<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
----------------------------
FORM 11-K
----------------------------
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
for the transition period from to
----- -----
COMMISSION FILE NUMBER 1-12248
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ICF Kaiser International, Inc. Section 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, Virginia 22031-1207
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
_______________
FINANCIAL STATEMENTS
as of December 31, 1995 and 1994 and
for the years then ended
and report thereon
_____
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
Financial Statements
<TABLE>
<S> <C>
Report of Independent Accountants 1
Statements of Net Assets Available for Benefits with Fund Information 2-3
Statements of Changes in Net Assets Available for Benefits with Fund Information 4-5
Notes to Financial Statements 6-10
Item 27a - Schedule of Assets Held for Investment Purposes 11
Item 27d - Schedule of Reportable Transactions 12
</TABLE>
<PAGE>
Report of Independent Accountants
---------------------------------
ICF Kaiser International, Inc. 401(k) Plan Committee
Fairfax, Virginia
We have audited the accompanying statements of net assets available for benefits
of the ICF Kaiser International, Inc. Section 401(k) Plan (the Plan) as of
December 31, 1995 and 1994, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 31, 1995 and reportable transactions
for the year ended December 31, 1995 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for benefits and the statements of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Coopers & Lybrand, L.L.P
Washington, D.C.
April 26, 1996
1
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------------------------------------------------------------
VANGUARD VANGUARD VANGUARD
VANGUARD W.L. MORGAN INVESTMENT MONEY VANGUARD VANGUARD VANGUARD
WELLINGTON GROWTH GRADE BOND MARKET INDEX 500 EXPLORER PRIMECAP
FUND FUND FUND FUND FUND FUND FUND
--------------- ------------ ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Mutual funds $24,706,349 $10,406,949 $7,314,668 $16,094,203 $17,833,175 $590,688 $23,571
Loans to participants - - - - - - -
----------- ----------- ---------- ----------- ----------- -------- -------
24,706,349 10,406,949 7,314,668 16,094,203 17,833,175 590,688 23,571
Employee contributions receivable 78,397 45,394 26,872 41,062 75,999 8,307 720
Employer contributions receivable 20,563 11,508 7,193 10,855 19,505 2,111 172
Loan payment receivable 6,139 3,994 2,305 4,398 6,070 334 37
----------- ----------- ---------- ----------- ----------- -------- -------
Net assets available for benefits $24,811,448 $10,467,845 $7,351,038 $16,150,518 $17,934,749 $601,440 $24,500
=========== =========== ========== =========== =========== ======== =======
<CAPTION>
PARTICIPANT DIRECTED
----------------------------
VANGUARD
INTERNATIONAL
GROWTH ICF KAISER LOANS
PORTFOLIO STOCK FUND TO PARTICIPANTS TOTAL
------------- ------------- --------------- ----------
<S> <C> <C> <C> <C>
Assets:
Investments at fair value:
Mutual funds $832,057 $747,744 $ - $78,549,404
Loans to participants - - 2,282,457 2,282,457
-------- -------- ---------- -----------
832,057 747,744 2,282,457 80,831,861
Employee contributions receivable 9,394 5,767 - 291,912
Employer contributions receivable 2,362 1,617 - 75,886
Loan payment receivable 500 356 - 24,133
-------- -------- ---------- -----------
Net assets available for benefits $844,313 $755,484 $2,282,457 $81,223,792
======== ======== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------
VANGUARD VANGUARD VANGUARD
VANGUARD W.L. MORGAN INVESTMENT MONEY VANGUARD
WELLINGTON GROWTH GRADE BOND MARKET INDEX 500 ICF KAISER
FUND FUND FUND FUND FUND STOCK FUND
---------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Mutual funds 18,558,437 $6,874,063 $5,440,493 $15,616,274 $11,738,121 $427,690
Loans to participants - - - - - -
---------- ---------- ---------- ----------- ----------- --------
18,558,437 6,874,063 5,440,493 15,616,274 11,738,121 427,690
