UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 4, 2004
--------------------------------
WILLBROS GROUP, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Republic of Panama 1-11953 98-0160660
------------------ ---------------- -------------------
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
Plaza 2000 Building
50th Street, 8th Floor
Apartado 0816-01098
Panama, Republic of Panama
--------------------------
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code (50-7) 213-0947
------------------------------
Plaza 2000 Building, 50th Street, 8th Floor, Apartado 0816-01098,
Panama 5, Republic of Panama
-----------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events.
On March 4, 2004, the Registrant issued a press release announcing its
intention to sell, subject to market and other conditions, $60 million
aggregate principal amount of its Convertible Senior Notes due 2024 in
a private, unregistered offering to "qualified institutional buyers,"
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Act"). The Registrant intends to grant the initial purchasers an
option to purchase up to an additional $10 million aggregate principal
amount of the notes. The notes will be convertible under certain
circumstances into shares of the Registrant's common stock. The press
release was issued in accordance with Rule 135c promulgated under the
Act.
A copy of the press release dated March 4, 2004, is attached as an
exhibit hereto and incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including
the exhibit hereto, is neither an offer to sell nor a solicitation of
an offer to purchase any of the securities to be offered. The
securities to be offered have not been registered under the Act or
applicable state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Act and applicable state securities
laws.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 Press release dated March 4, 2004, issued by the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WILLBROS GROUP, INC.
Date: March 4, 2004 By: /s/ Warren L. Williams
----------------------------------
Warren L. Williams
Senior Vice President, Chief
Financial Officer and Treasurer
2
Exhibit Index
Exhibit
Number Description
------- ------------------------------------------------------------
99 Press release dated March 4, 2004, issued by the Registrant.