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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
COMMISSION FILE NUMBER 1-10718
---------------
CAMCO THRIFT PLAN
(FULL TITLE OF THE PLAN)
---------------
CAMCO INTERNATIONAL INC.
(NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN)
7030 ARDMORE STREET
HOUSTON, TEXAS 77054
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICE)
(713) 747-4000
(TELEPHONE NUMBER, INCLUDING AREA CODE)
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<PAGE> 2
CAMCO THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------
FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report...................................... 2
Statement of Net Assets Available for Benefits,
December 31, 1996 and 1995............................... 3
Statement of Changes in Net Assets Available for Benefits with
Fund Information, Year Ended December 31, 1996........... 4
Notes to Financial Statements..................................... 5
--------------------
SUPPLEMENTAL SCHEDULES
Schedule of Assets Held for Investment Purposes,
December 31, 1996........................................ 9
Schedule of Reportable Transactions,
Year Ended December 31, 1996............................. 10
</TABLE>
All other schedules are omitted because they are not applicable, not
required or the information is included in the Notes to Financial
Statements.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
CAMCO THRIFT PLAN
BY J. CHRISTOPHER HOLLAND
---------------------------------
J. Christopher Holland
Secretary, Retirement Plan Committee
Date: June 23, 1997
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Retirement Plan Committee of the
Camco Thrift Plan:
We have audited the accompanying statements of net assets available for
benefits of the Camco Thrift Plan as of December 31, 1996 and 1995, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 1996. 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 Camco
Thrift Plan as of December 31, 1996 and 1995, and the changes in its net assets
available for benefits for the year ended December 31, 1996, in conformity with
generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. 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 changes in net
assets available for plan benefits of each fund. The supplemental schedules and
Fund Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ LARKIN, ERVIN & SHIRLEY, L.L.P.
Houston, Texas
June 3, 1997
2
<PAGE> 4
CAMCO THRIFT PLAN
Statements of Net Assets Available for Benefits
December 31
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Assets
Investments:
At fair value-
Registered investment company shares:
IDS International Fund $ 2,085,968 $ 1,172,297
IDS New Dimensions Fund 18,517,030 12,358,059
IDS Stock Fund 8,112,805 6,027,542
IDS Mutual Fund 7,884,154 6,901,271
IDS Federal Income Fund 19,726,864 21,777,722
Camco Stock Fund 979,661 0
Participant notes receivable 6,473,155 6,360,498
----------- -----------
63,779,637 54,597,389
At contract value-
American Express Trust Income Fund II 26,542,619 27,030,596
----------- -----------
Total investments 90,322,256 81,627,985
Other assets 0 0
----------- -----------
Total assets 90,322,256 81,627,985
Liabilities
Total liabilities 0 0
----------- -----------
Net assets available for benefits $90,322,256 $81,627,985
=========== ===========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
3
<PAGE> 5
CAMCO THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits
with Fund Information
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
IDS IDS New IDS IDS
Camco Stock International Dimensions Stock Mutual
Fund Fund Fund Fund Fund
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income
Net appreciation/(depreciation)
in fair value of investments $ 195,628 $ 16,494 $ 2,669,363 $ 712,921 $ 207,622
Interest
Dividends 775 131,513 708,944 530,016 766,762
------------- ------------- ------------- ------------- -------------
196,403 148,007 3,378,307 1,242,937 974,384
------------- ------------- ------------- ------------- -------------
Contributions
Participants' 43,624 342,640 1,803,520 758,750 785,603
Employer's 6,587 85,319 427,775 180,337 192,573
------------- ------------- ------------- ------------- -------------
50,211 427,959 2,231,295 939,087 978,176
------------- ------------- ------------- ------------- -------------
