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
(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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[LOGO] WILLBROS GROUP, INC.
PLAZA 2000 BUILDING
50TH STREET, 8TH FLOOR
APARTADO 6307
PANAMA 5, REPUBLIC OF PANAMA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 15, 2003
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 Thursday, May 15, 2003, at 9:00 a.m., local time, for the following
purposes:
1. To elect two directors of the Company to Class I for three-year
terms;
2. To consider and act upon a proposal to ratify the appointment of
KPMG LLP as the independent auditors of the Company for 2003; and
3. 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 21,
2003, 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,
Dennis G. Berryhill
Secretary
Panama City, Panama
April 9, 2003
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.
[LOGO] WILLBROS GROUP, INC.
PLAZA 2000 BUILDING
50TH STREET, 8TH FLOOR
APARTADO 6307
PANAMA 5, REPUBLIC OF PANAMA
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 15, 2003
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 15, 2003, 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 9, 2003, to stockholders of record on March 21, 2003.
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, and (b) 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 21, 2003, will
be entitled to vote at the Annual Meeting. As of March 21, 2003, there were
issued and outstanding 20,633,903 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
ratification of the appointment of the independent auditors.
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 I directors will expire at
the Annual Meeting. The terms of the current Class II directors and the current
Class III directors will expire at the annual meetings of stockholders to be
held in 2004 and 2005, respectively.
In accordance with the recommendation of the Nominating Committee, the
Board of Directors has nominated Peter A. Leidel and James B. Taylor, Jr. for
election as Class I directors. Messrs. Leidel and Taylor, who currently serve as
Class I directors and whose terms expire at the Annual Meeting, are standing for
re-election as Class I directors for terms expiring at the annual meeting of
stockholders in 2006. One Board position in Class I 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. Leidel and Taylor. 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.
Larry J. Bump retired as Chief Executive Officer of the Company on May
30, 2002, and the Board of Directors elected Michael F. Curran as his successor
as Chief Executive Officer. Mr. Bump was re-elected as a director at the Annual
Meeting of Stockholders in 2002 and continues to serve as Chairman of the Board
of Directors.
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 I
(TERM EXPIRES MAY 2006)
PETER A. LEIDEL, age 46, was elected to the Board of Directors in 1992.
Since September 1997, Mr. Leidel has been a founder and partner in Yorktown
Partners, L.L.C., an investment management company. From 1983 to September 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 Companies, Inc. and Carbon Energy Corporation.
JAMES B. TAYLOR, JR., age 64, was elected to the Board of Directors in
February 1999. Mr. Taylor is currently a Director of TMBR Sharp Drilling, Inc.
Mr. Taylor co-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. From 1996 to 1998, he was a Director and
consultant for Arakis Energy, a Canadian public company with operations in North
America and the Middle East. Prior to that time, he served for 28 years for
Occidental Petroleum Corporation in various worldwide exploration and operations
management positions before retiring in 1996 as Executive Vice President.
One Board position in Class I is currently vacant.
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DIRECTORS CONTINUING IN OFFICE
CLASS II
(TERM EXPIRES MAY 2004)
MICHAEL J. PINK, age 65, was elected to the Board of Directors in 1996.
Mr. Pink has been a consultant to oil and gas industry investors since January
1997. 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.
JOHN H. WILLIAMS, age 84, 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. and Unit Corporation, and is an
honorary member of the Board of Directors of The Williams Companies, Inc.
RODNEY B. MITCHELL, age 67, was elected to the Board of Directors in
July 2001. Mr. Mitchell has over 30 years of experience in the investment
management business. He is President and Chief Executive Officer of The Mitchell
Group, Inc., an investment advisory firm he founded in 1989. Previously, Mr.
Mitchell was President and Chief Executive Officer of Talassi Management
Company, another investment advisory organization he formed in 1970.
CLASS III
(TERM EXPIRES MAY 2005)
LARRY J. BUMP, age 63, joined Willbros in 1977 as President and Chief
Operating Officer and was elected to the Board of Directors. Mr. Bump served as
Chief Executive Officer from 1980 until his retirement from the Company in May
2002. He was elected Chairman of the Board of Directors in 1981 and continues to
serve in that capacity. His 43 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. Mr. Bump served two terms as President of the
International Pipeline & Offshore Contractors Association. He also serves as a
Director of 3TEC Energy Corporation and EMCOR Group, Inc.
