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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------------------
Commission File Number 1-13884
COOPER CAMERON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 76-0451843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 Post Oak Boulevard
Suite 1200
Houston, Texas
(Address of principal 77027
executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 513-3300
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of Each Exchange on
Title of Each Class Which Registered
------------------- -------------------------
Common Stock, Par Value $0.01 Per Share New York Stock Exchange
Junior Participating Preferred Stock New York Stock Exchange
Purchase Rights
Par Value $0.01 Per Share
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in a definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K of any
amendment to this Form 10-K. [_]
The number of shares of Common Stock, par value $.01 per share, outstanding
as of March 15, 2000 was 51,711,412. The aggregate market value of the Common
Stock, par value $0.01 per share, held by non-affiliates of Registrant as of
March 15, 2000 was approximately $3,113,020,468. For the purposes of the
determination of the above statement amount only, all directors and executive
officers of the Registrant are presumed to be affiliates.
_________________________
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Annual Report to Stockholders for 1999 are incorporated
by reference into Part II.
Portions of Registrant's 2000 Proxy Statement for the Annual Meeting of
Stockholders to be held
May 11, 2000 are incorporated by reference into Part III.
TABLE OF CONTENTS
PAGE
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1999 1999 MARCH 25, 2000
ITEM FORM 10-K ANNUAL REPORT PROXY STATEMENT
- ------- --------- ------------- ---------------
PART I
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1. BUSINESS.......................................................... 1 - -
Markets and Products............................................ 2 - -
Market Issues................................................... 7 - -
New Product Development......................................... 7 - -
Competition..................................................... 9 - -
Manufacturing................................................... 10 - -
Backlog......................................................... 10 - -
Patents, Trademarks and Other Intellectual Property............. 10 - -
Employees....................................................... 11 - -
2. PROPERTIES........................................................ 11 - -
3. LEGAL PROCEEDINGS................................................. 12 - -
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............... 13 - -
PART II
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5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS............................................. 14 - -
6. SELECTED FINANCIAL DATA........................................... 14 55 -
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS........................................... 14 25-33 -
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 15 30-32
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....................... 15 34-54
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE........................................ 15 - -
PART III
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10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................ 15 - 11-12, 24
11. EXECUTIVE COMPENSATION............................................ 17 - 17-20
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT...................................................... 17 - 12-13, 23
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................... 17 - -
PART IV
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14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K........................................................ 17 - -
PART I
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ITEM 1. BUSINESS.
Cooper Cameron Corporation ("Cooper Cameron" or the "Company") 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.
Cooper Cameron's business of manufacturing petroleum production equipment
and compression and power equipment began in the mid-1800's with the manufacture
of steam engines that provided power for plants and textile or rolling mills.
By 1900, with the discovery of oil and gas, Cooper Cameron moved into the
production of natural gas internal combustion engines and gas compressors. The
Company added to its product offering through various acquisitions, in
particular the acquisitions of The Bessemer Gas Engine Company (gas engines and
compressors); Pennsylvania Pump and Compressor (reciprocating air and gas
compressors); Ajax Iron Works (compressors); Superior (engines and compressors);
Joy Petroleum Equipment Group (valves, couplings and wellheads); Joy Industrial
Compressor Group (compressors); and Cameron Iron Works (blowout preventers, ball
valves, control equipment and McEvoy-Willis wellhead equipment and choke
valves).
Cooper Cameron, a Delaware corporation, was incorporated on November 10,
1994. The Company operated as a wholly-owned subsidiary of Cooper Industries,
Inc. ("Cooper") until June 30, 1995, the effective date of the completion of an
exchange offer with Cooper's stockholders resulting in the Company becoming a
separate stand-alone company. The common stock of Cooper Cameron is trading on
the New York Stock Exchange under the symbol "CAM".
In June 1996, Cooper Cameron purchased the assets and assumed certain
operating liabilities of Ingram Cactus Company for approximately $100.5 million
in cash. The business acquired manufactures and sells wellheads, surface
systems, valves and actuators used primarily in onshore oil and gas production
operations, and owned manufacturing facilities in Oklahoma City, Oklahoma and
Broussard, Louisiana, as well as in the United Kingdom and Austria. The Company
also acquired interests in the Ingram Cactus joint ventures in Venezuela and
Malaysia. The operations have now been integrated into those of the Cameron
division.
In October 1996, Cooper Cameron acquired, for its Cameron division, certain
assets and assumed certain liabilities of Tundra Valve & Wellhead Corp., a
Canadian manufacturer of wellheads, trees and valves, for approximately Canadian
$9.8 million. Also, during 1996, Cooper Cameron acquired, for its Cooper Energy
Services division, certain assets of a developer and provider of ignition
systems for gas engines, particularly those used in large-scale gas transmission
installations, for approximately $6.1 million.
1
During 1997, the Company's Cameron division made three small product line
acquisitions totaling $6.3 million.
During 1998, the Company made four acquisitions of companies offering
aftermarket products and services at a cash cost of approximately $15 million.
In April 1998, the Company acquired Orbit Valve International, Inc. ("Orbit(R)")
for approximately $104 million in cash and debt. Orbit became part of the
Cooper Cameron Valves organization. Orbit manufactures and sells high-
performance valves and actuators for the oil and gas and petrochemical
industries. Orbit's primary manufacturing facility is located in Little Rock,
Arkansas with a sales, marketing, assembly, test and warehousing base at
Livingston, Scotland in the United Kingdom.
During 1999, the Company sold its rotating compressor product line business
to Rolls-Royce plc for approximately $200 million. The operations that were sold
had primary facilities in Liverpool, United Kingdom, Hengelo in the Netherlands
and Mt. Vernon, Ohio. The Company decided to divest this product line because it
did not control the key technology of the business (the engine which Rolls-Royce
provides) and had limited aftermarket opportunities.
Also during 1999, the Company's Cameron division acquired the remaining
interest in a joint venture located in Venezuela in which it previously held a
49% equity interest.
BUSINESS SEGMENTS
-----------------
MARKETS AND PRODUCTS
The Company's operations are organized into four separate business segments
which are Cameron, Cooper Cameron Valves, Cooper Energy Services and Cooper
Turbocompressor, each of which is also a division. For additional industry
segment information for each of the three years in the period ended December 31,
1999, see Note 13 of the Notes to Consolidated Financial Statements, which Notes
are incorporated herein by reference in Part II, Item 8 hereof ("Notes to
Consolidated Financial Statements.")
Cameron Division
Cameron manufactures pressure control equipment used at the wellhead in the
drilling for and production and transmission of oil and gas, both onshore and
offshore. The primary products include wellheads, drilling valves, blowout
preventers ("BOPs") and control systems and are marketed under the well-known
brand names Cameron(R), W-K-M(R), McEvoy(R), Willis(R), and Ingram Cactus(R).
The equipment is manufactured in a variety of sizes and to various
specifications with working pressure ratings up to 30,000 pounds per square inch
("p.s.i."). The wellhead equipment is designed to support the casing and
production tubulars and includes casing head housings, casing heads and tubing
heads. Valves of different sizes and design are assembled with other components
into an assembly known as a "christmas tree," which is mounted on the wellhead
equipment and is used to control the flow of oil and gas from a producing well.
Most christmas trees are custom designed to meet individual customer
requirements.
2
Cameron also manufactures subsea production systems, which consist of
equipment used to complete an oil or gas well on the sea floor. Subsea systems
tend to be sophisticated and generally require a high degree of technological
innovation.
In 1993, Cameron introduced its patented SpoolTree(TM) subsea production
system for use in oil and gas fields with subsea completions that require
frequent retrieval of downhole equipment. With the SpoolTree system, well
completion and workover activities can be performed without a workover riser or
removal of the christmas tree and under conventional blowout preventer control,
thereby reducing the time and equipment needed to perform such activities.
