<PAGE>
Filed Pursuant to Rule 424(b)(3)
SEC File No. 333-96201
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 11, 2000)
1,035,000 Shares
Willbros Group, Inc.
Common Stock
-----------------
The following information supplements, and must be read in
connection with, the information contained in the accompanying
prospectus dated February 11, 2000, relating to up to 1,035,000
presently outstanding shares of our common stock which may be
offered for sale from time to time by the selling stockholders.
This prospectus supplement must be delivered with a copy of the
accompanying prospectus.
The information contained in this prospectus supplement
replaces in its entirety the information provided in the
accompanying prospectus under the caption "Selling Stockholders."
Investing in our common stock involves certain risks which
are described in the section entitled "Risk Factors" beginning on
page 4 of the accompanying prospectus.
--------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
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Prospectus Supplement dated March 31, 2000
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
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<S> <C>
Prospectus Supplement
- ---------------------
Selling Stockholders S-3
Prospectus
- ----------
Where You Can Find More Information 2
About Willbros Group, Inc. 4
Recent Development 4
Risk Factors 4
Forward-Looking Statements 9
Use of Proceeds 10
Selling Stockholders 11
Description of Capital Stock 11
Common Stock 12
Preferred Stock 12
Class A Preferred Stock 12
Stockholder Rights Plan 13
Anti-Takeover Effects of Provisions of Our Articles of
Incorporation and By-laws 14
Transfer Agent and Registrar 15
Plan of Distribution 15
Legal Opinion 16
Experts 16
</TABLE>
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You should rely only on the information incorporated by
reference or provided in this prospectus supplement and the
accompanying prospectus. We have not authorized anyone else to
provide you with different information. We are not making an
offer to sell these shares of common stock or soliciting an offer
to buy these shares of common stock in any state where the offer
or sale is not permitted. You should not assume that the
information in this prospectus supplement and accompanying
prospectus is accurate as of any date other than the date on the
cover page of this prospectus.
S-2
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SELLING STOCKHOLDERS
The following table sets forth information with respect to the
selling stockholders and the shares of our common stock that they
may offer. Except for the transaction described below, none of
the selling stockholders has had a material relationship with us
or any of our subsidiaries within the past three years. The
selling stockholders may from time to time offer and sell any or
all of their shares offered hereby. Because the selling
stockholders are not obligated to sell their shares, and because
the selling stockholders may acquire additional shares of our
common stock in the public market, we cannot estimate the number
of shares that will be beneficially owned by them after
completion of this offering. The table sets forth, to our
knowledge, information about the selling stockholders as of the
date of this prospectus supplement.
<TABLE>
<CAPTION>
Number Percentage
of Shares of Shares
Beneficially of Common Number
Owned Stock Owned of Shares
Name of Prior to Prior to that May be
Selling Stockholder the Offering the Offering Offered
- -------------------- ------------ ------------ -----------
<S> <C> <C> <C>
Curran Holdings, Inc. 753,155 5.38% 698,155
R&P Partners 173,732 1.24 173,732
William R. Phillips 66,134 * 66,134
Paul Gene Rogers 66,134 * 66,134
John E. Allen, Jr. 10,282 * 10,282
J. Alec Mize 10,282 * 10,282
Ralph Pendarvis 10,281 * 10,281
- -------------------
*Less than 1%
</TABLE>
On January 24, 2000, we completed the acquisition of Rogers &
Phillips, Inc., a Delaware corporation. The acquisition was
accomplished by merging a wholly owned subsidiary of Willbros
with and into Rogers & Phillips, with Rogers & Phillips surviving
the merger as a wholly owned subsidiary of Willbros. In the
merger, we issued 1,035,000 shares of our common stock and paid
an aggregate of $1,516,848 in cash to the former stockholders of
Rogers & Phillips. Each of the selling stockholders listed above
is a former stockholder of Rogers & Phillips or is a transferee
of a former stockholder of Rogers & Phillips and has agreed to be
bound by the terms applicable to the former stockholder under the
shelf registration agreement described below.
In connection with our acquisition of Rogers & Phillips, we and
the former stockholders of Rogers & Phillips entered into a shelf
registration agreement. Under the shelf registration agreement,
we agreed to prepare and file a registration statement with the
SEC covering the resale of the 1,035,000 shares. We also agreed
to use our 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, there are any remaining shares that may
not be sold in the open market in the United States without
limitation as to volume or manner of sale restrictions and
without any requirement to file any forms or reports with the SEC
under the Securities Act of 1933, we will use our 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 shelf
registration agreement, the selling stockholders may assign their
rights under the agreement to sell
S-3
<PAGE>
the shares under this prospectus. This prospectus may also be
used by transferees, assignees, distributees and pledgees of the
selling stockholders.
This prospectus, as supplemented hereby, constitutes a part of
the registration statement filed by us as required by the shelf
registration agreement.
S-4
<PAGE>
1,035,000 Shares
Willbros Group, Inc.
Common Stock
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Up to 1,035,000 presently outstanding shares of our common
stock may be offered for sale from time to time by the selling
stockholders named on page 10 of this prospectus. We will not
receive any of the proceeds from the sale of these shares.
Our common stock is traded on the New York Stock Exchange
under the symbol "WG." On February 10, 2000, the last reported
sale price of our common stock on the New York Stock Exchange was
$5.75 per share.
Investing in our common stock involves certain risks which
are described in the section entitled "Risk Factors" beginning on
page 4.
