<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, 1998
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 600
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, 1999 By: /s/ Melvin F. Spreitzer
---------------------------------------
Melvin F. Spreitzer
Retirement Plans Committee
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 7-15
Supplemental Schedules:
- ----------------------
Line 27a - Schedule of Assets Held for Investment Purposes 16
Line 27d - Schedule of Reportable Transactions 17
All other schedules required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974 are omitted as they are inapplicable or not required.
3
<PAGE>
Independent Auditors' Report
The Retirement Plans Committee
Willbros USA, Inc.:
We have audited the accompanying statements of net assets available for
plan benefits of Willbros Employees' 401(k) Investment Plan as of December 31,
1998 and 1997 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 audits 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, 1998 and 1997 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 LLP
Tulsa, Oklahoma
June 11, 1999
4
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Investments, at fair value:
Specifically Directed Investment Fund $ 6,824,887 $ 7,109,564
The Janus Fund's Equity Option - 2,745,488
FRTC Equity I Fund 4,126,067 -
Pacific Investment Management Company
Total Return Fund - 582,817
FRTC Fixed Income I Fund 877,497 -
American Performance Cash Management Fund - 682,104
Miller, Anderson & Sherrerd Balanced Fund - 3,224,215
FRTC Global Balanced Fund 3,168,373 -
Westcore Midco Growth Fund Institutional
Equity Fund - 1,587,644
FRTC Small Cap Fund 1,484,723 -
Warburg, Pincus International Equity Fund - 824,400
FRTC All International Markets Fund 786,953 -
Federated Capital Preservation Fund - 173,557
FRTC Investment Contract Fund 1,093,773 -
FRTC Balanced Income Fund 18,281 -
FRTC Domestic Conservative Balanced Fund 78,988 -
FRTC Aggressive Balanced Fund 288,055 -
FRTC Global Equity Fund 154,565 -
Company Stock Fund 765,730 528,572
Participant Loan Fund 530,552 588,603
----------- -----------
20,198,444 18,046,964
Accrued investment income 7,231 11,378
Cash 87,105 34,661
----------- -----------
Net assets available for plan benefits $20,292,780 $18,093,003
=========== ===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments $ 1,338,793 $ (343,842)
Dividends 704,695 1,483,146
Interest 96,850 181,932
----------- -----------
2,140,338 1,321,236
Transfer of assets from another plan - 5,823,405
Contributions:
Employer 781,321 689,194
Participants 1,621,981 1,736,645
----------- -----------
2,403,302 2,425,839
----------- -----------
Total additions 4,543,640 9,570,480
Deductions from net assets attributed to:
Benefits paid to participants 2,201,848 115,988
Forfeitures 63,552 6,088
Trustee and other fees 78,463 4,955
----------- -----------
Total deductions 2,343,863 127,031
----------- -----------
Net increase 2,199,777 9,443,449
Net assets available for plan benefits:
Beginning of year 18,093,003 8,649,554
----------- -----------
End of year $20,292,780 $18,093,003
=========== ===========
</TABLE>
See accompanying notes to financial statements.
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, 1998 and 1997, the Company was contributing up
to 4% of participant's compensation in cash, or beginning March 1, 1997, if
the participant so elected, up to 5% of compensation in Willbros Group, Inc.
common stock.
Participant Accounts - Each participant's account is 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.
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 Frank Russell Investment Contract Fund (previously the
American Performance Cash Management Fund and Federal Capital
Preservation Fund until March 1, 1998),
Option C: The Frank Russell Fixed Income I Fund (previously the
Pacific Investment Management Company Total Return Fund
until March 1, 1998),
Option D: The Frank Russell Balanced Income Fund,
Option E: The Frank Russell Domestic Conservative Balanced Fund,
Option F: The Frank Russell Global Balanced Fund (previously the
Miller, Anderson & Sherrerd Balanced Fund until
March 1, 1998),
Option G: The Frank Russell Aggressive Balanced Fund,
Option H: The Frank Russell Global Equity Fund,
Option I: The Frank Russell Equity I Fund (previously the Janus Fund's
Equity Option until March 1, 1998),
Option J: The Frank Russell All International Markets Fund
(previously the Warburg, Pincus International Equity
Fund until March 1, 1998),
Option K: The Frank Russell Small Cap Fund (previously the Westcore
Midco Growth Fund Institutional until March 1, 1998),
Option L: 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 I)
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. The annual information return filed with the
Internal Revenue Service (Form 5500) requires amounts due to participants who
have withdrawn from the Plan to be stated as a liability and a distribution.
