AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2002.
REGISTRATION NO. 333-83150
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WILLBROS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
REPUBLIC OF PANAMA 98-0160660
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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PLAZA 2000 BUILDING
50TH STREET, 8TH FLOOR
APARTADO 6307
PANAMA 5, REPUBLIC OF PANAMA
(50-7) 213-0947
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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LARRY J. BUMP
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
WILLBROS GROUP, INC.
C/O WILLBROS USA, INC.
4400 POST OAK PARKWAY
SUITE 1000
HOUSTON, TEXAS 77027
(713) 403-8000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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WITH COPIES TO:
ROBERT A. CURRY, ESQ. JAMES M. PRINCE, ESQ.
ROBERT J. MELGAARD, ESQ. T. MARK KELLY, ESQ.
CONNER & WINTERS, P.C. VINSON & ELKINS L.L.P.
3700 FIRST PLACE TOWER 2300 FIRST CITY TOWER
15 EAST FIFTH STREET 1001 FANNIN
TULSA, OKLAHOMA 74103-4344 HOUSTON, TEXAS 77002-6760
(918) 586-5711 (713) 758-2222
(918) 586-8548 (FACSIMILE) (713) 615-5962 (FACSIMILE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
The sole purpose of this Amendment No. 3 is to file an exhibit to the
Registration Statement, as shown in Item 16 of Part II below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All amounts, except the SEC and NASD fees, are estimates. The Registrant will
pay all of these expenses.
SEC registration fee........................................ $ 6,086
NASD filing fee............................................. 7,115
New York Stock Exchange additional listing fee.............. 20,000
Printing and shipping expenses.............................. 200,000
Legal fees and expenses..................................... 275,000
Accounting fees and expenses................................ 60,000
Transfer agent fees......................................... 7,500
Miscellaneous............................................... 2,299
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Total..................................................... $578,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 64 of the General Corporation Law of Panama (the "PGCL") provides that
directors shall be liable to creditors of the Registrant for authorizing a
dividend or distribution of assets with knowledge that such payments impair the
Registrant's capital or for making a false report or statement in any material
respect. In addition, Article 444 of the Panama Code of Commerce ("Article 444")
provides that directors are not personally liable for the Registrant's
obligations, except for liability to the Registrant and third parties for the
effectiveness of the payments to the Registrant made by stockholders, the
existence of dividends declared, the good management of the accounting, and in
general, for execution or deficient performance of their mandate or the
violation of laws, the Articles of Incorporation, the By-laws or resolutions of
the stockholders. Article 444 provides that the liability of directors may only
be claimed pursuant to a resolution of the stockholders.
The PGCL does not address the issue as to whether or not a corporation may
eliminate or limit a director's, officer's or agent's liability to the
corporation. Nevertheless, Arias, Fabrega & Fabrega, Panamanian counsel to the
Registrant, has advised the Registrant that, as between the Registrant and its
directors, officers and agents, such liability may be released under general
contract principles, to the extent that a director, officer or agent, in the
performance of his duties to the corporation, has not acted with gross
negligence or malfeasance. This release may be included in the Articles of
Incorporation or By-laws of the Registrant or in a contract entered into between
the Registrant and the director, officer or agent. While such a release may not
be binding with respect to a third person or stockholder claiming liability
under Article 444, in order to claim such liability, a resolution of the
stockholders would be necessary, which the Registrant believes would be
difficult to secure in the case of a publicly held company.
The PGCL does not address the extent to which a corporation may indemnify a
director, officer or agent. However, the Registrant's Panamanian counsel has
advised the Registrant that, under general agency principles, an agent, which
would include directors and officers, may be indemnified against liability to
third persons, except for a claim based on Article 64 of the PGCL or for losses
due to gross negligence or malfeasance in the performance of such agent's
duties. The Registrant's Restated Articles of Incorporation release directors
from personal liability to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director and authorize the
Registrant's board of directors to adopt By-laws or resolutions to this effect
or to cause the Registrant to enter into contracts providing for limitation of
liability and for indemnification of directors, officers, and agents. The
Registrant's Restated By-laws provide for indemnification of directors and
officers of the Registrant to the fullest extent permitted by, and in the manner
permissible under, the laws of the Republic of Panama. The Registrant has also
entered into specific agreements with its directors and officers providing for
indemnification of such persons under
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certain circumstances. The Registrant carries directors' and officers' liability
insurance to insure its officers and directors against liability for certain
errors and omissions and to defray costs of a suit or proceeding against an
officer or director. The Registrant also carries directors' and officers'
liability insurance which insures its officers and directors against liabilities
they may incur in connection with the registration, offering or sale of the
securities covered by this Registration Statement.
The preceding discussion is subject to the Registrant's Restated Articles of
Incorporation and Restated By-laws and the provisions of Article 64 of the PGCL
and Article 444 as applicable. It is not intended to be exhaustive and is
qualified in its entirety by the Registrant's Restated Articles of
Incorporation, the Registrant's Restated By-laws and Article 64 of the PGCL and
Article 444.
The form of Underwriting Agreement to be included as Exhibit 1 provides for
indemnification of the Registrant and certain controlling persons under certain
circumstances, including liabilities under the Securities Act of 1933.
ITEM 16. EXHIBITS.
