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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:
X Preliminary Proxy Statement
- --- Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
- --- 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):
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(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: --------------------------------------------
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Preliminary Copy
[LOGO] WILLBROS GROUP, INC.
Dresdner Bank Building
50th Street, 8th Floor
P.O. Box 850048
Panama 5, Republic of Panama
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 4, 1998
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 Bristol Hotel,
Avenida Aquilino De La Guardia, Panama City, Panama, on Monday,
May 4, 1998, at 9:00 a.m., local time, for the following
purposes:
1. To elect three directors of the Company to Class II
for three-year terms;
2. To consider and act upon a proposal that adopts
procedural improvements to Panama corporate law and
approves a Certificate of Amendment to the Company's
Restated Articles of Incorporation to effect certain of
these improvements;
3. To consider and act upon a proposal to ratify the
appointment of KPMG Peat Marwick as the independent
auditors of the Company for 1998; and
4. 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 27, 1998, 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, 1998
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>
Preliminary Copy
[LOGO] WILLBROS GROUP, INC.
Dresdner Bank Building
50th Street, 8th Floor
P.O. Box 850048
Panama 5, Republic of Panama
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 4, 1998
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 4, 1998, 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, 1998, to stockholders of
record on March 27, 1998.
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, (b) the adoption
of procedural improvements to Panama corporate law and approval of
a Certificate of Amendment to the Company's Restated Articles of
Incorporation to effect certain of these improvements, and (c) 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 27,
1998 (the "Record Date"), will be entitled to vote at the Annual
Meeting. As of the Record Date, there were issued and outstanding
15,002,946 shares of Common Stock, par value $.05 per share of the
Company (the "Common Stock"). 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
<PAGE>
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
ratification of the appointment of the independent auditors. With
regard to the adoption of the procedural improvements to Panama
corporate law and the approval of the Certificate of Amendment to
the Company's Restated Articles of Incorporation, a broker non-
vote will have the effect of a negative vote.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Restated Articles of Incorporation of the Company (the
"Charter") 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 current Class II directors will expire at the Annual
Meeting. The terms of the current Class III directors and the
current Class I directors will expire at the annual meetings of
stockholders to be held in 1999 and 2000, respectively.
In accordance with the recommendation of the Nominating
Committee, the Board of Directors has nominated Michael J. Pink,
John H. Williams and ----------------------------------------- for
election as Class II directors. Messrs. Pink and Williams, who
currently serve as Class II directors and whose terms expire at
the Annual Meeting, are standing for re-election as Class II
directors for terms expiring at the annual meeting of stockholders
in 2001. Bryan H. Lawrence, who currently serves as a Class II
director and whose term also expires at the Annual Meeting, has
elected not to seek re-election as a director. Mr. --------------
- -------, who currently does not serve as a director, has been
nominated to fill the position being vacated by Mr. Lawrence.
Mr. ----------------- is standing for election as a Class II
director for a term expiring at the annual meeting of stockholders
in 2001. Accordingly, the accompanying proxy solicits your vote
for three 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. Pink, Williams and ------------
- ---------------. 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 II
(Term Expires May 2001)
Michael J. Pink, age 60, has been a Director of the Company
since October 1996. In 1997, he began working closely with
Sidanco, a major Russian integrated oil company, as an advisor for
operations, and was appointed First Vice President of Sidanco in
August 1997. From May 1994 through December 1996, Mr. Pink served
as Group Managing Director of Enterprise Oil plc, an independent
oil exploration and production company. 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
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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 79, 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. ("Williams"), a major
United States energy, communications and interstate transporter of
natural gas and petroleum products company, prior to retiring at
the end of 1978. Mr. Williams spent three decades building the
Willbros business before it was sold by Williams in 1975.
Mr. Williams is also a director of Apco Argentina Inc., Unit
Corporation and Westwood Corp. and is an honorary member of the
Board of Directors of Williams.
[Board nominee expected to be added prior to mailing
definitive proxy materials.]
Directors Continuing in Office
Class III
(Term Expires May 1999)
Larry J. Bump, age 58, 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 has over
34 years of international experience in pipeline construction and
contracting industries, all of which were in management positions.
Guy E. Waldvogel, age 61, has been a Director of Willbros
since 1990. He has been the Management Consultant of Business and
Corporate Strategy of Heerema Holding Company, Inc., a major
marine engineering, fabrication and installation contractor in
Geneva, Switzerland, and its subsidiary Heerema Holding
Construction, Inc. ("Heerema") 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).
One Board position in Class III is currently vacant.
Class I
(Term Expires May 2000)
Melvin F. Spreitzer, age 59, 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 22 years of corporate finance
experience and is responsible for all aspects of financial
management of the Company.
M. Kieth Phillips, age 55, 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 and President of WII in 1988. Most of his more than 30 years
of experience in the pipeline construction industry has been
international and in management positions. Mr. Phillips has been
a Director of the Company since May 1997.
Peter A. Leidel, age 41, has been a Director of the Company
since 1992. He is a founder and a senior manager of Yorktown
Partners LLC which manages certain investment partnerships. From
1983 to
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September 1997, he was employed by Dillon, Read & Co. Inc., an
investment banking firm, serving most recently as a Senior Vice
President. Mr. Leidel also serves as a director of Cornell
Corrections, Inc.
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 1997,
Messrs. Lawrence, Leidel and Waldvogel were each granted an option
to purchase 1,000 shares of Common Stock at an exercise price of
$18.63 per share and Messrs. Pink and Williams were each granted
an option to purchase 1,000 shares of Common Stock at an exercise
price of $19.44 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 1997, the Board of Directors held four meetings. Each
director was present at 75 percent 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 1997. The Board of
Directors has a standing Executive Committee, Audit Committee,
Nominating Committee, Compensation Committee and Stock Plan
Committee.
The 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 held two meetings during 1997.
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 held three meetings
during 1997.
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The 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 met once during 1997.
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 held two
meetings during 1997.
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 Willbros
Group, Inc. 1996 Stock Plan (the "Company's 1996 Stock Plan").
The Stock Plan Committee held two meetings during 1997.
PROPOSAL TWO
ADOPTION OF PROCEDURAL IMPROVEMENTS TO
PANAMA CORPORATE LAW AND APPROVAL OF A CERTIFICATE
OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
THE COMPANY TO EFFECT CERTAIN OF THESE IMPROVEMENTS
General
The Republic of Panama has adopted Decree Law No. 5 of
July 2, 1997 (the "Decree"), which provides for certain procedural
improvements to the corporate laws of the Republic of Panama. The
Decree provides a number of significant benefits for Panama
corporations, including among others (a) the redomiciliation of a
Panama corporation may be made to another jurisdiction accepting
redomiciliation, (b) the meetings of a corporation's board of
directors may be held by telephone conference or any other means
of electronic communication, (c) a corporation's board of
directors may adopt resolutions by written consent, and (d) the
maintenance of a corporation's corporate books may be made by any
electronic, optical or magnetic means. The Company, as a Panama
corporation, will benefit from the passage of the Decree if the
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stockholders of the Company adopt a resolution electing that the
Company be governed by the provisions of the Decree and such
resolution is recorded in the Public Registry Office of the
Republic of Panama.
