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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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WILLBROS GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.05 per share
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(Title of Class of Securities)
969199 10 8
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(CUSIP Number)
Michael F. Curran
5599 San Felipe, Suite 559
Houston, Texas 77056
(713) 784-5757
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
- with copies to -
Robert A. Curry
Conner & Winters
A Professional Corporation
3700 First Place Tower
15 E. 5th Street
Tulsa, Oklahoma 74103-4344
(918) 586-5711
February 24, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Section 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box .
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Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See
Section 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 969199 10 8 Page 2
<TABLE>
<S> <C> <C>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RPH, Inc.
76-0387570
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
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(b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
698,155
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 698,155
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,155
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.0%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
</TABLE>
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SCHEDULE 13D
CUSIP No. 969199 10 8 Page 3
<TABLE>
<S> <C> <C>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Curran Holdings, Inc.
76-0343306
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
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(b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF
698,155
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 698,155
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,155
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.0%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 969199 10 8 Page 4
<TABLE>
<S> <C> <C>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael F. Curran
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
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(b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF
710,655
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 710,655
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710,655
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.1%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 969199 10 8 Page 5
The information contained in this Schedule 13D is as of the date hereof,
unless otherwise expressly provided herein.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, par value $.05 per share (the "Common Stock"),
of Willbros Group, Inc., a Republic of Panama corporation (the "Company").
The Company is an independent contractor serving the oil and gas industry,
providing construction, engineering and specialty services to industry and
government entities worldwide. The address of the Company's principal
executive offices is Dresdner Bank Building, 50th Street, 8th Floor,
P.O. Box 850048, Panama 5, Republic of Panama.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by RPH, Inc., a Delaware
corporation ("RPH"), Curran Holdings, Inc., a Texas corporation
("Curran Holdings"), which is the parent of RPH, and Michael F. Curran
("Curran"), who is the sole stockholder of Curran Holdings. RPH, Curran
Holdings and Curran are sometimes referred to herein as the "Reporting
Persons." Curran is the sole director and executive officer of each
of RPH and Curran Holdings.
(b) The principal business address of each of RPH, Curran Holdings
and Curran is 5599 San Felipe, Suite 559, Houston, Texas 77056.
(c) The present principal business of RPH and Curran Holdings is
holding investments. The present principal occupation of Curran is acting
as Vice Chairman, President, Chief Operating Officer and director of
the Company.
(d) and (e) None of the Reporting Persons has, during the last five
years, been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result
of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) RPH is organized under the laws of Delaware. Curran Holdings is
organized under the laws of Texas. Curran is a citizen of the United States
of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 24, 2000, the Company completed the acquisition of Rogers &
Phillips, Inc., a Delaware corporation ("RPI"). The acquisition was
accomplished by merging a wholly-owned
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SCHEDULE 13D
CUSIP No. 969199 10 8 Page 6
subsidiary of the Company (the "Merger") with and into RPI, pursuant to an
Agreement and Plan of Merger dated January 24, 2000, among the Company,
RPI and such subsidiary (the "Merger Agreement").
As a result of the Merger, RPI became a wholly-owned subsidiary of the
Company and the stockholders of RPI received 1,035,000 shares of Common
Stock in the Company and an aggregate of $1,516,848 in cash. RPH was a
stockholder of RPI at the time of the Merger.
On February 24, 2000, the Company granted Curran an employee stock
option to purchase 50,000 shares of Common Stock. This option to buy
50,000 shares becomes exercisable in increments as follows:
12,500 shares beginning February 24, 2000, 12,500 shares beginning
January 1, 2001, 12,500 shares beginning January 1, 2002, and
12,500 shares beginning February 1, 2003.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the securities herein reported for
investment purposes. Depending on market conditions, general economic
conditions and other factors that each Reporting Person may deem
significant to its respective investment decisions, any of the
Reporting Persons may purchase shares of Common Stock in the open market
or in private transactions or may dispose of all or a portion of the
shares of Common Stock that they or any of them may acquire. Curran may
also acquire additional securities of the Company or dispose of
securities of the Company in connection with stock option plans or
other employee benefit plans of the Company. Except as set forth in
this Item 4, none of the Reporting Persons has any present plans or
proposals which relate to or would result in (a) the acquisition by any
person of additional securities of the Company or the disposition of
securities of the Company; (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Company
or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change
in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board; (e) any material change
in the present capitalization or dividend policy of the Company;
(f) any other material change to the Company's business or corporate
structure; (g) changes in the Company's charter or bylaws or other
actions which may impede the acquisition of control of the Company by
any person; (h) the Common Stock or any other class of securities of the
Company to be delisted from the New York Stock Exchange; (i) the
Common Stock or any other class of equity securities of the Company
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or (j) any action similar to any of those enumerated above.
