<PAGE>
Filed pursuant to Rule 424(b)(1)
Registration Statement No. 333-08589
3,625,000 SHARES
COOPER CAMERON CORPORATION
COMMON STOCK
The 3,625,000 shares of common stock, par value $.01 per share (the
"Common Stock"), of Cooper Cameron Corporation (the "Company") offered
hereby are offered by a selling stockholder (see "Selling Stockholder"),
and the Company will not receive any of the proceeds from the sale of such
shares.
The Common Stock is listed on the New York Stock Exchange ("NYSE") under
the symbol "RON." On July 26, 1996, the closing sale price of the Common
Stock on the NYSE was $48.25 per share.
The shares offered hereby may be sold from time to time by the Selling
Stockholder in transactions executed on the NYSE , or otherwise, either
directly or through brokers or to dealers, at market prices prevailing at
the time of sale or at prices related to such market prices, or at such
other prices as may be negotiated and agreed to by the Selling Stockholder
and any purchaser. Alternatively, the Selling Stockholder may from time to
time offer the Common Stock through underwriters. The Selling Stockholder,
brokers executing selling orders on behalf of the Selling Stockholder,
dealers to whom the Selling Stockholder may sell and any underwriters may
be deemed to be "underwriters" within the meaning of the Securities Act of
1933 (the "Securities Act"), in which event any profit represented by the
excess of the selling price over the cost of the shares sold, and any
commission, discount or concession received may be deemed to be an
underwriting discount or commission under the Securities Act. For further
information concerning the plan of distribution of the Common Stock, see
"Plan of Distribution."
The expenses of this offering, estimated at $85,000, will be paid by the
Company.
FOR A DISCUSSION OF CERTAIN RISKS OF AN INVESTMENT IN THE COMMON STOCK,
SEE "RISK FACTORS" WHICH BEGINS ON PAGE 3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 29, 1996
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the Common Stock offered by
this Prospectus. Certain portions of the Registration Statement have not been
included in this Prospectus. For further information, reference is made to the
Registration Statement. Statements made in this Prospectus regarding the
contents of any contract or document filed as an exhibit to the Registration
Statement are not necessarily complete and, in each instance, reference is
hereby made to the copy of such contract or document so filed. Each such
statement is qualified by such reference.
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, as well as such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and its regional offices at the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission at its principal office at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549. Such materials also can be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been or will be filed with the
Commission by the Company, are incorporated herein by reference (i) the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, as
amended by the Company's Form 10-K/A filed on July 22, 1996; (ii) the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, as amended
by the Company's Form 10-Q/A filed on July 22, 1996; and (iii) any documents
subsequently filed by the Company with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of Common Stock hereunder. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document which is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request, a copy of any or all
of the documents incorporated by reference as a part of the Registration
Statement, other than exhibits to such documents. Requests should be directed
to Franklin Myers, Secretary, Cooper Cameron Corporation, 515 Post Oak
Boulevard, Suite 1200, Houston, Texas 77027, telephone (713) 513-3300.
2
<PAGE>
RISK FACTORS
Prospective investors should carefully consider the following factors, as
well as the other information contained in this Prospectus.
LOSSES INCURRED IN RECENT PRIOR YEARS
The Company became an independent, publicly traded corporation upon
consummation on June 30, 1995, of an exchange offer (the "Split-Off") to the
shareholders of the Company's former wholly-owning parent Cooper Industries,
Inc. ("Cooper"). For the years ended December 31, 1995 and 1994 the Company
incurred net losses of $500.1 million and $3.7 million, respectively. The 1995
net loss included $482.5 of pre-tax nonrecurring and unusual charges, consisting
principally of the write-down of goodwill concurrently with consummation of the
Split-Off (see Note 3 to consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, as
amended by the Company's Form 10-K/A filed on July 22, 1996 and incorporated
herein by reference). For the same periods, the Company recorded operating
losses (earnings before non-recurring/unusual items, corporate expense, interest
and taxes) of $12.6 million for 1995 and $35.6 million for 1994 in its petroleum
production equipment ("PPE") segment. While operations for the first quarter of
1996 for the PPE segment and the Company as a whole were profitable, no
assurance can be given as to future results of operations and, as with any
manufacturing enterprise operating in the capital goods markets in which the
Company competes, the possibility that losses could recur in future periods
cannot be foreclosed (see "Sustainability of Improved Operating Performance and
Financial Condition," below).
