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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:
Preliminary Proxy Statement
- ---
Confidential, for Use of the Commission Only (as permitted
- --- by Rule 14a-6(e)(2))
X Definitive Proxy Statement
- ---
Definitive Additional Materials
- ---
Soliciting Material Pursuant to section 240.14a-11(c) or
- --- section 240.14a-12
WILLBROS GROUP, INC.
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(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)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(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):
-------------------------------------------------------
(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:
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(4) Date Filed:
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[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 6, 1999
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 Thursday,
May 6, 1999, at 9:00 a.m., local time, for the following
purposes:
1. To elect two directors of the Company to Class III
for three-year terms;
2. To consider and act upon a proposal to approve the
Willbros Group, Inc. 1996 Stock Plan and the amendment
thereto described in the accompanying proxy statement;
3. To consider and act upon a proposal to ratify the
appointment of KPMG as the independent auditors of the
Company for 1999; 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 29, 1999, 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, 1999
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>
[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 6, 1999
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 6, 1999, 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, 1999, to stockholders of
record on March 29, 1999.
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 approval of the Willbros Group, Inc. 1996 Stock Plan and
the amendment described herein, 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 29,
1999 (the "Record Date"), will be entitled to vote at the Annual
Meeting. As of the Record Date, there were issued and
outstanding 12,911,548 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
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
other proposals.
<PAGE>
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 III directors will expire at the
Annual Meeting. The terms of the current Class I directors and
the current Class II directors will expire at the annual meetings
of stockholders to be held in 2000 and 2001, respectively.
In accordance with the recommendation of the Nominating
Committee, the Board of Directors has nominated Larry J. Bump and
Guy E. Waldvogel for election as Class III directors.
Messrs. Bump and Waldvogel, who currently serve as Class III
directors and whose terms expire at the Annual Meeting, are
standing for re-election as Class III directors for terms
expiring at the annual meeting of stockholders in 2002. One
Board position in Class III is currently vacant. The Charter
provides that any Board vacancies may be filled by the
affirmative vote of a majority of the remaining directors. The
Nominating Committee and the Board of Directors have not yet
identified anyone to fill the vacancy. Accordingly, the
accompanying proxy solicits your vote for only two 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. Bump and Waldvogel. 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 III
(Term Expires May 2002)
Larry J. Bump, age 59, 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
35 years of international experience in pipeline construction and
contracting industries, all of which were in management
positions.
Guy E. Waldvogel, age 62, has been a Director of Willbros
since 1990. He has been a director and Chief Financial Officer
of Heerema Holding Construction, Inc., a major marine
engineering, fabrication and installation contractor in Geneva,
Switzerland, for more than five years. 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 Bank Julius Baer (a Swiss public
company).
One Board position in Class III is currently vacant.
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Directors Continuing in Office
Class I
(Term Expires May 2000)
Melvin F. Spreitzer, age 60, 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 23 years of corporate finance
experience and is responsible for all aspects of financial
management of the Company.
Peter A. Leidel, age 42, has been a Director of the Company
since 1992. He is a founder and has been a senior manager of
Yorktown Partners LLC, which manages certain investment
partnerships, since September 1997. From 1983 to 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.
James B. Taylor Jr., age 60, was elected to the Board of
Directors in February 1999. He is a founder and has been
Chairman of the Board of Solana Petroleum Corp., a Canadian-based
public oil and gas exploration and production company, since
1998. He retired in 1996 as Executive Vice President of
Worldwide Exploration and Project Development of Occidental Oil
and Gas Corp., an oil and gas exploration and production company,
where he was responsible for operations in 27 countries.
Mr. Taylor has over 35 years of experience in the international
energy business, including 28 years in various operational and
management capacities with Occidental Petroleum Corporation and
its operating subsidiaries.
Class II
(Term Expires May 2001)
Michael J. Pink, age 61, has been a Director of the Company
since October 1996. Since 1997 he has worked closely with
Sidanco, a major Russian integrated oil company, as an advisor
for operations. He also served as First Vice President of
Sidanco from August 1997 to March 1998. 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 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 80, 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.
Paul A. Huber, age 42, joined Willbros in September 1998 as
President and Chief Operating Officer. He was elected to the
Board of Directors in October 1998. Prior to joining Willbros,
Mr. Huber had served as President of the Americas for Kvaerner
Process, an engineering and construction services company serving
the energy industry, from June 1998 to September 1998. From 1991
to 1998, he was employed in various executive and operational
capacities by Kvaerner John Brown and its affiliates and
predecessors in London,
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Houston and Tulsa. From 1979 to 1991 he was employed in various
executive and operational capacities by Davy McKee and its
affiliates and predecessors in Tulsa and Houston.
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 1998, Messrs. Leidel and Waldvogel were each
granted an option to purchase 1,000 shares of Common Stock at an
exercise price of $11.75 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 $6.625 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 1998, the Board of Directors held four meetings.
Each director was present at 75% 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 1998. The Board of
Directors has a standing Executive Committee, Audit Committee,
Nominating Committee, Compensation Committee and Stock Plan
Committee.
During 1998, the Executive Committee was composed of
Messrs. Bump (Chairman), Spreitzer and Williams. In February
1999, Mr. Huber was also elected to the Executive Committee. 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 did not meet during 1998.
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 four meetings during 1998.
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<PAGE>
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 held two meetings during 1998.
During 1998, the Compensation Committee was composed of
Messrs. Waldvogel (Chairman), Spreitzer and Williams. In
February 1999, Mr. Taylor was also elected to the Compensation
Committee. 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 1998.
During 1998, the Stock Plan Committee was composed of
Messrs. Waldvogel (Chairman) and Williams, each of whom is a non-
employee director of the Company. In February 1999, Mr. Taylor,
who is also a non-employee director of the Company, was also
elected to the Stock Plan Committee. The Stock Plan Committee
administers the Willbros Group, Inc. 1996 Stock Plan. The Stock
Plan Committee held two meetings during 1998.
