<PAGE>
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 under Rule 14a-12.
---
WILLBROS GROUP, INC.
------------------------------------------------
(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:
-------------------------------------------------------------------
(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:
-----------------------------------------------------
(4) Date Filed:
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<PAGE>
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 4, 2000
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 Hotel Marriott Panama, Calle 52 y Ricardo Arias,
Panama City, Panama, on Thursday, May 4, 2000, at 9:00 a.m., local time,
for the following purposes:
1. To elect three directors of the Company to Class I for
three-year terms;
2. To consider and act upon a proposal to ratify the appointment
of KPMG Peat Marwick as the independent auditors of the Company
for 2000; and
3. 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 27,
2000, 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,
/s/ John N. Hove
John N. Hove
Secretary
Panama City, Panama
March 31, 2000
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>
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 4, 2000
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 4, 2000, 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, 2000, to
stockholders of record on March 27, 2000.
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 and (b) 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 27, 2000
(the "Record Date"), will be entitled to vote at the Annual Meeting. As
of the Record Date, there were issued and outstanding 13,993,187 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 I directors will expire at the
Annual Meeting. The terms of the current Class II directors and the
current Class III directors will expire at the annual meetings of
stockholders to be held in 2001 and 2002, respectively.
In accordance with the recommendation of the Nominating Committee, the
Board of Directors has nominated Melvin F. Spreitzer, Peter A. Leidel and
James B. Taylor, Jr. for election as Class I directors.
Messrs. Spreitzer, Leidel and Taylor, who currently serve as Class I
directors and whose terms expire at the Annual Meeting, are standing for
re-election as Class I directors for terms expiring at the annual meeting
of stockholders in 2003. Accordingly, the accompanying proxy solicits
your vote for three 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. Spreitzer, Leidel and Taylor. 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 I
(Term Expires May 2003)
Melvin F. Spreitzer, age 61, joined Willbros in 1974 as Controller.
Mr. Spreitzer was named Vice President of Finance in 1978, and Executive
Vice President, Chief Financial Officer and Treasurer in 1987. He was
elected to the Board of Directors in 1992 and has over 43 years
experience in corporate finance and public accounting.
Peter A. Leidel, age 43, was elected to the Board of Directors in 1992.
Since 1997, Mr. Leidel has been a senior manager of, and a partner in,
Yorktown Partners, L.L.C., an investment management company. From 1983 to
1997, he was employed by Dillon, Read & Co. Inc., an investment banking
firm, serving most recently as a Senior Vice President. He also serves as
a Director of Cornell Corrections, Inc. and Carbon Energy Corporation.
James B. Taylor, Jr., age 61, was elected to the Board of Directors in
1999. Mr. Taylor founded Solano Petroleum Corp., a Canadian-based public oil
and gas exploration and production company, in 1997 and has served as
Chairman of its Board of Directors since then. Prior to 1997, he served for
28 years in international managerial and operational capacities with
Occidental Petroleum Corporation and its operating subsidiaries.
-2-
<PAGE>
Directors Continuing in Office
Class II
(Term Expires May 2001)
Michael J. Pink, age 62, was elected to the Board of Directors in 1996.
Mr. Pink is currently a consultant to oil and gas industry investors. He
served as First Vice President of Sidanco, a major Russian integrated oil
company, 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 was employed for 30 years with the
Royal Dutch/Shell Group at various locations in Europe, the United States,
Africa, and the Middle East. He also serves as a Director of ROXAR ASA, a
Norwegian oil and gas technology company, and SPE Europe, Ltd., a
professional organization.
John H. Williams, age 81, was elected to the Board of Directors in
1996. Prior to his retirement at the end of 1978, Mr. Williams was
Chairman of the Board and Chief Executive Officer of The Williams
Companies, Inc. He also serves as a Director for Apco Argentina, Inc.,
Unit Corporation and Westwood Corp., and is an honorary member of the Board
of Directors of The Williams Companies, Inc.
One Board position in Class II is currently vacant.
Class III
(Term Expires May 2002)
Larry J. Bump, age 60, joined Willbros in 1977 as President and Chief
Operating Officer. Mr. Bump was named Chief Executive Officer in 1980 and
elected Chairman of the Board of Directors in 1981. His forty-year career
includes significant U.S. and international management experience. Prior
to joining Willbros, he managed major international projects in North Africa
and the Middle East, and was Chief Executive Officer of a major international
pipeline construction company. From 1985 until mid-1988, he also served as
Chief Executive Officer of a major international marine engineering and
construction company, which at that time was a controlling shareholder of
Willbros.
