<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant X
Filed by a party other than the Registrant
---
Check the appropriate box:
- --- Preliminary Proxy Statement
- --- Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
X Definitive Proxy Statement
- --- Definitive Additional Materials
- --- Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
WILLBROS GROUP, INC.
- -----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Not Applicable
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
- ---- Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
-------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
-------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
-------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------
(5) Total fee paid: --------------------------------------
- --- Fee paid previously with preliminary materials.
- --- Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid: -------------------------------
(2) Form, Schedule or Registration Statement No.: ---------
(3) Filing Party: -----------------------------------------
(4) Date Filed:--------------------------------------------
<PAGE>
[ LOGO ] WILLBROS GROUP, INC.
Edificio Torre Banco Germanico
Calle 50 y 55 Este
Apartado 850048
Panama 5, Republic of Panama
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 2, 1997
To the Stockholders of
WILLBROS GROUP, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Willbros Group, Inc., a Republic of Panama
corporation (the "Company"), will be held at the
Inter*Continental Hotel, Miramar Plaza, Balboa Avenue, Panama
City, Panama, on Friday, May 2, 1997, at 9:00 a.m., local time,
for the following purposes:
1. To elect four directors of the Company;
2. To consider and act upon a proposal to ratify the
appointment of KPMG Peat Marwick as the independent
auditors of the Company for 1997; and
3. To transact such other business as may properly
come before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
March 28, 1997, as the record date for the meeting, and only
holders of the Company's Common Stock of record at such time will
be entitled to vote at the meeting or any adjournment thereof.
By Order of the Board of
Directors,
John N. Hove
Secretary
Panama City, Panama
March 31, 1997
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE
MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
MARK, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE. IF YOU DO ATTEND THE MEETING, YOU MAY
WITHDRAW YOUR PROXY AND VOTE IN PERSON.
<PAGE>
[ LOGO ] WILLBROS GROUP, INC.
Edificio Torre Banco Germanico
Calle 50 y 55 Este
Apartado 850048
Panama 5, Republic of Panama
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 2, 1997
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Willbros Group, Inc., a
Republic of Panama corporation (the "Company"), of proxies to be
voted at the Annual Meeting of Stockholders of the Company to be
held on May 2, 1997, or at any adjournment thereof (the "Annual
Meeting"), for the purposes set forth in the accompanying Notice
of Annual Meeting. This Proxy Statement and accompanying proxy
were first sent on or about March 31, 1997, to stockholders of
record on March 28, 1997.
If the accompanying proxy is properly executed and returned,
the shares represented by the proxy will be voted at the Annual
Meeting. If a stockholder indicates in his or her proxy a choice
with respect to any matter to be acted upon, that stockholder's
shares will be voted in accordance with such choice. If no
choice is indicated, such shares will be voted "FOR" (a) the
election of all of the nominees for directors listed below, and
(b) the ratification of the appointment of the independent
auditors. A stockholder giving a proxy may revoke it by giving
written notice of revocation to the Secretary of the Company at
any time before it is voted, by executing another valid proxy
bearing a later date and delivering such proxy to the Secretary
of the Company prior to or at the Annual Meeting, or by attending
the Annual Meeting and voting in person.
The expenses of this proxy solicitation, including the cost
of preparing and mailing this Proxy Statement and accompanying
proxy will be borne by the Company. Such expenses will also
include the charges and expenses of banks, brokerage firms, and
other custodians, nominees or fiduciaries for forwarding
solicitation material regarding the Annual Meeting to beneficial
owners of the Company's Common Stock. Solicitation of proxies
may be made by mail, telephone, personal interviews or by other
means by the Board of Directors or employees of the Company who
will not be additionally compensated therefor, but who may be
reimbursed for their out-of-pocket expenses in connection
therewith.
STOCKHOLDERS ENTITLED TO VOTE
Stockholders of record at the close of business on March 28,
1997 (the "Record Date"), will be entitled to vote at the Annual
Meeting. As of the Record Date, there were issued and
outstanding 14,385,980 shares of Common Stock, par value $.05 per
share (the "Common Stock"), of the Company. Each share of Common
Stock is entitled to one vote. There is no cumulative voting
with respect to the election of directors. The presence in
person or by proxy of the holders of a majority of the shares
issued and outstanding at the Annual Meeting and entitled to vote
will constitute a quorum for the transaction of business. Votes
withheld from nominees for directors, abstentions and broker non-
votes will be counted for purposes of determining whether a
quorum has been reached. Votes will be tabulated by an inspector
of election appointed by the Board of Directors of the Company.
With regard to the election of directors, votes may be cast in
favor of or withheld from each nominee; votes that are withheld
will have the effect of a negative vote. Abstentions, which may
be specified on all proposals except the election of directors,
will have the effect of a negative vote. A broker non-vote will
have no effect on the outcome of the election of directors or the
other proposals.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Restated Articles of Incorporation (the "Charter") of the
Company provides that the Board of Directors of the Company (the
"Board of Directors") shall consist of not less than three nor
more than fifteen directors, as determined from time to time by
resolution of the Board of Directors. The number of directors is
currently fixed at nine. The Board of Directors is divided into
three approximately equal classes. The terms of such classes are
staggered so that only one class is elected at the annual meeting
of stockholders each year for a three-year term. The term of the
Class I directors will expire at the Annual Meeting. The terms of
the Class II directors and the Class III directors will expire at
the annual meeting of stockholders to be held in 1998 and 1999,
respectively.
In accordance with the recommendation of the Nominating
Committee, the Board of Directors has nominated Melvin F.
Spreitzer, Peter A. Leidel, M. Kieth Phillips and Gary L. Bracken
for election as directors. Messrs. Spreitzer and Leidel, who
currently serve as Class I directors and whose terms expire at the
Annual Meeting, are standing for re-election as Class I directors
for terms expiring at the annual meeting of stockholders in 2000.
Messrs. Bracken and Phillips, who currently do not serve as
directors, have been nominated as a result of an increase in the
size of the Board of Directors from seven members to nine members.
Mr. Phillips is standing for election as a Class I director for a
term expiring at the annual meeting of stockholders in 2000.
Mr. Bracken is standing for election as a Class III director for a
term expiring at the annual meeting of stockholders in 1999.
Accordingly, the accompanying proxy solicits your vote for four
directors. The persons named as proxies in the accompanying
proxy, who have been designated by the Board of Directors, intend
to vote, unless otherwise instructed in such proxy, for the
election of Messrs. Spreitzer, Leidel, Phillips and Bracken.
Should any nominee named herein become unable for any reason to
stand for election as a director of the Company, it is intended
that the persons named in such proxy will vote for the election of
such other person or persons as the Nominating Committee may
recommend and the Board of Directors may propose to replace such
nominee. The Company knows of no reason why any of the nominees
will be unavailable or unable to serve.
The affirmative vote of the holders of a majority of the
shares present in person or by proxy at the Annual Meeting and
entitled to vote is required for the election of directors. The
Board of Directors recommends a vote "FOR" each of the following
nominees for directors.
