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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. 2)*
ICF Kaiser International, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
449244-10-2
_______________________________________________________________
(CUSIP Number)
Michael E. Tennenbaum, Tennenbaum & Co., LLC
11100 Santa Monica Boulevard, Suite 210, Los Angeles, CA 90025;
Tel: 310-566-1000
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 4, 1999
_______________________________________________________________
(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 that is the subject of this schedule 13D, and is
filing this schedule because of (S)(S) 240.13d-1(3), 240.13d-1(f) or 240.13d-
1(g), check the following box. [_]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See (S) 240.13d-7 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
SEC 1746 (2-98) Page 1 of 5 pages
<PAGE>
CUSIP NO. 449244-10-2
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tennenbaum & Co., LLC; IRS No. 95-4587347
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4 WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,600,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,600,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,600,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 (See Instructions)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a) If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
Page 2 of 5 Pages
<PAGE>
CUSIP NO. 449244-10-2
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael E. Tennenbaum; SS No.: ###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,600,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,600,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,600,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 (See Instructions)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a) If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
Page 3 of 5
<PAGE>
Item 1. Security and Issuer
This Amendment No. 2 to Schedule 13D relates 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.
Unless otherwise indicated, all capitalized terms, used herein which have
heretofore been defined in the Schedule 13D, as amended, shall have the same
meanings set forth therein.
Item 3. Sources and Amounts of Funds or Other Consideration
At the close of business on May 6, 1999, the Reporting Persons owned
2,600,000 shares. The funds for the purchase of such shares were derived from
Tennenbaum & Co., LLC working capital.
Item 4. Purpose of the Transaction.
As previously reported, the Reporting Persons acquired the Shares of
the Company as an investment. On May 1, 1998, Mr. Tennenbaum became a director
of the Company and continues to serve in such capacity. The Reporting Persons
continue to analyze and discuss alternatives to enhance shareholder value with
management and the Board of Directors. In addition, the Reporting Persons 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 legal
duties, including Mr. Tennenbaum's duties as a director.
Subject to the Agreement dated March 13, 1998 between the Company and
Mr. Tennenbaum (previously filed as an exhibit hereto), 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 (subject to availability at
prices deemed favorable) in the open market, in privately negotiated
transactions or otherwise.
Within the past 60 days, Tennenbaum & Co., LLC purchased shares on the
open market in the following transactions: On May 3, 1999, 100,000 shares at
$.568 per share; on May 4, 1999, 306,000 shares at $.635 per share; and on May
6, 1999, 94,000 shares at $.635 per share.
Item 5 Interest in Securities of the Issuer
As of the date hereof, the Reporting Persons may be deemed to be the
beneficial owner of an aggregate of 2,600,000 shares of Common Stock of the
Company, which constitutes approximately 11.6% of the outstanding shares of
Common Stock of the Company, based upon the Company's most recent available
filing with the Securities and Exchange Commission.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
None
Item 7. Material to be filed as Exhibits.
None.
Page 4 of 5 Pages
<PAGE>
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.
MAY 7, 1999 /s/ Michael E. Tennenbaum
------------------------------------------
Michael E. Tennenbaum, individually and as
managing member of Tennenbaum & Co., LLC
Page 5 of 5 Pages
