<PAGE>
As filed with the Securities and Exchange Commission on April 21, 1997
Registration No. 333-16937
Post-effective Amendment No. 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
Post-effective
Amendment No. 1 on Form S-3
to
REGISTRATION STATEMENT
on Form S-1
UNDER
THE SECURITIES ACT OF 1933
---------------------
ICF KAISER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1437073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9300 Lee Highway
Fairfax, Virginia 22031-1207
(703) 934-3600
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
---------------------
Paul Weeks, II, Esq.
Senior Vice President, General Counsel and Secretary
ICF Kaiser International, Inc.
9300 Lee Highway, Fairfax, Virginia 22031-1207
(703) 934-3600
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
---------------------
Approximate date of commencement of proposed sale to the public. From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
<PAGE>
PROSPECTUS
1,478,212 Shares of Common Stock
ICF Kaiser International, Inc.
---------------
This Prospectus covers the resale by shareholders of up to 1,478,212 shares
of ICF Kaiser International, Inc. ("ICF Kaiser" or the "Company") Common Stock,
par value $0.01 per share (the "Common Stock"), issued in the four distinct and
separate transactions described below.
---------------
See "Risk Factors" beginning on page 8 of this Prospectus for certain
considerations relevant to an investment in the Common Stock.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
(1) Georgia A. Wilson and Associates, Inc. ("GAW"). This Prospectus
covers the resale of up to 454,545 shares of Common Stock which were issued by
the Company pursuant to the terms of an Agreement and Plan of Merger (the "GAW
Merger") dated as of July 1, 1996 (the "GAW Merger Agreement"), by and among ICF
Kaiser; GAW, a Texas corporation; ICF Kaiser/Georgia Wilson, Inc., a Delaware
corporation ("ICFK/GW"); and three of the shareholders of GAW (namely, Georgia
A. Wilson, James R. Ainsworth, and Danny L. Sherwood). The individual GAW
shareholders hereinafter are referred to as the "GAW Selling Shareholders." As a
result of the GAW Merger, GAW merged into ICFK/GW, the separate existence of GAW
ceased, and ICFK/GW was the surviving corporation. ICFK/GW is a wholly owned ICF
Kaiser subsidiary.
On July 1, 1996, the effective date of the Merger, each GAW Selling
Shareholder exchanged the shares of GAW common stock owned immediately prior
thereto into her/his pro rata share of 454,545 shares of ICF Kaiser Common Stock
(the "GAW Shares"). The 454,545 GAW Shares issued at the GAW Merger closing were
registered for resale pursuant to a Registration Statement on Form S-1 (No. 333-
16937) filed with the Securities and Exchange Commission ("SEC") on November 27,
1996, and declared effective by the SEC on December 3, 1996. A total of 359,089
GAW Shares (79%) are restricted against transfer until July 22, 1997;
thereafter, they may be offered for sale by the GAW Selling Shareholders. The
balance of the 95,456 GAW Shares may now be offered for sale by the GAW Selling
Shareholders. The Company will not receive any of the proceeds from the sale of
any of the GAW Shares.
(2) EDA, Incorporated ("EDA"). This Prospectus also covers the resale
of up to 722,500 shares of Common Stock which were issued by the Company
pursuant to the terms of an Agreement and Plan of Merger (the "EDA Merger")
dated as of July 28, 1995 (the "EDA Merger Agreement"), by and among ICF Kaiser;
EDA; ICF Kaiser Disappearing, Inc., a Maryland corporation ("ICFKDI"); and five
shareholders of EDA. The individual EDA shareholders hereinafter are referred to
as the "EDA Selling Shareholders". As a result of the EDA Merger, ICFKDI merged
into EDA, the separate existence of ICFKDI ceased, and EDA was the surviving
corporation. As the surviving corporation, EDA became a wholly owned subsidiary
of ICF Kaiser.
On July 28, 1995, the effective date of the EDA Merger, each EDA Selling
Shareholder exchanged the shares of EDA common stock owned immediately prior
thereto into his pro rata share of 191,250 shares of ICF Kaiser Common Stock
(the "EDA Closing Shares"). In addition, each EDA Selling Shareholder received
his pro rata share of cash consideration at the EDA Merger closing and the right
to receive his share of the EDA Earn-out Shares as defined below (if any)
required to be paid within two years from the closing.
<PAGE>
A total of 191,250 EDA Closing Shares issued at the closing were registered
for resale pursuant to a Registration Statement on Form S-1 (No. 33-64655) filed
with the SEC on November 30, 1995, and declared effective by the SEC on March 6,
1996. An additional 531,250 shares of Common Stock (the "EDA Earn-out Shares")
were registered for resale under the same filing. This number was determined by
dividing the agreed upon value of Common Stock to be earned by the EDA Selling
Shareholders following an earn-out period ($2,125,000) by $4.00 per share.
In November 1996, the Company, EDA, and the EDA Selling Shareholders
entered into an Agreement pursuant to which the number of EDA Closing Shares was
changed; in addition, the conditions for earning the EDA Earn-out Shares were
changed. Three of the EDA Selling Shareholders agreed to return to the Company a
total of 50,000 of the EDA Closing Shares received at the EDA closing (the "EDA
Returned Shares"). At such time as the aggregate Valuation Earnings (as defined
in the EDA Merger Agreement) reach a specified level, the Company will return
the EDA Returned Shares to the respective EDA Selling Shareholders. If the
specified level of aggregate Valuation Earnings is not met on or prior to
December 31, 1997, then the EDA Returned Shares are forfeited back to the
Company. This Agreement also revised the conditions under which the 531,250 EDA
Earn-out Shares would be delivered to the EDA Selling Shareholders.
