<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
____________________
FORM 11-K
____________________
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from _____ to _____
Commission file number 1-12248
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ICF Kaiser International, Inc. Section 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, Virginia 22031-1207
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
___________________
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND 1995
AND FOR THE YEARS THEN ENDED
AND REPORT THEREON
_____________
<PAGE>
Financial Statements
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Accountants 1
Statements of Net Assets Available for Benefits with Fund Information 2-3
Statements of Changes in Net Assets Available for Benefits with Fund
Information 4-5
Notes to Financial Statements 6-10
Item 27a - Schedule of Assets Held for Investment Purposes 12
Item 27d - Schedule of Reportable Transactions 13
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
ICF Kaiser International, Inc. 401(k) Plan Committee
Fairfax, Virginia
We have audited the accompanying statements of net assets available for benefits
of the ICF Kaiser International, Inc. Section 401(k) Plan (the Plan) as of
December 31, 1996 and 1995, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1996 and 1995, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 31, 1996 and reportable transactions
for the year ended December 31, 1996 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for benefits and the statements of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and fund information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Coopers & Lybrand, L.L.P.
McLean, Virginia
June 27, 1997
1
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------------
Vanguard
Fixed Income Vanguard
Securities Fund- Money
Vanguard/ Vanguard/ Long-term Market Vanguard
Wellington Morgan Growth Corporate Reserves-Prime Index Trust-500
Fund Fund Portfolio Portfolio Portfolio
-------------- --------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments at fair value
Mutual funds $25,385,629 $13,871,751 $ 6,423,652 $16,316,031 $24,122,951
Loans to participants - - - - -
----------- ----------- ----------- ----------- -----------
25,385,629 13,871,751 6,423,652 16,316,031 24,122,951
Employee contributions receivable 73,759 47,236 20,181 37,632 83,433
Employer contributions receivable 19,398 12,167 5,456 10,508 21,093
Loan payments receivable 7,423 4,692 1,961 4,486 7,683
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $25,486,209 $13,935,846 $ 6,451,250 $16,368,657 $24,235,160
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------
Vanguard
Vanguard Vanguard/ International Loans
Explorer PRIMECAP Growth ICF Kaiser to
Fund Fund Portfolio Stock Fund Participants Total
----------- ------------ ---------------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value
Mutual funds $ 1,551,899 $ 1,119,492 $ 2,213,313 $ 726,811 $ - $91,731,529
Loans to participants - - - - 2,650,472 2,650,472
----------- ----------- ----------- ---------- ----------- -----------
1,551,899 1,119,492 2,213,313 726,811 2,650,472 94,382,001
Employee contributions receivable 14,720 18,622 16,434 5,037 - 317,054
Employer contributions receivable 3,985 4,962 3,948 1,379 - 82,896
Loan payments receivable 576 459 807 593 - 28,680
----------- ----------- ----------- ---------- ----------- -----------
Net assets available for benefits $ 1,571,180 $ 1,143,535 $ 2,234,502 $ 733,820 $ 2,650,472 $94,810,631
=========== =========== =========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------
Vanguard
Fixed Income Vanguard
Securities Fund- Money
Vanguard/ Vanguard/ Long-term Market Vanguard
Wellington Morgan Growth Corporate Reserves-Prime Index Trust-500
Fund Fund Portfolio Portfolio Portfolio
------------ ------------- ---------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments at fair value
Mutual funds $ 24,706,349 $ 10,406,949 $ 7,314,668 $ 16,094,203 $ 17,833,175