Nominees for Directors
Class I
(Term Expires May 2000)
Melvin F. Spreitzer, age 58, joined Willbros in 1974 as
Controller and was elected Vice President of Finance in 1978. He
was elected Executive Vice President, Chief Financial Officer and
Treasurer in 1987, and a Director in 1992. He was also Secretary
from 1987 to 1996. He has over 21 years of corporate finance
experience and is responsible for all aspects of financial
management of the Company.
M. Kieth Phillips, age 54, joined Willbros in 1978 as Vice
President. He was elected Vice President of Willbros
International, Inc. ("WII") in 1979 and was promoted to Senior
Vice President of WII in 1980, Executive Vice President of WII in
1983, President and Chief Operating Officer of WII in 1988 and
Chief Executive Officer of WII in 1990. Most of his more than 29
years experience in the pipeline construction industry has been
international and in management positions.
Peter A. Leidel, age 40, has been a Director of the Company
since 1992. He has been employed by Dillon, Read & Co. Inc., an
investment banking firm ("Dillon Read"), since 1983 and is
2
<PAGE>
currently a Senior Vice President of Dillon Read. Mr.
Leidel also serves as a director of Cornell Corrections, Inc.
Class III
(Term Expires May 1999)
Gary L. Bracken, age 59, joined Willbros in 1960 as an
engineer and, excluding a brief period from 1972 through 1974 when
he was employed by another major United States pipeline
contractor, has served Willbros for over 34 years. He rejoined
Willbros in 1975 and was promoted to Vice President in 1978. He
was elected Executive Vice President of Willbros Energy Services
Company in 1982 and served as its President from 1988 to 1990. In
1990, Mr. Bracken was elected Chairman of the Board of Directors
and Chief Executive Officer of Willbros Engineers, Inc. and served
in those capacities through 1992. In late 1992, he was elected
President and Chief Executive Officer of Willbros Engineering &
Construction Limited. In February 1997, he was elected President
and Chief Operating Officer of the Company and Willbros USA, Inc.
Directors Continuing in Office
Class II
(Term Expires May 1998)
Bryan H. Lawrence, age 54, has been a Director of the Company
since 1992. He has been employed by Dillon Read since 1966 and is
currently a Managing Director. Mr. Lawrence also serves as a
Director of D & K Wholesale Drug, Inc., Hallador Petroleum
Company, TransMontaigne Oil Company and Vintage Petroleum, Inc.
(each a United States public company) and Benson Petroleum Ltd.
and Cavell Energy Group (each a Canadian public company).
Michael J. Pink, age 59, has been a Director of the Company
since October 1996. Mr. Pink is engaged in personal investments.
He recently retired as Group Managing Director of Enterprise Oil
plc, an independent oil exploration and production company, which
he joined in May 1994. Prior to that time, Mr. Pink spent 30
years with the Royal Dutch/Shell Group at various locations in
Europe, the United States, Africa and the Middle East. He went to
work for Shell as a petroleum engineer and held a variety of
senior technical and management positions, including Chief
Petroleum Engineer for Shell Deepwater Drilling Company,
Operations Manager for Shell's Eastern Division operations in
Nigeria, Head of Production Geology for Shell Internationale
Petroleum in The Hague, Managing Director of Petroleum Development
Oman, Shell's affiliate in Oman, and finally, Director of
Exploration and Production for Shell Internationale Petroleum in
The Hague. Mr. Pink retired from Shell in 1994.
John H. Williams, age 78, has been a Director of the Company
since October 1996. Mr. Williams is engaged in personal
investments. He was Chairman of the Board and Chief Executive
Officer of The Williams Companies, Inc., a major United States
interstate natural gas and petroleum products pipeline company,
prior to retiring at the end of 1978. Mr. Williams spent three
decades building the Willbros business before it was spun-off from
The Williams Companies in 1975. Mr. Williams is also a director
of Apco Argentina Inc. and Unit Corporation and is an honorary
member of the Board of Directors of The Williams Companies, Inc.
Class III
(Term Expires May 1999)
Larry J. Bump, age 57, joined Willbros in 1977 as President
and Chief Operating Officer and was elected to the Board of
Directors. He was named Chief Executive Officer in 1980 and
elected Chairman of the Board of Directors in 1981. He served as
President and Chief Operating Officer of Willbros until
February 1997. He served as Chairman of the Board of Directors
and Chief Executive
3
<PAGE>
Officer of Heerema Holding Company, Inc. ("HHC"), a major marine
engineering, fabrication and installation contractor, the parent
corporation of Heerema Holding Construction, Inc. (the former
majority stockholder of the Company) ("Heerema"), from 1985 to
1988 while he continued his duties with Willbros. He has over
33 years international experience in pipeline construction and
contracting industries, all of which were in management positions.
Guy E. Waldvogel, age 59, has been a Director of Willbros
since 1990. He has been the Management Consultant of Business and
Corporate Strategy of Heerema and HHC since 1990 and also
currently serves as Chief Financial Officer and as a director of
Heerema. He was formerly Senior Executive Vice President of
Societe Generale De Surveillance, a leading international cargo
inspection firm. Mr. Waldvogel also serves as a director of
Renaissance Group, Inc. and Bank Julius Baer (a Swiss public
company) and as Chairman of PetitJean Industries (a French public
company).
Compensation of Directors
Employee directors receive no additional compensation for
service on the Board of Directors or any committee thereof. Non-
employee directors receive an annual retainer of $18,000 plus a
fee of $1,000 per meeting for attending meetings of the Board of
Directors and any committee thereof. Non-employee directors also
automatically receive non-qualified stock options under the
Willbros Group, Inc. Director Stock Plan (the "Director Plan").
Under the Director Plan, an initial option to purchase up to 5,000
shares of Common Stock is granted to each new non-employee
director on the date such director is elected or appointed to the
Board of Directors. Each non-employee director also receives
annually an option to purchase 1,000 shares of Common Stock on the
annual anniversary of the date on which such director received an
initial option and on each succeeding annual anniversary of such
date during the period of such director's incumbency. The option
exercise price of each option granted under the Director Plan is
equal to the fair market value of the Common Stock on the date of
grant. A total of 125,000 shares of Common Stock is available for
issuance under the Director Plan. During fiscal 1996,
Messrs. Lawrence, Leidel and Waldvogel were each granted an option
to purchase 9,000 shares of Common Stock (an initial option to
purchase 5,000 shares plus an option to purchase 1,000 shares for
each year of prior service as a director of the Company) at an
exercise price of $10.00 per share and Messrs. Pink and Williams
were each granted an option to purchase 5,000 shares of Common
Stock at an exercise price of $9.13 per share. No options have
been exercised under the Director Plan. All directors are
reimbursed by the Company for out-of-pocket expenses incurred by
them in connection with their service on the Board of Directors
and any committee thereof.
Meetings and Committees of the Board of Directors
During 1996, the Board of Directors held five meetings. Each
director was present at 75% or more of the aggregate of the
meetings of the Board of Directors and of the committees of the
Board of Directors on which he served during 1996. The Board of
Directors has a standing Executive Committee, Audit Committee,
Nominating Committee, Compensation Committee and Stock Plan
Committee.