There were no such benefits payable at December 31, 1998 and 1997.
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.
8
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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 ("IRC") 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. The Plan has been amended since receiving the determination
letter. However, management believes that the Plan is designed and is
currently operated within the applicable requirements of the IRC.
5. Investments
The Plan's investments and cash are held by BancOklahoma Trust Company and
administered under a trust agreement with the Company. The Plan's investment
options are managed by Frank Russell Trust Company, which has full
discretionary authority for purchase and sale of investments not specifically
directed by participants within the approved Plan options; however, the
Retirement Plans Committee for the Plan retains the right to change the options
available to participants.
The following table presents the fair values of investments at
December 31, 1998 and 1997. Investments that represent 5% or more of the
Plan's net assets are separately identified.
<TABLE>
<CAPTION>
1998
------------------------
No. of
Shares/
Loans or
Principal Fair
Amount ($) Value
----------- -----------
<S> <C> <C>
Specifically Directed Investment Fund:
Others N/A $ 6,824,887
The Janus Fund's Equity Option - -
FRTC Equity I Fund 115,826 4,126,067
Pacific Investment Management Company
Total Return Fund - -
FRTC Fixed Income I Fund 52,407 877,497
American Performance Cash
Management Fund - -
Miller, Anderson & Sherrerd Balanced Fund - -
FRTC Global Balanced Fund 124,226 3,168,373
Westcore Midco Growth Fund Institutional
Equity Fund - -
FRTC Small Cap Fund 102,572 1,484,723
Warburg, Pincus International Equity Fund - -
FRTC All International Markets Fund 42,469 786,953
Federated Capital Preservation Fund - -
FRTC Investment Contract Fund 52,291 1,093,773
FRTC Balanced Income Fund 1,464 18,281
FRTC Domestic Conservative Balanced Fund 4,126 78,988
FRTC Aggressive Balanced Fund 19,213 288,055
FRTC Global Equity Fund 5,391 154,565
Company Stock Fund 137,647 765,730
Participant Loan Fund 115 530,552
-----------
$20,198,444
===========
</TABLE>
<TABLE>
<CAPTION>
1997
------------------------
No. of
Shares/
Loans or
Principal Fair
Amount ($) 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
FRTC Equity I Fund - -
Pacific Investment Management Company
Total Return Fund 54,983 582,817
FRTC Fixed Income I Fund - -
American Performance Cash
Management Fund 682,104 682,104
Miller, Anderson & Sherrerd Balanced Fund 242,970 3,224,215
FRTC Global Balanced Fund - -
Westcore Midco Growth Fund Institutional
Equity Fund 80,755 1,587,644
FRTC Small Cap Fund - -
Warburg, Pincus International Equity Fund 48,466 824,400
FRTC All International Markets Fund - -
Federated Capital Preservation Fund 17,356 173,557
FRTC Investment Contract Fund - -
FRTC Balanced Income Fund - -
FRTC Domestic Conservative Balanced Fund - -
FRTC Aggressive Balanced Fund - -
FRTC Global Equity Fund - -
Company Stock Fund 32,796 528,572
Participant Loan Fund 112 588,603
-----------
$18,046,964
===========
</TABLE>
9
<PAGE>
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
5. Investments (Continued)
The following schedule presents the net appreciation (depreciation) in fair
value for each investment option for the years ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Specifically Directed Investment Fund $ 495,320 $ 430,997
The Janus Fund's Equity Option - 288,174
FRTC Equity I Fund 870,650 -
Pacific Investment Management Company
Total Return Fund - 8,529
FRTC Fixed Income I Fund 71,132 -
American Performance Cash Management Fund - -
Miller, Anderson & Sherrerd Balanced Fund - (44,220)
FRTC Global Balanced Fund 479,344 -
Westcore Midco Growth Fund Institutional
Equity Fund - (710,557)
FRTC Small Cap Fund 95,878 -
Warburg, Pincus International Equity Fund - (349,858)
FRTC All International Markets Fund 69,308 -
Federated Capital Preservation Fund - (12)
FRTC Investment Contract Fund 50,590 -
FRTC Balanced Income Fund 950 -
FRTC Domestic Conservative Balanced Fund 7,256 -
FRTC Aggressive Balanced Fund 20,405 -
FRTC Global Equity Fund 9,721 -
Company Stock Fund (831,761) 33,105
---------- ----------
$1,338,793 $ (343,842)
========== ==========