The Board of Directors has approved and recommends that the
stockholders of the Company approve a proposal (the "Proposal")
that adopts the Decree and approves an amendment to the Company's
Charter to effect certain provisions of the Decree as discussed
below. The Board of Directors believes that the adoption of the
Proposal will provide several advantages to the Company and its
stockholders as discussed below. A number of the provisions of
the Decree apply only to corporations that engage in business as
merchants in Panama. Since the Company does not engage in
business as a merchant in Panama, the following summary includes
only the material features of the Decree that are relevant to the
Company's operations. Such summary, however, is not a substitute
for a review of the entire Decree, an English translation of which
is set forth as Exhibit A hereto. Such summary is qualified in
its entirety by reference to the Decree.
Reasons for Adopting, and Summary of, the Decree
Change of Domicile. The Decree permits a Panama corporation to
more easily change its domicile to any jurisdiction accepting
redomiciliation. Under the Company's current Charter, if the
Company decided in the future to change its domicile for tax,
political or other reasons, it would likely be necessary to sell
or transfer its assets and/or to dissolve the Company and/or to
merge with a foreign corporation. Such transactions are
inconvenient, costly and would likely require specific approval
from the stockholders of the Company. In connection with the
adoption of the Decree, the Board of Directors proposes that a
Certificate of Amendment to the Company's Charter, which is set
forth as Exhibit B hereto (the "Certificate of Amendment"), be
approved by the stockholders of the Company. The Certificate of
Amendment would amend the Charter to enable the Company, without
further stockholder approval, to change its domicile and continue
its existence under the laws of another country at any time that
the Board of Directors considered it to be in the best interests
of the Company. The approval of the Proposal would give the
Company greater flexibility to respond to future developments
without the costs and delays associated with the need to sell or
transfer assets, dissolve the Company or merge with another
corporation. The ability to change domicile, as the Board of
Directors determines to be in the Company's best interests, would
also permit the Company to avoid the delays, uncertainties and
extra expenses which would be incurred in holding a special
meeting of stockholders solely to obtain approval for a change in
domicile. As of the date on which this Proxy Statement is being
mailed, there are no plans under consideration for the
redomiciliation of the Company.
Sale of Assets. Under the Decree, the disposal or
encumbrance of corporate assets may be made by the subscribers,
partners, stockholders, administrators, directors, attorneys in
fact or liquidators of a Panama corporation, as provided in the
corporation's articles of incorporation, or if not so provided, as
in accordance with the corporate laws of Panama. The Certificate
of Amendment would also amend the Charter to clarify that under
the Decree, only a sale of all or substantially all of the assets
of the Company would require approval from the Company's
stockholders. As of the date on which this Proxy Statement is
being mailed, there are no plans under consideration for any
material sale of assets of the Company. If in the future there
are any potential sales of assets which require stockholder
approval, such approval will be sought at the appropriate time.
Meetings by Telephone Conference; Action by Written Consent.
The Decree enacts more modern provisions regarding the functioning
of the boards of directors of Panama corporations. Until the
passage of the Decree, it was not clear whether Panama
corporations, such as the Company, could conduct board of
directors meetings by telephone or adopt resolutions by written
consent of the directors. The Decree allows meetings of the board
of directors to be held via telephone conference, facsimile
transmission or any other electronic means of communication in
which the participants are in direct communication. The Decree
also allows resolutions of the board of directors to be adopted by
the written consents of the directors in lieu of holding a
meeting. With respect to the Company, matters sometimes arise
between scheduled Board
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meetings that require action by the Board of Directors. The Board
of Directors believes that the adoption of the Decree to permit
telephonic Board meetings and actions by written consent of the
Directors would greatly facilitate and expedite Board actions
regarding important matters arising between scheduled Board
meetings.
Corporate Records. Under the Decree, a Panama corporation is
no longer required to have its minute book or its stock register
book countersigned by a Panama Circuit Court or to complete such
records in long hand. Upon adoption of the Decree by the
Company's stockholders, the Company would be allowed to maintain
its corporate records by any manual, electronic or other means,
provided that such means must ensure accuracy and must be
convertible into printed material.
Powers of Attorney. The Decree provides that general or
limited powers of attorney shall be deemed effective against third
parties when they have been granted in the form of a notarial
instrument or when the signature of the grantor has been
recognized before a Notary Public, without having to record the
instrument in the Public Registry Office in the Republic of
Panama.
General Pledge of Assets. Under the Decree, a Panama
corporation may grant a general pledge over its assets located
outside of Panama. Such pledge would have priority over all other
credits except those affecting specific assets. In order to enjoy
priority over all other unsecured credits, the general pledge of
assets must be recorded in the Public Registry Office of the
Republic of Panama.
Corporate Entities. The Decree allows two or more natural
persons or corporate entities to form a company of any kind to
serve as a stockholder, director, officer, administrator, attorney
in fact or liquidator of a Panama corporation.
Recordation of Financial Statements. At the option of the
corporation, Panama corporations may file their financial
statements as a matter of public record with the Public Registry
Office of the Republic of Panama if such financial statements have
been approved by the corporation's board of directors or
stockholders and have been countersigned by a certified public
accountant.
The Company believes that the above described features of the
Decree provide significant benefits to the Company and constitute
the main reasons for the adoption of the Decree. The Decree also
contains a number of other provisions that either do not apply or
are of lesser importance to the Company. For a more complete
description of the provisions of the Decree, reference is made to
the full text of the Decree, an English translation of which is
attached as Exhibit A hereto.
Vote Required and Effective Date
The Proposal must be approved by the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock.
If approved by the stockholders, the Proposal will become
effective upon filing the Certificate of Amendment and the
resolutions adopting the Decree with the Public Registry Office of
the Republic of Panama, which will occur as soon as reasonably
practicable.
The Board of Directors recommends a vote "FOR" approval of
the Proposal.
PROPOSAL THREE
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,
1998. KPMG Peat Marwick have 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
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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 1998.
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 1, 1998, 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, and (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
Beneficially Percentage
Name of Owner or Identity of Group Owned of Class(1)
- ---------------------------------- ------------ ----------
<S> <C> <C>
Larry J. Bump (2) 1,095,090 (3) 7.3%
Royce & Associates, Inc. (4) 885,300 5.9
Putnam Investments, Inc. (5) 792,300 5.3
Melvin F. Spreitzer 306,424 (6) 2.0
M. Kieth Phillips 303,550 (7) 2.0
Bryan H. Lawrence (8) 10,000 (9) *
Guy E. Waldvogel 10,000 (10) *
Peter A. Leidel 11,000 (11) *
Michael J. Pink 6,000 (12) *
John H. Williams 11,000 (13) *
[Nominee to be inserted]
James R. Beasley 115,750 (14) *
Gary L. Bracken 307,114 (15) 2.0
All executive officers and directors as
a group (9 people) (16) 1,868,814 12.2
</TABLE>
- -------------------------
* Less than 1%.
