<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ICF KAISER INTERNATIONAL
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF IFC KAISER APPEARS HERE]
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, Virginia 22031-1207
Dear Shareholder:
The 1996 Annual Meeting of Shareholders will be held on Saturday, May 4,
1996, at ICF Kaiser International, Inc.'s headquarters, 9300 Lee Highway,
Fairfax, Virginia 22031-1207. The matters on the meeting agenda are described on
the following pages. The meeting will start promptly at 9:00 a.m.
This year you are being asked to elect three directors, each to a three-year
term expiring at the 1999 Annual Meeting of Shareholders, and to approve the
appointment of Coopers & Lybrand L.L.P. as the independent public accountants of
ICF Kaiser International, Inc. for the fiscal year ending December 31, 1996. You
also are being asked to approve an amendment to the ICF Kaiser International,
Inc. Stock Incentive Plan to extend its termination date from February 6, 1997,
to December 31, 2005. The Board of Directors recommends a vote FOR the election
of the three directors, FOR the approval of the appointment of Coopers & Lybrand
L.L.P., and FOR the Stock Incentive Plan amendment.
If you were a shareholder of record on March 6, 1996, you will receive a
proxy card for the shares of ICF Kaiser International, Inc. Common Stock you
hold in your own name. If you are a participant in the ICF Kaiser International,
Inc. Employee Stock Ownership Plan, the ICF Kaiser International, Inc.
Section 401(k) Plan, or the ICF Kaiser International, Inc. Retirement Plan, this
proxy card also will include the number of shares you are entitled to vote under
those Plans. You must mail back your proxy card so that it is received by ICF
Kaiser International, Inc.'s stock transfer agent before the close of business
on Tuesday, April 30, 1996, in order for you to vote these Plan shares. Please
use the enclosed postage-paid, addressed envelope to vote these Plan shares. If
our stock transfer agent has not received your proxy card with your voting
instructions by the close of business on April 30, 1996, the shares will be
voted by the Trustee for these three Plans at the instruction of the Plan
Committees, in their discretion.
A very high percentage of our shareholders hold their stock in street names,
which means that the shares are registered in brokers' names rather than in the
shareholders' names. If you want to vote your street-name shares personally, you
must contact your broker directly in order to obtain a proxy issued to you by
your broker. A broker letter that identifies you as a shareholder is not the
same thing as a broker-issued proxy. If you fail to bring a broker-issued proxy
to the meeting, you will not be able to vote the shares held by the broker on
your behalf.
We urge you to mail your proxy card to our registrar and transfer agent as
promptly as possible using the envelope provided. Please mail your proxy card
whether or not you plan to attend the May 4 meeting. Giving your proxy will not
affect your right to vote the shares you hold in your own name (excluding Plan
shares) if you decide to attend the meeting.
ICF Kaiser International, Inc.'s headquarters are located in Fairfax,
Virginia, near the Vienna station on the Orange Line of the Washington, DC area
Metro. On the day of the meeting, there will be a shuttle bus service departing
at frequent intervals from the south side of the Vienna station and returning to
the station after the meeting.
Sincerely,
James O. Edwards
April 2, 1996 Chairman and Chief Executive Officer
<PAGE>
--------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------------------------------------------
To the Shareholders of ICF Kaiser International, Inc.:
The 1996 Annual Meeting of Shareholders of ICF Kaiser International, Inc.
will be held at ICF Kaiser International, Inc.'s headquarters, 9300 Lee Highway,
Fairfax, Virginia 22031-1207, on Saturday, May 4, 1996, at 9:00 a.m., Eastern
Daylight Time, for the following purposes:
1. to elect three (3) directors, each for a three-year term expiring at the
1999 Annual Meeting of Shareholders, and until their successors are
elected and have been qualified;
2. to approve the appointment of Coopers & Lybrand L.L.P. as the Company's
independent public accountants for the fiscal year ending December 31,
1996; and
3. to approve an amendment to extend the termination date of the ICF Kaiser
International, Inc. Stock Incentive Plan from February 6, 1997, to
December 31, 2005; and
4. to act on such other matters as may properly come before the meeting or
any adjournment thereof.
In accordance with the ICF Kaiser International, Inc. By-laws, the Board of
Directors has fixed the close of business on Wednesday, March 6, 1996, as the
record date for the determination of shareholders entitled to notice of and to
vote at the 1996 Annual Meeting of Shareholders and at any adjournment thereof.
This notice is given pursuant to direction of the Board of Directors.
A proxy card is included with this Proxy Statement and Annual Report mailing.
The reverse side of the proxy card shows the number of shares of ICF Kaiser
International, Inc. Common Stock that you own in your own name. If the reverse
side of this proxy card shows that you own shares through the ICF Kaiser
International, Inc. Retirement Plan (directed investment accounts),
Section 401(k) Plan, or Employee Stock Ownership Plan (the "employee benefit
plan shares"), please note: your proxy card must be received by ICF Kaiser
International, Inc.'s stock transfer agent before the close of business on
Tuesday, April 30, 1996, in order for you to vote these employee benefit plan
shares. Please use the enclosed postage-paid, addressed envelope to vote your
employee benefit plan shares; you must mail your proxy card in sufficient time
for it to be received by ICF Kaiser International's stock transfer agent before
the close of business, Tuesday, April 30, 1996, in order for you to vote these
employee benefit plan shares. If the Company's stock transfer agent has not
received your proxy card with your voting instructions by close of business on
April 30, 1996, the shares will be voted by the Trustee for these three Plans at
the instruction of the Plan Committees, in their discretion.
Your proxy is important. Even if you hold only a few shares, and whether or
not you expect to attend the Annual Meeting in person, you are requested to
date, sign, and mail the proxy card you receive in the postage-paid envelope
that is provided. If you wish to have someone other than the persons named on
the enclosed proxy card vote for you, you may cross out their names on your
proxy card and insert the name of another person who will be at the meeting.
You then must give your signed proxy card to that person, otherwise he or she
cannot vote on your behalf at the meeting. You may revoke your proxy at any
time, and the giving of your proxy will not affect your right to vote your
shares in person (other than employee benefit plan shares) if you decide to
attend the meeting and vote at that time.
Paul Weeks, II
Senior Vice President, General Counsel, and Secretary
Fairfax, Virginia
April 2, 1996
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
<S> <C>
PROXY STATEMENT....................................................................................1
1. Election of three (3) directors, each to a three-year term expiring at
the 1999 Annual Meeting of Shareholders, and until their successors are
elected and have been qualified;
2. Approval of Coopers & Lybrand L.L.P. as the Company's independent
public accountants for the fiscal year ending December 31, 1996
3. Proposal to amend the ICF Kaiser International, Inc. Stock Incentive Plan
VOTING SECURITIES OF THE COMPANY AND CERTAIN SHAREHOLDINGS........................................2
ELECTION OF DIRECTORS..............................................................................5
Nominees for Election to the Board of Directors
Directors Continuing in Office
Information Regarding the Board of Directors
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION........................................9
CERTAIN TRANSACTIONS WITH CERTAIN DIRECTORS.......................................................10
APPROVAL OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS.........................................10
APPROVAL OF PROPOSAL TO AMEND THE ICF KAISER INTERNATIONAL, INC.
STOCK INCENTIVE PLAN.............................................................................11
EXECUTIVE COMPENSATION............................................................................13
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT......................................16
AGREEMENTS AND TRANSACTIONS WITH EXECUTIVE OFFICERS NAMED
IN THE SUMMARY COMPENSATION TABLE
(Three of whom also are Directors)..........................................................17
AGREEMENTS AND TRANSACTIONS WITH OTHER EXECUTIVE OFFICERS.........................................18
STOCK PERFORMANCE GRAPH...........................................................................19
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION...........................................19
OTHER MATTERS.....................................................................................22
</TABLE>
A copy of the Company's Annual Report to the Securities and Exchange
Commission (SEC) on Form 10-K for the ten months ended December 31, 1995 will be
sent without charge to any shareholder of record or beneficial owner of shares
of the Company's Common Stock upon receipt of a written request addressed to:
Paul Weeks, II, Senior Vice President, General Counsel, and Secretary, ICF
Kaiser International, Inc., 9300 Lee Highway, Fairfax, Virginia 22031. Provided
with the copy of the Report will be a list of the exhibits to the Report filed
with the SEC by the Company. Any such exhibits will be provided to any ICF
Kaiser shareholder upon payment of the cost noted next to each exhibit on the
list.
<PAGE>
--------------------------------------------------
PROXY STATEMENT
--------------------------------------------------
This Proxy Statement is furnished to shareholders of ICF Kaiser
International, Inc. ("ICF Kaiser" or the "Company") in connection with the
solicitation of proxies for use at the Annual Meeting of Shareholders of the
Company to be held on Saturday, May 4, 1996, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.
The record date for determining shareholders entitled to vote at the Annual
Meeting is March 6, 1996 (the "Record Date"). If you were a shareholder of
record on that date, you will receive a proxy card from the Company for the
shares of ICF Kaiser International, Inc. Common Stock, par value $0.01 per share
("Common Stock"), you hold in your own name.
A proxy card is included with this Proxy Statement and Annual Report
mailing. The reverse side of this proxy card shows the number of shares of
Common Stock that you own in your own name. If the reverse side of this proxy
card shows that you own shares through the ICF Kaiser International, Inc.
Retirement Plan (directed investment accounts), Section 401(k) Plan, or Employee
Stock Ownership Plan (the "employee benefit plan shares"), please note: your
proxy card must be received by ICF Kaiser's stock transfer agent before the
close of business on Tuesday, April 30, 1996, in order for you to vote these
employee benefit plan shares. Please use the enclosed postage-paid, addressed
envelope to vote your employee benefit plan shares; you must mail your proxy
card in sufficient time for it to be received by ICF Kaiser's stock transfer
agent before the close of business on Tuesday, April 30, 1996, in order for you
to vote these Plan shares. If ICF Kaiser's transfer agent has not received your
proxy card with your voting instructions by the close of business on April 30,
1996, the shares will be voted by the Trustee for these three Plans at the
instruction of the Plan Committees, in their discretion.
The enclosed proxy is solicited by the Board of Directors of the Company.
Please complete and sign the proxy card you receive and return it to the Company
as soon as possible. If you change your mind after you return your proxy card,
you can revoke it at any time, including at the May 4 meeting, with respect to
your shares of record but not with respect to your employee benefit plan shares.
Unless a proxy is revoked, all proxy cards that are properly executed and
received at or prior to the meeting will be voted in accordance with what is
written on the cards. Unless a contrary instruction is indicated in the proxy
card, or if the proxy card is properly executed but the voting "boxes" are left
blank, it will be voted FOR the election of directors as nominated, FOR approval
of the appointment of Coopers & Lybrand L.L.P., FOR the amendment to the Stock
Incentive Plan, and in the discretion of the person(s) named as the proxy if any
other business properly comes before the meeting.
The Annual Report of the Company for the ten months ended December 31, 1995
(including financial statements), the Notice of Annual Meeting, this Proxy
Statement, and the enclosed proxy card initially were mailed in a single
envelope to shareholders on or about April 2, 1996. The Company has borne the
cost of preparing, assembling, and mailing these items. If it is necessary to
solicit shareholders' votes on the matters described in this Proxy Statement,
such solicitation may be conducted (by telephone and personal interview) by
directors, officers, and employees of the Company without special compensation.
The Company also has made arrangements with brokerage firms and other
custodians, nominees, and fiduciaries for the forwarding of proxy soliciting
material to the beneficial owners of the Company's Common Stock. The Company
will reimburse those brokerage firms, custodians, nominees, and fiduciaries for
their expenses in connection with those activities.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Page 1
<PAGE>
================================================================================
VOTING SECURITIES OF THE COMPANY AND CERTAIN SHAREHOLDINGS
================================================================================
<TABLE>
<CAPTION>
=============================================================================================
Classes of Capital Stock
Outstanding as of the Number of Shares
Record Date and Entitled Outstanding as of the Total Number of Votes
to Vote at the Annual Meeting Record Date per Class as of the Record Date
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock 21,794,220 21,794,220
Series 2D Senior Preferred Stock 200 2,380,952
- ---------------------------------------------------------------------------------------------
TOTAL 24,175,172
=============================================================================================
</TABLE>
The shares of Common Stock and the Series 2D Senior Preferred Stock will
vote together as a single class in the election of directors, the approval of
the appointment of Coopers & Lybrand L.L.P. as the Company's independent public
accountants for the fiscal year ending December 31, 1996, and the approval of
the amendment to extend the termination date of the Stock Incentive Plan. The
By-laws of the Company require that the holders of a majority in voting amount
of the issued and outstanding shares of the Company entitled to vote at the
Annual Meeting of Shareholders be present in person or represented by proxy in
order for a quorum to exist for the transaction of business at that meeting.
Assuming that such a quorum is present for the May 4, 1996, meeting, a plurality
of shares voted at the meeting, in person or by proxy, will determine the
election of the directors; a majority of shares voted at the meeting, in person
or by proxy, will determine whether the appointment of Coopers & Lybrand L.L.P.
and the amendment of the Stock Incentive Plan are approved. Abstentions and
broker non-votes will be counted as present for the purpose of computing the
quorum, but will not be counted as affirmative votes.