Cameron's drilling-related equipment includes ram and annular BOPs. Cameron
has experienced a dramatic increase in its BOP sales over the past few years due
to an increased market focus on and, up until the second half of 1998, improving
fundamentals in the drilling business. Although order levels declined during
the latter part of 1998 and into 1999, a backlog of orders linked to rig
upgrades and new-build construction resulted in increased drilling-related
revenues in 1999. Cameron also produces other drilling-related equipment, the
most important of which are choke manifolds, drilling risers and control
systems.
Additionally, Cameron provides complete integrated elastomer research,
development and manufacturing. These products are used in pressure and flow
control equipment. This technology also supports the petroleum, petrochemical,
rubber molding and plastics industries in the development and testing of
elastomer and plastic products.
The Cameron Willis Chokes business unit was formed in late 1997 to focus
resources on the choke product line with the goal of enhancing Cameron's
performance in this product line. Cameron Willis manufactures production chokes,
control valves, drilling choke systems, actuators, and pigging and production
automation systems. The Company's primary choke manufacturing operations have
now been consolidated into its Longford, Ireland facility.
The Cameron Controls business unit was created in late 1996 with a primary
goal of expanding Cameron's role as a provider of controls equipment. Drilling
and production equipment used on the ocean floor operates from a platform or
other remote location through hydraulic or electronic connections that allow the
operator to measure and control the pressures and throughput associated with
these installations. Cameron Controls' two primary manufacturing assembly and
testing facilities are located in Celle, Germany and Houston, Texas.
The Cameron division has established an aftermarket business unit with a
comprehensive worldwide aftermarket organization that provides replacement
parts, field service, major repairs and overhauls, unit installation assistance
and Total Vendor Management contracts. Cameron also provides an inventory of
repair parts, service personnel, planning services and inventory and storage of
customers' idle equipment.
Cameron primarily markets its petroleum production equipment products
directly to end-users through a worldwide network of sales and marketing
employees, supported by agents in some international locations. Due to the
extremely technical nature of many of the products, the
3
marketing effort is further supported by a staff of engineering employees. The
balance of Cameron's products are sold through established independent
distributors.
Cameron's primary customers include major oil and gas exploration and
production companies, independent oil and gas exploration and production
companies, foreign national oil and gas companies, engineering and construction
companies, drilling contractors and rental equipment companies.
Cooper Cameron Valves Division
Cooper Cameron Valves ("CCV") manufactures valves ranging in sizes from
1/4 inch to 60 inches in diameter and related systems primarily used to control
pressures and direct oil and gas as they are moved from individual wellheads
through flow lines, gathering lines and transmission systems to refineries,
petrochemical plants and industrial centers for processing. Large diameter
valves are used primarily in natural gas transmission lines. Smaller valves are
used in oil and gas gathering and processing systems and in various types of
industrial processes in refineries and petrochemical plants.
Gate valves, ball valves, butterfly valves, Orbit valves, rotary process
valves, block and bleed valves, plug valves, actuators, chokes and aftermarket
parts are marketed under the brand names Cameron(R), W-K-M(R), Orbit(R),
Demco(R), Foster(R) and Thornhill Craver(TM).
CCV markets its equipment and services through a worldwide network of
combined sales and marketing employees, carefully selected distributors and
agents in selected international locations. Due to the extremely technical
nature of many of the products, the marketing effort is further supported by a
staff of engineering employees. CCV's primary customers include major and
independent oil and gas exploration and production companies, foreign national
oil and gas companies, pipeline companies, refining companies and a wide range
of industrial, petrochemical and processing industry companies.
In early 2000, CCV will launch a "Valve Advisor" on the Internet to
facilitate the purchase of engineered products over the web. Customers and
distributors will have ready access to product information, including detailed
technical drawings, product availability and pricing. In addition, this service
will allow CCV to tap into markets that are not covered via existing
distribution channels.
Cooper Energy Services Division
Cooper Energy Services ("CES") provides products and services to the oil
and gas production and transmission, process and power generation markets. The
primary products include engines, integral engine compressors, reciprocating
compressors, turbochargers and aftermarket parts and service. CES markets its
products worldwide under the well-known brand names Ajax(R), Cooper-Bessemer(R),
Superior(R), Enterprise(R), C-B Turbocharger(R), PPC(R), Service Solutions(TM)
and Texcentric(R).
4
CES's reciprocating products include engines and compressors in both
"integral" and "separable" configurations. CES also manufactures four-cycle,
natural gas-fueled, reciprocating power engines in both "in-line" and "V"
configurations.
CES provides the Ajax integral engine-compressors (140 to 880 horsepower),
which combine the engine and compressor on a single drive shaft and are used for
gas re-injection and storage, as well as smaller gathering and transmission
lines. In addition, a line of rotary screw compressors powered by natural gas
engines and electric motor drives was introduced in 1997. CES is continuing to
work on a proprietary 1,150 psi high-pressure rotary screw system.
The Superior internal combustion engines (500 to 3,200 horsepower) are
manufactured by CES to drive compressors for gas compression, generators to
provide power sources, and pumps used for various liquid applications. During
1999, the high speed Superior 2400G engines, available in six, eight, twelve or
sixteen-cylinder configurations, were enhanced with the addition of more user-
friendly controls, detonation-sensing technology and low-compression power
pistons. Development of the Superior HG engine, a new high-horsepower engine for
the compression market, was also initiated during the year.
The Superior reciprocating compressors (400 to 9,000 horsepower) are used
primarily for natural gas applications, including production, storage,
withdrawal, processing and transmission, as well as petrochemical processing.
The new Superior WG compressor series has been introduced in 2000 for large
project applications up to 9,000 horsepower. These high speed separable
compressor units can be matched with either natural gas engine drivers or
electric motors and provide a significant installed cost advantage over
competitive equipment in the same power range.
There is a significant base of Cooper-Bessemer engines and compressors (up
to 30,000 horsepower) for which CES provides replacement parts and service on a
worldwide basis.
During 1999, CES organized into four business units in order to better
focus on the strategic growth, product development, and technical support unique
to its product offerings and to better serve its customers' needs. The four
business units consist of the Superior Engine, Ajax and Superior Compressor,
Aftermarket Parts, and Aftermarket Service business units.
CES also made the decision in 1999 to sell all of its current offering of
new compression equipment domestically through a network of independent
distributors rather than on a direct basis with the end user. These distributors
are offered varying levels of pricing and support depending on their volume of
purchases and whether the products purchased are for their own rental fleets or
for resale. CES expects to have substantially completed its network of
distributors for domestic compression equipment by mid-2000. CES is offering its
power generation equipment domestically through a separate group of independent
distributors and continues to sell both its compression and power equipment
internationally direct to end-users through a network of sales and marketing
employees supported by agents in some locations.
5
In addition to the sale of the rotating business previously described, CES
initiated a significant level of restructuring aimed at improving the
productivity of its manufacturing processes. In June 1999, CES announced the
closing of the Grove City, Pennsylvania plant and foundry. Most of the activity
previously conducted at that location is being outsourced to third parties or
relocated to other CES or Cooper Cameron facilities. In June 1999, the
relocation of the central warehouse in Mt. Vernon, Ohio to Houston, Texas was
announced as well as the relocation of the compressor plant in Mt. Vernon, Ohio
to Waller, Texas. All of these restructuring activities are expected to be
substantially completed in 2000. CES will also continue to outsource other
manufacturing activity during 2000 where significant cost savings can be
achieved.
The primary customers for compression and power equipment include the major
oil and gas companies, large independent oil and gas producers, gas transmission
companies, equipment leasing companies, petrochemical and refining divisions of
oil companies, independent power producers, non-utility generators and chemical
companies.