------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
------------------
Prospectus dated February 11, 2000
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C>
Where You Can Find More Information 2
About Willbros Group, Inc. 4
Recent Development 4
Risk Factors 4
Forward-Looking Statements 9
Use of Proceeds 10
Selling Stockholders 11
Description of Capital Stock 11
Common Stock 12
Preferred Stock 12
Class A Preferred Stock 12
Stockholder Rights Plan 13
Anti-Takeover Effects of Provisions of Our Articles
of Incorporation and By-laws 14
Transfer Agent and Registrar 15
Plan of Distribution 15
Legal Opinion 16
Experts 16
</TABLE>
-------------------
You should rely only on the information incorporated by
reference or provided in this prospectus. We have not authorized
anyone else to provide you with different information. This
prospectus is not an offer to sell these shares of common stock
and it is not soliciting an offer to buy these shares of common
stock in any state where the offer or sale is not permitted. You
should not assume that the information in this prospectus is
accurate as of any date other than the date on the cover page of
this prospectus.
--------------------
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. Our SEC filings are available
to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we
file at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. Our common
stock is listed and traded on the New York Stock Exchange. These
reports, proxy statements and other information can also be
inspected and copied at the New York Stock Exchange, 20 Broad
Street, New York, New York.
This prospectus, which constitutes a part of a registration
statement on Form S-3 filed by us with the SEC under the
Securities Act of 1933, omits certain of the information set forth
in the registration statement. Accordingly, you should refer to
the registration statement and its exhibits for further
information with respect to us and our common stock. Copies of
the registration statement and its exhibits are on file at the
offices of the SEC. This prospectus contains statements
concerning documents filed as exhibits. For the complete text of
any of these documents, we refer you to the copy of the document
filed as an exhibit to the registration statement.
The SEC allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important
information to you by referring you to those documents. The
information incorporated by reference is considered to be part of
this prospectus, and information that we file later with the SEC
will automatically update and supersede the information in this
prospectus. We incorporate by
2
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reference the documents listed below and any future filings we make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until all of the shares offered by this prospectus
have been sold or we otherwise terminate the offering of these shares:
- Our Annual Report on Form 10-K for the year ended
December 31, 1998;
- Our Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999, and
September 30, 1999;
- Our Current Report on Form 8-K dated April 1,
1999;
- The description of our common stock contained in
our registration statement on Form 8-A, dated July 19,
1996, including any amendment or report filed before or
after the date of this prospectus for the purpose of
updating the description; and
- The description of our preferred stock purchase
rights contained in our registration statement on
Form 8-A, dated April 9, 1999, including any amendment
or report filed before or after the date of this
prospectus for the purpose of updating the description.
We will provide, without charge, to each person to whom a copy
of this prospectus has been delivered, a copy of any of the
documents referred to above as being incorporated by reference.
You may request a copy of these filings by writing or telephoning
us at the following address:
John N. Hove, General Counsel and Secretary
Willbros USA, Inc.
600 Willbros Place
2431 East 61st Street
Tulsa, Oklahoma 74136-1267
(918) 748-7000
3
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ABOUT WILLBROS GROUP, INC.
We are one of the leading independent contractors serving the
oil and gas industry, providing construction, engineering and
specialty services to industry and government entities worldwide.
We place particular emphasis on projects in developing countries
where we believe our experience gives us a competitive advantage.
Our construction services include the building and replacement of
major pipelines and gathering systems, shallow water pipelay and
maintenance, flow stations, pump stations, gas compressor
stations, gas processing facilities, oil and gas production
facilities, piers, dock facilities and bridges. Our engineering
services include feasibility studies, conceptual and detailed
design, field services, material procurement and overall project
management. Our specialty services include dredging, pipe
coating, pipe double jointing, removal and installation of
flowlines, fabrication of piles and platforms, maintenance and
repair of pipelines, stations and other facilities, pipeline
rehabilitation, general oilfield services and transport of
oilfield equipment, rigs and vessels.
Our principal offices are located at Dresdner Bank Building,
50th Street, 8th Floor, Panama 5, Republic of Panama, and our
telephone number is (50-7) 263-9282. Administrative services are
provided to us by our subsidiary, Willbros USA, Inc., which is
located at 600 Willbros Place, 2431 East 61st Street, Tulsa,
Oklahoma 74136-1267, and its telephone number is (918) 748-7000.
RECENT DEVELOPMENT
On January 24, 2000, we completed the acquisition of Rogers &
Phillips, Inc., a Delaware corporation. The acquisition was
accomplished by merging a wholly owned subsidiary of Willbros with
and into Rogers & Phillips, with Rogers & Phillips surviving as a
wholly owned subsidiary of Willbros. In the merger, we issued to
Rogers & Phillips stockholders 1,035,000 shares of our common
stock and paid to those stockholders an aggregate of $1,516,848 in
cash.
Rogers & Phillips provides a full range of construction services
for pipeline operating companies, including station and piping
projects in congested urban areas and inside plants, as well as
cross-country pipelines.
RISK FACTORS
An investment in our common stock involves a number of risks.
You should carefully consider the following risk factors, together
with all other information contained in this prospectus and the
documents incorporated by reference, before you decide to acquire
any shares of our common stock. Each of these risk factors could
adversely affect our business, results of operations and financial
condition, as well as adversely affect the value of an investment
in our common stock.
