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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 1998
ICF KAISER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware File No. 1-12248 54-1437073
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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9300 Lee Highway
Fairfax, Virginia 22031-1207
(Address of principal executive offices, including zip code)
703-934-3600
(Registrant's telephone number, including area code)
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Item 5. Other events
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In a press release dated November 4, 1998, ICF Kaiser International, Inc.
(NYSE: ICF) announced that James O. Edwards has resigned as Chairman and Chief
Executive Officer of ICF Kaiser International, Inc., a post he had held since
March 1, 1985. He will continue as a member of the ICF Kaiser International,
Inc.'s Board of Directors and will serve as a consultant to the Company.
The Company's Board of Directors has designated Keith M. Price, the
Company's current President, to be Chief Executive Officer. In addition, Tony
Coelho has been elected Chairman of the Board.
Tony Coelho, on behalf of the ICF Kaiser Board of Directors, stated: "We
understand Jim's resignation in light of the great stresses of the past few
years. Although we have had poor performance for several years from our
engineering and construction business, our consulting and environmental and
facilities management businesses have performed well. Jim has a proven
management record over many years. Taking a small consulting company to a
worldwide consulting and engineering firm is a very substantial achievement."
"Keith Price is well known and respected throughout the industry, both
nationally and internationally," said Coelho. "He is a successful leader, and
an operations-oriented manager with a hands-on familiarity and commitment to ICF
Kaiser's core businesses. This is a good company, doing excellent work all over
the world. With Keith and the management team leading the high quality ICF
Kaiser work force, we will see our way through the crisis brought on by the
nitric acid project overruns. We are confident the company's performance will
improve and that shareholders will benefit."
Edwards joined ICF Incorporated on November 1, 1974, and led it from a
small, Washington, D.C.-based consulting firm to a $1.3 billion international
consulting, environmental and facilities management, engineering, and
construction firm over the past 24 years. An important step in that process was
the June 1988 acquisition by ICF Incorporated of Kaiser Engineers, headquartered
in Oakland, California.
In July, ICF Kaiser announced a major restructuring charge as a result of
poor financial performance of several nitric acid plants it was building. At
that time, Keith Price was named President and Chief Operating Officer, and
Richard Leupen became President of the Engineers and Constructors Group.
"After almost 14 years as a Chief Executive Officer, nine as the Chief
Executive Officer of a publicly traded company, and 24 years in this business
and at one company," said Edwards, "I need a rest and to recharge my batteries.
We have achieved a successful transition of responsibilities to Keith and the
senior management. The team in place is qualified and competent to manage ICF
Kaiser. After several months of serving as a consultant and tying up some loose
ends, I plan to retire to my antiquarian books for a while. Although I am
disappointed in our financial performance of the past several years, I believe
the Company is on the verge of some important changes that will significantly
increase shareholder value."
Tony Coelho, a member of the Board since 1990, commented: "I am fully
aware of the difficulties facing the Company, but look forward to working with a
unified Board and our new management team to restore the Company to
profitability." Coelho announced the formation of a new Executive Committee of
the Board, which will include Michael Tennenbaum and Keith Price as well as
Coelho as Chair, and that Hazel O'Leary will replace Coelho as Chair of the
Board's Compensation and Human Resources Committee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
ICF KAISER INTERNATIONAL, INC.
(Registrant)
/s/ Timothy P. O'Connor
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Timothy P. O'Connor
Senior Vice President and
Acting Chief Financial Officer
Date: November 5, 1998
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