<PAGE>
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, 1999
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:
INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING
UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION
MISSOURI CITY, TEXAS FACILITY
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>
INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING
UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION
MISSOURI CITY, TEXAS FACILITY
<TABLE>
<CAPTION>
Page
<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 4
Notes to Financial Statements 5
Signature 20
Consent of Independent Auditors EXHIBIT 23.1
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
COOPER CAMERON CORPORATION SELECTED
INDIVIDUAL ACCOUNT RETIREMENT PLANS
DECEMBER 31, 1999 AND 1998
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
Financial Statements
December 31, 1999 and 1998
CONTENTS
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... 4
Notes to Financial Statements............................... 5
<PAGE>
Report of Independent Auditors
Participants and Administrator
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
We have audited the accompanying statements of net assets available for benefits
of the Cooper Cameron Corporation Selected Individual Account Retirement Plans
(the "Plans"), listed on pages 2 and 3, as of December 31, 1999 and 1998, and
the related statement of changes in net assets available for benefits for the
year ended December 31, 1999. These financial statements are the responsibility
of the Plans' management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 Plans at
December 31, 1999 and 1998, and the changes in their net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
/s/ Ernst & Young LLP
June 22, 2000
1
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
Statements of Net Assets Available for Benefits
December 31, 1999
<TABLE>
<CAPTION>
PLAN INTEREST IN
COOPER CAMERON
CORPORATION
MASTER TRUST FOR
EMPLOYER DEFINED NET ASSETS
PLAN CONTRIBUTION CONTRIBUTION PLANS AVAILABLE FOR
NO. PLAN NAME RECEIVABLE (Notes 1 and 2) BENEFITS
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
005 Individual Account Retirement Plan for
Bargaining Unit Employees at the
Cooper Cameron Corporation
Buffalo, New York Plant $ 29,021 $10,170,476 $10,199,497
006 Individual Account Retirement Plan for
Bargaining Unit Employees at the
Cooper Cameron Corporation Grove
City Facility 41,487 15,752,714 15,794,201
007 Individual Account Retirement Plan for
Bargaining Unit Employees at the
Cooper Cameron Corporation
Missouri City, Texas Facility -- 2,693,982 2,693,982
008 Individual Account Retirement Plan for
Hourly-Paid Employees at the
Cooper Cameron Corporation Mount
Vernon Plant 22,569 7,264,513 7,287,082
010 Individual Account Retirement Plan for
Cooper Cameron Corporation Hourly
Employees, IAM, at the Superior
Plant 17,645 4,011,845 4,029,490
</TABLE>
See accompanying notes.
2
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
Statements of Net Assets Available for Benefits (continued)
December 31, 1998
<TABLE>
<CAPTION>
PLAN INTEREST IN
COOPER CAMERON
CORPORATION
MASTER TRUST FOR
EMPLOYER EMPLOYEE DEFINED NET ASSETS
PLAN CONTRIBUTIONS CONTRIBUTIONS CONTRIBUTION PLANS AVAILABLE FOR
NO. PLAN NAME RECEIVABLE RECEIVABLE (Notes 1 and 2) BENEFITS
---------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
005 Individual Account Retirement Plan for Bargaining
Unit Employees at the Cooper Cameron Corporation
Buffalo, New York Plant $33,626 $43,535 $ 7,459,656 $ 7,536,817
006 Individual Account Retirement Plan for Bargaining
Unit Employees at the Cooper Cameron Corporation
Grove City Facility 53,732 42,856 16,017,669 16,114,257
007 Individual Account Retirement Plan for Bargaining
Unit Employees at the Cooper Cameron Corporation
Missouri City, Texas Facility 15,628 12,199 5,959,628 5,987,455
008 Individual Account Retirement Plan for Hourly-Paid
Employees at the Cooper Cameron Corporation Mount
Vernon Plant 86,164 70,738 18,611,814 18,768,716
010 Individual Account Retirement Plan for Cooper
Cameron Corporation Hourly Employees, IAM, at the 16,705 16,090 3,308,643 3,341,438
Superior Plant
</TABLE>
See accompanying notes.