Our Business is Highly Dependent Upon the Oil and Gas Industry
The demand for our services depends largely on the conditions
prevailing in the international oil and gas industry, and
specifically the level of capital expenditures of major
international oil and gas companies. As a result, our business
and results of operations may be adversely affected during periods
of reduced activity in the oil and gas industry. There are
numerous factors beyond our control that influence the level of
capital expenditures of oil and gas companies, including:
- current and projected oil and gas prices;
- exploration, production and transportation costs;
- the discovery rate of new oil and gas reserves;
- the sale and expiration dates of leases and concessions;
- local and international political and economic conditions;
4
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- the ability or willingness of host country government
entities to fund their budgetary commitments;
- technological advances; and
- the abilities of oil and gas companies to generate and access
capital.
Our Business May Be Susceptible to Fluctuating Revenues and Cash Flow
We are dependent upon major construction projects to enhance our
revenues and cash flow. The availability of these types of
projects is dependent upon the condition of the oil and gas
industry. Our failure to obtain major projects, the delay in
awards of major projects, the cancellation of major projects or
delays in completion of contracts are factors that could result in
the under-utilization of our resources, which would have an
adverse impact on our revenues and cash flow.
We May Be Adversely Affected by a Concentration of Business in a
Particular Country
Due to a limited number of major projects worldwide, we may, at
any one time, have a substantial portion of our resources
dedicated to one country. Therefore, our results of operations are
susceptible to adverse events beyond our control which may occur
in a particular country in which our business may be concentrated.
For the last three years, our contract revenues were generated in
the following countries:
<TABLE>
<CAPTION>
Percentage of Contract Revenues
For the Year Ended December 31,
-------------------------------
Country 1998 1997 1996
----- ---- ---- ----
<S> <C> <C> <C>
United States 33% 31% 17%
Venezuela 26 13 10
Nigeria 17 30 44
Indonesia 9 11 *
Oman 6 9 12
Ivory Coast 5 - -
Pakistan 3 6 17
Others * * *
------------------
*less than 1%.
</TABLE>
Operating profit attributable to projects in Africa accounted for
115%, 132% and 120% of total operating profit in the years 1998,
1997 and 1996, respectively. At December 31, 1998, approximately
35% of the Company's property, plant and equipment was located in
Nigeria, 28% in Venezuela and 16% in the United States. Our
operations and assets are subject to various risks inherent in
conducting business in these countries.
Our Business is Dependent on a Limited Number of Key Clients
We operate primarily in a single operating segment in the oil
and gas industry, providing construction, engineering and
specialty services to a limited number of clients. Much of our
success depends on developing and maintaining relationships with
our major clients and obtaining a share of contracts from these
clients. The loss of any of our major clients could have a
material adverse affect on our operations. Our ten largest
clients were responsible for 78% of our revenues in 1998, 74% of
our revenues in 1997 and 82% of our revenues in 1996.
5
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Our Significant International Operations Are Subject To Political
and Economic Risks of Developing Countries
We have substantial operations and assets in developing
countries in Africa, Asia, the Middle East and South America.
Accordingly, we are subject to risks which ordinarily would not be
expected to exist in the United States, Canada, Japan or western
Europe. Some of these risks include:
- foreign currency restrictions;
- extreme exchange rate fluctuations;
- expropriation of assets;
- civil uprisings and riots;
- availability of suitable personnel and equipment;
- termination of existing contracts;
- government instability; and
- legal systems of decrees, laws, regulations, interpretations
and court decisions which are not always fully developed and
which may be retroactively applied.
Our operations in developing countries may be adversely affected
in the event any governmental agencies in these countries
interpret laws, regulations or court decisions in a manner which
might be considered inconsistent or inequitable in the United
States, Canada, Japan or western Europe. We may be subject to
unanticipated taxes including income taxes, excise duties, import
taxes, export taxes, sales taxes or other governmental assessments
which could have a material adverse effect on our results of
operations for any quarter or year.
Given the unpredictable nature of the risks described in the
preceding paragraph, there is no assurance that these risks will
not result in a loss of business which could have a material
adverse effect on our results of operations. We have attempted to
mitigate the risks of doing business in developing countries by:
- separately incorporating our operations in many of these
countries;
- working with local partners in these countries;
- contracting whenever possible with major international oil
and gas companies;
- obtaining sizeable down payments or securing payment
guarantees;
- entering into contracts providing for payment in U.S. dollars
instead of the local currency whenever possible;
- maintaining reserves for credit losses;
- maintaining insurance on equipment against political risks
and terrorism;
- limiting our capital investment in each country; and
- retaining local advisors to assist us in interpreting the
laws, practices and customs of the countries in which we
operate.
From time to time, international oil companies operating in
Nigeria, including one of our major clients, have expressed
concern over the Nigerian government's tardiness in meeting its
payment obligations and have threatened to reduce their planned
investments, and/or cut production, in Nigeria. In addition,
indecision by the Nigerian government over agreeing to budget
expenditure plans for oil companies involved in joint ventures
with the Nigerian National Petroleum Corporation may also lead
these companies to curtail their planned investments in Nigeria.
Any reduction in the level of investment or production could
reduce the amount of contract work awarded in Nigeria which could
materially adversely affect our business and results of
operations. We cannot predict whether any actions will be taken in
the future and, if taken, the extent to which any of these actions
would impact our current or future prospects in Nigeria.
6
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We Are Dependent Upon the Services of Our Senior Management
Our success depends heavily on the continued services of our
senior management. We cannot be certain that any of these
individuals will continue in their capacity for any particular
period of time. The loss or interruption of services provided by
one or more of our senior officers could adversely affect our
results of operations. Furthermore, we cannot assure you that we
will continue to attract and retain sufficient qualified
personnel.
Our Dependence Upon Fixed Price Contracts Could Adversely Affect
Our Operating Results
A substantial portion of our projects are currently performed on
a fixed-price basis, although some projects are performed on a
cost-plus or day-rate basis or some combination of the foregoing.
