-----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, Uwe93KWm0eQ05m3PTyG+bYjX1hTuXaCb5VXc5kLLxIlQcDi4KCo0PNzdAzibe4v+ VceDLqCFjq6mS7b3bGAL0g== 0000950129-98-002780.txt : 19980630 0000950129-98-002780.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950129-98-002780 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971230 FILED AS OF DATE: 19980629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER CAMERON CORP CENTRAL INDEX KEY: 0000941548 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [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: 98657029 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 COOPER CAMERON CORPORATION - DATED 12/30/1997 1 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 30, 1997 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: COOPER CAMERON CORPORATION RETIREMENT SAVINGS PLAN 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 2 COOPER CAMERON CORPORATION RETIREMENT SAVINGS PLAN Page Report of Independent Public Accountants 1 Audited Financial Statements Statements of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits With Fund Information 3 Notes to Financial Statements 4 Signature 15 Consent of Independent Public Accountants 16 3 FINANCIAL STATEMENTS COOPER CAMERON CORPORATION RETIREMENT SAVINGS PLAN AT DECEMBER 30, 1997 AND 1996 AND FOR THE YEAR ENDED DECEMBER 30, 1997 4 Cooper Cameron Corporation Retirement Savings Plan Financial Statements At December 30, 1997 and 1996 and for the year ended December 30, 1997 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 With Fund Information............3 Notes to Financial Statements..............................................................4
5 REPORT OF INDEPENDENT AUDITORS To the Participants and Administrator of the Cooper Cameron Corporation Retirement Savings Plan We have audited the accompanying statements of net assets available for benefits of the Cooper Cameron Corporation Retirement Savings Plan (the "Plan") as of December 30, 1997 and 1996, and the related statement of changes in net assets available for benefits for the year ended December 30, 1997. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 Plan at December 30, 1997 and 1996, and the changes in its net assets available for benefits for the year ended December 30, 1997, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The specific fund information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis, rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The fund information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. June 29, 1998 1 6 Cooper Cameron Corporation Retirement Savings Plan Statements of Net Assets Available for Benefits
DECEMBER 30 1997 1996 ---------------------------------- ASSETS Contributions receivable: Employer $ 790,622 $ 633,863 Employee 1,078,551 933,632 ---------------------------------- Total contributions receivable 1,869,173 1,567,495 Plan interest in Cooper Cameron Corporation Master Trust for Defined Contribution Plans (Notes 1 and 2): Company Stock Fund 103,091,984 46,699,614 Fidelity Growth Company Fund 13,739,868 13,135,251 Fixed Income Fund 48,712,024 51,434,628 Money Market Fund 12,734,925 14,567,311 Stock Market Fund 55,362,932 49,838,311 Vanguard Balanced Index Fund 12,226,095 9,287,214 Loan Fund 6,637,072 6,465,225 ---------------------------------- Total Plan interest in Master Trust 252,504,900 191,427,554 ---------------------------------- Net assets available for benefits $254,374,073 $192,995,049 ==================================
See accompanying notes. 2 7 Cooper Cameron Corporation Retirement Savings Plan Statement of Changes in Net Assets Available for Benefits With Fund Information Year ended December 30, 1997
PARTICIPANT-DIRECTED ------------------------------------------------------------------ FIDELITY GROWTH FIXED MONEY STOCK COMPANY INCOME MARKET MARKET FUND FUND FUND FUND ------------------------------------------------------------------ Additions: Contributions: Employer $ 68,048 $ 157,063 $ 348,063 $ 10,975 Employee 1,568,163 3,629,936 454,292 4,079,940 ------------------------------------------------------------------ Total contributions 1,636,211 3,786,999 802,355 4,090,915 Net investment gain from Cooper Cameron Corporation Master Trust for Defined Contribution Plans, net of expenses (Note 2) 2,258,224 3,207,398 666,260 15,084,071 ------------------------------------------------------------------ Total additions 3,894,435 6,994,397 