Guy E. Waldvogel, age 63, was elected to the Board of Directors in 1990.
Mr. Waldvogel is currently serving as Director and Chief Financial Officer
of Heerema Holding Construction, Inc., a major marine engineering,
fabrication and installation contractor. Previously he was Senior
Executive Vice President of Societe Generale de Surveillance, a leading
international cargo inspection firm. Mr. Waldvogel also serves as a
Director for Bank Julius Baer and Julius Baer Holding AG.
Michael F. Curran, age 59, joined Willbros in 2000 as Vice Chairman of
the Board of Directors, President and Chief Operating Officer. Mr. Curran
has over 35 years of diversified experience of pipeline construction around
the world, including 30 years as President and Chief Executive Officer of
various pipeline construction firms.
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
-3-
<PAGE>
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
1999, Mr. Taylor was granted an option to purchase 5,000 shares of
Common Stock at an exercise price of $5.13 per share, Messrs. Leidel and
Waldvogel were each granted an option to purchase 1,000 shares of Common
Stock at an exercise price of $6.94 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 $5.88 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 1999, the Board of Directors held five 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 1999. In addition, the Board of Directors took
action once during 1999 by unanimous written consent. The Board of Directors
has a standing Executive Committee, Audit Committee, Nominating Committee,
Compensation Committee and Stock Plan Committee.
During 1999, the Executive Committee was composed of Messrs. Bump
(Chairman), Huber (beginning in February 1999), Spreitzer and Williams.
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 1999. However, the Executive Committee took action
four times during 1999 by unanimous written consent.
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 generally reviews the terms of material
transactions and arrangements, if any, between the Company and its
directors, officers and affiliates. The Audit Committee held three
meetings during 1999.
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
-4-
<PAGE>
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 one meeting during 1999.
During 1999, the Compensation Committee was composed of Messrs. Waldvogel
(Chairman), Spreitzer, Williams and Taylor (beginning in February 1999).
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 1999.
During 1999, the Stock Plan Committee was composed of Messrs. Waldvogel
(Chairman), Williams and Taylor (beginning in February 1999), each of whom
is a non-employee director of the Company. The Stock Plan Committee
administers the Willbros Group, Inc. 1996 Stock Plan. The Stock Plan
Committee held three meetings during 1999.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of
Directors has appointed KPMG Peat Marwick as the independent auditors of
the Company for the fiscal year ending December 31, 2000. KPMG Peat Marwick
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 Peat Marwick as the Company's independent auditors. If
the stockholders do not ratify the appointment of KPMG Peat Marwick, 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 Peat Marwick as the Company's independent
auditors for 2000.
A representative of KPMG Peat Marwick 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.
-5-
<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, 2000, 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. and
Royce Management Company (2) 1,359,250 9.7 %
Larry J. Bump (3) 1,267,200 (4) 9.0
Yorktown Energy Partners III, L.P.
et al (5) 1,051,000 7.5
Becker Capital Management, Inc. (6) 774,996 5.5
Michael F. Curran 710,655 (7) 5.1
Paul A. Huber 100,000 (8) *
Melvin F. Spreitzer 409,812 (9) 2.9
James R. Beasley 166,000 (10) 1.2
Peter A. Leidel 16,000 (11) *
John H. Williams 13,000 (12) *
Guy E. Waldvogel 12,000 (13) *
Michael J. Pink 8,000 (14) *
James B. Taylor, Jr. 6,000 (15) *
All executive officers and directors
as a group (10 people) (16) 2,708,667 18.6
- ------------------
* 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, 2000, 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 is as of December 31, 1999, and is based on the
Schedule 13G dated February 9, 2000, which was filed on behalf of
Royce & Associates, Inc. ("Royce"), Royce Management Company
("RMC"), and Charles M. Royce. Their address is
1414 Avenue of the Americas, New York, New York 10019. Of
the shares shown, Royce has sole voting and dispositive power
over 1,356,350 shares and RMC has sole voting and dispositive
power over 2,900 shares. Mr. Royce may be deemed to be a controlling
person of Royce and RMC, and as such may be deemed to beneficially own
the shares of Common Stock owned by Royce and RMC. Mr. Royce does not
own any shares of Common Stock outside of Royce and RMC and disclaims
beneficial ownership of the shares held by Royce and RMC.