(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 1, 1998, 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 stockholder's address is 2431 East 61st Street,
Suite 700, Tulsa, Oklahoma 74136-1267.
(3) Includes (a) 420,000 shares held in a family limited
partnership in which Mr. Bump is the sole general partner,
(b) 77,500 shares subject to stock options which are currently
exercisable at an average
8
<PAGE>
exercise price of $9.86 per share, and (c) 10,000 shares held
in the Willbros Employees' 401(k) Investment Plan (the "401(k)
Plan") for the account of Mr. Bump.
(4) Information relating to the stockholder is as of December 31,
1997, and is based on the stockholder's Schedule 13G
dated February 5, 1998, which was filed on behalf of Royce &
Associates, Inc. ("Royce"), Royce Management Company ("RMC") and
Charles M. Royce. Each of Royce and RMC are registered
investment advisers. Mr. Royce may be deemed to be a
controlling person of Royce and RMC, and as such may be deemed to
beneficially own the shares of Common Stock owned by Royce and
RMC. Mr. Royce does not own any shares of Common Stock outside
of Royce and RMC, and disclaims beneficial ownership of the shares
held by Royce and RMC. Royce's address is 1414 Avenue of the
Americas, New York, New York 10019.
(5) Information relating to the stockholder is as of December 31,
1997, and is based on the stockholder's Schedule 13G dated
January 16, 1998, which was filed by Putnam Investments, Inc.
("PI") on behalf of itself and Marsh & McLennan Companies, Inc.
("MMC"), Putnam Investment Management, Inc. ("PIM") and The
Putnam Advisory Company, Inc.("PAC"). PI, which is a
wholly-owned subsidiary of MMC, wholly owns PIM and PAC, which
are both registered investment advisers. The shares of
Common Stock shown above represent 662,200 shares beneficially
owned by PIM and 130,100 shares beneficially owned by
PAC. Both PIM and PAC share dispository power over the
respective shares as investment managers; however, each of the
funds' trustees has the voting power over the shares held in
their respective fund, except PAC shares voting power over 73,800
shares held by institutional clients. MMC and PI disclaim
beneficial ownership of the shares held by PIM and PAC and
further state that neither of them have any power to vote or
dispose of such shares of Common Stock. The address of PI,
PIM and PAC is One Post Office Square, Boston, Massachusetts
02109. The address of MMC is 1166 Avenue of the Americas, New
York, New York 10036.
(6) Includes (a) 25,000 shares held in a trust, of which Mr.
Spreitzer's wife is trustee, (b) 40,000 shares held in a
family limited partnership in which Mr. Spreitzer is the sole
general partner, (c) 48,250 shares subject to stock options
which are currently exercisable at an average exercise price
of $10.03 per share, and (d) 174 shares held in the 401(k) Plan
and allocated to the account of Mr. Spreitzer.
(7) Includes (a) 132,360 shares held in a family limited partnership
in which Mr. Phillips is the sole general partner,
and (b) 48,250 shares subject to stock options which are currently
exercisable at an average exercise price of $10.03 per share.
(8) Does not include 18,610 shares of Common Stock held by
SBC Warburg Dillon Read Inc. for Mr. Lawrence. Mr. Lawrence
does not have voting or investment power with respect to such shares.
(9) Represents 10,000 shares subject to stock options which
are currently exercisable at an average exercise price of
$10.86 per share. Does not include 4,000 shares owned by
Mr. Lawrence's wife. Mr. Lawrence disclaims beneficial ownership
over such shares.
(10) Represents 10,000 shares subject to stock options which
are currently exercisable at an average exercise price of
$10.86 per share.
(11) Includes (a) 10,000 shares subject to stock options
which are currently exercisable at an average exercise price of
$10.86 per share, and (b) 1,000 shares held by Mr. Leidel as
custodian for his son.
(12) Represents 6,000 shares subject to stock options which
are currently exercisable or exercisable within 60 days of
March 1, 1998, at an average exercise price of $10.85 per share.
(13) Includes 6,000 shares subject to stock options which are
currently exercisable or exercisable within 60 days of March 1,
1998, at an average exercise price of $10.85 per share. Does not
include 2,000 shares owned by Mr. Williams' wife. Mr. Williams
disclaims beneficial ownership over such shares.
(14) Includes (a) 46,490 shares held in a trust, of which
Mr. Beasley's wife is trustee, and (b) 48,250 shares subject
to stock options which are currently exercisable at an average
exercise price of $10.03 per share.
(15) Includes (a) 32,100 shares held in a family limited
partnership in which Mr. Bracken is the sole general partner,
(b) 50,000 shares subject to stock options which are currently
exercisable or exercisable within 60 days of December 31,
1997, at an average exercise price of $9.04 per share, and
(c) 14 shares held in the 401(k) Plan and allocated to the account
of Mr. Bracken. Information relating to Mr. Bracken is as of
December 31, 1997.
(16) For specific information regarding each of the
individuals, see footnotes (3) and (6) through (14) above.
9
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information with respect
to the compensation of the Company's Chief Executive Officer, each
of the Company's other executive officers and a former executive
officer of the Company, for services in all capacities to the
Company and its subsidiaries during each of the Company's last
three fiscal years.
<TABLE>
<CAPTION>
Annual Compensation
------------------------------------
Other Annual
Name and Salary Bonus Compensation
Principal Position Year ($) ($)(1) ($)(2)
- ---------------------------- ---- ------ ------- ---------
<S> <C> <C> <C> <C>
Larry J. Bump 1997 350,500 63,791 77
Chairman, President and 1996 337,000 - 149,013
Chief Executive Officer 1995 328,000 530,343 38,100
Gary L. Bracken 1997 223,263 40,950 46
Former President and Chief 1996 203,000 - 37,951
Operating Officer 1995 197,000 318,529 11,430
M. Kieth Phillips 1997 211,100 105,550 46
President of Willbros 1996 203,000 - 37,951
International, Inc. 1995 197,000 318,529 11,430
Melvin F. Spreitzer 1997 208,000 104,000 41
Executive Vice President 1996 200,000 - 37,896
and Chief Financial Officer 1995 175,500 283,766 11,430
James R. Beasley 1997 145,367 87,360 -
President of Willbros 1996 140,000 - 13,631
Engineers, Inc. 1995 129,000 83,063 5,715
</TABLE>
<TABLE>
<CAPTION>
Long-Term Compensation
-------------------------------------
Awards Payouts
----------------------- ----------
Securities
Under- All
Restricted lying Long-Term Other
Stock Options/ Incentive Compen-
Name and Award(s) SARs Payouts sation
Principal Position Year ($) (#)(3) ($) ($)
- ------------------------- ---- ------- ------- ---------- --------
<S> <C> <C> <C> <C> <C>
Larry J. Bump 1997 - - - 6,400 (4)
Chairman, President and 1996 - 158,010 - 7,632
Chief Executive Officer 1995 - 30,000 - 6,000
Gary L. Bracken 1997 - - - 9,900 (4)
Former President and Chief 1996 - 71,000 - 10,480
Operating Officer 1995 - 9,000 - 9,500
M. Kieth Phillips 1997 - - - 9,900 (4)
President of Willbros 1996 - 71,000 - 10,480
International, Inc. 1995 - 9,000 - 9,500
Melvin F. Spreitzer 1997 - - - 9,900 (4)
Executive Vice President 1996 - 71,000 - 10,373
and Chief Financial Officer 1995 - 9,000 - 9,500
James R. Beasley 1997 - - - 9,900 (4)
President of Willbros 1996 - 59,000 - 9,500
Engineers, Inc. 1995 - 4,500 - 9,500
- ------------------------------------
</TABLE>
(1) Consists of compensation paid under management incentive
compensation plans and as discretionary bonuses.
