<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, 1998
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, 1998 AND 1997
AND FOR THE YEAR ENDED DECEMBER 31, 1998
AND REPORT THEREON
_____________
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
___________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<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 27b - Schedule of Loans or Fixed Income Obligations 10-11
Line 27d - Schedule of Reportable Transactions 12
Exhibits Index 13
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
ICF Kaiser International, Inc. 401(k) Plan Committee
Fairfax, Virginia
In our opinion, the accompanying statements of net assets available for benefits
with fund information of the ICF Kaiser International, Inc. Section 401(k) Plan
(the Plan) as of December 31, 1998 and 1997, and the related statement of
changes in net assets available for benefits with fund information for the year
ended December 31, 1998 present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 1998 and 1997, and the
changes in net assets available for benefits for the year ended December 31,
1998, in conformity with generally accepted accounting principles. 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 of these statements in accordance with
generally accepted auditing standards, which 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, assessing the accounting principles used and significant estimates
made by management and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
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, 1998 and of reportable
transactions for the year ended December 31, 1998 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 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 statement 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.
The schedule of loans or fixed income obligations that accompanies the Plan's
financial statements does not disclose the original loan amount, activity
during the year and amounts past due. Disclosure of this information is required
by the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security's Act of 1974.
PricewaterhouseCoopers LLP
McLean, Virginia
June 28, 1999
1
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
as of December 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED FUNDS
-----------------------------------------------------------------------------------------------
Vanguard Vanguard Vanguard Vanguard
Vanguard Vanguard International Long-Term Morgan Prime
500 Index Explorer Growth Corporate Growth Money Market
Fund Fund Fund Fund Fund Fund
-----------------------------------------------------------------------------------------------
* * * *
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Mutual funds $ 40,620,829 $ 2,548,622 $ 3,570,769 $ 8,061,612 $ 20,654,666 $ 17,686,040
Loans to participants, - - - - - -
net of reserve
-----------------------------------------------------------------------------------------------
Total investments 40,620,829 2,548,622 3,570,769 8,061,612 20,654,666 17,686,040
Employee contributions receivable - - - - - -
Employer contributions receivable - - - - - -
Loan payments receivable - - - - - -
-----------------------------------------------------------------------------------------------
Net assets available for benefits $ 40,620,829 $ 2,548,622 $ 3,570,769 $ 8,061,612 $ 20,654,666 $ 17,686,040
===============================================================================================
<CAPTION>
-----------------------------------------------------------------------------------------------
Vanguard Vanguard ICF Kaiser
PRIMECAP Wellington Stock Loans to
Fund Fund Fund Participants Other Total
-----------------------------------------------------------------------------------------------
*
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Mutual funds $ 6,104,190 $ 31,949,163 $ 599,690 $ - $ - $ 131,795,581
Loans to participants, - - - 2,199,424 - 2,199,424
net of reserve
-----------------------------------------------------------------------------------------------
Total investments 6,104,190 31,949,163 599,690 2,199,424 - 133,995,005
Employee contributions receivable - - - - 689,028 689,028
Employer contributions receivable - - - - 179,173 179,173
Loan payments receivable - - - - - -
-----------------------------------------------------------------------------------------------
Net assets available for benefits $ 6,104,190 $ 31,949,163 $ 599,690 $ 2,199,424 $ 868,201 $ 134,863,206
===============================================================================================
</TABLE>
* Investment represents 5% or more of net assets.
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, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED FUNDS
--------------------------------------------------------------------------------------
Vanguard Vanguard Vanguard Vanguard
Vanguard Vanguard International Long-Term Morgan Prime
500 Index Explorer Growth Corporate Growth Money Market
Fund Fund Fund Fund Fund Fund
--------------------------------------------------------------------------------------
* * * *
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Mutual funds $32,044,301 $2,318,563 $3,148,847 $7,297,022 $17,856,946 $16,118,636
Loans to participants - - - - - -
--------------------------------------------------------------------------------------
Total investments 32,044,301 2,318,563 3,148,847 7,297,022 17,856,946 16,118,636
Employee contributions receivable - - - - - -
Employer contributions receivable - - - - - -
Loan payments receivable - - - - - -
--------------------------------------------------------------------------------------
Net assets available for benefits $32,044,301 $2,318,563 $3,148,847 $7,297,022 $17,856,946 $16,118,636
======================================================================================
<CAPTION>
-----------------------------------------
Vanguard Vanguard ICF Kaiser
PRIMECAP Wellington Stock Loans to
Fund Fund Fund Participants Other Total
--------------------------------------------------------------------------------------
*
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Mutual funds $4,179,494 $31,456,309 $853,160 $ - $ - $115,273,278
Loans to participants - - - 2,647,666 - 2,647,666
--------------------------------------------------------------------------------------
Total investments 4,179,494 31,456,309 853,160 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 $4,179,494 $31,456,309 $853,160 $2,647,666 $477,104 $118,398,048
======================================================================================
</TABLE>
* Investment represents 5% or more of net assets.
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, 1998
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED FUNDS
------------------------------------------------------------------------------
Vanguard Vanguard Vanguard Vanguard
Vanguard Vanguard International Long-Term Morgan Prime
500 Index Explorer Growth Corporate Growth Money Market
Fund Fund Fund Fund Fund Fund
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest and dividends $ 611,509 $ 23,230 $ 71,598 $ 632,255 $ 1,592,216 $ 898,123
Net realized gain (loss) on sale of investments 678,355 (4,960) 95,223 (1,615) 175,445 -
Net unrealized apprec. (deprec.) of investments 7,764,324 117,114 375,903 18,323 2,046,995 -
------------------------------------------------------------------------------
9,054,188 135,384 542,724 648,963 3,814,656 898,123
Contributions: ------------------------------------------------------------------------------
Employer's 648,257 108,767 128,948 137,161 363,821 249,444
Employees' 2,727,095 471,064 605,570 566,220 1,545,223 1,129,851
------------------------------------------------------------------------------
3,375,352 579,831 734,518 703,381 1,909,044 1,379,295
------------------------------------------------------------------------------
Other:
Asset transfers from other plans 268,183 42,542 54,854 22,743 237,437 132,640
Other 287
------------------------------------------------------------------------------
268,470 42,542 54,854 22,743 237,437 132,640
------------------------------------------------------------------------------
Total additions 12,698,010 757,757 1,332,096 1,375,087 5,961,137 2,410,058
------------------------------------------------------------------------------
Deductions
Payment of benefits 4,608,893 417,521 597,620 875,158 2,563,308 2,355,924
Reserve for delinquent loans - - - - - -
Administrative expenses 10,122 1,876 1,919 2,176 6,458 7,694
------------------------------------------------------------------------------
Total deductions 4,619,015 419,397 599,539 877,334 2,569,766 2,363,618
------------------------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers 8,078,995 338,360 732,557 497,753 3,391,371 46,440
Interfund transfers 497,533 (108,301) (310,635) 266,837 (593,651) 1,520,964
------------------------------------------------------------------------------
Net increase (decrease) 8,576,528 230,059 421,922 764,590 2,797,720 1.567,404
Net assets available for benefits:
Beginning of period 32,044,301 2,318,563 3,148,847 7,297,022 17,856,946 16,118,636
------------------------------------------------------------------------------
End of period 40,620,829 2,548,622 3,570,769 8,061,612 20,654,666 17,686,040
==============================================================================
<CAPTION>
PARTICIPANT DIRECTED FUNDS
---------------------------------------
Vanguard Vanguard ICF Kaiser
PRIMECAP Wellington Stock Loans to
Fund Fund Fund Participants Other Total
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest and dividends $ 230,523 $ 3,535,871 $ 20 $ 164,175 $ - $ 7,759,520
Net realized gain (loss) on sale of investments 151,651 278,295 44,823 - - 1,417,217
Net unrealized apprec. (deprec.) of investment 880,604 (252,324) (256,750) - - 10,694,189
-------------------------------------------------------------------------------
1,262,778 3,561,842 (211,907) 164,175 - 19,870,926
Contributions: -------------------------------------------------------------------------------
Employer's 243,583 484,606 35,249 - - 2,399,836
Employees' 1,076,241 1,984,174 128,605 - - 10,234,043
-------------------------------------------------------------------------------
1,319,824 2,468,780 163,854 - - 12,633,879
-------------------------------------------------------------------------------
Other:
Asset transfers from other plans 199,882 130,185 4,753 1,093,219
Other 287
-------------------------------------------------------------------------------
199,882 130,185 4,753 - - 1,093,506
-------------------------------------------------------------------------------
Total additions 2,782,484 6,160,807 (43,300) 164,175 - 33,598,311
-------------------------------------------------------------------------------
Deductions
Payment of benefits 799,880 4,183,985 111,130 185,765 - 16,699,184
Reserve for delinquent loans - - - 389,367 - 389,367
Administrative expenses 3,532 10,192 633 - - 44,602
-------------------------------------------------------------------------------
Total deductions 803,412 4,194,177 111,763 575,132 - 17,133,153
-------------------------------------------------------------------------------
Net increase (decrease) prior to 1,979,072 1,966,630 (155,063) (410,957) - 16,465,158
interfund transfers
Interfund transfers (54,376) (1,473,776) (98,407) (37,285) 391,097 -
-------------------------------------------------------------------------------
Net increase (decrease) 1,924,696 492,854 (253,470) (448,242) 391,097 16,465,158
Net assets available for benefits:
Beginning of period 4,179,494 31,456,309 853,160 2,647,666 477,104 118,398,048
-------------------------------------------------------------------------------
End of period 6,104,190 31,949,163 599,690 2,199,424 868,201 134,863,206
===============================================================================
</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
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 all eligible employees of the Company to
contribute on a pre-tax basis up to 12% of their compensation, subject to a
statutory limit. All employees of the Company are eligible to participate in
the Plan. 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,
1998, eligible investments included the following funds:
Vanguard 500 Index Fund - Seeks to provide long-term growth of capital and
- ------------------------
income from dividends by holding all of the 500 stocks that make up the
unmanaged Standard & Poor's 500 Composite Stock Price Index, a widely recognized
benchmark of U.S. stock market performance.
