<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:
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>
COOPER CAMERON CORPORATION RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
Page
<S> <C>
Report of Independent Public Accountants 1
Audited Financial Statements
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Signature 15
Consent of Independent Public Accountants 16
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN
AT DECEMBER 30, 1999 AND 1998 AND
FOR THE YEAR ENDED DECEMBER 30, 1999
<PAGE>
Cooper Cameron Corporation Retirement Savings Plan
Financial Statements
At December 30, 1999 and 1998 and for the year ended December 30, 1999
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... 3
Notes to Financial Statements............................... 4
</TABLE>
<PAGE>
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, 1999 and 1998, and the related statement of changes in net assets
available for benefits for the year ended December 30, 1999. 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 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 Plan at
December 30, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 30, 1999, in conformity with accounting
principles generally accepted in the United States.
/s/ Ernst & Young LLP
June 22, 2000
1
<PAGE>
Cooper Cameron Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 30
1999 1998
--------------------------------
<S> <C> <C>
Assets
Contributions receivable:
Employer $ 669,692 $ 847,009
Employee - 1,163,262
--------------------------------
Total contributions receivable 669,692 2,010,271
Plan interest in Cooper Cameron
Corporation Master Trust for Defined
Contribution Plans (Notes 1 and 2): 316,063,800 263,820,785
--------------------------------
Net assets available for benefits $316,733,492 $265,831,056
================================
</TABLE>
See accompanying notes.
2
<PAGE>
Cooper Cameron Corporation Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 30, 1999
<TABLE>
<CAPTION>
Additions:
Contributions:
<S> <C>
Employer $ 8,623,576
Employee 14,925,536
------------
Total contributions 23,549,112
Net investment gain from Cooper Cameron Corporation
Master Trust for Defined Contribution Plans, net of 79,996,488
expenses (Note 2)
------------
Total additions 103,545,600
Deduction:
Benefits paid to participants 28,389,985
Other changes in net assets:
Net asset withdrawals (Note 6) (24,253,179)
------------
Net increase 50,902,436
Net assets available for benefits at beginning of year 265,831,056
------------
Net assets available for benefits at end of year $316,733,492
============
</TABLE>
See accompanying notes.
3
<PAGE>
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements
December 30, 1999
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. Certain 1998 amounts have been reclassified to conform to the 1999
presentation.
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.
4
<PAGE>
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENTS
The Plan's investments are held in the Cooper Cameron Corporation Master Trust
(the "Master Trust"). The Chase Manhattan Bank, N.A. was the trustee of the Plan
through July 31, 1999 and held the assets of the Master Trust. Effective August
1, 1999, Nationwide Trust Company is the trustee of the Plan. 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 Plan's beneficial interest in the investment accounts as of December 30,
1999 and 1998.
<TABLE>
<CAPTION>
BENEFICIAL INTEREST
DECEMBER 31
1999 1998
-------------------------------
<S> <C> <C>
Cooper Cameron Stock Fund 96.16% 92.11%
Fidelity Growth Fund (no longer available to - 82.16
this plan)
Vanguard Balanced Index (no longer available to - 79.65
this plan)
Money Market Fund (no longer available) - 79.24
PRIMCO Stable Value Fund (referred to as the
Fixed Income Fund prior to August 1, 1999) 82.01 70.83
Bankers Trust Institutional Equity 500 Index
Fund (referred to as the Stock Market Fund
prior to August 1, 1999) 91.54 91.68
PIMCO Total Return A Fund (new fund effective
August 1, 1999) 86.18 -
Washington Mutual Investors Fund
(new fund effective August 1, 1999) 86.23 -
MFS Massachusetts Investors Growth A Fund
(new fund effective August 1, 1999) 90.11 -
Franklin Balance Sheet Investment A Fund
(new fund effective August 1, 1999) 87.25 -
Lord Abbett Developing Growth A Fund
(new fund effective August 1, 1999) 87.46 -
EuroPacific Growth Fund (new fund effective 89.32 -
August 1, 1999)
Real Estate Fund 100.00 100.00
Loan Fund 99.93 99.85
</TABLE>
5
<PAGE>
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
Investments in 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.
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, 1999 and 1998, 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 Master Trust is the collective investment of the assets of
participating employee benefit plans of the Company. Master Trust assets 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 this Plan.