(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 percent
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 percent 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 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 $3,500 each for
Messrs. Bracken, Phillips, Spreitzer and Beasley.
10
<PAGE>
Option/SAR Grants In Last Fiscal Year
There were no options granted to the named executive officers
of the Company during fiscal 1997. The Company has never granted
any stock appreciation rights.
Aggregated Option/SAR Exercises In Last Fiscal Year
and FY-End Option/SAR Values
The following table sets forth certain information with respect
to options exercised by the named executive officers of the
Company during fiscal 1997, and the number and value of
unexercised options held by such executive officers at the end of
the fiscal year. The Company has never granted any stock
appreciation rights.
<TABLE>
<CAPTION>
Number Value of
of Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARs
Shares Options/SARs at FY-End
Acquired at FY-End(#) ($)(1)(2)
on Value -------------------- -----------------
Exercise Realized Exer- Unexer- Exer- Unexer-
Name (#) ($)(1) cisable cisable cisable cisable
- --------- -------- ------- ------ -------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Larry J. Bump - - 55,000 20,000 338,994 117,400
Gary L. Bracken - - 30,000 20,000 180,712 117,400
M. Kieth Phillips - - 30,000 20,000 180,712 117,400
Melvin F. Spreitzer - - 30,000 20,000 180,712 117,400
James R. Beasley - - 30,000 20,000 180,712 117,400
- ---------
</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, 1997, the last trading day of
the fiscal year, was $15.00.
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.
<TABLE>
<CAPTION>
Estimated Annual Lifetime Retirement Benefits for
Average Years of Service Indicated
Annual ----------------------------------------------------
Earnings 15 Years 20 Years 25 Years 30 Years 35 Years
- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000 $ 33,574 $ 44,703 $ 55,926 $ 67,055 $ 78,278
150,000 40,899 54,453 68,126 81,680 95,353
175,000 48,224 64,203 80,326 96,305 112,428
200,000 55,549 73,953 92,526 110,930 129,503
300,000 84,849 112,953 141,326 169,430 197,803
400,000 114,149 151,953 190,126 227,930 266,103
600,000 172,749 229,953 287,726 344,930 402,703
</TABLE>
The years of credited service for the persons named in the Summary
Compensation Table as of December 31, 1997, are: Larry J. Bump,
20 years; Gary L. Bracken, 22 years; M. Kieth Phillips, 19 years;
Melvin F. Spreitzer, 23 years; and James R. Beasley, 16 years.
Amounts shown in the Pension Plan Table
11
<PAGE>
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 a contributory retirement plan 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 the Company.
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 percent 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 plan, the Company
maintains an Executive Benefit Restoration Plan ("EBRP") to
partially restore retirement benefits to its top four 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 percent 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, Termination of Employment
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, Bracken, Spreitzer and Phillips,
which remain in effect until December 31, 1998, except for
Mr. Bracken's which was terminated effective February 20, 1998, as
discussed below. 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 year, each
executive officer receives an annual base salary equal to his
total annual base salary in effect at the beginning of that year,
which may be increased, but not decreased. Each agreement
provides for salary adjustments for cost of living increases; the
payment of bonuses at the discretion of the 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 (the "Incentive
Plan"). 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 will 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 after 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
12
<PAGE>
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.
Effective November 5, 1997, Gary L. Bracken's active service
with the Company ceased upon his resignation from the offices of
President, Chief Operating Officer and Director of the Company.
Mr. Bracken's employment continued until February 20, 1998, at
which time Willbros USA, Inc. ("Willbros USA") entered into a
Separation Agreement with Mr. Bracken under which Mr. Bracken
retired from employment with Willbros USA and all affiliated
companies. Pursuant to such Separation Agreement, Willbros USA
made a lump sum payment to Mr. Bracken in the amount of $719,090
(including a 1997 management incentive compensation plan payment
of $40,950) and agreed to pay Mr. Bracken an amount equal to the
incentive bonus, if any, that would have been payable to him under
the Incentive Plan had Mr. Bracken continued as an Incentive Plan
participant through the end of calendar year 1998. In connection
with Mr. Bracken's retirement, the exercise date of certain stock
options previously awarded to Mr. Bracken was accelerated.
All outstanding awards under the Company's 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. 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 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
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. Each of the Company's executive officers has an
employment contract which establishes incentive compensation terms
and minimum base salary.
13
<PAGE>
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. In addition, the Company's
executive officers are eligible to receive discretionary bonus
compensation as determined, on a subjective basis, by the
Compensation Committee and/or the Board of Directors taking into
account individual performance and merit.
Long-Term Incentive Program.
The Company's 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. There were no awards granted during 1997. 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. All 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 most recent NSO awards have
an exercise price equal to 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 1997
In October 1996, the Compensation Committee approved, and the
Board of Directors ratified, a cost-of-living salary increase of
4.5 percent for Mr. Bump in accordance with the terms of his
employment
14
<PAGE>
agreement. As a result of the Company's achieving certain
financial performance levels for 1997, Mr. Bump earned a bonus of
approximately $64,000 for 1997 under the terms of the annual
Incentive Plan described above. Although Mr. Bump recommended to
the Board of Directors that certain executive officers of the
Company receive discretionary bonus compensation for their
performance during 1997, Mr. Bump asked that he not be considered
for a discretionary bonus in respect of 1997. As the Company's
largest single stockholder, Mr. Bump continues to have strong
incentive to create value for the Company's stockholders. There
were no awards granted under the Company's 1996 Stock Plan to
Mr. Bump or to any other key employee of the Company during 1997.
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 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 1997 was subject to this deductibility limit. The
Stock Plan Committee generally intends to grant awards under the
Company's 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 STOCK PLAN COMMITTEE
Melvin F. Spreitzer Guy E. Waldvogel
Guy E. Waldvogel John H. Williams
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 1997, 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. William, are non-employee
directors of the Company.
Since January 1, 1997, 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 1, 1998, was $119,880. This indebtedness was incurred in
connection with the exercise of options to purchase Common Stock
and Preferred Stock of the Company pursuant to certain management
and employee stock ownership plans. No shares will be sold in the
future under these plans.
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, 1997, 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 31-Dec-97
--------- --------- ---------
<S> <C> <C> <C>
Willbros Group, Inc. $100 $101.30 $155.85
S&P Engineering &
Construction Index $100 $90.76 $74.98
S&P 500 Index $100 $112.66 $150.25
- ----------------------
</TABLE>
Source: S&P Compustat 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.
