<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ICF KAISER INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
Notes:
<PAGE>
[LOGO OF ICF KAISER APPEARS HERE]
ICF KAISER INTERNATIONAL, INC.
9300 LEE HIGHWAY
FAIRFAX, VIRGINIA 22031-1207
Dear Shareholder:
The 1998 Annual Meeting of Shareholders of ICF Kaiser International, Inc.
(the "Company") will be held on Friday, May 1, 1998, at the Company's
headquarters, 9300 Lee Highway, Fairfax, Virginia 22031-1207. The matters on
the meeting agenda are described on the following pages. The meeting will start
promptly at 9:00 a.m. The Company's headquarters are located in Fairfax,
Virginia, near the Vienna station on the Orange Line of the Washington, D.C.
area Metro. On the day of the meeting, there will be a shuttle bus service
departing at frequent intervals from the south side of the Vienna station and
returning to the station after the meeting.
This year you are being asked to elect four directors, each to a three-year
term expiring at the 2001 Annual Meeting of Shareholders, and to approve the
appointment of Coopers & Lybrand L.L.P. as the independent public accountants of
the Company for the fiscal year ending December 31, 1998. The Board of
Directors recommends a vote FOR the election of the four directors and FOR the
approval of the appointment of Coopers & Lybrand L.L.P.
If you were a shareholder of record on March 11, 1998, you will receive a
proxy card for the shares of ICF Kaiser International, Inc. Common Stock you
hold in your own name. If you are a participant in the ICF Kaiser
International, Inc. Employee Stock Ownership Plan, Section 401(k) Plan, or the
Retirement Plan (the "Plans"), this proxy card also will include the number of
shares that you are entitled to vote under the Plans ("Plan Shares") as of
December 31, 1997. To vote your Plan Shares, you must mail back your proxy card
so that it is received by the Company's stock transfer agent before the close of
business on Monday, April 27, 1998. If our stock transfer agent has not
received your proxy card with your voting instructions for your Plan Shares by
the close of business on April 27, 1998, the Plan Shares will be voted by the
Trustee of the Plans at the instruction of the Plan Committees, in the
Committees' discretion.
A very high percentage of our shareholders hold their stock in street
names, which means that the shares are registered in their brokers' names rather
than in the shareholders' names. If you want to vote your street-name shares
personally, you must contact your broker directly in order to obtain a proxy
issued to you by your broker. A broker letter that identifies you as a
shareholder is not the same thing as a broker-issued proxy. If you fail to
bring a broker-issued proxy to the meeting, you will not be able to vote your
broker-held shares at the Annual Meeting.
We urge you to mail your proxy card to our stock transfer agent as promptly
as possible using the envelope provided. Please mail your proxy card whether or
not you plan to attend the May 1 meeting. Giving your proxy will not affect
your right to vote the shares you hold in your own name (excluding Plan Shares)
if you decide to attend the meeting.
Sincerely,
/s/ James O. Edwards
James O. Edwards
April 8, 1998 Chairman and Chief Executive Officer
<PAGE>
================================================================================
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
================================================================================
To the Shareholders of ICF Kaiser International, Inc.:
The 1998 Annual Meeting of Shareholders of ICF Kaiser International, Inc.
(the "Company") will be held at the Company's headquarters, 9300 Lee Highway,
Fairfax, Virginia 22031-1207, on Friday, May 1, 1998, at 9:00 a.m., Eastern
Daylight Time, for the following purposes:
1. to elect four (4) directors, each for a three-year term expiring at the
2001 Annual Meeting of Shareholders, and until their successors are duly
elected;
2. to approve the appointment of Coopers & Lybrand L.L.P. as the Company's
independent public accountants for the fiscal year ending December 31,
1998; and
3. to act on such other matters as may properly come before the meeting or
any adjournment thereof.
A proxy card is included with this Proxy Statement and Annual Report
mailing. In accordance with the Company's Amended and Restated By-laws, the
Board of Directors has fixed the close of business on Wednesday, March 11, 1998,
as the record date for the determination of shareholders entitled to notice of
and to vote at the 1998 Annual Meeting of Shareholders and at any adjournment
thereof. The reverse side of the proxy card shows the number of shares of ICF
Kaiser International, Inc. Common Stock, par value $0.01 per share (the "Common
Stock") that you own in your own name as of March 11, 1998.
If you are a participant in the ICF Kaiser International, Inc. Employee
Stock Ownership Plan, Section 401(k) Plan, or Retirement Plan (the "Plan"), the
reverse side of your proxy card will show the number of shares allocated to you
under these Plans (the "Plan Shares") as of December 31, 1997. Please note the
following: your proxy card must be received by the Company's stock transfer
agent before the close of business on Monday, April 27, 1998, in order for you
to vote your Plan Shares. Using the enclosed postage-paid, addressed envelope,
you are responsible for mailing your proxy card in sufficient time for it to be
received by the Company's stock transfer agent before the close of business on
April 27, 1998. If the Company's stock transfer agent has not received your
proxy card with your voting instructions for your Plan Shares by close of
business on April 27, 1998, your Plan Shares will be voted by the Trustee for
these three Plans at the instruction of the Plan Committees, in their
discretion.
Your proxy is important. Even if you hold only a few shares, and whether or
not you expect to attend the Annual Meeting in person, you are requested to
date, sign, and mail the proxy card you receive in the postage-paid envelope
that is provided. If you wish to have someone other than the persons named on
the enclosed proxy card vote for you, you may cross out their names on your
proxy card and insert the name of another person who will be at the meeting.
You then must give your signed proxy card to that person, otherwise he or she
cannot vote on your behalf at the meeting. You may revoke your proxy at any
time by mailing a second (or subsequent) proxy card to the Company's stock
transfer agent for receipt prior to the close of business on April 27, 1998 (for
Plan Shares), prior to the meeting (for all other shares), or by voting on the
ballot provided to shareholders at the meeting (other than Plan Shares). The
giving of your proxy will not affect your right to vote the shares you hold in
your own name (other than Plan Shares) if you decide to attend and vote at the
meeting.
This notice is given pursuant to direction of the Board of Directors.
/s/ Paul Weeks, II
Fairfax, Virginia Paul Weeks, II
April 8, 1998 Senior Vice President, General Counsel and
Secretary
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT......................................................................... 1
1. Election of four (4) directors, each to a three-year term expiring at the 2001
Annual Meeting of Shareholders, and until their successors are duly elected
2. Approval of Coopers & Lybrand L.L.P. as the Company's independent public
accountants for the fiscal year ending December 31, 1998
VOTING SECURITIES OF THE COMPANY AND CERTAIN SHAREHOLDINGS.............................. 1
ELECTION OF DIRECTORS................................................................... 4
Nominees for Election to the Board of Directors
Directors Continuing in Office
Information Regarding the Board of Directors
COMPENSATION & HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION........... 9
AGREEMENTS AND TRANSACTIONS WITH CERTAIN DIRECTORS AND NOMINEES......................... 10
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE................................. 11
APPROVAL OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS............................... 11
EXECUTIVE COMPENSATION.................................................................. 12
AGREEMENTS AND TRANSACTIONS WITH EXECUTIVE OFFICERS NAMED
IN THE SUMMARY COMPENSATION TABLE
(Two of whom also are Directors).................................................... 16
AGREEMENTS AND TRANSACTIONS WITH OTHER EXECUTIVE OFFICERS
(One of whom also is a Director).................................................... 17
STOCK PERFORMANCE GRAPHS................................................................ 18
COMPENSATION & HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION............... 20
OTHER MATTERS........................................................................... 23
</TABLE>
A copy of the Company's Annual Report to the Securities and Exchange
Commission (SEC) on Form 10-K for the year ended December 31, 1997, will be sent
without charge to any shareholder of record or beneficial owner of shares of the
Company's Common Stock upon receipt of a written request addressed to: Paul
Weeks, II, Senior Vice President, General Counsel and Secretary, ICF Kaiser
International, Inc., 9300 Lee Highway, Fairfax, Virginia 22031. Provided with
the copy of the Report will be a list of the exhibits to the Report filed with
the SEC by the Company. Any such exhibits will be provided to any ICF Kaiser
shareholder upon payment of the cost noted next to each exhibit on the list.
<PAGE>
================================================================================
PROXY STATEMENT
================================================================================
This Proxy Statement is furnished to shareholders of ICF Kaiser
International, Inc. (the "Company") in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders of the Company to be held
on Friday, May 1, 1998, at the time and place and for the purposes set forth in
the accompanying Notice of Annual Meeting of Shareholders. The record date for
determining shareholders entitled to vote at the Annual Meeting is March 11,
1998 (the "Record Date").
A proxy card is included with this Proxy Statement and Annual Report
mailing, and your proxy is solicited by the Board of Directors of the Company.
The reverse side of this proxy card shows the number of shares of Common Stock
that you own in your own name. As explained in the accompanying notice, you
must mail your proxy card in sufficient time for it to be received by the
Company's stock transfer agent before the close of business on Monday, April 27,
1998, in order for you to vote any Plan Shares shown on the proxy card. If the
Company's transfer agent has not received your proxy card with your voting
instructions for your Plan Shares by the close of business on April 27, 1998,
your Plan Shares will be voted by the Trustee for these three Plans at the
instruction of the Plan Committees, in their discretion.
Please complete and sign the enclosed proxy card and return it to the
Company as soon as possible. If you change your mind after you return your
proxy card, you can revoke it at any time, including at the May 1 meeting, with
respect to your shares of record but not with respect to the Plan Shares.
Unless a proxy is revoked, all proxy cards that are properly executed and
received at or prior to the meeting will be voted in accordance with what is
written on the cards. Unless a contrary instruction is indicated in the proxy
card, or if the proxy card is properly executed but the voting "boxes" are left
blank, it will be voted FOR the election of directors as nominated, FOR approval
of the appointment of Coopers & Lybrand L.L.P., and in the discretion of the
person(s) named as the proxy if any other business properly comes before the
meeting.
The Annual Report of the Company for the year ended December 31, 1997
(including financial statements), the Notice of Annual Meeting, this Proxy
Statement, and the enclosed proxy card initially were mailed in a single
envelope to shareholders on or about April 8, 1998. The Company has borne the
cost of preparing, assembling, and mailing these items. Directors, officers,
and employees of the Company may solicit proxies on behalf of the Company by
telephone and personal interview without special compensation.
The Company will deliver copies of the Annual Report to Shareholders and
proxy material to brokerage firms and other custodians, nominees, and
fiduciaries for forwarding to beneficial owners of the Company's Common Stock.
The Company will reimburse those brokerage firms, custodians, nominees, and
fiduciaries for their expenses in connection with forwarding these materials.
================================================================================
VOTING SECURITIES OF THE COMPANY AND CERTAIN SHAREHOLDINGS
================================================================================
The only class of the Company's capital stock that is issued, outstanding,
and entitled to vote at the Annual Meeting as of the Record Date is the
Company's Common Stock. There were 23,222,424 shares of Common Stock issued and
outstanding as the Record Date. This number includes 531,250 shares that are
held in escrow subject to certain earn-out conditions in connection with a 1995
acquisition. Between the Record Date (March 11, 1998) and the date of this
Proxy Statement (April 8, 1998), the Company retired 6,593 shares of Common
Stock. Accordingly, there are 23,215,831 shares of Common Stock entitled to
vote at the Annual Meeting, each share of which is entitled to one vote. This
number does not include 1,500,000 shares that were issued after the Record Date
in connection with an acquisition that closed on March 17, 1998.
<PAGE>
The Amended and Restated By-laws of the Company require that the holders of
a majority in voting amount of the issued and outstanding shares of the Company
entitled to vote at the Annual Meeting of Shareholders be present in person or
represented by proxy in order for a quorum to exist for the transaction of
business at that meeting. Assuming that such a quorum is present for the May 1,
1998, meeting, a plurality of shares voted at the meeting, in person or by
proxy, will determine the election of the directors. A majority of shares voted
at the meeting, in person or by proxy, will determine whether the appointment of
Coopers & Lybrand L.L.P is approved. Abstentions and broker non-votes will be
counted as present for the purpose of computing the quorum, but will not be
counted as affirmative votes.