</TABLE>
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,
1998:
<TABLE>
<CAPTION>
Option
----------------------------------
A B C
---------- ---------- ----------
1998
- ----
<S> <C> <C> <C>
Investments, at fair value:
Specifically Directed Investment Fund $6,824,887 $ - $ -
FRTC Investment Contract Fund - 1,093,773 -
FRTC Fixed Income I Fund - - 877,497
FRTC Balanced Income Fund - - -
FRTC Domestic Conservative Balanced Fund - - -
FRTC Global Balanced Fund - - -
FRTC Aggressive Balanced Fund - - -
FRTC Global Equity Fund - - -
FRTC Equity I Fund - - -
FRTC All International Markets Fund - - -
FRTC Small Cap Fund - - -
Company Stock Fund - - -
Participant Loan Fund - - -
---------- ---------- ----------
Total Investments $6,824,887 $1,093,773 $ 877,497
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Option
----------------------------------
D E F
---------- ---------- ----------
1998
- ----
<S> <C> <C> <C>
Investments, at fair value:
Specifically Directed Investment Fund $ - $ - $ -
FRTC Investment Contract Fund - - -
FRTC Fixed Income I Fund - - -
FRTC Balanced Income Fund 18,281 - -
FRTC Domestic Conservative Balanced Fund - 78,988 -
FRTC Global Balanced Fund - - 3,168,373
FRTC Aggressive Balanced Fund - - -
FRTC Global Equity Fund - - -
FRTC Equity I Fund - - -
FRTC All International Markets Fund - - -
FRTC Small Cap Fund - - -
Company Stock Fund - - -
Participant Loan Fund - - -
---------- ---------- ----------
Total Investments $ 18,281 $ 78,988 $3,168,373
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Option
----------------------------------
G H I
---------- ---------- ----------
1998
- ----
<S> <C> <C> <C>
Investments, at fair value:
Specifically Directed Investment Fund $ - $ - $ -
FRTC Investment Contract Fund - - -
FRTC Fixed Income I Fund - - -
FRTC Balanced Income Fund - - -
FRTC Domestic Conservative Balanced Fund - - -
FRTC Global Balanced Fund - - -
FRTC Aggressive Balanced Fund 288,055 - -
FRTC Global Equity Fund - 154,565 -
FRTC Equity I Fund - - 4,126,067
FRTC All International Markets Fund - - -
FRTC Small Cap Fund - - -
Company Stock Fund - - -
Participant Loan Fund - - -
---------- ---------- ----------
Total Investments $ 288,055 $ 154,565 $4,126,067
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Option
----------------------------------
J K L
---------- ---------- ----------
1998
- ----
<S> <C> <C> <C>
Investments, at fair value:
Specifically Directed Investment Fund $ - $ - $ -
FRTC Investment Contract Fund - - -
FRTC Fixed Income I Fund - - -
FRTC Balanced Income Fund - - -
FRTC Domestic Conservative Balanced Fund - - -
FRTC Global Balanced Fund - - -
FRTC Aggressive Balanced Fund - - -
FRTC Global Equity Fund - - -
FRTC Equity I Fund - - -
FRTC All International Markets Fund 786,953 - -
FRTC Small Cap Fund - 1,484,723 -
Company Stock Fund - - 765,730
Participant Loan Fund - - -
---------- ---------- ----------
Total Investments $ 786,953 $1,484,723 $ 765,730
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Loan
Fund Total
---------- -----------
1998
- ----
<S> <C> <C>
Investments, at fair value:
Specifically Directed Investment Fund $ - $ 6,824,887
FRTC Investment Contract Fund - 1,093,773
FRTC Fixed Income I Fund - 877,497
FRTC Balanced Income Fund - 18,281
FRTC Domestic Conservative Balanced Fund - 78,988
FRTC Global Balanced Fund - 3,168,373
FRTC Aggressive Balanced Fund - 288,055
FRTC Global Equity Fund - 154,565
FRTC Equity I Fund - 4,126,067
FRTC All International Markets Fund - 786,953
FRTC Small Cap Fund - 1,484,723
Company Stock Fund - 765,730
Participant Loan Fund 530,552 530,552
---------- -----------
Total Investments $ 530,552 $20,198,444
========== ===========
</TABLE>
11
<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 $ - $ -
American Performance Cash
Management Fund - 682,104 -
Federated Capital Preservation Fund - 173,557 -
Pacific Investment Management Company
Total Return Fund - - 582,817
Miller, Anderson & Sherrerd
Balanced Fund - - -
The Janus Fund's Equity Option - - -
Warburg, Pincus International
Equity Fund - - -
Westcore Midco Growth Fund
Institutional - - -
Company Stock Fund - - -
Participant Loan Fund - - -
---------- ---------- ----------
Total Investments $7,109,564 $ 855,661 $ 582,817
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Option
----------------------------------
