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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WILLBROS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Republic of Panama 98-0160660
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
Dresdner Bank Building
50th Street, 8th Floor
P. O. Box 850048
Panama 5, Republic of Panama
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. X
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If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. ---
Securities Act registration statement file number to which this
form relates:
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
On April 1, 1999, the Board of Directors of Willbros Group,
Inc. (the "Corporation") declared a distribution of one preferred
share purchase right (a "Right") for each outstanding share of
Common Stock, par value $.05 per share (the "Common Shares"), of
the Corporation. The distribution is payable to the stockholders
of record of the Corporation on April 15, 1999 (the "Record
Date"), and with respect to Common Shares issued thereafter until
the Distribution Date (as defined below) and, in certain
circumstances, with respect to Common Shares issued after the
Distribution Date. Except as set forth below, each Right, when
it becomes exercisable, entitles the registered holder to
purchase from the Corporation one one-thousandth of a share of
Series A Junior Participating Preferred Stock, with a par value
of $.01 per share, of the Corporation (the "Preferred Shares") at
a price of $30.00 per one one-thousandth of a Preferred Share
(the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement, as
the same may be amended from time to time (the "Rights
Agreement"), between the Corporation and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, dated as of April 1, 1999.
Initially, the Rights will be attached to all certificates
representing Common Shares then outstanding, and no separate
Right Certificates will be distributed. The Rights will separate
from the Common Shares upon the earlier to occur of (i) the first
date of public announcement of a person or group of affiliated or
associated persons having acquired beneficial ownership of 15
percent or more of the outstanding Common Shares (except pursuant
to a Permitted Offer, as hereinafter defined); or (ii) 10 days
(or such later date as the Board of Directors of the Corporation
(the "Board") may determine) following the commencement of, or
announcement of an intention to make, a tender offer or exchange
offer the consummation of which would result in a person or group
becoming an Acquiring Person (as hereinafter defined) (the
earlier of such dates being called the "Distribution Date"). A
person or group whose acquisition of Common Shares causes a
Distribution Date pursuant to clause (i) above is an "Acquiring
Person." The first date of public announcement that a person or
group has become an Acquiring Person is the "Shares Acquisition
Date."
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights) new Common Share
certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close
of business on the Distribution Date (and to each initial record
holder of certain Common Shares issued after the Distribution
Date), and such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on April 15, 2009,
unless earlier redeemed or exchanged by the Corporation as
described below.
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In the event that any person or group becomes an Acquiring
Person (except pursuant to a tender or exchange offer which is
for all outstanding Common Shares at a price and on terms which a
majority of certain members of the Board determines to be
adequate and in the best interests of the Corporation, its
stockholders and other relevant constituencies, other than such
Acquiring Person, its affiliates and associates (a "Permitted
Offer")), each holder of a Right will thereafter have the right
(the "Flip-In Right") to receive upon exercise the number of
Common Shares or of one onethousandths of a share of Preferred
Shares (or, in certain circumstances, other securities of the
Corporation) having a value (immediately prior to such triggering
event) equal to two times the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of the
event described above, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person or any affiliate or
associate thereof will be null and void.
In the event that, at any time following the Shares
Acquisition Date, (i) the Corporation is acquired in a merger or
other business combination transaction in which the holders of
all of the outstanding Common Shares immediately prior to the
consummation of the transaction are not the holders of all of the
surviving corporation's voting power, or (ii) more than 50
percent of the Corporation's assets or earning power is sold or
transferred, then each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter
have the right (the "Flip-Over Right") to receive, upon exercise,
common shares of the acquiring company having a value equal to
two times the exercise price of the Right. The holder of a Right
will continue to have the Flip-Over Right whether or not such
holder exercises or surrenders the Flip-In Right.
The Purchase Price payable, and the number of Preferred
Shares, Common Shares or other securities issuable, upon exercise
of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred
Shares with a conversion price, less than the then current market
price of the Preferred Shares, or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to
above).
The Purchase Price and number of outstanding Rights are also
subject to adjustment in the event of a stock split of the Common
Shares or a stock dividend on the Common Shares payable in Common
Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the
Distribution Date.
Preferred Shares purchasable upon exercise of the Rights
will not be redeemable. Each Preferred Share will be entitled to
a minimum preferential quarterly dividend payment of $10.00 per
share but, if greater, will be entitled to an aggregate dividend
per share of 1,000 times the dividend declared per Common Share.