1,468,615 19,174,986 Deduction: Benefits paid to participants 566,090 5,036,574 1,881,581 4,151,102 Other changes in net assets: Interfund transfers (3,015,459) (5,020,370) (1,480,261) (9,609,610) Net asset admissions (withdrawals) (Note 5) 296,078 308,830 57,906 133,162 ------------------------------------------------------------------ Total other changes (2,719,381) (4,711,540) (1,422,355) (9,476,448) ------------------------------------------------------------------ Net increase (decrease) 608,964 (2,753,717) (1,835,321) 5,547,436 Net assets available for benefits at beginning of year 13,260,272 51,743,934 14,653,201 50,133,136 ------------------------------------------------------------------ Net assets available for benefits at end of year* $ 13,869,236 $ 48,990,217 $ 12,817,880 $ 55,680,572 ================================================================== NON- PARTICIPANT- PARTICIPANT-DIRECTED DIRECTED ------------------------------------------- -------------- VANGUARD BALANCED COMPANY INDEX STOCK LOAN COMPANY STOCK TOTAL FUND FUND FUND FUND PLAN ------------------------------------------- ------------------------------- Additions: Contributions: Employer $ 51,578 $ 259,561 $ -- $ 7,547,741 $ 8,443,029 Employee 1,001,261 2,243,599 -- -- 12,977,191 ------------------------------------------- ---------------------------- Total contributions 1,052,839 2,503,160 -- 7,547,741 21,420,220 Net investment gain from Cooper Cameron Corporation Master Trust for Defined Contribution Plans, net of expenses (Note 2) 2,177,109 17,029,911 488,752 13,726,855 54,638,580 ------------------------------------------- ---------------------------- Total additions 3,229,948 19,533,071 488,752 21,274,596 76,058,800 Deduction: Benefits paid to participants 422,559 1,031,048 941,644 2,086,484 16,117,082 Other changes in net assets: Interfund transfers 17,130 18,406,318 702,252 -- -- Net asset admissions (withdrawals) (Note 5) 131,626 587,217 (77,513) -- 1,437,306 ------------------------------------------- ---------------------------- Total other changes 148,756 18,993,535 624,739 -- 1,437,306 ------------------------------------------- ---------------------------- Net increase (decrease) 2,956,145 37,495,558 171,847 19,188,112 61,379,024 Net assets available for benefits at beginning of year 9,355,895 23,181,003 6,465,225 24,202,383 192,995,049 ------------------------------------------- ---------------------------- Net assets available for benefits at end of year* $12,312,040 $60,676,561 $ 6,637,072 $43,390,495 $254,374,073 =========================================== ============================
*Ending fund balances include allocated contribution receivables See accompanying notes. 8 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements December 30, 1997 1. SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING PRINCIPLES The accompanying financial statements of the Cooper Cameron Corporation (the "Company") Retirement Savings Plan (the "Plan") 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 At December 30, 1997 and 1996, investments of the Plan consisted of beneficial interests in the following separate investment accounts of the Cooper Cameron Corporation Master Trust for Defined Contribution Plans (the "Master Trust"): Company Stock Fund (94.238% and 100%); Fidelity Growth Company Fund (81.810% and 100%); Fixed Income Fund (64.234% and 54.364%); Loan Fund (99.814% and 99.815%); Money Market Fund (85.828% and 99.412%); Stock Market Fund (91.583% and 99.749%); and Vanguard Balanced Index Fund (65.297% and 100%) (collectively, the "Funds"), as described in Note 2. The Plan's beneficial interest percentage in each investment account at December 30, 1997 and 1996, respectively, is noted parenthetically next to each investment account. The Funds' security transactions are accounted for on the date the securities are purchased or sold. Investment income is recorded as earned. The Funds' 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. Investments in The Chase Manhattan Bank, N.A. Pooled Investment Trust for Employee Benefit Plans II - Cash Investment Fund ("Chase Cash Investment Fund") are stated at cost, which approximates fair value. The Chase 4 9 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Manhattan Bank, N.A. S&P 500 Index Fund ("Chase S&P 500 Index Fund") is stated at fair market value as determined by the trustee based upon the quoted market values of the underlying assets. Investment