Vanguard Explorer Fund - Seeks to provide long-term growth of capital by
- ----------------------
investing in a diversified group of small-company stocks with prospects for
above-average growth.
Vanguard International Growth Fund - Seeks to provide long-term growth of
- -----------------------------------
capital by investing in stocks of high-quality, seasoned companies based outside
the United States. Stocks are selected from more than 15 countries.
Vanguard Long-Term Corporate Fund - Seeks to provide a high and sustainable
- ----------------------------------
level of interest income by investing primarily in a diversified group of long-
term bonds issued by corporations with strong credit ratings.
Vanguard Morgan Growth Fund - Seeks long-term growth of capital by investing
- ---------------------------
primarily in stocks of large and mid-sized companies that have strong records of
growth in sales and earnings or that have performed well during certain market
cycles.
Vanguard Prime Money Market Fund - Seeks to provide high income and a stable
- ---------------------------------
share price of $1 by investing in short-term, high-quality money market
instruments issued by financial institutions, nonfinancial corporations, the
U.S. government, and federal agencies.
Vanguard PRIMECAP Fund - Seeks long-term growth of capital by investing in
- ----------------------
stocks of companies with above-average prospects for continued earnings growth,
strong industry positions, and skilled management teams.
5
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Vanguard Wellington Fund - Seeks to provide income and long-term growth of
- ------------------------
capital without undue risk to capital by investing about 65% of its assets in
stocks and the remaining 35% in bonds.
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. Each unit represents a portion of
ownership in the fund. As of December 31, 1998 and 1997, each fund unit was
valued at $4.81 and $7.77, respectively. These values are based on the year end
market value of the fund's total employer securities and short-term investment
in Vanguard Money Market Reserves, increased by any fund receivables and
decreased by any fund payables. The resulting sum is then divided by the total
number of outstanding units in the Company stock fund to obtain a daily value
per fund unit.
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, 1998 and 1997, Plan
participants owned 417,176 and 369,333 shares, respectively, of ICF Kaiser Stock
with per share fair values of $1.44 and $2.31, 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.
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. Assets
transferred in from other employer qualifed plans as a result of acquisitions
made by the Company have been presented as "Asset transfers from other plans."
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.
6
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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.
Participants may borrow up to half of their account balance within guidelines
established by the Plan Committee. Loans accrue interest at the prime rate of
the Federal Reserve 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 loan balance has been shown net of reserves established for
delinquent loans. Loans are determined to be delinquent if there has been no
repayment activity for ninety days.
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.
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. Such estimates include those regarding fair value.
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 statements 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
On October 2, 1998, the Internal Revenue Service ruled that the Plan and related
trust qualified under Section 401(a) of the Internal Revenue Code. Therefore,
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. Management
believes that amendments adopted since receipt of the determination letter do
not effect the tax status of the Plan.
7
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
SUPPLEMENTAL SCHEDULES
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,
---------------------------------------
1998 1997
<S> <C> <C>
Net assets available for benefits per the financial statements $134,863,206 $118,398,048
Amounts allocated to withdrawing participants (645,500) (941,812)
------------ ------------
Net assets available for benefits per the Form 5500 $134,217,706 $117,456,236
============ ============
</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,
---------------------------------------
1998 1997
<S> <C> <C>
Benefits paid to participants per the financial statements $16,699,184 $10,862,215
Add: Amounts allocated to withdrawing participants for
the current plan year 645,500 941,812
Less: Amounts allocated to withdrawing participants for
the prior plan year (941,812) (149,580)
----------- -----------
Benefits paid to participants per Form 5500 $16,402,872 $11,654,447
=========== ===========
</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, 1998
<TABLE>
<CAPTION>
Identity of Issuer, Borrower, Lessor, or Similar Current
Party Number of Shares Cost Value
or Units
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mutual Funds:
Vanguard 500 Index Fund * 356,479 shares $22,334,099 $ 40,620,829
Vanguard Explorer Fund * 44,941 shares 2,395,949 2,548,622
Vanguard International Growth Fund * 190,238 shares 3,188,871 3,570,769
Vanguard Long-Term Corporate Fund * 867,773 shares 7,709,413 8,061,612
Vanguard Morgan Growth Fund * 1,047,397 shares 15,983,537 20,654,666
Vanguard Prime Money Market Fund * 17,686,040 shares 17,686,040 17,686,040
Vanguard PRIMECAP Fund * 128,078 shares 4,870,957 6,104,190
Vanguard Wellington Fund * 1,088,558 shares 26,335,628 31,949,163
----------------------
Total Mutual Funds 131,195,891
Pooled Funds:
ICF Kaiser Stock Fund * 124,676 units 939,266 599,690
Loans to participants * :
Bearing interest ranging from 6% to 10%
and maturing at various dates through
December 2008 0 2,199,424
----------------------
Total Assets Held for Investment Purposes $133,995,005
======================
</TABLE>
* Denotes a party in interest
9
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
SUPPLEMENTAL SCHEDULES
LINE 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
as of December 31, 1998
<TABLE>
<CAPTION>
Amount received during
reporting year
-----------------------------
(a) (b) Identity and address (c) Original (d) (e) (f) Unpaid balance
(n/a) of obligor amount of loan Principal Interest at end of year
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Abella, Milagros Apilado n/a n/a n/a $ 477.30
Adams, Ronald F n/a n/a n/a 3,592.39
Adranly, Samar H n/a n/a n/a 6,386.39
Baresel, Richard n/a n/a n/a 1,301.96
Bateman, Jeffrey A n/a n/a n/a 6,134.83
Blank, Logan M n/a n/a n/a 4,704.95
Boag, Michael n/a n/a n/a 36.85
Bond, Tiffany K n/a n/a n/a 996.66
Bowen, Vicki n/a n/a n/a 318.53
Bravo, Dennis G n/a n/a n/a 4,036.27
Brizzolara, Carolyn n/a n/a n/a 918.85
Bross, John F n/a n/a n/a 1,209.36
Brown Jr, George F n/a n/a n/a 37,773.32
Brush, Kathleen M n/a n/a n/a 7,896.46
Brusher, John F n/a n/a n/a 6,302.73
Buckley Criner, Cheryl n/a n/a n/a 1,524.57
Burruss Jr, Lincoln M n/a n/a n/a 1,885.46
Cruz, Reynaldo A n/a n/a n/a 1,793.83
Curley, Joseph M n/a n/a n/a 678.67
Daily, Alfred J n/a n/a n/a 23,689.94
Davenport Jr. Russell S. n/a n/a n/a 5,298.50
Devens, Michael W n/a n/a n/a 4,720.44
Ehrsam, Christina A n/a n/a n/a 1,901.78
Ellegood, Michael S n/a n/a n/a 10,390.14
Emminger, William J n/a n/a n/a 82.57
Ford, Gregory H n/a n/a n/a 506.88
George, Harold B n/a n/a n/a 721.31
Gibbs Jr, Henry B n/a n/a n/a 3,319.42
Gibbs, David M n/a n/a n/a 360.44
Giddings, Edward F n/a n/a n/a 502.50
Goodman, Matthew n/a n/a n/a 2,079.49