PROPOSAL TWO
APPROVAL OF THE WILLBROS GROUP, INC. 1996
STOCK PLAN AND AMENDMENT NUMBER 1 THERETO
General
Stockholder action at the Annual Meeting will be requested
with respect to the approval of the Willbros Group, Inc. 1996
Stock Plan and Amendment Number 1 (the "Amendment") to such plan
(as amended by the Amendment, the "1996 Stock Plan"). Approval
of the 1996 Stock Plan by the stockholders will allow the
employer of a participant in the 1996 Stock Plan, if it is a
subsidiary of the Company and a U.S. taxpayer ("U.S. subsidiary
employer"), to avoid the potential loss of tax deductions under
Section 162(m) of the U.S. Internal Revenue Code. Section 162(m)
limits the deduction which a U.S. subsidiary employer may take
for otherwise deductible compensation payable to certain
executive officers of the Company, unless such compensation is
performance-based, is approved by the Company's stockholders and
meets certain other
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<PAGE>
criteria. Accordingly, approval of this proposal will constitute
approval of the Amendment and approval of the 1996 Stock Plan by
the Company's stockholders for purposes of Section 162(m).
The purpose of the Amendment is to (a) increase the total
number of shares of Common Stock available for issuance under the
1996 Stock Plan from 1,125,000 shares to 2,125,000 shares and
(b) extend the date until which incentive stock options may be
granted under the 1996 Stock Plan to 10 years from the date on
which the Amendment is approved by the stockholders of the
Company (i.e., May 5, 2009). The Amendment does not extend the
date by which incentive stock options already granted under the
1996 Stock Plan must be exercised. As of March 1, 1999, there
were 30,000 remaining shares of Common Stock reserved for future
grants of awards under the 1996 Stock Plan. If the Amendment to
the 1996 Stock Plan is approved by the stockholders of the
Company, the total number of shares of Common Stock reserved for
future grants of awards under the 1996 Stock Plan would be
1,030,000 shares and represent approximately 8.0 percent of the
Company's total outstanding shares of Common Stock on March 1,
1999.
A copy of the Amendment is attached hereto as Exhibit A.
The Amendment, which was approved by the Board of Directors on
February 24, 1999, will not take effect unless approved by the
affirmative vote of the holders of a majority of the shares of
Common Stock present in person or represented by proxy at the
Annual Meeting and entitled to vote. The purpose of the 1996
Stock Plan is to strengthen the ability of the Company to attract
and retain well-qualified executive and managerial personnel and
to encourage stock ownership by such personnel in order to
increase their proprietary interest in the Company's success.
The Company relies heavily upon stock options to compensate its
executive and managerial personnel and desires to continue that
practice because it believes that stock options encourage and
reward effective management that results in long-term corporate
financial success, as measured by stock price appreciation.
Summary of the 1996 Stock Plan
General. In 1996, the Board of Directors adopted, and the
stockholders of the Company approved, the Willbros Group, Inc.
1996 Stock Plan. The 1996 Stock Plan provides for awards to key
employees of the Company, including officers and directors who
are also employees of the Company. The 1996 Stock Plan provides
that during any calendar year, no participant may be granted
awards with respect to more than 150,000 shares, subject to
certain adjustments. The stock issuable under the 1996 Stock
Plan may be authorized and unissued shares or treasury shares.
If any shares subject to any award are forfeited or payment is
made in a form other than shares or the award otherwise
terminates without payment being made, the shares subject to such
awards will again be available for issuance under the 1996 Stock
Plan. In addition, the number of shares deemed to be issued
under the 1996 Stock Plan upon exercise of a stock option will be
reduced by the number of shares surrendered in payment of the
exercise or purchase price of such stock option.
The 1996 Stock Plan is administered by the Stock Plan
Committee of the Board of Directors (the "Committee"). The
members of the Committee are not eligible for awards under the
1996 Stock Plan. The Committee is authorized to determine plan
participants, the types and amount of awards to be granted and
the terms, conditions and provisions of awards, prescribe forms
of award agreements, interpret the 1996 Stock Plan, establish,
amend and rescind rules and regulations relating to the 1996
Stock Plan and make all other determinations which may be
necessary or advisable for the administration of the 1996 Stock
Plan. Although a determination has not been made as to the
number of employees currently eligible for consideration as
participants in the 1996 Stock Plan, there are 62 individuals who
currently hold awards under the 1996 Stock Plan.
Summary of Awards. The 1996 Stock Plan permits the granting
of any or all of the following types of awards: (a) stock
options, (b) stock appreciation rights ("SARs"), and
(c) restricted stock. Generally, awards under the 1996 Stock
Plan are granted for no consideration other than prior and future
services. Awards granted under the 1996 Stock Plan may, in the
discretion of the Committee, be granted alone or in
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addition to, in tandem with or in substitution for any other
award under the 1996 Stock Plan or other plan of the Company.
Such grants could include grants of options after a decline in
the market price of the Company's Common Stock in substitution
for previously granted options having a higher exercise price.
The Company has never "repriced" options previously granted.
However, no assurance can be given that the Company will never
"reprice" options.
Stock options granted pursuant to the 1996 Stock Plan may,
at the discretion of the Committee, be either incentive stock
options ("ISOs"), within the meaning of Section 422 of the U.S.
Internal Revenue Code, or non-qualified stock options. The
exercise price of an ISO may not be less than the fair market
value of the Common Stock on the date of grant (or 110 percent of
such fair market value in the case of ISOs granted to employees
who possess more than 10 percent of the combined voting power of
all classes of stock of the Company (a "10% employee")). In the
case of non-qualified stock options, the exercise price shall be
as determined by the Committee in its sole discretion, except
that it shall not be less than 85 percent of the fair market
value of the Common Stock on the date of grant. Options granted
pursuant to the 1996 Stock Plan are exercisable in whole or in
part at such time or times as determined by the Committee, except
that ISOs may not be exercised after the expiration of ten years
from the date granted (5 years in the case of a 10% employee).
