-----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, I5IcKxEwTg96k8d8Xjs4rtBuGxqZGIgA+FA7C5TGg7YJrD/zYJTRaZTXZMUOtULi Q2a1ZYbZwBt5778o3bIsRg== 0000919574-01-500268.txt : 20010511 0000919574-01-500268.hdr.sgml : 20010511 ACCESSION NUMBER: 0000919574-01-500268 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010510 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KAISER GROUP HOLDINGS INC CENTRAL INDEX KEY: 0000856200 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 542014870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41027 FILM NUMBER: 1628666 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: KAISER GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19991220 FORMER COMPANY: FORMER CONFORMED NAME: ICF KAISER INTERNATIONAL INC DATE OF NAME CHANGE: 19930811 FORMER COMPANY: FORMER CONFORMED NAME: ICF INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BENNETT JAMES D CENTRAL INDEX KEY: 0001027829 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O BENNETT MANAGEMENT CORP STREET 2: 2 STAMFORD PLZ STE 1501 261 TRESSER BLVD CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033533101 MAIL ADDRESS: STREET 1: C/O BENNETT MANAGEMENT CORP STREET 2: 2 STAMFORD PLZ STE 1501 261 TRESSER BLVD CITY: STAMFORD STATE: CT ZIP: 06901 SC 13D 1 be75252000bf8.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: Kaiser Group Holdings, Inc. (successor issuer to Kaiser Group International, Inc.) Title of Class of Securities: Common Stock, par value $.01 per share CUSIP Number: 483059101 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) James D. Bennett c/o Bennett Management Corporation 2 Stamford Plaza, Suite 1501 281 Tresser Blvd. Stamford, Connecticut 06901 (Date of Event which Requires Filing of this Statement) April 17, 2001 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(e), 13d-1(f), or 13d-1(g), check the following box [ ]. *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). 2 CUSIP No. 483059101 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Bennett Restructuring Fund, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 153,695 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 153,695 3 11. Aggregate Amount Beneficially Owned by Each Reporting Person 153,695 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 9.55% 14. Type of Reporting Person PN 4 CUSIP No. 483059101 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Restructuring Capital Associates, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 153,695 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 153,695 5 11. Aggregate Amount Beneficially Owned by Each Reporting Person 153,695 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 9.55% 14. Type of Reporting Person PN 6 CUSIP No. 483059101 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person James D. Bennett 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization USA Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 230,569 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 230,569 7 11. Aggregate Amount Beneficially Owned by Each Reporting Person 230,569 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 14.32% 14. Type of Reporting Person IN 8 Item 1. Security and Issuer This statement relates to the common stock (the "Shares") of Kaiser Group Holdings, Inc. (the "Company"). The Company's principal executive office is located at 9302 Lee Highway, Fairfax, Virginia 22031-1207. Item 2. Identity and Background This Schedule 13D is being filed by Bennett Restructuring Fund, L.P., Restructuring Capital Associates, L.P., and James D. Bennett (the "Reporting Persons"), with respect to the common stock (the "Shares") of Kaiser Group Holdings, Inc. the "Issuer"). James D. Bennett, through Bennett Capital Corporation, controls Restructuring Capital Associates, L.P., the general partner of Bennett Restructuring Fund, L.P. and also controls Bennett Offshore Investment Corporation, the investment manager to Bennett Offshore Restructuring Fund, Inc. The business address of each of the Reporting Persons is: 2 Stamford Plaza Suite 1501 281 Tresser Boulevard Stamford, Connecticut 06901 Restructuring Capital Associates, L.P. and Bennett Restructuring Fund, L.P. are Delaware limited partnerships The principal business of Restructuring Capital Associates, L.P. is to act as an investment adviser. The 9 principal business of Bennett Restructuring Fund, L.P., is to act as a private investment partnership through which investors who meet certain sophistication and net worth requirements invest. None of the Reporting Persons has, during the last five years, been convicted in any criminal proceeding. None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. James D. Bennett is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration The Shares were distributed to Bennett Restructuring Fund, L.P. and Bennett Offshore Restructuring Fund, Inc. (the "Funds") pursuant to the Second Amended Plan of Reorganization of the Kaiser Group International with an effective date of April 17, 2001 as partial consideration for existing obligations to the Funds, which, prior to the Second Amended Plan of Reorganization, held senior subordinated notes of the Kaiser Group International due 2003. 10 Item 4. Purpose of Transaction The Shares beneficially owned by the Reporting Persons were acquired pursuant to a plan of reorganization and are being held solely for investment purposes. Though the brother of James D. Bennett, Jon Bennett is presently a member of the Board of Directors of the Issuer, none of the Reporting Persons has any plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D, except that (i) the Reporting Persons may dispose of some or all of the Shares, or may acquire additional Shares for their own accounts or on behalf of investment advisory clients, from time to time, depending upon the price of the Shares, market conditions, evaluation of alternative investments, and other factors. Item 5. Interest in Securities of the Issuer As of the date hereof, James D. Bennett is deemed to be the beneficial owner of 230,569 Shares of the Issuer. Each of the other Reporting Persons is deemed to be the beneficial owner of 153,695 Shares of the Issuer. All of these Shares are beneficially owned by investment advisory clients of entities controlled by James D. Bennett. Based on the Issuer's latest 8-K, there were a total of 1,610,195 Shares outstanding as of April 17, 2000. Therefore, James 11 D. Bennett is deemed to beneficially own 14.32% of the outstanding Shares. Each of the other Reporting Persons is deemed to beneficially own 9.55% of the outstanding Shares. James D. Bennett has the shared power to vote, direct the vote, dispose of or direct the disposition of all (230,569) of the Shares. Each of the other Reporting Persons has the shared power to vote, direct the vote, dispose of or direct the disposition of all (153,695) of the Shares. The Reporting Persons may be deemed to be the beneficial owners of the Funds' Shares. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, the Reporting Persons hereby declare that the filing of this Schedule 13D shall not be construed as an admission that they are the beneficial owners of these Shares. No transactions in Shares were effected by the Reporting Persons during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer None of the Reporting Persons has any contract, arrangement, understanding or relationship with any person with respect to the Shares. 12 Item 7. Material to be Filed as Exhibits A Joint Filing Agreement on behalf of the Reporting Persons is filed herewith as Exhibit A. Signature The undersigned after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. JAMES D. BENNETT /s/ James D. Bennett James D. Bennett RESTRUCTURING CAPITAL ASSOCIATES, L.P. By: Bennett Capital Corporation General Partner /s/ James D. Bennett By: James D. Bennett, President BENNETT RESTRUCTURING FUND, L.P. By: Restructuring Capital Associates, L.P. General Partner By: Bennett Capital Corporation General Partner /s/ James D. Bennett By: James D. Bennett, President DATE:May 10, 2001 13 Exhibit A JOINT FILING AGREEMENT The undersigned agree that this Schedule 13D dated relating to the Common Stock of shall be filed on behalf of each of the undersigned. JAMES D. BENNETT /s/ James D. Bennett James D. Bennett RESTRUCTURING CAPITAL ASSOCIATES, L.P. By: Bennett Capital Corporation General Partner /s/ James D. Bennett By: James D. Bennett, President BENNETT RESTRUCTURING FUND, L.P. By: Restructuring Capital Associates, L.P. General Partner By: Bennett Capital Corporation General Partner /s/ James D. Bennett By: James D. Bennett, President 14 75252000.BF8 -----END PRIVACY-ENHANCED MESSAGE-----