-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UtCReKyIfxJNrlohp6Tv01FJ1rKXPgfsJAog3BxrFh0tziobYrJwItp1Lcl8+eac AvH2roicKz+q141D+/+g2Q== 0000950142-96-000716.txt : 19961225 0000950142-96-000716.hdr.sgml : 19961225 ACCESSION NUMBER: 0000950142-96-000716 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961224 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICF KAISER INTERNATIONAL INC CENTRAL INDEX KEY: 0000856200 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 541437073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41027 FILM NUMBER: 96685828 BUSINESS ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 7039343600 MAIL ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 FORMER COMPANY: FORMER CONFORMED NAME: ICF INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CAPITAL & RESEARCH CORP /DE/ DATE OF NAME CHANGE: 19910314 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EXOR GROUP SA CENTRAL INDEX KEY: 0000936817 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 BOULEVARD ROYAL CITY: LUXEMBOURG STATE: N4 BUSINESS PHONE: 2123733000 MAIL ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: C/O PAUL WEISS RIFKIND ET AL CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: IFINT SOCIETE ANONYME ET AL DATE OF NAME CHANGE: 19950203 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 3 Under the Securities Exchange Act of 1934 ICF KAISER INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 449244 10 2 (CUSIP Number) RICHARD S. BORISOFF, ESQ. Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Tel. No.: (212) 373-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 23, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. Page 1 of 34 Pages SCHEDULE 13D CUSIP NO. 449244 10 2 PAGE 2 OF 34 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EXOR America Inc. (I.R.S. No. 13-3680801) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON -0- WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 449244 10 2 PAGE 3 OF 34 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EXOR Western Inc. (I.R.S. No. 13-3788902) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON -0- WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 449244 10 2 PAGE 4 OF 34 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FIMA Finance Management Inc. (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER 2,680,952 (All of BY EACH REPORTING these shares represent Common Stock PERSON into which warrants are exercisable.) WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock.) 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 449244 10 2 PAGE 5 OF 34 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EXOR Group S.A. (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER 2,680,952 (All of BENEFICIALLY OWNED these shares represent Common Stock BY EACH REPORTING into which warrants are exercisable.) PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock.) 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 449244 10 2 PAGE 6 OF 34 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Istituto Finanziario Industriale S.p.A. (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER 2,680,952 (All of BENEFICIALLY OWNED these shares represent Common Stock BY EACH REPORTING into which warrants are exercisable.) PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock.) 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 449244 10 2 PAGE 7 OF 34 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Giovanni Agnelli & C. S.a.a. (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER 2,680,952 (All of BENEFICIALLY OWNED these shares represent Common Stock BY EACH REPORTING into which warrants are exercisable.) PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock.) 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 449244 10 2 PAGE 8 OF 34 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Giovanni Agnelli (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER 2,680,952 (All of BENEFICIALLY OWNED these shares represent Common Stock BY EACH REPORTING into which warrants are exercisable.) PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock.) 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 449244 10 2 PAGE 9 OF 34 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Umberto Agnelli (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER 2,680,952 (All of BENEFICIALLY OWNED these shares represent Common Stock BY EACH REPORTING into which warrants are exercisable.) PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock.) 