<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
===============================================================================
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1995 Commission File No. 1-12248
ICF KAISER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1437073
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9300 Lee Highway, Fairfax, Virginia 22031-1207
----------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (703) 934-3600
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
On September 30, 1995, there were 21,232,505 shares of ICF Kaiser
International, Inc. Common Stock, par value $0.01 per share, outstanding.
===============================================================================
<PAGE>
ICF KAISER INTERNATIONAL, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I - Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets -
August 31, 1995 and February 28, 1995..................... 3
Consolidated Statements of Operations -
Six Months Ended August 31, 1995 and 1994................. 4
Consolidated Statements of Operations -
Three Months Ended August 31, 1995 and 1994............... 5
Consolidated Statements of Cash Flows -
Six Months Ended August 31, 1995 and 1994................. 6
Notes to Consolidated Financial Statements................ 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............. 8-11
Part II - Other Information
Item 1. Legal Proceedings......................................... 11
Item 2. Changes in Securities..................................... 11
Item 3. Defaults Upon Senior Securities........................... 11
Item 4. Submission of Matters to a Vote of Security Holders.......11-12
Item 5. Other Information......................................... 12
Item 6. Exhibits and Reports on Form 8-K.......................... 12
</TABLE>
2
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
August 31, February 28,
1995 1995
- --------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 29,264 $ 28,233
Contract receivables, net 174,286 139,860
Prepaid expenses and other current assets 11,129 10,872
Deferred income taxes 12,681 13,553
--------- ---------
Total Current Assets 227,360 192,518
--------- ---------
Fixed Assets
Furniture, equipment, and leasehold improvements 42,370 42,557
Less depreciation and amortization (31,849) (29,648)
--------- ---------
10,521 12,909
--------- ---------
Other Assets
Goodwill, net 48,794 47,945
Investments in and advances to affiliates 9,551 8,022
Due from officers and employees 1,019 1,826
Other 22,629 18,202
--------- ---------
81,993 75,995
--------- ---------
$ 319,874 $ 281,422
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 71,832 $ 46,811
Accrued salaries and employee benefits 52,765 30,549
Accrued interest 2,609 2,528
Current portion of long-term debt 152 578
Income taxes payable 340 644
Deferred revenue 8,888 11,013
Other 8,300 8,755
--------- ---------
Total Current Liabilities 144,886 100,878
--------- ---------
Long-term Liabilities
Long-term debt, less current portion 121,395 126,733
Other 5,547 6,397
--------- ---------
126,942 133,130
--------- ---------
Commitments and Contingencies
Minority Interests in Subsidiaries 1,153 173
Redeemable Preferred Stock 19,719 19,617
Common Stock, par value $.01 per share:
Authorized-90,000,000 shares
Issued and outstanding-21,232,505 and 21,011,369 shares 212 210
Additional Paid-in Capital 64,580 63,786
Notes Receivable Related to Common Stock (1,732) (1,732)
Retained Earnings (Deficit) (33,682) (33,343)
Cumulative Translation Adjustment (2,204) (1,297)
--------- ---------
$ 319,874 $ 281,422
========= =========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Six Months Ended August 31,
1995 1994
=============================
(Unaudited)
<S> <C> <C>
Gross Revenue $ 461,257 $ 419,452
Subcontract and direct material costs (239,827) (198,403)
Equity in income of joint ventures
and affiliated companies 1,713 2,020
---------- ----------
Service Revenue 223,143 223,069
Operating Expenses
Direct cost of services and overhead 186,345 189,432
Administrative and general 22,617 21,561
Depreciation and amortization 4,922 4,584
---------- ----------
Operating Income 9,259 7,492
Other Income (Expense)
Gain on sale of investment -- 551
Interest income 1,032 757
Interest expense (8,077) (7,864)
---------- ----------
Income Before Income Taxes and Minority Interests 2,214 936
Income tax provision 996 1,331
---------- ----------
Income (Loss) Before Minority Interests 1,218 (395)
Minority interests in net income of subsidiaries (480) --
---------- ----------
Net Income (Loss) 738 (395)
Preferred stock dividends and accretion 1,077 1,077
---------- ----------
Net Loss Attributable to Common Shareholders $ (339) $ (1,472)
========== ==========
Primary and Fully Diluted
Net Loss Per Common Share $ (0.02) $ (0.07)
========== ==========
Primary and Fully Diluted Weighted Average
Common and Common Equivalent
Shares Outstanding 21,445 20,941
========== ==========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended August 31,
1995 1994
=============================
(Unaudited)
<S> <C> <C>
Gross Revenue $ 268,274 $ 208,961
Subcontract and direct material costs (151,421) (100,111)
Equity in income of joint ventures
and affiliated companies 792 1,069
---------- ----------
Service Revenue 117,645 109,919
Operating Expenses
Direct cost of services and overhead 98,990 93,887
Administrative and general 10,619 10,434
Depreciation and amortization 2,539 2,325
---------- ----------
Operating Income 5,497 3,273
Other Income (Expense)
Gain on sale of investment -- 551
Interest income 471 452
Interest expense (4,050) (3,915)
---------- ----------
Income Before Income Taxes and Minority Interests 1,918 361
Income tax provision 863 974
---------- ----------
Income (Loss) Before Minority Interests 1,055 (613)
Minority interests in net income of subsidiaries (480) --
---------- ----------
Net Income (Loss) 575 (613)
Preferred stock dividends and accretion 538 538
---------- ----------
Net Income (Loss) Available for Common Shareholders $ 37 $ (1,151)
========== ==========
Primary and Fully Diluted
Net Income (Loss) Per Common Share $ 0.00 $ (0.05)
========== ==========
Primary and Fully Diluted
Weighted Average Common and
Common Equivalent Shares Outstanding 21,510 20,944
========== ==========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended August 31,
1995 1994
===========================
(Unaudited)
<S> <C> <C>
Operating Activities
Net income (loss) $ 738 $ (395)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 4,922 4,584
Provision for losses on contract receivables 939 459
Provision for deferred income taxes 996 1,331
Earnings less than (in excess of) cash distributions from joint
ventures and affiliated companies (640) 1,941
Minority interests in net income of subsidiaries 480 --
Changes in operating assets and liabilities related to
operating activities, net of acquisitions:
Contract receivables, net (35,128) (7,093)
Prepaid expenses and other current assets (1,375) 1,958
Other assets (4,288) (1,744)
Accounts payable and accrued expenses 46,651 (9,810)
Income taxes payable (304) 179
Deferred revenue (2,125) (810)
Other liabilities (1,084) (1,938)
--------- ---------
Net Cash Provided by (Used in) Operating Activities 9,782 (11,338)
Investing Activities
Investments in subsidiaries and affiliates, net of cash acquired (2,060) (100)
Sale of subsidiaries and subsidiary assets 735 2,600
Purchases of fixed assets, net (90) (1,436)
--------- ---------
Net Cash Provided by (Used in) Investing Activities (1,415) 1,064
--------- ---------
Financing Activities
Principal payments on credit facility (10,000) --
Principal payments on other borrowings (1,040) (664)
Proceeds from borrowings on credit facility 5,000 --
Proceeds from other borrowings 55 --
Subsidiary capital contribution from minority interest 500 --
Proceeds from issuances of common stock 286 195
Repurchases of common stock (255) (180)
Preferred stock dividends (975) (975)
--------- ---------
Net Cash Used in Financing Activities (6,429) (1,624)
--------- ---------
Effect of Exchange Rate Changes on Cash (907) 307
--------- ---------
Increase (decrease) in Cash and Cash Equivalents 1,031 (11,591)
Cash and Cash Equivalents at Beginning of Period 28,233 25,509
--------- ---------
Cash and Cash Equivalents at End of Period $ 29,264 $ 13,918
========= =========
Supplemental Information:
Cash payments for interest $ 7,733 $ 7,276
Cash payments (refunds) for income taxes $ 307 $ (372)
Non-Cash Transaction:
Sale of investment $ -- $ 735
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying consolidated financial statements of ICF Kaiser International,
Inc. (ICF Kaiser or the Company) and subsidiaries (including Kaiser-Hill
Company, LLC, effective July 1, 1995), except for the February 28, 1995 balance
sheet, are unaudited and have been prepared in accordance with generally
accepted accounting principles for interim financial information. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. These statements should be read in conjunction
with the Company's audited consolidated financial statements and footnotes
thereto for the year ended February 28, 1995 and the information included in the
Company's Annual Report to the Securities and Exchange Commission on Form 10-K
for the fiscal year ended February 28, 1995. Certain reclassifications have
been made to the prior period financial statements to conform to the
presentation used in the August 31, 1995 financial statements.