Loans to participants - - - - -
------------ ------------- -------------- ------------ ------------
24,706,349 10,406,949 7,314,668 16,094,203 17,833,175
Employee contributions receivable 78,397 45,394 26,872 41,062 75,999
Employer contributions receivable 20,563 11,508 7,193 10,855 19,505
Loan payments receivable 6,139 3,994 2,305 4,398 6,070
------------ ------------- -------------- ------------ ------------
Net assets available for benefits $ 24,811,448 $10,467,845 $ 7,351,038 $ 16,150,518 $ 17,934,749
============ ============= ============== ============ ============
<CAPTION>
Participant Directed
-------------------------------------------------------
Vanguard
Vanguard Vanguard/ International Loans
Explorer PRIMECAP Growth ICF Kaiser to
Fund Fund Portfolio Stock Fund Participants Total
---------- ---------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value
Mutual funds $ 590,688 $ 23,571 $ 832,057 $ 747,744 $ - $ 78,549,404
Loans to participants - - - - 2,282,457 2,282,457
---------- ---------- ------------ ------------ -------------- --------------
590,688 23,571 832,057 747,744 2,282,457 80,831,861
Employee contributions receivable 8,307 720 9,394 5,767 - 291,912
Employer contributions receivable 2,111 172 2,362 1,617 - 75,886
Loan payments receivable 334 37 500 356 - 24,133
---------- ---------- ------------ ------------ -------------- --------------
Net assets available for benefits $ 601,440 $ 24,500 $ 844,313 $ 755,484 $ 2,282,457 $ 81,223,792
========== ========== ============ ============ ============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1996
Participant Directed
-------------------------------------------------------------------------------------------
Vanguard
Fixed Income Vanguard
Securities Fund- Money
Vanguard/ Vanguard/ Long-term Market Vanguard
Wellington Morgan Growth Corporate Reserves-Prime Index Trust-500
Fund Fund Portfolio Portfolio Portfolio
----------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 2,174,436 $ 1,342,380 $ 655,288 $ 1,084,996 $ 2,295,288
Employer contributions 567,846 346,354 177,456 298,059 583,936
Assets transferred from other plans 389,703 261,910 97,014 299,848 450,621
Net appreciation (depreciation)
in fair value of investments 1,776,407 1,159,152 (531,356) - 3,815,924
Investment Income:
Interest - - - - -
Dividends 2,055,503 1,347,657 579,778 825,913 517,255
----------- ----------- --------- ----------- -----------
Total additions 6,963,895 4,457,453 978,180 2,508,816 7,663,024
----------- ----------- --------- ----------- -----------
Deductions:
Withdrawals 5,177,310 1,086,990 721,353 1,672,221 1,875,918
Loans discharged to terminated
employees - - - - -
Trust management fees 14,613 8,412 3,907 11,451 13,880
----------- ----------- --------- ----------- -----------
Total deductions 5,191,923 1,095,402 725,260 1,683,672 1,889,798
----------- ----------- --------- ----------- -----------
Net assets transferred among funds (1,097,211) 105,950 (1,152,708) (607,005) 527,185
----------- ----------- --------- ----------- -----------
Net increase (decrease) 674,761 3,468,001 (899,788) 218,139 6,300,411
Net assets available for benefits
at beginning of year 24,811,448 10,467,845 7,351,038 16,150,518 17,934,749
----------- ----------- --------- ----------- -----------
Net assets available for benefits
at end of year $25,486,209 $13,935,846 $6,451,250 $16,368,657 $24,235,160
=========== =========== ========== =========== ===========
<CAPTION>
Vanguard
Vanguard Vanguard/ International Loans
Explorer PRIMECAP Growth ICF Kaiser to
Fund Fund Portfolio Stock Fund Participants Total
--------- --------- --------- --------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 319,180 $ 302,012 $ 389,960 $ 168,743 $ - $ 8,732,283
Employer contributions 82,992 80,018 97,079 46,984 - 2,280,724
Assets transferred from other plans 115,571 136,385 113,059 49,189 - 1,913,300
Net appreciation (depreciation)
in fair value of investments 39,654 82,090 122,440 (528,663) - 5,935,648
