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.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
449244102
(CUSIP Number)
Rodd M. Baxter, Esq.
Cowen & Company
Financial Square
New York, New York 10005-3597
(212) 495-5618
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 24, 1998
(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [X]
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SCHEDULE 13D
CUSIP No. 449244102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cowen & Company
13-5616116
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
PF, 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
7. SOLE VOTING POWER
391,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,278,300
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 391,000
10. SHARED DISPOSITIVE POWER
1,728,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,120,100
1
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SCHEDULE 13D
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.43%
14. TYPE OF REPORTING PERSON (See Instructions)
BD, IA, PN
2
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SCHEDULE 13D
CUSIP No. 449244102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cowen Incorporated
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
AF, 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
7. SOLE VOTING POWER
391,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,278,300
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
391,000
10. SHARED DISPOSITIVE POWER
1,728,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,120,100
3
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SCHEDULE 13D
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.43%
14. TYPE OF REPORTING PERSON (See Instructions)
HC, CO
4
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SCHEDULE 13D
CUSIP No. 449244102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph M. Cohen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
AF, 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
564,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,278,300
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
563,000
10. SHARED DISPOSITIVE POWER
1,728,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,293,100
5
<PAGE>
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.20%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
6
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Item 1. Security and Issuer.
This statement containing the information required by Schedule
13D relates to the Common Stock, par value $0.01 per share (the "Shares"), of
ICF Kaiser International, Inc., a corporation organized under the laws of the
State of Delaware (the "Company"), which has its principal executive offices at
9300 Lee Highway, Fairfax, Virginia 22031.
Item 2. Identity and Background.
This Statement is being filed by: (i) Cowen & Company, a New York
limited partnership ("Cowen"), (ii) Cowen Incorporated, a corporation organized
under the laws of the State of Delaware ("Cowen Inc."), and (iii) Mr. Joseph M.
Cohen (collectively with Cowen and Cowen Inc., the "Reporting Persons").
Cowen's principal business address is Financial Square, New York,
New York 10005. The principal business of Cowen is a registered broker-dealer.
Cowen Inc. is the sole general partner of Cowen. Cowen Inc.'s
principal business address is Financial Square, New York, New York 10005. The
principal business of Cowen Inc. is to act as the sole general partner of Cowen.
Mr. Joseph M. Cohen is a director and the Chief Executive Officer
of Cowen Inc. Mr. Cohen serves as the sole voting trustee (the "Voting Trustee")
of a voting trust, the corpus of which is the voting stock of Cowen Inc., and
thereby is the sole controlling person of Cowen Inc. The principal occupation of
Mr. Cohen is to serve as Chief Executive Officer of Cowen and Cowen Inc. Mr.
Cohen is a citizen of the United States.
Mr. Robert Greenberger is a director and an executive officer of
Cowen Inc. The principal occupation of Mr. Greenberger is to serve as Director
of Tax of Cowen. Mr. Greenberger is a citizen of the United States. The
principal business address of Messrs. Cohen and Greenberger is Financial Square,
New York, New York 10005.
Mr. Raymond W. Merritt is a director of Cowen Inc. The principal
occupation of Mr. Merritt is the practice of law as a partner at the law firm of
Willkie Farr & Gallagher. Mr. Merritt is a citizen of the United States. The
principal business address of Mr. Merritt is One Citicorp Center, 153 East 53rd
Street, New York, New York 10022.
None of the Reporting Persons and Messrs. Greenberger and Merritt
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar
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misdemeanors), or has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, as a
result of which such person 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. Source and Amount of Funds or Other Consideration.
The aggregate cost of the Shares beneficially owned by Cowen was
approximately $7,785,793. Of these Shares, 301,000 were acquired using $608,050
of funds in a Cowen investment account and 1,819,100 Shares were acquired using
$7,177,743 of available funds held in Cowen's clients' discretionary brokerage
accounts or investment management accounts over which Cowen exercises
discretionary authority. Some of these accounts are margin accounts maintained
with Cowen which extends margin credit to its clients as and when required to
open or carry positions in the margin accounts, subject to applicable Federal
margin regulations and Cowen's credit policies. However, to the best knowledge
of Cowen, none of its margin account clients incurred any borrowing in
connection with the acquisition of the Shares.
The aggregate cost of the 173,000 shares owned by Mr. Joseph
Cohen in his individual capacity was approximately $460,452.
