<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 11-K
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ---------------- to -----------------------
Commission file number 333-21399
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Willbros Employees' 401(k) Investment Plan
2431 East 61st Street, Suite 700
Tulsa, Oklahoma 74136
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Willbros Group, Inc.
Dresdner Bank Building
50th Street, 8th Floor
P. O. Box 850048
Panama 5, Republic of Panama
Telephone No.: (50-7) 263-9282
================================================================================
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Willbros Employees' 401(k) Investment Plan has duly caused this
annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
WILLBROS EMPLOYEES' 401(k)
INVESTMENT PLAN
Date: June 29, 1998 By: /s/ Melvin F. Spreitzer
------------------------------------
Melvin F. Spreitzer
Retirement Plans Committee
PAGE 2
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
INDEX TO
--------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
Page
----
Independent Auditors' Report 4
- ----------------------------
Financial Statements:
- ---------------------
Statements of Net Assets Available for Plan Benefits 5
Statements of Changes in Net Assets Available for Plan Benefits 6
Notes to Financial Statements 7-14
Supplemental Schedules
- ----------------------
Appendix I - Item 27a - Schedule of Assets Held for Investment
Purposes 15
Appendix II - Item 27d - Schedule of Reportable Transactions 16
All other schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 are omitted as they are inapplicable or
not required.
PAGE 3
<PAGE>
Independent Auditors' Report
The Retirement Plans Committee
Willbros Employees' 401(k) Investment Plan:
We have audited the accompanying statements of net assets
available for plan benefits of Willbros Employees' 401(k) Investment
Plan as of December 31, 1997 and 1996 and the related statements of
changes in net assets available for plan benefits for the years then
ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As described in Note 6, the Plan merged with the investment
plan of an affiliated entity effective March 1, 1997. Accordingly,
the net assets available for Plan benefits were transferred from the
affiliated plan.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets available
for plan benefits of the Plan as of December 31, 1997 and 1996 and
the changes in net assets available for plan benefits for the years
then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
information included in Schedules 1 and 2 is presented for purposes
of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
Such information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
KPMG PEAT MARWICK LLP
Tulsa, Oklahoma
June 22, 1998
PAGE 4
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Investments, at fair value:
Specifically Directed Investment Fund $ 7,109,564 $ 6,028,589
The Janus Fund's Equity Option 2,745,488 568,682
Voyageur Asset Management Intermediate
Bond Fund 582,817 326,415
American Performance Cash Management
Fund 682,104 139,492
Miller, Anderson & Sherrerd Balanced Fund 3,224,215 833,375
Westcore Midco Growth Fund Institutional 1,587,644 404,572
Warburg, Pincus International Equity Fund 824,400 147,300
Federated Capital Preservation Fund 173,557 -
Company Stock Fund 528,572 -
Participant Loan Fund 588,603 163,460
------------ ------------
18,046,964 8,611,885
Accrued investment income 11,378 8,510
Cash 34,661 29,159
------------ ------------
Net assets available for plan benefits $ 18,093,003 $ 8,649,554
============ ============
</TABLE>
See accompanying notes to financial statements.
PAGE 5
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ (343,842) $ 260,006
Dividends 1,483,146 402,688
Interest 181,932 116,019
------------ -----------
1,321,236 778,713
Transfer of assets from another plan 5,823,405 -
Contributions:
Employer 689,194 181,202
Participants 1,736,645 436,798
------------ ------------
2,425,839 618,000
------------ ------------
Total additions 9,570,480 1,396,713
Deductions from net assets attributed to:
Benefits paid to participants 115,988 277,584
Forfeitures 6,088 1,928
Transfer of assets to another plan - 2,460
Trustee and other fees 4,955 11,340
------------ ------------
Total deductions 127,031 293,312
------------ ------------
Net increase 9,443,449 1,103,401
Net assets available for plan benefits:
Beginning of year 8,649,554 7,546,153
------------ ------------
End of year $ 18,093,003 $ 8,649,554
============ ============
</TABLE>
See accompanying notes to financial statements.