Cooper Turbocompressor Division
Cooper Turbocompressor ("CTC") markets its products under the brand names
of TurboAir(R), Quad 2000(R), and MSG(R). This division manufactures the
integrally geared centrifugal air compressors of the Joy Industrial Compressor
Group. The compressors are used by industrial plants as a source of power for
the operation of tools, actuation of control devices and to power automatic and
semi-automatic production equipment. These compressors are used in industries
such as automotive, electronic, textile, chemical, food and beverage and general
manufacturing.
In addition, CTC also manufactures integrally geared centrifugal
compressors for process air and gas applications. In these cases, the
compressor is an integral part of the process in industries such as air
separation, chemical, pharmaceutical, fermentation, petrochemical, refining and
synthetic fuel.
The process and plant air centrifugal compressors manufactured by CTC
deliver oil-free compressed gas to the customer, thus preventing oil
contamination of the finished products. Industrial markets worldwide
increasingly prefer oil-free air for quality, safety, operational and
environmental reasons.
CTC provides aftermarket service and repairs on all equipment it produces
through a worldwide network of service centers and field service technicians
utilizing an extensive inventory of parts, including Genuine Joy(R) parts.
Replacement parts are made to the same high quality standards as those used in
new compressors.
CTC expanded its service organization with added training and certification
of its domestic and international distributors in the plant air market. CTC
provides installation and maintenance service labor, parts and factory repairs
and upgrades to its worldwide customers for plant air and process gas
compressors. Aero performance and microprocessor-based control system upgrades,
as well as refurbishing and re-warranting used compressors, was a significant
area of CTC's aftermarket business in 1999.
6
CTC primarily sells its products through sales representatives and
independent distributors supported by a staff of trained product specialists.
Regional application centers, located world-wide, support our customers locally.
CTC is actively expanding its product range through the addition of new
compressor frames (TA 6000 and TA 11000) and the addition of trademark
accessories such as Dry Pac(R) heat compression dryers and Turboblend(R) hydro-
cracked turbomachinery lubricating oil. CTC is also continuing its efforts to
focus on superior customer service.
MARKET ISSUES
Cooper Cameron, through its segments, is one of the market leaders in the
global market for petroleum production equipment. Cooper Cameron believes that
it is well positioned to serve these markets. Plant and service center
facilities around the world in major oil producing regions provide a broad,
global breadth of market coverage.
The international market is expected to be a major source of growth for
Cooper Cameron. The desire of both the developed and the developing countries
to expand their oil and gas transmission capacity for both economic and
political reasons will be one of the primary factors affecting market demand.
Additionally, establishment of industrial infrastructure in the developing
countries will necessitate the growth of basic industries that require plant air
and process compression equipment. Production and service facilities in North
and South America, Europe and the Far East provide the Company with the ability
to serve the global marketplace.
In each of Cooper Cameron's business segments, a large population of
installed engines, compression equipment, and gas and oil production equipment
exists in both the U.S. and international market segments. The rugged, long-
lived nature of the equipment that exists in the field provides a predictable
and profitable repair parts and service business. The Company expects that as
increasing quantities of new units are sold into the international markets,
there will be a continuing growth in market demand for aftermarket parts and
service.
NEW PRODUCT DEVELOPMENT
As petroleum exploration activities have increasingly been focused on
subsea locations, the Cameron division has directed much of its new product
development efforts toward this market. In subsea exploration, customers are
particularly concerned about safety, environmental protection and ease of
installation and maintenance. Cameron's reputation for high quality and high
dependability has given it a competitive advantage in the areas of safety and
environmental protection. A patented subsea production system called the
SpoolTree, which was introduced in 1993, offers substantial cost reduction to
the customer as it is based upon a novel concept that eliminates the need for a
workover riser or removal of the christmas tree during workover. Cameron has
pioneered this concept and has developed similar products for land and platform
applications, which significantly reduce customer costs.
7
Cameron has also introduced the MOSAIC(TM) (Modular Subsea And Integrated
Completions) system. MOSAIC includes a suite of pre-engineered elements with
standard interfaces that can be combined in a fashion to allow customers to
configure a system to meet their specific needs. Cameron believes that it has
chosen to standardize components at a level low enough to give customers the
required customization while providing engineering and manufacturing
efficiencies. Cameron has realigned its engineering and marketing resources to
further develop and market the MOSAIC subsea system and other stand-alone
standardized subsea products, such as christmas trees and wellheads.
Several new drilling products were introduced in 1998 and 1999. These new
products included the 3.5 million-pound load capacity LoadKing(TM) riser system,
which set the industry standard for drilling in 10,000-foot water depths; a new
lightweight and lower-cost locking mechanism for subsea BOPs; and a new
generation of variable-bore ram packers. Additionally, Cameron's Freestanding
Drilling Riser, introduced in 1999, was a winner of the Petroleum Engineer
International Special Meritorious Award for Engineering Innovation.
In May 1998, Cameron opened a new Research Center in Houston, Texas. The
53,000 sq. ft. Research Center is one of the largest product development
facilities in the oil service sector. The facility has 10 specially designed
test bays to test and evaluate Cameron's products under realistic conditions.
These include environmental test chambers to simulate extreme pressures and
temperatures, high-strength fixtures for the application of multi-million pound
tensile and bending loads, high pressure gas compressors and test enclosures, a
hyperbaric chamber to simulate the external pressures of deep water
environments, and two circulation loops for erosion and flow testing. This
Research Center is instrumental in providing Cameron's customers with innovative
and cost-effective products.
In 1997, Cameron Controls successfully launched a new electro-hydraulic
drilling control system that was favorably received in the market. A new subsea
production control system was developed and launched in 1998. This successful
product launch has significantly enhanced the subsea systems offerings for the
company.
In response to customer needs, CES has introduced the new,
higher-horsepower, Superior HG engine. This natural gas-fueled engine is rated
at 5,000 HP (550 HP higher than the nearest competition) and will serve high-end
gas compression and power generation markets worldwide.
As a complement to the HG engine, CES has also initiated the development of
the Superior WG compressor series. These high-speed separable compressor units
can be matched with either natural gas engine drivers (like the HG engine) or
electric motors for upstream production, mid-stream processing and gas
transmission markets. The speed, power and versatility of the WG series provide
a significant installed cost advantage over competitive equipment in the same
power range. CES' first sale of the new unit was for an electric motor-driven
dual gas boosting application, and is to be installed in the third quarter of
2000.
CTC focused product development resources to further expand its high
efficiency plant air compressor line and to provide custom compressors matched
to the latest requirements of its
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industrial gas customers. The latter is being achieved by advances in
aerodynamic and rotor dynamic analytical design capability.
The early 2000 introduction of the TA 6000 and the planned introduction of
the TA 11000 in the fourth quarter of 2000 will extend the CTC standard product
range up to 2,500 horsepower. These new products position CTC as a state-of-the
art supplier of turbo plant air compressors in a wide range of horsepowers.
Other new products include the updated Quad 2000 Controller with state-of-
the-art communication capabilities, heat of compression dryer systems, branded
lubrication oil, and improved aerodynamic compressor stages.
COMPETITION
Cooper Cameron competes in all areas of its operations with a number of
other companies, some of which have financial and other resources comparable to
or greater than those of Cooper Cameron.
Cooper Cameron believes it has a leading position in the petroleum
production equipment markets, particularly with respect to its high-pressure
products. In these markets, Cooper Cameron competes principally with FMC
Corporation, Varco International, Inc., Masterflo, Kvaerner Oil and Gas, Vetco
Gray Inc. (a subsidiary of Asea Brown Boveri), Dril-Quip, Inc. and Hydril
Company. The principal competitive factors in the petroleum production
equipment markets are technology, quality, service and price. Cooper Cameron
believes that several factors give it a strong competitive position in these
markets. Most significant are Cooper Cameron's broad product offering, its
worldwide presence and reputation, its service and repair capabilities, its
expertise in high pressure technology and its experience in alliance and
partnership arrangements with customers and other suppliers.