The following table sets forth information as of the March 11, 1998, Record
Date regarding each person known by the Company to beneficially own 5% or more
of the outstanding Common Stock of the Company. A person is deemed to be a
beneficial owner of the Company's Common Stock if that person has voting or
investment power (or voting and investment powers) over any shares of Common
Stock as of the Record Date or has the right to acquire such shares pursuant to
exercisable options or warrants within 60 days from the Record Date.
<TABLE>
<CAPTION>
==================================================================================================
Name and Address of Beneficial Owners Amount and Nature of Beneficial Percent of
of More Than 5% of the Ownership of Shares of Common Stock
Common Stock of the Company Common Stock of the Company of the Company
==================================================================================================
<S> <C> <C>
Cowen and Company; Cowen Incorporated;
Joseph M. Cohen; Jarrod M. Cohen 2,449,200 (a) 10.55 %
Financial Square
New York, NY 10005-3597
- --------------------------------------------------------------------------------------------------
ICF Kaiser International, Inc.
Employee Stock Ownership Plan 1,680,178 (b) 7.24 %
c/o Vanguard Fiduciary Trust Company
200 Vanguard Blvd.
Malvern, PA 19355
- --------------------------------------------------------------------------------------------------
State of Wisconsin Investment Board
P.O. Box 7842 2,092,200 (c) 9.01 %
Madison, WI 53707
- --------------------------------------------------------------------------------------------------
Tennenbaum & Co., LLC;
Michael E. Tennenbaum 2,100,000 (d) 9.04 %
1999 Avenue of the Stars
Los Angeles, CA 90067
==================================================================================================
</TABLE>
(a) The information with respect to the shares of Common Stock beneficially
owned by Cowen and Company, Cowen Incorporated, Joseph M. Cohen, and Jarrod
M. Cohen is based on information from Mr. Jarrod Cohen, managing director
of Cowen and Company, and is current as of the March 11, 1998, Record Date.
Mr. Joseph Cohen is an individual who may be deemed to control Cowen
Incorporated.
(b) Share amount stated as of December 31, 1997. All of the shares of Common
Stock held by the Employee Stock Ownership Plan ("ESOP") are allocated to
individual ESOP participants' accounts and can be voted by those
participants. The members of the ESOP Plan Committee are James O. Edwards,
Michael K. Goldman, and Marcy A. Romm. The ESOP Plan Committee has
investment power over all of the shares of Common Stock held by the ESOP.
Each ESOP Plan Committee member disclaims beneficial ownership of the
shares of Common Stock held by the ESOP. The individual shareholdings of
Mr. Edwards are shown on page 3 of this Proxy Statement. Mr. Goldman
beneficially owns 121,780 shares of Common Stock, 36,051 of which are
shares that may be acquired within 60 days of the Record Date upon the
exercise of stock options. Ms. Romm beneficially owns 38,004 shares of
Common Stock, 16,913 of which are shares that may be acquired within 60
days of the Record Date upon the exercise of stock options. The ESOP Plan
Committee's address is 9300 Lee Highway, Fairfax, VA 22031.
(c) The information with respect to the shares of Common Stock beneficially
owned by the State of Wisconsin Investment Board is based on a Report on
Schedule 13G, Amendment No. 6 dated January 20, 1998, which was filed with
the SEC reporting share ownership information as of December 31, 1997.
(d) The information with respect to the shares of Common Stock beneficially
owned by Tennenbaum & Co., LLC and Michael E. Tennenbaum is based on a
Report on Schedule 13D dated December 19, 1997, which was filed with the
SEC reporting share information as of December 18, 1997. This information
also is current as of the Record Date.
2
<PAGE>
The following table sets forth information regarding the beneficial
ownership of shares of Common Stock of the Company by each nominee for director,
by all directors continuing in office, by current executive officers named in
the Summary Compensation Table on page 12 of this Proxy Statement, and by all
directors and current executive officers as a group. The information set forth
below is current as of the March 11, 1998, Record Date, except that information
with respect to ownership of shares of Common Stock in the Company's Employee
Stock Ownership Plan, Section 401(k) Plan, and Retirement Plan is current as of
December 31, 1997.
<TABLE>
<CAPTION>
===================================================================================================
Certain Beneficial Owners Amount and Nature Percent of
of Shares of Common Stock of Beneficial Ownership Common Stock
of the Company as of the of Shares of Common of the Company
March 11, 1998 Record Date Stock of the Company (*Less than 1%)
===================================================================================================
<S> <C> <C>
(i) Nominees for Director
- ---------------------------------------------------------------------------------------------------
James O. Edwards 514,885 (a) 2.21%
Maynard H. Jackson, Jr. 15,709 (b) *
Keith M. Price 9,709 (c) *
Michael E. Tennenbaum 2,100,000 (d) 9.04%
- ---------------------------------------------------------------------------------------------------
(ii) Directors Continuing in Office
- ---------------------------------------------------------------------------------------------------
Kenneth L. Campbell 45,856 (e) *
Tony Coelho 23,709 (f) *
Thomas C. Jorling 15,709 (g) *
Hazel R. O'Leary 9,709 (h) *
James T. Rhodes 0 *
Marc Tipermas 340,823 (i) 1.46%
[Reserved] (j)
- ---------------------------------------------------------------------------------------------------
(iii) Current Executive Officers Named in the Summary Compensation Table
- ---------------------------------------------------------------------------------------------------
James O. Edwards 514,885 (a) 2.21%
Chairman and Chief Executive Officer
Michael F. Gaffney 40,064 (k) *
Executive Vice President
Sudhakar Kesavan 50,581 (l) *
Executive Vice President
Marc Tipermas 340,823 (i) 1.46%
President and Chief Operating Officer
David Watson 105,196 (m) *
Executive Vice President
- ---------------------------------------------------------------------------------------------------
(iv) All Directors and Current Executive Officers
as a Group (18 Persons) 3,481,458 (n) 14.69%
===================================================================================================
</TABLE>
(a) Mr. Edwards' share ownership includes 2,894 shares allocated to his ESOP
account, 2,516 shares allocated to his Section 401(k) Plan account, 74,042
shares allocated to his Retirement Plan account, and 122,500 shares that
may be acquired within 60 days of the Record Date upon the exercise of
stock options. Mr. Edwards also owns 312,933 other shares. Mr. Edwards is
a member of the ESOP, Retirement Plan and Section 401(k) Plan Committees;
as such, as of December 31, 1997, he has shared investment and voting power
over 1,680,178 shares and 862,480 shares held by the ESOP and the
Retirement Plan, respectively, and shared voting power over 368,934 shares
held by the Section 401(k) Plan. Mr. Edwards disclaims beneficial
ownership of the shares held in these three Plans.
(b) Mr. Jackson's share ownership includes 6,000 shares that may be acquired
within 60 days of the Record Date upon the exercise of stock options. Mr.
Jackson has 9,709 Phantom Stock Units which are fully described on pages 8-
9 of this Proxy Statement.
(c) Mr. Price has 9,709 Phantom Stock Units which are fully described on pages
8-9 of this Proxy Statement.
(d) Mr. Tennenbaum is the Managing Member of and may be deemed to control
Tennenbaum & Co., LLC, which owns 2,100,000 shares of Common Stock.
(e) Mr. Campbell's share ownership includes 4,070 shares allocated to his ESOP
account, 1,786 allocated to his Retirement Plan account, and no shares that
may be acquired within 60 days of the Record Date upon the exercise of
options. Mr. Campbell also owns 40,000 other shares.
3
<PAGE>
(f) Mr. Coelho's share ownership includes 12,000 shares that may be acquired
within 60 days of the Record Date upon the exercise of stock options. He
also owns 2,000 other shares. Mr. Coelho has 9,709 Phantom Stock Units
which are fully described on pages 8-9 of this Proxy Statement.
(g) Mr. Jorling's share ownership includes 6,000 shares that may be acquired
within 60 days of the Record Date upon the exercise of stock options. Mr.
Jorling has 9,709 Phantom Stock Units which are fully described on pages 8-
9 of this Proxy Statement.
(h) Mrs. O'Leary has 9,709 Phantom Stock Units which are fully described on
pages 8-9 of this Proxy Statement.
(i) Dr. Tipermas' share ownership includes 7,988 shares allocated to his ESOP
account, 16,335 shares under the Retirement Plan, and 131,600 shares that
may be acquired within 60 days of the Record Date upon the exercise of
stock options. He also owns 184,900 other shares.
(j) A position as a member of the Board of Directors has been reserved for Mr.
Jarrod Cohen as described more fully on pages 10-11 of this Proxy
Statement.
(k) Mr. Gaffney's share ownership includes 589 shares allocated to his
Retirement Plan account and 38,475 shares that may be acquired within 60
days of the Record Date upon the exercise of options. Mr. Gaffney also
owns 1,000 other shares.
(l) Mr. Kesavan's share ownership includes 4,339 shares allocated to his ESOP
account, 2,058 allocated to his Retirement Plan account, and 20,621 shares
that may be acquired within 60 days of the Record Date upon the exercise of
options. Mr. Kesavan also owns 23,563 other shares.
(m) Mr. Watson's share ownership includes 23,396 shares allocated to his
Section 401(k) Plan account and 36,200 shares that may be acquired within
60 days of the Record Date upon the exercise of stock options. He also
owns 45,600 other shares.
(n) This total includes 36,582 shares allocated to ESOP accounts, 26,114 shares
in Section 401(k) Plan accounts, 103,191 shares allocated to individuals
under the Retirement Plan or held in directed investment accounts under the
Retirement Plan, 480,586 shares that may be acquired within 60 days of the
Record Date upon the exercise of stock options, and 2,834,985 other shares.
================================================================================
ELECTION OF DIRECTORS
================================================================================
The Board of Directors currently consists of the following nine directors.
As described in more detail below, the Board of Directors is nominating Mr.
Michael E. Tennenbaum for election to a three-year term ending at the 2001
Annual Meeting of Shareholders, and until his successor is duly elected. Also
as described in more detail below, the Board of Directors has agreed to elect
Mr. Jarrod M. Cohen to a term ending at the 2000 Annual Meeting of Shareholders,
and until his successor is duly elected.
Term to Expire
James O. Edwards 1998
Maynard H. Jackson, Jr. 1998
Keith M. Price 1998
Kenneth L. Campbell 1999
Thomas C. Jorling 1999
Hazel R. O'Leary 1999
Tony Coelho 2000
James T. Rhodes 2000
Marc Tipermas 2000
[Reserved] 2000
Accepting the recommendation of its Nominating Committee, the Board of
Directors has nominated current directors Messrs. Edwards, Jackson, and Price
for election to a three-year term ending at the Annual Meeting of Shareholders
in the year 2001, and until their successors are duly elected. In addition, the
Board of Directors has nominated Mr. Michael E. Tennenbaum for election to a
three-year term ending at the Annual Meeting of Shareholders in the year 2001,
and until his successor is duly elected. Mr. Tennenbaum is the Managing Member
of
4
<PAGE>
Tennenbaum & Co., LLC, one of the Company's significant shareholders. An
agreement between Mr. Tennenbaum and the Company is described on page 10 of this
Proxy Statement.
On March 13, 1998, the Company agreed that, upon receipt of a written
request from Mr. Jarrod M. Cohen at any time between July 1 and December 31,
1998, the Company would enlarge the class of directors whose terms expire at the
2000 Annual Meeting of Shareholders and elect Mr. Cohen to fill the resulting
vacancy.
Mr. Cohen, 31, has been the Managing Director, head of Proprietary
Investing, and head of Risk Management for Cowen and Company since April 1996.
Previously, from September 1989 until April 1996, Mr. Cohen was the Portfolio
Manager for the Cowen Opportunity Fund and Co-head of Cowen Small Cap Approach.
