Exhibit 3
Certificate of Designation
of
Series A Junior Participating Preferred Stock
of
Willbros Group, Inc.
(Pursuant to the Laws of the Republic of Panama)
The undersigned, Melvin F. Spreitzer, Executive Vice
President, and John N. Hove, Corporate Secretary, of Willbros
Group, Inc., a corporation organized and existing under the laws
of the Republic of Panama (hereinafter called the "Corporation"),
in accordance with the provisions thereof, DO HEREBY CERTIFY:
That, pursuant to the authority conferred upon the Board of
Directors of the Corporation (hereinafter called the "Board of
Directors") by the Articles of Incorporation of the Corporation,
the Board of Directors on April 1, 1999, at a special meeting
duly called and held in Toronto, Canada, at which the following
directors were present either in person or by conference
telephone: Larry J. Bump, Paul A. Huber, Peter A. Leidel and
Melvin F. Spreitzer, present in person, and Michael J. Pink,
James B. Taylor, Jr. and Guy E. Waldvogel, by conference
telephone, constituting a majority of the members of the Board,
in which a quorum was present for the transaction of business,
and where Larry J. Bump acted as chairman and John N. Hove acted
as secretary of the meeting, adopted the following resolution
authorizing a series of Class A Preferred Stock in the amount and
having the designation, voting powers, preferences and relative,
participating, optional and other special rights and
qualifications, limitations and restrictions thereof as follows:
RESOLVED, that, pursuant to the authority conferred
upon the Board of Directors in accordance with the
provisions of the Corporation's Articles of Incorporation,
the Board of Directors hereby authorizes a series of Class A
Preferred Stock of the Corporation, with a par value of $.01
per share, and hereby states the designation and number of
shares, and fixes the relative rights, preferences, voting
powers, qualifications, limitations and restrictions thereof
(in addition to the provisions set forth in the Corporation's
Articles of Incorporation which are applicable to the Preferred
Stock or the Class A Preferred Stock of all classes and series)
as follows:
Series A Junior Participating Preferred Stock
Section 1. Designation, Par Value and Amount. The
shares of such series shall be designated as "Series A Junior
Participating Preferred Stock" (hereinafter referred to as
"Series A Preferred Stock"), the shares of such series shall be
with par value of $.01 per share, and the number of shares
constituting such series shall be 35,000; provided, however,
that, if more than a total of 35,000 shares of Series A Preferred
Stock shall be issuable upon the exercise of Rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of
April 1, 1999, between the Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (as amended from
time to time) (the "Rights Agreement"), the Board of Directors,
pursuant to the laws of the Republic of Panama, shall direct by
resolution or resolutions that a certificate be properly
executed, acknowledged and filed providing for the total number
of shares of Series A Preferred Stock authorized to be issued to
be increased (to the extent that the Corporation's Articles of
Incorporation then permits) to the largest
number of whole shares (rounded up to the nearest whole number)
issuable upon exercise of the Rights. Such number of shares of
the Series A Preferred Stock may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series A Preferred Stock to
a number less than the number of shares then outstanding plus the
number of shares issuable upon exercise or conversion of
outstanding rights, options or other securities issued by the
Corporation.
Section 2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock or
Class A Preferred Stock ranking prior and superior to the
shares of Series A Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred
Stock, in preference to the holders of shares of any class
or series of stock of the Corporation ranking junior to the
Series A Preferred Stock in respect thereof, shall be
entitled to receive, when, as and if declared by the Board
of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the first business
day of January, April, July and October of each year (each
such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction
of a share of Series A Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of
(a) $10.00 or (b) subject to the provision for adjustment
hereinafter set forth, 1,000 times the aggregate per share
amount of all cash dividends, and 1,000 times the aggregate
per share amount (payable in kind) of all non-cash dividends
or other distributions (other than a dividend payable in
shares of Common Stock, par value $.05 per share, of the
Corporation (the "Common Stock") or a subdivision of the
outstanding shares of Common Stock, by reclassification or
otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share
of Series A Preferred Stock. In the event the Corporation
shall at any time after the record date for the initial
distribution of the Rights pursuant to the Rights Agreement
(the "Rights Declaration Date") (i) declare or pay any
dividend on the Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller
number of shares, then, in each such case, the amount to
which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under clause (b) of
the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to
such event.