SUSTAINABILITY OF IMPROVED OPERATING PERFORMANCE AND FINANCIAL CONDITION
During the period from the Split-Off through March 31, 1996, the Company
had reduced its indebtedness to third parties by approximately $118,000,000 and
improved its earnings before interest, taxes and depreciation from that
experienced in previous fiscal quarters. Such changes were the result of a
combination of an improved market environment for the Company's goods and
services, a reduction in the labor force employed by the Company, a reduction in
capital expenditures and a reduction in working capital. Because the Company's
operations are highly dependent upon the oil and gas industry, which in previous
periods has proved to be volatile, there can be no assurance that the
improvements in the Company's operations and financial condition can be
sustained at their current levels. Further, a significant decrease in activity
in the oil and gas industry could have a material adverse affect upon the demand
for the Company's products and services and consequently the Company's results
of operations as well as its liquidity and capital resources.
INTERNATIONAL OPERATIONS
The Company derives revenues from sales to geographic locations that
include political and economic environments that are considered to be high risk
with respect to the normal conduct of business. Included in these geographic
areas are locations (such as Libya and Iran) to which the United States
government has restricted export privileges by United States companies.
Depending upon the status of the export restrictions and whether they may, as
currently contemplated, be increased, the sales and operating results of the
Company may be adversely affected. In addition, the Company encounters risk
with respect to currency exchange rate fluctuations, labor and political
disturbances, requirements as to local ownership and supply and other unique
circumstances which can adversely affect the Company's ability to do business.
As these events occur, there can be no assurance that such events will not
adversely affect the Company's results of operation and financial condition.
ACQUISITION
On June 14, 1996, the Company purchased the assets of Ingram Cactus
Company ("Ingram") for $100 million cash (subject to adjustment for changes in
working capital) and the assumption of certain operating liabilities. Ingram
manufactures and sells wellheads, surface systems, valves and actuators used
primarily in onshore oil and gas production operations. For 1995, Ingram had
revenues of $105 million and earnings before interest, taxes, depreciation and
amortization of approximately $15 million. The purchase was funded through
additional borrowings of approximately $100,000,000. Based on debt and equity
levels at March 31, 1996, this additional borrowing increased the Company's
debt-to-capitalization ratio from 38% to approximately 46%, on an "as adjusted"
basis. Although a 46% rate is higher than that which the Company believes to be
appropriate for ongoing operations on a long-term basis, the Company does not
believe that its overall liquidity will be impaired
3
<PAGE>
and anticipates the incremental debt related to the purchase should be
significantly reduced by the end of 1997, assuming no major deterioration in
current market conditions for the Company's products. Changes in market
conditions to lower levels, however, could detrimentally affect this expectation
and cause the Company to operate at higher debt levels than it deems appropriate
for a protracted period.
THE COMPANY
The Company designs, manufactures, markets and services equipment used
by the oil and gas industry and industrial manufacturing companies. It is one
of the world's leading manufacturers of oil and gas pressure control equipment,
including valves, wellheads, chokes, blowout preventers and assembled systems
for oil and gas drilling, production and transmission used in onshore, offshore
and underwater applications. The Company is also a leading manufacturer of gas
turbines, centrifugal compressors, integral and separable reciprocating engines
and compressors and turbochargers utilized principally in oil and gas production
and transmission and industrial, manufacturing and power generation
applications. It also manufactures integral gear centrifugal air compressors
that provide oil-free air for use in a variety of industrial applications. The
Company operates internationally with its equipment and services sold or
utilized in approximately 115 countries.; it currently has manufacturing plants
and service centers in numerous locations, including the United States, the
United Kingdom, Norway, Ireland, France, Germany, The Netherlands, Singapore,
Australia, Canada, Mexico and Argentina.
The Company was incorporated under Delaware law in November 1994,
initially as a wholly-owned subsidiary of Cooper, comprising Cooper's former
petroleum and industrial equipment businesses; it became an independent,
publicly-owned enterprise on June 30, 1995. The principal executive offices of
the Company are located at 515 Post Oak Boulevard, Suite 1200, Houston, Texas
77027, and its telephone number at that address is (713) 513-3300.
PLAN OF DISTRIBUTION
The shares offered hereby may be sold from time to time by the Selling
Stockholder in transactions executed on the NYSE or otherwise, either directly
or through brokers or to dealers, at market prices prevailing at the time of
sale or at prices related to such market prices, or at such other prices as may
be negotiated and agreed to by the Selling Stockholder and any purchaser.
