UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ICF KAISER INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
449244 10 2
(CUSIP Number)
JOHN E. LANGE, ESQ.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Tel. No.: (212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 11, 1994
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box __.
Check the following box if a fee is being paid with the statement __. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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
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 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).
Page 1 of 55 Pages
Exhibit Index on Page 41
<PAGE>
SCHEDULE 13D
CUSIP No. 449244 10 2 Page 2 of 55 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIMA Finance Management Inc. (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares
SHARES represent Common Stock into which warrants are
BENEFICIALLY OWNED exercisable. See Items 4 and 5.)
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER 2,680,952 (All of these
shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock. See Item 5.)
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 449244 10 2 Page 3 of 55 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IFINT-USA Inc. (I.R.S. No. 13-3680801)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 449244 10 2 Page 4 of 55 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Preasepe IV B.V. (No S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 449244 10 2 Page 5 of 55 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IFINT Societe Anonyme (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares
SHARES represent Common Stock into which warrants are
BENEFICIALLY OWNED exercisable. See Items 4 and 5.)
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER 2,680,952 (All of these
shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock. See Item 5.)
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 449244 10 2 Page 6 of 55 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Istituto Finanziario Industriale S.p.A. (no S.S. or I.R.S.
Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares
SHARES represent Common Stock into which warrants are
BENEFICIALLY OWNED exercisable. See Items 4 and 5.)
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER 2,680,952 (All of these
shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock. See Item 5.)
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 449244 10 2 Page 7 of 55 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Giovanni Angelli & C. S.a.a. (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares
SHARES represent Common Stock into which warrants are
BENEFICIALLY OWNED exercisable. See Items 4 and 5.)
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER 2,680,952 (All of these
shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock. See Item 5.)
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 449244 10 2 Page 8 of 55 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Giovanni Angelli (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares
SHARES represent Common Stock into which warrants are
BENEFICIALLY OWNED exercisable. See Items 4 and 5.)
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER 2,680,952 (All of these
shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock. See Item 5.)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 449244 10 2 Page 9 of 55 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Umberto Agnelli (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares
SHARES represent Common Stock into which warrants are
BENEFICIALLY OWNED exercisable. See Items 4 and 5.)
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER 2,680,952 (All of these
shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock. See Item 5.)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 449244 10 2 Page 10 of 55 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Giovanni Nasi (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares
SHARES represent Common Stock into which warrants are
BENEFICIALLY OWNED exercisable. See Items 4 and 5.)
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER 2,680,952 (All of these
shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock. See Item 5.)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 449244 10 2 Page 11 of 55 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gianluigi Gabetti (S.S. No. ###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares
SHARES represent Common Stock into which warrants are
BENEFICIALLY OWNED exercisable. See Items 4 and 5.)
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER 2,680,952 (All of these
shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock. See Item 5.)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 449244 10 2 Page 12 of 55 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cesare Romiti (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares
SHARES represent Common Stock into which warrants are
BENEFICIALLY OWNED exercisable. See Items 4 and 5.)
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER 2,680,952 (All of these
shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants are
exercisable. See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock. See Item 5.)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 449244 10 2 Page 13 of 55
Amendment No. 2 to Schedule 13D
This Amendment No. 2 amends and restates, in its
entirety, the Schedule 13D dated January 14, 1991 (the
"Original Statement"), as amended by Amendment No. 1 thereto
dated January 13, 1992 (the "First Amended Statement") (the
Original Statement, as amended by the First Amended State-
ment and as amended and restated hereby, shall be known as
the "Statement") with respect to the Common Stock, par value
$0.01 per share, of ICF Kaiser International, Inc., a
Delaware corporation.
Item 1. Security and Issuer.
This Statement relates to the Common Stock, par
value $0.01 per share (the "Common Stock"), of ICF Kaiser
International, Inc., a Delaware corporation (the "Issuer").
The Issuer was formerly known as ICF International, Inc.
and, prior thereto, as American Capital and Research
Corporation. The address of the Issuer's principal
executive office is:
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, VA 22031-1207
Effective June 27, 1992, the Issuer reclassified
all of the outstanding shares of its Class A Common Stock,
par value $0.01 per share (the "Class A Common Stock") and
Class B Common Stock, par value $0.01 per share (the
<PAGE>
CUSIP NO. 449244 10 2 Page 14 of 55
"Class B Common Stock") into a single class of Common Stock.
Each share of Common Stock is entitled to one vote.
Item 2. Identity and Background.
This Statement is being filed by: (i) FIMA
Finance Management Inc., a British Virgin Islands corpora-
tion ("FIMA"); (ii) IFINT-USA Inc., a Delaware corporation
("IFINT-USA") (IFINT-USA and FIMA sometimes hereinafter
being referred to each as a "Purchaser," and collectively as
the "Purchasers"); (iii) PREASEPE IV B.V., a Netherlands
corporation ("PREASEPE"), which is the holder of all of the
issued and outstanding capital stock of IFINT-USA;
(iv) IFINT Societe Anonyme, a Luxembourg corporation
("IFINT"), which is the holder of all of the issued and
outstanding capital stock of FIMA and PREASEPE; (v) Istituto
Finanziario Industriale S.p.A., an Italian corporation
("IFI"), which for purposes of the Securities Exchange Act
of 1934, as amended (the "Act"), is deemed to control IFINT;
(vi) Giovanni Agnelli & C. S.a.a., an Italian limited
partnership represented by shares ("GA"), which for purposes
of the Act is deemed to control IFI; and (vii) Messrs.
Giovanni Agnelli, Umberto Agnelli, Giovanni Nasi, Gianluigi
Gabetti and Cesare Romiti, the General Partners of GA, who
for the purposes of the Act are deemed to control GA (all
<PAGE>
CUSIP NO. 449244 10 2 Page 15 of 55
such persons in (i) through (vii) being hereinafter referred
to as the "Reporting Persons").
FIMA
The present principal business activity of FIMA is
as an investment holding company with investments in various
industries in the United States and other countries.
The address of FIMA's principal business and
principal office is:
FIMA Finance Management Inc.
Wickhams Cay
Road Town
Tortola, British Virgin Islands
IFINT-USA
The present principal business activity of
IFINT-USA is as a holding company of some of IFINT's
indirect subsidiaries and investments in the United States.
The address of IFINT-USA's principal business and
principal office is:
IFINT-USA Inc.
375 Park Avenue
New York, New York 10152
PREASEPE
The principal business activity of PREASEPE is as
an investment holding company for various investments in
which IFINT holds an indirect interest, including all of the
capital stock of IFINT-USA. As the result of a corporate
reorganization effected in 1992 and 1993, the stock of
<PAGE>
CUSIP NO. 449244 10 2 Page 16 of 55
IFINT-USA was transferred from Mirovoy Global Parts B.V. to
PREASEPE.
