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13D Filing: Lawndale Capital Management LLC and Willbros Group Inc (WG)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Lawndale Capital Management 0 3,160,300 0 3,160,300 3,160,300 4.99%
Andrew E. Shapiro 0 3,160,300 0 3,160,300 3,160,300 4.99%

Page 1 of 7 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Willbros Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

969203108

(CUSIP Number)

Andrew E. Shapiro

Lawndale Capital Management, LLC

591 Redwood Highway, Suite 2345

Mill Valley, CA 94941

415-389-8258

James J. Frolik, Esq.

Shartsis Friese LLP

One Maritime Plaza, 18th Floor

San Francisco, CA 94111

415-421-6500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 3, 2017

(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 that is the subject of this Schedule 13D, and is filing this schedule because of sections
240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 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 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).

Potential persons who are to respond to the collection
of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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Page 2 of 7 – SEC Filing

 

1. Names of Reporting Persons.

Lawndale Capital Management, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) XX
(b) ______
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
6. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power -0-

8. Shared Voting Power 3,160,300

9. Sole Dispositive Power -0-
10. Shared Dispositive Power 3,160,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,160,300
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
13. Percent of Class Represented by Amount in Row (11) 4.99%
14. Type of Reporting Person (See Instructions)

OO, IA

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Page 3 of 7 – SEC Filing

1. Names of Reporting Persons.

Andrew E. Shapiro
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) XX
(b) ______
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
6. Citizenship or Place of Organization United States

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power -0-

8. Shared Voting Power 3,160,300

9. Sole Dispositive Power -0-
10. Shared Dispositive Power 3,160,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,160,300
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
13. Percent of Class Represented by Amount in Row (11) 4.99%
14. Type of Reporting Person (See Instructions)

IN

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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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Page 5 of 7 – SEC Filing

The Filers effected the following transactions
in the Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Stock by
the Filers since 60 days before date on cover page:

Name Purchase or Sale Date

Number of

Shares

Price Per Share
   
LCM Sale 9/15/2017 1,500 $3.0013
LCM Sale 9/15/2017 3,000 $3.2031
LCM Sale 9/15/2017 1,500 $3.1698
LCM Sale 9/15/2017 2,900 $3.0198
LCM Sale 9/15/2017 1,500 $3.0198
LCM Sale 9/15/2017 700 $2.9698
LCM Sale 9/15/2017 1,500 $3.2031
LCM Sale 9/15/2017 3,800 $3.2031
LCM Sale 9/15/2017 8,500 $3.1698
LCM Sale 9/15/2017 17,100 $3.0198
LCM Sale 9/15/2017 8,500 $3.0198
LCM Sale 9/15/2017 8,500 $3.0013
LCM Sale 9/15/2017 880 $2.9699
LCM Sale 9/15/2017 10,500 $3.2031
LCM Sale 9/15/2017 4,420 $2.9698
LCM Sale 9/15/2017 11,200 $3.2031
LCM Sale 10/31/2017 3,500 $3.0518
LCM Sale 10/31/2017 8,900 $3.0518
LCM Sale 11/3/2017 6,354 $3.0243
LCM Sale 11/3/2017 852 $3.0243
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Page 6 of 7 – SEC Filing

 

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

LCM is the general partner of its clients
pursuant to limited partnership agreements providing to LCM the authority, among other things, to invest the funds of such clients
in Stock, to vote and dispose of Stock and to file this statement on behalf of such clients. Pursuant to such limited partnership
agreements, the general partner of such clients is entitled to allocations based on assets under management and realized and unrealized
gains.

 

Item 7. Material to Be Filed as Exhibits

Exhibit A: Agreement Regarding Joint
Filing of Statement on Schedule 13D or 13G.

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this statement is true, complete and correct.

Dated: November 3, 2017

LAWNDALE CAPITAL MANAGEMENT, LLC



By: /s/ Andrew E. Shapiro, Managing Member

/s/ Andrew E. Shapiro

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Page 7 of 7 – SEC Filing

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with
the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments
or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases
by the undersigned of the common stock of Willbros Group, Inc. For that purpose, the undersigned hereby constitute and appoint
Lawndale Capital Management, LLC as their true and lawful agent and attorney-in-fact, with full power and authority for and on
behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates,
instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of
1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to
the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.

Dated: November 3, 2017

LAWNDALE CAPITAL MANAGEMENT, LLC



By:/s/ Andrew E. Shapiro, Managing Member

/s/ Andrew E. Shapiro

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