<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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-13884
A. Full title of the Plan and the address of the Plan, if different from
that of the issuer named below:
COOPER CAMERON CORPORATION RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the Plan and the
address of the principal executive office:
COOPER CAMERON CORPORATION
515 Post Oak Boulevard, Suite 1200
Houston, Texas 77027
<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, 1998 AND 1997 AND
FOR THE YEAR ENDED DECEMBER 30, 1998
<PAGE> 4
Cooper Cameron Corporation Retirement Savings Plan
Financial Statements
At December 30, 1998 and 1997 and for the year ended December 30, 1998
CONTENTS
<TABLE>
<CAPTION>
<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
The Participants and Administrator
Cooper Cameron Corporation Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Cooper Cameron Corporation Retirement Savings Plan (the "Plan") as of
December 30, 1998 and 1997, and the related statement of changes in net assets
available for benefits for the year ended December 30, 1998. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 30, 1998 and 1997, and the changes in its net assets available for
benefits for the year ended December 30, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The fund information in the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and the
changes in net assets available for benefits of each fund. The fund information
has been subjected to the auditing procedures applied in our audits of the
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.
June 11, 1999 /s/ ERNST & YOUNG LLP
1
<PAGE> 6
Cooper Cameron Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 30
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Contributions receivable:
Employer $ 847,009 $ 790,622
Employee 1,163,262 1,078,551
------------ ------------
Total contributions receivable 2,010,271 1,869,173
Plan interest in Cooper Cameron Corporation
Master Trust for Defined
Contribution Plans (Notes 1 and 2):
Company Stock Fund 49,238,246 103,091,984
Fidelity Growth Company Fund 20,522,813 13,739,868
Fixed Income Fund 58,720,284 48,712,024
Money Market Fund 16,003,810 12,734,925
Real Estate Fund 805,948 --
Stock Market Fund 80,051,330 55,362,932
Vanguard Balanced Index Fund 31,344,969 12,226,095
Loan Fund 7,133,385 6,637,072
------------ ------------
Total Plan interest in Master Trust 263,820,785 252,504,900
------------ ------------
Net assets available for benefits $265,831,056 $254,374,073
============ ============
</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, 1998
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
----------------------------------------------------------------
FIDELITY
GROWTH FIXED MONEY
COMPANY INCOME MARKET REAL ESTATE
FUND FUND FUND FUND
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ 109,656 $ 239,140 $ 308,728 $ --
Employee 1,968,373 3,390,715 650,937 --
------------- ------------- ------------- -------------
Total contributions 2,078,029 3,629,855 959,665 --
Net investment gain (loss) from Cooper Cameron
Corporation Master Trust for Defined
Contribution Plans, net of expenses (Note 2) 4,086,023 3,194,409 693,213 937
------------- ------------- ------------- -------------
Total additions 6,164,052 6,824,264 1,652,878 937
Deduction:
Benefits paid to participants 1,273,163 6,689,901 1,218,646 34,309
Other changes in net assets:
Interfund transfers 613,532 5,621,818 710,171 383,435
Net asset admissions (Note 5) 1,313,832 4,254,271 2,128,607 455,885
------------- ------------- ------------- -------------
Total other changes 1,927,364 9,876,089 2,838,778 839,320
------------- ------------- ------------- -------------
Net increase (decrease) 6,818,253 10,010,452 3,273,010 805,948
Net assets available for benefits at beginning of year 13,869,236 48,990,217 12,817,880 --
------------- ------------- ------------- -------------
Net assets available for benefits at end of year* $ 20,687,489 $ 59,000,669 $ 16,090,890 $ 805,948
============= ============= ============= =============
<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 $ 104,641 $ 450,674 $ -- $ 8,728,757 $ 10,129,695
Employee 1,333,451 3,264,160 -- -- 15,054,941
------------- ------------- ------------ ------------- -------------
Total contributions 1,438,092 3,714,834 -- 8,728,757 25,184,636
Net investment gain (loss) from Cooper Cameron
Corporation Master Trust for Defined
Contribution Plans, net of expenses (Note 2) 4,390,652 (33,389,831) 569,680 (25,548,962) (28,885,243)