<TABLE>
<CAPTION>
=============================================================================================
Amount and
Name and Address of Beneficial Owners Nature of Percent of
of More Than 5% of Any Class of the Beneficial Class of
Voting Securities of the Company Ownership (a) Stock
=============================================================================================
Common Stock
- ----------------------------------------------------------------------------------
<S> <C> <C>
Cowen & Company 2,422,300 11.11 % of
Financial Square shares (b) Common Stock
New York, NY
10005-3597
- ----------------------------------------------------------------------------------
FIMA Finance 2,680,952 10.95 % of
Management Inc. shares (c) Common Stock
Citco Building,
Wickhams Cay, P.O. Box 662
Road Town, Tortola, British Virgin Islands
- ----------------------------------------------------------------------------------
Mathers & Company, Inc., Mathers Fund, Inc. 2,174,100 9.98 % of
and Henry van der Eb shares (d) Common Stock
100 Corporate North, Suite 201
Bannockburn, IL 60015
- ----------------------------------------------------------------------------------
ICF Kaiser International, Inc. 2,104,240 9.66 % of
Employee Stock Ownership Plan shares (e) Common Stock
c/o Vanguard Fiduciary Trust Company
200 Vanguard Blvd.
Malvern, PA 19355
- ----------------------------------------------------------------------------------
State of Wisconsin Investment Board 2,055,200 9.43 % of
P.O. Box 7842 shares (f) Common Stock
Madison, WI 53707
- ----------------------------------------------------------------------------------
Series 2D Senior Preferred Stock
- ----------------------------------------------------------------------------------
EXOR America, Inc. 200 100 % of
375 Park Avenue shares (c) Series 2D Senior
New York, NY 10152 Preferred Stock
=============================================================================================
</TABLE>
(a) A person is deemed to be a beneficial owner of the Company's stock if
that person has voting or investment power (or voting and investment powers)
over any shares of capital stock or has the right to acquire such shares
pursuant to options or warrants within 60 days from the March 6, 1996, Record
Date.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Proxy Statement Page 2
<PAGE>
(b) The information with respect to the shares of Common Stock
beneficially owned by Cowen & Company is based on a Report on Schedule 13G dated
February 13, 1996, which was filed with the SEC reporting share ownership
information as of December 31, 1995.
(c) FIMA owns Series 2D Warrants for the purchase of 2,680,952 shares of
Common Stock. EXOR America, Inc. owns 200 shares of Series 2D Senior Preferred
Stock. EXOR America, Inc. and FIMA are wholly owned subsidiaries of EXOR Group,
2 Blvd. Royal, Luxembourg. The Amended and Restated Certificate of Incorporation
of the Company limits the total vote of the Series 2D Senior Preferred Stock to
2,380,952 votes. Gian Andrea Botta, a director of the Company, is the President
of EXOR America. Mr. Botta disclaims beneficial ownership of the shares of
Series 2D Senior Preferred Stock and of the Series 2D Warrants.
(d) The information with respect to the shares of Common Stock
beneficially owned by Mathers and Company, Inc. and Mathers Fund, Inc. (firms
which are controlled by common officers), and by Henry van der Eb (President of
Mathers and Company and Chairman of the Mathers Fund) is based on a Report on
Schedule 13G Amendment No. 4 dated February 13, 1996, which was filed with the
SEC reporting share ownership information as of December 31, 1995.
(e) Share amount stated as of December 31, 1995. All of the shares of
Common Stock held by the Employee Stock Ownership Plan ("ESOP") are allocated to
individual ESOP participants' accounts and are voted by those participants. The
members of the ESOP Plan Committee are James O. Edwards, Michael K. Goldman, and
Marcy A. Romm. The ESOP Plan Committee has investment power over all of the
shares of Common Stock held by the ESOP. Each ESOP Plan Committee member
disclaims beneficial ownership of the shares of Common Stock held by the ESOP.
The individual shareholdings of Mr. Edwards are shown on page 4 of this Proxy
Statement. Mr. Goldman beneficially owns 109,512 shares of Common Stock, 26,334
of which are shares that may be acquired within 60 days of the Record Date upon
the exercise of stock options. Ms. Romm beneficially owns 25,429 shares of
Common Stock, 5,813 of which are shares that may be acquired within 60 days of
the Record Date upon the exercise of stock options. The ESOP Plan Committee's
address is 9300 Lee Highway, Fairfax, VA 22031.
(f) The information with respect to the shares of Common Stock
beneficially owned by the State of Wisconsin Investment Board is based on a
Report on Schedule 13G Amendment No. 4 filed February 7, 1996, with the SEC
reporting share ownership information as of December 31, 1995.
<TABLE>
<CAPTION>
Certain Beneficial Owners Amount and Nature of Percent of
as of the Record Date Beneficial Ownership (a) Common Stock
==============================================================================
<S> <C> <C>
(i) Nominees for Director
- ------------------------------------------------------------------------------
Thomas C. Jorling 3,000 shares (b) *
Frederic V. Malek 30,000 shares (c) *
Robert W. Page, Sr. 9,000 shares (d) *
- ------------------------------------------------------------------------------
(ii) Directors Continuing in Office
- ------------------------------------------------------------------------------
Gian Andrea Botta 9,000 shares (e) *
Tony Coelho 14,000 shares (f) *
James O. Edwards 383,580 shares (g) 1.8%
Maynard H. Jackson 3,000 shares (h) *
Rebecca P. Mark 9,000 shares (i) *
Richard K. Nason 21,990 shares (j) *
Marc Tipermas 259,726 shares (k) 1.2%
- ------------------------------------------------------------------------------
(iii) Current Executive Officers Named in the Summary Compensation Table
- ------------------------------------------------------------------------------
James O. Edwards 383,580 shares (g) 1.8%
Chairman and Chief
Executive Officer
Stephen W. Kahane 165,211 shares (l) *
Executive Vice President
Richard K. Nason 21,990 shares (j) *
Executive Vice President
and Chief Financial Officer
Alvin S. Rapp 108,180 shares (m) *
Executive Vice President
Marc Tipermas 259,726 shares (k) 1.2%
Executive Vice President
-----------------------------------------------------------------------------
(iv) All Directors and Executive
Officers as a Group
18 Persons 1,256,344 shares (n) 5.7%
==============================================================================
</TABLE>
*Less than 1% Footnotes to this table are on the following page.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Proxy Statement Page 3
<PAGE>
(a) A person is deemed to be a beneficial owner of the Company's stock if
that person has voting or investment power (or voting and investment powers)
over any shares of capital stock or has the right to acquire such shares within
60 days from the March 6, 1996, Record Date. With respect to ownership of shares
that are held by the Company's ESOP and 401(k) Plans but are allocated to
participants' accounts, the information is current as of December 31, 1995. For
shares shown in the following footnotes as being held in directed investment
accounts in the Company's Retirement Plan, the information is current as of
December 31, 1995.
(b) Mr. Jorling's share ownership includes 3,000 shares that may be
acquired within 60 days of the Record Date upon the exercise of stock options.
(c) Mr. Malek's share ownership includes 15,000 shares that may be
acquired within 60 days of the Record Date upon the exercise of stock options.
He also owns 15,000 other shares.
(d) Mr. Page's share ownership includes 9,000 shares that may be acquired
within 60 days of the Record Date upon the exercise of stock options.
(e) Mr. Botta's share ownership includes 9,000 shares that may be
acquired within 60 days of the Record Date upon the exercise of stock options.
Mr. Botta is the President of EXOR America. EXOR America, Inc. owns 200 shares
of Series 2D Senior Preferred Stock. FIMA owns Series 2D Warrants for the
purchase of 2,680,952 shares of Common Stock. EXOR America, Inc. and FIMA are
affiliated companies. Mr. Botta disclaims beneficial ownership of the shares of
Series 2D Senior Preferred Stock and of the Series 2D Warrants.
(f) Mr. Coelho's share ownership includes 12,000 shares that may be
acquired within 60 days of the Record Date upon the exercise of stock options.
He also owns 2,000 other shares.
(g) Mr. Edwards' share ownership includes 2,575 shares allocated to his
ESOP account, 4,222 shares allocated to his 401(k) Plan account, 60,650 shares
in his directed investment account under the Retirement Plan, and 37,500 shares
that may be acquired within 60 days of the Record Date upon the exercise of
stock options. Mr. Edwards also owns 278,633 other shares. Mr. Edwards is a
member of the ESOP and Retirement Plan Committees; as such, he has shared
investment power over 2,104,240 shares and 813,719 shares held by the ESOP and
the Retirement Plan, respectively. He also has shared voting power over
1,036,437 shares held by the Retirement Plan. Mr. Edwards disclaims beneficial
ownership of the shares held in these Plans.
(h) Mr. Jackson's share ownership includes 3,000 shares that may be
acquired within 60 days of the Record Date upon the exercise of stock options.
(i) Ms. Mark's share ownership includes 9,000 shares that may be acquired
within 60 days of the Record Date upon the exercise of stock options.
(j) Mr. Nason's share ownership includes 212 shares allocated to his ESOP
account, 7,944 shares allocated to his 401(k) Plan account, and 13,834 shares
that may be acquired within 60 days of the Record Date upon the exercise of
stock options.
(k) Dr. Tipermas' share ownership includes 7,698 shares allocated to his
ESOP account, 7,528 shares in his directed investment account under the
Retirement Plan, and 62,500 shares that may be acquired within 60 days of the
Record Date upon the exercise of stock options. He also owns 182,000 other
shares.
(l) Dr. Kahane's share ownership includes 6,734 shares allocated to his
ESOP account, 5,955 shares in his directed investment account under the
Retirement Plan, and 50,000 shares that may be acquired within 60 days of the
Record Date upon the exercise of stock options. He also owns 102,522 other
shares.
(m) Mr. Rapp's share ownership includes 40,000 shares that may be
acquired within 60 days of the Record Date upon the exercise of stock options.
He also owns 68,180 other shares.
(n) This total includes 37,402 shares allocated to ESOP accounts, 76,973
shares in directed investment accounts under the Retirement Plan, 21,641 shares
in 401(k) Plan accounts, 332,924 shares that may be acquired within 60 days of
the Record Date upon the exercise of stock options, and 787,404 other shares.
- --------------------------------------------------------------------------------
IFC Kaiser International, Inc. 1996 Proxy Statement Page 4
<PAGE>
--------------------------------------------------
ELECTION OF DIRECTORS
--------------------------------------------------
The Board of Directors currently consists of the following ten
directors:
<TABLE>
<CAPTION>
Term to Expire Term to Expire Term to Expire
<S> <C> <C> <C>
Thomas C. Jorling 1996 Gian Andrea Botta 1997 James O. Edwards 1998
Frederic V. Malek 1996 Tony Coelho 1997 Maynard H. Jackson 1998
Robert W. Page, Sr. 1996 Marc Tipermas 1997 Rebecca P. Mark 1998
Richard K. Nason 1998
</TABLE>
At the Annual Meeting of Shareholders held in 1992, the shareholders
voted to "classify" the Board of Directors, that is, to elect the directors to
three-year terms, with one-third of the directors standing for election in any
one year. Three directors are to be elected at this Annual Meeting for three-
year terms, each ending at the 1999 Annual Meeting of Shareholders, and until
their successors are elected and have been qualified. Accepting the
recommendation of its Nominating Committee, the Board of Directors has nominated
Mr. Malek, Mr. Jorling, and Mr. Page, each for election to a three-year term
ending in 1999, and until their successors are elected and have been qualified.
The ages of each of the directors listed below are stated as of the March 6,
1996, Record Date.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
Each for a Three-Year Term Expiring at the 1999 Annual Meeting of Shareholders
Thomas C. Jorling, 55, has been Vice President, Environmental Affairs,
of International Paper Company since 1994. Mr. Jorling joined International
Paper Company in 1994 following a 28-year career that included serving for seven
years as the Commissioner of the New York State Department of Environmental
Conservation. Prior to that, Mr. Jorling was a professor of environmental
studies at Williams College and a visiting professor at the University of
California at Santa Cruz. In addition, Mr. Jorling served from 1977 to 1979 as
Assistant Administrator for Water and Hazardous Material at the U.S.
Environmental Protection Agency. Mr. Jorling has been a director of ICF Kaiser
International, Inc. since August 1995. Mr. Jorling graduated from the
University of Notre Dame (B.S.), Washington State University (M.S.), and Boston
College (LL.B.).
Frederic V. Malek, 59, has been Chairman of Thayer Capital Partners, a
merchant bank, since April 1993. In 1992, he was Campaign Manager, Bush-Quayle
'92; he also has been Co-chairman of the Board of Directors of CB Commercial
Group (formerly Coldwell Banker Commercial Group) since 1989. He was Vice
Chairman of Northwest Airlines from July 1990 to December 1991. He was
President of Northwest Airlines from October 1989 to July 1990. From September
1978 to December 1988, Mr. Malek served as Executive Vice President of Marriott
Corporation and from January 1981 to May 1988 as President of Marriott's Hotels
and Resorts Division. Mr. Malek has been a director of ICF Kaiser International,
Inc. since 1989. He also serves as a director of American Management Systems,
Inc.; Automatic Data Processing, Inc.; Avis, Inc.; CB Commercial Group; FPL
Group, Inc.; Intrav, Inc.; Manor Care, Inc.; National Education Corp.; Northwest
Airlines; and PaineWebber Mutual Funds. Mr. Malek graduated from the United
States Military Academy (B.S.) and Harvard University (M.B.A.).
Robert W. Page, Sr., 69, retired as an Executive Vice President at
McDermott International, Inc., an energy services company, in 1993. Prior to
joining McDermott in 1990, Mr. Page served as Assistant Secretary of the Army
for Civil Works. He also served as Chairman of the Panama Canal Commission.