The address of PREASEPE's principal business and
principal office is:
PREASEPE IV B.V.
Pieter de Hoochstraat 42
1071 EG Amsterdam-Z
Amsterdam, Netherlands
A change of PREASEPE's name to IFINT International
B.V. is currently pending.
IFINT
The present principal business activity of IFINT
is to invest and hold participations in selected industries
through substantial direct or indirect equity participations
in companies that have a leading position in their respec-
tive industries.
The address of IFINT's principal business and
principal office is:
IFINT Societe Anonyme
2 Boulevard Royal
Luxembourg
IFI
The present principal business activity of IFI is
as a holding company. It also provides financial and
organizational assistance to the companies in which it has a
direct or indirect controlling interest. Such companies
include FIMA, IFINT-USA, PREASEPE, IFINT, and a variety of
<PAGE>
CUSIP NO. 449244 10 2 Page 17 of 55
companies involved in diverse areas of business, including,
but not limited to, automobile manufacturing, construction
material manufacturing, publishing, retailing and financial
investments.
The address of IFI's principal business and
principal office is:
Istituto Finanziario Industriale S.p.A.
Via Carlo Marenco, 25
Torino, Italy
GA
The present principal business activity of GA is
to ensure the cohesion and continuity of the management of
its controlling interest in IFI.
The address of GA's principal business and
principal office is:
Giovanni Agnelli & C. S.a.a.
Via del Carmine, 2
Torino, Italy
Schedule A to this Statement, which is attached
hereto and incorporated herein by reference, sets forth the
citizenship, business address and present principal occupa-
tion or employment, and the name, principal business and
address of any corporation or other organization in which
such employment is conducted, of Messrs. Giovanni Agnelli,
Umberto Agnelli, Giovanni Nasi, Gianluigi Gabetti and Cesare
Romiti and each executive officer and director of FIMA,
IFINT-USA, PREASEPE, IFINT and IFI.
<PAGE>
CUSIP NO. 449244 10 2 Page 18 of 55
None of the Reporting Persons nor, to the best
knowledge of any of the Reporting Persons, any person listed
on Schedule A who is not a Reporting Person has been convic-
ted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) during the past five years.
None of the Reporting Persons nor, to the best
knowledge of any of the Reporting Persons, any person listed
on Schedule A who is not a Reporting Person has been 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 during the
past five years.
Item 3. Source and Amount of Funds or Other Consideration
On January 14, 1991, pursuant to the Securities
Purchase Agreement entered into by and among FIMA, IFINT-USA
and the Issuer, dated as of December 20, 1990 (the
"Securities Purchase Agreement"), a copy of which is filed
as Exhibit 3 to the Statement and is incorporated herein by
reference, (i) FIMA acquired warrants ("the Tranche 1
Warrants") to purchase 2,173,913 shares of Class B Common
Stock, subject to adjustment, for an aggregate purchase
<PAGE>
CUSIP NO. 449244 10 2 Page 19 of 55
price of $50,000; (ii) IFINT-USA acquired 250 shares of
Series 2A Preferred Stock, par value $0.01 per share (the
"Series 2A Preferred Stock") for an aggregate purchase price
of $24,590,000; and (iii) the Purchasers acquired an option
(the "Tranche 2 Option") to purchase (a) 250 shares of
Series 2B Senior Preferred Stock, par value $0.01 per share
(the "Series 2B Preferred Stock"), and (b) a warrant or
warrants to purchase a number of shares of Class B Common
stock to be determined in accordance with the provisions of
the Securities Purchase Agreement for an aggregate purchase
price of $10,000, paid by IFINT-USA.
FIMA funded its acquisition of the Tranche 1
Warrants by working capital. IFINT-USA funded its
acquisition of the Series 2A Preferred Stock by a loan from
UNIFIN B.V., a Netherlands limited liability company and an
indirectly fully controlled subsidiary of IFINT. The loan
is payable in nine (9) equal annual installments commencing
on December 31, 1994 and ending on December 31, 2002, at an
annual interest rate of 10.4% beginning on December 31,
1991. A copy of the Note evidencing the loan is filed as
Exhibit 2 to the Statement. IFINT-USA prepaid such Note in
October, 1992 out of equity funds available to IFINT-USA.
IFINT-USA funded the acquisition of the Tranche 2 Option by
working capital.
On January 13, 1992, pursuant to Amendment No. 1
to Securities Purchase Agreement, entered into by and among
FIMA, IFINT-USA and the Issuer ("Amendment No. 1"), dated
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CUSIP NO. 449244 10 2 Page 20 of 55
January 13, 1992, a copy of which is filed as Exhibit 21 to
the Statement, (i) IFINT-USA exchanged the 250 shares of
Series 2A Preferred Stock for 250 shares of the Issuer's
Series 2C Senior Preferred Stock (the "Series 2C Preferred
Stock"); (ii) FIMA exchanged the Tranche 1 Warrants for new
warrants (the "New Tranche 1 Warrants") to purchase in the
aggregate 2,976,190 shares of the Class B Common Stock,
subject to adjustment; and (iii) the Purchasers exercised
the Tranche 2 Option, as amended by Amendment No. 1,
whereupon FIMA purchased warrants (the "Tranche 2 Warrants")
to purchase 2,680,952 shares of Class A Common Stock, for an
aggregate purchase price of $300,000, and IFINT-USA
purchased 200 shares of Series 2D Preferred Stock (the
"Series 2D Preferred Stock") for an aggregate purchase price
of $19,700,000.
FIMA funded its acquisition of the Tranche 2
Warrants by working capital. IFINT-USA funded its
acquisition of the 200 shares of Series 2D Preferred Stock
by a loan from UNIFIN B.V. The loan is payable in nine (9)
equal annual installments commencing on December 31, 1995
and ending on December 31, 2003 at an annual interest rate
of 9.5% beginning on March 31, 1992. A copy of the Note
evidencing the loan is filed as Exhibit 20 to the Statement.
IFINT-USA prepaid such Note in October, 1992 out of equity
funds available to IFINT-USA.
On January 11, 1994 (the "Repurchase Closing
Date"), pursuant to Amendment No. 2 to Securities Purchase
<PAGE>
CUSIP NO. 449244 10 2 Page 21 of 55
Agreement entered into by and among FIMA, IFINT-USA and the
Issuer ("Amendment No. 2"), dated October 27, 1993, a copy
of which is attached hereto as Exhibit 27 and incorporated
herein by reference, (i) the 250 shares of Series 2C
Preferred Stock held by IFINT-USA and the New Tranche 1
Warrants held by FIMA (the "Repurchased Securities") were
repurchased by the Issuer; and (ii) the Tranche 2 Warrants
held by FIMA were exchanged for warrants (the "Replacement
Tranche 2 Warrants") to purchase in the aggregate 2,680,952
shares of Common Stock, subject to adjustment.