------------- ------------- ------------ ------------- -------------
Total additions 5,828,744 (29,674,997) 569,680 (16,820,205) (3,700,607)
Deduction:
Benefits paid to participants 1,547,101 89,512 472,014 3,083,409 17,718,386
Other changes in net assets:
Interfund transfers (1,570,119) (4,430,823) 398,647 -- --
Net asset admissions (Note 5) 16,469,509 243,967 -- -- 32,875,976
------------- ------------- ------------ ------------- -------------
Total other changes 14,899,390 (4,186,856) 398,647 -- 32,875,976
------------- ------------- ------------ ------------- -------------
Net increase (decrease) 19,181,033 (33,951,365) 496,313 (19,903,614) 11,456,983
Net assets available for benefits at beginning of year 12,312,040 60,676,561 6,637,072 43,390,495 254,374,073
------------- ------------- ------------ ------------- -------------
Net assets available for benefits at end of year* $ 31,493,073 $ 26,725,196 $ 7,133,385 $ 23,486,881 $ 265,831,056
============= ============= ============= ============= =============
</TABLE>
*Ending fund balances include allocated contributions receivable
See accompanying notes.
3
<PAGE> 8
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements
December 30, 1998
1. SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING PRINCIPLES
The accompanying financial statements of the Cooper Cameron Corporation (the
"Company") Retirement Savings Plan (the "Plan") have been prepared on the
accrual basis of accounting in accordance with generally accepted accounting
principles.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect amounts reported in the financial statements and accompanying notes. Such
estimates and assumptions could change in the future as more information becomes
known, which could impact the amounts reported and disclosed herein.
Benefit payments to participants are recorded upon distribution.
INVESTMENTS
At December 30, 1998 and 1997, investments of the Plan consisted of beneficial
interests in the following separate investment accounts of the Cooper Cameron
Corporation Master Trust for Defined Contribution Plans (the "Master Trust"):
Company Stock Fund (92.107% and 94.238%); Fidelity Growth Company Fund (82.163%
and 81.810%); Fixed Income Fund (70.826% and 64.234%); Loan Fund (99.848% and
99.814%); Money Market Fund (79.240% and 85.828%); Real Estate Fund (100% - New
in 1998); Stock Market Fund (91.684% and 91.583%); and Vanguard Balanced Index
Fund (79.648% and 65.297%) (collectively, the "Funds"), as described in Note 2.
The Plan's beneficial interest percentage in each investment account at December
30, 1998 and 1997, respectively, is noted parenthetically next to each
investment account.
The Funds' security transactions are accounted for on the date the securities
are purchased or sold. Investment income is recorded as earned.
The Funds' investments in securities traded on the exchanges are valued at the
last reported sale price on the valuation date. Securities not listed on
exchanges and securities for which no sale was reported on that day are valued
at the last quoted bid price or at fair value as determined by the trustee.
Investments in The Chase Manhattan Bank, N.A. Pooled Investment Trust for
Employee Benefit Plans II - Cash Investment Fund ("Chase
4
<PAGE> 9
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Cash Investment Fund") are stated at cost, which approximates fair value. All
other mutual funds and common/collective funds are valued at fair market value
based upon the quoted market values of the underlying assets.
Investment contracts within the Fixed Income Fund, with varying contract rates
and maturity dates, are stated at contract value. Contract value represents cost
plus accrued income reduced for any reductions in the estimated value of the
investment contract.
Although it is management's intention to hold the investment contracts in the
Fixed Income Fund until maturity, certain investment contracts provide for
adjustments to contract value for withdrawals made prior to maturity.
The Plan's beneficial interest in the Loan Fund consists primarily of monies
borrowed by participants from their account balances in the Funds. Repayments of
principal and interest are allocated to the participants' account balances in
the Funds based on the participants' current investment elections. At December
30, 1998 and 1997, the Plan's beneficial interest in the Loan Fund reflects the
current principal outstanding on these participant loans, which approximates
fair value.