From 1981 to 1987, Mr. Page worked for Kellogg Rust, Inc., of Houston, Texas,
where he held the positions of Chairman and Chief Executive Officer. From 1976
to 1981, Mr. Page was President and Chief Executive Officer of Rust Engineering.
Mr. Page has been a director of ICF Kaiser International, Inc. since 1993. He
holds a B.S. in architectural engineering from Texas A & M University.
- --------------------------------------------------------------------------------
IFC Kaiser International, Inc. 1996 Proxy Statement Page 5
<PAGE>
DIRECTORS CONTINUING IN OFFICE
Terms Expiring in 1997
Gian Andrea Botta, 42, has been President of EXOR America Inc., a
subsidiary of EXOR Group, since 1993. He had been Vice President of Acquisitions
of EXOR America (formerly IFINT-USA Inc.) from 1987 to 1993. EXOR Group is the
international investment holding unit of the Agnelli Group, a diversified
holding company. Pursuant to the terms of the Company's Series 2D Senior
Preferred Stock, EXOR America has the right to designate a nominee for election
to the Board of Directors. Since March 1, 1993, Mr. Botta has been EXOR
America's nominee to the Board of Directors. Mr. Botta also is a director of
Lear Seating Corporation and a trustee of Corporate Property Investors. Mr.
Botta received a degree in economics and business administration in 1975 from
the University of Torino, Italy.
Tony Coelho, 53, has been Chairman and Chief Executive Officer of
Coelho Associates, LLC, a financial consulting firm, since July 1995. He also
has been Chairman and Chief Executive Officer of ETC, the Washington, D.C.-based
education, training, and communications subsidiary of Tele-Communications, Inc.
since October 1995. From 1989 to July 1995 he had been a Managing Director of
Wertheim Schroder & Co. Incorporated, a New York-based international investment
banking and securities firm; from 1990 to 1995 he also served as President and
Chief Executive Officer of Wertheim Schroder Investment Services, Inc. Mr.
Coelho was appointed by President Clinton to serve as Chairman of the
President's Committee on Employment of People with Disabilities in 1994 and to
serve as a member of the Commission on the Roles and Capabilities of the United
States Intelligence Community in 1995. From 1979 to 1989, Mr. Coelho was a
member of the U.S. House of Representatives from California, and from 1986 to
1989, he served as House Majority Whip. Mr. Coelho has been a director of ICF
Kaiser International, Inc. since 1990. He also is a director of Circus Circus
Enterprises, Inc.; Crop Growers Corporation; Specialty Retail Group, Inc.;
Service Corporation International; Tanknology Environmental, Inc.; and Tele-
Communications, Inc. He is a director of the National Foundation for Affordable
Housing Solutions, the National Organization on Disability, the National
Rehabilitation Hospital and Very Special Arts, and is an Honorary Lifetime
Director of the Epilepsy Foundation of America. Mr. Coelho also serves on
Fleishman-Hillard, Inc.'s International Advisory Board.
Marc Tipermas, 48, has been Executive Vice President and Director of
Corporate Development for ICF Kaiser International, Inc. since 1993. He has held
senior management positions in several of ICF Kaiser's operating subsidiaries
since joining the Company in 1981. From 1977 to 1981, Dr. Tipermas was employed
by the U.S. Environmental Protection Agency where he was the Director of the
Superfund Policy and Program Management Office from 1980 to 1981. Prior to
joining EPA, he was Assistant Professor of Political Science at the State
University of New York at Buffalo from 1975 to 1977. Dr. Tipermas has been a
director of ICF Kaiser International, Inc. since 1993. Dr. Tipermas graduated
from the Massachusetts Institute of Technology (S.B.) and Harvard University
(A.M., Ph.D.).
Terms Expiring in 1998
James O. Edwards, 52, has been Chairman of the Board and Chief
Executive Officer of ICF Kaiser International, Inc. since 1987. He also was
President of ICF Kaiser International, Inc. from 1987 to 1990. In 1974, he
joined ICF Incorporated, the predecessor of ICF Kaiser International, Inc. and
was its Chairman and Chief Executive Officer from 1986 until the 1987
establishment of ICF Kaiser International, Inc. Mr. Edwards graduated from
Northwestern University (B.S.I.E.) and Harvard University (M.B.A., High
Distinction, George F. Baker Scholar).
Maynard H. Jackson, 57, has been Chairman of Jackson Securities
Incorporated, an investment banking firm, since 1994. Mr. Jackson returned to
private business in 1994 after completing his third term as mayor of Atlanta. He
had served three terms as mayor, from 1974 to 1982 and again from 1990 to 1994.
From 1982 to 1990, Mr. Jackson was a managing partner in public finance with the
law firm of Chapman and Cutler; he also managed his own law firm from 1970 to
1974. Mr. Jackson is a Trustee of Morehouse College and a Trustee of FGIC Public
Trust. Mr. Jackson has been a director of ICF Kaiser International, Inc. since
September 1995. Mr. Jackson graduated from Morehouse College (B.A.) and the
School of Law at North Carolina Central University (J.D.).
Rebecca P. Mark, 41, has been Chairman and Chief Executive Officer of
Enron Development Corp., the international project development arm of Enron
Corp., since 1991. She is responsible for Enron's project development activities
worldwide (excluding the U.S.) in power generation, pipelines, LNG, and liquid
fuels. Ms. Mark joined
- --------------------------------------------------------------------------------
IFC Kaiser International, Inc. 1996 Proxy Statement Page 6
<PAGE>
Enron Corp. in 1982 and was a member of Enron Power Corp.'s executive management
team from its establishment in 1986 to 1991. Before joining Enron, Ms. Mark
held executive positions with Continental Resources Company and First City
National Bank of Houston. Ms. Mark has been a director of ICF Kaiser
International, Inc. since 1993. Ms. Mark also is a director of the Institute of
the Americas. Ms. Mark graduated from Baylor University (B.A. and M.I.M.) and
Harvard University (M.B.A.).
Richard K. Nason, 54, has been an Executive Vice President and the
Chief Financial Officer of the Company since December 1994; he had been a Senior
Vice President and the Treasurer of the Company from April to December 1994. He
joined the Company as Senior Vice President - Internal Audit in June 1993. From
1991 to 1993, Mr. Nason was Executive Vice President and Chief Financial Officer
for The Artery Organization, Inc., a private real estate development and
management company in Bethesda, Maryland. From 1988 to 1991, Mr. Nason was
Senior Vice President for Finance and Planning for Griffin Homes, a real estate
development and home building company in California. Mr. Nason was Senior Vice
President of Marriott Corporation and its subsidiary Host International, Inc.
from 1977 to 1988. Mr. Nason has been a director of ICF Kaiser International,
Inc. since June 1995. Mr. Nason graduated cum laude from Washington and
Jefferson College (B.A.) and the Wharton Graduate School of Finance and
Commerce, University of Pennsylvania (M.B.A.). He also attended the Executive
Program at The Darden School, University of Virginia.
INFORMATION REGARDING THE BOARD OF DIRECTORS
The Board of Directors is responsible for the overall affairs of the
Company. During the ten months from March 1 to December 31, 1995 (the Company's
last completed fiscal year), the Board of Directors held four meetings. SEC
rules require that the Company report any director's failure to attend at least
75% of the meetings he or she was eligible to attend during the Company's last
completed fiscal year. Because of his travel schedule as the Company's Director
of Corporate Development, Dr. Tipermas failed to attend at least 75% of the
Board and committee meetings he was eligible to attend.
To assist the Board of Directors in carrying out its responsibilities,
the Board has delegated certain authority to several permanent committees, the
membership and duties of which are as follows. The Committee meetings described
below were held from March 1 to December 31, 1995.
<TABLE>
<CAPTION>
================================================================================
Committees of the Board of Directors
- --------------------------------------------------------------------------------
Executive Audit Compensation Corporate
Committee Committee Committee Development Nominating
Committee Committee
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Edwards, Mr. Malek, Mr. Coelho, Dr. Tipermas, Mr. Page,
Chairman Chairman Chairman Chairman Chairman
Mr. Botta Mr. Botta ** Mr. Botta Mr. Jackson Mr. Coelho
Mr. Coelho Mr. Edwards ** Mr. Malek Mr. Jorling Mr. Edwards
Mr. Malek Ms. Mark Mr. Edwards ** Ms. Mark
Mr. Page Mr. Page Mr. Page
Dr. Tipermas Mr. Nason **
================================================================================
</TABLE>
** Non-voting member with right to attend the Committee meetings. As the
Company's Chief Financial Officer, Mr. Richard K. Nason is an ex-officio
member of the Audit Committee.
Executive Committee. The Executive Committee, except as limited by
Delaware law, may exercise any of the powers and perform any of the duties of
the Board of Directors. It has the full authority to act on behalf of the Board
of Directors. There was one meeting of the Executive Committee; it also acted by
written consent in lieu of meetings of the Committee.
- --------------------------------------------------------------------------------
IFC Kaiser International, Inc. 1996 Proxy Statement Page 7
<PAGE>
Audit Committee. The Audit Committee reviews the financial statements
of the Company and other financial matters with the Company's independent public
accountants and, when appropriate, reviews future Company transactions with
related parties that raise the possibility of a conflict of interest. All
members of the Audit Committee are disinterested directors as required by the
rules of the New York Stock Exchange on which the Company's Common Stock is
traded. The Audit Committee met once.
Compensation Committee. The Compensation Committee (a) reviews and
approves (or recommends to the entire Board of Directors) the annual salary,
bonus, and other benefits (direct and indirect) of the Chief Executive Officer,
executive officers, and other designated members of management; (b) reviews and
submits to the full Board recommendations concerning, and amendments to, new
executive compensation or stock plans; (c) establishes, and periodically
reviews, the Company's policies in the area of management perquisites;
(d) administers the Company's employee benefit and stock plans to the extent
such plans require Board of Directors involvement; and (e) determines, when
appropriate, whether indemnification of officers, directors and/or employees
should be provided in particular cases. The Compensation Committee met three
times; it also acted by written consent in lieu of meetings of the Committee.
Corporate Development Committee. The Corporate Development Committee
coordinates the Corporation's marketing, technology assessment, and acquisition
activities. The Corporate Development Committee met once.
Nominating Committee. The Nominating Committee (a) develops the
criteria for Board membership, (b) proposes to the Board of Directors nominees
who meet the criteria for Board membership to fill vacancies on the Board of
Directors as they occur, (c) applies the criteria for Board membership to
incumbent directors in advance of the time when a director would otherwise be
expected to be nominated for re-election, (d) subject to compliance with state
law, recommends removal of directors in those unusual circumstances where
removal may be warranted prior to expiration of a director's term of office, and
(e) considers and recommends to the Board of Directors the types, functions, and
membership of Board committees. The Nominating Committee will consider
candidates for director recommended by shareholders, if the recommendations are
submitted in writing to the Secretary of the Corporation. The procedures and
time periods for submitting such recommendations are explained on page 22 of
this Proxy Statement. The Nominating Committee acted by written consent in lieu
of meetings and acted at one full meeting of the Board.
Compensation of Directors
Directors who are not employees of the Company are paid $1,000 for
attendance at each meeting of the Board of Directors and $750 for attendance at
each meeting of a committee of the Board of Directors of which the director is a
member. In addition, each non-employee director receives an annual retainer of
$20,000, payable in advance in quarterly installments, and each is reimbursed
for his or her expenses incurred in connection with his or her Board service.
Directors of the Company who also are employees of the Company are not
compensated separately for their service as directors.
Under the ICF Kaiser International, Inc. Non-employee Directors Stock
Option Plan, each director of the Company who is not an employee of the Company
("Non-employee director") receives a five-year option to purchase 3,000 shares
of Common Stock on the day he or she commences his or her initial term of
service as a director. In addition, each Non-employee director elected at or
continuing in office following the Company's Annual Meeting of Shareholders
receives an option to purchase 3,000 shares of Common Stock on the date of the
meeting in each calendar year after the year in which the Non-employee director
received his or her initial option grant. The purchase price of each share of
Common Stock subject to an option granted under the plan is the fair market
value of the Common Stock on the date the option is granted. Each option becomes
fully exercisable at the close of business on the next business day following
the date on which the option was granted. Options are not assignable or
transferable other than by will or by the laws of descent and distribution.
Options are exercisable during an optionee's lifetime only by the optionee or
his or her guardian.
- --------------------------------------------------------------------------------
IFC Kaiser International, Inc. 1996 Proxy Statement Page 8
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The independent directors of the Company who were voting members of
the Compensation Committee from March 1 to December 31, 1995 were Tony Coelho
(Chairman), Gian Andrea Botta, and Frederic V. Malek. The full Board of
Directors has designated an inside director of the Company, James O. Edwards
(the CEO of the Company), as an ex-officio, non-voting member of the Committee.
SEC rules require that whenever there is insider participation in compensation
decisions, certain disclosures must accompany the identification of the
participating insiders. The following paragraphs provide these required
disclosures with respect to Mr. Botta and Mr. Edwards.
Mr. Botta. Mr. Botta is the President of EXOR America, Inc., the
holder of the Company's Series 2D Senior Preferred Stock. The Company had been
in arrears with respect to two dividends payable on the Series 2D Preferred
Stock, but all arrearages were paid on March 12, 1996. The Company is obligated
to redeem the Series 2D Senior Preferred Stock no later than January 13, 1997.
