<PAGE>
As filed with the Securities and Exchange Commission on August 18, 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
1,135,795 Shares of Common Stock
ICF Kaiser International, Inc.
------------------------------
This Prospectus covers the resale by shareholders of up to 1,135,795
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 three
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. The contractual
restrictions against sale of the GAW Shares have lapsed, and all of the 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 581,250 shares of Common Stock which are part of the 722,500 shares of
Common Stock 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).
<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; these shares subsequently were included with other shares
in a Registration Statement on Form S-1 (No. 333-16937). An additional 531,250
shares of Common Stock (the "EDA Earn-out Shares") were registered for resale
under the same filings. 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 (including the EDA Returned Shares), if earned,
will be earned 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 (including the EDA Returned 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 December 31, 1997 (provided that the first $300,000 of the value
of such Shares shall be valued at $4.00 per share). The EDA Returned and Earn-
out Shares will remain in escrow until the earn-out conditions have been met.
As a result of recent amendments to SEC Rule 144, the balance of any
unsold EDA Closing Shares are no longer restricted against transfer. None of the
EDA Returned Shares or the other EDA Earn-out Shares may be offered for sale by
the EDA Selling Shareholders until the conditions for their earn-out have been
met; thereafter; all such shares may be offered for sale by the EDA Selling
Shareholders if delivered pursuant to the amended EDA Merger Agreement. The
Company will not receive any of the proceeds from the sale of the EDA Returned
Shares or the EDA Earn-out Shares.
(3) 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 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; these shares subsequently were included
with other shares in a Registration Statement on Form S-1 (No. 333-16937). 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, IPC, and the IPC Selling Shareholders that there are no
underwriting arrangements with respect to the sale of the GAW Shares, the EDA
Returned Shares, the EDA Earn-out 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
2
<PAGE>
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, 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
August 14, 1997, as quoted on the New York Stock Exchange, was $2.438.
------------------------------
The date of this Prospectus is August ______, 1997.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<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;
(4) the Company's Report on Form 10-Q for the fiscal quarter ended
March 31, 1997, filed with the Commission on May 14, 1997;
(5) the Company's Report on Form 10-Q for the fiscal quarter ended June
30, 1997, filed with the Commission on August 14, 1997; and
(6) 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 six months ended June 30, 1997, ICF Kaiser reported gross and
service revenue of $508 million and $214 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. For the periods
indicated below, the Company operated predominantly in one industry segment, in
which it provided engineering, construction, program management, consulting, and
other professional services.
<TABLE>
<CAPTION>
Six Months Ended Year Ended Ten Months Ended Year Ended
June 30, 1997 December 31, 1996 December 31, 1995 February 28, 1995
---------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Gross revenue $507,543,000 $1,248,443,000 $916,744,000 $861,518,000
Service revenue $213,559,000 $ 532,116,000 $425,896,000 $459,786,000
Operating income $ 13,987,000 $ 21,180,000 $ 17,505,000 $ 13,688,000
Assets $370,653,000 $ 365,973,000 $369,517,000 $281,422,000
</TABLE>
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%. 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 as follows:
<TABLE>
<S> <C> <C> <C> <C>
1800 Harrison St., Gateway View Plaza, 5718 Westheimer Suite Q.V. 1 Building, Regal House, London Road,
Oakland,CA 1600 West Carson St. 1000 George's Terrace, Perth, Twickenham, Middlesex,
94612-3430 Pittsburgh, PA 15220 Houston, TX 77057 WA 6000 Australia TW1-3QQ, England
(510) 419-6000 (412) 497-2000 (713) 735-2900 61-9-366-5366 44-181-892-4433
</TABLE>
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, Miami, and Tampa, Florida; Atlanta,
Georgia; 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; Research Triangle Park, North Carolina; Richmond, Virginia; Richland
and Seattle, Washington. The Company's other international offices are located
in Brisbane and Sydney, Australia; Rio de Janeiro, Brazil; Toronto, Ontario,
Canada; Ostrava and Prague, Czech Republic; Paris, France; Hong Kong; Budapest,
Hungary; Mexico City, Mexico; Panama City, Panama; 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 July 31, 1997, ICF Kaiser employed 4,817 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. The summary historical consolidated financial data
of the Company as of June 30, 1997 and 1996 and for the six-month periods then
ended, have been prepared on the same basis as the consolidated financial
statements and, in the opinion of the Company, include all normal and recurring
adjustments (consisting of only normal recurring adjustments necessary to
present fairly the information set forth therein). Operating results for the six
months ended June 30, 1997 are not necessarily indicative of the results that
may be expected for the fiscal year ended December 31, 1997. The data for the
six months ended June 30, 1997 and 1996 set forth below are unaudited.