We attempt to cover increased costs resulting from anticipated
changes in labor, material and service costs of long-term
contracts either through an estimation of these anticipated
changes, which is reflected in the original price, or through
price adjustment clauses. Despite these attempts, however, the
revenue, cost and gross profit realized on a fixed-price contract
will often vary from the estimated amounts because of unforeseen
conditions or changes in job conditions and variations in labor
and equipment productivity over the term of the contract. These
variations and the risks generally inherent in construction may
result in the actual gross profits realized being different from
those originally estimated and in reduced profitability or losses
on projects. Depending on the size of a project, these variations
from estimated contract performance could have a significant
effect on our operating results for any quarter or year. In
general, turn-key contracts to be performed on a fixed-price basis
involve an increased risk of significant variations. This is a
result of the long-term nature of these contracts and the inherent
difficulties in estimating costs and of the interrelationship of
the integrated services to be provided under these contracts
whereby unanticipated costs or delays in performing part of the
contract can have compounding effects by increasing costs of
performing other parts of the contract.
Percentage-Of-Completion Method of Accounting for Contract
Revenues May Result in Material Adjustments Adversely Affecting
Our Operating Results
Our contract revenues are recognized using the percentage-of-
completion method. Under this method, estimated contract revenues
are accrued based generally on the percentage that costs to date
bear to total estimated costs, taking into consideration physical
completion. Estimated contract losses are recognized in full when
determined. Accordingly, contract revenues and total cost
estimates are reviewed and revised periodically as the work
progresses and as change orders are approved, and adjustments
based upon the percentage of completion are reflected in contract
revenues in the period when these estimates are revised. These
estimates are based on management's reasonable assumptions and our
historical experience, and are only estimates. Variation of
actual results from these assumptions or our historical experience
could be material. To the extent that these adjustments result in
an increase, a reduction or an elimination of previously reported
contract revenues, we would recognize a credit or a charge against
current earnings, which could be material.
Our Operations Are Subject to a Number of Operational Risks
Our business operations include pipeline construction, dredging,
pipeline rehabilitation services, marine support services and the
operation of vessels and heavy equipment. These operations
involve a high degree of operational risk. Natural disasters,
adverse weather conditions, collisions and operator or
navigational error could cause personal injury or loss of life,
severe damage to and destruction of property, equipment and the
environment and suspension of operations. In locations where we
perform work with equipment that is owned by others, our continued
use of the equipment can be subject to unexpected or arbitrary
interruption or termination. The occurrence of any of these events
could result in work stoppage, loss of revenue, casualty loss,
increased costs and significant liability to third parties.
Litigation arising from the occurrence of any of these events
could result in our being named as a defendant in lawsuits
asserting substantial claims.
7
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We maintain risk management and safety programs to mitigate the
effects of loss or damage. These programs have historically
resulted in favorable loss ratios and cost savings. While we
maintain the insurance protection we deem prudent, there can be no
assurance that our insurance will be sufficient or effective under
all circumstances or against all hazards to which we may be
subject. An enforceable claim for which we are not fully insured
could have a material adverse effect on our financial condition
and results of operations. Moreover, we cannot assure you that we
will be able to maintain adequate insurance in the future at rates
that we consider reasonable.
Governmental Regulations Could Adversely Affect Our Business
Many aspects of our operations are subject to governmental
regulations in the countries in which we operate, including those
relating to currency conversion and repatriation, taxation of our
earnings and earnings of our personnel, and our use of local
employees and suppliers. In addition, we depend on the demand for
our services from the oil and gas industry and, therefore, our
business is affected by changing taxes, price controls and laws
and regulations relating to the oil and gas industry generally.
The adoption of laws and regulations by the countries in which we
operate for the purpose of curtailing exploration and development
drilling for oil and gas for economic and other policy reasons,
could adversely affect our operations by limiting demand for our
services.
Our operations are also subject to the risk of changes in
foreign and domestic laws and policies which may impose
restrictions on our business, including trade restrictions, which
could have a material adverse effect on our operations. Other
types of government regulation which could, if enacted or
implemented, adversely affect our operations include expropriation
or nationalization decrees, confiscatory tax systems, primary or
secondary boycotts directed at specific countries or companies,
embargoes, extensive import restrictions or other trade barriers,
mandatory sourcing rules and unrealistically high labor rate and
fuel price regulation. We cannot determine to what extent our
future operations and earnings may be affected by new legislation,
new regulations or changes in, or new interpretations of, existing
regulations.
Our Operations Expose Us to Potential Environmental Liabilities
Our operations are subject to numerous environmental protection
laws and regulations which are complex and stringent. We regularly
perform work in and around sensitive environmental areas such as
rivers, lakes and wetlands. Significant fines and penalties may be
imposed for non-compliance with environmental laws and
regulations, and some environmental laws provide for joint and
several strict liability for remediation of releases of hazardous
substances, rendering a person liable for environmental damage,
without regard to negligence or fault on the part of such person.
In addition to potential liabilities that may be incurred in
satisfying these requirements, we may be subject to claims
alleging personal injury or property damage as a result of alleged
exposure to hazardous substances. These laws and regulations may
expose us to liability arising out of the conduct of operations or
conditions caused by others, or for the acts of ours which were in
compliance with all applicable laws at the time these acts were
performed. We are currently not aware of any non-compliance with
any environmental law that could have a material adverse effect on
our business or operations.
Highly Competitive Industry Could Impede Growth
We operate in a highly competitive environment. We compete
against government-owned or supported companies and other
companies that have substantially greater financial and other
resources than we do. In certain markets, there is competition
from national and regional firms against which we may not be price
competitive.
