<PAGE>
As filed with the Securities and Exchange Commission on February
7, 1997.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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WILLBROS GROUP, INC.
(Exact name of registrant as specified in its charter)
Republic of Panama 98-0160660
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
Edificio Torre Banco Germanico
Calle 50 y 55 Este, Apartado 850048
Panama 5, Republic of Panama
(Address, including zip code, of registrant's principal executive
offices)
-------------------------------
Willbros USA, Inc. Employees' Investment Plan
(to be renamed the Willbros Employees' 401(k) Investment
Plan, effective March 1, 1997)
(Full title of the plan)
---------------------------------
LARRY J. BUMP
Chairman of the Board, President,
Chief Executive Officer and Chief Operating Officer
Willbros Group, Inc.
Edificio Torre Banco Germanico
Calle 50 y 55 Este, Apartado 850048
Panama 5, Republic of Panama
(50-7) 263-9282
(Name, address, including zip code, and telephone number, includ
ing area code, of agent for service)
------------------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum Amount of
securities be offering aggregate registrat
to be registered registere price offering ion fee
d(1) per price(2)
share(2)
Common Stock, $.05 500,000 $9.375 $4,687,50 $1,421
par value shares 0
(1)The shares of Common Stock being registered consist of shares
to be acquired by the Trustee pursuant to the Willbros USA,
Inc. Employees' Investment Plan (the "Plan") for the accounts
of participants.
(2)Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457(c), on the basis of the
average of the high and low prices for the Common Stock on
the New York Stock Exchange for February 5, 1997.
In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I of Form S-8
to be contained in the Section 10(a) Prospectus
is omitted from this Registration Statement in
accordance with Rule 428 under the Securities
Act of 1933, as amended (the "1933 Act"), and
the Note to Part I of Form S-8.
* * *
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed or filed
concurrently herewith by the registrant or the Plan, as the case
may be, with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement:
(1) The registrant's Prospectus dated August 15, 1996,
filed pursuant to Rule 424(b) under the 1933 Act,
containing the consolidated financial statements of the
registrant and its subsidiaries for the fiscal year
ended December 31, 1995, together with the report
thereon of KPMG Peat Marwick, independent auditors;
(2) The registrant's Quarterly Report on Form 10-
Q for the quarter ended September 30, 1996;
(3) The description of the registrant's Common
Stock contained in the registrant's Registration
Statement on Form 8-A, dated July 19, 1996, and
including any amendment or report filed for the
purpose of updating such description of the
registrant's Common Stock; and
(4) The Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 1995.
In addition, all documents subsequently filed by the
registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities offered hereby then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from their
respective dates of filing. Any statement contained in a
document incorporated by reference shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed
incorporated document modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel. Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 64 of the General Corporation Law of Panama (the
"PGCL") provides that directors shall be liable to creditors of
the registrant for authorizing a dividend or distribution of
assets with knowledge that such payments impair the registrant's
capital or for making a false report or statement in any material
respect. In addition, Article 444 of the Panama Code of Commerce
("Article 444") provides that directors are not personally liable
for the registrant's obligations, except for liability to the
registrant and third parties for the effectiveness of the
payments to the registrant made by stockholders, the existence of
dividends declared, the good management of accounting, and in
general, for execution or deficient performance of their mandate
or the violation of laws, the Articles of Incorporation, the
By-laws or resolutions of the stockholders. Article 444 provides
that the liability of directors may only be claimed pursuant to a
resolution of the stockholders.
II-1
<PAGE>
The PGCL does not address the issue as to whether or not a
corporation may eliminate or limit a director's, officer's or
agent's liability to the corporation. Nevertheless, Arias,
Fabrega & Fabrega, Panamanian counsel to the registrant, has
advised the registrant that, as between the registrant and its
directors, officers and agents, such liability may be released
under general contract principles, to the extent that a director,
officer or agent, in the performance of his duties to the
corporation, has not acted with gross negligence or malfeasance.
This release may be included in the Articles or Incorporation or
By-laws of the registrant or in a contract entered into between
the registrant and the director, officer or agent. While such a
release may not be binding with respect to a third person or
stockholder claiming liability under Article 444, in order to
claim such liability, a resolution of the stockholders would be
necessary, which the registrant believes would be difficult to
secure in the case of a publicly held company.
The PGCL does not address the extent to which a corporation
may indemnify a director, officer or agent. However, the
registrant's Panamanian counsel has advised the registrant that,
under general agency principles, an agent, which would include
directors and officers, may be indemnified against liability to
third persons, except for a claim based on Article 64 of the PGCL
or for losses due to gross negligence or malfeasance in the
performance of such agent's duties. The registrant's Restated
Articles of Incorporation release directors from personal
liability to the registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director and authorize
the registrant's Board of Directors to adopt By-laws or
resolutions to this effect or to cause the registrant to enter
into contracts providing for limitation of liability and for
indemnification of directors, officers and agents.