Generally, options may be exercised by the payment of cash,
promissory notes, stock or a combination thereof.
Any SARs granted under the 1996 Stock Plan will give the
holder the right to receive cash or stock in an amount equal to
the difference between the fair market value of a share of Common
Stock on the date of exercise and the grant price. The grant
price of an SAR is determined by the Committee but may not be
less than the fair market value of a share of Common Stock on the
date of grant. Methods of exercise and settlement and other
terms of SARs are determined by the Committee.
The Committee may award restricted stock, generally
consisting of shares which may not be disposed of by participants
until certain restrictions established by the Committee lapse.
Such restrictions may lapse in whole or in installments as the
Committee determines. A participant receiving restricted stock
will have all of the rights of a stockholder of the Company,
including the right to vote the shares and the right to receive
any dividends, unless the Committee otherwise determines. Upon
termination of employment during the restriction period,
restricted stock will be forfeited, subject to such exceptions,
if any, as are authorized by the Committee.
Awards generally are not transferable other than by will or
the laws of descent and distribution; however, the Committee may
permit the transfer of awards (other than ISOs and SARs in tandem
therewith) for estate planning purposes. In the event of any
change affecting the shares of Common Stock by reason of any
stock dividend or split, recapitalization, merger, consolidation,
spin-off, combination or exchange of shares, or other corporate
change or any distributions to Common Stock holders, the
Committee may make such substitution or adjustment in the
aggregate number or kind of shares which may be distributed under
the 1996 Stock Plan and in the number, kind and exercise, grant
or purchase price of shares subject to the outstanding awards
granted under the 1996 Stock Plan, or make provisions for a cash
payment relating to any award, as it deems to be appropriate in
order to maintain the purpose of the original grant.
Amendment to and Termination of the 1996 Stock Plan. The
Board of Directors may amend, alter, suspend, discontinue or
terminate the 1996 Stock Plan without the consent of stockholders
or participants, except that stockholder approval of such action
will be sought if such approval is required by any federal or
state law or regulation, to the extent the action is required to
be approved by stockholders in connection with having any
outstanding awards comply with the requirements of Section 162(m)
of the U.S. Internal Revenue Code, or if the Board of Directors
in its discretion determines that obtaining such stockholder
approval is advisable. Unless earlier terminated by the Board of
Directors, the 1996 Stock Plan will terminate when no shares
remain reserved and available for issuance, and the Company has
no further obligation with respect to any award granted under the
1996 Stock Plan.
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The 1996 Stock Plan currently provides that no ISO may be
granted thereunder after April 15, 2006. The Amendment would, by
deleting this provision, extend the date until which ISOs may be
granted under the 1996 Stock Plan to 10 years from the date on
which the Amendment is approved by the stockholders of the
Company (i.e., May 5, 2009).
Change of Control. In the event of a Change of Control of
the Company, all outstanding awards under the 1996 Stock Plan,
regardless of any limitations or restrictions, become fully
exercisable and freed of all restrictions. For purposes of the
1996 Stock Plan, a Change of Control is deemed to have occurred:
(a) upon the acquisition by any person of 20 percent or more of
the Company's outstanding voting stock; (b) if individuals
constituting the Board, or those nominated by at least two-thirds
of such individuals or successors nominated by them, cease to
constitute a majority of the Board; (c) upon stockholder approval
of a merger, consolidation or similar transaction or consummation
of any such transaction if stockholder approval is not required;
(d) upon approval of a plan of liquidation or the sale or
disposition of substantially all of the Company's assets; or (e)
if the Board adopts a resolution to the effect that a Change of
Control has occurred.
U.S. Income Tax Consequences. The Company believes that
under present U.S. tax laws the following are the U.S. income tax
consequences generally arising with respect to awards granted
under the 1996 Stock Plan. The grant of an option or SAR, will
create no tax consequences for the participant or the Company.
The participant will have no taxable income upon exercising an
ISO (except that the alternative minimum tax may apply) and the
Company will receive no deduction at that time. Upon exercising
an option other than an ISO, a participant will recognize
ordinary income equal to the difference between the exercise
price and the fair market value of the stock acquired on the date
of exercise. Upon exercising an SAR, a participant will
recognize ordinary income equal to the cash or the fair market
value of the stock received on the date of exercise. In each
case, the U.S. subsidiary employer generally will be entitled to
a deduction for the amount recognized as ordinary income by the
participant. The treatment to a participant of a disposition of
shares acquired upon the exercise of an SAR or option depends on
how long the shares have been held and on whether such shares are
acquired by exercising an ISO or by exercising an option other
than an ISO. Generally, there will be no tax consequences to a
U.S. subsidiary employer in connection with a disposition of
shares acquired under an option except that the U.S. subsidiary
employer will be entitled to a deduction (and the employee will
recognize ordinary income) if shares acquired under an ISO are
disposed of before the applicable ISO holding periods have been
satisfied.
With respect to awards granted under the 1996 Stock Plan
involving stock that is restricted as to transferability and
subject to a substantial risk of forfeiture, a participant will
recognize ordinary income equal to the fair market value of the
shares received at the earlier of the time at which the shares
become transferable or not subject to a substantial risk of
forfeiture unless the participant elects to be taxed at the time
of the award notwithstanding the restrictions (to minimize the
tax payable in respect of the appreciation in the value of the
stock from the time it is awarded until the restrictions lapse).
The U.S. subsidiary employer, if any, generally will be entitled
to a deduction for the same amount.
The foregoing provides only a very general description of
the application of U.S. income tax laws to awards under the 1996
Stock Plan. The summary does not address the effects of foreign,
state and local tax laws. Because of the complexities of the tax
laws, participants under the 1996 Stock Plan are strongly urged
to consult a tax advisor regarding these matters.
