-----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, SyAidAJsAOcn8DDnem2hYfcJVzyjwYBT4r+xA1A81wVzHT6dtUq3N4GJPgMeL4T7 7IpwghfC+muBO7lzDoLqdg== 0000950129-99-002860.txt : 19990629 0000950129-99-002860.hdr.sgml : 19990629 ACCESSION NUMBER: 0000950129-99-002860 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990628 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: 99653719 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 12/31/1998 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 31, 1998 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, 1998 AND 1997 AND FOR THE YEAR ENDED DECEMBER 30, 1998 4 Cooper Cameron Corporation Retirement Savings Plan Financial Statements At December 30, 1998 and 1997 and for the year ended December 30, 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 With Fund Information...............3 Notes to Financial Statements.................................................................4
5 Report of Independent Auditors The Participants and Administrator 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, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 30, 1998. 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, 1998 and 1997, and the changes in its net assets available for benefits for the year ended December 30, 1998, 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 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 the 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 11, 1999 /s/ ERNST & YOUNG LLP 1 6 Cooper Cameron Corporation Retirement Savings Plan Statements of Net Assets Available for Benefits
DECEMBER 30 1998 1997 ------------ ------------ ASSETS Contributions receivable: Employer $ 847,009 $ 790,622 Employee 1,163,262 1,078,551 ------------ ------------ Total contributions receivable 2,010,271 1,869,173 Plan interest in Cooper Cameron Corporation Master Trust for Defined Contribution Plans (Notes 1 and 2): Company Stock Fund 49,238,246 103,091,984 Fidelity Growth Company Fund 20,522,813 13,739,868 Fixed Income Fund 58,720,284 48,712,024 Money Market Fund 16,003,810 12,734,925 Real Estate Fund 805,948 -- Stock Market Fund 80,051,330 55,362,932 Vanguard Balanced Index Fund 31,344,969 12,226,095 Loan Fund 7,133,385 6,637,072 ------------ ------------ Total Plan interest in Master Trust 263,820,785 252,504,900 ------------ ------------ Net assets available for benefits $265,831,056 $254,374,073 ============ ============
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, 1998
PARTICIPANT-DIRECTED ---------------------------------------------------------------- FIDELITY GROWTH FIXED MONEY COMPANY INCOME MARKET REAL ESTATE FUND FUND FUND FUND ------------- ------------- ------------- ------------- Additions: Contributions: Employer $ 109,656 $ 239,140 $ 308,728 $ -- Employee 1,968,373 3,390,715 650,937 -- ------------- ------------- ------------- ------------- Total contributions 2,078,029 3,629,855 959,665 -- Net investment gain (loss) from Cooper Cameron Corporation Master Trust for Defined Contribution Plans, net of expenses (Note 2) 4,086,023 3,194,409 693,213 937 ------------- ------------- ------------- ------------- Total additions 6,164,052 6,824,264 1,652,878 937 Deduction: Benefits paid to participants 1,273,163 6,689,901 1,218,646 34,309 Other changes in net assets: Interfund transfers 613,532 5,621,818 710,171 383,435 Net asset admissions (Note 5) 1,313,832 4,254,271 2,128,607 455,885 ------------- ------------- ------------- ------------- Total other changes 1,927,364 9,876,089 2,838,778 839,320 ------------- ------------- ------------- ------------- Net increase (decrease) 6,818,253 10,010,452 3,273,010 805,948 Net assets available for benefits at beginning of year 13,869,236 48,990,217 12,817,880 -- ------------- ------------- ------------- ------------- Net assets available for benefits at end of year* $ 20,687,489 $ 59,000,669 $ 16,090,890 $ 805,948 ============= ============= ============= ============= NON- PARTICIPANT- PARTICIPANT-DIRECTED DIRECTED --------------------------------------------- ------------ VANGUARD BALANCED COMPANY INDEX STOCK LOAN COMPANY STOCK TOTAL FUND FUND FUND FUND PLAN ------------- ------------- ------------- ------------- ------------- Additions: Contributions: Employer $ 104,641 $ 450,674 $ -- $ 8,728,757 $ 