3
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
<TABLE>
<CAPTION>
NET INVESTMENT
GAIN (LOSS) FROM
COOPER CAMERON
CORPORATION MASTER
NET ASSETS TRUST FOR DEFINED
AVAILABLE CONTRIBUTION PLANS
PLAN FOR BENEFITS AT EMPLOYER EMPLOYEE BENEFIT (NET OF EXPENSES)
NO. PLAN NAME JANUARY 1, 1999 CONTRIBUTIONS CONTRIBUTIONS PAYMENTS (NOTES 1 AND 2)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
005 Individual Account Retirement Plan
for Bargaining Unit Employees at the
Cooper Cameron Corporation Buffalo,
New York Plant $ 7,536,817 $311,035 $417,179 $ (338,708) $2,226,428
006 Individual Account Retirement Plan
for Bargaining Unit Employees at the
Cooper Cameron Corporation Grove City
Facility 16,114,257 405,244 331,856 (3,369,581) 2,316,151
007 Individual Account Retirement Plan
for Bargaining Unit Employees at the
Cooper Cameron Corporation Missouri
City, Texas Facility 5,987,455 12,396 17,049 (4,153,067) 907,818
008 Individual Account Retirement Plan
for Hourly-Paid Employees at the
Cooper Cameron Corporation Mount
Vernon Plant 18,768,716 531,929 561,636 (1,003,312) 2,881,014
010 Individual Account Retirement Plan
for Cooper Cameron Corporation Hourly
Employees, IAM, at the Superior Plant 3,341,438 161,171 162,947 (345,356) 709,290
OTHER NET ASSETS
CHANGES IN AVAILABLE FOR
PLAN NET ASSETS BENEFITS AT
NO. PLAN NAME (NOTE 5) DECEMBER 31, 1999
-------------------------------------------------------------------------------------
<C> <S> <C> <C>
005 Individual Account Retirement Plan
for Bargaining Unit Employees at the
Cooper Cameron Corporation Buffalo,
New York Plant $ 46,746 $10,199,497
006 Individual Account Retirement Plan
for Bargaining Unit Employees at the
Cooper Cameron Corporation Grove City (3,726) 15,794,201
Facility
007 Individual Account Retirement Plan
for Bargaining Unit Employees at the
Cooper Cameron Corporation Missouri
City, Texas Facility (77,669) 2,693,982
008 Individual Account Retirement Plan
for Hourly-Paid Employees at the
Cooper Cameron Corporation Mount (14,452,901) 7,287,082
Vernon Plant
010 Individual Account Retirement Plan
for Cooper Cameron Corporation Hourly
Employees, IAM, at the Superior Plant -- 4,029,490
</TABLE>
See accompanying notes.
4
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
Notes to Financial Statements
December 31, 1999
1. SIGNIFICANT ACCOUNTING PRINCIPLES
ACCOUNTING PRINCIPLES
The accompanying financial statements of the Cooper Cameron Corporation (the
"Company") Selected Individual Account Retirement Plans (the "Plans") 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
The Plans' investments are held in the Cooper Cameron Corporation Master Trust
(the "Master Trust"). The Chase Manhattan Bank, N.A. was the trustee of the
Plans through July 31, 1999 and held the assets of the Master Trust. Effective
August 1, 1999, Nationwide Trust Company is the trustee of the Plans. In
conjunction with the change in trustees, some additional investment accounts
were added to the Master Trust and some of the investments within the investment
accounts changed. Following is a summary of the investment accounts of the
Master Trust and the Plans' beneficial interests in the investment accounts as
of December 31, 1999 and 1998.