2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST
The purpose of the Funds is the collective investment of the assets of
participating employee benefit plans of the Company. The Funds' assets are
allocated among participating plans by assigning to each plan those transactions
(primarily contributions and benefit payments) which can be specifically
identified and allocating among all plans, in proportion to the fair value of
the assets assigned to each plan, the income and expenses resulting from the
collective investment of the assets of the Funds. Certain Funds include assets
of other employee benefit plans in addition to this Plan.
5
<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 MONEY
STOCK COMPANY INCOME LOAN MARKET
DECEMBER 30, 1998 FUND FUND FUND FUND FUND
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Assets:
Accrued investment income $ 8,363 $ -- $ 29,456 $ -- $ 86,540
Net unsettled sales of investments -- -- -- -- --
Investments at fair value as determined by quoted
market prices:
Chase Cash Investment Fund 1,748,278 -- 5,850,633 -- 20,110,412
Cooper Cameron Corporation Common Stock 51,949,016 -- -- -- --
Fidelity Growth Company Fund -- 24,978,405 -- -- --
U.S. Stock Index Fund -- -- -- -- --
Vanguard Balanced Index Fund -- -- -- -- --
Investments at estimated fair value or contract value:
Investment contracts -- -- 75,756,490 -- --
Loans to participants -- -- -- 7,144,213 --
Plan loans -- -- 1,271,364 -- --
Real estate -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Total investments 53,697,294 24,978,405 82,878,487 7,144,213 20,110,412
----------- ----------- ----------- ----------- -----------
Total assets 53,705,657 24,978,405 82,907,943 7,144,213 20,196,952
----------- ----------- ----------- ----------- -----------
Liabilities:
Net unsettled purchases of investments 247,974 -- -- -- --
----------- ----------- ----------- ----------- -----------
Net assets available to participating plans $53,457,683 $24,978,405 $82,907,943 $ 7,144,213 $20,196,952
=========== =========== =========== =========== ===========
<CAPTION>
VANGUARD
STOCK BALANCED
REAL ESTATE MARKET INDEX
DECEMBER 30, 1998 FUND FUND FUND
----------- ----------- -----------
<S> <C> <C> <C>
Assets:
Accrued investment income $ 937 $ 3,698 $ --
Net unsettled sales of investments -- 161,000 --
Investments at fair value as determined by quoted
market prices:
Chase Cash Investment Fund 349,126 839,027 --
Cooper Cameron Corporation Common Stock -- -- --
Fidelity Growth Company Fund -- -- --
U.S. Stock Index Fund -- 86,308,328 --
Vanguard Balanced Index Fund -- -- 39,354,834
Investments at estimated fair value or contract value:
Investment contracts -- -- --
Loans to participants -- -- --
Plan loans -- -- --
Real estate 455,885 -- --
----------- ----------- -----------
Total investments 805,011 87,147,355 39,354,834
----------- ----------- -----------
Total assets 805,948 87,312,053 39,354,834
----------- ----------- -----------
Liabilities:
Net unsettled purchases of investments -- -- --
----------- ----------- -----------
Net assets available to participating plans $ 805,948 $87,312,053 $39,354,834
=========== =========== ===========
</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 MONEY
STOCK COMPANY INCOME LOAN MARKET
DECEMBER 30, 1997 FUND FUND FUND FUND FUND
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets:
Accrued investment income $ 9,336 $ -- $ 47,042 $ -- $ 71,465
Investments at fair value as determined by quoted
market prices:
Chase Cash Investment Fund 1,786,660 -- 12,699,017 -- 14,766,289
Chase S&P 500 Index Fund -- -- -- -- --
Cooper Cameron Corporation Common Stock 107,599,486 -- -- -- --
Fidelity Growth Company Fund -- 16,795,005 -- -- --
Vanguard Balanced Index Fund -- -- -- -- --
Investments at estimated fair value or contract value:
Investment contracts -- -- 63,089,937 -- --
