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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
WILLBROS GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
Not Applicable
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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WILLBROS GROUP, INC.
[LOGO] PLAZA BANCOMER BUILDING
50TH STREET, 8TH FLOOR
APARTADO 6307
PANAMA 5, REPUBLIC OF PANAMA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 2001
To the Stockholders of
WILLBROS GROUP, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Willbros Group, Inc., a Republic of Panama corporation (the "Company"), will be
held at the Hotel Marriott Panama, Calle 52 y Ricardo Arias, Panama City,
Panama, on Wednesday, May 9, 2001, at 9:00 a.m., local time, for the following
purposes:
1. To elect two directors of the Company to Class II for three-year
terms;
2. To consider and act upon a proposal to approve an amendment to the
Willbros Group, Inc. 1996 Stock Plan to increase the number of
shares of Common Stock of the Company authorized for issuance
thereunder from 2,125,000 shares to 3,125,000 shares;
3. To consider and act upon a proposal to ratify the appointment of
KPMG LLP as the independent auditors of the Company for 2001; and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 30,
2001, as the record date for the meeting, and only holders of the Company's
Common Stock of record at such time will be entitled to vote at the meeting or
any adjournment thereof.
By Order of the Board of Directors,
John N. Hove
Secretary
Panama City, Panama
April 2, 2001
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. IF YOU DO ATTEND THE MEETING, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
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WILLBROS GROUP, INC.
PLAZA BANCOMER BUILDING
[LOGO] 50TH STREET, 8TH FLOOR
APARTADO 6307
PANAMA 5, REPUBLIC OF PANAMA
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 2001
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Willbros Group, Inc., a Republic of Panama
corporation (the "Company"), of proxies to be voted at the Annual Meeting of
Stockholders of the Company to be held on May 9, 2001, or at any adjournment
thereof (the "Annual Meeting"), for the purposes set forth in the accompanying
Notice of Annual Meeting. This Proxy Statement and accompanying proxy were first
sent on or about April 2, 2001, to stockholders of record on March 30, 2001.
If the accompanying proxy is properly executed and returned, the shares
represented by the proxy will be voted at the Annual Meeting. If a stockholder
indicates in his or her proxy a choice with respect to any matter to be acted
upon, that stockholder's shares will be voted in accordance with such choice. If
no choice is indicated, such shares will be voted "FOR" (a) the election of all
of the nominees for directors listed below, (b) the approval of the amendment to
the Willbros Group, Inc. 1996 Stock Plan, and (c) the ratification of the
appointment of the independent auditors. A stockholder giving a proxy may revoke
it by giving written notice of revocation to the Secretary of the Company at any
time before it is voted, by executing another valid proxy bearing a later date
and delivering such proxy to the Secretary of the Company prior to or at the
Annual Meeting, or by attending the Annual Meeting and voting in person.
The expenses of this proxy solicitation, including the cost of
preparing and mailing this Proxy Statement and accompanying proxy, will be borne
by the Company. Such expenses will also include the charges and expenses of
banks, brokerage firms and other custodians, nominees or fiduciaries for
forwarding solicitation material regarding the Annual Meeting to beneficial
owners of the Company's Common Stock. Solicitation of proxies may be made by
mail, telephone, personal interviews or by other means by the Board of Directors
or employees of the Company who will not be additionally compensated therefor,
but who may be reimbursed for their out-of-pocket expenses in connection
therewith.
STOCKHOLDERS ENTITLED TO VOTE
Stockholders of record at the close of business on March 30, 2001, will
be entitled to vote at the Annual Meeting. As of March 22, 2001, there were
issued and outstanding 14,205,976 shares of Common Stock, par value $.05 per
share of the Company (the "Common Stock"). Each share of Common Stock is
entitled to one vote. There is no cumulative voting with respect to the election
of directors. The presence in person or by proxy of the holders of a majority of
the shares issued and outstanding at the Annual Meeting and entitled to vote
will constitute a quorum for the transaction of business. Votes withheld from
nominees for directors, abstentions and broker non-votes will be counted for
purposes of determining whether a quorum has been reached. Votes will be
tabulated by an inspector of election appointed by the Board of Directors of the
Company. With regard to the election of directors, votes may be cast in favor of
or withheld from each nominee; votes that are withheld will have the effect of a
negative vote. Abstentions, which may be specified on all proposals except the
election of directors, will have the effect of a negative vote. A broker
non-vote will have no effect on the outcome of the election of directors or the
other proposals.
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PROPOSAL ONE
ELECTION OF DIRECTORS
The Restated Articles of Incorporation of the Company (the "Charter")
provides that the Board of Directors of the Company (the "Board of Directors")
shall consist of not less than three nor more than fifteen directors, as
determined from time to time by resolution of the Board of Directors. The number
of directors is currently fixed at nine. The Board of Directors is divided into
three approximately equal classes. The terms of such classes are staggered so
that only one class is elected at the annual meeting of stockholders each year
for a three-year term. The term of the current Class II directors will expire at
the Annual Meeting. The terms of the current Class III directors and the current
Class I directors will expire at the annual meetings of stockholders to be held
in 2002 and 2003, respectively.
In accordance with the recommendation of the Nominating Committee, the
Board of Directors has nominated Michael J. Pink and John H. Williams for
election as Class II directors. Messrs. Pink and Williams, who currently serve
as Class II directors and whose terms expire at the Annual Meeting, are standing
for re-election as Class II directors for terms expiring at the annual meeting
of stockholders in 2004. One Board position in Class II is currently vacant. The
Charter provides that any Board vacancies may be filled by affirmative vote of a
majority of the remaining directors. The Nominating Committee and the Board of
Directors have not yet identified anyone to fill the vacancy. Accordingly, the
accompanying proxy solicits your vote for only two directors. The persons named
as proxies in the accompanying proxy, who have been designated by the Board of
Directors, intend to vote, unless otherwise instructed in such proxy, for the
election of Messrs. Pink and Williams. Should any nominee named herein become
unable for any reason to stand for election as a director of the Company, it is
intended that the persons named in such proxy will vote for the election of such
other person or persons as the Nominating Committee may recommend and the Board
of Directors may propose to replace such nominee. The Company knows of no reason
why any of the nominees will be unavailable or unable to serve.
The affirmative vote of the holders of a majority of the shares present
in person or by proxy at the Annual Meeting and entitled to vote is required for
the election of directors. The Board of Directors recommends a vote "FOR" each
of the following nominees for directors.
NOMINEES FOR DIRECTORS
CLASS II
(TERM EXPIRES MAY 2004)
MICHAEL J. PINK, age 63, was elected to the Board of Directors in 1996.
Mr. Pink is currently a consultant to oil and gas industry investors. He served
as First Vice President of Sidanco, a major Russian integrated oil company, from
August 1997 to March 1998. From May 1994 through December 1996, Mr. Pink served
as Group Managing Director of Enterprise Oil plc, an independent oil exploration
and production company. Prior to that time, Mr. Pink was employed for 30 years
with the Royal Dutch/Shell Group at various locations in Europe, the United
States, Africa, and the Middle East. He also serves as a Director of ROXAR ASA,
a Norwegian oil and gas technology company, and Planet Oil International plc, a
newly formed oil exploration company.
JOHN H. WILLIAMS, age 82, was elected to the Board of Directors in
1996. Prior to his retirement at the end of 1978, Mr. Williams was Chairman of
the Board and Chief Executive Officer of The Williams Companies, Inc. He also
serves as a Director for Apco Argentina, Inc., Unit Corporation and Westwood
Corp., and is an honorary member of the Board of Directors of The Williams
Companies, Inc.
One Board position in Class II is currently vacant.
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DIRECTORS CONTINUING IN OFFICE
CLASS III
(TERM EXPIRES MAY 2002)
LARRY J. BUMP, age 61, joined Willbros in 1977 as President and Chief
Operating Officer. Mr. Bump was named Chief Executive Officer in 1980 and
elected Chairman of the Board of Directors in 1981. His 41 year career includes
significant U.S. and international pipeline construction management experience.
Prior to joining Willbros, he managed major international projects in North
Africa and the Middle East, and was Chief Executive Officer of a major
international pipeline construction company. From 1985 until mid-1988, he also
served as Chief Executive Officer of a major international marine engineering
and construction company, which at that time was a controlling shareholder of
Willbros. Mr. Bump served two terms as President of the International Pipeline &
Offshore Contractors Association.