Item 4. Purpose of Transaction.
Cowen acquired the Shares for the purpose of making an investment
in the Company. Cowen from time to time may acquire additional Shares through
open market or privately negotiated transactions depending on existing market
conditions and other considerations discussed below. Cowen intends to review its
investment in the Company on a continuing basis and, depending upon the price
and availability of the Shares, subsequent developments affecting the Company,
the Company's business and prospects, other investment and business
opportunities available to Cowen and its clients, general stock market and
economic conditions, tax considerations and other factors considered relevant,
may decide at any time to increase, or to decrease, the size of its investment
in the Company.
On March 13, 1998, the Reporting Persons and Jarrod M. Cohen, the
son of Joseph M. Cohen, entered into a letter agreement (the "Letter Agreement")
with the Company. Pursuant to the Letter Agreement, at the written request of
Jarrod M. Cohen at any time between July 1, 1998 and December 31, 1998, the ICF
Board of Directors will take all steps necessary to create, and elect Jarrod M.
Cohen to fill, a vacancy in the class of 2000 on the ICF Board.
8
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Under the Letter Agreement, the Reporting Persons and Jarrod M.
Cohen (the "Cohen Parties") agreed not to consent to be a nominee for election
to the Board of Directors of the Company (the "ICF Board"), and to vote in favor
of the nominees proposed by the ICF Board of Directors, at the 1998 annual
meeting of the Company's shareholders. The Cohen Parties also agreed not to take
any of the following actions until December 31, 1998 and as long as Mr. Jarrod
M. Cohen or any designee of the Cohen Parties remains a member of the ICF Board:
(i) subject any of the Company's voting securities to a voting trust or voting
agreement, (ii) solicit proxies or become a "participant" in a "solicitation"
(as such terms are defined in Regulation 14A under the Securities Exchange Act
of 1934 (the "Exchange Act")), in opposition to any recommendation of the Board
of Directors of the Company, (iii) join a partnership, limited partnership,
syndicate or other group, or otherwise act in concert with any other person, for
the purpose of acquiring holding, voting or disposing of voting securities of
the Company, or otherwise become a "person" within the meaning of Section
13(d)(3) of the Exchange Act (in each case other than solely with another Cohen
Party), (iv) become, alone or in conjunction with others, an "Acquiring Person",
as defined in the Company's Shareholder Rights Plan as adopted on January 13,
1992, or (v) dispose of any voting securities of the Company to any person who,
to the knowledge of the Cohen Parties, as a result of acquiring such voting
securities would become an "Acquiring Person". Each of the Cohen Parties also
agreed to be present, in person or by proxy, at all meetings of the shareholders
of the Company with respect to which the Cohen Parties receive notice so that
all voting securities owned by any of them may be counted for the purpose of
determining the presence of a quorum at such meetings.
Except as set forth herein, none of the Reporting Persons, Mr.
Greenberger or Mr. Merritt has any plans or proposal which relate to or would
result in (a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as merger, reorganization or liquidation, involving
the Company or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (d) any material
change in the present capitalization or dividend policy of the Company; (e) any
other material change in the Company's business or corporate structure; (f)
changes in the Company's charter, by-laws or instruments corresponding thereto
or other actions which may impede the acquisition or control of the Company by
any person; (g) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(h) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(i) any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the date hereof, the aggregate number and
percentage of outstanding Shares beneficially owned by Cowen and Cowen Inc. (in
its capacity as the sole general partner of Cowen), including the number of
Shares as to which they have sole power to vote or direct the vote, shared power
to vote or direct the vote, sole power to dispose or direct the disposition or
shared power to dispose or direct the disposition, is set forth as follows:
Percentage of
Number of Outstanding
Shares Shares
Beneficially owned (aggregate): 2,120,100 9.43%
With sole power to vote: 391,000 1.74%
With shared power to vote: 1,278,300 5.69%
With sole power to dispose: 391,000 1.74%
With shared power to dispose: 1,728,900 7.69%
As of the date hereof, the aggregate number and percentage of
outstanding Shares beneficially owned by Mr. Joseph Cohen (in his capacity as
the Voting Trustee and, with respect to 172,000 shares, in his individual
capacity), including the number of Shares as to which he has sole power to vote
or direct the vote, shared power to vote or direct the vote, sole power to
dispose or direct the disposition or shared power to dispose or direct the
disposition, is set forth as follows:
Percentage of
Number of Outstanding
Shares Shares
Beneficially owned (aggregate): 2,293,100 10.20%
With sole power to vote: 564,000 2.50%
With shared power to vote: 1,278,300 5.69%
With sole power to dispose: 564,000 2.50%
With shared power to dispose: 1,728,900 7.69%
Cowen shares voting and dispositive power as to 1,278,300 and
1,728,900 Shares, respectively, with certain clients of Cowen. In the regular
course of its business, Cowen manages securities held in the discretionary
brokerage accounts and the investment management accounts of its clients. None
of these clients individually owns beneficially more than five percent of the
outstanding Shares.