PAGE 6
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
The following description of the Willbros Employees' 401(k)
Investment Plan (the "Plan"), formerly the Willbros USA, Inc.
Employees' Investment Plan, provides only general information.
Participants should refer to the Plan documents for a more complete
description of the Plan's provisions. Also, see Note 6 regarding the
Plan merger at March 1, 1997.
General - The Plan is a defined contribution plan covering all
Tulsa office full-time employees of Willbros USA, Inc., all Tulsa
office full-time employees of Willbros Engineers, Inc., and all
salaried employees of Willbros Energy Services Company (collectively
the "Company") who have one year of eligible service. It is subject
to the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
Contributions - Participants may contribute, by payroll deductions,
from 1% to 20% of their compensation to the Plan and allocate these
amounts as deferred or taxable contributions. The Company may
contribute an amount equal to 100% of each participant's contribution
up to a maximum of 5% of their compensation. For the years ended
December 31, 1997 and 1996, the Company was contributing up to 4% of
participant's compensation in cash, or beginning in 1997, if the
participant so elected, up to 5% of compensation in Willbros Group,
Inc. common stock.
Participant Accounts - Each participant's accounts are credited
with the participant's contributions and the Company contributions.
At each valuation date, participants' accounts for each investment
option are credited with their share of the net income and gains and
charged with losses. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's vested
account. Under certain circumstances transfers of balances between
plans may be made.
Vesting - Participants are immediately vested in their voluntary
contribution account and their salary reduction account plus actual
earnings thereon. Vesting in the Company contribution account is
based on years of service earned as follows: 3 years - 50%; 4 years
- - 75%; and 5 years - 100%.
Forfeitures - The portion of a participant's employer contribution
that is forfeited because of termination of employment before full
vesting is applied to reduce the Company's future contributions.
Payment of Plan Benefits - On termination of service, participants
may elect to receive a lump-sum amount equal to the vested value of
their accounts, or, if vested plan benefits exceed $3,500, defer
distribution until age 70 is reached or death occurs.
Participants who are age 55 may also withdraw their salary
reduction accounts. Hardship withdrawals from salary reduction
accounts before age 59-1/2 are also permitted under certain
circumstances.
Participant Loans - Participants may borrow from the Plan pursuant
to Section 408(b)(1) of ERISA. Loans to a participant may not exceed
the lesser of 50% of the present value of the nonforfeitable accrued
benefit of the participant, the balance of the participant's
voluntary and salary reduction contribution accounts plus the vested
portion of his or her Company contribution account, or $50,000. The
minimum loan is $1,000.
Loans are stated at cost which approximates fair value.
PAGE 7
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan (Continued)
Investment Options - Participants may direct investment of their
funds to one or more of the following investment options:
Option A:Specifically Directed Investment Fund,
Option B:The Janus Fund's Equity Option,
Option C:Pacific Investment Management Company Total Return Fund (1997),
Option C:Voyageur Asset Management Intermediate Bond Fund (1996),
Option D:American Performance Cash Management Fund,
Option E:Miller, Anderson & Sherrerd Balanced Fund,
Option F:Westcore Midco Growth Fund Institutional,
Option G:Warburg, Pincus International Equity Fund,
Option H:Federal Capital Preservation Fund,
Option I:Willbros Group, Inc. Common Stock.
2. Summary of Significant Accounting Policies
Basis of Presentation - The accompanying financial statements of
the Plan have been prepared on an accrual basis. The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amounts of net assets available for plan benefits
and changes in net assets available for plan benefits during the
reporting period. Actual results could differ from those estimates.
Administrative Expenses - Administrative expenses of the Plan
(except transaction fees for Option A participants and wire fees for
sales of Option B) are paid by the Company.
Net Assets Available for Plan Benefits - Net assets available for
plan benefits include benefits payable to current participants and
those who have withdrawn from the Plan. There were no benefits
payable at December 31, 1997 and 1996. The annual information return
filed with the Internal Revenue Service (Form 5500) requires these
amounts to be stated as a liability and a distribution.