NOTE B - MINORITY INTERESTS
Some of ICF Kaiser's subsidiaries are partially owned by outside parties. For
financial reporting purposes, the assets, liabilities, results of operations and
cash flows of these subsidiaries are included in ICF Kaiser's consolidated
financial statements and the outside parties' interests are reflected as
minority interests.
NOTE C - NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share is computed using net income (loss) available
for common shareholders, as adjusted under the modified treasury stock method,
and the weighted average number of common stock and common stock equivalents
outstanding during the periods presented. Common stock equivalents include
stock options and warrants and additional shares which will be or may be issued
in connection with acquisitions. The adjustments required by the modified
treasury stock method and for acquisition-related contingencies were anti-
dilutive for all loss periods presented and immaterial to the income period
presented. Therefore the adjustments were excluded from earnings per share
computations.
NOTE D - CONTINGENCIES
Normally in the Company's business, various claims or charges are asserted and
litigation commenced against the Company arising from or related to properties,
injuries to persons, and breaches of contract, as well as claims related to
acquisitions and dispositions. Claimed amounts may not bear any reasonable
relationship to the merits of the claim or to a final court award. In the
opinion of management, an adequate reserve has been provided for final
judgments, if any, in excess of insurance coverage, that might be rendered
against the Company in such litigation.
The Company may from time to time, either individually or in conjunction with
other government contractors operating in similar types of businesses, be
involved in U.S. government investigations for alleged violations of procurement
or other federal laws and regulations. The Company currently is the subject of
a number of U.S. government investigations and is cooperating with the
responsible government agencies involved. No charges presently are known to
have been filed against the Company by these agencies. Management does not
believe that there will be any material adverse effect on the Company's
financial position, operations, or cash flows as a result of these
investigations.
7
<PAGE>
The Company has a substantial number of cost-reimbursement contracts with the
U.S. government, the costs of which are subject to audit by the U.S. government.
As a result of such audits, the government asserts, from time to time, that
certain costs claimed as reimbursable under government contracts either were not
allowable or not allocated in accordance with federal procurement regulations.
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
provided for adequately and will not have a material adverse effect on the
Company's financial position, operations, or cash flows.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
ICF Kaiser is one of the nation's largest engineering, construction, and
consulting services companies, with experience in providing full-service
environmental cleanup, remediation, and project management services. The
Company provides services to domestic and foreign clients in both the private
and public sectors.
Results for Six Months
ICF Kaiser's operating income of $9.3 million for the six months ended August
31, 1995 was a $1.8 million increase from the $7.5 million of operating income
reported for the six months ended August 31, 1994. The increase in operating
income primarily resulted from a $5.4 million improvement in engineering and
construction operations. This improvement was partially due to income generated
from a major transit project to be constructed in the Philippines, which
includes operating revenues which had been previously deferred pending
commencement of the project. Costs related to the development of this project
had been expensed in prior periods. Operating income (before minority
interests) also increased by $1.8 million for the six months ended August 31,
1995 as a result of earnings under the Performance Based Integrating Management
Contract at the U.S. Department of Energy's (DOE) Rocky Flats Environmental
Technology Site in Colorado. This DOE contract was awarded in April 1995 to
Kaiser-Hill Company, LLC (Kaiser-Hill), a limited liability company owned
equally by ICF Kaiser and CH2M Hill Companies, Ltd. (CH2M Hill).
Operating income improvements were partially offset by a $3.9 million decrease
in income in 1995 as compared to 1994 from other environmental operations,
primarily resulting from a decline in private-sector environmental work, due to
continued regulatory uncertainty. The Company believes that the federal
environmental projects have also been delayed temporarily by federal government
budgetary uncertainties. Operating income was further negatively impacted by a
significant increase in marketing efforts in the six months ended August 31,
1995 compared to the six months ended August 31, 1994. Management believes that
ICF Kaiser's continuing investment in its business development activities should
result in increased contract awards in both the public and private sectors of
its business.
Results for Second Quarter
Operating income for the quarter ended August 31, 1995 increased $2.2 million to
$5.5 million, compared to $3.3 million of operating income reported for the
quarter ended August 31, 1994. The increase in operating income between the
three-month periods was primarily due to the factors discussed above.
Engineering and construction operating income increased by $2.4 million and
Kaiser-Hill produced $1.8 million of operating income for the quarter ended
August 31, 1995. These increases, together with a small increase in the fee
from the Company's continued work at DOE's Hanford, Washington site (Hanford),
were partially offset by lower operating income from consulting services,
primarily due to an increased level of business development activity in the
consulting group in 1995.
8
<PAGE>
Business Conditions
The Company's contract backlog increased significantly to $4.5 billion at August
31, 1995 compared to $1.4 billion at February 28, 1995. The increase in backlog
benefited from the April 1995 award of the five-year Kaiser-Hill contract which
increased contract backlog by $3.0 billion. In August 1995, ICF Kaiser signed a
contract estimated at $330 million to perform environmental restoration work at
federal installations for the U.S. Army Corps of Engineers (USACE), Baltimore
District. This Total Environmental Restoration Contract (TERC) is for four years
with two, three-year options. The contract is a cost reimbursement delivery
order contract, and the fee structure includes a combination of cost plus fixed
fee, award fee, and incentive fees. In August 1995, ICF Kaiser also signed a
five-year contract estimated at $50 million to provide environmental services to
USACE, Savannah District.
With the award of the Kaiser-Hill contract and the Company's continued work at
DOE's Hanford, ICF Kaiser is now actively participating in two of DOE's major
environmental cleanup efforts and at eight of DOE's other 18 major weapons
facilities. ICF Kaiser recently expanded its environmental cleanup contract
base with the U.S. Department of Defense (DOD) with the award of the USACE
Baltimore TERC and USACE Savannah contracts discussed above. The Company
expects that the experience and reputation it earns under these contracts will
continue to enhance its position as a major participant in the field of
environmental cleanup and large program management.