Investment Income:
Interest - - - - 156,372 156,372
Dividends 80,310 29,360 94,204 - - 5,529,980
--------- --------- --------- --------- -------------- -----------
Total additions 637,707 629,865 816,742 (263,747) 156,372 24,548,307
--------- --------- --------- --------- -------------- -----------
Deductions:
Withdrawals 66,102 38,469 133,368 14,610 - 10,786,341
Loans discharged to terminated
employees - - - - 116,413 116,413
Trust management fees 1,897 1,495 2,136 923 - 58,714
--------- --------- --------- --------- -------------- -----------
Total deductions 67,999 39,964 135,504 15,533 116,413 10,961,468
--------- --------- --------- --------- -------------- -----------
Net assets transferred among funds 400,032 529,134 708,951 257,616 328,056 -
--------- --------- --------- --------- -------------- -----------
Net increase (decrease) 969,740 1,119,035 1,390,189 (21,664) 368,015 13,586,839
Net assets available for benefits
at beginning of year 601,440 24,500 844,313 755,484 2,282,457 81,223,792
--------- --------- --------- --------- -------------- -----------
Net assets available for benefits
at end of year $1,571,180 $1,143,535 $2,234,502 $ 733,820 $ 2,650,472 $94,810,631
========== ========== ========== ========= ============== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1995
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------
Vanguard
Fixed Income Vanguard
Securities Fund- Money
Vanguard/ Vanguard/ Long-term Market Vanguard
Wellington Morgan Growth Corporate Reserves-Prime Index Trust-500
Fund Fund Portfolio Portfolio Portfolio
----------- ------------- ---------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 2,220,749 $ 1,245,287 $ 795,351 $ 1,293,075 $ 2,077,788
Employer contributions 572,699 315,944 213,231 344,629 527,876
Assets transferred from other plans 186,631 211,623 38,239 210,264 408,465
Net appreciation (depreciation)
in fair value of investments 4,881,589 1,692,211 1,030,892 - 4,237,633
Investment Income:
Interest - - - - -
Dividends 1,216,611 890,769 451,361 927,438 403,743
----------- ----------- ---------- ----------- -----------
Total additions 9,078,279 4,355,834 2,529,074 2,775,406 7,655,505
----------- ----------- ---------- ----------- -----------
Deductions:
Withdrawals 2,065,326 853,389 575,961 2,120,392 1,342,126
Loans discharged to terminated
employees - - - - -
Trust management fees 14,280 7,579 4,790 13,169 12,229
----------- ----------- ---------- ----------- -----------
Total deductions 2,079,606 860,968 580,751 2,133,561 1,354,355
----------- ----------- ---------- ----------- -----------
Net assets transferred among funds (855,233) 39,312 (78,980) (174,876) (200,249)
----------- ----------- ---------- ----------- -----------
Net increase 6,143,440 3,534,178 1,869,343 466,969 6,100,901
Net assets available for benefits
at beginning of year 18,668,008 6,933,667 5,481,695 15,683,549 11,833,848
----------- ----------- ---------- ----------- -----------
Net assets available for benefits
at end of year $24,811,448 $10,467,845 $7,351,038 $16,150,518 $17,934,749
=========== =========== ========== =========== ===========
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------
Vanguard
Vanguard Vanguard/ International Loans
Explorer PRIMECAP Growth ICF Kaiser to
Fund Fund Portfolio Stock Fund Participants Total
-------- --------- ------------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 106,669 $ 720 $ 123,962 $ 163,544 $ - $ 8,027,145
Employer contributions 25,939 172 30,060 45,659 - 2,076,209
Assets transferred from other plans 20,642 - 30,060 14,610 - 1,120,534
Net appreciation (depreciation)
in fair value of investments 19,634 308 32,313 163,154 - 12,057,734
Investment Income:
Interest - - - - 127,483 127,483
Dividends 45,618 - 21,394 - - 3,956,934
---------- ---------- ---------- ---------- ----------- -----------
Total additions 218,502 1,200 237,789 386,967 127,483 27,366,039
---------- ---------- ---------- ---------- ----------- -----------
