<PAGE>
As filed with the Securities and Exchange Commission
on February 4, 2000.
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
WILLBROS GROUP, INC.
(Exact name of registrant as specified in its charter)
Republic of Panama 98-0160660
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Dresdner Bank Building
50th Street, 8th Floor
P. O. Box 850048
Panama 5, Republic of Panama
(50-7) 263-9282
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
LARRY J. BUMP
Chairman of the Board and Chief Executive Officer
Dresdner Bank Building
50th Street, 8th Floor
P. O. Box 850048
Panama 5, Republic of Panama
(50-7) 263-9282
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
ROBERT A. CURRY
Conner & Winters,
A Professional Corporation
3700 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103-4344
(918) 586-5711
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Approximate Date of Commencement of Proposed Sale to the
Public: From time to time after this Registration Statement
becomes effective.
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If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans,
please check the following box.
-----
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. X
-----
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act of
1933, check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering.
-----
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
-----
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box.
-----
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed Proposed
maximum maximum
Title of each Amount offering aggregate Amount of
class of securities to be price per offering registration
to be registered registered share(1) price(1) fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.05
par value)(2) 1,035,000 shares $ 5.875 $6,080,625 $ 1,605.30
=============================================================================
(1) Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457(c) on the basis of the average of
the high and low sales prices reported on the New York Stock
Exchange on February 1, 2000.
(2) Each share of common stock is accompanied by a preferred
share purchase right pursuant to the Rights Agreement, dated
April 1, 1999, with ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent.
</TABLE>
-----------------
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
=============================================================================
<PAGE>
The information in this prospectus is not complete and may be
changed. The selling stockholders may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 4, 2000
1,035,000 Shares
Willbros Group, Inc.
Common Stock
------------------
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 3, 2000, the last reported
sale price of our common stock on the New York Stock Exchange was
$5.8125 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 , 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 10
Description of Capital Stock 11
Common Stock 11
Preferred Stock 11
Class A Preferred Stock 11
Stockholder Rights Plan 12
Anti-Takeover Effects of Provisions of Our Articles
of Incorporation and By-laws 13
Transfer Agent and Registrar 14
Plan of Distribution 14
Legal Opinion 15
Experts 15
</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 reference the documents listed
below and any future filings we make with the SEC under Sections
13(a),
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<PAGE>
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
<PAGE>
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
<PAGE>
- 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.
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:
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<PAGE>
- 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.
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
6
<PAGE>
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.
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.
7
<PAGE>
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 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
8
<PAGE>
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:
- 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
9
<PAGE>
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.
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.
10
<PAGE>
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.
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.
11
<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 will
be entitled to receive 1,000 times the amount received per share
of common stock. These rights are protected by antidilution
provisions.
12
<PAGE>
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.
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
13
<PAGE>
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 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
14
<PAGE>
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.
In addition, upon notification to us by a selling stockholder that
a donee or pledgee intends to sell more than 500 shares, a
supplement to this prospectus will be filed.
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 Peat Marwick,
independent certified public accountants, incorporated by reference
in this prospectus and upon the authority of said firm as experts in
accounting and auditing.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
All amounts, which are payable by the Registrant, except the SEC
registration fee, are estimates.
<TABLE>
<S> <C>
SEC registration fee $ 1,605
Printing and copying expenses 500
Legal fees and expenses 10,000
Accounting fees and expenses 5,000
Miscellaneous 895
-------
Total $18,000
</TABLE>
Item 15. Indemnification of Directors and Officers.
Article 64 of the General Corporation Law of Panama (the "PGCL")
provides that directors shall be liable to creditors of the
Registrant for authorizing a dividend or distribution of assets
with knowledge that such payments impair the Registrant's capital
or for making a false report or statement in any material respect.
In addition, Article 444 of the Panama Code of Commerce
("Article 444") provides that directors are not personally liable
for the Registrant's obligations, except for liability to the
Registrant and third parties for the effectiveness of the payments
to the Registrant made by stockholders, the existence of dividends
declared, the good management of the accounting, and in general,
for execution or deficient performance of their mandate or the
violation of laws, the Articles of Incorporation, the By-laws or
resolutions of the stockholders. Article 444 provides that the
liability of directors may only be claimed pursuant to a
resolution of the stockholders.