(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) 157,500 shares
subject to stock options which are currently exercisable at an
average exercise price of $9.70 per share, and (c) 102,110 shares
held in the Willbros Employees' 401(k) Investment Plan (the "401(k)
Plan") for the account of Mr. Bump.
-6-
<PAGE>
(5) Information is based on the Schedule 13D dated May 17, 1999, which
was filed by Yorktown Partners LLC ("Yorktown"), Yorktown Energy
Partners III, L.P. ("Partnership III") and Yorktown III Company LLC
("GP III"). Their address is 410 Park Avenue, New York, New York
10022. GP III is the general partner of Partnership III, and
Yorktown is the investment manager of Partnership III.
Partnership III owns, and GP III and Yorktown beneficially own as
general partner and investment manager, respectively, of
Partnership III, the 1,051,000 shares.
(6) Information relating to the stockholder is as of December 31, 1999,
and is based on the stockholder's Schedule 13G dated February 2, 2000,
which was filed by Becker Capital Management, Inc. ("BCM"). 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 power over all 774,996 shares, and sole voting
power over 685,596 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.
(7) Represents (a) 698,155 shares held in a corporation controlled by
Mr. Curran and (b) 12,500 shares subject to stock options which
are currently exercisable at an exercise price of $6.00 per share.
Mr. Curran's address is 5599 San Felipe, Suite 559, Houston,
Texas 77056.
(8) Represents 100,000 shares subject to stock options which are
currently exercisable at an average exercise price of $6.24 per
share.
(9) 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) 124,750 shares subject to stock options which are currently
exercisable at an average exercise price of $9.09 per share, and
(d) 1,962 shares held in the 401(k) Plan and allocated to the account
of Mr. Spreitzer.
(10) Includes (a) 46,490 shares held in a trust, of which Mr. Beasley's
wife is trustee, and (b) 98,500 shares subject to stock options which
are currently exercisable at an average exercise price of $9.86 per
share.
(11) Includes (a) 12,000 shares subject to stock options which are
currently exercisable at an average exercise price of $10.61 per
share, and (b) 3,000 shares held by Mr. Leidel as custodian for his
son and daughters. Does not include the 1,051,000 shares owned by
Yorktown, Partnership III and GP III. Mr. Leidel is a member and
executive officer of GP III which is the general partner of
Partnership III. Mr. Leidel is also a member and executive officer
of Yorktown which is the investment manager of Partnership III.
Mr. Leidel disclaims beneficial ownership of these shares.
(12) Includes 8,000 shares subject to stock options which are currently
exercisable or exercisable within 60 days of March 1, 2000, at an
average exercise price of $9.70 per share. Does not include 2,000
shares owned by Mr. Williams' wife. Mr. Williams disclaims
beneficial ownership over such shares.
(13) Represents 12,000 shares subject to stock options which are
currently exercisable at an average exercise price of $10.61
per share.
(14) Represents 8,000 shares subject to stock options which are currently
exercisable or exercisable within 60 days of March 1, 2000, at an
average exercise price of $9.70 per share.
(15) Represents (a) 1,000 shares held by the James and Sarah Taylor Trust,
and (b) 5,000 shares subject to stock options which are currently
exercisable at an exercise price of $5.13 per share.
(16) For specific information regarding each of the individuals, see
footnotes (4) and (7) through (15) above.
-7-
<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 and each of the
Company's other executive officers whose compensation, based on salary
and bonus earned during fiscal 1999, exceeded $100,000, for services in all
capacities to the Company and its subsidiaries during each of the Company's
last three fiscal years.