GUY E. WALDVOGEL, age 64, was elected to the Board of Directors in
1990. Mr. Waldvogel is currently serving as Director and Chief Financial Officer
of Heerema Holding Construction, Inc., a major marine engineering, fabrication
and installation contractor. Previously he was Senior Executive Vice President
of Societe Generale de Surveillance, a leading international cargo inspection
firm. Mr. Waldvogel also serves as a Director for Bank Julius Baer and Julius
Baer Holding AG.
MICHAEL F. CURRAN, age 60, joined Willbros in 2000 as Vice Chairman of
the Board of Directors, President and Chief Operating Officer. Mr. Curran has
over 39 years of diversified experience in pipeline construction around the
world, including 30 years as President and Chief Executive Officer of various
domestic and international pipeline construction firms. Mr. Curran also served
as President of the Pipe Line Contractors Association.
CLASS I
(TERM EXPIRES MAY 2003)
MELVIN F. SPREITZER, age 62, joined Willbros in 1974 as Controller. Mr.
Spreitzer was named Vice President of Finance in 1978, and Executive Vice
President, Chief Financial Officer and Treasurer in 1987. He was elected to the
Board of Directors in 1992 and has over 44 years experience in corporate finance
and public accounting.
PETER A. LEIDEL, age 44, was elected to the Board of Directors in 1992.
Since 1997, Mr. Leidel has been a senior manager of, and a partner in, Yorktown
Partners, L.L.C., an investment management company. From 1983 to 1997, he was
employed by Dillon, Read & Co., Inc., an investment banking firm, serving most
recently as a Senior Vice President. He also serves as a Director of Cornell
Corrections, Inc. and Carbon Energy Corporation.
JAMES B. TAYLOR, JR., age 62, was elected to the Board of Directors in
1999. Mr. Taylor founded Solana Petroleum Corp., a Canadian-based public oil and
gas exploration and production company, in 1997 and served as Chairman of its
Board of Directors until December 2000. Prior to 1997, he served for 28 years in
worldwide exploration and operations management with Occidental Petroleum
Corporation and its operating subsidiaries.
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COMPENSATION OF DIRECTORS
Employee directors receive no additional compensation for service on
the Board of Directors or any committee thereof. Non-employee directors receive
an annual retainer of $18,000 plus a fee of $1,000 per meeting for attending
meetings of the Board of Directors and any committee thereof. Non-employee
directors also automatically receive non-qualified stock options under the
Willbros Group, Inc. Director Stock Plan (the "Director Plan"). Under the
Director Plan, an initial option to purchase up to 5,000 shares of Common Stock
is granted to each new non-employee director on the date such director is
elected or appointed to the Board of Directors. Each non-employee director also
receives annually an option to purchase 1,000 shares of Common Stock on the
annual anniversary of the date on which such director received an initial option
and on each succeeding annual anniversary of such date during the period of such
director's incumbency. The option exercise price of each option granted under
the Director Plan is equal to the fair market value of the Common Stock on the
date of grant. A total of 125,000 shares of Common Stock is available for
issuance under the Director Plan. During fiscal 2000, Mr. Taylor was granted an
option to purchase 1,000 shares of Common Stock at an exercise price of $6.00
per share, Messrs. Leidel and Waldvogel were each granted an option to purchase
1,000 shares of Common Stock at an exercise price of $5.82 per share, and
Messrs. Pink and Williams were each granted an option to purchase 1,000 shares
of Common Stock at an exercise price of $6.25 per share. No options have been
exercised under the Director Plan. All directors are reimbursed by the Company
for out-of-pocket expenses incurred by them in connection with their service on
the Board of Directors and any committee thereof.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 2000, the Board of Directors held four meetings. Each director
was present at 75% or more of the aggregate of the meetings of the Board of
Directors and of the committees of the Board of Directors on which he served
during 2000. In addition, the Board of Directors took action seven times during
2000 by unanimous written consent. The Board of Directors has a standing
Executive Committee, Audit Committee, Nominating Committee, Compensation
Committee and Stock Plan Committee.
During 2000, the Executive Committee was composed of Messrs. Bump
(Chairman),Curran, Spreitzer and Williams. The Executive Committee is authorized
to act for the Board of Directors in the management of the business and affairs
of the Company, except with respect to a limited number of matters which include
changing the size of the Board of Directors, filling vacancies on the Board of
Directors, amending the By-laws of the Company, disposing of all or
substantially all of the assets of the Company and recommending to the
stockholders of the Company an amendment to the Articles of Incorporation of the
Company or a merger or consolidation involving the Company. The Executive
Committee did not meet during 2000.
The Audit Committee is composed of Messrs. Leidel (Chairman), Waldvogel
and Taylor. Each of these individuals qualifies as an "independent" director
under the current listing standards of the New York Stock Exchange. The Audit
Committee has adopted a charter and it is attached to this Proxy Statement as
Exhibit A. The Audit Committee recommends to the full Board of Directors the
firm to be appointed each year as independent auditors of the Company's
financial statements and to perform services related to the completion of such
audit. The Audit Committee also has the responsibility to (a) review the scope
and results of the audit with the independent auditors, (b) review with
management and the independent auditors the Company's interim and year-end
financial condition and results of operations, (c) consider the adequacy of the
internal accounting, bookkeeping and other control procedures of the Company,
and (d) review any non-audit services and special engagements to be performed by
the independent auditors and consider the effect of such performance on the
auditors' independence. The Audit Committee has considered whether the provision
of the services by KPMG as described in this Proxy Statement under the caption
"All Other Fees" under Proposal Three below is compatible with maintaining the
independence of KPMG. The Audit Committee also generally reviews the terms of
material transactions and arrangements, if any, between the Company and its
directors, officers and affiliates. The Audit Committee held four meetings
during 2000.
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The Nominating Committee is composed of Messrs. Williams (Chairman) and
Pink, each of whom is a non-employee director of the Company. The Nominating
Committee is responsible for recommending candidates to fill vacancies on the
Board of Directors as such vacancies occur, as well as the slate of nominees for
election as directors by stockholders at each annual meeting of stockholders.
Additionally, the Nominating Committee makes recommendations to the Board of
Directors regarding changes in the size of the Board of Directors.
Qualifications considered by the Nominating Committee for director candidates
include an attained position of leadership in the candidate's field of endeavor,
business and financial experience, demonstrated exercise of sound business
judgment, expertise relevant to the Company's lines of business and the ability
to serve the interests of all stockholders. The Nominating Committee will
consider director candidates submitted to it by other directors, employees and
stockholders. The Company's Charter provides that nominations of candidates for
election as directors of the Company may be made at a meeting of stockholders by
or at the direction of the Board of Directors or by any stockholder entitled to
vote at such meeting who complies with the advance notice procedures set forth
therein. These procedures require any stockholder who intends to make a
nomination for director at the meeting to deliver notice of such nomination to
the Secretary of the Company not less than 45 nor more than 90 days before the
meeting. The notice must contain all information about the proposed nominee as
would be required to be included in a proxy statement soliciting proxies for the
election of such nominee, including such nominee's written consent to serve as a
director if so elected. If the Chairman of the meeting determines that a person
is not nominated in accordance with the nomination procedure, such nomination
will be disregarded. The Company expects that the annual meeting of stockholders
to be held each year will be during the first or second week of May. The
Nominating Committee did not meet during 2000. However, the Nominating Committee
took action two times during 2000 by unanimous written consent.
During 2000, the Compensation Committee was composed of Messrs.
Waldvogel (Chairman), Spreitzer, Williams and Taylor. The Compensation Committee
reviews and takes final action for and on behalf of the Board of Directors with
respect to compensation, bonus, incentive and benefit provisions for the
officers of the Company and its subsidiaries. The Compensation Committee meets
at such times as may be deemed necessary by the Board of Directors or the
Compensation Committee. The Compensation Committee held one meeting during 2000
and took action two times by unanimous written consent.
During 2000, the Stock Plan Committee was composed of Messrs. Waldvogel
(Chairman), Williams and Taylor, each of whom is a non-employee director of the
Company. The Stock Plan Committee administers the Willbros Group, Inc. 1996
Stock Plan. The Stock Plan Committee held three meetings during 2000 and took
action four times by unanimous written consent.
PROPOSAL TWO
APPROVAL OF AMENDMENT NUMBER 2
TO THE WILLBROS GROUP, INC.