10,129,695 Employee 1,333,451 3,264,160 -- -- 15,054,941 ------------- ------------- ------------ ------------- ------------- Total contributions 1,438,092 3,714,834 -- 8,728,757 25,184,636 Net investment gain (loss) from Cooper Cameron Corporation Master Trust for Defined Contribution Plans, net of expenses (Note 2) 4,390,652 (33,389,831) 569,680 (25,548,962) (28,885,243) ------------- ------------- ------------ ------------- ------------- Total additions 5,828,744 (29,674,997) 569,680 (16,820,205) (3,700,607) Deduction: Benefits paid to participants 1,547,101 89,512 472,014 3,083,409 17,718,386 Other changes in net assets: Interfund transfers (1,570,119) (4,430,823) 398,647 -- -- Net asset admissions (Note 5) 16,469,509 243,967 -- -- 32,875,976 ------------- ------------- ------------ ------------- ------------- Total other changes 14,899,390 (4,186,856) 398,647 -- 32,875,976 ------------- ------------- ------------ ------------- ------------- Net increase (decrease) 19,181,033 (33,951,365) 496,313 (19,903,614) 11,456,983 Net assets available for benefits at beginning of year 12,312,040 60,676,561 6,637,072 43,390,495 254,374,073 ------------- ------------- ------------ ------------- ------------- Net assets available for benefits at end of year* $ 31,493,073 $ 26,725,196 $ 7,133,385 $ 23,486,881 $ 265,831,056 ============= ============= ============= ============= =============
*Ending fund balances include allocated contributions receivable See accompanying notes. 3 8 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements December 30, 1998 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, 1998 and 1997, 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 (92.107% and 94.238%); Fidelity Growth Company Fund (82.163% and 81.810%); Fixed Income Fund (70.826% and 64.234%); Loan Fund (99.848% and 99.814%); Money Market Fund (79.240% and 85.828%); Real Estate Fund (100% - New in 1998); Stock Market Fund (91.684% and 91.583%); and Vanguard Balanced Index Fund (79.648% and 65.297%) (collectively, the "Funds"), as described in Note 2. The Plan's beneficial interest percentage in each investment account at December 30, 1998 and 1997, 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 4 9 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Cash Investment Fund") 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 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, 1998 and 1997, 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 MONEY STOCK COMPANY INCOME LOAN MARKET DECEMBER 30, 1998 FUND 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 -- -- -- 7,144,213 -- Plan loans -- -- 1,271,364 -- -- Real estate -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- Total investments 53,697,294 24,978,405 82,878,487 7,144,213 20,110,412 ----------- ----------- ----------- ----------- ----------- Total assets 53,705,657 24,978,405 82,907,943 7,144,213 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 $ 7,144,213 $20,196,952 =========== =========== =========== =========== =========== VANGUARD STOCK BALANCED REAL ESTATE MARKET INDEX DECEMBER 30, 1998 FUND FUND FUND ----------- ----------- ----------- Assets: Accrued investment income $ 937 $ 3,698 $ -- Net unsettled sales of investments -- 161,000 -- Investments at fair value as determined by quoted market prices: Chase Cash Investment Fund 349,126 839,027 -- 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 -- -- -- Real estate 455,885 -- -- ----------- ----------- ----------- Total investments 805,011 87,147,355 39,354,834 ----------- ----------- ----------- Total assets 805,948 87,312,053 39,354,834 ----------- ----------- ----------- Liabilities: Net unsettled purchases of investments -- -- -- ----------- ----------- ----------- Net assets available to participating plans $ 805,948 $87,312,053 $39,354,834 =========== =========== ===========
