<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM 11-K/A1
(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
<PAGE>
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
---------------------------------
Melvin F. Spreitzer
Retirement Plans Committee
2
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
INDEX TO
--------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
- -----------------------------------------------------------------------
Page
------
Independent Auditors' Report 4
- ----------------------------
Financial Statements:
- --------------------
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
- ----------------------
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
<PAGE>
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
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1996 and 1995
<CAPTION>
1996 1995
---------- ----------
<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 Intermediate
Bond Fund - 334,339
American Performance Cash Management
Fund 139,492 150,743
Miller, Anderson & Sherrerd Balanced Fund 833,375 707,303
Westcore Midco Growth Fund Institutional 404,572 312,935
Warburg, Pincus International Equity Fund 147,300 134,535
Participant Loan Fund 163,460 181,038
----------- ---------
8,611,885 7,476,301
Accrued investment income 8,510 17,955
Cash 29,159 51,897
----------- ----------
Net assets available for plan benefits $ 8,649,554 $7,546,153
========== ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years ended December 31, 1996 and 1995
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value
of investments $ 260,006 $ 993,255
Dividends 402,688 187,573
Interest 116,019 148,006
---------- ----------
778,713 1,328,834
Transfer of assets from another plan - 5,006
Contributions:
Employer 181,202 184,887
Participants 436,798 299,696
---------- ----------
618,000 484,583
---------- ----------
Total additions 1,396,713 1,818,423
Deductions from net assets attributed to:
Benefits paid to participants 277,584 770,507
Forfeitures 1,928 2,956
Transfer of assets to another plan 2,460 -
Trustee and other fees 11,340 -
---------- ----------
Total deductions 293,312 773,463
---------- ---------
Net increase 1,103,401 1,044,960
Net assets available for plan benefits:
Beginning of year 7,546,153 6,501,193
---------- ----------
End of year $ 8,649,554 $ 7,546,153
=========== ===========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
The following description of the Willbros USA, Inc. Employees'
Investment Plan (the "Plan") provides only general information.
Participants should refer to the Plan documents for a more complete
description of the Plan's provisions.
General - The Plan is a defined contribution plan covering
substantially all full-time employees of Willbros USA, Inc. and all
salaried employees of Willbros Energy Services Company (collectively
the "Company") who have one year of eligible service. It is subject to
the provisions of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA").
Contributions - Participants may contribute, by payroll deductions,
from 1% to 14% of their compensation to the Plan and allocate these
amounts as deferred or taxable contributions. The Company may
contribute an amount equal to 100% of each participant's contribution
up to a maximum of 5% of their compensation. For the years ended
December 31, 1996 and 1995, the Company was contributing up to 4% of
participants' compensation.
Participant Accounts - Each participant's accounts are credited with
the participant's contributions and the Company's contributions. At
each valuation date, participants' accounts for each investment option
are credited with their share of the net income and gains and charged
with losses. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
Under certain circumstances transfers of balances between plans may be
made.
Vesting - Participants are immediately vested in their voluntary
contribution account and their salary reduction account plus actual
earnings thereon. Vesting in the Company contribution account is based
on years of service earned as follows: 3 years - 50%; 4 years - 75%;
and 5 years - 100%.
Forfeitures - The portion of a participant's employer contribution
that is forfeited because of termination of employment before full
vesting is applied to reduce the Company's future contributions.
Payment of Plan Benefits - On termination of service, participants
may elect to receive a lump-sum amount equal to the vested value of
their accounts, or, if vested benefits exceed $3,500, defer
distribution until age 70 is reached or death occurs.
Participants who have made contributions to the Plan for an aggregate
of 60 months may withdraw their Company contribution and voluntary
contribution accounts. Such participants who are age 59-1/2 may also
withdraw their salary reduction accounts. Hardship withdrawals from
salary reduction accounts before age 59-1/2 are also permitted under
certain circumstances.