Loans to participants -- -- -- 6,649,472 --
------------ ------------ ------------ ------------ ------------
Total investments 109,386,146 16,795,005 75,788,954 6,649,472 14,766,289
------------ ------------ ------------ ------------ ------------
Net assets available to participating plans $109,395,482 $ 16,795,005 $ 75,835,996 $ 6,649,472 $ 14,837,754
============ ============ ============ ============ ============
<CAPTION>
VANGUARD
STOCK BALANCED
MARKET INDEX
DECEMBER 30, 1997 FUND FUND
------------ ------------
<S> <C> <C>
Assets:
Accrued investment income $ 90,190 $ --
Investments at fair value as determined by quoted
market prices:
Chase Cash Investment Fund 1,057,597 --
Chase S&P 500 Index Fund 59,303,072 --
Cooper Cameron Corporation Common Stock -- --
Fidelity Growth Company Fund -- --
Vanguard Balanced Index Fund -- 18,723,573
Investments at estimated fair value or contract value:
Investment contracts -- --
Loans to participants -- --
------------ ------------
Total investments 60,360,669 18,723,573
------------ ------------
Net assets available to participating plans $ 60,450,859 $ 18,723,573
============ ============
</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 (depreciation) in fair value of
investments for the separate investment accounts of the Master Trust are as
follows:
<TABLE>
<CAPTION>
FIDELITY
COMPANY GROWTH FIXED MONEY
STOCK COMPANY INCOME LOAN MARKET
YEAR ENDED DECEMBER 30, 1998 FUND FUND FUND FUND FUND
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net appreciation (depreciation) in fair value of
investments as determined by quoted market prices:
Chase S&P 500 Index Fund $ -- $ -- $ -- $ -- $ --
Cooper Cameron Corporation Common Stock (63,125,161) -- -- -- --
Fidelity Growth Company Fund -- 3,282,821 -- -- --
U.S. Stock Index Fund -- -- -- -- --
Vanguard Balanced Index Fund -- -- -- -- --
------------ ------------ ------------ ------------ ------------
(63,125,161) 3,282,821 -- -- --
Interest and dividends 344,981 1,715,458 5,022,488 570,555 914,303
------------ ------------ ------------ ------------ ------------
$(62,780,180) $ 4,998,279 $ 5,022,488 $ 570,555 $ 914,303
============ ============ ============ ============ ============
<CAPTION>
VANGUARD
STOCK BALANCED
REAL ESTATE MARKET INDEX
YEAR ENDED DECEMBER 30, 1998 FUND FUND FUND
------------ ------------ ------------
<S> <C> <C> <C>
Net appreciation (depreciation) in fair value of
investments as determined by quoted market prices:
Chase S&P 500 Index Fund $ -- $ 14,105,672 $ --
Cooper Cameron Corporation Common Stock -- -- --
Fidelity Growth Company Fund -- -- --
U.S. Stock Index Fund -- 3,653,901 --
Vanguard Balanced Index Fund -- -- 4,572,042
------------ ------------ ------------
-- 17,759,573 4,572,042
Interest and dividends 937 1,053,346 1,039,822
------------ ------------ ------------
$ 937 $ 18,812,919 $ 5,611,864
============ ============ ============
</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 synthetic bank and insurance
company investment contracts ("SICs") and in guaranteed investment contracts
("GICs"). The GICs are promises by an insurance company or a bank to repay the
principal plus accrued income at contract maturity. SICs differ from GICs in
that the assets supporting the SICs are owned by the Master Trust. The bank or
insurance company issues a wrapper contract that allows participant-directed
transactions to be made at contract value. Wrapper contracts are valued as the
difference between the fair value of the supporting assets and the contract
value. The assets supporting the SICs owned by the Master Trust are composed of
corporate bonds, asset-backed bonds, mutual funds, and common trust funds with a
fair value of $55,573,148 and $27,501,143 at December 30, 1998 and 1997,
respectively. The contract values of the SICs at December 30, 1998 and 1997 were
$54,603,992 and $27,069,062, respectively.