The Company also expects its increased level of business development activity in
the consulting group to result in expanded consulting services. Other major
current business initiatives include a significant effort to enhance the
Company's management information systems. ICF Kaiser believes these endeavors,
combined with other ongoing efforts described above, should positively impact
the Company's future performance.
Results of Operations
The following table summarizes key elements in the Consolidated Statements of
Operations for the six months ended August 31, 1995 and 1994.
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
August 31, 1995 August 31, 1994
-----------------------------------
(Dollars in millions)
<S> <C> <C>
Gross revenue $461.3 $419.5
Service revenue $223.1 $223.1
Service revenue as a
percentage of gross revenue 48.4% 53.2%
Operating expenses as a
percentage of service revenue:
Direct cost of services
and overhead 83.5% 84.9%
Administrative and general 10.1% 9.7%
Depreciation and amortization 2.2% 2.1%
Operating income 4.1% 3.4%
</TABLE>
Gross revenue represents services provided to customers with whom the Company
has a primary contractual relationship. Included in gross revenue are costs of
certain services subcontracted to third parties and other reimbursable direct
project costs, such as materials procured by the Company on behalf of its
customers.
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
equity in income of joint ventures and affiliated companies. ICF Kaiser
believes that it is appropriate to analyze operating margins and other ratios in
relation to service revenue because such revenue and ratios reflect the work
performed directly by the Company.
9
<PAGE>
Operating profits (fees) generated by the Hanford and Kaiser-Hill contracts are
based on performance and not revenue. A change in revenue between periods is
likely to be disproportionate to the change in the fees. Consequently, changes
in revenue may have an exaggerated impact on the Company's margins as measured
on a percentage basis. In addition, because Kaiser-Hill is a consolidated
subsidiary of ICF Kaiser, the operating income includes the portion of income
generated under the Kaiser-Hill contract attributable to CH2M Hill. CH2M Hill's
interest in Kaiser-Hill is reflected as a minority interest in ICF Kaiser's
financial statements (see Note B).
Revenue
Gross revenue for the six months ended August 31, 1995 increased $41.8 million,
or 10.0%, to $461.3 million. The increase in gross revenue was attributable to
the commencement of work under the Kaiser-Hill contract which generated $82.8
million in gross revenue during the current fiscal year ($79.3 million in the
quarter ended August 31, 1995). The increase was partially offset by a $48.3
million reduction in gross revenue under the Hanford contract due to federal
budget reductions which caused a decrease in services provided by the Company at
the Hanford site. This reduced level of Hanford activity is expected to
continue and may be reduced further in future periods; however, a reduction in
the Hanford budget is not expected to have a significant impact on operating
income due to the nature of the fee structure under the DOE contract.
Service revenue remained constant for the six month periods ended August 31,
1995 and 1994. A decrease in service revenue under the Hanford contract was
largely offset by service revenue generated under the Kaiser-Hill contract.
Service revenue as a percentage of gross revenue decreased to 48.4% for the six
months ended August 31, 1995 from 53.2% for the six months ended August 31,
1994. The decrease in service revenue as a percentage of gross revenue is a
result of the nature of the Kaiser-Hill contract. A significant portion of the
gross revenue derived from the Kaiser-Hill contract includes the costs of
services subcontracted to third parties.
Operating Expenses
Direct cost of services and overhead decreased $3.1 million between the six-
month periods ended August 31, 1995 and 1994. A $22.6 million reduction in
Hanford costs attributable to the federal budget reductions discussed above was
substantially offset by the $18.5 million increase in costs on the Kaiser-Hill
contract. The Company's direct cost of services and overhead as a percentage of
service revenue for the six months ended August 31, 1995 was comparable to the
same period in the prior year.
Administrative and general expense increased $1.1 million, or 4.9%, between the
six-month periods ended August 31, 1995 and 1994 and increased from 9.7% to
10.1% as a percentage of service revenue. The increase in these costs is
primarily attributable to the Company's increased commitment to its marketing
activities, including filling several key marketing positions within the Company
and the relatively high level of marketing expense associated with proposing and
bidding large scale DOD and DOE contracts.
Income Tax Expense
ICF Kaiser's income tax provision for the six months ended August 31, 1995 was
$1.0 million versus $1.3 million for the comparable period in the previous year.
The $0.3 million decrease occurred despite an increase in pretax income between
periods. The decrease is primarily due to a reduction in permanent differences
(such as the nondeductibility of goodwill) as a percentage of pretax income and
a reduction in controlled foreign corporation losses. The six months ended
August 31, 1994 also included a repatriation of overseas funds to the U.S.,
which could not be currently offset by foreign tax credits, resulting in
additional income taxes for the six months ended August 31, 1994.
10
<PAGE>
Liquidity and Capital Resources
During the first six months of the current fiscal year, cash and cash
equivalents increased $1.0 million to $29.3 million at August 31, 1995.
Operating activities generated $9.8 million in cash primarily due to the receipt
of $13.4 million from DOE for payment of accrued benefits acquired pursuant to
the Kaiser-Hill contract; this was offset by an increase in contract
receivables and an interest payment of $7.5 million on the Company's 12% Senior
Subordinated Notes. Other uses of cash included $5.0 million for net
repayments on the Company's credit facility; $2.1 million for acquisitions and
investments in joint ventures and affiliates; and $1.0 million in payments of
other outstanding debt.
Management believes that current projected levels of cash flows and the
availability of financing, including borrowings under the Company's credit
facility, will be adequate to fund operations throughout the next twelve months.
As of August 31, 1995, there were no outstanding borrowings under the credit
facility, except for letters of credit.
ICF Kaiser is currently considering alternative sources of financing to achieve
cost savings and provide greater flexibility in growing and managing the
Company's businesses.
Part II - Other Information
Item 1. Legal Proceedings
As previously reported in the Report on Form 10-K for the year ended
February 28, 1995.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
Because of limitations on the payment of dividends contained in the
agreement governing the Company's 12% Senior Subordinated Notes due 2003
(12% Notes), the Company did not pay the August 31, 1995 dividend on its
outstanding Series 2D Senior Preferred Stock. Subsequently, the Company
received the requisite consent from the holders of a majority of its 12%
Notes to permit it to pay the $487,500 dividend, which will be paid
subsequent to the filing of this report.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on Friday,
June 23, 1995, at the Company's headquarters, 9300 Lee Highway, Fairfax,
VA 22031. The only matters voted on were (a) the election of three
management-nominee directors, each to three-year terms expiring at the
1998 Annual Meeting of Shareholders, and (b) the approval of the
appointment of Coopers & Lybrand as the Registrant's independent public
accountants for the current fiscal year. The number of votes cast for,
against, or withheld, as well as the number of abstentions and broker
nonvotes for each of the above-described matters are set forth below:
11
<PAGE>
<TABLE>
<CAPTION>
Votes Cast Votes Withheld Against
For Individual Director Only
---------- ------------------------
<S> <C> <C>
Election of three management-nominee directors
James O. Edwards 18,231,304 168,313
Rebecca P. Mark 18,349,080 50,537
Richard K. Nason 18,271,720 127,897
Votes withheld from all three nominees: votes 468,656
Broker nonvotes: 0 votes
</TABLE>
<TABLE>
<CAPTION>
Votes Cast Votes Cast
For Against Abstentions
----------- ---------- -----------
<S> <C> <C> <C>
Approval of appointment of Coopers & Lybrand $18,521,360 139,615 $207,298
There were no Broker nonvotes.