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 449244 10 2 PAGE 10 OF 34 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Carlo Camerana (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER 2,680,952 (All of BENEFICIALLY OWNED these shares represent Common Stock BY EACH REPORTING into which warrants are exercisable.) PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock.) 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 449244 10 2 PAGE 11 OF 34 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gianluigi Gabetti (S.S. No. ###-##-####) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER 2,680,952 (All of BENEFICIALLY OWNED these shares represent Common Stock BY EACH REPORTING into which warrants are exercisable.) PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock.) 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 449244 10 2 PAGE 12 OF 34 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gabriele Galateri (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER 2,680,952 (All of BENEFICIALLY OWNED these shares represent Common Stock BY EACH REPORTING into which warrants are exercisable.) PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock.) 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 449244 10 2 PAGE 13 OF 34 PAGES -------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cesare Romiti (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER 2,680,952 (All of BENEFICIALLY OWNED these shares represent Common Stock BY EACH REPORTING into which warrants are exercisable.) PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock.) 14 TYPE OF REPORTING PERSON IN Page 14 of 34 Pages AMENDMENT NO. 3 TO SCHEDULE 13D ------------------------------- This Amendment No. 3 amends the Schedule 13D dated January 14, 1991, as amended by Amendment No. 1 thereto dated January 13, 1992 and further amended by Amendment No. 2 thereto dated January 14, 1994 (the Schedule 13D, as amended by Amendments 1 and 2 thereto shall be known as the "Schedule 13D") with respect to the Common Stock, par value $0.01 per share, of ICF Kaiser International, Inc., a Delaware corporation. Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. ITEM 1. SECURITY AND ISSUER. Item 1 to the Schedule 13D is hereby amended and restated in its entirety as follows: This statement relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of ICF Kaiser International, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive office is: ICF Kaiser International, Inc. 9300 Lee Highway Fairfax, VA 22031-1207 ITEM 2. IDENTITY AND BACKGROUND. Item 2 to the Schedule 13D is hereby amended and restated in its entirety as follows: This Statement is being filed by: (i) EXOR America Inc., a Delaware corporation formerly known as IFINT-USA Inc. ("EXOR America"); (ii) EXOR Western Inc., a Delaware corporation ("EXOR Western"), which is the holder of all of the issued and outstanding capital stock of EXOR America; (iii) FIMA Finance Management Inc., Page 15 of 34 Pages a British Virgin Islands corporation ("FIMA" and, together with EXOR America, the "Purchasers"), which is the holder of all of the issued and outstanding capital stock of EXOR Western; (iv) EXOR Group S.A., a Luxembourg corporation ("EXOR"), which is the holder of all of the issued and outstanding capital stock of FIMA; (v) Istituto Finanziario Industriale S.p.A., an Italian corporation ("IFI"), which for purposes of the Securities Exchange Act of 1934, as amended (the "Act"), is deemed to control EXOR; (vi) Giovanni Agnelli & C. S.a.a., an Italian limited partnership represented by shares ("GA"), which for purposes of the Act is deemed to control IFI; and (vii) Messrs. Giovanni Agnelli, Umberto Agnelli, Carlo Camerana, Gianluigi Gabetti, Gabriele Galateri and Cesare Romiti, the General Partners of GA, who for purposes of the Act are deemed to control GA (all such persons in (i) through (vii) being hereinafter referred to as the "Reporting Persons"). EXOR America ------------ The present principal business activity of EXOR America is as a holding company of some of EXOR's indirect subsidiaries and investments in the United States. EXOR America also provides management assistance to companies in which EXOR has an interest. The address of EXOR America's principal business and principal office is: EXOR America Inc. 375 Park Avenue New York, New York 10152 EXOR Western ------------ The principal business activity of EXOR Western is as an investment holding company for various investments in which EXOR holds an indirect interest, Page 16 of 34 Pages including all of the capital stock of EXOR America. The address of EXOR Western's principal business and principal office is: EXOR Western Inc. 375 Park Avenue New York, New York 10152 EXOR ---- The present principal business activity of EXOR is to invest and hold participations in selected industries through substantial direct or indirect equity participations in companies that have a leading position in their respective industries. The address of EXOR's principal business and principal office is: EXOR Group S.A. 2 Boulevard Royal Luxembourg IFI --- The present principal business activity of IFI is as a holding company. It also provides financial and organizational assistance to the companies in which it has a direct or indirect controlling interest. Such companies include FIMA, EXOR America, EXOR Western, EXOR, and a variety of companies involved in diverse areas of business, including, but not limited to, automobile manufacturing, construction material manufacturing, publishing, retailing and financial investments. The address of IFI's principal business and principal office is: Istituto Finanziario Industriale S.p.A. Via Carlo Marenco, 25 Torino, Italy Page 17 of 34 Pages GA -- The present principal business activity of GA is to ensure the cohesion and continuity of the management of its controlling interest in IFI. The address of GA's principal business and principal office is: Giovanni Agnelli & C. S.a.a. Via del Carmine, 2 Torino, Italy Schedule A to this Statement, which is attached hereto and incorporated herein by reference, sets forth the citizenship, business address and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of Messrs. Giovanni Agnelli, Umberto Agnelli, Carlo Camerana, Gianluigi Gabetti, Gabriele Galateri and Cesare Romiti and each executive officer and director of FIMA, EXOR America, EXOR Western, EXOR and IFI. None of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any person listed on Schedule A who is not a Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. None of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any person listed on Schedule A who is not a Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject Page 18 of 34 Pages to, federal or state securities laws or finding any violation with respect to such laws during the past five years. ITEM 3. PURPOSE OF TRANSACTION. Item 3 to the Schedule 13D is hereby amended by adding the following: Pursuant to an Agreement, dated as of December 23, 1996 (the "Repurchase Agreement"), by and among the Issuer, EXOR America and FIMA, the Issuer and Purchasers have agreed to terminate their relationship upon the redemption or purchase by Issuer of all of the outstanding shares of Series 2D Preferred Stock and the purchase by Issuer of all of the Replacement Tranche 2 Warrants. Section 17.01 of the Issuer's Amended and Restated Certificate of Incorporation provides that on the fifth anniversary of the issue date of the Series 2D Preferred Stock, if any shares of the Series 2D Preferred Stock are outstanding, to the extent the Issuer shall have funds legally available for such payment, the Issuer shall redeem all such outstanding shares at a redemption price equal to the Liquidation Preference, together with accrued and unpaid dividends thereon to the date of redemption. The fifth anniversary of the issue date of the Series 2D Preferred Stock is January 13, 1997 (the "Mandatory Redemption Date") and the aggregate redemption price would be $20 million plus accrued dividends to the Mandatory Redemption Date of $238,333.33, for a total redemption price of $20,238,333.33 (the "Mandatory Redemption Price"). The Repurchase Agreement provides that the Issuer may, at its option, purchase from EXOR America, all of the outstanding shares of Series 2D Preferred Page 19 of 34 Pages Stock on a date prior to the Mandatory Redemption Date (such purchase the "Optional Purchase" and such date the "Optional Purchase Date") for an aggregate purchase price equal to $20 million plus accrued dividends on the Series 2D Preferred Stock to the Optional Purchase Date and without any premium (the "Optional Purchase Price"). FIMA, which is the owner of all of the outstanding replacement Tranche 2 Warrants, has agreed to sell to the Issuer, and Issuer has agreed to purchase from