When the Company is in arrears with respect to any dividend payable on the
Series 2D Preferred Stock for a period in excess of 100 days or fails to make a
mandatory redemption, EXOR America will have the exclusive right to elect two
additional directors to the Company's Board of Directors. In addition, until
such an arrearage or failure to make a mandatory redemption is cured, if 33% or
more of the then-outstanding Series 2D Preferred Stock (or securities issued in
exchange therefor) is held by EXOR America, the Company becomes subject to
certain restrictive covenants. Without the consent of EXOR America, such
covenants would prohibit or limit the Company from, among other things:
disposing of assets for consideration of more than $1 million in a single
transaction; entering into a merger; making acquisitions; guaranteeing any
obligation in excess of $1 million; electing any officer or director other than
existing officers and directors; or incurring indebtedness other than as
permitted pursuant to the Indenture governing the Company's 12% Senior
Subordinated Notes due 2003. Further, under such circumstances, EXOR America is
relieved from the limitations on its right to acquire additional voting
securities of the Company, to subject Series 2D Preferred Stock to a voting
trust, or to solicit proxies in opposition to the Company's Board of Directors.
EXOR America is an affiliate of the holder of the Company's Series 2D
Warrants. The holder of the Series 2D Warrants, instead of exercising the
warrants, will be able to (a) require the Company to issue it shares of Common
Stock with an aggregate market value equal to the difference between (i) the
then-current market price for the Common Stock and (ii) 90% of the exercise
price of the Series 2D Warrants then in effect, multiplied by the number of
Series 2D Warrants for which the holder is requiring such issuance. In
addition, for 15 days prior to and ending on the expiration date of the Series
2D Warrants, the holder of the warrants, instead of exercising the warrants or
having Common Stock issued as described in (a) above, will be able to (b)
require the Company to pay it cash in the amount of the difference between (i)
the then-current market price for the Common Stock and (ii) the exercise price
of the Series 2D Warrants then in effect, multiplied by the number of Series 2D
Warrants for which the holder is requiring that cash payment. If the Company
cannot make the cash payment referred to in (b) above without violating a
covenant or covenants contained in its debt agreements, the Company would be
obligated to make the payment in shares of Common Stock as described in (a)
above. As of the March 6, 1996 Record Date, the expiration date of the Warrants
is October 27, 1997.
Mr. Edwards. Effective December 31, 1994, the Company entered into a
three-year employment agreement with Mr. Edwards for his services as Chairman
and Chief Executive Officer of the Company. In addition to delineating Mr.
Edwards' areas of responsibility and reporting line, the agreement provides for:
a base annual salary of $350,000 per year beginning on March 1, 1995 (with
increases for periods after March 1, 1995, to be determined by the Compensation
Committee of the Company's Board of Directors); annual bonus compensation to be
determined by the said Compensation Committee; payment on May 15, 1995, of the
carryover $100,000 cash payment under Mr. Edwards' 1990 compensation agreement
with the Company; severance payments as provided under the Company's Senior
Executive Officers Severance Plan; eligibility under the Company's employee
benefit plans; cancellation of 97,000 existing options (89,000 of which were
vested) to purchase the Company's Common Stock at exercise prices ranging from
$9.51 to $16.23; the grant of 150,000 options (expiring on November 15, 1999,
and vesting in 37,500 increments over four years beginning May 15, 1995) at fair
market value on the date of grant ($2.51 on September 1, 1994); and a one-year
non-competition period following voluntary or "for cause" employment
termination.
- --------------------------------------------------------------------------------
IFC Kaiser International, Inc. 1996 Proxy Statement Page 9
<PAGE>
As part of his employment agreement, Mr. Edwards' then-outstanding
indebtedness to the Company was restructured. Mr. Edwards had been indebted to
the Company under promissory notes dated January 14, 1991, September 22, 1991,
and January 24, 1992, in the respective principal amounts (and per annum
interest rates) of $622,740 (at 9%), $50,000 (at 9%), and $150,000 (at 8%)
(collectively, the "Predecessor Notes"). As of December 31, 1994, the accrued
interest on the Predecessor Notes totaled $205,326.27. All of these loans had
been provided to Mr. Edwards pursuant to his previous compensation agreement
with the Company in return for agreements restricting his ability to sell his
stock, were secured by a pledge of 130,665 shares of ICF Kaiser Common Stock
(the "Pledged Shares"), and were non-recourse to Mr. Edwards. Mr. Edwards has
signed an amended and restated promissory note in the amount of $1,028,066.27
dated December 31, 1994, which is a continuation of the Predecessor Notes, bears
interest at 6.34% per annum, is secured by the Pledged Shares, is non-recourse
to Mr. Edwards, and is due on December 31, 1997 (with accrued interest from
December 31, 1994). The largest aggregate amount of Mr. Edwards' indebtedness
to the Company outstanding at any time from March 1 to December 31, 1995, was
$1,028,066.27. It is the Company's intention to retire the debt when the value
of the collateral reaches the amount owed.
CERTAIN TRANSACTIONS WITH CERTAIN DIRECTORS
The Company's transactions with Mr. Botta and Mr. Edwards are
described in the immediately preceding section of this Proxy Statement.
The Company's employment agreements with Mr. Edwards and Dr. Tipermas
are described on pages 17 and 18, respectively, of this Proxy Statement.
APPROVAL OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Unless otherwise indicated on any proxy, it is intended that shares
represented by proxies at the Annual Meeting of Shareholders will be voted in
favor of the appointment of Coopers & Lybrand L.L.P. as independent public
accountants to audit the financial statements of the Company for the calendar
year ending December 31, 1996. The Board of Directors has recommended the
appointment of Coppers & Lybrand L.L.P., which has acted as the independent
public accountants of the Company since fiscal year 1989.
The Company expects that representatives of Coopers & Lybrand L.L.P.
will be present at the meeting and will be available to respond to appropriate
questions. They will be given an opportunity to make a statement if they desire
to do so.
The Board of Directors recommends a vote FOR the approval of
appointment of Coopers & Lybrand L.L.P. as independent public accountants.
Proxies solicited by the management will be so voted unless shareholders specify
a contrary choice in their proxies.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Proxy Statement Page 10
<PAGE>
APPROVAL OF PROPOSAL TO AMEND
THE ICF KAISER INTERNATIONAL, INC. STOCK INCENTIVE PLAN
The ICF Kaiser International, Inc. Stock Incentive Plan (the "Plan")
was adopted by the Board of Directors of the predecessor company of ICF Kaiser
International, Inc. in February 1987, and it currently has an expiration date of
February 6, 1997. The Plan was amended by the Board of Directors in 1992 to
increase the number of shares available for use under the Plan, to clarify the
circumstances under which unexercised options may be regranted under the Plan,
and to make other technical changes to the Plan to take into account the
elimination of the Company's two-class common stock capital structure. These
amendments were approved by the shareholders in June 1992.
At its March 1, 1996, meeting, the Board of Directors approved an
amendment to the Plan, subject to the approval of the shareholders. This
amendment would change the termination date of the Plan from February 6, 1997,
to December 31, 2005. The proposed amended and restated Plan is set forth in
Exhibit A hereto. Other than the extension of the termination date, the terms of
the Plan remain unchanged. The Board of Directors recommends that the amendment
be approved by the shareholders.
The Plan is designed to promote the interests of the Company by
affording its key employees an incentive (by means of an opportunity to acquire
Common Stock and share in the increase in the value of such stock) to remain in
the employ of the Company and to exert their maximum efforts on its behalf.
Under the Plan, incentive stock options as defined in the Internal Revenue Code
of 1986, as amended (the "Code"), non-statutory stock options, stock
appreciation rights ("SARs"), restricted stock units ("RSUs"), and restricted
stock may be granted to such employees and in such amounts as determined by the
Board of Directors' Compensation Committee (the "Compensation Committee") or by
the Chief Executive Officer under authority delegated to him by the Compensation
Committee.
The Compensation Committee determines the exercise price of options
granted under the Plan, which may not be less than 100% of the fair market value
of the Common Stock on the date of the grant. The Compensation Committee also
determines, for each option granted: (i) the term, which usually has been five
years from the date of grant (the term cannot exceed ten years in the case of
incentive stock options); (ii) the time at which the option or any portion of
the option may first be exercised; (iii) the form of consideration, including
cash, Common Stock, or a combination of both, that may be accepted in payment
upon exercise of the option; and (iv) the provisions for exercise upon
retirement, death, disability, or other termination of employment.
Although the Plan permits grants of SARs and RSUs, none have been made
to employees under the Plan to date, and the Company has no present intention to
grant SARs or RSUs in the future. Only two restricted stock awards have been
made under the Plan. The Company intends to make additional restricted stock
awards in 1996, but the specifics of these awards have not been determined as of
the Record Date. With respect to the two restricted stock awards made under the
Plan in 1993 and 1994, and as required by the Plan, the recipients were not
permitted to sell or transfer the shares until the end of a one-year vesting
period; each recipient would have forfeited the shares if he had terminated his
employment with the Company during that one-year period. For future restricted
stock awards, the Compensation Committee has the discretion to shorten the
required one-year minimum vesting period upon the occurrence of certain events
and to waive forfeiture occurrences.
As amended by the Board of Directors and approved by the shareholders
in 1992, the Plan provides that grants of options, SARs, RSUs, and restricted
stock may be made with respect to no more than 6,000,000 shares of Common Stock
in the aggregate. The aggregate option exercises and vesting of restricted stock
since the Plan was adopted have used up 1,705,075 of these 6,000,000 shares. In
addition, as of the March 6, 1996, Record Date, there are an additional
2,371,046 option grants outstanding. Therefore, as of the Record Date, there are
available for grant under the Plan a total of 1,923,879 shares that may be
subject to the grant of options, SARs, RSUs, and restricted stock. After taking
into account that a number of options will expire before exercise because of the
price at which they were granted, the Board of Directors believes that the
1,923,879 shares should be sufficient to cover grants to be made under the Plan
until the Plan terminates on the proposed December 31, 2005, termination date.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Proxy Statement Page 11
<PAGE>
There are approximately 300 key employees to whom the Compensation
Committee would consider granting options, SARs, RSUs, and restricted stock
under the Plan. Given the performance-based purpose of the Plan, the Company is
unable to determine the number of options and shares of restricted stock that
may be granted under the Plan in Fiscal Year 1996 (January 1 to December 31,
1996). The Company does not expect to grant any SARs or RSUs under the Plan in
Fiscal Year 1996.
The following table shows the dollar value and number of options
awarded during the ten months ended December 31, 1995, (the last completed
fiscal year) to the following persons: (i) each of the Chief Executive Officer
and the four most highly compensated executive officers of the Company (the
Named Executive Officers); (ii) all executive officers as a group; and (iii) all
other employees as a group. The dollar value is the fair market value per share
on the date of the option grant; this also is the exercise price of each option
granted. Current directors who are not executive officers are not eligible for
grants under the Plan because none is an employee.
<TABLE>
<CAPTION>
Name and Position Dollar Value Number of Options
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
James O. Edwards, Chief Executive Officer $0 0
- ----------------------------------------------------------------------------------------------
Stephen W. Kahane, Executive Vice President $0 0
- ----------------------------------------------------------------------------------------------
Richard K. Nason, Executive Vice President and CFO $0 0
- ----------------------------------------------------------------------------------------------
Alvin S. Rapp, Executive Vice President $0 0
- ----------------------------------------------------------------------------------------------
Marc Tipermas, Executive Vice President $0 0
- ----------------------------------------------------------------------------------------------
All current executive officers as a group $341,101.95 82,355
(11 persons)
- ----------------------------------------------------------------------------------------------
All employees, including all current officers $2,273,776.05 567,045
who are not executive officers, as a group
- ----------------------------------------------------------------------------------------------
</TABLE>
The Board of Directors recommends a vote FOR this proposal. Proxies
solicited by the management will be so voted unless shareholders specify a
contrary choice in their proxies. For approval, the proposal requires the
affirmative vote of a majority of the voting power of the capital stock
represented and entitled to vote at the meeting.
- --------------------------------------------------------------------------------
IFC Kaiser International, Inc. 1996 Proxy Statement Page 12
<PAGE>
--------------------------------------------------
EXECUTIVE COMPENSATION
--------------------------------------------------
The following table shows the compensation received by the Chief
Executive Officer and the other four most highly compensated executive officers
of the Company (the "Named Executive Officers") for the three fiscal periods
ended December 31, 1995. Because of the Company's fiscal year-end change, the
fiscal period that ended December 31, 1995, is only a ten-month period. The
table shows the amounts received by each Named Executive Officer for all three
fiscal periods. Other than bonus amounts already paid during the ten-month
fiscal period in 1995, the amount of bonus usually awarded at fiscal year-end
had not been calculated as of February 29, 1996. Any such year-end bonus paid to
a Named Executive Officer will be disclosed in a subsequent fiscal year if that
Named Executive Officer is the Chief Executive Officer or one of the other four
most highly compensated executive officers in that subsequent fiscal year.
