493 20 12,180 Cash overdraft - - - --------------------------------------------- Net assets available to participating plans $46,772,006 $1,639,202 $49,666,389 =============================================
FRANKLIN LORD ABBETT BALANCE SHEET DEVELOPING PIMCO TOTAL INVESTMENT A GROWTH A DECEMBER 31, 1999 RETURN A FUND FUND FUND --------------------------------------------------- Assets: Net unsettled sales of investments $ 142,048 $ - $ - Investments at fair value as determined by quoted market prices: Money Market Funds - - - Cash Management Trust of America - - - Cooper Cameron Corporation Common Stock - - - Washington Mutual Investors Fund - - - MFS Massachusetts Investors Growth A Fund - - - Bankers Trust Institutional Equity 500 Index Fund - - - PIMCO Total Return A Fund 29,780,851 - - Franklin Balance Sheet Investment A Fund - 7,869,609 - Lord Abbett Developing Growth A Fund - - 9,055,466 EuroPacific Growth Fund - - - Vanguard Balanced Index Fund - - - Fidelity Growth Company Fund - - - Investments at estimated fair value or contract value: Investment contracts - - - PRIMCO Group Trust - - - Promissory note - - - --------------------------------------------------- Total investments 29,780,851 7,869,609 9,055,466 --------------------------------------------------- Total assets 29,922,899 7,869,609 9,055,466 --------------------------------------------------- Liabilities: Net unsettled purchases of investments - 1,768 5,166 Cash overdraft - - - --------------------------------------------------- Net assets available to participating plans $29,922,899 $7,867,841 $9,050,300 ===================================================
FIDELITY EUROPACIFIC GROWTH COMPANY DECEMBER 31, 1999 FUND FUND ----------------------------- Assets: Net unsettled sales of investments $ - $ - Investments at fair value as determined by quoted market prices: Money Market Funds - - Cash Management Trust of America - - Cooper Cameron Corporation Common Stock - - Washington Mutual Investors Fund - - MFS Massachusetts Investors Growth A Fund - - Bankers Trust Institutional Equity 500 Index Fund - - PIMCO Total Return A Fund - - Franklin Balance Sheet Investment A Fund - - Lord Abbett Developing Growth A Fund - - EuroPacific Growth Fund 13,716,073 - Vanguard Balanced Index Fund - - Fidelity Growth Company Fund - 2,247,065 Investments at estimated fair value or contract value: Investment contracts - - PRIMCO Group Trust - - Promissory note - - --------------------------- Total investments 13,716,073 2,247,065 --------------------------- Total assets 13,716,073 2,247,065 --------------------------- Liabilities: Net unsettled purchases of investments 8,760 726 Cash overdraft - - --------------------------- Net assets available to participating plans $13,707,313 $2,246,339 ===========================
13 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statements (continued) 2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST (CONTINUED) The following table presents the fair value of investments for the separate investment accounts of the Master Trust:
COOPER CAMERON FIDELITY FIXED MONEY STOCK GROWTH INCOME MARKET DECEMBER 31, 1998 FUND FUND FUND FUND ------------------------------------------------------------ Assets: Accrued investment income $ 8,363 $ - $ 29,456 $ 86,540 Net unsettled sales of investments - - - - Investments at fair value as determined by quoted market prices: Chase Cash Investment Fund 1,748,278 - 5,850,633 20,110,412 Cooper Cameron Corporation common stock 51,949,016 - - - Fidelity Growth Company Fund - 24,978,405 - - U.S. Stock Index Fund - - - - Vanguard Balanced Index Fund - - - - Investments at estimated fair value or contract value: Investment contracts - - 75,756,490 - Loans to participants - - - - Plan loans - - 1,271,364 - ------------------------------------------------------------ Total investments 53,697,294 24,978,405 82,878,487 20,110,412 ------------------------------------------------------------ Total assets 53,705,657 24,978,405 82,907,943 20,196,952 ------------------------------------------------------------ Liabilities: Net unsettled purchases of investments 247,974 - - - ------------------------------------------------------------ Net assets available to participating plans $53,457,683 $24,978,405 $82,907,943 $20,196,952 ============================================================