CERTAIN TRANSACTIONS
Since January 1, 1997, certain executive officers and a
former executive officer 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 1,
1998:
<TABLE>
<CAPTION>
Largest
Amount of Final Outstanding
Indebted- Interest Maturity Balance at
Name ness Rate Date March 1, 1998
- ---- ----------- ------ -------- -------------
<S> <C> <C> <C> <C>
Larry J. Bump October 15,
$493,181 0% 2000 $433,181
Gary L. Bracken October 15,
143,730 0 2000 119,880
M. Kieth Phillips October 15,
143,730 0 2000 119,880
Melvin F. Spreitzer October 15,
143,730 0 2000 119,880
James R. Beasley October 15,
71,160 0 2000 54,570
</TABLE>
16
<PAGE>
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 1997.
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 1997, all Section 16(a) filing requirements
applicable to its officers, directors and more than ten percent
stockholders were complied with, except that Yorktown Energy
Partners, L.P. and SBC Warburg Dillon Read Inc. each inadvertently
reported late one transaction.
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 properly comes before the Annual Meeting for a stockholder
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 1999 Annual Meeting of Stockholders must be received at
the principal executive offices of the Company, Dresdner Bank
Building, 50th Street, 8th Floor, P.O. Box 850048, Panama 5,
Republic of Panama, on or before December 1, 1998, 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, 1997, 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,
John N. Hove
Secretary
March 31, 1998
Panama City, Panama
17
<PAGE>
PRELIMINARY COPY
[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 4, 1998
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 4th day of
May, 1998, at 9:00 a.m., local time, at the Bristol Hotel, Avenida
Aquilino De La Guardia, 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)
<PAGE>
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, 2 AND 3.
Please mark
your votes
as indicated X
in this example
1. Election of Directors.
Nominees: Michael J. Pink, John H. Williams and
---------------------------------- as
Class II Directors.
--- FOR all nominees listed --- WITHHOLD AUTHORITY
to the right (except as to vote for all nominees
marked to the contrary) listed to the right
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write the nominee's name in the space provided below.
---------------------------------------------------------------
2. Proposal to adopt procedural improvements to Panama corporate
law and approve a Certificate of Amendment to the Company's
Restated Articles of Incorporation to effect certain of these
improvements.
--- FOR --- AGAINST --- ABSTAIN
3. Ratification of KPMG Peat Marwick as independent auditors of
the Company for 1998.
--- FOR --- AGAINST --- ABSTAIN
4. 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:-------------------------, 1998
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.
<PAGE>
EXHIBIT A
TRANSLATION
----------------------
DECREE LAW NO. 5
(of 2nd July 1997)
OF THE REPUBLIC OF PANAMA
"Whereby certain articles are amended and added to the Code of
Commerce with the purpose of modernizing some of its
institutions, Law 1 of 1984 on Trusts is amended and other
provisions are decreed."
THE PRESIDENT OF THE REPUBLIC
In the use of his constitutional powers and particularly those
granted to him by subsection 4 of Law No. 20 of 27th June 1997,
having received the Cabinet Council's approval.
DECREES:
Article 1. Article 11B is added to the Code of Commerce as
follows:
"Article 11B. A company that is validly organized under a
foreign law may opt to be governed by the laws of the
Republic of Panama and to continue its existence under the
laws thereof, as a Panamanian Corporation, notwithstanding
the provisions in its law of origin, by filing the following
documents at the Public Registry for their registration:
1) Evidence of its organization and valid existence in
accordance with the laws of the pertinent country or
jurisdiction, issued by a competent authority of (such
country or jurisdiction or, lacking same, through a
notarial certification).
2) Certificate or certified copy of the agreement or
resolution of the competent body evidencing
authorization to continue the existence of the
corporation in accordance with the laws of the Republic
of Panama.
3) Organization deed or articles of incorporation
subscribed in accordance with the requirements
prescribed by the corresponding laws of the Republic of
Panama, indicating that same replaces the incorporation
or formation document of the foreign corporation.
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<PAGE>
The documentation issued in foreign countries or
jurisdictions must be apostilled or authenticated by a
Consul of the Republic of the Panama or, lacking same,
by that of a friendly nation in the country or
jurisdiction where the documentation originates."
Article 2. Article 11C is added to the Code of Commerce as
follows:
"Article 11C. Once the corresponding documents have been
registered at the Public Registry, the continuation of the
corporation under the laws of the Republic of Panama shall
have effect between the parties and vis-a-vis third parties
as from the date of the initial organization of the company
in the country or jurisdiction of origin. The corporation
shall continue with all its assets, rights, privileges,
powers and franchises, as the owner and holder thereof,
subject to all restrictions, obligations and duties
corresponding to the corporation in its country or
jurisdiction of origin, it being understood that the rights
of the corporation's creditors and the encumbrances on its
assets shall not be impaired by its continuation under the
laws of the Republic of Panama."
Article 3. Article 11D is added to the Code of Commerce as
follows:
"Article 11D. A corporation validly organized and existing
under a foreign law may conditionally register its
continuation in the Republic of Panama at the Public
Registry in accordance with the preceding provisions on
condition that such continuation be made effective once the
declaration to such effect that is issued by its
representative or duly authorized attorney in fact is
registered.
Once such formality has been complied with, the provisions
in the foregoing article shall be applied."
Article 4. Article 11E is added to the Code of Commerce as
follows:
"Article 11E. A corporation organized in accordance with
Panama Law may, as may be provided for in the incorporation
deed or in its amendments, continue under the laws of
another country or jurisdiction provided the laws of such
country or jurisdiction so allows and the corporation is not
in default as to its tax obligations in the Republic of
Panama.
To such end, the corporation shall file a certification or a
certified copy of the pertinent decision or resolution, as
well as certification evidencing due registration in the
jurisdiction it is transferred to, for registration at the
Public Registry of the Republic of Panama through the
intermediary an attorney at law.
Once the registration has been made, the corporation shall
continue with all its assets, rights, privileges, powers and
franchises as the owner and holder thereof, subject to all
restrictions, obligations and duties corresponding to the
corporation, it being understood
A-2
<PAGE>
that the rights of the corporation's creditors and the
encumbrances on its assets shall not be impaired by its
continuation in the foreign country.
Non-registration of the corporation in the other country
which has been duly verified shall not impair the effects of
its registration in the jurisdiction of origin."
Article 5. Article 38A is added to the Code of Commerce as
follows:
"Article 38A. The name of a corporation may be reserved at
the Public Registry for a term not exceeding thirty (30)
calendar days through a written request that shall be
decided outright by the Public Registry upon verification of
the availability of the name. Once such term has expired,
the reservation of the name shall terminate by full right
without need for any annotation in this regard."
Article 6. Article 58A is added to the Code of Commerce as
follows:
"Article 58A. At the option of mercantile companies, their
financial statements, approved by their Board of Directors
or by such companies' members or shareholders, duly
countersigned by a certified public accountant, may also be
registered at the Public Registry."
