-----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, OfcYjfBnl0M6v13W+9mu8O9adQadvpjdThjLxjKXIoPYtXfP9i+dBNFS1nZ9mNi0 NR+HP2xsjfgctnRjHJddEg== 0000919574-08-002378.txt : 20080331 0000919574-08-002378.hdr.sgml : 20080331 20080331163930 ACCESSION NUMBER: 0000919574-08-002378 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080331 DATE AS OF CHANGE: 20080331 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: 08725336 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: DAWSON HERMAN CAPITAL MANAGEMENT INC /CT CENTRAL INDEX KEY: 0000906305 IRS NUMBER: 061033494 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 354 PEQUOT AVE CITY: SOUTHPORT STATE: CT ZIP: 06890 BUSINESS PHONE: 2032540091 MAIL ADDRESS: STREET 1: 354 PEQUOT AVE CITY: SOUTHPORT STATE: CT ZIP: 06490 FORMER COMPANY: FORMER CONFORMED NAME: DAWSON GIAMMALVA CAPITAL MANAGEMENT INC /CT DATE OF NAME CHANGE: 20010214 FORMER COMPANY: FORMER CONFORMED NAME: DAWSON SAMBERG CAPITAL MANAGEMENT INC /CT DATE OF NAME CHANGE: 19960924 SC 13G/A 1 d869658_13-g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G 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) (Amendment No. 1) Willbros Group Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.05 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 969199108 - -------------------------------------------------------------------------------- (CUSIP Number) March 19, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 969199108 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dawson-Herman Capital Management, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 1,566,600 6. SHARED VOTING POWER 2,345,077 7. SOLE DISPOSITIVE POWER 1,566,600 8. SHARED DISPOSITIVE POWER 2,345,077 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,911,677 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.3% 12. TYPE OF REPORTING PERSON IA, CO CUSIP No. 969199108 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Southport Millennium Master Fund, Ltd. 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 2,345,077 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,345,077 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,345,077 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- CUSIP No. 969199108 --------------------- Item 1(a). Name of Issuer: Willbros Group Inc. ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: Plaza 2000 Building 50th Street, 8th Floor P.O. Box 0816-01098 Panama, Republic of Panama ____________________________________________________________________ Item 2(a). Name of Persons Filing: Dawson-Herman Capital Management, Inc. Southport Millennium Master Fund, Ltd. ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: Dawson-Herman Capital Management, Inc. 354 Pequot Avenue Southport, CT 06890 Southport Millennium Master Fund, Ltd. c/o Citi Hedge Fund Services (Cayman), Ltd. P.O. Box 1748 Cayman Corporate Centre 27 Hospital Road George Town Grand Cayman KY1-1109 Cayman Islands ____________________________________________________________________ Item 2(c). Citizenship: Dawson-Herman Capital Management, Inc. - Connecticut Southport Millennium Master Fund, Ltd. - Cayman Islands ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock, $.05 Par Value ____________________________________________________________________ Item 2(e). CUSIP Number: 969199108 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 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: Dawson-Herman Capital Management, Inc. - 3,911,677 Southport Millennium Master Fund, Ltd. - 2,345,077 ______________________________________________________________________ (b) Percent of class: Dawson-Herman Capital Management, Inc. - 10.3% Southport Millennium Master Fund, Ltd. - 6.2% ______________________________________________________________________ (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: Dawson-Herman Capital Management, Inc. - 1,566,600 Southport Millennium Master Fund, Ltd. - 0 (ii) Shared power to vote or to direct the vote: Dawson-Herman Capital Management, Inc. - 2,345,077 Southport Millennium Master Fund, Ltd. - 2,345,077 (iii) Sole power to dispose or to direct the disposition of: Dawson-Herman Capital Management, Inc. - 1,566,600 Southport Millennium Master Fund, Ltd. - 0 (iv) Shared power to dispose or to direct the disposition of Dawson-Herman Capital Management, Inc. - 2,345,077 Southport Millennium Master Fund, Ltd. - 2,345,077 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 [ ]. _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. N/A _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. N/A ______________________________________________________________________ Item 10. Certifications. By signing below, the reporting person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. DAWSON-HERMAN CAPITAL MANAGEMENT, INC.* /s/ Thomas S. Galvin - ------------------- By: Thomas S. Galvin Title: Chief Financial Officer Date: March 31, 2008 *The Reporting Person disclaims beneficial ownership in the common stock reported herein except to the extent of its pecuniary interest therein. Item 10. Certifications. By signing below, the reporting person certifies that, to the best of its 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. SOUTHPORT MILLENNIUM MASTER FUND, LTD.* /s/ James M. Thorburn - ------------------- By: James M. Thorburn Title: Director Date: March 31, 2008 *The Reporting Person disclaims beneficial ownership in the common stock reported herein except to the extent of its pecuniary interest therein. EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13G dated March 31, 2008 relating to the Common Stock, $.05 Par Value of Willbros Group Inc. shall be filed on behalf of the undersigned. DAWSON-HERMAN CAPITAL MANAGEMENT, INC. /s/ Thomas S. Galvin - ------------------- By: Thomas S. Galvin Title: Chief Financial Officer SOUTHPORT MILLENNIUM MASTER FUND, LTD. /s/ James M. Thorburn - ------------------- By: James M. Thorburn Title: Director -----END PRIVACY-ENHANCED MESSAGE-----