<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
____________________
FORM 11-K
____________________
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from _____ to _____
Commission file number 1-12248
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ICF Kaiser International, Inc. Section 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, Virginia 22031-1207
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
___________________
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997 AND 1996
AND FOR THE YEAR ENDED DECEMBER 31, 1997
AND REPORT THEREON
_____________
<PAGE>
Financial Statements
<TABLE>
<S> <C>
Report of Independent Accountants 1
Statements of Net Assets Available for Benefits with Fund Information 2-3
Statement of Changes in Net Assets Available for Benefits with Fund Information 4
Notes to Financial Statements 5-8
Line 27a - Schedule of Assets Held for Investment Purposes 9
Line 27d - Schedule of Reportable Transactions 10
Exhibits Index 11
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
ICF Kaiser International, Inc. 401(k) Plan Committee
Fairfax, Virginia
We have audited the accompanying statements of net assets available for benefits
of the ICF Kaiser International, Inc. Section 401(k) Plan (the Plan) as of
December 31, 1997 and 1996, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1997. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 31, 1997 and reportable transactions
for the year ended December 31, 1997 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the U.S. Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for benefits and the statements of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and fund information are the
responsibility of the Plan's management. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Coopers & Lybrand L.L.P.
McLean, Virginia
June 19, 1998
1
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
as of December 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED FUNDS
----------------------------------------------------------------------------------------------
Vanguard Fixed Vanguard Index Vanguard
Vanguard Income Fund - LT Trust-500 International
Explorer Fund Corporate Portfolio Portfolio Growth Portfolio
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Investments at fair value:
Mutual funds $ 2,318,563 $7,297,022 $32,044,301 $ 3,148,847
Loans to participants - - - -
----------- ----------- ----------- -----------
Total investments 2,318,563 7,297,022 32,044,301 3,148,847
Employee contributions receivable - - - -
Employer contributions receivable - - - -
Loan payments receivable - - - -
----------- ----------- ----------- -----------
Net assets available for benefits $ 2,318,563 $7,297,022 $32,044,301 $ 3,148,847
=========== =========== =========== ===========
<CAPTION>
PARTICIPANT DIRECTED FUNDS
--------------------------------------------------------------------------------------
Vanguard Money Vanguard / Vanguard /
Market Reserves Morgan Growth PRIMECAP Vanguard /
Prime Portfolio Fund Fund Wellington Fund
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Investments at fair value:
Mutual funds $16,118,636 $ 17,856,946 $4,179,494 $ 31,456,309
Loans to participants - - - -
----------- ------------ ---------- ------------
Total investments 6,118,636 17,856,946 4,179,494 31,456,309
Employee contributions receivable - - - -
Employer contributions receivable - - - -
Loan payments receivable - - - -
----------- ------------ ---------- ------------
Net assets available for benefits $16,118,636 $ 17,856,946 $4,179,494 $ 31,456,309
=========== =========== ========== ============
<CAPTION>
PARTICIPANT DIRECTED FUNDS
-----------------------------------------------------------------------------------------
ICF Kaiser Loans to
Stock Fund Participants Other Total
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Investments at fair value:
Mutual funds $ 853,160 $ - $ - $115,273,278
Loans to participants - 2,647,666 - 2,647,666
--------- ---------- -------- ------------
Total investments 853,160 2,647,666 - 117,920,944
Employee contributions receivable - - 348,906 348,906
Employer contributions receivable - - 89,096 89,096
Loan payments receivable - - 39,102 39,102
--------- ---------- -------- ------------
Net assets available for benefits $ 853,160 $2,647,666 $477,104 $118,398,048
========= ========== ======== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
as of December 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED FUNDS
------------------------------------------------------------------------------------------------
Vanguard Fixed Vanguard Index Vanguard Vanguard Money
Vanguard Income Fund -- LT Trust - 500 International Market Reserves -
Explorer Fund Corporate Portfolio Portfolio Growth Portfolio Prime Portfolio