Investments - Investments are held in pooled trust funds and mutual
funds and are stated at the Plan's proportionate share of the fair
value of the holdings of the pooled trust funds. If available, quoted
market prices are used to value investments in mutual funds and other
securities. The difference between the current value and the
historical cost is reflected as net appreciation and depreciation.
Purchases and sales of investments are recorded on a trade date basis,
except as explained in Note 5.
3. Plan Termination
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any time
and to terminate the Plan subject to the provisions of ERISA. In the
event of plan termination, participants will become 100 percent vested
in their accounts.
4. Tax Status
The Plan was established January 1, 1976 under the provisions of
ERISA. The Internal Revenue Service has determined that the Plan is
qualified under Sections 401(a) and 401(k) of the Internal Revenue
Code and that the Plan is exempt from federal income taxes under
Section 501(a) which provides that earned income is taxable only upon
distribution thereof. A favorable determination letter covering the
Plan has been received from the Internal Revenue Service.
PAGE 8
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
5. Investments
The Plan's investments and cash are held by BancOklahoma Trust
Company and administered under a trust agreement with the Company.
The trustee has full discretionary authority for purchase and sale of
investments not specifically directed by participants within the
approved Plan options; however, the Retirement Plans Committee for
the Plan retains the right to change the options available to
participants.
The Trustee has certified as to the completeness and accuracy of the
investments in total, by fund option, and individually for each
participant in the specifically directed investment fund. The
following table presents the fair values of investments at December
31, 1997 and 1996. Investments that represent 5% or more of the Plan's
net assets are separately identified.
<TABLE>
<CAPTION>
1997
----------------------------
No. of Shares/
Loans or Principal Fair
Amount ($) Value
------------ ------------
<S> <C> <C>
Specifically Directed Investment Fund:
Others N/A $ 7,109,564
The Janus Fund's Equity Option 110,261 2,745,488
Voyageur Asset Management Intermediate
Bond Fund - -
Pacific Investment Management Company
Total Return Fund 54,983 582,817
American Performance Cash
Management Fund $ 682,104 682,104
Miller, Anderson & Sherrerd Balanced
Fund 242,970 3,224,215
Westcore Midco Growth Fund Institutional 80,755 1,587,644
Warburg, Pincus International Equity Fund 48,466 824,400
Federated Capital Preservation Fund 17,356 173,557
Company Stock Fund 32,796 528,572
Participant Loan Fund 112 588,603
------------
$ 18,046,964
============
- --C O N T I N U E D--
1996
----------------------------
No. of Shares/
Loans or Principal Fair
Amount ($) Value
------------ ------------
Specifically Directed Investment Fund:
Others N/A $ 6,028,589
The Janus Fund's Equity Option 23,259 568,682
Voyageur Asset Management Intermediate
Bond Fund 31,568 326,415
Pacific Investment Management Company
Total Return Fund - -
American Performance Cash
Management Fund $ 139,492 139,492
Miller, Anderson & Sherrerd Balanced
Fund 64,254 833,375
Westcore Midco Growth Fund Institutional 20,168 404,572
Warburg, Pincus International Equity Fund 7,068 147,300
Federated Capital Preservation Fund - -
Company Stock Fund - -
Participant Loan Fund 30 163,460
------------
$ 8,611,885
============
</TABLE>
The following schedule presents the net appreciation (depreciation)
in fair value for each investment option for the years ended December
31, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Specifically Directed Investment Fund $ 430,997 $ 243,084
The Janus Fund's Equity Option 288,174 18,122
Pacific Investment Management Company
Total Return Fund/Voyageur Asset
Management Intermediate Bond Fund 8,529 (12,601)