The PGCL does not address the issue as to whether or not a
corporation may eliminate or limit a director's, officer's or
agent's liability to the corporation. Nevertheless, Arias,
Fabrega & Fabrega, Panamanian counsel to the Registrant, has
advised the Registrant that, as between the Registrant and its
directors, officers and agents, such liability may be released
under general contract principles, to the extent that a director,
officer or agent, in the performance of his duties to the
corporation, has not acted with gross negligence or malfeasance.
This release may be included in the Articles of Incorporation or
By-laws of the Registrant or in a contract entered into between
the Registrant and the director, officer or agent. While such a
release may not be binding with respect to a third person or
stockholder claiming liability under Article 444, in order to
claim such liability, a resolution of the stockholders would be
necessary, which the Registrant believes would be difficult to
secure in the case of a publicly held company.
The PGCL does not address the extent to which a corporation may
indemnify a director, officer or agent. However, the Registrant's
Panamanian counsel has advised the Registrant that, under general
agency principles, an agent, which would include directors and
officers, may be indemnified against liability to third persons,
except for a claim based on Article 64 of the PGCL or for losses
due to gross negligence or malfeasance in the performance of such
agent's duties. The Registrant's Restated Articles of
Incorporation release directors from personal liability to the
Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director and authorize the Registrant's board
of directors to adopt By-laws or resolutions to this effect or to
cause the Registrant to enter into contracts providing for
limitation of liability and for indemnification of directors,
officers, and agents. The Registrant's Restated By-laws provide
for indemnification of directors and officers of the Registrant to
the fullest extent permitted by, and in the manner permissible
under, the laws of the Republic of Panama. The Registrant has
also entered into specific agreements with its directors and
officers providing for indemnification of such persons under
certain circumstances. The Registrant carries directors' and
officers' liability insurance to insure its officers and directors
against liability for certain errors and omissions and to defray
costs of a suit or proceeding
II-1
<PAGE>
against an officer or director. The Registrant also carries
directors' and officers' liability insurance which insures
its officers and directors against liabilities they may incur
in connection with the registration, offering or sale of the
securities covered by this Registration Statement.
The preceding discussion is subject to the Registrant's Restated
Articles of Incorporation and Restated By-laws and the provisions
of Article 64 of the PGCL and Article 444 as applicable. It is
not intended to be exhaustive and is qualified in its entirety
by the Registrant's Restated Articles of Incorporation, the
Registrant's Restated By-laws and Article 64 of the PGCL and
Article 444.
The form of Underwriting Agreement included as Exhibit 1
provides for indemnification of the Registrant and certain
controlling persons under certain circumstances, including
liabilities under the Securities Act of 1933, as amended (the
"Securities Act").
Item 16. Exhibits.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated
by reference herein.
<TABLE>
<S> <C>
4.1 Amended and Restated Articles of Incorporation
(previously filed as Exhibit 3.2 to the
Registrant's quarterly report on Form 10-Q for the
quarter ended September 30, 1998, and incorporated
herein by reference).
4.2 Restated By-laws (previously filed as Exhibit 3.2
to the Registrant's Registration Statement on
Form S-1, Registration No. 333-5413 (the
"S-1 Registration Statement"), and incorporated herein
herein by reference).
4.3 Form of stock certificate for common stock,
par value $.05 per share (previously filed as
Exhibit 4 to the S-1 Registration Statement and
incorporated herein by reference).
5.1* Opinion of Arias, Fabrega & Fabrega.
23.1* Consent of KPMG Peat Marwick.
23.2* Consent of Arias, Fabrega & Fabrega
(included in Exhibit 5.1).
24* Power of Attorney (included on the signature page to
this Registration Statement).
- ------------------
* Filed herewith.
</TABLE>
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in this Registration
Statement. Notwithstanding the foregoing, any
increase or
II-2
<PAGE>
decrease in volume of securities offered
(if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high end of the
estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than
a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in this effective Registration
Statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in this Registration Statement
or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions referred to in Item 15 of this Registration Statement,
or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such
issue.
* * *
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Tulsa, State of Oklahoma, on the 4th day of February, 2000.
WILLBROS GROUP, INC.