The recently established Executive Committee is composed of
Messrs. Bump (Chairman), Spreitzer, Lawrence and Williams. The
Executive Committee is authorized to act for the Board of
Directors in the management of the business and affairs of the
Company except with respect to a limited number of matters which
include changing the size of the Board of Directors, filling
vacancies on the Board of Directors, amending the By-laws of the
Company, disposing of all or substantially all of the assets of
the Company and recommending to the stockholders of the Company an
amendment to the Articles of Incorporation of the Company or a
merger or consolidation involving the Company. The Executive
Committee did not meet during 1996.
4
<PAGE>
The Audit Committee is composed of Messrs. Leidel (Chairman)
and Waldvogel, each of whom is a non-employee director of the
Company. The Audit Committee recommends to the full Board of
Directors the firm to be appointed each year as independent
auditors of the Company's financial statements and to perform
services related to the completion of such audit. The Audit
Committee also has the responsibility to (a) review the scope and
results of the audit with the independent auditors, (b) review
with management and the independent auditors the Company's interim
and year-end financial condition and results of operations,
(c) consider the adequacy of the internal accounting, bookkeeping
and other control procedures of the Company, and (d) review any
non-audit services and special engagements to be performed by the
independent auditors and consider the effect of such performance
on the auditors' independence. The Audit Committee also reviews
at least once each year, the terms of all material transactions
and arrangements, if any, between the Company and its directors,
officers and affiliates. The Audit Committee met once during
1996.
The recently established Nominating Committee is composed of
Messrs. Williams (Chairman) and Pink, each of whom is a non-
employee director of the Company. The Nominating Committee is
responsible for recommending candidates to fill vacancies on the
Board of Directors as such vacancies occur, as well as the slate
of nominees for election as directors by stockholders at each
annual meeting of stockholders. Additionally, the Nominating
Committee makes recommendations to the Board of Directors
regarding changes in the size of the Board of Directors.
Qualifications considered by the Nominating Committee for director
candidates include an attained position of leadership in the
candidate's field of endeavor, business and financial experience,
demonstrated exercise of sound business judgment, expertise
relevant to the Company's lines of business and the ability to
serve the interests of all stockholders. The Nominating Committee
will consider director candidates submitted to it by other
directors, employees and stockholders. The Company's Charter
provides that nominations of candidates for election as directors
of the Company may be made at a meeting of stockholders by or at
the direction of the Board of Directors or by any stockholder
entitled to vote at such meeting who complies with the advance
notice procedures set forth therein. These procedures require any
stockholder who intends to make a nomination for director at the
meeting to deliver notice of such nomination to the Secretary of
the Company not less than 45 nor more than 90 days before the
meeting. The notice must contain all information about the
proposed nominee as would be required to be included in a proxy
statement soliciting proxies for the election of such nominee,
including such nominee's written consent to serve as a director if
so elected. If the Chairman of the meeting determines that a
person is not nominated in accordance with the nomination
procedure, such nomination will be disregarded. The Company
expects that the annual meeting of stockholders to be held each
year will be during the first week of May. The Nominating
Committee did not meet during 1996.
The Compensation Committee is composed of Messrs. Waldvogel
(Chairman), Spreitzer and Williams. The Compensation Committee
reviews and takes final action for and on behalf of the Board of
Directors with respect to compensation, bonus, incentive and
benefit provisions for the officers of the Company and its
subsidiaries. The Compensation Committee meets at such times as
may be deemed necessary by the Board of Directors or the
Compensation Committee. The Compensation Committee met once
during 1996.
The Stock Plan Committee is composed of Messrs. Waldvogel
(Chairman) and Williams, each of whom is a non-employee director
of the Company. The Stock Plan Committee administers the
Company's 1996 Stock Plan. The Stock Plan Committee met once
during 1996.
5
<PAGE>
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of
Directors has appointed KPMG Peat Marwick as the independent
auditors of the Company for the fiscal year ending December 31,
1997. KPMG Peat Marwick has been the independent auditors of
Willbros since 1987. A proposal will be presented at the Annual
Meeting asking the stockholders to ratify the appointment of KPMG
Peat Marwick as the Company's independent auditors. If the
stockholders do not ratify the appointment of KPMG Peat Marwick,
the Board of Directors will reconsider the appointment.
The affirmative vote of the holders of a majority of the
shares present in person or by proxy at the Annual Meeting and
entitled to vote is required for the adoption of this proposal.
The Board of Directors recommends a vote "FOR" the ratification of
KPMG Peat Marwick as the Company's independent auditors for 1997.
A representative of KPMG Peat Marwick will be present at the
Annual Meeting. Such representative will be given the opportunity
to make a statement if he desires to do so and will be available
to respond to appropriate questions.
PRINCIPAL STOCKHOLDERS AND
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding
the beneficial ownership of the Company's Common Stock as of
March 15, 1997, by (a) each person who is known by the Company to
own beneficially more than five percent of the outstanding shares
of Common Stock, (b) each director and nominee for director of the
Company, (c) each of the executive officers of the Company named
in the Summary Compensation Table below, (d) all executive
officers and directors of the Company as a group. Except as
otherwise indicated, the Company believes that the beneficial
owners of the Common Stock listed below, based on information
furnished by such owners, have sole investment and voting power
with respect to such shares.
<TABLE>
<CAPTION>
Shares
Name of Owner or Beneficially Percentage
Identity of Group Owned of Class(1)
- -------------------------------- ----------------
<S> <C> <C>
Yorktown Energy Partners, L.P.;
Concord Partners II,
L.P.; et al (2) 4,023,040 (3) 28.0%
Larry J. Bump (4) 1,055,090 (5) 7.3
Melvin F. Spreitzer 283,100 (6) 2.0
Bryan H. Lawrence (7) 9,000 (8) *
Guy E. Waldvogel 9,000 (9) *
Peter A. Leidel(10) 10,000 (11) *
Michael J. Pink 5,000 (12) *
John H. Williams 10,000 (13) *
Gary L. Bracken 282,100 (14) 2.0
M. Kieth Phillips 280,300 (15) 1.9
James R. Beasley 92,500 (16) *
All executive officers and
directors as a group (10 people)
(5)(6)(7)(8)(9)(10)(11)(12)(13)
(14)(15)(16) 2,036,090 14.0
</TABLE>
- ----------------------
* Less than 1%.
6
<PAGE>
(1) Shares of Common Stock which were not outstanding but which
could be acquired by a person upon exercise of an option
within 60 days of March 15, 1997, are deemed outstanding for
the purpose of computing the percentage of outstanding shares
beneficially owned by such person. Such shares, however, are
not deemed to be outstanding for the purpose of computing the
percentage of outstanding shares beneficially owned by any
other person.
(2) The stockholders' address is 535 Madison Avenue, New York, New
York 10022.
(3) Consists of (a) 3,324,120 shares held by Yorktown Energy
Partners, L.P. (`Yorktown'), a private equity fund managed by
Dillon Read; (b) 451,600 shares held by Concord Partners II,
L.P. ("Concord II"), a private venture capital fund managed by
Dillon Read; (c) 96,240 shares held by Concord Partners Japan
Limited ("Concord Japan"), a private venture capital fund
managed by Dillon Read; (d) 146,130 shares held by Dillon Read
as agent for certain related persons; and (e) 4,950 shares
held by Lexington Partners IV, L.P. ("Lexington"), a private
investment fund for certain Dillon Read affiliated persons and
managed by Dillon Read.