D E F
---------- ---------- ----------
1997
- ----
<S> <C> <C> <C>
Investments, at fair value:
Specifically Directed Investment Fund $ - $ - $ -
American Performance Cash
Management Fund - - -
Federated Capital Preservation Fund - - -
Pacific Investment Management Company
Total Return Fund - - -
Miller, Anderson & Sherrerd
Balanced Fund - - 3,224,215
The Janus Fund's Equity Option - - -
Warburg, Pincus International
Equity Fund - - -
Westcore Midco Growth Fund
Institutional - - -
Company Stock Fund - - -
Participant Loan Fund - - -
---------- ---------- ----------
Total Investments $ - $ - $3,224,215
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Option
----------------------------------
G H I
---------- ---------- ----------
1997
- ----
<S> <C> <C> <C>
Investments, at fair value:
Specifically Directed Investment Fund $ - $ - $ -
American Performance Cash
Management Fund - - -
Federated Capital Preservation Fund - - -
Pacific Investment Management Company
Total Return Fund - - -
Miller, Anderson & Sherrerd
Balanced Fund - - -
The Janus Fund's Equity Option - - 2,745,488
Warburg, Pincus International
Equity Fund - - -
Westcore Midco Growth Fund
Institutional - - -
Company Stock Fund - - -
Participant Loan Fund - - -
---------- ---------- ----------
Total Investments $ - $ - $2,745,488
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Option
----------------------------------
J K L
---------- ---------- ----------
1997
- ----
<S> <C> <C> <C>
Investments, at fair value:
Specifically Directed Investment Fund $ - $ - $ -
American Performance Cash
Management Fund - - -
Federated Capital Preservation Fund - - -
Pacific Investment Management Company
Total Return Fund - - -
Miller, Anderson & Sherrerd
Balanced Fund - - -
The Janus Fund's Equity Option - - -
Warburg, Pincus International
Equity Fund 824,400 - -
Westcore Midco Growth Fund
Institutional - 1,587,644 -
Company Stock Fund - - 528,572
Participant Loan Fund - - -
---------- ---------- ----------
Total Investments $ 824,400 $1,587,644 $ 528,572
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Loan
Fund Total
---------- -----------
1997
- ----
<S> <C> <C>
Investments, at fair value:
Specifically Directed Investment Fund $ - $ 7,109,564
American Performance Cash Management Fund - 682,104
Federated Capital Preservation Fund - 173,557
Pacific Investment Management Company
Total Return Fund - 582,817
Miller, Anderson & Sherrerd Balanced Fund - 3,224,215
The Janus Fund's Equity Option - 2,745,488
Warburg, Pincus International Equity Fund - 824,400
Westcore Midco Growth Fund Institutional - 1,587,644
Company Stock Fund - 528,572
Participant Loan Fund 588,603 588,603
---------- -----------
Total Investments $ 588,603 $18,046,964
========== ===========
</TABLE>
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,
1998. 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
at December 31, 1997 $7,132,150 $ 879,114 $ 582,817
Investment income:
Net appreciation (depreciation)
in fair value of investments 495,320 50,590 71,132
Dividends 151,513 5,021 -
Interest 34,810 6,752 5,582
Employer contributions 13,775 33,564 16,648
Participant contributions 118,985 88,283 50,669
Benefits paid to participants (945,988) (203,412) (5,818)
Loans to participants (2,339) (49,346) (3,406)
Reinvestment of loan payments 21,826 14,443 8,469
Forfeitures - (1,930) (1,297)
Trustee and other fees (8,584) (5,770) (4,828)
Transfers (179,346) 363,565 157,529
Transfers of assets from another plan - - -
---------- ---------- ----------
Net assets available for plan benefits
at December 31, 1998 $6,832,122 $1,180,874 $ 877,497
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Option
----------------------------------
D E F
---------- ---------- ----------
<S> <C> <C> <c)
Net assets available for plan benefits
at December 31, 1997 $ - $ - $3,224,215
Investment income:
Net appreciation (depreciation)
in fair value of investments 950 7,256 479,344
Dividends - - -
Interest - - -
Employer contributions 1,794 1,964 93,424
Participant contributions 2,937 6,369 265,818
Benefits paid to participants (2,603) (1,351) (445,704)
Loans to participants - - (80,044)
Reinvestment of loan payments 3,658 730 83,866
Forfeitures (67) - (8,231)
Trustee and other fees (116) (447) (18,672)
Transfers 11,728 64,467 (425,643)
Transfers of assets from another plan - - -