<TABLE>
<CAPTION>
(in thousands, except per share data)
Six Months Ended Ten Months
June 30, Year Ended Ended Year Ended February 28,
---------------------- December 31, December 31, ------------------------------
1997 1996 1996 1995 1995 1994 (1) 1993
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Gross revenue $ 507,543 $ 643,439 $1,248,443 $ 916,744 $ 861,518 $ 651,657 $ 678,882
Service revenue (2) 213,559 294,867 532,116 425,896 459,786 382,708 391,528
Operating income (loss) 13,987 16,083 21,180 17,505 13,688 (5,230) 22,744
Income (loss) before income taxes, minority
interests, and extraordinary item 5,846 8,195 14,484 6,303 1,239 (12,877) 14,894
Income (loss) before minority interests
and extraordinary item 4,712 5,900 11,877 4,212 (1,661) (12,528) 8,639
Net income (loss) before extraordinary item 50 2,957 5,834 2,252 (1,661) (12,528) 8,639
Net income (loss) 50 2,957 5,834 2,252 (1,661) (18,497) 8,639
Net income (loss) available for common
shareholders 50 1,865 3,656 449 (3,815) (25,322) 3,346
Primary and Fully Diluted Net Income
(Loss) Per Common Share:
Before extraordinary item $ 0.00 $ 0.09 $ 0.17 $ 0.02 $ (0.18) $ (0.92) $ 0.16
Extraordinary loss on early
extinguishment of debt -- -- -- -- -- (0.29) --
---------- ---------- ---------- ---------- ----------- ------------ ----------
Total $ 0.00 $ 0.09 $ 0.17 $ 0.02 $ (0.18) $ (1.21) $ 0.16
========== ========== ========== ========== =========== =========== ==========
Weighted average common and common
equivalent shares outstanding,
assuming full dilution 22,468 21,785 22,062 21,517 20,957 20,886 21,272
Balance Sheet Data (end of period):
Total assets $ 370,653 $ 348,338 $ 365,973 $ 369,517 $ 281,422 $ 281,198 $ 293,076
Working capital 98,744 89,151 113,898 84,589 91,640 87,648 85,861
Long-term liabilities 146,695 125,668 161,951 125,818 133,130 130,752 75,602
Redeemable perferred stock -- 19,889 -- 19,787 19,617 20,212 44,824
Shareholders' equity 34,502 31,532 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 June 30, 1997, the Company had total indebtedness of $141.8 million,
representing 77.49% 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 to respond 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 by the Company 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 successfully to 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>
Six Months Year Ten Months
Ended Ended Ended Year Ended February 28,
June 30, December 31, December 31, -------------------------------
1997 1996 1995 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) $ 50 $ 5,834 $ 2,252 $ (1,661) $(18,497) $ 8,639
Net income (loss) available
for common shareholders $ 50 $ 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 in the Indenture). 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
(including the pledge of the stock of certain operating subsidiaries) 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
June 30, 1997, 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 would 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, Amended and Restated 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 the U.S. Environmental Protection Agency
("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 certain DOE weapons and former weapons
facilities, 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 including DOD, DOE and EPA, 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 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
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-existing conditions"). To the
11
<PAGE>
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 such acts or omissions 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 with DOE 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 in a material amount for pollution or environmental
damage in connection with its services. 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 1,135,795
shares of Common Stock offered hereby for resale by the Selling Shareholders.
