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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): July 2, 1999
ICF KAISER 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)
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Item 5. Other events
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On June 30, 1999, ICF Kaiser International, Inc. announced that it had finalized
the sale of its Consulting Group. The Company sold 90 percent of the Consulting
Group to the Group's management and CM Equity Partners, L.P. (CMEP) for $64
million in cash plus $6.6 million of interest-bearing notes. The parent
company, ICF Kaiser International, Inc., retains the 10 percent balance of
ownership in the new and independent consulting company, ICF Consulting Group,
Inc. In the near future, ICF Kaiser plans to announce a name and ticker-symbol
change that will reflect the 85-year history of Kaiser Engineers.
"The sale of the Consulting Group allows us to focus on providing engineering
and project, construction, and program management services throughout the world
in the core areas of transit and transportation; alumina/aluminum and
mining/minerals; facilities engineering and management, including wastewater
treatment; iron and steel; and microelectronics and clean technology," said
James J. Maiwurm, Chairman and CEO of ICF Kaiser. "We have decades of
experience and a reputation for excellence in each of these areas."
The Company continues to build its project backlog. Recently announced contract
wins include:
. a $19 million contract as part of a joint venture to provide construction
management services for the construction of the $1 billion Oporto light
rail transit project in Portugal;
. contract to provide construction management and site services for the
final, $60 million phase of the MOS 12 expansion project at a Motorola
semiconductor facility in Arizona;
. an extension of the Company's General Engineering Consultant contract,
which is estimated to have a value in the range of $20 to $25 million per
year, for the Metropolitan Atlanta Regional Transit Authority as part of a
joint venture;
. a $4.5-million contract to provide engineering and construction management
services for the construction of a 1.2 million tonne per year compact flat
production steel plant in Egypt; and
. a 12-month extension - worth up to $7.5 million - to the Company's contract
to serve as the Florida Department of Transportation's Technical Services
Consultant for the design phase of the Miami Intermodal Center (MIC), which
will serve as a hub for various modes of transportation at the Miami
airport.
In addition to its engineering and construction business, the Company continues
to own a 50% ownership interest in Kaiser-Hill Company, LLC, the entity that
serves as the integrating management contractor at the U.S. Department of
Energy's Rocky Flats Technology Site near Denver, Colorado.
ICF Kaiser has taken steps to significantly reduce its cost structure. These
reductions are in response to the Company's recent divestitures of its EFM and
Consulting Groups and the need to align its overhead structure with its new
revenue base.
"We are becoming a more disciplined organization with a clear corporate mission
and a dramatically streamlined overhead structure," said Maiwurm.
"As previously disclosed, management believes it is necessary for the Company to
realign its capital structure in order to become more competitive," Maiwurm
continued. "With the sale of the Consulting Group completed, we can focus on
how to best use the available cash proceeds in transactions that reduce the
Company's debt load. We are actively exploring the possibility of a repurchase
for cash and an exchange of a combination of new debt and equity for some or all
of the Company's outstanding notes."
Pending the results of preliminary discussions with representatives of holders
of the Company's Senior Subordinated Notes due 2003, the Company does not plan
to make the interest payment due on June 30, 1999 under the terms of its Senior
Notes due 2003 and Senior Subordinated Notes due 2003. The failure
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to pay such interest does not constitute a default under the Indentures
governing the notes until the failure to pay continues for 30 days.
If the Company proceeds with an exchange of equity for some of its outstanding
notes, the issuance of additional shares of capital stock will likely be subject
to approval of the Company's shareholders. That issue and other matters may be
on the agenda for the Company's 1999 annual meeting of shareholders, planned to
be held later this summer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
ICF KAISER INTERNATIONAL, INC.
(Registrant)
/s/ Timothy P. O'Connor
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Timothy P. O'Connor
Senior Vice President and
Chief Financial Officer
Date: July 2, 1999
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