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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1 TO
FORM 8-A / A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
ICF KAISER INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 541437073
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(State or Incorporation or Organization (I.R.S. Employer Identification No.)
9300 Lee Highway, Fairfax, Virginia 22031
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class On which each class is
To be so registered To be registered
Series 5 Redeemable Cumulative Convertible New York Stock Exchange
Preferred Stock, $.01 par value per share
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. X
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [_]
Securities Act registration statement file number to which this form relates:
333-82643
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to Be Registered.
A description of the Series 5 Redeemable Cumulative Convertible Preferred
Stock, $.01 par value per share of ICF Kaiser International, Inc. (the
"Company") satisfying the requirements of Item 202 of Regulation S-K is
incorporated into this Registration Statement by reference to the description
set forth under "Description of Convertible Preferred Stock" in the Company's
registration statement on Form S-4 (File No. 333-82643) that was declared
effective on October 1, 1999.
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Item 2. Exhibits.
Exhibit No. Description
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1 Restated Certificate of Incorporation of
ICF Kaiser Inc. (restated through June
26, 1993) (Incorporated by reference to
Exhibit No. 3(a) 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)
2 Amended and Restated By-laws of ICF
Kaiser International, Inc. (as amended
through June 23, 1995) (Incorporated by
reference to Exhibit No. 3(b) to
Quarterly Report on Form 10-Q (Registrant
No. 1-12248) for the second quarter of
fiscal 1995 filed with the Commission on
October 13, 1995)
3 Indenture dated as of January 11, 1994,
between ICF Kaiser International, Inc.
and The Bank of New York, as Trustee
(Incorporated by reference to Exhibit No.
4(a) to Quarterly Report on Form 10-Q
(Registrant No. 1-12248) for the third
quarter of fiscal 1994 filed with the
Commission on January 14, 1994)
4(a) First Supplemental Indenture dated as of
February 17, 1995 (Incorporated by
reference to Exhibit No. 4(a)(1) to
Annual Report on Form 10-K (Registrant
No. 1-12248) for fiscal year 1995 filed
with the Commission on May 23, 1995)
4(b) Second Supplemental Indenture dated
September 1, 1995 (Incorporated by
reference to Exhibit No. 4(a)(2) to
Registration Statement on Form S-1
Registration No. 33-64655 filed with the
Commission on November 30, 1995)
4(c) Third Supplemental Indenture dated
October 20, 1995 (Incorporated by
reference to Exhibit No. 4(a)(3) to
Registration Statement on Form S-1
Registration No. 33-64655 filed with the
Commission on November 30, 1995)
4(d) Fourth Supplemental Indenture dated as of
March 8, 1996 (Incorporated by reference
to Exhibit No. 4(a)(4) to Transition
Report on Form 10-K (Registrant No. 1-
12248) for the transition period from
March 1, 1995 to December 31, 1995 filed
with the Commission on March 29, 1996)
4(e) Fifth Supplemental Indenture dated as of
June 24, 1996 (Incorporated by reference
to Exhibit No. 4(a)(5) to Registration
Statement on Form S-1
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Registration No. 333-16937 filed with the
Commission on November 27, 1996)
4(f) Sixth Supplemental Indenture dated as of
December 3, 1997 (Incorporated by
reference to Exhibit No. 4(a)(6) to
Annual Report on Form 10-K (Registrant
No. 1-12248) for fiscal year 1997 filed
with the Commission on March 31, 1998)
4(g) Seventh Supplemental Indenture dated as
of August 13, 1998 (Incorporated by
reference to Exhibit No. 4(a)(7) to
Quarterly Report on Form 10-Q (Registrant
No. 1-12248) for the third quarter of
fiscal 1997 filed with the Commission on
November 16, 1998)
4(h) Eighth Supplemental Indenture dated as of
April 9, 1999 (Incorporated by reference
to Exhibit No. 4(a)(8) to Quarterly
Report on Form 10-Q (Registrant No. 1-
12248) for the first quarter of fiscal
1999 filed with the Commission on May 17,
1999)
4(i) Ninth Supplemental Indenture dated as of
June 25, 1999 (Incorporated by reference
to Exhibit No. 4(a)(9) to Amendment No. 3
to Registration Statement on Form S-4
Registration No. 333-82643 filed with the
Commission on October 1, 1999)
4(j) Form on Tenth Supplemental Indenture with
respect to the 12% Senior Subordinated
Notes due 2003 (Incorporated by reference
to Exhibit No. 4(a)(10) to Registration
Statement on Form S-4 Registration No.
