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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 1, 1999
WILLBROS GROUP, INC.
(Exact name of Registrant as specified in its charter)
Republic of Panama 1-11953 98-0160660
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
Dresdner Bank Building
50th Street, 8th Floor
P. O. Box 850048
Panama 5, Republic of Panama
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(Address of principal executive offices)
Registrant's telephone number, including area code: (50-7) 263-9282
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ITEM 5. Other Events.
On April 1, 1999, the Board of Directors of Willbros Group,
Inc. (the "Corporation") declared a distribution of one preferred
share purchase right (a "Right") for each outstanding share of
Common Stock, par value $.05 per share (the "Common Shares"), of
the Corporation. The distribution is payable to the stockholders
of record of the Corporation on April 15, 1999 (the "Record
Date"), and with respect to Common Shares issued thereafter until
the Distribution Date (as defined below) and, in certain
circumstances, with respect to Common Shares issued after the
Distribution Date. Except as set forth below, each Right, when
it becomes exercisable, entitles the registered holder to
purchase from the Corporation one one-thousandth of a share of
Series A Junior Participating Preferred Stock, with a par value
of $.01 per share, of the Corporation (the "Preferred Shares") at
a price of $30.00 per one one-thousandth of a Preferred Share
(the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement, as
the same may be amended from time to time (the "Rights
Agreement"), between the Corporation and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, dated as of April 1, 1999.
Initially, the Rights will be attached to all certificates
representing Common Shares then outstanding, and no separate
Right Certificates will be distributed. The Rights will separate
from the Common Shares upon the earlier to occur of (i) the first
date of public announcement of a person or group of affiliated or
associated persons having acquired beneficial ownership of
15 percent or more of the outstanding Common Shares (except
pursuant to a Permitted Offer, as hereinafter defined); or
(ii) 10 days (or such later date as the Board of Directors of the
Corporation (the "Board") may determine) following the
commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which would
result in a person or group becoming an Acquiring Person (as
hereinafter defined) (the earlier of such dates being called the
"Distribution Date"). A person or group whose acquisition of
Common Shares causes a Distribution Date pursuant to clause (i)
above is an "Acquiring Person." The first date of public
announcement that a person or group has become an Acquiring
Person is the "Shares Acquisition Date."
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights) new Common Share
certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close
of business on the Distribution Date (and to each initial record
holder of certain Common Shares issued after the Distribution
Date), and such separate Right Certificates alone will evidence
the Rights.
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The Rights are not exercisable until the Distribution Date
and will expire at the close of business on April 15, 2009,
unless earlier redeemed or exchanged by the Corporation as
described below.
In the event that any person or group becomes an Acquiring
Person (except pursuant to a tender or exchange offer which is
for all outstanding Common Shares at a price and on terms which a
majority of certain members of the Board determines to be
adequate and in the best interests of the Corporation, its
stockholders and other relevant constituencies, other than such
Acquiring Person, its affiliates and associates (a "Permitted
Offer")), each holder of a Right will thereafter have the right
(the "Flip-In Right") to receive upon exercise the number of
Common Shares or of one onethousandths of a share of Preferred
Shares (or, in certain circumstances, other securities of the
Corporation) having a value (immediately prior to such triggering
event) equal to two times the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of the
event described above, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person or any affiliate or
associate thereof will be null and void.
In the event that, at any time following the Shares
Acquisition Date, (i) the Corporation is acquired in a merger or
other business combination transaction in which the holders of
all of the outstanding Common Shares immediately prior to the
consummation of the transaction are not the holders of all of the
surviving corporation's voting power, or (ii) more than
50 percent of the Corporation's assets or earning power is sold
or transferred, then each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter
have the right (the "Flip-Over Right") to receive, upon exercise,
common shares of the acquiring company having a value equal to
two times the exercise price of the Right. The holder of a Right
will continue to have the Flip-Over Right whether or not such
holder exercises or surrenders the Flip-In Right.
The Purchase Price payable, and the number of Preferred
Shares, Common Shares or other securities issuable, upon exercise
of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred
Shares with a conversion price, less than the then current market
price of the Preferred Shares, or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to
above).
The Purchase Price and number of outstanding Rights are also
subject to adjustment in the event of a stock split of the Common
Shares or a stock dividend on the Common Shares payable in Common
Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the
Distribution Date.
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Preferred Shares purchasable upon exercise of the Rights
will not be redeemable. Each Preferred Share will be entitled to
a minimum preferential quarterly dividend payment of $10.00 per
share but, if greater, will be entitled to an aggregate dividend
per share of 1,000 times the dividend declared per Common Share.
In the event of liquidation, the holders of the Preferred Shares
will be entitled to a minimum preferential liquidation payment of
$1,000 per share; thereafter, and after the holders of the Common
Shares receive a liquidation payment of $1.00 per share, the
holders of the Preferred Shares and the holders of the Common
Shares will share the remaining assets in the ratio of 1,000 to 1
(as adjusted) for each Preferred Share and Common Share so held,
respectively. Each Preferred Share will have 1,000 votes, voting
together with the Common Shares. Finally, in the event of any
merger, consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to receive
1,000 times the amount received per Common Share. These rights
are protected by customary antidilution provisions. In the event
that the amount of accrued and unpaid dividends on the Preferred
Shares is equivalent to six full quarterly dividends or more, the
holders of the Preferred Shares shall have the right, voting as a
class, to elect two directors in addition to the directors
elected by the holders of the Common Shares until all cumulative
dividends on the Preferred Shares have been paid through the last
quarterly dividend payment date or until non-cumulative dividends
have been paid regularly for at least one year.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1 percent in such Purchase Price. No
fractional Preferred Shares will be issued (other than fractions
which are one one-thousandth or integral multiples of one one-
thousandth of a Preferred Share, which may, at the election of
the Board, be evidenced by depositary receipts) and in lieu
thereof, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading day prior to
the date of exercise.
