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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 20, 1999
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Cooper Cameron Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-13884 76-0451843
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515 Post Oak Boulevard, Suite 1200, Houston, Texas 77027
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (713) 513-3300
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On August 20, 1999, Cooper Cameron Corporation issued a press release
announcing that it had entered into an agreement to sell its rotating
(centrifugal) compressor, power turbine and En-Tronic (R) controls business to
Rolls-Royce plc. This release is filed as an exhibit hereto and is
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
No. Description
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99.l Press Release dated August 20, 1999 of Cooper Cameron Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COOPER CAMERON CORPORATION
By: /s/ William C. Lemmer
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William C. Lemmer
Vice President, General Counsel and
Secretary
Date: August 27, 1999
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press Release dated August 20, 1999 of Cooper Cameron Corporation.
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EXHIBIT 99.1
(Cooper Cameron Logo)
_________
99-8
CONTACT: R. Scott Amann
Vice President, Investor Relations
(713) 513-3344
Cooper Cameron in agreement to sell rotating compressor business to Rolls-Royce
HOUSTON (August 20, 1999) -- Cooper Cameron Corporation (NYSE: CAM) has entered
into an agreement to sell its rotating (centrifugal) compressor, power turbine
and En-Tronic(R) controls business to Rolls-Royce plc for approximately $180
million. The closing of the transaction, which is subject to government
approval and certain other conditions, is expected to be completed by the end
of September 1999. During 1998, this business generated approximately $190
million in revenues as part of the Cooper Energy Services (CES) division of
Cooper Cameron.
CES has partnered with Rolls-Royce for more than twenty years through
an equally-owned marketing joint venture company, Cooper Rolls, Inc., which
markets CES' rotating compressors and power turbines, in combination with gas
generators from Rolls-Royce, to worldwide energy markets under the Cooper
Rolls(TM) and Coberra(R) brand names. Rolls- Royce will acquire the CES
manufacturing and service locations in Mount Vernon, OH in the United States;
Hengelo in the Netherlands; and Liverpool in the United Kingdom.
Cooper Cameron Chairman, President and Chief Executive Officer Sheldon
R. Erikson said that Cooper Cameron and CES will continue to manufacture, sell
and service reciprocating engines and compressors under the Ajax(R) and
Superior(R) brand names. Erikson also noted that the Rolls-Royce transaction
will have no impact on Cooper Cameron's Buffalo, NY-based Cooper
Turbocompressor operation, which provides air compression equipment for
non-energy applications.
SALE REPRESENTS ANOTHER SIGNIFICANT STEP IN RESTRUCTURING OF COOPER CAMERON'S
ENERGY-RELATED COMPRESSION BUSINESS
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Erikson observed that the sale of the rotating compressor business is
an integral part of the Company's continuing efforts to improve the
profitability of its operations. "CES will now devote its resources to further
improvement in manufacturing, selling and servicing its reciprocating engines
and compressors, which are sold primarily into North American gas markets," he
said.
In mid-July, CES announced the closure of its underutilized foundry
and associated machining operations in Grove City, PA, and its plans to fill
its casting and machining requirements from third-party suppliers. Later that
month, CES reached a decision to also close its warehousing and certain
machining operations in Mount Vernon, OH, and transfer work from that location
to other Cooper Cameron facilities, primarily in Oklahoma and Texas. The CES
plant in Springfield, OH will continue to serve as a manufacturer of engines
for the Ajax and Superior lines of reciprocating compressors.
Erikson said the process of closing the referenced facilities and
transferring operations is expected to be complete by mid-year 2000. He noted
that with the sale of the rotating compression business, the nonrecurring
charges will be somewhat less than the previously announced $40 million and the
noncash facility writedowns should be closer to $15 million than the original
$15-20 million estimate. "Once the closings are complete," Erikson said, "we
expect to generate cost savings of approximately $9 million per year."
Erikson said, "We are pleased to reach this agreement, which not only
fits into our overall plan, but also provides Rolls-Royce with the opportunity
to enhance its worldwide market presence, expand its installed base of
aeroderivative engines in the transmission and power generation fields and
improve the utilization and efficiency of the business's facilities. We have
long believed that consolidation was the best avenue for improving long-term
performance in the worldwide rotating compressor market. Our exit from that
business and Rolls-Royce's expansion of its position is a win-win scenario."
Cooper Cameron Corporation (NYSE: CAM) is a leading international
manufacturer of oil and gas pressure control equipment, including valves,
wellheads, controls, chokes, blowout preventers and assembled systems for oil
and gas drilling, production and transmission used in onshore, offshore and
subsea applications. Cooper Cameron is also a leading manufacturer of
centrifugal air compressors, integral and separable reciprocating engines,
compressors and turbochargers.
Rolls-Royce plc is a global company meeting present and future
requirements of aerospace, defence and energy markets, with facilities in 14
countries. Its core gas turbine technology has created one of the broadest
ranges of aero engines in the world, with 55,000 engines in service with 300
airlines, 2,400 corporate and utility operators and more than 100
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armed forces, powering both fixed-wing and rotary wing aircraft. In addition,
more than 30 navies use Rolls-Royce propulsion. Energy markets include the oil
and gas industry and power generation.
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Visit Cooper Cameron's home page on the World Wide Web at www.coopercameron.com
In addition to the historical data contained herein, this document includes
forward-looking statements regarding the future revenues and profitability of
the Company, as well as expectations regarding savings from future
restructuring activities, made in reliance upon the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The Company's actual
results may differ materially from those described in forward-looking
statements. Such statements are based on current expectations of the Company's
performance and are subject to a variety of factors, not under the control of
the Company, which can affect the Company's results of operations, liquidity or
financial condition. Such factors may include overall demand for the Company's
products; changes in the price of (and demand for) oil and gas in both domestic
and international markets; political and social issues affecting the countries
in which the Company does business; fluctuations in currency markets worldwide;
and variations in global economic activity. In particular, current and
projected oil and gas prices directly affect customers' spending levels and
their related purchases of the Company's products and services; as a result,
changes in price expectations may lead to changes in the Company's cost
structure, staffing or spending levels and thus impact the Company's financial
results.
Because the information herein is based solely on data currently
available, it is subject to change as a result of changes in conditions such as
those described above, and should not therefore be viewed as assurance
regarding the Company's future performance. Additionally, the Company is not
obligated to make public indication of such changes unless required under
applicable disclosure rules and regulations.