VANGUARD STOCK BALANCED MARKET INDEX DECEMBER 31, 1998 FUND FUND -------------------------- Assets: Accrued investment income $ 3,698 $ - Net unsettled sales of investments 161,000 - Investments at fair value as determined by quoted market prices: Chase Cash Investment Fund 839,027 - Cooper Cameron Corporation common stock - - Fidelity Growth Company Fund - - U.S. Stock Index Fund 86,308,328 - Vanguard Balanced Index Fund - 39,354,834 Investments at estimated fair value or contract value: Investment contracts - - Loans to participants - - Plan loans - - -------------------------- Total investments 87,147,355 39,354,834 -------------------------- Total assets 87,312,053 39,354,834 ------------------------- Liabilities: Net unsettled purchases of investments - - -------------------------- Net assets available to participating plans $87,312,053 $39,354,834 ==========================
14 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statements (continued) 2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST (CONTINUED) Investment income and net appreciation (depreciation) in fair value of investments as determined by quoted market prices for the separate investment accounts of the Master Trust are as follows: NET APPRECIATION INTEREST AND PERIOD ENDED DECEMBER 31, 1999 (DEPRECIATION) DIVIDENDS ------------------------------------ Cooper Cameron Stock Fund $50,513,020 $ 145,240 Fidelity Growth Fund (no longer available to this plan) 7,010,022 355,947 Vanguard Balanced Index (no longer available to this plan) 1,154,744 579,359 Money Market Fund (no longer available) - 613,996 PRIMCO Stable Value Fund (referred to as the Fixed Income Fund prior to August 1, - 5,449,799 1999) Bankers Trust Institutional Equity 500 Index Fund (referred to as the Stock Market Fund prior to August 1, 1999) 8,829,659 1,341,999 PIMCO Total Return A Fund (new fund (335,225) 699,164 effective August 1, 1999) Washington Mutual Investors Fund (new fund effective August 1, 1999) (5,090,313) 3,218,213 MFS Massachusetts Investors Growth A Fund (new fund effective August 1, 1999) 6,688,283 3,400,590 Franklin Balance Sheet Investment A Fund (new fund effective August 1, 1999) (475,749) 129,407 Lord Abbett Developing Growth A Fund (new fund effective August 1, 1999) 1,664,408 153,162 EuroPacific Growth Fund (new fund effective August 1, 1999 2,874,839 434,792 15 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statements (continued) 2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST (CONTINUED) PRIMCO STABLE VALUE FUND ("STABLE VALUE FUND") The Stable Value Fund invests in actively managed Synthetic Bank and Insurance Company Investment Contracts ("SICs") and in Guaranteed Investment Contracts ("GICs"). The GICs are promises by insurance companies or a bank to repay the principal plus accrued income at contract maturity. SICs differ from GICs in that the assets supporting the SICs are owned by the Master Trust. The bank or insurance company issues a wrapper contract that allows participant directed transactions to be made at contract value. Wrapper contracts are valued as the difference between the fair value of the supporting assets and the contract value. The assets supporting the SICs owned by the Master Trust are comprised of corporate bonds, asset backed bonds, mutual funds, and common trust funds with a fair value of $41,476,275 and $55,573,148 at December 31, 1999 and 1998, respectively. The contract values of the SICs at December 31, 1999 and 1998 were $43,324,908 and $54,603,992, respectively. Interest crediting rates on the GICs in the Stable Value Fund are generally determined at the time of purchase. Interest crediting rates on the SICs are reset periodically based on the yields of the supporting assets. At December 31, 1999 the interest crediting rates for all contracts ranged from 5.9% to 9.5%. At December 31, 1998 the interest crediting rates for all contracts ranged from 5.7% to 9.5%. For 1999 and 1998, the average annual yield for the investment contracts in the Stable Value Fund was 7.8% and 6.4%, respectively. At December 31, 1999 and 1998, fair value of the investment contracts in the Fund was estimated to be approximately 97% and 102% of contract value, respectively. Fair value of the GICs was estimated by discounting the weighted average of the Stable Value Fund's cash flows at the then-current interest crediting rate for a comparable maturity investment contract. Fair value of the SICs is based on the market value of the assets supporting the SICs. 3. DESCRIPTION OF THE PLANS Each of the Plans is a profit sharing plan which provides payments to eligible employees of the respective plans at termination, retirement, death, or disability. 