(4) The stockholder's address is 2431 East 61st Street, Suite 700,
Tulsa, Oklahoma 74136-1267.
(5) Includes (a) 420,000 shares held in a family limited
partnership in which Mr. Bump is the sole general partner,
(b) 37,500 shares subject to stock options which are currently
exercisable at an average exercise price of $8.91 per share,
and (c) 10,000 shares held in the Willbros Employees' 401(k)
Investment Plan for the account of Mr. Bump.
(6) Includes (a) 40,000 shares held in a family limited
partnership in which Mr. Spreitzer is the sole general
partner, and (b) 25,000 shares subject to stock options which
are currently exercisable at an average exercise price of
$9.03 per share.
(7) Dillon Read, which manages Yorktown, holds for Mr. Lawrence
18,618 shares of Common Stock. Mr. Lawrence does not have
voting or investment power with respect to such shares.
Mr. Lawrence is a Managing Director of Dillon Read.
(8) Represents 9,000 shares subject to stock options which are
currently exercisable at $10.00 per share. Does not include
4,000 shares owned by Mr. Lawrence's wife. Mr. Lawrence
disclaims beneficial ownership over such shares.
(9) Represents 9,000 shares subject to stock options which are
currently exercisable at $10.00 per share.
(10) Mr. Leidel is a Senior Vice President of Dillon Read
which is responsible for managing Yorktown, Concord II and
Concord Japan, which hold 3,871,960 shares of Common Stock in
the aggregate. He is also a partner in Concord II.
Mr. Leidel disclaims beneficial ownership of the shares of
Common Stock owned by such funds.
(11) Represents 9,000 shares subject to stock options which
are currently exercisable at $10.00 per share and 1,000 shares
held by Mr. Leidel as custodian for his son.
(12) Represents 5,000 shares subject to stock options which
are exercisable within 60 days of March 15, 1997, at $9.13 per
share.
(13) Includes 5,000 shares subject to stock options which are
exercisable within 60 days of March 15, 1997, at $9.13 per
share. Does not include 2,000 shares owned by Mr. Williams'
wife. Mr. Williams disclaims beneficial ownership over such
shares.
(14) Includes (a) 32,100 shares held in a family limited
partnership in which Mr. Bracken is the sole general partner,
and (b) 25,000 shares subject to stock options which are
currently exercisable at an average exercise price of $9.03
per share.
(15) Includes (a) 132,360 shares held in a family limited
partnership in which Mr. Phillips is the sole general partner,
and (b) 25,000 shares subject to stock options which are
currently exercisable at an average exercise price of $9.03
per share.
(16) Includes 25,000 shares subject to stock options which
are currently exercisable at an average exercise price of
$9.03 per share.
7
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information with respect
to the compensation of the Company's Chief Executive Officer and
each of the Company's four other most highly compensated executive
officers, based on salary and bonus earned during fiscal 1996, for
services in all capacities to the Company and its subsidiaries
during each of the Company's last two fiscal years.
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------------------
Other Annual
Name and Salary Bonus Compensation
Principal Position Year ($) ($) (1) ($) (2)
- ---------------- ----- ------- ------- ----------
<S> <C> <C> <C> <C>
Larry J. Bump 1996 337,000 - 149,013
Chairman, President and 1995 328,000 530,343 38,100
Chief Executive Officer
Gary L. Bracken 1996 203,000 - 37,951
President of Willbros 1995 197,000 318,529 11,430
Engineering & Construction
Limited
M. Kieth Phillips 1996 203,000 - 37,951
President of Willbros 1995 197,000 318,529 11,430
International, Inc.
Melvin F. Spreitzer 1996 200,000 - 37,896
Executive Vice President 1995 175,500 283,766 11,430
and Chief Financial Officer
James R. Beasley 1996 140,000 - 13,631
President of Wilbros 1995 129,000 83,063 5,715
Engineers, Inc.
(Continued)
<CAPTION>
Long-Term Compensation
----------------------------------
Awards Payouts
--------------------- ---------
Securities
Restricted Underlying Long-Term
Stock Options/ Incentive
Name and Award(s) SARs Payouts
Principal Position Year ($) (#) (3) ($)
- ------------------ ----- ---------- -------- --------
<S> <C> <C> <C> <C>
Larry J. Bump 1996 - 158,010 -
Chairman, President and 1995 - 30,000 -
Chief Executive Officer
Gary L. Bracken 1996 - 71,000 -
President of Willbros 1995 - 9,000 -
Engineering & Construction
Limited
M. Kieth Phillips 1996 - 71,000 -
President of Willbros 1995 - 9,000 -
International, Inc.
Melvin F. Spreitzer 1996 - 71,000 -
Executive Vice President 1995 - 9,000 -
and Chief Financial Officer
James R. Beasley 1996 - 59,000 -
President of Wilbros 1995 - 4,500 -
Engineers, Inc.
(Continued)
<CAPTION>
All
Other
Compen-
Name and sation
Principal Position Year ($)
- --------------------- ----- ---------
<S> <C> <C>
Larry J. Bump
Chairman, President and 1996 8,032 (4)
Chief Executive Officer 1995 6,000
Gary L. Bracken 1996 10,880 (4)
President of Willbros 1995 9,500
Engineering & Construction
Limited
M. Kieth Phillips 1996 10,880 (4)
President of Willbros 1995 9,500
International, Inc.
Melvin F. Spreitzer 1996 10,773 (4)
Executive Vice President 1995 9,500
and Chief Financial Officer
James R. Beasley 1996 9,900 (4)
President of Wilbros 1995 9,500
Engineers, Inc.
</TABLE>
- ---------------------
(1) Consists of (a) compensation paid under management
incentive compensation plans.
(2) Consists of (a) the realizable value (on the date of exercise)
of shares of stock purchased upon exercise of non-qualified
stock options due to exercise price being below fair market
value on the date of grant, and (b) that portion of interest
paid, if any, on deferred compensation above 120% of the
applicable federal rate. Does not include the value of
perquisites and other personal benefits because the aggregate
amount of such compensation, if any, does not exceed the lesser
of $50,000 or 10% of the total amount of annual salary and
bonus for any named individual.
(3) Consists solely of options to acquire shares of stock.
(4) Consists of (a) Company contributions to the Company's
(i) Investment Plan in the amount of $6,400 each for
Messrs. Bump, Bracken, Phillips, Spreitzer and Beasley, and
(ii) Executive Life Plan in the amount of $3,500 each for
Messrs. Bracken, Phillips, Spreitzer and Beasley, and (b) that
portion of interest earned on deferred compensation above 120%
of the applicable federal rate in the amount of $1,632 for
Mr. Bump, $980 for Mr. Bracken, $980 for Mr. Phillips and $873
for Mr. Spreitzer.
8
<PAGE>
Option/SAR Grants In Last Fiscal Year
The following table sets forth certain information with respect
to options granted to the named executive officers of the Company
during fiscal 1996. The Company has never granted any stock
appreciation rights.