Cowen and Company is one of the Company's significant shareholders. Mr. Cohen
has informed the Company that as of March 11, 1998, a total of 2,449,200 shares
of Common Stock are beneficially owned by Cowen and Company, Cowen Incorporated,
and Joseph M. Cohen, an individual who may be deemed to control Cowen
Incorporated. Mr. Cohen has informed the Company that as of March 11, 1998, he
has sole voting power and sole investment power as to 46,000 shares of Common
Stock and shared voting power and shared investment power as to 2,403,200 shares
of Common Stock. An agreement between Mr. Cohen and the Company is described on
pages 10-11 of this Proxy Statement.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
EACH FOR A THREE-YEAR TERM EXPIRING AT THE 2001 ANNUAL MEETING OF SHAREHOLDERS
James O. Edwards, 54, has been Chairman of the Board and Chief Executive
Officer of ICF Kaiser International, Inc. since 1987. He also was President of
ICF Kaiser International, Inc. from 1987 to 1990. In 1974, he joined ICF
Incorporated, the predecessor of ICF Kaiser International, Inc. and was its
Chairman and Chief Executive Officer from 1986 until the 1987 establishment of
ICF Kaiser International, Inc. Mr. Edwards graduated from Northwestern
University (B.S.I.E.) and Harvard University (M.B.A., High Distinction, George
F. Baker Scholar).
Maynard H. Jackson, Jr., 60, has been Chairman/CEO of Jackson Securities
Incorporated, an investment banking firm, since 1994. Mr. Jackson returned to
private business in 1994 after completing his third term as mayor of Atlanta.
He had served three terms as mayor, from 1974 to 1982 and again from 1990 to
1994. From 1982 to 1990, Mr. Jackson was a managing partner in public finance
with the law firm of Chapman and Cutler; he also managed his own law firm from
1970 to 1974. Mr. Jackson is a Trustee of Morehouse College, Founder/Chairman
Emeritus of the National Association of Securities Professionals (NASP), and
Founder/Chairman/Principal Teacher of the Maynard Jackson Youth Foundation. Mr.
Jackson has been a Director of ICF Kaiser International, Inc. since 1995. Mr.
Jackson graduated from Morehouse College (B.A.) and the School of Law at North
Carolina Central University (J.D.).
Keith M. Price, 61, has been a consultant to various U.S. and international
engineering and construction companies since 1994. From 1991 to 1994, he was
first Managing Director of Transportation Systems and Engineering and then
Managing Director of Operations for Transmanche-Link, a joint venture of ten
major European contractors that held a contract to design, manufacture, and
construct the tunnel transportation for the Chunnel, an $11 billion project that
links England to France. Prior to his positions with Transmanche-Link, Mr.
Price had a 27-year career with Morrison-Knudsen where he held a number of
senior management positions and was a director. Mr. Price has been a Director
of ICF Kaiser International, Inc. since May 1997. Mr. Price graduated from
Pepperdine University (M.B.A.).
Michael E. Tennenbaum, 61, has been the Managing Member of Tennenbaum &
Co., LLC since June 1996. Mr. Tennenbaum also is currently the Chief Executive
of Tennenbaum Securities, LLC, and he has held this position since May 1997.
Previously, from February 1993 until June 1996, Mr. Tennenbaum was a Senior
Managing Director of Bear, Stearns & Co., Inc. In addition, Mr. Tennenbaum was
previously a member of the Board of Directors of Bear, Stearns & Co., Inc. and
also held the position of Vice Chairman, Investment Banking. Mr. Tennenbaum's
responsibilities at Bear, Stearns & Co., Inc. included managing the firm's Risk
Arbitrage, Investment Research, and Options Departments. Mr. Tennenbaum has
served on the Boards of Directors of Arden Group, Inc.; Bear, Stearns &
5
<PAGE>
Co., Inc.; Jenny Craig, Inc.; Sun Gro Horticulture, Inc.; and Tosco Corporation.
Mr. Tennenbaum graduated from the Georgia Institute of Technology (B.S.I.E.) and
Harvard University (M.B.A., with Distinction).
DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING IN 1999
Kenneth L. Campbell, 41, has been Executive Vice President and Chief
Financial Officer of ICF Kaiser International, Inc. since July 1997. From July
1996 through June 1997, Mr. Campbell was Chief Operating Officer of Perseus, an
international merchant bank based in Washington, D.C. He previously was
employed by ICF Kaiser from 1988 through June 1996, holding a variety of senior
management positions, including Senior Vice President and Treasurer (1994-1996)
and Senior Vice President for Corporate Development (1993-1994). Mr. Campbell
first worked for the Company in 1980 as an economic consultant, rejoining the
Company in 1988 to assist with the acquisition of ICF Kaiser Engineers, Inc.
Mr. Campbell has been a Director of ICF Kaiser International, Inc. since May
1997. Mr. Campbell graduated from Wesleyan University (B.A.) and the University
of Pennsylvania, Wharton Graduate School of Finance (M.B.A., with Distinction).
Thomas C. Jorling, 57, has been Vice President, Environmental Affairs, of
International Paper Company since 1994. Mr. Jorling was the Commissioner of the
New York State Department of Environmental Conservation from 1987 to 1994.
Prior to that, Mr. Jorling was a professor of environmental studies and director
of the center for environmental studies at Williams College in Massachusetts.
In addition, Mr. Jorling served from 1977 to 1979 as Assistant Administrator for
Water and Hazardous Material at the U.S. Environmental Protection Agency. Mr.
Jorling has been a Director of ICF Kaiser International, Inc. since 1995. Mr.
Jorling graduated from the University of Notre Dame (B.S.), Washington State
University (M.S.), and Boston College (LL.B.).
Hazel R. O'Leary, 60, has been Chairman of the firm of O'Leary Associates,
Inc. since she left her position as Secretary of the Department of Energy (DOE)
in January 1997. President Clinton selected Mrs. O'Leary to be the Secretary
of Energy in December 1992, and she assumed her duties in January 1993. During
her four-year tenure as Secretary, Mrs. O'Leary effectively downsized DOE's
number of employees by 27 percent and its budget by $10 billion over five years
and focused all of DOE's activities around five areas: science and technology,
national security, energy research, environmental quality, and economic
productivity. Immediately before her appointment as Secretary of Energy, Mrs.
O'Leary was president of the wholly owned natural gas subsidiary of Northern
States Power (NSP), a $2 billion diversified utility holding company
headquartered in Minneapolis; she had been executive vice president of the
holding company from 1989 to 1992. Mrs. O'Leary has over 25 years of
experience in sustainable energy policy and large project development. She has
been a Director of ICF Kaiser International, Inc. since March 1997. She also
currently serves on the Board of Directors of AES Company, the global power
company, and on the non-profit Boards of Africare, Morehouse College (Atlanta),
and The Keystone Center where she chairs the Energy Policy Group. Mrs. O'Leary
graduated from Fisk University (B.A.) and Rutgers University Law School (J.D.).
TERM EXPIRING IN 2000
Tony Coelho, 55, former Congressman and Majority Whip of the U.S. House of
Representatives, is a consultant to Tele-Communications, Inc. and Chairman of
the Board of International Thoroughbred Breeders, Inc. From October 1995 to
September 1997, he served as Chairman and CEO of ETC w/tci, Inc., an education
and training technology company. From 1989 to June 1995, Mr. Coelho was a
Managing Director of the New York investment banking firm Wertheim Schroder &
Company, and from 1990 to June 1995 he also served as President and CEO of
Wertheim Schroder Investment Services. Mr. Coelho has been a Director of ICF
Kaiser International, Inc. since 1990. In addition, he is a director of Service
Corporation International, Cyberonics, Inc., Kistler Aerospace Corporation,
AutoLend Group, Inc., and TEI, Inc. He is also a member of Fleishman-Hillard,
Inc.'s international advisory board. Since his appointment by President Clinton
in 1994, Mr. Coelho has served as Chairman of the President's Committee on
Employment of People with Disabilities. Mr. Coelho represented California's
Central Valley in Congress from 1979 to 1989.
6
<PAGE>
James T. Rhodes, 56, has been the Chairman and Chief Executive Officer of
the Institute of Nuclear Power Operations (INPO) since March 1998. INPO is a
nonprofit corporation established by the nuclear utility industry in 1979 to
promote the highest levels of safety and reliability in the operation of nuclear
electric generating plants. Dr. Rhodes retired as President and Chief Executive
Officer of Virginia Power in August 1997. He joined Virginia Power in 1971 as a
nuclear physicist and held increasingly responsible positions throughout that
company. In 1985 he became senior vice president-power operations and in 1988,
senior vice president-finance; in 1989 he was elected President and CEO. Prior
to joining Virginia Power, Dr. Rhodes worked as a project engineer in the U.S.
Army Nuclear Power Program from 1964 to 1968. Prior to his retirement from
Virginia Power, Dr. Rhodes was a director of the Edison Electric Institute,
NationsBank, N.A., the Nuclear Energy Institute, the Southeastern Electric
Exchange, and Virginia Power. Dr. Rhodes has been a Director of ICF Kaiser
International, Inc. since February 1998. Dr. Rhodes graduated from North
Carolina State University (B.S.), Catholic University (M.S.), and Purdue
University (Ph.D., Atomic Energy Commission Fellow).
Marc Tipermas, 50, has been President and Chief Operating Officer of ICF
Kaiser International, Inc. since April 1997. He had been Executive Vice
President and Director of Corporate Development for the Company from 1993 to
1997 and held senior management positions in several of ICF Kaiser's operating
subsidiaries since joining the Company in 1981. From 1977 to 1981, Dr. Tipermas
was employed by the U.S. Environmental Protection Agency where he was the
Director of the Superfund Policy and Program Management Office from 1980 to
1981. Prior to joining EPA, he was Assistant Professor of Political Science at
the State University of New York at Buffalo from 1975 to 1977. Dr. Tipermas has
been a Director of ICF Kaiser International, Inc. since 1993. Dr. Tipermas
graduated from the Massachusetts Institute of Technology (S.B.) and Harvard
University (A.M., Ph.D.).
INFORMATION REGARDING THE BOARD OF DIRECTORS
The Board of Directors is responsible for the overall affairs of the
Company. During the year ended December 31, 1997, the Board of Directors held
four meetings. All Directors attended at least 75% of the 1997 meetings of the
Board of Directors and its Committees he or she was eligible to attend.
To assist the Board of Directors in carrying out its responsibilities, the
Board has delegated certain authority to several permanent committees, the
membership and duties of which are as follows.
<TABLE>
<CAPTION>
========================================================================================================
Committees of the Board of Directors
- --------------------------------------------------------------------------------------------------------
Compensation Corporate
Executive Audit & Human Resources Development Finance Nominating
Committee Committee Committee Committee Committee Committee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mr. Edwards, Mr. Jorling, Mr. Coelho, Dr. Tipermas, Mr. Campbell, Mr. Jackson,
Chairman Chairman Chairman Chairman Chairman Chairman
Mr. Coelho Mr. Campbell * Mr. Edwards * Mr. Jackson Mr. Edwards Mr. Coelho
Mr. Jackson Mr. Edwards * Mr. Jorling Mr. Jorling [Position reserved Mr. Edwards
Mr. Jorling Mrs. O'Leary Mrs. O'Leary Mrs. O'Leary for Outside
Mr. Price Mr. Price Mr. Price Director]
Dr. Tipermas
========================================================================================================
</TABLE>
* Non-voting, ex-officio member with right to attend the Committee meetings.
Executive Committee. The Executive Committee, except as limited by
Delaware law, may exercise any of the powers and perform any of the duties of
the Board of Directors. It has the full authority to act on behalf of the Board
of Directors. There was one meeting of the Executive Committee during 1997; it
also acted by written consent in lieu of meetings of the Committee.
Audit Committee. The Audit Committee reviews the financial statements of
the Company and other financial matters with the Company's independent public
accountants and, when appropriate, reviews future Company transactions with
related parties that raise the possibility of a conflict of interest. All
voting members of the Audit
7
<PAGE>
Committee are disinterested directors as required by the rules of the New York
Stock Exchange on which the Company's Common Stock is traded. The Audit
Committee met once in 1997.
