<PAGE> 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, 1996
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
<PAGE> 2
COOPER CAMERON CORPORATION RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
Page
<S> <C>
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
</TABLE>
<PAGE> 3
Report of Independent Auditors
To the Participants and Administrator of the
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 as of
December31, 1996 and 1995, and the related statement of changes in net assets
available for benefits for the year ended December31, 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 Plan at
December31, 1996 and 1995, and the changes in its net assets available for
benefits for the year ended December31, 1996, in conformity with generally
accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The specific 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 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, are fairly stated in
all material respects in relation to the financial statements taken as a whole.
June 26, 1997
1
<PAGE> 4
Cooper Cameron Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December31
1996 1995
--------------- ---------------
<S> <C> <C>
ASSETS
Contributions receivable:
Employer $ 633,863 $ 615,313
Employee 933,632 833,707
--------------- ---------------
Total contributions receivable 1,567,495 1,449,020
Plan interest in Cooper Cameron Corporation Master
Trust for Defined Contribution Plans (Notes 1 and 2):
Company Stock Fund 46,699,614 7,636,651
Cooper Industries, Inc. Common Stock Fund -- 28,035,297
Cooper Industries, Inc. Debenture Fund -- 2,815,836
Fidelity Growth Company Fund 13,135,251 --
Fixed Income Fund 51,434,628 58,511,673
Money Market Fund 14,567,311 5,290,670
Stock Market Fund 49,838,311 39,749,255
Vanguard Balanced Index Fund 9,287,214 --
Loan Fund 6,465,225 4,865,580
Total Plan interest in Master Trust 191,427,554 146,904,962
--------------- ---------------
Net assets available for benefits $ 192,995,049 $ 148,353,982
=============== ===============
</TABLE>
See accompanying notes.
2
<PAGE> 5
Cooper Cameron Corporation Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
With Fund Information
Year ended December31, 1996
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
------------------------------------------------------------------
FIDELITY VANGUARD
GROWTH FIXED MONEY STOCK BALANCED
COMPANY INCOME MARKET MARKET INDEX
FUND FUND FUND FUND FUND
----------- ------------ ----------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ 39,676 $ 349,447 $ 477,167 $ 19,837 $ 27,514
Employee 939,638 3,992,544 665,669 3,861,846 495,611
----------- ------------ ----------- ------------ ----------
Total contributions 979,314 4,341,991 1,142,836 3,881,683 523,125
Net investment gain from Cooper Cameron Corporation
Master Trust for Defined Contribution Plans, net
of expenses (Note 2) 801,333 3,128,646 297,541 8,537,135 558,497
----------- ------------ ----------- ------------ ----------
Total additions 1,780,647 7,470,637 1,440,377 12,418,818 1,081,622
Deductions:
Benefits paid to participants 86,167 5,256,583 575,351 2,893,764 53,042
Other changes in net assets:
Interfund transfers 10,578,798 (10,149,679) 8,289,678 (234,634) 7,847,726
Net asset admissions (withdrawals) (Note 5) 986,994 511,093 225,336 795,385 479,589
----------- ------------ ----------- ------------ ----------
Total other changes 11,565,792 (9,638,586) 8,515,014 560,751 8,327,315
----------- ------------ ----------- ------------ ----------
Net increase (decrease) 13,260,272 (7,424,532) 9,380,040 10,085,805 9,355,895
Net assets available for benefits at
beginning of year -- 59,168,466 5,273,161 40,047,331 --
----------- ------------ ----------- ------------ ----------
Net assets available for benefits at end of year $13,260,272 $ 51,743,934 $14,653,201 $ 50,133,136 $9,355,895
=========== ============ =========== ============ ==========
*Ending fund balances include allocated contribution
receivables
<CAPTION>
PARTICIPANT-DIRECTED NON-PARTICIPANT-DIRECTED
----------------------- --------------------------
COOPER
COMPANY COMPANY INDUSTRIES, INC.