Our Operating Results Could be Adversely Affected If Our
Non-U.S. Operations Became Taxable in the United States
We are incorporated in Panama and are not a "controlled foreign
corporation" for purposes of U.S. tax law. Our charter contains
restrictions, subject to the determination by our Board of
Directors in good faith
8
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and in its sole discretion, on any transfer of shares of common stock
which would make us a "controlled foreign corporation" under U.S. tax law.
Moreover, we and our non-U.S. subsidiaries carry out our activities
in a manner which we believe, based upon the advice of our counsel, does
not constitute the conduct of a trade or business in the United
States. Accordingly, although we report taxable income and pay
taxes in the countries where we operate, we believe, based upon
our counsel's advice, that income earned by us and our non-U.S.
subsidiaries from operations outside the United States is not
reportable in the United States for tax purposes and is not
subject to U.S. income tax. If income earned, currently or
historically, by us or our non-U.S. subsidiaries from operations
outside the United States constituted income effectively connected
to a United States trade or business, and as a result became
taxable in the United States, we could be subject to U.S. taxes on
a basis significantly more adverse than generally would apply to
these business operations. In this event, our consolidated
operating results could be materially and adversely affected.
Our Stockholder Rights Plan, Articles of Incorporation and By-Laws
May Inhibit a Takeover, Which May Adversely Affect the Performance
of Our Stock
Our stockholder rights plan and provisions of our articles of
incorporation and by-laws may discourage unsolicited takeover
proposals or make it more difficult for a third party to acquire
us, which may adversely affect the price that investors might be
willing to pay for our common stock. For example, our articles of
incorporation and by-laws provide for a classified board of
directors, restrict the ability of stockholders to take action by
written consent, authorize the board of directors to designate the
terms of and issue new series of preferred stock and provide for
restrictions on the transfer of any shares of common stock to prevent
us from becoming a "controlled foreign corporation" under
United States tax law. We have also adopted a stockholder rights
plan which gives holders of common stock the right to purchase
additional shares of our capital stock if a potential acquirer
purchases or announces a tender or exchange offer to purchase 15%
or more of our outstanding common stock.
Our Stock Price May Be Volatile
The market price of our common stock could be subject to
significant fluctuations in response to variations in operating
results, conditions in the oil and gas industry and other factors.
In addition, the stock market has in recent years experienced
significant price and volume fluctuations. These fluctuations
often have been unrelated to the operating performance of the
specific companies whose stocks are traded. Broad market
fluctuations, as well as general economic conditions such as a
recessionary period or high interest rates, may adversely affect
the market price of our common stock.
Year 2000 Risks Could Adversely Affect Our Operations
Failure by us, our customers, our suppliers or other third parties
to become Year 2000 compliant on a timely basis could result in a
material disruption of our business activities or operations. As
of the date of this prospectus, we have not experienced any
significant Year 2000 problems. However, due to the uncertainty
regarding Year 2000 compliance on the part of third parties, it is
possible that Year 2000 problems could have an adverse impact on our
business and results of operations.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference
include "forward-looking statements" about our financial
condition, results of operations, business and industry. All
statements, other than statements of historical facts, included or
incorporated by reference in this prospectus, which address
activities, events or developments which we expect or anticipate
will or may occur in the future are forward-looking statements.
The words "believe," "intend," "expect," "anticipate,"
"project," "estimate," "predict" and similar expressions are
also intended to identify forward-looking statements.
These forward-looking statements include, among others:
9
<PAGE>
- our Year 2000 plans;
- the amount and nature of future capital
expenditures;
- demand for our services;
- the amount and nature of future investments by
foreign and domestic governments;
- expansion and other development trends of the oil
and gas industry;
- business strategy; and
- expansion and growth of our business and
operations.
These statements are based on assumptions and analyses made by
us in light of our experience and our perception of historical
trends, current conditions and expected future developments as
well as other factors we believe are appropriate in the
circumstances. However, whether actual results and developments
will conform with our expectations and predictions is subject to a
number of risks and uncertainties which could cause actual results
to differ materially from our expectations, including:
- the risk factors discussed in this prospectus and
in the documents we incorporate by reference;
- general economic, market or business conditions;
- the nature or lack of business opportunities that
may be presented to and pursued by us;
- changes in laws or regulations; and
- other factors, most of which are beyond our
control.
Consequently, all of the forward-looking statements made in this
prospectus and in the documents we incorporate by reference are
qualified by these cautionary statements. Because these forward-
looking statements are subject to risks and uncertainties, there
is no assurance that the actual results or developments
anticipated by us will be realized or, even if substantially
realized, that they will have the expected consequences to or
effects on us or our business or operations. You are cautioned
not to place undue reliance on the forward-looking statements,
which speak only as of the date of this prospectus or, in the
case of documents incorporated by reference, as of the date
of the document. We assume no obligation to update publicly any
of these forward-looking statements, whether as a result of new
information, future events or otherwise.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares
of common stock offered by this prospectus.
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SELLING STOCKHOLDERS
The following table sets forth information with respect to the
selling stockholders and the shares of our common stock that they
may offer under this prospectus. Except for the transaction
described below, neither of the selling stockholders has had a
material relationship with us or any of our subsidiaries within
the past three years. The selling stockholders may from time to
time offer and sell any or all of their shares offered by this
prospectus. Because the selling stockholders are not obligated to
sell their shares, and because the selling stockholders may
acquire additional shares of our common stock in the public
market, we cannot estimate the number of shares that will be
beneficially owned by them after completion of this offering. The
table sets forth, to our knowledge, information about the selling
stockholders as of the date of this prospectus.