Awards Granted. As of March 1, 1999, incentive and non-
qualified stock options for a total of 1,047,050 shares at an
average exercise price of $9.32 per share are outstanding under
the 1996 Stock Plan. All of these options expire at various
times during the years 2006 to 2008. As of such date, no other
awards have been granted under the 1996 Stock Plan. Since
inception of the 1996 Stock Plan, (a) options for a total of
47,950 shares have been exercised at an average exercise price of
$9.19 and (b) options for the following number of shares have
been granted under the 1996 Stock Plan to the named executive
officers of the Company and specified groups: Larry J. Bump
(Chairman and Chief Executive Officer), 185,000 shares; Paul
-8-
<PAGE>
A. Huber (President and Chief Operating Officer), 100,000 shares;
M. Kieth Phillips (President of Willbros International, Inc.),
133,000 shares; Melvin F. Spreitzer (Executive Vice President and
Chief Financial Officer), 133,000 shares; James R. Beasley
(President of Willbros Engineers, Inc.), 108,000 shares; all
current executive officers as a group, 659,000 shares; and all
employees, excluding executive officers, as a group, 436,000
shares. All current directors who are not employees of the
Company are not eligible to receive awards under the 1996 Stock
Plan. Future awards under the 1996 Stock Plan are not yet
determinable. The closing price for the Common Stock on the New
York Stock Exchange on March 1, 1999, was $5-1/8.
Vote Required
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" approval of this
proposal.
PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of
Directors has appointed KPMG as the independent auditors of the
Company for the fiscal year ending December 31, 1999. KPMG 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 as the Company's independent
auditors. If the stockholders do not ratify the appointment of
KPMG, 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 as the Company's independent auditors for 1999.
A representative of KPMG 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.
-9-
<PAGE>
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, 1999, by (a) each person who is known by the Company to
own beneficially more than 5% 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>
Royce & Associates, Inc. (2) 1,507,650 11.7%
Larry J. Bump (3) 1,178,526 (4) 9.0
Becker Capital Management, Inc. (5) 969,100 7.5
Wellington Management Company, LLP (6) 913,000 7.1
Putnam Investments, Inc. (7) 692,100 5.4
Paul A. Huber 50,000 (8) *
M. Kieth Phillips 398,550 (9) 3.1
Melvin F. Spreitzer 375,433 (10) 2.9
James R. Beasley 146,500 (11) 1.1
Peter A. Leidel 15,000 (12) *
John H. Williams 12,000 (13) *
Guy E. Waldvogel 11,000 (14) *
Michael J. Pink 7,000 (15) *
James B. Taylor, Jr. -- --
All executive officers and directors as a group
(10 people) (16) 2,194,009 16.3
- ------------
* Less than 1%.
</TABLE>
(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, 1999, 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) Information relating to the stockholder is as of December 31,
1998, and is based on the stockholder's Schedule 13G dated
February 8, 1999, which was filed on behalf of Royce &
Associates, Inc. ("Royce") and Charles M. Royce. Royce is a
registered investment adviser. Mr. Royce may be deemed to be
a controlling person of Royce, and as such may be deemed to
beneficially own the shares of Common Stock owned by Royce.
Mr. Royce does not own any shares of Common Stock outside of
Royce and disclaims beneficial ownership of the shares held
by Royce. Royce's address is 1414 Avenue of the Americas,
New York, New York 10019.
(3) The stockholder's address is 2431 East 61st Street,
Suite 600, Tulsa, Oklahoma 74136-1267.
(4) Includes (a) 420,000 shares held in a family limited
partnership in which Mr. Bump is the sole general partner,
(b) 130,000 shares subject to stock options which are
currently exercisable at an average exercise price of $9.55
per share, and (c) 40,936 shares held in the Willbros
Employees' 401(k) Investment Plan (the "401(k) Plan") for the
account of Mr. Bump.
(5) Information relating to the stockholder is as of December 31,
1998, and is based on the stockholder's Schedule 13G dated
February 11, 1999, which was filed by Becker Capital Management,
Inc. ("BCM").
-10-
<PAGE>
BCM is a registered investment adviser and may be deemed to
beneficially own the shares which are held of record by
clients of BCM. BCM has sole dispository and voting power
over the shares held by its clients. BCM disclaims
beneficial ownership of all such shares. The address of BCM
is 1211 Southwest Fifth Avenue, Suite 2185, Portland, Oregon
97204.
(6) Information relating to the stockholder is as of December 31,
1998, and is based on the stockholder's Schedule 13G dated
December 31, 1998, which was filed by Wellington Management
Company, LLP ("WMC"). WMC is a registered investment adviser
and may be deemed to beneficially own the shares which are
held of record by clients of WMC. WMC shares dispository
power over all 913,000 shares and shares the voting power
over 538,000 shares held by its clients. The address of WMC
is 75 State Street, Boston, Massachusetts 02109.
(7) Information relating to the stockholder is as of December 31,
1998, and is based on the stockholder's Schedule 13G dated
January 26, 1999, 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 shares beneficially owned
by PIM. PIM shares dispository power over the shares as
investment manager; however, the fund's trustee has the
voting power over the shares held in the fund. MMC and PI
disclaim beneficial ownership of the shares held by PIM 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.
(8) Represents 50,000 shares subject to stock options which are
currently exercisable at an exercise price of $6.63 per
share.
(9) Includes (a) 132,360 shares held in a family limited
partnership in which Mr. Phillips is the sole general
partner, (b) 133,000 shares subject to stock options which
are currently exercisable or exercisable within 60 days of
March 1, 1999, at an average exercise price of $9.60 per
share, and (c) 10,250 shares held in the 401(k) Plan and
allocated to the account of Mr. Phillips.
(10) 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) 91,500 shares subject to stock options
which are currently exercisable at an average exercise price
of $9.44 per share, and (d) 833 shares held in the 401(k)
Plan and allocated to the account of Mr. Spreitzer.
(11) Includes (a) 46,490 shares held in a trust, of which
Mr. Beasley's wife is trustee, and (b) 79,000 shares subject
to stock options which are currently exercisable at an
average exercise price of $9.89 per share.