The EDA Earn-out Shares, if earned, will be earned in two tranches, the
first in August 1997 and the second in February 1998, with a limited right to an
additional distribution of EDA Earn-out Shares in August 1998. The actual number
of EDA Earn-out Shares to be earned will be determined by dividing Valuation
Earnings by the average closing price of ICF Kaiser Common Stock on the New York
Stock Exchange for the twenty (20) trading days prior to the second anniversary
of the EDA closing (provided that the first $300,000 of the value of the EDA
Earn-out Shares shall be valued at $4.00 per share), in the case of the first
tranche, and the average closing price of the ICF Kaiser Common Stock on the
NYSE for the twenty (20) trading days prior to December 31, 1997, in the case of
the second tranche. The EDA Returned and Earn-out Shares will remain in escrow
until the earnout conditions have been met.
A total of 141,250 of the EDA Closing Shares may be offered for sale by the
five EDA Selling Shareholders. None of the EDA Returned Shares may be offered
for sale by the three EDA Selling Shareholders until the conditions for their
return to such shareholders have been met; thereafter, they may be offered for
sale by such shareholders. The EDA Earn-out Shares remain in escrow pending the
meeting of the revised conditions for their delivery to the EDA Selling
Shareholders. All such shares may be offered for sale by the EDA Selling
Shareholders if delivered to the EDA Selling Shareholders pursuant to the
amended EDA Merger Agreement. The Company will not receive any of the proceeds
from the sale of the EDA Closing Shares, the EDA Returned Shares, or the EDA
Earn-out Shares.
(3) John G. Balch ("Mr. Balch"). This Prospectus also covers the resale
of up to 201,167 shares of Common Stock (the "Balch Shares") out of a total of
396,167 shares issued by the Company pursuant to the terms of an Agreement dated
as of March 21, 1995 (the "Balch Agreement"), by and between Mr. Balch and
Excell Development Construction, Inc. ("Excell"), a Delaware corporation and an
indirect, wholly owned subsidiary of the Company. All of the 396,167 Balch
Shares were registered for resale pursuant to a Registration Statement on Form
S-1 (No. 33-64655) filed with the SEC on November 30, 1995, and declared
effective by the SEC on March 6, 1996. Of the total Balch Shares, 121,167 shares
could have been offered for sale by Mr. Balch and 275,000 were pledged as
security for loans between Mr. Balch and Excell. The Company is aware that
through April 10, 1997, Mr. Balch had sold 85,000 of the 121,167 Balch Shares
and 36,167 Balch Shares may be offered for sale by Mr. Balch. The Company will
not receive any of the proceeds from the sale of these Balch Shares. As of April
10, 1997, the Company had applied 110,000 of the 275,000 pledged Balch Shares
against Mr. Balch's outstanding loan principal due to the Company.
(4) The IPC Company ("IPC"). This Prospectus also covers the resale of
100,000 shares of Common Stock (the "IPC Shares") issued by the Company pursuant
to the terms of an Asset Purchase Agreement (the "IPC Agreement") by and among
ICF Kaiser; ICF Kaiser Engineers, Inc., a Delaware corporation and a wholly
owned subsidiary of ICF Kaiser; IPC; and six IPC shareholders (hereinafter
referred to as the "IPC Selling Shareholders". Pursuant to the IPC Agreement,
the Company issued 100,000 shares of Common Stock to IPC (the "IPC Shares") in
return for substantially all of IPC's assets, excluding certain accounts
receivable which were conveyed to an IPC shareholder to liquidate his loan to
IPC. The Company's subsidiary assumed only specified, listed contractual
obligations in connection with the asset purchase. All of the 100,000 IPC Shares
subsequently were distributed to the
2
<PAGE>
IPC Selling Shareholders by IPC in connection with the liquidation of IPC or as
an IPC dividend, and all such IPC Shares may be offered for sale by the IPC
Selling Shareholders. All of the IPC Shares were registered for resale pursuant
to a Registration Statement on Form S-1 (No. 33-64655) filed with the SEC on
November 30, 1995, and declared effective by the SEC on March 6, 1996. The
Company will not receive any of the proceeds from the sale of the IPC Shares.
The Company has been advised by the GAW Selling Shareholders, the EDA
Selling Shareholders, Mr. Balch, IPC, and the IPC Selling Shareholders that
there are no underwriting arrangements with respect to the sale of the GAW
Shares, the EDA Closing Shares, the EDA Returned Shares, the EDA Earn-out
Shares, the Balch Shares, and the IPC Shares (collectively the "Shares"), that
such Shares will be sold from time to time in public sales at then-prevailing
prices or at prices related to the then-current market price or in private
transactions at negotiated prices. The Shares may be sold through purchases by a
broker or dealer as principal and resold by such broker or dealer for its
account pursuant to this Prospectus or in ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the GAW Selling Shareholders, the EDA Selling
Shareholders, Mr. Balch, IPC, or the IPC Selling Shareholders may arrange for
other brokers or dealers to participate. Brokers or dealers will receive
commissions or discounts from such sellers in amounts to be negotiated
immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales.
---------------------
ICF Kaiser's Common Stock is traded on the New York Stock Exchange under
the symbol "ICF". The last sale price reported for such Common Stock on April 9,
1997, as quoted on the New York Stock Exchange Composite Tape, was $2.25.
---------------------
The date of this Prospectus is April __, 1997.
---------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information ......................................4
Incorporation of Certain Documents by Reference.............5
The Company.................................................6
Selected Consolidated Financial Data........................7
Risk Factors................................................8
Use of Proceeds............................................12
Selling Shareholders.......................................13
Legal Matters..............................................14
Experts....................................................14
</TABLE>
3
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission ("Commission"). Reports, proxy and information statements, and other
information filed by the Company can be inspected at the Commission's Public
Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: Northeast Regional Office, 7 World
Trade Center, Suite 1300, New York, New York 10048; and Midwest Regional Office,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of each
such document may be obtained from the Commission at the Public Reference
Section of the Commission's principal office in Washington, D.C. upon payment of
the charges prescribed by the Commission. The Commission also maintains a Web
site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The Company is such an electronic filer.