Miller, Anderson & Sherrerd Balanced Fund (44,220) 370
Westcore Midco Growth Fund Institutional (710,557) 2,424
Warburg, Pincus International Equity Fund (349,858) 8,607
Federated Capital Preservation Fund (12) -
Company Stock Fund 33,105 -
------------ ------------
$ (343,842) $ 260,006
============ ============
</TABLE>
PAGE 9
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
5. Investments (Continued)
The following schedule presents investments held by option at
December 31, 1997:
<TABLE>
<CAPTION>
Option
--------------------------------------------
A B C
------------ ------------ ------------
1997
- ----
<S> <C> <C> <C>
Investments, at fair value:
Specifically Directed
Investment Fund $ 7,109,564 $ - $ -
The Janus Fund's Equity Option - 2,745,488 -
Pacific Investment Management
Company Total Return Fund - - 582,817
American Performance Cash
Management Fund - - -
Miller, Anderson & Sherrerd
Balanced Fund - - -
Westcore Midco Growth Fund
Institutional - - -
Warburg, Pincus International
Equity Fund - - -
Federated Capital Preservation Fund - - -
Company Stock Fund - - -
Participant Loan Fund - - -
------------ ------------ ------------
Total Investments $ 7,109,564 $ 2,745,488 $ 582,817
============ ============ ============
- --C O N T I N U E D--
Option
--------------------------------------------
D E F
------------ ------------ ------------
1997
- ----
Investments, at fair value:
Specifically Directed
Investment Fund $ - $ - $ -
The Janus Fund's Equity Option - - -
Pacific Investment Management
Company Total Return Fund - - -
American Performance Cash
Management Fund 682,104 - -
Miller, Anderson & Sherrerd
Balanced Fund - 3,224,215 -
Westcore Midco Growth Fund
Institutional - - 1,587,644
Warburg, Pincus International
Equity Fund - - -
Federated Capital Preservation Fund - - -
Company Stock Fund - - -
Participant Loan Fund - - -
------------ ------------ ------------
Total Investments $ 682,104 $ 3,224,215 $ 1,587,644
============ ============ ============
- --C O N T I N U E D--
Option
--------------------------------------------
G H I
------------ ------------ ------------
1997
- ----
Investments, at fair value:
Specifically Directed
Investment Fund $ - $ - $ -
The Janus Fund's Equity Option - - -
Pacific Investment Management
Company Total Return Fund - - -
American Performance Cash
Management Fund - - -
Miller, Anderson & Sherrerd
Balanced Fund - - -
Westcore Midco Growth Fund
Institutional - - -
Warburg, Pincus International
Equity Fund 824,400 - -
Federated Capital Preservation Fund - 173,557 -
Company Stock Fund - - 528,572
Participant Loan Fund - - -
------------ ------------ ------------
Total Investments $ 824,400 $ 173,557 $ 528,572
============ ============ ============
- --C O N T I N U E D--
Loan
Fund Total
------------ ------------
1997
- ----
Investments, at fair value:
Specifically Directed
Investment Fund $ - $ 7,109,564
The Janus Fund's Equity Option - 2,745,488
Pacific Investment Management
Company Total Return Fund - 582,817
American Performance Cash
Management Fund - 682,104
Miller, Anderson & Sherrerd
Balanced Fund - 3,224,215
Westcore Midco Growth Fund
Institutional - 1,587,644
Warburg, Pincus International
Equity Fund - 824,400
Federated Capital Preservation Fund - 173,557
Company Stock Fund - 528,572
Participant Loan Fund 588,603 588,603
------------ ------------
Total Investments $ 588,603 $ 18,046,964
============ ============
</TABLE>
PAGE 10
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
5. Investments (Continued)
The following schedule presents investments held by option at
December 31, 1996:
<TABLE>
<CAPTION>
Option
--------------------------------------------
A B C
------------ ------------ ------------
1996
- ----
<S> <C> <C> <C>
Investments, at fair value:
Specifically Directed
Investment Fund $ 6,028,589 $ - $ -
The Janus Fund's Equity Option - 568,682 -
Voyageur Asset Management
Intermediate Bond Fund - - 326,415
American Performance Cash
Management Fund - 15,900 468