STOCK LOAN STOCK COMMON STOCK
FUND FUND FUND FUND
----------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ 36,140 $ -- $ 6,473,623 $ --
Employee 454,871 -- -- --
----------- ---------- ----------- ------------
Total contributions 491,011 -- 6,473,623 --
Net investment gain from Cooper Cameron Corporation
Master Trust for Defined Contribution Plans, net
of expenses (Note 2) 7,200,299 392,867 10,417,816 3,701,665
----------- ---------- ----------- ------------
Total additions 7,691,310 392,867 16,891,439 3,701,665
Deductions:
Benefits paid to participants 20,213 -- 837,367 1,743,093
Other changes in net assets:
Interfund transfers 15,307,847 1,045,289 -- (29,859,676)
Net asset admissions (withdrawals) (Note 5) 202,059 161,489 -- (134,193)
----------- ---------- ----------- ------------
Total other changes 15,509,906 1,206,778 -- (29,993,869)
----------- ---------- ----------- ------------
Net increase (decrease) 23,181,003 1,599,645 16,054,072 (28,035,297)
Net assets available for benefits at
beginning of year -- 4,865,580 8,148,311 28,035,297
----------- ---------- ----------- ------------
Net assets available for benefits at end of year $23,181,003 $6,465,225 $24,202,383 $ --
=========== ========== =========== ============
<CAPTION>
NON-PARTICIPANT-DIRECTED
-------------------------------
COOPER
INDUSTRIES, INC.
DEBENTURE TOTAL
FUND PLAN
---------------- ------------
<S> <C> <C>
Additions:
Contributions:
Employer $ -- $ 7,423,404
Employee -- 10,410,179
----------- ------------
Total contributions -- 17,833,583
Net investment gain from Cooper Cameron Corporation
Master Trust for Defined Contribution Plans, net
of expenses (Note 2) 198,674 35,234,473
----------- ------------
Total additions 198,674 53,068,056
Deductions:
Benefits paid to participants 190,330 11,655,910
Other changes in net assets:
Interfund transfers (2,825,349) --
Net asset admissions (withdrawals) (Note 5) 1,169 3,228,921
----------- ------------
Total other changes (2,824,180) 3,228,921
----------- ------------
Net increase (decrease) (2,815,836) 44,641,067
Net assets available for benefits at
beginning of year 2,815,836 148,353,982
----------- ------------
Net assets available for benefits at end of year $ -- $192,995,049
=========== ============
</TABLE>
*Ending fund balances include allocated contribution
receivables
See accompanying notes.
3
<PAGE> 6
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements
December31, 1996
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 31, 1996 and 1995, 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 (100% and 100%); Cooper Industries, Inc. Common Stock Fund
(1995-100%); Cooper Industries, Inc. Debenture Fund (1995-99.480%); Fidelity
Growth Company Fund (1996-100%); Fixed Income Fund (54.364% and 59.271%); Loan
Fund (99.815% and 99.730%); Money Market Fund (99.412% and 98.463%); Stock
Market Fund (99.749% and 99.767%); and Vanguard Balanced Index Fund (1996-100%)
(collectively, the "Funds"), as described in Note 2. The Plan's beneficial
interest percentage in each investment account at December 31, 1996 and 1995,
respectively, is noted parenthetically next to each investment account.
Effective April 1, 1996, the following investment election options were added
to the Plan: (1) Fidelity Growth Company Fund, (2) Vanguard Balanced Index
Fund, and (3) an option for employees to invest in the Company's common stock
("Company Stock Fund"). Effective November 30, 1996, the Cooper Industries,
Inc. Common Stock Fund and Cooper Industries, Inc. Debenture Fund were
eliminated as investment election options, and participants were required to
redirect monies in these two funds to other available investment options.