On the Repurchase Closing Date, the Issuer paid to
the Purchasers an aggregate purchase price of $26,562,500
for the Repurchased Securities, together with accrued and
unpaid dividends of $2,523,341.48 on the Series 2C Preferred
Stock and the Series 2D Preferred Stock through the
Repurchase Closing Date. Payment of the purchase price for
the Repurchased Securities was made out of proceeds from the
Issuer's underwritten public offering of Senior Subordinated
Notes (the "ICFKI Notes") and warrants.
Item 4. Purpose of Transaction.
Purchase of Preferred Stock and Warrants. The
Purchasers acquired the New Tranche 1 Warrants, the
Tranche 2 Warrants, the Replacement Tranche 2 Warrants, the
shares of Series 2C Preferred Stock and the shares of Series
2D Preferred Stock for investment purposes.
<PAGE>
CUSIP NO. 449244 10 2 Page 22 of 55
Certain Terms of the Series 2D Preferred Stock.
The Series 2D Preferred Stock has the designations, powers,
preferences and rights specified in the Certificate of
Designations of Series 2D Senior Preferred Stock (the
"Series 2D Certificate of Designations"), which was filed in
the Office of the Secretary of State of Delaware on
January 13, 1992, a copy of which is filed as Exhibit 25 to
the Statement. The following summary of certain provisions
of the Series 2D Certificate of Designations is not intended
to be complete and is qualified in its entirety by reference
to Exhibit 25.
The Series 2D Preferred Stock pays cumulative
dividends of $9,750 per $100,000 of liquidation preference
per year, payable quarterly. The holders of Series 2D
Preferred Stock are entitled to receive a liquidation
preference equal to $100,000 plus accrued but unpaid
dividends per share of Series 2D Preferred Stock upon any
voluntary or involuntary liquidation, dissolution or winding
up of the issuer. The Issuer is obligated to redeem all
shares of Series 2D Preferred Stock outstanding on
January 13, 1997, for the full liquidation preference
amount, plus accrued and unpaid dividends thereon to the
redemption date. In addition, upon a proposal for or the
occurrence of a Change in Control Event, the Initial Holder
(both of the capitalized terms have the meanings as defined
in the Series 2D Certificate of Designations), of the shares
<PAGE>
CUSIP NO. 449244 10 2 Page 23 of 55
of Series 2D Preferred Stock has the option to require the
Issuer to redeem all or part of its shares at a redemption
price of $100,000 per share, plus accrued and unpaid
dividends thereon to the redemption date.
The Issuer at any time and at its option may
redeem all, but not less than all, of the shares of
Series 2D Preferred Stock at a redemption price of $106,250
per share, plus accrued and unpaid dividends thereon to the
redemption date.
If, as of the date the Issuer elects to redeem the
shares of Series 2D Preferred Stock, an Initial Holder owns
any Replacement Tranche 2 Warrants, then the holder of such
shares may elect to receive, in lieu of the applicable
redemption price described above, consideration per share
equal to (i) cash in the amount of $106,249.99, and (ii) one
share of a new series of preferred stock, par value $0.01
per share (the "Series XD Preferred Stock"), to be created
pursuant to a Certificate of Designations in the form
attached as Exhibit A to the Series 2D Certificate of
Designations (the "Series XD Certificate of Designations").
No dividends will be payable with respect to shares of
Series XD Preferred Stock. The liquidation preference for
such shares will be $0.01 per share. Holders of shares of
Series XD Preferred Stock will be entitled to vote together
with holders of the Issuer's Common Stock on all matters to
be voted on by the Issuer's shareholders. The number of
<PAGE>
CUSIP NO. 449244 10 2 Page 24 of 55
votes entitled to be cast by holders of such shares of
Series XD Preferred Stock is determined separately with
respect to each holder in accordance with formulae set forth
in the Series XD Certificate of Designations. No holder of
shares of Series XD Preferred Stock may transfer any such
shares unless such shares are transferred to a Purchaser
Affiliate, as defined in the Securities Purchase Agreement.
The Issuer must redeem all outstanding shares of Series XD
Preferred Stock at a redemption price per share equal to the
aggregate liquidation preference of such shares on the first
to occur of (A) January 13, 1997 or (B) the date upon which
an Initial Holder does not hold any Replacement Tranche 2
Warrants.
The Issuer also has a one-time right to redeem all
outstanding shares of Series 2D Preferred Stock, each share
in exchange for (i) a subordinated debt security (the
"Exchange Note") with an aggregate principal amount of
$99,999.99 and a minimum interest rate of 9.75%, in the form
attached as Exhibit B to the Series 2D Certificate of
Designations, bearing interest at a rate that would preserve
the after-federal income tax return on dividends on the
Series 2D Preferred Stock, (ii) cash in an amount equal to
all accrued and unpaid dividends on the Series 2D Preferred
Stock, and (iii) one share of a new series of preferred
stock, par value $0.01 per share (the "Series YD Preferred
<PAGE>
CUSIP NO. 449244 10 2 Page 25 of 55
Stock"), of the Issuer to be created pursuant to a
Certificate of Designations in the form attached as
Exhibit C to the Series 2D Certificate of Designations (the
"Series YD Certificate of Designations"). No dividends will
be payable with respect to shares of Series YD Preferred
Stock. The liquidation preference for such shares will be
$0.01 per share. The Issuer may at any time and at its
option redeem all, but not less than all, the shares of
Series YD Preferred Stock at a redemption price of $0.01 per
share.
The Issuer has mandatory redemption obligations
to: (i) redeem all shares of Series YD Preferred Stock
outstanding on January 13, 1997 for the full liquidation
preference amount, (ii) redeem all or part of the Initial
Holder's Series YD Preferred Stock for the liquidation
preference amount if the Initial Holder exercises his
redemption option upon the proposal or occurrence of a
Change in Control Event, (iii) concurrently redeem all
outstanding Exchange Notes when Series YD Preferred Stock is
redeemed, and (iv) redeem and purchase outstanding shares of
Series YD Preferred Stock pursuant to the Securities
Purchase Agreement. If the holder of such redeemed
Series YD Preferred Stock is an Initial Holder and also
holds any outstanding Replacement Tranche 2 Warrants, then
such holder shall receive, for each share of Series YD
<PAGE>
CUSIP NO. 449244 10 2 Page 26 of 55
Preferred Stock redeemed, a share of Series XD Preferred
Stock. Shares of Series YD Preferred Stock may not be
transferred separately from their corresponding Exchange
Notes.
In the event the Issuer is in arrears with respect
to any dividend payable on the Series 2D Preferred Stock for
a period in excess of 100 days or fails to make a mandatory
redemption, the holders of Series 2D Preferred Stock will
have the exlusive right to elect two additional directors.
In addition, until such an arrearage or failure to
make a mandatory redemption is cured, if 33% or more of the
then outstanding Series 2D Preferred Stock (or securities
issued in exchange therefor) is held by an Initial Holder,
the Issuer becomes subject to certain restrictive covenants.