</TABLE>
The term of office of each of the following directors continued after the
meeting: Gian Andrea Botta, Tony Coelho, Frederic V. Malek, Robert W. Page,
Sr., and Marc Tipermas.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits filed as part of this report are listed below:
-----------------------------------------------------------
No. 3(b) Amended and Restated By-laws of ICF Kaiser International, Inc.
(as amended and restated through June 23, 1995)
No. 27 Financial Data Schedule
(b) Report on Form 8-K
------------------
Report on Form 8-K (Date of Event: June 23, 1995) reporting a decision
to change the Company's fiscal year end from February 28 to December
31, effective December 31, 1995 (filed with the Commission on July 7,
1995).
12
<PAGE>
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report of Form 10-Q to be signed on its behalf
by the undersigned thereunto duly authorized.
ICF KAISER INTERNATIONAL, INC.
(Registrant)
Date: October 13, 1995 /s/ Richard K. Nason
-----------------------------
Richard K. Nason
Executive Vice President and
Chief Financial Officer
(Duly authorized officer and
principal financial officer)
13
<PAGE>
EXHIBIT 3(b)
Amended and Restated By-Laws of
ICF Kaiser International, Inc.
(as amended through June 23, 1995)
<PAGE>
AMENDED AND RESTATED BYLAWS OF
ICF KAISER INTERNATIONAL, INC.
As amended through June 23, 1995
ARTICLE I
Offices
Section 1.01 Registered Office in Delaware. The registered office shall be
-------------------------------------------
in Wilmington, Delaware.
Section 1.02 Other Offices. The Corporation may have such other offices
---------------------------
either within or without the State of Delaware as the Board of Directors may
from time to time determine.
ARTICLE II
Meetings of Stockholders
Section 2.01 Time and Place of Meeting. Annual meetings of the
---------------------------------------
stockholders for the purpose of electing directors and for the transaction of
such other business as may properly come before the meeting shall be held at
such place, within or without the State of Delaware, on such date and hour as
may be fixed by the Board of Directors, which date shall be within thirteen
months subsequent to the later of the date of incorporation or the last annual
meeting of stockholders. Meetings of stockholders for any other purpose may be
held at such time and place, within or without the State of Delaware, as shall
be fixed by the Board of Directors and stated in the notice of meeting. If no
other place is fixed by the Board of Directors, meetings of stockholders shall
be held at the principal executive office of the Corporation. Failure to hold
the annual meeting at the designated time shall not work a forfeiture or
dissolution of the Corporation.
Section 2.02 Notice of Meeting. Written notice of meetings of stockholders
-------------------------------
stating the place, time and date thereof, and in the case of special meetings,
the purpose or purposes thereof, shall be given at least ten and not more than
sixty days before the date of the meeting to each stockholder entitled to vote
thereat.
Section 2.03 Qualified Voters. The officer who has charge of the stock
------------------------------
ledger of the Corporation shall prepare, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order showing the address of each such
stockholder and the number of voting shares registered in the name of each such
stockholder. Such list shall be open to the examination of any holder of voting
shares for any purpose germane to the meeting during ordinary business hours for
a period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held. The list shall be
<PAGE>
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present and entitled to
vote.
Section 2.04 Special Meetings. Special meetings of the stockholders may be
------------------------------
called by the Board of Directors, by the Chief Executive Officer, by the
President or by a writing signed by stockholders owning at least fifty percent
(50%) in voting amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote at such meeting. Such call shall state the
purpose or purposes of the proposed meeting. The Secretary shall give notice of
such meeting to the stockholders entitled to vote thereat, in accordance with
such call.
Section 2.05 Business to be Conducted at Meetings. At any meeting of
--------------------------------------------------
stockholders (including any adjournment thereof) only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before a meeting of stockholders, business must be (a) specified in the
notice of meeting (or any supplement or amendment thereto) given by or at the
direction of the Board of Directors, (b) otherwise properly brought before the
meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a stockholder. In addition to any other
applicable requirements, for business to be properly brought before a meeting of
stockholders by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the meeting (as initially called, in the case of adjourned
meetings); provided, however, that in the event that less than 75 days' notice
--------
or prior public disclosure of the date of the meeting is given or made to the
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the fifteenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made, whichever first occurs. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the meeting (a)
a brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (b) the name and record
address of the stockholder proposing such business, (c) the class, series and
number of shares of the capital stock of the Corporation beneficially owned by
such stockholder, and (d) any material interest of such stockholder in such
business. Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at the meeting except in accordance with the procedures set
forth in this Section 2.05. The officer of the Corporation presiding at a
meeting of stockholders shall, if the facts warrant, determine that business was
not properly brought before the meeting in accordance with the provisions of
this Section 2.05, and, if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.
Section 2.06 Quorum. The holders of a majority in voting amount of the
--------------------
issued and outstanding shares of the Corporation entitled to vote thereat,
present in person or represented by valid proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business except as
otherwise provided by statute or by the Certificate of Incorporation. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by valid proxy, shall have power to adjourn the meeting from time to
time without notice other than announcement at the meeting (if the adjournment
is not for more than thirty days and a new record date for the determination of
- 2 -
<PAGE>
stockholders entitled to vote is not fixed), until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 2.07 Vote Required. When a quorum is present at any meeting, the
---------------------------
vote of the holders of a majority in voting amount of the shares voting, in
person or by proxy, on any question brought before such meeting shall decide the
question, unless the question is one upon which by express provision of the
statutes or of the Certificate of Incorporation a different vote is required, in
which case such express provision shall govern and control the decision of such
question.
Section 2.08 Proxies. Each stockholder shall at every meeting of the
---------------------
stockholders be entitled to vote in person or by proxy the number of votes
conferred by each share of the capital stock held by such stockholder, except as
otherwise provided by the Certificate of Incorporation. No proxy shall be voted
on after three years from its date, unless the proxy provides for a longer
period. No proxy or power of attorney to vote shall be used to vote at a meeting
of the stockholders unless it shall have been filed with the Secretary of the
meeting when required by the inspectors of election. All questions regarding the
qualification of voters, the validity of proxies and the acceptance or rejection
of votes shall be decided by two inspectors of election who shall be appointed
by the Board of Directors or, if not so appointed, then by the presiding officer
of the meeting.
Section 2.09 Presiding Officer. The Chief Executive Officer shall preside
-------------------------------
over all meetings of stockholders.
ARTICLE III
Directors
Section 3.01 Number. Subject to the rights of the holders of any class or
--------------------
series of stock having preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances, the number of
directors shall be determined by the affirmative vote of a majority of the whole
Board of Directors, but shall not be less than six nor more than sixteen.