Graffam, Julia C n/a n/a n/a 3,385.60
Graham, J. Gail n/a n/a n/a 7,535.82
Haney, Susan B n/a n/a n/a 35.00
Hanusch, William J n/a n/a n/a 1,832.10
Hathaway II, Alden M n/a n/a n/a 2,370.16
Hayes, John A n/a n/a n/a 4,685.94
Hogg, Mary Lee n/a n/a n/a 5,575.95
Hopper Jr., William Brown n/a n/a n/a 5,710.60
Jackson, Beverly S n/a n/a n/a 1,200.37
Jakobsche, Joseph C n/a n/a n/a 6,045.00
Jaufmann, Josef n/a n/a n/a 336.60
Johnson, Darin P n/a n/a n/a 9,086.35
Kaizer, Vaughn H n/a n/a n/a 270.54
Kemp, Harold Ray n/a n/a n/a 637.11
Kentner, Zeny Z n/a n/a n/a 14,998.14
Kuzemka, Kevin Joseph n/a n/a n/a 1,317.38
Larson, Mark A n/a n/a n/a 2,971.90
Lewis, Deborah L n/a n/a n/a 7,879.88
Lindelof, Douglas H n/a n/a n/a 1,443.13
Luckoski, Stan M n/a n/a n/a 1,051.14
Lydon, Nancy M n/a n/a n/a 3,816.68
Maline, Alan J n/a n/a n/a 891.53
Mangum, Sylvia King n/a n/a n/a 4,055.29
Mayberry, Lloyd n/a n/a n/a 836.48
McCann, Gerald P n/a n/a n/a 8,289.45
<CAPTION>
Amount overdue
------------------------
(g) Detailed description of loan, including (h) (i)
dates of making and maturity, interest rate, Principal Interest
the type and value of collateral, any
renegotiation of the loan and the terms of
the renegotiation and other material items
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Abella, Milagros Apilado Participant loan n/a n/a
Adams, Ronald F Participant loan n/a n/a
Adranly, Samar H Participant loan n/a n/a
Baresel, Richard Participant loan n/a n/a
Bateman, Jeffrey A Participant loan n/a n/a
Blank, Logan M Participant loan n/a n/a
Boag, Michael Participant loan n/a n/a
Bond, Tiffany K Participant loan n/a n/a
Bowen, Vicki Participant loan n/a n/a
Bravo, Dennis G Participant loan n/a n/a
Brizzolara, Carolyn Participant loan n/a n/a
Bross, John F Participant loan n/a n/a
Brown Jr, George F Participant loan n/a n/a
Brush, Kathleen M Participant loan n/a n/a
Brusher, John F Participant loan n/a n/a
Buckley Criner, Cheryl Participant loan n/a n/a
Burruss Jr, Lincoln M Participant loan n/a n/a
Cruz, Reynaldo A Participant loan n/a n/a
Curley, Joseph M Participant loan n/a n/a
Daily, Alfred J Participant loan n/a n/a
Davenport Jr. Russell S. Participant loan n/a n/a
Devens, Michael W Participant loan n/a n/a
Ehrsam, Christina A Participant loan n/a n/a
Ellegood, Michael S Participant loan n/a n/a
Emminger, William J Participant loan n/a n/a
Ford, Gregory H Participant loan n/a n/a
George, Harold B Participant loan n/a n/a
Gibbs Jr, Henry B Participant loan n/a n/a
Gibbs, David M Participant loan n/a n/a
Giddings, Edward F Participant loan n/a n/a
Goodman, Matthew Participant loan n/a n/a
Graffam, Julia C Participant loan n/a n/a
Graham, J. Gail Participant loan n/a n/a
Haney, Susan B Participant loan n/a n/a
Hanusch, William J Participant loan n/a n/a
Hathaway II, Alden M Participant loan n/a n/a
Hayes, John A Participant loan n/a n/a
Hogg, Mary Lee Participant loan n/a n/a
Hopper Jr., William Brown Participant loan n/a n/a
Jackson, Beverly S Participant loan n/a n/a
Jakobsche, Joseph C Participant loan n/a n/a
Jaufmann, Josef Participant loan n/a n/a
Johnson, Darin P Participant loan n/a n/a
Kaizer, Vaughn H Participant loan n/a n/a
Kemp, Harold Ray Participant loan n/a n/a
Kentner, Zeny Z Participant loan n/a n/a
Kuzemka, Kevin Joseph Participant loan n/a n/a
Larson, Mark A Participant loan n/a n/a
Lewis, Deborah L Participant loan n/a n/a
Lindelof, Douglas H Participant loan n/a n/a
Luckoski, Stan M Participant loan n/a n/a
Lydon, Nancy M Participant loan n/a n/a
Maline, Alan J Participant loan n/a n/a
Mangum, Sylvia King Participant loan n/a n/a
Mayberry, Lloyd Participant loan n/a n/a
McCann, Gerald P Participant loan n/a n/a
</TABLE>
n/a - Information is not available from The Vanguard Group, trustee
10
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401(k) PLAN
SUPPLEMENTAL SCHEDULES
LINE 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
as of December 31, 1998
<TABLE>
<CAPTION>
Amount received during
reporting year
-----------------------------
(a) (b) Identity and address (c) Original (d) (e) (f) Unpaid balance
(n/a) of obligor amount of loan Principal Interest at end of year
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
McCann, Young Su n/a n/a n/a $ 582.97
McGee, Willie S n/a n/a n/a 5,705.00
McKibben, Fran G n/a n/a n/a 464.38
Meyer, Chris R n/a n/a n/a 1,909.18
Miegel, Ralph C n/a n/a n/a 4,458.78
Miller, Janie S n/a n/a n/a 9,062.29
Milner, Lindy n/a n/a n/a 4,590.40
Nemati, Kamran M n/a n/a n/a 7,226.53
Oliver, Bruce E n/a n/a n/a 7,433.87
Page, Anthony W n/a n/a n/a 675.19
Pennetti, George J n/a n/a n/a 2,810.50
Perez Jr, Eduardo n/a n/a n/a 1,366.15
Peterson, Arthur H n/a n/a n/a 9,261.21
Plotkin, Debra R n/a n/a n/a 900.00
Prol, Howard K n/a n/a n/a 1,583.72
Purchacchio, Robert L n/a n/a n/a 72.01
Ramos, Karen Silva n/a n/a n/a 944.07
Randrianarivelo, Marc H n/a n/a n/a 6,726.37
Reece, Christopher n/a n/a n/a 6,268.46
Richardella, robert E n/a n/a n/a 6,093.26
Rose, Roger M n/a n/a n/a 889.66
Sannareddy, Ravindra n/a n/a n/a 2,632.04
Sato, May Wong n/a n/a n/a 11,084.35
Scanlan, Richard W n/a n/a n/a 11,221.30
Shin, Harry n/a n/a n/a 88.87
Simmer, Mary Ann n/a n/a n/a 151.83
Singn, Ravinder n/a n/a n/a 1,794.85
Skinner Jr, Henry R n/a n/a n/a 383.75
Soto-Rosa, Gustavo J n/a n/a n/a 4,227.67
Strickland, Mark F n/a n/a n/a 1,118.37
Taylor, Eric D n/a n/a n/a 2,381.70
Toloczko, Matthew A n/a n/a n/a 7,535.20
Trudell, Craig J n/a n/a n/a 2,986.27
Valdes, Vincent n/a n/a n/a 16,726.31
Vitiello, Terese A n/a n/a n/a 4,782.44
Weber, George R n/a n/a n/a 1,790.42
White, Tony L n/a n/a n/a 2,775.62
Whitford, Charles L n/a n/a n/a 41.83
Williams, Timek N n/a n/a n/a 819.29
<CAPTION>
Amount overdue
------------------------
(g) Detailed description of loan, including (h) (i)
dates of making and maturity, interest rate, Principal Interest
the type and value of collateral, any
renegotiation of the loan and the terms of
the renegotiation and other material items
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
McCann, Young Su Participant loan n/a n/a
McGee, Willie S Participant loan n/a n/a
McKibben, Fran G Participant loan n/a n/a
Meyer, Chris R Participant loan n/a n/a
Miegel, Ralph C Participant loan n/a n/a
Miller, Janie S Participant loan n/a n/a
Milner, Lindy Participant loan n/a n/a
Nemati, Kamran M Participant loan n/a n/a
Oliver, Bruce E Participant loan n/a n/a
Page, Anthony W Participant loan n/a n/a
Pennetti, George J Participant loan n/a n/a
Perez Jr, Eduardo Participant loan n/a n/a
Peterson, Arthur H Participant loan n/a n/a
Plotkin, Debra R Participant loan n/a n/a
Prol, Howard K Participant loan n/a n/a
Purchacchio, Robert L Participant loan n/a n/a
Ramos, Karen Silva Participant loan n/a n/a
Randrianarivelo, Marc H Participant loan n/a n/a
Reece, Christopher Participant loan n/a n/a
Richardella, robert E Participant loan n/a n/a
Rose, Roger M Participant loan n/a n/a
Sannareddy, Ravindra Participant loan n/a n/a
Sato, May Wong Participant loan n/a n/a
Scanlan, Richard W Participant loan n/a n/a
Shin, Harry Participant loan n/a n/a
Simmer, Mary Ann Participant loan n/a n/a
Singn, Ravinder Participant loan n/a n/a
Skinner Jr, Henry R Participant loan n/a n/a
Soto-Rosa, Gustavo J Participant loan n/a n/a
Strickland, Mark F Participant loan n/a n/a
Taylor, Eric D Participant loan n/a n/a
Toloczko, Matthew A Participant loan n/a n/a
Trudell, Craig J Participant loan n/a n/a
Valdes, Vincent Participant loan n/a n/a
Vitiello, Terese A Participant loan n/a n/a
Weber, George R Participant loan n/a n/a
White, Tony L Participant loan n/a n/a
Whitford, Charles L Participant loan n/a n/a
Williams, Timek N Participant loan n/a n/a
</TABLE>
n/a - Information is not available from The Vanguard Group, trustee
11
<PAGE>
ICF KAISER INTERNATIONAL, INC.