6
<PAGE>
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 tables present the fair value of investments for the separate
investment accounts of the Master Trust in which the plan participates:
<TABLE>
<CAPTION>
PRIMCO
STABLE VALUE
COOPER WASHINGTON FUND
CAMERON MUTUAL (PREVIOUSLY
STOCK INVESTORS FIXED INCOME
DECEMBER 30, 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 Investor's Fund - 30,309,599 -
MFS Massachusetts Investors Growth A Fund - - -
Bankers Trust Institutional Equity 500 Index - - -
PIMCO Total Return A Fund - - -
Franklin Balance Sheet Investment A Fund - - -
Lord Abbett Developing Growth A Fund - - -
EuroPacific Growth Fund - - -
Investments at estimated fair value or contract value:
Investment contracts - - 48,380,302
PRIMCO Group Trust - - 10,699,540
Loans to participants - - -
Promissory note - - 184,187
Real estate - - -
---------------------------------------------------
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 (PREVIOUSLY THE
INVESTORS REAL ESTATE STOCK MARKET
DECEMBER 30, 1999 GROWTH A 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 - 293,404 -
Cash Management Trust of America - - -
Cooper Cameron Corporation Common Stock - - -
Washington Mutual Investor's Fund - - -
MFS Massachusetts Investors Growth A Fund 46,798,499 - -
Bankers Trust Institutional Equity 500 Index - - 49,678,569
PIMCO Total Return A Fund - - -
Franklin Balance Sheet Investment A Fund - - -
Lord Abbett Developing Growth A Fund - - -
EuroPacific Growth Fund - - -
Investments at estimated fair value or contract value:
Investment contracts - - -
PRIMCO Group Trust - - -
Loans to participants - - -
Promissory note - - -
Real estate - 416,389 -
---------------------------------------------
Total investments 46,798,499 709,793 49,678,569
---------------------------------------------
Total assets 46,798,499 709,793 49,678,569
---------------------------------------------
Liabilities:
Net unsettled purchases of investments 26,493 - 12,180
Cash overdraft - - -
---------------------------------------------
Net assets available to participating plans $46,772,006 $709,793 $49,666,389
=============================================
</TABLE>
<TABLE>
<CAPTION>
FRANKLIN LORD ABBETT
BALANCE SHEET DEVELOPING
PIMCO TOTAL INVESTMENT A GROWTH A
DECEMBER 30, 1999 RETURN A FUND FUND FUND
---------------------------------------------------
<S> <C> <C> <C>
Assets:
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 Investor's Fund - - -
MFS Massachusetts Investors Growth A Fund - - -
Bankers Trust Institutional Equity 500 Index - - -
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 - - -
Investments at estimated fair value or contract value:
Investment contracts - - -
PRIMCO Group Trust - - -
Loans to participants - - -
Promissory note - - -
Real estate - - -
---------------------------------------------------
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>
EUROPACIFIC
DECEMBER 30, 1999 GROWTH FUND LOAN FUND
------------------------------
<S> <C> <C>
Assets:
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 Investor's Fund - -
MFS Massachusetts Investors Growth A Fund - -
Bankers Trust Institutional Equity 500 Index - -
PIMCO Total Return A Fund - -
Franklin Balance Sheet Investment A Fund - -
Lord Abbett Developing Growth A Fund - -
EuroPacific Growth Fund 13,716,073 -
Investments at estimated fair value or contract value:
Investment contracts - -
PRIMCO Group Trust - -
Loans to participants - 7,326,448
Promissory note - -
Real estate - -
-------------------------
Total investments 13,716,073 7,326,448
-------------------------
Total assets 13,716,073 7,326,448
-------------------------
Liabilities:
Net unsettled purchases of investments 8,760 -
Cash overdraft - -
-------------------------
Net assets available to participating plans $13,707,313 $7,326,448
=========================
</TABLE>
7
<PAGE>
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
2. SEPARATE INVESTMENT ACCOUNTS OF THE COOPER CAMERON CORPORATION MASTER TRUST
(CONTINUED)
<TABLE>
<CAPTION>
COOPER
CAMERON FIDELITY FIXED MONEY
STOCK GROWTH INCOME MARKET REAL ESTATE
DECEMBER 30, 1998 FUND FUND FUND FUND FUND
-----------------------------------------------------------------------------
Assets:
<S> <C> <C> <C> <C> <C>
Accrued investment income $ 8,363 $ - $ 29,456 $ 86,540 $ 937
Net unsettled sales of investments - - - - -
Investments at fair value as determined by
quoted market prices:
Money Market funds 1,748,278 - 5,850,633 20,110,412 349,126
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 - -
Real estate - - - - 455,885
----------------------------------------------------------------------------
Total investments 53,697,294 24,978,405 82,878,487 20,110,412 805,011
----------------------------------------------------------------------------
Total assets 53,705,657 24,978,405 82,907,943 20,196,952 805,948
----------------------------------------------------------------------------
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 $805,948
============================================================================
</TABLE>
<TABLE>
<CAPTION>
VANGUARD
STOCK BALANCED
MARKET INDEX LOAN
DECEMBER 30, 1998 FUND FUND FUND
----------------------------------------
Assets:
<S> <C> <C> <C>
Accrued investment income $ 3,698 $ - $ -
Net unsettled sales of investments 161,000 - -
Investments at fair value as determined by
quoted market prices:
Money Market funds 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 - - 7,144,213
Plan loans - - -
Real estate - - -
----------------------------------------
Total investments 87,147,355 39,354,834 7,144,213
----------------------------------------
Total assets 87,312,053 39,354,834 7,144,213
----------------------------------------
Liabilities:
Net unsettled purchases of investments - - -
----------------------------------------
Net assets available to participating plans $87,312,053 $39,354,834 $7,144,213
========================================
</TABLE>
8
<PAGE>
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 as determined by quoted market prices for the separate investment
accounts of the Master Trust are as follows:
<TABLE>
<CAPTION>
NET
APPRECIATION INTEREST AND
PERIOD ENDED DECEMBER 30, 1999 (DEPRECIATION) DIVIDENDS
-------------------------------------
<S> <C> <C>
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 - 5,449,799
August 1, 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
effective August 1, 1999) (335,225) 699,164
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
Real Estate Fund - 17,232
Loan Fund - 752,232
</TABLE>
9
<PAGE>
Cooper Cameron Corporation Retirement Savings Plan
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 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 $41,476,275 and $55,573,148 at December 30, 1999 and 1998,
respectively. The contract values of the SICs at December 30, 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 30,
1999, the interest crediting rates for all contracts ranged from 5.9% to 9.5%.