Section 3.02 Nominations. Only persons who are nominated in accordance
-------------------------
with the following procedures shall be eligible for election as directors.
Nominations of persons for election as directors of the Corporation may be made
at a meeting of stockholders by or at the direction of the directors, by any
nominating committee or person appointed by the directors, or by any stockholder
of the Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 3.02. Such
nominations, other than those made by or at the direction of the directors,
shall be made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the meeting (as initially
called, in the case of adjourned meetings); provided, however, that in the event
--------
that less than 75 days, notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of
- 3 -
<PAGE>
business on the fifteenth day following the day on which such notice of the date
of the meeting was mailed or such public disclosure was made, whichever first
occurs. Such stockholder's notice shall set forth (a) as to each person who is
not an incumbent director whom the stockholder proposes to nominate for election
or reelection as a director (i) the name, age, business address and residence
address of such person; (ii) the principal occupation or employment of such
person; (iii) the class and number of shares of capital stock of the Corporation
which are beneficially owned by such person; and (iv) any other information
relating to such person that is required to be disclosed in solicitations for
proxies for election of directors pursuant to the Rules and Regulations of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended; and (b) as to the stockholder giving the notice (i) the name and record
address of such stockholder and (ii) the class and number of shares of capital
stock of the Corporation which are beneficially owned by such stockholder. Such
notice shall be accompanied by the written consent of each proposed nominee to
serve as a director of the Corporation if elected. The Corporation may require
any proposed nominee to furnish such other information as may reasonably be
required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth in this Section 3.02. The officer of the
Corporation presiding at a meeting of stockholders shall, if the facts warrant,
determine that a nomination was not made in accordance with the provisions of
this Section 3.02, and, if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
Section 3.03 Election, Term and Vacancies. Commencing at the 1992 annual
------------------------------------------
meeting of stockholders, the directors, other than those who may be elected by
the holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, shall be classified with respect to
the time for which they severally hold office into three classes, as nearly
equal in number as possible. At the annual meeting of stockholders held in 1992,
one class shall be originally elected for a term expiring at the annual meeting
of stockholders to be held in 1993, another class shall be originally elected
for a term expiring at the annual meeting of stockholders to be held in 1994,
and another class shall be originally elected for a term expiring at the annual
meeting of stockholders to be held in 1995, with the members of each class to
hold office until their successors are elected and qualified. At each succeeding
annual meeting of stockholders of the Corporation, the successors of the class
of directors whose term expires at that meeting shall be elected by plurality
vote of all votes cast at such meeting to hold office for a term expiring at the
annual meeting of stockholders held in the third year following the year of
their election, subject, however, to their prior death, resignation or removal
from office as provided by law.
If the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain a number of directors in each
class as nearly equal as possible. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of an incumbent
director.
Except as otherwise provided for or fixed by or pursuant to provisions
relating to the rights of the holders of any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, newly created directorships resulting
from any increase in the number of directors and any vacancies on the Board of
Directors resulting
- 4 -
<PAGE>
from death, resignation, disqualification, removal or other cause shall be
filled only by the affirmative vote of a majority of the remaining directors
then in office, even though less than a quorum of the Board of Directors. Any
director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred.
Section 3.04 Resignations. Any director may resign at any time upon
--------------------------
written notice to that effect delivered to the Secretary, to be effective upon
its acceptance or at the time specified in such writing.
Section 3.05 Management. The business of the Corporation shall be managed
------------------------
by its Board of Directors, which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by the
Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.
Section 3.06 Place of Meetings. The Board of Directors of the Corporation
-------------------------------
may hold meetings, both regular and special, either within or without the State
of Delaware. Meetings may be held by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
Section 3.07 Annual Meeting. The first meeting of each newly elected Board
----------------------------
of Directors shall be held immediately following the adjournment of the annual
meeting of stockholders and at the place thereof. No notice of such meeting
shall be necessary to the directors in order legally to constitute the meeting,
provided a quorum be present. In the event such meeting is not so held, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors.
Section 3.08 Notice for Regular Meetings. Regular meetings of the Board
-----------------------------------------
of Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board of Directors.
Section 3.09 Special Meetings. Special meetings of the Board of Directors
------------------------------
may be called by a majority of the Board of Directors or by the Chairman of the
Board and shall be held on notice by letter or telegram mailed or delivered for
transmission not later than on the second day immediately preceding the day of
such meeting, or by word of mouth or telephone received not later than during
the day immediately preceding the day of such meeting. Neither the business to
be transacted at, nor the purpose of, any special meeting of the Board of
Directors need be specified in the notice, or waiver of notice, of such meeting.
Section 3.10 Quorum; Vote Required. At meetings of the Board of Directors,
-----------------------------------
a majority of the full number of directors shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors
- 5 -
<PAGE>
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
Section 3.11 Chairman and Vice Chairman of the Board. At its first meeting
-----------------------------------------------------
after each annual meeting of stockholders, the Board of Directors shall elect
from among its members a Chairman. The Board of Directors also may choose one or
more Vice Chairmen from among its members. The Chairman shall preside at all
meetings of the Board of Directors, and shall perform such duties as the Board
may prescribe. The Chairman may participate and act in any meeting of the Board
of Directors as a director. The Vice Chairman or Vice Chairmen, if any, shall
act under the direction of the Chairman and in the absence or disability of the
Chairman shall perform only the duties and exercise the powers of the Chairman
under this Section 3.11 of these Bylaws. The Chairman and the Vice Chairman or
Vice Chairmen, if any, (i) shall hold their respective offices at the pleasure
of the Board of Directors, and (ii) may be removed with or without cause at any
time by the Board of Directors. Any vacancy occurring in the office of the
Chairman or Vice Chairman by death, resignation, removal or otherwise shall be
filled by the Board of Directors.
Section 3.12 Executive Committee. The Board of Directors may, by
---------------------------------
resolution adopted by a majority of the whole Board, designate one or more of
its members to constitute an Executive Committee. The Executive Committee shall
have and may exercise all of the authority of the Board of Directors in the
management of the business and affairs of the Corporation within the limits
permitted by law, including without limitation, the power and authority of the
Board of Directors: (i) to authorize the seal of the Corporation to be affixed
to all papers; (ii) to declare a dividend; (iii) to authorize the issuance of
stock; (iv) to adopt a certificate of ownership and merger pursuant to Section
253 of Title 8, Delaware Code; and (v) to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors, to fix any of the preference rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the Corporation or the conversion into, or the exchange of shares for, shares of
any other class or classes or any other series of the same of any other class or
classes of stock of the Corporation.
Section 3.13 Audit Committee. The Board of Directors, by resolution
-----------------------------
adopted by a majority of the whole Board, may designate not less than two (2) of
the directors then in office to constitute an Audit Committee. At least a
majority of such directors must be independent of management and free from any
relationship that, in the opinion of the Board, would interfere with such
directors' exercise of independent judgment as a committee member. The
Committee, if established, shall (i) consider and make recommendations to the
Board with respect to the employment of a firm of Independent Public
Accountants, (ii) confer with the Corporation's Independent Public Accountants
to determine the scope of the audit that such accountants will perform, (iii)
receive reports from the Independent Public Accountants and transmit such
reports to the Board, and after the close of the fiscal year, transmit to the
Board the financial statements certified by such accountants, (iv) inquire into,
examine and make comments on the accounting procedures of the Corporation and
the reports of the Independent Public Accountants, and (v) consider and make
recommendations to the Board upon matters presented to it by the officers of the
Corporation pertaining to the audit practices and procedures adhered to by the
Corporation. The Board may designate one member of the Committee to act as its
chairman.