(12) Includes (a) 11,000 shares subject to stock options
which are currently exercisable at an average exercise price
of $10.94 per share, and (b) 3,000 shares held by Mr. Leidel
as custodian for his son and daughters.
(13) Includes 7,000 shares subject to stock options which
are currently exercisable at an average exercise price of
$10.25 per share. Does not include 2,000 shares owned by
Mr. Williams' wife. Mr. Williams disclaims beneficial
ownership over such shares.
(14) Represents 11,000 shares subject to stock options which
are currently exercisable at an average exercise price of
$10.94 per share.
(15) Represents 7,000 shares subject to stock options which
are currently exercisable at an average exercise price of
$10.25 per share.
(16) For specific information regarding each of the
individuals, see footnotes (4) and (8) through (15) above.
-11-
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information with
respect to the compensation of the Company's Chief Executive
Officer, each of the Company's four other most highly compensated
executive officers, based on salary and bonus earned during
fiscal 1998, for services in all capacities to the Company and
its subsidiaries during each of the Company's last three fiscal
years.
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------
Other Annual
Name and Salary Bonus Compensation
Principal Position Year (S) (S)(1) ($)(2)
- -------------------------- ---- ------ ------ ------------
<S> <C> <C> <C> <C>
Larry J. Bump 1998 366,000 -0- -0-
Chairman and Chief 1997 350,500 64,908 77
Executive Officer 1996 337,000 -0- 149,013
Paul A. Huber 1998 83,333 -0- -0-
President and Chief
Operating Officer
M. Kieth Phillips(6) 1998 220,600 -0- -0-
President of 1997 211,100 106,159 46
Willbros International, Inc. 1996 203,000 -0- 37,951
Melvin F. Spreitzer 1998 217,500 -0- -0-
Executive Vice President 1997 208,000 104,609 41
and Chief Financial Officer 1996 200,000 -0- 37,896
James R. Beasley 1998 152,500 47,408 -0-
President of Willbros 1997 145,367 88,802 -0-
Engineers, Inc. 1996 140,000 -0- 13,631
- --------------
</TABLE>
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------
Awards
------
Securities
Restricted Underlying
Stock Options/
Name and Award(s) SARs
Principal Position Year (S) (#)(3)
- -------------------------- ---- ---------- -----------
<S> <C> <C> <C>
Larry J. Bump 1998 -0- 110,000
Chairman and Chief 1997 -0- -0-
Executive Officer 1996 -0- 158,010
Paul A. Huber 1998 -0- 100,000
President and Chief
Operating Officer
M. Kieth Phillips(6) 1998 -0- 83,000
President of 1997 -0- -0-
Willbros International, Inc. 1996 -0- 71,000
Melvin F. Spreitzer 1998 -0- 83,000
Executive Vice President 1997 -0- -0-
and Chief Financial Officer 1996 -0- 71,000
James R. Beasley 1998 -0- 58,000
President of Willbros 1997 -0- -0-
Engineers, Inc. 1996 -0- 59,000
- ------------------
</TABLE>
<TABLE>
<CAPTION>
Long-Term Compensation
------------------------
Payouts
---------
Long-Term
Incentive All Other
Name and Payouts Compensation
Principal Position Year ($) ($)
- -------------------------- ---- ------- ------------
<S> <C> <C> <C>
Larry J. Bump 1998 -0- 8,000(4)
Chairman and Chief 1997 -0- 6,400
Executive Officer 1996 -0- 7,632
Paul A. Huber 1998 -0- 111,463(5)
President and Chief
Operating Officer
M. Kieth Phillips(6) 1998 -0- 9,900(4)
President of 1997 -0- 9,900
Willbros International, Inc. 1996 -0- 10,480
Melvin F. Spreitzer 1998 -0- 11,500(4)
Executive Vice President 1997 -0- 9,900
and Chief Financial Officer 1996 -0- 10,373
James R. Beasley 1998 -0- 13,334(4)
President of Willbros 1997 -0- 9,900
Engineers, Inc. 1996 -0- 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%
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% 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) 401(k)
Plan in the amount of $8,000 each for Messrs. Bump and
Spreitzer and $6,400 each for Messrs. Phillips and Beasley,
and (ii) Executive Life Plan in the amount of $3,500 each for
Messrs. Phillips and Spreitzer and $6,934 for Mr. Beasley.
(5) Consists of reimbursement of moving expenses of $46,463 and
cash payments totaling $65,000 for relocation of Mr. Huber.
One-half of the cash amount for relocation was paid in 1998
and the remaining portion was paid in 1999.
-12-
<PAGE>
(6) Mr. Phillips retired from the Company effective March 31,
1999. See "Employment Agreements, Termination of Employment
and Change in Control Arrangements."
Option/SAR Grants In Last Fiscal Year
The following table sets forth certain information with
respect to options granted to the named executive officers of the
Company during fiscal 1998. The Company has never granted any
stock appreciation rights.
<TABLE>
<CAPTION>
Individual Grants
-------------------------
Number of % of Total
Securities Options/
Underlying SARs
Options/ Granted to
SARs Employees
Granted in Fiscal
Name (#)(1) Year
- ----------------------- ------------ ----------
<S> <C> <C>
Larry J. Bump 50,000(2)(4) 7.68
60,000(3)(5) 9.22
Paul A. Huber 60,000(3) 9.22
40,000(3)(5) 6.14
M. Kieth Phillips 33,000(2)(4) 5.07
50,000(3)(5) 7.68
Melvin F. Spreitzer 33,000(2)(4) 5.07
50,000(3)(5) 7.68
James R. Beasley 33,000(2)(4) 5.07
25,000(3)(5) 3.84
</TABLE>
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------
Market
Price
Exercise or on Date
Base Price of Grant Expiration
Name ($/Sh) ($/Sh) Date
- ----------------------- ----------- -------- ----------
<S> <C> <C> <C>
Larry J. Bump 14.94 14.9375 2/22/08
6.63 6.6250 10/26/08
Paul A. Huber 6.63 6.6250 10/26/08
6.63 6.6250 10/26/08
M. Kieth Phillips 14.94 14.9375 2/22/08 (6)
6.63 6.6250 10/26/08 (6)
Melvin F. Spreitzer 14.94 14.9375 2/22/08
6.63 6.6250 10/26/08
James R. Beasley 14.94 14.9375 2/22/08
6.63 6.6250 10/26/08
</TABLE>
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Option Term(7)
----------------------
Name 5%($) 10%($)
- ------------------------ ---------- ----------
<S> <C> <C>
Larry J. Bump 469,580 1,190,200
249,684 633,210
Paul A. Huber 249,684 633,210
166,456 422,140
M. Kieth Phillips 309,922 785,532
208,070 527,675
Melvin F. Spreitzer 309,922 785,532
208,070 527,675
James R. Beasley 309,922 785,532
104,035 263,837
</TABLE>
- ------------------
(1) Consists solely of options to acquire shares of stock of the
Company.