Article 7. Article 71 of the Code of Commerce shall read as
follows:
"Article 71. Every merchant is obliged to keep accounting
books that clearly and precisely indicate its commercial
operations, assets, liabilities and property. The
accounting must always reflect the amounts of the
transactions and the nature thereof.
For the purposes of the provisions in this Title, a merchant
may keep its accounting and make its entries by using either
books, electronic media or other mechanisms that are
authorized by the Law and which allow a clear determination
of the commercial operations made, provided same can be
printed."
Likewise, corporate entities may keep their Minute Books and
Share Registers by using books, electronic media and other
mechanisms as described in the foregoing paragraph.
Article 8. Article 72 of the Code of Commerce shall read as
follows:
"Article 72. The number and kind of accounting books, as
well as the manner of keeping same, shall be at the
merchant's option, provided same conform to the accounting
standards generally accepted and applied in the Republic of
Panama."
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<PAGE>
Article 9. Article 73 of the Code of Commerce shall read as
follows:
"Article 73. The accounting records that every merchant
must keep are: a Journal and a Ledger. Commercial
companies must also keep a Minute Book and a Share and
Shareholder Book or, as may be required, a Parts or Shares
of Asset or Corporate Participation Book.
Corporate entities that do not carry out operations that are
perfected, consummated or have effect in the Republic of
Panama are not obliged to keep the required accounting books
referred to in this Article in the Republic of Panama unless
they have their domicile and operate in the Republic of
Panama."
Article 10. Article 77 of the Code of Commerce shall read as
follows:
"Article 77. Accounting books must be kept precisely and
clearly, in a chronological order, including the dates on
which the transactions are carried out or on which the
periods are affected.
It is absolutely forbidden to enter or register transactions
in a manner other than that in which same originated,
including the dates they are perfected, leaving blank
spaces, erasures or crossing out. The reversions,
corrections of mistakes or omissions must also be clearly
made and identified as such in the accounting books."
Article 11. Article 78 of the Code of Commerce shall read as
follows:
"Article 78. Every merchant that has a commercial
establishment in the Republic of Panama, regardless of its
location, shall be obliged to keep its accounting books in
Spanish and in the legal or commercial currency of the
Republic of Panama. The documentation evidencing the
transactions and correspondence may be kept in the
originating language and, should a translation be required
by any competent authority, the merchant shall be obliged to
provide the translation of same, within a reasonable term
and at its cost."
Article 12. Article 81 of the Code of Commerce shall read as
follows:
"Article 81. All operations that the merchant carries out
shall be entered in the book called the Journal, in a
chronological order, the date, amount and nature of each of
such transactions being clearly specified, and as well as
the precise identification of the accounts affected being
precisely specified in the book called the Ledger."
Article 13. Article 83 of the Code of Commerce shall read as
follows:
"Article 83. The entries of the transactions made in the
Journal shall be transferred to the Ledger in a
chronological order, in accounts duly classified as assets,
liabilities, equity,
A-4
<PAGE>
income, expenses and memorandum accounts, with cross
reference to the entries in the Journal."
Article 14. Article 85 of the Code of Commerce shall read as
follows:
"Article 85. Merchants may keep auxiliary accounting books
that reflect, with further details, the information required
to complement the entries made in the Journal and the
Ledger, provided the facts, amounts and nature of the
original transactions are not changed."
Article 15. Article 86 of the Code of Commerce shall read as
follows:
"Article 86. The resolutions adopted at the Board Meetings,
whether of shareholders, interest holders, partners or
directors, shall be entered in the Minute Book. The date of
the prior notice or waiver thereof shall be included, as
well as the place and date where same was held and other
circumstances leading to an exact description of the
resolution taken. The minutes must include the names of the
persons who acted as chairman and as secretary, and these
persons shall sign such minutes. Either of such persons may
certify the minutes.
The Share, Shareholder, Asset or Corporate Participation
Register shall specify the names of the title holders if the
shares are nominative, including the title, number, the
amount in number or percentage that same represents, the
amount paid and the nature of the security and title
concerned."
Article 16. Article 87 of the Code of Commerce shall read as
follows:
"Article 87. The Accounting of every merchant shall be kept
by an Accountant or Certified Public Accountant whose
qualification has been approved by the Technical Board of
Accounting of the Ministry of Commerce and Industry.
Every merchant is obligated to keep its accounting books up
to date. It shall be understood that the accounting records
are up to date when their entries are made every month, in
the required books, within sixty (60) days of the pertinent
month.
Defaulting merchants shall be penalized with a fine of one
hundred Balboas (B/.100.00) to five hundred Balboas
(B/.500.00) for every month that their accounting is behind. It
A-5
shall fall on the Directorate General of Income of the
Ministry of Finance and Treasury to make the review referred
to in this article and to levy the pertinent penalties."
Article 17. Article 93 of the Code of Commerce shall read as
follows:
"Article 93. Every merchant or broker is obliged to keep
its required accounting books throughout such period as its
administration shall last and up to five (5) years after
closing of its business.
The auxiliary books, vouchers and documentation evidencing
the mercantile operations must be kept until prescription of
every action that may derive therefrom.
The responsibility of keeping the required accounting books
and submitting them when they are required by competent
authorities shall fall on the merchant or its heirs or
assignees. In the case of corporate entities, the person
responsible shall be whoever is their legal representative
or, in the absence of the latter, whether temporary or
permanent, whoever legally substitutes such legal
representative.
The required accounting books, auxiliary books and other
documents evidencing the transactions of the business shall
be kept in any of the forms authorized by the Law in the
establishment so that they may be examined by the
corresponding competent authority. It is forbidden to
transfer same outside the country or to places that are not
easily accessible. Infringement of this interdiction shall
be penalized with a fine not exceeding five hundred Balboas
(B/500.00) and successive fines may be applied for
continuous infringement following repeated unanswered
requests."
Article 18. Article 94 of the Code of Commerce shall read as
follows:
"Article 94. Any merchant or broker that does not keep the
accounting books referred to in Title III of Book One of the
Code of Commerce, feigningly records the transactions
differently from the manner and original date on which same
were made, distorts the true and real nature of same, or
conceals or omits any of them shall incur a fine of one
hundred balboas (B/.100.00) up to five thousand balboas
(B/.5,000.00), being liable to successive and multiple fines
if the infringement and breaches should give rise thereto.
The fines referred to in Title III of Book One of the Code
of Commerce shall be levied by the respective Regional
Administration of Income of the Directorate General of
Income of the Ministry of Finance and Treasury, with right
to file a petition for reconsideration before the first
instance official and a subordinated appeal before the
Appeals Commission of such Directorate. The fines may be
levied on the merchants or owners as well as on the brokers.
In the case of corporate entities, same may be levied on the
company or, otherwise, on its legal representatives, its
directors, managers and officers, in such order."