Total additions 246,614 575,966 5,609,602 2,182,024 1,952,560
------------- ------------- ------------- ------------- -------------
Deductions
Deductions from net assets attributable to:
Benefits paid to participants 4,068 152,921 1,399,632 653,998 724,920
Administrative expenses 52 727 4,363 1,941 2,093
------------- ------------- ------------- ------------- -------------
Total deductions 4,120 153,648 1,403,995 655,939 727,013
------------- ------------- ------------- ------------- -------------
Net increase prior to interfund transfers 242,494 422,318 4,205,607 1,526,085 1,225,547
Interfund transfers 737,167 491,353 1,953,364 559,178 (242,664)
------------- ------------- ------------- ------------- -------------
Net increase/(decrease) 979,661 913,671 6,158,971 2,085,263 982,883
Net assets available for benefits:
Beginning of year 0 1,172,297 12,358,059 6,027,542 6,901,271
------------- ------------- ------------- ------------- -------------
End of year $ 979,661 $ 2,085,968 $ 18,517,030 $ 8,112,805 $ 7,884,154
============= ============= ============= ============= =============
<CAPTION>
American
IDS Express
Federal Trust Income Participant
Income Fund Fund II Notes Total
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income
Net appreciation/(depreciation)
in fair value of investments $ (467,229) $ 1,518,897 $ 0 $ 4,853,696
Interest 499,138 499,138
Dividends 1,320,145 0 3,458,155
------------- ------------- ------------- -------------
852,916 1,518,897 499,138 8,810,989
------------- ------------- ------------- -------------
Contributions
Participants' 1,484,988 1,904,573 7,123,698
Employer's 458,649 561,388 1,912,628
------------- ------------- ------------- -------------
1,943,637 2,465,961 0 9,036,326
------------- ------------- ------------- -------------
Total additions 2,796,553 3,984,858 499,138 17,847,315
------------- ------------- ------------- -------------
Deductions
Deductions from net assets attributable to:
Benefits paid to participants 2,425,052 3,154,053 610,736 9,125,380
Administrative expenses 8,339 10,149 27,664
------------- ------------- ------------- -------------
Total deductions 2,433,391 3,164,202 610,736 9,153,044
------------- ------------- ------------- -------------
Net increase prior to interfund transfers 363,162 820,656 (111,598) 8,694,271
Interfund transfers (2,414,020) (1,308,633) 224,255 0
------------- ------------- ------------- -------------
Net increase/(decrease) (2,050,858) (487,977) 112,657 8,694,271
Net assets available for benefits:
Beginning of year 21,777,722 27,030,596 6,360,498 81,627,985
------------- ------------- ------------- -------------
End of year $ 19,726,864 $ 26,542,619 $ 6,473,155 $ 90,322,256
============= ============= ============= =============
</TABLE>
The accompanying notes are an integral
part of these financial statements.
4
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CAMCO THRIFT PLAN
Notes to Financial Statements
December 31, 1996
NOTE 1 - DESCRIPTION OF THE PLAN
The Camco Thrift Plan (the "Plan"), a defined contribution plan, was
established on February 1, 1975. It covers substantially all domestic employees
and certain employees in foreign service of Camco International Inc. (the
"Company"). The Company expects to continue the Plan indefinitely, but reserves
the right to terminate the Plan at any time by resolution of the board of
directors. The following description of the Plan and Plan Amendments is
provided for general purposes only. Participants should refer to the Plan
Document, as amended, for more complete information.
General
Administration of the Plan is conducted by a committee consisting of six
members appointed by the board of directors of the Company. The board of
directors has appointed two officers of the Company as Trustees for the Plan.
American Express Trust Company is asset custodian and record keeper for the
Plan.
Eligibility and Vesting
Employees are eligible to participate in the Plan after completing one hour of
service. Participants are fully vested in their contributions and the related
earnings/losses. Participants vest in Company matching contributions and
related earnings/losses at 20% per year, becoming fully vested after five years
of service. In the event the Plan is partially or completely terminated, all
participants will become 100% vested in their account balances.
