<PAGE>
As filed with the Securities and Exchange Commission on December
20, 1996.
Registration No. 333-____
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
____________________
WILLBROS GROUP, INC.
(Exact name of registrant as specified in its charter)
Republic of Panama 98-0160660
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
Edificio Torre Banco Germanico
Calle 50 y 55 Este, Apartado 850048
Panama 5, Republic of Panama
(Address, including zip code, of registrant's principal executive offices)
____________________
Willbros Group, Inc. 1996 Stock Plan
Willbros Group, Inc. Director Stock Plan
(Full title of the plans)
____________________
LARRY J. BUMP
Chairman of the Board, President,
Chief Executive Officer and Chief Operating Officer
Willbros Group, Inc.
Edificio Torre Banco Germanico
Calle 50 y 55 Este, Apartado 850048
Panama 5, Republic of Panama
(50-7) 263-9282
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
____________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Amount offering aggregate Amount
Title of to be price offering of
securities registered per share price registration
to be registered (1) (2) (2) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.05 1,250,000
par value shares $9.50 $11,875,000 $3,599
- --------------------------------------------------------------------------------
<FN>
(1)Pursuant to Rule 416, there are also being registered such
additional shares of Common Stock as may become issuable
pursuant to the anti-dilution provisions of the Plans.
(2)Calculated pursuant to Rule 457(h). With respect to the
shares of Common Stock being registered for which the option
price is unknown, the fee is calculated on the basis of the
average of the high and low prices for the Common Stock on
the New York Stock Exchange for December 17, 1996. With
respect to the shares of Common Stock being registered for
which options are outstanding, the offering price is
determined, and the fee is calculated, on the basis of the
actual option exercise price.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I of Form S-8
to be contained in the Section 10(a) Prospectus
is omitted from this Registration Statement in
accordance with Rule 428 under the Securities
Act of 1933, as amended (the "1933 Act"), and
the Note to Part I of Form S-8.
* * *
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the registrant
with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:
(1) The registrant's Prospectus dated August 15, 1996,
filed pursuant to Rule 424(b) under the 1933 Act,
containing the consolidated financial statements of the
registrant and its subsidiaries for the fiscal year
ended December 31, 1995, together with the report
thereon of KPMG Peat Marwick, independent auditors;
(2) The registrant's Quarterly Report on Form 10-
Q for the quarter ended September 30, 1996; and
(3) The description of the registrant's Common
Stock contained in the registrant's Registration
Statement on Form 8-A, dated July 19, 1996, and
including any amendment or report filed for the
purpose of updating such description of the
registrant's Common Stock.
In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities offered hereby then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from their
respective dates of filing. Any statement contained in a
document incorporated by reference shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed
incorporated document modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel. Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 64 of the General Corporation Law of Panama (the
"PGCL") provides that directors shall be liable to creditors of
the registrant for authorizing a dividend or distribution of
assets with knowledge that such payments impair the registrant's
capital or for making a false report or statement in any material
respect. In addition, Article 444 of the Panama Code of Commerce
("Article 444") provides that directors are not personally liable
for the registrant's obligations, except for liability to the
registrant and third parties for the effectiveness of the
payments to the registrant made by stockholders, the existence of
dividends declared, the good management of accounting, and in
general, for execution or deficient performance of their mandate
or the violation of laws, the Articles of Incorporation, the
By-laws or resolutions of the stockholders. Article 444 provides
that the liability of directors may only be claimed pursuant to a
resolution of the stockholders.
The PGCL does not address the issue as to whether or not a
corporation may eliminate or limit a director's, officer's or
agent's liability to the corporation. Nevertheless, Arias,
Fabrega & Fabrega, Panamanian counsel to the registrant, has
advised the registrant that, as between the registrant and its
directors, officers and agents, such liability may be released
II-1
<PAGE>
under general contract principles, to the extent that a director,
officer or agent, in the performance of his duties to the
corporation, has not acted with gross negligence or malfeasance.
This release may be included in the Articles or Incorporation or
By-laws of the registrant or in a contract entered into between
the registrant and the director, officer or agent. While such a
release may not be binding with respect to a third person or
stockholder claiming liability under Article 444, in order to
claim such liability, a resolution of the stockholders would be
necessary, which the registrant believes would be difficult to
secure in the case of a publicly held company.
The PGCL does not address the extent to which a corporation
may indemnify a director, officer or agent. However, the
registrant's Panamanian counsel has advised the registrant that,
under general agency principles, an agent, which would include
directors and officers, may be indemnified against liability to
third persons, except for a claim based on Article 64 of the PGCL
or for losses due to gross negligence or malfeasance in the
performance of such agent's duties. The registrant's Restated
Articles of Incorporation release directors from personal
liability to the registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director and authorize
the registrant's Board of Directors to adopt By-laws or
resolutions to this effect or to cause the registrant to enter
into contracts providing for limitation of liability and for
indemnification of directors, officers and agents.
The registrant's Restated By-laws provide for
indemnification of directors and officers of the registrant to
the fullest extent permitted by, and in the manner permissible
under, the laws of the Republic of Panama. The registrant has
also entered into indemnification agreements with each of its
directors and officers to provide for the indemnification of, and
the advancement of expenses to, the registrant's directors and
officers to the fullest extent (whether partial or complete)
permitted by the laws of the Republic of Panama. The registrant
also carries directors' and officers' liability insurance to
insure its officers and directors against liability for certain
errors and omissions and to defray costs of a suit or proceeding
against an officer or director.