At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person or (ii) the expiration of the
Rights, and under certain other circumstances, the Corporation
may redeem the Rights in whole, but not in part, at a price of
$.005 per Right (the "Redemption Price") which redemption shall
be effective upon the action of the Board. Additionally,
following the Shares Acquisition Date, the Corporation may redeem
the then outstanding Rights in whole, but not in part, at the
Redemption Price, provided that such redemption is in connection
with a merger or other business combination transaction or series
of transactions involving the Corporation in which all holders of
Common Shares are treated alike but not involving an Acquiring
Person or its affiliates or associates.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of
50 percent or more of the outstanding Common Shares, the Board
may exchange the Rights (other than Rights owned by the Acquiring
Person, which will have become void), in whole or in part, at an
exchange ratio of one Common Share, or one one-thousandth of a
Preferred Share (or of a share of a class or series of the
Corporation's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
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All of the provisions of the Rights Agreement may be amended
by the Board prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be
amended by the Board only in order to cure any ambiguity, defect
or inconsistency, to make changes which do not adversely affect
the interests of holders of Rights (excluding the interests of
any Acquiring Person), or, subject to certain limitations, to
shorten or lengthen any time period under the Rights Agreement.
Until a Right is exercised or exchanged, the holder thereof,
as such, will have no right to vote or receive dividends or other
distributions and will have no other rights as a stockholder of
the Corporation. While the distribution of the Rights will not
be taxable to stockholders of the Corporation, stockholders may,
depending upon the circumstances, recognize taxable income should
the Rights become exercisable or upon the occurrence of certain
events thereafter.
A copy of the Rights Agreement has been filed with the
U.S. Securities and Exchange Commission as an Exhibit to the
Corporation's Registration Statement on Form 8-A dated April 9,
1999. A copy of the Rights Agreement is available free of charge
from the Corporation. This summary description of the Rights
does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement, which is hereby
incorporated herein by reference.
The press release issued by the Corporation on April 1,
1999, with respect to the Rights, is attached hereto as an
exhibit and incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number and Description
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99.1 Press Release dated April 1, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
WILLBROS GROUP, INC.
April 9, 1999 By: /s/ Melvin F. Spreitzer
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Melvin F. Spreitzer
Executive Vice President, Chief
Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated April 1, 1999
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EXHIBIT 99.1
[Willbros Group News Release Letterhead]
WILLBROS ADOPTS STOCKHOLDER RIGHTS PLAN
TULSA, Okla. April 1, 1999 - Willbros Group, Inc. (NYSE:
WG) today announced that its Board of Directors has adopted a
Stockholder Rights Plan and declared a distribution of one
Preferred Share Purchase Right on each outstanding share of
Willbros common stock.
Larry J. Bump, Chairman and CEO, stated: "The Rights are
designed to assure that all of Willbros' stockholders receive
fair and equal treatment in the event of any proposed takeover of
the Company and to deter coercive takeover tactics that attempt
to gain control of Willbros without paying all stockholders a
fair price. The Rights will not prevent a takeover but should
encourage anyone seeking to acquire the Company to negotiate with
the Board prior to attempting a takeover. This action is not in
response to any specific effort to acquire control of the
Company, and we are not aware of any such effort. The Rights are
intended to enable all stockholders to realize the long-term
value of their investment in Willbros."
The Rights will be exercisable only if a person or group
acquires 15 percent or more of Willbros' common stock or
announces a tender offer the consummation of which would result
in ownership by a person or group of 15 percent or more of the
common stock. Each Right will entitle stockholders to buy one
one-thousandth of a share of a series of junior participating
preferred stock at an exercise price of $30.00 per share.
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If the Company is acquired in a merger or other business
combination transaction after a person has acquired 15 percent or
more of the Company's outstanding common stock, each Right will
entitle its holder to purchase, at the Right's then-current
exercise price, a number of the acquiring company's common shares
having a market value of twice such price. In addition, if a
person or group acquires 15 percent or more of the Company's
outstanding common stock, each Right will entitle its holder
(other than such person or members of such group) to purchase, at
the Right's then-current exercise price, a number of the
Willbros' common shares having a market value of twice such
price.
Prior to the acquisition by a person or group of beneficial
ownership of 15 percent or more of the Company's common stock,
the Rights are redeemable for one-half cent per Right at the
option of the Company's Board of Directors.
The distribution will be made on April 15, 1999, payable to
stockholders of record on that date. The Rights will expire on
April 15, 2009. The Rights distribution is not taxable to
stockholders.
Willbros Group, Inc. is one of the leading independent
contractors serving the oil and gas industry, providing
construction, engineering and other specialty oilfield-related
services to industry and government entities worldwide.
The Company's World Wide Web site can be accessed at
http://www.willbros.com.
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