DECEMBER 31
1999 1998
-------------------------------
Plan 005:
Cooper Cameron Stock Fund 0.84% 1.20%
Fidelity Growth Fund 100.00 2.71
Vanguard Balanced Index Fund 100.00 4.71
Money Market Fund (no longer available) -- 3.25
PRIMCO Stable Value Fund (referred to as the
Fixed Income Fund prior to August 1, 1999) 2.21 2.01
5
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)
DECEMBER 31
1999 1998
-------------------------------
Plan 005 (continued)
Bankers Trust Institutional Equity 500 Index
Fund (referred to as the Stock Market Fund
prior to August 1, 1999) 2.10% 2.26%
PIMCO Total Return A Fund (new fund effective
August 1, 1999) 2.21 --
Washington Mutual Investors Fund (new fund
effective August 1, 1999) 1.88 --
MFS Massachusetts Investors Growth A Fund
(new fund effective August 1, 1999) 1.75 --
Franklin Balance Sheet Investment A Fund
(new fund effective August 1, 1999) 2.80 --
Lord Abbett Developing Growth A Fund (new fund
effective August 1, 1999) 2.74 --
EuroPacific Fund (new fund effective August 1, 3.15 --
1999)
Plan 006:
Cooper Cameron Stock Fund 0.77 1.17
Fidelity Growth Fund (no longer available to -- 5.63
this plan)
Vanguard Balanced Index Fund (no longer
available to this plan) -- 6.01
Money Market Fund (no longer available) -- 3.84
PRIMCO Stable Value Fund (referred to as the
Fixed Income Fund prior to August 1, 1999) 8.91 10.70
Bankers Trust Institutional Equity 500 Index
Fund (referred to as the Stock Market Fund
prior to August 1, 1999) 3.33 2.26
PIMCO Total Return A Fund (new fund effective
August 1, 1999) 5.82 --
Washington Mutual Investors Fund (new fund
effective August 1, 1999) 6.87 --
6
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
Notes to Financial Statements (continued)
MFS Massachusetts Investors Growth A Fund (new
fund effective August 1, 1999) 4.37 --
7
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)
DECEMBER 31
1999 1998
-------------------------------
Plan 006 (continued)
Franklin Balance Sheet Investment A Fund (new
fund effective August 1, 1999) 4.95% --%
Lord Abbett Developing Growth A Fund (new fund
effective August 1, 1999) 3.77 --
EuroPacific Fund (new fund effective August 1, 3.68 --
1999)
Plan 007:
Cooper Cameron Stock Fund 0.87 1.41
Fidelity Growth Fund (no longer available to -- 0.60
this plan)
Vanguard Balanced Index Fund (no longer
available to this plan) -- 0.99
Money Market Fund (no longer available) -- 1.94
PRIMCO Stable Value Fund (referred to as the
Fixed Income Fund prior to August 1, 1999) 1.97 4.87
Bankers Trust Institutional Equity 500 Index
Fund (referred to as the Stock Market Fund
prior to August 1, 1999) 0.23 0.28
PIMCO Total Return A Fund (new fund effective
August 1, 1999) 0.53 --
Washington Mutual Investors Fund (new fund
effective August 1, 1999) 0.25 --
MFS Massachusetts Investors Growth A Fund (new
fund effective August 1, 1999) 0.29 --
Franklin Balance Sheet Investment A Fund (new
fund effective August 1, 1999) 0.02 --
Lord Abbett Developing Growth A Fund (new fund
effective August 1, 1999) 0.38 --
EuroPacific Fund (new fund effective August 1, 0.15 --
1999)
Plan 008:
Cooper Cameron Stock Fund 0.87 3.61
8
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)
Fidelity Growth Fund (no longer available to -- 7.36
this plan)
DECEMBER 31
1999 1998
-------------------------
Plan 008 (continued)
Vanguard Balanced Index Fund (no longer
available to this plan) --% 7.55%
Money Market Fund (no longer available) -- 10.66
PRIMCO Stable Value Fund (referred to as the
Fixed Income Fund prior to August 1, 1999) 3.15 8.83
Bankers Trust Institutional Equity 500 Index
Fund (referred to as the Stock Market Fund
prior to August 1, 1999) 1.81 2.75
PIMCO Total Return A Fund (new fund effective
August 1, 1999) 2.79 --
Washington Mutual Investors Fund (new fund
effective August 1, 1999) 2.59 --
MFS Massachusetts Investors Growth A Fund (new
fund effective August 1, 1999) 2.06 --
