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) May 14, 2008
WILLBROS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Republic of Panama
(State or Other Jurisdiction of Incorporation)
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| 1-11953
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98-0160660 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 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)
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(Zip Code) |
+50-7-213-0947
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, in October 2007, Willbros Group, Inc. (the “Company”), and its
subsidiary, Willbros International Inc. (“WII”), reached an agreement in principle with
representatives of the United States Department of Justice (the “DOJ”), subject to approval by the
DOJ, to settle its previously disclosed investigation into possible violations of the Foreign
Corrupt Practices Act of 1977, as amended (the “FCPA”). In addition, the Company reached an
agreement in principle with the staff of the Securities and Exchange Commission (the “SEC”),
subject to approval by the Commission, to resolve the SEC’s investigation of possible violations of
the FCPA, the Securities Act of 1933, as amended (the “Securities Act”), and the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Both settlements are subject to the approval
of the United States District Court, Southern District of Texas, Houston Division (the “Court”),
and there is no assurance the settlements will be approved. These investigations stem primarily
from the Company’s former operations in Bolivia, Ecuador and Nigeria.
On May 14, 2008, the DOJ filed in the Court a six-count criminal information against the
Company and WII pursuant to a Deferred Prosecution Agreement among WGI, WII and the DOJ (the
“DPA”). The six counts include conspiracy to violate the FCPA, violations of the FCPA’s
anti-bribery provisions and violations of the FCPA’s books-and-records provisions. Although the
Company and WII did not plead guilty, they face prosecution for the charges alleged in the
information, and possibly other charges as well, if they fail to comply with the DPA. The DPA
requires, for the three-year term of the DPA, continued full cooperation with the DOJ in its
investigation; continued implementation of a compliance and ethics program to prevent and detect
violations of the FCPA and other anti-corruption laws; and continued review of existing internal
controls, policies and procedures in order to ensure that the Company and WII maintain adequate
controls and a rigorous anti-corruption compliance code. The DPA also requires the Company and WII,
at their expense, to engage an independent monitor for three years to assess and make
recommendations about their compliance with the DPA. Provided that the Company and WII comply with
the DPA, the DOJ has agreed not to prosecute the Company or WII based on the conduct described in
the DPA and to move to dismiss the information after three years.
As part of the DPA, the Company will pay $22.0 million in fines in four installments,
consisting of $10.0 million on signing and $4.0 million annually for three years thereafter, with
no interest due on the unpaid amounts.
Also on May 14, 2008, the SEC filed in the Court a Complaint (the “SEC Complaint”) and a
proposed Agreed Final Judgment against the Company (the “Judgment”). Without admitting or denying
the allegations in the SEC Complaint, the Company consented to the filing of the SEC Complaint and
entry of the Judgment to resolve the SEC’s investigation. The SEC Complaint alleges civil
violations of the FCPA’s anti-bribery provisions, the FCPA’s books-and-records and internal control
provisions and various antifraud provisions of the Securities Act and the Exchange Act. If approved
by the Court, the Judgment will permanently enjoin the Company from violating the FCPA’s
anti-bribery, books-and-records, and internal control provisions and certain antifraud provisions
of the Securities Act and the Exchange Act.
The Judgment requires the Company to pay $8.9 million for disgorgement of profits and $1.4
million of pre-judgment interest. The disgorgement and pre-judgment interest are payable in four
equal installments of $2.575 million, first on signing, and annually for three years thereafter.
Post-judgment interest will be payable on the outstanding balance of $7.725 million. In January
2008, the Company deposited the first installment payment of $2.575 million into an escrow account,
as required by the SEC.
In the second and third quarters of 2007, the Company accrued a total of $32.3 million for the
potential settlements with the DOJ and the SEC.
Failure by the Company to comply with the terms and conditions of either the DPA or the
Judgment could result in resumed prosecution and other regulatory sanctions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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Deferred Prosecution Agreement among the Company, WII and the
DOJ filed on May 14, 2008 with the United States District Court, Southern
District of Texas, Houston Division. |
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99.1 |
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Willbros Group, Inc. and Willbros International Inc.
Information document filed on May 14, 2008 by the United States Attorney’s
Office for the Southern District of Texas and the United States Department of
Justice. |
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99.2 |
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Complaint by the Securities and Exchange Commission v. the
Company filed on May 14, 2008 with the United States District Court, Southern
District of Texas, Houston Division. |
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99.3 |
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Consent of the Company. |
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99.4 |
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Agreed Judgment as to the Company. |