4
<PAGE> 7
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 Cash Investment
Fund"), The Chase Manhattan Bank, N.A. Domestic Liquidity Fund ("Chase Domestic
Liquidity Fund"), and The Chase Manhattan Bank, N.A. Temporary Investment Fund
("Chase Temporary Investment Fund") are stated at cost, which approximates fair
value. The Chase Manhattan Bank, N.A. S&P 500 Index Fund ("Chase S&P 500 Index
Fund") is stated at fair market value as determined by the trustee 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 31, 1996 and 1995, the Plan's beneficial interest in the Loan Fund
reflects the current principal outstanding on these participant loans, which
approximates fair value.
5
<PAGE> 8
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
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.
6
<PAGE> 9
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:
<TABLE>
<CAPTION>
FIDELITY VANGUARD
COMPANY GROWTH FIXED MONEY STOCK BALANCED
STOCK COMPANY INCOME LOAN MARKET MARKET INDEX
December 31, 1996 FUND FUND FUND FUND FUND FUND FUND
----------- ----------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Cash awaiting investment $ 778,426 $ -- $ -- $ -- $ -- $ -- $ --
Accrued investment income 3,134 -- 61,903 287 68,780 95,050 161,370
Unsettled sales of investments -- -- -- -- -- 25,946 --
Investments at fair value as determined
by quoted market prices:
Chase Cash Investment Fund -- -- 14,139,245 113,975 14,584,754 2,268,804 --
Chase S&P 500 Index Fund -- -- -- -- -- 47,573,663 --
Cooper Cameron Corporation common stock 45,918,054 -- -- -- -- -- --
Fidelity Growth Company Fund -- 13,135,251 -- -- -- -- --
Vanguard Balanced Index Fund -- -- -- -- -- -- 9,351,978
Investments at estimated fair value or
Contract value:
Investment contracts -- -- 80,410,842 -- -- -- --
Loans to participants -- -- -- 6,362,918 -- -- --
----------- ----------- ----------- ---------- ----------- ----------- ----------
Total investments 45,918,054 13,135,251 94,550,087 6,476,893 14,584,754 49,842,467 9,351,978
----------- ----------- ----------- ---------- ----------- ----------- ----------
Total assets 46,699,614 13,135,251 94,611,990 6,477,180 14,653,534 49,963,463 9,513,348
Liabilities:
Unsettled purchases of investments -- -- -- -- -- -- 226,134
----------- ----------- ----------- ---------- ----------- ----------- ----------
Total liabilities -- -- -- -- -- -- 226,134
----------- ----------- ----------- ---------- ----------- ----------- ----------
Net assets available to participating plans $46,699,614 $13,135,251 $94,611,990 $6,477,180 $14,653,534 $49,963,463 $9,287,214
=========== =========== =========== ========== =========== =========== ==========
</TABLE>
7
<PAGE> 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:
<TABLE>
<CAPTION>
COOPER COOPER
COMPANY INDUSTRIES, INDUSTRIES, FIXED MONEY STOCK
STOCK INC. COMMON INC.DEBENTURE INCOME LOAN MARKET MARKET
DECEMBER 31, 1995 FUND STOCK FUND FUND FUND FUND FUND FUND
---------- ----------- ---------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Accrued investment income $ -- $ 249,983 $ 47,912 $ -- $ -- $ -- $ 70,528
Investments at fair value as determined by
quoted market prices:
Chase Domestic Liquidity Fund 4,790 2,240 -- 28,780,132 -- 5,373,238 --
Chase S&P 500 Index Fund -- -- -- -- -- -- 39,720,127
Chase Temporary Investment Fund -- -- -- -- -- -- 225,499
Cooper Cameron Corporation common stock 7,631,861 -- -- -- -- -- --
Cooper Industries, Inc. common stock -- 27,783,074 -- -- -- -- --
Cooper Industries, Inc. subordinated
convertible debentures -- -- 2,799,952 -- -- -- --
Investments at estimated fair value or
contract value:
Investment contracts -- -- -- 69,939,162 -- -- --
Loans to participants -- -- -- -- 4,878,758 -- --
