<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
____________________
FORM 11-K
____________________
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from _____ to _____
Commission file number 1-12248
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ICF Kaiser International, Inc. Section 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Kaiser Group International, Inc.
9300 Lee Highway
Fairfax, Virginia 22031-1207
<PAGE>
ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN
Financial Statements as of and for the
years ended December 31, 1999 and 1998
Additional Information Required for Form 5500
for the year ended December 31, 1999
<PAGE>
ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN
Table of Contents
--------------------------------------------------------------------------------
Page Number
----------------
Report of Independent Accountants 1
Basic Financial Statements
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-8
Additional Information *
Schedule I - Schedule of Assets Held for Investment Purposes 9
* Other supplemental schedules required by Section 2520.103-10 of the Department
of Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
<PAGE>
Report of Independent Accountants
To the Participants and Administrator of
ICF Kaiser International, Inc. Section 401(k) Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of ICF Kaiser International, Inc. Section 401(k) Plan (the "Plan") at December
31, 1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
As described in Note 9, on June 9, 2000 the Plan Sponsor filed a voluntary
Chapter 11 reorganization petition in the United States Bankruptcy Court. The
impact of the reorganization on both the Sponsor and the Plan is not readily
determinable.
PricewaterhouseCoopers LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania
June 27, 2000
-1-
<PAGE>
ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
As of December 31,
1999 1998
------------------------------------------
<S> <C> <C>
Investments, at fair value
Registered investment companies:
Vanguard 500 Index Fund * $ 33,027,090 * $ 40,620,829
Vanguard Explorer Fund 2,177,296 2,548,622
Vanguard International Growth Fund 3,234,373 3,570,769
Vanguard Long-Term Corporate Fund 4,886,564 * 8,061,612
Vanguard Morgan Growth Fund * 19,854,269 * 20,654,666
Vanguard PRIMECAP FUND * 8,631,198 6,104,190
Vanguard Prime Money Market Fund * 12,775,739 * 17,686,040
Vanguard Wellington Fund * 21,609,629 * 31,949,163
---------------------------------------
106,196,158 131,195,891
ICF Kaiser Common Stock Fund 180,995 599,690
Participant Loans 1,564,191 2,199,424
---------------------------------------
Total investments 107,941,344 133,995,005
---------------------------------------
Receivables
Employer's contributions 30,718 179,173
Participants' contributions 119,814 689,028
---------------------------------------
Total receivables 150,532 868,201
---------------------------------------
Net assets available for benefits $108,091,876 $134,863,206
=======================================
</TABLE>
* Represents 5% or more of net assets available for benefits.
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE>
<TABLE>
<CAPTION>
ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN
Statements of Changes in Net Assets Available for Benefits
-------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1999 1998
------------------------------------------------------
Additions
Investment income:
<S> <C> <C> <C> <C>
Interest and dividend income, investments $ 7,684,946 $ 7,595,345
Interest income, participant loans 127,859 164,175
Net appreciation in fair value of investments 9,983,016 12,111,406
------------------------------------------------------
17,795,821 19,870,926
------------------------------------------------------
Contributions:
Employer 1,457,452 2,399,836
Participant 6,185,954 10,234,043
------------------------------------------------------
7,643,406 12,633,879
------------------------------------------------------
Asset transfers in 406,969 1,093,219
Other additions / (deductions) (23,412) 287
------------------------------------------------------
Total additions 25,822,784 33,598,311
------------------------------------------------------
Deductions
Payment of benefits 52,558,281 17,088,551
Administrative expenses 35,833 44,602
------------------------------------------------------
Total deductions 52,594,114 17,133,153
------------------------------------------------------
Net increase (decrease) (26,771,330) 16,465,158
Net assets available for plan benefits:
Beginning of period 134,863,206 118,398,048
------------------------------------------------------
End of period $108,091,876 $134,863,206
======================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
-3-
<PAGE>
ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN
The following description of the ICF Kaiser International, Inc. Section 401 (k)
Plan ("the Plan") provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's provisions.