The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended (the "Securities Act") with respect to
the Common Stock offered hereby (the "Registration Statement"). As permitted by
the rules and regulations of the Commission, this Prospectus does not contain
all the information set forth in the Registration Statement and in the exhibits
thereto and is qualified by reference to such exhibits for a complete statement
of their respective terms and conditions.
The Company's Common Stock is listed on the New York Stock Exchange, Inc.
and trades under the symbol "ICF." Reports, proxy and information statements,
and other information concerning the Company can be inspected at the New York
Stock Exchange, Inc. 20 Broad Street, New York, NY 10005.
-----------------
No dealer, salesman, or other person has been authorized to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Company since
the date hereof or that the other information contained herein is correct at any
time subsequent to the date hereof.
4
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
pursuant to the Exchange Act (File No. 1-12248) and are incorporated herein by
reference and made a part hereof:
(1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, together with Amendment No. 1 thereto filed with
the Commission on April 21, 1997;
(2) the Company's Report on Form 8-K (Date of Report: December 31, 1996)
filed with the Commission on January 15, 1997;
(3) the Company's Report on Form 8-K (Date of Report: January 30, 1997)
filed with the Commission on February 10, 1997; and
(4) the description of capital stock found on pages 48-56 of the
Prospectus filed with the Commission on November 27, 1996, as part of
the Company's Registration Statement on Form S-1 (Registration No.
333-16937).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of filing of this Prospectus
and prior to the termination of the offering of the Common Stock covered by this
Prospectus are deemed to be incorporated by reference and shall be a part hereof
from their respective dates of filing.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, upon written or oral request, a copy of any and
all of the information that has been incorporated by reference in this
Prospectus, but not including exhibits to such information unless such exhibits
are specifically incorporated by reference into the information that this
Prospectus incorporated. Requests for copies of such information should be
directed to Paul Weeks, II, Senior Vice President, General Counsel and
Secretary, ICF Kaiser International, Inc., 9300 Lee Highway, Fairfax, Virginia
22031, telephone number (703) 934-3040.
5
<PAGE>
THE COMPANY
ICF Kaiser International, Inc., through ICF Kaiser Engineers, Inc. and its
other operating subsidiaries, is one of the nation's largest engineering,
construction, program management, and consulting services companies. The
Company's Federal Programs, ICF Kaiser Engineers & Constructors, and Consulting
Groups provide fully integrated services in the public and private sector of the
environment, infrastructure, energy, and basic metals and mining industry
markets. The "Company" or "ICF Kaiser" in this Prospectus refers to ICF Kaiser
International, Inc. and/or any of its consolidated subsidiaries. Effective
December 31, 1995, the Company changed its fiscal year end from February 28 to
December 31.
For the year ended December 31, 1996, ICF Kaiser reported gross and service
revenue of $1,248.4 million and $532.1 million, respectively. Service revenue is
derived by deducting the costs of subcontracted services and direct project
costs from gross revenue and adding the Company's share of the equity in income
of unconsolidated joint ventures and affiliated companies. During the year ended
December 31, 1996, the ten months ended December 31, 1995, and the year ended
February 28, 1995, the Company operated predominantly in one industry segment,
in which it provided engineering, construction, program management, consulting,
and other professional services. For the year ended December 31, 1996,
approximately 70% of the Company's consolidated gross revenue came from the U.S.
Department of Energy ("DOE"); other Federal agencies collectively accounted for
another approximately 10%.
<TABLE>
<CAPTION>
Year Ended Ten Months Ended Year Ended
December 31, 1996 December 31, 1995 February 28, 1995
----------------- ----------------- -----------------
<S> <C> <C> <C>
Gross revenue................. $1,248,443,000 $916,744,000 $861,518,000
Service revenue............... $ 532,116,000 $425,896,000 $459,786,000
Operating income.............. $ 21,180,000 $ 17,505,000 $ 13,688,000
Assets........................ $ 365,973,000 $369,517,000 $281,422,000
</TABLE>
As of December 31, 1996, the Company's contract backlog totaled
approximately $4.7 billion compared to $4.4 billion as of December 31, 1995.
Most of the Company's backlog relates to public-sector environmental projects
that span from one to five years. Approximately 20% of the $4.7 billion backlog
is expected to be worked off during the fiscal year ending December 31, 1997.
The Company's headquarters is located at 9300 Lee Highway, Fairfax,
Virginia 22031-1207, and its telephone number is (703) 934-3600. The Company's
five regional headquarters are located at 1800 Harrison St., Oakland, California
94612-3430 Telephone (510) 419-6000; Gateway View Plaza, 1600 West Carson St.,
Pittsburgh, Pennsylvania 15220 Telephone (412) 497-2000; 5718 Westheimer, Suite
1000, Houston, TX 77057 Telephone (713) 735-2900; Q.V. 1 Building, George's
Terrace, Perth, WA 6000, Australia Telephone 61-9-366-5366; and Regal House,
London Road, Twickenham, Middlesex, TW1-3QQ, England Telephone 44-181-892-4433.
Other offices include Livermore, Los Angeles, Rancho Cordova, San Diego, San
Francisco, San Rafael, and Universal City, California; Golden and Lakewood,
Colorado; Washington, DC; Ft. Lauderdale and Miami, Florida; Chicago, Illinois;
Ruston, Louisiana; Abington, Baltimore, Beltsville, Edgewood, and Lexington
Park, Maryland; Boston, Massachusetts; Las Vegas, Nevada; Iselin, New Jersey;
Albuquerque and Los Alamos, New Mexico; New York, New York; Richmond, Virginia;
Richland and Seattle, Washington. The Company's other international offices are
located in Brisbane and Sydney, Australia; Ostrava and Prague, Czech Republic;
Paris, France; Hong Kong; Budapest, Hungary; Mexico City, Mexico; Manila, the
Philippines; Lisbon, Portugal; Moscow, Russia; and Taipei, Taiwan.
ICF Kaiser International, Inc. is a Delaware corporation incorporated in
1987 under the name American Capital and Research Corporation. It is the
successor to ICF Incorporated, a nationwide consulting firm organized in 1969.
