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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)
ICF KAISER INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
449244102
(CUSIP Number)
Rodd M. Baxter, Esq.
SG Cowen Securities Corporation
Financial Square
New York, New York 10005-3597
(212) 495-5618
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 1, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or
13d-1(g), check the following box. [X]
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SCHEDULE 13D
CUSIP No. 449244102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cowen & Company
13-5616116
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
PF, 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
7. SOLE VOTING POWER
0
NUMBER OF SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 0
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14. TYPE OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE 13D
CUSIP No. 449244102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cowen Incorporated
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) []
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
AF, 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7. SOLE VOTING POWER
0
NUMBER OF SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 0
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14. TYPE OF REPORTING PERSON (See Instructions)
HC, CO
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SCHEDULE 13D
CUSIP No. 449244102
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph M. Cohen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
AF, 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
176,000
NUMBER OF SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 0
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
176,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
PERSON
176,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.73%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
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This statement amends and supplements the information set forth in the
Schedule 13D filed by the Reporting Persons (as defined herein) with the
Securities and Exchange Commission (the "Commission") on April 3, 1998 and
constitutes Amendment No. 1 (this "Amendment"). As this Amendment reflects
beneficial ownership of 5% or less of the Shares, the Reporting Persons are not
required to make (and will not make) any additional filings unless such persons
thereafter become the beneficial owners of more than 5% of the class and are
required to file pursuant to the rules of the Commission. Capitalized terms used
herein without definition shall have the meanings assigned to such terms in the
Schedule 13D.
Item 2. Identity and Background.
-----------------------
This Amendment is being filed by: (i) Cowen & Company, a New York
limited partnership ("Cowen"); (ii) Cowen Incorporated, a corporation organized
under the laws of the State of Delaware ("Cowen Inc."); and (iii) Mr. Joseph M.
Cohen (collectively with Cowen and Cowen Inc., the "Reporting Persons").
On July 1, 1998, pursuant to an Acquisition Agreement, dated as of
February 22, 1998, by and among Cowen, Cowen Inc., and Societe Generale, a
banking corporation organized under the laws of France ("SG"), SG purchased
certain assets and assumed certain liabilities of Cowen and Cowen Inc. (the
"Acquisition"). In connection with the Acquisition, the business of Cowen and
Cowen Inc. was transferred to Societe Generale Securities Corporation ("SGSC"),
a subsidiary of SG, and SGSC was renamed SG Cowen Securities Corporation ("SG
Cowen"). The assets and business transferred to SG Cowen include the Shares held
in Cowen's investment account as well as Cowen's voting and/or dispositive
rights with respect to Shares held in Cowen's clients' discretionary brokerage
accounts or investment management accounts over which Cowen exercises
discretionary authority. Accordingly, each of Cowen, Cowen Inc. and Mr. Joseph
M. Cohen ceased to be a "reporting person," as such term is used in Schedule
13D, upon the consummation of (and as a result of) the Acquisition on July 1,
1998.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a)-(b) As a result of the Acquisition, SG Cowen acquired all
beneficial ownership of the Shares from Cowen and Cowen Inc. After the
consummation of the Acquisition, neither Cowen nor Cowen Inc. beneficially owned
any Shares.
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As of the date hereof, the aggregate number and percentage of
outstanding Shares beneficially owned by Mr. Joseph Cohen, including the number
of Shares as to which he has sole power to vote or direct the vote, shared power
to vote or direct the vote, sole power to dispose or direct the disposition or
shared power to dispose or direct the disposition, are set forth as follows:
Percentage of
Number of Outstanding
Shares Shares
--------- -------------
Beneficially owned (aggregate): 176,000 0.73%
With sole power to vote: 176,000 0.73%
With shared power to vote: 0 0%
With sole power to dispose: 176,000 0.73%
With shared power to dispose: 0 0%
As of June 30, 1998, the number of Shares outstanding, as reported by
the Company, was 24,119,802. The number of Shares beneficially owned by Cowen,
Cowen Inc. and Mr. Joseph Cohen represent 0%, 0% and 0.73%, respectively, of the
outstanding Shares.
(c) Within the sixty (60) days prior to July 15, 1998, Cowen effected
on behalf of itself and its clients with market makers in the Shares the
following sale of the Shares for its clients' discretionary or investment
management accounts:
Sale Date Number of Shares Per Share Price
--------- ---------------- ---------------
05/07/98 5,000 $2.83
During such sixty-day period, Cowen did not effect any purchase of the
Shares, either on its on behalf or on behalf of its clients.
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Amendment is true, complete and correct.
Date: July 15, 1998
COWEN & COMPANY
By: COWEN INCORPORATED
Its General Partner
By:/s/ David Sarns
------------------------
David Sarns
Managing Director
COWEN INCORPORATED
By:/s/ David Sarns
----------------------------
David Sarns
Managing Director
/s/ Joseph M. Cohen
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Joseph M. Cohen