---------- ---------- ----------
Net assets available for plan benefits
at December 31, 1998 $ 18,281 $ 78,988 $3,168,373
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Option
----------------------------------
G H I
---------- ---------- ----------
<S> <C> <C> <c)
Net assets available for plan benefits
at December 31, 1997 $ - $ - $2,745,488
Investment income:
Net appreciation (depreciation)
in fair value of investments 20,405 9,721 870,650
Dividends - - 548,149
Interest - - -
Employer contributions 12,839 7,158 145,516
Participant contributions 81,399 27,354 482,812
Benefits paid to participants (25,510) (30) (325,862)
Loans to participants (171) (2,145) (68,433)
Reinvestment of loan payments 4,571 6,334 88,290
Forfeitures (5,759) (30) (14,088)
Trustee and other fees (1,491) (737) (24,030)
Transfers 201,772 106,940 (322,425)
Transfers of assets from another plan - - -
---------- ---------- ----------
Net assets available for plan benefits
at December 31, 1998 $ 288,055 $ 154,565 $4,126,067
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Option
----------------------------------
J K L
---------- ---------- ----------
<S> <C> <C> <c)
Net assets available for plan benefits
at December 31, 1997 $ 824,400 $1,587,644 $ 528,572
Investment income:
Net appreciation (depreciation)
in fair value of investments 69,308 95,878 (831,761)
Dividends - 12 -
Interest - - -
Employer contributions 34,635 63,866 356,138
Participant contributions 157,887 228,362 111,106
Benefits paid to participants (40,479) (133,728) (18,206)
Loans to participants (11,588) (46,464) (21,003)
Reinvestment of loan payments 35,497 53,988 17,867
Forfeitures (3,476) (13,128) (15,546)
Trustee and other fees (4,564) (9,224) -
Transfers (274,667) (342,483) 638,563
Transfers of assets from another plan - - -
---------- ---------- ----------
Net assets available for plan benefits
at December 31, 1998 $ 786,953 $1,484,723 $ 765,730
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Loan
Fund Total
---------- -----------
<S> <C> <C>
Net assets available for plan benefits
at December 31, 1997 $ 588,603 $18,093,003
Investment income:
Net appreciation (depreciation)
in fair value of investments - 1,338,793
Dividends - 704,695
Interest 49,706 96,850
Employer contributions - 781,321
Participant contributions - 1,621,981
Benefits paid to participants (53,157) (2,201,848)
Loans to participants 284,939 -
Reinvestment of loan payments (339,539) -
Forfeitures - (63,552)
Trustee and other fees - (78,463)
Transfers - -
Transfers of assets from another plan - -
---------- -----------
Net assets available for plan benefits
at December 31, 1998 $ 530,552 $20,292,780
========== ===========
</TABLE>
13
<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
at December 31, 1996 $6,051,642 $ 115,837 $ 327,384
Investment income:
Net appreciation (depreciation)
in fair value of investments 430,997 (12) 8,529
Dividends 310,023 5,761 -
Interest 58,515 37,256 43,241
Employer contributions 45,948 33,219 14,180
Participant contributions 352,827 135,472 34,728
Benefits paid to participants (8,475) - (2,571)
Loans to participants (67,000) (138,039) (3,748)
Reinvestment of loan payments 17,744 23,245 6,207
Forfeitures - (2,654) -
Trustee and other fees (1,290) - -
Transfers (58,781) 184,258 (32,581)
Transfers of assets from another plan - 484,771 187,448
---------- ---------- ----------
Net assets available for plan benefits
at December 31, 1997 $7,132,150 $ 879,114 $ 582,817
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Option
----------------------------------
D E F
---------- ---------- ----------
<S> <C> <C> <C>
Net assets available for plan benefits
at December 31, 1996 $ - $ - $ 841,088
Investment income:
Net appreciation (depreciation)
in fair value of investments - - (44,220)
Dividends - - 503,062
Interest - - -
Employer contributions - - 116,162
Participant contributions - - 335,776
Benefits paid to participants - - (76,338)
Loans to participants - - (90,685)
Reinvestment of loan payments - - 80,726
Forfeitures - - (960)
Trustee and other fees - - 230
Transfers - - (111,934)
Transfers of assets from another plan - - 1,671,308
---------- ---------- ----------
Net assets available for plan benefits
at December 31, 1997 $ - $ - $3,224,215
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Option