In 1988, the Company acquired the Kaiser Engineers business which dates from
1914. As of February 28, 1997, ICF Kaiser employed 5,047 persons.
6
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data of the Company for the year ended
December 31, 1996, the ten months ended December 31, 1995, and each year in the
three-year period ended February 28, 1995, have been derived from the Company's
audited consolidated financial statements. This information should be read in
conjunction with the consolidated financial statements and the related notes
thereto appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, which has been incorporated by reference into this
Prospectus. Certain reclassifications have been made to the prior period
financial statements to conform to the presentation used in the December 31,
1996, financial statements.
<TABLE>
<CAPTION>
(in thousands, except per share data)
Ten Months
Year Ended Ended Year Ended February 28,
December 31, December 31, ------------------------------------
1996 1995 1995 1994 (1) 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Gross revenue............................................ $ 1,248,443 $ 916,744 $861,518 $651,657 $678,882
Service revenue (2)...................................... 532,116 425,896 459,786 382,708 391,528
Operating income (loss).................................. 21,180 17,505 13,688 (5,230) 22,744
Income (loss) before income taxes, minority interests,and 14,484 6,303 1,239 (12,877) 14,894
extraordinary item...............................
Income (loss) before minority interests and
extraordinary item............................... 11,877 4,212 (1,661) (12,528) 8,639
Net income (loss) before extraordinary item.............. 5,834 2,252 (1,661) (12,528) 8,639
Net income (loss) ....................................... 5,834 2,252 (1,661) (18,497) 8,639
Net income (loss) available for common shareholders...... 3,656 449 (3,815) (25,322) 3,346
Primary and Fully Diluted Net Income (Loss)
Per Common Share:
Before extraordinary item ...................... $ 0.17 $ 0.02 $ (0.18) $ (0.92) $ 0.16
Extraordinary loss on early extinguishment
of debt.......................................... - - - (0.29) -
----------- ----------- -------- -------- -------
Total ....................................... $ 0.17 $ 0.02 $ (0.18) $ (1.21) $ 0.16
=========== =========== ======== ======== =======
Weighted average common and common equivalent
shares outstanding, assuming full dilution....... 22,062 21,517 20,957 20,886 21,272
Balance Sheet Data (end of period):
Total assets............................................. $ 365,973 $ 369,517 $281,422 $281,198 $293,076
Working capital.......................................... 113,898 84,589 91,640 87,648 85,861
Long-term liabilities.................................... 161,951 125,818 133,130 130,752 75,602
Redeemable perferred stock............................... - 19,787 19,617 20,212 44,824
Shareholders' equity..................................... 34,892 28,427 27,624 30,780 58,521
</TABLE>
- ----------------------
(1) In fiscal year 1994, the Company adopted Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement Benefits Other
than Pensions."
(2) Service revenue is derived by deducting the costs of subcontracted services
and direct project costs from gross revenue and adding the Company's share
of the equity in income of unconsolidated joint ventures and affiliated
companies.
7
<PAGE>
RISK FACTORS
Prospective purchasers of the Common Stock should carefully consider
the following, as well as other information contained in and incorporated in
this Prospectus.
Company is Highly Leveraged
At December 31, 1996, the Company had total indebtedness of $156.6
million, representing 79.2% of total capitalization. Effective March 8, 1996,
the Company agreed to increase the interest rate on the Company's 12% Senior
Subordinated Notes due 2003 (the "Senior Subordinated Notes") by one percent
until the Company achieves and maintains a specified level of earnings as
defined in the Fourth Supplemental Indenture to the Indenture dated as of
January 11, 1994 (as such Indenture has been and may be amended, restated,
supplemented or otherwise modified from time to time, the "1994 Indenture")
governing the Senior Subordinated Notes. The Indenture dated December 23, 1996
("1996 Indenture") governing the Company's 12% Senior Notes due 2003, Series B
("Senior Notes") contains an identical increased interest rate provision. The
Senior Subordinated Notes and the Senior Notes together are referred to as the
"Notes" in this Prospectus.
The degree to which the Company is leveraged could have important
consequences to the Company's security holders, including, but not limited to,
the following: (i) the Company's ability to obtain additional financing in the
future for working capital, capital expenditures, acquisitions, general
corporate, or other purposes may be limited; (ii) a substantial portion of the
Company's cash flow from operations will be dedicated to the payment of the
principal of, and interest on, its debt; (iii) the agreements governing the
Company's long-term debt contain certain restrictive financial and operating
covenants which could limit the Company's ability to compete as well as its
ability to expand; (iv) the Company's substantial leverage may make it more
vulnerable to economic downturns and reduce its flexibility in responding to
changing business and economic conditions; and (v) the level of the Company's
leverage may make it more difficult for the Company to obtain performance and
similar bonds. The ability of the Company to pay interest and principal on the
Notes and to satisfy its other debt obligations will be dependent on the future
operating performance of the Company, which could be affected by changes in
economic conditions and other factors, including factors beyond the control of
the Company. A failure to comply with the covenants and other provisions of its
debt instruments could result in events of default under such instruments, which
could permit acceleration of the debt under such instruments and in some cases
acceleration of debt under other instruments that contain cross-default or
cross-acceleration provisions.
If the Company is unable to generate sufficient cash flow to meet its
debt obligations, the Company may be required to renegotiate the terms of the
instruments relating to its long-term debt or to refinance all or a portion of
its long-term debt. However, there can be no assurance that the Company will be
able to successfully renegotiate such terms or refinance its indebtedness, or,
if the Company were able to do so, that the terms available would be favorable
to the Company. In the event that the Company were unable to refinance its
indebtedness or obtain new financing under these circumstances, the Company
likely would have to consider various other options such as the sale of certain
assets to meet its required debt service, negotiation with its lenders to
restructure applicable indebtedness, or other options available to it under law.
History of Net Losses
As shown in the following table, for two of the past five fiscal
years, the Company has had net losses (dollars in thousands).