333-82643 filed with the Commission on
October 1, 1999)
5 Form of 12% Senior Subordinated Note due
2003 (Incorporated by reference to
Exhibit No. 4(b) to Quarterly Report on
Form 10-Q (Registrant No. 1-12248) for
the third quarter of fiscal 1994 filed
with the Commission on January 14, 1994)
6 Rights Agreement, dated as of January 13,
1992, between ICF Kaiser International,
Inc. and Office of the Secretary, ICF
Kaiser International, Inc. as Rights
Agent, including (1) Form of Certificate
of Designations of Series 4 Junior
Preferred Stock; (2) Form of Rights
Certificate; and (3) Summary of Rights to
Purchase Preferred Stock (Incorporated by
reference to Exhibit No. 4(h) to
Quarterly Report on Form 10-Q (Registrant
No. 0-18025) for the third quarter of
fiscal 1992 filed with the Commission on
January 14, 1992)
7 Warrant Agreement dated as of December
23, 1996, between ICF Kaiser
International, Inc. and The Bank
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of New York, as Warrant Agent
(Incorporated by reference to Exhibit No.
4(j) to Registration Statement on Form S-
1 Registration No. 333-19519 filed with
the Commission on January 10, 1997)
8 Form of Warrant expiring December 31,
1999 issued under Warrant Agreement dated
as of December 23, 1996 (Incorporated by
reference to Exhibit No. 4(k) to
Registration Statement on Form S-1
Registration No. 333-19519 filed with the
Commission on January 10, 1997)
9 Form of Certificate of Designation
regarding Redeemable Convertible
Preferred Stock (Incorporated by
reference to Exhibit No. 4(h) to
Amendment No. 3 to Registration Statement
on Form S-4 Registration No. 333-82643
filed with the Commission on October 1,
1999)
10 Form of Indenture regarding 12% Senior
Notes due 2002 (Incorporated by reference
to Exhibit No. 4(j) to Amendment No. 3 to
Registration Statement on Form S-4
Registration No. 333-82643 filed with the
Commission on October 1, 1999)
SIGNATURE
Pursuant to be requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to its registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
ICF KAISER INTERNATIONAL, INC.
Date: December 6, 1999 By: /s/ Timothy P. O'Connor
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Name: Timothy P. O'Connor
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Title: Executive Vice President,
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Chief Financial Officer and
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Chief Administrative Officer
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EXHIBIT INDEX
Exhibit No. Description
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1 Restated Certificate of Incorporation of ICF
Kaiser Inc. (restated through June 26, 1993)
(Incorporated by reference to Exhibit
No. 3(a) 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)
2 Amended and Restated By-laws of ICF Kaiser
International, Inc. (as amended through
June 23, 1995) (Incorporated by reference to
Exhibit No. 3(b) to Quarterly Report on Form
10-Q (Registrant No. 1-12248) for the second
quarter of fiscal 1995 filed with the
Commission on October 13, 1995)
3 Indenture dated as of January 11, 1994,
between ICF Kaiser International, Inc. and
The Bank of New York, as Trustee
(Incorporated by reference to Exhibit
No. 4(a) to Quarterly Report on Form 10-Q
(Registrant No. 1-12248) for the third
quarter of fiscal 1994 filed with the
Commission on January 14, 1994)
4(a) First Supplemental Indenture dated as of
February 17, 1995 (Incorporated by reference
to Exhibit No. 4(a)(1) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal
year 1995 filed with the Commission on
May 23, 1995)
4(b) Second Supplemental Indenture dated
September 1, 1995 (Incorporated by reference
to Exhibit No. 4(a)(2) to Registration
Statement on Form S-1 Registration No. 33-
64655 filed with the Commission on November
30, 1995)
4(c) Third Supplemental Indenture dated
