<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 30, 1997
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
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
<PAGE> 3
FINANCIAL STATEMENTS
COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN
AT DECEMBER 30, 1997 AND 1996 AND
FOR THE YEAR ENDED DECEMBER 30, 1997
<PAGE> 4
Cooper Cameron Corporation Retirement Savings Plan
Financial Statements
At December 30, 1997 and 1996 and for the year ended December 30, 1997
CONTENTS
<TABLE>
<S> <C>
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
</TABLE>
<PAGE> 5
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 (the "Plan") as of
December 30, 1997 and 1996, and the related statement of changes in net assets
available for benefits for the year ended December 30, 1997. 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, 1997 and 1996, and the changes in its net assets available for
benefits for the year ended December 30, 1997, 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 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, is fairly stated in all
material respects in relation to the financial statements taken as a whole.
June 29, 1998
1
<PAGE> 6
Cooper Cameron Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 30
1997 1996
----------------------------------
<S> <C> <C>
ASSETS
Contributions receivable:
Employer $ 790,622 $ 633,863
Employee 1,078,551 933,632
----------------------------------
Total contributions receivable 1,869,173 1,567,495
Plan interest in Cooper Cameron Corporation Master Trust
for Defined Contribution Plans
(Notes 1 and 2):
Company Stock Fund 103,091,984 46,699,614
Fidelity Growth Company Fund 13,739,868 13,135,251
Fixed Income Fund 48,712,024 51,434,628
Money Market Fund 12,734,925 14,567,311
Stock Market Fund 55,362,932 49,838,311
Vanguard Balanced Index Fund 12,226,095 9,287,214
Loan Fund 6,637,072 6,465,225
----------------------------------
Total Plan interest in Master Trust 252,504,900 191,427,554
----------------------------------
Net assets available for benefits $254,374,073 $192,995,049
==================================
</TABLE>
See accompanying notes.
2
<PAGE> 7
Cooper Cameron Corporation Retirement Savings Plan
Statement of Changes in Net Assets Available for
Benefits With Fund Information
Year ended December 30, 1997
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
------------------------------------------------------------------
FIDELITY
GROWTH FIXED MONEY STOCK
COMPANY INCOME MARKET MARKET
FUND FUND FUND FUND
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ 68,048 $ 157,063 $ 348,063 $ 10,975
Employee 1,568,163 3,629,936 454,292 4,079,940
------------------------------------------------------------------
Total contributions 1,636,211 3,786,999 802,355 4,090,915
Net investment gain from Cooper Cameron
Corporation Master Trust for Defined
Contribution Plans, net of expenses (Note 2) 2,258,224 3,207,398 666,260 15,084,071
------------------------------------------------------------------
Total additions 3,894,435 6,994,397 1,468,615 19,174,986
Deduction:
Benefits paid to participants 566,090 5,036,574 1,881,581 4,151,102
Other changes in net assets:
Interfund transfers (3,015,459) (5,020,370) (1,480,261) (9,609,610)
Net asset admissions (withdrawals) (Note 5) 296,078 308,830 57,906 133,162
------------------------------------------------------------------
Total other changes (2,719,381) (4,711,540) (1,422,355) (9,476,448)
------------------------------------------------------------------
Net increase (decrease) 608,964 (2,753,717) (1,835,321) 5,547,436
Net assets available for benefits at beginning
of year 13,260,272 51,743,934 14,653,201 50,133,136
------------------------------------------------------------------
Net assets available for benefits at end of year* $ 13,869,236 $ 48,990,217 $ 12,817,880 $ 55,680,572
==================================================================
<CAPTION>
NON-
PARTICIPANT-
PARTICIPANT-DIRECTED DIRECTED
------------------------------------------- --------------
VANGUARD
BALANCED COMPANY
INDEX STOCK LOAN COMPANY STOCK TOTAL
FUND FUND FUND FUND PLAN
------------------------------------------- -------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ 51,578 $ 259,561 $ -- $ 7,547,741 $ 8,443,029
Employee 1,001,261 2,243,599 -- -- 12,977,191
------------------------------------------- ----------------------------