Participant Loans - Participants may borrow from the Plan pursuant to
Section 408(b)(1) of ERISA. Loans to a participant may not exceed the
lesser of 50% of the present value of the nonforfeitable accrued
benefit of the participant, the balance of the participant's voluntary
and salary reduction contribution accounts plus the vested portion of
his or her Company contribution account, or $50,000. The minimum loan
is $1,000.
Loans are stated at cost which approximates fair value.
7
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan (Continued)
Investment Options - Participants may direct investment of their
funds to one or more of the following investment options:
Option A: Specifically Directed Investment Fund,
Option B: The Janus Fund's Equity Option,
Option C: Voyageur Asset Management Intermediate Bond Fund (1996),
Option C: American Performance Intermediate Bond Fund (1995),
Option D: American Performance Cash Management Fund,
Option E: Miller, Anderson & Sherrerd Balanced Fund,
Option F: Westcore Midco Growth Fund Institutional,
Option G: Warburg, Pincus International Equity Fund.
2. Summary of Significant Accounting Policies
Basis of Presentation - The accompanying financial statements of the
Plan have been prepared on an accrual basis. The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amounts of net assets available for plan benefits
and changes in net assets available for plan benefits during the
reporting period. Actual results could differ from those estimates.
Administrative Expenses - Administrative expenses of the Plan (except
transaction fees for Option A participants and wire fees for sales of
Option B) are paid by the Company.
Net Assets Available for Plan Benefits - Net assets available for
plan benefits include benefits payable to current participants and
those who have withdrawn from the Plan. There are no benefits payable
at December 31, 1996. Benefits payable at December 31, 1995 were
$2,855. The annual information return filed with the Internal Revenue
Service (Form 5500) requires these amounts to be stated as a liability
and a distribution.
Investments - Investments are held in pooled trust funds and mutual
funds and are stated at the Plan's proportionate share of the fair
value of the holdings of the pooled trust funds. If available, quoted
market prices are used to value investments in mutual funds and other
securities. The difference between the current value and the
historical cost is reflected as net appreciation and depreciation.
Purchases and sales of investments are recorded on a trade date basis.
3. Plan Termination
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any time
and to terminate the Plan subject to the provisions of ERISA. In the
event of plan termination, participants will become 100 percent vested
in their accounts.
4. Tax Status
The Plan was established January 1, 1976 under the provisions of
ERISA. The Internal Revenue Service has determined that the Plan is
qualified under Sections 401(a) and 401(k) of the Internal Revenue Code
and that the Plan is exempt from federal income taxes under Section
501(a) which provides that earned income is taxable only upon
distribution thereof. A favorable determination letter covering the
Plan has been received from the Internal Revenue Service.
8
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
5. Investments
The Plan's investments and cash are held by BancOklahoma Trust
Company and administered under a trust agreement with the Company. The
trustee has full discretionary authority for purchase and sale of
investments not specifically directed by participants within the
approved Plan options; however, the Retirement Plans Committee for the
Plan retains the right to change the options available to participants.
The following table presents the fair values of investments at December
31, 1996 and 1995. Investments that represent 5% or more of the Plan's
net assets are separately identified.
