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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, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO ____________ to ___________
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
4400 Post Oak Parkway, Suite 1000
Houston, Texas 77027
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Willbros Group, Inc.
Plaza Bancomer Building
50th Street, 8th Floor
Apartado 6307
Panama 5, Republic of Panama
Telephone No.: (50-7) 213-0947
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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 29, 2001 By: /s/ Warren L. Williams
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Warren L. Williams
Willbros Employee Benefits Committee
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WILLBROS EMPLOYEES' 401(k) INVESTMENT PLAN
INDEX TO
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page
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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 7-10
Schedule
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Schedule H, Line 4I - Schedule of Assets Held at End of Year 1
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.
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INDEPENDENT AUDITORS' REPORT
Willbros Employee Benefits 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, 2000
and 1999 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 auditing standards generally accepted
in the United States of America. 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, 2000 and 1999 and the
changes in net assets available for plan benefits for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.
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. The
supplemental schedule is the responsibility of the Plan's management. 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
Houston, Texas
May 25, 2001
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WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2000 and 1999
2000 1999
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Investments, at fair value $19,343,059 $21,158,012
Accrued investment income 26,079 4,968
Contributions receivable:
Employer 16,078 --
Participants 47,161 --
Cash -- 19,848
Due (to) from broker 17 (23,895)
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Net assets available for plan benefits $19,432,394 $21,158,933
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See accompanying notes to financial statements.
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WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2000 and 1999
2000 1999
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Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ 428,083 $ 2,319,957
Dividends 102,551 121,233
Interest 55,251 57,431
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585,885 2,498,621
Contributions:
Employer, net of forfeitures 552,991 609,247
Participants 1,757,978 1,613,362
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2,310,969 2,222,609
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Total additions 2,896,854 4,721,230
Deductions from net assets attributed to:
Benefits paid to participants 4,516,281 3,739,919
Trustee and other fees 107,112 115,158
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Total deductions 4,623,393 3,855,077
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Net (decrease) increase (1,726,539) 866,153
Net assets available for plan benefits:
Beginning of year 21,158,933 20,292,780
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End of year $ 19,432,394 $ 21,158,933
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See accompanying notes to financial statements.
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WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(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 document for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a defined contribution plan covering all full-time
employees of Willbros USA, Inc., Willbros Engineers, Inc., and Rogers
and Phillips, 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 matches employee contributions, up to
a maximum of 4% of salary as follows: 100% in the form of cash or 125% in
the form of Willbros Group, Inc. common stock, as elected by the
employee.
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.
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.
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WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
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.
INVESTMENT OPTIONS
Participants may direct investment of their funds to one or more of the
following investment options:
Specifically Directed Investments
Specifically Directed Flexible Choice Investments
The Frank Russell Investment Contract Fund
The Frank Russell Fixed Income I Fund
The Frank Russell Balanced Income Fund
The Frank Russell Domestic Conservative Balanced Fund
The Frank Russell Global Balanced Fund
The Frank Russell Aggressive Balanced Fund
The Frank Russell Global Equity Fund
The Frank Russell Equity I Fund
The Frank Russell All International Markets Fund
The Frank Russell Small Cap Fund
Willbros Group, Inc. Common Stock
ADMINISTRATIVE EXPENSES
Administrative expenses of the Plan (except transaction fees for
participants' specifically directed investments and trustee fees) 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 accounting principles generally accepted in the United States of
America 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.
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WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
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, 2000 and 1999.
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.
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 ended December 31,
1999. Accordingly, information previously required to be disclosed about
participant-directed fund investment programs is not presented in the
Plan's 2000 or 1999 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% 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.
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WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(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 Willbros Employee Benefits Committee retains
the right to change the options available to participants.
The following table presents the fair values of investments at December
31, 2000 and 1999. Investments that represent 5% or more of the Plan's
net assets are separately identified (*).