SECTION 401 (k) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
Plan assets at January 1, 1998 -- $ 118,398,048
5% -- $ 5,919,902
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
issue in excess of 5%:
<TABLE>
<CAPTION>
====================================================================================================================================
Number of Transactions
Purchase Selling
Identity of Issuer Description of Asset Purchases Sales Price Price Cost
- ---------------------------------------------------------------------------------------------------------------------------------
<S>
The Vanguard Group Vanguard 500 Index Trust 182 $8,790,481
The Vanguard Group Vanguard 500 Index Trust 172 $8,656,919 $5,877,962
The Vanguard Group Vanguard Prime Money Market Fund 209 9,314,059
The Vanguard Group Vanguard Prime Money Market Fund 173 7,746,655 7,746,655
The Vanguard Group Vanguard Wellington Fund 145 7,341,310
The Vanguard Group Vanguard Wellington Fund 173 6,874,426 5,245,887
=================================================================================================================================
<CAPTION>
====================================================================================================================================
Current Net
Identity of Issuer Description of Asset Value Gain/(Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Vanguard Group Vanguard 500 Index Trust $8,790,481
The Vanguard Group Vanguard 500 Index Trust 8,656,919 $2,778,957
The Vanguard Group Vanguard Prime Money Market Fund 9,314,059
The Vanguard Group Vanguard Prime Money Market Fund 7,746,655 -
The Vanguard Group Vanguard Wellington Fund 7,341,310
The Vanguard Group Vanguard Wellington Fund 6,874,426 1,628,539
====================================================================================================================================
</TABLE>
IV. Transactions with respect to securities with a person if any
prior or subsequent transaction with such person exceeded 5%:
None.
12
<PAGE>
Exhibit Description of Exhibit
- ------- ----------------------
No. 23 Consent of PricewaterhouseCoopers LLP (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)
and
Amendment No. 4 dated April 19, 1999
and
Amendment No. 5 dated May 20, 1999
SIGNATURES
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
ICF Kaiser International, Inc.
Plan Administrator
By: ______________________________________________
Marijo L. Ahlgrimm
Vice President & Controller
Date : June 28, 1999
13
<PAGE>
Exhibit No. 23
CONSENT OF INDEPENDENT ACCOUNTANTS
ICF Kaiser International, Inc. 401(k) Plan Committee
Fairfax, Virginia
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-51460) of ICF Kaiser International, Inc. of our
report dated June 28, 1999 relating to the financial statements, which appears
in this Form 11-K.
PricewaterhouseCoopers LLP
McLean, Virginia
June 28, 1999
<PAGE>
Exhibit No. 99
FOURTH AMENDMENT
TO THE
ICF KAISER INTERNATIONAL, INC.
SECTION 401(K) PLAN
WHEREAS, the ICF Kaiser International, Inc. Section 401(k) Plan
(hereinafter referred to as the "Plan") was established effective as of March 1,
1989, by ICF Kaiser International, Inc. (hereinafter referred to as the
"Company"); and
WHEREAS, the Plan was most recently restated as of January 1, 1998; and
WHEREAS, the restated Plan was amended subsequently on three
occasions; and
WHEREAS, the Company desires to amend the Plan again to comply with
recent tax legislation, to reflect various administrative changes, and to
accommodate certain divestitures;
NOW, THEREFORE, effective as of April 7, 1999, unless specifically
provided otherwise, the Plan is hereby amended in the respects hereinafter set
forth.
1. Section 1.6 of the Plan is hereby amended to provide as follows:
1.6 "Closing" shall mean the consummation of a transaction in
which the Company disposes of (i) substantially all of the
assets used by the Company in a trade or business of the
Company, or (ii) the Company's interest in a subsidiary.
2. The last sentence of the second paragraph of Section 1.9 of the
Plan is hereby deleted effective as of January 1, 1997.
3. Paragraph (e) of Section 1.12 of the Plan is hereby amended
effective January 1, 1997, to provide as follows:
(e) a leased employee who pursuant to Section 414(n)(2)
of the Code means any person (other than a person who is an
employee without regard to this Paragraph (e)) engaged in
performing services for a Member of the Controlled Group (the
"recipient") pursuant to an agreement between the recipient
and any other person ("Leasing Organization") who meets the
following requirements:
(i) he has performed services for one or more
Members of the Controlled Group (or for any other
"related persons" determined in accordance with Section
414(n)(6) of the Code) on a substantially full-time basis
for a period of at least one year;
EX99-1
<PAGE>
(ii) such services are under the primary direction
or control of the recipient; and
(iii) he is not participating in a "safe harbor
plan" of the Leasing Organization. (For this purpose a
"safe harbor plan" is a plan that satisfies the
requirements of Section 414(n)(5) of the Code, which will
generally be a money purchase pension plan with a
nonintegrated company contribution rate of at least 10%
of compensation and which provides for immediate
participation and full and immediate vesting).
A person who is a leased employee shall also be considered an
employee of a Member of the Controlled Group during such
period (and solely for the purpose of determining length of
service for vesting purposes, and shall also be considered to
have been an employee for any earlier period in which he was a
leased employee) but shall not be a Participant and shall not
otherwise be eligible to become covered by the Plan during any
period in which he is a leased employee. Notwithstanding the
foregoing, the sole purpose of this Paragraph (e) is to define
and apply the term "leased employee" strictly (and only) to
the extent necessary to satisfy the minimum requirements of
Section 414(n) of the Code relating to "leased employees.
4. Section 1.18 of the Plan is hereby amended effective January 1,
1997, to provide as follows:
1.18 [Reserved]
5. Section 1.20 of the Plan is hereby amended effective January 1,
1997, to provide as follows:
1.20 "Highly-Compensated Employee" shall mean any Employee of
the Company or a Member of a Controlled Group for a Plan Year
who:
(a) during the immediately preceding Plan Year, received
compensation (as defined in Section 4.3(b)(ii) of the Plan
without regard to Sections 125, 402(e)(3) and 402(h)(1)(B) of the
Code) in excess of $80,000 (such dollar limitation shall be
adjusted automatically in accordance with the maximum amount
permitted under Section 414(q) of the Code); or
(b) during such Plan Year or during the immediately
preceding Plan Year owned directly or indirectly 5% or more of
the Company or a Member of a Controlled Group (so that he is a
"5% owner" as defined in Section 416(i)(1) of the Code);
A former Employee shall be treated as a Highly Compensated
Employee if such Employee was a Highly Compensated Employee
when such Employee separated from service or such Employee was
a Highly Compensated Employee at any time after attaining age
55. Notwithstanding the foregoing provisions of this
paragraph, the sole purpose of this Section 1.17 is to define
and apply the term Highly-Compensated Employee strictly (and
only) to the extent necessary to satisfy the minimum
requirements of Section 414(q) of the Code
EX99-2
<PAGE>
relating to "highly-compensated employees." This Section 1.17
shall be interpreted, applied and, if and to the extent
necessary, deemed modified without formal amendments of language,
so as to satisfy solely the minimum requirements of Section
414(q) of the Code.
6. Section 1.26 of the Plan is hereby amended effective January 1,
1997, to provide as follows:
1.26 "Non-Highly Compensated Participant" shall mean any
Participant who is not a Highly Compensated Participant.
7. Section 1.38 of the Plan is hereby amended effective January 1,
1997, to provide as follows:
1.38 [Reserved]
8. Section 2.5 of the Plan is hereby amended to provide as follows:
2.5 Qualified Military Service and Compliance with Uniformed
--------------------------------------------------------
Services Employment and Reemployment Rights Act.
-----------------------------------------------
Notwithstanding any provision of the Plan to the contrary,
effective as of December 12, 1994, contributions, benefits,
and service credit with respect to Qualified Military Service
shall be provided in accordance with Section 414(u) of the
Code.
9. Article II of the Plan is hereby amended by the addition of
Section 2.6 at the end thereof to provide as follows:
2.6 Cessation of Coverage of Certain Participants. Effective
---------------------------------------------
as of the date of the Closing with respect to the sale of the
Environment and Facilities Management Group ("EFM Group") of
the Company to The IT Group, Inc., coverage under the Plan
shall be closed to any individual employed by, or at a
facility of, the EFM Group and effective as of the date of the
Closing with respect to the sale of the stock of ICF
Consulting Group, Inc. ("ICF Consulting Group") to CM Equity
Partners, L.P., CMEP Coinvestment ICF, L.P. and various
individuals, coverage under the Plan shall be closed to any
individual employed by, or at a facility of, ICF Consulting
Group.
