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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1 )*
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ICF Kaiser International, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
449244-10-2
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(CUSIP Number)
Michael E. Tennenbaum, Tennenbaum & Co., LLC,
1999 Avenue of the Stars, Suite 1010,
Los Angeles, CA 90067 (310) 788-3334
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 13, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this.
Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 7 pages)
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This Amendment No. 1 to Schedule 13D is being filed on behalf of the
undersigned Reporting Persons to amend the Schedule 13D dated December 19, 1997
(the "Schedule 13D"), relating to shares of Common Stock, par value $0.01 per
share (the "Shares"), of ICF Kaiser International, Inc., a Delaware corporation
(the "Company"). The principal executive offices of the Company are located at
9300 Lee Highway, Fairfax, Virginia 22031-1207. This Amendment No. 1
supplements, and to the extent inconsistent therewith, amends the information
set forth in the Schedule 13D. Unless otherwise indicated, all capitalized
terms used herein but not defined herein shall have the same meanings set forth
in the Schedule 13D.
Item 4. Purpose of Transaction
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Items 4 and 6 to the Schedule 13D are hereby amended and restated in their
entirety as follows:
As previously reported, the Reporting Persons acquired the Shares of the
Company as an investment.
On March 13, 1998, the Board of Directors of the Company and Michael E.
Tennenbaum, a Reporting Person, executed the Letter Agreement attached as
Exhibit 1 hereto (the "Agreement").
The Reporting Persons intend to propose to the Company various programs to
enhance shareholder value, intend to discuss the Company from time-to-time
with members of the management of the Company, its Board of Directors and their
advisors, may communicate with other shareholders and interested parties
concerning the Company, and may exercise any and all of their respective rights
as shareholders of the Company in a manner consistent with their equity
interests and Mr. Tennenbaum's fiduciary duties as a member of the Company's
Board of Directors (assuming he is elected), subject to the Agreement.
Subject to the Agreement, the Reporting Persons may from time to time (i)
acquire additional Shares (subject to availability at prices deemed favorable)
in the open market, in privately negotiated transactions or otherwise, or (ii)
dispose of Shares at prices deemed favorable in the open market, in privately
negotiated transactions or otherwise.
Except as set forth above and in the Schedule 13D, none of the Reporting
Persons has any present plan or intention which would result in or relate to any
of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 7. Material to be Filed as Exhibits
Exhibit 99.1 Letter Agreement, dated as of March 13, 1998, between the Board of
Directors of ICF Kaiser International, Inc. and Michael E.
Tennenbaum individually and as Managing Member of Tennenbaum and
Co., LLC.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Michael E. Tennenbaum
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Michael E. Tennenbaum, individually and as
managing member of Tennenbaum & Co., LLC
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Exhibit 99.1
ICF KAISER INTERNATIONAL, INC.
9300 Lee Highway
Fairfax, Virginia 22031-2107
March 13, 1998
Mr. Michael E. Tennenbaum
Tennenbaum & Co., L.L.C.
1999 Avenue of the Stars, Suite 1010
Los Angeles, CA 90067-6022
Dear Michael:
The purpose of this letter is to set forth the agreements we have reached
as a result of discussions over the past several days. It will become effective
on the date of your execution of this letter (the "Effective Date").
The Board of Directors of ICF Kaiser International, Inc. (the "Company")
will nominate, recommend and solicit proxies for your election as a director,
for a three-year term, at the 1998 annual meeting of shareholders.
Also, the Board of Directors has acted to unconditionally and irrevocably
offer Jarrod Cohen the opportunity to join the Board at his written request at
any time between July 1, 1998 and December 31, 1998 for a term extending to the
annual meeting of shareholders in 2000, and until his successor is elected.