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Mutual funds $ 1,551,899 $6,423,652 $24,122,951 $ 2,213,313 $16,316,031
Loans to participants - - - - -
------------------------------------------------------------------------------------------------
Total investments 1,551,899 6,423,652 24,122,951 2,213,313 16,316,031
Employee contributions receivable - - - - -
Employer contributions receivable - - - - -
Loan payments receivable - - - - -
------------------------------------------------------------------------------------------------
Net assets available for benefits $ 1,551,899 $6,423,652 $24,122,951 $ 2,213,313 $16,316,031
================================================================================================
</TABLE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Vanguard / Vanguard /
Morgan Growth PRIMECAP Vanguard / ICF Kaiser Loans to
Fund Fund Wellington Fund Stock Fund Participants Other Total
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Mutual funds $ 13,871,751 $1,119,492 $ 25,385,629 $ 726,811 $ - $ - $ 91,731,529
Loans to participants - - - - 2,650,472 - 2,650,472
------------------------------------------------------------------------------------------------
Total investments 13,871,751 1,119,492 25,385,629 726,811 2,650,472 - 94,382,001
Employee contributions receivable - - - - - 317,054 317,054
Employer contributions receivable - - - - - 82,896 82,896
Loan payments receivable - - - - - 28,680 28,680
------------------------------------------------------------------------------------------------
Net assets available for benefits $ 13,871,751 $1,119,492 $ 25,385,629 $ 726,811 $2,650,472 $428,630 $ 94,810,631
================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED FUNDS
--------------------------------------------------------------------------------------------
Vanguard
Vanguard Fixed Vanguard Vanguard Money Market Vanguard/
Income Fund - Index International Reserves Morgan Vanguard/
Vanguard LT Corporation Trust -500 Growth Prime Growth PRIMECAP
Explorer Fund Portfolio Portfolio Portfolio Portfolio Fund Fund
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest and dividends $ 227,657 $ 525,594 $ 672,523 $ 133,858 $ 866,857 $ 2,410,546 $ 140,129
Net realized gain on sale of
investments 24,086 33,677 871,052 30,795 - 323,902 61,626
Net unrealized apprec. (deprec.)
of investments 4,943 340,680 6,491,042 (90,629) - 1,493,868 426,211
-------------------------------------------------------------------------------------------
256,686 899,951 8,034,617 74,024 866,857 4,228,316 627,966
-------------------------------------------------------------------------------------------
Contributions:
Employer's 109,681 150,235 633,257 143,119 292,157 362,133 179,268
Employees' 475,097 656,966 2,825,092 677,611 1,133,411 1,564,924 903,514
-------------------------------------------------------------------------------------------
584,778 807,201 3,458,349 820,730 1,425,568 1,927,057 1,082,782
-------------------------------------------------------------------------------------------
Total additions 841,464 1,707,152 11,492,966 894,754 2,292,425 6,155,373 1,710,748
-------------------------------------------------------------------------------------------
Deductions
Payment of benefits 128,013 969,249 3,562,294 246,366 1,518,122 1,852,722 206,235
Other deductions 2,401 2,858 13,599 2,518 9,675 7,765 3,447
-------------------------------------------------------------------------------------------
Total deductions 130,414 972,107 3,575,893 248,884 1,527,797 1,860,487 209,682
-------------------------------------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers 711,050 735,045 7,917,073 645,870 764,628 4,294,886 1,501,066
Interfund transfers 55,614 138,325 4,277 289,664 (962,023) (309,691) 1,558,936
-------------------------------------------------------------------------------------------
Net increase (decrease) 766,664 873,370 7,921,350 935,534 (197,395) 3,985,195 3,060,002
Net assets available for benefits:
Beginning of period 1,551,899 6,423,652 24,122,951 2,213,313 16,316,031 13,871,751 1,119,492
-------------------------------------------------------------------------------------------
End of period $2,318,563 $7,297,022 $32,044,301 $3,148,847 $16,118,636 $17,856,946 $4,179,494
===========================================================================================
<CAPTION>
PARTICIPANT DIRECTED FUNDS
---------------------------------------------------------------------
Vanguard/ ICF Kaiser
Wellington Stock Participant
Fund Fund loans Other Total
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest and dividends $ 2,662,460 $ - $ 178,830 $ - $ 7,818,454
Net realized gain on sale of investments 344,627 83,394 - - 1,773,159
Net unrealized apprec. (deprec.)