1996 STOCK PLAN
GENERAL
Stockholder action at the Annual Meeting will be requested with respect
to the approval of Amendment Number 2 (the "Amendment") to the Willbros Group,
Inc. 1996 Stock Plan, as amended (the "1996 Stock Plan"). The sole purpose of
the Amendment is to increase the total number of shares of Common Stock
available for issuance under the 1996 Stock Plan from 2,125,000 shares to
3,125,000 shares. As of March 1, 2001, there were 195,000 remaining shares of
Common Stock reserved for future grants of awards under the 1996 Stock Plan. If
the Amendment to the 1996 Stock Plan is approved by the stockholders of the
Company, the total number of shares of Common Stock reserved for future grants
of awards under the 1996 Stock Plan would be 1,195,000 shares and represent
approximately 8.5 percent of the Company's total outstanding shares of Common
Stock on March 1, 2001.
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A copy of the Amendment is attached hereto as Exhibit B. A copy of the
1996 Stock Plan will be furnished by the Company to any stockholder upon written
request to: Michael W. Collier, Investor Relations, c/o Willbros USA, Inc., 4400
Post Oak Parkway, Suite 1000, Houston, Texas 77027. The Amendment, which was
approved by the Board of Directors on March 7, 2001, will not take effect unless
approved by the affirmative vote of the holders of a majority of the shares of
Common Stock present in person or represented by proxy at the Annual Meeting and
entitled to vote. The purpose of the 1996 Stock Plan is to strengthen the
ability of the Company to attract and retain well-qualified executive,
managerial and professional personnel and to encourage stock ownership by such
personnel in order to increase their proprietary interest in the Company's
success. The Company relies heavily upon stock options to compensate its
executive, managerial and professional personnel and to retain and motivate such
personnel and desires to continue that practice because it believes that stock
options encourage and reward effective management that results in long-term
corporate financial success, as measured by stock price appreciation.
SUMMARY OF THE 1996 STOCK PLAN
General. In 1996, the Board of Directors adopted, and the stockholders
of the Company approved, the Willbros Group, Inc. 1996 Stock Plan. The 1996
Stock Plan provides for awards to key employees of the Company, including
officers and directors who are also employees of the Company. The 1996 Stock
Plan provides that during any calendar year, no participant may be granted
awards with respect to more than 150,000 shares, subject to certain adjustments.
The stock issuable under the 1996 Stock Plan may be authorized and unissued
shares or treasury shares. If any shares subject to any award are forfeited or
payment is made in a form other than shares or the award otherwise terminates
without payment being made, the shares subject to such awards will again be
available for issuance under the 1996 Stock Plan. In addition, the number of
shares deemed to be issued under the 1996 Stock Plan upon exercise of a stock
option will be reduced by the number of shares surrendered in payment of the
exercise or purchase price of such stock option.
The 1996 Stock Plan is administered by the Stock Plan Committee of the
Board of Directors (the "Committee"). The members of the Committee are not
eligible for awards under the 1996 Stock Plan. The Committee is authorized to
determine plan participants, the types and amount of awards to be granted and
the terms, conditions and provisions of awards, prescribe forms of award
agreements, interpret the 1996 Stock Plan, establish, amend and rescind rules
and regulations relating to the 1996 Stock Plan and make all other
determinations which may be necessary or advisable for the administration of the
1996 Stock Plan. Although a determination has not been made as to the number of
employees currently eligible for consideration as participants in the 1996 Stock
Plan, as of March 1, 2001, there were 75 employees who held awards under the
1996 Stock Plan.
Summary of Awards. The 1996 Stock Plan permits the granting of any or
all of the following types of awards: (a) stock options, (b) stock appreciation
rights ("SARs"), and (c) restricted stock. Generally, awards under the 1996
Stock Plan are granted for no consideration other than prior and future
services. Awards granted under the 1996 Stock Plan may, in the discretion of the
Committee, be granted alone or in addition to, in tandem with or in substitution
for any other award under the 1996 Stock Plan or other plan of the Company. Such
grants could include grants of options after a decline in the market price of
the Company's Common Stock in substitution for previously granted options having
a higher exercise price. The Company has never "repriced" options previously
granted. However, no assurance can be given that the Company will never
"reprice" options.
Stock options granted pursuant to the 1996 Stock Plan may, at the
discretion of the Committee, be either incentive stock options ("ISOs"), within
the meaning of Section 422 of the U.S. Internal Revenue Code, or non-qualified
stock options. The exercise price of an ISO may not be less than the fair market
value of the Common Stock on the date of grant (or 110% of such fair market
value in the case of ISOs granted to employees who possess more than 10% of the
combined voting power of all classes of stock of the Company (a "10%
employee")). In the case of non-qualified stock options, the exercise price
shall be as determined by the Committee in its sole discretion, except that it
shall not be less than 85% of the fair market value of the Common Stock on the
date of grant. Options granted pursuant to the 1996 Stock Plan are exercisable
in
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whole or in part at such time or times as determined by the Committee, except
that ISOs may not be exercised after the expiration of 10 years from the date
granted (five years in the case of a 10% employee). Generally, options may be
exercised by the payment of cash, promissory notes, stock or a combination
thereof.
Any SARs granted under the 1996 Stock Plan will give the holder the
right to receive cash or stock in an amount equal to the difference between the
fair market value of a share of Common Stock on the date of exercise and the
grant price. The grant price of an SAR is determined by the Committee but may
not be less than the fair market value of a share of Common Stock on the date of
grant. Methods of exercise and settlement and other terms of SARs are determined
by the Committee.
The Committee may award restricted stock, generally consisting of
shares which may not be disposed of by participants until certain restrictions
established by the Committee lapse. Such restrictions may lapse in whole or in
installments as the Committee determines. A participant receiving restricted
stock will have all of the rights of a stockholder of the Company, including the
right to vote the shares and the right to receive any dividends, unless the
Committee otherwise determines. Upon termination of employment during the
restriction period, restricted stock will be forfeited, subject to such
exceptions, if any, as are authorized by the Committee.
Awards generally are not transferable other than by will or the laws of
descent and distribution; however, the Committee may permit the transfer of
awards (other than ISOs and SARs in tandem therewith) for estate planning
purposes. In the event of any change affecting the shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, combination or exchange of shares, or other corporate change or any
distributions to Common Stock holders, the Committee may make such substitution
or adjustment in the aggregate number or kind of shares which may be distributed
under the 1996 Stock Plan and in the number, kind and exercise, grant or
purchase price of shares subject to the outstanding awards granted under the
1996 Stock Plan, or make provisions for a cash payment relating to any award, as
it deems to be appropriate in order to maintain the purpose of the original
grant.
Amendment to and Termination of the 1996 Stock Plan. The Board of
Directors may amend, alter, suspend, discontinue or terminate the 1996 Stock
Plan without the consent of stockholders or participants, except that
stockholder approval of such action will be sought if such approval is required
by any federal or state law or regulation, to the extent the action is required
to be approved by stockholders in connection with having any outstanding awards
comply with the requirements of Section 162(m) of the U.S. Internal Revenue
Code, or if the Board of Directors in its discretion determines that obtaining
such stockholder approval is advisable. Unless earlier terminated by the Board
of Directors, the 1996 Stock Plan will terminate when no shares remain reserved
and available for issuance, and the Company has no further obligation with
respect to any award granted under the 1996 Stock Plan.
Change of Control. In the event of a Change of Control of the Company,
all outstanding awards under the 1996 Stock Plan, regardless of any limitations
or restrictions, become fully exercisable and freed of all restrictions. For
purposes of the 1996 Stock Plan, a Change of Control is deemed to have occurred:
(a) upon the acquisition by any person of 20% or more of the Company's
outstanding voting stock; (b) if individuals constituting the Board, or those
nominated by at least two-thirds of such individuals or successors nominated by
them, cease to constitute a majority of the Board; (c) upon stockholder approval
of a merger, consolidation or similar transaction or consummation of any such
transaction if stockholder approval is not required; (d) upon approval of a plan
of liquidation or the sale or disposition of substantially all of the Company's
assets; or (e) if the Board adopts a resolution to the effect that a Change of
Control has occurred.
U.S. Federal Income Tax Consequences. The Company believes that under
present U.S. tax laws the following are the U.S. federal income tax consequences
generally arising with respect to awards granted under the 1996 Stock Plan. The
grant of an option or SAR will create no tax consequences for the participant or
the Company. The participant will have no taxable income upon exercising an ISO
(except that the alternative minimum tax may apply) and the Company will receive
no deduction at that time. Upon exercising an option other than an ISO, a
participant will recognize ordinary income equal to the difference between the
exercise price and the fair market value of the stock acquired on the date of
exercise. Upon exercising an SAR, a participant will recognize ordinary income
equal to the cash or the fair market value of the stock
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received on the date of exercise. In the case of the exercise of a non-qualified
stock option or SAR, the employer of the participant, if it is a subsidiary of
the Company and a U.S. taxpayer ("U.S. subsidiary employer"), generally will be
entitled to a deduction for the amount recognized as ordinary income by the
participant. The treatment to a participant of a disposition of shares acquired
upon the exercise of an SAR or option depends on how long the shares have been
held and on whether such shares are acquired by exercising an ISO or by
exercising an option other than an ISO. Generally, there will be no tax
consequences to a U.S. subsidiary employer in connection with a disposition of
shares acquired under an option except that the U.S. subsidiary employer will be
entitled to a deduction (and the employee will recognize ordinary income) if
shares acquired under an ISO are disposed of before the applicable ISO holding
periods have been satisfied.