<TABLE>
<CAPTION>
===================================================================================================================================
SUMMARY COMPENSATION TABLE
===================================================================================================================================
Annual Compensation Long-term Compensation Awards
- -----------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (i)
Name, Principal Salary Bonus Other Annual Restricted Securities Underlying All Other
Position, and ($) ($) Compensation Stock Options/SARs (#) Compensation
Fiscal Period (1) ($) (2) Award(s) ($) (3)
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
James O. Edwards, Chairman and CEO (4)
- -----------------------------------------------------------------------------------------------------------------------------------
Ten-month 1995 $295,673 $90,000 (1)(4) (2) 0 0 $102,386 (3)(4)
- -----------------------------------------------------------------------------------------------------------------------------------
Fiscal 1995 $324,519 0 (2) 0 53,000 new options $111,890 (4)
97,000 repriced options
- -----------------------------------------------------------------------------------------------------------------------------------
Fiscal 1994 $300,000 0 (2) 0 0 $123,596 (4)
- -----------------------------------------------------------------------------------------------------------------------------------
Stephen W. Kahane, Executive Vice President (5)
- -----------------------------------------------------------------------------------------------------------------------------------
Ten-month 19 95 $219,808 (1) (2) 0 0 $2,683 (3)(5)
- -----------------------------------------------------------------------------------------------------------------------------------
Fiscal 1995 $249,423 $60,000 (2) 0 66,666 new options $12,866 (5)
33,334 repriced options
- -----------------------------------------------------------------------------------------------------------------------------------
Fiscal 1994 $220,000 0 (2) 0 0 $23,007 (5)
- -----------------------------------------------------------------------------------------------------------------------------------
Richard K. Nason, Executive Vice President and CFO(6)
- -----------------------------------------------------------------------------------------------------------------------------------
Ten-month 1995 $190,865 (1) (2) 0 0 $3,006 (3)(6)
- -----------------------------------------------------------------------------------------------------------------------------------
Fiscal 1995 $168,749 0 (2) 0 52,000 options $9,538 (6)
- -----------------------------------------------------------------------------------------------------------------------------------
Fiscal 1994 $100,077 0 (2) 0 0 $1,140 (6)
- -----------------------------------------------------------------------------------------------------------------------------------
Alvin S. Rapp, Executive Vice President (7)
- -----------------------------------------------------------------------------------------------------------------------------------
Ten-month 1995 $245,096 (1) (2) 0 0 $2,056 (3)(7)
- -----------------------------------------------------------------------------------------------------------------------------------
Fiscal 1995 $274,519 $150,000 $200,022 (2)(7) 0 0 $278,702 (7)
- -----------------------------------------------------------------------------------------------------------------------------------
Fiscal 1994 $64,500 $147,159 (2) $418,499 100,000 options $35,729 (7)
- -----------------------------------------------------------------------------------------------------------------------------------
Marc Tipermas, Executive Vice President (8)
- -----------------------------------------------------------------------------------------------------------------------------------
Ten-month 1995 $248,942 $110,000 (1)(8) (2) 0 0 $2,236 (3)(8)
- -----------------------------------------------------------------------------------------------------------------------------------
Fiscal 1995 $274,423 $45,000 (2) 0 74,463 new options $12,573 (8)
50,537 repriced options
- -----------------------------------------------------------------------------------------------------------------------------------
Fiscal 1994 $220,000 0 (2) 0 0 $22,715 (8)
===================================================================================================================================
</TABLE>
NOTE: Because of the Company's fiscal year-end change, the fiscal period ended
December 31, 1995, is only a ten-month period. Fiscal 1995 and 1994 referred to
in the following footnotes are twelve-month periods:
Fiscal 1995: March 1, 1994, through February 28, 1995
Fiscal 1994: March 1, 1993, through February 28, 1994
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Proxy Statement Page 13
<PAGE>
(1) Other than bonus amounts already paid during the ten-month fiscal
period in 1995, the amount of bonus usually awarded at fiscal year-end had not
been calculated as of February 29, 1996. Any such year-end bonus paid to a Named
Executive Officer will be disclosed in the Proxy Statement for the 1997 Annual
Meeting of Shareholders if the Named Executive Officer is the Chief Executive
Officer or one of the other four most highly compensated executive officers in
1996.
(2) Any amounts shown in the "Other Annual Compensation" column do not
include any perquisites and other personal benefits because the aggregate amount
of such compensation for each of the Named Executive Officers did not exceed the
lesser of (i) $50,000 or (ii) 10% of the combined salary and bonus for the Named
Executive Officer for the stated fiscal period.
(3) The Company's ten-month 1995 contributions to the Named Executive
Officers pursuant to the Company's Retirement Plan will not be determined or
made until September 1996. The Company will disclose these contributions for the
Named Executive Officers in the Proxy Statement for the 1997 Annual Meeting of
Shareholders if the Named Executive Officer is the Chief Executive Officer or
one of the other four most highly compensated executive officers in 1996.
(4) The amounts shown in column (i) of the table for Mr. Edwards comprise
the following:
<TABLE>
<C> <C> <S>
Ten-month 1995 $100,000 Special cash payment due under Mr. Edwards'previous December 1990 compensation agreement
$1,666 Company match under the Company's Section 401(k) Plan
$720 Imputed income for Company-paid life insurance
Fiscal 1995 $100,000 Special cash payment under Mr. Edwards' December 1990 compensation agreement
$1,450 Company match under the Company's Section 401(k) Plan
$9,576 Company contribution under the Company's Retirement Plan for FY95 made in November 1995
$864 Imputed income on Company-paid life insurance
Fiscal 1994 $100,000 Special cash payment under Mr. Edwards' December 1990 compensation agreement
$16,563 Company contribution under the Company's Retirement Plan for FY94 made in November 1995
$1,452 Company match under the Company's Section 401(k) Plan
$4,717 Company 2% contribution under the Company's Employee Stock Ownership Plan for FY94
made in November 1994
$864 Imputed income on Company-paid life insurance
</TABLE>
(5) The amounts shown in column (i) of the table for Dr. Kahane comprise
the following:
<TABLE>
<C> <C> <S>
Ten-month 1995 $2,248 Company match under the Company's Section 401(k) Plan
$435 Imputed income for Company-paid life insurance
Fiscal 1995 $2,984 Company match under the Company's Section 401(k) Plan
$9,576 Company contribution under the Company's Retirement Plan for FY95 made in November 1995
$306 Imputed income for Company-paid life insurance
Fiscal 1994 $16,563 Company contribution under the Company's Retirement Plan for FY94 made in FY95
$1,421 Company match under the Company's Section 401(k) Plan
$4,717 Company 2% contribution under the Company's Employee Stock Ownership Plan for FY94 made in FY95
$306 Imputed income for Company-paid life insurance
</TABLE>
(6) Mr. Nason became an executive officer of the Company in December 1994;
he became an employee of the Company in June 1993. The amounts shown in column
(i) of the table for Mr. Nason comprise the following:
<TABLE>
<C> <C> <S>
Ten-month 1995 $614 Imputed income for Company-paid life insurance
$2,392 Company match under the Company's Section 401(k) Plan
Fiscal 1995 $3,121 Company match under the Company's Section 401(k) Plan
$5,773 Company contribution under the Company's Retirement Plan for FY95 made in November 1995.
$644 Imputed income for Company-paid life insurance
Fiscal 1994 $785 Company match under the Company's Section 401(k) Plan
$355 Imputed income for Company-paid life insurance premium
</TABLE>
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Proxy Statement Page 14
<PAGE>
(7) Mr. Rapp joined the Company in November 1993 (fiscal year 1994). The
amount shown in column (e) for fiscal year 1995 was an amount reimbursed for the
payment of taxes. The amount shown in column (f) for fiscal year 1994 is the
value of 88,105 shares of Restricted Stock awarded to Mr. Rapp under the
Company's Stock Incentive Plan determined by multiplying the number of shares by
the $4.75 closing price per share of the Company's Common Stock on the New York
Stock Exchange on November 8, 1993, the date of the grant. The restriction on
these shares was lifted on November 9, 1994, when they vested; Mr. Rapp owns no
other shares of Restricted Stock. The amounts shown in column (i) of the table
for Mr. Rapp comprise the following:
<TABLE>
<C> <C> <S>
Ten-month 1995 $1,778 Company match under the Company's Section 401(k) Plan
$278 Imputed income for Company-paid life insurance
Fiscal 1995 $2,353 Company match under the Company's Section 401(k) Plan
$46,219 Reimbursed expenses associated with relocation from California to Virginia
$219,155 Forgiveness of interest-free loans made to facilitate the sale of Mr. Rapp's
California residence and his purchase of a Virginia residence (includes
imputed interest amounts)
$880 Reimbursed accounting expenses associated with tax considerations for Mr. Rapp's
employment arrangement
$9,576 Company contribution under Company's Retirement Plan for FY95 made in November 1995
$519 Imputed income for Company-paid life insurance
Fiscal 1994 $462 Company match under the Company's Section 401(k) Plan
$35,152 Reimbursed expenses associated with relocation from California to Virginia
$115 Imputed income for Company-paid life insurance
</TABLE>
(8) The amounts shown in column (i) of the table for Dr. Tipermas comprise
the following:
<TABLE>
<C> <C> <S>
Ten-month 1995 $2,236 Company match under the Company's Section 401(k) Plan
Fiscal 1995 $2,997 Company match under the Company's Section 401(k) Plan
$9,576 Company contribution under the Company's Retirement Plan for FY95 made in November 1995
Fiscal 1994 $16,563 Company contribution under the Company's Retirement Plan for FY94 made in FY95
$1,435 Company match under the Company's Section 401(k) Plan
$4,717 Company 2% contribution under the Company's Employee Stock Ownership Plan for FY94 made in FY95
</TABLE>
<TABLE>
====================================================================================================================================
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
====================================================================================================================================
(a) (b) (c) (d) (e)
Shares Value Number of Securities Value of Unexercised In-the-Money
Name Acquired on Realized Underlying Unexercised Options/SARs at 12/31/95 ($)
Exercise (#) ($) Options/SARs Exercisable/Unexercisable (*)
at 12/31/95 (#)
Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James O. Edwards 0 0 37,500/112,500 $65,250/$195,750
- ------------------------------------------------------------------------------------------------------------------------------------
Stephen W. Kahane 0 0 50,000/50,000 $38,500/$38,500
- ------------------------------------------------------------------------------------------------------------------------------------
Richard K. Nason 0 0 13,834/58,166 $8,898/$21,323
- ------------------------------------------------------------------------------------------------------------------------------------
Alvin S. Rapp 0 0 40,000/60,000 (**)
- ------------------------------------------------------------------------------------------------------------------------------------
Marc Tipermas 0 0 62,500/62,500 $ 48,125/$48,125
====================================================================================================================================
</TABLE>
(*) Calculated using the NYSE closing price of the Common Stock on
December 29, 1995 ($4.25 per share) less the per share option exercise price
multiplied by the number of exercisable or unexercisable options, as the case
may be.
(**) Mr. Rapp's options are not in-the-money.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Proxy Statement Page 15
<PAGE>
Senior Executive Officers Severance Plan
In April 1994 the Compensation Committee of the Board of Directors
approved the adoption of the Company's Senior Executive Officers Severance Plan
(the "SEOSP"). In December 1994, the SEOSP was amended to clarify (a) that once
an officer becomes a participant in the SEOSP, he or she will continue to be
eligible for SEOSP benefits throughout his or her employment by the Company, and
(b) that the SEOSP is intended to set a minimum severance benefit for the
participant. If a participant is entitled to a greater benefit under his or her
employment agreement with the Company, then such arrangement prevails over the
lower SEOSP benefit.
The eligible participants in the SEOSP are the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, the General Counsel, the Senior Vice President and
Director of Human Resources, and any Executive Vice President and other officers
of rank equivalent to Executive Vice President as designated by the Compensation
Committee. As of the March 6, 1996, Record Date, there are eight persons whose
severance payments are governed by the SEOSP.
A participant is eligible to receive severance payments if the Company
terminates his or her employment without "cause" or if the participant
terminates his or her employment for "good reason." "Cause" and "good reason"
are defined in the SEOSP. Severance benefits equal to three months of average
salary will be paid if the participant's length of employment is three years or
less; severance benefits equal to one month of average salary for each year of
service (up to a maximum of 18 months) will be paid if a participant's length of
employment is four or more years. Average salary is defined in the SEOSP as the
participant's average monthly gross salary excluding all bonus for the six
months prior to employment termination. Severance benefits may be paid under the
SEOSP in two installments or, with the approval of the Compensation Committee,
in a lump sum. The SEOSP provides that severance pay will not be considered
compensation for purposes of the Retirement Plan or the Section 401(k) Plan;
severance pay will not increase Years of Service for those Plans' purposes. As
of the March 6, 1996, Record Date, no severance benefits have been paid under
the Plan.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
The SEC requires the Company to tell its shareholders when certain
persons fail to report their transactions in the Company's stock to the SEC on a
timely basis. The SEC rules and regulations permit the reporting of certain
employee benefit plan transactions on an annual basis, provided the reports are
filed within 45 days after the end of the Company's fiscal year. The Company's
Legal Department prepares and files these reports for executive officers of the
Company. Unfortunately, the Legal Department failed to take into account the
Company's fiscal year end change from February 28 to December 31. Consequently,
the required annual reports were late; they were filed on March 15, 1996,
instead of February 14, 1996, for the following transactions and persons: option
exchange/repricing (Messrs. Campbell, Goldman, Weeks; Ms. Romm); option grant
(Messrs. Campbell, Goldman, Watson, Weeks; Ms. Romm); update year-end Retirement
Plan Share balances (Messrs. Edwards, Goldman, Kahane, Tipermas; Ms. Romm);
update year-end Section 401(k) share balances (Messrs. Brown, Edwards, and
Nason); and update year-end ESOP share balance (Messrs. Edwards, Goldman; Ms.
Romm).