Alternatively, the Selling Stockholder may, from time to time, offer the Common
Stock through underwriters. The Selling Stockholder, brokers executing selling
orders on behalf of the Selling Stockholder, dealers to whom the Selling
Stockholder may sell and any underwriters may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any profit represented
by the excess of the selling price over the cost of the shares sold, and any
commission, discount or concession received may be deemed to be an underwriting
discount or commission under the Securities Act. At the time a particular offer
of shares of Common Stock is made, to the extent required, a supplement to this
Prospectus will be distributed which will set forth the number of shares being
offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, any discounts, commissions and other items
constituting compensation and any discounts, commissions or concessions allowed
or reallowed or paid to dealers, including the proposed selling price to the
public. Under contractual arrangements between the Company and the Selling
Stockholder, the Company is obligated to indemnify the Selling Stockholder and
any underwriters of the shares offered hereby against certain civil liabilities
under the Securities Act.
4
<PAGE>
SELLING STOCKHOLDER
The following table sets forth information with respect to ownership of the
Common Stock by the Selling Stockholder as of the date of, and as adjusted to
reflect, the sale of the shares offered hereby.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Before Offering Owned Before Offering
-------------------------- ---------------------------
Percent Percent
Name Number of Class Number of Class
- ------ ---------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Cooper Industries, Inc. 3,625,000 14.4% 3,625,000 None --
</TABLE>
Prior to the consummation, on June 30, 1995, of an exchange offer pursuant to
which it became an independent, publicly-owned entity, the Company operated as a
wholly-owned subsidiary of Cooper. Robert Cizik served as chairman of the board
of the Company until his retirement from the Company's board on May 2, 1996.
Mr. Cizik also served as chairman of the board of Cooper until his retirement
from Cooper's board on April 30, 1996.
DESCRIPTION OF CAPITAL STOCK
The authorized stock of the Company consists of 75,000,000 shares of Common
Stock and 10,000,000 shares of preferred stock, par value $.01 per share (the
"Preferred Stock"). At June 30, 1996, 25,216,583 shares of Common Stock and no
shares of Preferred Stock were outstanding.
COMMON STOCK
Each holder of the Common Stock is entitled to one vote per share with respect
to all matters submitted to holders of the Common Stock. The Common Stock does
not have cumulative voting rights. Subject to the rights of holders of
Preferred Stock, holders of the Common Stock will be entitled to receive
dividends if, when and as declared by the Board of Directors. Upon dissolution,
liquidation or winding up of the Company, holders of the Common Stock are
entitled to share pro rata in all assets remaining after the liquidation
payments have been made on any outstanding shares of Preferred Stock.
PREFERRED STOCK
Shares of Preferred Stock may be issued in one or more series or classes,
which have designation, voting powers, preferences and relative, participating,
optional or other rights and such qualifications, limitations or restrictions
thereon, including voting rights, dividends, rights on liquidation, dissolution
or winding up, conversion or exchange rights and redemption provisions, as set
forth in the resolutions adopted by the Board of Directors providing for the
issuance of such stock and as permitted by the Delaware General Corporation Law
(the "DGCL"). Although the Company has no current plans to issue Preferred
Stock, the issuance of shares of Preferred Stock, or the issuance of securities
convertible into or exchangeable for such shares, could be used to discourage an
unsolicited acquisition proposal that some or a majority of the stockholders
believe to be in their interests or in which stockholders are to receive a
premium for their stock over the current market price. In addition, the
issuance of Preferred Stock could adversely affect the voting power of the
holders of Common Stock. The Board of Directors does not presently intend to
seek stockholder approval prior to any issuance of currently authorized stock,
unless otherwise required by law or stock exchange rules.
RIGHTS PLAN
Pursuant to a Rights Agreement between the Company and First Chicago Trust
Company of New York (the "Rights Plan"), each share of Common Stock has attached
to it one Right (the "Right"), represented by the certificate which is also the
certificate representing the Common Stock. Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share of Series A
Junior Participating Preferred Stock, par value $.01 per share (the "Series A
Preferred Stock"), of the Company at a purchase price of $75, subject to
adjustment (the "Purchase Price").