(B) The Corporation shall declare a dividend or distribution on
the Series A Preferred Stock as provided in paragraph (A) of this
Section 2 immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock); provided, that, in the event no dividend
or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and
the next subsequent
2
Quarterly Dividend Payment Date (or, with respect to the
first Quarterly Dividend Payment Date, the period between
the first issuance of any share or fraction of a share of
Series A Preferred Stock and such first Quarterly Dividend
Payment Date), a dividend of $10.00 per share on the
Series A Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of
issue of such shares of Series A Preferred Stock, unless the
date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue and be
cumulative from the date of issue of such shares, or unless
the date of issue is a date after the record date for the
determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and on or
before such Quarterly Dividend Payment Date, in which case
dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the
shares of Series A Preferred Stock in an amount less than
the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date
for the determination of holders of shares of Series A
Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be
not more than 60 days prior to the date fixed for the
payment thereof.
Section 3. Voting Rights. In addition to any other
voting rights required by law, the holders of shares of Series A
Preferred Stock shall have the following voting rights:
(A) Except as provided in paragraph (C) of this
Section 3 and subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred
Stock shall entitle the holder thereof to 1,000 votes on all
matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall, at any
time after the Rights Declaration Date (i) declare or pay
any dividend on the Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the number of votes
per share to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the
holders of shares of Series A Preferred Stock and the
holders of shares of Common Stock shall vote together as one
class on all matters submitted to a vote of stockholders of
the Corporation.
(C) (i) If, on the date used to determine stockholders of
record for any meeting of stockholders for the election of
directors, a default in preference dividends (as defined in
3
subparagraph (v) below) on the Series A Preferred Stock
shall exist, the holders of the Series A Preferred Stock
shall have the right, voting as a class as described in
subparagraph (ii) below, to elect two directors (in addition
to the directors elected by holders of Common Stock). Such
right may be exercised (a) at any meeting of stockholders
for the election of directors or (b) at a meeting of the
holders of shares of Voting Preferred Stock (as hereinafter
defined), called for the purpose in accordance with the By-
laws of the Corporation, until all such cumulative dividends
(referred to above) shall have been paid in full or until
non-cumulative dividends have been paid regularly for at
least one year.
(ii) The right of the holders of Series A
Preferred Stock to elect two directors, as described above,
shall be exercised as a class concurrently with the rights
of holders of any other series of Preferred Stock or Class A
Preferred Stock upon which voting rights to elect such
directors have been conferred and are then exercisable. The
Series A Preferred Stock and any additional series of
Preferred Stock or Class A Preferred Stock which the
Corporation may issue and which may provide for the right to
vote with the Series A Preferred Stock are collectively
referred to herein as "Voting Preferred Stock."
(iii) Each director elected by the holders of
shares of Voting Preferred Stock shall be referred to herein
as a "Preferred Director." A Preferred Director so elected
shall continue to serve as such director for a term of one
year, except that upon any termination of the right of all
of such holders to vote as a class for Preferred Directors,
the term of office of the Preferred Directors shall
terminate. Any Preferred Director may be removed by, and
shall not be removed except by, the vote of the holders of
record of a majority of the outstanding shares of Voting
Preferred Stock then entitled to vote for the election of
directors, present (in person or by proxy) and voting
together as a single class (a) at a meeting of the
stockholders, or (b) at a meeting of the holders of shares
of such Voting Preferred Stock, called for the purpose in
accordance with the By-laws of the Corporation, or (c) by
written consent signed by the holders of a majority of the
then outstanding shares of Voting Preferred Stock then
entitled to vote for the election of directors, taken
together as a single class.
(iv) So long as a default in any preference
dividends on the Series A Preferred Stock shall exist or the
holders of any other series of Voting Preferred Stock shall
be entitled to elect Preferred Directors, (a) any vacancy in
the office of a Preferred Director may be filled (except as
provided in the following clause (b)) by an instrument in
writing signed by the remaining Preferred Director and filed
with the Corporation and (b) in the case of the removal of
any Preferred Director, the vacancy may be filled by the
vote or written consent of the holders of a majority of the
outstanding shares of Voting Preferred Stock then entitled
to vote for the election of directors, present (in person or
by proxy) and voting together as a single class, at such
time as the removal shall be effected. Each director
appointed as aforesaid by the remaining Preferred Director
shall be deemed, for all purposes hereof, to be a Preferred
Director. Whenever (x) no default in preference dividends
on the Series A Preferred Stock shall exist and (y) the
holders of other series of Voting Preferred Stock shall no
longer be entitled to elect such Preferred Directors, then
the number of directors constituting the Board of Directors
of the Corporation shall be reduced by two.
