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OMB APPROVAL |
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OMB Number:
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3235-0145
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Expires:
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January 31, 2006
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Estimated average burden
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. ___)*
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WILLBROS GROUP, INC.
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| (Name of Issuer)
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Common Stock
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| (Title of Class of Securities)
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969199108
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| (CUSIP Number)
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December 31, 2005
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| (Date of Event Which Requires Filing of this Statement
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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[X] |
Rule 13d-1(b) |
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[ ] |
Rule 13d-1(c) |
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[ ] |
Rule 13d-1(d) |
| * |
The
remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a
prior cover page. |
The information required in the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Persons who respond to
the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
(Continued on following page(s))
Page 1 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keeley Asset Management Corp.; Tax I.D. No.: 36-3160361
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
1,013,475
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
-0-
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
1,162,675
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
-0- |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,162,675(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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(1) |
The percent ownership
calculated is based upon an aggregate of 21,550,612 shares outstanding as of December 15, 2005. |
Page 2 of 5 Pages
| Item 1(a). |
Name
of Issuer: |
| Item 1(b). |
Address
of Issuer’s Principal Executive Offices: |
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Plaza
2000 Building
50thStreet, 8th Floor
P.O. Box 0816-01098
Panama,
Republic of Panama |
| Item 2(a). |
Name
of Person Filing: |
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The
person filing this Schedule 13G is Keeley Asset Management Corp. |
| Item 2(b). |
Address
of Principal Business Office or, if none, Residence: |
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401
South LaSalle Street
Chicago, Illinois 60605 |
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Keeley
Asset Management Corp. is an Illinois corporation. |
| Item 2(d). |
Title
of Class of Securities: |
Page 3 of 5 Pages
| Item3. |
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a: |
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[_] |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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[_] |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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[_] |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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[_] |
Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8). |
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|X| |
An
investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). |
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[_] |
An
employee benefit plan or endowment fund in accordance with section
240.13d-1(b)(1)(ii)(F). |
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[_] |
A
parent holding company or control person in accordance with section
240.13d-1(b)(1)(ii)(G). |
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[_] |
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
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[_] |
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3); |
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[_] |
Group,
in accordance with section 240.13d-1(b)(1)(ii)(J). |
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(a) |
Amount
Beneficially Owned: 1,162,675 |
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(b) |
Percent
of Class: 5.4% |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: 1,013,475 |
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(ii) |
shared
power to vote or to direct the vote: -0- |
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(iii) |
sole
power to dispose or to direct the disposition of: 1,162,675 |
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(iv) |
shared
power to dispose or to direct the disposition of: -0- |
| Item 5. |
Ownership
of Five Percent or Less of a Class. |
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
Page 4 of 5 Pages
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company. |
| Item 8. |
Identification
and Classification of Members of the Group. |
| Item 9. |
Notice
of Dissolution of Group. |
By
signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: February 10,
2006
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KEELEY ASSET MANAGEMENT CORP. |
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/s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., President |
Page 5 of 5 Pages