Interest crediting rates on the contracts in the Fixed Income Fund are generally
determined at the time of purchase. At December 30, 1998, the interest crediting
rates for all contracts ranged from 5.7% to 9.5%. At December 30, 1997, the
interest crediting rates for all contracts ranged from 5.5% to 9.5%.
For 1998 and 1997, the average annual yield for the investment contracts in the
Fixed Income Fund was 6.4% and 6.6%, respectively. At December 30, 1998 and
1997, fair value of the investment contracts in the Fixed Income Fund was
estimated to be approximately 102% and 101% of contract value, respectively.
Fair value was estimated by discounting the weighted average of the Fixed Income
Fund's cash flows at the then-current interest crediting rate for a comparable
maturity investment contract.
3. DESCRIPTION OF THE PLAN
The Plan is a contributory, defined contribution plan sponsored by the Company,
with cash or deferred provisions described in Section 401(k) of the Internal
Revenue Code. The Plan has been extended to the employees of certain employment
units and/or locations ("participating units") identified in the Plan document.
9
<PAGE> 14
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. DESCRIPTION OF THE PLAN (CONTINUED)
Effective September 30, 1998, the Orbit Valve Company Employee Savings Plan and
the Orbit Valve Company Profit Sharing Plan were merged into the Plan as a
result of the Company's acquisition of Orbit Valve Company in April 1998. Orbit
Valve Company adopted the Plan effective September 30, 1998.
Participants of the Plan, excluding those of the participating units, may elect
to make pre-tax contributions from 1% to 16% of compensation. The Company
matches 100% of the employee contributions up to a maximum of 3%, and 50% of
additional employee contributions, up to 6%.
Company-matching contributions, excluding contributions made on behalf of
participating units, consist of shares of Company stock which are invested in
the Company Stock Fund. Participants are 100% vested in these matching
contributions. Participants who have attained the age of 55 may elect to make
irrevocable transfers of their interest ("employer contributions") in the
Company Stock Fund in 1% increments to one or more of the allocable funds as
defined below.
Employee contributions for participating units are based on hours actively
worked and elected contribution rates. Electing to contribute is completely
voluntary and these contributions are immediately 100% vested.
The Company contributes an amount to the account of all members of certain
participating units. The Company contributions are allocated among the fund
options based upon employee elections. These contributions are based on hours
worked during the month, including overtime, holiday, and vacation hours, but
excluding any other paid hours for any other absences during which no duties are
performed. Vesting in participating unit contributions is on a graduated scale,
with 100% at five years. Amounts which are forfeited due to termination of
employment reduce the future participating unit contributions of the Company.
Participants may elect to have their contributions allocated in 1% increments to
one or more of the following funds within the Master Trust: Stock Market Fund,
Money Market Fund, Fixed Income Fund, Fidelity Growth Company Fund, Vanguard
Balanced Index Fund, or the Company Stock Fund ("allocable funds"). Participants
can not direct contributions in or transfers from the Real Estate Fund.
Allocations among the funds (excluding the Real Estate Fund) may be changed at
the participant's discretion on a daily basis.
10
<PAGE> 15
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. DESCRIPTION OF THE PLAN (CONTINUED)
The Plan provides benefits for eligible participants upon retirement, death,
termination, or permanent disability, according to the form of payment elected
by the participant within the limitations defined in the Plan. Any distributions
from the Plan, other than distributions from the Company Stock Fund, shall be
made in cash or an annuity. Any distributions from the Company Stock Fund shall
be made in the form of either cash or Company stock with respect to whole shares
and cash with respect to partial shares or interests not invested in Company
stock.
Any participant, who is receiving compensation other than severance pay from the
Company and has not had an outstanding loan from the Plan for at least one
month, may apply for a loan. Any loan granted to such a participant shall be
deemed an investment made for such participant's benefit and shall be held and
reflected in the separate accounts of such a participant as a charge for the
principal amount of the loan. The interest rate charged on the loan is a fixed
rate for the term of the loan (maximum of five years) as determined by the
Company in the year of issuance. The interest rates for loans in 1998 and 1997
were determined on a monthly basis and ranged between 9% and 9.5%, and 9.25% and
9.5%, respectively. Loan repayments of principal and interest are allocated back
to the separate accounts based on the participant's current investment election.
