UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 3
Under the Securities Exchange Act of 1934
ICF KAISER INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
449244 10 2
(CUSIP Number)
RICHARD S. BORISOFF, ESQ.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Tel. No.: (212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 23, 1996
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
Page 1 of 34 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 449244 10 2 PAGE 2 OF 34 PAGES
--------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EXOR America Inc. (I.R.S. No. 13-3680801)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 449244 10 2 PAGE 3 OF 34 PAGES
--------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EXOR Western Inc. (I.R.S. No. 13-3788902)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 449244 10 2 PAGE 4 OF 34 PAGES
--------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIMA Finance Management Inc. (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 2,680,952 (All of
BY EACH REPORTING these shares represent Common Stock
PERSON into which warrants are exercisable.)
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER 2,680,952 (All of
these shares represent Common Stock
into which warrants are exercisable.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants
are exercisable.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock.)
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 449244 10 2 PAGE 5 OF 34 PAGES
--------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EXOR Group S.A. (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER 2,680,952 (All of
BENEFICIALLY OWNED these shares represent Common Stock
BY EACH REPORTING into which warrants are exercisable.)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER 2,680,952 (All of
these shares represent Common Stock into
which warrants are exercisable.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants are
exercisable.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock.)
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 449244 10 2 PAGE 6 OF 34 PAGES
--------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Istituto Finanziario Industriale S.p.A.
(no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER 2,680,952 (All of
BENEFICIALLY OWNED these shares represent Common Stock
BY EACH REPORTING into which warrants are exercisable.)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER 2,680,952 (All of
these shares represent Common Stock into
which warrants are exercisable.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants
are exercisable.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock.)
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 449244 10 2 PAGE 7 OF 34 PAGES
--------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Giovanni Agnelli & C. S.a.a. (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER 2,680,952 (All of
BENEFICIALLY OWNED these shares represent Common Stock
BY EACH REPORTING into which warrants are exercisable.)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER 2,680,952 (All of
these shares represent Common Stock into
which warrants are exercisable.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants are
exercisable.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock.)
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 449244 10 2 PAGE 8 OF 34 PAGES
--------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Giovanni Agnelli (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER 2,680,952 (All of
BENEFICIALLY OWNED these shares represent Common Stock
BY EACH REPORTING into which warrants are exercisable.)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER 2,680,952 (All of
these shares represent Common
Stock into which warrants are exercisable.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants
are exercisable.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock.)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 449244 10 2 PAGE 9 OF 34 PAGES
--------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Umberto Agnelli (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER 2,680,952 (All of
BENEFICIALLY OWNED these shares represent Common Stock
BY EACH REPORTING into which warrants are exercisable.)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER 2,680,952 (All of
these shares represent Common Stock into
which warrants are exercisable.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants
are exercisable.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock.)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 449244 10 2 PAGE 10 OF 34 PAGES
--------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carlo Camerana (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER 2,680,952 (All of
BENEFICIALLY OWNED these shares represent Common Stock
BY EACH REPORTING into which warrants are exercisable.)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER 2,680,952 (All of
these shares represent Common Stock into
which warrants are exercisable.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants
are exercisable.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock.)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 449244 10 2 PAGE 11 OF 34 PAGES
--------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gianluigi Gabetti (S.S. No. ###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER 2,680,952 (All of
BENEFICIALLY OWNED these shares represent Common Stock
BY EACH REPORTING into which warrants are exercisable.)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER 2,680,952 (All of
these shares represent Common Stock into
which warrants are exercisable.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants
are exercisable.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock.)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 449244 10 2 PAGE 12 OF 34 PAGES