<TABLE>
<CAPTION>
1996
-----------------------------
No. of Shares/
Loans or
Principal Fair
Amount ($) Value
------------- -----------
<S> <C> <C>
Specifically Directed Investment Fund:
Others N/A $6,028,589
The Janus Fund's Equity Option 23,259 568,682
Voyageur Asset Management
Intermediate Bond Fund 31,568 326,415
American Performance
Intermediate Bond Fund - -
American Performance
Cash Management Fund $ 139,492 139,492
Miller, Anderson & Sherrerd
Balanced Fund 64,254 833,375
Westcore Midco Growth Fund
Institutional 20,168 404,572
Warburg, Pincus International
Equity Fund 7,068 147,300
Participant Loan Fund 30 163,460
----------
$8,611,885
==========
<CAPTION>
1995
----------------------------
No. of Shares/
Loans or
Principal Fair
Amount ($) Value
------------- ------------
<S> <C> <C>
Specifically Directed Investment Fund:
Others N/A $5,300,710
The Janus Fund's Equity Option 15,395 354,698
Voyageur Asset Management
Intermediate Bond Fund - -
American Performance
Intermediate Bond Fund 31,933 334,339
American Performance
Cash Management Fund $ 150,743 150,743
Miller, Anderson & Sherrerd
Balanced Fund 54,618 707,303
Westcore Midco Growth Fund
Institutional 15,837 312,935
Warburg, Pincus International
Equity Fund 6,850 134,535
Participant Loan Fund 31 181,038
----------
$7,476,301
==========
</TABLE>
The following schedule presents the net appreciation (depreciation)
in fair value for each investment option for the years ended December
31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Specifically Directed Investment Fund $ 243,084 $ 738,295
Janus Fund's Equity Option 18,122 72,946
Voyageur Asset Management Intermediate
Bond Fund / American Performance
Intermediate Bond Fund (12,601) 23,076
Miller, Anderson & Sherrerd Balanced Fund 370 97,246
Westcore Midco Growth Fund Institutional 2,424 52,688
Warburg, Pincus International Equity Fund 8,607 9,004
---------- ----------
$ 260,006 $ 993,255
========== ==========
</TABLE>
9
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
5. Investments (Continued)
The following schedule presents investments held by option at
December 31, 1996 and 1995:
<TABLE>
<CAPTION>
Option
----------------------------------------------------
A B C D
--------- ---------- ------------ -----------
1996
- ----
<S> <C> <C> <C> <C>
Investments, at fair value:
Specifically Direct-
ed Investment Fund $6,028,589 $ - $ - $ -
The Janus Fund's
Equity Option - 568,682 - -
Voyageur Asset Manage-
ment Intermediate
Bond Fund - - 326,415 -
American Performance
Cash Management Fund - 15,900 468 114,607
Miller, Anderson &
Sherrerd Balanced Fund - - - -
Westcore Midco Growth
Fund Institutional - - - -
Warburg, Pincus Inter-
national Equity Fund - - - -
Participant Loan Fund - - - -
---------- ---------- ---------- ----------
Total
Investments $6,028,589 $ 584,582 $ 326,883 $ 114,607
========== ========== ========== ==========
<CAPTION>
Option
------------------------------------ Loan
E F G Fund
---------- ----------- ---------- ----------
1996 - continuation
- -------------------
<S> <S> <S> <S> <S>
Investments, at fair value:
Specifically Direct-
ed Investment Fund $ - $ - $ - $ -
The Janus Fund's
Equity Option - - - -
Voyageur Asset Manage-
ment Intermediate
Bond Fund - - - -
American Performance
Cash Management Fund 3,075 1,361 960 3,121
Miller, Anderson &
Sherrerd Balanced Fund 833,375 - - -
Westcore Midco Growth
Fund Institutional - 404,572 - -
Warburg, Pincus Inter-
national Equity Fund - - 147,300 -
Participant Loan Fund - - - 163,460
---------- ---------- ---------- ----------
Total
Investments $ 836,450 $ 405,933 $ 148,260 $ 166,581
========== ========== ========== ==========
<CAPTION>
Total
----------
1996 - continuation
- -------------------
<S> <C>
Investments, at fair value:
Specifically Direct-
ed Investment Fund $6,028,589
The Janus Fund's
Equity Option 568,682