The following is a list of all exhibits filed as a part of this Registration
Statement on Form S-3, including those incorporated by reference herein.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1** Form of Underwriting Agreement.
4.1 Amended and Restated Articles of Incorporation of the
Registrant (previously filed as Exhibit 3.2 to the
Registrant's quarterly report on Form 10-Q for the quarter
ended September 30, 1998, SEC File No. 1-11953, and
incorporated by reference herein).
4.2 Restated By-laws of the Registrant (previously filed as
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, Registration No. 333-5413 (the "S-1 Registration
Statement"), and incorporated by reference herein).
4.3 Form of Stock Certificate for Common Stock, Par Value $0.05
Per Share (previously filed as Exhibit 4 to the S-1
Registration Statement and incorporated by reference
herein).
4.4 Rights Agreement, dated April 1, 1999, between the
Registrant and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (previously filed as an exhibit to the
Registrant's Registration Statement on Form 8-A, dated April
9, 1999, SEC File No. 1-11953, and incorporated by reference
herein).
4.5 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Registrant (previously filed as
Exhibit 3 to the Registrant's Report on Form 10-Q for the
quarter ended March 31, 1999, SEC File No. 1-11953, and
incorporated by reference herein).
5* Opinion of Arias, Fabrega & Fabrega, regarding the legality
of the common stock.
8.1** Opinion of Sidley Austin Brown & Wood LLP regarding U.S. tax
matters.
8.2* Opinion of Arias, Fabrega & Fabrega regarding Panamanian tax
matters (included in Exhibit 5).
23.1** Consent of KPMG LLP.
23.2* Consent of Arias, Fabrega & Fabrega (included in Exhibit 5).
23.3** Consent of Sidley Austin Brown & Wood LLP (included in
Exhibit 8.1).
24** Power of Attorney.
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* Filed herewith.
** Previously filed with this Registration Statement.
ITEM 17. UNDERTAKINGS.
(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 15 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(i) The undersigned Registrant undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as a part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 26th day of
April, 2002.
WILLBROS GROUP, INC.
By: /s/ LARRY J. BUMP
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Larry J. Bump
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3
to Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
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/s/ LARRY J. BUMP Director, Chairman of the Board and April 26, 2002
------------------------------------------------ Chief Executive Officer (Principal
Larry J. Bump Executive Officer
and Authorized Representative
in the United States)
/s/ MICHAEL F. CURRAN Director, Vice Chairman of the April 26, 2002
------------------------------------------------ Board, President and Chief
Michael F. Curran Operating Officer
/s/ WARREN L. WILLIAMS Vice President, Chief Financial April 26, 2002
------------------------------------------------ Officer and Treasurer
Warren L. Williams (Principal Financial Officer and
Principal Accounting Officer)
/s/ PETER A. LEIDEL* Director April 26, 2002
------------------------------------------------
Peter A. Leidel
/s/ RODNEY B. MITCHELL* Director April 26, 2002
------------------------------------------------
Rodney B. Mitchell
/s/ MICHAEL J. PINK* Director April 26, 2002
------------------------------------------------
Michael J. Pink
/s/ JAMES B. TAYLOR, JR.* Director April 26, 2002
------------------------------------------------
James B. Taylor, Jr.
/s/ GUY E. WALDVOGEL* Director April 26, 2002
------------------------------------------------
Guy E. Waldvogel
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ JOHN H. WILLIAMS* Director April 26, 2002
------------------------------------------------
John H. Williams
*By:/s/ LARRY J. BUMP
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Larry J. Bump
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1** -- Form of Underwriting Agreement.
4.1 -- Amended and Restated Articles of Incorporation of the
Registrant (previously filed as Exhibit 3.2 to the
Registrant's quarterly report on Form 10-Q for the quarter
ended September 30, 1998, SEC File No. 1-11953, and
incorporated by reference herein).
4.2 -- Restated By-laws of the Registrant (previously filed as
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, Registration No. 333-5413 (the "S-1 Registration
Statement"), and incorporated by reference herein).
4.3 -- Form of Stock Certificate for Common Stock, Par Value $0.05
Per Share (previously filed as Exhibit 4 to the S-1
Registration Statement and incorporated by reference
herein).
4.4 -- Rights Agreement, dated April 1, 1999, between the
Registrant and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (previously filed as an exhibit to the
Registrant's Registration Statement on Form 8-A, dated April
9, 1999, SEC File No. 1-11953, and incorporated by reference
herein).
4.5 -- Certificate of Designation of Series A Junior Participating
Preferred Stock of the Registrant (previously filed as
Exhibit 3 to the Registrant's Report on Form 10-Q for the
quarter ended March 31, 1999, SEC File No. 1-11953, and
incorporated by reference herein).
5* -- Opinion of Arias, Fabrega & Fabrega, regarding the legality
of the common stock.
8.1** -- Opinion of Sidley Austin Brown & Wood LLP regarding U.S. tax
matters.
8.2* -- Opinion of Arias, Fabrega & Fabrega regarding Panamanian tax
matters (included in Exhibit 5).
23.1** -- Consent of KPMG LLP.
23.2* -- Consent of Arias, Fabrega & Fabrega (included in Exhibit 5).
23.3** -- Consent of Sidley Austin Brown & Wood LLP (included in
Exhibit 8.1).
24** -- Power of Attorney.
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* Filed herewith.
** Previously filed with this Registration Statement.