As of December 31, 1997, the number of Shares outstanding, as
reported by the Company, was 22,476,000. The
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number of Shares beneficially owned by Cowen, Cowen Inc. and Mr. Joseph Cohen
represent 9.43%, 9.43% and 10.20%, respectively of the outstanding Shares.
Neither of Messrs. Greenberger or Merritt has any beneficial
ownership in any Shares.
(c) Within the sixty (60) days prior to March 23, 1999, Cowen
effected on behalf of itself and its clients with market makers in the Shares
the following purchases and sales of the Shares for its clients' discretionary
or investment management accounts:
Purchase Date Number of Shares Per Share Price
02/06/98 2,000 $2.13
02/23/98 1,600 $2.85
03/13/98 300 $2.81
03/16/98 5,000 $2.89
Sale Date Number of Shares Per Share Price
03/06/98 5,000 $2.57
03/10/98 5,000 $2.50
(d) Clients of Cowen having Shares held in their discretionary
brokerage or investment management accounts have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sales
of, the Shares. None of such clients have any interest relating to more than
five percent of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
Letter Agreement, dated March 13, 1998, among the Company, the
Reporting Persons and Jarrod M. Cohen, attached hereto as Exhibit A.
Joint Filing Agreement among the Reporting Persons, attached
hereto as Exhibit B.
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After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this Agreement is true, complete and correct.
Date: April 3, 1998
COWEN & COMPANY
By: COWEN INCORPORATED
Its General Partner
By: /s/ David Sarns
----------------
David Sarns
Managing Director
COWEN INCORPORATED
By: /s/ David Sarns
----------------
David Sarns
Managing Director
/s/ Joseph M. Cohen
-------------------
Joseph M. Cohen
EXHIBIT A
ICF KAISER INTERNATIONAL, INC.
9300 Lee Highway
Fairfax, Virginia 22031-2107
March 13, 1990
Jarrod M. Cohen
Cowen incorporated
Financial Square
New York, NY 10005-3597
Dear Jarrod:
The purpose of this letter is to set forth the agreements we have
reached as a result of recent discussions. It will become effective on the date
of your execution of this letter (the "Effective Date").
As promptly as practicable after receipt of your written request at any
time between July 1, 1998 and December 31, 1998, the Board of Directors of ICF
Kaiser International, Inc. (the "Company") will take all steps necessary to
create, and elect you to fill, a vacancy in the class of 2000 on the Board of
Directors of the Company. As you know, the Board has been on record since early
1997 as to its intent to add several other outside directors to reach a total
size of twelve, with three management directors and nine outsiders. Consistent
with that intent, the Board has proposed to nominate Michael E. Tennenbaum for
election to the Company's Board of Directors at the 1998 annual meeting on the
terms outlined in the attachment.
For your part, you, Cowen & Company, Cowen Incorporated and Joseph M.
Cohen (the "Cohen Parties") agree as follows:
(a) You will not consent (and will withdraw any previously granted
consent) to be a nominee for election to the Company's Board of Directors at the
1998 annual meeting of the Company's shareholders.
(b) At the Company's 1990 annual meeting of shareholders the Cohen
Parties will vote in favor of the nominees for election as directors proposed by
the Company's Board of Directors.