10. Section 4.4 is hereby amended effective January 1, 1998, to
provide as follows:
4.4 Limitation on Benefits.
----------------------
(a) Incorporation of Section 415 of the Code. The
----------------------------------------
provisions set forth in this Section 4.4 are intended solely
to comply with the requirements of Section 415 of the Code and
shall be interpreted, applied, and if and to the extent
necessary deemed modified without further formal language so
as to satisfy solely the minimum requirements of said Section.
For such purposes, the
EX99-3
<PAGE>
limitations of Section 415 of the Code are hereby incorporated by
reference and made part hereof as though fully set forth herein,
but shall be applied only to particular Plan benefits in
accordance with the provisions of this Section 4.4, to the extent
such provisions are not consistent with said Section 415. The
limitations contained in this Section 4.4 shall be applicable
only with respect to benefits provided pursuant to defined
contribution plans and defined benefit plans specified in Section
415(k) of the Code.
(b) Definitions. For purposes of this Section 4.4,
-----------
the following definitions shall apply in addition to those set
forth in Article I:
(i) The term "Annual Additions" shall mean
the amount defined in Section 415 (c)(2) of the Code.
(ii) The term "Annual Benefit" shall mean
the benefit amount defined in Section 415(b)(2)(A) of
the Code as adjusted pursuant to the provisions of
Section 415(b)(2)(B), (C), (D), and (E) of the Code.
(iii) The term "Compensation" shall mean
compensation as defined in Section 415(c)(3) of the
Code.
(iv) The term "Defined Benefit Fraction" for
any Limitation Year beginning prior to January 1,
2000, shall mean the fraction defined in Section
415(e)(2) of the Code.
(v) The term "Defined Contribution Fraction"
for any Limitation Year beginning prior to January 1,
2000, shall mean the fraction defined in Section
415(e)(3) of the Code.
(vi) The term "Employer" shall mean the
Company and all Members of a Controlled Group;
provided, however, that for purposes of applying the
limitations of this Section 4.4 with respect to
Limitation Years after December 31, 1999, "50
percent" rather than "80 percent" shall be used in
determining Member of a Controlled Group defined
under Section 414(b) and Section 414(c) of the Code.
(vii) The term "Excess Amount" shall mean
the excess of the Participant's Annual Additions for
a Limitation Year over the Defined Contribution
Maximum Permissible Amount.
(viii) The term "Highest Average
Compensation" shall mean the average Compensation for
the three consecutive calendar years during which the
Participant was an active Participant in the Plan and
had the greatest aggregate Compensation from the
Employer.
EX99-4
<PAGE>
(ix) The term "Limitation Year" shall mean a
calendar year or such other 12-month period elected
by the Company pursuant to regulations and rulings
under Section 415 of the Code.
(x) The term "Defined Contribution Maximum
Permissible Amount" shall mean Annual Additions of a
Participant which do not exceed the lesser of (i)
$30,000 (adjusted in accordance with regulations
prescribed by the Secretary of the Treasury for
increases in the cost of living), or (ii) 25 percent
of such Participant's Compensation paid for such
Limitation Year as set forth in Section 415(e)(1) of
the Code. If a short Limitation Year is created
because of an amendment changing the Limitation Year
to a different 12-month consecutive period, such
Annual Additions shall not exceed $30,000 multiplied
by a fraction, the numerator of which is the number
of months in the short Limitation Year and the
denominator of which is 12.
(xi) The term "Defined Benefit Maximum
Permissible Amount" shall mean the Annual Benefit of
a Participant which does not exceed the lesser of
$90,000 or 100 percent of the Participant's Highest
Average Compensation as set forth in Section
415(b)(1) of the Code.
(xii) The term "Projected Annual Benefit"
shall mean the annual retirement benefit of a
Participant attributable to Employer contributions
which would be payable to such Participant under a
plan based on the assumptions that he continues his
employment as a Participant until the Social Security
Retirement Age and that his Compensation for the
Limitation Year continues at the same rate until the
Social Security Retirement Age, and on the basis of
the federal Social Security Act as in effect on the
last day of the Limitation Year. A Participant's
"aggregate Projected Annual Retirement Benefit" shall
include his Projected Annual Benefit, if any, under
any other defined benefit plan maintained by the
Employer.
(xiii) The term "Social Security Retirement
Age" shall mean the age used as the retirement age
under Section 216(l) of the federal Social Security
Act, without regard to any age increase factor and as
if the early retirement age under Section 216(l)(2)
were 62.
(c) Limitations on Allocations Under the Plan.
-----------------------------------------
Notwithstanding any other provision of the Plan to the
contrary, the amount of Annual Additions which may be credited
to the Participant's Account for any Limitation Year shall not
exceed the lesser of the Defined Contribution Maximum
Permissible Amount or any other limitation contained in the
Plan. If the Annual Additions to the Account of a Participant
in any Limitation Year would otherwise
EX99-5
<PAGE>
exceed such amount, the Excess Amount shall be disposed of by
reducing the Salary Deferrals of a Participant and
corresponding matching Employer contributions and forfeitures
otherwise allocable to the Participant's Account for the
Limitation Year. Amounts deemed to be forfeitures under this
Paragraph (c) shall be held unallocated in a suspense account
established for the Limitation Year and shall be applied
against the Employer's contribution obligation for the next
following Limitation year (and succeeding Limitation Years, as
necessary). If a suspense account is in existence at any time
during a Limitation Year, all amounts in the suspense account
must be allocated to Participants' Accounts (subject to the
limitations set for in this Section 4.4 ) before any further
Employer contributions may be made to the Plan on behalf of
Participants. If a suspense account is in existence at any
time during a Limitation Year pursuant to this Section 4.4, it
will not participate in the allocation of the investment gains
and losses on the Plan's assets.
(d) Limitation for Multiple Defined Contribution Plan
-------------------------------------------------
Participation. If a Participant is covered by any other
-------------
qualified defined contribution plan (whether or not
terminated) maintained by the Employer concurrently with the
Plan, and if the Annual Additions for the Limitation Year
would otherwise exceed the amount that may be applied for the
Participant's benefit under the limitation contained in
Section 4.4(c), such excess shall be reduced by first
returning any employer contributions made with respect to the
Participant under an employee stock ownership plan and then by
returning the Salary Deferrals made on behalf of the
Participant for the Limitation Year under this Plan and
corresponding matching Employer contributions and the income
attributable thereto as provided in Section 4.4(c). If the
limitation contained in Section 4.4(c) is still not satisfied
after returning all of such contributions, then the Employer
contributions and forfeitures for the Limitation Year under
any other plans that have been contributions and forfeitures
for the Limitation Year under such other plans that have been
allocated to the Participant shall be reduced and disposed of
as provided in any such other plans.
(e) Limitation for Defined Benefit Plan
-----------------------------------
Participation. For Limitation Years beginning prior to January
-------------
1, 2000, if a Participant in the Plan is also covered by a
qualified defined benefit plan (whether or not terminated)
maintained by the Employer, in no event shall the sum of the
Defined Benefit Fraction and the Defined Contribution Fraction
exceed 1.0 in any Limitation Year.
(f) Scope of Limitations. The limitations contained
--------------------
in Paragraphs (c), (d), and (e) of this Section 4.4 shall be
applicable only with respect to benefits provided pursuant to
defined contribution plans and defined benefit plans described
in Section 415(k) of the Code and all such defined
contribution plans (whether or not terminated) of the Employer
shall be treated as one defined contribution plan and all such
EX99-6
<PAGE>
defined benefit plans (whether or not terminated) of the
Employer shall be treated as one defined benefit plan.
11. Sections 4.5 and 4.6 of the Plan are hereby deleted effective
January 1, 1998, in their entirety.
12. Article V of the Plan is hereby amended effective January 1,
1998, to provide as follows:
ARTICLE V
TOP-HEAVY PROVISIONS
--------------------
5.1 Applicability. Notwithstanding any other provision to the
-------------
contrary, in the event the Plan is deemed to be a top-heavy
plan for any Plan Year, the provisions contained in this
Article V with respect to vesting and contributions made by
the Employer shall be applicable with respect to such Plan
Year. In the event that the Plan is determined to be a
top-heavy plan and upon a subsequent determination date is
determined to no longer be a top-heavy plan, the vesting and
the contribution provisions in effect immediately preceding
the Plan Year in which the Plan was determined to be a
top-heavy plan shall again become applicable as of such
subsequent determination date.
5.2 Top-Heavy Definitions. Notwithstanding the definitions
---------------------
set forth in Article I, the following definitions shall be
applicable to this Article V.
(a) The term "Compensation" shall have the meaning
------------
set forth in Treas. Reg. Section 1.415-2(d).
(b) The term "Determination Date" shall mean for any
------------------
Plan Year subsequent to the first Plan Year, the last day of
the preceding Plan Year and for the first Plan Year of the
Plan, the last day of that Plan Year.
(c) The term "Employer" shall mean the Company and
--------
all Members of a Controlled Group.