A-6
<PAGE>
Article 19. Article 95 of the Code of Commerce shall read as
follows:
"Article 95. Every merchant is obliged to prepare and keep
in its establishment, financial statements correctly and
truthfully reflecting the results of its annual operations
or operations of a fraction of a year for those that have
not completed twelve months of operation. Such reports
shall be prepared in accordance with the standards and
principles of accounting generally accepted and applied in
the Republic of Panama.
The required basic financial statements shall include a
balance sheet, a profit and loss statement, an asset
statement including the changes in retained earnings and a
cash flow statement.
The financial statements referred to shall be countersigned
by a Certified Public Accountant in the case of merchants
engaged in activities of any nature whose capital exceeds
one hundred thousand balboas (B/.100,000.00) or merchants
having an annual sale volume exceeding fifty thousand
balboas (B/.50,000.00). Same must be issued within one
hundred and twenty (120) days following the closing date of
the fiscal period and must be maintained at the disposal of
the competent authorities, who may require original copies
of same in order to document the inspection proceeding in
the corresponding file.
Any merchant or broker that does not comply with the
provisions of this article shall incur a fault penalized by
the fines and penalties described in Article 94 of the Code
of Commerce.
Any Certified Public Accountant who, in the exercise of his
professional functions should countersign the financial
statements, shall be subject, in the event of infringement
of the provisions regulating the required accounting books,
auxiliary books and pertinent documentation, to the
penalties envisaged in the legal provisions regulating the
exercise of his profession.
Transitory Paragraph: The obligation of preparing and
keeping financial statements shall be effective as from the
year 1997 and the fiscal periods that begin that same year."
Article 20. Article 142 of the Code of Commerce shall read as
follows:
"Article 142. Every kind of contract, transaction,
negotiation and other acts proper to their course of
business may be carried out in stock exchanges if they are
not forbidden by the laws."
Article 21. Article 143 of the Code of Commerce shall read as
follows:
"Article 143. Stock exchange acts and contracts shall be
governed by the applicable laws and, lacking same, by local
customs and practices."
A-7
<PAGE>
Article 22. Article 144 of the Code of Commerce shall read as
follows:
"Article 144. For the purpose of issuing and negotiating
securities in the stock market, same may be represented
through single or global titles or by any other document
formally acknowledging them, through annotations in accounts
or by any other form that is common in stock market
practice.
For custody, compensation and liquidation purposes,
securities may be endorsed to the treasury."
Article 23. Article 144A is added to the Code of Commerce as
follows:
"Article 144A. Books for the recording of shares and the
holders of other securities negotiated in the stock market,
books for recording the minutes of the corresponding
issuers, transfers and other records and legal evidence in
respect of securities may be kept through manual,
mechanical, electronic, optic, magnetic or other kind of
procedures guaranteeing their accuracy, availability and
conservation."
Article 24. Article 146A be added to the Code of Commerce as
follows:
"Article 146A. Both public and private securities, whether
domestic or foreign, that comply with the legal and
contractual requirements applicable thereto and whose issue
and negotiation have been previously approved by the
issuers, as well as the National Securities Commission in
the case of public offers, are the special subject of
trading in stock exchanges."
Article 25. Article 147 of the Code of Commerce shall read as
follows:
"Article 147. The public offer of securities, whether
domestic or foreign, made by any means, towards, from or
within Panama, shall be subject to pertinent prior
authorization from and registration with the National
Securities Commission, which may require classification of
the securities by an authorized risk classifier for their
placement in the primary market and negotiation in the
secondary market."
Article 26. Article 148 of the Code of Commerce shall read as
follows:
"Article 148. Intermediation in stock market acts may only
be carried out by duly authorized holders of seats and stock
brokers in accordance with and subject to the legal
standards and special regulations governing the matter."
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<PAGE>
Article 27. Article 149A is added to the Code of Commerce as
follows:
"Article 149A. The ownership of fungible securities may be
transferred for a set price, the party receiving same or
reporter assuming the obligation to transfer the ownership
of such securities or of other securities of the same or a
similar issue to the party transferring same or receiver of
reports, upon expiry of the established term, in exchange
for a greater price or the same price plus a premium,
commission or interest."
Article 28. Article 149B is added to the Code of Commerce as
follows:
"Article 149B. Repurchase agreements are allowed in stock
market matters for terms not exceeding three (3) years."
Article 29. The Title of Chapter IV of Title VI, Book One of
the Code of Commerce shall read as follows:
CHAPTER IV
On Clearing Houses and
Securities Custody, Compensation and Liquidation Centers
Article 30. Article 193 of the Code of Commerce shall read as
follows:
"Article 193. Stock markets and other financial
intermediaries may establish centers for the custody,
compensation and liquidation of securities, subject to
authorization, supervision and inspection by the National
Securities Commission."
Article 31. Article 203 of the Code of Commerce shall read as
follows:
"Article 203. Acts or contracts entered into over the
telephone or by telefax or by electronic communication media
shall be considered to have been entered into between
individuals who are present if the parties or their
representatives or attorneys in fact have been directly in
communication with each other.
Meetings of the Board of Directors or of the partners or
shareholders assembly or of liquidators of companies of any
kind where the participants have been directly in
communication through any of the media indicated in the
preceding paragraph shall likewise be considered to be
meetings with the parties present. In such a case, a minute
must be issued indicating the meeting that was held, the
resolutions adopted and the manner in which the participants
were in communication.
Resolutions of directors, partners, shareholders,
administrators or liquidators of companies of any kind shall
be valid even if the document is signed in different places
and on different dates."
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<PAGE>
Article 32. Article 223A is added to the Code of Commerce as
follows:
"Article 223A. Any interest charged in operations
perfected, consummated or having effects outside the
Republic of Panama shall not be subject to the provisions of
Law 5 of 1933 nor those of Law 4 of 1935."
Article 33. Article 249 of the Code of Commerce shall read as
follows:
"Article 249. Two or more natural persons or corporate
entities may form a company of any kind and one or more of
them may be shareholders, directors, officers,
administrators, attorneys in fact or liquidators thereof."
Article 34. Article 275 of the Code of Commerce shall read as
follows:
"Article 275. The assets contributed to the corporate funds
may not be reclaimed for payment of the personal debts of a
partner or a shareholder save by virtue of a lien
constituted in favor of a third party before such assets
were contributed to the company.
The disposal or encumbrance of corporate assets shall be
made by the subscribers, the partners, the shareholder or
shareholders, administrators or directors, attorneys in fact
or liquidators, as provided for in the articles of
incorporation, and lacking such provisions in the article of
incorporation, same shall be done in accordance with the
Law."
Article 35. The following article 580A is added to the Code of
Commerce:
"Article 580A. Any mandate, whether general or special,
that is granted through a public deed or by a private
document with a definite date shall have effect with regard
to third parties as from the date of its execution and may
be registered at the Public Registry at the option of the
interested party. However, the revocation of any mandate
that was previously registered shall be recorded at the
Public Registry save if otherwise provided for in the
document itself or if a mandate with a set term or for the
performance of a set act or event is concerned."