GUY E. WALDVOGEL, age 66, was elected to the Board of Directors in
1990. Mr. Waldvogel retired in 2001 from Heerema Holding Construction, Inc., a
major marine engineering, fabrication and installation contractor, where he had
served as Director and Chief Financial Officer for more than 10 years.
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 Holding, AG.
MICHAEL F. CURRAN, age 62, joined Willbros in March 2000 as a Director,
Vice Chairman of the Board of Directors, President and Chief Operating Officer.
Mr. Curran was named Chief Executive Officer in May 2002. He served from 1972 to
2000 as Chairman of the Board of Directors and Chief Executive Officer of
Michael Curran & Associates, a mainline pipeline construction company in North
America and West Africa, prior to joining Willbros. Mr. Curran has over 41 years
of diversified experience in pipeline construction around the world, including
32 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.
COMPENSATION OF DIRECTORS
Employee directors receive no additional compensation for service on
the Board of Directors or any committee thereof. Non-employee directors
currently receive an annual retainer of $30,000 plus a fee of $1,500 per meeting
for attending meetings of the Board of Directors. Non-employee directors also
receive fees for attending meetings of committees of the Board of Directors as
follows: chairman of the committee receives $2,500 per meeting and the other
members of the committee receive $1,500 per meeting. Non-employee directors
automatically receive non-qualified stock options under the Willbros Group, Inc.
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Director Stock Plan (the "Director Stock Plan"). Under the Director Stock Plan,
an initial option to purchase 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 5,000 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.
On May 30, 2002, the stockholders approved an amendment to the Director Stock
Plan at the annual meeting increasing the annual stock option grant from 1,000
shares of Common Stock to 5,000 shares of Common Stock. The option exercise
price of each option granted under the Director Stock Plan is equal to the fair
market value of the Common Stock on the date of grant. A total of 225,000 shares
of Common Stock is available for issuance under the Director Stock Plan. During
fiscal 2002, Mr. Taylor was granted an option to purchase 1,000 shares of Common
Stock at an exercise price of $14.80 per share, Mr. Mitchell was granted an
option to purchase 5,000 shares of Common Stock at an exercise price of $15.00
per share, Messrs. Leidel and Waldvogel were each granted an option to purchase
5,000 shares of Common Stock at an exercise price of $13.65 per share, and
Messrs. Pink and Williams were each granted an option to purchase 5,000 shares
of Common Stock at an exercise price of $7.26 per share. No options have been
exercised under the Director Stock 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.
During 2002, Mr. Bump waived any right to receive an initial option
grant under the Director Stock Plan upon becoming a non-employee director. The
Company also paid Mr. Bump $70,000 during 2002 for consulting services
consisting of advice and assistance rendered in connection with its business
activities.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 2002, the Board of Directors held five 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 2002. In addition, the Board of Directors took action six times during
2002 by unanimous written consent. The Board of Directors has a standing
Executive Committee, Audit Committee, Nominating Committee and Compensation
Committee.
During 2002, the Executive Committee was composed of Messrs. Curran
(Chairman), Bump 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 2002.
The Audit Committee was composed of Messrs. Leidel (Chairman), Taylor
and Waldvogel until May 30, 2002. Since then, the Audit Committee has been
composed of Messrs. Leidel (Chairman), Mitchell, Taylor, and Waldvogel. 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 written charter. 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 LLP as described in this Proxy Statement under the
caption "All Other Fees" under Proposal Two 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 2002.
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The Nominating Committee was composed of Messrs. Williams (Chairman)
and Pink until May 30, 2002. Since then, the Nominating Committee has been
composed of Messrs. Williams (Chairman), Bump and Leidel, 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 latter part of April or the early part of May. The Nominating
Committee held one meeting during 2002.
During 2002, the Compensation Committee was composed of Messrs.
Waldvogel (Chairman), Mitchell, Taylor and Williams until May 30, 2002. Since
then, the Compensation Committee has been composed of Messrs. Taylor (Chairman),
Mitchell and Pink. 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 three meetings during 2002.
The Stock Plan Committee administers the Willbros Group, Inc. 1996
Stock Plan. During 2002, the Stock Plan Committee was composed of Messrs.
Waldvogel (Chairman), Mitchell, Taylor and Williams until May 30, 2002. From May
30, 2002 until September 5, 2002, the Stock Plan Committee was composed of
Messrs. Taylor (Chairman), Mitchell and Pink. Effective September 5, 2002, the
Board of Directors merged the Stock Plan Committee with the Compensation
Committee, resulting in a single committee named the Compensation Committee.
