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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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-
Commission file number 333-21399
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Willbros Employees' 401(k) Investment Plan
600 Willbros Place, 2431 East 61st Street
Tulsa, Oklahoma 74136
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Willbros Group, Inc.
Dresdner Bank Building
50th Street, 8th Floor
P. O. Box 850048
Panama 5, Republic of Panama
Telephone No.: (50-7) 263-9282
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Willbros Employees' 401(k) Investment Plan has duly caused this
annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
WILLBROS EMPLOYEES' 401(k)
INVESTMENT PLAN
Date: June 28, 2000 By: /s/ Melvin F. Spreitzer
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Melvin F. Spreitzer
Retirement Plans Committee
2
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WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
INDEX TO
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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
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<TABLE>
<CAPTION>
Page
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<S> <C>
Independent Auditors' Report 4
Financial Statements:
Statements of Net Assets Available for
Plan Benefits 5
Statements of Changes in Net Assets
Available for Plan Benefits 6
Notes to Financial Statements 7-9
Schedule
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Schedule of Assets Held for Investment
Purposes at End of Year 1
</TABLE>
All other schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 are omitted, as they are inapplicable or
not required.
3
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Independent Auditors' Report
The Retirement Plans Committee
Willbros USA, Inc.:
We have audited the accompanying statements of net assets
available for plan benefits of Willbros Employees' 401(k) Investment
Plan as of December 31, 1999 and 1998 and the related statements of
changes in net assets available for plan benefits for the years then
ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets available
for plan benefits of Willbros Employees' 401(k) Investment Plan as
of December 31, 1999 and 1998 and the changes in net assets available
for plan benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
information included in Schedule 1 is presented for purposes of
additional analysis and is not a required part of the basic financial
statements but is supplemental information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. Such
information has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
KPMG LLP
Tulsa, Oklahoma
May 19, 2000
4
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WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Investments, at fair value:
Specifically Directed Investment Fund $ 5,862,958 $ 6,824,887
FRTC Equity I Fund 4,679,053 4,126,067
FRTC Fixed Income I Fund 760,857 877,497
FRTC Global Balanced Fund 3,336,280 3,168,373
FRTC Small Cap Fund 1,495,577 1,484,723
FRTC All International Markets Fund 1,265,609 786,953
FRTC Investment Contract Fund 1,433,443 1,093,773
FRTC Balanced Income Fund 23,991 18,281
FRTC Domestic Conservative Balanced Fund 53,357 78,988
FRTC Aggressive Balanced Fund 372,354 288,055
FRTC Global Equity Fund 288,337 154,565
Company Stock Fund 883,648 765,730
Participant Loan Fund 702,548 530,552
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21,158,012 20,198,444
Accrued investment income 4,968 7,231
Cash 19,848 87,105
Due to Broker (23,895) -
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Net assets available for plan benefits $21,158,933 $20,292,780
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</TABLE>
See accompanying notes to financial statements.
5
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WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair
value of investments $ 2,319,957 $ 1,338,793
Dividends 121,233 704,695
Interest 57,431 96,850
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2,498,621 2,140,338
Contributions:
Employer 682,033 781,321
Participants 1,613,362 1,621,981
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2,295,395 2,403,302
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Total additions 4,794,016 4,543,640
Deductions from net assets attributed to:
Benefits paid to participants 3,739,919 2,201,848
Forfeitures 72,786 63,552
Trustee and other fees 115,158 78,463
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Total deductions 3,927,863 2,343,863
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Net increase 866,153 2,199,777
Net assets available for plan benefits:
Beginning of year 20,292,780 18,093,003
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End of year $21,158,933 $20,292,780
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</TABLE>
See accompanying notes to financial statements.
6
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WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
The following description of the Willbros Employees' 401(k)
Investment Plan (the "Plan") provides only general information.
Participants should refer to the Plan documents for a more complete
description of the Plan's provisions.
General - The Plan is a defined contribution plan covering all
Tulsa office full-time employees of Willbros USA, Inc., all Tulsa
office full-time employees of Willbros Engineers, Inc., and all
salaried employees of Willbros Energy Services Company (collectively
the "Company") who have one year of eligible service. It is subject
to the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
Contributions - Participants may contribute, by payroll deductions,
from 1% to 20% of their compensation to the Plan and allocate these
amounts as deferred or taxable contributions. The Company may
contribute an amount equal to 100% of each participant's contribution
up to a maximum of 5% of their compensation. For the years ended
December 31, 1999 and 1998, the Company was contributing up to 4% of
participant's compensation in cash, or, if the participant so
elected, up to 5% of compensation in Willbros Group, Inc. common
stock.
