<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 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-------------------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
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 USA, Inc. Employees' Investment Plan has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
Date: February 6, 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 7-14
Supplemental Schedules
- ----------------------
Appendix I - Item 27a - Schedule of Assets Held for Investment
Purposes 15
Appendix II - Item 27d - Schedule of Reportable Transactions 16
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 Investment Plan 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, 1995 and 1994 and the related statements of changes in net assets
available for plan benefits forthe 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, 1995 and 1994 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
July 12, 1996
4
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Investments, at fair value:
Specially Directed Investment Fund $ 5,300,710 $ 4,230,435
Janus Fund's Equity Option 354,698 302,114
American Performance Intermediate
Bond Fund 334,339 425,870
American Performance Cash Management
Fund 150,743 522,940
Miller, Anderson & Sherrerd Balanced
Fund 707,303 519,430
Westcore Midco Growth Fund Institutional 312,935 211,840
Warburg, Pincus International Equity Fund 134,535 102,498
Participant Loan Fund 181,038 138,732
----------- -----------
7,476,301 6,453,859
Accrued investment income 17,955 13,855
Cash 51,897 33,479
----------- -----------
Net assets available for plan benefits $ 7,546,153 $ 6,501,193
=========== ===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
--------------- -----------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net (depreciation) appreciation in fair value
of investments $ 993,255 $ (207,874)
Dividends 187,573 128,150
Interest 148,006 147,151
----------- ------------
1,328,834 67,427
Transfer of assets from another plan 5,006 156,108
Contributions:
Employer 184,887 186,270
Participants 299,696 292,031
----------- -----------
484,583 478,301
----------- -----------
Total additions 1,818,423 701,836
Deductions from net assets attributed to:
Benefits paid to participants 770,507 38,207
Forfeitures 2,956 748
Transaction fees - 898
----------- -----------
Total deductions 773,463 39,853
Net increase 1,044,960 661,983
Net assets available for plan benefits:
Beginning of year 6,501,193 5,839,210
----------- -----------
End of year $ 7,546,153 $ 6,501,193
=========== ===========
</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 document 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, 1995 and 1994, the Company was contributing up
to 4% of participants' compensation.
Participant Accounts - Each participant's account is credited with the
participant's contribution 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 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: American Performance Intermediate Bond Fund,
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. Benefits payable at December 31, 1995 are $2,855.
There were no benefits payable at December 31, 1994. 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 Committee of the Plan retains the right to change the options
available to participants. The following table presents the fair values of
investments at December 31, 1995 and 1994. Investments that represent 5% or
more of the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
1995 1994
-----------------------------------------------------
No. of Shares/ No. of Shares/
Loans or Loans or
Principal Fair Principal Fair
Amount ($) Value Amount($) Value
-------------- ----- -------------- ----------- -------
<S> <C> <C> <C> <C>
Specifically Directed Investment Fund:
Fourth Financial Corporation
Convertible Preferred Stock $ - $ - $ - $ 337,500
Others N/A 5,300,710 N/A 3,892,935
The Janus Fund's Equity Option 15,395 354,698 16,087 302,114
American Performance
Intermediate Bond Fund 31,933 334,339 43,017 425,870
American Performance