Employee contributions receivable 82,598 44,613 30,377 49,504 72,118 3,869
Employer contributions receivable 20,919 11,366 8,131 13,313 18,382 966
Loan payment receivable 6,054 3,625 2,694 4,458 5,227 132
---------- ---------- ---------- ----------- ----------- --------
Net assets available for benefits 18,668,008 $6,933,667 $5,481,695 $15,683,549 $11,833,848 $432,657
========== ========== ========== =========== =========== ========
<CAPTION>
LOANS
TO PARTICIPANTS TOTAL
--------------- -----------
<S> <C> <C>
Assets:
Investments at fair value:
Mutual funds $ - $58,655,078
Loans to participants 2,043,688 2,043,688
--------- -----------
2,043,688 60,698,766
Employee contributions receivable - 283,079
Employer contributions receivable - 73,077
Loan payment receivable - 22,190
--------- -----------
Net assets available for benefits $2,043,688 $61,077,112
========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------------------------------------
VANGUARD VANGUARD VANGUARD
VANGUARD W.L. MORGAN INVESTMENT MONEY VANGUARD VANGUARD VANGUARD
WELLINGTON GROWTH GRADE BOND MARKET INDEX 500 EXPLORER PRIMECAP
FUND FUND FUND FUND FUND FUND FUND
----------- ----------- ---------- ----------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 2,220,749 $ 1,245,287 $ 795,351 $ 1,293,075 $ 2,077,788 $106,669 $ 720
Employer contributions 572,699 315,944 213,231 344,629 527,876 25,939 172
Assets transferred from other 186,631 211,623 38,239 210,264 408,465 20,642 -
plans
Net appreciation
in fair value of investments 4,881,589 1,692,211 1,030,892 - 4,237,633 19,634 308
Investment Income:
Interest - - - 927,438 - 45,618 -
Dividends 1,216,611 890,769 451,361 - 403,743 - -
----------- ----------- ---------- ----------- ---------- -------- -------
Total additions 9,078,279 4,355,834 2,529,074 2,775,406 7,655,505 218,502 1,200
----------- ----------- ---------- ----------- ---------- -------- -------
Deductions:
Withdrawals or Loan Repayments 2,065,326 853,389 575,961 2,120,392 1,342,126 50,131 -
Trust management fees 14,280 7,579 4,790 13,169 12,229 526 -
----------- ----------- ---------- ----------- ---------- -------- -------
Total deductions 2,079,606 860,968 580,751 2,133,561 1,354,355 50,657 0
----------- ----------- ---------- ----------- ----------- -------- -------
Net assets transferred among funds (855,233) 39,312 (78,980) (174,876) (200,249) 433,595 23,300
----------- ----------- ---------- ----------- ----------- -------- -------
Net increase 6,143,440 3,534,178 1,869,343 466,969 6,100,901 601,440 24,500
Net assets available for benefits
at beginning of year 18,668,008 6,933,667 5,481,695 15,683,549 11,833,848 - -
----------- ----------- ---------- ----------- ----------- -------- -------
Net assets available for benefits
at end of year $24,811,448 $10,467,845 $7,351,038 $16,150,518 $17,934,749 $601,440 $24,500
=========== =========== ========== =========== =========== ======== =======
<CAPTION>
PARTICIPANT DIRECTED
---------------------------
VANGUARD
INTERNATIONAL
GROWTH ICF KAISER LOANS
PORTFOLIO STOCK FUND TO PARTICIPANTS TOTAL
------------- ---------- --------------- ------------
<S> <C> <C> <C> <C>
Additions:
Employee contributions $123,962 $163,544 $ - $ 8,027,145
Employer contributions 30,060 45,659 - 2,076,209
Assets transferred from other 30,060 14,610 - 1,120,534
plans
Net appreciation
in fair value of investments 32,313 163,154 - 12,057,734
Investment Income:
Interest 21,394 - 127,483 1,121,933
Dividends - - - 2,962,484
-------- -------- ---------- -----------
Total additions 237,789 386,967 127,483 27,366,039
-------- -------- ---------- -----------
Deductions:
Withdrawals or Loan Repayments 35,012 12,582 110,359 7,165,278
Trust management fees 682 826 - 54,081
-------- -------- ---------- -----------
Total deductions 35,694 13,408 110,359 7,219,359
-------- -------- ---------- -----------
Net assets transferred among funds 642,218 (50,732) 221,645 -
-------- -------- ---------- -----------
Net increase 844,313 322,827 238,769 20,146,680
Net assets available for benefits
at beginning of year - 432,657 2,043,688 61,077,112
-------- -------- ---------- -----------
