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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
ICF Kaiser International, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
449244102
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(CUSIP Number)
Michael E. Tennenbaum
Tennenbaum & Co., LLC
1999 Avenue of the Stars, Suite 1010
Los Angeles, CA 90067
(310) 788-3334
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 19, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 8 pages)
SEC 1746 (12-91)
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CUSIP NO. 449244102 SCHEDULE 13D PAGE 2 OF 8 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tennenbaum & Co., LLC
IRS No.:95-4587347
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,100,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,100,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,100,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.4%
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TYPE OF REPORTING PERSON*
14
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 449244102 SCHEDULE 13D PAGE 3 OF 8 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael E. Tennenbaum
S.S. No.: ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,100,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,100,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,100,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.4%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the Common
Stock, par value $.01 per share (the "Shares"), of ICF Kaiser International,
Inc., a Delaware corporation (the "Company"). The principal executive offices
of the Company are located at 9300 Lee Highway, Fairfax, Virginia 22031-1207.
Item 2. Identity and Background
Tennenbaum & Co., LLC is a limited liability company organized under the
laws of Delaware ("TCO"), whose address is 1999 Avenue of the Stars, Los
Angeles, CA 90067. The principal business of TCO is managing assets and
monitoring services. TCO's managing member is Michael E. Tennenbaum, a United
States citizen, who has the same address. Mr. Tennenbaum's principal occupation
is managing member of TCO. TCO and Mr. Tennenbaum are collectively referred to
herein as the "Reporting Persons."
During the last five years, none of the Reporting Persons has been (i)
convicted in a criminal proceeding (excluding traffic violations and other minor
offenses) or (ii) a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Sources and Amounts of Funds or Other Consideration
As of the close of business December 18, 1997, TCO had purchased an
aggregate of 2,100,000 Shares for total consideration (including brokerage
commissions) of $5,220,361. The funds for such purchases were derived from
TCO's working capital.
Item 4. Purpose of the Transaction
The Reporting Persons acquired the Shares as an investment. They intend to
monitor and evaluate the investment on a continuing basis; and based upon their
evaluation from time to time, they may acquire additional Shares, dispose of all
or a portion of the Shares beneficially owned by them, submit one or more
proposals for the consideration of management of the Company, and/or communicate
with other shareholders of the Company.
On December 19, 1997, Mr. Tennenbaum sent a letter addressed to the
Company's Board of Directors, a copy of which is attached hereto as Exhibit A.
Except as set forth above and in the letter attached hereto as Exhibit A,
the Reporting Persons have no plans or proposals that relate to or would result
in any of the matters referred to in paragraphs (a) through (j), inclusive, of
Item 4 of Schedule 13D. The Reporting Persons, however, may at any time and from
time to time, review or reconsider their position with respect to any of such
matters.
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Item 5. Interest in Securities of the Issuer
The shares identified pursuant to Item 1 constitute approximately 9.4% of
the outstanding Common Stock of the Company, based upon the Company's most
recent available filing with the Securities and Exchange Commission. TCO has
shared powers of voting and disposition with respect to the Shares. By reason
of his position as managing member of TCO, Michael E. Tennenbaum may be deemed
to share such powers of voting and disposition.
Set forth on Exhibit B, attached hereto, is information concerning all
transactions in the Company's Common Stock by the Reporting Persons that were
effected within 60 days prior to the date of this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
Exhibit 99.A: Letter to the Board of Directors of ICF Kaiser
International, Inc., dated as of December 19, 1997.
Exhibit 99.B: Transactions in Common Stock of the Company.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Michael E. Tennenbaum
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Michael E. Tennenbaum, individually and as
managing member of Tennenbaum & Co., LLC
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EXHIBIT 99.A
December 19, 1997
Board of Directors
ICF Kaiser International, Inc.
Ladies and Gentlemen:
Tennenbaum & Co., LLC, is one of the largest shareholders of ICF Kaiser
International, Inc. (the "Company"), currently owning beneficially almost 10% of
the outstanding common stock. Enclosed is the schedule 13D filing we filed
pursuant to the Securities Exchange Act of 1934.