Cooper Cameron believes it also has a leading position in the compression
and power equipment markets. In these markets, Cooper Cameron competes
principally with Dresser Rand of Ingersoll-Rand Company, Caterpillar Inc., Ariel
Corporation, Waukesha Engine Division of Halliburton Company's Dresser Equipment
Group and Atlas-Copco AB. The principal competitive factors in the compression
and power equipment markets are engineering and design capabilities, product
performance, reliability and quality, service and price. Cooper Cameron believes
that its competitive position is based on several factors. Cooper Cameron has a
broad product offering and, unlike many of its competitors, manufactures and
sells both engines and compressors (both as separate units and packaged together
as a single unit). Cooper Cameron led the industry in the introduction of low
emission engine technology and continues today as an industry leader in this
technology. Cooper Cameron has a highly competent engineering staff and skilled
technical and service representatives, with service centers located throughout
the world.
In all of its markets, Cooper Cameron's products have strong brand
recognition and Cooper Cameron has an established reputation for quality and
service. Cooper Cameron has a significant base of previously-installed products,
which provides a strong demand for aftermarket parts and service. Cooper Cameron
has modern manufacturing facilities and state-of-the-art testing capabilities.
9
MANUFACTURING
Cooper Cameron has manufacturing facilities worldwide that conduct a broad
variety of processes, including machining, fabrication, assembly and testing
using a variety of forged and cast alloyed steels and stainless steel as the
primary raw materials. In recent years, Cooper Cameron has rationalized plants
and products, closed various manufacturing facilities, moved product lines to
achieve economies of scale, and upgraded the remaining facilities.
Manufacturing processes have been improved and significant capital expenditures
have been made. Cooper Cameron maintains advanced manufacturing, quality
assurance and testing equipment geared to the specific products that it
manufactures and uses extensive process automation in its manufacturing
operations. The manufacturing facilities utilize computer aided numeric
controlled tools and manufacturing techniques that concentrate the equipment
necessary to produce similar products in one area of the plant in a
configuration commonly known as a manufacturing cell. One operator in a
manufacturing cell can monitor and operate several machines, as well as assemble
and test products made by such machines, thereby improving operating efficiency
and product quality while reducing the amount of work-in-process and finished
product inventories.
Cooper Cameron believes that its test capabilities are critical to its
overall process. The Company has the capability to test most equipment at full
load, measuring all operating parameters, efficiency and emissions. All process
compressors for air separation and all plant air compressors are given a
mechanical and aerodynamic test in a dedicated test center prior to shipment.
All of Cooper Cameron's European manufacturing plants are ISO certified and
API licensed. Most of the U.S. plants are ISO certified and certification is in
process for the remainder. ISO is an internationally recognized verification
system for quality management.
BACKLOG
Cooper Cameron's backlog was approximately $513 million at December 31,
1999, (approximately 92% of which is expected to be shipped during 2000) as
compared to $790 million at December 31, 1998, and $786 million at December 31,
1997. Backlog consists of customer orders for which a purchase order has been
received, satisfactory credit or financing arrangements exist and delivery is
scheduled.
PATENTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY
Cooper Cameron believes that the success of its business depends more on
the technical competence, creativity and marketing abilities of its employees
than on any individual patent, trademark or copyright. Nevertheless, as part of
its ongoing research, development and manufacturing activities, Cooper Cameron
has a policy of seeking patents when appropriate on inventions concerning new
products and product improvements. Cooper Cameron owns 260 unexpired United
States patents and 683 unexpired foreign patents. During 1999, 80 new patent
applications were filed, more than the last three years combined.
10
Although in the aggregate these patents and Cooper Cameron's trademarks are
of considerable importance to the manufacturing and marketing of many of its
products, Cooper Cameron does not consider any single patent or trademark or
group of patents or trademarks to be material to its business as a whole, except
the Cameron and Cooper-Bessemer trademarks. Other important trademarks used by
Cooper Cameron include Ajax, Superior, TurboAir, MSG, Quad 2000, C-B
Turbocharger, Enterprise, ENOX, Texcentric, Orbit, W-K-M, McEvoy, Willis, Demco,
PPC, Thornhill Craver and Foster. Cooper Cameron has the right to use the
trademark Joy on aftermarket parts until November 2027. Cooper Cameron has
registered its trademarks in the countries where such registration is deemed
material.
Cooper Cameron also relies on trade secret protection for its confidential
and proprietary information. Cooper Cameron routinely enters into
confidentiality agreements with its employees and suppliers. There can be no
assurance, however, that others will not independently obtain similar
information or otherwise gain access to Cooper Cameron's trade secrets.
EMPLOYEES
As of December 31, 1999, Cooper Cameron had approximately 7,200 employees,
of which approximately 1,314 were represented by labor unions. Cooper Cameron
believes its current relations with employees are good. A labor contract
expired during December 1999 covering 126 hourly employees at the Cameron
division in the United Kingdom. Negotiations have now been completed with
respect to a new three-year contract with these employees. The only other
significant labor contracts expiring during 2000 cover 582 Cameron and CCV
hourly and non-exempt employees at locations in France, Mexico, Singapore, the
United Kingdom and Venezuela and 154 hourly employees at the Turbocompressor
division plant in Buffalo, New York. The Turbocompressor employees are
represented by the Machinists Union (IAM) and are covered by a labor agreement
that expires July 30, 2000. Negotiations with the Machinists Union will begin
in the second quarter of 2000.
ITEM 2. PROPERTIES
The Company operates manufacturing plants ranging in size from
approximately 9,500 square feet to approximately 541,000 square feet of
manufacturing space. The Company also owns and leases warehouses, distribution
centers, aftermarket and storage facilities, and sales offices. The Company
leases its corporate headquarters and its Cameron division headquarters office
space in Houston, Texas.
The Company manufactures, markets and sells its products and provides
services throughout the world, operating facilities in numerous countries. On
December 31, 1999, the significant facilities used by Cooper Cameron throughout
the world for manufacturing, distribution, aftermarket services, machining,
storage and warehousing contained an aggregate of approximately 7,656,736 square
feet of space, of which approximately 6,676,962 square feet (87%) was owned and
979,774 (13%) was leased. Of this total, approximately 5,251,698 square feet
(69%) are located in the United States and 1,546,021 square feet (20%) are
located in Europe. The table below lists the significant manufacturing,
warehouse and distribution facilities by industry segment and geographic area.
Cameron and Cooper Cameron Valves share space in certain facilities and, thus,
are being reported together.
11
Asia/Pacific
Western Eastern and
Hemisphere Hemisphere Mideast Total
-------------- ------------- -------------- ----------
Cameron and Cooper Cameron
Valves 17 12 4 33
Cooper Energy Services 21 1 0 22
Cooper Turbocompressor 3 3 0 6
Cooper Cameron believes its facilities are suitable for their present and
intended purposes and are adequate for the Company's current and anticipated
level of operations.
ITEM 3. LEGAL PROCEEDINGS
Cooper Cameron is a party to various legal proceedings and administrative
actions, including certain environmental matters discussed below, all of which
are of an ordinary or routine nature incidental to the operations of the
Company. In the opinion of Cooper Cameron's management, such proceedings and
actions should not, individually or in the aggregate, have a material adverse
effect on the Company's results of operations or financial condition.
Environmental Matters
Cooper Cameron is subject to numerous federal, state, local and foreign
laws and regulations relating to the storage, handling and discharge of
materials into the environment, including the Comprehensive Environmental
Response Compensation and Liability Act ("CERCLA"), the Clean Water Act, the
Clean Air Act (including the 1990 Amendments) and the Resource Conservation and
Recovery Act. Cooper Cameron believes that its existing environmental control
procedures are adequate and it has no current plans for substantial capital
expenditures in this area. Cooper Cameron has a proactive environmental
management program aimed at compliance with existing environmental regulations
and elimination or significant reduction in the generation of pollutants in its
manufacturing processes. Cooper Cameron management intends to continue these
policies and programs.