----------------------------------
G H I
---------- ---------- ----------
<S> <C> <C> <C>
Net assets available for plan benefits
at December 31, 1996 $ - $ - $ 587,193
Investment income:
Net appreciation (depreciation)
in fair value of investments - - 288,174
Dividends - - 157,984
Interest - - -
Employer contributions - - 146,331
Participant contributions - - 399,346
Benefits paid to participants - - (8,982)
Loans to participants - - (64,481)
Reinvestment of loan payments - - 156,799
Forfeitures - - (2,075)
Trustee and other fees - - (4,129)
Transfers - - (366,570)
Transfers of assets from another plan - - 1,455,898
---------- ---------- ----------
Net assets available for plan benefits
at December 31, 1997 $ - $ - $2,745,488
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Option
----------------------------------
J K L
---------- ---------- ----------
<S> <C> <C> <C>
Net assets available for plan benefits
at December 31, 1996 $ 149,302 $ 407,743 $ -
Investment income:
Net appreciation (depreciation)
in fair value of investments (349,858) (710,557) 33,105
Dividends 366,385 139,931 -
Interest - - -
Employer contributions 45,748 88,742 198,864
Participant contributions 139,165 261,984 77,347
Benefits paid to participants (8,700) (10,922) -
Loans to participants (25,476) (44,901) (6,670)
Reinvestment of loan payments 36,849 55,381 18,797
Forfeitures (79) - (320)
Trustee and other fees 234 - -
Transfers (163,280) 341,439 207,449
Transfers of assets from another plan 634,110 1,058,804 -
---------- ---------- ----------
Net assets available for plan benefits
at December 31, 1997 $ 824,400 $1,587,644 $ 528,572
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Loan
Fund Total
---------- -----------
<S> <C> <C>
Net assets available for plan benefits
at 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
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)
Trustee and other fees - (4,955)
Transfers - -
Transfers of assets from another plan 331,066 5,823,405
---------- -----------
Net assets available for plan benefits
at December 31, 1997 $ 588,603 $18,093,003
========== ===========
</TABLE>
14
<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.
7. Year 2000 (unaudited)
The Plan could be adversely affected if the computer systems and
those of service providers used by the Plan or the Trustee do not
properly process and calculate date related information from and
after January 1, 2000. This is commonly known as the "Year 2000
Problem." The Company is taking steps that it believes are
reasonably designed to address the Year 2000 Problem with respect to
the computer systems that are used and to obtain satisfactory
assurances that comparable steps are being taken by each of the
Plan's other major service providers. At this time, however, there
can be no assurance that these steps will be sufficient to avoid any
material adverse effect on the Plan's activities and, accordingly,
its net assets available for benefits and changes therein.
15
<PAGE>
SCHEDULE 1
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998
<TABLE>
<CAPTION>
Identity of
Issuer, Borrower,
Party-in- Lessor, or Description of Current
interest (*) Similar Party Investment Cost Value
- ------------ ----------------- ------------------ ----------- -----------
<S> <C> <C> <C> <C>
Specifically Funds invested in
Directed various equity and
Investment interest-bearing
Fund securities at the
direction of
individual
participants $ 6,238,144 $ 6,824,887
Frank Russell Equity mutual fund
Trust Company invested in
Equity I Fund common stocks 3,643,769 4,126,067
Frank Russell Fixed income
Trust Company mutual fund
Fixed Income I invested in U.S.
Fund government bond,
U.S. government
agency, corporate,
and mortgage-
related bonds 832,000 877,497
Frank Russell Pooled fund
Trust Company invested in other
Global various equity and
Balanced Fund interest-bearing
pooled funds 2,899,589 3,168,373
Frank Russell Aggressive equity
Trust Company fund invested
Small Cap Fund in common stocks 1,465,126 1,484,723
Frank Russell Mutual fund
Trust Company invested in
All International international
Markets Funds equity investments 822,983 786,953
Frank Russell Mutual fund
Trust Company invested in
Investment guaranteed
Contract Fund investment
contracts 1,057,932 1,093,773
Frank Russell Mutual fund
Trust Company invested in U.S.