Franklin Balance Sheet Investment A Fund (new
fund effective August 1, 1999) 2.48 --
Lord Abbett Developing Growth A Fund (new fund
effective August 1, 1999) 3.14 --
EuroPacific Fund (new fund effective August 1, 2.23 --
1999)
Plan 010:
Cooper Cameron Stock Fund 0.49 0.51
Fidelity Growth Fund (no longer available to -- 1.52
this plan)
Vanguard Balanced Index Fund (no longer
available to this plan) -- 1.08
Money Market Fund (no longer available) -- 0.83
PRIMCO Stable Value Fund (referred to as the
Fixed Income Fund prior to August 1, 1999) 1.46 2.06
9
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
(Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)
Bankers Trust Institutional Equity 500 Index
Fund (referred to as the Stock Market Fund
prior to August 1, 1999) 0.45 0.41
PIMCO Total Return A Fund (new fund effective
August 1, 1999) 2.02 --
DECEMBER 31
1999 1998
-------------------------------
Plan 010 (continued)
Washington Mutual Investors Fund (new fund
effective August 1, 1999) 1.85% --%
MFS Massachusetts Investors Growth A Fund (new
fund effective August 1, 1999) 1.28 --
Franklin Balance Sheet Investment A Fund (new
fund effective August 1, 1999) 2.24 --
Lord Abbett Developing Growth A Fund (new fund
effective August 1, 1999) 2.29 --
EuroPacific Fund (new fund effective August 1, 1.29 --
1999)
The Master Trust's security transactions are accounted for on the date the
securities are purchased or sold. Investment income is recorded as earned.
The Master Trust's 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.
Money market funds 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 PRIMCO Stable Value Fund, with varying contract
rates and maturity dates, are stated at contract value. Contract value
represents cost plus accrued income. Although it is management's intention to
hold the investment contracts until maturity, certain investment contracts
provide for adjustments to contract value for withdrawals made prior to
maturity.
10
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
Notes to Financial Statments (continued)
1. SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)
FUNDING POLICY
The Company contributes to each participant's account monthly based on hours
actively worked and specific contribution rates. This contribution is also paid
for each hour of overtime, vacation, or holiday, but excludes sick time for
which the employee may be paid. Company contributions are made to the fund
option that the employee elected. Vesting in employer contributions is on a
graduated scale with 100% at five years.
Amounts which are forfeited due to a participant's termination of employment
prior to vesting in employer contributions made on the participant's behalf are
used to reduce the required Company contribution in subsequent periods.
All Plans allow for employee contributions based on hours actively worked and
elected contribution rates. Electing to contribute is completely voluntary, and
these contributions are immediately 100% vested. Participants may elect to have
their contributions allocated in 1% increments to one or more of the investment
accounts within the Master Trust. Allocations among the investment accounts may
be changed at the participant's discretion on a daily basis.
The Company intends to close the Cooper Cameron Corporation Missouri City, Texas
facility. As a result, participants terminating employment at this facility
subsequent to January 1, 1999 were fully vested in their account balances in the
Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper
Cameron Corporation Missouri City, Texas Facility.
The Company intends to close the Cooper Cameron Corporation Grove City Facility.
As a result, participants terminating employment at this facility subsequent to
January 1, 1999 were fully vested in their account balances in the Individual
Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron
Corporation Grove City Facility.