Net assets available for benefits
at end of year $844,313 $755,484 $2,282,457 $81,223,792
======== ======== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------
VANGUARD VANGUARD VANGUARD
VANGUARD W.L. MORGAN INVESTMENT MONEY VANGUARD
WELLINGTON GROWTH GRADE BOND MARKET INDEX 500 ICF KAISER
FUND FUND FUND FUND FUND STOCK FUND
------------ ------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions 2,303,278 $ 1,229,435 $ 904,541 $ 1,409,369 $ 1,988,455 $ 40,650
Employer contributions 518,836 273,743 214,449 332,875 446,245 10,716
Assets transferred from other plans 246,762 255,399 77,441 265,050 218,750 166,104
Net appreciation/(depreciation)
in fair value of investments (929,791) (353,046) (738,229) - (197,347) 26,459
Investment Income:
Interest - - - 662,551 - -
Dividends 836,709 259,020 441,957 - 356,655 -
---------- ----------- ---------- ---------- ---------- -----------
Total additions 2,975,794 1,664,551 900,159 2,669,845 2,812,758 243,929
---------- ---------- ---------- ---------- ---------- -----------
Deductions:
Withdrawals or Loan Repayments 1,685,680 665,891 598,640 3,715,871 1,220,857 22
Assets transferred to other plans 321,018 150,675 88,891 302,197 206,724 -
Trust management fees 17,059 9,097 6,524 18,580 14,532 219
---------- ----------- ---------- ---------- ---------- ----------
Total deductions 2,023,757 825,663 694,055 4,036,648 1,442,113 241
---------- ----------- ---------- ---------- ---------- ----------
Net assets transferred among funds 206,296 (99,493) (577,427) (227,347) 79,771 188,969
---------- ----------- ---------- ---------- ---------- ----------
Net increase/(decrease) 1,158,333 739,395 (371,323) (1,594,150) 1,450,416 432,657
Net assets available for benefits
at beginning of year 17,509,675 6,194,272 5,853,018 17,277,699 10,383,432 -
---------- ---------- ---------- ---------- ---------- -----------
Net assets available for benefits
at end of year 18,668,008 $ 6,933,667 $ 5,481,695 $15,683,549 $11,833,848 $ 432,657
========== =========== =========== =========== =========== ===========
<CAPTION>
LOANS
TO PARTICIPANTS TOTAL
--------------- -------------
<S> <C> <C>
Additions:
Employee contributions $ - $ 7,875,728
Employer contributions - 1,796,864
Assets transferred from other plans - 1,229,506
Net appreciation/(depreciation)
in fair value of investments - (2,191,954)
Investment Income:
Interest 106,176 768,727
Dividends - 1,894,341
-------------- -----------
Total additions 106,176 11,373,212
-------------- ------------
Deductions:
Withdrawals or Loan Repayments 92,715 7,979,676
Assets transferred to other plans 17,929 1,087,434
Trust management fees - 66,011
-------------- -----------
Total deductions 110,644 9,133,121
-------------- ------------
Net assets transferred among funds 429,231 -
------------- ------------
Net increase/(decrease) 424,763 2,240,091
Net assets available for benefits
at beginning of year 1,618,925 58,837,021
------------- ------------
Net assets available for benefits
at end of year $ 2,043,688 $ 61,077,112
============== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A--DESCRIPTION OF THE PLAN
The following description of the ICF Kaiser International, Inc. Section 401(k)
Plan (the Plan) provides only general information. Participants should refer to
the plan agreement for more detailed information.
The Plan was established effective March 1, 1989 in accordance with section
401(k) of the Internal Revenue Code. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA) and is administered
by an administrator appointed by ICF Kaiser International, Inc. (the Company).
The Plan is a voluntary, defined contribution plan that allows eligible
employees of the Company to contribute on a pre-tax basis up to 12% of their
compensation, up to a statutory limit. The Company matches employee
contributions at a rate of 50% of such contributions up to 4%. Employee
contributions and company matching contributions are deposited with the Vanguard
Fiduciary Trust Company (Vanguard), as trustee, where they are accumulated and
invested on behalf of the Plan at the discretion of the employee.