- 6 -
<PAGE>
Section 3.14 Other Committees. In addition to the Executive Committee and
------------------------------
the Audit Committee, the Board of Directors may, by resolution adopted by a
majority of the whole Board, designate one or more other committees of the Board
of Directors, each committee to consist of one or more of the directors of the
Corporation, which, to the extent provided in the resolution, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation. Such committee or committees shall have such
name or names as may be determined from time to time by the Board of Directors.
A majority of the members of the committee shall constitute a quorum. The member
or members of any such committee (other than an "Audit Committee," or "Executive
Committee," if any) present at any meeting and not disqualified from voting may,
whether or not they constitute a quorum, unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. At meetings of such committees, the act of a majority of
the members or alternate members at any meeting at which there is a quorum shall
be the act of the committee.
Section 3.15 Committee Minutes. The committees shall keep regular minutes
-------------------------------
of their proceedings and report the same to the Board of Directors.
Section 3.16 Ex-officio Committee Members. The Board of Directors may
------------------------------------------
designate persons who may not be directors of the Corporation to serve as
ex-officio members of the Board of Directors, the Executive Committee or other
committees. Ex-officio members, if any, may be invited to attend and participate
in committee meetings and shall be deemed members for all purposes other than
receiving notice, determining a quorum, voting, or consenting to action in lieu
of meeting.
Section 3.17 Consent. Any action required or permitted to be taken at any
---------------------
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board of Directors or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.
Section 3.18 Compensation. Directors may be allowed reimbursement and
--------------------------
compensation for their service as directors and for attending Board of Directors
meetings. Members of committees may be allowed like reimbursement and
compensation for their services and for attending committee meetings. No such
payments shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
ARTICLE IV
Notices
Section 4.01 Notice. Notices to directors and stockholders mailed to them
--------------------
at their addresses appearing on the books of the Corporation shall be deemed to
be given at the time when deposited in the United States mail, postage prepaid.
An affidavit of the Secretary of an Assistant Secretary or of the transfer agent
of the Corporation that the notice has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated therein.
- 7 -
<PAGE>
Section 4.02 Waiver. Whenever any notice is required to be given under the
--------------------
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Neither the business nor the purposes of any meeting need be
specified in such waiver. Attendance at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
ARTICLE V
Officers
Section 5.01 Election. The officers of the Corporation shall be chosen by
----------------------
the Board of Directors at its first meeting after each annual meeting of
stockholders and shall be a Chief Executive Officer who also shall be a director
of the Corporation, a President who also shall be a director of the Corporation,
a Secretary and a Chief Financial Officer. The Board of Directors may also
choose one or more Vice Presidents, Assistant Secretaries and a Treasurer or
Assistant Financial Officers. Two or more offices may be held by the same
person.
Section 5.02 Other Officers and Delegates. The Board of Directors may
------------------------------------------
appoint such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
Unless otherwise provided by resolution of the Board of Directors, any officer
of the Corporation may delegate his authority to other appropriate officers,
employees or agents of the Corporation.
Section 5.03 Salaries. The salaries of all officers of the Corporation
----------------------
shall be fixed by or under the direction of the Board of Directors.
Section 5.04 Vacancies. The officers of the Corporation shall hold office
-----------------------
at the pleasure of the Board of Directors. Any officer may be removed with or
without cause at any time by the Board of Directors. Any vacancy occurring in
any office of the Corporation by death, resignation, removal or otherwise shall
be filled by the Board of Directors.
Section 5.05 Chief Executive Officer. The Chief Executive Officer shall
-------------------------------------
have general and active management of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. He shall execute on behalf of the Corporation, and may affix or cause
the seal to be affixed to, all instruments requiring such execution except to
the extent the signing and execution thereof shall be expressly delegated on an
exclusive basis by the Board of Directors to some other officer or agent of the
Corporation. He shall perform such additional duties and have such additional
powers as the Board of Directors may from time to prescribe.
Section 5.06 President. The President shall serve as the Chief Operating
-----------------------
Officer of the Corporation and shall act under the direction of the Chief
Executive Officer. He shall execute on
- 8 -
<PAGE>
behalf of the Corporation, and may affix or cause the seal to be affixed to, all
instruments requiring such execution except to the extent the signing and
execution thereof shall be expressly delegated on an exclusive basis by the
Board of Directors to some other officer or agent of the Corporation. He shall
perform such additional duties and have such additional powers as the Board of
Directors or the Chief Executive Officer may from time to time prescribe.
Section 5.07 Senior and Executive Vice Presidents; Vice Presidents. The
-------------------------------------------------------------------
Board of Directors may designate one or more Senior or Executive Vice Presidents
or may otherwise specify the order of seniority of the Vice Presidents. The Vice
Presidents shall act under the direction of the President and in the absences or
disability of the President shall, in their order of seniority, perform the
duties and exercise the powers of the President. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe. The duties and powers of the President shall
descend to the Vice Presidents in the specified order of seniority.
Section 5.08 Secretary. The Secretary shall act under the direction of the
-----------------------
Chief Executive Officer. Subject to the direction of the Chief Executive
Officer, he shall attend all meetings of the Board of Directors and all meetings
of the stockholders and record the proceedings. He shall perform like duties for
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the President of the
Corporation or the Board of Directors. He shall keep in safe custody the seal of
the Corporation and may cause it to be affixed to any instrument requiring it.
Section 5.09 Assistant Secretaries. The Assistant Secretaries shall act
-----------------------------------
under the direction of the Secretary. In the order of their seniority, unless
otherwise determined by the President or the Board of Directors, they shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
Section 5.10 Chief Financial Officer. The Chief Financial Officer shall
-------------------------------------
act under the direction of the President. Subject to the direction of the
President he shall have custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors or by the proper officers of the
Corporation. He shall disburse the funds of the Corporation as may be ordered by
the proper officers of the Corporation or the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and the Board
of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Chief Financial Officer and of
the financial condition of the Corporation. He may affix or cause to be affixed
the seal of the Corporation to documents so requiring.
Section 5.11 Treasurer or Assistant Financial Officers. The Treasurer or
-------------------------------------------------------
Assistant Financial Officers in the order of their seniority, unless otherwise
determined by the President or the Board of Directors, shall, in the absence or
disability of the Chief Financial Officer, perform the duties and exercise the
powers of the Chief Financial Officer. They shall perform such other duties and
have such other powers as the President or the Board of Directors may from time
to time prescribe.
- 9 -
<PAGE>
ARTICLE VI
Certificates of Stock
Section 6.01 Certificate. Every holder of stock in the Corporation shall
-------------------------
be entitled to have a certificate signed by two different individuals: (i) one
of the Chief Executive Officer or the President and (ii) one of the Secretary or
an Assistant Secretary of the Corporation, certifying the number of shares owned
by him in the Corporation.