<TABLE>
<CAPTION>
Annual Compensation
Other Annual
Name and Salary Bonus Compensation
Principal Position Year ($) ($)(1) ($)(2)
- --------------------------------- ---- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Larry J. Bump 1999 366,000 -0- -0-
Chairman and Chief 1998 366,000 -0- -0-
Executive Officer 1997 350,500 64,908 77
Paul A. Huber (5) 1999 250,000 -0- -0-
President and Chief 1998 83,333 -0- -0-
Operating Officer
Melvin F. Spreitzer 1999 217,500 -0- -0-
Executive Vice President 1998 217,500 -0- -0-
and Chief Financial Officer 1997 208,000 104,609 41
James R. Beasley 1999 152,500 -0- -0-
President of Willbros 1998 152,500 47,408 -0-
Engineers, Inc. 1997 145,367 88,802 -0-
- -CONTINUED-
</TABLE>
<TABLE>
<CAPTION>
Long-Term
Compensation
----------------------
Awards
----------------------
Securities
Restricted Underlying
Stock Options/
Name and Award(s) SARs
Principal Position Year ($) (#)(3)
- --------------------------------- ---- ---------- ----------
<S> <C> <C> <C>
Larry J. Bump 1999 -0- -0-
Chairman and Chief 1998 -0- 110,000
Executive Officer 1997 -0- -0-
Paul A. Huber (5) 1999 -0- 50,000
President and Chief 1998 -0- 100,000
Operating Officer
Melvin F. Spreitzer 1999 -0- 25,000
Executive Vice President 1998 -0- 83,000
and Chief Financial Officer 1997 -0- -0-
James R. Beasley 1999 -0- 10,000
President of Willbros 1998 -0- 58,000
Engineers, Inc. 1997 -0- -0-
- -CONTINUED-
</TABLE>
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Payouts
------------
Long-Term
Incentive All Other
Name and Payouts Compensation
Principal Position Year ($) ($)
- --------------------------------- ---- ------------ ------------
<S> <C> <C> <C>
Larry J. Bump 1999 -0- 8,000(4)
Chairman and Chief 1998 -0- 8,000
Executive Officer 1997 -0- 6,400
Paul A. Huber (5) 1999 -0- 6,405(4)
President and Chief 1998 -0- 111,463(6)
Operating Officer
Melvin F. Spreitzer 1999 -0- 8,000(4)
Executive Vice President 1998 -0- 11,500
and Chief Financial Officer 1997 -0- 9,900
James R. Beasley 1999 -0- 9,767(4)
President of Willbros 1998 -0- 13,334
Engineers, Inc. 1997 -0- 9,900
- ------------------
</TABLE>
(1) Consists of compensation paid under management incentive compensation
plans and as discretionary bonuses.
(2) Consists of 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 (a) 401(k) Plan
in the amount of $8,000 each for Messrs. Bump and Spreitzer, $2,917
for Mr. Huber and $6,400 for Mr. Beasley, and (b) Executive Life Plan
in the amount of $3,488 for Mr. Huber and $3,367 for Mr. Beasley.
(5) Mr. Huber resigned as a director and an executive officer of the
Company, effective March 6, 2000. See "Employment Agreements,
Termination of Employment and Change in Control Arrangements."
(6) Consists of reimbursement of moving expenses of $46,463 and cash
payments totaling $65,000 for relocation of Mr. Huber. One-half
of the cash amount for relocation was paid in 1998 and the
remaining portion was paid in 1999.
-8-
<PAGE>
Option/SAR Grants In Last Fiscal Year
The following table sets forth certain information with respect to options
granted to the named executive officers of the Company during fiscal 1999.
The Company has never granted any stock appreciation rights.
<TABLE>
<CAPTION>
Individual Grants
-----------------------
Number of % of Total
Securities Options/
Underlying SARs
Options/ Granted to
SARs Employees
Granted in Fiscal
Name ($)(1) Year
- ------------------- ------------ ----------
<S> <S> <S>
Larry J. Bump -0- -0-
Paul A. Huber 50,000(2)(3) 12.29
Melvin F. Spreitzer 25,000(2)(3) 6.14
James R. Beasley 10,000(2)(3) 2.46
- -CONTINUED-
</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 -0- -0- -0-
Paul A. Huber 5.06 5.06 12/15/09
Melvin F. Spreitzer 5.06 5.06 12/15/09
James R. Beasley 5.06 5.06 12/15/09
- -CONTINUED-
</TABLE>
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
for Option Term(4)
---------------------------
Name 5%($) 10%($)
- ------------------- ------------ ------------
<S> <C> <C>
Larry J. Bump -0- -0
Paul A. Huber 159,110 403,217
Melvin F. Spreitzer 79,555 201,608
James R. Beasley 31,822 80,643
- ------------------
</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
December 16, 1999, January 1, 2000, January 1, 2001, and January 1,
2002. 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) Each vesting date of the options shall be accelerated one year for
each incremental $2.00 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 $5.06 per share
during the term of the options. The options are transferable under
certain circumstances.
(4) Potential realizable value illustrates the value that might be
realized upon exercise of the options immediately prior to the
expiration of their term, assuming that the market price of the
underlying shares appreciates in value from the date of grant
to the end of the option term at rates of 5% and 10%, respectively,
compounded annually.
Aggregated Option/SAR Exercises In Last Fiscal Year
and FY-End Option/SAR Values
The following table sets forth certain information with respect to options
exercised by the named executive officers of the Company during fiscal 1999,
and the number and value of unexercised options held by such executive
officers at the end of the fiscal year. The Company has never granted any
stock appreciation rights.