At December 30, 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 30, 1999 and
1998, fair value of the investment contracts in the Stable Value 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.
10
<PAGE>
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
<TABLE>
<CAPTION>
DECEMBER 30
1999 1998
---------------------------
Net assets:
<S> <C> <C>
Interest in Cooper Cameron Stock Fund $37,724,482 $22,746,896
Contribution receivable 669,692 739,985
---------------------------
$38,394,174 $23,486,881
===========================
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 30
1999
------------
Changes in net assets:
<S> <C>
Contributions $ 7,568,504
Net investment gain from Cooper Cameron Corporation Master
Trust for Defined Contribution Plans 22,563,405
Benefits paid to participants (5,536,355)
Transfers (9,688,261)
-----------
Net increase $14,907,293
===========
</TABLE>
4. 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. All employees (except those covered by a collective bargaining
agreement) of the Company and their affiliated subsidiary, Orbit Valve Company,
are eligible to participate in the Plan.
Plan participants can 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%.
11
<PAGE>
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
4. DESCRIPTION OF THE PLAN (CONTINUED)
The Company's matching contributions consist of shares of Company stock, which
are invested in the Cooper Cameron Stock Fund. Participants are 100% vested in
the Company's matching contributions. Participants who have attained age 55 may
elect to make irrevocable transfers of their interest in the Cooper Cameron
Stock Fund in 1% increments to one or more of the allocable funds defined below.
In addition to the matching contributions, the Company makes profit sharing
contributions to specific employees of certain Participating Units as defined in
the Plan. The profit sharing contributions are based on hours actively worked
and specified contribution rates. Hours actively worked include overtime,
holiday, and vacation hours, but exclude any other paid hours for absences
during which no duties are performed. The Company's profit sharing contributions
are allocated among the fund options based on employee elections. Vesting in the
Company's profit sharing contributions is on a graduated scale with 100% vesting
after five years of service. Amounts which are forfeited due to termination of
employment reduce the future profit sharing contributions of the Company.
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 1999 and 1998
were determined on a monthly basis and ranged between 6.15% and 10.25%, 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.
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.
12
<PAGE>
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
5. 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 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.
6. OTHER CHANGES IN NET ASSETS
For the year ended December 30, 1999, net asset withdrawals represent the
following:
<TABLE>
<S> <C>
Net transfer of assets to a plan sponsored by Rolls Royce
due to the sale of one of the Company's divisions to $24,427,769
Rolls Royce
Net transfers from other qualified plans (174,590)
-----------
$24,253,179
===========
</TABLE>
7. 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
1999 1998
-----------------------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $316,063,800 $265,831,056
Amounts allocated to withdrawing
participants - (1,863,985)
------------------------------
Net assets available for benefits per the
Form 5500 $316,063,800 $263,967,071
==============================
</TABLE>
13
<PAGE>
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
7. 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
1999
------------------
<S> <C>
Benefits paid to participants per the financial statements $28,389,985
Less amounts allocated to withdrawing participants at
December 30, 1998 (1,863,985)
Plus amounts allocated to withdrawing participants at
December 30, 1999 -
-----------
Benefits paid to participants per the Form 5500 $26,526,000
===========
</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.
14
<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.
COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN
/s/ Jane L. Crowder
_________________________________________
By: Jane L. Crowder
Member of the Plan Administration
Committee
Date: June 27, 2000
15
