<PAGE>
As filed with the Securities and Exchange Commission on August 31, 1994
Registration No. 33-51677
Post-effective Amendment No. 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
Post-effective
Amendment No. 1 on Form S-3
to
REGISTRATION STATEMENT
on Form S-1
UNDER
THE SECURITIES ACT OF 1933
------------------------------
ICF KAISER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1437073
(State of Incorporation) (I.R.S. Employer
Identification No.)
9300 Lee Highway
Fairfax, Virginia 22031-1207
(703) 934-3600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
Paul Weeks, II, Esq.
Senior Vice President, General Counsel and Secretary
ICF Kaiser International, Inc.
9300 Lee Highway, Fairfax, Virginia 22031-1207
(703) 934-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
Copy to:
James J. Maiwurm, Esq.
Crowell & Moring
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
(202) 624-2500
Approximate date of commencement of proposed sale to the public. From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
================================================================================
<PAGE>
PROSPECTUS
600,000 Shares of Common Stock
ICF Kaiser International, Inc.
-------------
The 600,000 shares of common stock, par value $0.01 per share (the
"Common Stock"), of ICF Kaiser International, Inc. ("ICF Kaiser" or the
"Company") being offered hereby are issuable upon exercise of 600,000 warrants
(the "Warrants"), which were sold on January 11, 1994, as part of an offering
registered with the Securities and Exchange Commission on Registration
Statement No. 33-70986.
Each Warrant entitles the holder thereof to acquire one share of Common
Stock at a price equal to $5.00 per share, subject to adjustment under certain
circumstances. Prior to their expiration on December 31, 1998, the Warrants
are exercisable at any time on or after their January 11, 1994, date of
issuance. Upon exercise, the holders of Warrants are entitled to purchase, in
the aggregate, 600,000 shares of Common Stock.
On August 29, 1994, the last reported sales price on the New York Stock
Exchange Composite Tape for the Common Stock was $2.50.
-------------
SEE "RISK FACTORS" FOR CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT
IN THE COMMON STOCK.
-------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------
<TABLE>
<CAPTION>
Price to Proceeds to
Public Company (1)
<S> <C> <C>
Per Share (on exercise of Warrants).. $5.00 $5.00
Total................................ $3,000,000 $3,000,000
</TABLE>
(1) Before deducting expenses, payable by the Company, estimated at $100,000
-------------
The date of this Prospectus is August 31, 1994
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<PAGE>
================================================================================
AVAILABLE INFORMATION
================================================================================
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy and information
statements, and other information filed by the Company can be inspected and
copied (at prescribed rates) at the Commission's Public Reference Room, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: New York Regional Office, Seven World
Trade Center, New York, New York 10048; and Chicago Regional Office, 500 West
Madison Street, Chicago, Illinois 60661. The statements contained in this
Prospectus about the contents of any contract or other document filed as an
exhibit to the Registration Statement are not complete, each such statement
being qualified in all respects by such reference. Copies of each such
document may be obtained from the Commission at its principal office in
Washington, D.C. upon payment of the charges prescribed by the Commission.
The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended (the "Securities Act") with respect to
the Common Stock offered hereby (the "Registration Statement"). As permitted
by the rules and regulations of the Commission, this Prospectus does not
contain all the information set forth in the Registration Statement and in the
exhibits thereto and is qualified by reference to such exhibits for a complete
statement of their respective terms and conditions.
The Company's Common Stock is listed on the New York Stock Exchange, Inc.
and trades under the symbol "ICF." Reports, proxy and information statements,
and other information concerning the Company can be inspected at the New York
Stock Exchange, Inc., 20 Broad Street, New York, NY 10005.
----------------------
No dealer, salesman, or other person has been authorized to give any
information or to make any representation not contained in this prospectus
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or that the other information
contained herein is correct at any time subsequent to the date hereof.