Compensation & Human Resources Committee. The Compensation & Human
Resources Committee (a) reviews and approves (or recommends to the entire Board
of Directors) the annual salary, bonus, and other benefits (direct and indirect)
of the Chief Executive Officer, executive officers, and other designated members
of management; (b) reviews and submits to the full Board recommendations
concerning, and amendments to, new executive compensation or stock plans; (c)
establishes, and periodically reviews, the Company's policies in the area of
management perquisites; (d) administers the Company's employee benefit and stock
plans to the extent such plans require Board of Directors involvement; (e)
establishes, and periodically reviews, the Company's policies in the areas of
human resources, EEO, labor relations, and diversity; and (f) determines, when
appropriate, whether indemnification of officers, directors and/or employees
should be provided in particular cases. The Compensation & Human Resources
Committee met two times in 1997; it also acted by written consent in lieu of
meetings of the Committee.
Corporate Development Committee. The Corporate Development Committee
coordinates the Company's marketing activities. The members of the Corporate
Development Committee informally discussed the Company's marketing and business
development efforts throughout 1997, but did not formally meet or act as a
committee in 1997.
Finance Committee. The Finance Committee was created in 1997 and reviews
the Company's financing, acquisition, and investment activities. During 1997,
the Finance Committee members reviewed the Company's restated bank agreement and
recommended to the Board of Directors that the Company enter into the amended
and restated agreement. The members also reviewed a number of potential
acquisitions, but did not formally meet as a Committee in 1997; the committee
acted by written consent in lieu of meetings of the Committee.
Nominating Committee. The Nominating Committee (a) develops the criteria
for Board membership, (b) proposes to the Board of Directors nominees who meet
the criteria for Board membership to fill vacancies on the Board of Directors as
they occur, (c) applies the criteria for Board membership to incumbent directors
in advance of the time when a director would otherwise be expected to be
nominated for re-election, (d) subject to compliance with state law, recommends
removal of directors in those unusual circumstances where removal may be
warranted prior to expiration of a director's term of office, and (e) considers
and recommends to the Board of Directors the types, functions, and membership of
Board committees. The Nominating Committee will consider candidates for
director recommended by shareholders, if the recommendations are submitted in
writing to the Secretary of the Company. The procedures and time periods for
submitting such recommendations are explained on page 23 of this Proxy
Statement. In 1997, the Nominating Committee acted at one meeting of the entire
Board; it also acted by written consent in lieu of meetings of the Committee.
Compensation of Non-employee Directors effective March 1, 1997
Directors who are not employees of the Company ("Non-employee Directors")
are paid $1,000 for attendance at each meeting of the Board of Directors; they
are paid $1,000 for attendance at each meeting of a committee of the Board of
Directors of which the Director is a member. In addition, each Non-employee
Director receives an annual retainer of $20,000, payable in advance in quarterly
installments, and is reimbursed for his or her expenses incurred in connection
with his or her Board service. Directors of the Company who are employees of
the Company are not compensated separately for their service as Directors.
On February 28, 1997, the Board of Directors adopted the ICF Kaiser
International, Inc. Non-employee Directors Compensation and Phantom Stock Plan,
which provides for the cash compensation discussed in the preceding paragraph.
In addition, in lieu of option grants under the Non-employee Directors Stock
Option Plan adopted in 1991, each Non-employee Director of the Company is
granted a Phantom Stock Award ("PSA") equal to $20,000 worth of Common Stock on
the date of grant; the date of grant is the date of the annual board meeting
which occurs immediately following the conclusion of the Annual Meeting of
Shareholders. Three years after the PSA grant, the Company will pay each Non-
employee Director in cash the value of the shares to which the PSA relates. The
number of shares of Common Stock to which the PSA relates will be determined
using the average closing prices of the Common Stock for
8
<PAGE>
the 20 trading days immediately prior to the date of grant. The same method will
be used to determine the value of the phantom stock as of the date of the cash
payout.
On May 2, 1997, the Non-employee Directors were awarded the following
Phantom Stock Units under the ICF Kaiser International, Inc. Non-employee
Directors Compensation and Phantom Stock Plan:
<TABLE>
<CAPTION>
==========================================================================================================================
Per Share Price
Total Value of (20-trading day Total Number of
Common Stock on average at Phantom Stock Date of
Non-employee Director Date of Grant May 1, 1997) Units Granted Cash Payout
==========================================================================================================================
<S> <C> <C> <C> <C>
Tony Coelho $20,000 $2.06 9,709 May 5, 2000
- --------------------------------------------------------------------------------------------------------------------------
Maynard H. Jackson, Jr. $20,000 $2.06 9,709 May 5, 2000
- --------------------------------------------------------------------------------------------------------------------------
Thomas C. Jorling $20,000 $2.06 9,709 May 5, 2000
- --------------------------------------------------------------------------------------------------------------------------
Hazel R. O'Leary $20,000 $2.06 9,709 May 5, 2000
- --------------------------------------------------------------------------------------------------------------------------
Keith M. Price $20,000 $2.06 9,709 May 5, 2000
==========================================================================================================================
</TABLE>
================================================================================
COMPENSATION & HUMAN RESOURCES COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
================================================================================
The Non-employee Directors of the Company who are voting members of the
Compensation & Human Resources Committee are Tony Coelho (Chairman), Thomas C.
Jorling, and Hazel R. O'Leary. The full Board of Directors has designated an
employee Director of the Company, James O. Edwards (the Chairman and Chief
Executive Officer of the Company), as an ex-officio, non-voting member of the
Committee. SEC rules require that whenever there is insider or employee
participation in compensation decisions, certain disclosures must accompany the
identification of the participating insiders. The following paragraph provides
the required disclosures with respect to Mr. Edwards; all transactions with Mr.
Edwards were on market terms, including then-current market interest rates.
James O. Edwards. As part of his new employment arrangement with the
Company effective May 1, 1997, Mr. Edwards' outstanding indebtedness to the
Company under an amended and restated promissory note dated December 31, 1994,
in the amount of $1,028,066.27 was amended and restated (the "1997 Note"). The
1997 Note is in the amount of $1,179,853.92 which is the principal amount of the
December 31, 1994, note plus accrued interest through the date of execution of
the 1997 Note (May 1, 1997). The 1997 Note bears interest at the rate of 6.58%
per year (without compounding), is secured by a pledge of 130,665 shares of the
Company's Common Stock (the "Pledged Stock"), and is non-recourse to Mr.
Edwards. The 1997 Note is due on December 31, 1999, with accrued interest from
May 1, 1997. Also as part of his May 1997 employment arrangement, the Company
loaned Mr. Edwards an additional $100,000 in consideration for Mr. Edwards'
agreeing not to sell any shares of Common Stock that he owns without the prior
written approval from the Compensation & Human Resources Committee of the Board
of Directors. The $100,000 Note bears interest at the rate of 6.58% per year
and is due on December 31, 1999, with accrued interest from May 1, 1997. The
$100,000 Note is secured by the Pledged Stock and is non-recourse to Mr.
Edwards. The largest aggregate amount of Mr. Edwards' indebtedness to the
Company outstanding at any time since January 1, 1997, was $1,279,853.92, plus
accrued interest on such sum since May 1, 1997; this also is the outstanding
balance as of the March 11, 1998, Record Date. It is the Company's intention to
retire the 1997 Note when the value of the Pledged Stock reaches the amount
owed. Executive compensation paid to Mr. Edwards during the past three fiscal
years is described beginning on page 12 of this Proxy Statement.
9
<PAGE>
================================================================================
AGREEMENTS AND TRANSACTIONS WITH CERTAIN DIRECTORS AND NOMINEES
================================================================================
On March 13, 1998, the Company and Mr. Michael E. Tennenbaum signed an
agreement pursuant to which the Company agreed to nominate, recommend, and
solicit proxies for Mr. Tennenbaum's election as a Director of the Company at
the May 1, 1998, Annual Meeting of Shareholders for a three-year term expiring
at the 2001 Annual Meeting of Shareholders, and until his successor is duly
elected. The Company and Mr. Tennenbaum agreed that during the period from
March 13, 1998, to the earlier of (i) March 13, 2003, and (ii) the day after the
date Mr. Tennenbaum, Tennenbaum & Co., LLC, and their affiliates cease to be the
beneficial owners of any of the Company's voting securities (the "Restricted
Securities"), Mr. Tennenbaum and Tennenbaum & Co., LLC (the "Tennenbaum
Parties") shall not acquire, directly or indirectly, any voting securities of
the Company if, following such acquisition, the Tennenbaum Parties and their
affiliates would, directly or indirectly, be the beneficial owners of more than
19.5% of the total combined voting power of all issued and outstanding
securities of the Company. The agreement states that the limitation set forth
in the immediately preceding sentence shall not be violated if the Tennenbaum
Parties and their affiliates become entitled to exercise voting power in excess
of 19.5% as a result of any event or circumstance other than the acquisition by
the Tennenbaum Parties or their affiliates of beneficial ownership of additional
voting securities of the Company. The Company agreed not to 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 above. The Tennenbaum Parties agreed that they
(a) would not subject any Restricted Securities to any voting trust or voting
agreement; (b) would not recruit or engage in organizing persons not nominated
by the Board of Directors to oppose the Board of Directors nominated candidates
in an election; (c) would not financially support a proxy contest for Board of
Directors candidates to oppose the candidates nominated by the Board of
Directors; (d) would not provide any material, non-public information gained in
Mr. Tennenbaum's position as a Director to opposing Board candidates, except as
required by law, and then only after giving notice to the Company; (e) would not
join a partnership, limited partnership, syndicate or other group or otherwise
act in concert with others for the purpose of acquiring, holding, voting, or
disposing of voting securities of the Company; and (f) would be present, in
person or by proxy, or otherwise be deemed to be present (to the extent
permitted by law), at meetings for which they were given notice for the purpose
of determining the presence of a quorum as such meetings. The provisions of (a)
through (f) above apply during the period from March 13, 1998 to May 1, 1998,
and for the period during which Mr. Tennenbaum (or another affiliate of the
Tennenbaum Parties) is a member of the Board of Directors, and for a period of
90 days thereafter. It was agreed that if the Tennenbaum Parties obtained the
express written consent of a majority of the directors of the Company who are
not designated by the Tennenbaum Parties, then the 19.5% ownership limitation
and the provisions of (a) through (f) above would not apply; it also was agreed
that the provisions of (a) through (f) above would not apply if Mr. Tennenbaum
is not elected as a Director of the Company on or before May 30, 1998 or if Mr.
Cohen does not become a Director upon his acceptance of the unconditional and
irrevocable offer described in more detail in the following paragraph of this
Proxy Statement. Finally, the Company agreed to reimburse the Tennenbaum
Parties for reasonable and necessary documented out-of-pocket expenses incurred
by them in connection with their proposals to the Board of Directors of the
Company and the potential solicitation of proxies for the election of directors
of the Company, up to a maximum of $25,000.