of investments 2,914,592 73,793 - - 11,654,500
------------------------------------------------------------------
5,921,679 157,187 178,830 - 21,246,113
------------------------------------------------------------------
Contributions:
Employer's 535,801 41,490 - - 2,447,141
Employees' 2,415,616 160,673 - - 10,812,904
------------------------------------------------------------------
2,951,417 202,163 - - 13,260,045
------------------------------------------------------------------
Total additions 8,873,096 359,350 178,830 - 34,506,158
------------------------------------------------------------------
Deductions
Payment of benefits 2,116,663 91,380 171,171 - 10,862,215
Other deductions 13,275 988 - - 56,526
------------------------------------------------------------------
Total deductions 2,129,938 92,368 171,171 - 10,918,741
------------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers 6,743,158 266,982 7,659 - 23,587,417
Interfund transfers (672,478) (140,633) (10,465) 48,474 -
------------------------------------------------------------------
Net increase (decrease) 6,070,680 126,349 (2,806) 48,474 23,587,417
Net assets available for benefits:
Beginning of period 25,385,629 726,811 2,650,472 428,630 94,810,631
------------------------------------------------------------------
End of period $31,456,309 $ 853,160 $2,647,666 $477,104 $118,398,048
==================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE A -- DESCRIPTION OF THE PLAN
The following description of the ICF Kaiser International, Inc. Section 401(k)
Plan (the Plan) provides only general information. Participants should refer to
the Plan for more detailed information. The Plan was established effective
March 1, 1989 in accordance with Section 401(k) of the Internal Revenue Code.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA) and is administered by an administrator appointed by ICF
Kaiser International, Inc. (the Company). The Plan is a voluntary, defined
contribution plan that allows eligible employees of the Company to contribute on
a pre-tax basis up to 12% of their compensation, subject to a statutory limit.
The Company contributes a match of 50% of the first 4% of employee
contributions. Employee contributions and Company matching contributions are
deposited with the Vanguard Fiduciary Trust Company (Vanguard), as trustee,
where they are accumulated and invested on behalf of the Plan at the discretion
of the employee.
Within guidelines established by the Plan, participants may elect to direct
their accounts into several alternative investment funds. As of December 31,
1997, eligible investments included the following funds:
Vanguard Explorer Fund - A common stock fund that seeks long-term growth of
- ----------------------
capital by investing in small and emerging growth companies.
Vanguard Fixed Income Securities Fund-Long-Term Corporate Portfolio - A
- -------------------------------------------------------------------
diversified portfolio of long-term, investment-grade bonds that seeks to provide
a high level of current income, consistent with maintenance of principal and
liquidity.
Vanguard Index Trust-500 Portfolio - A common stock fund that attempts to
- ----------------------------------
provide investment results that correspond to the price and yield performance of
publicly traded stocks, in the aggregate, as represented by the Standard &
Poor's 500 Composite Stock Price Index.
Vanguard International Growth Portfolio - An international fund diversified in
- ---------------------------------------
the common stocks of companies in as many as 30 foreign markets.
Vanguard Money Market Fund Reserves-Prime Portfolio - A high-quality money
- ---------------------------------------------------
market fund of instruments that mature in one year or less that seeks
maximization of current income, preservation of capital, and liquidity.
Vanguard/Morgan Growth Fund - A common stock fund that seeks long-term growth of
- ---------------------------
capital by investing in a portfolio of common stocks.
Vanguard/PRIMECAP Fund - A common stock fund that seeks long-term growth of
- ----------------------
capital by investing principally in a portfolio of common stocks.
Vanguard/Wellington Fund - A common stock and bond fund seeking a diversified
- ------------------------
and balanced program of investing in bonds and common stocks to conserve
principal and provide reasonable income without undue risk.
5
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
ICF Kaiser Stock Fund - This fund is invested primarily in common stock of ICF
- ---------------------
Kaiser International, Inc. (ICF Kaiser Stock). This fund has been divided into
fund units rather than shares of stock. The fund units are valued at their
year-end unit closing price (comprised of year-end market price plus uninvested
cash position). As of December 31, 1997 and 1996, each fund unit was valued at
$7.77 and $6.76, respectively.
A participant can determine the approximate number of shares of the underlying
ICF Kaiser Stock represented by the participant's fund units on the conversion
date by dividing the total market value of the participant's account balance by
the current share price of the stock. As of December 31, 1997 and 1996, Plan
participants owned 369,333 and 386,602 shares, respectively, of ICF Kaiser Stock
with per share fair values of $2.31 and $1.88, respectively, based upon quoted
market prices.
NOTE B -- ACCOUNTING POLICIES
The Plan follows the accrual method of accounting for financial reporting
purposes. The accompanying financial statements are prepared in accordance with
generally accepted accounting principles.
Investments are valued for financial statement purposes at fair value. The
values for the Vanguard Investment funds are based on the quoted net asset value
(redemption value) of the respective investment funds as of the Plan's year-end.
Security transactions are accounted for on the date securities are purchased or
sold (trade date). Dividend income is recorded on the ex-dividend date.