(d) The term "Key Employee" shall mean any Employee
------------
or former Employee (and the beneficiaries of such Employer)
who at any time during the Plan Year and any of the four
preceding Plan Years was an officer of the Employer with
annual compensation greater than 50 percent of the dollar
limitation under Section 415(b)(1)(A) of the Code, an owner
(or considered an owner) under Section 318 of the Code) of one
of the ten largest interests in the Employer with compensation
greater than 100 percent of the limitation under Section
415(b)(1)(A) of the Code, a 5 percent owner of the Employer,
or a 1 percent owner of the Employer with annual compensation
of more than $150,000.
EX99-7
<PAGE>
(e) The term "Permissive Aggregation Group" shall
----------------------------
mean the Required Aggregation Group of plans plus any other
plan or plans of the Employer which, when considered as a
group with the Required Aggregation Group, would continue to
satisfy the requirements of Section 401(a)(4) and 410 of the
Code.
(f) The term "Present Value" shall mean for purposes
-------------
of computing present value calculations in determining the
Top-Heavy Ratio, present value calculations based on the
actuarial assumptions as stated in the applicable plan.
(g) The term "Required Aggregation Group" shall mean
--------------------------
(a) each tax qualified plan of the Employer in which at least
one Key Employee participates or participated at any time
during the determination period (regardless of whether the
plan terminated), and (b) any other tax qualified plan of the
Employer which enables a plan described in clause (a) to meet
the requirements of Section 401(a)(4) or 410 of the Code.
(h) The term "Super Top-Heavy Group" with respect to
---------------------
a particular Plan Year shall mean a Required or Permissive
Aggregation Group that, as of the Determination Date, would
qualify as a Top-Heavy Group under the definition in Paragraph
(j) of this Section 5.2 with "90 percent" substituted for "60
percent" each place where "60 percent" appears in such
definition.
(i) The term "Super Top-Heavy Plan" with respect to a
--------------------
particular Plan Year shall mean a plan that, as of the
Determination Date, would qualify as a Top-Heavy Plan under
the definition in Paragraph (k) of this Section 5.2 with "90
percent" substituted for "60 percent" each place where "60
percent" appears in such definition. A plan is also a "Super
Top-Heavy Plan" if it is part of a Super Top-Heavy Group.
(j) The term "Top-Heavy Group" with respect to a
---------------
particular Plan Year shall mean a Required or Permissive
Aggregation Group if the sum, as of the Determination Date, of
the present value of the cumulative accrued benefits for Key
Employees under all defined benefit plans included in such
group and the aggregate of the account balances of Key
Employees under all defined contribution plans included in
such group exceeds 60 percent of a similar sum determined for
all employees covered by the plans included in such group.
(k) The term "Top-Heavy Plan" with respect to a
--------------
particular Plan Year shall mean the Plan if any of the
following conditions exist:
(i) If the Top-Heavy Ratio for the Plan
exceeds 60 percent and the Plan is not part of any
Required Aggregation Group or Permissive Aggregation
Group of plans.
EX99-8
<PAGE>
(ii) If the Plan is a part of a Required
Aggregation Group of plans but not part of a
Permissive Aggregation Group and the Top-Heavy Ratio
for the group of plans exceeds 60 percent.
(iii) If the Plan is a part of a Required
Aggregation Group and part of a Permissive
Aggregation Group of plans and the Top-Heavy Ratio
for the Permissive Aggregation Group exceeds 60
percent.
(l) The term "Top-Heavy Ratio" shall mean:
---------------
(i) While the Employer maintains one or more
defined contribution plans (including any simplified
employee pension plan) and the Employer has not
maintained any defined benefit plan which during the
5-year period ending on the Determination Date has or
has had accrued benefits, the Top-Heavy Ratio for the
Plan alone or for the Required or Permissive
Aggregation Group, as appropriate, is a fraction, the
numerator of which is the sum of the account balances
of all Key Employees as of the Determination Date
(including any part of any account balance
distributed in the five-year period ending on the
Determination Date), and the denominator of which is
the sum of all account balances (including any part
of any account balance distributed in the five-year
period ending on the Determination Date), both
computed in accordance with Section 416 of the Code.
Both the numerator and denominator of the Top-Heavy
Ratio are adjusted to reflect any contribution not
actually made as of the Determination Date, but which
is required to be taken into account on that date
under Section 416 of the Code.
(ii) While the Employer maintains one or
more defined contribution plans (including any
simplified employee pension plans) and the Employer
maintains or has maintained one or more defined
benefit plans which during the five-year period
ending on the Determination Date has or has had any
accrued benefits, the Top-Heavy Ratio for any
Required or Permissive Aggregation Group as
appropriate is a fraction, the numerator of which is
the sum of account balances under the aggregated
defined contribution plan or plans for all Key
Employees, determined in accordance with subparagraph
(i) above, and the present value of accrued benefits
under the aggregated defined benefit plan or plans
for all Key Employees as of the Determination Date,
and the denominator of which is the sum of the
account balances under the aggregated defined
contribution plan or plans for all participants,
determined in accordance with subparagraph (i) above,
and the present value of accrued benefits under the
defined benefit plan or plans for all participants as
of the Determination Date, all determined in
accordance with Section 416 of the Code. The accrued
benefits under a defined
EX99-9
<PAGE>
benefit plan in both the numerator and denominator of the
Top-Heavy Ratio are adjusted for any distribution of an
accrued benefit made in the five-year period ending on
the Determination Date.
(iii) For purposes of subparagraphs (i) and
(ii) above, the value of account balances and the
present value of accrued benefits shall be determined
as of the most recent valuation date that falls
within or ends with the 12-month period ending on the
Determination Date, except as provided in Section 416
of the Code for the first and second plan years of a
defined benefit plan. The account balances and
accrued benefits of a participant (1) who is not a
Key Employee but who was a Key Employee in a prior
year, or (2) who has not performed services for the
Employer maintaining the Plan at any time during the
5-year period ending on the Determination Date will
be disregarded. The calculation of the Top-Heavy
Ratio, and the extent to which distributions,
rollovers and transfers are taken into account will
be made in accordance with Section 416 of the Code.
Deductible employee contributions shall not be taken
into account for purposes of computing the Top-Heavy
Ratio. When aggregating plans the value of account
balances and accrued benefits will be calculated with
reference to the Determination Date that falls within
the same calendar year.
(m) The term "Valuation Date" shall mean, for purposes
--------------
of computing the Top-Heavy Ratio, the Determination Date.
5.3 Top-Heavy Minimum Allocation Rules. The following Top-
----------------------------------
Heavy Plan minimum allocation rules shall apply:
(a) Except as otherwise provided in Paragraph (b) and
(c) below, the Employer contributions and forfeitures
allocated on behalf of any Participant who is not a Key
Employee shall be the lesser of 3 percent of such
Participant's Compensation or in the case where the Employer
has no defined benefit plan which designates the Plan to
satisfy Section 401 of the Code, the largest percentage of
compensation allocated with respect to a Key Employee for the
Plan Year. Tax-Deferred Contributions cannot be used to
satisfy the minimum contributions for non-Key Employees under
Section 416 of the Code. Furthermore, in making the
determination of the percentage at which contributions are
made for the Key Employee with the highest percentage,
Tax-Deferred Contributions on behalf of Key Employees shall be
taken into account.
(b) The provisions in paragraph (a) shall not apply
to any Participant who is not actively employed as an Employee
by the Employer on the last day of the Plan Year for which the
minimum allocation is to be made.
EX99-10
<PAGE>
(c) The provisions in paragraph (a) shall not apply
to any Participant to the extent the Participant is covered
under any other plan or plans of the Employer, and by the
terms of such plan or plans it is provided that the minimum
allocation or benefit requirements applicable to Top-Heavy
Plans shall be met in such other plan or plans. If such other
plan is, or if one of such other plans is, a defined benefit
plan maintained by the Employer, and such plan is a Top-Heavy
Plan, the minimum benefit requirements applicable to Top-Heavy
Plans shall be met under such defined benefit plan as provided
therein, to the extent such benefit can be provided under such
plan or plans. If such other plan is, or if one of such other
plans is, a defined contribution plan maintained by the
Employer, and such plan is a Top-Heavy Plan, the minimum
allocation requirements shall be met under such plan, except
as may be otherwise provided in such other plan. The
application and administration of the minimum allocation or
benefit requirements for Top-Heavy Plans shall be satisfied in
a manner so as to only satisfy the minimum allocation/benefit
requirements as permissible and so as to avoid any duplication
of minimum allocation/benefits for non-Key Employees, as
provided under Section 416 of the Code.