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Proxy Statement Page 16
<PAGE>
AGREEMENTS AND TRANSACTIONS WITH EXECUTIVE OFFICERS
NAMED IN THE SUMMARY COMPENSATION TABLE
(Three of whom also are Directors)
James O. Edwards. Effective December 31, 1994, the Company entered
into a three-year employment agreement with Mr. Edwards for his services as
Chairman and Chief Executive Officer of the Company. In addition to delineating
Mr. Edwards' areas of responsibility and reporting line, the agreement provides
for: a base annual salary of $350,000 per year beginning on March 1, 1995 (with
increases for periods after March 1, 1995, to be determined by the Compensation
Committee of the Company's Board of Directors); annual bonus compensation to be
determined by the said Compensation Committee; payment on May 15, 1995, of the
carryover $100,000 cash payment under Mr. Edwards' 1990 compensation agreement
with the Company; severance payments as provided under the Company's Senior
Executive Officers Severance Plan; eligibility under the Company's employee
benefit plans; cancellation of 97,000 existing options (89,000 of which were
vested) to purchase the Company's Common Stock at exercise prices ranging from
$9.51 to $16.23; the grant of 150,000 options (expiring on November 15, 1999,
and vesting in 37,500 increments over four years beginning May 15, 1995) at fair
market value on the date of grant ($2.51 on September 1, 1994); and a one-year
non-competition period following voluntary or "for cause" employment
termination.
As part of his employment agreement, Mr. Edwards' then-outstanding
indebtedness to the Company was restructured. Mr. Edwards had been indebted to
the Company under promissory notes dated January 14, 1991, September 22, 1991,
and January 24, 1992, in the respective principal amounts (and per annum
interest rates) of $622,740 (at 9%), $50,000 (at 9%), and $150,000 (at 8%)
(collectively, the "Predecessor Notes"). As of December 31, 1994, the accrued
interest on the Predecessor Notes totaled $205,326.27. All of these loans had
been provided to Mr. Edwards pursuant to his previous compensation agreement
with the Company in return for agreements restricting his ability to sell his
stock, were secured by a pledge of 130,665 shares of ICF Kaiser Common Stock
(the "Pledged Shares"), and were non-recourse to Mr. Edwards. Mr. Edwards has
signed an amended and restated promissory note in the amount of $1,028,066.27
dated December 31, 1994, which is a continuation of the Predecessor Notes, bears
interest at 6.34% per annum, is secured by the Pledged Shares, is non-recourse
to Mr. Edwards, and is due on December 31, 1997 (with accrued interest from
December 31, 1994). The largest aggregate amount of Mr. Edwards' indebtedness to
the Company outstanding at any time from March 1, 1995, to December 31, 1995,
was $1,028,066.27. It is the Company's intention to retire the debt when the
value of the collateral reaches the amount owed.
Stephen W. Kahane. Effective March 1, 1994, the Company entered into a
three-year employment agreement with Dr. Kahane for his services as an Executive
Vice President and as a Group President. In addition to delineating Dr. Kahane's
areas of responsibility and reporting line, the agreement provides for: a
minimum base salary of $260,000 in fiscal year 1996 and $275,000 in fiscal year
1997; annual bonus compensation to be determined by the Compensation Committee
of the Company's Board of Directors (in amounts specified in the agreement and
with minimum cash bonuses of $30,000 to be paid at the beginning of each of
fiscal years 1996 and 1997); severance payments as provided under the Company's
Senior Executive Officers Severance Plan; eligibility under the Company's
employee benefit plans; cancellation of 40,000 existing options to purchase the
Company's Common Stock at exercise prices ranging from $8.25 to $9.51; the grant
of 100,000 options (vesting in 25,000 increments over four years and expiring on
November 15, 1999) at fair market value on the date of grant ($3.48 on April 4,
1994); and a one-year non-competition period following voluntary or "for cause"
employment termination.
Richard K. Nason. Mr. Nason joined the Company as Senior Vice
President, Internal Audit under the terms of a May 1993 letter that specified
his salary ($150,000 per year), his bonus eligibility ($0-$25,000 for fiscal
year 1994), and his duties and reporting line. In February 1995, following Mr.
Nason's promotion to Executive Vice President and Chief Financial Officer, the
Company increased Mr. Nason's salary to $200,000 beginning December 1, 1994, and
to $225,000 beginning March 1, 1995; his bonus eligibility was increased to $0-
$100,000 annually. Also in connection with his promotion, Mr. Nason was awarded
two sets of options grants: (a) 50,000 options granted on February 1, 1995, to
purchase the Company's Common Stock at $3.71 per share, vesting 25% annually
over four years (beginning February 1, 1996) and expiring February 1, 2000, and
(b) 50,000 options granted on February 1, 1996, to purchase the Company's Common
Stock at $3.78 per share, vesting 25% annually over four years (beginning
February 1, 1997) and expiring February 1, 2001.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Proxy Statement Page 17
<PAGE>
Alvin S. Rapp. In November 1993, the Company entered into an
employment agreement with Mr. Rapp for his services as an Executive Vice
President and as Group President of the Company's Engineering & Construction
Group. In addition to delineating Mr. Rapp's areas of responsibility and
reporting line, the agreement provides for his salary, bonuses, options, other
employee benefits, and interest-free loans to facilitate the sale of Mr. Rapp's
California residence and the purchase of a new residence near the Company's
Virginia headquarters. Two of these loans were forgiven in fiscal year 1995
under the terms of the employment agreement because the proceeds from the sale
of Mr. Rapp's California residence were less than anticipated. The third loan
(dated January 20, 1994) has a balance of $300,000 as of the March 6, 1996,
Record Date; is secured by Mr. Rapp's Virginia residence; and is due and payable
in full on the earliest to occur of (a) January 20, 1999, (b) termination of Mr.
Rapp's employment by the Company, (c) provision of reasonably satisfactory
substitute collateral, or (d) the occurrence of a defined event of default. The
largest aggregate amount of Mr. Rapp's indebtedness to the Company outstanding
at any time from March 1, 1995, to December 31, 1995, was $300,000.
Marc Tipermas. Effective March 1, 1994, the Company entered into a
three-year employment agreement with Dr. Tipermas for his services as Executive
Vice President and Director of Corporate Development of the Company. Dr.
Tipermas also is a director of the Company. In addition to delineating Dr.
Tipermas' areas of responsibility and reporting line, the agreement provides
for: a minimum base salary of $290,000 in fiscal year 1996 and $300,000 in
fiscal year 1997; annual bonus compensation to be determined by the Compensation
Committee of the Company's Board of Directors (in amounts specified in the
agreement and with a minimum cash bonus of $45,000 to be paid at the beginning
of fiscal year 1996); severance payments as provided under the Company's Senior
Executive Officers Severance Plan; eligibility under the Company's employee
benefit plans; cancellation of 60,000 existing options to purchase the Company's
Common Stock at exercise prices ranging from $8.25 to $9.51; the grant of
125,000 options (vesting in 31,250 increments over four years and expiring on
November 15, 1999) at fair market value on the date of grant ($3.48 on April 4,
1994); and a one-year non-competition period following voluntary or "for cause"
employment termination.
AGREEMENTS AND TRANSACTIONS WITH OTHER EXECUTIVE OFFICERS
Michael K. Goldman. Effective February 28, 1994, the Company and Mr.
Goldman agreed to terminate Mr. Goldman's Amended Executive and Compensation
Agreements originally signed in December 1990. Effective March 1, 1994, the
Company and Mr. Goldman entered into an employment arrangement under which Mr.
Goldman (a) serves as an employee of the Company at a specified annual salary;
(b) received the $50,000 special cash payment provided for in his December 1990
Compensation Agreement; and (c) was designated, with certain specified
restrictions, as a participant in the Senior Executive Officers Severance Plan.
In addition, all then-unvested options previously granted to Mr. Goldman vested
as of March 1, 1994. The Company and Mr. Goldman also agreed to amend the terms
of Mr. Goldman's outstanding loan with the Company as follows: the principal
shall be due upon demand by the Company but no later than February 28, 1999;
interest from May 16, 1994, shall accrue on the outstanding principal at 6% per
annum; and payment of interest will be deferred until such time as the principal
is due. No interest shall accrue or be payable on such deferred interest. Mr.
Goldman's loan is secured by 33,134 shares of the Company's Common Stock and is
non-recourse to Mr. Goldman. The Company and Mr. Goldman agreed that if the
value of the pledged stock is less than the then-outstanding amount of principal
and interest at the time of loan repayment demand (or February 28, 1999, at the
latest), then the Company will retire the principal and interest by considering
the pledged shares to have been sold back to the Company (within the constraints
set forth in the Company's debt and equity instruments). The outstanding balance
as of the March 6, 1996, Record Date was $191,647.00, plus accrued interest. The
largest aggregate amount of Mr. Goldman's indebtedness to the Company
outstanding at any time from March 1, 1995, to December 31, 1995, was
$191,647.00.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Proxy Statement Page 18
<PAGE>
STOCK PERFORMANCE GRAPH
[GRAPH APPEARS HERE]
The above graph plots cumulative shareholder returns on a $100
investment in ICF Kaiser International, Inc. Common Stock for the past five
years. The S&P 500 Index and an environmental index are shown for comparison and
include reinvestment of dividends where applicable. The environmental index
includes the following eight companies: Harding Associates, Incorporated;
International Technologies Corporation; EA Engineering, Science, and Technology,
Inc.; Jacobs Engineering; EMCON; OHM Corporation; TRC Companies; and Roy F.
Weston, Inc. This is the same index used by the Company in its 1995 Proxy
Statement.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Cumulative Shareholder Return
- --------------------------------------------------------------------------------------
Last trading date in
------------------------------------------------------
Fiscal Fiscal Fiscal Fiscal Fiscal Calendar
1991 1992 1993 1994 1995 1995
<S> <C> <C> <C> <C> <C> <C>
ICF Kaiser International, Inc. $ 100 $ 60.87 $ 64.13 $ 42.39 $ 27.17 $ 36.96
- --------------------------------------------------------------------------------------
S&P 500 $ 100 $130.47 $140.41 $154.56 $156.60 $215.45
- --------------------------------------------------------------------------------------
Peer Group $ 100 $141.99 $125.05 $110.51 $ 83.96 $ 94.08
======================================================================================
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Powers of the Compensation Committee
The Board of Directors has delegated certain of its powers to its
Compensation Committee (the "Committee"). On behalf of the Board, the Committee
reviews the annual salary, bonuses, and other benefits (direct and indirect)
paid to the CEO and those persons designated as executive officers under SEC
rules and regulations. The Committee reviews employment agreements and other
employment-related arrangements (both proposed and existing) with persons who
are or will become executive officers. During the period from March 1 to
December 31, 1995 (the Company's most recent fiscal period because of a fiscal
year-end change), the Committee reviewed and recommended for approval of the
Board of Directors all stock options granted to executive officers and certain
other key employees under the Stock Incentive Plan.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Proxy Statement Page 19
<PAGE>
The Committee reviews and submits to the full Board of Directors its
recommendations concerning new executive compensation plans or new stock plans
and its recommendations for amendments to existing plans. On behalf of the
Board, the Committee administers the Company's Stock Incentive Plan, the
Employee Stock Purchase Plan, the Section 401(k) Plan, the Retirement Plan, the
Non-employee Directors Stock Option Plan, the Senior Executive Officers'
Severance Plan, and all welfare benefit plans to the extent such plans require
the involvement of the Board of Directors. The Committee has authority to
determine whether indemnification of officers, directors, and/or employees
should be provided in specific cases. Finally, the Committee has the power to
establish, and then periodically review, the Company's policies in the area of
management perquisites, with the full Board of Directors having final decision-
making authority with respect to perquisites for executive officers and other
members of senior management. The Company does not grant significant
perquisites to any of its employees. In April 1995, the Board of Directors
amended the Stock Incentive Plan to provide that the Chief Executive Officer of
the Company would have authority under that Plan to grant options to key
employees provided those key employees are not executive officers of the
Company.
The Company's Executive Compensation Philosophy
The Company's executive compensation philosophy has not changed
significantly since fiscal year 1993. Based on compensation data provided to it
by an independent compensation consulting firm regarding positions of similar
content in the industrial sector, the Company developed its compensation
philosophy: (a) to provide levels of total direct compensation (including
compensation for the CEO) at approximately the 50th percentile to 25% above the
50th percentile of total direct compensation paid to comparable employees by
other companies and (b) to reward performance (including performance by the CEO)
based on the individuals' initiative, achievements, and contributions to overall
corporate performance during the fiscal year.
The key elements of executive compensation are salary, annual bonuses
(primarily designed to reward one-year performance and to attract and retain
highly qualified executive officers), and grants of stock options (primarily
based on long-term performance and designed to provide strong incentives for
superior, long-term future performance). The Committee takes into account the
Company's overall performance during the fiscal year and generally gives this
corporate performance factor approximately equal weight to individual
performance when making executive compensation decisions. As mentioned above,
the Company does not grant significant perquisites to its employees or officers.
Named Executive Officers
During the ten months ended December 31, 1995, the executive officers
named in the Summary Compensation Table on page 13 of this Proxy Statement were:
James O. Edwards, Chief Executive Officer; Stephen W. Kahane, Executive Vice
President; Richard K. Nason, Executive Vice President and Chief Financial
Officer; Alvin S. Rapp, Executive Vice President; and Marc Tipermas, Executive
Vice President. In this Report, any executive officer named in the referenced
Table will be referred to as a "Named Executive Officer."
Compensation of the Chief Executive Officer
The December 1994 employment agreement signed with Mr. Edwards is
described on page 17 of this Proxy Statement. In the 1995 Proxy Statement, the
Compensation Committee disclosed its determination that signing the then-new
employment agreement with Mr. Edwards was in the best interests of the Company
in that it secured Mr. Edwards' services to the Company through 1997 while also
providing the Company with one-year non-competition and non-solicitation-of-
employees periods following the termination of Mr. Edwards' employment.
