--------------------------
OMB APPROVAL
--------------------------
OMB Number: 3235-0058
Expires: March 31, 2006
Estimated average burden
hours per response... 2.50
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 1-11953
---------
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form 10-D
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: September 30, 2005
--------------------------------------------------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
-----------------------------------------------
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
----------------------
------------------------------------------------------------------------------
PART I
REGISTRANT INFORMATION
Full Name of Registrant Willbros Group, Inc.
-------------------------------------------------------
Former Name if Applicable
-----------------------------------------------------
Plaza 2000 Building, 50th Street, 8th Floor, P.O. Box 0816-01098
-------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Panama, Republic of Panama
-------------------------------------------------------------------------------
City, State and Zip Code
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
[ ] day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution
report on Form 10-D or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof, could not
be filed within the prescribed time period.
Willbros Group, Inc. (the "Company") is filing this Form 12b-25 because it needs
additional time to file its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005, which was due on November 9, 2005. As previously reported,
the Company has been unable to complete and file its Annual Report on Form 10-K
for the fiscal year ended December 31, 2004 (the "2004 Form 10-K") and its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005 and June
30, 2005 (the "First and Second Quarter 2005 Forms 10-Q"). The primary reason
for the delays is the Company's investigation into facts and circumstances
surrounding improper activities of the former President of Willbros
International, Inc. and other employees of that entity or its subsidiaries which
will result in the restatement of the Company's financial statements for the
years 2002 and 2003 and the first three quarters of 2004. In addition, the
Company has not finalized its assessment of internal controls over financial
reporting required by Section 404 of the Sarbanes-Oxley Act.
Until this review and restatements of prior year financial statements are
completed and the Company files its 2004 Form 10-K and First and Second Quarter
2005 Forms 10-Q, the Company will not be able to file its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2005.
(Attach extra sheets if needed.)
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Warren L. Williams 713 403-8064
--------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[ ] Yes [X] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Willbros Group, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 10, 2005 By: Warren L. Williams
------------------------ ---------------------------------------------
Senior Vice President, Chief
Financial Officer and Treasurer
Instruction: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
EXPLANATION REFERRED TO IN PART IV, ITEM (3) OF FORM 12b-25
The Company's investigation discussed in Part III of this Form 12b-25 and
management's evaluation of the impact of its findings on the Company and its
financial results are ongoing. The Company will restate its financial results
for the years ended December 31, 2002 and 2003, and the first three quarters of
2004, and the Company has been unable to complete and file its 2004 Form 10-K
and First and Second Quarter 2005 Forms 10-Q. Although the Company anticipates
that its Form 10-Q for the quarter ended September 30, 2005, will include
significant changes in results of operations from the corresponding period for
the last fiscal year, as of the date of this filing, the Company is unable,
without unreasonable effort and expense, to provide a narrative or quantitative
assessment of those changes.