<TABLE>
<CAPTION>
Year Ten Months
Ended Ended Year Ended February 28,
December 31, December 31, ---------------------------------------------
1996 1995 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net income (loss) $ 5,834 $ 2,252 $ (1,661) $ (18,497) $ 8,639
Net income (loss) available
for common shareholders 3,656 449 (3,815) (25,322) 3,346
</TABLE>
8
<PAGE>
Limited Ability to Incur Additional Debt
Excluding borrowings under the Company's Credit Facility dated as of
May 6, 1996, as amended with a consortium of banks (with CoreStates Bank, N.A.,
as Agent) (the "Credit Facility"), the 1994 Indenture and the 1996 Indenture
(together, the "Indentures") limit the Company's ability to incur additional
Indebtedness (as defined). The amount of available additional Indebtedness may
be insufficient for working capital needs, potential acquisitions, significant
capital expenditures, repayment of debt, or other purposes.
Company Dependent on Federal Government Contracts
A substantial portion of ICF Kaiser's revenues are derived from
services performed directly or indirectly under contracts with various agencies
and departments of the federal government. During the year ended December 31,
1996, approximately 80% of the Company's consolidated gross revenue was derived
from contracts with the U.S. Government. During that year, the DOE accounted for
approximately 70% of consolidated gross revenue, and other federal agencies
collectively accounted for approximately 10% of the Company's consolidated gross
revenue.
Contracts made with the U.S. government generally are subject to
annual approval of funding. Limitations imposed on spending by federal
government agencies, which might result from efforts to reduce the federal
deficit or for other reasons, may limit the continued funding of the Company's
existing federal government contracts and may limit the ability of the Company
to obtain additional contracts. These limitations, if significant, could have a
material adverse effect on the Company.
The Company has a substantial number of cost-reimbursement contracts
with the U.S. government, the costs of which are subject to audit by the U.S.
government. As a result of pending audits relating to fiscal years 1986 forward,
the government has asserted, among other things, that certain costs claimed as
reimbursable under government contracts either were not allowable or not
allocated in accordance with federal procurement regulations. The Company is
actively working with the government to resolve these issues. The Company has
provided for its estimate of the potential effect of issues that have been
quantified, including its estimate of disallowed costs for the periods currently
under audit and for periods not yet audited. Many of the issues, however, have
not been quantified by the government or the Company, and others are qualitative
in nature, and their potential financial impact, if any, is not quantifiable by
the government or the Company at this time. This provision will be reviewed
periodically as discussions with the government progress.
All federal contracts may be terminated by the U.S. government at any
time, with or without cause. There can be no assurance that existing or future
federal government contracts would not be terminated or that the government will
continue to use the Company's services at levels comparable to current use.
Risk Associated with Company's Pledge of Assets
The Company and most of its subsidiaries have granted a security
interest in substantially all of their accounts receivable and certain other
assets to secure all debt incurred pursuant to the Credit Facility. The Company
would not be able to incur additional debt (including additional debt permitted
by the Credit Facility and Indentures) if the Company were required to pledge
assets in connection with the incurrence of such additional Indebtedness.
Limited Ability to Make Acquisitions and Other Investments
The Credit Facility limits the Company's ability to make acquisitions
and other investments, and the Indentures limit the Company's ability to make
restricted payments, including certain payments in connection with investments
and acquisitions. Limitations in the 1994 Indenture are based in part on the
Company's Consolidated Net Income (as defined) during the period since August
31, 1993; the losses incurred by the Company during fiscal 1994 and 1995 have
the effect of making this limitation very restrictive.
The indebtedness, investment, acquisition, and restricted payment
limitations in the Credit Facility and the Indentures discussed above mean that
during the next several years, unless the Credit Facility and Indentures are
amended, it likely will be necessary for the Company to issue additional equity
securities to fund any significant
9
<PAGE>
acquisitions and to invest significant amounts in joint ventures. These
limitations may make it more difficult for the Company to compete effectively in
its markets.
Limitations on Change of Control
In the event of a Change of Control, as defined in the Indentures,
the Company would be required, subject to certain conditions, to offer to
purchase all outstanding Notes at a price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, thereon to the date of
purchase. As of December 31, 1996, the Company did not have sufficient funds
available to purchase all of the Notes were they to be tendered in response to
an offer made as a result of such a Change of Control. There can be no assurance
that, at the time of a Change of Control, the Company will have sufficient cash
to repay all amounts due under the Notes. If, following a Change of Control, the
Company has insufficient funds to purchase all of the Notes tendered pursuant to
such an offer, an event of default in respect of such Notes would occur which
could result in cross-default or cross-acceleration under other debt
instruments. The Change of Control provisions of the Indentures may have the
effect of discouraging attempts by a person or group to take control of the
Company.
The Company's Restated Certificate of Incorporation, By-laws,
Shareholder Rights Plan, and certain other agreements contain provisions that
could have the effect of delaying or preventing a change of control of the
Company or affect the Company's ability to engage in certain extraordinary
transactions.
Company Dependent on Governmental Environmental Regulation Continuing
A substantial portion of the Company's business has been generated
either directly or indirectly as a result of federal and state laws,
regulations, and programs related to environmental issues. Accordingly, a
reduction in the number or scope of these laws and regulations, or changes in
government policies regarding the funding, implementation, or enforcement of
such laws, regulations, and programs, could have a material adverse effect on
the Company's business. In addition, any significant effort by the DOE to reduce
the role of private contractors in environmental projects could have a material
adverse effect on the Company.
Potential Environmental Liability
The assessment, analysis, remediation, handling, management, and
disposal of hazardous substances necessarily involve significant risks,
including the possibility of damages or personal injuries caused by the escape
of hazardous materials into the environment, and the possibility of fines,
penalties, or other regulatory action. These risks include potentially large
civil and criminal liabilities for violations of environmental laws and
regulations, and liabilities to customers and to third parties for damages
arising from performing services for clients.