During the ten months ended December 31, 1995, the Compensation
Committee approved a total bonus of $90,000 to Mr. Edwards, primarily in
recognition of his services to the Company in winning the award of the
Performance Based Integrated Management Contract at the U.S. Department of
Energy's Rocky Flats Environmental Technology Site near Denver, Colorado, and in
arranging for CH2M Hill Companies, Ltd. to join with the Company for that
successful bid. This Rocky Flats contract added approximately $3.0 billion to
the Company's backlog, and the Compensation Committee determined that the amount
of the bonus was a fair award to recognize Mr. Edwards' efforts.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Proxy Statement Page 20
<PAGE>
Pre-existing Agreements Affecting Executive Compensation in Calendar Year 1995
During the ten months ended December 31, 1995, the decisions on
compensation and annual bonuses to be paid to all Named Executive Officers were
based primarily on the Company's legal obligations to each of them under pre-
existing employment agreements or arrangements described on pages 17-18 of this
Proxy Statement. It is the opinion of the Committee that these agreements and
arrangements continue to be in the best interests of the Company in that they
assure the Company of the continued, long-term service of these individuals at
compensation levels appropriate for the positions they now hold.
Bonus Award to a Named Executive Officer
During the ten months ended December 31, 1995, the Compensation
Committee approved a bonus award of $65,000 to Dr. Tipermas, primarily in
recognition of his efforts on behalf of the Company which resulted in the award
of the Rocky Flats contract described above; an additional $45,000 bonus amount
was paid as required under Dr. Tipermas' 1994 employment agreement described on
page 18 of this Proxy Statement.
The Company's Long-term Incentive Award Program
At its April 24, 1995, meeting, the Committee considered and approved
the adoption of a new Long-term Incentive Award Program under the Stock
Incentive Plan (the "New LTI"). The New LTI replaced the Long-term Incentive
Compensation Plan which had been in effect since March 1, 1992; no awards had
been made under that plan because the Company's earnings per share fell below
the threshold amount required for award grants.
The New LTI, like the former plan, is designed to serve several
purposes: to continually focus and influence executive management decision-
making on the long-term growth and profit goals of the Company; to provide a
long-term incentive vehicle (option grants and awards of restricted stock) that
will provide some retention "handcuffs" (stability) to the work force during the
vesting periods for the options and stock; to provide option grants and awards
of restricted stock that are market competitive; and to provide significant
financial rewards to key employees in tandem with shareholders' accumulation of
wealth. No options or restricted stock awards have been awarded under the New
LTI because the Company's earnings for the ten months ended December 31, 1995,
fell below the threshold amount required for award grants. New thresholds have
been set for future grants and awards.
The Company's Senior Executive Officers Severance Plan
The terms of the SEOSP are described on page 16 of this Proxy
Statement. No actions with respect to the SEOSP were taken by the Compensation
Committee during the ten months ended December 31, 1995.
This report is being submitted by the following members of the Compensation
Committee:
<TABLE>
<S> <C>
VOTING MEMBERS DURING EX-OFFICIO AND NON-VOTING
MARCH 1 TO DECEMBER 31, 1995 MEMBER DURING MARCH 1 TO
AND AS OF THE DATE OF THIS DECEMBER 31, 1995 AND AS OF THE
PROXY STATEMENT: DATE OF THIS PROXY STATEMENT:
Tony Coelho (Chairman) James O. Edwards
Gian Andrea Botta
Frederic V. Malek
</TABLE>
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. 1996 Proxy Statement Page 21
<PAGE>
OTHER MATTERS
At April 2, 1996, management was not aware that any matters not
referred to on the enclosed proxy card would be presented for action at the
meeting. If any such matter properly comes before the meeting, shares
represented by proxies in the accompanying form will be voted with respect
thereto in accordance with the judgment of the holders of such proxies. This
Proxy Statement is provided by direction of the Board of Directors.
Director Nominations. Shareholders wishing to nominate persons for
election as a director at the 1997 Annual Meeting, or otherwise to present
business at that meeting, must do so pursuant to a timely notice sent in writing
to the Secretary of the Company, ICF Kaiser International, Inc., 9300 Lee
Highway, Fairfax, Virginia 22031. To be timely, the notice must be received by
the Company at the above address no earlier than February 2, 1997, and no later
than March 3, 1997. A shareholder's notice of nomination must set forth:
(a) as to each person who is not an incumbent director whom a shareholder
proposes to nominate for election or re-election 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 Company
which are beneficially owned by such person, and
(iv) any other information relating to such person that is required
to be disclosed in solicitation for proxies for elections 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 shareholder giving the notice
(i) the name and record address of such shareholder and
(ii) the class and number of shares of capital stock of the Company
which are beneficially owned by such shareholder. Such notice
shall be accompanied by the written consent of each proposed
nominee to serve as a director of the Company if elected.
The Company may require any proposed nominee to furnish such other
information as reasonably may be required by the Company to determine the
eligibility of such proposed nominee to serve as a director of the Company.
Persons nominated by shareholders for election as a director will not be
eligible to serve as a director, unless nominated in accordance with the
foregoing procedures.
Shareholder Proposals and Other Business. The 1997 Annual Meeting of
Shareholders is scheduled to be held on Friday, May 2, 1997. Shareholders
wishing to submit proposals to be included in the Proxy Statement for the 1997
Annual Meeting should submit them in writing to the Secretary of the Company,
ICF Kaiser International, Inc., 9300 Lee Highway, Fairfax, Virginia 22031, no
later than December 15, 1996. A shareholder's notice with respect to other
business to be brought before the 1997 Annual Meeting by such shareholder must
set forth as to each matter of business:
(a) a brief description of such business and the reasons for conducting it
at the meeting,
(b) the name and address of the shareholder proposing such business,
(c) the class, series, and number of shares of the capital stock of the
Company beneficially owned by such shareholder, and
(d) any material interest of such shareholder in such business.
Paul Weeks, II
Senior Vice President, General Counsel
April 2, 1996 and Secretary
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ICF Kaiser International, Inc. Proxy Statement Page 22
<PAGE>
ICF KAISER INTERNATIONAL, INC. STOCK INCENTIVE PLAN
(as amended and restated through March 1, 1996)
1. Purpose. The purpose of this plan ("Plan") is to promote the interests
of ICF Kaiser International, Inc. ("ICF Kaiser") by affording its key employees
an incentive, by means of an opportunity to acquire ICF Kaiser's Common Stock,
par value $0.01 per share, and to share in the increase in the value of the
Common Stock, to remain in the employ of the Company, and to exert their maximum
efforts in its behalf.
2. Administration. The Plan shall be administered by the Compensation
Committee ("Committee") of the Board of Directors of ICF Kaiser ("Board"). In
addition to its duties with respect to the Plan stated elsewhere in the Plan,
the Committee shall have full authority, consistent with the Plan, to interpret
the Plan, to promulgate such rules and regulations with respect to the Plan as
it deems desirable, and to make all other determinations necessary or desirable
for the administration of the Plan. All decisions, determinations, and
interpretations of the Committee shall be binding upon all persons. The
Committee may delegate to the Chief Executive Officer of ICF Kaiser (the "CEO")
the discretion (a) to select Participants to whom Options shall be granted from
among the key employees of ICF Kaiser and its Subsidiaries, other than key
employees of ICF Kaiser who are required to file reports with the Securities and
Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of
1934, as amended, and (b) as set forth below in the Plan, to perform such other
functions of the Committee as are specified in this Plan with respect to
Participants other than key employees of ICF Kaiser who are required to file
reports with the Securities and Exchange Commission pursuant to Section 16(a) of
the Securities Exchange Act of 1934, as amended.
3. Shares Subject to the Plan. The aggregate combined number of shares of
Common Stock which may be covered by stock options ("Options"), stock
appreciation rights ("SARs"), restricted shares ("Restricted Shares"), and
restricted stock units ("Restricted Stock Units") granted pursuant to the Plan
is 6,000,000 shares, subject to adjustment under Section 9. Shares which may be
delivered on exercise or settlement of Options, SARs, Restricted Shares, or
Restricted Stock Units may be previously issued shares reacquired by ICF Kaiser
or authorized but unissued shares. Shares covered by Restricted Shares or
Restricted Stock Units that are forfeited and shares covered by Options that
expire unexercised or are canceled (without having been surrendered upon the
exercise of SARs, whether settled in cash or Common Stock) shall again be
available for grant under the Plan.
4. Eligibility. The Committee or the CEO, as the case may be, shall from
time to time in its or his or her discretion select the employees to whom
Options, SARs, Restricted Shares, and Restricted Stock Units shall be granted
("Participants") from among the key employees of ICF Kaiser and its subsidiary
corporations ("Subsidiaries").
5. Options.
(a) The Committee or the CEO, as the case may be, shall in its or his
or her discretion determine the time or times when options shall be granted and
the number of shares of Common Stock to be subject to each Option. In the case
of an incentive stock option, as defined in Section 422(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), the aggregate fair market value
(determined as of the date the Option is granted) of the stock which for any
Options may become exercisable by a Participant for the first time by such
individual during any calendar year (under all incentive stock option plans of
ICF Kaiser and its Subsidiaries) shall not exceed $100,000. Options may be
granted under the Plan on such terms and conditions as the Committee considers
appropriate, which may differ from those provided in the Plan, where such
Options are granted in substitution for stock options held by employees of other
companies who concurrently become employees of ICF Kaiser or a Subsidiary as the
result of a merger or consolidation of the employing company with, or the
acquisition of the property or stock of the employing company by, ICF Kaiser or
a Subsidiary.
(b) Except as provided in paragraph (d), each option shall be for
such term as the Committee or the CEO, as the case may be, shall determine, but
not more than 10 years from the date it is granted, except that the term of an
option other than an incentive stock option may extend up to 11 years from the
date the Option is granted if the Participant dies within the 10th year
following the date of grant.
(c) Except as provided in paragraphs (a) and (d), the purchase price
for each share of Common Stock subject to an Option shall be not less than the
fair market value of the Common Stock on the date the Option is granted.
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<PAGE>
(d) In the case of an incentive stock option, as defined in Section
422(b) of the Code, granted to an employee who at the time the Option is granted
owns (within the meaning of Section 422(b)(6) of the Code) stock possessing more
than 10 percent of the total combined voting power of all classes of stock of
the corporation employing such employee or of its parent corporation or a
subsidiary corporation (as defined in Sections 424(e) and 424(f), respectively,
of the Code), the purchase price for each share of Common Stock subject to the
Option shall be at 110 percent of the fair market value of the shares at the
time such Option is granted and such Option shall not be exercisable after the
expiration of five years from the date such option is granted.
(e) Exercise of an Option shall be by written notice in the form and
manner determined by the Committee. Except as otherwise determined by the
Committee or the CEO, as the case may be, no Option may be exercised to any
extent before one year from the date of grant. The Committee or the CEO, as the
case may be, in its or his or her discretion may (1) determine installment
exercise terms for an option under which it may be exercised in a series of
cumulative installments, (2) prescribe rules limiting the frequency of exercise
of options or the minimum number of shares that may be exercised at any one
time, (3) determine the form of consideration (including cash, shares of Common
Stock, or any combination thereof) which may be accepted in payment of the
purchase price of shares purchased pursuant to the exercise of an Option, and
(4) prescribe such other rules or conditions as it considers appropriate
regarding the exercise of Options granted under the Plan.
(f) In the case of incentive stock options, the instruments
evidencing such Options shall provide that if, within two years from the date of
grant of the Option or within one year after the transfer of shares of Common
Stock to the Participant on exercise of the option, the Participant makes a
disposition (as defined in Section 424(c) of the Code) of any shares of such
Common Stock, the Participant shall notify ICF Kaiser of such disposition in the
manner and within such time as the Committee in its discretion shall determine.
The Committee may direct that a legend restricting transfer in the absence of
appropriate notification be affixed to any stock certificates representing
Common Stock transferred under the Plan.
(g) Each Option shall be evidenced by a written instrument which
shall state such terms and conditions which are not inconsistent with the
provisions of the Plan as the Committee or the CEO, as the case may be, in its
or his or her discretion shall determine and approve, including terms and
conditions regarding the exercise of Options upon termination of employment.
(h) The Committee may, in its discretion, make loans available to
Participants, on reasonable terms, with funds to be provided by ICF Kaiser, to
facilitate payment by any Participant of the exercise price of, or any tax
withholding obligation incurred with respect to, any options, SARs, Restricted
Shares, or Restricted Stock Units granted under the Plan after the adoption of
this provision. The Committee or ICF Kaiser may, in their respective discretion,
take other steps to enable ICF Kaiser to facilitate the payment of such exercise
price or tax withholding obligations, including but not limited to arranging for
the provision of loans by, or other arrangements with, third parties, including
but not limited to banks or brokers, with or without a guarantee of such loans
by ICF Kaiser.
6. Stock Appreciation Rights. The Committee may from time to time grant
SARs unrelated to Options or related to Options or portions of Options granted
to Participants under the Plan. Each SAR shall be evidenced by a written
instrument and shall be subject to such terms and conditions as the Committee
may determine. The Participant may exercise an SAR or portion thereof, and
thereupon shall be entitled to receive payment of an amount equal to the
aggregate appreciation in value of the shares as to which the SAR is awarded,
which may be shares of Common Stock, as measured by the difference between the
purchase price of such shares and their fair market value at the date of
exercise. Such payments may be made in cash, in shares of Common Stock valued at
fair market value as of the date of exercise, or in any combination thereof, as
the Committee in its discretion shall determine.
7. Restricted Shares and Restricted Stock Units.
(a) The Committee may from time to time, and subject to the
provisions of the Plan and such other terms and conditions as the Committee may
determine, grant Restricted Shares and Restricted Stock Units under the Plan.