================================================================================
Page 2
<PAGE>
================================================================================
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
================================================================================
The following documents have been filed by the Company with the
Commission pursuant to the Exchange Act (File No. 1-12248) and are
incorporated herein by reference and made a part hereof:
(1) the Company's Annual Report on Form 10-K for the year ended February
28, 1994 (including Amendment No. 1 thereto filed with the
Commission on June 10, 1994);
(2) the Company's Quarterly Report on Form 10-Q for the quarterly period
ended May 31, 1994;
(3) the description of capital stock found on pages 44 - 51 of the
Prospectus filed with the Commission on January 14, 1994 pursuant to
Rule 424(b) as part of the Company's Registration Statement on Form
S-1 (Registration No. 33-51677).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of filing of this
Prospectus and prior to the termination of the offering of the Common Stock
covered by this Prospectus are deemed to be incorporated by reference and
shall be a part hereof from their respective dates of filing.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy
of this Prospectus is delivered, upon written or oral request, a copy of any
and all of the information that has been incorporated by reference in this
Prospectus, but not including exhibits to such information unless such
exhibits are specifically incorporated by reference into the information that
this Prospectus incorporated. Requests for copies of such information should
be directed to Paul Weeks, II, Senior Vice President, General Counsel and
Secretary, ICF Kaiser International, Inc., 9300 Lee Highway, Fairfax, Virginia
22031, telephone number (703) 934-3010.
================================================================================
Page 3
<PAGE>
================================================================================
THE COMPANY
================================================================================
ICF Kaiser International, Inc., through ICF Kaiser Engineers, Inc. and
its other operating subsidiaries, is one of the nation's largest engineering,
construction, and consulting services companies, providing fully integrated
engineering, construction and consulting services to public- and private-
sector clients in the related markets of environment, infrastructure, and
industry. The entire group of ICF Kaiser International, Inc. companies is
referred to in this Prospectus as "ICF Kaiser" or the "Company."
ICF Kaiser's environmental services include work for clients in all major
industries, including many large domestic and multinational corporations, and
public-sector work, primarily for the U.S. Departments of Energy (DOE) and
Defense (DOD) and the U.S. Environmental Protection Agency (EPA). The Company
offers its clients over 20 years of experience in all aspects of environmental
regulation, compliance, and access to leading technologies, as well as skills
in the assessment, management, and remediation of existing hazardous and solid
wastes, and process redesign to minimize future waste.
The Company provides planning, feasibility studies, design, and
construction management services to the infrastructure market. The Company's
engineers and construction specialists provide a full range of services such
as master planning, alternative analysis, site development studies, conceptual
and preliminary engineering, detail design, specifications development,
quality assurance and quality control, construction management, construction,
and inspection.
ICF Kaiser's engineering design, project management, and construction
services to the industrial market involve work with the steel, aluminum,
alumina, copper, tin, and other metals industries. In the coke, coal, and coal
chemicals area, ICF Kaiser's services include inspection of coke plants for
environmental compliance, facility design and construction, and equipment
sales and services. The Company provides services related to coal cleaning,
handling, and environmental controls; ICF Kaiser provides blast furnace
design, repair, and construction to the steel industry.
The Company's headquarters is located at 9300 Lee Highway, Fairfax,
Virginia 22031-1207, and its telephone number is (703) 934-3600. Other
offices include Phoenix, Arizona; Livermore, Los Angeles, Oakland, Sacramento,
San Diego, San Rafael, and Universal City, California; Denver and Lakewood,
Colorado; Washington, DC; Jacksonville, Miami, Orlando, and Tampa, Florida;
Chicago, Illinois; Gary, Indiana; Baton Rouge and Ruston, Louisiana; Abingdon
and Baltimore, Maryland; Boston, Massachusetts; Las Vegas, Nevada; Edison, New
Jersey; New York, New York; Albuquerque and Los Alamos, New Mexico; Raleigh,
North Carolina; Cincinnati, Ohio; Pittsburgh, Pennsylvania; Houston, Texas;
Bellevue, Richland, and Seattle, Washington; Perth, Australia; Toronto,
Canada; London, England; Paris, France; Mexico City, Mexico; Lisbon, Portugal;
Moscow, Russia; and Taipei, Taiwan. As of August 1, 1994, ICF Kaiser employed
approximately 5,400 persons located in more than 80 offices worldwide.