Participant Accounts - Each participant's account is credited with
the participant's contributions and the Company contributions. At
each valuation date, participants' accounts for each investment
option are credited with their share of the net income and gains and
charged with losses. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's vested
account. Under certain circumstances, transfers of balances between
plans may be made.
Vesting - Participants are immediately vested in their voluntary
contribution account and their salary reduction account plus actual
earnings thereon. Vesting in the Company contribution account is
based on years of service earned as follows: 3 years - 50%;
4 years - 75%; and 5 years - 100%.
Forfeitures - The portion of a participant's employer contribution
that is forfeited because of termination of employment before full
vesting is applied to reduce the Company's future contributions.
Payment of Plan Benefits - On termination of service, participants
may elect to receive a lump-sum amount equal to the vested value of
their accounts, or, if vested plan benefits exceed $5,000, defer
distribution until age 70 is reached or death occurs.
Participants who are age 55 may also withdraw their salary
reduction accounts. Hardship withdrawals from salary reduction
accounts before age 59-1/2 are also permitted under certain
circumstances.
Participant Loans - Participants may borrow from the Plan pursuant
to Section 408(b)(1) of ERISA. Loans to a participant may not exceed
the lesser of 50% of the present value of the nonforfeitable accrued
benefit of the participant, the balance of the participant's
voluntary and salary reduction contribution accounts plus the vested
portion of his or her Company contribution account, or $50,000. The
minimum loan is $1,000.
Loans are stated at cost, which approximates fair value.
7
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WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan (Continued)
Investment Options - Participants may direct investment of their
funds to one or more of the following investment options:
Option A: Specifically Directed Investment Fund,
Option B: The Frank Russell Investment Contract Fund (previously
the American Performance Cash Management Fund and
Federal Capital Preservation Fund until March 1, 1998),
Option C: The Frank Russell Fixed Income I Fund (previously
the Pacific Investment Management Company Total
Return Fund until March 1, 1998),
Option D: The Frank Russell Balanced Income Fund,
Option E: The Frank Russell Domestic Conservative Balanced Fund,
Option F: The Frank Russell Global Balanced Fund (previously the
Miller, Anderson & Sherrerd Balanced Fund until
March 1, 1998),
Option G: The Frank Russell Aggressive Balanced Fund,
Option H: The Frank Russell Global Equity Fund,
Option I: The Frank Russell Equity I Fund (previously the
Janus Fund's Equity Option until March 1, 1998),
Option J: The Frank Russell All International Markets Fund
(previously the Warburg, Pincus International Equity
Fund until March 1, 1998),
Option K: The Frank Russell Small Cap Fund (previously the
Westcore Midco Growth Fund Institutional until
March 1, 1998),
Option L: Willbros Group, Inc. Common Stock.
Administrative Expenses - Administrative expenses of the Plan
(except transaction fees for Option A participants and wire fees for
sales of Option I) are paid by the Company.
2. Summary of Significant Accounting Policies
Basis of Presentation - The accompanying financial statements of
the Plan have been prepared on an accrual basis. The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amounts of net assets available for plan benefits
and changes in net assets available for plan benefits during the
reporting period. Actual results could differ from those estimates.
Net Assets Available for Plan Benefits - Net assets available for
plan benefits include benefits payable to current participants and
those who have withdrawn from the Plan. The annual information return
filed with the Internal Revenue Service (Form 5500) requires amounts
due to participants who have withdrawn from the Plan to be stated as
a liability and a distribution. There were no such benefits payable
at December 31, 1999 and 1998.
Investments - Investments are held in pooled trust funds and mutual
funds and are stated at the Plan's proportionate share of the fair
value of the holdings of the pooled trust funds. If available, quoted
market prices are used to value investments in mutual funds and other
securities. The difference between the current value and the
historical cost is reflected as net appreciation and depreciation.
Purchases and sales of investments are recorded on a trade date basis,
except as explained in Note 5.
Newly Issued Accounting Pronouncements - In September 1999, the
American Institute of Certified Public Accountants issued Statement of
Position 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters" ("SOP 99-3").
SOP 99-3 simplifies the disclosure for certain investments and
is effective for plan years ending after December 15, 1999. The Plan
adopted SOP 99-3 during the Plan year ending December 31, 1999.
Accordingly, information previously required to be disclosed about
participant-directed fund investment programs is not presented in the
Plan's 1999 financial statements. The Plan's 1998 financial
statements have been reclassified to conform with the current year's
presentation.
