-----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, GR1iuCJe1W14Nnqp6lqODRv/DEEdi7FW+/2SFVBTelsS7zV0yKowhveyrKnBpRIj JwFxlqblHp+9VYNfQIT4yA== 0000200491-96-000008.txt : 20030212 0000200491-96-000008.hdr.sgml : 20030212 19960215134028 ACCESSION NUMBER: 0000200491-96-000008 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960215 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41027 FILM NUMBER: 96521032 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: MATHERS & CO CENTRAL INDEX KEY: 0000200491 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 CORPORATE NORTH STREET 2: STE 201 CITY: BANNOCKBURN STATE: IL ZIP: 60016-1253 BUSINESS PHONE: 7082957400 MAIL ADDRESS: STREET 1: 100 CORPORATE NORTH STREET 2: STE 201 CITY: BANNOCKBURN STATE: IL ZIP: 60015-1253 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* ICF KAISER INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 449244 10 2 (CUSIP Number) Check the following box if a fee is being paid with this statement . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages(s)) Page 1 of 8 Pages As of 12-31-95 CUSIP No.449244 10 2 (ICF) 13 G Page 2 of 8 Pages As of 12-31-95 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mathers and Company, Inc. IRS ID #36-2666070 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * Not Applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION An Illinois Corporation NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5, 6, 7 AND 8). 5. SOLE VOTING POWER 84,000 * 6. SHARED VOTING POWER None * *Persons who are officers of Mathers and Company, Inc., including Mr. Van der Eb, also serve as officers of Mathers Fund, Inc. In their capacity as officers of the Fund, these persons vote the additional shares included in this schedule which are owned by the Fund. 7. SOLE DISPOSITIVE POWER 2,174,100 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,174,100 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2,174,100 / 21,263,828 = 10.2% 12. TYPE OF REPORTING PERSON IA, CO CUSIP No.449244 10 2 (ICF) 13 G Page 3 of 8 Pages As of 12-31-95 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Henry G. Van der Eb, Jr. SS ####-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * Not Applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5, 6, 7 AND 8). 5. SOLE VOTING POWER 114,569 * * Including shares held in advisory accounts for which Mathers and Company, Inc. has sole voting power. 6. SHARED VOTING POWER 2,090,000 ** ** Persons who are officers of Mathers and Company, Inc., including Mr. Van der Eb, also serve as officers of Mathers Fund, Inc. In their capacity as officers of the Fund, these persons vote the shares included in this schedule which are owned by the Fund. 7. SOLE DISPOSITIVE POWER 2,204,569 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,204,569 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2,204,569 / 21,263,828 = 10.4% 12. TYPE OF REPORTING PERSON HC, IN CUSIP No. 449244 10 2 (ICF) 13 G Page 4 of Pages As of 12-31-95 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mathers Fund, Inc. IRS ID #36-2554362 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5, 6, 7 AND 8). 5. SOLE VOTING POWER 2,090,000 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,090,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2,090,000 / 21,263,828 = 9.8% 12. TYPE OF REPORTING PERSON IV, CO CUSIP No. 449244 10 2 (ICF) 13G Page 5 of 8 Pages As of 12-31-95 Item 1(a) Name of Issuer: ICF Kaiser International, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 9300 Lee Highway Fairfax, VA 22301 Item 2(a) Name of Persons Filing: Mathers and Company, Inc. ("Mathers"); Henry G. Van der Eb, Jr.; Mathers Fund, Inc. ("Mathers Fund") Item 2(b) Address of Principal Business Office: 100 Corporate North, Suite 201 Bannockburn, IL 60015 Item 2(c) Citizenship: Mathers and Company, Inc. - An Illinois corporation Henry G. Van der Eb, Jr. - U.S.A. Mathers Fund, Inc. - A Maryland corporation Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 449244 10 2 (ICF) Item 3. This statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) by Mathers, an investment adviser registered under section 203 of the Investment Advisers Act of 1940, by Mathers Fund, an open-end investment company registered under the Investment Company Act of 1940 which is managed by Mathers, and by Mr. Van der Eb. Mr. Van der Eb is the President, Director and controlling shareholder of Mathers and, as such, may be deemed pursuant to Rule 13d-3 to also have beneficial ownership of the shares reported on this schedule. Mr. Van der Eb disclaims beneficial ownership of all such shares held by the Mathers Fund and other advisory accounts of Mathers. Mr. Van der Eb is also the Chairman and a Director of the Mathers Fund. Cusip No. 449244 10 2 (ICF) 13G Page 6 of 8 Pages Item 4. Ownership: (a) Amount Beneficially Owned: See No. 9, Pages 2, 3 & 4 (b) Percent of Class: See No. 11, Pages 2, 3 & 4 (c) Number of shares as to which such person has: See No. 7, Pages 2, 3 & 4 (i) sole power to vote or to direct the vote See No. 7, Pages 2, 3 & 4 (ii) shares power to vote or to direct the vote NONE (iii) sole power to dispose or to direct the disposition of See No. 9,Pages 2, 3 & 4 (iv) shared power to dispose or to direct the disposition of NONE Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: Item 6. Ownership of More than Five Percent on Behalf of Another Person. Of the securities reported upon by Mathers and by Mr. Van der Eb in this schedule, 2,174,100 are held by Mathers and Company clients, including the 2,090,000 shares owned by the Mathers Fund of which there are more than 13,000 shareholders. Mr. Van der Eb disclaims beneficial ownership of all such shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Mr. Van der Eb, an individual, is the controlling shareholder of Mathers, a registered investment adviser which has acquired the shares of ICF for the accounts of advisory clients. CUSIP No. 449244 10 2 (ICF) 13G Page 7 of 8 As of 12-31-95 Item 8. Identification and Classification of Member of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE 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. MATHERS AND COMPANY, INC. HENRY G. VAN DER EB, JR. By:HENRY G. VAN DER EB, JR. Henry G. Van der Eb, Jr. Henry G. Van der Eb, Jr. Individually President MATHERS FUND, INC. By:HENRY G. VAN DER EB, JR. DATE: February 13, 1996 Henry G. Van der Eb, Jr. Chairman CUSIP No. 449244 10 2 (ICF) 13G Page 8 of 8 Pages As of 12-31-95 EXHIBIT A JOINT FILING AGREEMENT Each of the undersigned parties hereby agrees to the joint filing of a statement of beneficial ownership on Schedule 13G to satisfy the separate reporting obligations of each of them pursuant to Rule 13d-1(b), promulgated under the Securities Exchange Act of 1934, as amended, with respect to the shares of ICF Kaiser International, Inc. (ICF) which are held by certain investment advisory accounts managed by Mathers and Company, Inc. It is agreed that such statement shall be deemed filed on behalf of each of such parties, but this agreement shall not be construed as creating responsibility by any party for the completeness and accuracy of any information contained in such statement concerning the other parties. Dated: February 13, 1996 HENRY G. VAN DER EB, JR. Henry G. Van der Eb, Jr.,Individually MATHERS AND COMPANY, INC. By: HENRY G. VAN DER EB, JR. Henry G. Van der Eb,Jr.,President MATHERS FUND, INC. By:HENRY G. VAN DER EB, JR. Henry G. Van der Eb, Jr.,Chairman -----END PRIVACY-ENHANCED MESSAGE-----