11
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
Notes to Financial Statements (continued)
2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST
The purpose of the Master Trust is the collective investment of the assets of
participating employee benefit plans of the Company. The assets of the Master
Trust are allocated among participating plans by assigning to each plan those
transactions (primarily contributions, participant loan transactions, 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. The
Master Trust includes assets of other employee benefit plans in addition to
those included in these financial statements.
12
<PAGE>
Cooper Cameron Corporation Selected Individual Account Retirement Plans
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>
PRIMCO
STABLE VALUE
COOPER WASHINGTON FUND
CAMERON MUTUAL (PREVIOUSLY
STOCK INVESTORS FIXED INCOME
DECEMBER 31, 1999 FUND FUND FUND)
---------------------------------------------------
Assets:
<S> <C> <C> <C>
Net unsettled sales of investments $ 4,343,163 $ - $ -
Investments at fair value as determined by quoted market prices:
Money Market Funds 239,515 - -
Cash Management Trust of America - - 12,051,274
Cooper Cameron Corporation Common Stock 88,096,553 - -
Washington Mutual Investors Fund - 30,309,599 -
MFS Massachusetts Investors Growth A Fund - - -
Bankers Trust Institutional Equity 500 Index Fund - - -
PIMCO Total Return A Fund - - -
Franklin Balance Sheet Investment A Fund - - -
Lord Abbett Developing Growth A Fund - - -
EuroPacific Growth Fund - - -
Vanguard Balanced Index Fund - - -
Fidelity Growth Company Fund - - -
Investments at estimated fair value or contract value:
Investment contracts - - 48,380,302
PRIMCO Group Trust - - 10,699,540
Promissory note - - 184,187
---------------------------------------------------
Total investments 88,336,068 30,309,599 71,315,303
---------------------------------------------------
Total assets 92,679,231 30,309,599 71,315,303
---------------------------------------------------
Liabilities:
Net unsettled purchases of investments 2,910,760 5,026 225,905
Cash overdraft 3,273,717 - -
---------------------------------------------------
Net assets available to participating plans $86,494,754 $30,304,573 $71,089,398
===================================================
</TABLE>
<TABLE>
<CAPTION>
BANKERS TRUST
INSTITUTIONAL
EQUITY 500
MFS INDEX FUND
MASSACHUSETTS VANGUARD (PREVIOUSLY THE
INVESTORS BALANCED STOCK MARKET
DECEMBER 31, 1999 GROWTH A FUND INDEX FUND FUND)
-------------------------------------------------
Assets:
<S> <C> <C> <C>
Net unsettled sales of investments $ - $ - $ -
Investments at fair value as determined by quoted market prices:
Money Market Funds - - -
Cash Management Trust of America - - -
Cooper Cameron Corporation Common Stock - - -
Washington Mutual Investors Fund - - -
MFS Massachusetts Investors Growth A Fund 46,798,499 - -
Bankers Trust Institutional Equity 500 Index Fund - - 49,678,569
PIMCO Total Return A Fund - - -
Franklin Balance Sheet Investment A Fund - - -
Lord Abbett Developing Growth A Fund - - -
EuroPacific Growth Fund - - -
Vanguard Balanced Index Fund - 1,639,222 -
Fidelity Growth Company Fund - - -
Investments at estimated fair value or contract value:
Investment contracts - - -
PRIMCO Group Trust - - -
Promissory note - - -
---------------------------------------------
Total investments 46,798,499 1,639,222 49,678,569
---------------------------------------------
Total assets 46,798,499 1,639,222 49,678,569
---------------------------------------------
Liabilities:
Net unsettled purchases of investments 26,493 20 12,180
Cash overdraft - - -
---------------------------------------------
Net assets available to participating plans $46,772,006 $1,639,202 $49,666,389
=============================================
</TABLE>
<TABLE>
<CAPTION>
FRANKLIN LORD ABBETT
BALANCE SHEET DEVELOPING
PIMCO TOTAL INVESTMENT A GROWTH A
DECEMBER 31, 1999 RETURN A FUND FUND FUND