Miller, Anderson & Sherrerd
Balanced Fund - - -
Westcore Midco Growth Fund
Institutional - - -
Warburg, Pincus International
Equity Fund - - -
Participant Loan Fund - - -
------------ ------------ ------------
Total Investments $ 6,028,589 $ 584,582 $ 326,883
============ ============ ============
- --C O N T I N U E D--
Option
--------------------------------------------
D E F
------------ ------------ ------------
1996
- ----
Investments, at fair value:
Specifically Directed
Investment Fund $ - $ - $ -
The Janus Fund's Equity Option - - -
Voyageur Asset Management
Intermediate Bond Fund - - -
American Performance Cash
Management Fund 114,607 3,075 1,361
Miller, Anderson & Sherrerd
Balanced Fund - 833,375 -
Westcore Midco Growth Fund
Institutional - - 404,572
Warburg, Pincus International
Equity Fund - - -
Participant Loan Fund - - -
------------ ------------ ------------
Total Investments $ 114,607 $ 836,450 $ 405,933
============ ============ ============
- --C O N T I N U E D--
Option
--------------------------------------------
G H I
------------ ------------ ------------
1996
- ----
Investments, at fair value:
Specifically Directed
Investment Fund $ - $ - $ -
The Janus Fund's Equity Option - - -
Voyageur Asset Management
Intermediate Bond Fund - - -
American Performance Cash
Management Fund 960 - -
Miller, Anderson & Sherrerd
Balanced Fund - - -
Westcore Midco Growth Fund
Institutional - - -
Warburg, Pincus International
Equity Fund 147,300 - -
Participant Loan Fund - - -
------------ ------------ ------------
Total Investments $ 148,260 $ - $ -
============ ============ ============
- --C O N T I N U E D--
Loan
Fund Total
------------ ------------
1996
- ----
Investments, at fair value:
Specifically Directed
Investment Fund $ - $ 6,028,589
The Janus Fund's Equity Option - 568,682
Voyageur Asset Management
Intermediate Bond Fund - 326,415
American Performance Cash
Management Fund 3,121 139,492
Miller, Anderson & Sherrerd
Balanced Fund - 833,375
Westcore Midco Growth Fund
Institutional - 404,572
Warburg, Pincus International
Equity Fund - 147,300
Participant Loan Fund 163,460 163,460
------------ ------------
Total Investments $ 166,581 $ 8,611,885
============ ============
</TABLE>
PAGE 11
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
5. Investments (Continued)
The following schedule presents the changes in net assets available
for plan benefits by investment option for the year ended December
31, 1996.
<TABLE>
<CAPTION>
Option
--------------------------------------------
A B C
------------ ------------ ------------
<S> <C> <C> <C>
Net assets available for
plan benefits as of
December 31, 1995 $ 5,338,565 $ 362,505 $ 337,201
Investment income:
Net appreciation
(depreciation) in fair
value of investments 243,084 18,122 (12,601)
Dividends 205,076 19,513 -
Interest 76,358 430 18,517
Employer contributions 68,314 26,645 6,584
Trustee and other fees (11,340) - -
Participant contributions 249,825 41,425 8,233
Benefits paid to participants (153,137) (22,672) (3,719)
Loans to participants (46,500) (12,742) (251)
Reinvestment of loan payments 66,902 17,620 3,053
Forfeitures - (316) (78)
Transfers 14,495 136,663 (29,555)
Transfer of assets to another plan - - -
------------ ------------ ------------
Net assets available for
plan benefits as of
December 31, 1996 $ 6,051,642 $ 587,193 $ 327,384
============ ============ ============
- --C O N T I N U E D--
Option
--------------------------------------------
D E F
------------ ------------ ------------
Net assets available for
plan benefits as of
December 31, 1995 $ 135,757 $ 722,992 $ 317,490
Investment income:
Net appreciation
(depreciation) in fair
value of investments - 370 2,424
Dividends - 108,381 64,053
Interest 5,450 435 215
Employer contributions 7,207 43,629 17,453
Trustee and other fees - - -
Participant contributions 9,011 82,102 28,682
Benefits paid to participants (1,611) (83,067) (8,745)
Loans to participants (171) (33,360) (6,750)
Reinvestment of loan payments 30 30,378 11,881