FIMA and cancel, all of the outstanding Replacement Tranche 2 Warrants on the Optional Purchase Date, should it occur, or on the Mandatory Redemption Date, for an aggregate purchase price of $10.00 (the "Warrant Purchase Price"). The Issuer has agreed to provide the Purchasers at least five days' written notice of its intention to effect the Optional Purchase (such notice the "Optional Purchase Notice"). On the Optional Purchase Date, if the Issuer delivers the Optional Purchase Notice, or on the Mandatory Redemption Date, if the Issuer does not deliver the Optional Purchase Notice, (i) the Issuer will deliver to EXOR America, by wire transfer of immediately available funds, the full Optional Purchase Price or Redemption Price, as the case may be, for the Series 2D Preferred Stock and (ii) the Issuer will deliver to FIMA a check for the Warrant Purchase Price. Immediately upon closing of the transactions described above the Purchasers shall cause Gian Andrea Botta to submit his resignation as a director of the Issuer. Additionally, upon closing of the transactions contemplated by the Repurchase Agreement, all obligations of the Issuer and Purchasers under the Securities Page 20 of 34 Pages Purchase Agreement, as amended by Amendment No. 1 and Amendment No. 2, shall terminate and be of no further force and effect. The above description of the Repurchase Agreement is qualified by reference to such agreement, a copy of which is attached hereto as Exhibit 31, and which is incorporated herein by reference. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. Items 4(a) and 4(b) of the Schedule 13D are amended and restated in their entirety as follows: (a) FIMA beneficially owns directly the Replacement Tranche 2 Warrants to purchase in the aggregate 2,680,952 shares of Common Stock representing 10.7% of the outstanding Common Stock of the Issuer based on 22,361,842 shares of Common Stock outstanding as of October 31, 1996, as calculated in accordance with Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the "Act"). EXOR America beneficially owns directly 200 shares of the Series 2D Preferred Stock. EXOR through its control of FIMA, IFI through its deemed control (for purposes of the Act) of EXOR, GA through its deemed control (for purposes of the Act) of IFI, and Messrs. Giovanni Agnelli, Umberto Agnelli, Carlo Camerana, Gianluigi Gabetti, Gabriele Galateri and Cesare Romiti through their deemed control (for purposes of the Act) of GA, beneficially own indirectly all the Replacement Tranche 2 Warrants owned directly by FIMA. EXOR Western through its control of EXOR America, FIMA through its control of EXOR Western, EXOR through its control of FIMA, IFI through its deemed Page 21 of 34 Pages control (for purposes of the Act) of EXOR, GA through its deemed control (for purposes of the Act) of IFI, and Messrs. Giovanni Agnelli, Umberto Agnelli, Carlo Camerana, Gianluigi Gabetti, Gabriele Galateri and Cesare Romiti through their deemed control (for purposes of the Act) of GA, beneficially own indirectly all of the Series 2D Preferred Stock owned directly by EXOR America. To the best knowledge of the Reporting Persons, no person listed on Schedule A who is not a Reporting Person beneficially owns any Replacement Tranche 2 Warrants or any shares of Series 2D Preferred Stock or any shares of Common Stock. (b) All of the Reporting Persons, except EXOR America and EXOR Western, share the power to dispose or to direct the disposition of the Replacement Tranche 2 Warrants reported in (a) above as beneficially owned by the Reporting Persons and the power to vote or to direct the vote of the shares of Common Stock into which such warrants are exercisable. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 5 of the Schedule 13D is hereby amended by adding the following: See Item 3 for a discussion of the Repurchase Agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 31 - Agreement, dated as of December 23, 1996, by and among the Issuer, EXOR America and FIMA. Page 22 of 34 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. FIMA FINANCE MANAGEMENT INC By: /s/ Ernest Rubenstein --------------------------- Name: Ernest Rubenstein Title: Attorney-in Fact EXOR AMERICA INC. By: /s/ G. Andrea Botta --------------------------- Name: G. Andrea Botta Title: President EXOR WESTERN INC. By: /s/ G. Andrea Botta --------------------------- Name: G. Andrea Botta Title: President EXOR GROUP S.A. By: /s/ Ernest Rubenstein --------------------------- Name: Ernest Rubenstein Title: Attorney-in Fact ISTITUTO FINANZIARIO INDUSTRIALE S.p.A. By: /s/ Ernest Rubenstein --------------------------- Name: Ernest Rubenstein Title: Attorney-in Fact Page 23 of 34 Pages GIOVANNI AGNELLI & C.S.a.a. By: /s/ Ernest Rubenstein --------------------------- Name: Ernest Rubenstein Title: Attorney-in Fact /s/ Ernest Rubenstein --------------------------- Giovanni Agnelli, by Ernest Rubenstein Attorney-in Fact /s/ Ernest Rubenstein --------------------------- Umberto Agnelli, by Ernest Rubenstein Attorney-in Fact /s/ Ernest Rubenstein --------------------------- Carlo Camerana, by Ernest Rubenstein Attorney-in Fact /s/ Ernest Rubenstein --------------------------- Gianluigi Gabetti, by Ernest Rubenstein Attorney-in Fact /s/ Ernest Rubenstein --------------------------- Gabriele Galateri, by Ernest Rubenstein Attorney-in Fact /s/ Ernest Rubenstein --------------------------- Cesare Romiti, by Ernest Rubenstein Attorney-in Fact Date: December 23, 1996 Page 24 of 34 Pages Schedule A
Position Held with GA, IFI, EXOR, FIMA, EXOR Western and/or Present Principal Name Citizenship Business Address EXOR America Business Activity - ---------------------- -------------------- ---------------------- ---------------------------- ------------------------------- Giovanni Agnelli Italy Corso Marconi 10 General Partner and Honorary Chairman of FIAT 10125 Torino, Italy Chairman of GA, S.p.A., an Italian corporation, Chairman of IFI, which owns and controls Director of Chairman of companies throughout the EXOR world which are engaged in a wide variety of businesses. The core business of FIAT is the manufacturing of automobiles Umberto Agnelli Italy Corso Matteotti 26 General Partner of GA, Deputy Chairman and 10121 Torino, Italy Deputy Chairman and Managing Director of IFI Managing Director of IFI Gianluigi Gabetti Italy 15 Rue du General General Partner of GA, Vice Chairman of EXOR Dufour Vice Chairman of IFI, 1204 Geneva, Director and Vice Switzerland Chairman of EXOR and Chairman of EXOR America Cesare Romiti Italy Corso Marconi, 10 General Partner of GA Chairman of FIAT S.p.A. 10125 Torino, Italy Michel David-Weill France One Rockefeller Director of IFI, Director Chairman of Lazard Partners Plaza, New York, of EXOR and Senior Partner of Lazard New York 10020 Freres & Co., a privately held holding company with the following investment banking operations as its primary assets: Lazard Freres & Co. (NY), Lazard Freres Cie (Paris), Lazard Freres Brothers (London) Pio Teodorani- Italy Corso Matteotti 26 Director of IFI Director of the Board of IFI Fabbri 10121 Torino, Italy Franzo Grande Italy Via del Carmine 2 Secretary of the Board Civil Lawyer Stevens 10122 Torino, Italy of General Partners of GA, Director of and Counsel to IFI
Page 25 of 34 Pages
Position Held with GA, IFI, EXOR, FIMA, EXOR Western and/or Present Principal Name Citizenship Business Address EXOR America Business Activity - ---------------------- -------------------- ---------------------- ---------------------------- ------------------------------- Jacques Loesch Luxembourg 8, Rue Zithe Director of EXOR Senior Partner, Loesch & L-1011 Wolter Luxembourg (Counsel to EXOR) Henry C.M. Switzerland 30 Bahnhofstrasse Director of EXOR Chairman and Managing Bodmer Zurich, Switzerland Director of Abegg Holding A.G., a private family investment holding company, with investments in the areas of banking, real estate, wire, cable and plastic material Hans-Ulrich Doerig Switzerland c/o Credit Suisse Director of EXOR Vice Chairman of the Board CH-8021 Zurich, of Credit Suisse, Zurich, a Switzerland leading Swiss commercial bank Richard Allen United States 1230 Avenue of the Director of EXOR Private Investor Voell Americas, New York, New York Andre Ardoin France 13 Avenue de Director of EXOR Lawyer L'Opera 75001 Paris, France Tiberto Ruy Italy 19 Avenue Director of EXOR President of an EXOR, S.A., Brandolini d'Adda Montaigne 75008 an investment holding Paris, France company Corinne France 19 Avenue Director of EXOR Associee Gerante of Chateau Mentzelopoulos Montaigne 75008 Margaux, an affiliate of Paris, France EXOR Gaston Thorn Luxembourg 2 Boulevard Royal Director of EXOR Chairman of Banque Luxembourg Internationale a Luxembourg, a leading Luxembourg commercial bank Fayez Shalaby Egypt 2 Houston Center Director of EXOR President and Chairman of Sarofim Suite 2907, Fayez Sarofim & Co., a Houston, Texas privately owned investment 77010 management firm N. Peter Ruys United States Voltastrasse 61 Director of FIMA, Secretary of the Board of CH-8044 Zurich Director, Vice President, EXOR Switzerland Secretary and Treasurer of EXOR Western, Director of EXOR America