5.4 Top-Heavy Vesting Schedule. A Participant shall be
--------------------------
entitled to the vested interest in his Account attributable to
Employer contributions calculated in accordance with the
provisions of Article IV (or, if greater, in accordance with
the provisions of Section 5.3) determined in accordance with
the following schedule if greater than under Article III:
Years of Service Vested Percentage
---------------- -----------------
Less than 2 0%
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 but less than 6 80%
6 or more 100%
If the Plan becomes a Top-Heavy Plan and subsequently ceases
to be such, the vesting schedule set forth above shall
continue to apply in determining the rights to benefits of any
Participant who had at least three years of Service as of
December 31 in the last Plan Year in which the Plan was a
Top-Heavy Plan. For other Participants, such schedule shall
apply only to that portion of their Account that became vested
under the vesting schedule set forth above as of such December
31.
5.5 Top-Heavy Compensation Limitation. The annual compensation
---------------------------------
of any Participant to be taken into account under the Plan
during any Plan Year in which the Plan is determined to be a
Top-Heavy Plan shall not exceed the limitation on Compensation
set forth in the second paragraph of Section 1.9.
5.6 Top-Heavy Plan/Benefit Limitations. In any Plan Year
----------------------------------
beginning prior to January 1, 2000, in which the Plan is a
Top-Heavy
EX99-11
<PAGE>
Plan, the denominators of the defined benefit fraction and the
defined contribution fraction (as such terms are used in applying
the benefit limitation provisions of Section 415 of the Code)
shall be computed using 100 percent of the dollar limitation
instead of 125 percent.
13. The first sentence of Section 6.1 of the Plan is hereby deleted
and four sentences are substituted in place thereof to provide as follows:
The Company shall cause at least three investment funds to be
established and maintained at all times. Each such fund shall be
diversified and have different risk and return characteristics
from the other Funds. Any fund which invests in investments with
restrictions regarding funds to which investment transfers may be
made or to which a minimum investment period is applicable shall
not be considered as one of such requisite three investment
Funds. The Plan is intended to constitute a plan described in
Section 404(c) of ERISA and DOL Regs. Section 2550.404c-1 and
insofar as the Plan complies with said Section 404(c), Plan
fiduciaries shall be relieved of liability for any losses which
are the direct result of investment instructions given by
Participants. Notwithstanding the foregoing, to the extent that
Section 404(c) of ERISA is not applicable, Participants shall be
named fiduciaries with respect to the investment of their
Accounts.
14. Section 8.1 is hereby amended effective January 1, 1997, to
provide as follows:
8.1 Distribution at Required Beginning Date. Notwithstanding
---------------------------------------
any other provision of the Plan to the contrary, on and after
January 1, 1997, payment of a retired or former Participant's
benefit shall commence not later than the earlier of:
(i) the 60th day after the end of the Plan
Year in which the latest of the following dates
occurs: (i) Participant's Normal Retirement Date,
(ii) the tenth anniversary of the date on which the
Participant first became a Participant, and (iii) the
date of the Participant's retirement or other
termination of employment; or
(ii) the April 1 following the calendar year
in which the later of the following dates occurs: (i)
the date on which the Participant attains 70-1/2, or
(ii) the date on which the Participant retires
(except for a Participant who is a 5% owner, as
defined in Section 416(i)(1)(B) of the Code, the date
determined under this Paragraph (d) shall be April 1
of the calendar year following the calendar year in
which the Participant attains age 70-1/2 without
regard to the date of the Participant's retirement.
All payments required under this Article VIII, shall be
determined and made in accordance with the regulations under
Section 401(a)(9) of the Code, including the minimum
distribution incidental benefit
EX99-12
<PAGE>
requirements of proposed Treas. Reg. ss.1.401(a)(9)-2, if
applicable. Any non-retired Participant (other than a 5% owner)
who has attained age 70-1/2 and who is receiving payment of his
benefit while employed by a Member of a Controlled Group, may
elect in writing in the manner, time, and form required by the
Company to terminate payment of his Plan benefit otherwise
payable after January 1, 1997, until after his retirement under
the terms of the Plan in effect at such time. Any non-retired
Participant (other than a 5% owner) who attains age 70-1/2 in
1997 or 1998, may elect in writing in the manner, time, and form
required by the Company to defer payment of his Plan benefit
until after his retirement pursuant to the terms of the Plan in
effect at such time. Notwithstanding the foregoing, the spouse of
any Participant who so elects to terminate receiving Plan
benefits which are being paid in a qualified joint and survivor
annuity (within the meaning of Section 417(b) of the Code) must
consent to such election and acknowledge the effect of the
election. If such a Participant does not make such an election or
if the Participant is a 5% owner, payment of his Plan benefit
shall be made or shall continue to be made to him pursuant to the
provisions of this Section 8.3 in effect prior to January 1,
1997. For purposes of Section 417 of the Code, any recommencement
of benefits under this Section 8.3 shall be considered a new
annuity starting date.
15. Paragraph (b) of Section 8.3 of the Plan is hereby amended to
provide as follows:
(b) Lump Sum. Except as provided in Section 8.3(c)
--------
and (d), a Participant's Account shall be distributed in one
or more payments within one calendar year, as soon as
practicable after his separation from service. The Committee
shall direct the Trustee to distribute to a Participant or his
Beneficiary any amount to which the Participant or his
Beneficiary is entitled under the Plan in one lump sum payment
in cash, except that with respect to distribution from the ICF
Kaiser Stock Fund, the Committee may direct the Trustee to
distribute to a Participant or his Beneficiary any amount to
which the Participant or his Beneficiary is entitled under the
ICF Kaiser Stock Fund in one lump sum payment in whole shares
of qualifying employer securities (with the value of any
fractional share paid in cash), cash, or a combination of
both, at the election of the Participant; provided, however,
that the distribution of any such cash payment shall be made
not later than two months after the date that distribution of
Company Stock would have occurred and shall be determined as
of the value of Company Stock on such date.
16. Paragraph (d)(2) of Section 8.3 of the Plan is hereby amended
effective January 1, 1997, to provide as follow:
(d)(2) Notwithstanding any other provision of the
Plan to the contrary, any rejection, or revocation of a
rejection, of the automatic election of the qualified joint
and survivor annuity shall be made only
EX99-13
<PAGE>
within the 90-day period prior to the Participant's annuity
starting date. Within a reasonable period of time prior to the
annuity starting date, the Company shall provide each
Participant with a written explanation of (1) the terms and
conditions of the qualified joint and survivor annuity and its
financial effect on his retirement benefit; (2) the
Participant's right to waive such joint and survivor annuity;
(3) the rights of the Participant's spouse regarding consent
as described above in subparagraph (ii); and (4) the right to
make and the effect of, a revocation of an election to waive
the automatic qualified joint and survivor annuity. Such
explanation shall be provided at least 30 days prior to
distribution unless the Participant (with any applicable
spousal consent) waives such 30-day requirement and
distribution commences more than 7 days after such explanation
is provided.
17. Paragraph (e) of Section 8.3 of the Plan is hereby amended
effective January 1, 1998, to provide as follow:
(e) Alternative Form of Benefit for Amounts
---------------------------------------
Attributable to Benefits Transferred From the Georgia A.
--------------------------------------------------------
Wilson & Associates, Inc. Retirement Plan (the "Georgia Wilson
--------------------------------------------------------------
Plan"). A Participant whose Account is credited with benefits
------
from the Georgia Wilson Plan may elect to receive the portion
of his Account attributable to such benefits from the Georgia
Wilson Plan in payments over a period certain in monthly,
quarterly, semiannual, or annual cash installments, which
period shall not extend beyond the Participant's life
expectancy (or the life expectancy of the Participant and his
designated Beneficiary).
18. Article IX of the Plan is hereby amended effective March 17,
1999, to provide as follows:
ARTICLE IX
ADMINISTRATION AND CLAIMS PROCEDURES
------------------------------------
9.1 Authority of the Company. The Company shall be the Plan
------------------------
administrator for purposes of ERISA and the Code and shall
have the authority and the power to perform the functions
conferred upon it herein, subject to the limitations
hereinafter set forth. The Company shall have the sole right
to interpret and construe the Plan, and to determine any
disputes arising thereunder, subject to the provisions of
Section 9.3. In exercising such powers and authorities, the
Company shall at all times exercise good faith, apply
standards of uniform application, and refrain from arbitrary
action. The Company may employ such attorneys, agents, and
accountants as it may deem necessary or advisable to assist it
in carrying out its duties hereunder. The Company is hereby
designated as a "named fiduciary" of the Plan as such term is
defined in Section 402(a)(2) of ERISA. The Company may
allocate any of its responsibilities for the day to day
operation and administration of the Plan to any person or
persons employed by it. In addition, the Company, by action of
its Board of Directors, may
EX99-14
<PAGE>
designate a person other than itself to carry out any of such
powers, authorities or responsibilities which are retained by it
or granted to it by this Article IX.