Article 36. Article 820 of the Code of Commerce shall read as
follows:
"Article 820. In the event of non-compliance and if no
special form of disposal has been covenanted, the creditor
or the depositor shall have the right to dispose of personal
assets given in pledge upon prior notice in writing to the
owner thereof at least thirty (30) calendar days before the
date on which the sale is to be made and upon an assessment
as referred to in Article 821."
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<PAGE>
Article 37. Article 821 of the Code of Commerce shall read as
follows:
"Article 821. In the case envisaged in Articles 820 and
822, the parties shall agree in the pledge agreement on the
method to be used to determine the value of the things given
in pledge in order to ensure its fair value at the time they
are applied to the debt. Lacking this, the pledge shall be
assessed by two experts each appointed by either party, or
by a third expert appointed by such experts in the event of
dispute, or by the judicial authority lacking such experts.
In any event, the creditor shall be liable for any damages
caused in the application of the provisions of this article
or the provisions of the foregoing article."
Article 38. Article 829A is added to the Code of Commerce as
follows:
"Article 829A. Any company may pledge its assets located
outside the Republic of Panama in a general manner, without
need to deliver same to the creditor, and without impairing
the credits having preference over certain movable or
immovable goods.
The general pledge of assets shall be set down on record by
means of a public deed or a private document authenticated
by a notary public in the place of execution. Such document
may contain all such stipulations as the parties may deem
expedient to include, but shall in any case include the name
and address of the grantor company and those of the creditor
or creditors and the set or maximum amount of the credit
guaranteed.
If such document is executed outside the Republic of Panama,
it must be apostilled or legalized by a Panamanian Consul in
the place of issue or, lacking such Consul, by that of a
friendly nation. The protocolized public or private
document evidencing the general pledge of assets shall be
registered at the Public Registry and, once registered, its
effects shall be retroactive to the date of entry in the
Journal of the Public Registry of the filing of such
document for registration.
Once the formalities established herein have been complied
with, the general pledge of assets shall have preference
over credits with no special privileges that are evidenced
in a public deed, executed judgment or private document with
a definite date.
A general pledge of assets document may be preliminarily
registered. The manner in which this is to be done and the
effects thereof shall be regulated by an executive decree."
Article 39. Any companies organized before this law enters
into effect may at any time choose to be governed by the
provisions thereof, for which such fact must be
evidenced in a resolution adopted by the partners or
shareholders that must be registered at the Public
Registry.
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<PAGE>
Article 40. The final paragraph of Article 9 of Law I of 5th
January 1984 on trusts is amended as follows:
"Article 9. The trust instrument must contain:
Where the trust is constituted through a private
document, the signatures of the settlor and of the
trustee or their attorneys in fact for the
constitution must be authenticated by a Notary
Public."
Article 41. Paragraph One of Article 35 of Law 1 of 1984 is
amended as follows:
"Article 35. ... Paragraph One: The foregoing exemptions
shall not apply in cases where the assets, money, shares or
securities mentioned in subsections 1, 2 and 3 above are
used in operations that are not exempt from taxes,
assessments, charges or encumbrances in the Republic of
Panama, save if same are invested in housing, housing
development projects, industrial or urban development parks
in the Republic of Panama, in which case the profits of such
investments shall be exempt from income tax."
Article 42. Article 317-A is added to the Fiscal Code as
follows:
"Article 317-A. The reservation of a company name at the
Public Registry shall be charged a twenty-five
balboa (B/.25.00) fee."
Article 43. Paragraph one is amended and subsection 5 is added
to Article 318 of the Fiscal Code as follows:
"Article 318. The registration of public or
authenticated documents or documents whereby a
company is organized, made or continued in the
Mercantile Section of the Public Registry, as
the case may be, shall be subject to the
following fees:
.......
5. The registration fee for the general pledge of assets
shall be one hundred balboas (B/.100.00)."
Article 44. All the provisions in the Code or other laws
referring to accounting books shall be understood to be
referring to the records mentioned in the present Decree
Law.
Article 45. The present Decree Law revokes subsection 7 of
Article 57, Articles 74, 76, 79, 80 and 82 of the Code
of Commerce, subsection 7 of Article 1776 of the Civil
Code and point q) of Article of Law 2 of 16th January
1991; Articles 11B, 11C, 11D, 11E, 38A, 58A, 99A, 144A,
146A, 149A, 149B, 223A, 558A and 829A are added, and
Articles 71, 72, 73, 77, 78, 81, 83, 85, 86, 87, 93, 94,
95, 142, 143, 144, 147, 148, 193, 203, 249, 275, 820 and
821 of the Code of Commerce are amended;
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<PAGE>
Article 317-A is added and Article 318 of the Fiscal Code is
amended and added; and Articles 9 and 35 of Law 1 of 5th January
1984 are amended.
Article 46. This Decree Law shall enter into effect as from
its promulgation.
LET IT BE COMMUNICATED AND PUBLISHED.
Given in the City of Panama on the second day of the month of
July nineteen hundred and ninety seven (1997).
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EXHIBIT B
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
The undersigned, Larry J. Bump and John N. Hove, President and
Secretary, respectively, of WILLBROS GROUP, INC., a corporation
duly organized and existing under and by the virtue of the laws
of the Republic of Panama, do hereby amend the Articles of
Incorporation of WILLBROS GROUP, INC. as follows:
1. By substituting and replacing ARTICLE FIFTH so that
henceforth said ARTICLE FIFTH of said Articles shall read in its
entirety as follows:
"FIFTH: Domicile. The domicile of the
Corporation is in the Republic of Panama, and the
name of its Resident Agent is the law firm ARIAS,
FABREGA & FABREGA, whose domicile is at Edificio
Plaza Bancomer, 50th Street, Panama 5, Republic of
Panama. The Corporation may, as provided for by
the Board of Directors, engage in business and
establish branches and keep its files and assets
anywhere in the world. The Corporation may change
its domicile of incorporation and continue to
exist under the laws or jurisdiction of another
country, if authorized by a resolution of the
Board of Directors or the stockholders of the
Corporation."
2. By amending ARTICLE SEVENTH by adding subparagraph (q)
so that henceforth said ARTICLE SEVENTH, subparagraph (q) of said
Articles shall read in its entirety as follows:
"(q) The Board of Directors may, without
stockholder approval, sell, lease, exchange or
otherwise dispose of any part of the assets,
rights, property or undertakings of the
Corporation, including its goodwill and its
corporate franchise, upon such terms and
conditions and for such consideration, which may
consist in whole or in part of money or other
property, including shares of stock in, and/or
other securities of, any other corporation or
corporations, as the Board of Directors deems
expedient and for the best interests of the
Corporation; provided, however, any such sale,
lease, exchange or other disposal that constitutes
all or substantially all of the Corporation's
assets, rights, property and undertakings of the
Corporation, including its goodwill and its
corporate franchise, shall require the affirmative
vote of the holders of a majority of the
outstanding shares of stock of the Corporation
entitled to vote on such matter."
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Signed in Panama City, Panama, on the ------------- day of May, 1998.
WILLBROS GROUP, INC.
By:
-----------------------------------
Larry J. Bump
President
By:
-----------------------------------
John N. Hove
Secretary
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