Page 26 of 34 Pages
Position Held with GA, IFI, EXOR, FIMA, EXOR Western and/or Present Principal Name Citizenship Business Address EXOR America Business Activity - ---------------------- -------------------- ---------------------- ---------------------------- ------------------------------- Tortola Corp. British Virgin Wickhams Cay, Director of FIMA Service Company Company Ltd. Islands P.O. Box 662 Road Town, Tortola British Virgin Islands Siegfried Maron Switzerland Voltastrasse 61 President of FIMA Managing Director of SADCO CH-8044 Zurich S.A., an affiliate of EXOR Switzerland Carlo Camerana Italy c/o Magneti General Partner of GA, Deputy Chairman of Magneti Marelli Corbetta Director of IFI Marelli, a manufacturer of Milan, Italy automotive components Gabriele Galateri Italy Corso Mateotti, 26 General Partner of GA, Managing Director and 10121 Torino, Italy Managing Director and General Manager of IFI General Manager of IFI Gian Andrea Botta Italy 375 Park Avenue President and Director of President of EXOR America New York, NY EXOR America, 10152 President and Director of EXOR Western
Page 27 of 34 Pages EXHIBIT 31 AGREEMENT This Agreement, dated as of December 23, 1996, is entered into by and among ICF KAISER INTERNATIONAL, INC., a Delaware corporation (formerly American Capital and Research Corporation and ICF International, Inc.) (the "Company"), EXOR AMERICA INC., a Delaware corporation (formerly IFINT-USA Inc.) ("EXOR America"), and FIMA FINANCE MANAGEMENT INC., a British Virgin Islands corporation ("FIMA") (EXOR America and FIMA sometimes hereinafter being called collectively the "Purchasers"). RECITALS The Purchasers originally entered into that certain Securities Purchase Agreement, dated as of December 20, 1990 (the "Securities Purchase Agreement"), with the Company pursuant to which the Purchasers purchased from the Company the Old Tranche 1 Shares and the Old Tranche 1 Warrants. Pursuant to Amendment No. 1 to the Securities Purchase Agreement, dated as of January 13, 1992 ("Amendment No. 1"), the Purchasers exchanged (i) the Old Tranche 1 Shares held by them for the New Tranche 1 Shares and (ii) the Old Tranche 1 Warrants held by them for the New Tranche 1 Warrants. Pursuant to Amendment No. 1, the Purchasers also amended the terms of and exercised the Tranche 2 Option and purchased from the Company (i) the Tranche 2 Shares, consisting of 200 shares of the Company's Series 2D Senior Preferred Stock, par value $0.01 per share (the "Series 2D Preferred Stock"), and (ii) the Tranche 2 Warrants to purchase 2,680,952 shares of the Company's Common Stock, subject to adjustment. 27 Page 28 of 34 Pages Pursuant to Amendment No. 2 to the Securities Purchase Agreement, dated as of October 27, 1993 ("Amendment No. 2"), the Purchasers (i) sold to the Company all of the New Tranche 1 Shares and New Tranche 1 Warrants and (ii) delivered to the Company the Tranche 2 Warrants in exchange for the Replacement Tranche 2 Warrants (the "Series 2D Warrants") to purchase 2,680,952 shares of Common Stock. Section 17.01 of the Company's Amended and Restated Certificate of Incorporation provides that on the fifth anniversary of the Issue Date of the Series 2D Preferred Stock, if any shares of the Series 2D Preferred Stock are outstanding, to the extent the Company shall have funds legally available for such payment, the Company shall redeem all such outstanding shares at a redemption price per share equal to the Liquidation Preference, together with accrued and unpaid dividends thereon to the date of redemption. The fifth anniversary of the Issue Date of the Series 2D Preferred Stock is January 13, 1997 (the "Mandatory Redemption Date") and the aggregate redemption price would be $20,000,000 plus accrued dividends to the Mandatory Redemption Date of $238,333.33, for a total redemption price of $20,238,333.33 (the "Mandatory Redemption Price"). EXOR America, which is the owner of all of the outstanding shares of Series 2D Preferred Stock, desires to sell to the Company, and the Company desires to purchase from EXOR America, all of the outstanding shares of Series 2D Preferred Stock on a date prior to the Mandatory Redemption Date (such purchase the "Optional Purchase" and such date the "Optional Purchase Date") for an aggregate purchase price equal to $20,000,000 plus accrued dividends on the Series 2D Preferred Stock to the Optional Purchase Date and without any premium (the "Optional Purchase Price"). 