UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) April 13, 2004
WILLBROS GROUP, INC.
(Exact name of registrant as specified in its charter)
Republic of Panama 1-11953 98-0160660
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
Plaza 2000 Building
50th Street, 8th Floor
Apartado 0816-01098
Panama, Republic of Panama
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code (50-7) 213-0947
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On April 13, 2004, the Registrant issued a press release announcing
that the initial purchasers of its 2.75% Convertible Senior Notes
due 2024 have exercised their option to purchase an additional $10
million aggregate principal amount of such notes. The sale of such
notes closed on April 13, 2004. As a result of such exercise, the
total principal amount of the notes issued by the Company is $70
million. The press release was issued in accordance with Rule 135c
promulgated under the Securities Act of 1933, as amended (the
"Act").
A copy of the press release dated April 13, 2004, is attached as an
exhibit hereto and incorporated herein by reference.
The information contained in this Current Report on Form 8-K,
including the exhibit hereto, is neither an offer to sell nor a
solicitation of an offer to purchase any of the securities referred
to herein. Such securities have not been registered under the Act or
applicable state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption
from the registration requirements of the Act and applicable state
securities laws.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 Press release dated April 13, 2004, issued by the
Registrant.
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: April 14, 2004 By: /s/ Warren L. Williams
--------------------------------
Warren L. Williams
Senior Vice President, Chief
Financial Officer and Treasurer
2
Exhibit Index
Exhibit
Number Description
------ -----------
99 Press release dated April 13, 2004, issued by the Registrant.