Page 4 of 7 – SEC Filing
| Item 1. | Security and Issuer |
This statement relates to shares of
Common Stock (the “Stock”) of Willbros Group, Inc. (the “Issuer”). The principal executive office of
the Issuer is located at 4400 Post Oak Parkway, Suite 1000, Houston, TX, 77027.
Item 2. Identity and Background
The persons filing this statement and
the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general
partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:
| (a) | Lawndale Capital Management, LLC (“Lawndale” or “LCM”); Andrew E. Shapiro (“Shapiro”) (collectively, the “Filers”). Lawndale and Shapiro disclaim beneficial ownership of the Stock except to the extent of their respective pecuniary interests therein. |
| (b) | The business address of the Filers is 591 Redwood Highway, Suite 2345, Mill Valley, CA 94941. |
| (c) | Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted: LCM is the investment adviser. Shapiro is the sole manager of LCM. |
| (d) | During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Filers was 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 or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Shapiro is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The source and amount of funds used
in purchasing the Stock were as follows:
| Purchaser | Source of Funds | Amount |
| LCM | Funds under Management | $6,894,738.25 |
| Item 4. | Purpose of Transaction |
The Filers (“Lawndale”) have
been in contact with Willbros Group’s (“WG”, “Willbros” or the “Company”) management and
Board of Directors regarding concerns relating to the Company’s corporate governance practices and board composition. Beginning
in 2015, Lawndale requested implementation of constructive changes that would improve corporate governance, in general, and the
accountability of WG’s board, in particular. Lawndale is pleased that, over the course of a little less than three years,
most of these requests have now been implemented or are now in process.
These changes included, but were not
limited to:
1) Separation of a combined Chairman/CEO
position into separate Independent Chairman and CEO positions;
2) Amendment to Willbros’ Articles
de-staggering 3-year director terms to annual elections for 1-year terms;
3) Amendment to Willbros’ Articles eliminating
the 75% super-majority requirement for future amendments;
4) Replacement of certain legacy directors
with independent directors having value-added experience;
Lawndale has identified additional
highly qualified independent individuals it feels would be good additions to Willbros’ board as the Company or Lawndale feels
its needs dictate.
Lawndale believes the public market
value of WG shares is undervalued by not adequately reflecting the value of Willbros’ business segments and other assets.
Lawndale believes Willbros’ archaic shareholder engagement and communication practices that excessively rely on a small and
shrinking pool of sell-side research coverage contributes to this undervaluation. Lawndale believes that Willbros’ board
and management have not adapted the Company’s investor relations practices to address WG’s shrunken market capitalization.
Lawndale has called on the Company’s board and management to better adapt its engagement and communication practices to the
needs of this different investing universe.
Lawndale believes some lingering barriers
to board accountability also contribute to this undervaluation. Lawndale believes Willbros’ Articles should be amended to
further enhance its shareholders’ rights, including creating a shareholders’ or a group of shareholders’ right
to call a Special Meeting or remove a director, among other rights.
While Lawndale acquired the Stock solely
for investment purposes, Lawndale has been and may continue to be in contact with Willbros’ management, members of Willbros’
board, other significant shareholders and others regarding alternatives that the Company could employ to maximize shareholder value.
Lawndale may from time to time take such actions, as it deems necessary or appropriate to maximize its investment in the Company’s
shares. Such action(s) may include, but are not limited to, buying or selling the Company’s Stock at its discretion, communicating
with the Company’s shareholders and/or others about actions which may be taken to improve the Company’s financial situation or
governance policies or practices, as well as such other actions as Lawndale, in its sole discretion, may find appropriate.
| Item 5. | Interest in Securities of the Issuer |
The beneficial ownership of the Stock
by each Filer at the date hereof is reflected on that Filer’s cover page. The filing persons are filing this report because their
beneficial ownership of the Stock has decreased to less than 5%. Such change, however, is primarily due to an increase in the outstanding
shares of the Stock.
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