-9-
<PAGE>
<TABLE>
<CAPTION>
Shares
Acquired
on Value
Exercise Realized
Name (#) ($)(1)
- ------------------- ---------- ----------
<S> <S> <S>
Larry J. Bump -0- -0-
Paul A. Huber -0- -0-
Melvin F. Spreitzer -0- -0-
James R. Beasley -0- -0-
- -CONTINUED-
</TABLE>
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised
Options/SARs at FY-End(#)
----------------------------
Name Exerciseable Unexercisable
- ------------------- ------------ -------------
<S> <C> <C>
Larry J. Bump 130,000 55,000
Paul A. Huber 62,500 87,500
Melvin F. Spreitzer 97,750 60,250
James R. Beasley 81,500 36,500
- -CONTINUED-
</TABLE>
<TABLE>
<CAPTION>
Value of Unexercised
In-the-Money
Options/SARs at FY-End
($)(1)(2)
----------------------------
Name Exerciseable Unexercisable
- ------------------- ------------ -------------
<S> <C> <C>
Larry J. Bump -0- -0-
Paul A. Huber -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, 1999, the last trading day of the fiscal year,
was $4.625.
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.
<TABLE>
<CAPTION>
Estimated Annual Lifetime
Retirement Benefits for
Average Years of Service Indicated
Annual ------------------------------------
Earnings 15 Years 20 Years 25 Years
- -------- ---------- ---------- ----------
<S> <C> <C> <C>
$125,000 $ 33,196 $ 44,201 $ 55,296
150,000 40,521 53,951 67,496
175,000 47,846 63,701 79,696
200,000 55,171 73,451 91,896
300,000 84,471 112,451 140,696
400,000 113,771 151,451 189,496
600,000 172,371 229,451 287,096
- -CONTINUED-
</TABLE>
<TABLE>
<CAPTION>
Estimated Annual Lifetime
Retirement Benefits for
Average Years of Service Indicated
Annual --------------------------
Earnings 30 Years 35 Years
- -------- ---------- ----------
<S> <C> <C>
$125,000 $ 66,302 $ 77,397
150,000 80,927 94,472
175,000 95,552 111,547
200,000 110,177 128,622
300,000 168,677 196,922
400,000 227,177 265,222
600,000 344,177 401,822
</TABLE>
The years of credited service for the persons named in the Summary
Compensation Table as of December 31, 1999, are: Larry J. Bump, 22 years;
Paul A. Huber, 1 year; Melvin F. Spreitzer, 25 years; and James R. Beasley,
18 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.
-10-
<PAGE>
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. 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
None of the executive officers of the Company have an employment agreement
with the Company.
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 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.
Mr. Huber is entitled to a severance payment equal to one hundred percent
of his base salary at March 6, 2000, pursuant to the terms of the
Severance Plan.
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
-11-
<PAGE>
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 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;
- To assure that a portion of each executive officer's total
compensation is dependent upon the appreciation of the Company's
Common Stock;
- To provide a balanced total compensation package that recognizes
the individual contributions of each executive officer and the
overall business performance of the Company; and
- To attract, retain and motivate executive employee talent.
These objectives are met through a program comprised of base salary,
discretionary 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.
Executive Compensation Program
The Compensation Committee conducts a full review of the Company's
executive compensation program each year. The annual review includes a
number of procedures including an examination of compensation trends in the
industry and an analysis of survey data on companies in similar lines of
business or of comparable size and scope of operations. The review also
includes a broader group of general industry companies supplied by
nationally known compensation consulting firms to determine the
competitiveness of the company's overall executive compensation.
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.
Annual Incentive Program. In 1999, the Company's executive officers
were eligible for discretionary annual cash incentive awards under
guidelines administered by the Compensation Committee and/or the Board of
Directors. Each executive officer is eligible to earn an individual award
expressed as a percentage of base salary. Executive officer incentive award
opportunities vary by level of responsibility. There is no minimum
incentive award. The maximum percentage of base salary payable as an
incentive award ranges from 100% to 300%, depending on the executive
officer's position. The awards are based on three components: return on
stockholders equity, return on investor capital and individual performance.
Return on investor capital is used to assure that a portion of each
executive's total compensation is dependent upon appreciation in the
Company's stock price, to further align the executive's interests with the
interests of the stockholders. Awards are granted only if the specified
performance level is reached or exceeded.