--------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gabriele Galateri (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER 2,680,952 (All of
BENEFICIALLY OWNED these shares represent Common Stock
BY EACH REPORTING into which warrants are exercisable.)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER 2,680,952 (All of
these shares represent Common Stock into
which warrants are exercisable.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants
are exercisable.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock.)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 449244 10 2 PAGE 13 OF 34 PAGES
--------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cesare Romiti (no S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER 2,680,952 (All of
BENEFICIALLY OWNED these shares represent Common Stock
BY EACH REPORTING into which warrants are exercisable.)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER 2,680,952 (All of
these shares represent Common Stock into
which warrants are exercisable.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952
(All of these shares represent Common Stock into which warrants
are exercisable.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the
exercise of all warrants beneficially owned by the Reporting Person, and
no conversion or exercise of any other options or securities of the
Issuer into Common Stock.)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 14 of 34 Pages
AMENDMENT NO. 3 TO SCHEDULE 13D
-------------------------------
This Amendment No. 3 amends the Schedule 13D dated January 14,
1991, as amended by Amendment No. 1 thereto dated January 13, 1992 and further
amended by Amendment No. 2 thereto dated January 14, 1994 (the Schedule 13D, as
amended by Amendments 1 and 2 thereto shall be known as the "Schedule 13D") with
respect to the Common Stock, par value $0.01 per share, of ICF Kaiser
International, Inc., a Delaware corporation. Unless otherwise defined,
capitalized terms used herein shall have the meanings ascribed to them in the
Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
Item 1 to the Schedule 13D is hereby amended and restated in
its entirety as follows:
This statement relates to the Common Stock, par value $0.01
per share (the "Common Stock"), of ICF Kaiser International, Inc., a Delaware
corporation (the "Issuer"). The address of the Issuer's principal executive
office is:
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, VA 22031-1207
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 to the Schedule 13D is hereby amended and restated in
its entirety as follows:
This Statement is being filed by: (i) EXOR America Inc., a
Delaware corporation formerly known as IFINT-USA Inc. ("EXOR America"); (ii)
EXOR Western Inc., a Delaware corporation ("EXOR Western"), which is the holder
of all of the issued and outstanding capital stock of EXOR America; (iii) FIMA
Finance Management Inc.,
<PAGE>
Page 15 of 34 Pages
a British Virgin Islands corporation ("FIMA" and, together with EXOR America,
the "Purchasers"), which is the holder of all of the issued and outstanding
capital stock of EXOR Western; (iv) EXOR Group S.A., a Luxembourg corporation
("EXOR"), which is the holder of all of the issued and outstanding capital stock
of FIMA; (v) Istituto Finanziario Industriale S.p.A., an Italian corporation
("IFI"), which for purposes of the Securities Exchange Act of 1934, as amended
(the "Act"), is deemed to control EXOR; (vi) Giovanni Agnelli & C. S.a.a., an
Italian limited partnership represented by shares ("GA"), which for purposes of
the Act is deemed to control IFI; and (vii) Messrs. Giovanni Agnelli, Umberto
Agnelli, Carlo Camerana, Gianluigi Gabetti, Gabriele Galateri and Cesare Romiti,
the General Partners of GA, who for purposes of the Act are deemed to control GA
(all such persons in (i) through (vii) being hereinafter referred to as the
"Reporting Persons").
EXOR America
------------
The present principal business activity of EXOR America is as
a holding company of some of EXOR's indirect subsidiaries and investments in the
United States. EXOR America also provides management assistance to companies in
which EXOR has an interest.
The address of EXOR America's principal business and principal
office is:
EXOR America Inc.
375 Park Avenue
New York, New York 10152
EXOR Western
------------
The principal business activity of EXOR Western is as an
investment holding company for various investments in which EXOR holds an
indirect interest,
<PAGE>
Page 16 of 34 Pages
including all of the capital stock of EXOR America.
The address of EXOR Western's principal business and principal
office is:
EXOR Western Inc.
375 Park Avenue
New York, New York 10152
EXOR
----
The present principal business activity of EXOR is to invest
and hold participations in selected industries through substantial direct or
indirect equity participations in companies that have a leading position in
their respective industries.
The address of EXOR's principal business and principal office
is:
EXOR Group S.A.
2 Boulevard Royal
Luxembourg
IFI
---
The present principal business activity of IFI is as a holding
company. It also provides financial and organizational assistance to the
companies in which it has a direct or indirect controlling interest. Such
companies include FIMA, EXOR America, EXOR Western, EXOR, and a variety of
companies involved in diverse areas of business, including, but not limited to,
automobile manufacturing, construction material manufacturing, publishing,
retailing and financial investments.
The address of IFI's principal business and principal office
is:
Istituto Finanziario Industriale S.p.A.
Via Carlo Marenco, 25
Torino, Italy
<PAGE>
Page 17 of 34 Pages
GA
--
The present principal business activity of GA is to ensure the
cohesion and continuity of the management of its controlling interest in IFI.