9.2 Action of Company. Any act authorized, permitted, or
-----------------
required to be taken by the Company under the Plan, which has
not been allocated or delegated in accordance with Section
9.1, may be taken by a majority of the members of the Board of
Directors of the Company, either by vote at a meeting, or in
writing without a meeting. All notices, advices, directions,
certifications, approvals, and instructions required or
authorized to be given by the Company under the Plan shall be
in writing and signed by either (a) a majority of the members
of the Board of Directors of the Company, or by such member or
members as may be designated by an instrument in writing,
signed by all the members thereof, as having authority to
execute such documents on its behalf, or (b) a person who
becomes authorized to act for the Company in accordance with
the provisions of Section 9.1. Subject to the provisions of
Section 9.3, any action taken by the Company which is
authorized, permitted, or required under the Plan shall be
final and binding upon the Company and the Trustee, all
persons who have or who claim an interest under the Plan, and
all third parties dealing with the Company or the Trustee.
9.3 Claims Review Procedure. Whenever the Company decides for
-----------------------
whatever reason to deny, whether in whole or in part, a claim
for benefits filed by any person (hereinafter referred to a
the "Claimant"), the Plan administrator shall transmit to the
Claimant a written notice of the Company's decision, which
shall be written in a manner calculated to be understood by
the Claimant and contain a statement of the specific reasons
for the denial of the claim and a restatement advising the
Claimant that, within 60 days of the date on which he receives
such notice, he may obtain review of the decision of the
Company in accordance with the procedures hereinafter set
forth. Within such 60-day period, the Claimant or his
authorized representative may request that the claim denial be
reviewed by filing with the Plan Administrator a written
request therefor, which request shall contain the following
information:
(a) the date on which the Claimant's request was
filed with the Plan administrator; provided, however, that the
date on which the Claimant's request for review was in fact
filed with the Plan Administrator shall control in the event
that the date of the actual filing is later than the date
stated by the Claimant pursuant to this paragraph (a);
(b) the specific portions of the denial of his claim
which the Claimant requests the Plan administrator to review;
(c) a statement by the Claimant setting forth the
basis upon which he believes the Plan administrator should
reverse the Trustee's
EX99-15
<PAGE>
previous denial of his claim for benefits and accept his claim
as made; and
(d) any written material (offered as exhibits) which
the Claimant desires the Plan administrator to examine in its
consideration of his position as stated pursuant to paragraph
(c).
Within 60 days of the date determined pursuant to paragraph
(a) of this Section 9.3, the Plan administrator shall conduct
a full and fair review of the Company's decision denying the
Claimant's claim for benefits. Within 60 days of the date of
such hearing, the Plan administrator shall render its written
decision on review, written in a manner calculated to be
understood by the Claimant, specifying the reasons and Plan
provisions upon which its decision was based.
9.4 Indemnification. In addition to whatever rights of
---------------
indemnification the members of the Board of Directors of the
Company, or any other person or persons to whom any power,
authority, or responsibility of the Company is delegated
pursuant to Section 9.1, may be entitled under the articles of
incorporation, regulations, or by-laws of the Company, under
any provision of law, or under any other agreement, the
Company shall satisfy any liability actually and reasonably
incurred by any such person or persons, including expenses,
attorneys' fees, judgments, fines, and amounts paid in
settlement, in connection with any threatened, pending, or
completed action, suit, or proceeding which is related to the
exercise or failure to exercise by such person or persons of
any of the powers, authority, responsibilities, or discretion
provided under the Plan, or reasonably believed by such person
or persons to be provided hereunder, and any action taken by
such person or persons in connection therewith.
9.5 Administrative Expenses. The fees of the Trustee and all
-----------------------
other administrative expenses of the Plan and Trust shall be
paid by the Trustee from the assets of the Trust unless the
Company, in its discretion, elects to pay any such fees and/or
expenses.
9.6 Voting of Company Stock in the ICF Kaiser Stock Fund. Each
----------------------------------------------------
Participant or Beneficiary who has shares of Company Stock
allocated to his Account shall be a named fiduciary with
respect to the voting of Company Stock held thereunder and
shall have the following powers and responsibilities:
(a) Prior to each annual or special meeting of the
shareholders of the Company, the Company shall cause to be
sent to each Participant and Beneficiary who has Company Stock
allocated to his Account and invested in the ICF Kaiser Stock
Fund under the Plan a copy of the proxy solicitation material
therefor, together with a form requesting confidential voting
instructions, with respect to the voting of such Company Stock
as well as the voting of Company Stock for which the Trustee
does not receive instructions. Each such Participant and/or
Beneficiary shall instruct the Trustee to vote the number of
such uninstructed shares of Company Stock equal to the
proportion that the number of shares of Company Stock
allocated to his
EX99-16
<PAGE>
Account and invested in the ICF Kaiser Stock Fund bears to the
total number of shares of Company Stock in the Plan for which
instructions are received. Upon receipt of such a
Participant's or Beneficiary's instructions, the Trustee shall
then vote in person, or by proxy, such shares of Company Stock
as so instructed.
(b) The Company shall cause the Trustee to furnish to
each Participant and Beneficiary who has Company Stock
allocated to his Account and invested in the ICF Kaiser Stock
Fund under the Plan notice of any tender or exchange offer
for, or a request or invitation for tenders or exchanges of,
Company Stock made to the Trustee. The Trustee shall request
from each such Participant and Beneficiary instructions as to
the tendering or exchanging of Company Stock allocated to his
Account. Each Participant and Beneficiary who does not
instruct the Trustee with respect to the tendering or
exchanging of Company Stock allocated to his Account shall be
deemed to have decided not to participate in any such tender
or exchange offer. The Trustee shall provide Participants and
Beneficiaries with a reasonable period of time in which they
may consider any such tender or exchange offer for, or request
or invitation for tenders or exchanges of, Company Stock made
to the Trustee. Within the time specified by the Trustee, the
Trustee shall tender or exchange such Company Stock as to
which the Trustee has received instructions to tender or
exchange from Participants and Beneficiaries.
(c) Instructions received from Participants and
Beneficiaries by the Trustee regarding the voting, tendering,
or exchanging of Company Stock shall be held in strictest
confidence and shall not be divulged to any other person,
including officers or employees of the Company, except as
otherwise required by law, regulation or lawful process.
19. The first sentence of Section 10.1 of the Plan is hereby amended
effective March 17, 1999, by the deletion of the phrase "and the Committee".
20. The second sentence of Section 10.3 of the Plan is hereby amended
effective March 17, 1999, by the deletion of the phrase "the Committee and".
21. The third sentence of Section 10.3 of the Plan is hereby amended
effective March 17, 1999, by the deletion of the phrase "or Committee".
22. The first sentence and third sentence of Section 10.4 of the Plan
are hereby amended effective March 17, 1999, by the deletion of the phrase "and
Committee".
23. The term "Committee" is hereby deleted effective March 17, 1999,
throughout the Plan and the term "Company" is hereby substituted in place
thereof.
Executed this 8th day of April, 1999.
ICF KAISER INTERNATIONAL, INC.
By: /s/ Timothy P. O'Connor
---------------------------
Senior Vice President and
Chief Financial Officer
EX99-17
<PAGE>
FIFTH AMENDMENT
TO THE
ICF KAISER INTERNATIONAL, INC.
SECTION 401(K) PLAN
WHEREAS, the ICF Kaiser International, Inc. Section 401(k) Plan
(hereinafter referred to as the "Plan") was established effective as of March 1,
1989, by ICF Kaiser International, Inc. (hereinafter referred to as the
"Company"); and
WHEREAS, the Plan was most recently restated as of January 1, 1998; and
WHEREAS, the restated Plan was amended subsequently on four occasions;
and
WHEREAS, the Company desires to amend the Plan again;
NOW, THEREFORE, effective as of April 7, 1999, the Plan is hereby
amended in the respects hereinafter set forth.
1. Section 2.6 is hereby amended to provide as follows:
2.6 Cessation of Coverage of Certain Participants. Effective as
---------------------------------------------
of the date of the Closing with respect to the sale of the
Environment and Facilities Management Group ("EFM Group") of the
Company to The IT Group, Inc., coverage under the Plan shall be
closed to any individual employed by, or at a facility of, the
EFM Group and effective as of the date of the Closing with
respect to the sale by the Company of the majority of capital
stock of ICF Consulting Group, Inc. ("ICF Consulting Group") to
ICF Consulting Group Holdings, LLC or any other unrelated entity,
coverage under the Plan shall be closed to any individual
employed by, or at a facility of, ICF Consulting Group.
2. Article VIII of the Plan is hereby amended by the addition of
Section 8.10 at the end thereof to provide as follows:
8.10 Transfer to ICF Consulting Plan. As soon as practicable
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after the date of the Closing with respect to the sale by the
Company of the majority of its capital stock of ICF Consulting
Group to ICF Consulting Group Holdings, LLC or any other
unrelated entity, the Account balances of Participants who are
employed by ICF Consulting Group after such date shall be
transferred to a tax-qualified defined contribution plan
established by ICF Consulting Group (the "ICF Plan") to be held
and maintained thereafter in accordance with the terms of the ICF
Plan.
Executed this 25th day of June, 1999.
ICF KAISER INTERNATIONAL, INC.
By: /s/ Timothy P. O'Connor
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Senior Vice President and
Chief Financial Officer
EX99-18