Contributions
Participants may elect to defer from 1% to 15% of their compensation on a
pre-tax basis, subject to maximum annual contributions of $9,500 in 1996 and
$9,240 in 1995, and have the Company contribute to the Plan on their behalf the
amount so deferred. After-tax contributions of up to 10% of compensation are
also permitted. The Company makes matching contributions of 50% of
participants' pre-tax contributions up to a maximum contribution amount.
Effective January 1, 1996, the maximum was raised to $1,500 per year from
$1,080 per year.
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<PAGE> 7
Expenses
The accounts of participants are charged fees of $2.50 per quarter which are
applied to the cost of administering the Plan. Transaction fees are also
charged for participant loans, withdrawals and distributions. For the years
ending December 31, 1996 and 1995, the Company elected to pay all
administrative expenses in excess of these fees.
Withdrawals
Company matching contributions made before January 1, 1983, and all after-tax
contributions may be withdrawn by participants by making written application to
the Plan's record keeper. Company matching contributions made after December
31, 1982, pre-tax contributions and rollover contributions may be withdrawn
after the participant has attained age 59-1/2 or if the participant suffers an
immediate and heavy financial hardship that cannot be satisfied from other
reasonably available resources. Additionally, Company matching contributions
may be withdrawn only if they have been credited to a participant's account for
more than two years. No more than one withdrawal may be made during any
calendar quarter.
Loans
Participants may borrow a portion of their account balance to relieve a
financial hardship or for any other suitable purpose. Loan amounts are limited
in accordance with a formula based on 50% of the present value of a
participant's vested account balance, not to exceed $50,000. Loans must be
repaid within five years and are secured by the participant's account balance.
Forfeitures
Participants who terminate employment forfeit the non-vested portion of their
account. Forfeited amounts will be restored for former participants who resume
employment if they repay, within five years, the full amount of termination
distribution they received. Amounts forfeited are used first to restore
accounts, as above, and then to reduce Company contributions.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan are presented on the accrual basis of
accounting in compliance with generally accepted accounting principles. Certain
reclassifications have been made to prior year balances to conform to current
year financial statement presentation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan administrator to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results may differ from those estimates.
Investments in registered investment companies (mutual funds) are valued at
quoted market prices. American Express Trust Income Fund II is a collective
trust stated at contract value. Units of the Camco Stock Fund, invested
primarily in common stock of the Company but also in
6
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cash or cash equivalents to provide liquidity, are valued using the quoted
market price for Company stock. The average cost method is used to calculate
gains and losses on the sale of investments.
NOTE 3 - INVESTMENT PROGRAMS
Participants may invest their account balances and all contributions made to
their accounts in the investment choices described below. Investments may be
made in one or more of the funds in 1% increments and choices may be changed
any business day. The number of participants investing in each fund at December
31, 1996, is shown parenthetically.
IDS International Fund (310 participants)
A specialty growth fund for aggressive investors whose
objective is long-term growth of capital that invests in
common stocks of foreign companies.
IDS New Dimensions Fund (927 participants)
A growth fund for aggressive investors whose objective is
long-term growth of capital that invests in a portfolio of
company stocks in which powerful economic and/or technical
changes may take place.
IDS Stock Fund (647 participants)
A growth and income fund for investors with moderate
tolerance for risk whose objective is current income and
growth of capital that invests in a portfolio of medium to
large, well-established U. S. company common stocks.
IDS Mutual Fund (621 participants)
A growth and income fund for investors with moderate
tolerance for risk whose objective is balance of growth of
capital and current income that invests in a portfolio of
common and preferred stocks and bonds.
IDS Federal Income Fund (1,307 participants)
An income fund for conservative investors whose objective is
current income and preservation of capital that invests in a
portfolio of U. S. government and government agency
securities.
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<PAGE> 9
A stable capital fund for conservative investors whose
objective is to preserve principal and income while
maximizing current income that invests in investment
contracts and stable value contracts.
Camco Stock Fund (137 participants)
A Company stock fund for aggressive investors whose objective
is growth of capital and dividend income that invests in
Company common stock. Participants may invest no more than
25% of their account balances and/or contributions in this
fund.