Within guidelines established by the Plan, participants may elect to direct
their accounts into several alternative investment funds. As of December 31,
1995, the Plan had nine eligible investment funds:
Vanguard Wellington Fund
- ------------------------
This fund follows a diversified and balanced program of investing in bonds and
common stocks to conserve principal and provide reasonable income without undue
risk.
Vanguard W. L. Morgan Growth Fund
- ---------------------------------
This fund seeks long-term growth of capital by investing in a portfolio of
common stocks.
Vanguard Investment Grade Bond Fund
- -----------------------------------
This fund seeks to provide a high level of current income, consistent with
maintenance of principal and liquidity, by investing in a diversified portfolio
of long-term, investment-grade bonds.
Vanguard Money Market Fund
- --------------------------
This fund invests in high-quality money market instruments that mature in one
year or less. The objectives of the fund are maximization of current income,
preservation of capital, and liquidity.
Vanguard Index 500 Fund
- -----------------------
This fund attempts to provide investment results that correspond to the price
and yield performance of publicly traded stocks, in the aggregate, as
represented by the Standard & Poor's 500 Composite Stock Price Index.
ICF Kaiser Stock Fund
- ---------------------
This fund is invested primarily in common stock of ICF Kaiser International,
Inc. This fund, has been divided into fund units rather than shares of stock.
Each fund unit was initally valued at $10.00. As of December 31, 1995 and 1994,
respectively, each fund unit was valued at $14.37 and $10.70. By design, the
number of units owned by each participant is not equal to the number of shares
of the
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE A--DESCRIPTION OF THE PLAN (Continued)
underlying company stock nor is the unit price of the Company Stock Fund equal
to the market value
of the shares of underlying stock. There are two reasons for these differences:
first, in order to differentiate between the share price of the Company stock
and the unit value of the Company Stock Fund Vanguard assigns an arbitrary
initial unit value (typically $10 per unit) to the fund: second, in addition to
shares of stock the unit value includes proportionate interest in the cash
balance held by the Company Stock Fund. As of December 31, 1995 and 1994,
respectively, Plan participants own 175,940 and 136,642 shares of Company common
stock with a per share fair value of $3.38 and $3.13 based upon quoted market
prices.
Although the unit value of the Company Stock Fund and the current market value
of the underlying company stock are not equal, a participant can easily
determine the approximate number of shares of the underlying company stock
represented by his or her fund units on the conversion date by dividing the
total market value of his or her account balance by the current share price of
the stock.
During 1995 the plan added the following additional investment options:
Vanguard Explorer Fund
- ----------------------
A common-stock fund that seeks long-term growth of capital by investing in small
and emerging growth companies.
Vanguard Primecap Fund
- ----------------------
A common-stock fund that seeks long-term growth of capital by investing
principally in a portfolio of common stocks. Dividend income is incidental.
Vanguard International Growth Portfolio
- ---------------------------------------
An international fund diversified in the common stocks of companies in as many
as 30 foreign markets.
Employee contributions and the Company's matching contributions are fully vested
upon initial participation and nonforfeitable upon receipt by the Plan. Income,
expenses, and gains or losses (realized and unrealized) of Plan investments are
allocated among participants based upon their respective account balances.
Participants may borrow up to half of their account balance within guidelines
established by the loan committee of the Company. Loans accrue interest at the
prime rate as determined at the time of issuance.
Loans are repaid through payroll deductions on a bi-weekly basis over terms
ranging from 1 to 10 years. At December 31, 1995, there were 373 participants
with outstanding loan balances.
Upon termination, a participant may elect to receive their account balance in a
lump-sum distribution or delay withdrawal until a future date.
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE B--ACCOUNTING POLICIES
The Plan follows the accrual method of accounting for financial reporting
purposes. The accompanying financial statements are prepared in accordance with
generally accepted accounting principles.
Investments are valued for financial statement purposes at fair value. The
values for the Vanguard Funds are based on the quoted net asset value
(redemption value) of the respective investment funds as of the Plan's year end.