For your part, you and Tennenbaum & Co., L.L.C. (the "Tennenbaum Parties")
agree as follows:
(a) During the period commencing on the Effective Date and ending on the
earlier of (i) five years after the Effective Date and (ii) the day after the
date the Tennenbaum Parties and all of their Affiliates cease to be the
Beneficial Owners of any of the Company's voting securities ("Restricted
Securities"), the Tennenbaum Parties shall not, without the express written
consent of a majority of the directors of the Company not designated by the
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Mr. Michael E. Tennenbaum
March 13, 1998
Page 2
Tennenbaum Parties pursuant to this Agreement, acquire, directly or indirectly,
any voting securities of the Company if, following such acquisition, such
Tennenbaum Parties, together with their Affiliates, would directly or indirectly
be the Beneficial Owners of voting securities of the Company representing in the
aggregate more than 19.5% of the total combined voting power of all issued and
outstanding securities of the Company (it being understood that this provision
shall not be violated if such Tennenbaum Parties and their Affiliates become
entitled to exercise voting power in excess of such percentage as a result of
any event or circumstance other than the acquisition by such Tennenbaum Parties
or their Affiliates of Beneficial Ownership of additional voting securities of
the Company). The Company hereby agrees that it shall not take any action,
including without limitation, any amendment to its Shareholders Rights plan,
that would prevent the Tennenbaum Parties from acquiring additional securities
within the limitations set forth herein.
(b) During the period (i) between the date hereof and May 1, 1998 and (ii)
that you or another person who is an Affiliate of the Tennenbaum Parties is a
member of the Board of Directors, and for a period of 90 days thereafter, the
Tennenbaum Parties shall not, without the express written consent of a majority
of the directors of the Company not designated by the Tennenbaum Parties
pursuant to this Agreement:
(x) subject any Restricted Securities to any voting trust or voting
agreement;
(y-1) recruit, or engage in organizing persons not nominated by the
Board of Directors to oppose the Board of Directors nominated candidates in an
election; or
(y-2) financially support (including contributing money, lending
money, furnishing credit or entering into any other arrangements or contracts
regarding financing) a proxy contest for Board of Directors candidates to oppose
the candidates nominated by the Board of Directors; or
(y-3) provide any material, non-public information gained in your
position as Director to opposing Board candidates, except as required by law,
and then only after notice to the Company.
(z) join a partnership, limited partnership, syndicate or other
group, or otherwise act in concert with any other person, for the purpose of
acquiring holding, voting
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Mr. Michael E. Tennenbaum
March 13, 1998
Page 3
or disposing of voting securities of the Company, or otherwise become a "person"
within the meaning of Section 13(d)(3) of the Exchange Act (in each case other
than solely with another Tennenbaum Party).
(c) Each of the Tennenbaum Parties shall be present, in person or by
proxy, and without further action hereby agree that they shall be
deemed (to the extent permitted by law) to be present, at all meetings
of the stockholders of the Company with respect to which the
Tennenbaum Parties receive notice so that all voting securities of the
Company owned by any of them may be counted for the purpose of
determining the presence of a quorum at such meetings.
(d) For purposes of this letter (i) "Affiliate" shall have the same
meaning as Affiliate under Rule 12b-2 under the Exchange Act, and (ii)
"Beneficial Owner" shall have the same meaning as "Beneficial Owner"
under Rule 13d-3 under the Exchange Act, and "Beneficial Ownership"
shall have a correlative meaning.
The agreements set forth in paragraphs (a)-(d) above shall terminate and be
of no further effect in the event (i) you are not elected as a director of ICF
Kaiser, as contemplated herein, on or before May 30, 1998; or (ii) Jarrod Cohen
does not become a director upon his acceptance of the offer referred to above.
The Company hereby agrees to promptly reimburse the Tennenbaum Parties for
all reasonable and necessary documented out-of-pocket expenses incurred by them
(including, but not limited to fees and disbursements of counsel) in connection
with their proposals to the Board of Directors of the Company and the potential
solicitation of proxies for the election of directors to the Company, up to a
maximum of $25,000.
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Mr. Michael E. Tennenbaum
March 13, 1998
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If the foregoing accurately summarizes our agreement, please sign where
indicated below.
Very truly yours,
ICF KAISER INTERNATIONAL, INC.
By: _______________________________________
James O. Edwards
Chairman of the Board and Chief Executive
Officer
TENNENBAUM & CO., L.L.C.
By: -----------------------------
Michael E. Tennenbaum,
Managing Member
Dated: March ___, 1998
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Michael E. Tennenbaum, individually
Dated: March___, 1998