Interest income is recognized when earned. The Plan has invested in the
investment options directed by its participants. Loans to participants are
valued at cost, which approximates fair value.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the fair value of its
investments. The appreciation (depreciation) consists of the realized gains or
losses and the unrealized appreciation (depreciation) on those investments.
Employee contributions and the Company's matching contributions are fully vested
upon initial participation and nonforfeitable. Income, expenses, and gains or
losses (realized and unrealized) of Plan investments are allocated among
participants based upon their respective account balances. The amount of assets
transferred from other plans represents rollovers for new employees from other
employer qualified plans and are reflected as employee contributions.
Participants who have retired upon reaching the normal retirement date (age 65)
or a deferred retirement date, or who have terminated employment with the
Company, may elect to withdraw the entire amount of their contribution account.
Benefits are recorded when paid.
Administrative expenses of the Plan are paid by the participants and are
deducted from participants' accounts based on a flat quarterly fee.
Additionally, the Company provides certain administrative support to the Plan at
no cost.
6
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Participants may borrow up to half of their account balance within guidelines
established by the Plan Committee. Loans accrue interest at the prime rate as
determined at the time of issuance. Loans are repaid through payroll deductions
on a bi-weekly basis over terms ranging from 1 to 10 years.
The Company anticipates and fully intends that the Plan will be a permanent
program for the exclusive benefit of the participants and their beneficiaries.
The Company, however, reserves the right to terminate the Plan at any time such
action becomes necessary. In the event the Plan is terminated, the net assets
will be allocated to participants as required by ERISA and its related
regulations.
Certain items in the 1996 plan financial statements have been reclassified to
conform to the 1997 presentation.
NOTE C -- USE OF ESTIMATES
The preparation of the Plan's financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to make
significant estimates and assumptions that affect the reported amounts of net
assets available for benefits at the date of the financial statements and the
changes in net assets available for benefits during the reporting period and,
when applicable, disclosures of contingent assets and liabilities at the date of
the financial statements. Actual results could differ from those estimates.
NOTE D -- RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of stocks,
bonds, fixed income securities, mutual funds, and other investment securities.
Investment securities are exposed to various risks, such as interest rate,
market, and credit risks. Due to the level of risk associated with certain
investment securities it is at least reasonably possible that changes in the
values of investment securities will occur in the near term and that such
changes could materially affect participants' account balances and the amounts
reported in the statement of net assets available for benefits.
The Plan has no formal policy requiring collateral to support the financial
instruments held by Vanguard. Each of the Vanguard funds is registered under
the Investment Act of 1940 as a diversified open-ended investment company.
Certain funds invest in corporate debt instruments. The issuer's abilities to
meet these obligations may be affected by economic developments in their
respective industries.
NOTE E -- FEDERAL INCOME TAXES
In January 1995, the Internal Revenue Service ruled that the Plan qualified
under Section 401(a) of the Internal Revenue Code. The Plan has been amended
since receiving this determination letter. An application for a new
determination letter has been completed and filed with the Internal Revenue
Service and as of December 31, 1997 such new determination letter has not been
received. However, the Plan administrators and the Plan's tax counsel believe
that the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, they believe
earnings on contributions to the Plan are not subject to tax under present
income tax laws and employee contributions to the Plan are not subject to
Federal income tax to the employee until distribution from the Plan.
7
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE F -- RECONCILIATION OF FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the form used to report Plan activity to the U.S.
Department of Labor (Form 5500).
<TABLE>
<CAPTION>
December 31,
---------------------------------------------
1997 1996
<S> <C> <C>
Net assets available for benefits per the financial statements $118,398,048 $94,810,631
Amounts allocated to withdrawing participants (941,812) (149,580)
----------------- ---------------
Net assets available for benefits per the Form 5500 $117,456,236 $94,661,051
================= ===============
</TABLE>
The following is a reconciliation of withdrawals per the financial statements to
benefits paid to participants per Form 5500.
