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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): May 12, 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 April 5, 1999, ICF Kaiser International, Inc. announced that James Maiwurm
will become CEO and President of the Company, and company veterans Richard
Leupen and Bob Cochran will assume new roles as, respectively, President of
International Business and President of North America Business.
Maiwurm, who has been a senior advisor and outside counsel to the Company for
nearly a decade, will transition from Keith M. Price, who was asked to head the
Company last November and help see it through the problems brought on by cost
overruns of four nitric acid projects. Bob Cochran has served as Group Senior
Vice President for Business Development, Environment and Facilities Management
Group, and Richard Leupen has served as Group President of the ICF Kaiser
Engineers and Constructors Group. Tim O'Connor, who has played a lead role in
the Company's pending asset dispositions, will continue as the Company's Chief
Financial Officer and will become more involved in large project development
worldwide.
"Keith Price has successfully re-positioned the Company for recovery," said
Chairman of the Board Tony Coehlo. "What should be absolutely clear, as quality
product is delivered from all four nitric plants, is that Kaiser Engineers keeps
its word about finishing difficult projects. With the sale of both our
Consulting Group and our Environment and Facilities Management Groups, we will
now be able to focus on moving the Company forward in the tradition of Kaiser
Engineers."
"Jim Maiwurm is an outstanding leader," continued Coelho. "Jim brings his years
with ICF Kaiser to bear, as well as his understanding of, and credibility with,
the financial markets. Our new team, working with the ICF Kaiser staff, will
help the Company aggressively build on our core strengths."
"The task in front of us is to make Kaiser Engineers profitable for our
shareholders by being a focussed, innovative, and extremely disciplined
international business" said Maiwurm. "Our traditional expertise and our
current book of business in the transit, water, alumina/aluminum, iron, steel,
and mineral industries are real strengths. We believe transportation and
infrastructure management, particularly when focused on large-scale public
projects, including Rocky Flats, are all areas where Kaiser has an outstanding
reputation, and we intend to strengthen these lines of business."
Maiwurm also said that, in pursuing these lines of business, both nationally and
internationally, Bob Cochran and Richard Leupen will have overall command of the
business lines, and focus on developing new business. The Company will continue
to rely on the resourcefulness of its Chief Financial Officer Tim O'Connor.
Maiwurm, who has been involved in the operational, financial, legal, and
corporate affairs of the Company, has most recently served as its outside
counsel from Squire, Sanders & Dempsey, where he is a partner. Known and
respected for his work in designing, managing, and executing major transactions,
Maiwurm was closely involved in the resolution of the nitric acid issues and the
preparation for the asset divestitures of the past year.
Maiwurm said, "In the aftermath of the upheaval of the past year, we will focus
on business development efforts, building on the strengths of our employees
throughout the world, and reducing unnecessary costs. We intend for Kaiser's
continuing recovery to be a company-wide team effort."
"Keith Price has asked to step out of the day-to-day operations, and while we
are acceding to his wishes, we cannot afford to let his experience and knowledge
of the Company leave," Coehlo stated. "Keith has agreed to remain as a
consultant for strategic planning, marketing, business development, and
operational issues, with an office here in Fairfax. I have also asked Keith to
Chair a new Strategic Planning Committee of the Board."
"The Kaiser name will be in good hands with Jim Maiwurm," said Keith Price.
"The next months are critical for the Company, and Jim knows the issues inside
and out. I have been proud to have played a part in putting the Company in a
position to focus on its core competencies of engineering and construction. I
was brought in to fix a difficult situation, and I am pleased with the progress
we have made."
"There has been a lot of transition at the Company over the last year in terms
of management and focus. I think Keith has done an excellent job of putting
together a management team which includes Jim, Richard, Bob, Tim, and the rest
of the Senior staff that will be able to take ICF Kaiser into the year 2000 and
beyond," said Board Member Jarrod M. Cohen.
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JAMES J. MAIWURM
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James J. Maiwurm is a partner in the firm of Squire, Sanders & Dempsey, where he
has advised and acted for clients in a broad range of financially related
matters. Maiwurm has served as outside counsel for ICF Kaiser International and
has consistently played a major role in the financial, legal, and corporate
affairs of the Company. Known and respected for his work in designing,
managing, and executing major transactions, Maiwurm was closely involved in the
resolution of the nitric acid issues and the preparation of the asset
divestitures the Company has faced in the past year.
Maiwurm is a noted expert and regularly speaks on topics and is involved in
issues involving capital formation, domestic and international joint ventures
and strategic alliances, financial disclosure, securities law and mergers and
acquisitions. He was the founding chair of a Washington-area venture capital
forum and is the current chair of the Technology Resource Alliance, and is a
member of Leadership Washington and The Economic Club of Washington. He also
serves on the Board of Trustees of Davis Memorial Goodwill Industries.
After completing undergraduate studies at the College of Wooster, Ohio, Maiwurm
earned his law degree at the University of Michigan. He is a member of Phi Beta
Kappa and the bars of the District of Columbia, Ohio, New York and Maryland.
RICHARD A. LEUPEN
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Richard A. Leupen has been with ICF Kaiser International for a number of years,
most recently as Group President of the ICF Kaiser Engineers and Constructors
Group. He came to that position after serving as Managing Director/Asia-Pacific
region, overseeing the development of ICF Kaiser into one of Australia's most
respected engineering organizations. Also in that role he was responsible for
oversight of all Asia-Pacific operations for the Company, including mineral
processing, oil and gas, and environmental engineering projects.
Leupen has built a solid 26-year career, with extensive experience in project
and business management, project financing, feasibility studies, construction
management and process design. Prior to joining ICF Kaiser, Leupen's employment
included: Managing Partner and owner, Protech Pty Ltd.; senior executive, Simcoa
Operations Pty Ltd. Booth and Partners Pty Ltd. and Gutteride Haskins and Davey.
He has also held executive positions with Shell and Australian Iron and Steel
and was the registered mine manager of Simcoa Smelter Operations.
A native of Australia, Leupen holds a B.Sc. degree in mechanical engineering
from the University of New South Wales and is a chartered professional engineer.
S. ROBERT COCHRAN
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S. Robert Cochran has more than twenty years experience in facilities
operations, engineering, and management, as well as the environmental
engineering industry, including the last four as a Senior Vice President of ICF
Kaiser International. Cochran serves on the board of managing directors of
Kaiser-Hill, LLC, the joint venture that holds the $3 billion Rocky Flats
nuclear operations and decommissioning contract with the Department of Energy.
Cochran also serves on the Board of Directors for the $2 billion Space Gateway
Support joint venture that provides operational, engineering, security, and
environmental support at the Kennedy Space Flight Centers, Cape Canaveral, and
Patrick Air Force Base. Additionally, he has been responsible for business
development activities in the areas of engineering and facilities operations,
nuclear facility decommissioning and deactivation, technology development, and
environmental remediation.
Before joining ICF Kaiser, Cochran was Senior Vice President of Hazwaste
Industries, Inc. & Earth Technology Incorporated, focusing primarily on business
development in the hazardous and radioactive site cleanup area. He was Senior
Vice President and partner with Interface Incorporated; served as Vice President
of PEI/IT; was senior project and geotechnical group manager with JRB/SAIC; and
for Versar, Inc. worked as a senior project geologist.
Cochran also has served as a member of a panel composed of national experts that
evaluated and recommended changes to the Superfund remedy selection process. He
has published several geotechnical and engineering papers and books concerning
the application of technologies in the environmental, water treatment, and
mining industries. He received a B.S. in Geology from James Madison University
and is a registered professional geologist.
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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: May 12, 1999
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