Section 6.02 Facsimile Signature. Any or all the signatures on the
---------------------------------
certificate may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall cease to be such
officer before such certificate is issued, such certificate may be issued with
the same effect as though the person had not ceased to be such officer. The seal
of the Corporation or a facsimile thereof may, but need not, be affixed to
certificates of stock.
Section 6.03 Lost Certificates. The Board of Directors may direct a
-------------------------------
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation that was alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
Section 6.04 Transfer. Upon surrender to the Corporation or the transfer
----------------------
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 6.05 Record Date. The Board of Directors may fix in advance a
-------------------------
date, not more than sixty days nor less than ten days preceding the date of any
meeting of stockholders, or not more than sixty days before the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining a consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date to fix shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
- 10 -
<PAGE>
Section 6.06 Recognition of Ownership. Except as otherwise provided by
--------------------------------------
the laws of Delaware, the Corporation shall be entitled to recognize the person
registered on its books as the owner of shares to be the exclusive owner for all
purposes including voting and dividends, and the Corporation shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof.
ARTICLE VII
Miscellaneous
Section 7.01 Reserves. There may be set aside out of any funds of the
----------------------
Corporation available for dividends such sum or sums as the Board of Directors
may from time to time, in its absolute discretion, specify, as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for the purchase of additional
property, or for such other purpose as the directors shall specify as conducive
to the interest of the Corporation. The Board of Directors may modify or abolish
any such reserve.
Section 7.02 Checks, Demands and Notes. All checks or demands for money
---------------------------------------
and notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate. Unless otherwise specified by the Board of Directors, such authority
may be delegated.
Section 7.03 Fiscal Year. The fiscal year of the Corporation shall be
-------------------------
as fixed by the Board of Directors, and unless otherwise specified shall begin
on the 1st day of January and end on the 31st day of December of each year.
Section 7.04 Seal. The corporate seal shall have inscribed thereon the
------------------
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
- 11 -
<PAGE>
ARTICLE VIII
Indemnification
Section 8.01 Indemnification of Directors and Officers for Actions,
-------------------------------------------------------------------
Suits, or Proceedings Other than by or in the Right of the Corporation. To the
- ----------------------------------------------------------------------
full extent permitted by law, the Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than any action by or in the right of the Corporation), by
reason of the fact that he is or was or has agreed to become a director or
officer of the Corporation or of any company in which the Corporation owns, in
the aggregate, eighty percent (80%) or more of the voting stock, whether such
voting stock is held directly by the Corporation or through one or more
companies in which the Corporation holds eighty percent (80%) or more of the
voting stock, or is or was serving or has agreed to serve at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise (including employee benefit plans), or by
reason of any action alleged to have been taken or omitted in such capacity,
against costs, charges, expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with any threatened, pending or completed action, suit or
proceeding and any appeal therefrom, including but not limited to liability and
expenses incurred on account of profits realized by him in the purchase or sale
of securities of the Corporation, if and only if he acted in good faith and in a
--------------
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; the termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
---------------
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 8.02 Indemnification of Directors and Officers for Actions or
----------------------------------------------------------------------
Suits by or in the Right of the Corporation. To the full extent permitted
- -------------------------------------------
by law, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was or has agreed to become a director or
officer of the Corporation or of any company in which the Corporation holds, in
the aggregate, eighty percent (80%) or more of the voting stock, whether such
voting stock is held directly by the Corporation or through one or more
companies in which the Corporation holds eighty percent (80%) or more of the
voting stock, or is or was serving or has agreed to serve at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise (including employee benefit plans), or by
reason of any action alleged to have been taken or omitted in such capacity,
against costs, charges and expenses (including attorneys' fees) actually and
reasonably incurred by him or on his behalf in connection with the defense or
settlement of any threatened, pending or completed action or suit and any appeal
therefrom, or the defense or settlement of any claim, issue or matter, if and
------
only if he acted in good faith and in a manner he reasonably believed to be in
- -------
or not opposed to the best interests of the Corporation except that no
indemnification shall be made in respect of any claim, issue or matter as to
- 12 -
<PAGE>
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of such liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such costs, charges and expenses which the Court of Chancery or
such other court shall deem proper.
Section 8.03 Indemnification of Others for Actions, Suits, or Proceedings
--------------------------------------------------------------------------
Other than by or in the Right of the Corporation. To the full extent permitted
- ------------------------------------------------
by law, the Corporation, in the sole discretion of the Board of Directors of the
Corporation, may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation), by reason of the fact that he
is or was or has agreed to become an employee, agent or contractor of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as an employee or agent of another corporation, or of any company in
which the Corporation holds, in the aggregate, forty percent (40%) or more of
the voting stock, whether such stock is held directly by the Corporation or
through one or more companies in which the Corporation holds forty percent (40%)
or more of the voting stock, partnership, joint venture, trust or other
enterprise (including employee benefit plans), or by reason of any action
alleged to have been taken or omitted in such capacity, against costs, charges,
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with any threatened, pending or completed action, suit or proceeding
and any appeal therefrom, including but not limited to liability and expenses
incurred on account of profits realized by him in the purchase or sale of
securities of the Corporation, if and only if he acted in good faith and in a
--------------
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; the termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
---------------
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 8.04 Indemnification of Others for Actions or Suits by or in the
-------------------------------------------------------------------------
Right of the Corporation. To the full extent permitted by law, the Corporation,
- ------------------------
in the sole discretion of the Board of Directors of the Corporation, may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was or has agreed to become an employee, agent or contractor of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as an employee or agent of another corporation or of any company in
which the Corporation holds, in the aggregate, forty percent (40%) or more of
the voting stock, whether such stock is held directly by the Corporation or
through one or more companies in which the Corporation holds forty percent (40%)
or more of the voting stock, partnership, joint venture, trust or other
enterprise (including employee benefit plans), or by reason of any action
alleged to have been taken or omitted in such capacity, against costs, charges
and expenses (including attorneys' fees) actually and reasonably incurred by him
or on his behalf in connection with the defense or settlement of any threatened,
pending or completed action or suit and any appeal therefrom, or the
- 13 -
<PAGE>
defense or settlement of any claim, issue or matter, if and only if he acted in
--------------
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which the Court of Chancery or such other court shall deem proper.
Section 8.05 Indemnification for Costs, Charges and Expenses of
-----------------------------------------------------------------
Successful Party. Notwithstanding the other provisions of these Bylaws, to the
- ----------------
extent that a director or officer of the Corporation or other person indemnified
under Sections 8.1 through 8.4, herein, has been successful on the merits or
otherwise, including, without limitation, the dismissal of an action without
prejudice, in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, he shall be indemnified against
all costs, charges and expenses (including attorneys' fees) actually and
reasonably incurred by him or on his behalf in connection therewith.
Section 8.06 Determination of Right to Indemnification. Unless otherwise
-------------------------------------------------------
ordered by a court, any indemnification under Sections 8.1 and 8.2, herein, and,
if applicable, under Sections 8.3 and 8.4, herein, shall be paid by the
Corporation unless a determination is made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders, that
indemnification of an individual entitled to indemnification under Sections 8.1
through 8.4, herein, is not proper in the circumstances because he has not met
the applicable standard of conduct set forth in Sections 8.1 through 8.4,
herein.
