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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) November 12, 2008
WILLBROS GROUP, INC.
 
(Exact Name of Registrant as Specified in Its Charter)
Republic of Panama
 
(State or Other Jurisdiction of Incorporation)
     
1-11953   98-0160660
 
(Commission File Number)   (IRS Employer Identification No.)
Plaza 2000 Building, 50th Street, 8th Floor, P.O. Box 0816-01098, Panama, Republic of Panama
 
(Address of Principal Executive Offices) (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):
þ   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 8.01.   Other Events.
     On November 12, 2008, the Registrant issued a press release announcing that its Board of Directors has approved a plan to reorganize the Registrant by changing its corporate domicile from Panama to Delaware and to complete other internal restructuring transactions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.   Financial Statements and Exhibits.
  (d)   Exhibits.
 
      The following exhibit is filed herewith:
  99.1   Press release of the Registrant dated November 12, 2008.

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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: November 12, 2008  By:   /s/ Dennis G. Berryhill    
    Dennis G. Berryhill   
    Secretary   
 

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EXHIBIT INDEX
         
Exhibit No.   Description
       
 
  99.1    
Press release of the Registrant dated November 12, 2008.