2000 1999
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Specifically Directed Investment Fund $ 5,742,136* $ 5,862,958*
Specifically Directed Flexible Choice 225,585 --
Investment Fund
FRTC Investment Contract Fund 1,501,798* 1,433,443*
FRTC Fixed Income I Fund 628,908 760,857
FRTC Balanced Income Fund 103,037 23,991
FRTC Domestic Conservative Balanced Fund 51,813 53,357
FRTC Global Balanced Fund 2,793,005* 3,336,280*
FRTC Aggressive Balanced Fund 284,851 372,354
FRTC Global Equity Fund 169,886 288,337
FRTC Equity I Fund 3,361,515* 4,679,053*
FRTC All International Markets Fund 991,988* 1,265,609*
FRTC Small Cap Fund 1,621,835* 1,495,577*
Company Stock Fund 1,401,914* 883,648
Participant Loan Fund 464,788 702,548
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$19,343,059 $21,158,012
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(6) PLAN AMENDMENTS
Effective April 1, 2001, the Plan was amended to allow employees to
participate after 90 days of service without regard to age of the
employee. Vesting in the Company contribution account is based on years
of service earned as follows: 1 to 2 years - 25%; 2 to 3 years - 50%; 3
to 4 years 75%; and over 4 years - 100%.
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SCHEDULE 1
WILLBROS EMPLOYEES' 401(K) INVESTMENT PLAN
Schedule H, Line 4I--Schedule of Assets Held at End of Year
December 31, 2000
Column (a) Column (b) Column (c) Cost (d) Cost (e)
PARTY-IN- DESCRIPTION OF INVESTMENT
INTEREST IDENTITY OF ISSUER, BORROWER, INCLUDING MATURITY DATE, RATE
IDENTIFICATION LESSOR OR SIMILAR PARTY OF INTEREST, PAR OR MATURITY VALUE COST CURRENT VALUE
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Specifically Directed Funds invested in various equity and 4,833,394 5,742,136
Investment Fund interest-bearing securities at the
direction of individual participants
Specifically Directed Flexible Funds invested in various equity and 273,932 225,585
Choice Investment Fund interest-bearing mutual funds at the
direction of individual participants
* Frank Russell Trust Company Equity mutual fund invested in common 2,957,582 3,361,515
Equity I Fund stocks
* Frank Russell Trust Company Fixed income mutual fund invested in 569,534 628,908
Fixed Income I Fund U.S. government bond, U.S. government
agency, corporate, and mortgage-related
bonds
* Frank Russell Trust Company Pooled fund invested in other various 2,360,166 2,793,005
Global Balanced Fund equity and interest-bearing pooled funds
* Frank Russell Trust Company Aggressive equity fund invested in 1,301,488 1,621,835
Small Cap Fund common stocks
* Frank Russell Trust Company Mutual fund invested in international 910,913 991,988
All International Markets equity investments
Fund
* Frank Russell Trust Company Mutual fund invested in guaranteed 1,378,334 1,501,798
Investment Contract Fund investment contracts
* Frank Russell Trust Company Mutual fund invested in U.S. common 100,466 103,037
Balanced Income Fund stocks and bonds
* Frank Russell Trust Company Mutual fund invested in U.S. common 46,651 51,813
Domestic Conservative stocks and bonds
Balanced Fund
* Frank Russell Trust Company Aggressive equity fund invested in U.S. 256,616 284,851
Aggressive Balanced Fund and non-U.S. common stocks
* Frank Russell Trust Company Mutual fund invested in U.S. and 160,776 169,886
Global Equity Fund non-U.S. common stocks
Company Stock Fund Unitized fund in Willbros. Group, Inc. 1,912,495 1,401,914
common stock
Participant Loan Fund Loans extended to participants maturing in 464,788 464,788
less than 5 years with interest rates
ranging from 6% to 9%
Total 17,527,135 19,343,059
See accompanying independent auditors' report.
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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23 Independent Auditors' Consent