Such covenants would prohibit the Issuer from, among other
things: disposing of assets for consideration of more than
$1 million in a single transaction; entering into mergers;
making acquisitions; guaranteeing any obligation in excess
of $1 million; or incurring indebtedness other than as
permitted pursuant to the Indenture governing the ICFKI
Notes without the consent of such Initial Holder.
As provided in the Certificate of Designations of
Series 2D Preferred Stock, during such time as the Tranche 2
Warrants are still outstanding and held by an Initial
Holder, shares of Series 2D Preferred Stock are entitled
to the same number of votes as the Common Stock which would
be issued upon the exercise of the Tranche 2 Warrants,
provided that the shares of the Series 2D Preferred Stock
will not at any time be entitled to more than 2,380,952
votes in the aggregate.
<PAGE>
CUSIP NO. 449244 10 2 Page 27 of 55
Certain Terms of Replacement Tranche 2
Warrants. The Replacement Tranche 2 Warrants have the terms
specified in the Replacement Tranche 2 Warrant Certificate
(the "Replacement Tranche 2 Warrant Certificate"), a copy of
which is filed herewith as Exhibit 28 and incorporated
herein by reference. The summary contained herein of
certain provisions of the Replacement Tranche 2 Warrant
certificate is not intended to be complete and is qualified
in its entirety by reference to Exhibit 28.
Unless earlier exercised, the Replacement
Tranche 2 Warrants expire on January 13, 1997, subject to
adjustment. The exercise price for the Replacement
Tranche 2 Warrants is $6.90 per share, subject to adjustment.
In addition, the holder of the Replacement Tranche 2 Warrants
will be able, in lieu of exercising such warrants, to require
the Issuer to issue to such holder Common Stock with an aggregate
market value equal to the difference between the then current
market price for the Common Stock and 90% of the exercise price
of the Replacement Tranche 2 Warrants then in effect,
multiplied by the number of Replacement Tranche 2 Warrants
<PAGE>
CUSIP NO. 449244 10 2 Page 28 of 55
for which the holder is requiring such issuance. In
addition, on the expiration date of the Replacement
Tranche 2 Warrants, the holder of such warrants will be
able, in lieu of exercising the warrants or having Common
Stock issued as described in the preceding sentence, to
require the Issuer to pay it cash in the amount of the
difference between the then current market price for the
Common Stock and the exercise price of the Replacement
Tranche 2 Warrants then in effect, multiplied by the number
of Replacement Tranche 2 Warrants for which the holder is
requiring such payment. In the event that the Issuer cannot
make such cash payment without violating a covenant or
covenants contained in any agreement relating to
indebtedness for borrowed money of the Issuer, the Issuer
shall make such payment in Common Stock as described above.
Pursuant to Amendment No. 1, the Purchasers were
required to abstain from voting the first 300,000 (subject
to adjustment) shares of Common Stock issued upon exercise
of the Tranche 2 Warrants, or vote such shares
proportionally in the same manner as all other votes cast by
the shareholders of the Issuer. Pursuant to Amendment No.
2, this restriction was eliminated. Therefore, the shares
of the Common Stock into which the Replacement Tranche 2
Warrants are exercisable will be entitled to 2,680,952 votes
(one vote per share) upon such exercise.
<PAGE>
CUSIP NO. 449244 10 2 Page 29 of 55
Terms of Repurchased Securities. The Series 2C
Preferred Stock had the designations, powers, preferences
and rights specified in the Certificate of Designations of
Series 2C Senior Preferred Stock, which was filed in the
Office of the Secretary of State of Delaware on January 13,
1992, a copy of which is filed as Exhibit 22 to the
Statement. The New Tranche 1 Warrants had the terms
specified in the New Tranche 1 Warrant Certificate, a copy
of which is filed as Exhibit 23 to the Statement.
Acquisition of Additional Securities. The
provisions of the Securities Purchase Agreement restrict
future acquisitions of additional voting securities of the
Issuer (the "Voting Securities") by the Purchasers or any of
their affiliates. During the period beginning on
December 20, 1990 and ending on the earlier of
(i) December 20, 1995 and (ii) the day after the date the
Purchasers and all of their affiliates cease to be the
Deemed Owners of any Restricted Securities, as those terms
are defined in the Securities Purchase Agreement, such
Purchasers may not acquire any Voting Securities if,
following such acquisition, such Purchasers, together with
their affiliates, would be the Deemed Owners of securities
representing in the aggregate more than 40 per centum of the
total combined voting power of all the Issuer's issued and
<PAGE>
CUSIP NO. 449244 10 2 Page 30 of 55
outstanding securities. During such period, such Purchasers
may not subject any Restricted Securities, as defined in the
Securities Purchase Agreement, to any voting trust or voting
agreement. Also during such period, such Purchasers may not
solicit proxies or become participants in a solicitation in
opposition to any recommendation of the Issuer's Board of
Directors.
The Reporting Persons reserve the right to acquire
all additional Voting Securities permitted under the
Securities Purchase Agreement.
Representation on the Board of Directors.
Pursuant to the terms of the Securities Purchase
Agreement, as amended by Amendment No. 1 and Amendment No.
2, during the period beginning December 20, 1990 and ending
on the later of January 13, 1997, or the date on which all
of the shares of Series 2D Preferred Stock shall have been
redeemed, so long as the Purchasers, together with all
Purchaser Affiliates, hold in the aggregate (i) shares of
Series 2D Preferred Stock, and/or Exchange Notes or notes
issued in exchange for shares of Series 2D Preferred Stock,
representing in the aggregate at least 80 per centum of the
aggregate liquidation preference and/or principal amount of
all such securities outstanding or (ii) the Replacement
Tranche 2 Warrants, and/or shares of Common Stock acquired
<PAGE>
CUSIP NO. 449244 10 2 Page 31 of 55
as a result of the exercise of such Warrants, representing
in the aggregate (assuming the exercise of such Warrants) at
least 80 per centum of the number of shares of the Issuer's
Common Stock issued or issuable upon the exercise of such
Warrants, the Issuer shall, at the Purchasers' request, use
its best efforts to create one vacancy on the Issuer's Board
of Directors (the "Board") and cause a designee of the
Purchasers to be elected to such Board for an initial term
and any subsequent term. At any time during which
Purchasers have such right to designate a member of the
Board, in lieu of exercising such right, the Purchasers may
designate a non-voting observer to the Board.
In the event the Issuer is in arrears with respect
to any dividend payable on the Series 2D Preferred Stock for
a period in excess of 100 days or fails to make a mandatory
redemption, the holders of Series 2D Preferred Stock will
have the exclusive right to elect two additional directors.
Change in the Capitalization or Dividend Policy.
