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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from---------------------to------------------
Commission file number 333-21399
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Willbros Employees' 401(k) Investment Plan
(formerly Willbros USA, Inc. Employees' Investment Plan)
2431 East 61st Street, Suite 700
Tulsa, Oklahoma 74136
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Willbros Group, Inc.
Edificio Torre Banco Germanico
Calle 50 y 55 Este, Apartado 850048
Panama 5, Republic of Panama
(50-7) 263-9282
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Willbros Employees' 401(k) Investment Plan (formerly Willbros USA,
Inc. Employees' Investment Plan) has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
WILLBROS EMPLOYEES' 401(k)
INVESTMENT PLAN
(formerly Willbros USA, Inc.
Employees' Investment Plan)
Date: June 27, 1997 By: /s/ Melvin F. Spreitzer
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Melvin F. Spreitzer
Retirement Plans Committee
2
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WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
INDEX TO
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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
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Page
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Independent Auditors' Report 4
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Financial Statements:
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Statements of Net Assets Available for
Plan Benefits 5
Statements of Changes in Net Assets
Available for Plan Benefits 6
Notes to Financial Statements 7-12
Supplemental Schedules
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Appendix I - Item 27a - Schedule of Assets
Held for Investment Purposes 13
Appendix II - Item 27d - Schedule of
Reportable Transactions 14
All other schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 are omitted as they are inapplicable or not
required.
3
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Independent Auditors' Report
The Retirement Plans Committee
Willbros USA, Inc. Employees' Investment Plan:
We have audited the accompanying statements of net assets
available for plan benefits of Willbros USA, Inc. Employees' Investment
Plan as of December 31, 1996 and 1995 and the related statements of
changes in net assets available for plan benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets available for
plan benefits of the Plan as of December 31, 1996 and 1995 and the
changes in net assets available for plan benefits for the years then
ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
information included in Appendix I and Appendix II is presented for
purposes of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
Such information has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
KPMG PEAT MARWICK LLP
Tulsa, Oklahoma
May 9, 1997
4
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WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1996 and 1995
<CAPTION>
1996 1995
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<S> <C> <C>
Investments, at fair value:
Specially Directed Investment Fund $6,028,589 $5,300,710
Janus Fund's Equity Option 568,682 354,698
Voyageur Asset Management Intermediate
Bond Fund 326,415 -
American Performance Intermedi
</TABLE>
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Retirement Plans Committee
Willbros USA, Inc. Employees' Investment Plan:
We consent to incorporation by reference in the registration
statement on Form S-8 (No. 333-21399) of Willbros Group, Inc. of
our report dated May 9, 1997, relating to the statements of net
assets available for plan benefits of Willbros USA, Inc. Employees'
Investment Plan as of December 31, 1996 and 1995, and the related
statements of changes in net assets available for plan benefits for
the years then ended, which report appears in the December 31, 1996
annual report on Form 11-K of Willbros USA, Inc. Employees'
Investment Plan.
KPMG PEAT MARWICK LLP
Tulsa, Oklahoma
June 27, 1997
