8-K

UNITED STATES
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) September 24, 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

TABLE OF CONTENTS

Press Release dated September 24, 2004

Item 1.01 Entry into a Material Definitive Agreement.

     On September 24, 2004, Cooper Cameron Corporation (the “Buyer”) entered into a definitive agreement (the “Purchase and Sale Agreement”) to acquire certain businesses of the PCC Flow Technologies segment of Precision Castparts Corp. in an all cash transaction. The Purchase and Sale Agreement was executed by Precision Castparts Corp., PCC European Holdings SARL, PCC Flow Technologies LP (collectively the “Sellers”) and the Buyer. The Sellers have no material relationships with the Buyer or affiliates of the Buyer.

     The Purchase and Sale Agreement has received necessary approvals from the Buyer and the Seller, but the closing of the transaction remains subject to final adjustments and to regulatory clearance and other matters. The parties anticipate completing the transaction during the fourth quarter of 2004.

     The press release announcing the signing of the Purchase and Sale Agreement is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference..

Item 9.01. Financial Statements and Exhibits

     The following are being furnished as exhibits to this report:

Exhibit
Number	Exhibit Title or Description
Exhibit 99.1	Press Release of Cooper Cameron Corporation, dated September 24, 2004 — Cooper Cameron to Acquire Valve Manufacturing Businesses.

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
	Vice President, General Counsel and Secretary

Date: September 27, 2004

Cooper Cameron Corporation
Current Report on Form 8-K
Dated September 27, 2004

EXHIBIT INDEX

Exhibit
Number	Exhibit Title or Description
Exhibit 99.1	Press Release of Cooper Cameron Corporation, dated September 24, 2004 — Cooper Cameron to Acquire Valve Manufacturing Businesses.

EX-99.1

EXHIBIT 99.1

2004-15

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

COOPER CAMERON TO ACQUIRE VALVE MANUFACTURING BUSINESSES

HOUSTON (September 24, 2004) — Cooper Cameron Corporation has agreed to purchase certain businesses of the PCC Flow Technologies segment of Precision Castparts Corp. (NYSE: PCP) for approximately $80 million in cash, subject to final adjustments and to regulatory clearance and other matters. The transaction is expected to close during the fourth quarter of 2004.

     The operations being acquired serve customers in the surface oil and gas production, pipeline and process markets, and include the General Valve business, located in Brookshire, Texas; the PCC Ball Valves business, located in Milan, Italy; the TBV specialty valve business, located in Millbury, Massachusetts; AOP Industries, located in Moore, Oklahoma; and Sterom manufacturing in Romania. The businesses being acquired reported revenues of approximately $122 million for the fiscal year ended March 2004.

     Cooper Cameron Chairman, President and Chief Executive Officer Sheldon R. Erikson said, “The majority of the operations being acquired will be combined with our Cooper Cameron Valves and Cameron businesses, adding critical mass to the CCV division and expanding its product offerings and services. The acquisition is expected to be modestly additive to our earnings during 2005, and we expect further improvement in 2006 as we take full advantage of certain cost synergies.”

     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

In addition to the historical data contained herein, this document includes forward-looking statements regarding the impact of an acquisition on the future profitability of the Company, made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ materially from those described in forward-looking statements. Such statements are based on current expectations of the Company’s performance and are subject to a variety of factors, not under the control of the Company, which can affect the Company’s results of operations, liquidity or financial condition. Such factors may include overall demand for the Company’s products; changes in the price of (and demand for) oil and gas in both domestic and international markets; political and social issues affecting the countries in which the Company does business; fluctuations in currency markets worldwide; variations in global economic activity; and changes in the financial markets. In particular, current and projected oil and gas prices directly affect customers’ spending levels and their related purchases of the Company’s products and services. Changes in oil and gas price expectations may also lead to changes in the Company’s cost structure, staffing or spending levels.

     Because the information herein is based solely on data currently available, it is subject to change as a result of changes in conditions over which the Company has no control or influence, and should not therefore be viewed as assurance regarding the Company’s future performance. Additionally, the Company is not obligated to make public indication of such changes unless required under applicable securities laws and regulations.