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 MONEY STOCK COMPANY INCOME LOAN MARKET DECEMBER 30, 1997 FUND FUND FUND FUND FUND ------------ ------------ ------------ ------------ ------------ Assets: Accrued investment income $ 9,336 $ -- $ 47,042 $ -- $ 71,465 Investments at fair value as determined by quoted market prices: Chase Cash Investment Fund 1,786,660 -- 12,699,017 -- 14,766,289 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 -- -- -- 6,649,472 -- ------------ ------------ ------------ ------------ ------------ Total investments 109,386,146 16,795,005 75,788,954 6,649,472 14,766,289 ------------ ------------ ------------ ------------ ------------ Net assets available to participating plans $109,395,482 $ 16,795,005 $ 75,835,996 $ 6,649,472 $ 14,837,754 ============ ============ ============ ============ ============ VANGUARD STOCK BALANCED MARKET INDEX DECEMBER 30, 1997 FUND FUND ------------ ------------ Assets: Accrued investment income $ 90,190 $ -- Investments at fair value as determined by quoted market prices: Chase Cash Investment Fund 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 -- -- ------------ ------------ Total investments 60,360,669 18,723,573 ------------ ------------ Net assets available to participating plans $ 60,450,859 $ 18,723,573 ============ ============
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 (depreciation) in fair value of investments for the separate investment accounts of the Master Trust are as follows:
FIDELITY COMPANY GROWTH FIXED MONEY STOCK COMPANY INCOME LOAN MARKET YEAR ENDED DECEMBER 30, 1998 FUND FUND FUND FUND FUND ------------ ------------ ------------ ------------ ------------ Net appreciation (depreciation) in fair value of investments as determined by quoted market prices: Chase S&P 500 Index Fund $ -- $ -- $ -- $ -- $ -- Cooper Cameron Corporation Common Stock (63,125,161) -- -- -- -- Fidelity Growth Company Fund -- 3,282,821 -- -- -- U.S. Stock Index Fund -- -- -- -- -- Vanguard Balanced Index Fund -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ (63,125,161) 3,282,821 -- -- -- Interest and dividends 344,981 1,715,458 5,022,488 570,555 914,303 ------------ ------------ ------------ ------------ ------------ $(62,780,180) $ 4,998,279 $ 5,022,488 $ 570,555 $ 914,303 ============ ============ ============ ============ ============ VANGUARD STOCK BALANCED REAL ESTATE MARKET INDEX YEAR ENDED DECEMBER 30, 1998 FUND FUND FUND ------------ ------------ ------------ Net appreciation (depreciation) in fair value of investments as determined by quoted market prices: Chase S&P 500 Index Fund $ -- $ 14,105,672 $ -- Cooper Cameron Corporation Common Stock -- -- -- Fidelity Growth Company Fund -- -- -- U.S. Stock Index Fund -- 3,653,901 -- Vanguard Balanced Index Fund -- -- 4,572,042 ------------ ------------ ------------ -- 17,759,573 4,572,042 Interest and dividends 937 1,053,346 1,039,822 ------------ ------------ ------------ $ 937 $ 18,812,919 $ 5,611,864 ============ ============ ============
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 synthetic bank and insurance company investment contracts ("SICs") and in guaranteed investment contracts ("GICs"). The GICs are promises by an insurance company 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 composed of corporate bonds, asset-backed bonds, mutual funds, and common trust funds with a fair value of $55,573,148 and $27,501,143 at December 30, 1998 and 1997, respectively. The contract values of the SICs at December 30, 1998 and 1997 were $54,603,992 and $27,069,062, respectively. Interest crediting rates on the contracts in the Fixed Income Fund are generally determined at the time of purchase. At December 30, 1998, the interest crediting rates for all contracts ranged from 5.7% to 9.5%. At December 30, 1997, the interest crediting rates for all contracts ranged from 5.5% to 9.5%. For 1998 and 1997, the average annual yield for the investment contracts in the Fixed Income Fund was 6.4% and 6.6%, respectively. At December 30, 1998 and 1997, fair value of the investment contracts in the Fixed Income Fund was estimated to be approximately 102% and 101% of contract value, respectively. 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. 9 14 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 3. DESCRIPTION OF THE PLAN (CONTINUED) Effective September 30, 1998, the Orbit Valve Company Employee Savings Plan and the Orbit Valve Company Profit Sharing Plan were merged into the Plan as a result of the Company's acquisition of Orbit Valve Company in April 1998. Orbit Valve Company adopted the Plan effective September 30, 1998. 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. 