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OMB APPROVAL
UNITED STATES ----------------------------
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
WASHINGTON, D.C. 20549 Expires: March 31, 2006
Estimated average
FORM 12B-25 burden hours per
response .............2.50
NOTIFICATION OF LATE FILING ----------------------------
SEC FILE NUMBER
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CUSIP NUMBER
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(Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 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)
[X] (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.
In its Current Report on Form 8-K filed on November 17, 2005, the Company
reported that KPMG LLP resigned as the Company's independent auditors effective
upon the filing of the Company's Annual Report on Form 10-K for the year ended
December 31, 2004 and its Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 2005. Those reports were filed on November 22, 2005. In
its Current Report on Form 8-K filed on February 14, 2006 (the "February 8-K"),
the Company reported that it had engaged GLO CPAs, LLP ("GLO"), as the Company's
new independent auditors for the year ending December 31, 2005. In the February
8-K, the Company reported that it anticipates that it will become current with
its periodic reports under the Securities Exchange Act of 1934, as amended, by
filing each of its Quarterly Report on Form 10-Q for the quarter ended September
30, 2005, its Annual Report on Form 10-K for the fiscal year ended December 31,
2005 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006
on or before mid-June 2006. In light of the time required to review KPMG's work
papers, complete a review of the Company's unaudited Consolidated Condensed
Financial Statements for the period ended September 30, 2005 and audit 2005
financial results, the Company is unable to file its annual report on Form 10-K
for the year ended December 31, 2005 by the deadline prescribed under Securities
and Exchange Commission rules and regulations.
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
At the time of KPMG's resignation, it had not completed its review of the
Company's unaudited Consolidated Condensed Financial Statements for the period
ended September 30, 2005. In the February 8-K, the Company reported that it had
engaged GLO as the Company's new independent auditors for the year ending
December 31, 2005, and to perform procedures related to the financial statements
included in the Company's Quarterly Reports on Form 10-Q, beginning with the
quarter ended September 30, 2005. Consequently, the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2005 will be filed when the
review is completed.
(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 March 17, 2006 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 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 (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).
EXPLANATION REFERRED TO IN PART IV, ITEM (3) OF FORM 12b-25
Although the Company anticipates that its Form 10-K for the year ended December
31, 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 to provide a narrative or quantitative assessment of those
changes due to the delay attendant to the change in independent auditors
described above.
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