Cooper Cameron has been identified as a potentially responsible party
("PRP") with respect to five sites designated for cleanup under CERCLA or
similar state laws, which impose liability for cleanup of certain waste sites
and for related natural resource damages without regard to fault or the legality
of waste generation or disposal. Persons liable for such costs and damages
generally include the site owner or operator and persons that disposed or
arranged for
12
the disposal of substances found at those sites. Although CERCLA imposes joint
and several liability on all PRPs, in application, the PRPs typically allocate
the investigation and cleanup costs based upon the volume of waste contributed
by each PRP. Settlements often can be achieved through negotiations with the
appropriate environmental agency or the other PRPs. PRPs that contributed less
than one percent of the waste are often given the opportunity to settle as a "de
minimis" party, resolving liability for a particular site.
Cooper Cameron owns only one of the sites on which it has been identified
as a PRP. With respect to the remaining four sites, Cooper Cameron's share of
the waste volume is estimated and believed to be less than one percent. Cooper
Cameron is the major PRP at one site, the Osborne Landfill in Grove City,
Pennsylvania, which it owns. Cooper Cameron's facility in Grove City disposed
of wastes at the Osborne Landfill from the early 1950s until 1978. A
remediation plan was developed and then accepted by the U.S. Environmental
Protection Agency as the preferred remedy for the site. The construction phase
of the remediation was completed in 1997 and the remaining costs relate to
ground water treatment and monitoring.
Cooper Cameron has accruals in its balance sheet to the extent costs are
known for the five sites. Although estimates of the cleanup costs have not yet
been made for certain of these sites, Cooper Cameron believes, based on its
preliminary review and other factors, that the Company's share of the costs
relating to these sites will not have a material adverse effect on its results
of operations, financial condition or liquidity. However, no assurance can be
given that the actual costs will not exceed the estimates of the cleanup costs
once determined.
Cooper Cameron does not currently anticipate any material adverse effect on
its results of operations, financial condition or competitive position as a
result of compliance with Federal, state, local or foreign environmental laws or
regulations or cleanup costs of the sites discussed above. However, some risk
of environmental liability and other costs is inherent in the nature of Cooper
Cameron's business, and there can be no assurance that material environmental
costs will not arise. Moreover, it is possible that future developments, such
as promulgation of regulations implementing the 1990 amendments to the Clean Air
Act and other increasingly strict requirements of environmental laws and
enforcement policies thereunder, could lead to material costs of environmental
compliance and cleanup by Cooper Cameron.
The cost of environmental remediation and compliance generally has not been
an item of material expense for Cooper Cameron during any of the periods
presented, other than with respect to the Osborne Landfill described above.
Cooper Cameron's balance sheet at December 31, 1999, includes accruals totaling
approximately $1.3 million for environmental remediation activities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fourth quarter of 1999.
13
PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The common stock of Cooper Cameron, par value $.01 per share (together with
the associated Rights to Purchase Series A Junior Participating Preferred
Stock), is traded on The New York Stock Exchange ("NYSE"). No dividends were
paid during 1999.
The following table indicates the range of trading prices on the NYSE from
January 2, 1998 through December 31, 1998 and January 4, 1999 through December
31, 1999.
Price Range ($)
-------------------------------------
High Low Last
-------- --------- ----------
1999
First Quarter.............. 35 7/8 22 1/4 33 7/8
Second Quarter............. 41 5/16 27 3/4 37 1/16
Third Quarter.............. 44 7/16 32 9/16 37 3/4
Fourth Quarter............. 50 33 9/16 48 15/16
1998
First Quarter.............. 66 45 60 3/8
Second Quarter............. 71 49 3/4 51
Third Quarter.............. 53 3/4 20 1/8 28 1/2
Fourth Quarter............. 38 1/8 21 15/16 24 1/2
As of March 1, 2000, the approximate number of stockholders of record of Cooper
Cameron common stock was 2,666. In addition, there were approximately 25,000
beneficial holders of the common stock, representing persons whose stock is in
nominee or "street name" accounts through brokers.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth under the caption "Selected Consolidated
Historical Financial Data of Cooper Cameron Corporation" on page 55 in the 1999
Annual Report to Stockholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The information set forth under the caption "Management's Discussion and
Analysis of Results of Operations and Financial Condition of Cooper Cameron
Corporation" on pages 25-33 in the 1999 Annual Report to Stockholders is
incorporated herein by reference.
14
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
The information for this item is set forth in the section entitled "Market
Risk Information" on pages 30-32 in the 1999 Annual Report to Stockholders and
is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following consolidated financial statements of the Company and the
independent auditors' report set forth on pages 34-54 in the 1999 Annual Report
to Stockholders are incorporated herein by reference:
Report of Independent Auditors.
Consolidated Results of Operations for each of the three years in the
period ended December 31, 1999.
Consolidated Balance Sheets as of December 31, 1999 and 1998.
Consolidated Cash Flows for each of the three years in the period
ended December 31, 1999.
Consolidated Changes in Stockholders' Equity for each of the three
years in the period ended December 31, 1999.
Notes to Consolidated Financial Statements.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information on Directors of the Company is set forth in the section
entitled "The Nominees and Continuing Directors" on pages 11-12 in the Proxy
Statement of the Company for the Annual Meeting of Stockholders to be held on
May 11, 2000, which section is incorporated herein by reference. Information
regarding executive officers of the Company is set forth below.
There are no family relationships among the officers listed, and there are
no arrangements or understandings pursuant to which any of them were elected as
officers. Officers are appointed
15
or elected annually by the Board of Directors at its first meeting following the
Annual Meeting of Stockholders, each to hold office until the corresponding
meeting of the Board in the next year or until a successor shall have been
elected, appointed or shall have qualified.
Section 16(a) Beneficial Ownership Reporting Compliance
The information concerning compliance with Section 16(a) is set forth in
the section entitled "Section 16(a) Beneficial Ownership Reporting Compliance"
on page 24 in the Proxy Statement of the Company for the Annual Meeting of
Stockholders to be held on May 11, 2000, which section is incorporated herein by
reference.
CURRENT EXECUTIVE OFFICERS OF THE REGISTRANT
Present Principal Position and Other
Name and Age Material Positions Held During Last Five Years
- ------------ ----------------------------------------------
Sheldon R. Erikson (58) President and Chief Executive Officer since January
1995. Chairman of the Board from 1988 to January
1995 and President and Chief Executive Officer from
1987 to January 1995 of The Western Company of
North America.
Thomas R. Hix (52) Senior Vice President of Finance and Chief
Financial Officer since January 1995. Senior Vice
President of Finance, Treasurer and Chief Financial
Officer of The Western Company of North America
from 1993 to January 1995.
Franklin Myers (47) Senior Vice President since April 1995. General
Counsel and Secretary from April 1995 to July 1999.
President of the Cooper Energy Services division
since August 1998. Senior Vice President and
General Counsel from 1994 to April 1995 of Baker
Hughes Incorporated.
Joseph D. Chamberlain (53) Vice President and Corporate Controller since April
1995. Controller - Financial Reporting from 1994 to
April 1995, of Cooper Industries, Inc.
A. John Chapman (58) Vice President since May 1998. President, Cooper
Cameron Valves division since 1995. Managing
director of Joy Manufacturing Co. Australia Pty.
Ltd., a subsidiary of Joy Technologies Inc. from
February 1990 to June 1995.
Jane L. Crowder (49) Vice President, Human Resources since May 1999.
Vice President, Compensation and Benefits from 1996
to 1999, and Director, Compensation and Benefits
from 1995 to 1996. Vice
16
President, Human Resources of the CES division from
September 1998 to October 1999. Vice President,
Human Resources of The Western Company of North
America from 1994 to 1995.
William C. Lemmer (55) Vice President, General Counsel and Secretary since
July 1999. Vice President, General Counsel and
Secretary of Oryx Energy Company from 1994 to
1999.