<TABLE>
<CAPTION>
Number of Percentage
Shares of Shares of Number of
Beneficially Common Stock Shares that
Name of Selling Owned Prior to Owned Prior to May be
Stockholder the Offering the Offering Offered
- ----------- ------------ ------------ -------
<S> <C> <C> <C>
RPH, Inc. 698,154 4.99% 698,154
R&P Partners 336,846 2.41 336,846
</TABLE>
On January 24, 2000, we completed the acquisition of Rogers &
Phillips, Inc., a Delaware corporation. The acquisition was
accomplished by merging a wholly owned subsidiary of Willbros with
and into Rogers & Phillips, with Rogers & Phillips surviving the
merger as a wholly owned subsidiary of Willbros. In the merger,
we issued 1,035,000 shares of our common stock to the selling
stockholders, as former stockholders of Rogers & Phillips, and
paid an aggregate of $1,516,848 in cash to those stockholders.
In connection with our acquisition of Rogers & Phillips, we and
the selling stockholders entered into a shelf registration
agreement. Under the shelf registration agreement, we agreed to
prepare and file a registration statement with the SEC covering
the resale of the 1,035,000 shares. We also agreed to use our
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
selling stockholders are not able 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, we will use our 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 shelf registration
agreement, the selling stockholders may assign their rights under
the agreement to sell the shares under this prospectus.
This prospectus constitutes a part of the registration statement
filed by us as required by the shelf registration agreement.
DESCRIPTION OF CAPITAL STOCK
We have 36,362,000 authorized shares of capital stock,
consisting of (a) 35,000,000 shares of common stock, par value
$.05 per share; (b) 362,000 shares of preferred stock, par value
$100.00 per share; and (c) 1,000,000 shares of Class A preferred
stock, par value $.01 per share.
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Common Stock
As of December 31, 1999, 12,948,082 shares of our common stock
were outstanding. All of the outstanding shares of our common
stock are fully paid and nonassessable. The holders of our common
stock are entitled to one vote for each share of common stock held
on all matters voted upon by stockholders, including the election
of directors. Holders of our common stock have no right to
cumulate their votes in the election of directors. Subject to the
rights of any then-outstanding shares of our preferred stock, the
holders of our common stock are entitled to receive dividends as
may be declared in the discretion of the Board of Directors out of
funds legally available for the payment of dividends.
The holders of our common stock are entitled to share equally
and ratably in our net assets upon a liquidation or dissolution
after we pay or provide for all liabilities, subject to any
preferential liquidation rights of any preferred stock that at the
time may be outstanding. The holders of our common stock have no
preemptive, subscription, conversion or redemption rights. There
are no governmental laws or regulations in the Republic of Panama
affecting the remittance of dividends, interest and other payments
to our nonresident stockholders so long as we continue not to
engage in business in the Republic of Panama.
Our articles of incorporation contain restrictions, subject to
the determination by the Board of Directors in good faith and in
its sole discretion, on the transfer of any shares of our common
stock in order to prevent us from becoming a "controlled foreign
corporation" under United States tax law. See "-Anti-Takeover
Effects of Provisions of Our Articles of Incorporation and By-
laws."
Preferred Stock
As of the date of this prospectus, there were no outstanding
shares of preferred stock. The shares of preferred stock have the
terms currently specified in our articles of incorporation. Due
to the designated terms of the preferred stock, we do not intend
to issue any shares of preferred stock in the future.
Class A Preferred Stock
As of the date of this prospectus, there were no outstanding
shares of Class A preferred stock. Class A preferred stock may be
issued from time to time in one or more series, and the Board of
Directors, without further approval of the stockholders, is
authorized to fix the dividend rates and terms, conversion rights,
voting rights, redemption rights and terms, liquidation
preferences, sinking fund and any other rights, preferences,
privileges and restrictions applicable to each series of Class A
preferred stock.
The purpose of authorizing the Board of Directors to determine
these rights, preferences, privileges and restrictions is to
eliminate delays associated with a stockholder vote on specific
issuances. The issuance of Class A preferred stock, while
providing flexibility in connection with possible acquisitions and
other corporate purposes, could:
- decrease the amount of earnings and assets
available for distribution to holders of common stock;
- adversely affect the rights and powers, including
voting rights, of holders of common stock; and
- have the effect of delaying, deferring or
preventing a change in control.
For example, the Board of Directors, with its broad power to
establish the rights and preferences of authorized but unissued
Class A preferred stock, could issue one or more series of Class A
preferred stock entitling holders to vote separately as a class on
any proposed merger or consolidation, to convert Class A preferred
stock into a larger number of shares of common stock or other
securities, to demand redemption at a specified price under
prescribed circumstances related to a change in control, or to
exercise other rights designed to impede a takeover.
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<PAGE>
Stockholder Rights Plan
On April 1, 1999, our Board of Directors approved a rights
agreement with ChaseMellon Shareholder Services, L.L.C., as rights
agent, and declared a dividend of one preferred share purchase
right ("Right") for each outstanding share of common stock. Each
Right, when it becomes exercisable, entitles its registered holder
to purchase one one-thousandth of a share of Series A junior
participating preferred stock ("Series A preferred stock") at a
price of $30 per one one-thousandth of a share.