================================================================================
Page 4
<PAGE>
================================================================================
SELECTED CONSOLIDATED FINANCIAL DATA
================================================================================
The selected consolidated financial data set forth below, excluding the
data for the three months ended May 31, 1994 and 1993, have been derived from
financial statements audited by Coopers & Lybrand L.L.P., independent
accountants, and should be read in conjunction with the Company's consolidated
financial statements and notes thereto and "Managements's Discussion and
Analysis of Financial Condition and Results of Operations" incorporated by
reference into this Prospectus. Certain items in fiscal years 1993 and 1992
and the three months ended May 31, 1993, have been reclassified to conform to
the fiscal year 1994 presentation. Operating results for the three-month
period ended May 31, 1994, are not necessarily indicative of the results that
may be expected for the year ending February 28, 1995.
<TABLE>
<CAPTION>
====================================================================================================================================
SELECTED CONSOLIDATED FINANCIAL DATA
(in thousands, except per share data)
Three months ended
--------------------------
May 31, Year ended February 28,
-------------------------- -----------------------
1994 1993 1994/(1)/ 1993 1992/(1)(3)/ 1991 1990
------------ ------------ ------------ ---------- --------------- ---------- ----------
Statement of Operations Data:
<S> <C> <C> <C> <C> <C> <C> <C>
Gross revenue........................ $210,491 $128,012 $651,657 $678,882 $710,873 $624,976 $503,904
Service revenue /(2)/................ 113,150 88,664 382,708 391,528 385,942 363,318 278,255
Operating income (loss).............. 4,219 67 (5,230) 22,744 (43,963) 33,287 22,563
Income (loss) before income taxes.... 575 (1,174) (12,877) 14,894 (54,310) 24,018 14,906
Net income (loss) before
extraordinary item.................. 218 (657) (12,528) 8,639 (40,516) 14,291 8,794
Net income (loss) /(3)/.............. 218 (657) (18,497) 8,639 (40,516) 14,291 8,794
Net income (loss) available
for common shareholders............. (321) (1,993) (25,322) 3,346 (42,932) 13,434 8,794
Primary Net Income
(Loss) Per Common Share:
Before extraordinary item and
redemption of redeemable
preferred stock.................. $(0.02) $(0.09) $(0.83) $0.16 $(2.25) $0.71 $0.57
Extraordinary loss on early
extinguishment of debt............ --- --- (0.29) --- --- --- ---
Redemption of redeemable preferred
stock............................. --- --- (0.09) --- --- --- ---
------ ------ ------ ----- ------ ----- -----
Total........................... $(0.02) $(0.09) $(1.21) $0.16 $(2.25) $0.71 $0.57
====== ====== ====== ===== ====== ===== =====
Fully Diluted Net Income
(Loss) Per Common Share:
Before extraordinary item and
redemption of redeemable preferred
stock............................ $(0.02) $(0.09) $(0.83) $0.16 $(2.25) $0.68 $0.57
Extraordinary loss on early
extinguishment of debt............ --- --- (0.29) --- --- --- ---
Redemption of redeemable preferred
stock............................. --- --- (0.09) --- --- --- ---
------ ------ ------ ----- ------ ----- -----
Total........................... $(0.02) $(0.09) $(1.21) $0.16 $(2.25) $0.68 $0.57
====== ====== ====== ===== ====== ===== =====
Weighted average common and common
equivalent shares outstanding,
assuming full dilution............ 20,943 21,023 20,886 21,272 19,085 20,308 15,527
Balance Sheet Data (end of period):
Total assets......................... $268,872 $285,767 $281,198 $293,076 $318,947 $357,457 $237,057
Working capital...................... 90,590 90,593 90,725 87,845 66,065 74,754 43,430
Long-term liabilities................ 130,275 83,291 130,752 75,602 85,675 109,820 53,019
Redeemable preferred stock........... 20,263 44,964 20,212 44,824 45,161 26,498 3,997
Shareholders' equity................. 30,707 53,822 30,780 58,521 51,151 88,839 58,503
</TABLE>
___________________
(1) In fiscal year 1994, the Company adopted Statement of Financial Accounting
Standards No. 106, Employers' Accounting for Postretirement Benefits Other
-------------------------------------------------------
than Pensions. In fiscal year 1992, the Company adopted Statement of
-------------
Financial Accounting Standards No. 109, Accounting for Income Taxes. Gross
---------------------------
revenue and service revenue for the fiscal year ended February 29, 1992,
exclude businesses discontinued by the Company in fiscal year 1992; the
financial data for fiscal years 1990 through 1991 includes results for the
entire Company.