In the event of liquidation, the holders of the Preferred Shares
will be entitled to a minimum preferential liquidation payment of
$1,000 per share; thereafter, and after the holders of the Common
Shares receive a liquidation payment of $1.00 per share, the
holders of the Preferred Shares and the holders of the Common
Shares will share the remaining assets in the ratio of 1,000 to 1
(as adjusted) for each Preferred Share and Common Share so held,
respectively. Each Preferred Share will have 1,000 votes, voting
together with the Common Shares. Finally, in the event of any
merger, consolidation or other transaction in which Common Shares
are exchanged,
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each Preferred Share will be entitled to receive 1,000 times the
amount received per Common Share. These rights are protected by
customary antidilution provisions. In the event that the amount
of accrued and unpaid dividends on the Preferred Shares is
equivalent to six full quarterly dividends or more, the holders
of the Preferred Shares shall have the right, voting as a class,
to elect two directors in addition to the directors elected by
the holders of the Common Shares until all cumulative dividends
on the Preferred Shares have been paid through the last quarterly
dividend payment date or until non-cumulative dividends have been
paid regularly for at least one year.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1percent in such Purchase Price. No
fractional Preferred Shares will be issued (other than fractions
which are one one-thousandth or integral multiples of one one-
thousandth of a Preferred Share, which may, at the election of
the Board, be evidenced by depositary receipts) and in lieu
thereof, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading day prior to
the date of exercise.
At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person or (ii) the expiration of the
Rights, and under certain other circumstances, the Corporation
may redeem the Rights in whole, but not in part, at a price of
$.005 per Right (the "Redemption Price") which redemption shall
be effective upon the action of the Board. Additionally,
following the Shares Acquisition Date, the Corporation may redeem
the then outstanding Rights in whole, but not in part, at the
Redemption Price, provided that such redemption is in connection
with a merger or other business combination transaction or series
of transactions involving the Corporation in which all holders of
Common Shares are treated alike but not involving an Acquiring
Person or its affiliates or associates.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50
percent or more of the outstanding Common Shares, the Board may
exchange the Rights (other than Rights owned by the Acquiring
Person, which will have become void), in whole or in part, at an
exchange ratio of one Common Share, or one one-thousandth of a
Preferred Share (or of a share of a class or series of the
Corporation's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
All of the provisions of the Rights Agreement may be amended
by the Board prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be
amended by the Board only in order to cure any ambiguity, defect
or inconsistency, to make changes which do not adversely affect
the interests of holders of Rights (excluding the interests of
any Acquiring Person), or, subject to certain limitations, to
shorten or lengthen any time period under the Rights Agreement.
Until a Right is exercised or exchanged, the holder thereof,
as such, will have no right to vote or receive dividends or other
distributions and will have no other rights as a stockholder of
the Corporation. While the distribution of the Rights will not
be taxable to stockholders of the Corporation, stockholders may,
depending upon the circumstances, recognize taxable income should
the Rights become exercisable or upon the occurrence of certain
events thereafter.
The Rights Agreement between the Corporation and the Rights
Agent specifying the terms of the Rights, which includes as
Exhibit A the form of Certificate of Designation of Series A
Junior Participating Preferred Stock of the Corporation, as
Exhibit B the form of Right Certificate and as
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Exhibit C the Summary of Rights to Purchase Preferred Shares, is
attached hereto as an exhibit and incorporated herein by
reference. The foregoing description of the Rights is qualified
by reference to such exhibit.
Item 2. Exhibits.
4.1 Rights Agreement, dated as of April 1, 1999, between
Willbros Group, Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, together with the
following exhibits thereto: Exhibit A- Form of
Certificate of Designation of Series A Junior
Participating Preferred Stock of Willbros Group, Inc.;
Exhibit B-Form of Right Certificate; Exhibit C-Summary
of Rights to Purchase Preferred Shares of Willbros
Group, Inc.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: April 9, 1999
WILLBROS GROUP, INC.
By: /s/ Melvin F. Spreitzer
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Melvin F. Spreitzer
Executive Vice President,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Rights Agreement, dated as of April 1, 1999,
between Willbros Group, Inc. and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent,
together with the following exhibits thereto:
Exhibit A-Form of Certificate of Designation of
Series A Junior Participating Preferred Stock of
Willbros Group, Inc.; Exhibit B-Form of Right
Certificate; Exhibit C-Summary of Rights to
Purchase Preferred Shares of Willbros Group, Inc.