On March 13, 1998, the Company and Mr. Jarrod M. Cohen (for himself, Cowen
and Company, Cowen Incorporated, and Joseph M. Cohen, collectively, the "Cohen
Parties") signed an agreement pursuant to which the Company agreed, upon receipt
of Mr. Cohen's written request at any time between July 1 and December 31, 1998,
to enlarge the class of directors whose terms expire at the 2000 Annual Meeting
of Shareholders and elect Mr. Cohen to fill the resulting vacancy. The Cohen
Parties agreed (i) to withdraw any previous consents and agreed not to consent
to be a nominee for election to the Board of Directors at the Company's 1998
Annual Meeting of Shareholders, (ii) to vote in favor of the Company-proposed
nominees for election at the 1998 Annual Meeting of Shareholders, and (iii) to
be present, in person or by proxy, or otherwise be deemed to be present (to the
extent permitted by law) at meetings for which they were given notice for the
purpose of determining the presence of a quorum at such meetings. In addition,
the Cohen Parties agreed (a) not to subject any of the Company's voting
10
<PAGE>
securities to a voting trust or voting agreement; (b) not to solicit proxies or
become a participant in a solicitation in opposition to any recommendation of
the Board of Directors of the Company; (c) not to join with others or otherwise
act in concert with others for the purpose of acquiring, holding, voting, or
disposing of voting securities of the Company; (d) not to become, alone or in
conjunction with others, an acquiring person as defined in the Company's
Shareholders Rights Plan; and (e) not to 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. The provisions of (a) through (e) above
apply during the period from March 13, 1998 to the later of (x) December 31,
1998 or (y) if Mr. Cohen becomes a Director of the Company, the date he or any
other designee of the Cohen Parties ceases to be a member of the Board of
Directors. It was agreed that if the Cohen Parties obtained the express written
consent of a majority of the directors of the Company who are not designated by
the Cohen Parties, then the provisions of (a) through (e) above would not apply.
The Company's transactions with Mr. Edwards are described in the
immediately preceding section of this Proxy Statement. SEC rules require that
this description be contained in the section entitled "Compensation & Human
Resources Interlocks and Insider Participation" because of Mr. Edwards' service
on that Committee.
The Company's employment arrangements with Mr. Campbell, Mr. Edwards, and
Dr. Tipermas are described on pages 16-17 of this Proxy Statement.
During the fiscal year ended December 31, 1997, the Company made payments
not exceeding $25,000 each to two of its six outside directors pursuant to
consulting services arrangements, which provide for consulting fees based on
monthly or hourly rates.
================================================================================
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
================================================================================
The U.S. Securities and Exchange Commission (SEC) requires the Company to
tell its shareholders when certain persons fail to report their transactions in
the Company's equity securities to the SEC on a timely basis. Based upon a
review of SEC Forms 3, 4, and 5, and based on representations that no Forms 3,
4, and 5 other than those already filed were required to be filed, the Company
believes that all Section 16(a) filing requirements applicable to its officers,
directors, and beneficial owners of more than 10% of its equity securities were
timely met.
================================================================================
APPROVAL OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
================================================================================
Unless otherwise indicated on any proxy, it is intended that shares
represented by proxies at the Annual Meeting of Shareholders will be voted in
favor of the appointment of Coopers & Lybrand L.L.P. as independent public
accountants to audit the financial statements of the Company for the fiscal year
ending December 31, 1998. The Board of Directors has recommended the appointment
of Coopers & Lybrand L.L.P., which has acted as the independent public
accountants of the Company since fiscal year 1989.
The Company expects that representatives of Coopers & Lybrand L.L.P. will
be present at the meeting and will be available to respond to appropriate
questions. They will be given an opportunity to make a statement if they desire
to do so.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF
COOPERS & LYBRAND L.L.P. AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY A CONTRARY CHOICE IN
THEIR PROXIES.
11
<PAGE>
================================================================================
EXECUTIVE COMPENSATION
================================================================================
The following table shows the compensation received by the Chief Executive
Officer ("CEO") and the four other most highly compensated executive officers of
the Company (the "Named Executive Officers") for the three fiscal periods ended
December 31, 1997. Because of the Company's fiscal year-end change, the fiscal
period that ended December 31, 1995, is only a ten-month period.
<TABLE>
<CAPTION>
===================================================================================================================
SUMMARY COMPENSATION TABLE
===================================================================================================================
Annual Compensation Long-term Compensation
Awards
-------------------------------------------- ------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (i)
- -----------------
Name, Principal Salary Bonus Other Annual Restricted Securities All Other
Position, and ($) ($) (a) Compensation Stock Award(s) Underlying Options Compensation
Fiscal Period ($) (b) ($) (a) (#) (a) (c)
- ---------------- -------- ----------------- ------------- -------------- ------------------ ------------
<S> <C> <C> <C> <C> <C> <C>
James O. Edwards, Chairman and CEO (d)
- -------------------------------------------------------------------------------------------------------------------
Fiscal 1997 $386,542 0 (b) 0 0 $ 5,059
- -------------------------------------------------------------------------------------------------------------------
Fiscal 1996 $350,000 $175,000 (b) 47,500 (d) 40,000 options $ 13,098
- -------------------------------------------------------------------------------------------------------------------
Ten-month 1995 $295,673 $167,500 (b) 0 0 $111,938
- -------------------------------------------------------------------------------------------------------------------
Michael F. Gaffney, Executive Vice President (e)
- -------------------------------------------------------------------------------------------------------------------
Fiscal 1997 $239,050 $ 15,000 (b) 0 40,000 options $ 4,082
- -------------------------------------------------------------------------------------------------------------------
Fiscal 1996 $197,897 $ 80,000 (b) 0 9,900 options $ 14,893
- -------------------------------------------------------------------------------------------------------------------
Ten-month 1995 $156,813 $ 45,000 (b) 0 0 $ 12,468
- -------------------------------------------------------------------------------------------------------------------
Sudhakar Kesavan, Executive Vice President (f)
- -------------------------------------------------------------------------------------------------------------------
Fiscal 1997 $225,014 $ 27,000 (b) 14,515 (f) 50,000 options $ 2,512
- -------------------------------------------------------------------------------------------------------------------
Fiscal 1996 $164,492 $ 72,771 (b) 28,538 (f) 56,600 options $ 12,127
- -------------------------------------------------------------------------------------------------------------------
Ten-month 1995 $120,199 $ 75,388 (b) 14,798 (f) 8,627 options $ 11,715
- -------------------------------------------------------------------------------------------------------------------
Marc Tipermas, President and Chief Operating Officer (g)
- -------------------------------------------------------------------------------------------------------------------
Fiscal 1997 $336,545 $ 50,000 42,593 (b) 0 0 $ 3,805
- -------------------------------------------------------------------------------------------------------------------
Fiscal 1996 $293,285 $100,000 (b) 28,463 (g) 26,400 options $ 13,800
- -------------------------------------------------------------------------------------------------------------------
Ten-month 1995 $248,942 $110,000 (b) 0 0 $ 11,788
- -------------------------------------------------------------------------------------------------------------------
David Watson, Executive Vice President (h)
- -------------------------------------------------------------------------------------------------------------------
Fiscal 1997 $275,018 $ 60,000 (b) 104,832 (h) 0 $ 80,478
- -------------------------------------------------------------------------------------------------------------------
Fiscal 1996 $227,899 $115,000 8,376 (b) 18,975 (h) 94,800 options $ 29,574
- -------------------------------------------------------------------------------------------------------------------
Ten-month 1995 $ 25,962 0 (b) 0 25,000 options $ 15,742
===================================================================================================================
</TABLE>
(a) Cash bonuses are reported for the year of service for which the cash bonus
was earned, even if pre-paid or paid in a subsequent year. Restricted
stock and options are reported for the year of service for which the stock
and/or options were earned, even if the grant date falls in a subsequent
fiscal year. No dividends are paid on any shares of restricted stock.
(b) Any amounts shown in the "Other Annual Compensation" column do not include
any perquisites or other personal benefits because the aggregate amount of
such compensation for each of the Named Executive Officers did not exceed
the lesser of (i) $50,000 or (ii) 10% of the combined salary and bonus for
the Named Executive Officer for the stated fiscal period. The amount shown
in column (e) of the table for Dr. Tipermas and Mr. Watson were amounts
reimbursed for the payment of taxes.
(c) The Company's 1997 contributions to the Named Executive Officers pursuant
to the Company's Retirement Plan will not be determined or made until
September 1998. The Company will disclose these contributions for the Named
Executive
12
<PAGE>
Officers in the Proxy Statement for the 1999 Annual Meeting of Shareholders
if the Named Executive Officer is the CEO or one of the other four most
highly compensated executive officers in Fiscal 1998.
(d) For his service in fiscal 1996, Mr. Edwards was awarded 20,000 shares of
Restricted Stock on March 4, 1997. The closing price of the Company's
Common Stock on March 4, 1997, was $2.375. These Restricted Shares vest on
January 1, 2000, provided Mr. Edwards remains an employee of the Company.
As of December 31, 1997, Mr. Edwards owned a total of 20,000 Restricted
Shares; the closing price of the Company's Common Stock on December 31,
1997, was $2.31; the aggregate value of these holdings is $46,200. The
amounts shown in column (i) of the table for Mr. Edwards comprise the
following:
<TABLE>
<S> <C> <C>
Fiscal 1997 $ 2,731 Company match under the Company's Section 401(k) Plan
$ 2,328 Spouse travel
Fiscal 1996 $ 9,492 Company Retirement Plan contribution for 1996 made in September 1997
$ 2,731 Company match under the Company's Section 401(k) Plan
$ 875 Imputed income for Company-paid life insurance
Ten-month 1995 $ 100,000 Special cash payment under December 1990 compensation agreement
$ 9,552 Company Retirement Plan contribution for ten-month 1995 made in September 1996
$ 1,666 Company match under the Company's Section 401(k) Plan
$ 720 Imputed income for Company-paid life insurance
</TABLE>
(e) The amounts shown in column (i) of the table for Mr. Gaffney comprise the
following:
<TABLE>
<S> <C> <C>
Fiscal 1997 $ 3,225 Company match under the Company's Section 401(k) Plan
$ 273 Imputed income for Company-paid life insurance
$ 584 Spouse travel
Fiscal 1996 $ 9,492 Company Retirement Plan contribution for 1996 made in September 1997
$ 3,188 Company match under the Company's Section 401(k) Plan
$ 660 Imputed income for Company-paid life insurance
$ 1,553 Spouse travel
Ten-month 1995 $ 9,552 Company Retirement Plan contribution for ten-month 1995 made in September 1996
$ 2,464 Company match under the Company's Section 401(k) Plan
$ 452 Imputed income for Company-paid life insurance
</TABLE>
(f) For his service in fiscal 1997, Mr. Kesavan was awarded 5,400 shares of
Restricted Stock on March 9, 1998. The closing price of the Company's
Common Stock on March 9, 1998, was $2.688. These Restricted Shares fully
vest on March 9, 2001, provided Mr. Kesavan remains an employee of the
Company. For his service in fiscal 1996, Mr. Kesavan was awarded 12,106
Restricted Shares on March 4, 1997. The closing price of the Company's
Common Stock on March 4, 1997, was $2.375. These Restricted Shares vest on
January 1, 2000, provided Mr. Kesavan remains an employee of the Company.
For his service in ten-month 1995, Mr. Kesavan was awarded 5,147 Restricted
Shares on March 20, 1996. The closing price of the Company's Common Stock
on March 20, 1996, was $2.875. These Restricted Shares vested on March 20,
1998. As of December 31, 1997, Mr. Kesavan owned a total of 17,163
Restricted Shares; the closing price of the Company's Common Stock on
December 31, 1997, was $2.31; the aggregate value of these holdings is
$39,647. The amounts shown in column (i) of the table for Mr. Kesavan
comprise the following:
<TABLE>
<S> <C> <C>
Fiscal 1997 $ 2,423 Company match under the Company's Section 401(k) Plan
$ 89 Imputed income for Company-paid life insurance
Fiscal 1996 $ 9,492 Company Retirement Plan contribution for 1996 made in September 1997
$ 2,405 Company match under the Company's Section 401(k) Plan
$ 230 Imputed income for Company-paid life insurance
Ten-month 1995 $ 9,552 Company Retirement Plan contribution for ten-month 1995 made in September 1996
$ 1,942 Company match under the Company's Section 401(k) Plan
$ 221 Imputed income for Company-paid life insurance
</TABLE>
(g) For his service in fiscal 1996, Dr. Tipermas was awarded 9,900 shares of
Restricted Stock on March 20, 1997. The closing price of the Company's
Common Stock on March 20, 1997, was $2.875. These Restricted Shares vest
on January 1, 2000, provided Dr. Tipermas remains an employee of the
Company. As of December 31, 1997, Dr. Tipermas owned a total of 9,900
Restricted Shares; the closing price of the Company's Common Stock on
December 31, 1997, was $2.31; the aggregate value of these holdings is
$22,869. The amounts shown in column (i) of the table for Dr. Tipermas
comprise the following:
13
<PAGE>
<TABLE>
<S> <C> <C>
Fiscal 1997 $ 3,231 Company match under the Company's Section 401(k) Plan
$ 429 Imputed income for Company-paid life insurance
$ 145 Spouse travel
Fiscal 1996 $ 9,492 Company Retirement Plan contribution for 1996 made in September 1997
$ 3,202 Company match under the Company's Section 401(k) Plan
$ 706 Imputed income for Company-paid life insurance
$ 400 Spouse travel
Ten-month 1995 $ 9,552 Company Retirement Plan contribution for ten-month 1995 made in September 1996
$ 2,236 Company match under the Company's Section 401(k) Plan
</TABLE>
(h) Mr. Watson became an executive officer of the Company in December 1995.
