<PAGE>
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.
SG Cowen Securities Corporation
Financial Square
New York, New York 10005-3597
(212) 495-5618
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 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. [ ]
<PAGE>
SCHEDULE 13D
CUSIP No. 449244102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SG Cowen Securities Corporation
13-1976032
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
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
90,000
NUMBER OF SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 1,224,565
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
90,000
10. SHARED DISPOSITIVE POWER
1,650,265
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,740,265
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)
7.22%
14. TYPE OF REPORTING PERSON (See Instructions)
BD, IA, CO
<PAGE>
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 SG Cowen Securities Corporation, a New
York corporation ("SG Cowen").
SG Cowen's principal business address is Financial Square, New York,
New York 10005. SG Cowen serves as the U.S. investment banking and securities
underwriting, dealing and brokerage arm of Societe Generale, a banking
corporation organized under the laws of France ("SG"), and provides full-service
execution, clearing, deal structuring and administrative services for Societe
Generale's customer base, which is widely distributed across Europe and the
United States. SG Cowen is involved in a broad range of financial services,
including corporate underwriting and strategic advisory services, institutional
sales and trading coverage, industry research and asset management.
Mr. Joseph M. Cohen is a director and the Chairman of the Board of SG
Cowen. The principal occupation of Mr. Cohen is to serve as the Chairman of the
Board of SG Cowen. Mr. Cohen is a citizen of the United States. The principal
business address of Mr. Cohen is Financial Square, New York, New York 10005.
Mr. Curtis Welling is the Chief Executive Officer and President and a
director of SG Cowen. The principal occupation of Mr. Welling is to serve as the
Chief Executive Officer and President of SG Cowen. Mr. Welling is a citizen of
the United States. The principal business address of Mr. Welling is 1221 Avenue
of the Americas, New York, New York 10020.
Mr. James Kelly is the Chief Operating Officer of SG Cowen. The
principal occupation of Mr. Kelly is to serve as the Chief Operating Officer of
SG Cowen. Mr. Kelly is a citizen of the United States. The principal business
address of Mr. Welling is 1221 Avenue of the Americas, New York, New York 10020.
<PAGE>
Mr. Ray Moran is the Senior Managing Director of SG Cowen. The
principal occupation of Mr. Moran is to serve as the Senior Managing Director of
SG Cowen. Mr. Moran is a citizen of the United States. The principal business
address of Mr. Moran is Financial Square, New York, New York 10005.
Mr. James M. Walsh is a director of SG Cowen. The principal occupation
of Mr. Walsh is to serve as the Head of the Private Client and Industry Services
Group of SG Cowen. Mr. Walsh is a citizen of the United States. The principal
business address of Mr. Walsh is 1221 Avenue of the Americas, New York, New York
10020.
Mr. Jacques Bouhet is a director of SG Cowen. The principal occupation
of Mr. Bouhet is to serve as the Deputy Chief Executive Officer, International &
Finance Division and a member of the Management Committee of SG. Mr. Bouhet is a
citizen of France and his principal business address is Societe Generale, Tour
Societe Generale, 17 Cours Valmy, 92972 Paris - La Defense, France.
Mr. Jean-Benard Guillebert is a director of SG Cowen. The principal
occupation of Mr. Guillebert is to serve as the Counselor to the President of
SG. Mr. Guillebert is a citizen of France and his principal business address is
Societe Generale, Tour Societe Generale, 17 Cours Valmy, 92972 Paris - La
Defense, France.
Mr. Jean Huet is a director of SG Cowen. The principal occupation of
Mr. Huet is to serve as the Chief Executive Officer of SG Americas and a member
of the Management Committee SG. Mr. Huet is a citizen of France and his
principal business address is 1221 Avenue of the Americas, New York, New York
10020.
Mr. Alain Joyet is a director of SG Cowen. The principal occupation of
Mr. Joyet is to serve as President of SG (Canada) Montreal. Mr. Joyet is a
citizen of France and his principal business address is Societe Generale, Tour
Societe Generale, 17 Cours Valmy, 92972 Paris - La Defense, France.
Mr. Gerald Lacaze is a director of SG Cowen. The principal occupation
of Mr. Lacaze is to serve as a Deputy Director SG. Mr. Lacaze is a citizen of
France and his principal business address is Societe Generale, Tour Societe
Generale, 17 Cours Valmy, 92972 Paris - La Defense, France.
Mr. Robert Le Roux is a director of SG Cowen. The principal occupation
of Mr. Le Roux is to serve as a Director of SG. Mr. Le Roux is a citizen of
France and his
<PAGE>
principal business address is Societe Generale, Tour Societe Generale,
17 Cours Valmy, 92972 Paris - La Defense, France.
Mr. Jean-Paul Oudet is a director of SG Cowen. The principal occupation
of Mr. Oudet is to serve as a Director of SG and a member of the Management
Committee of SG. Mr. Oudet is a citizen of France and his principal business
address is Societe Generale, Tour Societe Generale, 17 Cours Valmy, 92972 Paris
- - La Defense, France.
