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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 1999
KAISER GROUP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware File No. 1-12248 54-1437073
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
9300 Lee Highway
Fairfax, Virginia 22031-1207
(Address of principal executive offices, including zip code)
703-934-3600
(Registrant's telephone number, including area code)
ICF KAISER INTERNATIONAL, INC.
(Former name if changed since last report)
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Item 5. Other events
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On December 23, 1999, ICF Kaiser International, Inc. (NYSE: ICF) announced that,
at the close of business on December 27, it would change the name of its
principal operating entity to Kaiser Engineers, Inc. This change reflects the
sale earlier this year of the ICF Consulting Group. At the same time the name
of the parent company changed to Kaiser Group International, Inc. The Company's
ticker symbol on the New York Stock Exchange became "KSR" at the start of
trading on the morning of December 28. The name change had no effect on
existing projects or on the services the Company provides, and it will not
require shareholders to exchange their existing stock certificates for new
certificates bearing the new name.
Most of the amendments to the Company's certificate of incorporation approved at
the Company's November 4, 1999 Annual Meeting of Shareholders also went into
effect at the close of business on December 27 (see Exhibit A hereto). These
include several amendments designed to enhance the ability of shareholders to
exercise their voting rights. The reverse split of outstanding common shares
that was approved at the Company's Annual Meeting will not take effect until the
completion of the Company's proposed debt restructuring.
One of the conditions to completing the Company's proposed debt restructuring is
obtaining a new senior credit facility acceptable to both the Company and the
negotiating sub-committee of an unofficial noteholder committee that represents
a majority of the Company's $125 million senior subordinated notes. Proposals
received to date from potential lenders would not provide desired liquidity and
other terms compatible with the Company's short-term operating prospects, which
are currently below previously targeted levels. The Company will continue
discussions with potential lenders and representatives of its noteholders
concerning the means by which an acceptable credit facility might be obtained
and a modified restructuring of its debt completed.
The proposed debt restructuring contemplates an exchange of the outstanding
senior subordinated notes for other securities. Notes previously tendered in
response to the asset sale offer/exchange offer elements of the proposed debt
restructuring will remain on deposit while discussions continue with potential
lenders and noteholder representatives.
The Company will use the 30-day grace period allowed under the relevant
indentures regarding the interest payment due December 31, 1999 on the Company's
senior and senior subordinated notes while it continues discussions with
financing sources and representatives of its noteholders.
Exhibits:
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Exhibit A - Amendment of Certificate of Incorporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
KAISER GROUP INTERNATIONAL, INC.
(Registrant)
/s/ Timothy P. O'Connor
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Timothy P. O'Connor
Senior Vice President and
Chief Financial Officer
Date: December 29, 1999
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Exhibit A
AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ICF KAISER INTERNATIONAL, INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
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ICF Kaiser International, Inc. (the "Corporation"), a corporation
organized under the General Corporation Law of the State of Delaware (the
"General Corporation Law") hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation duly adopted a
resolution setting forth the following proposed amendments to the Restated
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation") and declaring such amendments to be advisable:
1. The first sentence of Section 4.01 of the Certificate of
Incorporation is amended by deleting the phrase "ninety-two million
(92,000,000)" and inserting in place thereof "ninety-three million one
hundred thousand (93,100,000)."
2. Section 4.01(B) of the Certificate of Incorporation is amended by
deleting the phrase "Two million (2,000,000)" and inserting in place
thereof "Three million one hundred thousand (3,100,000)."
3. Section 4.02(D) of the Certificate of Incorporation is hereby
deleted in its entirety.
4. Section 6.01 of the Certificate of Incorporation is deleted in its
entirety and amended to read as follows:
Section 6.01. Board of Directors. The business and affairs of the
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Corporation shall be managed under the direction of the Board of
Directors. Subject to the rights of the holders of any class or series
of stock having preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances, the number
of directors shall be determined by the affirmative vote of a majority
of the whole Board of Directors or by the stockholders, but shall not be
less than six nor more than sixteen. Directors shall be elected for a
term of office that expires at the next succeeding annual meeting of
stockholders and shall hold office until their successors have been
elected and qualified.
5. The second sentence of Section 14.01 of the Certificate of
Incorporation, relating to the board's authority to amend the bylaws, is
amended to read as follows:
"In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is authorized to adopt, amend, and
repeal the By-laws of the Corporation, provided that without the
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approval of the stockholders no such amendment shall authorize or permit
the adoption of a stockholder rights plan."
6. The third sentence of Section 14.01 of the Certificate of
Incorporation is amended by deleting the word "two-thirds" and inserting in
place thereof the words "a majority."
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7. Sections 15.01, 16.01, and 17.01 of the Certificate of Incorporation
are hereby deleted in their entirety, Section 18.01 is hereby renumbered to
be Section 16.01, and a new Section 15.01 of the Certificate of
Incorporation is inserted to read as follows:
Section 15.01. Special Meetings of the Stockholders. Special meetings of
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the stockholders may be called by the Board of Directors, by the
Chairman of the Board or the Chief Executive Officer, or by a writing
signed by stockholders owning at least twenty percent (20%) in voting
amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote at such meeting.
8. Exhibits 16.01A, 16.01B, 16.01C, 17.01A, 17.01B and 17.01C to the
Certificate of Incorporation are hereby deleted in their entirety.
SECOND: That the foregoing amendments of the Certificate of
Incorporation were duly adopted in accordance with Section 242 of the General
Corporation Law.
IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the
Corporation, for the purpose of amending the Certificate of Incorporation of the
Corporation pursuant to Section 242 of the General Corporation Law, does make
and file this Certificate, hereby declaring and certifying, under penalties of
perjury, that this instrument is the act and deed of the Corporation, and that
the facts stated herein are true, and accordingly has hereunto set his hand this
27th day of December, 1999.
ICF KAISER INTERNATIONAL, INC.
By: /s/ James J. Maiwurm
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Name: James J. Maiwurm
Title: Chairman, President and Chief Executive
Officer
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