For his service in fiscal 1997, Mr. Watson was awarded 39,000 shares of
Restricted Stock on March 9, 1998. The closing price of the Company's
Common Stock on March 9, 1998, was $2.688. These Restricted Shares fully
vest on March 9, 2001, if Mr. Watson remains an employee of the Company.
For his service in fiscal 1996, Mr. Watson was awarded 6,600 Restricted
Shares on March 20, 1997. The closing price of the Company's Common Stock
on March 20, 1997, was $2.875. These Restricted Shares vest on January 1,
2000, if Mr. Watson remains an employee of the Company. As of December 31,
1997, Mr. Watson owned a total of 45,600 Restricted Shares; the closing
price of the Company's Common Stock on December 31, 1997, was $2.31; the
aggregate value of these holdings is $105,336. The amounts shown in column
(i) of the table for Mr. Watson comprise the following:
<TABLE>
<S> <C> <C>
Fiscal 1997 $ 77,160 Lump-sum relocation payment made in 1997
$ 3,173 Company match under the Company's Section 401(k) Plan
$ 145 Spouse travel
Fiscal 1996 $ 9,492 Company Retirement Plan contribution for 1996 made in September 1997
$ 3,192 Company match under the Company's Section 401(k) Plan
$ 908 Imputed income for Company-paid life insurance
$ 15,982 Reimbursed relocation expense
Ten-month 1995 $ 15,000 Signing bonus
$ 670 Reimbursed relocation expense
$ 72 Imputed income for Company-paid life insurance
</TABLE>
<TABLE>
<CAPTION>
=============================================================================================================================
OPTION GRANTS IN LAST FISCAL YEAR
=============================================================================================================================
(a) (b) (c) (d) (e) (f)
Name Number of Securities % of Total Exercise Price Expiration Grant Date
Underlying Options Options Granted ($/Sh) (b) Date Present Value
Granted (#) (a) to Employees in $ (c)
Fiscal Year (a)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
James O. Edwards 40,000 5.86% $2.23 January 24, 2002 $ 51,800
- -----------------------------------------------------------------------------------------------------------------------------
Michael F. Gaffney 9,900 1.45% $2.23 January 24, 2002 $ 12,821
- -----------------------------------------------------------------------------------------------------------------------------
Sudhakar Kesavan 56,600 8.29% $2.23 January 24, 2002 $ 64,750
- -----------------------------------------------------------------------------------------------------------------------------
Marc Tipermas 26,400 3.87% $2.23 January 24, 2002 $ 34,188
- -----------------------------------------------------------------------------------------------------------------------------
David Watson 94,800 13.89% $2.23 January 24, 2002 $122,766
=============================================================================================================================
</TABLE>
(a) All options shown in column (b) vest over four years, with the first 25%
vesting one year from the date of grant. A total of 682,720 options were
granted by the Company to its employees in the last fiscal year.
(b) The exercise price is the average closing price of the Company's Common
Stock on each of the 20 trading days prior to the date of grant, with the
20th day being the trading date immediately preceding the date of grant.
All options shown in this table were granted on January 24, 1997.
(c) Grant date present value is determined using the Black-Scholes Model.
Since the Model makes assumptions about future variables, the actual value
of the options may be greater or less than the values stated in the table.
The calculations from which the above values were derived assume no
dividend yield, volatility of approximately 61.4%, exercise at or near the
expiration date, and a risk-free rate of return of 6.2% based on the
average monthly U.S. Treasury bill rate for five-year maturities on the
date of grant. No downward adjustments were made to the grant date option
values stated in the table to account for potential forfeiture or the
nontransferable nature of these options.
14
<PAGE>
<TABLE>
<CAPTION>
============================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
============================================================================================================================
(a) (b) (c) (d) (e)
Shares Value Realized Number of Securities Underlying Value of Unexercised
Name Acquired on ($) Unexercised In-the-Money Options
Exercise (#) Options at 12/31/97 (#) at 12/31/97 ($)
Exercisable/Unexercisable Exercisable/Unexercisable *
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James O. Edwards 0 0 112,500 / 77,500 $0 / $3,200
- ----------------------------------------------------------------------------------------------------------------------------
Michael F. Gaffney 0 0 36,000 / 33,900 $0 / $ 792
- ----------------------------------------------------------------------------------------------------------------------------
Sudhakar Kesavan 0 0 4,315 / 60,912 $0 / $4,528
- ----------------------------------------------------------------------------------------------------------------------------
Marc Tipermas 0 0 93,750 / 57,650 $0 / $2,112
- ----------------------------------------------------------------------------------------------------------------------------
David Watson 0 0 12,500 / 107,300 $0 / $7,584
============================================================================================================================
</TABLE>
* All of the in-the-money options were granted at an exercise price of $2.23
per share on January 24, 1997. The exercise price is the average closing price
of the Company's Common Stock on each of the 20 trading days prior to the date
of grant, with the 20th day being the trading date immediately preceding the
date of grant. The closing price of the Company's Common Stock on December 31,
1997, was $2.31 per share.
SENIOR EXECUTIVE OFFICERS SEVERANCE PLAN
In April 1994, the then-named Compensation Committee of the Board of
Directors approved the adoption of the Company's Senior Executive Officers
Severance Plan (the "SEOSP"). In December 1994, the SEOSP was amended to
clarify (a) that once an officer becomes a participant in the SEOSP, he or she
will continue to be eligible for SEOSP benefits throughout his or her employment
by the Company and (b) that the SEOSP is intended to set a minimum severance
benefit for the participant. If a participant is entitled to a greater benefit
under his or her employment agreement with the Company, then such arrangement
prevails over the lower SEOSP benefit. In May 1997, the SEOSP was further
amended to increase the minimum benefit under the SEOSP from three months to six
months of the participant's average monthly salary. This amendment reflects the
fact that six months is the practical minimum severance for senior executives;
the Company has never paid less. The 1997 amendment also removed the 18-month
overall cap on the SEOSP benefit to provide the same severance (one month of
severance for each year of service) across all years worked; to require that the
Company and a SEOSP participant execute mutual general releases in order to
obtain the SEOSP benefit; and to clarify what is meant by "continuing directors"
in the definition of "good cause."
The eligible participants in the SEOSP are the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the
Executive Vice President (Corporate Development), the Group Presidents, the
Treasurer, the General Counsel, and any officer as designated by the
Compensation & Human Resources Committee. As of the March 11, 1998, Record
Date, there are six persons whose severance payments are governed by the SEOSP.
A participant is eligible to receive severance payments if the Company
terminates his or her employment without "cause" or if the participant
terminates his or her employment for "good reason." "Cause" and "good reason"
are defined in the SEOSP. Average monthly salary is defined in the SEOSP as the
participant's average monthly gross salary excluding all bonus for the six
months prior to employment termination. Severance benefits may be paid under
the SEOSP in two installments or, with the approval of the Compensation & Human
Resources Committee, in a lump sum. The SEOSP provides that severance pay will
not be considered compensation for purposes of the Retirement Plan or the
Section 401(k) Plan; severance pay will not increase Years of Service for those
Plans' purposes. As of the March 11, 1998, Record Date, no severance benefits
have been paid under the SEOSP.
15
<PAGE>
================================================================================
AGREEMENTS AND TRANSACTIONS WITH EXECUTIVE OFFICERS
NAMED IN THE SUMMARY COMPENSATION TABLE
(TWO OF WHOM ALSO ARE DIRECTORS)
================================================================================
James O. Edwards. Effective May 1, 1997, the Company entered into an
employment agreement with Mr. Edwards for his services as Chairman and Chief
Executive Officer of the Company through December 31, 1999. In addition to
delineating Mr. Edwards' areas of responsibility and reporting line, the
agreement provides for a base annual salary of $400,000 beginning on April 1,
1997 (with $25,000 increases in each of the next two years); annual bonus
compensation to be determined by the Compensation & Human Resources Committee of
the Company's Board of Directors; severance payments as provided under the
Company's Senior Executive Officers Severance Plan; eligibility under the
Company's employee benefit plans; and a one-year non-competition period
following voluntary or "for cause" employment termination. The agreement also
provides for the grant on December 31, 1998, of 200,000 shares of Restricted
Stock under the Company's Stock Incentive Plan; 100,000 of these shares vest on
December 31, 1999, with the balance vesting on December 31, 2000. Vesting terms
in the event of termination of Mr. Edwards' employment or his death also are
outlined in the agreement. As described on pages 20-22 of this Proxy Statement,
Mr. Edwards is eligible to participate in the Incentive Compensation Plan for
Senior Executives and in the Long-Term Incentive Plan.
As part of his employment agreement with the Company, Mr. Edwards'
outstanding indebtedness to the Company on May 1, 1997, was restructured. As
required by the SEC, the terms of this restructured indebtedness are described
under the caption "Compensation & Human Resources Committee Interlocks and
Insider Participation" on page 9 of this Proxy Statement.
Michael F. Gaffney. Effective January 1, 1997, the Company entered into an
employment agreement with Mr. Gaffney for his services as Senior Vice President
of the Company through December 31, 1999. In addition to delineating Mr.
Gaffney's areas of responsibility and reporting line, the agreement provides for
a base annual salary of $230,000 for the 15-month period beginning January 1,
1997 (with a $20,000 annual increase for the next 12-month period and a $25,000
annual increase for the remaining months); annual bonus compensation to be
determined by reference to sales targets, operating group revenue and profit
targets, and other qualitative factors as determined by the Compensation & Human
Resources Committee of the Company's Board of Directors; a specified severance
payment; eligibility under the Company's employee benefit plans; and a six month
non-competition period following employment termination.
Sudhakar Kesavan. Mr. Kesavan has been employed by the Company since 1983,
but he does not have a formal employment agreement with the Company. By virtue
of his position as President of the Company's Consulting Group, Mr. Kesavan is a
participant in the Company's Incentive Compensation Plan for Senior Executives
and the Company's Long-Term Incentive Plan. Both of these Plans are described
on pages 20-22 of this Proxy Statement. Severance payments to Mr. Kesavan would
be paid under the terms of the Senior Executive Officers Severance Plan
described on page 15 of this Proxy Statement.
Marc Tipermas. Effective May 1, 1997, the Company entered into an
employment agreement with Dr. Tipermas for his services as President and Chief
Operating Officer of the Company through December 31, 1999. Dr. Tipermas also is
a Director of the Company. In addition to delineating Dr. Tipermas' areas of
responsibility and reporting line, the agreement provides for a minimum base
salary of $350,000 from April 1, 1997, with $25,000 increases in each of the
next two years; annual bonus compensation to be determined by the Compensation &
Human Resources Committee of the Company's Board of Directors; severance
payments as provided under the Company's Senior Executive Officers Severance
Plan (with a minimum of two years); eligibility under the Company's employee
benefit plans; a cash payment of $50,000 (net of taxes) in return for an
agreement not to sell shares of Common Stock without Compensation Committee
approval; and a one-year non-competition period following voluntary or "for
cause" employment termination. The agreement also provides for the grant on
December 31, 1998, of 150,000 shares of
16
<PAGE>
Restricted Stock under the Company's Stock Incentive Plan; 75,000 of these
shares vest on December 31, 1999, with the balance vesting on December 31, 2000.