<TABLE>
<CAPTION>
Individual Grants
- -----------------------------------------------------------------------
Number of % of Total
Securities Options/
Underlying Granted to Market
Options/ Employees Exercise Price
SARs in or on Date Expir-
Granted Fiscal Base Price of Grant ation
Name (#)(1) Year ($/Sh) ($/Sh) Date
- ----------- ------ ------ ------ ----- -----
<S> <C> <C> <C> <C> <C>
Larry J.Bump 41,250(2) 4.73 4.5333 6.0333(5) 05/08/96
41,760(2) 4.78 4.5333 6.6000 05/08/96
35,000(3)(4) 4.01 8.6688 9.1250 10/30/06
40,000(3) 4.58 9.1300 9.1250 10/30/06
Gary L. Bracken 10,500(2) 1.20 4.5333 6.0333(5) 05/08/96
10,500(2) 1.20 4.5333 6.6000 05/08/96
10,000(3)(4) 1.15 8.6688 9.1250 10/30/06
40,000(3) 4.58 9.1300 9.1250 10/30/06
M. Kieth Phillips 10,500(2) 1.20 4.5333 6.0333(5) 05/08/96
10,500(2) 1.20 4.5333 6.6000(5) 05/08/96
10,000(3)(4) 1.15 8.6688 9.1250 10/30/06
40,000(3) 4.58 9.1300 9.1250 10/30/06
Melvin F. 10,500(2) 1.20 4.5333 6.0333(5) 05/08/96
Spreitzer 10,500(2) 1.20 4.5333 6.6000(5) 05/08/96
10,000(3)(4) 1.15 8.6688 9.1250 10/30/06
40,000(3) 4.58 9.1300 9.1250 10/30/06
James R. Beasley 9,000(2) 1.03 4.5333 6.0333(5) 05/08/96
10,000(3)(4) 1.15 8.6688 9.1250 10/30/06
40,000(3) 4.58 9.1300 9.1250 10/30/06
(Continued)
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
for Option Term(6)
----------------------------------
Name 0%($) 5%($) 10%($)
- -------------- ------ --------- ---------
<S> <C> <C> <C>
Larry J. Bump 61,875 61,875(7) 61,875(7)
86,304 86,304 86,304
15,967 216,822 524,969
- 229,348 581,512
Gary L. Bracken 15,750 15,750(7) 15,750(7)
21,700 21,700(7) 21,700(7)
4,562 61,949 149,991
- 229,348 581,512
M. Kieth Phillips 15,750 15,750(7) 15,750(7)
21,700 21,700(7) 21,700(7)
4,562 61,949 149,991
- 229,348 581,512
Melvin F. 15,750 15,750(7) 15,750(7)
Spreitzer 21,700 21,700(7) 21,700(7)
4,562 61,949 149,991
- 229,348 581,512
James R. Beasley 13,500 13,500(7) 13,500(7)
4,562 61,949 149,991
- 229,348 581,512
</TABLE>
- -------------------------------------
(1)Consists solely of options to acquire shares of stock of the
Company.
(2)The options were granted for terms of two to eight days,
subject to earlier termination in certain events related to
termination of employment, and were exercisable in full on the
date of grant. The option exercise price was payable in cash
or in cash and a promissory note.
(3)The options were granted for a term of 10 years, subject to
earlier termination in certain events related to termination of
employment. The options become exercisable in 25 percent
increments on October 31, 1996, January 1, 1997, January 1,
1998, and January 1, 1999. The option exercise price may be
paid in cash, by delivery of already-owned shares, in some
instances by offset of underlying shares or pursuant to certain
other cashless exercise procedures, or a combination thereof.
Tax withholding obligations, if any, related to exercise may be
paid by delivery of already-owned shares or by offset of the
underlying shares, subject to certain conditions. Under the
terms of the Company's 1996 Stock Plan, the Stock Plan
Committee retains discretion, subject to plan limits, to modify
the terms of the options and to reprice the options. In the
event of a Change of Control, as defined in the Company's 1996
Stock Plan, the options become fully exercisable immediately.
(4)Each vesting date of the options shall be accelerated one year
for each incremental $2.50 that the average of the daily
closing sales prices of a share of Common Stock on the New York
Stock Exchange over a period of 60 consecutive trading days
exceeds $10.00 per share during the term of the options. The
options are transferable under certain circumstances.
9
<PAGE>
(5)Prior to the Company's initial public offering, the market
price of shares of stock of the Company was determined by the
Company's Board of Directors considering all relevant factors,
including the Company's book value, in accordance with the
Company's stock ownership plans.
(6)Potential realizable value illustrates the value that might be
realized upon exercise of the options immediately prior to the
expiration of their term, assuming that the market price of the
underlying shares appreciates in value from the date of grant
to the end of the option term at rates of 5% and 10%,
respectively, compounded annually. The 0% column represents
the realizable value on the date of the grant due to the
exercise price being below the market price on the grant date.
(7)The values in the 5% and 10% columns do not appreciate due to
the limited terms of the options (which were two to eight days
from the date of grant).
Aggregated Option/SAR Exercises In Last Fiscal Year
and FY-End Option/SAR Values
The following table sets forth certain information with respect
to options exercised by the named executive officers of the
Company during fiscal 1996, and the number and value of
unexercised options held by such executive officers at the end of
the fiscal year. The Company has never granted any stock
appreciation rights.
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Unexercised
Acquired Options/SARs at FY-End(#)
on Value -------------------------
Exercise Realized Exerci- Unexerci-
Name (#) ($)(1) sable sable
- ---------- ------- ------ ------ -------
<S> <C> <C> <C> <C>
Larry J. Bump 83,010 148,179 18,750 56,250
Gary L.Bracken 21,000 37,450 12,500 37,500
M. Kieth Phillips 21,000 37,450 12,500 37,500
Melvin F. Spreitzer 21,000 37,450 12,500 37,500
James R.Beasley 9,000 13,500 12,500 37,500
(Continued)
<CAPTION>
Value of Unexercised
In-the-Money
Options/SARs at FY-End
($)(1)(2)
------------------------------
Name Exercisable Unexercisable
<S> <C> <C>
Larry J. Bump 15,711 47,134
Gary L. Bracken 8,953 26,860
M. Kieth Phillips 8,953 26,860
Melvin F. Spreitzer 8,953 26,860
James R. Beasley 8,953 26,860
</TABLE>
- -------------------------------------------
(1)Market value of the underlying securities at exercise date or
fiscal year-end, as the case may be, minus the option exercise
price.
(2)The closing price for the Common Stock on the New York Stock
Exchange on December 31, 1996, the last trading day of the
fiscal year, was $9.75.
Pension Plan Table
The following table sets forth estimated annual lifetime
retirement benefits payable to eligible employees (including the
persons named in the Summary Compensation Table) under the
Company's qualified retirement and non-qualified benefit
restoration plans in the specified compensation and years of
service classifications following retirement at age 65.