-12-
<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 1999
As a result of the depressed state of the oilfield services industry,
none of the executive officers of the Company, including Mr. Bump, received
a salary increase for 1999. Further, Mr. Bump asked that he not be
considered for a discretionary bonus in respect of 1999 and that he not
be granted any stock options during 1999. As the Company's largest single
individual stockholder, Mr. Bump continues to have strong incentive to
create value for the Company's stockholders.
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 1999 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
Guy E. Waldvogel (Chairman) Guy E. Waldvogel (Chairman)
Melvin F. Spreitzer John H. Williams
John H. Williams James B. Taylor, Jr.
James B. Taylor, Jr.
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
-13-
<PAGE>
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 1999, 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 three members of
the Compensation Committee, Guy E. Waldvogel, John H. Williams and
James B. Taylor, Jr., are non-employee directors of the Company.
Since January 1, 1999, 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 $67,470. This indebtedness bears no interest and the outstanding
balance of such indebtedness as of March 1, 2000, was $28,560. 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, 1999,
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]
-14-
<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, 1999, certain executive officers of the Company have
been indebted to the Company in amounts in excess of $60,000 under various
notes. 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. 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, 2000:
<TABLE>
<CAPTION>
Largest
Amount of Interest
Name Indebtedness Rate
- ---- ------------ ----------
<S> <C> <C>
Larry J. Bump $260,288 0 %
Melvin F. Spreitzer 67,470 0
M. Kieth Phillips 67,470 0
- -CONTINUED-
</TABLE>
<TABLE>
<CAPTION>
Final Outstanding
Maturity Balance at
Name Date March 1, 2000
- ---- ---------------- -------------
<S> <C> <C>
Larry J. Bump October 15, 2000 $ -0-
Melvin F. Spreitzer October 15, 2000 28,560
M. Kieth Phillips March 31, 2000 67,470
</TABLE>
During the third quarter of 1999, the Company attempted to negotiate the
acquisition of the assets of a limited partnership which was then owned by
a group of investors which included Mr. Bump (and members of his immediate
family) and certain entities in which Mr. Leidel has an interest. At that
time, (a) Mr. Bump and members of his immediate family indirectly held a
13.9% interest, in the aggregate, in the limited partnership, (b) Yorktown
Energy Partners, L.P. held a 25.6% interest in the limited partnership,
and (c) Concord Partners, Concord Partners II, L.P. and Concord Partners
Japan Limited indirectly held a 9.1% interest, in the aggregate, in the
limited partnership. Mr. Leidel is an investment manager and general
partner of Yorktown Energy Partners, L.P., Concord Partners and Concord
Partners II, L.P. Mr. Leidel is an investment manager and shareholder of
Concord Partners Japan Limited. The non-employee directors of the Company
(except for Mr. Leidel), together with Messrs. Huber and Spreitzer,
functioned as an informal committee of the Company's Board of Directors
for purposes of considering the potential acquisition. Messrs. Bump and
Leidel did not participate in the committee's deliberations or in
deliberations of the Company's Board of Directors regarding this potential
acquisition. As a part of these efforts, the Company paid to the limited
partnership a non-refundable deposit in the amount of $1.0 million in order
to obtain the exclusive right to negotiate for the purchase of its assets.
Negotiations with respect to this transaction were terminated in September
1999. Subsequently, the assets of the limited partnership were sold to an
unrelated purchaser.
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 1999.
-15-
<PAGE>
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 1999, 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 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 2001
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 2,
2000, 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 2001
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 15, 2001, then the
persons named in the proxies solicited by the Company's Board of Directors
for its 2001 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, 1999, as filed with the Securities and Exchange Commission,
will be furnished without charge to stockholders upon written request to:
Ann M. Tierney, 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,
/S/ John N. Hove
John N. Hove
Secretary
March 31, 2000
Panama City, Panama
-16-
<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 4, 2000
The undersigned hereby appoints L.W. Watson, III, Rogelio de la Guardia
and Francisco Arias G., 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 4th day of May, 2000, at 9:00 a.m.,
local time, at the Hotel Marriott Panama, Calle 52 y Ricardo Arias,
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 AND 2. Please mark
your votes as
indicated in X
this example ---
1. Election of Directors.
Nominees: Peter A. Leidel, Melvin F. Spreitzer and
James B. Taylor, Jr. as Class I 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. Ratification of KPMG Peat Marwick as independent auditors of the Company
for 2000.
--- FOR --- AGAINST --- ABSTAIN
3. 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: , 2000
------------------------
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.