5
<PAGE>
The Rights will separate from the Company's Common Stock and a "Distribution
Date" will occur upon the earlier of (i) 10 business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or (ii) 10 business days (or such later date as the Board of
Directors of the Company shall determine) following the commencement of a tender
or exchange offer which would result in a person or group beneficially owning
20% or more of such outstanding shares of Common Stock (the "Tender Offer
Date"). Notwithstanding the foregoing, an Acquiring Person shall not include
(i) Cooper if, together with its affiliates and associates, it beneficially owns
20% or more of the outstanding shares of the Company's Common Stock or (ii) any
person or group of affiliated or associated persons who acquired beneficial
ownership of 20% of more of the outstanding shares of Common Stock solely as a
result of participating in the Exchange Offer unless such person or group
purchases or otherwise becomes the beneficial owner of additional shares of
Common Stock representing 1% or more of the outstanding shares of Common Stock.
Until the Distribution Date, (a) the Rights will be transferred with and only
with the Common Stock certificates, (b) the Common Stock certificates will
contain a notation incorporating the Rights Plan by reference and (c) the
surrender for transfer of any certificates for the Common Stock outstanding will
also constitute the transfer of the Rights associated with the Company's Common
Stock represented by such certificates. Pursuant to the Rights Plan, the Company
reserves the right to require prior to the occurrence of a Triggering Event (as
defined herein) that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Series A Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and, unless earlier
redeemed by the Company as described below, will expire at the close of business
on April 30, 2005, or such later date as the Board of Directors of the Company
establishes under certain circumstances. As soon as practicable after the
Distribution Date, Rights Certificates will be mailed to holders of record of
the Company's Common Stock as of the close of business on the Distribution Date
and, thereafter, the separate Rights Certificates alone will represent the
Rights. Except as otherwise determined by the Board of Directors of the
Company, only shares of the Company's Common Stock issued prior to the
Distribution Date will be issued with Rights.
Each share of Series A Preferred Stock purchased upon exercise of the Rights
will be entitled to a minimum preferential quarterly dividend payment equal to
the greater of (i) $2.00 per share, and (ii) 100 times the dividend, if any,
declared per share of the Common Stock. In the event of liquidation, the
holders of the Series A Preferred Stock will be entitled to a minimum
preferential liquidation payment equal to the greater of (a) $100 per share and
(b) 100 times the payment made per share of the Common Stock. Each share of
Series A Preferred Stock will have 100 votes and will vote together with the
Common Stock. In the event of any merger, consolidation or other transaction in
which shares of the Common Stock are exchanged, each share of Series A Preferred
Stock will be entitled to receive 100 times the amount per share of the Common
Stock received in such merger, consolidation or other transaction. These rights
are protected by certain antidilution provisions. The shares of Series A
Preferred Stock will rank junior to any other series of Preferred Stock which
may be authorized and issued by the Company, unless the terms of any such other
series provide otherwise. Because of the nature of the Series A Preferred
Stock's dividend, liquidation and voting rights, the value of one one-hundredth
of a share of Series A Preferred Stock purchasable upon the exercise of each
Right should approximate the value of one share of the Common Stock.
In the event that (i) the Company is the surviving corporation in a merger or
other business combination with an Acquiring Person (or any associate or
affiliate thereof) and the Common Stock remains outstanding and unchanged, (ii)
any person shall become the beneficial owner of more than 20% of the outstanding
shares of the Common Stock (except (A) (1) Cooper if, together with its
affiliates and associates, it beneficially owns 20% or more of the outstanding
shares of the Common Stock or (2) any person or group of affiliated or
associated persons who has acquired beneficial ownership of 20% or more of the
outstanding shares of the Company's Common Stock solely as a result of
participating in the Exchange Offer unless and until such person or group
purchases or otherwise becomes the beneficial owner of additional shares of
Common Stock representing 1% or more of the outstanding shares of Common Stock,
or (B) pursuant to certain consolidations or mergers involving the Company or
sales or transfers of the combined assets or earning power of the Company and
its subsidiaries, or (C) pursuant to an offer for all outstanding shares of the
Common Stock at a price and upon terms and conditions which a majority of the
Continuing Directors (as defined below) determines to be in the best interests
of the Company and its stockholders) or (iii) there occurs a reclassification of
securities, a recapitalization of the Company or any of its subsidiaries or
certain business combinations or other transactions (other than certain
consolidations and mergers involving the Company and sales or transfers of the
combined assets or earning power of the Company and its subsidiaries) involving
the Company or any of its subsidiaries which has the effect of increasing by
more than 1% the proportionate share of any class of the outstanding equity
securities of the Company
6
<PAGE>
or any of its subsidiaries beneficially owned by an Acquiring Person (or any
associate or affiliate thereof), each holder of a Right (other than the
Acquiring Person, certain related parties and transferees) will thereafter have
the right to receive, upon exercise, the Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to two times the exercise price of the Right. For example, at an exercise
price of $50 per Right, each Right not owned by an Acquiring Person (or by
certain related parties and transferees) following an event set forth above
would entitle its holder to purchase $100 worth of Common Stock (or other
consideration, as noted above) for $50. Assuming that the Common Stock had a
per share market price of $10 at such time, the holder of each valid Right would
be entitled to purchase 10 shares of the Common Stock for $50. Rights are not
exercisable following the occurrence of any of the events described above until
such time as the Rights are no longer redeemable by the Company as described
below. Notwithstanding any of the foregoing, following the occurrence of any of
the event described in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Plan) were, beneficially owned by any
Acquiring Person will be null and void.