(2) The options were granted for a term of 10 years, subject to
earlier termination in certain events related to termination
of employment. The options become exercisable in 25 percent
increments on February 23,1998, January 1, 1999, January 1,
2000, and January 1, 2001. The option exercise price may be
paid in cash, by delivery of already-owned shares, in some
instances by offset of underlying shares or pursuant to
certain other cashless exercise procedures, or a combination
thereof. Tax withholding obligations, if any, related to
exercise may be paid by delivery of already-owned shares or
by offset of the underlying shares, subject to certain
conditions. Under the terms of the Company's 1996 Stock
Plan, the Stock Plan Committee retains discretion, subject to
plan limits, to modify the terms of the options and to
reprice the options. In the event of a Change of Control, as
defined in the Company's 1996 Stock Plan, the options become
fully exercisable immediately.
(3) The options were granted for a term of 10 years, subject to
earlier termination in certain events related to termination
of employment. The options become exercisable in 25 percent
increments on October 27, 1998, January 1, 1999, January 1,
2000, and January 1, 2001. The option exercise price may be
paid in cash, by delivery of already-owned shares, in some
instances by offset of underlying shares or pursuant to
certain other cashless exercise procedures, or a combination
thereof. Tax withholding obligations, if any, related to
exercise may be paid by delivery of already-owned shares or
by offset of the underlying shares, subject to certain
conditions. Under the terms of the Company's 1996 Stock
Plan, the Stock Plan Committee retains discretion, subject to
plan limits, to modify the terms of the options and to
reprice the options. In the event of a Change of Control, as
defined in the Company's 1996 Stock Plan, the options become
fully exercisable immediately.
(4) Each vesting date of the options shall be accelerated one
year for each incremental $2.50 that the average of the daily
closing sales prices of a share of Common Stock on the
New York Stock Exchange over a period of 60 consecutive trading
days exceeds $15.00 per share during the term of the options.
The options are transferable under certain circumstances.
-13-
<PAGE>
(5) Each vesting date of the options shall be accelerated one
year from each incremental $2.50 that the average of the
daily closing sales prices of a share of Common Stock on the
New York Stock Exchange over a period of 60 consecutive
trading days exceeds $6.63 per share during the term of the
options. The options are transferable under certain
circumstances.
(6) As a result of retirement from the Company effective
March 31, 1999, the options held by Mr. Phillips will now
expire on March 31, 2004.
(7) Potential realizable value illustrates the value that might
be realized upon exercise of the options immediately prior to
the expiration of their term, assuming that the market price
of the underlying shares appreciates in value from the date
of grant to the end of the option term at rates of 5% and
10%, respectively, compounded annually.
Aggregated Option/SAR Exercises In Last Fiscal Year
and FY-End Option/SAR Values
The following table sets forth certain information with
respect to options exercised by the named executive officers of
the Company during fiscal 1998, and the number and value of
unexercised options held by such executive officers at the end of
the fiscal year. The Company has never granted any stock
appreciation rights.
<TABLE>
<CAPTION>
Shares
Acquired
on Value
Exercise Realized
Name (#) ($)(1)
- ---------------------- -------- --------
<S> <C> <C>
Larry J. Bump -0- -0-
Paul A. Huber -0- -0-
M. Kieth Phillips (3) -0- -0-
Melvin F. Spreitzer -0- -0-
James R. Beasley -0- -0-
</TABLE>
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised
Options/SARs at FY-End(#)
--------------------------
Name Exercisable Unexercisable
- ---------------------- ----------- -------------
<S> <C> <C>
Larry J. Bump 130,000 55,000
Paul A. Huber 50,000 50,000
M. Kieth Phillips 91,500 41,500
Melvin F. Spreitzer 91,500 41,500
James R. Beasley 79,000 29,000
</TABLE>
<TABLE>
<CAPTION>
Value of Unexercised
In-the-Money
Options/SARs at FY-End
($)(1)(2)
------------------------
Name Exercisable Unexercisable
- ---------------------- ----------- -------------
<S> <C> <C>
Larry J. Bump -0- -0-
Paul A. Huber -0- -0-
M. Kieth Phillips -0- -0-
Melvin F. Spreitzer -0- -0-
James R. Beasley -0- -0-
</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, 1998, the last trading day of the
fiscal year, was $5 9/16.
(3) The Stock Plan Committee authorized acceleration of the
vesting of Mr. Phillips' unvested options. Accordingly, all
of Mr. Phillips' options will be exercisable effective upon
his retirement from the Company on March 31,1999.
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.