8
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WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
3. Plan Termination
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any time
and to terminate the Plan subject to the provisions of ERISA. In the
event of plan termination, participants will become 100 percent vested
in their accounts.
4. Tax Status
The Plan was established January 1, 1976 under the provisions of
ERISA. The Internal Revenue Service has determined that the Plan is
qualified under Sections 401(a) and 401(k) of the Internal Revenue
Code ("IRC") and that the Plan is exempt from federal income taxes
under Section 501(a) which provides that earned income is taxable
only upon distribution thereof. A favorable determination letter
covering the Plan has been received from the Internal Revenue
Service. The Plan has been amended since receiving the determination
letter. However, management believes that the Plan is designed and
is currently operated within the applicable requirements of the IRC.
5. Investments
The Plan's investments and cash are held by Bank of Oklahoma, N.A.
and administered under a trust agreement with the Company. The
Plan's investment options are managed by Frank Russell Trust Company
("FRTC"), which has full discretionary authority for purchase and
sale of investments not specifically directed by participants within
the approved Plan options; however, the Retirement Plans Committee
for the Plan retains the right to change the options available to
participants.
The following table presents the fair values of investments at
December 31, 1999 and 1998. Investments that represent five percent or
more of the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Specifically Directed
Investment Fund:
Various investments $ 5,862,958 $ 6,824,887
FRTC Equity I Fund 4,679,053 4,126,067
FRTC Fixed Income I Fund 760,857 877,497
FRTC Global Balanced Fund 3,336,280 3,168,373
FRTC Small Cap Fund 1,495,577 1,484,723
FRTC All International Markets Fund 1,265,609 786,953
FRTC Investment Contract Fund 1,433,443 1,093,773
FRTC Balanced Income Fund 23,991 18,281
FRTC Domestic Conservative Balanced Fund 53,357 78,988
FRTC Aggressive Balanced Fund 372,354 288,055
FRTC Global Equity Fund 288,337 154,565
Company Stock Fund 883,648 765,730
Participant Loan Fund 702,548 530,552
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$21,158,012 $20,198,444
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</TABLE>
9
<PAGE>
Schedule 1
WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
December 31, 1999
<TABLE>
<CAPTION>
Column (a) Column (b) Column (c) Column (d) Column (e)
Description of
Identity of Investment
Party-in- Issuer, Including Maturity
interest Borrower, Date, Rate of
Identifi- Lessor, or Interest, Par or Current
cation Similar Party Maturity Value Cost Value
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<S> <C> <C> <C> <C>
Specifically Funds invested in various
Directed equity and interest-
Investment bearing securities at the
Fund direction of individual
participants $ 5,239,502 $ 5,862,958
Frank Russell Equity mutual fund
Trust Company invested in common
Equity I Fund stocks 3,572,104 4,679,053
Frank Russell Fixed income mutual fund
Trust Company invested in U.S.
Fixed government bond, U.S.
Income I Fund government agency,
corporate, and mortgage-
related bonds 740,362 760,857
Frank Russell Pooled fund invested in
Trust Company other various equity and
Global interest-bearing pooled
Balanced Fund funds 2,695,813 3,336,280
Frank Russell Aggressive equity fund
Trust Company invested in common
Small Cap stocks
Fund 1,173,185 1,495,577
Frank Russell Mutual fund invested in
Trust Company international equity
All Inter- investments
national
Markets Funds 928,653 1,265,609
Frank Russell Mutual fund invested in
Trust Company guaranteed investment
Investment contracts
Contract Fund 1,357,050 1,433,443
Frank Russell Mutual fund invested in
Trust Company U.S. common stocks and
Balanced and bonds
Income Fund 22,968 23,991
Frank Russell Mutual fund invested in
Trust Company U.S. common stocks and
Domestic bonds
Conservative
Balanced Fund 47,682 53,357
Frank Russell Aggressive equity fund
Trust Company invested in U.S. and
Aggressive non-U.S. common stocks
Balanced Fund 299,432 372,354
Frank Russell Mutual fund invested in
Trust Company U.S. and non-U.S.
Global Equity common stocks
Fund 230,431 288,337
* Company Stock Unitized fund in Willbros
Fund Group, Inc. common stock 1,838,327 883,648
* Participant Loans extended to
Loan Fund participants maturing in
less than 5 years with
interest rates ranging
from 6% to 9% 702,548 702,548
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$18,848,057 $21,158,012
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</TABLE>
<PAGE>
EXHIBIT INDEX
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<TABLE>
<CAPTION)
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
23 Independent Auditors' Consent
</TABLE>