contracts within the Fixed Income Fund, with varying contract rates and maturity dates, are stated at contract value. Contract value represents cost plus accrued income reduced for any reductions in the estimated value of the investment contract. Although it is management's intention to hold the investment contracts in the Fixed Income Fund until maturity, certain investment contracts provide for adjustments to contract value for withdrawals made prior to maturity. The Plan's beneficial interest in the Loan Fund consists primarily of monies borrowed by participants from their account balances in the Funds. Repayments of principal and interest are allocated to the participants' account balances in the Funds based on the participants' current investment elections. At December 30, 1997 and 1996, the Plan's beneficial interest in the Loan Fund reflects the current principal outstanding on these participant loans, which approximates fair value. 2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST The purpose of the Funds is the collective investment of the assets of participating employee benefit plans of the Company. The Funds' assets are allocated among participating plans by assigning to each plan those transactions (primarily contributions 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 of the Funds. Certain Funds include assets of other employee benefit plans in addition to this Plan. 5 10 Cooper Cameron Corporation Retirement Savings Plan 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:
FIDELITY COMPANY GROWTH FIXED STOCK COMPANY INCOME DECEMBER 30, 1997 FUND FUND FUND ---------------------------------------------- Assets: Accrued investment income $ 9,336 $ -- $ 47,042 Investments at fair value as determined by quoted market prices: Chase Cash Investment Fund 1,786,660 -- 12,699,017 Chase S&P 500 Index Fund -- -- -- Cooper Cameron Corporation common stock 107,599,486 -- -- Fidelity Growth Company Fund -- 16,795,005 -- Vanguard Balanced Index Fund -- -- -- Investments at estimated fair value or contract value: Investment contracts -- -- 63,089,937 Loans to participants -- -- -- ---------------------------------------------- Total investments 109,386,146 16,795,005 75,788,954 ---------------------------------------------- Net assets available to participating plans $109,395,482 $ 16,795,005 $ 75,835,996 ============================================== VANGUARD MONEY STOCK BALANCED LOAN MARKET MARKET INDEX FUND FUND FUND FUND --------------------------------------------------------------- Assets: Accrued investment income $ -- $ 71,465 $ 90,190 $ -- Investments at fair value as determined by quoted market prices: Chase Cash Investment Fund -- 14,766,289 1,057,597 -- Chase S&P 500 Index Fund -- -- 59,303,072 -- Cooper Cameron Corporation common stock -- -- -- -- Fidelity Growth Company Fund -- -- -- -- Vanguard Balanced Index Fund -- -- -- 18,723,573 Investments at estimated fair value or contract value: Investment contracts -- -- -- -- Loans to participants 6,649,472 -- -- -- --------------------------------------------------------------- Total investments 6,649,472 14,766,289 60,360,669 18,723,573 --------------------------------------------------------------- Net assets available to participating plans $ 6,649,472 $ 14,837,754 $ 60,450,859 $ 18,723,573 ===============================================================
6 11 Cooper Cameron Corporation Retirement Savings Plan 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:
FIDELITY COMPANY GROWTH FIXED STOCK COMPANY INCOME DECEMBER 30, 1997 FUND FUND FUND ---------------------------------------------- Assets: Cash awaiting investment $ 778,426 $ -- $ -- Accrued investment income 3,134 -- 61,903 Unsettled sales of investments -- -- -- Investments at fair value as determined by quoted market prices: Chase Cash Investment Fund -- -- 14,139,245 Chase S&P 500 Index Fund -- -- -- Cooper Cameron Corporation common stock 45,918,054 -- -- Fidelity Growth Company Fund -- 13,135,251 -- Vanguard Balanced Index Fund -- -- -- Investments at estimated fair value or contract value: Investment contracts -- -- 80,410,842 Loans to participants -- -- -- ---------------------------------------------- Total investments 45,918,054 13,135,251 94,550,087 ---------------------------------------------- Total assets 46,699,614 13,135,251 94,611,990 Liability: Unsettled purchases of investments -- -- -- ---------------------------------------------- Total liability -- -- -- ---------------------------------------------- Net assets available to participating plans $ 46,699,614 $ 13,135,251 $ 94,611,990 ============================================== VANGUARD MONEY STOCK BALANCED LOAN MARKET MARKET INDEX FUND FUND FUND FUND --------------------------------------------------------------- Assets: Cash awaiting investment $ -- $ -- $ -- $ -- Accrued investment income 287 68,780 95,050 161,370 Unsettled sales of investments -- -- 25,946 -- Investments at fair value as determined by quoted market prices: Chase Cash Investment Fund 113,975 14,584,754 2,268,804 -- Chase S&P 500 Index Fund -- -- 47,573,663 -- Cooper Cameron Corporation common stock -- -- -- -- Fidelity Growth Company Fund -- -- -- -- Vanguard Balanced Index Fund -- -- -- 9,351,978 Investments at estimated fair value or contract value: Investment contracts -- -- -- -- Loans to participants 6,362,918 -- -- -- --------------------------------------------------------------- Total investments 6,476,893 14,584,754 49,842,467 9,351,978 --------------------------------------------------------------- Total assets 6,477,180 14,653,534 49,963,463 9,513,348 Liability: Unsettled purchases of investments -- -- -- 226,134 --------------------------------------------------------------- Total liability -- -- -- 226,134 --------------------------------------------------------------- Net assets available to participating plans $ 6,477,180 $ 14,653,534 $ 49,963,463 $ 9,287,214 ===============================================================
7 12 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST (CONTINUED) Investment income and net appreciation in fair value of investments for the separate investment accounts of the Master Trust are as follows:
FIDELITY COMPANY GROWTH FIXED STOCK COMPANY INCOME YEAR ENDED DECEMBER 30, 1997 FUND FUND FUND ---------------------------------------------- Net appreciation in fair value of investments as determined by quoted market prices: Chase S&P 500 Index Fund $ -- $ -- $ -- Cooper Cameron Corporation common stock 31,529,639 -- -- Fidelity Growth Company Fund -- 937,023 -- Vanguard Balanced Index Fund -- -- -- ------------------------------------------------- 31,529,639 937,023 -- Interest and dividends 57,675 1,606,702 5,703,343 ------------------------------------------------- $ 31,587,314 $ 2,543,725 $ 5,703,343 ================================================= VANGUARD MONEY STOCK BALANCED LOAN MARKET MARKET INDEX YEAR ENDED DECEMBER 30, 1997 FUND FUND FUND FUND --------------------------------------------------------------- Net appreciation in fair value of investments $ -- $ -- $ 14,819,576 $ -- as determined by quoted market prices: -- -- -- -- Chase S&P 500 Index Fund -- -- -- -- Cooper Cameron Corporation common stock -- -- -- 2,243,989 Fidelity Growth Company Fund ---------------------------------------------------------------- Vanguard Balanced Index Fund -- -- 14,819,576 2,243,989 Interest and dividends 489,368 776,912 1,116,508 688,408 ---------------------------------------------------------------- $ 489,368 $ 776,912 $ 15,936,084 $ 2,932,397 ================================================================
8 13 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST (CONTINUED) FIXED INCOME FUND The Fixed Income Fund invests in actively managed structured bank and insurance company investment contracts ("SIC contracts") and in guaranteed investment contracts ("GIC contracts"). The GIC contracts are promises by an insurance company or a bank to repay the principal plus accrued income at contract maturity. SIC contracts differ from GIC contracts, in that the assets supporting the SIC contract 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 SIC contracts owned by the Master Trust are composed of corporate bonds and common trust funds with a fair value of $27,501,143 and $24,064,407 at December 30, 1997 and 1996, respectively. The value of the wrapper contract at December 30, 1997 and 1996 is $(432,081) and $(118,463), respectively. Interest crediting rates on the contracts in the Fixed Income Fund are generally determined at the time of purchase. At December 30, 1997, the interest crediting rates for all contracts ranged from 5.5% to 9.5%. At December 30, 1996, the interest crediting rates for all contracts ranged from 4.5% to 9.5%. The following table summarizes investment contracts held by the Fixed Income Fund that exceed 5% of net assets of the fund at December 30.