There were no Committee membership changes as a result of merging these two
committees since the same directors served on both the Stock Plan Committee and
the Compensation Committee. The Stock Plan Committee held two meetings during
2002.
PROPOSAL TWO
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, 2003. 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 2003.
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.
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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, 2002, 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 $355,000.
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, 2002.
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, 2002, were approximately $259,000. These fees were
audit-related fees and consisted principally of audits of financial statements
of certain employee benefit plans, review of registration statements, issuance
of consents, and income tax and acquisition advisory services.
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, 2003 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.
SHARES
BENEFICIALLY PERCENTAGE
NAME OF OWNER OR IDENTITY OF GROUP OWNED OF CLASS (1)
---------------------------------- ----- ------------
Wellington Management Company, LLP...................................... 2,635,200 (2) 12.8
Heartland Advisors, Inc................................................. 1,195,500 (3) 5.8
FMR Corp................................................................ 1,171,000 (4) 5.7
Michael F. Curran....................................................... 582,130 (5) 2.8
Larry J. Bump........................................................... 566,694 (6) 2.7
James R. Beasley........................................................ 201,500 (7) *
John K. Allcorn......................................................... 194,894 (8) *
Warren L. Williams...................................................... 103,740 (9) *
James K. Tillery........................................................ 86,625(10) *
Peter A. Leidel......................................................... 52,872(11) *
John H. Williams........................................................ 30,000(12) *
Guy E. Waldvogel........................................................ 24,000(13) *
Michael J. Pink......................................................... 15,000(14) *
Rodney B. Mitchell...................................................... 10,000(15) *
James B. Taylor, Jr..................................................... 9,000(16) *
All executive officers and directors as a group (13 people)........... 1,880,754(17) 8.8
--------------
* 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, 2003, 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.
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(2) Information is as of December 31, 2002, and is based on the Schedule 13G
dated February 14, 2003, which was filed by Wellington Management
Company, LLP ("Wellington"). The address for Wellington is 75 State
Street, Boston, Massachusetts 02109. Wellington is an investment advisor
and the shares shown are held by its clients. Of the shares shown,
Wellington has shared voting power over 2,091,630 shares and shared
dispositive power over 2,635,200 shares.
(3) Information is as of December 31, 2002, and is based on the Schedule 13G
dated February 13, 2003, which was filed by Heartland Advisors, Inc.
("Heartland") and William J. Nasgovitz ("Nasgovitz"). Their address is
789 North Water Street, Milwaukee, Wisconsin 53202. Heartland is a
registered investment advisor and the shares shown are held for its
investment advisory clients. Nasgovitz is President and principal
shareholder of Heartland. Of the shares shown, (a) Heartland has sole
voting power over 364,200 shares and sole dispositive power over
1,195,500 shares and (b) Nasgovitz has sole voting power over 700,000
shares.
(4) Information is as of December 31, 2002, and is based on the Schedule
13G dated February 14, 2003, which was filed by FMR Corp. The address for
FMR Corp. is 82 Devonshire Street, Boston, Massachusetts 02109. FMR Corp.
only has sole dispositive power with respect to the shares shown. Edward
C. Johnson, 3d, Chairman of FMR Corp., and Abigail P. Johnson, a Director
of FMR Corp., also each has sole dispositive power with respect to the
shares shown. The shares shown represent shares beneficially owned by
Fidelity Management & Research Company ("Fidelity"), a wholly-owned
subsidiary of FMR Corp., as a result of acting as investment advisor to
various investment companies. Fidelity has the same address as FMR Corp.
(5) Represents (a) 428,155 shares held in a corporation controlled by Mr.
Curran, (b) 150,000 shares subject to stock options which are currently
exercisable at an average exercise price of $9.08 per share, and (c)
3,975 shares held in the Willbros Employees' 401(k) Investment Plan (the
"401(k) Plan") for the account of Mr. Curran.
(6) Includes 145,000 shares subject to stock options which are currently
exercisable at an average exercise price of $9.99 per share.
(7) Includes (a) 67,490 shares held in a trust, of which Mr. Beasley's wife
is trustee, and (b) 134,000 shares subject to stock options which are
currently exercisable at an average exercise price of $10.46 per share.
Mr. Beasley disclaims beneficial ownership over the shares held by his
wife.