General
The Plan is a voluntary, defined contribution plan covering all employees of
Kaiser Group International, Inc. (formerly ICF Kaiser International, Inc.)
("Company"). The Plan was established on March 1, 1989 and has been amended
from time to time. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"). An administrator appointed by the Company
administers the Plan.
During 1999, the Company disposed of two business segments. On April 9, the
Company sold its Environment & Facilities Management Group. Terminated
participants with vested account balances were given the same benefit payment
options as identified below. On June 30, the Company spun-off its ICF
Consulting Group, at which time all vested account balances were automatically
transferred to the ICF Consulting Group Retirement Savings Plan.
Effective December 27, 1999, the Company changed its name from ICF Kaiser
International, Inc. to Kaiser Group International, Inc. This change reflects
the June 1999 sale of the ICF Consulting Group. The name change will not
require shareholders to exchange their existing stock certificates for new
certificates bearing the new name. The Plan has not been amended to reflect the
name change.
Contributions
Participants may contribute up to 12% of their annual compensation to the extent
that the contributions comply with Internal Revenue Code ("IRC") limitations.
These contributions are not subject to federal income taxes until withdrawn, in
accordance with Section 401(k) of the IRC. The Company matches 50% of employee
contributions, up to a maximum of 4% of compensation paid.
Participant Accounts
A separate account is maintained for each investment option of a participant by
type of contribution. Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's contributions
and, (b) Plan earnings, and charged with an allocation of administrative
expenses. Plan earnings are allocated and credited to the account daily based on
the adjusted balance of each participant's account. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account. Administrative expenses are charged to each
participant's account based on a flat quarterly fee.
Vesting
Participants are fully vested in all Company and employee voluntary
contributions plus actual earnings thereon upon entering the Plan.
Participant Loans
Participants may borrow from their fund accounts a maximum equal to the lesser
of $50,000, reduced by the balance of outstanding loans or 50% of their account
balance. Loan transactions are treated as a transfer to (from) the investment
fund from (to) Participant loans. Loan terms can be no longer than five years or
up to 10 years for the purchase of a primary residence. The loans are
collateralized by the balance in the participant's account and bear interest at
a rate commensurate
-4-
<PAGE>
ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
with the Federal Reserve Prime Rate at the time of issuance. Principal and
interest are repaid ratably on a bi-weekly basis through payroll deductions.
Payment of Benefits
In case of a normal retirement, retirement due to permanent disability or
termination of employment; participants may elect to receive the value of their
vested account balance either in a lump sum or as a roll-over in whole or in
part to an eligible retirement plan, in accordance with the provisions of the
Plan. In the event that a participant dies before retirement, the beneficiary
will also receive the value of the participant's vested account balance in
either a lump-sum distribution or as a rollover in whole or in part to an
eligible retirement plan. Participants qualifying for a hardship withdrawal may
receive all or a portion of their contributions, plus investment return earned
thereon, but not more than the amount necessary to meet the financial hardship.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.
Investment Options
During the plan years ending December 31, 1999 and 1998, participants were able
to allocate their contributions among the following investment options:
Vanguard 500 Index Fund: Seeks to provide long-term growth of capital and
income from dividends by holding all of the 500 stocks that make up the
unmanaged Standard & Poor's 500 Composite Stock Price Index, a widely
recognized benchmark of U.S. stock market performance.
Vanguard Explorer Fund: Seeks to provide long-term growth of capital by
investing in a diversified group of small-company stocks with prospects for
above-average growth.
Vanguard International Growth Fund: Seeks to provide long-term growth of
capital by investing in stocks of high-quality, seasoned companies based
outside the United States. Stocks are selected from more than 15 countries.
Vanguard Long-Term Corporate Fund: Seeks to provide high and sustainable
level of interest income by investing primarily in a diversified group of
long-term bonds issued by corporations with strong credit ratings.