(c) During the period commencing on the Effective Date and ending on the
later of (x) December 31, 1998 or (y) if you elect to become a member of the
Board of Directors prior to December 31, 1998, the date you or any other
designee of the Cohen Parties ceases to be a member of the Board of Directors,
the Cohen Parties shall not, without the express written consent of a majority
of the directors of the Company other than the Cohen Parties or their designees:
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(i) subject any of the Company's voting securities to a voting
trust or voting agreement;
(ii) solicit proxies or become a "Participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), in opposition to any
recommendation of the Board of Directors of the Company;
(iii) join a partnership, limited partnership, syndicate or other
group, or otherwise act in concert with any other person, for the purpose of
acquiring holding, voting or disposing of voting securities of the Company, or
otherwise become a "person" within the meaning of Section 13(d)(3) of the
Exchange Act (in each case other than solely with another Cohen Party);
(iv) become, alone or in conjunction with others, an "Acquiring
Person" as defined in the Company's Shareholder Rights Plan as adopted January
13, 1992; or
(v) dispose of any voting securities of the Company to any person
who, to the knowledge of the Cohen Parties, as a result of acquiring such voting
securities would become an "Acquiring Person" as defined in the Company's
Shareholder Rights Plan as adopted January 13, 1992.
(d) Each of the Cohen Parties shall be present, in person or by proxy,
and without further action hereby agree that they shall be deemed (to the extent
permitted by law) to be present, at all meetings of the stockholders of the
Company with respect to which the Cohen Parties receives notice so that all
voting securities of the Company owned by any of them may be counted for the
purpose of determining the presence of a quorum at such meetings.
(e) For purposes of this letter (x) "Affiliate" shall have the same
meaning as Affiliate under Rule 12b-2 under the Exchange Act, and (y)
"Beneficial Owner" shall have the same meaning as "Beneficial Owner" under Rule
13d-3 under the Exchange Act, and "Beneficial Ownership" shall have a
correlative meaning.
If the foregoing accurately summarizes our agreement, please sign where
indicated below.
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Very truly yours,
ICF KAISER INTERNATIONAL, INC.
By: /s/ James D. Edwards
-------------------------------
James O. Edwards
Chairman of the Board and Chief
Executive Officer
COWEN & COMPANY
By: /s/ David Sarns
- --------------------------
Name: David Sarns
Title: Chief Administrative
Officer
Dated March 24, 1998
COWEN INCORPORATED
By: /s/ David Sarns
- --------------------------
Name: David Sarns
Title: Chief Administrative
Officer
Dated March 24, 1998
/s/Joseph M. Cohen
- --------------------------
Joseph M. Cohen
Dated: March 24, 1998
/s/ Jarrod M. Cohen
- --------------------------
Jarrod M. Cohen
Dated: March 24, 1998
3
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ICF KAISER INTERNATIONAL, INC.
9300 Lee Highway
Fairfax, Virginia 22031-2107
Mr. Michael E. Tennenbaum
Tennenbaum & Co., L.L.C.
1999 Avenue of the Stars, Suite 1010
Los Angeles, CA 90067-6022
Dear Michael:
The purpose of this letter is to set forth the agreements we have
reached as a result of discussions over the past several days. It will become
effective on the date of your execution of this letter (the "Effective Date").
The Board of Directors of ICF Kaiser International, Inc. (the "Company")
will nominate, recommend and solicit proxies for your election as a director,
for a three-year term, at the 1998 annual meeting of shareholders.
Also, the Board of Directors has acted to unconditionally and
irrevocably offer Jarrod Cohen the opportunity to join the Board at his written
request at any time between July 1, 1998 and December 31, 1998 for a term
extending to the annual meeting of shareholders in 2000, and until his successor
is elected.
For your part, you and Tennenbaum & Co., L.L.C. (the "Tennenbaum
Parties") agree as follows:
(a) During the period commencing on the Effective Date and ending on the
earlier of (i) five years after the Effective Date and (ii) the day after the
date the Tennenbaum Parties and all of their Affiliates cease to be the
Beneficial Owners of any of the Company's voting securities ("Restricted
Securities"), the Tennenbaum Parties shall not, without the express written
consent of a majority of the directors of the Company not designated by the
Tennenbaum Parties pursuant to this Agreement, acquire, directly or indirectly,
any voting securities of the Company if, following such acquisition, such
Tennenbaum Parties, together with their Affiliates, would directly or indirectly
be the Beneficial Owners of voting securities of the Company representing in the
aggregate more than 19.5% of the total combined voting power of all issued and
outstanding securities of the Company (it being understood that this provision
shall not be violated if such Tennenbaum Parties and their Affiliates become
entitled to exercise voting power in excess of such percentage as a result of
any event or circumstance other than the acquisition by such Tennenbaum Parties
or their Affiliates of Beneficial Ownership of additional voting securities of
the Company). The Company hereby agrees that it shall not take any action,
including without limitation, any amendment to its Shareholders Rights plan,
that would prevent the Tennenbaum Parties from
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acquiring additional securities within the limitations set forth herein.