Forfeitures (307) (706) (438)
Transfers (39,529) (30,066) (18,522)
Transfer of assets to another plan - - -
------------ ------------ ------------
Net assets available for
plan benefits as of
December 31, 1996 $ 115,837 $ 841,088 $ 407,743
============ ============ ============
- --C O N T I N U E D--
Option
--------------------------------------------
G H I
------------ ------------ ------------
Net assets available for
plan benefits as of
December 31, 1995 $ 137,666 $ - $ -
Investment income:
Net appreciation
(depreciation) in fair
value of investments 8,607 - -
Dividends 5,665 - -
Interest 79 - -
Employer contributions 11,370 - -
Trustee and other fees - - -
Participant contributions 17,450 - -
Benefits paid to participants (2,681) - -
Loans to participants (1,176) - -
Reinvestment of loan payments 5,891 - -
Forfeitures (83) - -
Transfers (33,486) - -
Transfer of assets to another plan - - -
------------ ------------ ------------
Net assets available for
plan benefits as of
December 31, 1996 $ 149,302 $ - $ -
============ ============ ============
- --C O N T I N U E D--
Loan
Fund Total
------------ ------------
Net assets available for
plan benefits as of
December 31, 1995 $ 193,977 $ 7,546,153
Investment income:
Net appreciation
(depreciation) in fair
value of investments - 260,006
Dividends - 402,688
Interest 14,535 116,019
Employer contributions - 181,202
Trustee and other fees - (11,340)
Participant contributions 70 436,798
Benefits paid to participants (1,952) (277,584)
Loans to participants 100,950 -
Reinvestment of loan payments (135,755) -
Forfeitures - (1,928)
Transfers - -
Transfer of assets to another plan (2,460) (2,460)
------------ ------------
Net assets available for
plan benefits as of
December 31, 1996 $ 169,365 $ 8,649,554
============ ============
</TABLE>
PAGE 12
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
5. Investments (Continued)
The following schedule presents the changes in net assets available
for plan benefits by investment option for the year ended December
31, 1997. These amounts are reported on a trade date basis, except
where such information was not available. In those instances, the
information is reported on a settlement date basis.
<TABLE>
<CAPTION>
Option
--------------------------------------------
A B C
------------ ------------ ------------
<S> <C> <C> <C>
Net assets available for
plan benefits as of
December 31, 1996 $ 6,051,642 $ 587,193 $ 327,384
Investment income:
Net appreciation
(depreciation) in fair
value of investments 430,997 288,174 8,529
Dividends 310,023 157,984 -
Interest 58,515 - 43,241
Employer contributions 45,948 146,331 14,180
Trustee and other fees (1,290) (4,129) -
Participant contributions 352,827 399,346 34,728
Benefits paid to participants (8,475) (8,982) (2,571)
Loans to participants (67,000) (64,481) (3,748)
Reinvestment of loan payments 17,744 156,799 6,207
Forfeitures - (2,075) -
Transfers (58,781) (366,570) (32,581)
Transfer of assets from another plan - 1,455,898 187,448
------------ ------------ ------------
Net assets available for
plan benefits as of
December 31, 1997 $ 7,132,150 $ 2,745,488 $ 582,817
============ ============ ============
- --C O N T I N U E D--
Option
--------------------------------------------
D E F
------------ ------------ ------------
Net assets available for
plan benefits as of
December 31, 1996 $ 115,837 $ 841,088 $ 407,743
Investment income:
Net appreciation
(depreciation) in fair
value of investments - (44,220) (710,557)
Dividends - 503,062 139,931
Interest 37,256 - -
Employer contributions 27,215 116,162 88,742
Trustee and other fees - 230 -
Participant contributions 99,972 335,776 261,984
Benefits paid to participants - (76,338) (10,922)
Loans to participants (136,369) (90,685) (44,901)
Reinvestment of loan payments 17,304 80,726 55,381
Forfeitures (2,654) (960) -
Transfers 62,225 (111,934) 341,439
Transfer of assets from
another plan 484,771 1,671,308 1,058,804
------------ ------------ ------------