Deductions:
Withdrawals 50,131 - 35,012 12,582 - 7,054,919
Loans discharged to terminated
employees - - - - 110,359 110,359
Trust management fees 526 - 682 826 - 54,081
---------- ---------- ---------- ---------- ----------- -----------
Total deductions 50,657 - 35,694 13,408 110,359 7,219,359
---------- ---------- ---------- ---------- ----------- -----------
Net assets transferred among funds 433,595 23,300 642,218 (50,732) 221,645 -
---------- ---------- ---------- ---------- ----------- -----------
Net increase 601,440 24,500 844,313 322,827 238,769 20,146,680
Net assets available for benefits
at beginning of year - - - 432,657 2,043,688 61,077,112
---------- ---------- ---------- ---------- ----------- -----------
Net assets available for benefits
at end of year $ 601,440 $ 24,500 $ 844,313 $ 755,484 $ 2,282,457 $81,223,792
========== ========== ========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A -- DESCRIPTION OF THE PLAN
The following description of the ICF Kaiser International, Inc. Section 401(k)
Plan (the Plan) provides only general information. Participants should refer to
the plan agreement for more detailed information. The Plan was established
effective March 1, 1989 in accordance with Section 401(k) of the Internal
Revenue Code. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA) and is administered by an administrator
appointed by ICF Kaiser International, Inc. (the Company). The Plan is a
voluntary, defined contribution plan that allows eligible employees of the
Company to contribute on a pre-tax basis up to 12% of their compensation, up to
a statutory limit. The Company matches employee contributions at a rate of 50%
of the first 4% of employee contributions. Employee contributions and Company
matching contributions are deposited with the Vanguard Fiduciary Trust Company
(Vanguard), as trustee, where they are accumulated and invested on behalf of the
Plan at the discretion of the employee.
Within guidelines established by the Plan, participants may elect to direct
their accounts into several alternative investment funds. As of December 31,
1996, the Plan had nine eligible investment funds:
Vanguard/Wellington Fund - This fund follows a diversified and balanced program
- -------------------------
of investing in bonds and common stocks to conserve principal and provide
reasonable income without undue risk.
Vanguard/Morgan Growth Fund - This fund seeks long-term growth of capital by
- ---------------------------
investing in a portfolio of common stocks.
Vanguard Fixed Income Securities Fund-Long-Term Corporate Portfolio - This fund
- -------------------------------------------------------------------
seeks to provide a high level of current income, consistent with maintenance of
principal and liquidity, by investing in a diversified portfolio of long-term,
investment-grade bonds.
Vanguard Money Market Fund Reserves-Prime Portfolio - This fund invests in high-
- ---------------------------------------------------
quality money market instruments that mature in one year or less. The
objectives of the fund are maximization of current income, preservation of
capital, and liquidity.
Vanguard Index Trust-500 Portfolio - This fund attempts to provide investment
- ----------------------------------
results that correspond to the price and yield performance of publicly traded
stocks, in the aggregate, as represented by the Standard & Poor's 500 Composite
Stock Price Index.
Vanguard Explorer Fund - A common-stock fund that seeks long-term growth of
- ----------------------
capital by investing in small and emerging growth companies.
Vanguard/PRIMECAP Fund - A common-stock fund that seeks long-term growth of
- ----------------------
capital by investing principally in a portfolio of common stocks. Dividend
income is incidental.
Vanguard International Growth Portfolio - An international fund diversified in
- ---------------------------------------
the common stocks of companies in as many as 30 foreign markets.