---------------------------------------------------
Assets:
<S> <C> <C> <C>
Net unsettled sales of investments $ 142,048 $ - $ -
Investments at fair value as determined by quoted market prices:
Money Market Funds - - -
Cash Management Trust of America - - -
Cooper Cameron Corporation Common Stock - - -
Washington Mutual Investors Fund - - -
MFS Massachusetts Investors Growth A Fund - - -
Bankers Trust Institutional Equity 500 Index Fund - - -
PIMCO Total Return A Fund 29,780,851 - -
Franklin Balance Sheet Investment A Fund - 7,869,609 -
Lord Abbett Developing Growth A Fund - - 9,055,466
EuroPacific Growth Fund - - -
Vanguard Balanced Index Fund - - -
Fidelity Growth Company Fund - - -
Investments at estimated fair value or contract value:
Investment contracts - - -
PRIMCO Group Trust - - -
Promissory note - - -
---------------------------------------------------
Total investments 29,780,851 7,869,609 9,055,466
---------------------------------------------------
Total assets 29,922,899 7,869,609 9,055,466
---------------------------------------------------
Liabilities:
Net unsettled purchases of investments - 1,768 5,166
Cash overdraft - - -
---------------------------------------------------
Net assets available to participating plans $29,922,899 $7,867,841 $9,050,300
===================================================
</TABLE>
<TABLE>
<CAPTION>
FIDELITY
EUROPACIFIC GROWTH COMPANY
DECEMBER 31, 1999 FUND FUND
-----------------------------
Assets:
<S> <C> <C>
Net unsettled sales of investments $ - $ -
Investments at fair value as determined by quoted market prices:
Money Market Funds - -
Cash Management Trust of America - -
Cooper Cameron Corporation Common Stock - -
Washington Mutual Investors Fund - -
MFS Massachusetts Investors Growth A Fund - -
Bankers Trust Institutional Equity 500 Index Fund - -
PIMCO Total Return A Fund - -
Franklin Balance Sheet Investment A Fund - -
Lord Abbett Developing Growth A Fund - -
EuroPacific Growth Fund 13,716,073 -
Vanguard Balanced Index Fund - -
Fidelity Growth Company Fund - 2,247,065
Investments at estimated fair value or contract value:
Investment contracts - -
PRIMCO Group Trust - -
Promissory note - -
---------------------------
Total investments 13,716,073 2,247,065
---------------------------
Total assets 13,716,073 2,247,065
---------------------------
Liabilities:
Net unsettled purchases of investments 8,760 726
Cash overdraft - -
---------------------------
Net assets available to participating plans $13,707,313 $2,246,339
===========================
</TABLE>
13
<PAGE>
Cooper Cameron Corporation Selected Individual Account Retirement Plans
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
CAMERON FIDELITY FIXED MONEY
STOCK GROWTH INCOME MARKET
DECEMBER 31, 1998 FUND FUND FUND FUND
------------------------------------------------------------
Assets:
<S> <C> <C> <C> <C>
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 - - - -
Plan loans - - 1,271,364 -
------------------------------------------------------------
Total investments 53,697,294 24,978,405 82,878,487 20,110,412
------------------------------------------------------------
Total assets 53,705,657 24,978,405 82,907,943 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 $20,196,952
============================================================
</TABLE>
<TABLE>
<CAPTION>
VANGUARD
STOCK BALANCED
MARKET INDEX
DECEMBER 31, 1998 FUND FUND
--------------------------
Assets:
<S> <C> <C>
Accrued investment income $ 3,698 $ -
Net unsettled sales of investments 161,000 -
Investments at fair value as determined by quoted market
prices:
Chase Cash Investment Fund 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 - -
--------------------------
Total investments 87,147,355 39,354,834
--------------------------
Total assets 87,312,053 39,354,834
-------------------------
Liabilities:
Net unsettled purchases of investments - -
--------------------------
Net assets available to participating plans $87,312,053 $39,354,834
==========================
