sc13g

0000950134-05-002740.txt : 20050211 0000950134-05-002740.hdr.sgml : 20050211 20050211105708 ACCESSION NUMBER: 0000950134-05-002740 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: IMPERIUM CAPITAL MANAGEMENT LLC GROUP MEMBERS: STEPHEN R GOLDFIELD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILLBROS GROUP INC CENTRAL INDEX KEY: 0000895450 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 980160660 STATE OF INCORPORATION: R1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49499 FILM NUMBER: 05595787 BUSINESS ADDRESS: STREET 1: DRESDNER BANK BUILDING STREET 2: 50TH STREET 8TH FLOOR PO BOX 850048 CITY: PANAMA 5 REPUBLIC OF STATE: R1 ZIP: 00000 BUSINESS PHONE: 5072639282 MAIL ADDRESS: STREET 1: C/O WILLBROS USA INC STREET 2: 2431 EAST 61ST STREET SUITE 700 CITY: TULSA STATE: OK ZIP: 74136 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Imperium Advisors, LLC CENTRAL INDEX KEY: 0001289122 IRS NUMBER: 743002689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE TAMPA CITY CENTER STREET 2: SUITE 2505 CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 813-221-4600 MAIL ADDRESS: STREET 1: ONE TAMPA CITY CENTER STREET 2: SUITE 2505 CITY: TAMPA STATE: FL ZIP: 33602 SC 13G 1 d22355sc13g.htm SCHEDULE 13G sc13g

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

WILLBROS GROUP, INC.

(Name of Issuer)

Shares of Common Stock, par value $0.05 per share

(Title of Class of Securities)

969199108

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1 (b)

o Rule 13d-1 (c)

o 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 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).

13G

CUSIP No. 969199108 Page 2 of 8

1. Name of Reporting Person:
Imperium Capital Management, LLC I.R.S. Identification Nos. of above persons (entities only):
(Tax ID: 74-3002690)

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) o

3. SEC Use Only:

4. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
1,164,100**

6. Shared Voting Power:
0

7. Sole Dispositive Power:
1,164,100**

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,164,100**

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
5.49%**

12. Type of Reporting Person:
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.

2 of 8

13G

CUSIP No. 969199108 Page 3 of 8

1. Name of Reporting Person:
Imperium Advisors, LLC I.R.S. Identification Nos. of above persons (entities only):
(Tax ID: 74-3002689)

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) o

3. SEC Use Only:

4. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
1,164,100**

6. Shared Voting Power:
0

7. Sole Dispositive Power:
1,164,100**

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,164,100**

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
5.49%**

12. Type of Reporting Person:
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.

3 of 8

13G

CUSIP No. 969199108 Page 4 of 8

1. Name of Reporting Person:
Stephen R. Goldfield I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) o

3. SEC Use Only:

4. Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
1,164,100**

6. Shared Voting Power:
0

7. Sole Dispositive Power:
1,164,100**

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,164,100**

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
5.49%**

12. Type of Reporting Person:
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.

4 of 8

SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Imperium Capital Management, LLC, a Delaware limited liability company, (the “GP”), Imperium Advisors, LLC, a Delaware limited liability company (the “Investment Manager”), and Stephen R. Goldfield. Stephen R. Goldfield is the principal of the GP and the Investment Manager. The GP is the general partner of Imperium Market Neutral Fund, LP, a Delaware limited partnership (the “Fund”), Imperium Market Neutral Fund, (QP), LP, a Delaware limited partnership, (the “QP Fund”), and Imperium Master Fund, LP a Cayman Island exempted limited partnership (the “Master Fund”). The Fund, the QP Fund and Imperium Market Neutral Offshore Fund, Ltd., Ltd., a Cayman Island exempted company (the “Offshore Fund”), are also general partners of the Master Fund. This Schedule 13G relates to shares of Common Stock of Willbros Group, Inc., a Panama corporation (the “Issuer”) purchased by the Master Fund.


Item 1(a)	Name of Issuer.

	Willbros Group, Inc.

Item 1(b)	Address of Issuer’s Principal Executive Offices.

	Plaza 2000 Building 50^th Street, 8^th Floor Apartado 0816-01098 Panama, Republic of Panama (507) 213-0947

Item 2(a)	Name of Person Filing.

	(1	)	Imperium Capital Management, LLC
	(2	)	Imperium Capital Advisors, LLC
	(3	)	Stephen R. Goldfield

Item 2(b)	Address of Principal Business Office, or, if none, Residence.