In the event that, at any time following the Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation, (ii) the Company is the
surviving corporation in a consolidation or merger pursuant to which all or part
of the outstanding shares of Common Stock are changed into or exchanged for
stock or other securities of any other person or cash or any other property or
(iii) more than 50% of the combined assets or earning power of the Company and
its subsidiaries is sold or transferred (in each case other than certain
consolidations with, mergers with and into, or sales of assets or earning power
by or to subsidiaries of the Company as specified in the Rights Agreement), each
holder of a Right (except Rights that previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the exercise price of
the Right. The events described in this paragraph and in the immediately
preceding paragraph are referred to as the "Triggering Events."
In order to prevent dilution, the Purchase Price payable, the number and kind
of shares covered by each Right and the number of Rights outstanding are subject
to adjustment from time to time (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Series A Preferred Stock,
(ii) if holders of the Series A Preferred Stock are granted certain rights or
warrants to subscribe for Series A Preferred Stock or securities convertible
into Series A Preferred Stock at less than the current market price of the
Series A Preferred Stock, or (iii) upon the distribution to holders of the
Series A Preferred Stock of evidences of indebtedness, cash (excluding regular
quarterly cash dividends), assets (other than dividends payable in Series A
Preferred Stock) or subscription rights or warrants (other than those referred
to in (ii) immediately above). With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments amount to at least
1% of the Purchase Price. No fractional shares of Series A Preferred Stock are
required to be issued (other than fractions that are integral multiples of one
one-hundredth of a share of Series A Preferred Stock) and, in lieu thereof, the
Company may make an adjustment in cash based on the market price of the Series A
Preferred Stock on the trading day immediately prior to the date of exercise.
At any time until ten business days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (payable in cash, shares of Common Stock or other consideration deemed
appropriate by the Board of Directors). Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the $.01
redemption price.
For purposes of the Rights Plan, the term "Continuing Director" means any
member of the Board of Directors of the Company who was a member of the Board
prior to the date of the Rights Agreement, and any person who is subsequently
elected to the Board if such person is recommended or approved by a majority of
the Continuing Directors, but shall not include an Acquiring Person, or an
affiliate or associate of an Acquiring Person, or any representative of the
foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.
Any of the provisions of the Rights Plan may be amended by the Board of
Directors of the Company prior to the Distribution Date, other than the
redemption price, a reduction of the Purchase Price and the number of one one-
hundredths of a share of Series A Preferred Stock for which a Right is
exercisable. After the Distribution Date, the provisions of the Rights Plan may
be amended by the Board in order to cure any ambiguity, to make changes that do
not adversely affect the interests of holders of Rights, or to shorten or
lengthen any time period under the Rights Plan; provided, however, that no
amendment to adjust the time
7
<PAGE>
period governing redemption shall be made at such time as the Rights are not
redeemable. The Final Expiration Date (as defined in the Rights Plan) may be
extended and the Purchase Price may be increased at any time prior to a Stock
Acquisition Date or a Tender Offer Date.
The Rights have certain anti-takeover effects. They may reduce or eliminate
(i) "two-tiered" or other partial offers which do not offer fair value for all
Common Stock; (ii) the accumulation by a third party of 20% or more of the
Common Stock in open-market or private purchases in order to influence or
control the business and affairs of the Company without paying an appropriate
premium for a controlling position in the Company; and (iii) the accumulation of
shares of Common Stock by third parties in market transactions for the primary
purpose of attempting to cause the Company to be sold. In addition, the Rights
will cause substantial dilution to a person or group that attempts to acquire
the Company in a manner defined as a Triggering Event unless the offer is
conditioned on a substantial number of Rights being acquired. The Rights,
however, should not affect any prospective offeror willing to make an offer for
all outstanding shares of Common Stock and other voting securities at a price
and on other terms which are in the best interests of the Company and its
stockholders as determined by the Board of Directors or affect any prospective
offeror willing to negotiate with the Board of Directors because as part of any
negotiated transaction the Rights would either be redeemed or otherwise made
inapplicable to the transaction. The Rights should not interfere with any
merger or other business combination approved by the Board of Directors since
the Board of Directors may, at its option, at any time until ten business days
following the Stock Acquisition Date, redeem all, but not less than all, of the
then outstanding Rights at the $.01 redemption price.