Each grant of Restricted Shares and Restricted Stock Units shall be evidenced by
a written instrument which shall state the number of Restricted Shares or
Restricted Stock Units covered by the grant and the terms and conditions which
the Board shall have determined with respect to such grant. Restricted Shares
shall be shares of Common Stock. Each Restricted Stock Unit shall be equivalent
in value to a share of Common Stock.
A-2
<PAGE>
(b) A stock certificate representing the Restricted Shares granted to
a Participant shall be registered in the Participant's name but shall be held in
custody by ICF Kaiser for the Participant's account. The Participant generally
shall have the rights and privileges of a shareholder as to such Restricted
Shares, including the right to vote or otherwise act as a shareholder with
respect to such Restricted Shares, except that the following restrictions shall
apply: (i) the Participant shall not be entitled to delivery of the certificate
until the expiration or termination of the Restriction Period (as defined
herein) and the satisfaction of any other conditions prescribed by the
Committee; (ii) none of the Restricted Shares may be sold, transferred,
assigned, pledged, or otherwise encumbered or disposed of prior to termination
of the Restriction Period; (iii) the Participant shall forfeit and immediately
transfer back to ICF Kaiser without payment all of the Restricted Shares, and
all rights of the Participant to such Restricted Shares shall terminate without
further obligation on the part of ICF Kaiser, if and when the Participant ceases
to be either an employee or a director of ICF Kaiser or any of its Subsidiaries
prior to expiration or termination of the Restriction Period and the
satisfaction of any other conditions prescribed by the Committee applicable to
such Restricted Shares. Cash dividends, if any, with respect to the Restricted
Shares shall be paid to the Participant.
(c) Upon the expiration or termination of the Restriction Period and
the satisfaction of any other conditions prescribed by the Committee, the
restrictions applicable to the Restricted Shares shall lapse and a stock
certificate for the number of Restricted Shares with respect to which the
restrictions have lapsed shall be delivered, free of all such restrictions, to
the Participant or the Participant's beneficiary or estate, as the case may be.
ICF Kaiser shall not be required to deliver any fractional share of Common Stock
but will pay, in lieu thereof, the fair market value (determined as of the date
the restrictions lapse) of such fractional share to the Participant or the
Participant's beneficiary or estate, as the case may be. No payment will be
required from the Participant upon the issuance or delivery of any Restricted
Shares, except that any amount necessary to satisfy applicable federal, state,
or local tax requirements shall be withheld or paid promptly upon notification
of the amount due and prior to or concurrently with the issuance or delivery of
a certificate representing such shares.
(d) Vesting of each grant of Restricted Shares and Restricted Stock
Units shall require the Participant to remain an employee or a director of ICF
Kaiser or of a Subsidiary for a prescribed period (the "Restriction Period"),
which period may be subject to acceleration upon the occurrence of certain
events, as the Committee may determine and specify in the written instrument
evidencing such grant. The Committee shall determine the Restriction Period or
Periods which shall apply to the shares of Common Stock covered by each grant of
Restricted Shares or Restricted Stock Units, provided that in no case shall the
Restriction Period be less than one year, subject to adjustment as set forth
above. All Restricted Stock Units granted to a Participant under the Plan shall
terminate without further obligation on the part of ICF Kaiser if and when the
Participant ceases to be an employee or a director of ICF Kaiser or any of its
Subsidiaries prior to expiration or termination of the Restriction Period and
the satisfaction of any other conditions prescribed by the Committee applicable
to Restricted Stock Units, and in such event the Participant shall not be
entitled to receive any payment with respect to those Restricted Stock Units,
except as provided in paragraph (f).
(e) Upon expiration of the Restriction Period or Periods applicable
to each grant of Restricted Stock Units, the Participant shall, without payment
on his or her part, be entitled to receive payment in an amount equal to the
aggregate fair market value of the shares of Common Stock covered by such grant
on the date of expiration. Such payment may be made in cash, in shares of Common
Stock equal to the number of Restricted Stock Units with respect to which such
payment is made, or in any combination thereof, as the Committee in its
discretion shall determine. Any payment in cash shall reduce the number of
shares of Common Stock which may be covered by Restricted Stock Units granted
under the Plan, as provided in Section 3, to the extent of the number of
Restricted Stock Units to which such payment relates.
(f) A Participant whose Restricted Stock Units have not previously
terminated shall be entitled to receive payment in an amount equal to each cash
dividend ICF Kaiser would have paid to such Participant during the term of those
Restricted Stock Units as if the Participant had been the owner of record of the
shares of Common Stock covered by such Restricted Stock Units on the record date
for the payment of such dividend. Payment of each such dividend equivalent shall
be made on the payment date of the cash dividend with respect to which it is
made, or as soon as practicable thereafter.
8. Long-Term Incentive Award Program. The Committee shall have the
discretion to grant non-statutory Options and/or Restricted Shares to
Participants pursuant to the terms of a Long-Term Incentive Award Program
(LTIAP) designed to accomplish the purposes of the Plan. Under the LTIAP, the
Committee shall have the
A-3
<PAGE>
discretion to grant conditionally non-statutory Options and/or Restricted Shares
to Participants, which Options and/or Restricted Shares shall be forfeited in
the event that earnings per share (EPS) targets determined at the time of the
conditional grant are not subsequently achieved by ICF Kaiser. EPS targets, if
any are set, shall be determined by the Committee on an annual basis. All other
terms and conditions of the LTIAP shall be determined by the Committee in its
discretion and shall not be inconsistent with the provisions of the Plan.
9. Adjustment Upon Changes in Capitalization. If there is a change in the
number or kind of outstanding shares of ICF Kaiser's stock by reason of a stock
dividend, stock split, recapitalization, merger, consolidation, combination or
other similar event, or if there is a distribution to shareholders of ICF
Kaiser's Common Stock other than a cash dividend, appropriate adjustments shall
be made by the Committee to the number and kind of shares subject to the Plan;
the number and kind of shares under Options, SARs, Restricted Shares, and
Restricted Stock Units then outstanding; the maximum number of shares available
for options, SARs, Restricted Shares, and Restricted Stock Units; the purchase
price for shares of Common Stock covered by Options; and other relevant
provisions, to the extent that the Committee, in its sole discretion, determines
that such changes make such adjustments necessary to be equitable. Similar
adjustments may also be made by the Committee in its discretion if substitute
Options are granted pursuant to Section 5(a).
10. Transferability of Options, SARs, Restricted Shares, and Restricted
Stock Units. Options that are intended to be incentive stock options, SARs,
Restricted Shares, and Restricted Stock Units shall be nonassignable and
nontransferable by the Participant, other than by will or the laws of descent
and distribution, and shall be exercisable during the Participant's lifetime
only by the Participant or his guardian. Options that are designated at the time
of grant as Options that are not incentive stock options may be transferred or
assigned only to a person who is at the time of such transfer an employee of ICF
Kaiser or a Subsidiary, except that any such options held by persons subject to
the reporting obligations of Section 16(a) of the Securities Exchange Act of
1934, as amended, may not be transferred or assigned other than by will or the
laws of descent and distribution.
11. Laws and Regulations. The Plan, the grant and exercise of Options,
SARs, Restricted Shares, and Restricted Stock Units, and the obligation of ICF
Kaiser to sell or deliver shares of Common Stock under the Plan shall be subject
to all applicable laws, regulations, and rules.
12. No Employment Rights. Nothing in the Plan shall confer upon any
employee of ICF Kaiser or a Subsidiary any right to continued employment or
interfere with the right of ICF Kaiser or a Subsidiary to terminate his or her
employment at any time.
13. Tax Withholding. Any payment to or settlement with a Participant in
cash or in Common Stock pursuant to any provision of the Plan shall be subject
to withholding of income tax, FICA tax, or other taxes to the extent ICF Kaiser
or a Subsidiary is required to make such withholding. Any required withholding
payable by a Participant with respect to any tax may be paid in cash, in whole
shares of Common Stock, or in a combination of whole shares of Common Stock and
cash, having an aggregate fair market value equal to the amount of any required
withholding obligation.
14. Termination; Amendments.
(a) The Board may at any time terminate the Plan. Unless the Plan
shall previously have been terminated by the Board, it shall terminate on
December 31, 2005. No Option, SAR, Restricted Share, or Restricted Stock Unit
may be granted after such termination.
(b) The Board may at any time or times amend the Plan or amend any
outstanding Options, SARs, Restricted Shares, or Restricted Stock Units for the
purpose of satisfying the requirements of any changes in applicable laws or
regulations or for any other purpose which at the time may be permitted by law,
provided that no amendment of any outstanding Options, SARs, Restricted Shares,
or Restricted Stock Units shall contain terms or conditions inconsistent with
the provisions of the Plan as determined by the Committee.
A-4
<PAGE>
(c) Except as provided in Section 9, no such amendment shall, without
the approval of the shareholders of ICF Kaiser: (i) increase the maximum number
of shares of Common Stock for which Options, SARs, Restricted Shares or
Restricted Stock Units may be granted under the Plan; (ii) except to the extent
required or permitted under Section 5(a) in the case of substitute Options,
reduce the price at which options may be granted below the price provided for in
Section 5(c); (iii) reduce the option price of outstanding Options; (iv) extend
the period during which Options, SARs, Restricted Shares, or Restricted Stock
Units may be granted; (v) except to the extent permitted or required under
Section 5(a) in the case of substitute Options, extend the period during which
an outstanding Option may be exercised beyond the maximum period provided for in
Section 5(b); (vi) materially increase in any other way the benefits accruing to
Participants; or (vii) change the class of persons eligible to be Participants.
15. Effective Date. The Plan shall become effective upon approval by the
Board; provided, however, that the Plan shall be submitted to the shareholders
for approval, and if not approved by the shareholders within one year from the
date of approval by the Board, shall be of no force and effect. Options, SARs,
Restricted Shares, and Restricted Stock Units granted by the Committee before
approval of the Plan by the shareholders shall be granted subject to such
approval and shall not be exercisable or payable before such approval. Options,
SARs, and Restricted Stock Units may be granted by the Committee, or other
actions may be taken under or with respect to the Plan, pursuant to any Plan
amendment that is subject to shareholder approval, prior to the receipt of such
shareholder approval, provided that such Options, SARs, Restricted Shares, and
Restricted Stock Units shall not be exercisable or payable before such approval.
A-5
<PAGE>
Proxy Solicited on Behalf of the Board of Directors of the
ICF KAISER Company for the Annual Meeting of Shareholders to be held
on Saturday, May 4, 1996
The undersigned hereby constitutes and appoints James O. Edwards, Richard K.
Nuson, and Paul Weeks, II, and each of them, his or her true and lawful agents
and proxies with full powers of substitution in each, to represent the
undersigned at the Annual Meeting of Shareholders of ICF KAISER INTERNATIONAL,
INC. to be held at the headquarters of the Company, 9300 Lee Highway, Fairfax,
Virginia, on Saturday, May 4, 1996, at 9:00 a.m., and at any adjournments
thereof, on all matters coming before said meeting.
Election of Directors, Nominees: Thomas C. Jorling
Frederic V. Malek
Robert W. Page, Sr.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. The Proxies named above cannot
vote your shares unless you sign and return this card.
- --------------------------------------------------------------------------------
ICF KAISER Annual Meeting
of Shareholders
May 4, 1996
9:00 a.m.
Auditorium
9300 Lee Highway
Fairfax, VA 22031
IMPORTANCE NOTICE:
The reverse side of this Proxy Card shows the number of shares of ICF Kaiser
International, Inc. Common Stock that you own in your own name. If the reverse
side of this Proxy Card shows that you own shares through the ICF Kaiser
International, Inc. Retirement, Section 401(k), or Employee Stock Ownership
Plans ("employee benefit plan shares"), please note: your proxy card must be
received by ICF Kaiser's stock transfer agent before the close of business on
Tuesday, April 30, 1996, in order for your voting instructions to have effect.
Please use the enclosed postage-paid, addressed envelope to vote your employee
benefit plan shares; you must mail your Proxy Card in sufficient time for it to
be received by ICF Kaiser's stock transfer agent on or before April 30, 1996. If
your Proxy Card with your voting instructions has not been received by close of
business on April 30, 1996, the shares will be voted by the Trustee for the
referenced Plans at the instructions of the Plan Committees, in their
discretion.
<PAGE>
[X] Please mark your 7225
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR election of
directors, FOR proposal 2, and FOR proposal 3.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR election of directors and FOR
proposals 2 and 3.
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of [___] [___]
Directors
(see reverse)
For, except vote withheld from the following nominee (s):
- ------------------------------------------------
2. Approval of FOR AGAINST ABSTAIN
Appointment of [___] [___] [___]
Independent
Public
Accountants
FOR AGAINST ABSTAIN
3. Approval of [___] [___] [___]
Amendment of
Stock Incentive
Plan
- --------------------------------------------------------------------------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
The signer hereby revokes all proxies heretofore given by the signer to vote at
said meeting or any adjournments thereof.
-------------------------------------------------------
-------------------------------------------------------
SIGNATURE(S) DATE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
Annual Meeting
of
ICF Kaiser International, Inc.
Shareholders
Saturday, May 4, 1996
9:00a.m.
Auditorium
9300 Lee Highway
Fairfax, VA
================================================================================
Agenda
------
* Election of three directors
* Approval of the appointment of independent public accountants
* Approval of announcement of Stock Incentive Plan
* Report of the progress of the Company
* Questions from shareholders in attendance
================================================================================