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"). Participants can not direct contributions in or transfers from the Real Estate Fund. Allocations among the funds (excluding the Real Estate Fund) may be changed at the participant's discretion on a daily basis. 10 15 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 3. DESCRIPTION OF THE PLAN (CONTINUED) 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 1998 and 1997 were determined on a monthly basis and ranged between 9% and 9.5%, and 9.25% 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. 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. The Plan has been amended since receiving the determination letter. However, the Company believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. 11 16 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 5. OTHER CHANGES IN NET ASSETS For the year ended December 30, 1998, net asset admissions (withdrawals) represent the following: Merger of participants' account balances from the Orbit Valve Company Profit Sharing Plan and the Orbit Valve Company Employee Savings Plan $ 31,942,639 Net transfers from other qualified plans 946,935 Net transfers to the Cooper Cameron Corporation Retirement Plan (370,075) Other, net 356,477 ------------ $ 32,875,976 ============
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 1998 1997 ------------- ------------- Net assets available for benefits per the financial statements $ 265,831,056 $ 254,374,073 Amounts allocated to withdrawing participants (1,863,985) (469,542) ------------- ------------- Net assets available for benefits per the Form 5500 $ 263,967,071 $ 253,904,531 ============= =============
12 17 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED) The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
YEAR ENDED DECEMBER 30 1998 ---------------- Benefits paid to participants per the financial statements $ 17,718,387 Less amounts allocated to withdrawing participants at December 30, 1997 (469,542) Plus amounts allocated to withdrawing participants at December 30, 1998 1,863,985 ------------ Benefits paid to participants per the Form 5500 $ 19,112,830 ============
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. 7. YEAR 2000 ISSUE (UNAUDITED) The Company has determined that it will be necessary to take certain steps in order to ensure that the Plan's information systems are prepared to handle year 2000 dates. The Company is taking a two-phase approach. The first phase addresses internal systems that must be modified or replaced to function properly. Both internal and external resources are being utilized to replace or modify existing software applications, and test the software and equipment for the year 2000 modifications. The Company anticipates substantially completing this phase of the project by June 1999. Costs associated with modifying software and equipment are not estimated to be significant and will be paid by the Company. 13 18 Cooper Cameron Corporation Retirement Savings Plan Notes to Financial Statements (continued) 7. YEAR 2000 ISSUE (UNAUDITED) (CONTINUED) For the second phase of the project, Plan management established formal communications with its third-party service providers to determine that they have developed plans to address their own year 2000 problems as they relate to the Plan's operations. All third-party service providers have indicated that they will be year 2000 compliant by mid-1999. If modifications of data processing systems of either the Plan, the Company, or its service providers are not completed timely, the year 2000 problem could have a material impact on the operations of the Plan. Plan management has developed a contingency plan in the event that all systems are not year 2000 ready. 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/ Jane L. Crowder - ---------------------------------------- By: Jane L. Crowder Member of the Plan Administration Committee Date: June 29, 1999 15 20 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23 Consent of Independent Auditors
EX-23.1 2 CONSENT OF ERNST & YOUNG LLP 1 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 11, 1999 with respect to the financial statements of the Cooper Cameron Retirement Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1998. ERNST & YOUNG LLP June 24, 1999 Houston, Texas -----END PRIVACY-ENHANCED MESSAGE-----