8-K

TABLE OF CONTENTS

	Item 5. Other Events and Regulation FD Disclosure
SIGNATURE
EXHIBIT INDEX
Press Release of Cooper Cameron Corporation
Press Release of Cooper Cameron Valves
Press Release of Cameron
Press Release of Cooper Compression
Press Release - Cooper Cameron to sell Conv. Sec.
Press Release - Cooper Cameron Ext. Tender Offer

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 

Date of Report (Date of earliest event reported) May 3, 2004

Cooper Cameron Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-13884	76-0451843
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1333 West Loop South, Suite 1700, Houston, Texas 77027

(Address of Principal Executive Offices) (Zip Code)
 

Registrant’s telephone number, including area code (713) 513-3300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events and Regulation FD Disclosure

The following are being furnished as exhibits to this report.

Exhibit 99.1	Press Release of Cooper Cameron Corporation, dated May 3, 2004 — Cooper Cameron Companies Introduce Three New Products at OTC
Exhibit 99.2	Press Release of Cooper Cameron Valves, dated May 3, 2004 — Cooper Cameron Valves Launches ActraCam™ Actuator
Exhibit 99.3	Press Release of Cameron, dated May 3, 2004 — Cameron Debuts World’s First DC-Powered Subsea Production System
Exhibit 99.4	Press Release of Cooper Compression, dated May 3, 2004 — Cooper Compression Introduces MSG Alpha™ — Compact, Reliable and Efficient Centrifugal Process Gas Compressor
Exhibit 99.5	Press Release of Cooper Cameron Corporation, dated May 4, 2004 — Cooper Cameron to Sell $200 Million of Convertible Securities
Exhibit 99.6	Press Release of Cooper Cameron Corporation, dated May 4, 2004 — Cooper Cameron Extends Tender Offer

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COOPER CAMERON CORPORATION
	By:	/s/ William C. Lemmer
		William C. Lemmer
Date: May 4, 2004		Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit
Number	Description
Exhibit 99.1	Press Release of Cooper Cameron Corporation, dated May 3, 2004 — Cooper Cameron Companies Introduce Three New Products at OTC
Exhibit 99.2	Press Release of Cooper Cameron Valves, dated May 3, 2004 — Cooper Cameron Valves Launches ActraCam™ Actuator
Exhibit 99.3	Press Release of Cameron, dated May 3, 2004 — Cameron Debuts World’s First DC-Powered Subsea Production System
Exhibit 99.4	Press Release of Cooper Compression, dated May 3, 2004 — Cooper Compression Introduces MSG Alpha™ — Compact, Reliable and Efficient Centrifugal Process Gas Compressor
Exhibit 99.5	Press Release of Cooper Cameron Corporation, dated May 4, 2004 — Cooper Cameron to Sell $200 Million of Convertible Securities
Exhibit 99.6	Press Release of Cooper Cameron Corporation, dated May 4, 2004 — Cooper Cameron Extends Tender Offer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

Clint Woods
713-627-2223 x 119
Mobile: 512-297-7006
cwoods@piercom.com

or

Ben Wheatley
713-627-2223 x 103
Mobile: 713-865-6845
bwheatley@piercom.com
Booth # 1641

Cooper Cameron Companies Introduce
Three New Products at OTC

Innovations Designed to Give Customers Competitive Edge

HOUSTON (May 3, 2004)—Cooper Cameron companies introduced three new products today at the Offshore Technology Conference that underscore the overall organization’s commitment to developing innovative products that give customers the competitive edge.

The new products include: CameronDC™, the world’s first DC-powered subsea production system; ActraCam™ actuator, a full line of direct-mounted, high-pressure natural gas-powered rotary actuators and controls; and MSG Alpha™, a centrifugal gas compressor that provides long-lasting, trouble-free gas compression.

“These innovations demonstrate that we want to help our customers be more competitive and successful and to go beyond the ordinary,” said Sheldon Erikson, Chairman, President and CEO of Cooper Cameron. “The technologies continue to define us as a service company that over the years has introduced many industry firsts that have now become industry standards.”

CameronDC: A long time leader in subsea innovations, Cameron has showcased CameronDC, the world’s first DC-powered subsea production system. Designed for maximum reliability, availability and maintainability, the new system also is capable of operating efficiently in deepwater and at record distances from host facilities.

The new subsea system eliminates both hydraulics and electro-hydraulics, greatly enhancing reliability and uptime availability. While some subsea production system components have been simplified, others are simply no longer needed.

CameronDC is intended to provide 99+ percent uptime availability, compared to 97-98 percent availability with typical hydraulic systems. Over the life of a typical 24-well field, the all-electric subsea system could save a company well over $100 million.