With respect to awards granted under the 1996 Stock Plan involving
stock that is restricted as to transferability and subject to a substantial risk
of forfeiture, a participant will recognize ordinary income equal to the fair
market value of the shares received at the earlier of the time at which the
shares become transferable or not subject to a substantial risk of forfeiture
unless the participant elects to be taxed at the time of the award
notwithstanding the restrictions (to minimize the tax payable in respect of the
appreciation in the value of the stock from the time it is awarded until the
restrictions lapse). The U.S. subsidiary employer, if any, generally will be
entitled to a deduction for the same amount.
The foregoing provides only a very general description of the
application of U.S. federal income tax laws to awards under the 1996 Stock Plan.
The summary does not address the effects of foreign, state and local tax laws.
Awards Granted. As of March 1, 2001, incentive and non-qualified stock
options for a total of 1,820,050 shares at an average exercise price of $7.63
per share are outstanding under the 1996 Stock Plan. All of these options expire
at various times during the years 2006 to 2011. As of such date, no other awards
have been granted under the 1996 Stock Plan. Since inception of the 1996 Stock
Plan through March 1, 2001, (a) options for a total of 109,950 shares have been
exercised at an average exercise price of $7.20 per share and (b) options for
the following number of shares have been granted under the 1996 Stock Plan to
the named executive officers of the Company and specified groups: Larry J. Bump
(Chairman and Chief Executive Officer), 185,000 shares; Michael F. Curran (Vice
Chairman, President and Chief Operating Officer), 100,000 shares; Melvin F.
Spreitzer (Executive Vice President and Chief Financial Officer), 158,000
shares; John K. Allcorn (Senior Vice President of Willbros International, Inc.),
100,000 shares; James R. Beasley (President of Willbros Engineers, Inc.),
118,000 shares; all current executive officers as a group, 661,000 shares; and
all employees, excluding current executive officers, as a group, 1,547,500
shares. All current directors who are not employees of the Company are not
eligible to receive awards under the 1996 Stock Plan. Future awards under the
1996 Stock Plan are not yet determinable. The closing price for the Common Stock
on the New York Stock Exchange on March 1, 2001, was $9.00 per share.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares present
in person or by proxy at the Annual Meeting and entitled to vote is required for
the adoption of this proposal. The Board of Directors recommends a vote "FOR"
approval of this proposal.
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PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors
has appointed KPMG LLP as the independent auditors of the Company for the fiscal
year ending December 31, 2001. KPMG has been the independent auditors of
Willbros since 1987. A proposal will be presented at the Annual Meeting asking
the stockholders to ratify the appointment of KPMG as the Company's independent
auditors. If the stockholders do not ratify the appointment of KPMG, the Board
of Directors will reconsider the appointment.
The affirmative vote of the holders of a majority of the shares present
in person or by proxy at the Annual Meeting and entitled to vote is required for
the adoption of this proposal. The Board of Directors recommends a vote "FOR"
the ratification of KPMG as the Company's independent auditors for 2001.
A representative of KPMG will be present at the Annual Meeting. Such
representative will be given the opportunity to make a statement if he or she
desires to do so and will be available to respond to appropriate questions.
AUDIT FEES
The aggregate fees billed by KPMG for professional services rendered
for the audit of the Company's annual financial statements for the fiscal year
ended December 31, 2000, and for the reviews of the financial statements
included in the Company's Quarterly Reports on Form 10-Q for that fiscal year
were approximately $193,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
The Company did not engage KPMG for professional services relating to
financial information systems design and implementation for the fiscal year
ended December 31, 2000.
ALL OTHER FEES
The aggregate fees billed by KPMG for services rendered to the Company,
other than the services described above under "Audit Fees" for the fiscal year
ended December 31, 2000, were approximately $91,000.
PRINCIPAL STOCKHOLDERS AND
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 1, 2001, by (a)
each person who is known by the Company to own beneficially more than five
percent of the outstanding shares of Common Stock, (b) each director and nominee
for director of the Company, (c) each of the executive officers of the Company
named in the Summary Compensation Table below, and (d) all executive officers
and directors of the Company as a group. Except as otherwise indicated, the
Company believes that the beneficial owners of the Common Stock listed in the
table, based on information furnished by such owners, have sole investment and
voting power with respect to such shares.
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SHARES
BENEFICIALLY PERCENTAGE
NAME OF OWNER OR IDENTITY OF GROUP OWNED OF CLASS (1)
---------------------------------- ------------ ------------
Royce & Associates, Inc. and Royce Management
Company(2) ......................................... 1,456,650 10.3%
Larry J. Bump(3) ...................................... 1,301,102(4) 9.1
Yorktown Energy Partners III, L.P. et al(5) ........... 1,051,000 7.5
Michael F. Curran ..................................... 803,155(6) 5.7
Melvin F. Spreitzer ................................... 419,210(7) 2.9
John K. Allcorn ....................................... 100,000(8) *
James R. Beasley ...................................... 185,500(9) 1.3
Peter A. Leidel ....................................... 20,000(10) *
John H. Williams ...................................... 24,000(11) *
Guy E. Waldvogel ...................................... 13,000(12) *
Michael J. Pink ....................................... 9,000(13) *
James B. Taylor, Jr ................................... 7,000(14) *
All executive officers and directors as a group
(10 people)(15) .................................... 2,881,967 19.6
----------
* Less than 1%
(1) Shares of Common Stock which were not outstanding but which could be
acquired by a person upon exercise of an option within 60 days of March
1, 2001, are deemed outstanding for the purpose of computing the
percentage of outstanding shares beneficially owned by such person. Such
shares, however, are not deemed to be outstanding for the purpose of
computing the percentage of outstanding shares beneficially owned by any
other person.
(2) Information is as of December 31, 2000, and is based on the Schedule 13G
dated February 5, 2001, which was filed on behalf of Royce & Associates,
Inc. ("Royce"), Royce Management Company ("RMC"), and Charles M. Royce.
Their address is 1414 Avenue of the Americas, New York, New York 10019.
Of the shares shown, Royce has sole voting and dispositive power over
1,453,750 shares and RMC has sole voting and dispositive power over 2,900
shares. Mr. Royce may be deemed to be a controlling person of Royce and
RMC, and as such may be deemed to beneficially own the shares of Common
Stock owned by Royce and RMC. Mr. Royce does not own any shares of Common
Stock outside of Royce and RMC and disclaims beneficial ownership of the
shares held by Royce and RMC.
(3) The stockholder's address is 4400 Post Oak Parkway, Suite 1000, Houston,
Texas 77027.
(4) Includes (a) 420,000 shares held in a family limited partnership in which
Mr. Bump is the sole general partner, (b) 185,000 shares subject to stock
options which are currently exercisable at an average exercise price of
$9.80 per share, and (c) 108,512 shares held in the Willbros Employees'
401(k) Investment Plan (the "401(k) Plan") for the account of Mr. Bump.
(5) Information is based on the Schedule 13D dated May 17, 1999, which was
filed by Yorktown Partners LLC ("Yorktown"), Yorktown Energy Partners
III, L.P. ("Partnership III") and Yorktown III Company LLC ("GP III").
Their address is 410 Park Avenue, New York, New York 10022. GP III is the
general partner of Partnership III, and Yorktown is the investment
manager of Partnership III. Partnership III owns, and GP III and Yorktown
beneficially own as general partner and investment manager, respectively,
of Partnership III, the 1,051,000 shares.
(6) Represents (a) 753,155 shares held in a corporation controlled by Mr.
Curran and (b) 50,000 shares subject to stock options which are currently
exercisable at an exercise price of $6.125 per share. Mr. Curran's
address is 4400 Post Oak Parkway, Suite 1000, Houston, Texas 77027.