Cash Management Fund 150,743 150,743 522,940 522,940
Miller, Anderson & Sherrerd
Balanced Fund 54,618 707,303 47,523 519,430
Westcore Midco Growth Fund
Institutional 15,837 312,935 13,174 211,840
Warburg, Pincus International
Equity Fund 6,850 134,535 5,577 102,498
Participant Loan Fund 31 181,038 28 138,732
----------- -----------
$ 7,476,301 $ 6,453,859
=========== ===========
</TABLE>
The following schedule presents the net appreciation (depreciation) in fair
value for each investment option for the years ended December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Specifically Directed Investment Fund $ 738,295 $ (123,300)
Janus Fund's Equity Option 72,946 (13,374)
American Performance Intermediate Bond Fund 23,076 (35,511)
Miller, Anderson & Sherrerd Balanced Fund 97,246 (29,939)
Westcore Midco Growth Fund Institutional 52,688 3,233
Warburg, Pincus International Equity Fund 9,004 (8,983)
----------- -----------
$ 993,255 $ (207,874)
=========== ===========
</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,
1995 and 1994:
<TABLE>
<CAPTION>
Option
----------------------------------------------------------------
A B C D E
----- ----- ----- ----- ------
<S> <C> <C> <C> <C> <C>
1995
- ----
Investments, at fair value:
Specifically Directed 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 3,867
Miller, Anderson & Sherrerd
Balanced Fund - - - - 707,303
Westcore Midco Growth Fund
Institutional - - - - -
Warburg, Pincus International
Equity Fund - - - - -
Participant Loan Fund - - - - -
----------- ----------- ----------- ----------- -----------
Total Investments $ 5,300,710 $ 357,321 $ 334,354 $ 132,971 $ 711,170
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Option
------------------------- Loan
F G Fund Total
----- ----- ---------- ----------
1995 - continuation
- -------------------
<S> <C> <C> <C> <C>
Investments, at fair value:
Specifically Directed 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 920 647 9,700 150,743
Miller, Anderson & Sherrerd
Balanced Fund - - - 707,303
Westcore Midco Growth Fund
Institutional 312,935 - - 312,935
Warburg, Pincus International
Equity Fund - 134,535 - 134,535
Participant Loan Fund - - 181,038 181,038
----------- ----------- ----------- -----------
Total Investments $ 313,855 $ 135,182 $ 190,738 $ 7,476,301
=========== =========== =========== ===========
</TABLE>
10
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
5. Investments (Continued)
<TABLE>
<CAPTION>
Option
-----------------------------------------------------------------
A B C D E
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
1994
- ----
Investments, at fair value:
Specifically Directed Investment
Fund $ 4,230,435 $ - $ - $ - $ -
The Janus Fund's Equity Option - 302,114 - - -
American Performance
Intermediate Bond Fund - - 425,870 - -
American Performance Cash
Management Fund - 99 251 522,564 3
Miller, Anderson & Sherrerd
Balanced Fund - - - - 519,430
Westcore Midco Growth Fund
Institutional - - - - -
Warburg, Pincus International
Equity Fund - - - - -
Participant Loan Fund - - - - -
----------- ----------- ----------- ----------- -----------
Total Investments $ 4,230,435 $ 302,213 $ 426,121 $ 522,564 $ 519,433
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Option
-------------------------- Loan
F G Fund Total
----- ----- -------- ---------
<S> <C> <C> <C> <C>
1994 - continuation
- -------------------
Investments, at fair value:
Specifically Directed Investment
Fund $ - $ - $ - $ 4,230,435
The Janus Fund's Equity Option - - - 302,114
American Performance
Intermediate Bond Fund - - - 425,870
American Performance Cash
Management Fund 1 22 - 522,940
Miller, Anderson & Sherrerd
Balanced Fund - - - 519,430
Westcore Midco Growth Fund
Institutional 211,840 - - 211,840
Warburg, Pincus International
Equity Fund - 102,498 - 102,498
Participant Loan Fund - - 138,732 138,732
----------- ----------- ----------- -----------
Total Investments $ 211,841 $ 102,520 $ 138,732 $ 6,453,859
=========== =========== =========== ===========
</TABLE>
11
<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, 1995 and 1994.