(8) Includes (a) 125,000 shares subject to stock options which are currently
exercisable at an average exercise price of $7.30 per share, and (b)
4,269 shares held in the 401(k) Plan for the account of Mr. Allcorn.
(9) Includes (a) 83,400 shares subject to stock options which are currently
exercisable at an average exercise price of $11.66 per share, and (b)
1,865 shares held in the 401(k) Plan for the account of Mr. Williams.
(10) Includes 29,808 shares subject to stock options which are currently
exercisable at an average exercise price of $12.19 per share.
(11) Includes 19,000 shares subject to stock options which are currently
exercisable at an average exercise price of $11.17 per share.
(12) Includes 15,000 shares subject to stock options which are currently
exercisable or exercisable within 60 days of March 1, 2003, at an average
exercise price of $9.02 per share.
(13) Includes 19,000 shares subject to stock options which are currently
exercisable at an average exercise price of $11.17 per share.
(14) Represents 15,000 shares subject to stock options which are currently
exercisable or exercisable within 60 days of March 1, 2003, at an average
exercise price of $9.02 per share.
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(15) Represents 10,000 shares subject to stock options which are currently
exercisable at an average exercise price of $13.85 per share. Does not
include 1,012,353 shares held as of December 31, 2002, by The Mitchell
Group, Inc., a registered investment advisor who holds these shares in
investment advisory accounts managed by it for numerous clients. The
Mitchell Group has full investment discretion with respect to such
accounts. Mr. Mitchell is a director and executive officer of the
Mitchell Group. Mr. Mitchell disclaims beneficial ownership of these
shares.
(16) Represents (a) 1,000 shares held by the James and Sarah Taylor Trust, and
(b) 8,000 shares subject to stock options which are currently exercisable
at an average exercise price of $6.94 per share.
(17) For specific information regarding each of the listed individuals, see
footnotes (5) through (16) above.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to the
compensation of each person who served as the Company's Chief Executive Officer
during fiscal 2002 and each of the Company's four most highly compensated
executive officers other than the Chief Executive Officer, based on salary and
bonus earned during fiscal 2002, for services in all capacities to the Company
and its subsidiaries during each of the Company's last three fiscal years.
LONG-TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------------- ------------------------ --------
SECURITIES
RESTRICTED UNDERLYING LONG-TERM
OTHER ANNUAL STOCK OPTIONS/ INCENTIVE ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) ($) (#)(3) ($) ($)
-------------------------- ---- --------- ----------- ------------ ----------- ------------ ------------ ------------
Larry J. Bump................ 2002 177,083 500,000 -0- -0- -0- -0- 547,222(4)
Chairman and former 2001 310,000 500,000 -0- -0- 100,000 -0- 9,043
Chief Executive Officer 2000 319,333 -0- -0- -0- 100,000 -0- 87,619
Michael F. Curran............ 2002 408,333 860,000 -0- -0- -0- -0- 8,992(4)
President and 2001 305,000 500,000 -0- -0- 100,000 -0- 4,765
Chief Executive Officer 2000 257,008 -0- -0- -0- 100,000 -0- -0-
John K. Allcorn.............. 2002 275,000 315,000 -0- -0- 15,625 -0- 12,955(4)
Executive Vice President 2001 240,000 260,000 -0- -0- 50,000 -0- 7,570
2000 146,667 -0- -0- -0- 100,000 -0- 304
James K. Tillery............. 2002 250,008 240,000 -0- -0- 15,625 -0- 68,928(4)
Senior Vice President of 2001 192,666 211,000 -0- -0- 38,000 -0- 16,832
Willbros International,
Inc....................... 2000 191,667 15,000 -0- -0- -0- -0- -0-
Warren L. Williams........... 2002 213,542 270,000 -0- -0- 15,625 -0- 12,687(4)
Senior Vice President and 2001 189,129 180,000 -0- -0- 70,000 -0- 11,748
Chief Financial Officer 2000 82,500 -0- -0- -0- 30,000 -0- -0-
James R. Beasley............. 2002 204,167 180,000 -0- -0- -0- -0- 10,542(4)
President of Willbros 2001 172,812 150,000 -0- -0- 32,000 -0- 10,334
Engineers, Inc. 2000 152,500 75,000 -0- -0- -0- -0- 9,213
--------------------
(1) Consists of compensation paid 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.
8
(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 $11,000 for Mr. Bump, $8,992 for Mr. Curran, $10,885 for Mr.