The address of GA's principal business and principal office
is:
Giovanni Agnelli & C. S.a.a.
Via del Carmine, 2
Torino, Italy
Schedule A to this Statement, which is attached hereto and
incorporated herein by reference, sets forth the citizenship, business address
and present principal occupation or employment, and the name, principal business
and address of any corporation or other organization in which such employment is
conducted, of Messrs. Giovanni Agnelli, Umberto Agnelli, Carlo Camerana,
Gianluigi Gabetti, Gabriele Galateri and Cesare Romiti and each executive
officer and director of FIMA, EXOR America, EXOR Western, EXOR and IFI.
None of the Reporting Persons nor, to the best knowledge of
any of the Reporting Persons, any person listed on Schedule A who is not a
Reporting Person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the past five years.
None of the Reporting Persons nor, to the best knowledge of
any of the Reporting Persons, any person listed on Schedule A who is not a
Reporting Person has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
<PAGE>
Page 18 of 34 Pages
to, federal or state securities laws or finding any violation with respect to
such laws during the past five years.
ITEM 3. PURPOSE OF TRANSACTION.
Item 3 to the Schedule 13D is hereby amended by adding the
following:
Pursuant to an Agreement, dated as of December 23, 1996 (the
"Repurchase Agreement"), by and among the Issuer, EXOR America and FIMA, the
Issuer and Purchasers have agreed to terminate their relationship upon the
redemption or purchase by Issuer of all of the outstanding shares of Series 2D
Preferred Stock and the purchase by Issuer of all of the Replacement Tranche 2
Warrants.
Section 17.01 of the Issuer's Amended and Restated Certificate
of Incorporation provides that on the fifth anniversary of the issue date of the
Series 2D Preferred Stock, if any shares of the Series 2D Preferred Stock are
outstanding, to the extent the Issuer shall have funds legally available for
such payment, the Issuer shall redeem all such outstanding shares at a
redemption price equal to the Liquidation Preference, together with accrued and
unpaid dividends thereon to the date of redemption. The fifth anniversary of the
issue date of the Series 2D Preferred Stock is January 13, 1997 (the "Mandatory
Redemption Date") and the aggregate redemption price would be $20 million plus
accrued dividends to the Mandatory Redemption Date of $238,333.33, for a total
redemption price of $20,238,333.33 (the "Mandatory Redemption Price").
The Repurchase Agreement provides that the Issuer may, at its
option, purchase from EXOR America, all of the outstanding shares of Series 2D
Preferred
<PAGE>
Page 19 of 34 Pages
Stock on a date prior to the Mandatory Redemption Date (such purchase the
"Optional Purchase" and such date the "Optional Purchase Date") for an aggregate
purchase price equal to $20 million plus accrued dividends on the Series 2D
Preferred Stock to the Optional Purchase Date and without any premium (the
"Optional Purchase Price").
FIMA, which is the owner of all of the outstanding replacement
Tranche 2 Warrants, has agreed to sell to the Issuer, and Issuer has agreed to
purchase from FIMA and cancel, all of the outstanding Replacement Tranche 2
Warrants on the Optional Purchase Date, should it occur, or on the Mandatory
Redemption Date, for an aggregate purchase price of $10.00 (the "Warrant
Purchase Price").
The Issuer has agreed to provide the Purchasers at least five
days' written notice of its intention to effect the Optional Purchase (such
notice the "Optional Purchase Notice").
On the Optional Purchase Date, if the Issuer delivers the
Optional Purchase Notice, or on the Mandatory Redemption Date, if the Issuer
does not deliver the Optional Purchase Notice, (i) the Issuer will deliver to
EXOR America, by wire transfer of immediately available funds, the full Optional
Purchase Price or Redemption Price, as the case may be, for the Series 2D
Preferred Stock and (ii) the Issuer will deliver to FIMA a check for the Warrant
Purchase Price.
Immediately upon closing of the transactions described above
the Purchasers shall cause Gian Andrea Botta to submit his resignation as a
director of the Issuer.
Additionally, upon closing of the transactions contemplated by
the Repurchase Agreement, all obligations of the Issuer and Purchasers under the
Securities
<PAGE>
Page 20 of 34 Pages
Purchase Agreement, as amended by Amendment No. 1 and Amendment No. 2, shall
terminate and be of no further force and effect.