ICF Kaiser Stock Fund - This fund is invested primarily in common stock of ICF
- ---------------------
Kaiser International, Inc. (ICF Kaiser Stock). This fund has been divided into
fund units rather that shares of stock. Each fund unit was initially valued at
$10.00. As of December 31, 1996 and 1995, each fund unit was valued
6
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
at $6.76 and $14.37, respectively. By design, the number of units owned by each
participant is not equal to the number of shares of the underlying Company stock
nor is the unit price of the ICF Kaiser Stock Fund equal to the market value of
the shares of underlying stock. There are two reasons for these differences:
first, in order to differentiate between the share price of the ICF Kaiser Stock
and the unit value of the ICF Kaiser Stock Fund, Vanguard assigns an arbitrary
initial unit value (typically $10 per unit) to the fund: second, in addition to
shares of stock, the unit value includes proportionate interest in the cash
balance held by the ICF Kaiser Stock Fund. As of December 31, 1996 and 1995,
Plan participants owned 361,551 and 175,385 shares, respectively, of ICF Kaiser
common stock with per share fair values of $1.88 and $4.25, respectively, based
upon quoted market prices.
Although the unit value of the ICF Kaiser Stock Fund and the current market
value of the underlying ICF Kaiser Stock are not equal, a participant can easily
determine the approximate number of shares of the underlying ICF Kaiser Stock
represented by the participant's fund units on the conversion date by dividing
the total market value of the participant's account balance by the current share
price of the stock.
Employee contributions and the Company's matching contributions are fully vested
upon initial participation and nonforfeitable upon receipt by the Plan. Income,
expenses, and gains or losses (realized and unrealized) of Plan investments are
allocated among participants based upon their respective account balances.
Participants may borrow up to half of their account balance within guidelines
established by the loan committee of the Company. Loans accrue interest at the
prime rate as determined at the time of issuance. Loans are repaid through
payroll deductions on a bi-weekly basis over terms ranging from 1 to 10 years.
At December 31, 1996, there were 403 participants with outstanding loan
balances.
Upon determination, a participant may elect to receive their account balance in
a lump-sum distribution or delay withdrawal until a future date.
NOTE B -- ACCOUNTING POLICIES
The Plan follows the accrual method of accounting for financial reporting
purposes. The accompanying financial statements are prepared in accordance with
generally accepted accounting principles.
Investments are valued for financial statement purposes at fair value. The
values for the Vanguard Investment funds are based on the quoted net asset value
(redemption value) of the respective investment funds as of the Plan's year end.
Security transactions are accounted for on the date securities are purchased or
sold (trade date). Dividend income is recorded on the ex-dividend date.
Interest income is recognized when earned. The Plan has invested in the
investment options directed by its participants.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the fair value of its
investments. The appreciation (depreciation) consists of the realized gains or
losses and the unrealized appreciation (depreciation) on those investments.
Participants who have retired upon reaching the normal retirement date (age 65)
or a deferred retirement date, or who have terminated employment with the
Company, may elect to withdraw the entire amount of their contribution account.
Benefits are recorded when paid. Benefits due to former employees who
7
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
have not yet received the balance of their accounts and who have elected to
withdraw from the Plan totaled $149,580 and $61,278 at December 31, 1996 and
1995, respectively.
Administrative expenses of the Plan are paid by the participants and are
deducted from participants' accounts based on a flat quarterly fee.
Additionally, the Company provides certain administrative support to the Plan at
no cost.
The Company anticipates and fully intends that the Plan will be a permanent
program for the exclusive benefit of the participants and their beneficiaries.
The Company, however, reserves the right to terminate the Plan at any time such
action becomes necessary. In the event the Plan is terminated, the net assets
will be allocated to participants as required by ERISA and its related
regulations.
NOTE C -- USE OF ESTIMATES
The preparation of the Plan's financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
significant estimates and assumptions that affect the reported amounts of net
assets available for benefits at the date of the financial statements and the
changes in net assets available for benefits during the reporting period and,
when applicable, disclosures of contingent assets and liabilities at the date of
the financial statements. Actual results could differ from those estimates.
NOTE D -- RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of stocks,
bonds, fixed income securities, mutual funds, and other investment securities.