---------- ----------- ---------- ----------- ---------- ---------- -----------
Total investments 7,636,651 27,785,314 2,799,952 98,719,294 4,878,758 5,373,238 39,945,626
---------- ----------- ---------- ----------- ---------- ---------- -----------
Total assets 7,636,651 28,035,297 2,847,864 98,719,294 4,878,758 5,373,238 40,016,154
Liabilities:
Cash overdraft -- -- 17,299 -- -- -- 7
Net cost of unsettled trades -- -- -- -- -- -- 174,220
---------- ----------- ---------- ----------- ---------- ---------- -----------
Total liabilities -- -- 17,299 -- -- -- 174,227
---------- ----------- ---------- ----------- ---------- ---------- -----------
Net assets available to participating plans $7,636,651 $28,035,297 $2,830,565 $98,719,294 $4,878,758 $5,373,238 $39,841,927
========== =========== ========== =========== ========== ========== ===========
</TABLE>
8
<PAGE> 11
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 in fair value of investments for the
separate investment accounts of the Master Trust are as follows:
<TABLE>
<CAPTION>
COOPER COOPER FIDELITY
COMPANY INDUSTRIES, INC.INDUSTRIES, INC. GROWTH FIXED
STOCK COMMON STOCK DEBENTURE COMPANY INCOME
YEAR ENDED December 31, 1996 FUND FUND FUND FUND FUND
----------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Netappreciation in fair value of investments as
determined by quoted market prices:
Chase S&P 500 Index Fund $ -- $ -- $ -- $ -- $ --
Cooper Cameron Corporation common stock 17,624,247 -- -- -- --
Cooper Industries, Inc. common stock -- 3,124,818 -- -- --
Cooper Industries, Inc. subordinated
convertible debentures -- -- 68,919 -- --
Fidelity Growth Company Fund -- -- -- 692,052 --
Vanguard Balanced Index Fund -- -- -- -- --
----------- ---------- -------- ---------- ----------
17,624,247 3,124,818 68,919 692,052 --
Interest and dividends 22,037 676,475 143,526 126,424 5,994,492
----------- ---------- -------- ---------- ----------
$17,646,284 $3,801,293 $212,445 $ 818,476 $5,994,492
=========== ========== ======== ========== ==========
<CAPTION>
VANGUARD
MONEY STOCK BALANCED
LOAN MARKET MARKET INDEX
YEAR ENDED December 31, 1996 FUND FUND FUND FUND
-------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Netappreciation in fair value of investments as
determined by quoted market prices:
Chase S&P 500 Index Fund $ -- $ -- $7,714,777 $ --
Cooper Cameron Corporation common stock -- -- -- --
Cooper Industries, Inc. common stock -- -- -- --
Cooper Industries, Inc. subordinated
convertible debentures -- -- --
Fidelity Growth Company Fund -- -- -- --
Vanguard Balanced Index Fund -- -- -- 408,313
-------- ---------- ---------- --------
-- -- 7,714,777 408,313
Interest and dividends 393,657 324,301 1,003,673 387,800
-------- ---------- ---------- --------
$393,657 $ 324,301 $8,718,450 $796,113
======== ========== ========== ========
</TABLE>
9
<PAGE> 12
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
Interest crediting rates on the investment contracts in the Fixed Income Fund
(the "Fund") are generally determined at the time of purchase. At December 31,
1996, the interest crediting rates ranged from 4.5% to 9.5%. At December 31,
1995, the interest crediting rates ranged from 3.6% to 9.5%.
For 1996 and 1995, the average annual yield for the investment contracts in the
Fund was 6.1% and 6.2%, respectively. At December 31, 1996 and 1995, fair value
of the investment contracts in the Fund was estimated to be approximately 101%
and 103% of contract value, respectively. Fair value was estimated by
discounting the weighted average of the Fund's cash flows at the then-current
interest crediting rate for a comparable maturity investment contract.
At December 31, 1996, 20% of the Fund's investment contracts were with National
Westminster.
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.