Net assets available for
plan benefits as of
December 31, 1997 $ 705,557 $ 3,224,215 $ 1,587,644
============ ============ ============
- --C O N T I N U E D--
Option
--------------------------------------------
G H I
------------ ------------ ------------
Net assets available for
plan benefits as of
December 31, 1996 $ 149,302 $ - $ -
Investment income:
Net appreciation
(depreciation)in fair
value of investments (349,858) (12) 33,105
Dividends 366,385 5,761 -
Interest - - -
Employer contributions 45,748 6,004 198,864
Trustee and other fees 234 - -
Participant contributions 139,165 35,500 77,347
Benefits paid to participants (8,700) - -
Loans to participants (25,476) (1,670) (6,670)
Reinvestment of loan payments 36,849 5,941 18,797
Forfeitures (79) - (320)
Transfers (163,280) 122,033 207,449
Transfer of assets from
another plan 634,110 - -
------------ ------------ ------------
Net assets available for
plan benefits as of
December 31, 1997 $ 824,400 $ 173,557 $ 528,572
============ ============ ============
- --C O N T I N U E D--
Loan
Fund Total
------------ ------------
Net assets available for
plan benefits as of
December 31, 1996 $ 169,365 $ 8,649,554
Investment income:
Net appreciation
(depreciation) in fair
value of investments - (343,842)
Dividends - 1,483,146
Interest 42,920 181,932
Employer contributions - 689,194
Trustee and other fees - (4,955)
Participant contributions - 1,736,645
Benefits paid to participants - (115,988)
Loans to participants 441,000 -
Reinvestment of loan payments (395,748) -
Forfeitures - (6,088)
Transfers - -
Transfer of assets from another plan 331,066 5,823,405
------------ ------------
Net assets available for
plan benefits as of
December 31, 1997 $ 588,603 $ 18,093,003
============ ============
</TABLE>
PAGE 13
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
6. Plan Merger
Effective March 1, 1997, the Willbros USA, Inc. Employees'
Investment Plan ("WUSA Plan") was merged with the investment plan of
an affiliated company, Willbros Engineers, Inc. Employees' Investment
Plan ("WEI Plan"), and the combined plan was renamed Willbros
Employees' 401(k) Investment Plan.
Also effective March 1, 1997, the Plan added Willbros Group, Inc.
common stock as an investment option. In addition, at the
participant's option, the Company's matching contribution may be made
either in cash or Willbros Group, Inc. common stock. Willbros Group,
Inc. is the parent company of Willbros USA, Inc. and Willbros
Engineers, Inc.
The net assets available for plan benefits that were transferred
from the WEI Plan were $5,823,405.
PAGE 14
<PAGE>
APPENDIX I
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1997
<TABLE>
<CAPTION>
Identity
of
Issuer,
Party- Borrower,
in Lessor, or Description
interest Similar of Current
(*) Party Investment Cost Value
--- ------------ ------------------ ------------ ------------
<S> <C> <C> <C>
Specifically Funds invested in
Directed Invest- various equity and
ment Fund interest-bearing
securities at the
direction of indi-
vidual participants $ 6,615,958 $ 7,132,150
The Janus Fund's Equity mutual fund
Equity Option invested in common
stocks 2,682,527 2,745,488
Westcore Midco Aggressive equity
Growth Fund fund invested in
Institutional mid-cap equity
investments 1,538,422 1,587,644
Warburg, Pincus Mutual fund invest-
International ed in international
Equity Fund equity investments 965,688 824,400
* Pacific Investment Fixed income mutual fund
Management Com- invested in U.S. govern-
pany Total Return ment bond, U.S.govern-
Fund ment agency and
corporate bonds 574,690 582,817
* American Perform- Short-term money
ance Cash Manage- market fund bearing
ment Fund interest 705,557 705,557
Miller, Anderson Pooled fund invested in
& Sherrerd Balanc- other various equity
ed Fund and interest-bearing
pooled funds 3,135,665 3,224,215
Federal Capital Mutual fund invested
Preservation Fund in guaranteed invest-
ment contracts 173,557 173,557
Company Stock Fund Unitized fund in
Willbros Group, Inc.