(2) Service revenue is derived by deducting the costs of subcontracted services
and direct project costs from gross revenue and adding the Company's share
of the income of joint ventures and affiliated companies.
(3) Fiscal year 1992 reflects an after-tax charge of $52.4 million associated
with the disposal and restructuring of certain businesses.
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Page 5
<PAGE>
================================================================================
USE OF PROCEEDS
================================================================================
The net proceeds to be received by the Company from the sale of the
600,000 shares of Common Stock offered hereby upon exercise of all of the
Warrants will equal $2,900,000. The Company intends to use all of the net
proceeds for general corporate purposes.
================================================================================
RISK FACTORS
================================================================================
Prospective purchasers of the Common Stock should carefully consider the
following, as well as other information contained and incorporated in this
Prospectus.
SUBSTANTIAL LEVERAGE; ABILITY TO SERVICE AND INCUR DEBT; PREFERRED STOCK TERMS
At May 31, 1994, the Company had total indebtedness of $122.7 million,
representing 71% of total capitalization. This high degree of leverage may have
important consequences to the holders of the Common Stock. In particular, at
least in the near term: (i) a substantial portion of the Company's cash flow
from operations will be required for the payment of interest expense; (ii) the
level of the Company's indebtedness may make it difficult to obtain additional
financing in the future for working capital, acquisitions, capital expenditures,
repayment of debt, or other purposes; and (iii) the level of the Company's
leverage may make it more difficult for the Company's subsidiaries to obtain
performance and similar bonds related to certain activities. The Company is more
leveraged than many of its competitors, which may leave the Company less able to
take advantage of market opportunities or withstand weakness in its markets. The
ability of the Company to meet its debt service and other obligations will
depend largely on the future performance of the Company, which will be subject
in part to prevailing economic and competitive conditions, government spending
patterns, and to other factors beyond its control.
The Company has a bank credit facility (the "Credit Facility") under
which it may have funded debt and letters of credit that require the Company to
comply with certain financial and non-financial covenants and which limit
additional indebtedness and investments and acquisitions. The indenture (the
"Indenture") for the Company's 12% Senior Subordinated Notes due 2003 (the
"Notes") limits the Company's ability to incur additional indebtedness and make
restricted payments, including dividends on capital stock and certain payments
in connection with investments and acquisitions. These limitations in the
Indenture are based in part on the Company's consolidated net income (as defined
in the Indenture) during the period since August 31, 1993. The loss incurred by
the Company during the quarter ended February 28, 1994 has the effect of making
these covenants more restrictive.
In addition to the restrictive covenants under the Indenture and the
Credit Facility, the agreements governing the Company's Series 2D Senior
Preferred Stock ("Series 2D Preferred Stock"), provide that certain restrictive
covenants become operative while the Company is in arrears with respect to any
dividend on such preferred stock for a period in excess of 100 days or has
failed to make a mandatory redemption. Such covenants would prohibit the Company
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 term of the Indenture governing the
Notes without the consent of the holder of the Series 2D Preferred Stock. The
Indenture permits the quarterly dividends due on the Series 2D Preferred Stock
through November 30, 1995 to be made without regard to whether the covenants in
the Indenture concerning restricted payments would otherwise permit the payment
of such dividends. The Company is obligated to redeem all outstanding shares of
the Series 2D Preferred Stock on January 13, 1997.