Potential Liabilities Arising Out of Environmental Laws and
Regulations
All facets of the Company's business are conducted in the context of
a rapidly developing and changing statutory and regulatory framework. The
Company's operations and services are affected by and subject to regulation by a
number of federal agencies, including EPA and the Occupational Safety and Health
Administration, as well as applicable state and local regulatory agencies.
The Comprehensive Environmental Response, Compensation, and Liability
Act ("CERCLA") of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, addresses cleanup of sites at which there has been
a release or threatened release of hazardous substances into the environment.
Increasingly, there are efforts to expand the reach of CERCLA to make
environmental contractors responsible for cleanup costs by claiming that
environmental contractors are owners or operators of hazardous waste facilities
or that they arranged for treatment, transportation, or disposal of hazardous
substances. Several recent court decisions have accepted these claims. Should
the Company be held responsible under CERCLA for damages caused while performing
services or otherwise, it may be forced to bear such liability by itself,
notwithstanding the potential availability of contribution or indemnity from
other parties.
The Resource Conservation and Recovery Act ("RCRA") of 1976, as
amended by the Hazardous and Solid Waste Amendments of 1984 ("HSWA"), governs
hazardous waste generation, treatment, transportation, storage, and disposal.
RCRA, or EPA-approved state programs at least as stringent, govern waste
handling activities involving
10
<PAGE>
wastes classified as "hazardous." Substantial fees and penalties may be imposed
under RCRA and similar state statutes for any violation of such statutes and the
regulations thereunder.
Potential Environmental Liabilities Involving Clients and Third
Parties
In performing services for its clients, the Company could potentially
be liable for breach of contract, personal injury, property damage, and
negligence (including improper or negligent performance or design, failure to
meet specifications, and breaches of express or implied warranties). The damages
available to a client, should it prevail in its claims, are potentially large
and could include consequential damages.
Environmental contractors, in connection with work performed for
clients, potentially face liabilities to third parties from various claims,
including claims for property damage or personal injury stemming from a release
of hazardous substances or otherwise. Claims for damage to third parties could
arise in a number of ways, including through a sudden and accidental release or
discharge of contaminants or pollutants during the performance of services;
through the inability, despite reasonable care, of a remedial plan to contain or
correct an ongoing seepage or release of pollutants; through the inadvertent
exacerbation of an existing contamination problem; or through reliance on
reports or recommendations prepared by the Company. Personal injury claims could
arise contemporaneously with performance of the work or long after completion of
the project as a result of alleged exposure to toxic or hazardous substances. In
addition, increasing numbers of claimants assert that companies performing
environmental remediation should be adjudged strictly liable, i.e., liable for
damages even though its services were performed using reasonable care, on the
grounds that such services involved "abnormally dangerous activities."
Clients frequently attempt to shift various liabilities arising out
of remediation of their own environmental problems to contractors through
contractual indemnities. Such provisions seek to require the Company to assume
liabilities for damage or personal injury to third parties and property and for
environmental fines and penalties. The Company has endeavored to protect itself
from potential liabilities resulting from pollution or environmental damage by
obtaining indemnification from its private-sector clients and intends to
continue this practice in the future. Under most of these contracts, the Company
has been successful in obtaining such indemnification; however, such
indemnification generally is not available if such liabilities arise as a result
of breaches by the Company of specified standards of care or if the indemnifying
party has insufficient assets to cover the liability. The Company's subsidiary,
ICF Kaiser Remediation Company, is the entity through which the Company intends
to increase its remediation activities performed for public- and private-sector
clients. The Company will continue its efforts to minimize the risks and
potential liability associated with its remediation activities by performing all
remediation contracts in a professional manner and by carefully reviewing any
and all remediation contracts it signs in an effort to ensure that its
environmental clients accept responsibility for their own environmental
problems.
For EPA contracts involving field services in connection with
Superfund response actions, the Company is eligible for indemnification under
Section 119 of CERCLA for pollution and environmental damage liability resulting
from release or threatened release of hazardous substances. Some of the
Company's clients (including private clients, DOE, and the U.S. Department of
Defense) are Potentially Responsible Parties (PRPs) under CERCLA. Under the
Company's contracts with these PRPs, the Company has the right to seek
contribution from these PRPs for liability imposed on the Company in connection
with its work at these clients' CERCLA sites and generally qualifies for the
limitations on liabilities under CERCLA Section 119(a). In addition, in
connection with contracts involving field services at 10 of DOE's weapons
facilities, including the DOE's Hanford site, the Company is indemnified under
the Price-Anderson Act, as amended, against liability claims arising out of
contractual activities involving a nuclear incident. Recently, EPA has
constricted significantly the circumstances under which it will indemnify its
contractors against liabilities incurred in connection with CERCLA projects.
There are other proposals both in Congress and at the regulatory agencies to
further restrict indemnification of contractors from third-party claims.
The Company, through Kaiser-Hill Company, LLC, a limited liability
company owned equally by the Company and CH2M Hill Companies, Ltd.
("Kaiser-Hill"), performs DOE's Performance Based Integrating Management
Contract at DOE's Rocky Flats Environmental Technology Site near Denver,
Colorado. Rocky Flats is a former DOE nuclear weapons production facility. Under
Kaiser-Hill's contract with the DOE, Kaiser-Hill is not responsible for, and DOE
pays all costs associated with, any liability (including without limitation, a
claim involving strict or absolute liability and any civil fine or penalty,
expense, or remediation cost, but limited to those of a civil nature), which may
be incurred by, imposed on, or asserted against Kaiser-Hill arising out of any
act or failure to act, condition, or exposure which occurred before Kaiser-Hill
assumed responsibility at the site on July 1, 1995 ("pre-
11
<PAGE>
existing conditions"). To the extent the acts or omissions of Kaiser-Hill
constitute willful misconduct, lack of good faith, or failure to exercise
prudent business judgment on the part of Kaiser-Hill's managerial personnel and
cause or add to any liability, expense, or remediation cost resulting from pre-
existing conditions, Kaiser-Hill is responsible, but only for the incremental
liability, expense, or remediation caused by Kaiser-Hill.