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13
(7) Includes (a) 25,000 shares held in a trust, of which Mr. Spreitzer's wife
is trustee, (b) 40,000 shares held in a family limited partnership in
which Mr. Spreitzer is the sole general partner, (c) 158,000 shares
subject to stock options which are currently exercisable at an average
exercise price of $8.88 per share, and (d) 3,110 shares held in the
401(k) Plan and allocated to the account of Mr. Spreitzer.
(8) Includes 50,000 shares subject to stock options which are currently
exercisable at an exercise price of $5.38 per share.
(9) Includes (a) 46,490 shares held in a trust, of which Mr. Beasley's wife
is trustee, and (b) 118,000 shares subject to stock options which are
currently exercisable at an average exercise price of $9.84 per share.
(10) Includes (a) 13,000 shares subject to stock options which are currently
exercisable at an average exercise price of $10.24 per share, and (b)
3,000 shares held by Mr. Leidel as custodian for his son and daughters.
Does not include the 1,051,000 shares owned by Yorktown, Partnership III
and GP III. Mr. Leidel is a member and executive officer of GP III which
is the general partner of Partnership III. Mr. Leidel is also a member
and executive officer of Yorktown which is the investment manager of
Partnership III. Mr. Leidel disclaims beneficial ownership of these
shares.
(11) Includes 9,000 shares subject to stock options which are currently
exercisable or exercisable within 60 days of March 1, 2001, at an average
exercise price of $9.32 per share. Does not include 2,000 shares owned by
Mr. Williams' wife. Mr. Williams disclaims beneficial ownership over such
shares.
(12) Represents 13,000 shares subject to stock options which are currently
exercisable at an average exercise price of $10.24 per share.
(13) Represents 9,000 shares subject to stock options which are currently
exercisable or exercisable within 60 days of March 1, 2001, at an average
exercise price of $9.32 per share.
(14) Represents (a) 1,000 shares held by the James and Sarah Taylor Trust, and
(b) 6,000 shares subject to stock options which are currently exercisable
at an average exercise price of $5.28 per share.
(15) For specific information regarding each of the individuals, see footnotes
(4) and (6) through (14) above.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to the
compensation of the Company's Chief Executive Officer and each of the Company's
other executive officers whose compensation, based on salary and bonus earned
during fiscal 2000, exceeded $100,000, for services in all capacities to the
Company and its subsidiaries during each of the Company's last three fiscal
years.
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LONG-TERM COMPENSATION
--------------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------- ----------------------- ---------
SECURITIES
RESTRICTED UNDERLYING LONG-TERM
OTHER ANNUAL STOCK OPTIONS/ INCENTIVE ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) ($) (#)(3) ($) ($)
----------------------------------- ---- ------- ------ ------------ ---------- ---------- --------- ------------
Larry J. Bump ..................... 2000 319,333 -0- -0- -0- -0- -0- 87,619(4)
Chairman and Chief 1999 366,000 -0- -0- -0- -0- -0- 8,000
Executive Officer 1998 366,000 -0- -0- -0- 110,000 -0- 8,000
Michael F. Curran(5) .............. 2000 257,008 -0- -0- -0- 100,000 -0- -0-
Vice Chairman, President
and Chief Operating Officer
Melvin F. Spreitzer ............... 2000 217,500 -0- -0- -0- -0- -0- 48,125(4)
Executive Vice President 1999 217,500 -0- -0- -0- 25,000 -0- 8,000
and Chief Financial Officer 1998 217,500 -0- -0- -0- 83,000 -0- 11,500
John K. Allcorn(6) ................ 2000 146,667 -0- -0- -0- 100,000 -0- 304(4)
Senior Vice President of
Willbros International, Inc.
James R. Beasley .................. 2000 152,500 75,000 -0- -0- -0- -0- 9,213(4)
President of Willbros 1999 152,500 -0- -0- -0- 10,000 -0- 9,767
Engineers, Inc. 1998 152,500 47,408 -0- -0- 58,000 -0- 13,334
----------
(1) Consists of compensation paid under management incentive
compensation plans and as discretionary bonuses.
(2) Does not include the value of perquisites and other personal
benefits because the aggregate amount of such compensation, if any,
does not exceed the lesser of $50,000 or 10% of the total amount of
annual salary and bonus for any named individual.
(3) Consists solely of options to acquire shares of Common Stock.
(4) Consists of Company contributions to the Company's (a) 401(k) Plan
in the amount of $8,500 for Mr. Bump, $8,500 for Mr. Spreitzer, and
$5,846 for Mr. Beasley, and (b) Executive Life Plan in the amount of
$7,000 each for Messrs. Bump and Spreitzer, $304 for Mr. Allcorn,
and $3,367 for Mr. Beasley. Also consists of relocation bonus and
reimbursement of moving expenses of $72,119 for Mr. Bump and $32,625
for Mr. Spreitzer.
(5) Mr. Curran joined the Company in March 2000.
(6) Mr. Allcorn joined the Company in May 2000.
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to options
granted to the named executive officers of the Company during fiscal 2000. The
Company has never granted any stock appreciation rights.
INDIVIDUAL GRANTS
------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/ POTENTIAL REALIZABLE VALUE
UNDERLYING SARS MARKET AT ASSUMED ANNUAL RATES
OPTIONS/ GRANTED TO PRICE OF STOCK PRICE APPRECIATION
SARS EMPLOYEES EXERCISE OR ON DATE FOR OPTION TERM(4)
GRANTED IN FISCAL BASE PRICE OF GRANT EXPIRATION ---------------------------
NAME (#)(1) YEAR ($/Sh) ($/Sh) Date 5%($) 10%($)
---------------------- ------------- ---------- ----------- -------- ---------- --------- -------
Larry J. Bump......... -0- -0- -0- -0- -0- -0- -0-
Michael F. Curran..... 50,000(2) 7.7 6.00 6.00 2/23/10 188,500 478,000
50,000(2)(3) 7.7 6.25 6.25 7/10/10 196,500 498,000
Melvin F. Spreitzer... -0- -0- -0- -0- -0- -0- -0-
John K. Allcorn....... 100,000(2)(3) 15.5 5.38 5.38 5/03/10 338,000 857,000
James R. Beasley...... -0- -0- -0- -0- -0- -0- -0-
----------
(1) Consists solely of options to acquire shares of Common Stock.
(2) The options were granted for a term of 10 years, subject to earlier
termination in certain events related to termination of employment. The
options become exercisable in 25% increments on the date of grant,
January 1, 2001, January 1, 2002, and January 1, 2003. The option
exercise price may be paid in cash, by delivery of already-owned shares,
in some instances by offset of underlying shares or pursuant to certain
other cashless exercise procedures, or a combination thereof. Tax
withholding obligations, if any, related to exercise may be paid by
delivery of already-owned shares or by offset of the underlying shares,
subject to certain conditions. Under the terms of the Company's 1996
Stock Plan, the Stock Plan Committee retains discretion, subject to plan
limits, to modify the terms of the options and to reprice the options. In
the event of a Change of Control, as defined in the Company's 1996 Stock
Plan, the options become fully exercisable immediately.
(3) Each vesting date of the options (in the case of Mr. Curran, options for
only 34,000 shares) shall be accelerated one year for each incremental
$2.00 that the average of the daily closing sales prices of a share of
Common Stock on the New York Stock Exchange over a period of 60
consecutive trading days exceeds the exercise price of the options, as
the case may be, during the term of the options. The options (in the case
of Mr. Curran, options for only 34,000 shares) are transferable under
certain circumstances.
(4) Potential realizable value illustrates the value that might be realized
upon exercise of the options immediately prior to the expiration of their
term, assuming that the market price of the underlying shares appreciates
in value from the date of grant to the end of the option term at rates of
5% and 10%, respectively, compounded annually.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
The following table sets forth certain information with respect to options
exercised by the named executive officers of the Company during fiscal 2000, and
the number and value of unexercised options held by such executive officers at
the end of the fiscal year. The Company has never granted any stock appreciation
rights.
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VALUE OF UNEXERCISED
SHARES NUMBER OF SECURITIES IN-THE-MONEY
ACQUIRED UNDERLYING UNEXERCISED OPTIONS/SARS AT FY-END
ON VALUE OPTIONS/SARS AT FY-END(#) ($)(1)(2)
EXERCISE REALIZED ---------------------------- ---------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------- -------- -------- ----------- ------------- ----------- -------------
Larry J. Bump............ -0- -0- 157,500 27,500 -0- -0-
Michael F. Curran........ -0- -0- 25,000 75,000 6,250 18,750
Melvin F. Spreitzer...... -0- -0- 124,750 33,250 16,438 16,438
John K. Allcorn.......... -0- -0- 25,000 75,000 24,875 74,625
James R. Beasley......... -0- -0- 98,500 19,500 6,575 6,575
----------
(1) Market value of the underlying securities at exercise date or fiscal
year-end, as the case may be, minus the option exercise price.