ActraCam Actuator: Cooper Cameron Valves, a leading provider of ANSI class valves and related systems, has introduced its line of ActraCam™ actuators. ActraCam is a full line of direct-mounted, high-pressure natural gas-powered rotary actuators and controls that complements the reliable, long-term operation of the Cameron ball valve.

The ActraCam actuator will make the entire selection and engineering process simpler and save customers time, effort and cost. The solution provides customers with a single source of accountability for the automated valve package. A distinct feature of the ActraCam actuator is the ability to precisely match the actuator’s torque output to valve requirements.

MSG Alpha: Cooper Compression, a leading supplier in reciprocating and centrifugal compression equipment, parts and service, has introduced the MSG Alpha—a centrifugal gas compressor designed to provide the process and gas production markets with a long-lasting and trouble-free gas compression solution.

Created exclusively with parametric solid modeling, the MSG Alpha can be applied to a variety of specific processing needs. It is the most compact Cooper Compression frame available for gas service and one that offers more range in operating performance than flooded or oil-free rotary screw compressors. Significant to this compressor is its excellent efficiency, high reliability, low maintenance cost and traditional Cooper Compression quality. Its multi-stage, integrally geared, inter-stage cooled, oil-free centrifugal design, combined with its ability to handle power up to 1250 horsepower and pressures up to 1200 psi, makes the MSG Alpha an excellent choice for process gas compression needs.

About Cooper Cameron
Cooper Cameron Corporation (NYSE: CAM) is a leading international manufacturer of oil and gas pressure control equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling, production and transmission used in onshore, offshore and subsea applications, and also provides oil and gas separation equipment. Cooper Cameron is a leading manufacturer of centrifugal air compressors, integral and separable gas compressors and turbochargers.

Certain statements in this release with regard to the performance of new products, their acceptance by customers and possible cost savings may be considered forward-looking statements, made in the reliance upon the safe harbor provisions of the private Securities Litigation Reform Act of 1995. Actual results may differ materially from those described in forward-looking statements.

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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE:

Clint Woods
713-627-2223 x 119
Mobile: 512-297-7006
cwoods@piercom.com

or

Ben Wheatley
713-627-2223 x 103
Mobile: 713-865-6845
bwheatley@piercom.com
Booth # 1641

Cooper Cameron Valves Launches ActraCam™ Actuator

Actuator and Control System for Cameron Valves Delivers Long-Term Reliability;
Pre-Certified Solution Simplifies Purchasing, Installation and Maintenance

HOUSTON (May 3, 2004)—Cooper Cameron Valves, a leading provider of ANSI class valves and related systems, introduced its line of ActraCam™ actuators today. ActraCam is a full line of high-pressure natural gas-powered rotary actuators and controls that complement the reliable, long-term operation of the Cameron ball valve.

The ActraCam actuator will make the entire selection and engineering process simpler and save customers time, effort and cost. Customers will find this solution provides a single source of accountability for the automated valve package.

A distinct feature of the ActraCam actuator is its ability to precisely match the actuator’s torque output to valve requirements. It is directly mounted on the valve, which simplifies field installation and eliminates the need for customized mounting hardware. ActraCam uses the robust travel stops of the Cameron ball valve, which alleviates the need for actuator travel stops or related field adjustments.

“Our pipeline customers have always wanted a robust, durable and reliable valve, actuator and control assembly,” said Jason Broussard, Senior Marketing Manager for Cooper Cameron Valves. “And by single-sourcing the entire assembly, we are reducing our customers’ pain during valve selection and purchasing. At the same time, we are delivering a pre-certified solution which has the potential to significantly reduce costs for pipeline operators over the lifetime of the system.”

Cooper Cameron Valves has developed an innovative, universal, easy-to-use control system. The modular manifold reduces the equipment’s footprint and provides simplified

installation and operation. The ActraCam control system virtually eliminates oil vapors entrained in the power gas prior to release by using a patented recirculating process.

Extensive testing is being performed on the ActraCam system. Any customer buying this system will have a solution certified by a leading certification and quality assurance organization. For more information about the ActraCam product line please visit www.actracam.com or visit booth 1641 at OTC conference May 3-6 at Reliant Arena.

About Cooper Cameron Valves
Cooper Cameron Valves, a division of Cooper Cameron Corporation (NYSE: CAM), is a manufacturer of a wide variety of valves, chokes, actuators, controls and related aftermarket services used in oil and gas production and pipelines and industrial process markets. Cooper Cameron is also a leading manufacturer of oil and gas pressure control equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling and production in onshore, offshore and subsea applications, centrifugal air compressors integral and separable gas compressors and turbochargers and provides oil and gas separation equipment.

Certain statements in this release with regard to the performance of new products, their acceptance by customers and possible cost savings may be considered forward-looking statements, made in the reliance upon the safe harbor provisions of the private Securities Litigation Reform Act of 1995. Actual results may differ materially from those described in forward-looking statements.