Security transactions are accounted for on the date securities are purchased or
sold (trade date). Dividend income is recorded on the ex-dividend date. Interest
income is recognized when earned. The Plan has invested in the investment
options directed by its participants.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Employees who have retired upon reaching either the normal retirement date (age
65) or a deferred retirement date, or who have terminated employment with the
Company, may elect to withdraw the entire amount of their contribution account.
Benefits are recorded when paid. Benefits due to former employees who have not
yet received the balance of their accounts and who have elected to withdraw from
the Plan totalled $61,278 and $35,010 at December 31, 1995 and 1994,
respectively.
Administrative expenses of the Plan are paid by the participants and are
deducted from participants' accounts based on a flat quarterly fee.
Additionally, the Company provides certain administrative support to the Plan at
no cost.
The Company anticipates and fully intends that the Plan will be a permanent
program for the exclusive benefit of the participants and their beneficiaries.
The Company, however, reserves the right to terminate the Plan at any time such
action becomes necessary. In the event the Plan is terminated, the net assets
will be allocated to participants as required by ERISA and its related
regulations.
NOTE C--FEDERAL INCOME TAXES
In January 1995, the Internal Revenue Service ruled that the Plan qualifies
under Section 401(a) of the Internal Revenue Code. The Plan has been amended
since receiving this determination letter. However, the Plan administrators and
the Plan's tax counsel believe that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal Revenue
Code. Therefore, they believe earnings on contributions to the Plan are not
subject to tax under present income tax laws and employee contributions to the
Plan are not subject to Federal income tax to the employee until distribution
from the Plan.
8
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE D--INVESTMENTS
Investments of the Plan are maintained by Vanguard. Investments comprising 5%
or more of the Plan's net assets as of December 31, 1995 and 1994 were as
follows:
<TABLE>
<CAPTION>
Fair Value
1995
<S> <C>
Vanguard Wellington $24,706,349
Vanguard W.L. Morgan Growth 10,406,949
Vanguard Investment Grade Bond 7,314,668
Vanguard Money Market 16,094,203
Vanguard Index 500 17,833,175
<CAPTION>
Fair Value
1994
<S> <C>
Vanguard Wellington $18,558,437
Vanguard W.L. Morgan Growth 6,874,063
Vanguard Investment Grade Bond 5,440,493
Vanguard Money Market 15,616,274
Vanguard Index 500 11,738,121
</TABLE>
NOTE E--ASSETS TRANSFERRED
The amount of assets transferred from other plans represents the integration of
plans sponsored by an entity owned by the Company and rollovers for new
employees from other employer qualified plans. The total assets transferred to
other plans of entities owned by the Company totalled $0 and $1,087,434 during
the years ended December 31, 1995 and 1994, respectively. Assets transferred
from other employer qualified plans totalled $1,120,534 and $1,229,506 for the
years ended December 31, 1995 and 1994, respectively.
NOTE F--CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Plan to concentrations of
credit risk consist primarily of investments. The Plan has invested primarily
in Vanguard investment funds. Each of the Vanguard Funds is registered under
the Investment Act of 1940 as a diversified open-end investment company.
Certain funds invest in corporate debt instruments. The issuers' abilities to
meet these obligations may be affected by economic developments in their
respective industries.
