-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S80ApgIC5/OUmnZpvsU3Y1iuI8mkzqdhV3Z30dArOue0B/xVRI35R0xWy56e7MQY rgFTZ07+6SPM9j7dvAM2bg== 0000950162-98-000234.txt : 19980310 0000950162-98-000234.hdr.sgml : 19980310 ACCESSION NUMBER: 0000950162-98-000234 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980309 SROS: NYSE 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 13D SEC ACT: SEC FILE NUMBER: 005-49499 FILM NUMBER: 98560092 BUSINESS ADDRESS: STREET 1: EDIFICIO TORRE BANCO GERMANICO STREET 2: CALLE 50 Y 55 ESTE APARTADO 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: CONCORD PARTNERS JAPAN LTD CENTRAL INDEX KEY: 0001051601 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129067000 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 WILLBROS GROUP, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - ------------------------------------------------------------------------------- (Title of Class of Securities) 969199108 - ------------------------------------------------------------------------------- (CUSIP Number) Peter A. Leidel, Ticonderoga Capital Inc. 535 Madison Avenue, New York, NY 10022 (212) 906-7104 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 20, 1997 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). Page 1 of 6 Pages SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP No. 969199108 Page 2 of 6 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Concord Partners Japan Limited - ------------------------------------------------------------------------------- I.R.S. No. 22-3012759 - ------------------------------------------------------------------------------- 2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| N/A - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* W/C - ------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| N/A - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ______________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING ______________________________________________ PERSON WITH 9 SOLE DISPOSITIVE POWER None ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| N/A - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 6 Pages Item 1. Security and Issuer This Schedule 13D relates to the common stock (the "Common Stock") of Willbros Group, Inc. (the "Company") whose principal executive offices are located at Edificio Torre Banco Germanico, Calle 50y 55 Este, Apartado 850048, Panama 5, Republic of Panama. The shares covered by this filing were covered by a prior 13D filing, filed April 4, 1997. Item 2. Identity and Background This statement is filed by Concord Partners Japan Limited ("Concord Japan"). Concord Japan is a corporation organized under the laws of the Bahamas, whose principal office and business address is c/o RoyWest Trust Corporation (Bahamas) Limited, West Bay Street, Nassau, Bahamas. The principal business of Concord Japan is investing in venture capital transactions. The articles of incorporation and bylaws of Concord Japan provide that the management, operation and investment policy (which includes the right to vote or power to direct the disposition of securities) of the corporation shall be vested exclusively in Venture Associates, L.P. Pursuant to a management agreement, Ticonderoga Capital, Inc. has been appointed manager of Concord Japan, and as such, has the power to vote and the power to dispose of the securities reported in this Schedule 13D as being owned by Concord Japan. Except as set forth in the following paragraph, neither Concord Japan, nor, to the best knowledge of Concord Japan, any other person identified pursuant to this Item 2, within the last five years was (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violations of such laws. On January 16, 1992, Dillon, Read & Co. Inc. ("Dillon Read") which served as manager of Concord Japan pursuant to a management agreement with Concord Japan, until September 2, 1997 (along with 97 other securities firms), without admitting or denying any findings, consented to the entry of an Order in settlement of an SEC Administrative Proceeding (File No. 3-7646) entitled In the Matter of the Distribution of Securities Issued by Certain Government Sponsored Enterprises ("GSE"). The Order stated the SEC's findings that Dillon Read made and kept certain records that did not accurately reflect Dillon Read's customers' orders for certain GSE securities in violation of Section 17(a) (and Rules 17a-3 and 17a-4 thereunder). The Order further provided that Dillon Read shall cease and desist from any violation in the future, pay a penalty of $100,000, and maintain policies and procedures reasonably designed to ensure further compliance with the provisions of Section 17(a) and Rules 17a-3 and 17a-4 thereunder. Item 3. Source and Amount of Funds or Other Consideration Concord Japan originally acquired the shares of Common Stock as more fully set forth in a Schedule 13D filed on April 4, 1997. Effective September 2, 1997, Dillon, Read Holding Inc., the parent of Dillon, Read Inc. and Dillon, Read & Co. Inc., which served as manager of Concord Japan, merged with and into SBC/DRH Merger, Inc., a wholly owned direct subsidiary of Swiss Bank Corporation. Dillon, Read Holding Inc. was the corporate survivor of the transaction and it then changed its name to SBC Warburg Dillon Read Holding Inc. Dillon, Read & Co. Inc. merged with and into SBC Warburg, Inc., a wholly owned indirect subsidiary of Swiss Bank Corporation. Dillon, Read & Co. Inc. was the corporate survivor of the transaction and it then changed its name to SBC Warburg Dillon Read Inc. In connection with such transaction, on November 20, 1997, Concord Japan replaced Dillon Read as manager of Concord Japan with Ticonderoga Page 3 of 6 Pages Capital Inc., a newly formed entity controlled by former employees of Dillon Read pursuant to a Novation Agreement dated as of September 15, 1997. As a result of such transactions, Concord Japan is no longer deemed affiliated with SBC Warburg Dillon Read Inc. SBC Warburg Dillon Read Inc. retains an indirect, non-voting interest in Concord Japan. Item 4. Purpose of Transaction. All of the shares of Common Stock were acquired by Concord Japan in transactions originally involving investments by the predecessors of Concord Japan in the Company, as more fully described in Item 3 of this Schedule 13D. The merger of Dillon, Read & Co. Inc. and SBC Warburg, Inc. and the subsequent change of name to SBC Warburg Dillon Read Inc. was effective September 2, 1997. Concord Japan acquired the Common Stock owned of record by it in the ordinary course of its investment activities and as contemplated by its organizational documents. Except as described in this Statement, as of the date hereof, Concord Japan has not formulated any specific plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company; (c) a sale or transfer of a material amount of assets of the Company; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter or bylaws or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Act"); or (j) any action similar to any of those enumerated above. Item 5. Interests in Securities of the Issuer (a) As of October 1, 1997, Concord Japan beneficially owned no shares of Common Stock. Except as set forth herein, to the best knowledge of Concord Japan, none of the other persons identified in this filing currently owns, or has any right to acquire, any shares of the Common Stock. (b) As noted in Item 2, Venture Associates, L.P. has voting power and investment power with respect to the shares of Common Stock reported in this Statement as being beneficially owned by Concord Japan. Ticonderoga Capital Inc. has voting power and investment power in its capacity as manager of Concord Japan. (c) On October 1, 1997, Concord Japan sold all of the Common Stock beneficially owned by Concord Japan. Concord Japan sold 96,240 shares of Common Stock at $19.805 per share pursuant to a registered public offering. (d) To the best knowledge of Concord Japan, no person other than those identified in this Schedule has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported on this Schedule. (e) Concord Japan ceased to be beneficial owner of more than five percent of the Common Stock as of October 1, 1997, as noted in Item 5(c). Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer Page 4 of 6 Pages None. Item 7. Material to be Filed as Exhibits None. Page 5 of 6 Pages SIGNATURES The undersigned certify that, after reasonable inquiry and to the best of their respective knowledge and belief, the information set forth in the Schedule 13D is true, complete and correct. CONCORD PARTNERS JAPAN LIMITED By: /s/ Peter A. Leidel --------------------------------- Name: Peter A. Leidel Title: Attorney-in-fact Dated: March 9, 1998 Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----