Participants of the Plan, excluding those of the participating units, may elect
to make pre-tax contributions from 1% to 16% of compensation. The first 6%
contributed is a basic contribution and subject to a matching contribution by
the Company. Contributions in excess of 6% are supplemental contributions and
are not subject to the Company match. The Company matches 100% of the basic
contributions up to a maximum of 3% and 50% of additional basic contributions
up to the maximum basic contribution of 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 on page 11.
10
<PAGE> 13
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. DESCRIPTION OF THE PLAN (CONTINUED)
The Company contributes an amount to the account of all members of certain
participating units. These contributions were invested in the Fixed Income Fund
of the Master Trust through March 31, 1996. Subsequent to March 31, 1996, the
Company contributions were made to the fund options that the employee elected.
These contributions are paid for each hour 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").
Allocations among the funds may be changed at the participant's discretion on a
monthly basis.
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, excluding those of the participating units, who has been
participating in the Plan for at least one year, 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 rate
for loans in 1996 was determined on a monthly basis and ranged between 9% and
9.5%. The interest rate for loans in 1995 was 9.0%. Loan repayments of
principal and interest are allocated back to the separate accounts based on the
participant's current investment election.
11
<PAGE> 14
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. DESCRIPTION OF THE PLAN (CONTINUED)
Should the Plan terminate, the assets will be distributed according to the
total amount in each participant's account balance, including earnings thereon
and less related expenses. Distributions shall be made as soon as practicable
to members or their beneficiaries by payment in a lump sum.
Effective February 29, 1996, the Company's Richmond Foundry location was sold
to NACO. Certain participants' account balances were transferred on May 1, 1996
to the successor trustee, NACO. All participants became 100% vested in their
account balances upon transfer.
Information about the Plan and the 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. An application for determination was submitted to the
Internal Revenue Service on June 12, 1995. 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.
12
<PAGE> 15
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
5. OTHER CHANGES IN NET ASSETS
For the year ended December 31, 1996, net asset admissions (withdrawals)
represent the following:
<TABLE>
<S> <C>
Divestiture and transfer of certain participants' account balances to the successor
plan sponsor, NACO, Inc. $ (640,662)
Net transfers to the Cooper Cameron Corporation Master Trust for Defined Benefit Plans
(25,046)
Net transfers from other qualified plans 3,621,689
Other, net 272,940
--------------
$ 3,228,921
==============
</TABLE>
Transfers to the Cooper Cameron Master Trust for Defined Benefit Plans
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:
<TABLE>
<CAPTION>
December 31
1996 1995
---------------------------------------
<S> <C> <C>
Net assets available for benefits per the financial statements
$ 192,995,049 $ 148,353,982
Amounts allocated to withdrawing participants (869,192) (647,751)
----------------- -----------------
Net assets available for benefits per the Form 5500 $ 192,125,857 $ 147,706,231
================= =================
</TABLE>
13
<PAGE> 16
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:
<TABLE>
<CAPTION>
YEAR ENDED
December 31
1996
---------------
<S> <C>
Benefits paid to participants per the financial statements $ 11,655,910
Less amounts allocated to withdrawing participants at December 31, 1995 (647,751)
Plus amounts allocated to withdrawing participants at December 31, 1996 869,192
---------------
Benefits paid to participants per the Form 5500 $ 11,877,351
===============
</TABLE>
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 31, but not yet paid as of that date.
14
<PAGE> 17
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
- ----------------------------------------
By: Thomas R. Hix
Member of the Plan Administration
Committee
Date: June 26, 1997
15
<PAGE> 18
INDEX TO EXHIBITS
Exhibit
Number
- -------
23.1 Consent of Independent Auditors
<PAGE> 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 26, 1997 with respect to the financial
statements of the Cooper Cameron Corporation Retirement Savings Plan included
in this Annual Report (Form 11-K) for the year ended December 31, 1996.
Ernst & Young LLP
June 26, 1997
Houston, Texas
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