E. Fred Minter (64) Vice President from November 1996. Chairman from
August 1999 and President from 1988 to August 1999
of the Cooper Turbocompressor division.
Dalton L. Thomas (50) Vice President since July 1998. President, Cameron
division since July 1998. Vice President, Eastern
Hemisphere for Cameron from 1995 until July 1998.
Vice President of Manufacturing and Support
Services, Western Company of North America from
1989 to 1995.
ITEM 11. EXECUTIVE COMPENSATION.
The information for this item is set forth in the section entitled
"Executive Compensation Tables" on pages 17-20 in the Proxy Statement of the
Company for the Annual Meeting of Stockholders to be held on May 11, 2000, which
section is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The information concerning security ownership of certain beneficial owners
and management is set forth in the sections entitled "Security Ownership of
Certain Beneficial Owners" on page 23 and "Security Ownership of Management" on
pages 12-13 in the Proxy Statement of the Company for the Annual Meeting of
Stockholders to be held on May 11, 2000, which sections are incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K.
(a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
(1) FINANCIAL STATEMENTS:
17
All financial statements of the Registrant as set forth under Item 8
of this Annual Report on Form 10-K.
(2) FINANCIAL STATEMENT SCHEDULES:
Financial statement schedules are omitted because of the absence of
conditions under which they are required or because all material
information required to be reported is included in the consolidated
financial statements and notes thereto.
(3) EXHIBITS:
3.1 Amended and Restated Certificate of Incorporation of Cooper
Cameron Corporation, dated June 30, 1995, filed as Exhibit 4.2
to the Registration Statement on Form S-8 of Cooper Cameron
Corporation (Commission File No. 33-94948), and incorporated
herein by reference.
3.2 Certificate of Amendment to the Restated Certificate of
Incorporation of Cooper Cameron Corporation, filed as Exhibit
4.3 to the Registration Statement on Form S-8 of Cooper
Cameron Corporation (Commission File No. 333-57995), and
incorporated herein by reference.
3.3 First Amended and Restated Bylaws of Cooper Cameron
Corporation, as amended December 12, 1996, filed as Exhibit
3.2 to the Annual Report on Form 10-K for 1996 of Cooper
Cameron Corporation, and incorporated herein by reference.
4.1 Form of Rights Agreement, dated as of May 1, 1995, between
Cooper Cameron Corporation and First Chicago Trust Company of
New York, as Rights Agent, filed as Exhibit 4.1 to the
Registration Statement on Form S-8 of Cooper Cameron
Corporation (Commission File No. 33-94948), and incorporated
herein by reference.
4.2 First Amendment to Rights Agreement between Cooper Cameron
Corporation and First Chicago Trust Company of New York, as
Rights Agent, dated November 1, 1997, filed as Exhibit 4.2 to
the Annual Report on Form 10-K for 1997 of Cooper Cameron
Corporation, and incorporated herein by reference.
4.3 Registration Statement on Form S-3 filed with the Securities
and Exchange Commission on May 4, 1998 (Registration Statement
No. 333-51705) incorporated herein by reference.
10.1 Amended and Restated Cooper Cameron Corporation Long-Term
Incentive Plan, incorporated by reference to the Cooper
Cameron Corporation Proxy Statement for the Annual Meeting of
Stockholders held on May 8, 1997.
18
10.2 First Amendment to the Amended and Restated Cooper Cameron
Corporation Long-Term Incentive Plan, effective February 12,
1998.
10.3 Second Amendment to the Amended and Restated Cooper Cameron
Corporation Long-Term Incentive Plan, effective May 13, 1999.
10.4 Cooper Cameron Corporation Second Amended and Restated 1995
Stock Option Plan for Non-Employee Directors (Registration
Statement on Form S-8 No. 333-79787), incorporated herein by
reference.
10.5 Cooper Cameron Corporation Retirement Savings Plan, as Amended
and Restated, effective April 1, 1996, filed as Exhibit 10.10
to the Annual Report on Form 10-K for 1997 of Cooper Cameron
Corporation, and incorporated herein by reference.
10.6 Cooper Cameron Corporation Employee Stock Purchase Plan
(Registration Statement No. 33-94948), incorporated herein by
reference.
10.7 Cooper Cameron Corporation Supplemental Excess Defined Benefit
Plan, filed as Exhibit 10.4 to the Registration Statement on
Form S-4 of Cooper Cameron Corporation (Commission File
No. 33-90288), and incorporated herein by reference.
10.8 First Amendment to Cooper Cameron Corporation Supplemental
Excess Defined Benefit Plan, effective as of January 1, 1996,
filed as Exhibit 10.7 to the Annual Report on Form 10-K for
1996 of Cooper Cameron Corporation, and incorporated herein by
reference.
10.9 Cooper Cameron Corporation Supplemental Excess Defined
Contribution Plan, filed as Exhibit 10.5 to the Registration
Statement on Form S-4 of Cooper Cameron Corporation
(Commission File No. 33-90288), and incorporated herein by
reference.
10.10 First Amendment to Cooper Cameron Corporation Supplemental
Excess Defined Contribution Plan, effective April 1, 1996,
filed as Exhibit 10.9 to the Annual Report on Form 10-K for
1996 of Cooper Cameron Corporation, and incorporated herein by
reference.
10.11 Cooper Cameron Corporation Compensation Deferral Plan
(formerly the Cooper Cameron Corporation Management Incentive
Compensation Deferral Plan), effective January 1, 1996, filed
as Exhibit 10.10 to the Annual Report on Form 10-K for 1996 of
Cooper Cameron Corporation, and incorporated herein by
reference.
19
10.12 First Amendment to the Cooper Cameron Corporation Compensation
Deferral Plan, effective July 1, 1998.
10.13 Second Amendment to the Cooper Cameron Corporation
Compensation Deferral Plan, effective January 1, 1999.
10.14 Third Amendment to the Cooper Cameron Corporation Compensation
Deferral Plan, effective January 1, 2000.
10.15 Cooper Cameron Corporation Directors Deferred Compensation
Plan, filed as Exhibit 10.7 to the Registration Statement on
Form S-4 of Cooper Cameron Corporation (Commission File
No. 33-90288), and incorporated herein by reference.
10.16 Employment Agreement by and between Sheldon R. Erikson and
Cooper Cameron Corporation, effective as of August 13, 1999.
10.17 Employment Agreement by and between Thomas R. Hix and Cooper
Cameron Corporation, effective as of September 1, 1999.
10.18 Employment Agreement by and between Franklin Myers and Cooper
Cameron Corporation, effective as of September 1, 1999.
10.19 Form of Change in Control Agreement, effective November 11,
1999, by and between Scott Amann, Joe Chamberlain, John
Chapman, Jane Crowder, William Givens, Daniel Keenan, William
Lemmer, Robert Rajeski, and Dalton Thomas.
10.20 1995 Management Incentive Compensation Plan of Cooper Cameron
Corporation, dated as of November 14, 1995, as amended, filed
as Exhibit 10.15 to the Annual Report on Form 10-K for 1996 of
Cooper Cameron Corporation, and incorporated herein by
reference.
10.21 1996 Management Incentive Compensation Plan of Cooper Cameron
Corporation, dated as of February 19, 1996, filed as Exhibit
10.16 to the Annual Report on Form 10-K for 1996 of Cooper
Cameron Corporation, and incorporated herein by reference.
10.22 1997 Management Incentive Compensation Plan of Cooper Cameron
Corporation, dated as of December 9, 1996, filed as Exhibit
10.17 to the Annual Report on Form 10-K for 1996 of Cooper
Cameron Corporation, and incorporated herein by reference.
10.23 Cooper Cameron Corporation Management Incentive Compensation
Plan, as amended, incorporated herein by reference to the
Cooper Cameron
20
Corporation Proxy Statement for the Annual Meeting of
Stockholders held on May 8, 1997.