Voyageur Asset Manage-
ment Intermediate
Bond Fund 326,415
American Performance
Cash Management Fund 139,492
Miller, Anderson &
Sherrerd Balanced Fund 833,375
Westcore Midco Growth
Fund Institutional 404,572
Warburg, Pincus Inter-
national Equity Fund 147,300
Participant Loan Fund 163,460
----------
Total
Investments $8,611,885
==========
</TABLE>
<TABLE>
<CAPTION>
Option
-------------------------------------------------
A B C D
---------- ----------- ----------- ---------
1995
- ----
<S> <C> <C> <C> <C>
Investments, at fair value:
Specifically Direct-
ed Investment Fund $5,300,710 $ - $ - $ -
The Janus Fund's
Equity Option - 354,698 - -
American Performance
Intermediate Bond
Fund - - 334,339 -
American Performance
Cash Management Fund - 2,623 15 132,971
Miller, Anderson &
Sherrerd Balanced Fund - - - -
Westcore Midco Growth
Fund Institutional - - - -
Warburg, Pincus Inter-
national Equity Fund - - - -
Participant Loan Fund - - - -
---------- ----------- ----------- ----------
Total
Investments $5,300,710 $ 357,321 $ 334,354 $ 132,971
========== =========== =========== ==========
<CAPTION>
Option
------------------------------------ Loan
E F G Fund
---------- ---------- ---------- -----------
1995 - continuation
- -------------------
<S> <C> <C> <C> <C>
Investments, at fair value:
Specifically Direct-
ed Investment Fund $ - $ - $ - $ -
The Janus Fund's
Equity Option - - - -
American Performance
Intermediate Bond
Fund - - - -
American Performance
Cash Management Fund 3,867 920 647 9,700
Miller, Anderson &
Sherrerd Balanced Fund 707,303 - - -
Westcore Midco Growth
Fund Institutional - 312,935 - -
Warburg, Pincus Inter-
national Equity Fund - - 134,535 -
Participant Loan Fund - - - 181,038
---------- ---------- ---------- ----------
Total
Investments $ 711,170 $ 313,855 $ 135,182 $ 190,738
<CAPTION>
Total
-----------
1995 - continuation
- -------------------
<S> <C>
Investments, at fair value:
Specifically Direct-
ed Investment Fund $5,300,710
The Janus Fund's
Equity Option 354,698
American Performance
Intermediate Bond
Fund 334,339
American Performance
Cash Management Fund 150,743
Miller, Anderson &
Sherrerd Balanced Fund 707,303
Westcore Midco Growth
Fund Institutional 312,935
Warburg, Pincus Inter-
national Equity Fund 134,535
Participant Loan Fund 181,038
----------
Total
Investments $7,476,301
==========
</TABLE>
10
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
5. Investments (Continued)
The following schedule presents the changes in net assets available
for plan benefits by investment option for the years ended December 31,
1996 and 1995.
<TABLE>
<CAPTION>
Option
-------------------------------------------------
A B C D
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net assets available for
plan benefits as of
December 31, 1994 $4,282,751 $ 304,859 $ 429,423 $ 526,318
Investment income:
Net appreciation in
fair value of
investments $ 738,295 $ 72,946 $ 23,076 $ -
Dividends 129,697 6,369 - -
Interest 94,293 730 28,695 13,305
Employer contributions 71,126 21,891 7,984 11,605
Participant contributions 100,929 32,308 12,733 15,253
Benefits paid to
participants (56,536) (90,308) (139,924) (417,102)
Loans to participants (39,250) (22,767) (9,684) (2,051)
Reinvestment of loan
payments 36,353 12,793 3,080 4,527
Forefeitures - - - (231)
Transfers (19,093) 21,280 (19,038) (15,867)
Transfer of assets
from another plan - 2,404 856 -
---------- ---------- ---------- ----------
Net assets available for
plan benefits as of
December 31, 1995 5,338,565 362,505 337,201 135,757
Investment income:
Net appreciation
(depreciation) in
fair value of
investments 243,084 18,122 (12,601) -
Dividends 205,076 19,513 - -
Interest 76,358 430 18,517 5,450
Employer contributions 68,314 26,645 6,584 7,207
Trustee and other fees (11,340) - - -
Participant contributions 249,825 41,425 8,233 9,011
Benefits paid to