10
<PAGE>
<TABLE>
<CAPTION>
Estimated Annual Lifetime Retirement Benefits for
Average Years of Service Indicated
Annual
Earnings 15 Yrs 20 Yrs 25 Yrs
------- ------- -------
<S> <C> <C> <C>
$125,000 $ 33,744 $ 44,928 $ 56,207
150,000 41,069 54,678 68,407
175,000 48,934 64,428 80,607
200,000 55,719 74,178 92,807
300,000 85,019 113,178 141,607
400,000 114,319 152,178 190,407
600,000 172,919 230,178 288,007
(Continued)
<CAPTION>
Average Estimated Annual Lifetime Retirement Benefits for
Annual Years of Service Indicated
Earnings 30 Yrs 35 Yrs
------- -------
<S> <C> <C>
$125,000 67,391 78,671
150,000 82,016 95,746
175,000 96,641 112,821
200,000 111,266 129,896
300,000 169,766 198,196
400,000 228,266 266,496
600,000 345,266 403,096
</TABLE>
The years of credited service for the persons named in the
Summary Compensation Table as of December 31, 1996, are: Larry J.
Bump, 19 years; Gary L. Bracken, 21 years; M. Kieth Phillips,
18 years; Melvin F. Spreitzer, 22 years; and James R. Beasley,
15 years. Amounts shown in the Pension Plan Table are straight
life annuities for years of service classifications listed. The
Pension Plan is an "excess" plan and is not offset by receipt of
Social Security benefits or any other amounts.
The Company maintains multiple contributory retirement plans
for all eligible employees (excluding nonresident aliens, union
members, and certain temporary and contract employees).
Participants who retire at age 65 are entitled to receive
retirement benefits determined on the basis of a formula
reflecting years of credited service multiplied by a percentage of
the final average salary. The final average salary is derived
from base salary and annual bonus received in the highest-paid
five consecutive years during the participant's total years of
service with Willbros.
Benefits are nonforfeitable when a participant completes five
years of vesting service. Benefits may commence when a
participant reaches the later of Normal Retirement Date (age 65)
or the five-year anniversary of the participation date. Reduced
benefits may commence upon a participant's attaining age 55 and
five years of participation. Multiple joint and survivor benefit
options are available to married participants.
Contributions are made by the Company based on the actuarially
determined cost of accrued retirement benefits, subject to
statutory limits. Employee contributions are 2% of compensation
up to the limit imposed under Section 401(a)(17) of the Internal
Revenue Code of 1986, as amended (the "Code"). Employee
contributions and interest may be distributed upon the
participant's request at termination or retirement, resulting in a
reduced annuity for vested participants.
In addition to the qualified retirement plans, the Company
maintains an Executive Benefit Restoration Plan ("EBRP") to
partially restore retirement benefits to its top five officers.
Benefit reductions resulting from statutory limits will be
partially replaced in the form of a lump sum benefit, according to
the plan, which limits the amount of compensation to be used in
calculating the restoration benefit to 150% of the participant's
base salary. The Company makes an annual, actuarially calculated
contribution to an irrevocable trust for future distributions from
the EBRP.
Employment Agreements and Change
in Control Arrangements
The Company has employment agreements with all of the executive
officers of the Company.
Effective January 1, 1996, the Company entered into Employment
Agreements with Messrs. Bump, Spreitzer, Phillips and Bracken,
which remain in effect until December 31, 1998. Effective
January 1, 1997, the Company entered into an Employment Agreement
with Mr. Beasley which will also remain in effect until
December 31, 1998. Each executive officer receives an annual base
salary equal to his total annual base salary then in effect, which
may be increased, but not
11
<PAGE>
decreased. Each agreement provides for salary adjustments for
cost of living increases; the payment of bonuses at the
discretion of such Board of Directors; and (except for
Mr. Beasley) the eligibility to participate during calendar years
1996 through 1998 in the Willbros USA, Inc. Management Incentive
Plan, dated January 1, 1996. Mr. Beasley is eligible to
participate during calendar years 1997 and 1998 in the Willbros
Engineers, Inc. Management Incentive Plan dated January 1, 1996.
Each agreement contains a confidentiality provision which would be
in effect for two years after termination of the employee's
employment, as well as a non-competition provision with which the
employee's employer has the right to require compliance for two
years from the date of termination of employment or retirement.
Each agreement also contains change of control provisions whereby
if the employee's employment is terminated for any reason within
12 months of the occurrence of a change of control of the Company
or if following a change of control of the Company the employee's
employment is not continued upon expiration of the current
employment agreement term, such employee will be entitled to elect
to receive a severance payment equal to the sum of (a) three times
his base salary then in effect, (b) three times the average
incentive payment earned for the three years preceding the
termination of employment, (c) an early retirement discount
reduction, and (d) a tax recovery payment.
All outstanding awards under the Willbros Group, Inc. 1996
Stock Plan, regardless of any limitations or restrictions, become
fully exercisable and free of all restrictions, in the event of a
Change in Control of the Company, as defined in such Plan.
Report on Executive Compensation
The Compensation Committee of the Board of Directors (the
"Compensation Committee") is responsible for establishing and
administering the Company's executive officer salary and annual
incentive compensation programs. The Stock Plan Committee of the
Board of Directors (the "Stock Plan Committee") is responsible for
administering the Company's 1996 Stock Plan. Employee Stock
Ownership Plan Committees (the "ESOP Committees") are responsible
for administering the Willbros USA, Inc. 1992 Employee Non-
Qualified Stock Ownership Plan and the Willbros International,
Inc. 1992 Employee Non-Qualified Stock Ownership Plan. Management
Stock Ownership Plan Committees (the "MSOP Committees") are
responsible for administering the Willbros USA, Inc. 1995
Management Personnel Non-Qualified Stock Ownership Plan and the
Willbros International, Inc. 1995 Management Personnel Non-
Qualified Stock Ownership Plan. The majority of the Compensation
Committee members and all of the Stock Plan Committee members are
non-employee directors who are not eligible to participate in any
of the Company's executive employee compensation programs. The
ESOP Committees and the MSOP Committees are each comprised of two
employee directors, one non-employee director and one employee who
is not a director. The Committees have access to independent
compensation consultants and data.
EXECUTIVE COMPENSATION PHILOSOPHY
The Company's executive officer compensation program is
designed to meet the following objectives:
* To connect the interests of the executive officers
with Company performance and the interests of stockholders;
* To attract, retain and motivate executive employee
talent;
* To assure that a portion of each executive
officer's total compensation is dependent upon the
appreciation of the Company's Common Stock; and
12
<PAGE>
* To provide a balanced total compensation package
that recognizes the individual contributions of each
executive officer and the overall business performance of
the Company.
These objectives are met through a program comprised of base
salary, incentive compensation plans tied to annual operating
performance levels, and long-term incentive opportunities
primarily in the form of stock-based awards. Compensation
decisions under the executive employee compensation program with
respect to the Company's executive officers are made by the
Compensation Committee and ratified by the full Board of
Directors. All of the Company's executive officers have an
employment contract which establishes incentive compensation terms
and minimum base salary.
EXECUTIVE COMPENSATION PROGRAM
The Compensation Committee conducts a full review of the
Company's executive compensation program each year. This annual
review includes analyzing survey data comparing the
competitiveness of the Company's executive compensation to that of
companies in similar lines of business or of comparable size and
scope of operations. The Committee also considers compensation
data compiled from surveys of a broader group of general industry
companies supplied by nationally known compensation consulting
firms.