(b) During the period (i) between the date hereof and May 1, 1998 and
(ii) that you or another person who is an Affiliate of the Tennenbaum Parties is
a member of the Board of Directors, and for a period of 90 days thereafter, the
Tennenbaum Parties shall not, without the express written consent of a majority
of the directors of the Company not designated by the Tennenbaum Parties
pursuant to this Agreement:
(x) subject any Restricted Securities to any voting trust or voting
agreement;
(y-1) recruit, or engage in organizing persons not nominated by the
Board of Directors to oppose the Board of Directors nominated candidates in an
election; or
(y-2) financially support (including contributing money, lending
money, furnishing credit or entering into any other arrangements or contracts
regarding financing) a proxy contest for Board of Directors candidates to oppose
the candidates nominated by the Board of Directors; or
(y-3) provide any material, non-public information gained in your
position as Director to opposing Board candidates, except as required by law,
and then only after notice to the Company.
(z) join a partnership, limited partnership, syndicate or other
group, or otherwise act in concert with any other person, for the purpose of
acquiring, holding, voting or disposing of voting securities of the Company, or
otherwise become a "person" within the meaning of Section 13(d)(3) of the
Exchange Act (in each case other than solely with another Tennenbaum Party).
(c) Each of the Tennenbaum Parties shall be present, in person or by
proxy, and without further action hereby agree that they shall be deemed (to the
extent permitted by law) to be present, at all meetings of the stockholders of
the Company with respect to which the Tennenbaum Parties receive notice so that
all voting securities of the Company owned by any of them may be counted for the
purpose of determining the presence of a quorum at such meetings.
(d) For purposes of this letter (i) "Affiliate" shall have the same
meaning as Affiliate under Rule 12b-2 under the Exchange Act, and (ii)
"Beneficial Owner" shall have the same meaning as "Beneficial Owner" under Rule
13d-3 under the Exchange Act, and "Beneficial Ownership" shall have a
correlative meaning.
The agreements set forth in paragraphs (a)-(d) above shall terminate and
be of no further effect in the event (i) you are
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not elected as a director of ICF Kaiser, as contemplated herein, on or before
May 30, 1998; or (ii) Jarrod Cohen does not become a director upon his
acceptance of the offer referred to above.
The Company hereby agrees to promptly reimburse the Tennenbaum Parties
for all reasonable and necessary documented out-of-pocket expenses incurred by
them (including but not limited to fees and disbursements of counsel) in
connection with their proposals to the Board of Directors of the Company and the
potential solicitation of proxies for the election of directors to the Company,
up to a maximum of $25,000.
If the foregoing accurately summarizes our agreement, please sign where
indicated below.
Very truly yours,
ICF KAISER INTERNATIONAL, INC.
BY: /s/ James O. Edwards
-------------------------------
James O. Edwards
Chairman of the Board and Chief
Executive Officer
TENNENBAUM & CO., L.L.C.
By: /s/ Michael E. Tennenbaum
---------------------------------
Michael E. Tennenbaum,
Managing Member
Dated: March 13, 1998
/s/ Michael E. Tennenbaum
- ------------------------------------
Michael E. Tennenbaum, Individually
Dated: March 13, 1998
6
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
dated April 3, 1998 with respect to the Common Stock, par value $0.01 per
share, of ICF Kaiser International, Inc. is, and any amendments thereto signed
by each of the undersigned shall be, filed on behalf of each of us pursuant to
and in accordance with the provisions of Rule 13d-1(f) under the Securities
Exchange Act of 1934.
This Agreement may be executed in counterparts, each of which
shall for all purposes be deemed to be an original and all of which shall
constitute one and the same instrument.
Dated: April 3, 1998
COWEN & COMPANY
By: COWEN INCORPORATED
Its General Partner
By: /s/ David Sarns
----------------
David Sarns
Managing Director
COWEN INCORPORATED
By: /s/ David Sarns
----------------
David Sarns
Managing Director
/s/ Joseph M. Cohen
-------------------
Joseph M. Cohen