Allcorn, $7,500 for Mr. Tillery, $9,187 for Mr. Williams, and $7,175 for
Mr. Beasley, and (b) Executive Life Plan in the amount of $2,070 for Mr.
Allcorn, $469 for Mr. Tillery, $3,500 for Mr. Williams, and $3,367 for Mr.
Beasley. Mr. Bump's amount also consists of (a) payments made under a
Separation Agreement in conjunction with his retirement from the Company
in the amount of $500,000, and (b) payment for accrued vacation time in
the amount of $36,222. See "Employment Agreements, Termination of
Employment and Change in Control Arrangements." Mr. Tillery's amount also
consists of payment for accrued vacation time in the amount of $60,959 as
a result of a subsidiary transfer of his employment within the Company.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to options
granted to the named executive officers of the Company during fiscal 2002. The
Company has never granted any stock appreciation rights.
INDIVIDUAL GRANTS
--------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/ POTENTIAL REALIZABLE VALUE
UNDERLYING SARS MARKET AT ASSUMED ANNUAL RATES
OPTIONS/ GRANTED TO PRICE OF STOCK PRICE APPRECIATION
SARS EMPLOYEES EXERCISE OR ON DATE FOR OPTION TERM(3)
GRANTED IN FISCAL BASE PRICE OF GRANT EXPIRATION -----------------------
NAME (#)(1) YEAR ($/SH) ($/SH) DATE 5%($) 10%($)
--------------------- ------ ---- ---------- -------- ---------- --------- -------
Larry J. Bump............... -0- -0- -0- -0- -0- -0- -0-
Michael F. Curran........... -0- -0- -0- -0- -0- -0- -0-
John K. Allcorn............. 15,625(2) 8.1 14.86 14.86 3/1/02 -0-(2) -0-(2)
James K. Tillery............ 15,625(2) 8.1 14.86 14.86 3/1/02 -0-(2) -0-(2)
Warren L. Williams.......... 15,625(2) 8.1 14.86 14.86 3/1/02 -0-(2) -0-(2)
James R. Beasley............ -0- -0- -0- -0- -0- -0- -0-
---------------
(1) Consists solely of options to acquire shares of Common Stock.
(2) The options were granted for a term of one day and were exercisable in
full on the date of grant. The option exercise price was payable in cash
or in cash and/or a promissory note.
(3) Potential realizable value illustrates the value that might be realized
upon exercise of the options immediately prior to the expiration of their
term, assuming that the market price of the underlying shares appreciates
in value from the date of grant to the end of the option term at rates of
5% and 10%, respectively, compounded annually.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
The following table sets forth certain information with respect to options
exercised by the named executive officers of the Company during fiscal 2002, and
the number and value of unexercised options held by such executive officers at
the end of the fiscal year. The Company has never granted any stock appreciation
rights.
9
SHARES VALUE OF UNEXERCISED
ACQUIRED NUMBER OF SECURITIES IN-THE-MONEY
ON VALUE UNDERLYING UNEXERCISED OPTIONS/SARS AT FY-END
EXERCISE REALIZED OPTIONS/SARS AT FY-END(#) ($)(1)(2)
-------- -------- -------------------------- ---------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------- ----------- --------- ----------- ------------- ----------- -------------
Larry J. Bump............... 40,000 158,000 145,000 -0- 95,400 -0-
Michael F. Curran........... -0- -0- 133,500 66,500 173,870 35,630
John K. Allcorn............. 15,625 -0- 125,000 25,000 284,000 -0-
James K. Tillery............ 66,817 504,086 29,808 19,000 15,900 -0-
Warren L. Williams.......... 18,475 29,754 63,400 33,750 38,710 14,775
James R. Beasley............ -0- -0- 134,000 16,000 71,350 -0-
------------------
(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, 2002, the last trading day of the fiscal year, was $8.22.
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL ARRANGEMENTS
None of the named 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 at that time. Each of the named 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. Mr. Bump did not receive any severance payment
under the Severance Plan as a result of his retirement from the Company.