###

EX-99.3

Exhibit 99.3

FOR IMMEDIATE RELEASE:

Clint Woods
713-627-2223 x 119
Mobile: 512-297-7006
cwoods@piercom.com

or

Ben Wheatley
713-627-2223 x 103
Mobile: 713-865-6845
bwheatley@piercom.com
Booth # 1641

Cameron Debuts World’s First DC-Powered
Subsea Production System

CameronDC™ Redefines Subsea Systems—Longer Stepouts,
No Hydraulics and No Batteries

HOUSTON (May 3, 2004)—Building on its long-term leadership in subsea innovations, Cameron today launched CameronDC™, the world’s first DC-powered subsea production system. Designed for maximum reliability, availability and maintainability, the new system also is capable of operating efficiently in deepwater and at record distances from host facilities.

“Until now, subsea production has relied on hydraulics and electro-hydraulic controls to actuate valves,” said Mark Crews, Vice President of Technology for Cameron. “Hydraulics are less responsive and less efficient as production moves into deeper waters and at greater distances from the host facility.”

“Customers have wanted greater reliability in subsea production systems for some time, and our new all-electric system is the answer. A DC-powered system is the logical progression of subsea technology. It’s less risky and more cost-effective than other hydraulic and battery-operated subsea production systems,” Crews explained.

The new subsea system eliminates both hydraulics and electro-hydraulics, greatly enhancing reliability and uptime availability. While some traditional subsea production system components have been simplified, others are simply no longer needed.

“CameronDC is intended to provide 99+ percent uptime availability, compared to 97-98 percent availability with typical hydraulic systems,” Crews said. “Over the life of a

typical 24-well field, our all-electric subsea system could save a company well over $100 million.”

CameronDC features a simpler control pod with fewer components, and an improved choke response that offers greater precision, more accurate data and a faster response time.

“Because there are no hydraulics to be cleaned and maintained, it is a much simpler system. With no risk of hydraulic fluids’ being released, it’s also environmentally friendly,” Crews added.

CameronDC consists of a surface power and communications system, power/communications transportation system, subsea actuation (valves and chokes), and controls system. When compared with conventional electro-hydraulic systems, CameronDC eliminates or simplifies topside equipment, workover control equipment, umbilicals, and controls system components.

Crews added that Cameron is currently conducting wet trials on a CameronDC system with BP in the UK North Sea. For more information about the CameronDC, please visit www.camerondc.com or visit booth 1641 at the OTC conference May 3 — 6 at Reliant Arena.

About Cameron
Cameron, a division of Cooper Cameron Corporation (NYSE: CAM), is a manufacturer of oil and gas pressure control equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling and production in onshore, offshore and subsea applications. Cooper Cameron is also a leading manufacturer of other valves, centrifugal air compressors, integral and separable gas compressors and turbochargers and provides oil and gas separation equipment. CameronDC is a trademark of the Cameron Division, Cooper Cameron Corporation.

###

EX-99.4

Exhibit 99.4

FOR IMMEDIATE RELEASE:

Clint Woods
713-627-2223 x 119
Mobile: 512-297-7006
cwoods@piercom.com

or

Ben Wheatley
713-627-2223 x 103
Mobile: 713-865-6845
bwheatley@piercom.com
Booth # 1641

Cooper Compression Introduces MSG Alpha™ —
Compact, Reliable and Efficient Centrifugal Process Gas Compressor

MSG Alpha Delivers Long-Term Performance with Low Lifecycle Costs

HOUSTON (May 3, 2004)—Cooper Compression, a leading supplier of reciprocating and centrifugal compression equipment, parts and service, today unveiled the MSG Alpha™ — a centrifugal process gas-compressor designed to provide the process and gas production markets with a long-lasting and trouble-free gas compression solution.

With the MSG Alpha, Cooper Compression expands on its 45 years of proven engineered compressor design and application experience. Created exclusively with parametric solid modeling, the MSG Alpha can be applied to a variety of specific process needs.

The MSG Alpha is the most compact Cooper Compression frame available for gas service and one that offers more range in operating performance (higher flow capacity / high suction pressure capability) than flooded or oil-free rotary screw compressors. Significant to this compressor is its excellent efficiency, high reliability, low maintenance cost and traditional Cooper Compression quality.

Its multi-stage, integrally geared, inter-stage cooled, oil-free centrifugal design, combined with its ability to handle power up to 1250 horsepower and pressures up to 1200 psi, makes the MSG Alpha an excellent choice for process gas compression needs.

“The MSG Alpha continues the tradition of Cooper Compression’s proven innovations in centrifugal gas compression by offering an elegantly simple design, while optimizing performance and efficiency,” said John Bartos, Vice President of Engineering and

Product Development for Cooper Compression. “The MSG Alpha delivers long-term reliability in a compact and cost-effective package.”