The above description of the Repurchase Agreement is qualified
by reference to such agreement, a copy of which is attached hereto as Exhibit
31, and which is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Items 4(a) and 4(b) of the Schedule 13D are amended and
restated in their entirety as follows:
(a) FIMA beneficially owns directly the Replacement Tranche 2
Warrants to purchase in the aggregate 2,680,952 shares of Common Stock
representing 10.7% of the outstanding Common Stock of the Issuer based on
22,361,842 shares of Common Stock outstanding as of October 31, 1996, as
calculated in accordance with Rule 13d-3 under the Securities and Exchange Act
of 1934, as amended (the "Act").
EXOR America beneficially owns directly 200 shares of the
Series 2D Preferred Stock.
EXOR through its control of FIMA, IFI through its deemed
control (for purposes of the Act) of EXOR, GA through its deemed control (for
purposes of the Act) of IFI, and Messrs. Giovanni Agnelli, Umberto Agnelli,
Carlo Camerana, Gianluigi Gabetti, Gabriele Galateri and Cesare Romiti through
their deemed control (for purposes of the Act) of GA, beneficially own
indirectly all the Replacement Tranche 2 Warrants owned directly by FIMA.
EXOR Western through its control of EXOR America, FIMA through
its control of EXOR Western, EXOR through its control of FIMA, IFI through its
deemed
<PAGE>
Page 21 of 34 Pages
control (for purposes of the Act) of EXOR, GA through its deemed control (for
purposes of the Act) of IFI, and Messrs. Giovanni Agnelli, Umberto Agnelli,
Carlo Camerana, Gianluigi Gabetti, Gabriele Galateri and Cesare Romiti through
their deemed control (for purposes of the Act) of GA, beneficially own
indirectly all of the Series 2D Preferred Stock owned directly by EXOR America.
To the best knowledge of the Reporting Persons, no person
listed on Schedule A who is not a Reporting Person beneficially owns any
Replacement Tranche 2 Warrants or any shares of Series 2D Preferred Stock or any
shares of Common Stock.
(b) All of the Reporting Persons, except EXOR America and
EXOR Western, share the power to dispose or to direct the disposition of the
Replacement Tranche 2 Warrants reported in (a) above as beneficially owned by
the Reporting Persons and the power to vote or to direct the vote of the shares
of Common Stock into which such warrants are exercisable.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended by adding the
following:
See Item 3 for a discussion of the Repurchase Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 31 - Agreement, dated as of December 23, 1996, by and
among the Issuer, EXOR America and FIMA.
<PAGE>
Page 22 of 34 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
FIMA FINANCE MANAGEMENT INC
By: /s/ Ernest Rubenstein
---------------------------
Name: Ernest Rubenstein
Title: Attorney-in Fact
EXOR AMERICA INC.
By: /s/ G. Andrea Botta
---------------------------
Name: G. Andrea Botta
Title: President
EXOR WESTERN INC.
By: /s/ G. Andrea Botta
---------------------------
Name: G. Andrea Botta
Title: President
EXOR GROUP S.A.
By: /s/ Ernest Rubenstein
---------------------------
Name: Ernest Rubenstein
Title: Attorney-in Fact
ISTITUTO FINANZIARIO INDUSTRIALE S.p.A.
By: /s/ Ernest Rubenstein
---------------------------
Name: Ernest Rubenstein
Title: Attorney-in Fact
<PAGE>
Page 23 of 34 Pages
GIOVANNI AGNELLI & C.S.a.a.
By: /s/ Ernest Rubenstein
---------------------------
Name: Ernest Rubenstein
Title: Attorney-in Fact
/s/ Ernest Rubenstein
---------------------------
Giovanni Agnelli, by Ernest Rubenstein
Attorney-in Fact
/s/ Ernest Rubenstein
---------------------------
Umberto Agnelli, by Ernest Rubenstein
Attorney-in Fact
/s/ Ernest Rubenstein
---------------------------
Carlo Camerana, by Ernest Rubenstein
Attorney-in Fact
/s/ Ernest Rubenstein
---------------------------
Gianluigi Gabetti, by Ernest Rubenstein
Attorney-in Fact
/s/ Ernest Rubenstein
---------------------------
Gabriele Galateri, by Ernest Rubenstein
Attorney-in Fact
/s/ Ernest Rubenstein
---------------------------
Cesare Romiti, by Ernest Rubenstein
Attorney-in Fact
Date: December 23, 1996
<PAGE>
Page 24 of 34 Pages
Schedule A
<TABLE>
<CAPTION>
Position Held with
GA, IFI, EXOR, FIMA,
EXOR Western and/or Present Principal
Name Citizenship Business Address EXOR America Business Activity
- ---------------------- -------------------- ---------------------- ---------------------------- -------------------------------
<S> <C> <C> <C> <C>
Giovanni Agnelli Italy Corso Marconi 10 General Partner and Honorary Chairman of FIAT
10125 Torino, Italy Chairman of GA, S.p.A., an Italian corporation,
Chairman of IFI, which owns and controls
Director of Chairman of companies throughout the
EXOR world which are engaged in a
wide variety of businesses.