As a result of the repurchase by the Issuer of all of the
outstanding shares of Series 2C Preferred Stock and all of
the New Tranche 1 Warrants, the capital structure of the
Issuer no longer includes any shares of Series 2C Preferred
Stock or any New Tranche 1 Warrants
Plans and Proposals. Except as described above,
none of the Reporting Persons nor, to the best knowledge of
<PAGE>
CUSIP NO. 449244 10 2 Page 32 of 55
any of the Reporting Persons, any person listed on
Schedule A who is not a Reporting Person has any plans or
proposals which relate to or would result in:
(a) the acquisition by any person of additional
securities of the Issuer, or the disposition
of securities of the Issuer;
(b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation,
involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of
assets of the Issuer or any of its
subsidiaries;
(d) any change in the present Board of Directors
or management of the Issuer;
(e) any material change in the present
capitalization or dividend policy of the
Issuer;
(f) any other material change in the Issuer's
business or corporate structure;
(g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other
actions which may impede the acquisition of
control of the Issuer by any person;
<PAGE>
CUSIP NO. 449244 10 2 Page 33 of 55
(h) causing a class of securities of the Issuer
to be delisted from a national securities
exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of
a registered national securities association;
(i) a class of equity securities of the Issuer
becoming eligible for termination of
registration pursuant to Section 12(g)(4) of
the Act; or
(j) any action similar to any of those enumerated
in (a)-(i) above.
Item 5. Interest in Securities of the Issuer.
(a) FIMA beneficially owns directly the Replace-
ment Tranche 2 Warrants to purchase in the aggregate
2,680,952 shares of Common Stock, subject to adjustment.
The exercise price of the Replacement Tranche 2 Warrants is
$6.90 per share of Common Stock, subject to adjustment. See
Item 4. If FIMA were to exercise the Replacement Tranche 2
Warrants, it would beneficially own in the aggregate
2,680,952 shares of Common Stock. The 2,680,952 shares
represent 11.37 per centum of 20,890,399 shares of
<PAGE>
CUSIP NO. 449244 10 2 Page 34 of 55
outstanding Common Stock of the Issuer as of December 31,
1993. 1/
IFINT-USA beneficially owns directly 200 shares of
the Series 2D Preferred Stock. As discussed in Item 4,
during such time as the Replacement Tranche 2 Warrants are
still outstanding and held by the Initial Holder, the 200
shares of the Series 2D Preferred Stock are entitled to
2,380,952 votes, representing 10.23 per centum of the voting
power of the outstanding shares of Common Stock of the
Issuer as of December 31, 1993.
IFINT through its control of FIMA, IFI through its
deemed control (for purposes of the Act) of IFINT, GA
through its deemed control (for purposes of the Act) of IFI,
and Messrs. Giovanni Agnelli, Umberto Agnelli, Giovanni
Nasi, Gianluigi Gabetti and Cesare Romiti through their
deemed control (for purposes of the Act) of GA, beneficially
own indirectly all the Replacement Tranche 2 Warrants owned
directly by FIMA.
PREASEPE through its control of IFINT-USA, IFINT
through its control of PREASEPE, IFI through its deemed
control (for purposes of the Act) of IFINT, GA through its
_____________________
1/ These percentage calculations are calculated in accord-
ance with Rule 13d-1 of the Act and are based on infor-
mation provided by the Issuer as of December 31, 1993.
The calculations assume no other exercise of conversion
of any other outstanding warrants, options or convert-
ible securities of the Issuer.
<PAGE>
CUSIP NO. 449244 10 2 Page 35 of 55
deemed control (for purposes of the Act) of IFI, and Messrs.
Giovanni Agnelli, Umberto Agnelli, Giovanni Nasi, Gianluigi
Gabetti and Cesare Romiti through their deemed control (for
purposes of the Act) of GA, beneficially own indirectly all
of the Series 2D Preferred Stock owned directly by IFINT-
USA.
To the best knowledge of the Reporting Persons, no
person listed on Schedule A who is not a Reporting Person
beneficially owns any Replacement Tranche 2 Warrants or any
shares of Series 2D Preferred Stock or any shares of Common
Stock.
(b) All of the Reporting Persons, except IFINT-
USA and PREASEPE, share the power to dispose or to direct
the disposition of the Replacement Tranche 2 Warrants
reported in (a) above as beneficially owned by the Reporting
Persons and the power to vote or to direct the vote of the
shares of Common Stock into which such warrants are
exercisable.
(c) Except with respect to the disposition of the
New Tranche 1 Warrants and the Series 2C Preferred Stock,
and the exchange of the Tranche 2 Warrants for the Replace-
ment Tranche 2 Warrants reported in this Schedule 13D, none
of the Reporting Persons nor, to the best knowledge of any
of the Reporting Persons, any person listed on Schedule A
<PAGE>
CUSIP NO. 449244 10 2 Page 36 of 55
who is not a Reporting Person has effected any transactions
in any equity securities of the Issuer.
(d) None of the Reporting Persons nor, to the
best knowledge of any of the Reporting Persons, any person
listed on Schedule A who is not a Reporting Person has
knowledge of any person having the right to receive or the
power to direct the receipt of dividends from, or the
proceeds from the sale of, shares of Series 2C Preferred
Stock, Series 2D Preferred Stock or Common Stock other than
such persons who have previously filed a Schedule 13D with
the Securities and Exchange Commission with respect to such
stock and officers and employees benefit plans of the
Issuer.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
Transfer Restrictions. Each Purchaser has agreed
not to transfer any shares of Series 2D Preferred Stock,
Replacement Tranche 2 Warrants, shares of Common Stock
issued upon exercise of Replacement Tranche 2 Warrants,
Exchange Notes, shares of Series XD Preferred Stock or
Series YD Preferred Stock (collectively the "Restricted
Securities"), except as permitted in the Securities Purchase
Agreement. Prior to transferring any Restricted Securities,
<PAGE>
CUSIP NO. 449244 10 2 Page 37 of 55
the Purchaser must offer to sell such Restricted Securities
to the Issuer. The Issuer has the option to purchase all,
but not less than all, such offered securities. In the
event that the Issuer does not elect to purchase such
offered securities, such Purchaser shall be free to transfer
all or any portion of such offered securities at any time or
from time to time for a period of 175 days, at a price or
prices, in each case, not less than 80 per centum of the
price offered to the Issuer (with respect to the Replacement
Tranche 2 Warrants and shares of Common Stock) or 90 per
centum of such price (with respect to other Restricted
Securities).
No Purchaser may not transfer any Restricted
Securities to any person whom such Purchaser reasonably
believes to be a Foreign Person, as such term is defined in
the Securities Purchase Agreement, unless such transfer
would not materially adversely affect (i) the Issuer's or
its subsidiaries' then current United States Government
security clearances or (ii) the Issuer's or its
subsidiaries' right to complete existing material contracts
with the United States Government or to bid for new
contracts.