As your management is aware, we believe that the Company has substantial
unrealized growth and earnings potential. However, realization of such
potential requires a substantial change in the Company's operations and capital
structure. The recent increase in the Company's bank line merely restores the
bank line to its prior level. Earlier this year, we made several proposals to
assist the Company in accomplishing these objectives, which were rejected and
withdrawn.
Regrettably, the Company has failed to address its operating and capital
needs; and the results of operations have been increasingly unsatisfactory. In
April, the Company projected 1997 earnings of $.25 per share, including earnings
of $.04 in Q1, $.06 in Q2, $.07 in Q3 and $.08 in Q4. Actual earnings for the
nine months ended September 30, 1997 were only $.01 per share, 94% below the
projections. Furthermore, the Company has failed to win several large contracts
that it stated were "Key Long Term Prospects." Since the Company has neither
reduced costs substantially nor won enough large engineering and construction
contracts, we see no likelihood that 1998 earnings will be satisfactory.
Unfortunately, the Company's current problems are even more widespread than
this year's missed earnings projections and new business shortfalls. The
Company's balance sheet is extremely weak and invites criticism by both
customers and competitors, impairing the Company's ability to win jobs for which
it would otherwise be qualified. The Company badly needs greater financial
strength, including a refinancing, in order to (a) reduce its cost of capital
and (b) effectively compete with its large competitors, all of which are better
capitalized.
Our conclusions regarding the Company's problems appear to be shared by a
number of your other important stakeholders, Board members, employees and other
shareholders. Three prestigious Board members departed in the last year. Key
employees have been departing and the Company's competitive strength is being
eroded. No research analysts follow your stock, which limits its upside. Your
stock would be under $2 per share were it not for our purchases.
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It has become apparent that the best remaining opportunity for the Company
to realize value for its shareholders is to combine with a strategic partner at
a valuation of the Company's stock at approximately $5.00 per share. We request
that you commence immediately, and publicly announce, a process to achieve such
a combination. We are willing to assist the Board as an advisor should you
require our services. We believe that your fiduciary obligations would be well-
served by such a process; we are certain that your shareholders would support
it.
With diligent effort, a business combination could be presented for
approval by shareholders at the 1998 Annual Meeting. If such a proposal is not
forthcoming, we nevertheless believe shareholders should have the opportunity to
express their views on this subject of fundamental importance. Therefore,
please treat this as a formal request that management include, in its proxy
statement and proxy card, an opportunity for shareholders to vote on the
following resolution:
RESOLVED, that the interests of this corporation and its shareholders will
best be served through a business combination of this corporation with
another company; and
FURTHER RESOLVED, that the Board of Directors is hereby requested to
approve, and present for stockholder approval, such a business combination
at the earliest time practicable.
Of course, if a business combination is presented for approval at the
Annual Meeting, we will be pleased to discuss withdrawal of this resolution.
Sincerely,
TENNENBAUM & CO., LLC
By /s/ Michael E. Tennenbaum
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Michael E. Tennenbaum
Managing Member
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EXHIBIT 99.B
The Reporting persons engaged in the following transactions in Shares of
the Company during the past sixty (60) days.
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<CAPTION>
REPORTING PERSON WITH DATE OF NUMBER OF PRICE PER SHARE
DIRECT BENEFICIAL OWNERSHIP TRANSACTION SHARES (INC. COMMISSIONS)
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<S> <C> <C> <C>
Tennenbaum & Co., LLC 10/20/97 10,000 $2.53
Tennenbaum & Co., LLC 10/21/97 6,500 $2.46
Tennenbaum & Co., LLC 10/22/97 1,500 $2.46
Tennenbaum & Co., LLC 12/10/97 50,000 $2.28
Tennenbaum & Co., LLC 12/10/97 500,000 $2.31*
Tennenbaum & Co., LLC 12/11/97 67,000 $2.58
Tennenbaum & Co., LLC 12/12/97 35,300 $2.63
Tennenbaum & Co., LLC 12/15/97 105,000 $2.57
Tennenbaum & Co., LLC 12/16/97 19,200 $2.55
Tennenbaum & Co., LLC 12/17/97 20,800 $2.58
Tennenbaum & Co., LLC 12/18/97 202,700 $2.81
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* Private transaction