The core business of FIAT is
the manufacturing of
automobiles
Umberto Agnelli Italy Corso Matteotti 26 General Partner of GA, Deputy Chairman and
10121 Torino, Italy Deputy Chairman and Managing Director of IFI
Managing Director of
IFI
Gianluigi Gabetti Italy 15 Rue du General General Partner of GA, Vice Chairman of EXOR
Dufour Vice Chairman of IFI,
1204 Geneva, Director and Vice
Switzerland Chairman of EXOR and
Chairman of EXOR
America
Cesare Romiti Italy Corso Marconi, 10 General Partner of GA Chairman of FIAT S.p.A.
10125 Torino, Italy
Michel David-Weill France One Rockefeller Director of IFI, Director Chairman of Lazard Partners
Plaza, New York, of EXOR and Senior Partner of Lazard
New York 10020 Freres & Co., a privately held
holding company with the
following investment banking
operations as its primary
assets:
Lazard Freres & Co. (NY),
Lazard Freres Cie (Paris),
Lazard Freres Brothers
(London)
Pio Teodorani- Italy Corso Matteotti 26 Director of IFI Director of the Board of IFI
Fabbri 10121 Torino, Italy
Franzo Grande Italy Via del Carmine 2 Secretary of the Board Civil Lawyer
Stevens 10122 Torino, Italy of General Partners of
GA, Director of and
Counsel to IFI
</TABLE>
<PAGE>
Page 25 of 34 Pages
<TABLE>
<CAPTION>
Position Held with
GA, IFI, EXOR, FIMA,
EXOR Western and/or Present Principal
Name Citizenship Business Address EXOR America Business Activity
- ---------------------- -------------------- ---------------------- ---------------------------- -------------------------------
<S> <C> <C> <C> <C>
Jacques Loesch Luxembourg 8, Rue Zithe Director of EXOR Senior Partner, Loesch &
L-1011 Wolter
Luxembourg (Counsel to EXOR)
Henry C.M. Switzerland 30 Bahnhofstrasse Director of EXOR Chairman and Managing
Bodmer Zurich, Switzerland Director of Abegg Holding
A.G., a private family
investment holding company,
with investments in the areas
of banking, real estate, wire,
cable and plastic material
Hans-Ulrich Doerig Switzerland c/o Credit Suisse Director of EXOR Vice Chairman of the Board
CH-8021 Zurich, of Credit Suisse, Zurich, a
Switzerland leading Swiss commercial
bank
Richard Allen United States 1230 Avenue of the Director of EXOR Private Investor
Voell Americas, New
York, New York
Andre Ardoin France 13 Avenue de Director of EXOR Lawyer
L'Opera 75001
Paris, France
Tiberto Ruy Italy 19 Avenue Director of EXOR President of an EXOR, S.A.,
Brandolini d'Adda Montaigne 75008 an investment holding
Paris, France company
Corinne France 19 Avenue Director of EXOR Associee Gerante of Chateau
Mentzelopoulos Montaigne 75008 Margaux, an affiliate of
Paris, France EXOR
Gaston Thorn Luxembourg 2 Boulevard Royal Director of EXOR Chairman of Banque
Luxembourg Internationale a Luxembourg,
a leading Luxembourg
commercial bank
Fayez Shalaby Egypt 2 Houston Center Director of EXOR President and Chairman of
Sarofim Suite 2907, Fayez Sarofim & Co., a
Houston, Texas privately owned investment
77010 management firm
N. Peter Ruys United States Voltastrasse 61 Director of FIMA, Secretary of the Board of
CH-8044 Zurich Director, Vice President, EXOR
Switzerland Secretary and Treasurer
of EXOR Western,
Director of EXOR
America
</TABLE>
<PAGE>
Page 26 of 34 Pages
<TABLE>
<CAPTION>
Position Held with
GA, IFI, EXOR, FIMA,
EXOR Western and/or Present Principal
Name Citizenship Business Address EXOR America Business Activity
- ---------------------- -------------------- ---------------------- ---------------------------- -------------------------------
<S> <C> <C> <C> <C>
Tortola Corp. British Virgin Wickhams Cay, Director of FIMA Service Company