	(1	)	For all Filers: Imperium Capital Management, LLC One Tampa City Center, Suite 2505 Tampa, Fl 33602

5 of 8


Item 2(c)	Citizenship or Place of Organization.

	(1	)	Imperium Capital Management, LLC is a Delaware limited liability company.
	(2	)	Imperium Advisors, LLC is a Delaware limited liability company.
	(3	)	Stephen R. Goldfield is a U.S. citizen.

Item 2(d)	Title of Class of Securities.

	Common Stock, par value $0.05 per share (the “Common Stock”).

Item 2(e)	CUSIP Number.

	969199108

Item 3	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	Not Applicable.

Item 4	Ownership.

	(a	)	The GP, the Investment Manager, and Stephen R. Goldfield may be deemed the beneficial owners of 1,164,100 shares of Common Stock.

	(b	)	The GP, the Investment Manager, and Stephen R. Goldfield may be deemed the beneficial owners of 5.49% of the outstanding shares of Common Stock. This percentage was determined by dividing 1,164,100 by 21,184,739, which is the number of shares of Common Stock outstanding as of November 3, 2004, according to Financial Statements included in the Form 10-Q/A filed November 9, 2004.

	(c	)	The GP, the Investment Manager, and Stephen R. Goldfield have the sole power to vote and dispose of the 1,164,100 shares of Common Stock beneficially owned.

Item 5	Ownership of Five Percent or Less of a Class.

	Not Applicable.

Item 6	Ownership of More Than Five Percent on Behalf of Another Person.

	All securities reported in this schedule are owned by clients of the Investment Manager. To the knowledge of the Investment Manager, no one client owns more than 5% of the Common Stock.

6 of 8


Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

		Not Applicable.

Item 8		Identification and Classification of Members of the Group.

		Not Applicable.

Item 9		Notice of Dissolution of Group.

		Not Applicable.

Item 10		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

Exhibits		Exhibit 1

		Joint Filing Agreement dated February 11, 2005, between the GP, the Investment Manager, and Stephen R. Goldfield.

7 of 8

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 11, 2005

IMPERIUM CAPITAL MANAGEMENT, LLC

By:   /s/ Stephen R. Goldfield
Name:   Stephen R. Goldfield
Title:   Manager

IMPERIUM ADVISORS, LLC

By:   /s/ Stephen R.Goldfield
Name:   Stephen R. Goldfield
Title:   Manager

STEPHEN R. GOLDFIELD

/s/ Stephen R. Goldfield

8 of 8

EX-99.1 2 d22355exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.05 per share, of Willbros Group, Inc., this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 11, 2005.

IMPERIUM CAPITAL MANAGEMENT, LLC

By:   /s/ Stephen R. Goldfield
Name:   Stephen R. Goldfield
Title:   Manager

IMPERIUM ADVISORS, LLC

By:   /s/ Stephen R. Goldfield
Name:   Stephen R. Goldfield
Title:   Manager

STEPHEN R. GOLDFIELD

/s/ Stephen R. Goldfield


13G
CUSIP No. 969199108					Page 2 of 8

	1.	Name of Reporting Person: Imperium Capital Management, LLC			I.R.S. Identification Nos. of above persons (entities only): (Tax ID: 74-3002690)

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 1,164,100**

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 1,164,100**

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,164,100**

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 5.49%**

	12.	Type of Reporting Person: OO


13G
CUSIP No. 969199108					Page 3 of 8

	1.	Name of Reporting Person: Imperium Advisors, LLC			I.R.S. Identification Nos. of above persons (entities only): (Tax ID: 74-3002689)

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 1,164,100**

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 1,164,100**

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,164,100**

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 5.49%**

	12.	Type of Reporting Person: OO


13G
CUSIP No. 969199108					Page 4 of 8

	1.	Name of Reporting Person: Stephen R. Goldfield			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 1,164,100**

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 1,164,100**

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,164,100**

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 5.49%**

	12.	Type of Reporting Person: IN


IMPERIUM CAPITAL MANAGEMENT, LLC
	By:	/s/ Stephen R. Goldfield
	Name:	Stephen R. Goldfield
	Title:	Manager

IMPERIUM ADVISORS, LLC
	By:	/s/ Stephen R.Goldfield
	Name:	Stephen R. Goldfield
	Title:	Manager

STEPHEN R. GOLDFIELD
/s/ Stephen R. Goldfield