The Kaiser-Hill contract further provides that Kaiser-Hill shall be
reimbursed for the reasonable cost of bonds and insurance allocable to the Rocky
Flats contract and for liabilities (and expenses incidental to such liabilities,
including litigation costs) to third parties not compensated by insurance or
otherwise. The exception to this reimbursement provision applies to liabilities
caused by the willful misconduct or lack of good faith of Kaiser-Hill's
managerial personnel or the failure to exercise prudent business judgment by
Kaiser-Hill's managerial personnel.
In connection with its services to its environmental, infrastructure,
and industrial clients, the Company works closely with federal and state
government environmental compliance agencies, and occasionally contests the
conclusions those agencies reach regarding the Company's compliance with permits
and related regulations. To date, the Company never has paid a fine in a
material amount or had liability imposed on it for pollution or environmental
damage in connection with its services; however, there can be no assurance that
the Company will not have substantial liability imposed on it for any such
damage in the future.
Highly Competitive Market for Company's Services
The market for the Company's services is highly competitive. The
Company and its subsidiaries compete with many other environmental consulting,
engineering and construction firms ranging from small firms to large
multinational firms having substantially greater financial, management, and
marketing resources than the Company. Other competitive factors include quality
of services, technical qualifications, reputation, geographic presence, price,
and the availability of key professional personnel.
Risks Associated with Company's Ability to Attract and Retain Professional
Personnel
The Company's ability to retain and expand its staff of qualified
professionals is an important factor in determining the Company's future
success. The market for these professionals, especially environmental
professionals, is competitive. There can be no assurance that the Company will
continue to be successful in its efforts to attract and retain such
professionals.
Fluctuations in Quarterly Financial Results
The Company's quarterly financial results may be affected by a number
of factors, including the commencement, completion, or termination of major
projects. Accordingly, results for any one quarter are not necessarily
indicative of results for any other quarter or for the year.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the 1,478,212 shares
of Common Stock offered hereby for resale by the Selling Shareholders.
12
<PAGE>
<TABLE>
<CAPTION>
SELLING SHAREHOLDERS
============================================================================================================================
Name Beneficial Ownership GAW Shares Not Number of Beneficial Ownership of
of GAW Shares Restricted Shares of Shares of Common Stock
Restricted Against Against Common Stock After Giving Effect
Transfer Transfer prior Offered for Sale to Proposed Sale
Until 7/22/97 to 7/22/97 (a)
============================================================================================================================
<S> <C> <C> <C> <C>
Georgia A. Wilson (b) 238,794 63,478 302,272 0
----------------------------------------------------------------------------------------------------------------------------
James R. Ainsworth (b) 102,340 27,205 129,545 0
----------------------------------------------------------------------------------------------------------------------------
Danny L. Sherwood (b) 17,955 4,773 22,728 0
----------------------------------------------------------------------------------------------------------------------------
Total 359,089 95,456 454,545 0
============================================================================================================================
</TABLE>
(a) The Company issued 454,545 shares of Common Stock to the GAW Selling
Shareholders in return for all the outstanding shares of Georgia A. Wilson
& Associates, Inc.
(b) Ms. Wilson, Mr. Ainsworth, and Mr. Sherwood are employees of ICFK/GW.
<TABLE>
<CAPTION>
============================================================================================================================
Name Beneficial Beneficial Beneficial Number of Shares Beneficial Ownership of
Ownership Ownership of Ownership of of Common Stock Shares of Common Stock
of EDA EDA EDA Earn-out Offered for Sale After Giving Effect
Closing Returned Shares (a) (b) to Proposed Sale
Shares Shares (a)
============================================================================================================================
<S> <C> <C> <C> <C> <C>
Douglas A. Huppert (c) 11,475 0 31,875 43,350 (b)
----------------------------------------------------------------------------------------------------------------------------
Igor Livshin (c) 39,152 15,356 151,406 205,914 (b)
----------------------------------------------------------------------------------------------------------------------------
Daniel A. Milliron (c) 39,998 19,288 164,688 223,974 (b)
----------------------------------------------------------------------------------------------------------------------------
Terry B. Soesbee (c) 39,152 15,356 151,406 205,912 (b)
----------------------------------------------------------------------------------------------------------------------------
Timothy V. Treadwell (c) 11,475 0 31,875 43,350 (b)
----------------------------------------------------------------------------------------------------------------------------
Total 141,250 50,000 531,250 772,500 (b)
============================================================================================================================
</TABLE>
(a) The 50,000 EDA Returned Shares and the 531,250 EDA Earn-out Shares
are being held in escrow, but may be offered for sale by the EDA
Selling Shareholders if delivered to the EDA Selling Shareholders at
the end of the earn-out periods.
(b) The Company issued 722,500 shares of Common Stock to the EDA Selling
Shareholders in return for all the outstanding shares of EDA,
Incorporated.
(c) Messrs. Huppert, Livshin, Milliron, Soesbee, and Treadwell are
employees of EDA.
<TABLE>
<CAPTION>
============================================================================================================================
Name Beneficial Number of Shares Number of Beneficial Ownership of Shares of
Ownership of of Common Stock Shares Pledged Common Stock After Giving Effect
Balch Shares Offered for Sale (a) to Proposed Sale
============================================================================================================================
<S> <C> <C> <C> <C>
John G. Balch (a) 201,167 36,167 165,000 (a)
----------------------------------------------------------------------------------------------------------------------------
Total 201,167 36,167 165,000 (a)
============================================================================================================================
</TABLE>
(a) Mr. Balch pledged 275,000 of the originally issued Balch Shares as
security for all loans owed by Mr. Balch to a wholly owned indirect
subsidiary of the Company ("Excell"). In satisfaction of all loans
owed by Mr. Balch to Excell, Excell is obligated to accept 55,000
pledged Balch Shares on each of the first five anniversaries of April
2, 1996, or on such earlier date(s) as Mr. Balch may elect. As of
April 10, 1997, a total of 110,000 were so accepted, leaving a
balance of 165,000 Pledged Shares. Mr. Balch had been an employee of
Excell for a period of years prior to March 1995.