Registration Rights. Pursuant to the Amended and
Restated Registration Rights Agreement, dated as of
January 13, 1992, between the Issuer and FIMA (the "Amended
<PAGE>
CUSIP NO. 449244 10 2 Page 38 of 55
and Restated Registration Rights Agreement"), a copy of
which is filed as Exhibit 26 to the Statement, the Purchaser
or one or more Purchaser Affiliates has the right to require
the Issuer to register under the Securities Act of 1933, as
amended, all shares of Common Stock issued upon the exercise
of the Replacement Tranche 2 Warrants. Holders of such
shares may require the Issuer to register such shares on up
to four occasions and to maintain the effectiveness of each
such registration for up to nine months. Holders may not
make more than one request for such registration in any one
calendar year. In addition, holders have certain incidental
registration rights in connection with registrations
effected by the Issuer for other primary or secondary
offerings of shares of Common Stock.
In addition, pursuant to the terms of the Amended
and Restated Registration Rights Agreement, FIMA has the
right to require the Issuer to maintain at all times a shelf
registration of 500,000 shares of Common Stock issuable upon
exercise of the Replacement Tranche 2 Warrants until such
time as the Purchasers no longer hold 50% of their original
investment, provided that the Issuer has made arrangements
to permit FIMA to exercise any outstanding Replacement
Tranche 2 Warrants by delivering to the Issuer, in lieu of
the cash exercise price of such warrants, securities of the
Issuer. The summary contained herein of certain provisions
of the Amended and Restated Registration Rights Agreement is
not intended to be complete and is qualified in its entirety
by reference to Exhibit 26.
<PAGE>
CUSIP NO. 449244 10 2 Page 39 of 55
Acquisition of Additional Securities. See
discussion in Item 4.
Finder's Fees. No broker, finder, agent or
similar intermediary acted on behalf of any Reporting Person
or, to the best knowledge of any of the Reporting Persons,
on behalf of any person listed on Schedule A who is not a
Reporting Person, in connection with the transactions
contemplated by the Securities Purchase Agreement, Amendment
No. 1 and Amendment No. 2; and there are no brokerage
commissions, finder's fees or similar fees or commissions
payable in connection therewith based upon any agreement
with any of the Reporting Persons or, to the best knowledge
of any of the Reporting Persons, with any person listed on
Schedule A who is not a Reporting Person.
Put Right. Pursuant to the Securities Purchase
Agreement, as amended, the Purchasers have the right (the
"Put Right") to require the Issuer to redeem and purchase
(i) all shares of Series 2D Preferred Stock, (ii) notes
issued in exchange for such shares and (iii) shares of
Series YD Preferred Stock (collectively, the "Put
Securities") held by the Purchasers or any one or more of
<PAGE>
CUSIP NO. 449244 10 2 Page 40 of 55
its affiliates. The Put Right is exercisable if (i) the
Department of Defense, the Department of Energy or the
President of the United States makes a final determination
on the grounds of national security that the Issuer, by
reason of the Purchasers' ownership of Put Securities,
should forfeit a security clearance on a material facility
or a material government contract and (ii) such forfeiture
will have a material adverse effect on the Issuer. The Put
Right is not exercisable at any time any Purchaser or
Purchaser Affiliate acquires voting stock of the Issuer in a
market purchase, or a private purchase other than from the
Issuer, and, immediately following such purchase, the
Purchasers are the Deemed Owners (as defined in the
Securities Purchase Agreement) of voting stock of the Issuer
representing, in the aggregate, more than 20% of the total
combined voting power of all shares of the Issuer's common
stock. The Purchasers and the Issuer have agreed to
cooperate to facilitate compliance by the Issuer with
governmental regulations relating to foreign ownership,
control or influence. (The Departments of Defense and
Energy have the authority to require arrangements to
insulate the performance of classified contracts by
subsidiaries of the Issuer from control by the Issuer's
management or the Board, in order to avoid the exercise of
<PAGE>
CUSIP NO. 449244 10 2 Page 41 of 55
influence by foreign interests (including the Purchasers)
over the performance of such contracts.)
Item 7. Material to be Filed as Exhibits.
* Exhibit 1 - Joint Acquisition Statement
Pursuant to Rule 13d-1(f)
* Exhibit 2 - Note, dated December 21, 1990, in
the amount of $24,600,000 payable
by IFINT-USA Inc. to UNIFIN B.V.
* Exhibit 3 - Securities Purchase agreement,
dated as of December 20, 1990, by
and among the Issuer, FIMA and
IFINT-USA
* Exhibit 4 - Tranche 1 Warrant Certificate
* Exhibit 5 - Registration Rights Agreement,
dated as of December 20, 1990,
between the Issuer and FIMA
* Exhibit 6 - Certificate of Designations of
Series 2A Senior Preferred Stock,
as corrected and restated on
January 9, 1991
* Exhibit 7 - Anti-Dilution Provisions
* Exhibit 8 - Power of Attorney for FIMA Finance
Management Inc.
* Exhibit 9 - Power of Attorney for IFINT-USA
Inc.
* Exhibit 10 - Power of Attorney for Mirovoy
Global Parts B.V.
* Exhibit 11 - Power of Attorney for IFINT (NA)
N.V.
* Exhibit 12 - Power of Attorney for IFINT Societe
Anonyme
* Exhibit 13 - Power of Attorney for Istituto
Finanziario Industriale S.p.A.
<PAGE>
CUSIP NO. 449244 10 2 Page 42 of 55
* Exhibit 14 - Power of Attorney for Giovanni
Agnelli & C.S.a.a.
* Exhibit 15 - Power of Attorney for Giovanni
Agnelli
* Exhibit 16 - Power of Attorney for Umberto
Agnelli
* Exhibit 17 - Power of Attorney for Giovanni
Nasi
* Exhibit 18 - Power of Attorney for Gianluigi
Gabetti
* Exhibit 19 - Power of Attorney for Cesare
Romiti
** Exhibit 20 - Note, dated January 13, 1992, in
the amount of $19,700,000 payable
by IFINT-USA to UNIFIN B.V.
** Exhibit 21 - Amendment No. 1 to Securities
Purchase Agreement, dated as of
January 13, 1993, among the Issuer,
FIMA and IFINT-USA
** Exhibit 22 - Certificate of Designations of
Series 2D Senior Preferred Stock,
as filed on January 13, 1992
** Exhibit 23 - New Tranche 1 Warrant Certificate
** Exhibit 24 - Tranche 2 Warrant Certificate
** Exhibit 25 - Certificate of Designations of
Series 2D Senior Preferred Stock,
as filed on January 13, 1992
** Exhibit 26 - Amended and Restated Registration
Rights Agreement, dated as of
January 13, 1992, between the
Issuer and FIMA
*** Exhibit 27 - Amendment No. 2 to Securities
Purchase Agreement, dated
October 27, 1993.
<PAGE>
CUSIP NO. 449244 10 2 Page 43 of 55
**** Exhibit 28 - Replacement Tranche 2 Warrant
Certificate.
***** Exhibit 29 - Power of Attorney for Preasepe IV B.V.
_________________________
* - Filed with the Original Statement
** - Filed with the First Amended Statement
*** - Incorporated by reference to Exhibit 4(g)(2) to
Amendment No. 2 to Registration Statement on Form
S-1 of ICF Kaiser International, Inc.