The Rights are attached to and trade with shares of our common
stock. Currently, the Rights are not exercisable and there are no
separate certificates representing the Rights. If the Rights
become exercisable, we will distribute separate Rights
certificates. Until that time and as long as the Rights are
outstanding, any transfer of shares of our common stock will also
constitute the transfer of the Rights associated with those common
shares. The Rights will expire on April 15, 2009, unless we
redeem or exchange the Rights before that date.
The Rights will become exercisable upon the earlier to occur of:
- the public announcement that a person or group of persons has
acquired 15% or more of our common stock, except in connection
with an offer approved by our Board of Directors; or
- 10 days, or a later date determined by our Board of
Directors, after the commencement of, or announcement of an
intention to commence, a tender or exchange offer that would result
in a person or group of persons acquiring 15% or more of our common
stock.
If any person or group of persons acquire 15% or more of our
common stock, except in connection with an offer approved by our
Board of Directors, each holder of a Right, except the acquiring
person or group, will have the right, upon exercise of the Right,
to receive that number of shares of our common stock or Series A
preferred stock having a value equal to two times the exercise
price of the Right.
In the event that any person or group acquires 15% or more of
our common stock and either (a) we are acquired in a merger or
other business combination in which the holders of all of our
common stock immediately prior to the transaction are not the
holders of all of the surviving corporation's voting power or (b)
more than 50% of our assets or earning power is sold or
transferred, then each holder of a Right, except the acquiring
person or group, will have the right, upon exercise of the Right,
to receive common shares of the acquiring company having a value
equal to two times the exercise price of the Right.
The Rights are redeemable in whole, but not in part, by action
of the Board of Directors at a price of $.005 per Right prior to
the earlier to occur of a person or group acquiring 15% of our
common stock or the expiration of the Rights. Following the
public announcement that a person or group has acquired 15% of our
common stock, the Rights are redeemable in whole, but not in part,
by action of the Board of Directors at a price of $.005 per Right,
provided the redemption is in connection with a merger or other
business combination involving our company in which all the
holders of our common stock are treated alike and which does not
involve the acquiring person or its affiliates.
In the event shares of Series A preferred stock are issued upon
the exercise of the Rights, holders of the Series A preferred
stock will be entitled to receive, in preference to holders of
common stock, a quarterly dividend payment in an amount per share
equal to the greater of (a) $10 or (b) 1,000 times the dividend
declared per share of common stock. The Series A preferred stock
dividends are cumulative but do not bear interest. Shares of
Series A preferred stock are not redeemable. In the event of
liquidation, the holders of the Series A preferred stock will be
entitled to a minimum preferential liquidation payment of $1,000
per share; thereafter, and after the holders of the common stock
receive a liquidation payment of $1.00 per share, the holders of
the Series A preferred stock and the holders of the common stock
will share the remaining assets in the ratio of 1,000 to 1 (as
adjusted) for each share of Series A preferred stock and common
stock so held, respectively. In the event of any merger,
consolidation or other transaction in which the shares of common
stock are exchanged, each share of Series A preferred stock
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<PAGE>
will be entitled to receive 1,000 times the amount received per
share of common stock. These rights are protected by antidilution
provisions.
Each share of Series A preferred stock will have 1,000 votes,
voting together with the common stock. In the event that the
amount of accrued and unpaid dividends on the Series A preferred
stock is equivalent to six full quarterly dividends or more, the
holders of the Series A preferred stock shall have the right,
voting as a class, to elect two directors in addition to the
directors elected by the holders of the common stock until all
cumulative dividends on the Series A preferred stock have been
paid through the last quarterly dividend payment date or until
non-cumulative dividends have been paid regularly for at least one
year.
The stockholder rights plan is designed to deter coercive
takeover tactics that attempt to gain control of our company
without paying all stockholders a fair price. The plan
discourages hostile takeovers by effectively allowing our
stockholders to acquire shares of our capital stock at a discount
following a hostile acquisition of a large block of our
outstanding common stock and by increasing the value of
consideration to be received by stockholders in specified
transactions following an acquisition.
Anti-Takeover Effects of Provisions of Our Articles of
Incorporation and By-laws
Our articles of incorporation, as amended and restated, and our
restated by-laws contain provisions that might be characterized as
anti-takeover provisions. These provisions may deter or render
more difficult proposals to acquire control of our company,
including proposals a stockholder might consider to be in his or
her best interest, impede or lengthen a change in membership of
the Board of Directors and make removal of our management more
difficult.
Classified Board of Directors; Removal of Directors;
Advance Notice Provisions for Stockholder Nominations
Our articles of incorporation provide for the Board of Directors
to be divided into three classes of directors serving staggered
three-year terms, with the numbers of directors in the three
classes to be as nearly equal as possible. Any director may be
removed from office but only for cause and only by the affirmative
vote of a majority of the then outstanding shares of stock
entitled to vote on the matter. Any stockholder wishing to submit
a nomination to the Board of Directors must follow the procedures
outlined in our articles of incorporation. Any proposal to amend
or repeal the provisions of our articles of incorporation relating
to the matters contained above in this paragraph requires the
affirmative vote of the holders of 75 percent or more of the
outstanding shares of stock entitled to vote on the matter.
Unanimous Consent of Stockholders Required for Action by Written
Consent
Under our restated by-laws, stockholder action may be taken
without a meeting only by unanimous written consent of all of our
stockholders.