Balanced common stocks
Income Fund and bonds 17,319 18,281
Frank Russell Mutual fund
Trust Company invested in U.S.
Domestic common stocks
Conservative and bonds
Balanced Fund 72,044 78,988
Frank Russell Aggressive equity
Trust Company fund invested in
Aggressive U.S. and non-U.S.
Balanced Fund common stocks 268,648 288,055
Frank Russell Mutual fund
Trust Company invested in U.S.
Global Equity and non-U.S.
Fund common stocks 144,497 154,565
* Company Stock Unitized fund in
Fund Willbros Group,
Inc. common stock 1,599,004 765,730
* Participant Loans extended to
Loan Fund participants
maturing in less
than 5 years with
interest rates
ranging from 6%
to 9% 530,552 530,552
----------- -----------
$19,591,607 $20,198,144
=========== ===========
16
<PAGE>
SCHEDULE 2
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 1998
</TABLE>
<TABLE>
<CAPTION>
Identity
of
Party Purchase Selling
Involved (1) Description of Asset Price Price
- ------------ -------------------- ---------- ----------
<S> <C> <C> <C>
The Janus Fund's Equity Option $1,027,911 $ -
The Janus Fund's Equity Option - 3,624,359
The Janus Fund's Equity Option - 4,530,125
Frank Russell Trust Company
Equity I Fund 3,624,359 -
Frank Russell Trust Company
Equity I Fund 5,024,695 -
Frank Russell Trust Company
Equity I Fund - 1,169,513
Frank Russell Trust Company
Fixed Income I Fund 1,143,353 -
Frank Russell Trust Company
Fixed Income I Fund - 219,259
American Performance Cash
Management Fund 4,490,111 -
American Performance Cash
Management Fund - 4,830,830
Miller, Anderson & Sherrerd
Balanced Fund 326,270 -
Miller, Anderson & Sherrerd
Balanced Fund - 3,285,037
Miller, Anderson & Sherrerd
Balanced Fund - 4,140,142
Frank Russell Trust Company
Global Balanced Fund 3,285,037 -
Frank Russell Trust Company
Global Balanced Fund 4,067,569 -
Frank Russell Trust Company
Global Balanced Fund - 1,039,455
Westcore Midco Growth Fund
Institutional Equity Fund 58,781 -
Westcore Midco Growth Fund
Institutional Equity Fund - 1,596,594
Westcore Midco Growth Fund
Institutional Equity Fund - 1,843,092
Frank Russell Trust Company
Small Cap Fund 1,596,594 -
Frank Russell Trust Company
Small Cap Fund 2,088,615 -
Frank Russell Trust Company
Small Cap Fund - 601,968
Warburg, Pincus International
Equity Fund 44,737 -
Warburg, Pincus International
Equity Fund - 1,231,150
Frank Russell Trust Company
All International
Markets Fund 1,028,069 -
Frank Russell Trust Company
All International
Markets Fund - 251,300
Frank Russell Trust Company
Investment Contract Fund 1,158,600 -
Frank Russell Trust Company
Investment Contract Fund 1,960,741 -
Frank Russell Trust Company
Investment Contract Fund - 817,373
Willbros Common Stock Fund 2,163,586 -
Willbros Common Stock Fund - 159,669
(1) All transactions involved BancOklahoma Trust Company, the trustee.
</TABLE>
<TABLE>
<CAPTION>
Identity Expense
of Incurred
Party Lease With
Involved (1) Description of Asset Rental Transaction
- ------------ -------------------- ---------- -----------
<S> <C> <C> <C>
The Janus Fund's Equity Option $ - $ -
The Janus Fund's Equity Option - -
The Janus Fund's Equity Option - -
Frank Russell Trust Company
Equity I Fund - -
Frank Russell Trust Company
Equity I Fund - -
Frank Russell Trust Company
Equity I Fund - -
Frank Russell Trust Company
Fixed Income I Fund - -
Frank Russell Trust Company
Fixed Income I Fund - -
American Performance Cash
Management Fund - -
American Performance Cash
Management Fund - -
Miller, Anderson & Sherrerd
Balanced Fund - -
Miller, Anderson & Sherrerd
Balanced Fund - -
Miller, Anderson & Sherrerd
Balanced Fund - -
Frank Russell Trust Company
Global Balanced Fund - -
Frank Russell Trust Company
Global Balanced Fund - -
Frank Russell Trust Company
Global Balanced Fund - -
Westcore Midco Growth Fund
Institutional Equity Fund - -
Westcore Midco Growth Fund
Institutional Equity Fund - -
Westcore Midco Growth Fund
Institutional Equity Fund - -
Frank Russell Trust Company
Small Cap Fund - -
Frank Russell Trust Company
Small Cap Fund - -
Frank Russell Trust Company
Small Cap Fund - -
Warburg, Pincus International
Equity Fund - -
Warburg, Pincus International
Equity Fund - -
Frank Russell Trust Company
All International
Markets Fund - -
Frank Russell Trust Company
All International
Markets Fund - -
Frank Russell Trust Company
Investment Contract Fund - -
Frank Russell Trust Company
Investment Contract Fund - -
Frank Russell Trust Company
Investment Contract Fund - -
Willbros Common Stock Fund - -
Willbros Common Stock Fund - -
(1) All transactions involved BancOklahoma Trust Company, the trustee.