================================================================================
Page 6
<PAGE>
As a consequence of all of the above, the Company can incur only limited
additional indebtedness, and there are significant restrictions on the Company's
ability to make acquisitions and invest in joint ventures. During the next
several years it likely will be necessary for the Company to issue additional
equity securities to fund any significant acquisitions and to invest in joint
ventures beyond the level permitted by the Indenture. Additional financing for
the Company generally will have to take the form of raising additional equity
capital, refinancing existing debt, other permitted indebtedness, or obtaining
significant proceeds from the sale of assets.
PLEDGE OF ASSETS
As collateral under the Company's Credit Facility, the Company and most
of its subsidiaries have granted a security interest in substantially all of
their current assets, including accounts receivable and certain other general
intangibles.
DEPENDENCE ON KEY CUSTOMERS AND FEDERAL GOVERNMENT CONTRACTS
A substantial portion of ICF Kaiser's revenues are derived from services
performed directly or indirectly under contracts with various agencies and
departments of the Federal government. During fiscal year 1994, approximately
65% of the Company's consolidated gross revenue was derived from contracts with
the U.S. Government. The U.S. Department of Energy ("DOE") accounted for
approximately 48% of consolidated gross revenue, and the U.S. Department of
Defense ("DOD"), the U.S. Environmental Protection Agency ("EPA") and other
Federal agencies collectively accounted for approximately 17% of the Company's
consolidated gross revenue, during fiscal year 1994.
Contracts made with the U.S. Government generally are subject to annual
approval of funding. Limitations imposed on spending by Federal government
agencies, which might result from efforts to reduce the Federal deficit or for
other reasons, may limit the continued funding of the Company's existing
contracts with the Federal government and may limit the ability of the Company
to obtain additional contracts. These limitations, if significant, could have a
material adverse effect on the Company.
The Company is subject to audit with respect to costs incurred and
charged to the Federal government. In one such audit, the government has
asserted that certain costs claimed as reimbursable under government contracts
were not allocated in accordance with government cost accounting standards.
Management believes that the potential effect of disallowed costs, if any, for
the periods currently under audit and for periods not yet audited has been
adequately provided for and will not have a material adverse effect on the
Company's financial condition.
All contracts made with the U.S. Government may be terminated by the U.S.
Government at any time, with or without cause. There can be no assurance that
existing or future contracts with the U.S. Government would not be terminated or
that the government will continue to use the Company's services at levels
comparable to current use.
DEPENDENCE ON ENVIRONMENTAL REGULATION
Much of the Company's business is generated either directly or indirectly
as a result of federal and state laws, regulations and programs related to
environmental issues. Accordingly, a reduction in the number or scope of these
laws and regulations, or changes in government policies regarding the funding,
implementation or enforcement of such laws, regulations and programs, could have
a material adverse effect on the Company's business. In addition, any
significant effort by the DOE to reduce the role of private contractors in
environmental projects could have a material adverse effect on the Company.
================================================================================
Page 7
<PAGE>
ENVIRONMENTAL CONTRACTOR RISKS
Although the Company believes that it generally benefits from increased
environmental regulations, and from enforcement of those regulations, increased
regulation and enforcement also create significant risks for the Company. The
assessment, analysis, remediation, handling, and management of hazardous
substances necessarily involve significant risks, including the possibility of
damages or personal injuries caused by the escape of hazardous materials into
the environment, and the possibility of fines, penalties or other regulatory
action. These risks include potentially large civil and criminal liabilities for
violations of environmental laws and regulations, and liabilities to customers
and to third parties for damages arising from performing services for clients.
Potential Liabilities Arising Out of Environmental Laws and Regulations
-----------------------------------------------------------------------
All facets of the Company's business are conducted in the context of a
rapidly developing and changing statutory and regulatory framework. The
Company's operations and services are affected by and subject to regulation by
a number of federal agencies including the EPA and the Occupational Safety and
Health Administration, as well as applicable state and local regulatory
agencies.