Total contributions 1,052,839 2,503,160 -- 7,547,741 21,420,220
Net investment gain from Cooper Cameron
Corporation Master Trust for Defined
Contribution Plans, net of expenses (Note 2) 2,177,109 17,029,911 488,752 13,726,855 54,638,580
------------------------------------------- ----------------------------
Total additions 3,229,948 19,533,071 488,752 21,274,596 76,058,800
Deduction:
Benefits paid to participants 422,559 1,031,048 941,644 2,086,484 16,117,082
Other changes in net assets:
Interfund transfers 17,130 18,406,318 702,252 -- --
Net asset admissions (withdrawals) (Note 5) 131,626 587,217 (77,513) -- 1,437,306
------------------------------------------- ----------------------------
Total other changes 148,756 18,993,535 624,739 -- 1,437,306
------------------------------------------- ----------------------------
Net increase (decrease) 2,956,145 37,495,558 171,847 19,188,112 61,379,024
Net assets available for benefits at beginning
of year 9,355,895 23,181,003 6,465,225 24,202,383 192,995,049
------------------------------------------- ----------------------------
Net assets available for benefits at end of year* $12,312,040 $60,676,561 $ 6,637,072 $43,390,495 $254,374,073
=========================================== ============================
</TABLE>
*Ending fund balances include allocated contribution receivables
See accompanying notes.
<PAGE> 8
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements
December 30, 1997
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, 1997 and 1996, 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 (94.238% and 100%); Fidelity Growth Company Fund (81.810% and
100%); Fixed Income Fund (64.234% and 54.364%); Loan Fund (99.814% and 99.815%);
Money Market Fund (85.828% and 99.412%); Stock Market Fund (91.583% and
99.749%); and Vanguard Balanced Index Fund (65.297% and 100%) (collectively, the
"Funds"), as described in Note 2. The Plan's beneficial interest percentage in
each investment account at December 30, 1997 and 1996, 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 Cash Investment Fund")
are stated at cost, which approximates fair value. The Chase
4
<PAGE> 9
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
30, 1997 and 1996, 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
<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>
FIDELITY
COMPANY GROWTH FIXED
STOCK COMPANY INCOME
DECEMBER 30, 1997 FUND FUND FUND
----------------------------------------------
<S> <C> <C> <C>
Assets:
Accrued investment income $ 9,336 $ -- $ 47,042
Investments at fair value as determined by
quoted market prices:
Chase Cash Investment Fund 1,786,660 -- 12,699,017
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 -- -- --
----------------------------------------------
Total investments 109,386,146 16,795,005 75,788,954
----------------------------------------------
Net assets available to participating plans $109,395,482 $ 16,795,005 $ 75,835,996
==============================================
<CAPTION>
VANGUARD
MONEY STOCK BALANCED
LOAN MARKET MARKET INDEX
FUND FUND FUND FUND
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Accrued investment income $ -- $ 71,465 $ 90,190 $ --
Investments at fair value as determined by
quoted market prices:
Chase Cash Investment Fund -- 14,766,289 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 6,649,472 -- -- --
---------------------------------------------------------------
Total investments 6,649,472 14,766,289 60,360,669 18,723,573
---------------------------------------------------------------
Net assets available to participating plans $ 6,649,472 $ 14,837,754 $ 60,450,859 $ 18,723,573
===============================================================
</TABLE>
6
<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)
The following table presents the fair value of investments for the separate
investment accounts of the Master Trust:
<TABLE>
<CAPTION>
FIDELITY
COMPANY GROWTH FIXED
STOCK COMPANY INCOME
DECEMBER 30, 1997 FUND FUND FUND
----------------------------------------------
<S> <C> <C> <C>
Assets:
Cash awaiting investment $ 778,426 $ -- $ --
Accrued investment income 3,134 -- 61,903
Unsettled sales of investments -- -- --
Investments at fair value as determined by
quoted market prices:
Chase Cash Investment Fund -- -- 14,139,245
Chase S&P 500 Index Fund -- -- --
Cooper Cameron Corporation common stock 45,918,054 -- --
