-----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, DgkoWUR1WTMcx3BUpJtbfvWiEKmw+8Zc2nAtpa6nFvJuj5dY/H7D8QKAlGp9CF1R 4qU0ogknjRnNjMmVypCicQ== 0001085146-07-000230.txt : 20070207 0001085146-07-000230.hdr.sgml : 20070207 20070207164139 ACCESSION NUMBER: 0001085146-07-000230 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070207 DATE AS OF CHANGE: 20070207 GROUP MEMBERS: CNH CA MASTER ACCOUNT, L.P. GROUP MEMBERS: CNH PARTNERS, LLC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49499 FILM NUMBER: 07588695 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: CNH PARTNERS LLC CENTRAL INDEX KEY: 0001167456 IRS NUMBER: 134172062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TWO GREENWICH PLAZA STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-742-3600 MAIL ADDRESS: STREET 1: TWO GREENWICH PLAZA STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 willbrosaqr1.htm CNH PARTNERS, LLC
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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. 1 )

Willbros Group, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

969199108
(CUSIP Number)

December 31, 2006
(Date of Event Which Requires Filing of this Statement)
 

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

[]Rule 13d-1(b)
[X]Rule 13d-1(c)
[]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).

CUSIP No. 969199108
Person 1
 1. (a) Names of Reporting Persons.
CNH Partners, LLC 13-4172062; CNH CA Master Account, L.P. 42-1571441
  (b) Tax ID
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) []
  (b) [X]
 3. SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 4. Citizenship or Place of Organization   Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power  0
6.  Shared Voting Power Convertible Senior Notes that are convertible into 1,162,405 shares of common stock.
7. Sole Dispositive Power 0
8. Shared Dispositive Power Convertible Senior Notes that are convertible into 1,162,405 shares of common stock.

9. Aggregate Amount Beneficially Owned by Each Reporting Person Convertible Senior Notes that are convertible into 1,162,405 shares of common stock.

 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 11. Percent of Class Represented by Amount in Row (9)  4.36 %

 12. Type of Reporting Person (See Instructions)
PN

Item 1.
  (a) Name of Issuer
Willbros Group, Inc.
  (b) Address of Issuer's Principal Executive Offices
   Plaza 2000 Building, 50th Street, 8th Floor, P. O. Box 0816-01098, Panama, Repub
Item 2.
 (a) Name of Person Filing
CNH Partners, LLC 13-4172062; CNH CA Master Account, L.P. 42-1571441
 (b) Address of Principal Business Office or, if none, Residence
Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830
  (c) Citizenship
Cayman Islands
  (d) Title of Class of Securities
Common Stock
  (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:
 (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
 (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 (e) [] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
 (f) [] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
 (g) [] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
 (h) [] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 (i) [] 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);
 (j) [] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
 
Item 4.Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 (a) Amount beneficially owned:  Convertible Senior Notes that are convertible into 1,162,405 shares of common stock.
 (b) Percent of class:  4.36%
 (c)Number of shares as to which the person has:
  (i) Sole power to vote or to direct the vote 0
 (ii) Shared power to vote or to direct the vote  Convertible Senior Notes that are convertible into 1,162,405 shares of common stock.
   (iii) Sole power to dispose or to direct the disposition of 0
  (iv) Shared power to dispose or to direct the disposition of Convertible Senior Notes that are convertible into 1,162,405 shares of common stock.
 
Item 5.Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.[X ].
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Item 8.Identification and Classification of Members of the Group
Item 9.Notice of Dissolution of Group
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.

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.

February 06, 2007
Date
/s/ Bradley Asness
Signature
Bradley Asness, Secretary
Name/Title

 

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)

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