(Registration No. 33-70986) filed with the
Commission on December 23, 1993.
**** - Incorporated by reference to Exhibit 4(f) to
Quarterly Report on Form 10-Q of ICF Kaiser
International, Inc. for the Fiscal Quarter ended
November 30, 1993, (Registrant No. 1-12248) filed
with the Commission on January 14, 1994.
***** - Filed herewith
<PAGE>
CUSIP NO. 449244 10 2 Page 44 of 55
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.
FIMA FINANCE MANAGEMENT INC.
January 14, 1994 By: /s/ John E. Lange
Date Name: John E. Lange
Title: Attorney-in-Fact
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.
IFINT-USA INC.
January 14, 1994 By: /s/ John E. Lange
Date Name: John E. Lange
Title: Attorney-in-Fact
<PAGE>
CUSIP NO. 449244 10 2 Page 45 of 55
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.
PREASEPE IV B.V.
January 14, 1994 By: /s/ John E. Lange
Date Name: John E. Lange
Title: Attorney-in-Fact
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.
IFINT Societe Anonyme
January 14, 1994 By: /s/ John E. Lange
Date Name: John E. Lange
Title: Attorney-in-Fact
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.
Instituto Finanziario
Industriale S.p.A.
January 14, 1994 By: /s/ John E. Lange
Date Name: John E. Lange
Title: Attorney-in-Fact
<PAGE>
CUSIP NO. 449244 10 2 Page 46 of 55
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.
Giovanni Agnelli & C. S.a.a.
January 14, 1994 By: /s/ John E. Lange
Date Name: John E. Lange
Title: Attorney-in-Fact
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.
January 14, 1994 By: /s/ John E. Lange
Date Giovanni Agnelli, by
John E. Lange,
Attorney-in-Fact
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.
January 14, 1994 By: /s/ John E. Lange
Date Umberto Agnelli, by
John E. Lange,
Attorney-in-Fact
<PAGE>
CUSIP NO. 449244 10 2 Page 47 of 55
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.
January 14, 1994 By: /s/ John E. Lange
Date Giovanni Nasi, by
John E. Lange,
Attorney-in-Fact
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.
January 14, 1994 By: /s/ John E. Lange
Date Gianluigi Gabetti, by
John E. Lange,
Attorney-in-Fact
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.
January 14, 1994 By: /s/ John E. Lange
Cesare Romiti, by
John E. Lange,
Attorney-in-Fact
<PAGE>
CUSIP NO. 449244 10 2 Page 48 of 55 Pages
Schedule A
<TABLE>
<CAPTION>
Position Held with
GA, IFI, IFINT,
PREASEPE, Present Principal
Name Citizenship Business Address IFINT-USA and/or FIMA Business Activity
- ---- ----------- ---------------- -------------------- -----------------
<S> <C> <C> <C> <C>
Giovanni Agnelli Italy Corso Marconi 10 General Partner and Chairman of FIAT
10125 Torino, Italy Chairman of GA, S.p.A., an Italian
Chairmn of IFI, corporation, which owns
Chairman and Director and controls companies
of IFINT throughout the world
which are engaged in a
wide variety of
businesses. The core
business of FIAT is the
manufacturing of auto-
mobiles.
Umberto Agnelli Italy Via Carlo General Partner of GA, Deputy Chairman and
Marenco, 25 Deputy Chairman and Managing Director of
10126 Torino, Italy Managing Director of IFI
IFI
Giovanni Nasi Italy Via Carlo General Partner and Deputy Chairman of IFI
Marenco, 25 Deputy Chairman of GA,
10126 Torino, Italy Deputy Chairman and
Director of IFI
</TABLE>
<PAGE>
CUSIP NO. 449244 10 2 Page 49 of 55 Pages
<TABLE>
<CAPTION>
Position Held with
GA, IFI, IFINT,
PREASEPE, Present Principal
Name Citizenship Business Address IFINT-USA and/or FIMA Business Activity
- ---- ----------- ---------------- --------------------- -----------------
<S> <C> <C> <C> <C>
Gianluigi Gabetti Italy Via Carlo General Partner of GA, Director of IFI
Marenco, 25 Director of IFI,
10126 Torino, Italy Director, Deputy
Chairman and Managing
Director of IFINT,
Chairman of the Board
of Management of IFINT,
Director of IFINT-USA
Cesare Romiti Italy Corso Marconi, 10 General Partner of GA Manging Director of
10125 Torino, Italy FIAT S.p.A.
PIO Teodorani-Fabbri Italy Via Carlo Director of IFI Director of IFI
Marenco, 25
10126 Torino, Italy
Franzo Grande Stevens Italy Via del Carmine 2 Secretary of the Board Civil Lawyer
10122 Torino, Italy of General Partners of
GA, Searetary of the
Board of IFI
Michel David-Weill France One Rockefeller Plaza Director of IFINT Senior Partner of
New York, NY 10020 Lazard Freres & Co., a
privately held holding
company with the
following investment
banking operations as
its primary assets:
Lazard Freres & Co.
(NY), Lazard Freres Cie
(Paris), Lazard Freres
Brothers (London)
Jacques Loesch Luxebourg 8, Rue Zithe Director of IFINT Senior Partner, Loesch
L-1011 Luxembourg & Wolter (counsel to
IFINT)
</TABLE>
<PAGE>
CUSIP NO. 449244 10 2 Page 50 of 55 Pages
<TABLE>
<CAPTION>
Position Held with
GA, IFI, IFINT,
PREASEPE, Present Principal
Name Citizenship Business Address IFINT-USA and/or FIMA Business Activity
- ---- ----------- ---------------- --------------------- -----------------
<S> <C> <C> <C> <C>
Henry C. M. Bodmer Switzerland 30 Bahnhofstrasse Director of IFINT Chairman and Managing
Zurich Director of Abegg
Holding A.G., a private
family investment
holding company, with
investments in the
areas of banking, real
estate, wire, cable and
plastic material
Hans-Ulrich Doerig Switzerland c/o Credit Suisse Director of IFINT Member of the Executive
CH-8021 Zurich Board of Credit Suisse,
Zurich, a leading Swiss
commercial bank
Richard Allen Voell United States 1230 Avenue of the Director of IFINT CEO and President of
Americas The Rockefeller Group
New York, NY 10020 Inc., a leading
privately held U.S.