None of the Reporting Persons is bound to increase or decrease its
or his holdings of Common Stock. Depending upon future developments,
the Reporting Persons may, in their discretion, develop plans at any
time or from time to time which could relate to or result in one or
more of the actions or events described above. The Reporting Persons
reserve the right to act with respect to their holdings as they deem in
their own best interest.
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SCHEDULE 13D
CUSIP No. 969199 10 8 Page 7
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) Each of RPH and Curran Holdings (as the parent of RPH)
is the beneficial owner of 698,155 shares of Common Stock which
represents 5.0% of the outstanding shares of Common Stock. Each such
Reporting Person has the sole power to vote and dispose of such shares.
Curran, as the sole stockholder of Curran Holdings, which is the parent
of RPH, is the beneficial owner of 710,655 shares of Common Stock which
represents 5.1% of the outstanding shares of Common Stock. His ownership
of 710,655 shares includes 12,500 shares subject to stock options which
are currently exercisable. Curran has the sole power to vote and
dispose of such 710,655 shares.
(c) Except for the Merger and the acquisition of shares of
Common Stock therein, the Reporting Persons have not effected any
transactions in the Common Stock during the past 60 days.
(d) Of the shares owned by RPH, 239,492 shares are held in escrow
as collateral for the indemnity obligations of RPH to the Company under
the Merger Agreement. Except as set forth in this Item 5(d), no other
person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares
described in this Item 5.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Of the shares owned by RPH, 239,492 shares are held in escrow as
collateral for the indemnity obligations of RPH to the Company under the
Merger Agreement.
In connection with the Merger, the Company and the stockholders of
RPI entered into a Shelf Registration Agreement, dated January 24, 2000
(the "Registration Agreement"). Under the Registration Agreement,
the Company agreed to prepare and file a registration statement with the
Securities and Exchange Commission (the "SEC") covering the resale of the
1,035,000 shares of Common Stock issued to the stockholders of RPI.
The Company also agreed to use its reasonable best efforts to cause the
registration statement to become effective and to generally keep the
registration statement continuously effective for a period of two years
from January 24, 2000, or, if earlier, until all of the shares are sold
under the registration statement. If immediately following the initial
two year effectiveness period of the registration statement, the
stockholders of RPI are unable to sell any of their remaining shares in
the open market in the United States without limitation as to volume or
manner of sale restrictions and without being required to file any
forms or reports with the SEC under the Securities Act of 1933, the
Company agreed to use its reasonable best efforts to keep the
registration statement continuously effective for an additional six
months. Under certain circumstances, in connection with a transfer
of the shares covered by the Registration Agreement, the stockholders
of RPI may assign their rights under such registration statement.
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SCHEDULE 13D
CUSIP No. 969199 10 8 Page 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement, dated as of March 10, 2000, by and
among the Reporting Persons (pursuant to Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934).
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SCHEDULE 13D
CUSIP No. 969199 10 8 Page 9
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 10, 2000 RPH, Inc.
By: /s/ Michael F. Curran
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Michael F. Curran, President
Dated: March 10, 2000 Curran Holdings, Inc.
By: /s/ Michael F. Curran
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Michael F. Curran, President
Dated: March 10, 2000 /s/ Michael F. Curran
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Michael F. Curran
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SCHEDULE 13D
CUSIP No. 969199 10 8 Page 10
EXHIBIT INDEX
Exhibit A - Joint Filing Agreement, dated as of March 10, 2000, by and
among the Reporting Persons (pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934).
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EXHIBIT A
AGREEMENT MADE PURSUANT TO RULE 13d-1(k)(1)(iii)
JOINT FILING AGREEMENT
This Joint Filing Agreement (this "Agreement") is made and entered into
as of the 10th day of March, 2000, by and among the undersigned parties.
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing on behalf of
them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock of Willbros Group, Inc., a Republic of Panama
corporation, and further agree that this Agreement be included as an
exhibit to such joint filing (including amendments thereto).
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
RPH, Inc.
By: /s/ Michael F. Curran
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Michael F. Curran, President
Curran Holdings, Inc.
By: /s/ Michael F. Curran
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Michael F. Curran, President
/s/ Michael F. Curran
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Michael F. Curran