1997 1996 ----------- ----------- Commonwealth Life $ 3,660,136 $ 4,397,055 Hartford Life $ 5,989,059 $ 6,381,733 New York Life $ 9,731,106 $ 9,680,080 National Westminister $16,129,705 $16,115,169 Peoples Security $10,939,359 $ 7,830,775 Protective Life $ 5,137,497 $ 6,688,754 Transamerica Occidental $ 4,256,439 $ 5,157,193 Canada Life $ 4,729,254 Confederation Life $ 5,309,335 Life of Georgia $ 4,563,184
9 14 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST (CONTINUED) For 1997 and 1996, the average annual yield for the investment contracts in the Fixed Income Fund was 6.6% and 6.1%, respectively. At December 30, 1997 and 1996, fair value of the investment contracts in the Fixed Income Fund was estimated to be approximately 101% of contract value. Fair value was estimated by discounting the weighted average of the Fixed Income Fund's cash flows at the then-current interest crediting rate for a comparable maturity investment contract. 3. DESCRIPTION OF THE PLAN The Plan is a contributory, defined contribution plan sponsored by the Company, with cash or deferred provisions described in Section 401(k) of the Internal Revenue Code. The Plan has been extended to the employees of certain employment units and/or locations ("participating units") identified in the Plan document. Participants of the Plan, excluding those of the participating units, may elect to make pre-tax contributions from 1% to 16% of compensation. The Company matches 100% of the employee contributions up to a maximum of 3% and 50% of additional employee contributions, up to 6%. Company-matching contributions, excluding contributions made on behalf of participating units, consist of shares of Company stock which are invested in the Company Stock Fund. Participants are 100% vested in these matching contributions. Participants who have attained the age of 55 may elect to make irrevocable transfers of their interest ("employer contributions") in the Company Stock Fund in 1% increments to one or more of the allocable funds as defined below. 10 15 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 3. DESCRIPTION OF THE PLAN (CONTINUED) Employee contributions for participating units are based on hours actively worked and elected contribution rates. Electing to contribute is completely voluntary and these contributions are immediately 100% vested. The Company contributes an amount to the account of all members of certain participating units. The Company contributions are allocated among the fund options based upon employee elections. These contributions are based on hours worked during the month, including overtime, holiday, and vacation hours, but excluding any other paid hours for any other absences during which no duties are performed. Vesting in participating unit contributions is on a graduated scale, with 100% at five years. Amounts which are forfeited due to termination of employment reduce the future participating unit contributions of the Company. Participants may elect to have their contributions allocated in 1% increments to one or more of the following funds within the Master Trust: Stock Market Fund, Money Market Fund, Fixed Income Fund, Fidelity Growth Company Fund, Vanguard Balanced Index Fund, or the Company Stock Fund ("allocable funds"). Allocations among the funds may be changed at the participant's discretion on a daily basis. The Plan provides benefits for eligible participants upon retirement, death, termination, or permanent disability, according to the form of payment elected by the participant within the limitations defined in the Plan. Any distributions from the Plan, other than distributions from the Company Stock Fund, shall be made in cash or an annuity. Any distributions from the Company Stock Fund shall be made in the form of either cash or Company stock with respect to whole shares and cash with respect to partial shares or interests not invested in Company stock. Any participant, who is receiving compensation other than severance pay from the Company and has not had an outstanding loan from the Plan for at least one month, may apply for a loan. Any loan granted to such a participant shall be deemed an investment made for such participant's benefit and shall be held and reflected in the separate accounts of such a participant as a charge for the principal amount of the