firm with investments
in real estate, real
estate services,
telecommunications and
entertainment
Corinne Mentzelopoulos France 19 Avenue Montaigne Director of IFINT Managing Director of
Paris 75008, France Chateau Margaux, a
vineyard
Fayez Shalaby Sarofim Egypt 2 Houston Center Director of IFINT President and Chairman
Suite 2907 of Fayez Sarofim & Co.,
Houston, TX 77010 a privately owned
investment management
firm
</TABLE>
<PAGE>
CUSIP NO. 449244 10 2 Page 51 of 55 Pages
<TABLE>
<CAPTION>
Position Held with
GA, IFI, IFINT,
PREASEPE, Present Principal
Name Citizenship Business Address IFINT-USA and/or FIMA Business Activity
- ---- ----------- ---------------- --------------------- -----------------
<S> <C> <C> <C> <C>
Walter Tenz Switzerland Voltastrasse 61 Secretary of the Board Managing Director SADCO
CH-8044 Zurich of IFINT, member of the S.A., an affiliate of
Switzerland Board of Management of IFINT
IFINT, Director of
PREASEPE, Director and
President of FIMA
Tiberto Brandolini Italy 19 Avenue Montaigne Director and Vice Managing Director of
Paris 75008, France Chairman of the Board Exor S.A., an
of Management of IFINT investment holding
company
Andre Ardoin France 13 Avenue de L'Opera Director of IFINT Member of the board of
Paris 75001, France the Aga Khan Fund for
Economic Development
Gaston Thorn Luxenbourg 69 Route d'Esch Director of IFINT Chairman of the Board
Luxembourg 2953 of Directors, Banque
Internationale a
Luxembourg, a leading
Luxembourg commercial
bank
Jacques Vincent France 19 Avenue Montaigne Director of IFINT Chairman of the
Paris 75008, France Supervisory Board of
L'Lione Finance S.A., a
financial holding
company
Jan C. Schultsz The 'Atrium,' 7th Floor Director of PREASEPE Attorney
Netherlands Strawinskylaan 3115
NL-1077 ZX Amsterdam
Galeazzo Scarampi del Italy 3 Exchange Square Vice-President of President of IFINT-USA
Cairo Suite 304-306 IFINT-USA, member of Asia Representative
Hong Kong the Board of Managenmt office
of IFINT
</TABLE>
<PAGE>
CUSIP NO. 449244 10 2 Page 52 of 55 Pages
<TABLE>
<CAPTION>
Position Held with
GA, IFI, IFINT,
PREASEPE, Present Principal
Name Citizenship Business Address IFINT-USA and/or FIMA Business Activity
- ---- ----------- ---------------- ------------------------ -----------------
<S> <C> <C> <C> <C>
Gian Andrea Botta Italy IFINT-USA Inc. Director and President President of IFINT-USA
375 Park Avenue of IFINT-USA, member of
New York, NY 10152 the Board of Management
of IFINT
Nicolaas Peter Ruys United States IFINT-USA Inc. Director and Secretary Secretary and Treasurer
375 Park Avenue and Treasurer of IFINT- of IFINT-USA
New York, NY 10152 USA, Director of
PREASEPE, Director of
FIMA, Chief Financial
Officer and member of
the Board of Management
of IFINT
Greg S. Feldman United States IFINT-USA Inc. Vice-President of Vice-President of
375 Park Avenue IFINT-USA IFINT-USA
New York, NY 10152
Siegfried Maron Switzerland Voltastrasse 61 Vice-President and Vice-President of SADCO
CH-8044 Zurich Treasurer of FIMA S.A., an affiliate of
Switzerland IFINT
Tortola Corporation British Wickhams Cay Director of FIMA A service and
Company Limited Virgin Road Town management company
Islands Tortola, British affiliated with the
Virgin Islands CITCO Group
B.V.I. Corporation British Wickhams Cay Secretary of FIMA A service and
Company Limited Virgin Road Town managenmt
Islands Tortola, British affiliated with the
Virgin Islands CITCO Group
</TABLE>
Exhibit 29
PREASEPE IV B.V.
Pieter de Hoochstraat 42
NL-1071 EG Amsterdam
January 14, 1994
POWER OF ATTORNEY
The undersigned, PREASEPE IV B.V., a corporation
organized under the laws of the Netherlands, by its repre-
sentative thereunto duly authorized, hereby constitutes and
appoints ERNEST RUBENSTEIN, of Paul, Weiss, Rifkind, Wharton
& Garrison, New York, New York, with full power of
substitution, its true and lawful attorney-in-fact and
agent, in any and all capacities, to sign any and all
reports, documents and certificates to be delivered or filed
with respect to the closing of the transaction contemplated
by that certain Securities Purchase Agreement, dated as of
December 20, 1990, as amended, by and among ICF Kaiser
International, Inc., a Delaware corporation, IFINT-USA Inc.,
a Delaware corporation, and FIMA FINANCE MANAGEMENT INC., a
British Virgin Islands corporation, including but not
limited to, the Schedule 13D, the Form 3, any Form 4, any
Form 5 and any amendment to any of the foregoing, each to be
<PAGE>
2
filed with the United States Securities and Exchange
Commission, and to file any such other reports, documents
and certificates with any agencies and instrumentalities and
other persons with which such other reports, documents or
certificates are required to be filed or delivered; and the
undersigned hereby grants unto said attorney-in-fact and
agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes
as it might or could do in person, and hereby ratifies and
confirms all that said attorney-in-fact and agent, or other
substitutes, may lawfully do or cause to be done.
PREASEPE IV B.V.
By: /s/ Walter Tenz
Name: Walter Tenz
Title: Managing Director
Exhibit 30
POWER OF ATTORNEY SUBSTITUTION
The undersigned, ERNEST RUBENSTEIN, pursuant to
the authority granted to him by (i) that certain Power of
Attorney dated January 21, 1991, granted to the undersigned
by FIMA FINANCE MANAGEMENT, INC., (ii) that certain Power of
Attorney dated January 23, 1991, granted to the undersigned
by IFINT-USA INC., (iii) that certain Power of Attorney
dated January 14, 1994 granted to the undersigned by
PREASEPE IV B.V., (iv) that certain Power of Attorney dated
January 23, 1991, granted to the undersigned by IFINT S.A.,
(v) that certain Power of Attorney dated January 23, 1991,
granted to the undersigned by ISTITUTO FINANZIARIO
INDUSTRIALE S.p.A., (vi) that certain Power of Attorney
dated January 23, 1991, granted to the undersigned by
GIOVANNI AGNELLI & C. S.a.a., (vii) that certain Power of
Attorney dated January 23, 1991, granted to the undersigned
by GIOVANNI AGNELLI, (viii) that certain Power of Attorney
dated January 23, 1991, granted to the undersigned by
UMBERTO AGNELLI, (ix) that certain Power of Attorney dated
January 23, 1991, granted to the undersigned by GIOVANNI
NASI, (x) that certain Power of Attorney dated January 23,
1991, granted to the undersigned by GIANLUIGI GABETTI, and
(xi) that certain Power of Attorney dated January 23, 1991,
granted to the undersigned by CESARE ROMITI (collectively,
the "Powers of Attorney"), hereby substitutes in his stead
JOHN E. LANGE as attorney-in fact and agent under each Power
of Attorney, with all power and authority granted to the
undersigned and his substitutes under such Power of Attorney
and with full power of substitution.
/s/ Ernest Rubenstein
Ernest Rubenstein
January 14, 1994