participants (153,137) (22,672) (3,719) (1,611)
Loans to participants (46,500) (12,742) (251) (171)
Reinvestment of loan
payments 66,902 17,620 3,053 30
Forefeitures - (316) (78) (307)
Transfers 14,495 136,663 (29,555) (39,529)
Transfer of assets
to another plan - - - -
---------- ---------- ---------- ----------
Net assets available for
plan benefits as of
December 31, 1996 $6,051,642 $ 587,193 $ 327,384 $ 115,837
========== ========== ========== ==========
<CAPTION>
Option
------------------------------------ Loan
E F G Fund
------------------------------------ ----------
-continuation-
<S> <C> <C> <C> <C>
Net assets available for
plan benefits as of
December 31, 1994 $ 491,021 $ 221,015 $ 107,049 $ 138,757
Investment income:
Net appreciation in
fair value of
investments 97,246 52,688 9,004 -
Dividends 47,420 - 4,087 -
Interest 586 125 74 10,198
Employer contributions 44,809 16,092 11,380 -
Participant contributions 80,067 28,567 18,987 10,852
Benefits paid to
participants (54,157) (5,531) (3,174) (3,775)
Loans to participants (23,773) (12,768) (7,357) 117,650
Reinvestment of loan
payments 16,109 7,246 4,415 (84,523)
Forefeitures (2,333) (122) (270) -
Transfers 25,125 9,304 (6,529) 4,818
Transfer of assets
from another plan 872 874 - -
--------- ---------- --------- ---------
Net assets available for
plan benefits as of
December 31, 1995 722,992 317,490 137,666 193,977
Investment income:
Net appreciation
(depreciation) in
fair value of
investments 370 2,424 8,607 -
Dividends 108,381 64,053 5,665 -
Interest 435 215 79 14,535
Employer contributions 43,629 17,453 11,370 -
Trustee and other fees - - - -
Participant contributions 82,102 28,682 17,450 70
Benefits paid to
participants (83,067) (8,745) (2,681) (1,952)
Loans to participants (33,360) (6,750) (1,176) 100,950
Reinvestment of loan
payments 30,378 11,881 5,891 (135,755)
Forefeitures (706) (438) (83) -
Transfers (30,066) (18,522) (33,486) -
Transfer of assets
from another plan - - - (2,460)
--------- ---------- --------- ---------- ------------
Net assets available for
plan benefits as of
December 31, 1996 $ 841,088 $ 407,743 $ 149,302 $ 169,365
========== ========== ========== ==========
<CAPTION>
Total
----------
- continuation
<S> <C>
Net assets available for
plan benefits as of
December 31, 1994 $6,501,193
Investment income:
Net appreciation in
fair value of
investments 993,255
Dividends 187,573
Interest 148,006
Employer contributions 184,887
Participant contributions 299,696
Benefits paid to
participants (770,507)
Loans to participants -
Reinvestment of loan
payments -
Forefeitures (2,956)
Transfers -
Transfer of assets
from another plan 5,006
----------
Net assets available for
plan benefits as of
December 31, 1995 7,546,153
Investment income:
Net appreciation
(depreciation) in
fair value of
investments 260,006
Dividends 402,688
Interest 116,019
Employer contributions 181,202
Trustee and other fees (11,340)
Participant contributions 436,798
Benefits paid to
participants (277,584)
Loans to participants -
Reinvestment of loan
payments -
Forefeitures (1,928)
Transfers -
Transfer of assets
from another plan (2,460)
----------
Net assets available for
plan benefits as of
December 31, 1996 $8,649,554
==========
</TABLE>
11
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
6. Subsequent Event
Effective March 1, 1997, the Plan was merged with the plan of an
affiliated company, was renamed the Willbros Employees' 401(k)
Investment Plan, and has a new investment option for Willbros Group,
Inc. common stock. In addition, effective March 1, 1997, at
participant's option, the Company's matching contribution may be made
either in cash or Willbros Group, Inc. common stock. Willbros Group,
Inc. is the parent company of Willbros USA, Inc. The net assets
available for plan benefits of the affiliated company plan as of
December 31, 1996 were $6,281,725.
