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) March 5, 2004
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WILLBROS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Republic of Panama 1-11953 98-0160660
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(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
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(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code (50-7) 213-0947
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On March 5, 2004, the Registrant issued a press release
announcing the pricing of its private offering of $60 million
aggregate principal amount of its Convertible Senior Notes due
2024 to "qualified institutional buyers," pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Act"). The
sale of the notes is expected to close on March 12, 2004. The
Registrant has also granted the initial purchasers a 30-day
option to purchase up to an additional $10 million aggregate
principal amount of the notes. The notes will be convertible
under certain circumstances into shares of the Registrant's
common stock. The press release was issued in accordance with
Rule 135c promulgated under the Act.
A copy of the press release dated March 5, 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 March 5, 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: March 5, 2004 By: /s/ Warren L. Williams
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Warren L. Williams
Senior Vice President,
Chief Financial Officer
and Treasurer
2
EXHIBIT INDEX
Exhibit
Number Description
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99 Press release dated March 5, 2004, issued by the Registrant.