Should the Plan terminate, the assets will be distributed according to the total
amount in each participant's account, including earnings thereon and less
related benefits and expenses. Distributions shall be made as soon as
practicable to members or their beneficiaries by payment in a lump sum.
Information about the Plan, the funding, vesting, and benefit provisions is
contained in the Summary Plan Description. A copy of this pamphlet is available
at the Company's Corporate Office.
4. INCOME TAX STATUS
The Plan has been designed to meet the requirements of the Internal Revenue Code
("IRC") under Section 401(a) and, therefore, is not subject to tax under present
income tax laws. A favorable determination letter was received from the Internal
Revenue Service on September 30, 1997. Once qualified, the Plan is required to
operate in conformity with the IRC to maintain its qualification. The Company
believes that the Plan is currently designed and being operated in compliance
with the applicable requirements of the IRC. The Plan has been amended since
receiving the determination letter. However, the Company believes that the Plan
is currently designed and being operated in compliance with the applicable
requirements of the IRC.
11
<PAGE> 16
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
5. OTHER CHANGES IN NET ASSETS
For the year ended December 30, 1998, net asset admissions (withdrawals)
represent the following:
<TABLE>
<S> <C>
Merger of participants' account balances from the Orbit Valve
Company Profit Sharing Plan and the Orbit Valve Company
Employee Savings Plan
$ 31,942,639
Net transfers from other qualified plans 946,935
Net transfers to the Cooper Cameron Corporation Retirement Plan (370,075)
Other, net 356,477
------------
$ 32,875,976
============
</TABLE>
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
1998 1997
------------- -------------
<S> <C> <C>
Net assets available for benefits per the financial
statements
$ 265,831,056 $ 254,374,073
Amounts allocated to withdrawing participants (1,863,985) (469,542)
------------- -------------
Net assets available for benefits per the Form 5500 $ 263,967,071 $ 253,904,531
============= =============
</TABLE>
12
<PAGE> 17
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED)
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 30 1998
----------------
<S> <C>
Benefits paid to participants per the financial statements $ 17,718,387
Less amounts allocated to withdrawing participants at December 30,
1997 (469,542)
Plus amounts allocated to withdrawing participants at December 30,
1998 1,863,985
------------
Benefits paid to participants per the Form 5500 $ 19,112,830
============
</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.
7. YEAR 2000 ISSUE (UNAUDITED)
The Company has determined that it will be necessary to take certain steps in
order to ensure that the Plan's information systems are prepared to handle year
2000 dates. The Company is taking a two-phase approach. The first phase
addresses internal systems that must be modified or replaced to function
properly. Both internal and external resources are being utilized to replace or
modify existing software applications, and test the software and equipment for
the year 2000 modifications. The Company anticipates substantially completing
this phase of the project by June 1999. Costs associated with modifying software
and equipment are not estimated to be significant and will be paid by the
Company.
13
<PAGE> 18
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
7. YEAR 2000 ISSUE (UNAUDITED) (CONTINUED)
For the second phase of the project, Plan management established formal
communications with its third-party service providers to determine that they
have developed plans to address their own year 2000 problems as they relate to
the Plan's operations. All third-party service providers have indicated that
they will be year 2000 compliant by mid-1999. If modifications of data
processing systems of either the Plan, the Company, or its service providers are
not completed timely, the year 2000 problem could have a material impact on the
operations of the Plan. Plan management has developed a contingency plan in the
event that all systems are not year 2000 ready.
14
<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/ Jane L. Crowder
- ----------------------------------------
By: Jane L. Crowder
Member of the Plan Administration
Committee
Date: June 29, 1999
15
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
23 Consent of Independent Auditors
</TABLE>
<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 11, 1999 with respect to the financial
statements of the Cooper Cameron Retirement Savings Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1998.
ERNST & YOUNG LLP
June 24, 1999
Houston, Texas