Company Ltd. Islands P.O. Box 662
Road Town,
Tortola
British Virgin
Islands
Siegfried Maron Switzerland Voltastrasse 61 President of FIMA Managing Director of SADCO
CH-8044 Zurich S.A., an affiliate of EXOR
Switzerland
Carlo Camerana Italy c/o Magneti General Partner of GA, Deputy Chairman of Magneti
Marelli Corbetta Director of IFI Marelli, a manufacturer of
Milan, Italy automotive components
Gabriele Galateri Italy Corso Mateotti, 26 General Partner of GA, Managing Director and
10121 Torino, Italy Managing Director and General Manager of IFI
General Manager of IFI
Gian Andrea Botta Italy 375 Park Avenue President and Director of President of EXOR America
New York, NY EXOR America,
10152 President and Director of
EXOR Western
</TABLE>
<PAGE>
Page 27 of 34 Pages
EXHIBIT 31
AGREEMENT
This Agreement, dated as of December 23, 1996, is entered into by and
among ICF KAISER INTERNATIONAL, INC., a Delaware corporation (formerly American
Capital and Research Corporation and ICF International, Inc.) (the "Company"),
EXOR AMERICA INC., a Delaware corporation (formerly IFINT-USA Inc.) ("EXOR
America"), and FIMA FINANCE MANAGEMENT INC., a British Virgin Islands
corporation ("FIMA") (EXOR America and FIMA sometimes hereinafter being called
collectively the "Purchasers").
RECITALS
The Purchasers originally entered into that certain Securities Purchase
Agreement, dated as of December 20, 1990 (the "Securities Purchase Agreement"),
with the Company pursuant to which the Purchasers purchased from the Company the
Old Tranche 1 Shares and the Old Tranche 1 Warrants.
Pursuant to Amendment No. 1 to the Securities Purchase Agreement, dated
as of January 13, 1992 ("Amendment No. 1"), the Purchasers exchanged (i) the Old
Tranche 1 Shares held by them for the New Tranche 1 Shares and (ii) the Old
Tranche 1 Warrants held by them for the New Tranche 1 Warrants.
Pursuant to Amendment No. 1, the Purchasers also amended the terms of
and exercised the Tranche 2 Option and purchased from the Company (i) the
Tranche 2 Shares, consisting of 200 shares of the Company's Series 2D Senior
Preferred Stock, par value $0.01 per share (the "Series 2D Preferred Stock"),
and (ii) the Tranche 2 Warrants to purchase 2,680,952 shares of the Company's
Common Stock, subject to adjustment.
27
<PAGE>
Page 28 of 34 Pages
Pursuant to Amendment No. 2 to the Securities Purchase Agreement, dated
as of October 27, 1993 ("Amendment No. 2"), the Purchasers (i) sold to the
Company all of the New Tranche 1 Shares and New Tranche 1 Warrants and (ii)
delivered to the Company the Tranche 2 Warrants in exchange for the Replacement
Tranche 2 Warrants (the "Series 2D Warrants") to purchase 2,680,952 shares of
Common Stock.
Section 17.01 of the Company's Amended and Restated Certificate of
Incorporation provides that on the fifth anniversary of the Issue Date of the
Series 2D Preferred Stock, if any shares of the Series 2D Preferred Stock are
outstanding, to the extent the Company shall have funds legally available for
such payment, the Company shall redeem all such outstanding shares at a
redemption price per share equal to the Liquidation Preference, together with
accrued and unpaid dividends thereon to the date of redemption. The fifth
anniversary of the Issue Date of the Series 2D Preferred Stock is January 13,
1997 (the "Mandatory Redemption Date") and the aggregate redemption price would
be $20,000,000 plus accrued dividends to the Mandatory Redemption Date of
$238,333.33, for a total redemption price of $20,238,333.33 (the "Mandatory
Redemption Price").