(2) The closing price for the Common Stock on the New York Stock Exchange on
December 31, 2000, the last trading day of the fiscal year, was $6.375.
PENSION PLAN
The following table sets forth estimated annual lifetime retirement
benefits payable to eligible employees (including the persons named in the
Summary Compensation Table) under the Company's qualified retirement plan in the
specified compensation and years of service classifications following retirement
at age 65. As discussed below, the Company's non-qualified restoration plan was
terminated on January 22, 2001.
ESTIMATED ANNUAL LIFETIME RETIREMENT BENEFITS FOR
AVERAGE YEARS OF SERVICE INDICATED
ANNUAL ---------------------------------------------------------------------------------
EARNINGS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
-------- -------- -------- -------- -------- --------
$125,000.................. $32,934 $43,912 $54,891 $65,869 $ 76,847
150,000.................. 40,247 53,662 67,078 80,494 93,909
175,000.................. 46,097 61,462 76,828 92,194 107,559
200,000.................. 46,097 61,462 76,828 92,194 107,559
300,000.................. 46,097 61,462 76,828 92,194 107,559
400,000.................. 46,097 61,462 76,828 92,194 107,559
600,000.................. 46,097 61,462 76,828 92,194 107,559
The years of credited service for the persons named in the Summary
Compensation Table as of December 31, 2000, are: Larry J. Bump, 23 years;
Michael F. Curran, 0 years; Melvin F. Spreitzer, 26 years; John K. Allcorn, 0
years; and James R. Beasley, 19 years. Amounts shown in the Pension Plan Table
are straight life annuities for years of service classifications listed. The
Pension Plan is an "excess" plan and is not offset by receipt of Social Security
benefits or any other amounts.
The Company maintains a contributory retirement plan for all eligible
employees (excluding nonresident aliens, union members, and certain temporary
and contract employees). Participants who retire at age 65 are entitled to
receive retirement benefits determined on the basis of a formula reflecting
years of credited service multiplied by a percentage of the final average
salary. The final average salary is derived from base salary and annual bonus
received in the highest-paid five consecutive years during the participant's
total years of service with the Company.
Benefits are nonforfeitable when a participant completes five years of
vesting service. Benefits may commence when a participant reaches the later of
Normal Retirement Date (age 65) or the five-year anniversary of the
participation date. Reduced benefits may commence upon a participant's attaining
age 55 and five years of participation. Multiple joint and survivor benefit
options are available to married participants.
-15-
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Contributions are made by the Company based on the actuarially determined
cost of accrued retirement benefits, subject to statutory limits. Employee
contributions are two percent of compensation up to the limit imposed under
Section 401(a)(17) of the U.S. Internal Revenue Code of 1986, as amended (the
"Code"). Employee contributions and interest may be distributed upon the
participant's request at termination or retirement, resulting in a reduced
annuity for vested participants.
In addition to the qualified retirement plan, the Company previously
maintained an Executive Benefit Restoration Plan ("EBRP") to partially restore
retirement benefits to three officers, Messrs. Bump, Spreitzer and Beasley.
Benefit reductions resulting from statutory limits were partially replaced in
the form of a lump sum benefit, according to the plan, which limited the amount
of compensation to be used in calculating the restoration benefit to 150% of the
participant's base salary. The Company made an annual, actuarially calculated
contribution to an irrevocable trust for future distributions from the EBRP. The
EBRP was amended and terminated effective January 22, 2001. Upon termination,
all EBRP assets were distributed to the EBRP participants in accordance with
terms of the EBRP.
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL ARRANGEMENTS
None of the executive officers of the Company have an employment agreement
with the Company.
In October 1998, the Compensation Committee approved and recommended, and
the Board of Directors adopted, the Willbros Group, Inc. Severance Plan (the
"Severance Plan"), effective January 1, 1999. The Board of Directors adopted the
Severance Plan in lieu of entering into new employment agreements with the
executive officers. Each of the executive officers of the Company is a
participant in the Severance Plan. The Severance Plan, which will remain in
effect until December 31, 2004, provides that a participant whose employment is
terminated other than for cause or who resigns due to a material reduction of
compensation or other benefits when a change in control of the Company is
imminent or within three years after a change in control of the Company has
occurred, shall be entitled to a severance payment equal to three times his
average annual compensation for the past five years (pro-rated to reflect
assumed retirement at age 65 if the participant is age 62 or older at the time
of termination). The Severance Plan also provides that a participant who
voluntarily terminates his employment for reasons other than a material
reduction of compensation or other benefits within one year after a change in
control of the Company has occurred shall be entitled to a severance payment
equal to two times his average annual compensation for the past five years
(pro-rated to reflect assumed retirement at age 65 if the participant is age 63
or older at the time of termination). Finally, the Severance Plan provides that
a participant whose employment is terminated other than for cause prior to a
change in control of the Company shall be entitled to a severance payment equal
to 100% of his base salary then in effect. A participant who receives a
severance payment under the Severance Plan will be subject to either a one year
or two year competition restriction depending on the basis for the termination.
All taxes on severance payments made under the Severance Plan are the
participant's responsibility.
All outstanding awards under the Company's 1996 Stock Plan, regardless of
any limitations or restrictions, become fully exercisable and free of all
restrictions, in the event of a change in control of the Company, as defined in
such Plan.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Compensation
Committee") administers the compensation program for executive officers of the
Company. The Compensation Committee is composed of three independent
non-employee directors and one employee director. The duties of this committee
include reviewing and evaluating the Company's executive compensation program to
assess its effectiveness in attracting, motivating and retaining highly skilled
executive officers. The Stock Plan Committee of the Board of Directors (the
"Stock Plan Committee") administers the Company's 1996 Stock Plan. The Stock
Plan Committee is comprised of three non-employee directors. The Committees have
access to outside compensation consulting firms and compensation information.
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Compensation Philosophy
The objectives of the Company's executive compensation program include:
o Providing a total executive compensation plan that is
performance-driven and rewards business success based on an
executive's individual performance;
o Aligning the financial interests of the executive officers with
the performance of the Company;
o Emphasizing equity-based compensation for Company executives to
reinforce management's focus on stockholder value; and
o Attracting, motivating, and retaining executive officers to
achieve the Company's business objectives.
The Compensation Committee adheres to an executive compensation philosophy that
supports the Company's business strategies. Compensation decisions under the
executive employee compensation program are made by the Compensation Committee
and approved by the Board of Directors.
Compensation Program
Company executives participate in a comprehensive compensation program
comprised of base salary, potential for annual discretionary incentive
compensation awards, and long-term equity-based opportunities in the form of
stock options.
Base Salary. The level of base salary paid to executive officers is
determined on the basis of performance, experience and such other factors as may
be appropriately considered by the Compensation Committee. Each year the
Compensation Committee reviews the base salaries of the executives and considers
salary adjustments based on individual performance, overall financial results of
the Company and cost-of-living indicators. None of the executive officers of the
Company received a salary increase for 2000.
Annual Incentive Program. In 2000, the Company's executive officers
were eligible for discretionary annual cash incentive awards based on
performance guidelines tied to annual operating performance levels. Each
executive officer is eligible to earn an individual award expressed as a
percentage of base salary. Executive officer incentive award opportunities vary
by level of responsibility. There is no minimum incentive award. The maximum
percentage of base salary payable as an incentive award ranges from 100% to
300%, depending on the executive officer's position. The awards are based on
three components: return on stockholders' equity, return on investor capital and
individual performance. Return on investor capital is used to assure that a
portion of each executive's total compensation is dependent upon appreciation in
the Company's stock price which links executive compensation to the interests of
the stockholders. Several factors are considered in evaluating an executive's
individual performance, which include achievement of business strategy,
successful accomplishment of business goals and objectives, and contribution
toward the Company's profitability.
Long-Term Incentive Program. In 1996, the Board of Directors and the
stockholders of the Company approved the 1996 Stock Plan ("Stock Plan"). The
Stock Plan permits the Stock Plan Committee to grant various stock-based awards,
including options, stock appreciation rights and restricted stock, to executive
officers and key management employees of the Company based on competitive
practices and the Company's overall performance. Stock options are designed to
provide grantees with the opportunity to acquire a proprietary interest in the
Company and to give such persons a stronger incentive to work for the continued
success of the Company. An option award may be either an incentive stock option
("ISO") or a non-qualified stock option ("NSO"). The Stock Plan Committee takes
into account management's recommendations regarding the number of shares or
options to be awarded to specific employees.
