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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 6, 1999
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ICF 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 July 2, 1999, ICF Kaiser International, Inc. amended its Rights Agreement
dated January 13, 1992 that governs its Shareholder Rights Plan. The amendment
is attached as Exhibit 1.
Exhibit
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1. Amendment No. 1 to Rights Agreement
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 6, 1999
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EXHIBIT 1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
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THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of July 2, 1999 (this
"Amendment"), which amends that certain Rights Agreement dated as of January 13,
1992 (the "Rights Agreement"), between ICF Kaiser International, Inc., a
Delaware corporation (the "Company"), and the Office of the Corporate Secretary
of the Company (the "Rights Agent").
WITNESSETH:
WHEREAS, the Rights Agreement was approved and adopted by the Board of
Directors of the Company on January 13, 1992; and
WHEREAS, on July 2, 1999, the Board of Directors of the Company determined
to amend certain provisions of the Rights Agreement in a manner the Board of
Directors deems necessary and desirable and which has been determined not to
adversely effect the interests of the holders of the Rights Certificates (as
defined in the Rights Agreement);
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:
1. The definition of "Acquiring Person" in Section 1(a) of the Rights
Agreement is hereby amended to add the parenthetical phrase "(other than as a
result of a Permitted Offer (as hereinafter defined))" after the first reference
to Common Stock in such definition, so that as amended Section 1(a) of the
Rights Agreement shall be in its entirety as follows:
(a) "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 20% or more of the shares of Common Stock outstanding (other than as a
result of a Permitted Offer (as hereinafter defined)), but shall not
include (i) the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the Company, or any
Person or entity organized, appointed or established by the Company for or
pursuant to the terms of any such plan, (ii) any Person who becomes an
Acquiring Person solely as a result of a reduction in the number of shares
of Common Stock outstanding due to the repurchase of shares of Common Stock
by the Company, unless and until such Person shall purchase or otherwise
become the Beneficial Owner of additional shares of Common Stock
constituting 1% or more of the then outstanding shares of Common Stock.
2. Section 1 of the Rights Agreement is further amended to add the
definition of "Permitted Offer" as a new Section 1(q), with the balance of the
subsections of Section 1 being renumbered accordingly. Such new Section 1(q)
shall provides as follows:
(q) "Permitted Offer" shall mean (i) a tender or exchange offer which
is for all outstanding Common Stock at a price and on terms determined,
prior to the purchase of shares under such tender or exchange offer, by at
least a majority of
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the members of the Board of Directors who are not officers or employees of
the Company and who are not Acquiring Persons or Affiliates, Associates,
nominees or representatives of an Acquiring Person, to be adequate (taking
into account all factors that such directors deem relevant including,
without limitation, prices that could reasonably be achieved if the Company
or its assets were sold on an orderly basis designed to realize maximum
value) and otherwise in the best interests of the Company and its
stockholders (other than the Person or any Affiliate or Associate thereof
on whose basis the offer is being made) taking into account all factors
that such directors may deem relevant and (ii) following July 31, 2000, a
cash tender offer which is for all outstanding Common Stock.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.
Attest: ICF KAISER INTERNATIONAL, INC.
By: /s/ Sandra D. Little By: /s/ James J. Maiwurm
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Name: Sandra D. Little Name: James J. Maiwurm
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Title: Assistant Secretary Title: President and Chief Executive
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Officer
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Attest: OFFICE OF THE CORPORATE SECRETARY
ICF KAISER INTERNATIONAL, INC.
By: /s/ Sandra D. Little By: /s/ Shaun M. Martin
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Name: Sandra D. Little Name: Shaun M. Martin
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Title: Assistant Secretary Title: Treasurer and Corporate
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Secretary
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