Investment securities are exposed to various risks, such as interest rate,
market, and credit risks. Due to the level of risk associated with certain
investment securities it is at least reasonably possible that changes in the
values of investment securities will occur in the near term and that such
changes could materially affect participants account balances and the amounts
reported in the statement of net assets available for plan benefits.
NOTE E -- FEDERAL INCOME TAXES
In January 1995, the Internal Revenue Service ruled that the Plan qualifies
under Section 401(a) of the Internal Revenue Code. The Plan has been amended
since receiving this determination letter. However, the Plan administrators and
the Plan's tax counsel believe that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal Revenue
Code. Therefore, they believe earnings on contributions to the Plan are not
subject to tax under present income tax laws and employee contributions to the
Plan are not subject to Federal income tax to the employee until distribution
from the Plan.
8
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE F -- INVESTMENTS
Investments of the Plan are maintained by Vanguard. Investments comprising 5%
or more of the Plan's net assets as of December 31, 1996 and 1995 were as
follows:
<TABLE>
<CAPTION>
December 31,
--------------------------------
1996 1995
---- ----
<S> <C> <C>
Vanguard/Wellington Fund $ 25,385,629 $ 24,706,349
Vanguard/Morgan Growth Fund 13,871,751 10,406,949
Vanguard Fixed Income Securities
Fund-Long-Term Corporate Portfolio 6,423,652 7,314,668
Vanguard Money Market Reserves-Prime
Portfolio 16,316,031 16,094,203
Vanguard Index Trust-500 Portfolio 24,122,951 17,833,175
</TABLE>
NOTE G -- ASSETS TRANSFERRED
The amount of assets transferred from other plans represents rollovers for new
employees from other employer qualified plans.
NOTE H -- CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Plan to concentrations of
credit risk consist primarily of investments. The Plan has invested primarily
in Vanguard investment funds. The Plan has no formal policy requiring
collateral to support the financial instruments held by Vanguard. Each of the
Vanguard funds is registered under the Investment Act of 1940 as a diversified
open-end investment company. Certain funds invest in corporate debt
instruments. The issuer's abilities to meet these obligations may be affected
by economic developments in their respective industries.
NOTE I -- RECONCILIATION TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500.
<TABLE>
<CAPTION>
December 31,
--------------------------
1996 1995
---- ----
<S> <C> <C>
Net assets available for benefits per
the financial statements $94,810,631 $81,223,792
Amounts allocated to withdrawing
participants (149,580) (61,278)
------------ ------------
Net assets available for benefits per
the Form 5500 $94,661,051 $81,162,514
============ ============
</TABLE>
9
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE I -- RECONCILIATION TO FORM 5500
The following is a reconciliation of withdrawals per the financial statements to
benefits paid to participants per Form 5500.
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------
1996 1995
---- ----
<S> <C> <C>
Withdrawals and loans discharged to
terminated employees per the financial
statements $10,902,754 $7,165,278
Add: Amounts allocated to withdrawing
participants at end of year 149,580 61,278
Less: Amounts allocated to withdrawing
participants at beginning of
year (61,278) (35,010)
------------- ------------
Benefits paid to participants per Form 5500 $10,991,056 $7,191,546
============= ============
</TABLE>
10
<PAGE>
SUPPLEMENTAL SCHEDULES
11
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1996
<TABLE>
<CAPTION>
Identity of Issuer, Borrower Number of Shares
Lessor, or Similar Party or Units Historical Cost Current Value
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pooled Funds:
Vanguard/Wellington Fund 970,770 shares $ 20,522,357 $ 25,385,629
Vanguard/Morgan Growth Fund 887,508 shares 11,862,280 13,871,751
Vanguard Fixed Income Securities
Fund-Long-Term Corporate Portfolio 730,791 shares 6,357,348 6,423,652
Vanguard Money Market
Reserves-Prime Portfolio 16,316,031 shares 16,316,031 16,316,031
Vanguard Index Trust-500 Portfolio 348,799 shares 16,593,107 24,122,951
Vanguard Explorer Fund 28,830 shares 1,510,336 1,551,899
Vanguard/PRIMECAP Fund 37,217 shares 1,041,482 1,119,492
Vanguard International Growth Portfolio 134,466 shares 2,085,232 2,213,313
ICF Kaiser Stock Fund 107,516 units 1,090,816 726,811
Loans to participants:
Bearing interest ranging from 6% to 12%
and maturing at various dates through
December 2003 2,650,472 2,650,472
---------------- ----------------
Total Assets Held for Investment Purposes $ 80,029,461 $ 94,382,001
================ ================
</TABLE>
12
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1996
Plan assets at January 1, 1996 -- $81,223,792
5% -- $4,061,190
I. Single transactions in excess of 5%:
None.