12
<PAGE>
APPENDIX I
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1996
<TABLE>
<CAPTION>
Identity
of Issue,
Party- Borrower,
in- Lessor, or Description
interest Similiar of Current
(*) Party Investment Cost Value
- -------- ----------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Specifically Directed Funds invested in
Investment Fund various equity and
interest-bearing
securities at the
direction of indi-
vidual participants $5,677,975 $6,028,589
The Janus Fund's Equity mutual fund
Equity Option invested in common
stocks 521,444 568,682
Westcore Midco Aggressive equity
Growth Fund fund invested in
Institutional mid-cap equity
investments 364,978 404,572
Warburg, Pincus Mutual fund invest-
International Equity ed in international
Fund equity investments 142,544 147,300
Voyageur Asset Fixed income mutual
Management fund invested in U.S.
* Intermediate Bond government bonds,
Fund U.S. government
agency and corporate
bonds 337,335 326,415
American Performance Short-term money
* Cash Management market fund bearing
Fund interest 115,837 139,492
Miller, Anderson & Pooled fund invest-
Sherrerd Balanced ed in other various
Fund equity and interest-
bearing pooled funds 778,588 833,375
* Loans to Participants Loans extended to 30
participants maturing
in less than 5 years
with interest rates
ranging from 6% to
9% 163,460 163,460
---------- ----------
$8,102,161 $8,611,885
========== ==========
</TABLE>
13
<PAGE>
APPENDIX II
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
<TABLE>
ITEM 27d- SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 1996
<CAPTION>
Identity
of
Party Purchase Selling Lease
Involved (1) Description of Asset Price Price Rental
- ---------- -------------------- -------- ------- ------
<S> <C> <C> <C> <C>
Purchase of Investments:
Option A - Specifically
Directed
American Performance
Cash Management Fund
Series of
Transactions $2,412,937 N/A N/A
U.S. Government
Securities
Single Transaction:
March 4, 1996 387,170 N/A N/A
Option C - Intermediate
Term Bond Fund
Voyageur U.S. Govern-
ment Securities Fund 402,156 N/A N/A
Sale of Investments:
Option A - Specifically
Directed
American Performance
Cash Management Fund N/A 2,757,026 N/A
Option C - Intermediate
Term Bond Fund
Voyageur U.S. Govern-
ment Securities Fund N/A 59,664 N/A
- - continuation
<CAPTION>
Current
Value of
Identity Expenses Asset on
of Incurred Trans-
Party With Cost of action
Involved (1) Description of Asset Transaction Asset Date
- ----------- -------------------- ----------- ------ ---------
<S> <C> <C> <C> <C>
Purchase of Investments:
Option A - Specifically
Directed
American Performance
Cash Management Fund
Series of
Transactions N/A $2,412,937 $2,412,937
U.S. Government
Securities
Single Transaction:
March 4, 1996 N/A 387,170 387,170
Option C - Intermediate
Term Bond Fund
Voyageur U.S. Govern-
ment Securities Fund N/A 402,156 402,156
Sale of Investments:
Option A - Specifically
Directed
American Performance
Cash Management Fund N/A 2,757,026 2,757,026
Option C - Intermediate
Term Bond Fund
Voyageur U.S. Govern-
ment Securities Fund N/A 62,345 59,664
- continuation
<CAPTION>
Identity
of Net
Party Gain or
Involved (1) Description of Asset (Loss)
- ----------- -------------------- -------
<S> <C> <C>
Purchase of Investments:
Option A - Specifically
Directed
American Performance
Cash Management Fund
Series of
Transactions N/A
U.S. Government
Securities
Single Transaction:
March 4, 1996 N/A
Option C - Intermediate
Term Bond Fund
Voyageur U.S. Govern-
ment Securities Fund N/A
Sale of Investments:
Option A - Specifically
Directed
American Performance
Cash Management Fund -
Option C - Intermediate
Term Bond Fund
Voyageur U.S. Govern-
ment Securities Fund (2,681)
</TABLE>
(1) All transactions involved BancOklahoma Trust Company, the
trustee.
14
<PAGE>
EXHIBIT INDEX
---------------------
EXHIBIT
NUMBER EXHIBIT
-------- ---------
23 Independent Auditors' Consent
15
<PAGE>
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