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To date, the Stock Plan Committee has granted only ISO and NSO awards.
Both ISO and NSO awards entitle the employee to purchase a specified number of
shares of the Company's Common Stock at a specified price during a specified
period. Both the ISO awards and the NSO awards have a 10-year term. Both types
of awards are designed as an incentive for future performance by the creation of
stockholder value over the long-term since the greatest benefit of the options
is realized only if stock price appreciation occurs. The Company uses stock
options as its sole long-term incentive device since stock options provide the
cleanest tie between enhanced stockholder wealth and executive pay.
Chief Executive Officer Compensation for 2000
Mr. Bump voluntarily accepted a salary reduction for 2000. Mr. Bump
asked that he not be considered for a discretionary bonus in respect of 2000. As
the Company's largest single individual stockholder, Mr. Bump continues to have
strong incentive to create value for the Company's stockholders. There were no
awards granted under the Company's 1996 Stock Plan to Mr. Bump during 2000.
Policy Regarding Tax Deductibility of Executive Compensation
Section 162(m) of the Code places a $1 million per person limitation on
the United States tax deduction a U.S. subsidiary employer may take for
compensation paid to the Company's Chief Executive Officer and its four other
highest paid executive officers, except compensation which constitutes
performance-based compensation as defined by the Code is not subject to the $1
million limit. None of the executive officers exceeded the limits imposed by
Section 162(m) in 2000. The Stock Plan Committee generally intends to grant
awards under the Company's 1996 Stock Plan consistent with the terms of Section
162(m) so that such awards will not be subject to the $1 million limit. While
the Company intends to pursue a strategy of maximizing the deductibility of
compensation paid to executive officers in the future, it also intends to
maintain the flexibility to take actions that it considers to be in the
Company's best interests and to take into consideration factors other than
deductibility. In doing so, the Compensation and Stock Plan Committees may
utilize alternatives such as deferring compensation to qualify compensation for
deductibility and may rely on grandfathering provisions with respect to existing
compensation commitments. If any executive officer compensation exceeds this
limitation, it is expected that such cases will represent isolated, nonrecurring
situations arising from special circumstances.
The Compensation Committee and the Board of Directors believe that the
executive compensation policies promote the interest of the stockholders and the
Company effectively, and the various compensation opportunities afforded the
executive officers are appropriately balanced to provide motivation for
executives to contribute to the profitability and overall success of the
Company.
COMPENSATION COMMITTEE STOCK PLAN COMMITTEE
Guy E. Waldvogel (Chairman) Guy E. Waldvogel (Chairman)
Melvin F. Spreitzer John H. Williams
John H. Williams James B. Taylor, Jr.
James B. Taylor, Jr.
The Report on the Executive Compensation shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the
extent that the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such Acts.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2000, Melvin F. Spreitzer, an executive officer of the Company,
was a member of the Compensation Committee and participated in deliberations
concerning executive officer compensation. The other three members of the
Compensation Committee, Guy E. Waldvogel, John H. Williams and James B. Taylor,
Jr., are non-employee directors of the Company.
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PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the
cumulative total stockholder return on the Company's Common Stock during the
period commencing August 15, 1996 (the date on which the Company's Common Stock
began trading publicly), and ending on December 31, 2000, with the cumulative
total return on the S&P 500 Index and the S&P Engineering & Construction Index.
The comparison assumes $100 was invested on August 15, 1996, in the Company's
Common Stock and in each of the foregoing indices and assumes reinvestment of
dividends.
[PERFORMANCE GRAPH]
YEARS ENDED
------------------------------------------------------------------------------------
15-Aug-98 31-Dec-96 31-Dec-97 31-Dec-98 31-Dec-99 31-Dec-00
--------- --------- --------- --------- --------- ---------
WILLBROS GROUP, INC. 100 101.30 155.85 57.79 48.05 66.23
S&P Engineering & Construction Index 100 90.78 74.98 66.18 56.69 58.99
S&P 500 Index 100 112.66 150.25 193.18 233.83 212.54
The above performance graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
REPORT OF THE AUDIT COMMITTEE
The Securities and Exchange Commission has adopted new rules and
amendments to current rules relating to the disclosure of information about
companies' audit committees. The new rules require that a company's proxy
statement contain a report of its audit committee. In addition, the SEC
recommends that an audit committee adopt a written charter and requires that the
charter be included as an attachment to the proxy statement at least once every
three years.
The Company's Audit Committee consists of three directors, all of whom
are independent directors under current listing standards of the New York Stock
Exchange.
The Audit Committee reviewed the Audit Committee Charter and made a
number of changes to reflect the new standards set forth in SEC regulations and
the New York Stock Exchange Listing Standards. The revised charter was adopted
and is included in this Proxy Statement as Exhibit A.
-19-
21
The Audit Committee has reviewed and discussed the audited financial
statements of the Company for the fiscal year 2000 with management and with the
Company's independent auditors. Specifically, the Audit Committee has discussed
with the independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61, Communication with Audit Committees.
The Audit Committee has received the written disclosures and the letter
from the Company's independent accountants, KPMG LLP, required by Independence
Standards Board Standard No. 1, Independence Discussions With Audit Committees.
Additionally, the Audit Committee has discussed with KPMG the issue of its
independence from the Company.
Based on its review of the audited financial statements and the various
discussions noted above, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000.
THE AUDIT COMMITTEE
Peter A. Leidel (Chairman)
James B. Taylor, Jr.
Guy E. Waldvogel
The Report of the Audit Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
CERTAIN TRANSACTIONS
Since January 1, 2000, (a) there has not been nor is there currently
proposed any transaction or series of similar transactions to which the Company
was or is to be a party in which the amount involved exceeds $60,000 and in
which any director, executive officer, holder of more than five percent of the
Common Stock of the Company or any member of the immediate family of any of the
foregoing persons had or will have a direct or indirect material interest, and
(b) none of the executive officers, directors or any member of their immediate
family have been indebted to the Company in amounts in excess of $60,000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than 10% of the Common Stock, to report their initial ownership of the
Common Stock and any subsequent changes in that ownership to the SEC and the New
York Stock Exchange, and to furnish the Company with a copy of each such report.
SEC regulations impose specific due dates for such reports, and the Company is
required to disclose in this Proxy Statement any failure to file by these dates
during and with respect to fiscal 2000.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during and with respect to fiscal 2000, all Section 16(a)
filing requirements applicable to its officers, directors and more than 10%
stockholders were complied with.
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22
OTHER MATTERS
MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors knows of no matters other than those described
in this Proxy Statement which will be brought before the Annual Meeting for a
vote of the stockholders. If any other matter properly comes before the Annual
Meeting for a stockholder vote, the persons named in the accompanying proxy will
vote thereon in accordance with their best judgment.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the Company's
2002 Annual Meeting of Stockholders must be received at the principal executive
offices of the Company, Plaza Bancomer Building, 50th Street, 8th Floor,
Apartado 6307, Panama 5, Republic of Panama, on or before December 3, 2001, to
be considered for inclusion in the Company's proxy statement and accompanying
proxy for that meeting.
If a stockholder, who intends to present a proposal at the Company's
2002 Annual Meeting of Stockholders and has not sought inclusion of the proposal
in the Company's proxy materials pursuant to Rule 14a-8, fails to provide the
Company with notice of such proposal by February 16, 2002, then the persons
named in the proxies solicited by the Company's Board of Directors for its 2002
Annual Meeting of Stockholders may exercise discretionary voting power with
respect to such proposal.
ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2000, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE TO STOCKHOLDERS UPON WRITTEN REQUEST TO: MICHAEL W.
COLLIER, INVESTOR RELATIONS, C/O WILLBROS USA, INC., 4400 POST OAK PARKWAY,
SUITE 1000, HOUSTON, TEXAS 77027.
By Order of the Board of Directors,
John N. Hove
Secretary
April 2, 2001
Panama City, Panama
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EXHIBIT A
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF WILLBROS GROUP, INC.
1.0 AUDIT COMMITTEE PURPOSE
The Audit Committee is appointed by the Board of Directors to assist
the Board in fulfilling its oversight responsibilities. The Audit
Committee's primary duties and responsibilities are to:
o Monitor the integrity of the Company's financial reporting
processes and systems of internal controls regarding finance
and accounting.
o Monitor the independence and performance of the Company's
independent auditors.
o Provide an avenue of communication among the independent
auditors, management, the internal auditing department, and
the Board of Directors.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct
access to the independent auditors as well as anyone in the
organization. The Audit Committee has the ability to retain, at the
Company's expense, special legal, accounting, or other consultants or
experts it deems necessary in the performance of its duties.