10
On May 30, 2002, Willbros USA, Inc. ("Willbros USA") entered into a
Separation Agreement with Larry J. Bump under which Mr. Bump retired from
employment with Willbros USA and all affiliated companies effective May 30,
2002. Pursuant to such Separation Agreement, Willbros USA made a lump sum
payment to Mr. Bump in the amount of $536,222. He also received a cash incentive
bonus for 2002 in the amount of $500,000. In conjunction with his retirement,
Mr. Bump entered into a Consulting Agreement with the Company effective June 1,
2002. Pursuant to the Consulting Agreement, he serves as a consultant to the
Company until the later of December 31, 2004, or the date he ceases to serve as
Chairman of the Board of Directors of the Company. He receives a fee of $10,000
per month during the term of the Consulting Agreement.
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 currently composed of three independent
non-employee directors. 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 Compensation Committee also administers the Company's 1996 Stock
Plan and has access to outside compensation consulting firms and compensation
information.
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 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. As a result of that review, all of
the executive officers received a salary increase in 2002, other than Mr. Bump
who retired in May 2002. Mr. Curran received an additional salary increase in
May 2002 when he was promoted to Chief Executive Officer. Some of the executive
officers received raises in part because of their promotions. Mr. Allcorn was
promoted to Executive Vice President, Mr. Tillery was promoted to Senior Vice
President - Operations, Mr. Williams was promoted to Senior Vice President and
11
Mr. Beasley was promoted to Senior Vice President of Willbros USA, Inc. in
addition to maintaining his responsibilities as President of Willbros Engineers,
Inc.
Annual Incentive Program. In 2002, 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 the
financial performance of the Company and individual performance. 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. The
executive officers were considered for and paid cash incentive bonus awards for
2002 based on individual contributions and performance in 2002 with respect to
the overall performance and success of the Company.
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 Compensation 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
Compensation Committee takes into account management's recommendations regarding
the number of shares or options to be awarded to specific employees. The
executive officers, with the exception of Messrs. Bump, Curran and Beasley, were
granted stock option awards in 2002.
To date, the Compensation 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 2002
Mr. Bump served as Chief Executive Officer of the Company until his
retirement from the Company on May 30, 2002. Mr. Curran was elected Chief
Executive Officer effective on May 30, 2002. Messrs. Bump's and Curran's overall
compensation is determined in the same manner as is the compensation for the
other executive officers. Mr. Bump received a lump sum payment, including a cash
incentive bonus for 2002, in connection with the Separation Agreement he entered
into with the Company. Mr. Bump had provided exemplary services to the Company
over the last 25 years. He did not receive a salary increase in 2002 because of
his planned retirement from the Company. Mr. Curran was awarded a cash incentive
bonus for 2002 based on his leadership and contributions to the success of the
Company in 2002. In November 2001 and in May 2002, the Compensation Committee
approved, and the Board of Directors ratified, salary increases for Mr. Curran.
The primary reason for Mr. Curran's salary increase in May 2002 was his
promotion to Chief Executive Officer. There were no awards granted under the
Company's 1996 Stock Plan to Messrs. Bump or Curran during 2002.
12
Policy Regarding Tax Deductibility of Executive Compensation
Section 162(m) of the U.S. Internal Revenue Code places a $1 million
per person limitation on the United States tax deduction a U.S. subsidiary
employer of a publicly-held corporation 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 U.S. Internal Revenue Code is not subject to the $1 million
limit. The Compensation 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 Committee 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
James B. Taylor, Jr. (Chairman)
Rodney B. Mitchell
Michael J. Pink (after May 30, 2002)
Guy E. Waldvogel (until May 30, 2002)
John H. Williams (until May 30, 2002)
The Report on 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 2002, the Compensation Committee was composed of James B.
Taylor, Jr., Rodney B. Mitchell, Michael J. Pink (after May 30, 2002), Guy E.
Waldvogel (until May 30, 2002), and John H. Williams (until May 30, 2002), all
of whom are non-employee directors of the Company.
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 January 1, 1998, and ending on December 31, 2002, with the
cumulative total return on the S&P 500 Index and the S&P 500 Construction &
Engineering Index. The comparison assumes $100 was invested December 31, 1997,
in the Company's Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends.
13
[PERFORMANCE GRAPH]
TOTAL STOCKHOLDER RETURNS
-----------------------------------------------------------------------------------------------------------------
INDEXED RETURNS
Base Years Ended
Period --------------------------------------------------------------
Company/Index Dec97 Dec98 Dec99 Dec00 Dec01 Dec02
-----------------------------------------------------------------------------------------------------------------
WILLBROS GROUP INC 100 37.08 30.83 42.50 106.67 54.80
S&P 500 INDEX 100 128.58 155.63 141.46 124.65 97.10
S&P 500 CONSTRUCTION & ENGINEERING 100 88.27 75.47 84.75 96.98 65.96
-----------------------------------------------------------------------------------------------------------------
Source: S&P Compustat Data Services
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
Securities and Exchange Commission rules require that a company's proxy
statement contain a report of its audit committee. The Company's Audit Committee
consists of four directors, all of whom are independent directors under current
listing standards of the New York Stock Exchange. The role of the Audit
Committee is to assist the Board of Directors in its oversight of the Company's
financial reporting process.