loan. The interest rate charged on the loan is a fixed rate for the term of the loan (maximum of five years) as determined by the Company in the year of issuance. The interest rates for loans in 1997 and 1996 were determined on a monthly basis and ranged between 9.25% and 11 16 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 3. DESCRIPTION OF THE PLAN (CONTINUED) 9.5%, and 9% and 9.5%, respectively. Loan repayments of principal and interest are allocated back to the separate accounts based on the participant's current investment election. Effective April 1, 1996, the Plan was amended to change the Plan year-end from December 31 to December 30. Should the Plan terminate, the assets will be distributed according to the total amount in each participant's account, including earnings thereon and less related benefits and expenses. Distributions shall be made as soon as practicable to members or their beneficiaries by payment in a lump sum. Information about the Plan, the funding, vesting, and benefit provisions is contained in the Summary Plan Description. A copy of this pamphlet is available at the Company's Corporate Office. 4. INCOME TAX STATUS The Plan has been designed to meet the requirements of the Internal Revenue Code ("IRC") under Section 401(a) and, therefore, is not subject to tax under present income tax laws. A favorable determination letter was received from the Internal Revenue Service on September 30, 1997. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Company believes that the Plan is 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 30, 1997, net asset admissions (withdrawals) represent the following: Net transfers from other qualified plans $ 1,524,295 Net transfers to the Cooper Cameron Corporation Retirement Plan (152,974) Other, net 65,985 ----------- $ 1,437,306 ===========
12 17 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 5. OTHER CHANGES IN NET ASSETS (CONTINUED) Transfers to the Cooper Cameron Corporation Retirement Plan represent account balances of participants who have elected to receive distributions in the form of an annuity. 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 30 1997 1996 ------------- ------------- Net assets available for benefits per the financial statements $ 254,374,073 $ 192,995,049 Amounts allocated to withdrawing participants (469,542) (869,192) ------------- ------------- Net assets available for benefits per the Form 5500 $ 253,904,531 $ 192,125,857 ============= =============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
YEAR ENDED December 30 1997 ------------ Benefits paid to participants per the financial statements $ 16,117,082 Less amounts allocated to withdrawing participants at December 30, 1996 (869,192) Plus amounts allocated to withdrawing participants at December 30, 1997 469,542 ------------ Benefits paid to participants per the Form 5500 $ 15,717,432 ============
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 30 but not yet paid as of that date. 13 18 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 7. YEAR 2000 ISSUE (UNAUDITED) The Company has developed a plan to modify its internal information technology to be ready for the year 2000 and has begun converting critical data processing systems. The project also includes determining whether third-party service providers have reasonable plans in place to become year 2000-compliant. The Company currently expects the project to be substantially complete by early 1999. The Company does not expect this project to have a significant effect on Plan operations. 14 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. COOPER CAMERON CORPORATION RETIREMENT SAVINGS PLAN /s/ Thomas R. Hix - ----------------------------------------- By: Thomas R. Hix Member of the Plan Administration Committee Date: June 29, 1998 15 20 INDEX TO EXHIBITS EXHIBIT NUMBER ------ 23 Consent of Ernst & Young LLP EX-23 2 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-95002) pertaining to the Cooper Cameron Corporation Retirement Savings Plan of our report dated June 29, 1998 with respect to the financial statements of the Cooper Cameron Corporation Retirement Savings Plan included in this Annual Report (Form 11-K) for the year ended December 30, 1997. Ernst & Young LLP June 29, 1997 Houston, Texas 16 -----END PRIVACY-ENHANCED MESSAGE-----