BASE SALARY. Each year the Compensation Committee considers
base salary adjustments for each of the Company's executive
officers, including a cost-of-living adjustment when appropriate.
The employment agreements with the Company's executive officers
specify that annual base salary percentage increases must be at
least equal to the percentage increase in the published Consumer
Price Index during the preceding calendar year.
ANNUAL INCENTIVE PROGRAM. The Company's executive officers
are eligible for annual cash incentive awards under Incentive
Plans administered by the Compensation Committee. Each executive
officer is eligible to earn an individual award expressed as a
percentage of base salary. Executive officer incentive award
opportunities vary by level of responsibility. There is no
minimum incentive award. The maximum percentage of base salary
payable as an incentive award ranges from 100 percent to 300
percent, depending on the executive officer's position. The
awards are granted when a specified financial performance level is
achieved. In each case, the performance level is defined as a
minimum rate of return which average total net assets employed in
the business (excluding cash, cash equivalents and debt) must
earn. This plan design takes into account the stockholders'
interests by requiring the Company to achieve certain
profitability levels before an executive officer is eligible to
receive an annual incentive award.
LONG-TERM INCENTIVE PROGRAMS. The Willbros USA, Inc. 1992
Employee Non-Qualified Stock Ownership Plan and the Willbros
International, Inc. 1992 Employee Non-Qualified Stock Ownership
Plan (collectively, the "ESOP"), approved by the Company's
stockholders in 1992, permits the ESOP Committee to grant
discretionary stock options in Company stock to eligible officers,
directors and employees of Willbros USA, Inc., Willbros
International Inc. and their subsidiaries ("Participating
Companies"). One million five hundred thousand shares of the
Company's stock were originally allocated to the ESOP.
Under the ESOP, the option price per share cannot be less
than 75 percent of the fair market value of a share on the date of
the grant. The ESOP Committee, at its sole discretion, may permit
an optionee to borrow funds from a participating company to
provide all or a portion of the funds necessary to exercise
options under the ESOP. The terms and conditions of such loan are
determined by the ESOP Committee.
13
<PAGE>
Options in respect of all shares allocated to the ESOP were
exercised during 1996 or in previous years. There are currently
no shares in respect of which options can be granted under the
ESOP.
The Willbros USA, Inc. 1995 Management Personnel Non-
Qualified Stock Ownership Plan and the Willbros International,
Inc. 1995 Management Personnel Non-Qualified Stock Ownership Plan
(collectively, the `MSOP'), approved by the Company's stockholders
in 1995, permits the MSOP Committee to grant discretionary stock
options in Company stock to eligible officers, directors,
employees and consultants of Willbros USA, Inc., Willbros
International, Inc. and their subsidiaries ("Participating
Companies"). There were originally 305,760 shares of the
Company's stock allocated to the MSOP.
Under the MSOP, the option price per share cannot be less
than 75 percent of the fair market value of a share on the date of
the grant. The MSOP Committee, at its sole discretion, may permit
an optionee to borrow funds from a participating company to
provide all or a portion of the funds necessary to exercise
options under the MSOP. The terms and conditions of such loan are
determined by the MSOP Committee.
Options in respect of all shares allocated to the MSOP were
exercised during 1996. There are currently no shares in respect
of which options can be granted under the MSOP.
The Willbros Group, Inc. 1996 Stock Plan ("Stock Plan"),
approved by the stockholders in 1996, permits the Stock Plan
Committee, at its discretion, to grant various stock-based awards,
including options, stock appreciation rights and restricted stock
to the Company's executive officers, as well as to other key
management employees. An Option award may be either an incentive
stock option ("ISO") or a non-qualified stock option ("NSO"). The
Stock Plan Committee takes into account management's
recommendations regarding the number of shares or options to be
awarded to specific employees.
To date, the Stock Plan Committee has granted only ISO and
NSO awards. Both ISO and NSO awards entitle the employee to
purchase a specified number of shares of the Company's Common
Stock at a specified price during a specified period. Both the
ISO awards and the NSO awards have a 10-year term. The ISO awards
have an exercise price equal to the closing market price of the
Common Stock on the day of the grant and they vest 25 percent in
each successive calendar year, beginning with the year of grant.
The NSO awards have an exercise price equal to 95 percent of the
closing market price of the Common Stock on the day of the grant
and vest 25 percent in each successive calendar year, beginning
with the year of grant, subject to acceleration based on stock
price increases. Both types of awards are designed as an
incentive for future performance by the creation of stockholder
value over the long-term since the greatest benefit of the options
is realized only if stock price appreciation occurs.
CHIEF EXECUTIVE OFFICER COMPENSATION FOR 1996
In November 1995, the Compensation Committee approved, and
the Board of Directors ratified, a cost-of-living salary increase
of 3 percent for Mr. Bump. In May 1996, the MSOP Committee
granted Mr. Bump an option to purchase 36,000 shares of Common
Stock and 41,760 shares of Preferred Stock. In May 1996, the ESOP
Committee granted Mr. Bump an option to purchase 5,250 shares of
Common Stock. In October 1996, the Stock Plan Committee, granted
Mr. Bump an ISO to purchase 40,000 shares of Common Stock and an
NSO to purchase 35,000 shares of Common Stock. The granting of
these options was based on a subjective analysis of Mr. Bump's
performance.
POLICY REGARDING TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Code places a $1 million per person
limitation on the United States tax deduction the Company may take
for compensation paid to its Chief Executive Officer and its four
other highest paid executive officers, except compensation which
constitutes performance-based
14
<PAGE>
compensation as defined by the Code is not subject to the $1
million limit. The Compensation and Stock Plan Committees
believe that no compensation otherwise deductible for 1996
was subject to this deductibility limit. The Stock Plan
Committee generally intends to grant awards under the
1996 Stock Plan consistent with the terms of Section 162(m) so
that such awards will not be subject to the $1 million limit. In
other respects, the Compensation and Stock Plan Committees expect
to take such actions in the future as may be necessary to preserve
the deductibility of executive compensation to the extent
reasonably practicable and consistent with other objectives of the
Company's compensation program. In doing so, the Compensation and
Stock Plan Committees may utilize alternatives such as deferring
compensation to qualify compensation for deductibility and may
rely on grandfathering provisions with respect to existing
compensation commitments. If any executive officer compensation
exceeds this limitation, it is expected that such cases will
represent isolated, nonrecurring situations arising from special
circumstances.
COMPENSATION COMMITTEE ESOP AND MSOP COMMITTEES
Peter A. Leidel (until October 1996) Larry J. Bump
Melvin F. Spreitzer Melvin F. Spreitzer
Guy E. Waldvogel Peter A. Leidel
John H. Williams (after October 1996) Gary L. Bracken
M. Kieth Phillips
STOCK PLAN COMMITTEE
Guy E. Waldvogel
John H. Williams
The Report on Executive Compensation shall not be deemed
incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended, except to the extent that the Company
specifically incorporates this information by reference, and shall
not otherwise be deemed filed under such Acts.