10.24 1998 Management Incentive Compensation Plan for Cooper Cameron
Corporation, dated as of January 1, 1998, filed as Exhibit
10.25 to the Annual Report on Form 10-K for 1997 of Cooper
Cameron Corporation, and incorporated herein by reference.
10.25 1999 Management Incentive Compensation Plan for Cooper Cameron
Corporation, dated as of January 1, 1999, filed as Exhibit
10.27 to the Annual Report on Form 10-K for 1998 of Cooper
Cameron Corporation, and incorporated herein by reference.
10.26 Change in Control Policy of Cooper Cameron Corporation,
approved February 19, 1996, filed as Exhibit 10.18 to the
Annual Report on Form 10-K for 1996 of Cooper Cameron
Corporation, and incorporated herein by reference.
10.27 Executive Severance Program of Cooper Cameron Corporation,
approved February 19, 1996, filed as Exhibit 10.19 to the
Annual Report on Form 10-K for 1996 of Cooper Cameron
Corporation, and incorporated herein by reference.
10.28 Credit Agreement, dated as of June 30, 1995, among Cooper
Cameron Corporation and certain of its subsidiaries and the
banks named therein and First National Bank of Chicago, as
agent, filed as Exhibit 4.5 to the Registration Statement on
Form S-8 of Cooper Cameron Corporation (Commission File
No. 33-94948), and incorporated herein by reference.
10.29 Amended and Restated Credit Agreement dated as of March 20,
1997, among Cooper Cameron Corporation and certain of its
subsidiaries and the banks named therein and First National
Bank of Chicago, as agent, filed as Exhibit 10.21 to the
Annual Report on Form 10-K for 1996 of Cooper Cameron
Corporation, and incorporated herein by reference.
10.30 Amendment No. 2 to the Amended and Restated Credit Agreement,
among Cooper Cameron Corporation and certain of its
subsidiaries and the banks named therein and First National
Bank of Chicago, as agent, dated as of July 21, 1999.
10.31 Individual Account Retirement Plan for Hourly-Paid Employees
at the Cooper Cameron Corporation Mount Vernon Plant, filed as
Exhibit 4.6 to the Registration Statement on Form S-8
(Registration No. 333-58005), incorporated herein by
reference.
21
10.32 Individual Account Retirement Plan for Bargaining Unit
Employees at the Cooper Cameron Corporation Missouri City,
Texas Facility, filed as Exhibit 4.6 to the Registration
Statement on Form S-8 (Registration No. 333-57995),
incorporated herein by reference.
10.33 Individual Account Retirement Plan for Bargaining Unit
Employees at the Cooper Cameron Corporation Buffalo, New York
Plant, filed as Exhibit 4.6 to the Registration Statement on
Form S-8 (Registration No. 333-57991), incorporated herein by
reference.
10.34 Individual Account Retirement Plan for Cooper Cameron
Corporation Hourly Employees, UAW, at the Superior Plant,
filed as Exhibit 4.6 to the Registration Statement on Form S-8
(Registration No. 333-57997), incorporated herein by
reference.
10.35 Individual Account Retirement Plan for Bargaining Unit
Employees at the Cooper Cameron Corporation Grove City
Facility, filed as Exhibit 4.6 to the Registration Statement
on Form S-8 (Registration No. 333-58003), incorporated herein
by reference.
10.36 Cooper Cameron Corporation Savings-Investment Plan for Hourly
Employees, filed as Exhibit 4.7 to the Registration Statement
on Form S-8 (Registration No. 333-77641), incorporated herein
by reference.
13.1 Portions of the 1999 Annual Report to Stockholders are
included as an exhibit to this report and have been
specifically incorporated by reference elsewhere herein.
21.1 Subsidiaries of registrant.
23.1 Consent of Independent Auditors.
27.1 Financial Data Schedule.
(b) REPORTS ON FORM 8-K
The Company filed a Form 8-K, dated October 1, 1999, including, as an
exhibit, a press release dated October 1, 1999 issued by Rolls-Royce plc
announcing that Rolls-Royce has completed the purchase of the rotating
products interests of Cooper Energy Services, a part of Cooper Cameron
Corporation.
22
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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, ON THIS 24TH DAY OF
MARCH, 2000.
COOPER CAMERON CORPORATION
REGISTRANT
BY: /s/ JOSEPH D. CHAMBERLAIN
---------------------------------------
(JOSEPH D. CHAMBERLAIN)
Vice President and Corporate Controller
(Principal Accounting Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED ON THIS 24TH DAY OF MARCH, 2000, BELOW BY THE FOLLOWING
PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED.
SIGNATURE TITLE
--------- -----
/s/ Nathan M. Avery Director
- --------------------------------
(Nathan M. Avery)
/s/ C. Baker Cunningham Director
- --------------------------------
(C. Baker Cunningham)
/s/ Grant A. Dove Director
- --------------------------------
(Grant A. Dove)
/s/ Sheldon R. Erikson Chairman, President and Chief Executive
- -------------------------------- Officer (principal executive officer)
(Sheldon R. Erikson
/s/ Michael E. Patrick Director
- --------------------------------
(Michael E. Patrick)
/s/ David Ross III Director
- --------------------------------
(David Ross III)
/s/ Michael J. Sebastian Director
- --------------------------------
(Michael J. Sebastian)
/s/ Thomas R. Hix Senior Vice President of Finance and
- -------------------------------- Chief Financial Officer
(Thomas R. Hix) (principal financial officer)
23
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ------ ------------------------------------------------------- ----------
3.1 Amended and Restated Certificate of Incorporation of
Cooper Cameron Corporation, dated June 30, 1995, filed
as Exhibit 4.2 to the Registration Statement on Form
S-8 of Cooper Cameron Corporation (Commission File
No. 33-94948), and incorporated herein by reference.
3.2 Certificate of Amendment to the Restated Certificate
of Incorporation of Cooper Cameron Corporation, filed
as Exhibit 4.3 to the Registration Statement on Form
S-8 of Cooper Cameron Corporation (Commission File
No. 333-57995), and incorporated herein by reference.
3.3 First Amended and Restated Bylaws of Cooper Cameron
Corporation, as amended December 12, 1996, filed as
Exhibit 3.2 to the Annual Report on Form 10-K for
1996 of Cooper Cameron Corporation, and incorporated
herein by reference.
4.1 Form of Rights Agreement, dated as of May 1, 1995,
between Cooper Cameron Corporation and First Chicago
Trust Company of New York, as Rights Agent, filed as
Exhibit 4.1 to the Registration Statement on Form S-8
of Cooper Cameron Corporation (Commission File
No. 33-94948), and incorporated herein by reference.
4.2 First Amendment to Rights Agreement between Cooper
Cameron Corporation and First Chicago Trust Company
of New York, as Rights Agent, dated November 1, 1997,
filed as Exhibit 4.2 to the Annual Report on Form
10-K for 1997 of Cooper Cameron Corporation, and
incorporated herein by reference.
4.3 Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on May 4, 1998
(Registration Statement No. 333-51705) incorporated
herein by reference.
10.1 Amended and Restated Cooper Cameron Corporation Long-
Term Incentive Plan, incorporated by reference to the
Cooper Cameron Corporation Proxy Statement for the
Annual Meeting of Stockholders held on May 8, 1997.
10.2 First Amendment to the Amended and Restated Cooper
Cameron Corporation Long-Term Incentive Plan,
effective February 12, 1998.
10.3 Second Amendment to the Amended and Restated Cooper
Cameron Corporation Long-Term Incentive Plan,
effective May 13, 1999.
10.4 Cooper Cameron Corporation Second Amended and Restated
1995 Stock Option Plan for Non-Employee Directors
(Registration Statement on Form S-8 No. 333-79787),
incorporated herein by reference.