4
(v) For purposes hereof, a "default in preference
dividends" on the Series A Preferred Stock shall be deemed
to have occurred whenever the amount of cumulative and
unpaid dividends on the Series A Preferred Stock shall be
equivalent to six full quarterly dividends or more (whether
or not consecutive), and, having so occurred, such default
shall be deemed to exist thereafter until, but only until,
all cumulative dividends on all shares of the Series A
Preferred Stock then outstanding shall have been paid
through the last Quarterly Dividend Payment Date or until,
but only until, non-cumulative dividends have been paid
regularly for at least one year.
(D) Except as set forth herein (or as otherwise
required by applicable law), holders of Series A Preferred
Stock shall have no general or special voting rights and
their consent shall not be required for taking any corporate
action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as
provided in Section 2 above are in arrears, thereafter and
until all accrued and unpaid dividends and distributions,
whether or not declared, on shares of Series A Preferred
Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except
dividends paid ratably on the Series A Preferred Stock and
all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
value any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to
the Series A Preferred Stock; provided, that the Corporation
may at any time redeem, purchase or otherwise acquire shares
of any such junior stock in exchange for shares of any stock
of the Corporation ranking junior (either as to dividends or
upon dissolution, liquidation or winding up) to the Series A
Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock, or any shares of stock
ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock,
except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend rates and
other relative rights and
5
preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless
the Corporation could, under paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such
time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A
Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but
unissued shares of Class A Preferred Stock and may be reissued as
part of another series of Class A Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the
Articles of Incorporation of the Corporation, in any other
Certificate of Designation creating a series of Class A Preferred
Stock or as otherwise required or permitted by law.
Section 6. Liquidation, Dissolution or Winding Up.
(A) Subject to the prior and superior rights of
holders of any shares of any series of Preferred Stock or
Class A Preferred Stock ranking prior and superior to the
shares of Series A Preferred Stock with respect to rights
upon liquidation, dissolution or winding up (voluntary or
otherwise), upon any liquidation, dissolution or winding up
of the Corporation (voluntary or otherwise), no distribution
shall be made to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $1,000 per share, plus
an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preference").
Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be
made to the holders of shares of Series A Preferred Stock
unless, prior thereto, the holders of shares of Common Stock
shall have received an amount per share (the "Capital
Adjustment") equal to the quotient obtained by dividing
(i) the Series A Liquidation Preference by (ii) 1,000 (as
appropriately adjusted as set forth in paragraph (C) of this
Section 6) (such number in clause (ii) being hereinafter
referred to as the "Adjustment Number"). Following the
payment of the full amount of the Series A Liquidation
Preference and the Capital Adjustment in respect of all
outstanding shares of Series A Preferred Stock and Common
Stock, respectively, holders of Series A Preferred Stock and
holders of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with
respect to such Preferred Stock and Common Stock, on a per
share basis, respectively.
(B) In the event, however that there are not sufficient assets
available to permit payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of
Preferred Stock and Class A Preferred Stock, if any, which rank
on a parity with the Series A Preferred Stock, then such
remaining assets shall be distributed ratably to
6
the holders of Series A Preferred Stock and the holders of
such parity shares in proportion to their respective
liquidation preferences. In the event, however, that there
are not sufficient assets available to permit payment in
full of the Capital Adjustment, then such remaining assets
shall be distributed ratably to the holders of Common Stock.
(C) In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare or pay any
dividend on the Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the Adjustment
Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a
fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, Combination, etc. In
case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case
the shares of Series A Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to
the provision for adjustment hereinafter set forth) equal to
1,000 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be,
into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare or pay any dividend on
the Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in
each such case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Series A
Preferred Stock shall not be redeemable.
Section 9. Ranking. The Series A Preferred Stock shall
rank junior to all other series of the Corporation's Preferred
Stock and Class A Preferred Stock as to the payment of dividends
and the distribution of assets, unless the terms of any such
series shall provide otherwise.
Section 10. Amendment. At any time that any shares of
Series A Preferred Stock are outstanding, the Articles of
Incorporation of the Corporation shall not be amended in any
manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred Stock so
as to affect them adversely without the affirmative vote of the
holders of a majority or more of the outstanding shares of
Series A Preferred Stock, voting separately as a class.
7
Section 11. Fractional Shares. Series A Preferred Stock
may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to
exercise voting rights, to receive dividends, to participate in
distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.
IN WITNESS WHEREOF, this Certificate of Designation is
executed on behalf of the Corporation by its duly authorized
officers this 14th day of April, 1999.
WILLBROS GROUP, INC.
By: /s/ Melvin F. Spreitzer
--------------------------
Melvin F. Spreitzer
Executive Vice President
ATTEST:
/s/ John N. Hove
- ----------------------
John N. Hove
Corporate Secretary
8