2.0 AUDIT COMMITTEE COMPOSITION AND MEETINGS
2.1 Size and Independence
The Audit Committee shall be comprised of a minimum of three directors
as determined by the Board, each of whom shall be independent,
non-executive directors, free from any relationship that would
interfere with the exercise of his or her independent judgment. All
members of the Committee shall have a basic understanding of finance
and accounting and be able to read and understand fundamental financial
statements, and at least one member of the Committee shall have
accounting or related financial management expertise.
2.2 Appointment
Audit Committee members shall be appointed by the Board. If an Audit
Committee Chair is not designated or present, the members of the
Committee may designate a Chair by majority vote of the Committee
membership.
2.3 Meetings
The Committee shall meet at least annually, or more frequently as
circumstances dictate. The Audit Committee Chair shall prepare and/or
approve an agenda in advance of each meeting. The Committee should meet
privately in executive session at least annually with management, the
independent auditors, and as a committee to discuss any matters that
the Committee or each of these groups believe should be discussed. In
addition, the Committee, or at least its Chair, may communicate with
management quarterly to review the Company's financial statements.
A-1
24
3.0 AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES
3.1 Review Procedures
a) Review and reassess the adequacy of this Charter annually. Submit the
Charter to the Board of Directors for approval and have the document
published as part of the Proxy Statement every three years.
b) Review the Company's annual audited financial statements prior to
filing or distribution.
c) In consultation with the management, the independent auditors, and the
internal auditors, consider the integrity of the Company's financial
reporting processes and controls. Review significant findings prepared
by the independent auditors and the internal auditing department.
d) Insure that management reviews with the independent auditors the
Company's quarterly financial results prior to the release of earnings
and/or the Company's quarterly financial statements prior to filing or
distribution. Discuss with management significant changes to the
Company's accounting principles and any items required to be
communicated by the independent auditors. The Chair of the Committee
may represent the entire Audit Committee for purposes of this review.
3.2 Independent Auditors
a) The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall review
the independence and performance of the auditors and annually recommend
to the Board of Directors the appointment of the independent auditors
or approve any discharge of auditors when circumstances warrant.
b) On an annual basis, the Committee should review and discuss with the
independent auditors all significant relationships they have with the
Company that could impair the auditors' independence.
c) Review the independent auditors audit plan including discussions of
scope, staffing, locations, reliance upon management including internal
audit and general audit approach.
d) Prior to releasing the year-end earnings, discuss the results of the
audit and certain matters required to be communicated to the Audit
Committee with the independent auditors including:
o The auditors' responsibility under Generally Accepted Auditing
Standards (GAAS);
o Significant accounting policies;
o Management judgments and accounting estimates;
o Significant audit adjustments;
o Other information in documents containing audited financial
statements;
o Disagreements with management including accounting principles,
scope of audit, disclosures;
o Consultation with other accountants by management;
o Major issues discussed with management prior to retention; and
o Difficulties encountered in performing the audit.
e) Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in
its financial reporting.
A-2
25
3.3 Internal Audit and Legal
a) Review the budget plan, changes in plan, activities, organizational
structure, and qualifications of the internal auditor, as needed.
b) Review the appointment, performance, and replacement of the internal
auditor.
c) Review significant reports prepared by the internal auditor.
d) On an annual basis, consider reviewing with the Company's counsel any
legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with
applicable laws and regulations, and inquiries received from regulators
or governmental agencies.
3.4 Other Responsibilities
a) Annually prepare a report to shareholders to be included in the
Company's annual Proxy Statement stating that the Audit Committee has:
o Reviewed and discussed the audited financial statements with
management;
o Discussed with the independent auditors the matters required
to be discussed by Statement of Auditing Standards No. 61;
o Received certain disclosures from the auditors regarding their
independence as required by the Independent Standards Board
Statement No. 1; and
o Recommended to the Board of Directors that the audited
financial statements be included in the annual report filed
with the SEC.
b) Perform any other activities consistent with this Charter, the
Company's By-laws and governing law, as the Committee or the Board of
Directors deems necessary or appropriate.
c) Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.
d) Establish, review, and update periodically a Code of Business Conduct
and ensure that management has established a system to enforce this
Code.
3.5 Disclaimer
While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or
conduct audits or to determine that the Company's financial statements
are complete and accurate and are in accordance with generally accepted
accounting principles. This is the responsibility of management and the
independent auditor. Nor is it the duty of the Audit Committee to
conduct investigations, to resolve disagreements, if any, between
management and the independent auditor, or to assure compliance with
laws and regulations and the Company's Code of Business Conduct.
A-3
26
EXHIBIT B
AMENDMENT NUMBER 2
TO THE
WILLBROS GROUP, INC.
1996 STOCK PLAN
1. Introduction. On April 16, 1996, the Board of Directors of Willbros
Group, Inc. (the "Company") adopted, and on May 21, 1996, the
stockholders of the Company approved, the Willbros Group, Inc. 1996
Stock Plan (as amended, the "Plan"). The Plan permits the granting of
awards, including stock options, to key employees (including officers
and directors who are employees) of the Company or its subsidiaries.
The Board of Directors of the Company adopted on February 24, 1999, and
the stockholders of the Company approved on May 6, 1999, Amendment
Number 1 to the Plan which increased the total number of shares of
Common Stock of the Company available for issuance pursuant to awards
granted under the Plan from 1,125,000 shares to 2,125,000 shares.
Under the terms of the Plan, a total of 2,125,000 shares of Common
Stock of the Company are available for issuance pursuant to awards
granted under the Plan (subject to adjustment in the event of certain
corporate transactions such as a stock split, etc.).
2. Purpose. The sole purpose of this Amendment is to increase the total
number of shares of Common Stock of the Company available for issuance
pursuant to awards granted under the Plan from 2,125,000 shares to
3,125,000 shares, which will enable the Company to continue to grant
awards under the Plan to attract and retain key employees of the
Company and its subsidiaries.
3. Amendment. In the first paragraph of Section 4 of the Plan, the number
"2,125,000" is deleted and the number "3,125,000" is substituted
therefor.
4. No Change. Except as specifically set forth herein, this Amendment does
not change the terms of the Plan.
5. Effective Date. This Amendment shall take effect and be adopted on the
date that the stockholders of the Company approve this Amendment.
Executed this 7th day of March, 2001.
ATTEST: WILLBROS GROUP, INC.
/s/ John N. Hove By: /s/ Larry J. Bump
---------------------------------- ---------------------------------
John N. Hove Larry J. Bump
Secretary Chairman of the Board and
Chief Executive Officer
27
[LOGO] WILLBROS GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 9, 2001
The undersigned hereby appoints L.W. Watson, III, Ernesto Duran and
Francisco Arias G., and each of them, with full power of substitution, as
proxies to represent and vote all of the shares of Common Stock the undersigned
is entitled to vote at the Annual Meeting of Stockholders of Willbros Group,
Inc. to be held on the 9th day of May, 2001, at 9:00 a.m., local time, at the
Hotel Marriott Panama, Calle 52 y Ricardo Arias, Panama City, Panama, and at any
and all adjournments thereof, on all matters coming before said meeting.
PLEASE MARK, SIGN AND DATE THE PROXY ON THE OTHER SIDE
AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(CONTINUED ON OTHER SIDE)
28
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY PLEASE MARK
THE STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS YOUR VOTES AS [X]
1, 2 AND 3. INDICATED IN
THIS EXAMPLE
1. Election of Directors.
FOR WITHHOLD Nominees: Michael J. Pink and John H. Williams as Class II Directors.
all nominees listed AUTHORITY
to the right (except to vote for all INSTRUCTIONS: To withhold authority to vote for any individual nominee,
as marked to the nominees listed write the nominee's name in the space provided below.
contrary) to the right
[ ] [ ]
-----------------------------------------------------------------------
2. Approval of Amendment Number 2 to Willbros Group, Inc. 1996 Stock Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Ratification of KPMG LLP as independent auditors of the Company for 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting
and at any and all adjournments thereof.
--------------------------------------------------------------
Signature
--------------------------------------------------------------
Signature if held jointly
Dated: , 2001
--------------------------------------------------
Please sign exactly as name appears herein, date and return promptly.
When shares are held by joint tenants, both must sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by
duly authorized officer and give title of officer. If a partnership,
please sign in partnership name by authorized person and give title or
capacity of person signing.