SPECIAL PROVISIONS OF DELAWARE LAW AND THE COMPANY'S CERTIFICATE OF
INCORPORATION
Anti-Takeover Provisions. Section 203 of the DGCL ("Section 203") generally
provides that a stockholder acquiring more than 15% of the outstanding voting
stock of a corporation but less than 85% of such stock (an "Interested
Stockholder") may not engage in certain Business Combinations (as defined in
Section 203) with the corporation for a period of three years after the date on
which the stockholder became an Interested Stockholder unless (i) prior to such
date, the corporation's board of directors approved either the Business
Combination or the transaction in which the stockholder became an Interested
Stockholder or (ii) the Business Combination is approved by the corporation's
board of directors and authorized at a stockholders' meeting by a vote of at
least two-thirds of the corporation's outstanding voting stock not owned by the
Interested Stockholder. The provisions of Section 203 could discourage a change
in control of the Company.
The Amended Certificate of Incorporation of the Company (the "Certificate")
requires that any "Business Combination" involving the Company and a person who
beneficially owns 20% or more of the Common Stock must be approved by the
holders of at least 80% of the voting power of the outstanding shares of the
Company's capital stock (the "Voting Requirement"), voting together as a single
class. The Voting Requirement does not apply if either (i) the Business
Combination is approved by a two-thirds vote of the Continuing Directors (as
defined in the Certificate) or (ii) certain "fair price" and disclosure
conditions are met.
Limitation of Director Liability. Section 102(b)(7) of the DGCL ("Section
102(b)") authorizes corporations to limit or to eliminate the personal liability
of directors to corporations and their stockholders for monetary damages for
breach of directors' fiduciary duty of care. Although Section 102(b) does not
change directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. The Certificate
limits the liability of directors to the Company or its stockholders to the
fullest extent permitted by Section 102(b). Specifically, directors of the
Company will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith, or which involve intentional misconduct or
a knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv)
for any transaction from which the director derived an improper personal
benefit. In the view of the Commission, the limitation of monetary liability
pursuant to state law does not apply to liabilities under the federal securities
laws.
Indemnification. To the maximum extent permitted by law, the Certificate and
the Bylaws provide for mandatory indemnification of directors, officers,
employees and agents of the Company against all expenses, liabilities and losses
to which they may become subject or which they may incur as a result of being or
having been a director, officer, employee or agent of the Company. In addition,
the Company must advance or reimburse directors and officers and may advance or
reimburse employees and agents for expenses incurred by them in connection with
indemnifiable claims. The Company has also entered
8
<PAGE>
into Indemnification Agreements with each of its directors and certain officers
which require the Company to provide such indemnification.
Insofar as indemnification for liabilities arising out of the Securities Act
may be permitted to directors, officers and controlling persons of the Company,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Common Stock will
be passed upon for the Company by Franklin Myers, senior vice president, general
counsel and corporate secretary of the Company. At June 30, 1996, Mr. Myers
owned beneficially 88,641 shares of Common Stock and held options to acquire an
additional 168,688 shares.
EXPERTS
The consolidated financial statements of Cooper Cameron Corporation appearing
in Cooper Cameron Corporation's Annual Report (Form 10-K, as amended by the
Company's Form 10-K/A filed on July 22, 1996) for the year ended December 31,
1995, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
9
<PAGE>
===============================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN, OR INCORPORATED BY
REFERENCE IN, THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY SHARES OF COMMON STOCK IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
---------------------------
TABLE OF CONTENTS
Page
----
Available Information 2
Incorporation of Certain Documents by Reference 2
Risk Factors 3
The Company 4
Plan of Distribution 4
Selling Stockholder 5
Description of Capital Stock 5
Legal Matters 9
Experts 9
===============================================================================
===============================================================================
COOPER CAMERON
CORPORATION
----------------------------
3,625,000 SHARES
COMMON STOCK
----------------------------
PROSPECTUS
JULY 29, 1996
===============================================================================