Vanguard Morgan Growth Fund: Seeks long-term growth of capital by
investing primarily in stocks of large and mid-sized companies that have
strong records of growth in sales and earnings or that have performed well
during certain market cycles.
Vanguard PRIMECAP Fund: Seeks long-term growth of capital by investing in
stocks of companies with above-average prospects for continued earnings
growth, strong industry positions, and skilled management teams.
Vanguard Prime Money Market Fund: Seeks to provide high income and a
stable share price of $1 by investing in short-term, high-quality money
market instruments issued by financial institutions, non-financial
corporations, the U.S. government, and federal agencies.
-5-
<PAGE>
ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
Vanguard Wellington Fund: Seeks to provide income and long-term growth of
capital without undue risk to capital by investing about 65% of its assets
in stocks and the remaining 35% in bonds.
ICF Kaiser Common Stock Fund: Seeks to provide the potential for long-term
growth through increases in the value of the stock and reinvestment of its
dividends.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The following accounting policies, which conform to accounting principles
generally accepted in the United States, have been used consistently in the
preparation of the Plan's financial statements:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
accounting.
Financial Statement Presentation
The Plan adopted Statement of Position ("SOP") 99-3, Accounting for and
Reporting of Certain Defined Contribution Benefit Plan Investments and Other
Disclosure Matters. Certain reclassifications of the 1998 amounts have been
made to conform to the 1999 presentation in accordance with SOP 99-3. This SOP
eliminated the previously required reporting of changes by investment option for
participant-directed investments.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions and deductions during the
reporting period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices, which represent the net asset
value of shares held by the Plan at year-end. The Company stock fund is valued
at its year-end unit closing price (comprised of year-end market price plus
uninvested cash position). Participant loans are valued at cost, which
approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income.
Payment of Benefits
Benefits are recorded when paid.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of Vanguard
Fiduciary Trust Company ("VFTC"). VFTC acts as trustee for Plan investments.
Transactions in such investments qualify as party-in-interest transactions,
which are exempt from the prohibited transaction rules.
-6-
<PAGE>
ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 4 - INVESTMENTS
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
<TABLE>
<CAPTION>
For the Year Ended
--------------------
1999 1998
---------------- ----------------
<S> <C> <C>
Registered investment companies $10,481,336 $12,323,332
Common Stock (498,320) (211,926)
---------------- ----------------
$ 9,983,016 $12,111,406
---------------- ----------------
</TABLE>
NOTE 5 - PLAN EXPENSES
The assets of the Plan are used to pay the expenses for services necessary for
administration of the Plan. Additionally, the Company provides certain
administrative support for the Plan at no cost.
NOTE 6 - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated October 2, 1998, that the plan and related trust are designed in
accordance with applicable sections of the IRC. The Plan has been amended since
receiving the determination letter. However, the Plan Administrator believes
that the Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
NOTE 7 - RECLASSIFICATIONS
Certain reclassifications of the 1998 amounts have been made to conform to the
1999 presentation.
-7-
<PAGE>
ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
NOTE 8 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the form used to report Plan activity to the U.S.
Department of Labor (Form 5500).
<TABLE>
<CAPTION>
December 31, 1999
-------------------
<S> <C>
Net assets available for benefits per the financial
statements $108,091,876
Amounts allocated to withdrawing participants (647,382)
-------------------
Net assets available for benefits per the Form 5500 $107,444,494
===================
</TABLE>
The following is a reconciliation of withdrawals per the financial statements to
benefits paid to participants per Form 5500.
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefits claims that have been processed and approved for payment prior to
December 31, but not yet paid as of that date.
<TABLE>
<CAPTION>
December 31, 1999
-------------------
<S> <C>
Benefits paid to participants per the financial statements $52,558,281
Add: Amounts allocated to withdrawing participants for
the current plan year 647,382
Less: Amounts allocated to withdrawing participants for
the prior plan year (645,500)
-------------------
Benefits paid to participants per Form 5500 $52,560,163
===================
</TABLE>
NOTE 9 - SUBSEQUENT EVENTS
Effective April 13, 2000, the Plan no longer allowed participant contributions
to the Company Stock Fund.
