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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): March 3, 2000
KAISER GROUP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware File No. 1-12248 54-1437073
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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9300 Lee Highway
Fairfax, Virginia 22031-1207
(Address of principal executive offices, including zip code)
703-934-3300
(Registrant's telephone number, including area code)
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Item 5. Other events
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In a press release dated March 3, 2000, Kaiser Group International, Inc.
announced that the New York Stock Exchange, Inc. will suspend trading of the
Company's common stock and that trading will be moved to the National
Association of Securities Dealers' OTC Bulletin Board Service. A copy of this
two page press release is attached to this Report on Form 8-K as Exhibit 99.
Item 7. Financial Statements and Exhibits
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Exhibit 99-Press Release
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: March 6, 2000
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EXHIBIT 99
[Kaiser Group International, Inc.
Letter Head]
FOR IMMEDIATE RELEASE Press Contact: Mary Rekenthaler
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703/934-3086
Investor Contact: Shaun Martin
703/934-3570
KAISER GROUP INTERNATIONAL TO BE SUSPENDED BY NYSE - TRADING TO MOVE TO NASD'S
OTC BULLETIN BOARD
Company Decides Not to Implement Reverse Stock Split
FAIRFAX, VA, Mar. 3, 2000 Kaiser Group International, Inc. (NYSE: KSR)
announced today that the New York Stock Exchange (NYSE) will suspend the trading
of the Company's common stock prior to opening March 8, 2000 and will make the
appropriate filings with the SEC. The Company's common stock will then begin
trading on the National Association of Securities Dealers' OTC Bulletin Board
Service on the date of suspension. The action results from the fact that the
closing price of the Company's common stock on a 30 trading-day average has been
less than $1.00 per share for the past six months. Additionally, the Company
decided not to implement the reverse split of its common stock previously
approved by the Company's shareholders at the November 4, 1999 annual meeting.
Given the current status of the Company's efforts to restructure its debt, the
Company did not feel that it was in the interest of its shareholders to effect
the reverse split at this time and risk the possible decrease in aggregate share
value sometimes associated with reverse splits.
The Company previously submitted a business plan to the NYSE to demonstrate
actions the Company has taken, or planned to undertake, to bring its stock into
conformity with the NYSE continued listing standards: $50 million of global
market capitalization and $50 million of shareholders' equity as well as the
minimum 30 trading-day global market capitalization of $15 million. That plan
was approved and accepted by the NYSE. However, based on a variety of factors,
including operating losses resulting from disappointing revenues and margins
experienced during the fourth quarter of 1999 and the unacceptable terms of the
commitment received in December for a credit facility, the Company was unable to
complete its debt restructuring as contemplated by the plan submitted to the
NYSE.
The Company plans to trade on the OTC Bulletin Board Service, and Jefferies &
Company, Inc. has applied to serve as its market maker. Once trading begins on
the OTC Bulletin Board Service, stockholders will be able to access stock
quotations and trade the Company's common stock through any brokerage or on-line
service. Additional information about the OTC Bulletin Board Service is
available through their website at "www.OTCBB.com."
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The Company will issue a press release early next week indicating its new ticker
symbol on the OTC Bulletin Board.
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About the Company
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Headquartered in Fairfax, Virginia, Kaiser Engineers is one of the United
States' largest companies providing engineering services, project management,
construction management, and program management. Its more than 3,000 employees,
located in 30 offices around the world, serve the market areas of transit and
transportation; alumina/aluminum and mining/minerals; facilities and
water/wastewater; iron and steel; and microelectronics and clean technology.
Kaiser Group International, Inc., the parent company of Kaiser Engineers,
reported gross revenue of more than $1.2 billion for the 12 months ended
December 31, 1998. All references to Kaiser indicate Kaiser Group
International, Inc. and any of its subsidiaries.
Forward-Looking Statements and Certain Factors Affecting Kaiser and Its
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Businesses
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This release contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, which are identified by the
use of forward-looking terminology such as "may," "will," "could," "should,"
"expect," "believe," "anticipate," "aim," "intend," "plan," "estimate," or
"continue" or the negative thereof or other variations thereof. Such forward-
looking statements are necessarily based on various assumptions and estimates
and are inherently subject to various risks and uncertainties, including risks
and uncertainties relating to the possible invalidity of the underlying
assumptions and estimates, that may cause actual results to differ materially
from those stated or implied by these forward-looking statements. These
forward-looking statements also are subject to company-specific risks and
uncertainties, such as: the company's access to commercial lines of credit and
commercially satisfactory contract performance guarantee mechanisms, including
performance bonds; the ability of Kaiser-Hill Company, LLC to enter into a new
contract with the U.S. Department of Energy concerning provision of services at
the DOE's Rocky Flats (Colorado) site; and the company's ability to: maintain
existing contracts (including contracts with the federal government) at their
existing or at improved levels, accurately estimate and recover costs incurred
on fixed-price contracts, sign new contracts in established or new markets
(including international markets), conclude and implement successfully certain
acquisitions and joint-venture relationships, retain and attract key personnel,
manage significant contingent liabilities arising out of prior operations and
contacts, manage cash flow and liquidity needs, and avoid significant
environmental fines, penalties and liabilities.