-14-
<PAGE>
<TABLE>
<CAPTION>
Estimated Annual Lifetime
Retirement Benefits for
Years of Service Indicated
----------------------------------
Average
Annual
Earnings 15 Years 20 Years 25 Years
- -------- ---------- ---------- ----------
<S> <C> <C> <C>
$125,000 $ 33,385 $ 44,452 $ 55,611
150,000 40,710 54,202 67,811
175,000 48,035 63,952 80,011
200,000 55,360 73,702 92,211
300,000 84,660 112,702 141,001
400,000 113,960 151,702 189,811
600,000 172,560 229,702 287,411
</TABLE>
<TABLE>
<CAPTION>
Estimated Annual
Lifetime Retirement
Benefits for Years
of Service Indicated
----------------------
Average
Annual
Earnings 30 Years 35 Years
- -------- ---------- ----------
<S> <C> <C>
$125,000 $ 66,678 $ 77,837
150,000 81,303 94,912
175,000 95,928 111,987
200,000 110,553 129,062
300,000 169,053 197,362
400,000 227,553 265,662
600,000 344,553 402,262
</TABLE>
The years of credited service for the persons named in the
Summary Compensation Table as of December 31, 1998, are:
Larry J. Bump, 21 years; Paul A. Huber, 0 years; M. Kieth
Phillips, 20 years; Melvin F. Spreitzer, 24 years; and James R.
Beasley, 17 years. Amounts shown in the Pension Plan Table 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% of
compensation up to the limit imposed under Section 401(a)(17) of
the U.S. 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,
which does not include Mr. Huber. 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% 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
During 1998, the Company had employment agreements with all
of the executive officers of the Company except Mr. Huber.
Effective January 1, 1996, the Company entered into
Employment Agreements with Messrs. Bump, Spreitzer and Phillips,
which remained in effect until December 31, 1998. Effective
January 1, 1997, the Company entered into an Employment Agreement
with Mr. Beasley, which also remained in effect until
December 31, 1998. Under the Employment Agreements, each
executive officer covered by an Employment
-15-
<PAGE>
Agreement received an annual base salary each year at least equal
to his total annual base salary in effect at the beginning of
that year. Each Employment Agreement provided 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
was eligible to participate during calendar years 1997 and 1998
in the Willbros Engineers, Inc. Management Incentive Plan dated
January 1, 1996.
In October 1998, the Compensation Committee approved and
recommended, and the Board of Directors adopted, the Willbros
Group, Inc. Severance Plan (the "Severance Plan"), effective
January 1, 1999. The Board of Directors adopted the Severance
Plan in lieu of entering into new Employment Agreements with the
executive officers and, accordingly, selected Messrs. Bump,
Huber, Spreitzer, Phillips and Beasley as participants in the
Severance Plan. The Severance Plan, which will remain in effect
until December 31, 2004, provides that a participant whose
employment is terminated other than for cause or who resigns due
to a material reduction of compensation or other benefits when a
change of control of the Company is imminent or within three
years after a change of control of the Company has occurred,
shall be entitled to a severance payment equal to three times his
average annual compensation for the past five years (pro-rated to
reflect assumed retirement at age 65 if the participant is age 62
or older at the time of termination) plus up to three years
additional service credit under the Company's Pension Plan and
EBRP plus an early retirement discount reduction. The Severance
Plan also provides that a participant who voluntarily terminates
his employment for reasons other than a material reduction of
compensation or other benefits within one year after a change of
control of the Company has occurred shall be entitled to a
severance payment equal to two times his average annual
compensation for the past five years (pro-rated to reflect
assumed retirement at age 65 if the participant is age 63 or
older at the time of termination) plus up to two years additional
service credit under the Company's Pension Plan and EBRP plus an
early retirement discount reduction. Finally, the Severance Plan
provides that a participant whose employment is terminated other
than for cause prior to a change of control of the Company shall
be entitled to a severance payment equal to one hundred percent
of his base salary then in effect. A participant who receives a
severance payment under the Severance Plan will be subject to
either a one year or two year competition restriction depending
on the basis for the termination. All taxes on severance
payments made under the Severance Plan are the participant's
responsibility.
On March 5, 1999, Willbros USA, Inc. ("Willbros USA") entered
into a Separation Agreement with M. Kieth Phillips under which
Mr. Phillips retired from employment with Willbros USA and all
affiliated companies effective March 31, 1999. Pursuant to such
Separation Agreement, Willbros USA made a lump sum payment to Mr.
Phillips in the amount of $193,000. In connection with Mr.
Phillips' retirement, the exercise date of certain stock options
previously awarded to Mr. Phillips was accelerated. Commencing
April 1, 1999, Mr. Phillips will serve as a consultant to
Willbros International, Inc. pursuant to a four year Consulting
Agreement. Under the Consulting Agreement, Mr. Phillips will
receive quarterly retainers ranging from $62,500 to $25,000.
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
-16-
<PAGE>
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. During 1998, each of the Company's executive officers
except Mr. Huber had an employment contract which established
incentive compensation terms and minimum base salary.
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
(other than Mr. Huber) which were effective in 1998, specified
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. In 1998, the Company's executive
officers (other than Mr. Huber) were eligible for annual cash
incentive awards under Incentive Plans administered by the
Compensation Committee. Each executive officer (other than
Mr. Huber) was eligible to earn an individual award expressed as
a percentage of base salary. Executive officer incentive award
opportunities varied by level of responsibility. There was no
minimum incentive award. The maximum percentage of base salary
payable as an incentive award ranged from 100% to 300%, depending
on the executive officer's position. The awards were to be
granted if a specified financial performance level was achieved.
In each case, the performance level was defined as a minimum rate
of return which average total net assets employed in the business
(excluding cash, cash equivalents and debt) must earn. The plan
design took into account the stockholders' interests by requiring
the Company to achieve certain profitability levels before an
executive officer was eligible to receive an annual incentive
award. In addition, the Company's executive officers were
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.
-17-
<PAGE>
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. 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% 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% 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 1998
In November 1997, the Compensation Committee approved, and
the Board of Directors ratified, a cost-of-living salary increase
of 4.5% for Mr. Bump in accordance with the terms of his
employment agreement. Mr. Bump did not earn a bonus for 1998
under the terms of the annual Incentive Plan described above.