The registrant's Restated By-laws provide for
indemnification of directors and officers of the registrant to
the fullest extent permitted by, and in the manner permissible
under, the laws of the Republic of Panama. The registrant has
also entered into indemnification agreements with each of its
directors and officers to provide for the indemnification of, and
the advancement of expenses to, the registrant's directors and
officers to the fullest extent (whether partial or complete)
permitted by the laws of the Republic of Panama. The registrant
also carries directors' and officers' liability insurance to
insure its officers and directors against liability for certain
errors and omissions and to defray costs of a suit or proceeding
against an officer or director.
The preceding discussion is subject to the registrant's
Restated Articles of Incorporation and Restated By-laws and the
provisions of Article 64 of the PGCL and Article 444 as
applicable. It is not intended to be exhaustive and is qualified
in its entirety by the registrant's Restated Articles of
Incorporation, the registrant's Restated By-laws and Article 64
of the PGCL and Article 444.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits.
The following documents are filed as exhibits to this
Registration Statement:
4 Not applicable.
5** Opinion of Arias, Fabrega & Fabrega.
15 Not applicable.
23(a)* Consent of KPMG Peat Marwick.
23(b)* Consent of KPMG Peat Marwick LLP.
23(c)** Consent of Arias, Fabrega & Fabrega (included in
Exhibit 5).
24* Power of Attorney (included on page II-4 of this
Registration Statement).
99 Not applicable.
The opinion of counsel contemplated by Item 601(b)(5)(i) of
Regulation S-K is being filed only with respect to shares of Common Stock
being registered which may be original issue shares. In lieu of the opinion
of counsel or determination letter contemplated by Item 601(b)(5)(ii) of
Regulation S-K, the registrant hereby confirms that it has
submitted the Plan and undertakes that it will submit all
amendments thereto to the Internal Revenue Service (the "IRS") in
a timely manner, and that it has made or will make all changes
required by the IRS in order to qualify the Plan under Section
401 of the Internal Revenue Code.
- -----------------------------
* Filed herewith.
** To be filed by amendment.
II-2
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby, a post-
effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the 1933 Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in this Registration
Statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in this Registration Statement
or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if
the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby further undertakes
that, for purposes of determining any liability under the 1933
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that,
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.
* * *
II-3
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Panama
City, Republic of Panama on the 6th day of February, 1997.
WILLBROS GROUP, INC.
By:/ s/ Larry J. Bump
-----------------------------
Larry J. Bump
Chairman of the Board,
President, Chief Executive Officer
and Chief Operating Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Larry J. Bump,
Melvin F. Spreitzer and John N. Hove, and each of them, his true
and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in or about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Larry J. Bump Director, Chairman of February 6,
- --------------------- the Board, President, 1997
Larry J. Bump Chief Executive Officer
and Chief Operating
Officer (Principal
Executive Officer and
Authorized
Representative in the
United States)
/s/ Melvin F. Director, Executive February 6,
Spreitzer Vice President, Chief 1997
- --------------------- Financial Officer and
Melvin F. Spreitzer Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Guy E. Waldvogel Director February 6,
- --------------------- 1997
Guy E. Waldvogel
/s/ Bryan H. Director February 6,
Lawrence 1997
- ---------------------
Bryan H. Lawrence
II-4
<PAGE>
/s/ Peter A. Leidel Director February 6,
- --------------------- 1997
Peter A. Leidel
/s/ John H. Williams Director February 6,
- --------------------- 1997
John H. Williams
Director February ,
- --------------------- 1997
Michael J. Pink
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma on the 6th
day of February, 1997.
Willbros USA, Inc. Employees'Investment Plan
By: /s/ Melvin F. Spreitzer
-------------------------
Melvin F. Spreitzer
Retirement Plans Committee
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Document
------- -----------------------
4 Not applicable.
5** Opinion of Arias, Fabrega & Fabrega.
15 Not applicable.
23(a)* Consent of KPMG Peat Marwick.
23(b)* Consent of KPMG Peat Marwick LLP.
23(c)** Consent of Arias, Fabrega & Fabrega
(included in Exhibit 5).
24* Power of Attorney (included on page II-4 of
this Registration Statement).
99 Not applicable.
- ----------------------
* Filed herewith.
** To be filed by amendment.
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Willbros Group, Inc.:
We consent to the use of our reports incorporated herein by
reference.
KPMG PEAT MARWICK
Panama City, Panama
February 6, 1997
<PAGE>
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
The Investment Plan Committee
Willbros USA, Inc. Employees' Investment Plan:
We consent to incorporation by reference herein 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
