UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q
[ ]Form N-SAR [ ]Form N-CSR
For Period Ended: June 30, 2005
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Willbros Group, Inc.
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Full Name of Registrant
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Former Name if Applicable
Plaza 2000 Building, 50th Street, 8th Floor, P.O. Box 0816-01098
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Address of Principal Executive Office (Street and Number)
Panama, Republic of Panama
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
[ ] N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or
portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Persons who are to respond to the collection of information
SEC 1344 (07-03) contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
Willbros Group, Inc. (the "Company") is filing Form 12b-25 because it needs
additional time to file its Quarterly Report on Form 10-Q for the quarter ended
June 30, 2005, which was due on August 9, 2005. As previously reported, the
Company has been unable to complete and file its Annual Report on Form 10-K for
the fiscal year ended December 31, 2004 (the "2004 Form 10-K") and its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2005 (the "First Quarter
2005 Form 10-Q"). The primary reason for the delays is the Company's
investigation into facts and circumstances surrounding improper activities of a
former senior executive and other employees of the Company which will result in
the restatement of the Company's financial statements for the years 2002 and
2003 and the first three quarters of 2004. In addition, the Company has not
finalized its assessment of internal controls over financial reporting required
by Section 404 of the Sarbanes-Oxley Act.
Until this review and restatements of prior year financial statements are
completed and the Company files its 2004 Form 10-K and First Quarter 2005 Form
10-Q, the Company will not be able to file its Quarterly Report on Form 10-Q for
the quarter ended June 30, 2005.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Warren L. Williams 713 403-8064
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s). [ ] Yes [X] No
Annual Report on Form 10-K for the fiscal year ended December 31, 2004;
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Quarterly Report on Form 10-Q for the quarter ended March 31, 2005
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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Willbros Group, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date August 10, 2005 By: Warren L. Williams
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Senior Vice President, Chief Financial
Officer and Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and
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Regulations under the Act. The information contained in or filed with the
Form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).
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EXPLANATION REFERRED TO IN PART IV, ITEM (3) OF FORM 12b-25
The Company's investigation discussed in Part III of this Form 12b-25 and
management's evaluation of the impact of its findings on the Company and its
financial results are ongoing. The Company will restate its financial results
for the years ended December 31, 2002 and 2003, and the first three quarters of
2004, and the Company has been unable to complete and file its 2004 Form 10-K
and First Quarter 2005 Form 10-Q. Although the Company anticipates that its Form
10-Q for the quarter ended June 30, 2005, will include significant changes in
results of operations from the corresponding period for the last fiscal year, as
of the date of this filing, the Company is unable, without unreasonable effort
and expense, to provide a narrative or quantitative assessment of those changes.
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