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------
1997 1996
<S> <C> <C>
Benefits paid to participants per the financial statements $10,862,215 $10,902,754
Add: Amounts allocated to withdrawing participants at
December 31, 1997 941,812 149,580
Less: Amounts allocated to withdrawing participants at
December 31, 1996 (149,580) (61,278)
---------------- --------------
Benefits paid to participants per Form 5500 $11,654,447 $10,991,056
================ ==============
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefits claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
8
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
SUPPLEMENTAL SCHEDULES
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1997
<TABLE>
<CAPTION>
Identity of Issuer, Borrower, Lessor, or Number of Shares or Historical
Similar Party Units Cost Current Value
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pooled Funds:
Vanguard Explorer Fund 41,927 shares $ 2,279,369 $ 2,318,563
Vanguard Fixed Income Fund - Long-Term
Corporate Portfolio 788,015 shares 6,905,841 7,297,022
Vanguard Index Trust - 500 Portfolio 355,771 shares 19,394,618 32,044,301
Vanguard International Growth Portfolio 192,120 shares 3,140,343 3,148,847
Vanguard Money Market Reserves - Prime
Portfolio 16,118,636 shares 16,118,636 16,118,636
Vanguard/Morgan Growth Fund 1,018,070 shares 14,666,591 17,856,946
Vanguard/PRIMECAP Fund 105,623 shares 3,690,329 4,179,494
Vanguard/Wellington Fund 1,068,126 shares 24,201,415 31,456,309
ICF Kaiser Stock Fund 109,802 units 1,016,679 853,160
Loans to participants:
Bearing interest ranging from 6% to 10%
and maturing at various dates through
December 2003 2,647,666 2,647,666
----------- ------------
Total Assets Held for Investment Purposes $94,061,487 $117,920,944
=========== ============
</TABLE>
9
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
SUPPLEMENTAL SCHEDULES
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
Plan assets at January 1, 1997 -- $ 94,810,631
5% -- $ 4,740,532
I. Single transactions in excess of 5%:
None.
II. Series of transactions with respect to any person other than securities
in excess of 5%:
None.
III. Series of transactions with respect to securities of the same issuer in
excess of 5%:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Purchase Number of Proceeds from Number of Net
Identity of Issuer Price Purchases Sales Sales Gain/(Loss)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Vanguard Index Trust-500 Portfolio $7,449,324 183 $6,890,069 175 $2,233,430
Vanguard Money Market
Reserve-Prime Portfolio 5,649,475 211 5,846,870 186 -
Vanguard/Morgan Growth 5,433,443 155 3,266,018 160 633,681
Vanguard/Wellington Fund 6,955,256 159 4,143,794 175 858,213
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
IV. Transactions with respect to securities with a person if any prior or
subsequent transaction with such person exceeded 5%:
None.
10
<PAGE>
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
No. 23 Consent of Coopers & Lybrand L.L.P. (the Plan's Independent
Accountants)
No. 99 ICF Kaiser International, Inc. Section 401(k) Plan (as amended and
restated as of March 1, 1993) (and further amended with respect to
name change only as of June 26, 1993) (incorporated by reference to
Exhibit No. 10(f) to Quarterly Report on Form 10-Q (Registrant No. 1-
12248) for the second quarter of fiscal 1994 filed with the Commission
on October 15, 1993)
and
Amendment No. 1 dated April 24, 1995 (incorporated by reference to
Exhibit 10(p)(1) to Annual Report on Form 10-K (Registrant No. 1-
12248) fiscal 1995 filed with the Commission on May 23, 1995)
and
Amendment No. 2 dated December 15, 1995 (incorporated by reference to
Exhibit 10(p)(2) to Transition Report on Form 10-K (Registrant No. 1-
12248) for the ten months ended December 31, 1995 filed with the
Commission on March 29, 1996)
and
Amendment No. 3 dated December 13, 1996 (incorporated by reference to
Exhibit 10(q)(3) to Registration Statement on Form S-1 (Registrant No.
333-19519) filed with the Commission on January 10, 1997)
</TABLE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
ICF Kaiser International, Inc. Section 401(k) Plan
/s/ Michael K. Goldman
---------------------------
Michael K. Goldman
Plan Administrator
Date: June 23, 1998
11
<PAGE>
Exhibit No. 23
CONSENT OF INDEPENDENT ACCOUNTANTS
ICF Kaiser International, Inc. 401(k) Plan Committee
Fairfax, Virginia
We consent to the incorporation by reference in the registration statement
of ICF Kaiser International, Inc. on Form S-8 (No. 33-51460) of our report dated
June 19, 1998, on our audits of the statements of net assets available for
benefits of the ICF Kaiser International, Inc. Section 401(k) Plan as of
December 31, 1997 and 1996 and the related statement of changes in net assets
available for benefits for the year ended December 31, 1997, which report
is included in this annual report on Form 11-K.
Coopers & Lybrand L.L.P.
McLean, Virginia
June 25, 1998