EXOR America, which is the owner of all of the outstanding shares of
Series 2D Preferred Stock, desires to sell to the Company, and the Company
desires to purchase from EXOR America, all of the outstanding shares of Series
2D Preferred Stock on a date prior to the Mandatory Redemption Date (such
purchase the "Optional Purchase" and such date the "Optional Purchase Date") for
an aggregate purchase price equal to $20,000,000 plus accrued dividends on the
Series 2D Preferred Stock to the Optional Purchase Date and without any premium
(the "Optional Purchase Price").
28
<PAGE>
Page 29 of 34 Pages
FIMA, which is the owner of all of the outstanding Series 2D Warrants,
desires to sell to the Company, and the Company desires to purchase from FIMA
and cancel, all of the outstanding Series 2D Warrants on the Optional Purchase
Date, should it occur, or on the Mandatory Redemption Date, for an aggregate
purchase price of Ten Dollars ($10.00) (the "Warrant Purchase Price").
The Company and the Purchasers mutually desire to terminate their
relationship upon the redemption or purchase by the Company of all of the
outstanding shares of Series 2D Preferred Stock and the purchase by the Company
of all of the Series 2D Warrants and the payment by the Company to EXOR America
of the Mandatory Redemption Price or the Optional Purchase Price, as the case
may be, and to FIMA of the Warrant Purchase Price, as provided herein.
NOW, THEREFORE, in consideration of the premises, the parties hereby
agree as follows:
1. Notification of Optional Purchase. The Company will provide the
---------------------------------
Purchasers at least five days advance written notice of its intention to effect
the Optional Purchase (such notice the "Optional Purchase Notice"). The Optional
Purchase Notice shall set forth the Optional Purchase Date, which shall be a
date on which banks in The City of New York are open, and the Optional Purchase
Price and shall be deemed to be delivered to both of the Purchasers if sent by
facsimile transmission to EXOR America during normal business hours to the
attention of Gian Andrea Botta, facsimile number: (212) 355-5690, with a copy of
such facsimile sent to Paul, Weiss, Rifkind, Wharton & Garrison, to the
attention of Richard S. Borisoff, Esq., facsimile number (212) 373-2523.
29
<PAGE>
Page 30 of 34 Pages
2. Purchase or Redemption of Series 2D Preferred Stock. On the Optional
---------------------------------------------------
Purchase Date, if the Company delivers the Optional Purchase Notice, or on the
Mandatory Redemption Date, if the Company does not deliver the Optional Purchase
Notice, the Company will deliver to EXOR America, by wire transfer of
immediately available funds to the EXOR America bank account to which the
Company paid the November 30, 1996 dividend on the Series 2D Preferred Stock the
full Optional Purchase Price or Redemption Price, as the case may be, for the
Series 2D Preferred Stock. On the Optional Purchase Date or the Mandatory
Redemption Date, as the case may be, EXOR America will deliver to the Company
for cancellation Certificate No. P2D-1 for 200 shares of Series 2D Preferred
Stock, properly assigned to the Company.
3. Purchase of Series 2D Warrants. On the Optional Purchase Date, if
------------------------------
the Company delivers the Optional Purchase Notice, or on the Mandatory
Redemption Date, if the Company does not deliver the Optional Purchase Notice,
the Company will deliver to FIMA or its designated agent a check for the Warrant
Purchase Price and FIMA will deliver to the Company for cancellation Series 2D
Warrant Certificate No. 2D-2 to purchase 2,680,952 shares of the Company's
Common Stock, properly assigned to the Company.
4. Resignation of Director. Immediately upon receipt by the parties of
-----------------------
all of the deliveries pursuant to Sections 2 and 3 of this Agreement, the
Purchasers shall cause Gian Andrea Botta to submit his resignation as a director
of the Company and deliver written confirmation of the same to the Company in
the form of Exhibit A hereto, effective at the close of business on the date
that EXOR America receives payment of the
30
<PAGE>
Page 31 of 34 Pages
Optional Purchase Price or the Redemption Price, as the case may be, in
accordance with Section 2 of this Agreement.