Fidelity Growth Company Fund -- 13,135,251 --
Vanguard Balanced Index Fund -- -- --
Investments at estimated fair value or
contract value:
Investment contracts -- -- 80,410,842
Loans to participants -- -- --
----------------------------------------------
Total investments 45,918,054 13,135,251 94,550,087
----------------------------------------------
Total assets 46,699,614 13,135,251 94,611,990
Liability:
Unsettled purchases of investments -- -- --
----------------------------------------------
Total liability -- -- --
----------------------------------------------
Net assets available to participating plans $ 46,699,614 $ 13,135,251 $ 94,611,990
==============================================
<CAPTION>
VANGUARD
MONEY STOCK BALANCED
LOAN MARKET MARKET INDEX
FUND FUND FUND FUND
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Cash awaiting investment $ -- $ -- $ -- $ --
Accrued investment income 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 113,975 14,584,754 2,268,804 --
Chase S&P 500 Index Fund -- -- 47,573,663 --
Cooper Cameron Corporation common stock -- -- -- --
Fidelity Growth Company Fund -- -- -- --
Vanguard Balanced Index Fund -- -- -- 9,351,978
Investments at estimated fair value or
contract value:
Investment contracts -- -- -- --
Loans to participants 6,362,918 -- -- --
---------------------------------------------------------------
Total investments 6,476,893 14,584,754 49,842,467 9,351,978
---------------------------------------------------------------
Total assets 6,477,180 14,653,534 49,963,463 9,513,348
Liability:
Unsettled purchases of investments -- -- -- 226,134
---------------------------------------------------------------
Total liability -- -- -- 226,134
---------------------------------------------------------------
Net assets available to participating plans $ 6,477,180 $ 14,653,534 $ 49,963,463 $ 9,287,214
===============================================================
</TABLE>
7
<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)
Investment income and net appreciation in fair value of investments for the
separate investment accounts of the Master Trust are as follows:
<TABLE>
<CAPTION>
FIDELITY
COMPANY GROWTH FIXED
STOCK COMPANY INCOME
YEAR ENDED DECEMBER 30, 1997 FUND FUND FUND
----------------------------------------------
<S> <C> <C> <C>
Net appreciation in fair value of investments
as determined by quoted market prices:
Chase S&P 500 Index Fund $ -- $ -- $ --
Cooper Cameron Corporation common stock 31,529,639 -- --
Fidelity Growth Company Fund -- 937,023 --
Vanguard Balanced Index Fund -- -- --
-------------------------------------------------
31,529,639 937,023 --
Interest and dividends 57,675 1,606,702 5,703,343
-------------------------------------------------
$ 31,587,314 $ 2,543,725 $ 5,703,343
=================================================
<CAPTION>
VANGUARD
MONEY STOCK BALANCED
LOAN MARKET MARKET INDEX
YEAR ENDED DECEMBER 30, 1997 FUND FUND FUND FUND
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Net appreciation in fair value of investments $ -- $ -- $ 14,819,576 $ --
as determined by quoted market prices: -- -- -- --
Chase S&P 500 Index Fund -- -- -- --
Cooper Cameron Corporation common stock -- -- -- 2,243,989
Fidelity Growth Company Fund ----------------------------------------------------------------
Vanguard Balanced Index Fund -- -- 14,819,576 2,243,989
Interest and dividends 489,368 776,912 1,116,508 688,408
----------------------------------------------------------------
$ 489,368 $ 776,912 $ 15,936,084 $ 2,932,397
================================================================
</TABLE>
8
<PAGE> 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 structured bank and insurance
company investment contracts ("SIC contracts") and in guaranteed investment
contracts ("GIC contracts"). The GIC contracts are promises by an insurance
company or a bank to repay the principal plus accrued income at contract
maturity. SIC contracts differ from GIC contracts, in that the assets supporting
the SIC contract 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 SIC contracts owned by the Master Trust are composed of corporate
bonds and common trust funds with a fair value of $27,501,143 and $24,064,407 at
December 30, 1997 and 1996, respectively. The value of the wrapper contract at
December 30, 1997 and 1996 is $(432,081) and $(118,463), respectively.
