UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 2, 2006
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WILLBROS GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Republic of Panama
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(State or Other Jurisdiction of Incorporation)
1-11953 98-0160660
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(Commission File Number) (IRS Employer Identification No.)
Plaza 2000 Building, 50th Street, 8th Floor, P.O. Box 0816-01098, Panama,
Republic of Panama
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(Address of Principal Executive Offices) (Zip Code)
+50-7-213-0947
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The description of the sale by Willbros Group, Inc. (the "Company"),
of $5.7 million of 6.50% Senior Convertible Notes due 2012 (the "Notes"), set
forth under Item 3.02 of this Current Report on Form 8-K is incorporated by
reference herein. The description of the terms and conditions of the Notes, the
purchase agreement dated as of December 22, 2005 (the "Purchase Agreement"),
and the indenture dated December 23, 2005 governing the Notes (the
"Indenture"), set forth under Item 1.01 of the Company's Current Report on Form
8-K filed on December 23, 2005, together with the complete text of the Purchase
Agreement and the Indenture, which are filed as exhibits to such report, are
also incorporated by reference herein.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The Purchase Agreement provides that at any time during a period of 90
days following the initial December 23, 2005 closing of the sale of $65 million
in aggregate principal amount of Notes, the Note purchasers may purchase up to
an additional $19.5 million in aggregate principal amount of Notes. As reported
in the Company's Current Report on Form 8-K filed on January 19, 2006, on
January 19, 2006, two of the initial purchasers exercised their respective
options to purchase an additional $7.5 million in aggregate principal amount of
Notes. On February 2, 2006, two other initial purchasers exercised their
respective options to purchase an additional $5.7 million in aggregate
principal amount of Notes. As a result, the aggregate principal amount of the
Notes is currently $78.2 million. The Notes are convertible into a number of
shares of the Company's common stock at a conversion rate of 56.9606 shares of
common stock per $1,000 principal amount of Notes, which is equivalent to an
initial conversion price of approximately $17.56 per share, subject to
adjustment in certain circumstances. After payment of cash selling commission
fees in the amount of approximately $0.2 million, the Company will receive net
proceeds of approximately $5.5 million from the sale of an additional
$5.7 million in aggregate principal amount of the Notes.
The securities sold here (and initially) were offered pursuant to
exemptions from registration under Section 4(2) of the Securities Act of 1933,
as amended, and Rule 506 of Regulation D. There were a total of two purchasers
(eight initial purchasers), both of whom were accredited.
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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: February 3, 2006 By: /s/ Warren L. Williams
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Warren L. Williams
Senior Vice President, Chief Financial
Officer and Treasurer
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