common stock 501,088 528,572
* Loans to Partici- Loans extended to 30
pants participants maturing
in less than 5 years
with interest rates
ranging from 6% to
9% 588,603 588,603
------------ ------------
$ 17,481,755 $ 18,093,003
============ ============
</TABLE>
PAGE 15
<PAGE>
APPENDIX II
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
ITEM 27d- SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 1997
<TABLE>
<CAPTION>
Identity
of
Party Description
Involved of Purchase Selling Lease
(1) Asset Price Price Rental
---- -------------- ------------ ------------ ------------
<S> <C> <C> <C>
American Performance
Cash Management Fund $ - $ 563,692 $ -
American Performance
Cash Management Fund 639,535 - -
Federated Capital Pre-
servation Fund 1,014,881 - -
Federated Capital Pre-
servation Fund - 853,593 -
The Janus Equity Fund - 1,031,103 -
The Janus Equity Fund 1,510,791 - -
Miller, Anderson &
Sherrerd Balanced
Fund 1,948,183 - -
Miller, Anderson &
Sherrerd Balanced
Fund - 1,070,967 -
Warburg Pincus
International Equity
Fund 437,968 - -
Warburg Pincus
International Equity
Fund - 148,919 -
Westcore Midco
Growth Fund
Institutional 686,460 - -
Westcore Midco
Growth Fund
Institutional - 481,347 -
- --C O N T I N U E D--
Current
Identity Value of
of Expenses Asset on
Party Description Incurred Cost Trans-
Involved of With of action
(1) Asset Transaction Asset Date
---- -------------- ------------ ------------ ------------
American Performance
Cash Management Fund $ - $ 563,692 $ 563,692
American Performance
Cash Management Fund - 639,535 639,535
Federated Capital Pre-
servation Fund - 1,014,881 1,014,881
Federated Capital Pre-
servation Fund - 853,605 853,593
The Janus Equity Fund - 822,705 1,031,103
The Janus Equity Fund - 1,510,791 1,510,791
Miller, Anderson &
Sherrerd Balanced
Fund - 1,948,183 1,948,183
Miller, Anderson &
Sherrerd Balanced
Fund - 904,359 1,070,967
Warburg Pincus
International Equity
Fund - 437,968 437,968
Warburg Pincus
International Equity
Fund - 135,806 148,919
Westcore Midco
Growth Fund
Institutional - 686,460 686,460
Westcore Midco
Growth Fund
Institutional - 397,256 481,347
- --C O N T I N U E D--
Identity
of
Party Description Net
Involved of Gain or
(1) Asset (Loss)
----- -------------- ------------
American Performance
Cash Management Fund $ -
American Performance
Cash Management Fund -
Federated Capital Pre-
servation Fund -
Federated Capital Pre-
servation Fund (12)
The Janus Equity Fund 208,398
The Janus Equity Fund -
Miller, Anderson &
Sherrerd Balanced
Fund -
Miller, Anderson &
Sherrerd Balanced
Fund 166,608
Warburg Pincus
International Equity
Fund -
Warburg Pincus
International Equity
Fund 13,113
Westcore Midco
Growth Fund
Institutional -
Westcore Midco
Growth Fund
Institutional 84,091
</TABLE>
(1) All transactions involved BancOklahoma Trust Company, the
trustee.
PAGE 16
<PAGE>
EXHIBIT INDEX
------------------
EXHIBIT
NUMBER EXHIBIT
------------- -----------
23 Independent Auditors' Consent
PAGE 17
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Retirement Plans Committee
Willbros Employees' 401(k) Investment Plan:
We consent to incorporation by reference in the registration
statement on Form S-8 (No. 333-21399) of Willbros Group, Inc. of
our report dated June 22, 1998, relating to the statements of net
assets available for plan benefits of Willbros Employees' 401(k)
Investment Plan as of December 31, 1997 and 1996, and the related
statements of changes in net assets available for plan benefits for
the years then ended, which report appears in the December 31, 1997
annual report on Form 11-K of Willbros Employees' 401(k) Investment
Plan.
KPMG PEAT MARWICK
Tulsa, Oklahoma
June 29, 1998