28 Page 29 of 34 Pages FIMA, which is the owner of all of the outstanding Series 2D Warrants, desires to sell to the Company, and the Company desires to purchase from FIMA and cancel, all of the outstanding Series 2D Warrants on the Optional Purchase Date, should it occur, or on the Mandatory Redemption Date, for an aggregate purchase price of Ten Dollars ($10.00) (the "Warrant Purchase Price"). The Company and the Purchasers mutually desire to terminate their relationship upon the redemption or purchase by the Company of all of the outstanding shares of Series 2D Preferred Stock and the purchase by the Company of all of the Series 2D Warrants and the payment by the Company to EXOR America of the Mandatory Redemption Price or the Optional Purchase Price, as the case may be, and to FIMA of the Warrant Purchase Price, as provided herein. NOW, THEREFORE, in consideration of the premises, the parties hereby agree as follows: 1. Notification of Optional Purchase. The Company will provide the --------------------------------- Purchasers at least five days advance written notice of its intention to effect the Optional Purchase (such notice the "Optional Purchase Notice"). The Optional Purchase Notice shall set forth the Optional Purchase Date, which shall be a date on which banks in The City of New York are open, and the Optional Purchase Price and shall be deemed to be delivered to both of the Purchasers if sent by facsimile transmission to EXOR America during normal business hours to the attention of Gian Andrea Botta, facsimile number: (212) 355-5690, with a copy of such facsimile sent to Paul, Weiss, Rifkind, Wharton & Garrison, to the attention of Richard S. Borisoff, Esq., facsimile number (212) 373-2523. 29 Page 30 of 34 Pages 2. Purchase or Redemption of Series 2D Preferred Stock. On the Optional --------------------------------------------------- Purchase Date, if the Company delivers the Optional Purchase Notice, or on the Mandatory Redemption Date, if the Company does not deliver the Optional Purchase Notice, the Company will deliver to EXOR America, by wire transfer of immediately available funds to the EXOR America bank account to which the Company paid the November 30, 1996 dividend on the Series 2D Preferred Stock the full Optional Purchase Price or Redemption Price, as the case may be, for the Series 2D Preferred Stock. On the Optional Purchase Date or the Mandatory Redemption Date, as the case may be, EXOR America will deliver to the Company for cancellation Certificate No. P2D-1 for 200 shares of Series 2D Preferred Stock, properly assigned to the Company. 3. Purchase of Series 2D Warrants. On the Optional Purchase Date, if ------------------------------ the Company delivers the Optional Purchase Notice, or on the Mandatory Redemption Date, if the Company does not deliver the Optional Purchase Notice, the Company will deliver to FIMA or its designated agent a check for the Warrant Purchase Price and FIMA will deliver to the Company for cancellation Series 2D Warrant Certificate No. 2D-2 to purchase 2,680,952 shares of the Company's Common Stock, properly assigned to the Company. 4. Resignation of Director. Immediately upon receipt by the parties of ----------------------- all of the deliveries pursuant to Sections 2 and 3 of this Agreement, the Purchasers shall cause Gian Andrea Botta to submit his resignation as a director of the Company and deliver written confirmation of the same to the Company in the form of Exhibit A hereto, effective at the close of business on the date that EXOR America receives payment of the 30 Page 31 of 34 Pages Optional Purchase Price or the Redemption Price, as the case may be, in accordance with Section 2 of this Agreement. 5. Termination of Securities Purchase Agreement. Effective upon the -------------------------------------------- receipt by the parties of all of the deliveries pursuant to Sections 2, 3 and 4 of this Agreement, all obligations of the Company and the Purchasers under the Securities Purchase Agreement, as amended by Amendment No. 1 and Amendment No. 2, shall terminate and be of no further force and effect. 