On June 9, 2000, the Company filed a voluntary Chapter 11 reorganization
petition in the United States Bankruptcy Court for the District of Delaware,
announcing the sale of its engineering operating units and a restructuring of
its debt. The impact of the reorganization on the both the Company and the Plan
is not readily determinable.
-8-
<PAGE>
<TABLE>
<CAPTION>
ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN Schedule I
Schedule of Assets Held for Investment Purposes
As of December 31, 1999
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ICF Kaiser International, Inc. Section 401(k) Plan, EIN 54-1437073
Attachment to Form 5500, Schedule H, Part IV, Line i:
Identity of Issue Investment Type Current Value
-----------------------------------------------------------------------------------------------------------------------------------
* Vanguard 500 Index Fund Registered Investment Company $ 33,027,090
* Vanguard Explorer Fund Registered Investment Company 2,177,296
* Vanguard International Growth Fund Registered Investment Company 3,234,373
* Vanguard Long Term Corporate Fund Registered Investment Company 4,886,564
* Vanguard Morgan Growth Fund Registered Investment Company 19,854,269
* Vanguard PRIMECAP Fund Registered Investment Company 8,631,198
* Vanguard Prime Money Market Fund Registered Investment Company 12,775,739
* Vanguard Wellington Fund Registered Investment Company 21,609,629
* Kaiser Group International, Inc. Common Stock 180,995
* ICF Kaiser International, Inc. Section 401(k) Plan Participant Loans (6.00% - 10.00%) 1,564,191
--------------------------
Total assets held for investment purposes $107,941,344
==========================
* Party in Interest
</TABLE>
-9-
<PAGE>
Exhibit Description of Exhibit
------- ----------------------
No. 23 Consent of Pricewaterhouse Coopers LLP (the Plan's Independent
Accountants)
No. 99 ICF Kaiser International, Inc. Section 401(k) Plan (as amended and
restated as of March 1, 1993) (and further amended with respect to
name change only as of June 26, 1993) (incorporated by reference to
Exhibit No. 10(f) to Quarterly Report on Form ao-Q (Registrant No. 1-
12248) for the second quarter of fiscal 1994 filed with the Commission
on October 15, 1993)
and
Amendment No. 1 dated April 24, 1995 (incorporated by reference to
Exhibit 10(p)(1) to Annual Report on Form 10-K (Registrant No. 1-
12248) fiscal 1995 filed with the Commission on May 23, 1995)
and
Amendment No. 2 dated December 15, 1995 (incorporated by reference to
Exhibit 10(p)(2) to Transition Report on Form 10-K (Registrant No. 1-
12248) for the ten months ended December 31, 1995 filed with the
Commission on March 29, 1996)
and
Amendment No. 3 dated December 13, 1991 (incorporated by reference to
Exhibit 10(q)(3) to Registration Statement on Form S-1 (Registrant No.
333-19519) filed with the Commission on January 10, 1997)
and
Amendment No. 4 dated April 19, 1999 (incorporated by reference to
Exhibit 99 to Annual Report on Form 11-K (Registrant No. 1-12248) for
the fiscal year ended December 31, 1998 filed with the Commission on
June 30, 1999)
and
Amendment No. 5 dated May 20, 1999 (incorporated by reference to
Exhibit 99 to Annual Report on Form 11-K (Registrant No. 1-12248) for
the fiscal year ended December 31, 1998 filed with the Commission on
June 30, 1999)
and
Amendment No. 6 dated April 13, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
ICF Kaiser International, Inc. Section
401(k) Plan
Kaiser Group International, Inc.
Plan Administrator
By: /s/ Marijo Ahlgrimm
-------------------------------------
Marijo L. Ahlgrimm
Senior Vice President & Controller
Date : June 29, 2000
-10-