</TABLE>
<TABLE>
<CAPTION>
Identify Current
of Value of
Party Asset on Net
Involved Cost of Transaction Gain or
(1) Description of Asset Asset Date (Loss)
- -------- -------------------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
The Janus Fund's Equity Option $ 1,027,911 $ 1,027,911 $ -
The Janus Fund's Equity Option 3,196,017 3,624,359 428,342
The Janus Fund's Equity Option 4,031,578 4,530,125 498,547
Frank Russell Trust Company
Equity I Fund 3,624,359 3,624,359 -
Frank Russell Trust Company
Equity I Fund 5,024,695 5,024,695 -
Frank Russell Trust Company
Equity I Fund 1,151,561 1,169,513 17,952
Frank Russell Trust Company
Fixed Income I Fund 1,143,353 1,143,353 -
Frank Russell Trust Company
Fixed Income I Fund 213,173 219,259 6,086
American Performance Cash
Management Fund 4,490,111 4,490,111 -
American Performance Cash
Management Fund 4,830,830 4,830,830 -
Miller, Anderson & Sherrerd
Balanced Fund 326,270 326,270 -
Miller, Anderson & Sherrerd
Balanced Fund 3,027,469 3,285,037 257,568
Miller, Anderson & Sherrerd
Balanced Fund 3,829,562 4,140,142 310,580
Frank Russell Trust Company
Global Balanced Fund 3,285,037 3,285,037 -
Frank Russell Trust Company
Global Balanced Fund 4,067,569 4,067,569 -
Frank Russell Trust Company
Global Balanced Fund 1,018,168 1,039,455 21,287
Westcore Midco Growth Fund
Institutional Equity Fund 58,781 58,781 -
Westcore Midco Growth Fund
Institutional Equity Fund 1,456,349 1,596,594 140,245
Westcore Midco Growth Fund
Institutional Equity Fund 1,686,672 1,843,092 156,420
Frank Russell Trust Company
Small Cap Fund 1,596,594 1,596,594 -
Frank Russell Trust Company
Small Cap Fund 2,088,615 2,088,615 -
Frank Russell Trust Company
Small Cap Fund 623,489 601,968 (21,521)
Warburg, Pincus International
Equity Fund 44,737 44,737 -
Warburg, Pincus International
Equity Fund 1,306,234 1,231,150 (75,084)
Frank Russell Trust Company
All International
Markets Fund 1,028,069 1,028,069 -
Frank Russell Trust Company
All International
Markets Fund 273,239 251,300 (21,939)
Frank Russell Trust Company
Investment Contract Fund 1,158,600 1,158,600 -
Frank Russell Trust Company
Investment Contract Fund 1,960,741 1,960,741 -
Frank Russell Trust Company
Investment Contract Fund 802,809 817,373 14,564
Willbros Common Stock Fund 2,163,586 2,163,586 -
Willbros Common Stock Fund 190,167 159,669 (30,498)
(1) All transactions involved BancOklahoma Trust Company, the trustee.
</TABLE>
17
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER EXHIBIT
------- -------
23 Independent Auditors' Consent
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Willbros Group, Inc.:
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 11, 1999, relating to the statements of net
assets available for plan benefits of Willbros Employees' 401(k)
Investment Plan as of December 31, 1998 and 1997, 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, 1998
annual report on Form 11-K of Willbros Employees' 401(k) Investment
Plan.
KPMG LLP
Panama City, Panama
June 29, 1999