9
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE G--RECONCILIATION TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500 as of December 31:
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Net assets available for benefits per the financial $81,223,792 $61,077,112
statements
Amounts allocated to withdrawing participants $ (61,278) (35,010)
----------- -----------
Net assets available for benefits per the Form 5500 $81,162,514 $61,042,102
=========== ===========
</TABLE>
The following is a reconciliation of withdrawals per the financial statements to
benefits paid to participants per Form 5500 for the years ended December 31:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Withdrawals per the financial statements $7,165,278 $7,979,676
Add: Amounts allocated to withdrawing participants at 61,278 35,010
end of year
Less: Amounts allocated to withdrawing participants (35,010) (885,966)
at beginning of year ---------- ----------
Benefits paid to participants per Form 5500 $7,191,546 $7,128,720
========== ==========
</TABLE>
10
<PAGE>
Supplemental Schedules
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
ITEM 27a
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
<TABLE>
<CAPTION>
Number of Shares Historical Fair
Identity of Issue or Principal Amount Cost Market Value
- ---------------------------------------- ------------------- ------------ ------------
<S> <C> <C> <C>
Pooled Funds:
Vanguard Wellington 1,011,312 shares $19,654,711 $24,706,349
Vanguard W. L. Morgan Growth 738,605 shares 9,241,360 10,406,949
Vanguard Investment Grade Bond 771,590 shares 6,694,794 7,314,668
Vanguard Money Market 16,094,203 shares 16,094,203 16,094,203
Vanguard Index 500 309,604 shares 13,150,480 17,833,175
Vanguard Explorer Fund 11,826 shares 577,772 590,688
Vanguard Primecap Fund 899 shares 23,262 23,571
Vanguard Int'l Growth Stock Portfolio 55,397 shares 804,174 832,057
ICF Kaiser Stock Fund 52,036 shares 626,459 747,744
Loans to Participants
Fully amortizing,
bearing interest ranging
from 6% to 12% and maturing
at various dates through
December 2003 $2,282,457 2,282,457 2,282,457
----------- -----------
Total Investments $69,149,672 $80,831,861
=========== ===========
</TABLE>
11
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1995
Plan assets at January 1, 1995 -- $61,077,112 5% -- $3,053,856
I. Single transactions in excess of 5%:
None.
II. Series of transactions with respect to any pension other than securities in
excess of 5%:
None.
III. Series of transactions with respect to securities of the same issue in
excess of 5%:
<TABLE>
<CAPTION>
===========================================================================================================================
Net
Proceeds No. Net Market
Cost of No. of from of Historical Value
Identity of Issue Purchases Purchases Sales Sales Gain Gain
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Vanguard Wellington Fund $ 5,384,729 180 $ 4,118,299 179 $ 534,374 $ 466,792
Vanguard W.L. Morgan Growth Fund 3,721,914 173 1,880,997 149 146,712 209,211
Vanguard Investment Grade Bond Fund 2,223,223 184 1,379,763 148 26,768 95,520
Vanguard Money Market Fund 5,962,095 218 5,484,061 196 0 0
Vanguard Index 500 Fund 4,772,134 198 2,914,262 173 507,995 387,997
- ---------------------------------------------------------------------------------------------------------------------------
Totals $22,064,095 $15,777,381 $1,215,849 $1,159,520
===========================================================================================================================
</TABLE>
IV. Transactions with respect to securities with a person if any prior or
subsequent transaction with such person exceeded 5%:
None.
12
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
ICF Kaiser International, Inc. Section 401(k) Plan
/s/ Michael K. Goldman
----------------------------
Michael K. Goldman
Plan Administrator
Date: June 27, 1996
INDEX
Exhibit Description of Exhibit
- ------- ----------------------
No. 23 Consent of Coopers & Lybrand (the Plan's Independent Accountants)
No. 99 ICF Kaiser International, Inc. Section 401(k) Plan (as amended and
restated as of March 1, 1993) (and further amended with respect to
name change only as of June 26, 1993) (incorporated by reference to
Exhibit No. 10(f) to Quarterly Report on Form 10-Q (Registrant No. 1-
12248) for the second quarter of fiscal 1994 filed with the Commission
on October 15, 1993)
and
Amendment No. 1 dated April 24, 1995 (incorporated by reference to
Exhibit 10(p)(1) to Annual Report on Form 10-K (Registrant No. 1-
12248) for the second quarter of fiscal 1995 filed with the Commission
on May 23, 1995)
and
Amendment No. 2 dated December 15, 1995 (incorporated by reference to
Exhibit 10(p)(2) to Transition Report on Form 10-K (Registrant No. 1-
12248) for the ten months ended December 31, 1995)
<PAGE>
Exhibit No. 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of ICF Kaiser International, Inc. on Form S-8 (Registration No. 33-51460) of our
report dated April 26, 1996, on our audits of the financial statements of the
ICF Kaiser International, Inc. Section 401(k) Plan as of December 31, 1995 and
1994, and for the years then ended, and the related supplemental schedules as of
and for the year ended December 31, 1995, which report is included the Plan's
Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
Washington, DC
June 27, 1996