Compensation Committee Interlocks and Insider Participation
During 1996, Melvin F. Spreitzer, an executive officer of the
Company, was a member of the Compensation Committee and
participated in deliberations concerning executive officer
compensation. The other two members of the Compensation
Committee, Guy E. Waldvogel and John H. Williams (appointed in
late October 1996), are non-employee directors of the Company.
Peter A. Leidel, a non-employee director of the Company, served on
the Compensation Committee until late October 1996.
During 1996, Dillon Read acted as a Managing Underwriter of
the Company's initial public offering of 5,490,500 shares of
Common Stock, of which 4,964,520 shares were sold by a stockholder
of the Company, and received certain fees from the Company for its
services. Mr. Leidel, a Senior Vice President of Dillon Read, is
a director of the Company.
Since January 1, 1996, Mr. Spreitzer, an executive officer of
the Company, has been indebted to the Company in amounts in excess
of $60,000. The largest amount of such indebtedness outstanding
during such period was $143,730. This indebtedness bears no
interest and the outstanding balance of such indebtedness as of
March 15, 1997, was $143,730. This indebtedness was incurred in
connection with the exercise of options to purchase Common Stock
and Preferred Stock of the Company.
15
<PAGE>
Performance Graph
The following graph compares the yearly percentage change in
the cumulative total stockholder return on the Company's Common
Stock during the period commencing August 15, 1996 (the date on
which the Company's Common Stock began trading publicly), and
ending on December 31, 1996, with the cumulative total return on
the S&P 500 Index and the S&P Engineering & Construction Index.
The comparison assumes $100 was invested on August 15, 1996, in
the Company's Common Stock and in each of the foregoing indices
and assumes reinvestment of dividends.
[ PERFORMANCE GRAPH APPEARS HERE ]
<TABLE>
<CAPTION>
15-Aug-96 31-Dec-96
---------------------------
<S> <C> <C>
Willbros Group, Inc. $100 $101
S&P Engineering & Construction
Index $100 $ 91
S&P 500 Index $100 $113
- ----------------------------------------------------------------
</TABLE>
Source: S&P Compustate Custom Data Services
The above performance graph shall not be deemed incorporated
by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent that the Company specifically
incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
16
<PAGE>
CERTAIN TRANSACTIONS
During 1996, Dillon Read acted as a Managing Underwriter of
the Company's initial public offering of 5,490,500 shares of
Common Stock, of which 4,964,520 shares were sold by a stockholder
of the Company, and received certain fees from the Company for its
services. Bryan H. Lawrence and Peter A. Leidel, a Managing
Director and a Senior Vice President, respectively, of Dillon
Read, are directors of the Company.
Since January 1, 1996, certain executive officers of the
Company have been indebted to the Company in amounts in excess of
$60,000 under various notes. Such notes were issued to evidence
certain loans by the Company to such officers in connection with
the purchase of shares of Common Stock and Preferred Stock
pursuant to certain management and employee stock ownership plans.
No shares will be sold in the future under these plans. The
following table sets forth, as to the persons shown, the largest
amounts of their indebtedness outstanding during such period, the
interest rates, the final maturity dates and the outstanding
balances of such indebtedness as of March 15, 1997:
<TABLE>
<CAPTION>
Largest Final Outstanding
Amount of Interest Maturity Balance at
Name Indebtedness Rate Date March 15, 1997
- ------------------------------------------ --------- -----------
<S> <C> <C> <C> <C>
Larry J. Bump $493,181 0% April 15, $493,181
2000
Gary L. Bracken 143,730 0 April 15, 143,730
2000
M. Kieth Phillips 143,730 0 April 15, 143,730
2000
Melvin F. Spreitzer 143,730 0 April 15, 143,730
2000
James R. Beasley 93,645 0 April 15, 71,160
2000
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors and executive officers,
and persons who own more than ten percent of the Common Stock, to
report their initial ownership of the Common Stock and any
subsequent changes in that ownership to the SEC and the New York
Stock Exchange, and to furnish the Company with a copy of each
such report. SEC regulations impose specific due dates for such
reports, and the Company is required to disclose in this Proxy
Statement any failure to file by these dates during and with
respect to fiscal 1996.
To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written
representations that no other reports were required, during and
with respect to fiscal 1996, all Section 16(a) filing requirements
applicable to its officers, directors and more than ten percent
stockholders were complied with.
OTHER MATTERS
Matters Which May Come Before the Annual Meeting
The Board of Directors knows of no matters other than those
described in this Proxy Statement which will be brought before the
Annual Meeting for a vote of the stockholders. If any other
matter
17
<PAGE>
properly comes before the Annual Meeting for a stockholder's
vote, the persons named in the accompanying proxy will vote
thereon in accordance with their best judgment.
Proposals of Stockholders
Proposals of stockholders intended to be presented at the
Company's 1998 Annual Meeting of Stockholders must be received at
the principal executive offices of the Company, Edificio Torre
Banco Germanico, Calle 50 y 55 Este, Apartado 850048, Panama 5,
Republic of Panama, on or before December 1, 1997, to be
considered for inclusion in the Company's proxy statement and
accompanying proxy for that meeting.
Annual Report
A copy of the Company's Annual Report on Form 10-K for the
year ended December 31, 1996, as filed with the Securities and
Exchange Commission, will be furnished without charge to
stockholders upon written request to: Brian J. Heagler, Investor
Relations, c/o Willbros USA, Inc., 2431 East 61st Street,
Suite 700, Tulsa, Oklahoma 74136-1267.
By Order of the Board of
Directors,
/s/ John N. Hove
-----------------------------
John N. Hove
Secretary
March 31, 1997
Panama City, Panama
18
<PAGE>
[ LOGO ] WILLBROS GROUP, INC.
This Proxy is Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders to be held May 2, 1997
The undersigned hereby appoints L.W. Watson, III and Rogelio
de la Guardia, and each of them, with full power of substitution,
as proxies to represent and vote all of the shares of Common Stock
the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Willbros Group, Inc. to be held on the 2nd day of
May, 1997, at 9:00 a.m., local time, at the Inter Continental
Hotel, Miramar Plaza, Balboa Avenue, Panama City, Panama, and at
any and all adjournments thereof, on all matters coming before
said meeting.
PLEASE MARK, SIGN AND DATE THE PROXY ON THE OTHER SIDE
AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(continued on other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
Please mark
your votes as
indicated in X
this example ----
1. Election of Directors.
Nominees: Melvin F. Spreitzer, Peter A. Leidel
and M. Kieth Phillips as Class I Directors and Gary
L. Bracken as a Class III Director.
---- FOR all nominees ---- WITHHOLD AUTHORITY
listed to the to vote for all
right (except as nominees
marked to the listed to the
contrary right
INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write the nominee's name in the space
provided below.
-------------------------------------------------------------
2. Ratification of KPMG Peat Marwick as independent auditors of
the Company for 1997.
---- FOR ---- AGAINST ---- ABSTAIN
3. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting
and at any and all adjournments thereof.
------------------------------------
Signature
------------------------------------
Signature if held jointly
Dated:-----------------------, 1997
Please sign exactly as name appears
herein, date and return promptly.
When shares are held by joint
tenants, both must sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by duly authorized
officer and give title of officer.
If a partnership, please sign in
partnership name by authorized
person and give title or capacity
of person signing.