10.5 Cooper Cameron Corporation Retirement Savings Plan, as
Amended and Restated, effective April 1, 1996, filed as
Exhibit 10.10 to the Annual Report on Form 10-K for
1997 of Cooper Cameron Corporation, and incorporated
herein by reference.
10.6 Cooper Cameron Corporation Employee Stock Purchase Plan
(Registration Statement No. 33-94948), incorporated
herein by reference.
10.7 Cooper Cameron Corporation Supplemental Excess Defined
Benefit Plan, filed as Exhibit 10.4 to the Registration
Statement on Form S-4 of Cooper Cameron Corporation
(Commission File No. 33-90288), and incorporated herein
by reference.
10.8 First Amendment to Cooper Cameron Corporation
Supplemental Excess Defined Benefit Plan, effective as
of January 1, 1996, filed as Exhibit 10.7 to the
Annual Report on Form 10-K for 1996 of Cooper Cameron
Corporation, and incorporated herein by reference.
10.9 Cooper Cameron Corporation Supplemental Excess Defined
Contribution Plan, filed as Exhibit 10.5 to the
Registration Statement on Form S-4 of Cooper Cameron
Corporation (Commission File No. 33-90288), and
incorporated herein by reference.
10.10 First Amendment to Cooper Cameron Corporation
Supplemental Excess Defined Contribution Plan,
effective April 1, 1996, filed as Exhibit 10.9 to
the Annual Report on Form 10-K for 1996 of Cooper
Cameron Corporation, and incorporated herein by
reference.
10.11 Cooper Cameron Corporation Compensation Deferral Plan
(formerly the Cooper Cameron Corporation Management
Incentive Compensation Deferral Plan), effective
January 1, 1996, filed as Exhibit 10.10 to the Annual
Report on Form 10-K for 1996 of Cooper Cameron
Corporation, and incorporated herein by reference.
10.12 First Amendment to the Cooper Cameron Corporation
Compensation Deferral Plan, effective July 1, 1998.
10.13 Second Amendment to the Cooper Cameron Corporation
Compensation Deferral Plan, effective January 1, 1999.
10.14 Third Amendment to the Cooper Cameron Corporation
Compensation Deferral Plan, effective January 1, 2000.
10.15 Cooper Cameron Corporation Directors Deferred
Compensation Plan, filed as Exhibit 10.7 to the
Registration Statement on Form S-4 of Cooper
Cameron Corporation (Commission File No. 33-90288),
and incorporated herein by reference.
10.16 Employment Agreement by and between Sheldon R. Erikson
and Cooper Cameron Corporation, effective as of
August 13, 1999.
10.17 Employment Agreement by and between Thomas R. Hix and
Cooper Cameron Corporation, effective as of
September 1, 1999.
10.18 Employment Agreement by and between Franklin Myers and
Cooper Cameron Corporation, effective as of
September 1, 1999.
10.19 Form of Change in Control Agreement, effective
November 11, 1999, by and between Scott Amann,
Joe Chamberlain, John Chapman, Jane Crowder,
William Givens, Daniel Keenan, William Lemmer,
Robert Rajeski, and Dalton Thomas.
10.20 1995 Management Incentive Compensation Plan of Cooper
Cameron Corporation, dated as of November 14, 1995,
as amended, filed as Exhibit 10.15 to the Annual
Report on Form 10-K for 1996 of Cooper Cameron
Corporation, and incorporated herein by reference.
10.21 1996 Management Incentive Compensation Plan of Cooper
Cameron Corporation, dated as of February 19, 1996,
filed as Exhibit 10.16 to the Annual Report on Form
10-K for 1996 of Cooper Cameron Corporation, and
incorporated herein by reference.
10.22 1997 Management Incentive Compensation Plan of Cooper
Cameron Corporation, dated as of December 9, 1996,
filed as Exhibit 10.17 to the Annual Report on Form
10-K for 1996 of Cooper Cameron Corporation, and
incorporated herein by reference.
10.23 Cooper Cameron Corporation Management Incentive
Compensation Plan, as amended, incorporated herein by
reference to the Cooper Cameron Corporation Proxy
Statement for the Annual Meeting of Stockholders held
on May 8, 1997.
10.24 1998 Management Incentive Compensation Plan for Cooper
Cameron Corporation, dated as of January 1, 1998,
filed as Exhibit 10.25 to the Annual Report on Form
10-K for 1997 of Cooper Cameron Corporation, and
incorporated herein by reference.
10.25 1999 Management Incentive Compensation Plan for Cooper
Cameron Corporation, dated as of January 1, 1999, filed
as Exhibit 10.27 to the Annual Report on Form 10-K for
1998 of Cooper Cameron Corporation, and incorporated
herein by reference.
10.26 Change in Control Policy of Cooper Cameron Corporation,
approved February 19, 1996, filed as Exhibit 10.18 to
the Annual Report on Form 10-K for 1996 of Cooper
Cameron Corporation, and incorporated herein by
reference.
10.27 Executive Severance Program of Cooper Cameron
Corporation, approved February 19, 1996, filed as
Exhibit 10.19 to the Annual Report on Form 10-K for
1996 of Cooper Cameron Corporation, and incorporated
herein by reference.
10.28 Credit Agreement, dated as of June 30, 1995, among
Cooper Cameron Corporation and certain of its
subsidiaries and the banks named therein and First
National Bank of Chicago, as agent, filed as Exhibit
4.5 to the Registration Statement on Form S-8 of Cooper
Cameron Corporation (Commission File No. 33-94948), and
incorporated herein by reference.
10.29 Amended and Restated Credit Agreement dated as of
March 20, 1997, among Cooper Cameron Corporation and
certain of its subsidiaries and the banks named therein
and First National Bank of Chicago, as agent, filed as
Exhibit 10.21 to the Annual Report on Form 10-K for
1996 of Cooper Cameron Corporation, and incorporated
herein by reference.
10.30 Amendment No. 2 to the Amended and Restated Credit
Agreement, among Cooper Cameron Corporation and certain
of its subsidiaries and the banks named therein and First
National Bank of Chicago, as agent, dated as of July 21,
1999.
10.31 Individual Account Retirement Plan for Hourly-Paid
Employees at the Cooper Cameron Corporation Mount Vernon
Plant, filed as Exhibit 4.6 to the Registration
Statement on Form S-8 (Registration No. 333-58005),
incorporated herein by reference.
10.32 Individual Account Retirement Plan for Bargaining Unit
Employees at the Cooper Cameron Corporation Missouri
City, Texas Facility, filed as Exhibit 4.6 to the
Registration Statement on Form S-8 (Registration
No. 333-57995), incorporated herein by reference.
10.33 Individual Account Retirement Plan for Bargaining Unit
Employees at the Cooper Cameron Corporation Buffalo,
New York Plant, filed as Exhibit 4.6 to the Registration
Statement on Form S-8 (Registration No. 333-57991),
incorporated herein by reference.
10.34 Individual Account Retirement Plan for Cooper Cameron
Corporation Hourly Employees, UAW, at the Superior
Plant, filed as Exhibit 4.6 to the Registration
Statement on Form S-8 (Registration No. 333-57997),
incorporated herein by reference.
10.35 Individual Account Retirement Plan for Bargaining Unit
Employees at the Cooper Cameron Corporation Grove City
Facility, filed as Exhibit 4.6 to the Registration
Statement on Form S-8 (Registration No. 333-58003),
incorporated herein by reference.
10.36 Cooper Cameron Corporation Savings-Investment Plan for
Hourly Employees, filed as Exhibit 4.7 to the Registration Statement
on Form S-8 (Registration No. 333-77641), incorporated herein by
reference.
13.1 Portions of the 1999 Annual Report to Stockholders are
included as an exhibit to this report and have been
specifically incorporated by reference elsewhere herein.
21.1 Subsidiaries of registrant.
23.1 Consent of Independent Auditors.
27.1 Financial Data Schedule.