October 20, 1995 (Incorporated by reference
to Exhibit No. 4(a)(3) to Registration
Statement on Form S-1 Registration No. 33-
64655 filed with the Commission on November
30, 1995)
4(d) Fourth Supplemental Indenture dated as of
March 8, 1996 (Incorporated by reference to
Exhibit No. 4(a)(4) to Transition Report on
Form 10-K (Registrant No. 1-12248) for the
transition period from March 1, 1995 to
December 31, 1995 filed with the Commission
on March 29, 1996)
4(e) Fifth Supplemental Indenture dated as of
June 24, 1996 (Incorporated by reference to
Exhibit No. 4(a)(5) to Registration Statement
on Form S-1 Registration No. 333-16937 filed
with the
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Commission on November 27, 1996)
4(f) Sixth Supplemental Indenture dated as of
December 3, 1997 (Incorporated by reference
to Exhibit No. 4(a)(6) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal
year 1997 filed with the Commission on March
31, 1998)
4(g) Seventh Supplemental Indenture dated as of
August 13, 1998 (Incorporated by reference to
Exhibit No. 4(a)(7) to Quarterly Report on
Form 10-Q (Registrant No. 1-12248) for the
third quarter of fiscal 1997 filed with the
Commission on November 16, 1998)
4(h) Eighth Supplemental Indenture dated as of
April 9, 1999 (Incorporated by reference to
Exhibit No. 4(a)(8) to Quarterly Report on
Form 10-Q (Registrant No. 1-12248) for the
first quarter of fiscal 1999 filed with the
Commission on May 17, 1999)
4(i) Ninth Supplemental Indenture dated as of June
25, 1999 (Incorporated by reference to
Exhibit No. 4(a)(9) to Amendment No. 3 to
Registration Statement on Form S-4
Registration No. 333-82643 filed with the
Commission on October 1, 1999)
4(j) Form on Tenth Supplemental Indenture with
respect to the 12% Senior Subordinated Notes
due 2003 (Incorporated by reference to
Exhibit No. 4(a)(10) to Registration
Statement on Form S-4 Registration No. 333-
82643 filed with the Commission on October 1,
1999)
5 Form of 12% Senior Subordinated Note due 2003
(Incorporated by reference to Exhibit No.
4(b) to Quarterly Report on Form 10-Q
(Registrant No. 1-12248) for the third
quarter of fiscal 1994 filed with the
Commission on January 14, 1994)
6 Rights Agreement, dated as of January 13,
1992, between ICF Kaiser International, Inc.
and Office of the Secretary, ICF Kaiser
International, Inc. as Rights Agent,
including (1) Form of Certificate of
Designations of Series 4 Junior Preferred
Stock; (2) Form of Rights Certificate; and
(3) Summary of Rights to Purchase Preferred
Stock (Incorporated by reference to Exhibit
No. 4(h) to Quarterly Report on Form 10-Q
(Registrant No. 0-18025) for the third
quarter of fiscal 1992 filed with the
Commission on January 14, 1992)
7 Warrant Agreement dated as of December 23,
1996, between ICF Kaiser International, Inc.
and The Bank of New York, as Warrant Agent
(Incorporated by
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reference to Exhibit No. 4(j) to Registration
Statement on Form S-1 Registration No. 333-
19519 filed with the Commission on January
10, 1997)
8 Form of Warrant expiring December 31, 1999
issued under Warrant Agreement dated as of
December 23, 1996 (Incorporated by reference
to Exhibit No. 4(k) to Registration Statement
on Form S-1 Registration No. 333-19519 filed
with the Commission on January 10, 1997)
9 Form of Certificate of Designation regarding
Redeemable Convertible Preferred Stock
(Incorporated by reference to Exhibit No.
4(h) to Amendment No. 3 to Registration
Statement on Form S-4 Registration No. 333-
82643 filed with the Commission on October 1,
1999)
10 Form of Indenture regarding 12% Senior Notes
due 2002 (Incorporated by reference to
Exhibit No. 4(j) to Amendment No. 3 to
Registration Statement on Form S-4
Registration No. 333-82643 filed with the
Commission on October 1, 1999)
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