</TABLE>
14
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
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 as determined by quoted market prices for the separate investment
accounts of the Master Trust are as follows:
NET
APPRECIATION INTEREST AND
PERIOD ENDED DECEMBER 31, 1999 (DEPRECIATION) DIVIDENDS
------------------------------------
Cooper Cameron Stock Fund $50,513,020 $ 145,240
Fidelity Growth Fund (no longer available
to this plan) 7,010,022 355,947
Vanguard Balanced Index (no longer
available to this plan) 1,154,744 579,359
Money Market Fund (no longer available) - 613,996
PRIMCO Stable Value Fund (referred to as
the Fixed Income Fund prior to August 1, - 5,449,799
1999)
Bankers Trust Institutional Equity 500
Index Fund (referred to as the Stock
Market Fund prior to August 1, 1999) 8,829,659 1,341,999
PIMCO Total Return A Fund (new fund (335,225) 699,164
effective August 1, 1999)
Washington Mutual Investors Fund (new fund
effective August 1, 1999) (5,090,313) 3,218,213
MFS Massachusetts Investors Growth A Fund
(new fund effective August 1, 1999) 6,688,283 3,400,590
Franklin Balance Sheet Investment A Fund
(new fund effective August 1, 1999) (475,749) 129,407
Lord Abbett Developing Growth A Fund (new
fund effective August 1, 1999) 1,664,408 153,162
EuroPacific Growth Fund (new fund
effective August 1, 1999 2,874,839 434,792
15
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
Notes to Financial Statements (continued)
2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST
(CONTINUED)
PRIMCO STABLE VALUE FUND ("STABLE VALUE FUND")
The Stable Value Fund invests in actively managed Synthetic Bank and Insurance
Company Investment Contracts ("SICs") and in Guaranteed Investment Contracts
("GICs"). The GICs are promises by insurance companies 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 comprised of
corporate bonds, asset backed bonds, mutual funds, and common trust funds with a
fair value of $41,476,275 and $55,573,148 at December 31, 1999 and 1998,
respectively. The contract values of the SICs at December 31, 1999 and 1998 were
$43,324,908 and $54,603,992, respectively.
Interest crediting rates on the GICs in the Stable Value Fund are generally
determined at the time of purchase. Interest crediting rates on the SICs are
reset periodically based on the yields of the supporting assets. At December 31,
1999 the interest crediting rates for all contracts ranged from 5.9% to 9.5%. At
December 31, 1998 the interest crediting rates for all contracts ranged from
5.7% to 9.5%.
For 1999 and 1998, the average annual yield for the investment contracts in the
Stable Value Fund was 7.8% and 6.4%, respectively. At December 31, 1999 and
1998, fair value of the investment contracts in the Fund was estimated to be
approximately 97% and 102% of contract value, respectively. Fair value of the
GICs was estimated by discounting the weighted average of the Stable Value
Fund's cash flows at the then-current interest crediting rate for a comparable
maturity investment contract. Fair value of the SICs is based on the market
value of the assets supporting the SICs.
3. DESCRIPTION OF THE PLANS
Each of the Plans is a profit sharing plan which provides payments to eligible
employees of the respective plans at termination, retirement, death, or
disability.
16
<PAGE>
Cooper Cameron Corporation Selected
Individual Account Retirement Plans
Notes to Financial Statements (continued)
3. DESCRIPTION OF THE PLANS (CONTINUED)
Should the Plans terminate, the assets will be distributed according to the
total amount in each participant's account, including earnings thereon less
related benefits and expenses. Distributions shall be made as soon as
practicable to members or their beneficiaries by payments in lump sum.
Information about the Plans, the funding, vesting, and benefit provisions is
contained in each plan's Summary Plan Description. Copies of these pamphlets are
available at the Company's corporate office.