NOTE 4 - REGULATORY STATUS OF THE PLAN
In a determination letter dated September 11, 1995, the Internal Revenue
Service stated that the Plan met the requirements of Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and that the trust
established thereunder was entitled to exemption from federal income tax under
the provisions of Section 501(a) of the Code. Company matching contributions
will not be required to be included in participants' taxable income until they
are distributed to the participants.
Although the Plan has been amended since receiving the determination letter,
the Plan administrator and the Plan's counsel believe that the Plan currently
is designed and being operated in compliance with the applicable requirements
of the Code. They believe, therefore, that the Plan was qualified and the
related trust was tax-exempt as of the financial statement date. The Plan is
also in compliance with the provisions of the ERISA.
The Plan was amended and restated December 21, 1994, to effect numerous
administrative changes and to ensure that the Plan continues to comply with the
applicable provisions of ERISA and the Code amended by the Tax Reform Act of
1986 and subsequently promulgated regulations. On October 17, 1995, December
12, 1995, February 20, 1996, and July 16, 1996, the Plan was amended further
(1) to allow participants, effective January 1, 1995, to increase, decrease or
cease their contributions at any time, (2) to increase the maximum amount of
Company matching contributions per participant to $1,500 per year effective
January 1, 1996, (3) to reduce the service requirement for early retirement
from ten years to five years effective January 1, 1996, and (4) to establish an
investment fund comprised of Company common stock effective August 1, 1996.
None of the amendments had a material effect on the December 31, 1996,
Financial Statements.
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Line 27a - Schedule of Assets Held for Investment Purposes
Camco Thrift Plan
EIN: 13-3517570; P/N 001
December 31, 1996
<TABLE>
<CAPTION>
(c)
Description of investment
(b) including maturity date,
Identity of issue, rate of interest, (e)
borrower, lessor, or collateral, par or (d) Current
(a) similar party maturity value Cost value
- --- ------------------------ ------------------------- ------------ ------------
<S> <C> <C> <C> <C>
Participant loans 7% - 12% interest $ 0 $ 6,473,155
Camco Stock Fund Employer common stock
73,842 units 784,965 979,661
American Express Trust Common/collective trust
Income Fund II 1,618,156 shares 24,060,470 26,542,619
Registered investment
companies:
IDS International Fund 199,844 shares 2,084,815 2,085,968
IDS New Dimensions Fund 894,197 shares 14,525,880 18,517,030
IDS Stock Fund 358,339 shares 7,301,294 8,112,805
IDS Mutual Fund 584,965 shares 7,439,892 7,884,154
IDS Federal Income Fund 3,962,013 shares 20,090,090 19,726,864
----------- -----------
$ 76,287,406 $ 90,322,256
=========== ===========
</TABLE>
9
<PAGE> 11
Line 27d - Schedule of Reportable Transactions
Camco Thrift Plan
EIN: 13-3517570; P/N 001
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
(a) (c) (d) (i)
Identity of (b) Purchase Selling Net gain
party involved Description of asset price price or (loss)
- ------------------------ ------------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Camco Stock Fund Employer common stock $ 795,981 $ 11,948 $ 932
59 purchases, 13 sales
American Express Trust Common/collective trust
Income Fund II 80 purchases, 157 sales 5,219,098 7,180,064 509,417
Registered investment
companies:
IDS International Fund 114 purchases, 77 sales 1,648,434 713,363 26,163
IDS New Dimensions Fund 161 purchases, 89 sales 6,949,563 2,904,132 574,183
IDS Stock Fund 129 purchases, 106 sales 3,100,576 1,712,126 138,104
IDS Mutual Fund 112 purchases, 124 sales 3,076,334 2,285,256 148,174
IDS Federal Income Fund 246 purchases, 169 sales 4,068,036 5,613,030 (105,056)
------------ ------------ ------------
$ 24,858,022 $ 20,419,919 $ 1,291,917
============ ============ ============
</TABLE>
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