II. Series of transactions with respect to any person other than securities in
excess of 5%:
None.
III. Series of transactions with respect to securities of the same issue in
excess of 5%:
<TABLE>
<CAPTION>
=========================================================================================================================
No. of Proceeds from No. of Net
Identity of Issue Purchase Price Purchases Sales Sales Gain/(Loss)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Vanguard/Wellington Fund $ 6,489,921 170 $ 7,587,048 189 $ 1,957,727
Vanguard/Morgan Growth Fund 4,495,166 184 2,189,506 159 312,700
Vanguard Fixed Income
Securities Fund-Long-Term
Corporate Portfolio 2,016,480 190 2,376,140 163 22,304
Vanguard Money Market
Reserves-Prime Portfolio 6,186,867 213 5,965,039 212 0
Vanguard Index Trust-500
Portfolio 6,616,635 207 4,142,781 178 963,853
=========================================================================================================================
</TABLE>
IV. Transactions with respect to securities with a person if any prior or
subsequent transaction with such person exceeded 5%:
None.
13
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
ICF Kaiser International, Inc. Section 401(k) Plan
/s/ Michael K. Goldman
----------------------------
Michael K. Goldman
Plan Administrator
Date: June 30, 1997
INDEX
Exhibit Description of Exhibit
- ------- ----------------------
No. 23 Consent of Coopers & Lybrand L.L.P. (the Plan's Independent
Accountants)
No. 99 ICF Kaiser International, Inc. Section 401(k) Plan (as amended and
restated as of March 1, 1993) (and further amended with respect to
name change only as of June 26, 1993) (incorporated by reference to
Exhibit No. 10(f) to Quarterly Report on Form 10-Q (Registrant No.
1-12248) for the second quarter of fiscal 1994 filed with the
Commission on October 15, 1993)
and
Amendment No. 1 dated April 24, 1995 (incorporated by reference to
Exhibit 10(p)(1) to Annual Report on Form 10-K (Registrant No.
1-12248) for the second quarter of fiscal 1995 filed with the
Commission on May 23, 1995)
and
Amendment No. 2 dated December 15, 1995 (incorporated by reference to
Exhibit 10(p)(2) to Transition Report on Form 10-K (Registrant No.
1-12248) for the ten months ended December 31, 1995)
and
Amendment No. 3 dated December 13, 1996 (incorporated by reference to
Exhibit 10(q)(3) to Registration Statement on Form S-1 (Registrant No.
333-19519) filed with the Commission on January 10, 1997)
<PAGE>
Exhibit No. 23
CONSENT OF INDEPENDENT ACCOUNTANTS
ICF Kaiser International, Inc. 401(K) Plan Committee
Fairfax, Virginia
We consent to the incorporation by reference in the registration statement
of ICF Kaiser International, Inc. on Form S-8 (No. 33-51460) of our report dated
June 27, 1997, on our audits of the financial statements of the ICF Kaiser
International, Inc. Section 401(k) Plan as of December 31, 1996 and 1995 and for
the years then ended, which report is included in this annual report on Form
11-K.
Coopers & Lybrand L.L.P.
McLean, Virginia
June 30, 1997