The preceding discussion is subject to the registrant's
Restated Articles of Incorporation and Restated By-laws and the
provisions of Article 64 of the PGCL and Article 444 as
applicable. It is not intended to be exhaustive and is qualified
in its entirety by the registrant's Restated Articles of
Incorporation, the registrant's Restated By-laws and Article 64
of the PGCL and Article 444.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
The following documents are filed as exhibits to this
Registration Statement:
<S> <C>
4(a)** Willbros Group, Inc. 1996 Stock Plan.
4(b)** Willbros Group, Inc. Director Stock Plan.
5* Opinion of Arias, Fabrega & Fabrega.
15 Not applicable.
23(a)* Consent of KPMG Peat Marwick.
23(b)* Consent of Arias, Fabrega & Fabrega (included in
Exhibit 5).
24* Power of Attorney (included on page II-4 of this
Registration Statement).
99 Not applicable.
_______________
<FN>
* Filed herewith.
II-2
<PAGE>
** Incorporated by reference to the registrant's Registration
Statement on Form S-1 (Registration No. 333-5413), dated
June 7, 1996.
</TABLE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby, a post-
effective amendment to this Registration Statement:
(i)To include any prospectus required by
Section 10(a)(3) of the 1933 Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in this Registration
Statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in this Registration Statement
or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if
the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby further undertakes
that, for purposes of determining any liability under the 1933
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that,
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.
* * *
II-3
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Panama
City, Republic of Panama on the 20th day of December, 1996.
WILLBROS GROUP, INC.
By: /s/ Larry J. Bump
-------------------------
Larry J. Bump
Chairman of the Board, President,
Chief Executive Officer and
Chief Operating Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Larry J. Bump,
Melvin F. Spreitzer and John N. Hove, and each of them, his true
and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in or about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Larry J. Bump Director, Chairman of the December 20, 1996
Larry J. Bump Board, President, Chief
Executive Officer and
Chief Operating Officer
(Principal Executive
Officer and Authorized
Representative in the
United States)
/s/ Melvin F. Spreitzer Director, Executive December 20, 1996
Melvin F. Spreitzer Vice President, Chief
Financial Officer and
Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Guy E. Waldvogel Director December 20, 1996
Guy E. Waldvogel
/s/ Bryan H. Lawrence Director December 20, 1996
Bryan H. Lawrence
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Peter A. Leidel Director December 20, 1996
Peter A. Leidel
/s/ John H. Williams Director December 20, 1996
John H. Williams
/s/ Michael J. Pink Director December 20, 1996
Michael J. Pink
</TABLE>
II-5
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit
Number Description of Document
<S> <C>
4(a)** Willbros Group, Inc. 1996 Stock Plan.
4(b)** Willbros Group, Inc. Director Stock Plan.
5* Opinion of Arias, Fabrega & Fabrega.
15 Not applicable.
23(a)* Consent of KPMG Peat Marwick.
23(b)* Consent of Arias, Fabrega & Fabrega
(included in Exhibit 5).
24* Power of Attorney (included on page II-4 of
this Registration Statement).
99 Not applicable.
_______________
<FN>
* Filed herewith.
** Incorporated by reference to the registrant's Registration
Statement on Form S-1 (Registration No. 333-5413), dated
June 7, 1996.
</TABLE>
<PAGE>
EXHIBIT 5
ARIAS, FABREGA & FABREGA
ABOGADOS
EDIFICIO PLAZA BANCOMER CALLE 50
APARTADO 6307
PANAMA 5, REPUBLICA DE PANAMA
Tel. (507) 263-9200
Fax: (507) 263-8919
December 20, 1996
Willbros Group, Inc.
Edificio Torre Banco Germanico
Calle 50 y 55 Este, Apartado 850048
Panama 5, Republic of Panama
Re: Willbros Group, Inc. - Registration Statement
on Form S-8 (the "Registration Statement")
Gentlemen:
We have acted as Panamanian counsel for Willbros Group,
Inc., a Republic of Panama corporation (the "Company"), in
connection with the filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of the
Registration Statement relating to an aggregate of 1,250,000
shares of Common Stock, par value $.05 per share, of the Company
(the "Shares"), issuable upon the exercise of options or pursuant
to awards granted, or which may from time to time be granted, to
directors, key employees, advisors and consultants of the Company
or its subsidiaries pursuant to the Willbros Group, Inc. Director
Stock Plan and the Willbros Group, Inc. 1996 Stock Plan, as the
case may be (collectively, the "Plans").
We have examined the Registration Statement being filed
contemporaneously herewith. We have also examined and are
familiar with an original or copy, the authenticity of which has
been established to our satisfaction, of each of the Plans and
all such documents, corporate records, and other instruments as
we have deemed necessary to express the opinion herein set forth.
Based on the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued and paid for in
accordance with the terms of the Plans and applicable authorized
forms of agreement thereunder, will be validly issued, fully
paid, and non-assessable.
We are licensed to practice in the Republic of Panama and we
express no opinion as to the laws of any jurisdiction other than
the Republic of Panama.
<PAGE>
ARIA, FABREGA & FABREGA
Willbros Group, Inc.
Page 2
December 20, 1996
We hereby consent to the Company's filing of this opinion as
an exhibit to the Registration Statement and to the references to
our firm in the Registration Statement.
Very truly yours,
ARIAS, FABREGA & FABREGA
/s/ L. W. Watson III
L.W. Watson III
<PAGE>
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Willbros Group, Inc.:
We consent to the use of our reports incorporated herein by
reference.
KPMG Peat Marwick
Panama City, Panama
December 20, 1996