<TABLE>
<CAPTION>
Option
----------------------------------------------------------------
A B C D E
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Net assets available for plan benefits
as of December 31, 1993 $ 4,247,474 $ 195,012 $ 401,425 $ 551,052 $ 338,076
Investment income:
Net appreciation (depreciation)
in fair value of investments (123,300) (13,374) (35,511) - (29,939)
Dividends 101,587 1,341 - - 15,123
Interest 87,640 1,214 29,058 20,365 453
Transfer of assets from another plan - 22,439 22,665 9,980 91,643
Employer contributions 69,784 18,355 11,696 21,055 52,749
Participant contributions 108,034 25,702 18,103 25,192 91,041
Benefits paid to participants - (8,442) (2,095) (18,478) (9,192)
Loans to participants (37,050) (3,365) (3,728) (6,132) (15,546)
Reinvestment of loan payments 26,584 4,157 4,484 3,258 12,768
Forefeitures - - (299) (298) (151)
Transaction fees (870) (28) - - -
Transfers (197,132) 61,848 (16,375) (79,676) (56,004)
---------- ----------- ----------- ----------- -----------
Net assets available for plan benefits
as of December 31, 1994 $ 4,282,751 $ 304,859 $ 429,423 $ 526,318 $ 491,021
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Option
------------------------ Loan
F G Fund Total
----- ----- --------- -----------
<S> <C> <C> <C> <C>
Net assets available for plan benefits
as of December 31, 1993 - continuation $ - $ - $ 106,171 $ 5,839,210
Investment income:
Net appreciation (depreciation)
in fair value of investments 3,233 (8,983) - (207,874)
Dividends 6,834 3,265 - 128,150
Interest 59 12 8,350 147,151
Transfer of assets from another plan 15 48 9,318 156,108
Employer contributions 7,222 5,409 - 186,270
Participant contributions 14,968 8,991 - 292,031
Benefits paid to participants - - - (38,207)
Loans to participants (3,912) (167) 69,900 -
Reinvestment of loan payments 2,512 1,219 (54,982) -
Forefeitures - - - (748)
Transaction fees - - - (898)
Transfers 190,084 97,255 - -
----------- ----------- ----------- -----------
Net assets available for plan benefits
as of December 31, 1994 $ 221,015 $ 107,049 $ 138,757 $ 6,501,193
=========== =========== =========== ===========
</TABLE>
12
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
5. Investments (Continued)
<TABLE>
<CAPTION>
Option
----------------------------------------------------------------
A B C D E
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Investment income:
Net appreciation in fair value
of investments $ 738,295 $ 72,946 $ 23,076 $ - $ 97,246
Dividends 129,697 6,369 - - 47,420
Interest 94,293 730 28,695 13,305 586
Transfer of assets from another plan (19,093) 21,280 (19,038) (15,867) 25,125
Employer contributions 71,126 21,891 7,984 11,605 44,809
Participant contributions 100,929 32,308 12,733 15,253 80,067
Benefits paid to participants (56,536) (90,308) (139,924) (417,102) (54,157)
Loans to participants (39,250) (22,767) (9,684) (2,051) (23,773)
Reinvestment of loan payments 36,353 12,793 3,080 4,527 16,109
Forefeitures - - - (231) (2,333)
Transfers - 2,404 856 - 872
---------- ----------- ----------- ----------- -----------
Net assets available for plan benefits
as of December 31, 1995 $ 5,338,565 $ 362,505 $ 337,201 $ 135,757 $ 722,992
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Option
-------------------------- Loan
F G Fund Total
----- ----- ---------- ----------
<S> <C> <C> <C> <C>
Investment income: - continuation
Net appreciation in fair value
of investments $ 52,688 $ 9,004 $ - $ 993,255
Dividends - 4,087 - 187,573
Interest 125 74 10,198 148,006
Transfer of assets from another plan 9,304 (6,529) 4,818 -
Employer contributions 16,092 11,380 - 184,887
Participant contributions 28,567 18,987 10,852 299,696
Benefits paid to participants (5,531) (3,174) (3,775) (770,507)
Loans to participants (12,768) (7,357) 117,650 -
Reinvestment of loan payments 7,246 4,415 (84,523) -
Forefeitures (122) (270) - (2,956)
Transfers 874 - - 5,006
----------- ----------- ----------- -----------
Net assets available for plan benefits
as of December 31, 1995 $ 317,490 $ 137,666 $ 193,977 $ 7,546,153
=========== =========== =========== ===========
</TABLE>
13
<PAGE>
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
6. Event (Unaudited) Subsequent to the Date of Independent Auditor's Report
Effective March 1, 1997 the Plan will be merged with the plan of an
affiliated company, be renamed the Willbros Employees' 401(k) Investment Plan,
and have a new investment option for Willbros Group, Inc. common stock. In
addition, after 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. and Willbros
Energy Services Company. The net assets available for plan benefits of the
affiliated company plan as of December 31, 1995 were $4,875,960.