Mr. Yves Tuloup is a director of SG Cowen. The principal occupation of
Mr. Tuloup is to serve as the Chief Executive Officer of the International &
Finance Division of SG and a member of the Management Committee of SG. Mr.
Tuloup is a citizen of France and his principal business address is Societe
Generale, Tour Societe Generale, 17 Cours Valmy, 92972 Paris - La Defense,
France.
None of SG Cowen and Messrs. Cohen, Welling, Kelly, Moran, Walsh,
Bouhet, Guillebert, Huet, Joyet, Lacaze, Le Roux, Oudet and Tuloup
(collectively, the "SG Directors and Officers") has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
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 SG Cowen was
approximately $6,432,383. These Shares were acquired using available funds held
in SG Cowen's clients' discretionary brokerage accounts or investment management
accounts over which SG Cowen exercises discretionary authority. Some of these
accounts are margin accounts maintained with SG 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 SG Cowen's
credit policies. However, to the best knowledge of SG Cowen, none of its margin
account clients incurred any borrowing in connection with the acquisition of the
Shares.
<PAGE>
Item 4. Purpose of Transaction.
----------------------
On July 1, 1998, pursuant to an Acquisition Agreement, dated as of
February 22, 1998, by and among Cowen & Company ("Cowen") and Cowen
Incorporated, the general partner of Cowen & Company ("Cowen Inc."), and SG, SG
purchased certain assets and assumed certain liabilities of Cowen and Cowen Inc.
(the "Acquisition"). Under the terms of the Acquisition, the business of Cowen
and Cowen Inc. was transferred to Societe Generale Securities Corporation
("SGSC"), a subsidiary of SG, and SGSC was renamed SG Cowen Securities
Corporation ("SG Cowen").
In connection with the Acquisition, SG Cowen acquired the Shares from
Cowen, which previously acquired the Shares for the purpose of making an
investment in the Company. SG 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. SG 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 SG 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, Cowen, Cowen Inc., Mr. Joseph M. Cohen and Jarrod M.
Cohen (collectively, the "Cohen Parties"), 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 Company's 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. Mr. Jarrod M. Cohen is a Managing Director of SG Cowen.
Under the Letter Agreement, the Cohen Parties agreed not to consent to
be a nominee for election to the Company's Board, and to vote in favor of the
nominees proposed by the Company's Board, 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 Company's Board: (i)
subject any of the Company's voting securities to a voting trust or voting
agreement, (ii)
<PAGE>
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.
On July 1, 1998, at the request of Mr. Jarrod M. Cohen pursuant to the
Letter Agreement, Mr. Jarrod M. Cohen was elected a member of the Company's
Board to fill the vacancy resulted from the resignation of a director of the
Company. Mr. Jarrod Cohen will serve as a director of the Company until the 2000
annual meeting of the Company's shareholders or until his successors is duly
elected.
Except as set forth herein, none of SG Cowen (as successors to the
business of Cowen and Cowen Inc.) and SG Cowen Directors and Officers 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)
<PAGE>
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.
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 SG Cowen, including the number of
Shares as to which it 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
Outstanding
Number of Shares Shares
---------------- -------------
Beneficially owned (aggregate): 1,740,265 7.22%
With sole power to vote: 90,000 0.37%
With shared power to vote: 1,224,565 5.08%
With sole power to dispose: 90,000 0.37%
With shared power to dispose: 1,650,265 6.84%
SG Cowen shares voting and dispositive power as to 1,224,565 and
1,650,265 Shares, respectively, with certain clients of SG Cowen. In the regular
course of its business, SG 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 June 30, 1998, the number of Shares outstanding, as reported by
the Company, was 24,119,802. The number of Shares beneficially owned by SG Cowen
represent 7.22% of the outstanding Shares.
Other than Mr. Joseph Cohen, none of the SG Cowen Directors and
Officers has any beneficial ownership in any Shares. Mr. Joseph Cohen in his
individual capacity owns 176,000 Shares, which represent 0.73% of the
outstanding Shares.
<PAGE>
(c) Within the sixty (60) days prior to July 15, 1998, SG Cowen
effected on behalf of itself and its clients with market makers in the Shares
the following sale of the Shares for its clients' discretionary or investment
management accounts:
Sale Date Number of Shares Per Share Price
--------- ---------------- ---------------
05/07/98 5,000 $2.83
During such sixty-day period, SG Cowen did not effect any purchase of
the Shares, either on behalf of itself or on behalf of its clients.
(d) Clients of SG 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, Cowen, Cowen
Inc., Joseph M. Cohen and Jarrod M. Cohen, attached hereto as Exhibit A.
<PAGE>
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Schedule 13 is true, complete and correct.
Date: July 15, 1998
SG COWEN SECURITIES CORPORATION
By: /s/ David Sarns
----------------------------
David Sarns
Chief Administrative Officer
<PAGE>
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
<PAGE>
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:
(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.
<PAGE>
If the foregoing accurately summarizes our agreement, please sign where
indicated below.
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
<PAGE>
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
<PAGE>
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 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.
<PAGE>
(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 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