4. INCOME TAX STATUS
The Plans have been designed to meet the requirements of the Internal Revenue
Code ("IRC") under Sections 401(a) and 501(a) and, therefore, are not subject to
tax under present income tax laws. Once qualified, the Plans are required to
operate in conformity with the IRC to maintain their qualifications. A favorable
determination has been obtained for each of the Plans in which the Internal
Revenue Service stated that each Plan, as then designed, was in compliance with
the applicable requirements of the IRC. All Plans have been amended since
receiving their determination letters. However, the Company believes that the
Plans are 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 31, 1999, net assets of $14,460,264 were transferred
from the Individual Account Retirement Plan for Hourly-Paid Employees at the
Cooper Cameron Corporation Mount Vernon Plant to a plan sponsored by Rolls Royce
due to the sale of one of the Company's divisions to Rolls Royce. All other net
asset admissions (withdrawals) represent the net transfer of participant
balances from (to) other plans sponsored by the Company.
17
<PAGE>
Cooper Cameron Corporation Selected Individual Account Retirement Plans
Notes to Financial Statements (continued)
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 at December 31, 1999:
<TABLE>
<CAPTION>
LESS AMOUNTS
BENEFITS PAID TO ALLOCATED TO
PARTICIPANTS PER WITHDRAWING BENEFITS PAID TO
THE FINANCIAL PARTICIPANTS AT PARTICIPANTS PER
PLAN NO. PLAN NAME STATEMENTS DECEMBER 31, 1998 FORM 5500
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
005 Individual Account Retirement Plan for
Bargaining Unit Employees at the Cooper
Cameron Corporation Buffalo, New York Plant $ 338,708 $ 3,466 $ 335,242
006 Individual Account Retirement Plan for
Bargaining Unit Employees at the Cooper
Cameron Corporation Grove City Facility 3,369,581 29,549 3,340,032
007 Individual Account Retirement Plan for
Bargaining Unit Employees at the Cooper
Cameron Corporation Missouri City, Texas 4,153,067 514,644 3,638,423
Facility
008 Individual Account Retirement Plan for
Hourly-Paid Employees at the Cooper Cameron
Corporation Mount Vernon Plant 1,003,312 2,010 1,001,302
010 Individual Account Retirement Plan for Cooper
Cameron Corporation Hourly Employees, IAM, at
the Superior Plant 345,356 - 345,356
</TABLE>
18
<PAGE>
Cooper Cameron Corporation Selected Individual Account Retirement Plans
Notes to Financial Statements (continued)
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED)
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500 at December 31, 1998:
<TABLE>
<CAPTION>
NET ASSETS
AVAILABLE FOR
BENEFITS PER AMOUNTS ALLOCATED NET ASSETS AVAILABLE
THE FINANCIAL TO WITHDRAWING FOR BENEFITS PER
PLAN NO. PLAN NAME STATEMENTS PARTICIPANTS FORM 5500
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
005 Individual Account Retirement Plan for
Bargaining Unit Employees at the Cooper
Cameron Corporation Buffalo, New York Plant $ 7,536,817 $ (3,466) $ 7,533,351
006 Individual Account Retirement Plan for
Bargaining Unit Employees at the Cooper
Cameron Corporation Grove City Facility 16,114,257 (29,549) 16,084,708
007 Individual Account Retirement Plan for
Bargaining Unit Employees at the Cooper
Cameron Corporation Missouri City, Texas 5,987,455 (514,644) 5,472,811
Facility
008 Individual Account Retirement Plan for
Hourly-Paid Employees at the Cooper Cameron
Corporation Mount Vernon Plant 18,768,716 (2,010) 18,766,706
010 Individual Account Retirement Plan for Cooper
Cameron Corporation Hourly Employees, IAM, at
the Superior Plant 3,341,438 - 3,341,438
</TABLE>
19
<PAGE>
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.
INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING
UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION
MISSOURI CITY, TEXAS FACILITY
/s/ Jane L. Crowder
_________________________________________
By: Jane L. Crowder
Member of the Plan Administration
Committee
Date: June 27, 2000
20