Interest crediting rates on the contracts in the Fixed Income Fund are generally
determined at the time of purchase. At December 30, 1997, the interest crediting
rates for all contracts ranged from 5.5% to 9.5%. At December 30, 1996, the
interest crediting rates for all contracts ranged from 4.5% to 9.5%.
The following table summarizes investment contracts held by the Fixed Income
Fund that exceed 5% of net assets of the fund at December 30.
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Commonwealth Life $ 3,660,136 $ 4,397,055
Hartford Life $ 5,989,059 $ 6,381,733
New York Life $ 9,731,106 $ 9,680,080
National Westminister $16,129,705 $16,115,169
Peoples Security $10,939,359 $ 7,830,775
Protective Life $ 5,137,497 $ 6,688,754
Transamerica Occidental $ 4,256,439 $ 5,157,193
Canada Life $ 4,729,254
Confederation Life $ 5,309,335
Life of Georgia $ 4,563,184
</TABLE>
9
<PAGE> 14
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST
(CONTINUED)
For 1997 and 1996, the average annual yield for the investment contracts in the
Fixed Income Fund was 6.6% and 6.1%, respectively. At December 30, 1997 and
1996, fair value of the investment contracts in the Fixed Income Fund was
estimated to be approximately 101% of contract value. 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.
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.
10
<PAGE> 15
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. DESCRIPTION OF THE PLAN (CONTINUED)
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"). Allocations
among the funds may be changed at the participant's discretion on a daily 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, 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 1997 and 1996
were determined on a monthly basis and ranged between 9.25% and
11
<PAGE> 16
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. DESCRIPTION OF THE PLAN (CONTINUED)
9.5%, and 9% 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.
Effective April 1, 1996, the Plan was amended to change the Plan year-end from
December 31 to December 30.
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.
5. OTHER CHANGES IN NET ASSETS
For the year ended December 30, 1997, net asset admissions (withdrawals)
represent the following:
<TABLE>
<S> <C>
Net transfers from other qualified plans $ 1,524,295
Net transfers to the Cooper Cameron Corporation Retirement Plan (152,974)
Other, net 65,985
-----------
$ 1,437,306
===========
</TABLE>
12
<PAGE> 17
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
5. OTHER CHANGES IN NET ASSETS (CONTINUED)
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:
<TABLE>
<CAPTION>
December 30
1997 1996
------------- -------------
<S> <C> <C>
Net assets available for benefits per the financial statements $ 254,374,073 $ 192,995,049
Amounts allocated to withdrawing participants (469,542) (869,192)
------------- -------------
Net assets available for benefits per the Form 5500 $ 253,904,531 $ 192,125,857
============= =============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
December 30
1997
------------
<S> <C>
Benefits paid to participants per the financial statements $ 16,117,082
Less amounts allocated to withdrawing participants at December 30, 1996 (869,192)
Plus amounts allocated to withdrawing participants at December 30, 1997 469,542
------------
Benefits paid to participants per the Form 5500 $ 15,717,432
============
</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 30 but not yet paid as of that date.
13
<PAGE> 18
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
7. YEAR 2000 ISSUE (UNAUDITED)
The Company has developed a plan to modify its internal information technology
to be ready for the year 2000 and has begun converting critical data processing
systems. The project also includes determining whether third-party service
providers have reasonable plans in place to become year 2000-compliant. The
Company currently expects the project to be substantially complete by early
1999. The Company does not expect this project to have a significant effect on
Plan operations.
14
<PAGE> 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/ Thomas R. Hix
- -----------------------------------------
By: Thomas R. Hix
Member of the Plan Administration
Committee
Date: June 29, 1998
15
<PAGE> 20
INDEX TO EXHIBITS
EXHIBIT
NUMBER
------
23 Consent of Ernst & Young LLP
<PAGE> 1
EXHIBIT 23
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 29, 1998 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 30, 1997.
Ernst & Young LLP
June 29, 1997
Houston, Texas
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