Issuance of Preferred Stock
As described above, our articles of incorporation authorize a
class of undesignated Class A preferred stock consisting of
1,000,000 shares. Class A preferred stock may be issued from time
to time in one or more series, and the Board of Directors, without
further approval of the stockholders, is authorized to fix the
rights, preferences, privileges and restrictions applicable to
each series of Class A preferred stock. The purpose of authorizing
the Board of Directors to determine these rights, preferences,
privileges and restrictions is to eliminate delays associated with
a stockholder vote on specific issuances. The issuance of Class A
preferred stock, while providing flexibility in connection with
possible acquisitions and other corporate purposes, could, among
other things, adversely affect the voting power of the holders of
our common stock and, under certain circumstances, make it more
difficult for a third party to gain control of our company.
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<PAGE>
Restrictions on Transfer of Common Stock
Our articles of incorporation provide for restrictions on the
transfer of any shares of our common stock to prevent us from
becoming a "controlled foreign corporation" under United States
tax law. Any purported transfer, including without limitation a
sale, gift, assignment, devise or other disposition of common
stock, which would result in a person or persons becoming the
beneficial owner of 10% or more of the issued and outstanding shares of
our common stock, is subject to a determination by our Board of
Directors in good faith, in its sole discretion, that the
transfer would not in any way, directly or indirectly, affect our
status as a non-controlled foreign corporation. The transferee or
transferor to be involved in a proposed transfer must give written
notice to our Secretary not less than 30 days prior to the
proposed transfer. In the event of an attempted transfer in
violation of the provisions of our articles of incorporation
relating to the matters contained in this paragraph, the purported
transferee will acquire no rights whatsoever in the transferred
shares of common stock. Nothing in this provision, however,
precludes the settlement of any transactions entered
into through the facilities of the New York Stock Exchange. If the
Board of Directors determines that a transfer has taken place in
violation of these restrictions, the Board of Directors may take
any action it deems advisable to refuse to give effect to or to
prevent the transfer, including instituting judicial proceedings
to enjoin the transfer.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is
ChaseMellon Shareholder Services, L.L.C.
PLAN OF DISTRIBUTION
We are registering the shares offered under this prospectus on
behalf of the selling stockholders. As used in this prospectus,
the term "selling stockholders" includes donees, pledgees,
transferees or other successors-in-interest selling shares
received from a selling stockholder after the date of this
prospectus. The selling stockholders will act independently of us
in making decisions with respect to the timing, manner and size of
each sale.
The selling stockholders may sell their shares from time to time
in one or more types of transactions (which may include block
transactions) on the New York Stock Exchange, in the
over-the-counter market, in negotiated transactions, through put
or call options transactions relating to the shares, through short
sales of shares, or a combination of these methods of sale, at
market prices prevailing at the time of sale, at negotiated
prices, or at varying prices determined at the time of sale.
These transactions may or may not involve brokers or dealers.
The selling stockholders have advised us that they have
not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of
their shares, nor is there an underwriter or coordinating broker
acting in connection with the proposed sale of shares by the
selling stockholders.
The selling stockholders may sell their shares directly to
purchasers or to or through broker-dealers, which may act as
agents or principals. These broker-dealers may receive
compensation in the form of discounts, concessions, or commissions
from the selling stockholders and/or the purchasers of shares for
whom these broker-dealers may act as agents or to whom they sell
as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The selling stockholders also may resell any of their shares
that qualify for sale under Rule 144 in open market transactions
pursuant to Rule 144 under the Securities Act of 1933, rather than
pursuant to this prospectus.
The selling stockholders and any broker-dealers that act in
connection with the sale of their shares might be deemed to be
"underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, and any commissions received by these
broker-dealers and any profit on the resale of the shares sold by
them while acting as principals might be deemed to be underwriting
discounts or commissions under the
15
<PAGE>
Securities Act of 1933. We have agreed to indemnify the
selling stockholders against certain liabilities, including
liabilities arising under the Securities Act of 1933. The
selling stockholders may agree to indemnify any agent, dealer
or broker-dealer that participates in transactions involving
sales of their shares against certain liabilities, including
liabilities arising under the Securities Act of 1933.
Because the selling stockholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, the selling stockholders will be subject
to the prospectus delivery requirements of the Securities Act
of 1933, which may include delivery through the facilities of the
New York Stock Exchange pursuant to Rule 153 under the Securities
Act of 1933. We have informed the selling stockholders that the
anti-manipulative provisions of Regulation M promulgated under the
Securities Exchange Act of 1934 may apply to their sales in
the market.
Upon notification to us by a selling stockholder that any
material arrangement has been entered into with a broker-dealer
for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a
broker or dealer, a supplement to this prospectus will be filed,
if required, pursuant to Rule 424(b) under the Securities Act of
1933, disclosing:
- the name of the selling stockholder and of the
participating broker-dealer(s);
- the number of shares involved;
- the price at which the shares were sold;
- the commissions paid or discounts or concessions
allowed to the broker-dealer(s), where applicable;
- that the broker-dealer(s) did not conduct any
investigation to verify the information set out or
incorporated by reference in this prospectus; and
- any other facts material to the transaction.
We will pay all the costs, expenses and fees related to the
registration of the shares offered by this prospectus. The
selling stockholders will be responsible for the payment of any
brokerage commissions, underwriting fees or discounts or fees or
expenses of counsel or advisors attributable to the sale of the
shares.
LEGAL OPINION
Arias, Fabrega & Fabrega, Panama City, Republic of Panama, as
our counsel, will issue an opinion for us regarding the validity
of the shares of common stock offered by this prospectus.
EXPERTS
Our consolidated financial statements as of December 31, 1998
and 1997, and for each of the years in the three-year period ended
December 31, 1998, have been incorporated by reference in this
prospectus in reliance upon the report of KPMG, independent certified
public accountants, incorporated by reference in this prospectus
and upon the authority of said firm as experts in accounting and
auditing.
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