Further, Mr. Bump asked that he not be considered for a
discretionary bonus in respect of 1998. As the Company's largest
single individual stockholder, Mr. Bump continues to have strong
incentive to create value for the Company's stockholders. In
February 1998, the Stock Plan Committee granted Mr. Bump a NSO to
purchase 50,000 shares of Common Stock. In October 1998, the
Stock Plan Committee granted Mr. Bump a NSO to purchase an
additional 60,000 shares of Common Stock. The granting of these
options was based on a subjective analysis of Mr. Bump's
performance.
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 a U.S. subsidiary
employer may take for compensation paid to the Company's 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 1998 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
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<PAGE>
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 1998, 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. Williams, are
non-employee directors of the Company.
Since January 1, 1998, 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 $119,880. This indebtedness
bears no interest and the outstanding balance of such
indebtedness as of March 1, 1999, was $67,470. 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.
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, 1998, 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 31-Dec-98
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Willbros Group, Inc. $100 $101.30 $155.85 $57.79
S&P Engineering &
Construction Index $100 $90.76 $74.98 $66.18
S&P 500 Index $100 $112.66 $150.25 $193.18
</TABLE>
- ------------------------------------
Source: S&P Compustat Data Services
-19-
<PAGE>
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, 1998, certain executive officers of the
Company have been indebted to the Company in amounts in excess of
$60,000 under various notes. In the case of Messrs. Bump,
Spreitzer and Phillips, 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.
In the case of Mr. Huber, the note was issued to evidence a loan
by the Company to facilitate Mr. Huber's purchase of a residence
in Tulsa prior to the sale of his previous residence in Texas.
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, 1999:
<TABLE>
<CAPTION>
Outstanding
Largest Final Balance
Amount of Interest Maturity at March 1,
Name Indebtedness Rate Date 1999
- ---- ------------ ---------- ----------------- -----------
<S> <C> <C> <C> <C>
Larry J. Bump $433,181 0% October 15, 2000 $260,288
M. Kieth Phillips 119,880 0 October 15, 2000 67,470
Melvin F. Spreitzer 119,880 0 October 15, 2000 67,470
Paul A. Huber 100,000 0 December 28, 1998 -0-
</TABLE>
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 10% 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 1998.
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 1998, all Section 16(a) filing
requirements applicable to its officers, directors and more than
10% stockholders were complied with.
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
-20-
<PAGE>
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 2000 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, 1999, to be
considered for inclusion in the Company's proxy statement and
accompanying proxy for that meeting.
If a stockholder, who intends to present a proposal at the
Company's 2000 Annual Meeting of Stockholders and has not sought
inclusion of the proposal in the Company's proxy materials
pursuant to Rule 14a-8, fails to provide the Company with notice
of such proposal by February 14, 2000, then the persons named in
the proxies solicited by the Company's Board of Directors for its
2000 Annual Meeting of Stockholders may exercise discretionary
voting power with respect to such proposal.
Annual Report
A copy of the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, 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., 600 Willbros Place, 2431 East
61st Street, Tulsa, Oklahoma 74136-1267.
By Order of the Board of Directors,
John N. Hove
Secretary
March 31, 1999
Panama City, Panama
-21-
<PAGE>
EXHIBIT A
AMENDMENT NUMBER 1
TO
WILLBROS GROUP, INC.
1996 STOCK PLAN
1. Introduction. On April 16, 1996, the Board of Directors of
------------
Willbros Group, Inc. (the "Company") adopted, and on May 21, 1996,
the stockholders of the Company approved, the Willbros Group, Inc.
1996 Stock Plan (the "Plan"). The Plan permits the granting of
awards, including stock options, to key employees (including
officers and directors who are employees) of the Company or its
subsidiaries.
Under the terms of the Plan, a total of 1,125,000 shares
of common stock of the Company are available for issuance
pursuant to awards granted under the Plan (subject to adjustment
in the event of certain corporate transactions such as a stock
split, etc.). The first sentence of Section 5(d) of the Plan
provides that all incentive stock option awards must be granted
within 10 years from April 16, 1996 (the date on which the Plan
was adopted by the Board of Directors of the Company). By
deleting this provision (see Section 3(b) below), the period in
which incentive stock options may be granted under the Plan will
be extended until the day that is ten years after the date this
Amendment No. 1 is approved by the stockholders of the Company.
2. Purpose. The purposes of this Amendment are to
-------
(a) increase the total number of shares of common stock of the
Company available for issuance pursuant to awards granted under
the Plan from 1,125,000 shares to 2,125,000 shares, which will
enable the Company to continue to grant awards under the Plan to
attract and retain key employees of the Company and its subsidiaries,
and (b) extend the date until which incentive stock options may be
granted under the Plan to 10 years from the date on which this
Amendment is approved by the stockholders of the Company.
3. Amendments. The Plan shall be amended as follows:
----------
(a) In the first paragraph of Section 4 of the Plan,
the number "1,125,000" is deleted and the number "2,125,000"
is substituted therefor.
(b) The first sentence of Section 5d of the Plan is
deleted.
4. No Change. Except as specifically set forth herein,
---------
this Amendment does not change the terms of the Plan.
5. Effective Date. This Amendment shall take effect and be
--------------
adopted on the date that the stockholders of the Company approve
this Amendment.
Executed this 24th day of February, 1999.
ATTEST: WILLBROS GROUP, INC.
/s/ John N. Hove By:/s/ Larry J. Bump
- ----------------------------- -----------------------------
John N. Hove Larry J. Bump
Secretary Chairman of the Board and
Chief Executive Officer
A-1
<PAGE>
[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 6, 1999
The undersigned hereby appoints L.W. Watson, III, Rogelio de
la Guardia and Gilberto Arias P., 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 6th day of May, 1999, 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 X
indicated in ---
this example
1. Election of Directors.
Nominees: Larry J. Bump and Guy E. Waldvogel as
Class III 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. Approval of the Willbros Group, Inc. 1996 Stock Plan and
Amendment No. 1 thereto.
--- FOR --- AGAINST --- ABSTAIN
3. Ratification of KPMG as independent auditors of the Company
for 1999.
--- 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: , 1999
-------------------------------
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.