14
<PAGE>
A P P E N D I X I
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
<TABLE>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
<CAPTION>
Identity of
Issue, Borrower
Party-in- Lessor, or Current
interest (*) Similar Party Description of Investment Cost Value
- ------------ --------------- ------------------------- ------- -------
<S> <C> <C> <C> <C>
Specifically Directed
Investment Fund Funds invested in various equity
and interest-bearing securities
at the direction of individual
participants $ 4,779,174 $ 5,300,710
The Janus Fund's
Equity Option Equity mutual fund invested in
common stocks 303,290==$=x,354,698
Westcore Midco Growth
Fund Institutional Aggressive equity fund invested
in mid-cap equity investments 259,045 312,935
Warburg, Pincus
International Mutual fund invested in
Equity Fund international equity investments 134,018 134,535
American Performance:
* Intermediate Bond
Fund Fixed income mutual fund invested
in U.S. government bonds, U.S.
government agency and corporate bonds 331,669 334,339
* Cash Management
Fund Short-term money market fund
bearing interest 150,743 150,743
Miller, Anderson &
Sherrerd Balanced
Fund Pooled fund invested in other
various equity and interest-
bearing pooled funds 624,766 707,303
* Loans to
Participants Loans extended to 31
participants maturing in less
than 5 years with interest
rates ranging from 6%
to 9% $ 181,038 $ 181,038
----------- -----------
$ 6,763,743 $ 7,476,301
=========== ===========
</TABLE>
15
<PAGE>
A P P E N D I X I I
WILLBROS USA, INC.
EMPLOYEES' INVESTMENT PLAN
<TABLE>
ITEM 27d- SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 1995
Current
Value
Expenses of Asset Net
Identity Incurred Cost on Trans- Gain
of Party Purchase Selling Lease with of action or
Involved(1) Description of Asset Price Price Rental action Asset Date (Loss)
- ---------- -------------------------------- -------- ------ ------ ------ ----- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Purchase of Investments:
Option A - Specifically Directed
American Performance Cash
Management Fund
Single Transaction:
May 16, 1995 $ 525,182 N/A N/A N/A $ 525,182 $ 525,182 N/A
Series of Transactions 1,900,648 N/A N/A N/A 1,900,648 1,900,648 N/A
Option D - Short Term Investment
Fund
American Performance Cash
Management Fund 45,379 N/A N/A N/A 45,379 45,379 N/A
Sale of Investments:
Option A - Specifically Directed
American Performance Cash Management
Fund N/A 2,118,451 N/A N/A 2,118,451 2,118,451 -
Option D - Short Term Investment Fund
American Performance Cash Management
Fund N/A 434,972 N/A N/A 434,972 434,972 -
<FN>
All transactions involved BancOklahoma Trust Company, the trustee.
</TABLE>
16
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER EXHIBIT
- ------- -------------
23 Independent Auditors' Consent
17
<PAGE> Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Investment Plan Committee
Willbros USA, Inc. Employees' Investment Plan:
We consent to incorporation by reference in the registration statement on Form
S-8 of Willbros Group, Inc. of our report dated July 12, 1996, relating to the
statements of net assets available for plan benefits of Willbros USA, Inc.
Employees' Investment Plan as of December 31, 1995 and 1994, 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, 1995 annual report on Form
11-K of Willbros USA, Inc. Employees' Investment Plan.
KPMG PEAT MARWICK LLP
Tulsa, Oklahoma
February 6, 1997