Vesting terms in the event of termination of Dr. Tipermas' employment or his
death also are outlined in the agreement.
David Watson. Effective December 1, 1996, the Company entered into an
amended three-year employment agreement with Mr. Watson for his continued
services as Executive Vice President and President of the Company's Engineers
and Constructors Group. In addition to delineating Mr. Watson's areas of
responsibility and reporting line, the arrangement provides for a base annual
salary of $275,000; annual bonus compensation after 1996 to be determined by the
Compensation & Human Resources Committee of the Company's Board of Directors in
accordance with the senior officer's bonus plan; repayment of relocation
expenses; severance payments equal to annual base salary; eligibility under the
Company's employee benefit plans; the grant of 75,000 options (vesting in 18,750
increments over four years and expiring on January 24, 2002) at fair market
value on the date of grant ($2.23 on January 24, 1997); and a one-year non-
competition period following voluntary or "for cause" employment termination.
================================================================================
AGREEMENTS AND TRANSACTIONS WITH OTHER EXECUTIVE OFFICERS
(ONE OF WHOM ALSO IS A DIRECTOR)
================================================================================
Kenneth L. Campbell. Effective July 1, 1997, the Company entered into a
three-year employment agreement with Mr. Campbell for his services as Executive
Vice President and Chief Financial Officer. In addition to delineating Mr.
Campbell's areas of responsibility and reporting line, the agreement provides
for a base annual salary of $270,000 beginning July 1, 1997 (with increases of
$15,000 in each of the next two years); annual bonus compensation to be
determined by the Compensation & Human Resources Committee of the Board of
Directors; specified severance payments at various employment termination dates;
eligibility under the Company's employee benefit plans; and restrictions during
the employment period and for one year thereafter on certain activities related
to possible change of control issues affecting the Company and with respect to
non-solicitation of employees. Pursuant to the agreement, Mr. Campbell was
granted 30,000 Restricted Shares under the Company's Stock Incentive Plan which
will vest on July 1, 1999, if Mr. Campbell remains an employee of the Company;
the agreement also provides for earlier vesting of these Restricted Shares under
certain specified circumstances. The agreement notes that prior to Mr.
Campbell's becoming an employee but after he was elected to the Company's Board
of Directors on May 1, 1997, he was granted options to purchase 100,000 shares
of the Company's Common Stock pursuant to the terms of the Company's
Consultants, Agents and Part-time Employees Stock Option Plan, at fair market
value on the date of grant ($2.06 on May 2, 1997), vesting 25% annually over
four years and expiring on May 2, 2002. Finally, the agreement provides that if
the price per share of the Company's Common Stock on July 1, 1999, is less than
$6.00, then the Company will grant Mr. Campbell options to purchase an
additional 100,000 shares of the Company's Common Stock, at the fair market
value on July 1, 1999, with vesting and expiration terms as specified in the
agreement.
Michael K. Goldman. Effective February 28, 1994, the Company and Mr.
Goldman agreed to terminate Mr. Goldman's Amended Executive and Compensation
Agreements originally signed in December 1990. Effective March 1, 1994, the
Company and Mr. Goldman entered into an employment arrangement under which Mr.
Goldman serves as an employee of the Company at a specified annual salary and
was designated, with certain specified restrictions, as a participant in the
Senior Executive Officers Severance Plan. In addition, all then-unvested
options previously granted to Mr. Goldman vested as of March 1, 1994. The
Company and Mr. Goldman also agreed to amend the terms of Mr. Goldman's
outstanding loan with the Company as follows: the principal is due upon demand
by the Company but no later than February 28, 1999; interest from May 16, 1994,
accrues on the outstanding principal at 6% per annum; and payment of interest is
deferred until such time as the principal is due. No interest accrues or is
payable on such deferred interest. Mr. Goldman's loan is secured by 33,134
shares of the Company's Common Stock and is non-recourse to Mr. Goldman. The
Company and Mr. Goldman agreed that if the value of the pledged stock is less
than the then-outstanding amount of principal and interest at the time of loan
repayment demand (or February 28, 1999, at the latest),
17
<PAGE>
then the Company will retire the principal and interest by considering the
pledged shares to have been sold back to the Company (within the constraints set
forth in the Company's debt and equity instruments). The outstanding balance as
of the March 11, 1998, Record Date was $191,647.00, plus accrued interest; this
also is the largest aggregate amount of Mr. Goldman's indebtedness to the
Company outstanding at any time since January 1, 1997.
================================================================================
STOCK PERFORMANCE GRAPH - PEER ISSUERS SAME AS 1997 PROXY STATEMENT
================================================================================
[GRAPH APPEARS HERE]
================================================================================
The above graph plots cumulative total return on a $100 investment in ICF
Kaiser International, Inc. Common Stock for the past five years. The S&P 500
Index and a group of peer issuers are shown for comparison and include
reinvestment of dividends where applicable. The peer issuers were selected
because they were environmental services companies of comparable size to the
Company and include the following eight companies: EA Engineering, Science, and
Technology, Inc.; EMCON; Harding Associates, Incorporated; International
Technologies Corporation; Jacobs Engineering; OHM Corporation; Roy F. Weston,
Inc., and TRC Companies. These are the same peer issuers used by the Company in
its 1997 Proxy Statement.
<TABLE>
<CAPTION>
==================================================================================================================================
Cumulative Total Return
- ----------------------------------------------------------------------------------------------------------------------------------
Last trading date in
------------------------------------------------------------------------------------------------
Fiscal Fiscal Fiscal Ten-month Fiscal Fiscal
1993 1994 1995 1995 1996 1997
(2/26/93) (2/28/94) (2/28/95) (12/29/95) (12/31/96) (12/31/97)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ICF Kaiser International, Inc. $ 100 $ 66.10 $ 42.37 $ 57.63 $ 25.42 $ 31.35
- ----------------------------------------------------------------------------------------------------------------------------------
S&P 500 $ 100 $ 110.08 $ 111.53 $ 153.45 $ 188.68 $ 251.63
- ----------------------------------------------------------------------------------------------------------------------------------
Peer Issuers Only $ 100 $ 88.38 $ 67.15 $ 75.24 $ 70.34 $ 73.57
==================================================================================================================================
</TABLE>
18
<PAGE>
================================================================================
STOCK PERFORMANCE GRAPH - NEW PEER ISSUERS
================================================================================
================================================================================
[GRAPH APPEARS HERE]
================================================================================
The above graph plots cumulative total return on a $100 investment in ICF
Kaiser International, Inc. Common Stock for the past five years. The S&P 500
Index and a new group of peer issuers are shown for comparison and include
reinvestment of dividends where applicable. The new peer issuers were selected
because they are construction and environmental services companies of comparable
size to the Company; these new peer issuers include the following ten companies:
EA Engineering, Science, and Technology, Inc.; Flour Corporation; Foster
Wheeler; Harding Associates, Incorporated; International Technologies
Corporation; Jacobs Engineering; Morrison-Knudsen; OHM Corporation; Roy F.
Weston, Inc., and TRC Companies. The new group of peer issuers include seven of
the eight peer issuers used by the Company in its 1997 Proxy Statement.
<TABLE>
<CAPTION>
==================================================================================================================================
Cumulative Total Return
- ----------------------------------------------------------------------------------------------------------------------------------
Last trading date in
------------------------------------------------------------------------------------------------
Fiscal Fiscal Fiscal Ten-month Fiscal Fiscal
1993 1994 1995 1995 1996 1997
(2/26/93) (2/28/94) (2/28/95) (12/29/95) (12/31/96) (12/31/97)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ICF Kaiser International, Inc. $ 100 $ 66.10 $ 42.37 $ 57.63 $ 25.42 $ 31.35
- ----------------------------------------------------------------------------------------------------------------------------------
S&P 500 $ 100 $ 110.08 $ 111.53 $ 153.45 $ 188.68 $ 251.63
- ----------------------------------------------------------------------------------------------------------------------------------
Peer Issuers Only $ 100 $ 99.36 $ 96.03 $ 140.39 $ 133.89 $ 95.28
==================================================================================================================================
</TABLE>
19
<PAGE>
================================================================================
COMPENSATION & HUMAN RESOURCES COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
================================================================================
The Board of Directors has delegated certain of its powers to its
Compensation & Human Resources Committee (the "Committee"). On behalf of the
Board, the Committee reviews the annual salary, bonuses, and other benefits
(direct and indirect) paid to the CEO and those persons designated as executive
officers under SEC rules and regulations. The Committee reviews employment
agreements and other employment-related arrangements (both proposed and
existing) with persons who are or will become executive officers. During the
year ended December 31, 1996, the Committee reviewed and approved all stock
options granted to executive officers under the Stock Incentive Plan. The
Committee has delegated to the CEO the authority under that Plan to grant
options to Plan participants who are not executive officers.
On behalf of the Board, the Committee administers or will administer the
Company's Stock Incentive Plan, the Employee Stock Purchase Plan, the Section
401(k) Plan, the Retirement Plan, the Non-employee Directors Stock Option Plan,
the Non-employee Directors Compensation and Phantom Stock Plan, the Senior
Executive Officers' Severance Plan, and all welfare benefit plans to the extent
such plans require the involvement of the Board of Directors. The Committee has
authority to determine whether indemnification of officers, directors, and/or
employees should be provided in specific cases. The Committee has the power to
establish, and then periodically review, the Company's policies in the area of
management perquisites, with the full Board of Directors having final decision-
making authority with respect to perquisites for executive officers and other
members of senior management. Beginning in 1997, the Committee will establish
and periodically review the Company's policies in the areas of human resources,
EEO, labor relations, and diversity.
The Company's executive compensation philosophy has not changed
significantly since fiscal year 1993. Based on compensation data provided to it
by an independent compensation consulting firm regarding positions of similar
content in the industrial sector, the Company developed its compensation
philosophy: (a) to provide levels of total direct compensation (including
compensation for the CEO) at approximately the 50th percentile to 25% above the
50th percentile of total direct compensation paid to comparable employees by
other companies and (b) to reward performance (including performance by the CEO)
based on the individuals' initiative, achievements, and contributions to overall
corporate performance during the fiscal year ("incentive compensation").
Because the Company's incentive compensation plans only apply to performance
during a single fiscal year, these plans do not meet the SEC's definition of
long-term incentive plans (defined as those covering incentive compensation for
performance over a period longer than one fiscal year). The Company does not
grant significant perquisites to its employees, officers, or executive officers.
The key elements of the Company's incentive compensation program are cash
bonuses, stock options, and restricted stock. The program is divided into four
parts: (i) the Incentive Compensation Plan ("IC Plan") for Senior Executives
which was adopted by the Committee at a meeting held on January 24, 1997, and
which applies to awards made for service in 1997 and later years; (ii) the
Long-Term Incentive Plan ("LTI Plan") for all senior management personnel,
including Senior Executives, which was adopted by the Committee in 1995 and is a
part of the Company's Stock Incentive Plan; (iii) the general provisions of the
Company's Stock Incentive Plan, which was adopted in 1987 and applies to all key
employees of the Company ("Participants"); and (iv) a cash bonus plan under
which bonuses can be awarded based on performance during the year to all
employees, including vice presidents and above.
The IC Plan for Senior Executives defines "Senior Executive" as the CEO,
his four direct reports (the President and Chief Operating Officer, the
Executive Vice President and Director of Corporate Development, the Executive
Vice President and Chief Administrative Officer, and the Executive Vice
President and Chief Financial Officer), and the Company's three Group
Presidents. Incentive compensation can be paid in cash to the CEO and
20
<PAGE>
his four direct reports solely from a "Corporate Pool," the value of which is
determined solely by the annual earnings-per-share ("EPS") performance of the
Company. The EPS numbers must be net of the bonus paid under the IC Plan for
Senior Executives and net of the value of any cash or restricted stock awarded
under the LTI Plan; the final accounting for the Corporate Pool may be adjusted
by the Committee for any one-time voluntary capital transaction, either positive
or negative. No Corporate Pool was earned for 1997. Incentive compensation can
be paid to the three Group Presidents in cash and/or restricted stock from both
the Corporate Pool and the "Group Pool." The value of the Group Pool is
determined by the net contribution to earnings made by the respective groups.