13
<PAGE>
<TABLE>
<CAPTION>
============================================================================================================================
Name Beneficial Beneficial Number of Shares Beneficial Ownership of
Ownership of Ownership of IPC of Common Stock Shares of Common Stock
IPC Shares Shares (following Offered for Sale After Giving Effect to
(a) distribution) Proposed Sale
============================================================================================================================
<S> <C> <C> <C> <C>
The IPC Company (a) 100,000 0 0 0
----------------------------------------------------------------------------------------------------------------------------
The IPC Selling Shareholders
----------------------------------------------------------------------------------------------------------------------------
Carlos E. Camacho (b) 28,369 28,369 0
----------------------------------------------------------------------------------------------------------------------------
Norman P. Kolb (b) 4,965 4,965 0
----------------------------------------------------------------------------------------------------------------------------
Glynn R. Kruger (c) 28,368 28,368 0
----------------------------------------------------------------------------------------------------------------------------
Glynn R. Kruger, Jr. (c) 28,368 28,368 0
----------------------------------------------------------------------------------------------------------------------------
Charles A. Reeves, Jr. (b) 4,965 4,965 0
----------------------------------------------------------------------------------------------------------------------------
Richard H. Street (b) 4,965 4,965 0
----------------------------------------------------------------------------------------------------------------------------
Total 100,000 100,000 100,000 0
============================================================================================================================
</TABLE>
(a) The Company issued 100,000 shares of Common Stock to IPC (the "IPC
Shares") in return for substantially all of IPC's assets, excluding
certain accounts receivable which were conveyed to an IPC shareholder
to liquidate his loan to IPC. The Company assumed only specified,
listed contractual obligations in connection with the asset purchase.
All of the 100,000 IPC Shares subsequently were distributed to the
IPC Selling Shareholders by IPC. All such shares may be offered for
resale by the IPC Selling Shareholders.
(b) This individual became an employee of a wholly owned subsidiary of
the Company following the purchase of substantially all of the IPC
Company's assets by the Company.
(c) This individual or entity was a shareholder of the IPC Company.
LEGAL MATTERS
Matters relating to the legality of the 1,478,212 shares of Common
Stock being offered by this Prospectus have been passed upon for the Company by
Paul Weeks, II, Esq., Senior Vice President, General Counsel, and Secretary of
the Company.
As of March 31, 1997, Mr. Weeks directly owned 28,675 shares of
Common Stock. In addition, as of December 31, 1996, Mr. Weeks owned 6,490 shares
of Common Stock which are held by the Company's Employee Stock Ownership Plan
("ESOP") and allocated to his ESOP account and another 3,353 shares which are
held in the Company's Retirement Plan and allocated to Mr. Weeks. As of March
31, 1997, Mr. Weeks had options to purchase 26,667 shares of Common Stock
(17,334 of which are exercisable during the 60-day period beginning March 31,
1997).
EXPERTS
The Consolidated Financial Statements of ICF Kaiser International,
Inc. and subsidiaries, which have been incorporated herein by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1996, have been incorporated by reference herein in reliance on the report of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
------------------------------------------
The following exhibit is included as part of this Registration
Statement.
Exhibit No. Description
- ----------- -----------
Exhibit No. 23 Consent of Coopers & Lybrand L.L.P.
Item 17. Undertakings
------------
The undersigned registrant hereby undertakes:
(a)(l) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include a prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or event arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that the undertakings set forth in paragraphs (a) (l)(i) and
- -------- -------
(a)(l)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) That for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or
15
<PAGE>
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-effective Amendment No. 1 on Form S-3 to Registration Statement on Form S-1
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Fairfax, the Commonwealth of Virginia, on this 21st of April, 1997.
ICF Kaiser International, Inc.
(Registrant)
Date: April 21, 1997 By /s/ James O. Edwards
-------------------------------
James O. Edwards,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment No. 1 on Form S-3 to Registration Statement on Form S-1
has been signed below by the following persons in the capacities and on the
dates indicated.
(1) Principal executive officer
Date: April 21, 1997 By /s/ James O. Edwards
-------------------------------
James O. Edwards,
Chairman and Chief Executive Officer
(2) Principal financial and accounting officer
Date: April 21, 1997 By /s/ Michael K. Goldman
-------------------------------
Michael K. Goldman,
Executive Vice President,
Chief Administrative Officer,
and Acting Chief Financial Officer
16
<PAGE>
(3) The Board of Directors
Date: April 21, 1997 By /s/ Tony Coelho *
---------------------------------
Tony Coelho,
Director
Date: April 21, 1997 By /s/ James O. Edwards
---------------------------------
James O. Edwards,
Director
Date: April 21, 1997 By /s/ Richard K. Nason *
---------------------------------
Richard K. Nason
Director
Date: April 21, 1997 By /s/ Maynard H. Jackson *
---------------------------------
Maynard H. Jackson,
Director
Date: April 21, 1997 By /s/ Thomas C. Jorling *
---------------------------------
Thomas C. Jorling,
Director
Date: April 21, 1997 By
---------------------------------
Hazel R. O'Leary,
Director
Date: April 21, 1997 By /s/ Marc Tipermas *
---------------------------------
Marc Tipermas,
Director
* By /s/ Paul Weeks, II
--------------------------------------
Paul Weeks, II, Attorney-in-fact
17
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-effective
Amendment No. 1 on Form S-3 to Registration Statement No. 333-16937 on Form S-1
of our report dated February 28, 1997, on our audits of the consolidated
financial statements and the financial statement schedule of ICF Kaiser
International, Inc. and Subsidiaries as of December 31, 1996 and 1995, and for
the years ended December 31, 1996, the ten months ended December 31, 1995, and
the year ended February 28, 1995, which report is included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996. We also consent
to the reference to our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
Washington, D.C.
April 21, 1997