The Comprehensive Environmental Response, Compensation and Liability Act
of 1980 ("CERCLA") addresses cleanup of sites at which there has been a release
or threatened release of hazardous substances into the environment.
Increasingly, there are efforts to expand the reach of CERCLA to make
environmental contractors responsible for cleanup costs by claiming that
environmental contractors are owners or operators of hazardous waste facilities
or that they arranged for treatment, transportation or disposal of hazardous
substances. Several recent court decisions have accepted these claims. Should
the Company be held responsible under CERCLA for damages caused while performing
services or otherwise, it may be forced to bear such liability by itself,
notwithstanding the potential availability of contribution or indemnity from
other parties.
The Resource Conservation and Recovery Act of 1976, as amended in 1984
("RCRA"), is the principal federal statute governing hazardous waste
generation, treatment, transportation, storage and disposal. RCRA, or EPA-
approved state programs at least as stringent, govern waste handling
activities involving wastes classified as "hazardous." Substantial fees and
penalties may be imposed under RCRA and similar state statutes for any
violation of such statutes and the regulations thereunder.
Potential Liabilities Involving Clients and Third Parties
---------------------------------------------------------
In performing services for its clients, the Company potentially could be
liable for breach of contract, personal injury, property damage, and
negligence, including claims for lack of timely performance or for failure to
deliver the service promised (including improper or negligent performance or
design, failure to meet specifications, and breaches of express or implied
warranties). The damages available to a client, should it prevail in its
claims, are potentially large and could include consequential damages.
Environmental contractors, in connection with work performed for clients,
also potentially face liabilities to third parties from various claims including
claims for property damage or personal injury stemming from a release of
hazardous substances or otherwise. Claims for damage to third parties could
arise in a number of ways, including: through a sudden and accidental release or
discharge of contaminants or pollutants during the performance of services;
through the inability, despite reasonable care, of a remedial plan to contain or
correct an ongoing seepage or release of pollutants; through the inadvertent
exacerbation of an existing contamination problem; or through reliance on
reports prepared by the Company. Personal injury claims could arise
contemporaneously with performance of the work or long after completion of the
project as a result of alleged exposure to toxic or hazardous substances. In
addition, increasing numbers of claimants assert that companies performing
environmental remediation should be adjudged strictly liable, i.e. liable for
damages even though its services were performed using reasonable care, on the
grounds that such services involved "abnormally dangerous activities."
================================================================================
Page 8
<PAGE>
Clients frequently attempt to shift various of the liabilities arising
out of remediation of their own environmental problems to contractors through
contractual indemnities. Such provisions seek to require the Company to assume
liabilities for damage or personal injury to third parties and property and for
environmental fines and penalties. Moreover, during the past year, the EPA has
constricted significantly the circumstances under which it will indemnify its
contractors against liabilities incurred in connection with CERCLA projects.
There are other proposals both in Congress and at the regulatory agencies to
further restrict indemnification of contractors from third party claims.
Consistent with industry experience and trends, the Company has found it
difficult to obtain pollution insurance coverage, in amounts and on terms which
are economically reasonable, against possible liabilities that may be incurred
in connection with its conduct of its environmental business. An uninsured claim
arising out of the Company's environmental activities, if successful and of
sufficient magnitude, could have a material adverse effect on the Company.
COMPETITION
The market for the Company's services is highly competitive. The Company
and its subsidiaries compete with many other firms ranging from small firms to
large multinational firms having substantially greater financial, management,
and marketing resources than the Company. Other competitive factors include
quality of services, technical qualifications, reputation, geographic
presence, price, and the availability of key professional personnel.