6. Mutual Release. Effective upon the receipt by the parties of all -------------- of the deliveries pursuant to Sections 2, 3 and 4 of this Agreement, each party to this Agreement (the "Releasing Party") hereby voluntarily, knowingly and willingly releases, acquits and forever discharges each other party (the "Released Party"), and each of the Released Party's former, current and future parents, subsidiaries, divisions, affiliates, predecessors, successors, and assigns, and each of their respective current, former and future employees, officers, directors, shareholders, joint venturers, attorneys, representatives, agents, owners, servants, counselors, consultants, and general and limited partners from any and all claims, actions, causes of action, damages, liabilities, promises, debts, compensation, losses, obligations, costs or expenses of any kind or nature whatsoever, whether known or unknown, that the Releasing Party ever had, now has or hereinafter may have against any or all of them, up to and including the Optional Purchase Date or the Mandatory Redemption Date, as the case may be, for any acts or omissions in connection with the transactions contemplated by the Securities Purchase Agreement, as amended by Amendment No. 1 and Amendment No. 2, including, without limitation, any acts or omissions of the Company related to the Series 2D Preferred Stock 31 Page 32 of 34 Pages or the Series 2D Warrants; provided, however, that nothing in this Section 6 -------- ------- shall affect any rights to indemnification that Gian Andrea Botta may have as a director or former director of the Company pursuant to Section 145 of the Delaware General Corporation Law, Sections 9.01 to 9.13 of the Company's Restated Certificate of Incorporation, Article VIII of the Company's Amended and Restated By-laws or otherwise. 7. Miscellaneous. ------------- a. Governing Law. This Agreement shall be governed by and ------------- construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflict of laws principles of such State. b. Counterparts. This Agreement may be executed by the parties ------------ hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof signed by less than all, but together signed by all of the parties hereto. c. Headings. The headings in this Agreement are for -------- reference only, and shall not affect the interpretation of this Agreement. d. Obligations Joint and Several. The obligations of the ----------------------------- Purchasers contained herein are joint and several. e. Payments Set Aside. To the extent that any payments made ------------------ hereunder to EXOR America or FIMA are subsequently invalidated, declared to be fraudulent or preferred, set aside or otherwise required to be repaid to the Company or to any trustee for or other representative of the Company, then to the extent of such 32 Page 33 of 34 Pages repayment, all rights of EXOR America and FIMA originally intended to be satisfied and released hereunder shall be revived and continued in full force and effect as if such payments had never occurred, and the release made by EXOR America and FIMA in Section 6 hereof shall be ineffective ab initio and shall be restored only when and if such payments have been restored in full. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written. ICF KAISER INTERNATIONAL, INC. By: /s/ Richard K. Nason ----------------------------------- Name: Richard K. Nason Title: Executive Vice President and Chief Financial Officer EXOR AMERICA, INC. By: /s/ G. Andrea Botta ----------------------------------- Name: G. Andrea Botta Title: President FIMA FINANCE MANAGEMENT INC. By: /s/ Richard S. Borisoff ----------------------------------- Name: Richards S. Borisoff Title: Attorney-in-Fact 33 Page 34 of 34 Pages EXHIBIT A EXOR AMERICA, INC. 375 PARK AVENUE NEW YORK, NEW YORK 10152 December __, 1996 ICF Kaiser International, Inc. 9300 Lee Highway Fairfax, Virginia 22031 Attention: Corporate Secretary Gentlemen: Pursuant to Section 4 of the Agreement, dated December __, 1996, by and among ICF Kaiser International, Inc. (the "Company"), EXOR America, Inc. ("EXOR America") and FIMA Finance Management Inc. (the "Agreement"), I hereby resign as a director of the Company, effective at 5:00 p.m., Eastern Standard Time, on the date that EXOR America receives payment of the Optional Purchase Price or the Redemption Price (as such terms are defined in the Agreement), as the case may be, in accordance with Section 2 of the Agreement. Very truly yours, Gian Andrea Botta -----END PRIVACY-ENHANCED MESSAGE-----