<PAGE>
As filed with the Securities and Exchange Commission on April 29,
1997.
Registration No. 333-21399
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 Employees' 401(k) Investment Plan
(formerly the Willbros USA, Inc. Employees' Investment Plan)
(Full title of the plan)
---------------------------------
LARRY J. BUMP
Chairman of the Board and
Chief Executive 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, includ
ing area code, of agent for service)
=================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following documents are filed as exhibits to this
Registration Statement:
4 Not applicable.
5* Opinion of Arias, Fabrega & Fabrega.
15 Not applicable.
23(a)** Consent of KPMG Peat Marwick.
23(b)** Consent of KPMG Peat Marwick LLP.
23(c)* Consent of Arias, Fabrega & Fabrega (included in
Exhibit 5).
24** Power of Attorney.
99 Not applicable.
The opinion of counsel contemplated by Item 601(b)(5)(i)
of Regulation S-K is being filed only with respect to shares of
Common Stock being registered which may be original issue shares.
In lieu of the opinion of counsel or determination letter
contemplated by Item 601(b)(5)(ii) of Regulation S-K, the
registrant hereby confirms that it has submitted the Plan and
undertakes that it will submit all amendments thereto to the
Internal Revenue Service (the "IRS") in a timely manner, and that
it has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue
Code.
- -------------------------
* Filed herewith.
** Previously filed with this Registration Statement on
February 7, 1997.
* * *
II-1
<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 Post-
Effective Amendment No. 1 to the 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
28th day of April, 1997.
WILLBROS GROUP, INC.
By: /s/ Larry J. Bump
-----------------------------
Larry J. Bump
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement
has been signed below by the following persons in the capacities
and on the dates indicated:
Signature Title Date
- -------------- ------ ------
/s/ Larry J. Bump Director, Chairman of April 28, 1997
- ------------------ the Board and Chief
Larry J. Bump Executive Officer
(Principal Executive
Officer and Authorized
Representative in the
United States)
/s/ Melvin F. Spreitzer Director, Executive April 28, 1997
- ------------------------ Vice President, Chief
Melvin F. Spreitzer Financial Officer and
Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
Guy E. Waldvogel* Director April 28, 1997
- ----------------------
Guy E. Waldvogel
Bryan H. Lawrence* Director April 28, 1997
- -----------------------
Bryan H. Lawrence
Peter A. Leidel* Director April 28, 1997
- ---------------------
Peter A. Leidel
John H. Williams* Director April 28, 1997
- ----------------------
John H. Williams
II-2
<PAGE>
Signature Title Date
- --------- ----- -----
- ------------------ Director April, 1997
Michael J. Pink
*By: /s/ Larry J. Bump
-------------------
Larry J. Bump
Attorney-in-Fact
THE PLAN. Pursuant to the requirements of the Securities
Act of 1933, the Plan has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Tulsa, State of Oklahoma on the 28th day of April, 1997.
Willbros Employees' 401(k)
Investment Plan (formerly
Willbros USA, Inc. Employees'
Investment Plan)
By: /s/ Melvin F. Spreitzer
------------------------
Melvin F. Spreitzer
Retirement Plans Committee
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Document
------- -----------------------
4 Not applicable.
5* Opinion of Arias, Fabrega & Fabrega.
15 Not applicable.
23(a)** Consent of KPMG Peat Marwick.
23(b)** Consent of KPMG Peat Marwick LLP.
23(c)* Consent of Arias, Fabrega & Fabrega
(included in Exhibit 5).
24** Power of Attorney.
99 Not applicable.
- -------------------------
* Filed herewith.
** Previously filed with this Registration Statement on
February 7, 1997.
<PAGE>
EXHIBIT 5
[LETTERHEAD OF ARIAS, FABREGA & FABREGA APPEARS HERE]
April 28, 1997
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, File No. 333-21399 (the "Registration
Statement")
-------------------------------------------------------
Ladies and 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 shares of Common Stock, par
value $.05 per share, of the Company ("Common Stock"), to be
offered to eligible employees of certain subsidiaries of the
Company pursuant to participation interests in the Willbros
Employees' 401(k) Investment Plan (the "Plan"). We understand
that the Company may issue from time to time up to 250,000 shares
of Common Stock (the "Shares") in connection with the Plan.
We have examined the Registration Statement and have also
examined and are familiar with an original or copy, the
authenticity of which has been established to our satisfaction,
of the Plan 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 acquired in
accordance with the terms and conditions of the Plan, 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.
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
Partner