FEDERAL GOVERNMENT CONFLICT OF INTEREST POLICIES AND POSSIBLE RESTRUCTURING OF
CONSULTING SUBSIDIARIES
Federal agencies that are the Company's regular customers (including the
DOD, DOE, and EPA) have formal policies against awarding contracts that would
present actual or potential conflicts of interest with other activities of the
contractor. The Company follows practices designed to comply with these
policies. However, in light of the broad range of environmental and related
services provided by various of the Company's subsidiaries to Federal and state
governmental units and private sector customers, the Company is considering
restructuring its subsidiaries that are engaged primarily in providing
consulting services to governmental units ("Government Consulting
Subsidiaries"). The goal of such a restructuring would be to provide further
assurance to the Federal agencies for which the Government Consulting
Subsidiaries perform services that such subsidiaries are insulated from the
interests of the Company's private sector clients. If implemented, the
restructuring would likely involve arrangements pursuant to which the Government
Consulting Subsidiaries, or a single Government Consulting Subsidiary, would
have a Board of Directors independent of the Company. Other steps would also be
taken to segregate the management, operations and compensation policies of the
Government Consulting Subsidiaries from those of the rest of the Company. Such a
restructuring would not affect the flow of earnings from the Government
Consulting Subsidiaries to the Company. It would, however, eliminate the
Company's ability to exercise control over the Government Consulting
Subsidiaries during the term of the arrangements described above.
FLUCTUATIONS IN QUARTERLY FINANCIAL RESULTS
The Company's quarterly financial results may be affected by a number of
factors, including the commencement and completion or termination of major
projects. Accordingly, results for any one quarter are not necessarily
indicative of results for any other quarter or for the year.
ATTRACTION AND RETENTION OF PROFESSIONAL PERSONNEL
The Company's ability to retain and expand its staff of qualified
professionals will be an important factor in determining the Company's future
success. The market for these professionals, especially environmental
professionals, is competitive. There can be no assurance that the Company will
continue to be successful in its efforts to attract and retain such
professionals.
================================================================================
Page 9
<PAGE>
CHANGE OF CONTROL PROVISIONS
In the event of a Change of Control (as defined in the Indenture), the
Company would be required, subject to certain conditions, to offer to purchase
all outstanding Notes at a price equal to 101% of the principal amount thereof,
plus accrued interest thereon. As of May 31, 1994, the Company would not have
sufficient funds available to purchase all the Notes were they to be tendered in
response to an offer made as a result of such a Change of Control. There can be
no assurance that, at the time of a Change of Control, the Company will have
sufficient cash to repay all amounts due under the Notes. If a Change of Control
should occur, the rights of the holders of the Notes to receive payment for
their Notes upon a Change of Control Offer would be subject to the prior payment
rights of holders of any Senior Indebtedness (as defined in the Indenture). The
terms of the Credit Facility prohibit the optional payment or prepayment or any
redemption of the Notes. If, following a Change of Control, the Company has
insufficient funds to purchase all the Notes tendered pursuant to such an offer,
or is prohibited from purchasing the Notes pursuant to the terms of any Senior
Indebtedness (as defined in the Indenture), an event of default in respect of
the Notes would occur. The Change of Control provisions of the Indenture may
have the effect of discouraging attempts by a person or group to take control of
the Company.
The Company's Amended and Restated Certificate of Incorporation, By-laws,
Shareholder Rights Plan and certain other agreements contain provisions that
could have the affect of delaying or preventing a change of control of the
Company or affect the Company's ability to engage in certain extraordinary
transactions. See "Description of Capital Stock" incorporated by reference
herein.
ABILITY TO REALIZE VALUE ON WARRANTS
There can be no assurance that the Common Stock will trade at a price
above the exercise price of the Warrants prior to the expiration of the
Warrants. As of August 1, 1994, the Company has 2,956,040 shares of Common Stock
that may be issued pursuant to outstanding warrants (other than the Warrants)
and 2,282,928 shares of Common Stock may be issued pursuant to outstanding stock
options. Future sales of such shares and sales of shares purchased by holders of
options or warrants could have an adverse effect on the market price of the
Common Stock.