By: /s/ Larry J. Bump
-------------------------
Larry J. Bump
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
BE IT KNOWN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Larry J. Bump,
Melvin F. Spreitzer and John N. Hove, and each of them, his true
and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and any
subsequent registration statement filed by the Registrant pursuant
to Rule 462(b) of the Securities Act of 1933, which relates to
this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his or
their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Larry J. Bump Director, Chairman of the Board and February 4, 2000
- ------------------------ Chief Executive Officer (Principal
Larry J. Bump Executive Officer and Authorized
Representative in the United States)
/s/ Paul A. Huber Director, President and Chief February 4, 2000
- ------------------------ Operating Officer
Paul A. Huber
/s/ Melvin F. Spreitzer Director, Executive Vice President, February 4, 2000
- ------------------------ Chief Financial Officer and Treasurer
Melvin F. Spreitzer (Principal Financial Officer an
Principal Accounting Officer)
/s/ Guy E. Waldvogel Director February 4, 2000
- ------------------------
Guy E. Waldvogel
II-4
<PAGE>
/s/ James B. Taylor, Jr. Director February 4, 2000
- ------------------------
James B. Taylor, Jr.
/s/ Peter A. Leidel Director February 4, 2000
- ------------------------
Peter A. Leidel
/s/ John H. Williams Director February 4, 2000
- ------------------------
John H. Williams
/s/ Michael J. Pink Director February 4, 2000
- ------------------------
Michael J. Pink
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ---------- ------------------------
<S> <C>
4.1 Amended and Restated Articles of Incorporation
(previously filed as Exhibit 3.2 to the Registrant's
quarterly report on Form 10-Q for the quarter ended
September 30, 1998, and incorporated herein by
reference).
4.2 Restated By-laws (previously filed as Exhibit 3.2
to the Registrant's Registration Statement on
Form S-1, Registration No. 333-5413 (the "S-1 Registration
Statement"), and incorporated herein by reference).
4.3 Form of stock certificate for common stock, par
value $.05 per share (previously filed as Exhibit 4 to
the S-1 Registration Statement and incorporated herein
by reference).
5.1* Opinion of Arias, Fabrega & Fabrega.
23.1* Consent of KPMG Peat Marwick.
23.2* Consent of Arias, Fabrega & Fabrega (included in
Exhibit 5.1).
24* Power of Attorney (included on the signature page
to this Registration Statement).
- ------------------
* Filed herewith.
</TABLE>
<PAGE>
Exhibit 5.1
(Letterhead of Arias, Fabrega & Fabrega Appears Here)
February 4, 2000
Willbros Group, Inc.
Dresdner Bank Building
50th Street, 8th Floor
Panama 5, Republic of Panama
Re: Willbros Group, Inc.-Registration Statement on Form S-3
(the "Registration Statement")
Gentlemen:
We have acted as Panamanian counsel for Willbros Group,
Inc., a Republic of Panama corporation (the "Company"), in
connection with the offer and sale by certain stockholders of the
Company (the "Selling Stockholders") of up to one million thirty-
five thousand (1,035,000) shares of the Company's Common Stock,
par value $.05 per share (the "Shares"). Sales of the Shares may
be effected by the Selling Stockholders from time to time in one
or more transactions described in the Registration Statement.
In reaching the conclusions expressed in this opinion, we
have (a) examined such certificates of public officials and of
corporate officers and directors and such other documents and
matters as we have deemed necessary or appropriate, (b) relied
upon the accuracy of facts and information set forth in all such
documents, and (c) assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as copies, and the authenticity of the originals, from which all
such copies were made.
Based on the foregoing, we are of the opinion that the
Shares to be sold by the Selling Stockholders have been duly
authorized and are validly issued, fully paid and non-assessable
shares of Common Stock of the Company.
We are licensed to practice in the Republic of Panama and we
express no opinion as to the laws of any jurisdiction other than
the Republic of Panama.
<PAGE>
Willbros Group, Inc.
Page 2
February 4, 2000
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the
Registration Statement and the Prospectus covering the Shares
constituting a part thereof under the captions "Legal Opinion"
and "Item 15-Indemnification of Directors and Officers."
Very truly yours,
ARIAS, FABREGA & FABREGA
/s/ L. W. Watson, III
---------------------
L. W. Watson, III
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Willbros Group, Inc.:
We consent to the incorporation by reference in the registration
statement on Form S-3 of Willbros Group, Inc. of the report dated
February 5, 1999, relating to the consolidated balance sheets of
Willbros Group, Inc. and subsidiaries as of December 31, 1998 and
1997, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1998, which report appears in
the December 31, 1998 annual report on Form 10-K of Willbros Group,
Inc. We also consent to the reference to our firm under the
heading "Experts" in the prospectus.
KPMG
Panama City, Panama
February 4, 2000