The Audit Committee has reviewed and discussed the audited financial
statements of the Company for the fiscal year 2002 with management and with the
Company's independent auditors. Specifically, the Audit Committee has discussed
with the independent auditors 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 No. 1, Independence Discussions With Audit Committees.
Additionally, the Audit Committee has discussed with KPMG the issue of its
independence from the Company and has concluded that KPMG is independent.
14
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, 2002 to be
filed with the Securities and Exchange Commission.
THE AUDIT COMMITTEE
Peter A. Leidel (Chairman)
Rodney B. Mitchell
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
Except as set forth below, since January 1, 2002, (a) there has not
been any transaction or series of similar transactions to which the Company was
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 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.
The Board of Directors has approved an Employee Stock Purchase Program
(the "Program"). Under the Program, selected executives and officers of the
Company are given the opportunity to borrow funds on an interest free basis for
the purpose of exercising vested stock options granted to the executives under
the Company's 1996 Stock Plan. All such loans will be full recourse and will be
secured by Company stock. The maximum amount that can be loaned to individual
executives under the Program is $250,000. Each loan will have a maximum term of
five years and will not bear interest unless not repaid on the due date. The
loan will become due 90 days after termination of employment or on the normal
due date of the loan, whichever is first. Pursuant to the Program, in March
2002, certain executive officers of the Company became indebted to the Company
in amounts in excess of $60,000 under various notes. The following table sets
forth, as to the persons shown, the largest amounts of their indebtedness
outstanding, the interest rates, the final maturity dates and the outstanding
balances of such indebtedness as of March 1, 2003:
-------------------------------------------------------------------------------
LARGEST FINAL OUTSTANDING
AMOUNT OF INTEREST MATURITY BALANCE AT
NAME INDEBTEDNESS RATE DATE MARCH 1, 2003
---- ------------ -------- -------- -------------
John K. Allcorn $232,188 0% March 2007 $232,188
James K. Tillery $249,995 0% March 2007 $249,995
Warren L. Williams $250,000 0% March 2007 $250,000
In accordance with the recently enacted Sarbanes-Oxley Act of 2002, the
Company in the future will no longer make loans to executive officers of the
Company.
15
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 2002.
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 2002, all Section 16(a)
filing requirements applicable to its officers, directors and more than 10%
stockholders were complied with.
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
2004 Annual Meeting of Stockholders must be received at the principal executive
offices of the Company, Plaza 2000 Building, 50th Street, 8th Floor, Apartado
6307, Panama 5, Republic of Panama, on or before December 11, 2003, 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
2004 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 24, 2004, then the persons
named in the proxies solicited by the Company's Board of Directors for its 2004
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, 2002, 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,
Dennis G. Berryhill
Secretary
April 9, 2003
Panama City, Panama
16
[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 15, 2003
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 15th day of May, 2003, 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)
-------------------------------------------------------------------------------
Address Change/Comments (Mark the corresponding box on the reverse side)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN Please
THE MANNER DIRECTED HEREIN BY THE STOCKHOLDER. IF Mark Here [ ]
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR for Address
PROPOSALS 1 AND 2. Change or
Comments
SEE REVERSE SIDE
1. Election of Directors Nominees: 01 Peter A. Leidel and
02 James B. Taylor, Jr.
as Class I Directors
FOR WITHHOLD
all nominees AUTHORITY
listed to the right to vote for all nominees
(except as marked listed to the right
to the contrary)
[ ] [ ]
INSTRUCTIONS: To withhold authority to vote for
any individual nominee, write the nominee's name in
the space provided below.
____________________________________________________
FOR AGAINST ABSTAIN
2. Ratification of KPMG LLP as independent auditors of the Company for 2003. [ ] [ ] [ ]
3. 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.
Dated:_______________________, 2003
___________________________________
Signature
___________________________________
Signature if held jointly
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.
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-- FOLD AND DETACH HERE --