5. Termination of Securities Purchase Agreement. Effective upon the
--------------------------------------------
receipt by the parties of all of the deliveries pursuant to Sections 2, 3 and 4
of this Agreement, all obligations of the Company and the Purchasers under the
Securities Purchase Agreement, as amended by Amendment No. 1 and Amendment
No. 2, shall terminate and be of no further force and effect.
6. Mutual Release. Effective upon the receipt by the parties of all
--------------
of the deliveries pursuant to Sections 2, 3 and 4 of this Agreement, each party
to this Agreement (the "Releasing Party") hereby voluntarily, knowingly and
willingly releases, acquits and forever discharges each other party (the
"Released Party"), and each of the Released Party's former, current and future
parents, subsidiaries, divisions, affiliates, predecessors, successors, and
assigns, and each of their respective current, former and future employees,
officers, directors, shareholders, joint venturers, attorneys, representatives,
agents, owners, servants, counselors, consultants, and general and limited
partners from any and all claims, actions, causes of action, damages,
liabilities, promises, debts, compensation, losses, obligations, costs or
expenses of any kind or nature whatsoever, whether known or unknown, that the
Releasing Party ever had, now has or hereinafter may have against any or all of
them, up to and including the Optional Purchase Date or the Mandatory Redemption
Date, as the case may be, for any acts or omissions in connection with the
transactions contemplated by the Securities Purchase Agreement, as amended by
Amendment No. 1 and Amendment No. 2, including, without limitation, any acts or
omissions of the Company related to the Series 2D Preferred Stock
31
<PAGE>
Page 32 of 34 Pages
or the Series 2D Warrants; provided, however, that nothing in this Section 6
-------- -------
shall affect any rights to indemnification that Gian Andrea Botta may have as a
director or former director of the Company pursuant to Section 145 of the
Delaware General Corporation Law, Sections 9.01 to 9.13 of the Company's
Restated Certificate of Incorporation, Article VIII of the Company's Amended and
Restated By-laws or otherwise.
7. Miscellaneous.
-------------
a. Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed entirely within such State,
without regard to the conflict of laws principles of such State.
b. Counterparts. This Agreement may be executed by the parties
------------
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same instrument. Each counterpart may consist of a number of copies
hereof signed by less than all, but together signed by all of the parties
hereto.
c. Headings. The headings in this Agreement are for
--------
reference only, and shall not affect the interpretation of this Agreement.
d. Obligations Joint and Several. The obligations of the
-----------------------------
Purchasers contained herein are joint and several.
e. Payments Set Aside. To the extent that any payments made
------------------
hereunder to EXOR America or FIMA are subsequently invalidated, declared to be
fraudulent or preferred, set aside or otherwise required to be repaid to the
Company or to any trustee for or other representative of the Company, then to
the extent of such
32
<PAGE>
Page 33 of 34 Pages
repayment, all rights of EXOR America and FIMA originally intended to be
satisfied and released hereunder shall be revived and continued in full force
and effect as if such payments had never occurred, and the release made by EXOR
America and FIMA in Section 6 hereof shall be ineffective ab initio and shall be
restored only when and if such payments have been restored in full.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
ICF KAISER INTERNATIONAL, INC.
By: /s/ Richard K. Nason
-----------------------------------
Name: Richard K. Nason
Title: Executive Vice President and
Chief Financial Officer
EXOR AMERICA, INC.
By: /s/ G. Andrea Botta
-----------------------------------
Name: G. Andrea Botta
Title: President
FIMA FINANCE MANAGEMENT INC.
By: /s/ Richard S. Borisoff
-----------------------------------
Name: Richards S. Borisoff
Title: Attorney-in-Fact
33
<PAGE>
Page 34 of 34 Pages
EXHIBIT A
EXOR AMERICA, INC.
375 PARK AVENUE
NEW YORK, NEW YORK 10152
December __, 1996
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, Virginia 22031
Attention: Corporate Secretary
Gentlemen:
Pursuant to Section 4 of the Agreement, dated December __, 1996, by and
among ICF Kaiser International, Inc. (the "Company"), EXOR America, Inc. ("EXOR
America") and FIMA Finance Management Inc. (the "Agreement"), I hereby resign as
a director of the Company, effective at 5:00 p.m., Eastern Standard Time, on the
date that EXOR America receives payment of the Optional Purchase Price or the
Redemption Price (as such terms are defined in the Agreement), as the case may
be, in accordance with Section 2 of the Agreement.
Very truly yours,
Gian Andrea Botta