================================================================================
LEGAL MATTERS
================================================================================
Matters relating to the legality of the 600,000 shares of Common Stock
being offered by this Prospectus have been passed upon for the Company by Paul
Weeks, II, Esquire, Senior Vice President, General Counsel, and Secretary of
the Company.
As of August 1, 1994, Mr. Weeks owned 34,626 shares of Common Stock, of
which 6,088 are held by the Company's Employee Stock Ownership Plan ("ESOP")
and allocated to his ESOP account and 863 are held in a directed investment
account under the Company's Retirement Plan. As of August 1, 1994, Mr. Weeks
had options to purchase 24,000 shares of Common Stock (20,334 of which are
exercisable during the 60-day period which began August 1, 1994).
================================================================================
EXPERTS
================================================================================
The Consolidated Financial Statements of ICF Kaiser International, Inc.
and subsidiaries, which have been incorporated herein by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended February 28,
1994, have been incorporated by reference herein in reliance on the reports of
Coopers & Lybrand L.L.P., independent accountants, given upon their authority
as experts in auditing and accounting.
================================================================================
Page 10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
------------------------------------------
The following exhibits are included as a part of this Registration
Statement:
Exhibit No. Description
----------- -----------
23(b) Consent of Coopers & Lybrand L.L.P.
Item 17. Undertakings
------------
The undersigned registrant hereby undertakes:
(a)(l) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or event arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that the undertakings set forth in paragraphs (l)(i) and
-------- -------
(l)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) that for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
================================================================================
II - 1
<PAGE>
(h) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
================================================================================
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Post-effective Amendment No. 1 on Form S-3 to Registration Statement on Form
S-1 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the County of Fairfax, the Commonwealth of Virginia, on this 30th day of
August, 1994.
ICF Kaiser International, Inc.
(Registrant)
Date: August 30, 1994 By /s/ James O. Edwards
-----------------------------
James O. Edwards
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment No. 1 on Form S-3 to Registration Statement on Form
S-1 has been signed below by the following persons in the capacities and on
the dates indicated.
(1) Principal executive officer
Date: August 30, 1994 By /s/ James O. Edwards
-----------------------------
James O. Edwards,
Chairman and Chief Executive Officer
(2) Principal financial and accounting officer
Date: August 30, 1994 By /s/ Ronald R. Spoehel
------------------------------
Ronald R. Spoehel,
Senior Vice President and
Chief Financial Officer (Acting)
================================================================================
II-3
<PAGE>
(3) Board of Directors
Date: August 30, 1994 By /s/ Gian Andrea Botta*
----------------------------
Gian Andrea Botta,
Director
Date: August 30, 1994 By
----------------------------
Thomas Bradley,
Director
Date: August 30, 1994 By /s/ Tony Coelho*
----------------------------
Tony Coelho,
Director
Date: August 30, 1994 By /s/ James O. Edwards
----------------------------
James O. Edwards,
Director
Date: August 30, 1994 By
----------------------------
Frederic V. Malek,
Director
Date: August 30, 1994 By /s/ Rebecca P. Mark*
----------------------------
Rebecca P. Mark,
Director
Date: August 30, 1994 By
----------------------------
Robert W. Page, Sr.
Director
Date: August 30, 1994 By /s/ Marc Tipermas
----------------------------
Marc Tipermas,
Director
* By /s/ Paul Weeks, II
---------------------------------
Paul Weeks, II, Attorney-in-fact
================================================================================
II - 4
<PAGE>
Exhibit 23(b)
Consent of Independent Accountants
----------------------------------
We consent to the incorporation by reference of our report, dated April 22,
1994, on the consolidated balance sheets of ICF Kaiser International, Inc. and
Subsidiaries (the Company) as of February 28, 1994 and 1993, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the three years in the period ended February 28, 1994, which report is
included in the Company's annual report on Form 10-K for the period ended
February 28, 1994, into the registration statement on Form S-3 (Post-effective
Amendment No. 1 to Registration No. 33-51677). We also consent to the reference
to our Firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Washington, D.C.
August 30, 1994
