-----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, MJ1vUmLZ8NYL7wo+H7p+Tl2ljojHe4kv0Y/RtIkD4Hands7PbY4dF2CrODb/yOWJ tIBYavS684yJgwJJ9pMDJA== 0001013594-02-000036.txt : 20020414 0001013594-02-000036.hdr.sgml : 20020414 ACCESSION NUMBER: 0001013594-02-000036 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020213 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: 02542747 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: SAGE ASSET MANAGEMENT CENTRAL INDEX KEY: 0001109294 IRS NUMBER: 133935535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 153 EAST 53RD STREET 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125210908 MAIL ADDRESS: STREET 1: 153 EAST 53RD STREET 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 willbros-sc13ga.txt WILLBROS GROUP, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969199108 (CUSIP Number) January 1, 2002 (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 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). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sage Opportunity Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 0 6. SHARED VOTING POWER 94,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 94,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.6% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sage Master Investments Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 751,180 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 751,180 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 751,180 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sage Asset Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 0 6. SHARED VOTING POWER 845,180 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 845,180 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 845,180 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Barry Haimes 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 0 6. SHARED VOTING POWER 845,180 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 845,180 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 845,180 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Katherine Hensel 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 0 6. SHARED VOTING POWER 845,180 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 845,180 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 845,180 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the shares of common stock (the "Common Stock") of Willbros Group, Inc. (the "Issuer") beneficially owned by the Reporting Persons (as such term is defined in Item 2(a) below) as of February 6, 2002 and amends and supplements the Schedule 13G dated April 5, 2001 (the "Schedule 13G") previously filed by the Reporting Persons in connection with its beneficial ownership of shares of Common Stock. Except as set forth herein, the Schedule 13G is unmodified. Item 2(a). Name of Persons Filing: The names of the persons filing this statement on Schedule 13G are: Sage Opportunity Fund, L.P., a Delaware limited partnership ("Sage"), Sage Master Investments Ltd., a Cayman Islands exempted company ("Sage Master"), Sage Asset Management, L.L.C., a Delaware limited liability company ("SAM"), Barry Haimes and Katherine Hensel (collectively, the "Reporting Persons"). Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address for Sage, SAM, Mr. Haimes and Ms. Hensel is 153 East 53rd Street, 48th Floor, New York, New York 10022. The principal business address for Sage Master is c/o Huntlaw Corporate Services Ltd., P.O. Box 1350 GT, The Huntlaw Building, Grand Cayman, Cayman Islands. Item 2(c). Citizenship: Sage is a Delaware limited partnership, Sage Master is a Cayman Islands exempted company, SAM is a Delaware limited liability company, and each of Mr. Haimes and Ms. Hensel is a citizen of the United States. 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: Sage, beneficially owns 94,000 shares of Common Stock. Sage Master beneficially owns 751,180 shares of Common Stock. SAM solely in its capacity as investment manager of Sage Master and as a general partner of Sage, beneficially owns 845,180 shares of Common Stock. Barry Haimes and Katherine Hensel, solely in their capacity as co-portfolio managers of SAM, each beneficially owns 845,180 shares of Common Stock. (b) Percent of class: The Reporting Persons aggregate beneficial ownership of 845,180 shares of Common Stock constitutes 5.7% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote Sage has shared power with SAM, Mr. Haimes and Ms. Hensel to vote or direct the vote of 94,000 shares of Common Stock. Sage Master has shared power with SAM, Mr. Haimes and Ms. Hensel to vote or direct the vote of 751,180 shares of Common Stock. SAM, Mr. Haimes and Ms. Hensel have shared power to vote or direct the vote of 845,180 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of Not applicable. (iv) Shared power to dispose or to direct the disposition of Sage has shared power with SAM, Mr. Haimes and Ms. Hensel to dispose or direct the disposition of 94,000 shares of Common Stock. Sage Master has shared power with SAM, Mr. Haimes and Ms. Hensel to dispose or direct the disposition of 751,180 shares of Common Stock. SAM, Mr. Haimes and Ms. Hensel have shared power to dispose or direct the disposition of 845,180 shares of Common Stock. Item 8. Identification and Classification of Members of the Group. See Exhibit B attached hereto. Item 10. Certifications. By signing below the undersigned 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. SIGNATURES 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. Dated: February 13, 2002 SAGE OPPORTUNITY FUND, L.P. By: Sage Asset Management, L.L.C., as general partner By: /s/ Barry Haimes Barry Haimes Managing Member SAGE MASTER INVESTMENTS LTD. By: /s/ Barry Haimes Barry Haimes Director SAGE ASSET MANAGEMENT, L.L.C. By: /s/ Barry Haimes Barry Haimes Managing Member /s/ Barry Haimes Barry Haimes /s/ Katherine Hensel Katherine Hensel EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Willbros Group, Inc. dated February ___, 2002 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: February 13, 2002 SAGE OPPORTUNITY FUND, L.P. By: Sage Asset Management, L.L.C., as general partner By: /s/ Barry Haimes Barry Haimes Managing Member SAGE MASTER INVESTMENTS LTD. By: /s/ Barry Haimes Barry Haimes Director SAGE ASSET MANAGEMENT, L.L.C. By: /s/ Barry Haimes Barry Haimes Managing Member /s/ Barry Haimes Barry Haimes /s/ Katherine Hensel Katherine Hensel EXHIBIT B IDENTIFICATION OF MEMBERS OF THE GROUP Sage Opportunity Fund, L.P. Sage Master Investments Ltd. Sage Asset Management, L.L.C. Barry Haimes Katherine Hensel -----END PRIVACY-ENHANCED MESSAGE-----