The net contribution amounts are determined net of cash bonuses paid and net of
the value of any restricted stock awarded under the IC Plan for Senior
Executives. Each of the Group Presidents were entitled to awards from the Group
Pool based on their Groups' performance in 1997, as described further below.
Under the LTI Plan, the Committee has the discretion to grant non-statutory
options and/or restricted stock to senior management personnel, including the
Senior Executives. In January 1997 the Committee determined that beginning with
the awards for service during calendar 1996, it will make grants of restricted
stock rather than options grants under the LTI. All grants are based on EPS
targets determined by the Committee on an annual basis and, with respect to
restricted stock grants, contain terms not inconsistent with the terms of the
Company's Stock Incentive Plan.
The Committee has the discretion under the Stock Incentive Plan to grant
statutory options, non-statutory options, stock appreciation rights, restricted
shares, and restricted stock units to Participants under this Plan; all Senior
Executives, all executive officers, and all senior management personnel are
Participants. The purpose of the Plan is to afford Participants an opportunity
to acquire shares of the Company's Common Stock, to share in the increase in the
value of the Common Stock, to remain in the employ of the Company, and to exert
their maximum efforts on the Company's behalf. The Committee takes into account
the Company's overall performance during the fiscal year together with the
individual Participant's performance, and grants can be made to individuals who
also received grants under the IC Plan for Senior Executives and the LTI Plan.
Named Executive Officers
There are five executive officers named in the Summary Compensation Table
on page 12 of this Proxy Statement (each a "Named Executive Officer"). The
Named Executive Officers are James O. Edwards, Chief Executive Officer; Michael
F. Gaffney, Executive Vice President; Sudhakar Kesavan, Executive Vice
President; Marc Tipermas, President and Chief Operating Officer; and David
Watson, Executive Vice President.
Compensation of the Chief Executive Officer
The May 1997 employment arrangement signed with Mr. Edwards is described on
page 16 of this Proxy Statement. The Committee determined that signing the new
employment arrangement with Mr. Edwards was in the best interests of the Company
in that it replaced an employment agreement due to expire in December 1997,
thereby securing Mr. Edwards' services to the Company through 1999 while also
providing the Company with one-year non-competition and non-solicitation-of-
employees periods following the termination of Mr. Edwards' employment. The
salary levels contained in the new arrangement provide modest increases over
those in the soon-to-expire agreement.
The 1996 compensation plan for the CEO stated that if the Company's target
EPS was achieved, then the CEO would be paid cash incentive compensation equal
to one-half of his base compensation and would be awarded 40,000 stock options
and 20,000 Restricted Shares (which were awarded in January 1997). Lower and
higher EPS figures were included which would have entitled the CEO to lower or
higher incentive compensation, respectively. In 1997, the Committee determined
that the CEO's cash incentive compensation would be based both on the Company's
EPS and on other subjective factors and made the CEO eligible for incentive
compensation under the IC Plan for Senior Executives described above. In
addition, the CEO remained a participant in the LTI Plan.
The new employment arrangement with Mr. Edwards provides for the award of
200,000 Restricted Shares under the Company's Stock Incentive Plan on December
31, 1998, with vesting further delayed for two years (50% vesting each year).
Because this potential award is delayed for 20 months after the effective date
of the new
21
<PAGE>
agreement, the Committee's action approving the award provides the Company with
additional assurance that Mr. Edwards will remain in the Company's employ.
Arrangement with Dr. Tipermas and Other Arrangements Affecting Executive
Compensation in Calendar Year 1997
The May 1997 employment arrangement signed with Dr. Tipermas is described
on pages 16-17 of this Proxy Statement. The Committee determined that signing
the new employment arrangement with Dr. Tipermas was in the best interests of
the Company in that it provided for an appropriate increase in compensation in
light of Dr. Tipermas' promotion to President and Chief Operating Officer of the
Company; he had been Executive Vice President and Director of Corporate
Development under an employment agreement that was due to expire in December
1997. In addition to securing Dr. Tipermas' employment with the Company through
1999, the Committee's action approving the new arrangement benefited the Company
by providing one-year non-competition and non-solicitation-of-employees periods
following the termination of Dr. Tipermas' employment.
The new employment arrangement with Dr. Tipermas provides for the award of
150,000 Restricted Shares under the Company's Stock Incentive Plan on December
31, 1998, with vesting further delayed for two years (50% vesting each year).
Because this potential award is delayed for 20 months after the effective date
of the new agreement, the Committee's action approving the award provides the
Company with additional assurance that Dr. Tipermas will remain in the Company's
employ.
During 1997, the decisions on compensation, annual bonuses, options, and
Restricted Shares to be paid to the other three Named Executive Officers were
based primarily on the Company's obligations to each of them under pre-existing
employment arrangements described on pages 16-17 of this Proxy Statement. It is
the opinion of the Committee that the arrangements with Named Executive Officers
continue to be in the best interests of the Company in that they assure the
Company of the continued, long-term service of these individuals at compensation
levels appropriate for the positions they now hold.
Awards to Named Executive Officers for Service in 1997
The Committee approved a cash award of $50,000 (net of taxes) to Dr.
Tipermas as part of his new employment arrangement and in return for Dr.
Tipermas' agreeing not to sell any of his Common Stock through 1999 without the
prior written approval from the Committee. At its February 1998 meeting, the
Committee approved the following awards: $15,000 and 40,000 options to Mr.
Gaffney in recognition of his work in 1997 in connection with the Company's Nova
Hut contract; $27,000, 5,400 shares of restricted stock, and 50,000 options to
Mr. Kesavan as provided for under the IC Plan for Senior Executives and in
recognition of the performance of the Consulting Group of which he is President;
and $60,000 and 39,000 shares of restricted stock to Mr. Watson as provided for
under the IC Plan for Senior Executives and in recognition of his work in 1997
in connection with the Company's Nova Hut contract.
The Company's Senior Executive Officers Severance Plan
The terms of the SEOSP, including a description of the Committee's 1997
amendment of the SEOSP, are described on page 15 of this Proxy Statement. Mr.
Edwards and Mr. Kesavan are the only Named Executive Officers whose severance
payments are governed by the SEOSP. Severance payments for the other Named
Executive Officers are specified in their employment arrangements with the
Company.
This report is being submitted by the following members of the Compensation &
Human Resources Committee:
VOTING MEMBERS: NON-VOTING MEMBER WITH RIGHT TO ATTEND:
Tony Coelho (Chairman) James O. Edwards
Thomas C. Jorling
Hazel R. O'Leary
22
<PAGE>
================================================================================
OTHER MATTERS
================================================================================
At April 8, 1998, management was not aware that any matters not referred to
on the enclosed proxy card would be presented for action at the meeting. If any
such matter properly comes before the meeting, shares represented by proxies in
the accompanying form will be voted with respect thereto in accordance with the
judgment of the holders of such proxies.
The 1999 Annual Meeting of Shareholders of the Company is scheduled to be
held on Friday, May 7, 1999.
Director Nominations. Shareholders wishing to nominate persons for
election as a Director at the 1999 Annual Meeting, or otherwise to present
business at that meeting, must do so pursuant to a timely notice sent in writing
to the Secretary of the Company, 9300 Lee Highway, Fairfax, Virginia 22031. To
be timely, the notice must be received by the Company at the above address no
earlier than February 5, 1999, and no later than March 8, 1999. A shareholder's
notice of nomination must set forth:
(a) as to each person who is not an incumbent Director whom a shareholder
proposes to nominate for election or re-election as a Director
(i) the name, age, business address, and residence address of such
person,
(ii) the principal occupation or employment of such person,
(iii) the class and number of shares of capital stock of the Company
which are beneficially owned by such person, and
(iv) any other information relating to such person that is required to
be disclosed in solicitation for proxies for elections of
directors pursuant to the rules and regulations of the SEC under
the Securities Exchange Act of 1934, as amended, and
(b) as to the shareholder giving the notice
(i) the name and record address of such shareholder and
(ii) the class and number of shares of capital stock of the Company
which are beneficially owned by such shareholder.
Such notice shall be accompanied by the written consent of each proposed
nominee to serve as a Director of the Company if elected. The Company may
require any proposed nominee to furnish such other information as reasonably may
be required by the Company to determine the eligibility of such proposed nominee
to serve as a Director of the Company. Persons nominated by shareholders for
election as a Director will not be eligible to serve as a Director unless
nominated in accordance with the foregoing procedures.
Shareholder Proposals and Other Business. Shareholders wishing to submit
proposals to be included in the Proxy Statement for the 1999 Annual Meeting
should submit them in writing to the Secretary of the Company, 9300 Lee Highway,
Fairfax, Virginia 22031, no later than Wednesday, December 9, 1998. A
shareholder's notice with respect to other business to be brought before the
1999 Annual Meeting by such shareholder must set forth as to each matter of
business:
(a) a brief description of such business and the reasons for conducting it
at the meeting,
(b) the name and address of the shareholder proposing such business,
(c) the class, series, and number of shares of the capital stock of the
Company beneficially owned by such shareholder, and
(d) any material interest of such shareholder in such business.
/s/ Paul Weeks, II
Fairfax, Virginia Paul Weeks, II
April 8, 1998 Senior Vice President, General Counsel and
Secretary
23
<PAGE>
[LOGO APPEARS HERE] PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
ON FRIDAY, MAY 1, 1998
<TABLE>
<S> <C>
P The undersigned hereby constitutes and appoints James O. Edwards, Marc Tipermas, and Paul
R Weeks, II, and each of them, his or her true and lawful agents and proxies with full
O powers of substitution in each, to represent the undersigned at the Annual Meeting of
X Shareholders of ICF KAISER INTERNATIONAL, INC. to be held at the headquarters of the
Y Company, 9300 Lee Highway, Fairfax, Virginia on Friday, May 1, 1998, at 9:00 a.m., and at
any adjournments thereof, on all matters coming before said meeting.
Election of Directors, Nominees: James O. Edwards
Maynard H. Jackson, Jr.
Keith M. Price
Michael B. Tennenbaum
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE
SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXIES NAMED ABOVE CANNOT VOTE YOUR SHARES UNLESS YOU
SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
</TABLE>
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[LOGO APPEARS HERE] ANNUAL MEETING
OF SHAREHOLDERS
May 1, 1998
9:00 a.m.
Auditorium
9300 Lee Highway
Fairfax, VA 22031
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF
DIRECTORS AND FOR PROPOSAL 2.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Election of FOR WITHHELD 2. Approval of FOR AGAINST WITHHELD
Directors [_] [_] Appointment of [_] [_] [_]
(see reverse) Independent Public
Accountants
For, except vote withheld from the following nominee(s):
- -----------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: Please sign exactly as name appears
hereon. Joint owners should each sign. When
signing as attorney, executor, administrator,
trustee or guardian, please give full title as
such.
The signer hereby revokes all proxies heretofore
given by the signer to vote at said meeting or
any adjournments therof.
------------------------------------------------
------------------------------------------------
SIGNATURE (S) DATE
</TABLE>
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
ANNUAL MEETING
OF
ICF KAISER INTERNATIONAL, INC.
SHAREHOLDERS
FRIDAY, MAY 1, 1998
9:00 A.M.
AUDITORIUM
9300 LEE HIGHWAY
FAIRFAX, VA
================================================================================
AGENDA
- ------
* ELECTION OF FOUR DIRECTORS
* APPROVAL OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
* REPORT ON THE PROGRESS OF THE COMPANY
* QUESTIONS FROM SHAREHOLDERS IN ATTENDANCE
================================================================================