Taking many design attributes from the successful TA3000 line of standard air compressors, the MSG Alpha is ideally configured for process gas service. The standardized design of the MSG Alpha means customers will benefit from higher system availability, while enjoying lower maintenance costs. In addition to the MSG Alpha’s unparalleled energy efficiency and reliability, the unit’s pre-engineered design simplifies “right sizing” to meet customer specifications without requiring extensive engineering time and expense. Innovations in the unit also extend to the controls, which offer greater operating flexibility to meet changing conditions.

MSG Alpha includes fewer moving parts than traditional compressors and provides flexibility in sealing options, which greatly enhance reliability and performance over the life of the compressor. The compressor can accept a variety of sealing systems from leakage-free dry gas seals to economical buffered labyrinth seals. Its oil-free design is environmentally friendly and prevents oil contamination of the system. Additionally, the MSG Alpha is essentially vibration-free and requires only a pad to support the static weight of the package.

The MSG Alpha will be applied in a variety of industries including fuel gas boosting, gas processing, landfill gas recovery, pipeline boosting and syn gas recycling. For more information about the MSG Alpha, please visit www.msgalpha.com or visit booth 1641 at the OTC conference May 3 — 6 at Reliant Arena.

About Cooper Compression
Cooper Compression, a division of Cooper Cameron Corporation (NYSE: CAM), created through the combination of Cooper Energy Services and Cooper Turbocompressor, provides reciprocating and centrifugal compressors, plus comprehensive aftermarket services to the gas production, gas transmission, process and industrial markets throughout the globe. Cooper Cameron is also a leading manufacturer of oil and gas pressure control equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling and production in onshore, offshore and subsea applications and provides oil and gas separation equipment.

###

EX-99.5

Exhibit 99.5

2004-8

Contact: R. Scott Amann
Vice President, Investor Relations
(713) 513-3344

COOPER CAMERON TO SELL $200 MILLION OF CONVERTIBLE SECURITIES

HOUSTON (May 4, 2004) — Cooper Cameron Corporation plans to offer $200 million of convertible debentures due 2024. The offering will be made by means of a private placement pursuant to Rule 144A under the Securities Act of 1933. The initial purchasers will have the option to purchase within 30 days from the date of issuance up to an additional $20 million principal amount of the debentures.

     The debentures will be convertible into shares of Cooper Cameron Corporation common stock under certain circumstances at a price to be determined during the marketing period. Cooper Cameron plans to use the net proceeds from this offering: i) to purchase any of our outstanding 1.75% Convertible Senior Debentures that are tendered to us in a previously announced tender offer, ii) to purchase up to $50 million of outstanding shares of our common stock concurrently with the sale of the debentures and iii) for general corporate purposes.

     This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The debentures are to be offered or sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The debentures to be offered have not been registered under the Securities Act.

     Cooper Cameron Corporation (NYSE: CAM) is a leading international manufacturer of oil and gas pressure control equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling, production and transmission used in onshore, offshore and subsea applications, and provides oil and gas separation equipment. Cooper Cameron is also a leading manufacturer of centrifugal air compressors, integral and separable gas compressors and turbochargers.

# # #

Website: www.coopercameron.com

EX-99.6

Exhibit 99.6

Cooper Cameron Extends Tender Offer

HOUSTON, May 4, 2004 — Cooper Cameron Corporation (NYSE: CAM) has extended the expiration date of its offer to purchase for cash all of its outstanding 1.75% Convertible Senior Debentures due 2021.

The tender offer, previously scheduled to expire at 9:00 a.m., New York City time, on May 5, 2004, will now expire at 3:00 p.m., New York City time, on May 5, 2004, unless further extended.

As of 3 p.m. New York City time today, $141,455,000 in principal amount of debentures have been tendered pursuant to the offer. The company’s obligation to accept the debentures for payment is subject to the terms and conditions set forth in the Offer to Purchase dated April 6, 2004 as amended and restated.

UBS Investment Bank is acting as dealer manager for the tender offer. Georgeson Shareholder Communications Inc. is acting as information agent.

Holders of the debentures with questions regarding the tender offer may contact the Liability Management Group at UBS Investment Bank, (203) 719-4210 (collect) or (888) 722-9555 ext. 4210 (toll-free). Requests for copies of the offer to purchase and the related transmittal documents should be directed to Georgeson Shareholder Communications Inc., (212) 440-9800 (call collect) or (800) 387-8819 (toll-free).

This announcement does not constitute an offer to purchase, a solicitation of an offer to purchase or a solicitation of an offer to sell securities with respect to any debentures. The tender offer is being made solely on the terms and conditions set forth in the Offer to Purchase dated April 6, 2004, as amended and restated and the accompanying transmittal documents. For additional information regarding the tender offer, reference should be made to the Offer to Purchase and the related transmittal documents.