Section 8.07 Advance Payment of Costs, Charges and Expenses. To the full
------------------------------------------------------------
extent permitted by law, the Corporation shall, upon request, pay costs, charges
and expenses (including attorneys' fees) incurred by a person entitled to
indemnification pursuant to Sections 8.1 through 8.4, herein, in defending a
civil or criminal action, suit or proceeding in advance of the final disposition
of such action, suit or proceeding; provided, however, that the payment of such
-----------------
costs, charges and expenses incurred by a director or officer in his capacity as
a director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer) in advance of the final
disposition of such action, suit or proceeding shall be made only upon receipt
of an undertaking by or on behalf of the director or officer to repay all
amounts so advanced in the event that it shall ultimately be determined that
such director or officer is not entitled to be indemnified by the Corporation as
authorized in these Bylaws; such costs, charges and expenses incurred by other
employees, agents and contractors may be so paid upon such terms and conditions,
if any, as the Board of Directors deems appropriate.
Section 8.08 Procedure for Indemnification. Any indemnification or
-------------------------------------------
advance of costs, charges and expenses provided for in Sections 8.01 through
8.07, herein, shall be made promptly, and in any event within sixty days, upon
the written request of the person entitled to indemnification; the right to
indemnification or advances as granted by these Bylaws shall be enforceable by a
director or
- 14 -
<PAGE>
officer or other person indemnified hereunder in any court of competent
jurisdiction. If the Corporation denies such request, in whole or in part, or if
no disposition thereof is made within sixty days, such persons' costs, charges
and expenses incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation; it shall be a defense to any such action (other
than an action brought to enforce a claim for the advance of costs, charges and
expenses pursuant to Section 8.07, herein, where the required undertaking, if
any, has been received by the Corporation) that the claimant has not met the
standard of conduct set forth in Sections 8.01 through 8.04, herein. Neither the
failure of the Corporation (including its Board of Directors, its independent
legal counsel, and its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Section 8.01 through 8.04, herein, nor the fact that there has been an
actual determination by the Corporation (including its Board of Directors, its
independent legal counsel, and its shareholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.
Section 8.09 Authorization of Corporation Officers. The proper officers
---------------------------------------------------
of the Corporation are, and each of them acting without the other is, authorized
to take any action, for and in the name of the Corporation, which he deems
necessary or appropriate (as conclusively presumed from the taking of such
action) to carry out and effect the foregoing Sections 8.01 through 8.08.
Section 8.10 Other Rights; Continuation of Right to Indemnification. The
--------------------------------------------------------------------
indemnification and advancement of expenses provided by these Bylaws shall not
be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any law
(present or future, common or statutory), bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding office or while
employed by or acting as agent for the Corporation, and shall continue as to a
person who has ceased to serve in the capacity making him eligible for
indemnification, and shall inure to the benefit of the estate, heirs, executors
and administrators of such person; all rights to indemnification under these
Bylaws shall be deemed to be a contract between the Corporation and each
director or each officer of the Corporation and, as applicable, any other person
indemnified hereunder who serves or served in such capacity at any time while
these Bylaws as well as the relevant provisions of the Delaware General
Corporation Law or any other applicable laws are or were in effect; any repeal
or modification thereof shall not in any way diminish any rights to
indemnification of such director, officer or other person or the obligations of
the Corporation arising hereunder.
Section 8.11 Savings Clause. If Sections 8.01 through 8.10 of these
----------------------------
Bylaws or any portion thereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless indemnify each
director and each officer, and may indemnify any other person entitled to
indemnification, as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation, to the full extent
permitted by any applicable portion of these Bylaws that shall not have been
invalidated and to the full extent permitted by applicable law. To the full
extent permitted by law, the Corporation may enter into and perform agreements
with persons, including, without limitation, present and former
- 15 -
<PAGE>
officers, directors and employees of the Corporation and of companies acquired
by or merged with the Corporation, obligating the Corporation, among other
things, to provide indemnification and advancement of costs, charges and
expenses to such persons in addition to any indemnification or advancement which
may be available to such person under Sections 8.01 through 8.10 of these
Bylaws.
Section 8.12 Insurance. The Board of Directors may cause the
------------------------
Corporation to purchase and maintain insurance on behalf of any person who is or
was or has agreed to become a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, including employee benefit plans, against any
liability asserted against such person and incurred in any such capacity or
arising out of such status, whether or not the Corporation would have the power
to indemnify such person.
Section 8.13 Amendment of Bylaws. The Board of Directors may from time
---------------------------------
to time adopt further Bylaws with respect to indemnification and may amend such
Bylaws to provide at all times the fullest indemnification permitted by the
General Corporation Law of the State of Delaware.
ARTICLE IX
Amendments
Section 9.01 Amendment of Bylaws. These Bylaws may be changed, altered,
----------------------------------
amended or repealed, and new bylaws made, by the Board of Directors, provided
--------
that the stockholders may make additional Bylaws and may change, alter, amend
and repeal any Bylaws whether adopted by them or otherwise, and provided further
----------------
that, notwithstanding any other provision of these Bylaws, in addition to any
other vote or approval required by law or the terms of any class or series of
stock having preference over the Common Stock as to dividends or upon
liquidation, the affirmative vote of the holders of two-thirds of the
Corporation's then outstanding capital stock entitled to vote generally in the
election of directors, voting as a single class (whether or not the holders of
such shares are present or represented at any meeting called for the purpose of
voting thereon) shall be required to alter, amend, adopt any provision
inconsistent with or repeal Sections 2.04, 2.05, 3.01, 3.02, and 3.03 of these
Bylaws.
- 16 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> MAR-01-1995
<PERIOD-END> AUG-31-1995
<CASH> 29,264,000
<SECURITIES> 0
<RECEIVABLES> 184,816,000
<ALLOWANCES> 10,530,000
<INVENTORY> 0
<CURRENT-ASSETS> 227,360,000
<PP&E> 42,370,000
<DEPRECIATION> 31,849,000
<TOTAL-ASSETS> 319,874,000
<CURRENT-LIABILITIES> 144,886,000
<BONDS> 121,395,000<F1>
<COMMON> 212,000
19,719,000
0
<OTHER-SE> 26,962,000
<TOTAL-LIABILITY-AND-EQUITY> 319,874,000
<SALES> 0
<TOTAL-REVENUES> 461,257,000<F2>
<CGS> 0
<TOTAL-COSTS> 186,345,000<F3>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 939,000
<INTEREST-EXPENSE> 8,077,000
<INCOME-PRETAX> 2,214,000
<INCOME-TAX> 996,000
<INCOME-CONTINUING> 738,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 738,000
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
<FN>
<F1>Excludes current portion of bonds, mortgages, and similar debt.
<F2>Represents gross revenue which includes costs of certain services
subcontracted to third parties and other reimbursable direct project costs, such
as materials procured by the Company on behalf of its customers.
<F3>Excludes subcontract and direct material costs of $239,827,000.
</FN>
</TABLE>