12
<PAGE>
<TABLE>
<CAPTION>
SELLING SHAREHOLDERS
================================================================================
Name Number of Shares of Beneficial Ownership of
Common Stock Offered Shares of Common Stock
for Sale After Giving Effect
(a) to Proposed Sale
================================================================================
<S> <C> <C>
Georgia A. Wilson (b) 302,272 0
--------------------------------------------------------------------------------
James R. Ainsworth (b) 129,545 0
--------------------------------------------------------------------------------
Danny L. Sherwood (b) 22,728 0
--------------------------------------------------------------------------------
Total 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 Number of Beneficial
Ownership Ownership Shares Ownership
of EDA of EDA of of Shares
Returned Earn-out Common of Common Stock
Shares (a) Shares (a) Stock After Giving
Offered Effect to
for Sale Proposed
(b) Sale
===================================================================================
<S> <C> <C> <C> <C>
Douglas A. Huppert (c) 0 31,875 31,875 (a)
-----------------------------------------------------------------------------------
Igor Livshin (c) 15,356 151,406 166,762 (a)
-----------------------------------------------------------------------------------
Daniel A. Milliron (c) 19,288 164,688 183,976 (a)
-----------------------------------------------------------------------------------
Terry B. Soesbee (c) 15,356 151,406 166,762 (a)
-----------------------------------------------------------------------------------
Timothy V. Treadwell (c) 0 31,875 31,875 (a)
-----------------------------------------------------------------------------------
Total 50,000 531,250 581,250 (a)
===================================================================================
</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.
A total of 141,250 shares issued to the EDA Selling Shareholders at the EDA
Closing are now freely tradeable.
(c) Messrs. Huppert, Livshin, Soesbee, and Treadwell are employees of EDA. Mr.
Milliron is a former employee of EDA.
13
<PAGE>
<TABLE>
<CAPTION>
===============================================================================================================================
Name Beneficial Beneficial Number of Beneficial Ownership of
Ownership of Ownership of IPC Shares of Shares of Common
IPC Shares Shares (following Common Stock Stock After Giving
(a) distribution) Offered for Sale Effect to 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 1,135,795 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 June 30, 1997, Mr. Weeks directly owned 28,675 shares of Common
Stock. In addition, as of June 30, 1997, Mr. Weeks owned 6,448 shares of Common
Stock which are held by the Company's Employee Stock Ownership Plan ("ESOP") and
allocated to his ESOP account and another 3,330 shares which are held in the
Company's Retirement Plan and allocated to Mr. Weeks. As of June 30, 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 June 30, 1997).
EXPERTS
The consolidated balance sheets of ICF Kaiser International, Inc. and
subsidiaries as of December 31, 1996 and 1995, and the consolidated statements
of operations, shareholders equity, and cashflows for the year ended December
31, 1996, the ten months ended December 31, 1995, and the year ended February
28, 1995 incorporated in this prospectus by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, have been
incorporated 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
- ----------- -----------
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 (No.
333-16937) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Fairfax, the Commonwealth of Virginia, on this 18th
of August, 1997.
ICF Kaiser International, Inc.
(Registrant)
Date: August 18, 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 (No.
333-16937) has been signed below by the following persons in the capacities and
on the dates indicated.
(1) Principal executive officer
Date: August 18, 1997 By /s/ James O. Edwards *
--------------------------------------
James O. Edwards,
Chairman and Chief Executive Officer
(2) Principal financial and accounting officer
Date: August 18, 1997 By /s/ Kenneth L. Campbell
--------------------------------------
Kenneth L. Campbell,
Executive Vice President and Chief Financial Officer
* By /s/ Paul Weeks II
-------------------------------
Paul Weeks II,
Attorney-in-fact
16
<PAGE>
<TABLE>
<CAPTION>
(3) The Board of Directors
<S> <C>
Date: August 18, 1997 By /s/ Kenneth L. Campbell
------------------------------------
Kenneth L. Campbell,
Director
Date: August 18, 1997 By /s/ Tony Coelho *
------------------------------------
Tony Coelho,
Director
Date: August 18, 1997 By /s/ James O. Edwards *
------------------------------------
James O. Edwards,
Director
Date: August 18, 1997 By /s/ Maynard H. Jackson *
------------------------------------
Maynard H. Jackson,
Director
Date: August 18, 1997 By /s/ Thomas C. Jorling *
------------------------------------
Thomas C. Jorling,
Director
Date: August 18, 1997 By
------------------------------------
Hazel R. O'Leary,
Director
Date: August 18, 1997 By
------------------------------------
Keith M. Price,
Director
Date: August 18, 1997 By /s/ Marc Tipermas
------------------------------------
Marc Tipermas,
Director
</TABLE>
* By /s/ Paul Weeks II
-------------------------------
Paul Weeks II, Attorney-in-fact
17
<PAGE>
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 year 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.
August 18, 1997