16 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statements (continued) 3. DESCRIPTION OF THE PLANS (CONTINUED) Should the Plans terminate, the assets will be distributed according to the total amount in each participant's account, including earnings thereon less related benefits and expenses. Distributions shall be made as soon as practicable to members or their beneficiaries by payments in lump sum. Information about the Plans, the funding, vesting, and benefit provisions is contained in each plan's Summary Plan Description. Copies of these pamphlets are available at the Company's corporate office. 4. INCOME TAX STATUS The Plans have been designed to meet the requirements of the Internal Revenue Code ("IRC") under Sections 401(a) and 501(a) and, therefore, are not subject to tax under present income tax laws. Once qualified, the Plans are required to operate in conformity with the IRC to maintain their qualifications. A favorable determination has been obtained for each of the Plans in which the Internal Revenue Service stated that each Plan, as then designed, was in compliance with the applicable requirements of the IRC. All Plans have been amended since receiving their determination letters. However, the Company believes that the Plans are currently designed and being operated in compliance with the applicable requirements of the IRC. 5. OTHER CHANGES IN NET ASSETS For the year ended December 31, 1999, net assets of $14,460,264 were transferred from the Individual Account Retirement Plan for Hourly-Paid Employees at the Cooper Cameron Corporation Mount Vernon Plant to a plan sponsored by Rolls Royce due to the sale of one of the Company's divisions to Rolls Royce. All other net asset admissions (withdrawals) represent the net transfer of participant balances from (to) other plans sponsored by the Company. 17 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statements (continued) 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 at December 31, 1999:
LESS AMOUNTS BENEFITS PAID TO ALLOCATED TO PARTICIPANTS PER WITHDRAWING BENEFITS PAID TO THE FINANCIAL PARTICIPANTS AT PARTICIPANTS PER PLAN NO. PLAN NAME STATEMENTS DECEMBER 31, 1998 FORM 5500 - --------------------------------------------------------------------------------------------------------------------------- 005 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant $ 338,708 $ 3,466 $ 335,242 006 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Grove City Facility 3,369,581 29,549 3,340,032 007 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Missouri City, Texas 4,153,067 514,644 3,638,423 Facility 008 Individual Account Retirement Plan for Hourly-Paid Employees at the Cooper Cameron Corporation Mount Vernon Plant 1,003,312 2,010 1,001,302 010 Individual Account Retirement Plan for Cooper Cameron Corporation Hourly Employees, IAM, at the Superior Plant 345,356 - 345,356
18 Cooper Cameron Corporation Selected Individual Account Retirement Plans Notes to Financial Statements (continued) 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED) The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 1998:
NET ASSETS AVAILABLE FOR BENEFITS PER AMOUNTS ALLOCATED NET ASSETS AVAILABLE THE FINANCIAL TO WITHDRAWING FOR BENEFITS PER PLAN NO. PLAN NAME STATEMENTS PARTICIPANTS FORM 5500 - ---------------------------------------------------------------------------------------------------------------------------- 005 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant $ 7,536,817 $ (3,466) $ 7,533,351 006 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Grove City Facility 16,114,257 (29,549) 16,084,708 007 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Missouri City, Texas 5,987,455 (514,644) 5,472,811 Facility 008 Individual Account Retirement Plan for Hourly-Paid Employees at the Cooper Cameron Corporation Mount Vernon Plant 18,768,716 (2,010) 18,766,706 010 Individual Account Retirement Plan for Cooper Cameron Corporation Hourly Employees, IAM, at the Superior Plant 3,341,438 - 3,341,438
19 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Plan Administration Committee have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION MISSOURI CITY, TEXAS FACILITY /s/ Jane L. Crowder _________________________________________ By: Jane L. Crowder Member of the Plan Administration Committee Date: June 27, 2000 20 EX-23.1 2 0002.txt E & Y CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-57995) pertaining to the Individual Account Retirement Plan For Bargaining Unit Employees at the Cooper Cameron Corporation Missouri City, Texas Facility of our report dated June 22, 2000 with respect to the financial statements of the Individual Account Retirement Plan For Bargaining Unit Employees at the Cooper Cameron Corporation Missouri City, Texas Facility included in this Annual Report (Form 11-K) for the year ended December 31, 1999. /S/ ERNST & YOUNG LLP June 22, 2000 Houston, Texas -----END PRIVACY-ENHANCED MESSAGE-----