-----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, NI/bVdWvLQDq/0S7N7m9vsgOKRq0gB6kbuH7/awXqThSnSReg4C7TxIN6ToMWW80 pr0z08EaKpL67Z1WORvZOA== 0000928385-00-000608.txt : 20000307 0000928385-00-000608.hdr.sgml : 20000307 ACCESSION NUMBER: 0000928385-00-000608 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000303 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAISER GROUP 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: 8-K SEC ACT: SEC FILE NUMBER: 001-12248 FILM NUMBER: 561946 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 KAISER INTERNATIONAL INC DATE OF NAME CHANGE: 19930811 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 8-K 1 FORM 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2000 KAISER GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter)
Delaware File No. 1-12248 54-1437073 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation)
9300 Lee Highway Fairfax, Virginia 22031-1207 (Address of principal executive offices, including zip code) 703-934-3300 (Registrant's telephone number, including area code) Item 5. Other events ------------ In a press release dated March 3, 2000, Kaiser Group International, Inc. announced that the New York Stock Exchange, Inc. will suspend trading of the Company's common stock and that trading will be moved to the National Association of Securities Dealers' OTC Bulletin Board Service. A copy of this two page press release is attached to this Report on Form 8-K as Exhibit 99. Item 7. Financial Statements and Exhibits --------------------------------- Exhibit 99-Press Release SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. KAISER GROUP INTERNATIONAL, INC. (Registrant) /s/ Timothy P. O'Connor --------------------------- Timothy P. O'Connor Senior Vice President and Chief Financial Officer Date: March 6, 2000 EX-99 2 EXHIBIT 99 EXHIBIT 99 [Kaiser Group International, Inc. Letter Head] FOR IMMEDIATE RELEASE Press Contact: Mary Rekenthaler - ---------------------- ------------------------------- 703/934-3086 Investor Contact: Shaun Martin 703/934-3570 KAISER GROUP INTERNATIONAL TO BE SUSPENDED BY NYSE - TRADING TO MOVE TO NASD'S OTC BULLETIN BOARD Company Decides Not to Implement Reverse Stock Split FAIRFAX, VA, Mar. 3, 2000 Kaiser Group International, Inc. (NYSE: KSR) announced today that the New York Stock Exchange (NYSE) will suspend the trading of the Company's common stock prior to opening March 8, 2000 and will make the appropriate filings with the SEC. The Company's common stock will then begin trading on the National Association of Securities Dealers' OTC Bulletin Board Service on the date of suspension. The action results from the fact that the closing price of the Company's common stock on a 30 trading-day average has been less than $1.00 per share for the past six months. Additionally, the Company decided not to implement the reverse split of its common stock previously approved by the Company's shareholders at the November 4, 1999 annual meeting. Given the current status of the Company's efforts to restructure its debt, the Company did not feel that it was in the interest of its shareholders to effect the reverse split at this time and risk the possible decrease in aggregate share value sometimes associated with reverse splits. The Company previously submitted a business plan to the NYSE to demonstrate actions the Company has taken, or planned to undertake, to bring its stock into conformity with the NYSE continued listing standards: $50 million of global market capitalization and $50 million of shareholders' equity as well as the minimum 30 trading-day global market capitalization of $15 million. That plan was approved and accepted by the NYSE. However, based on a variety of factors, including operating losses resulting from disappointing revenues and margins experienced during the fourth quarter of 1999 and the unacceptable terms of the commitment received in December for a credit facility, the Company was unable to complete its debt restructuring as contemplated by the plan submitted to the NYSE. The Company plans to trade on the OTC Bulletin Board Service, and Jefferies & Company, Inc. has applied to serve as its market maker. Once trading begins on the OTC Bulletin Board Service, stockholders will be able to access stock quotations and trade the Company's common stock through any brokerage or on-line service. Additional information about the OTC Bulletin Board Service is available through their website at "www.OTCBB.com." -------------- The Company will issue a press release early next week indicating its new ticker symbol on the OTC Bulletin Board. About the Company - ----------------- Headquartered in Fairfax, Virginia, Kaiser Engineers is one of the United States' largest companies providing engineering services, project management, construction management, and program management. Its more than 3,000 employees, located in 30 offices around the world, serve the market areas of transit and transportation; alumina/aluminum and mining/minerals; facilities and water/wastewater; iron and steel; and microelectronics and clean technology. Kaiser Group International, Inc., the parent company of Kaiser Engineers, reported gross revenue of more than $1.2 billion for the 12 months ended December 31, 1998. All references to Kaiser indicate Kaiser Group International, Inc. and any of its subsidiaries. Forward-Looking Statements and Certain Factors Affecting Kaiser and Its - ----------------------------------------------------------------------- Businesses - ---------- This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are identified by the use of forward-looking terminology such as "may," "will," "could," "should," "expect," "believe," "anticipate," "aim," "intend," "plan," "estimate," or "continue" or the negative thereof or other variations thereof. Such forward- looking statements are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates, that may cause actual results to differ materially from those stated or implied by these forward-looking statements. These forward-looking statements also are subject to company-specific risks and uncertainties, such as: the company's access to commercial lines of credit and commercially satisfactory contract performance guarantee mechanisms, including performance bonds; the ability of Kaiser-Hill Company, LLC to enter into a new contract with the U.S. Department of Energy concerning provision of services at the DOE's Rocky Flats (Colorado) site; and the company's ability to: maintain existing contracts (including contracts with the federal government) at their existing or at improved levels, accurately estimate and recover costs incurred on fixed-price contracts, sign new contracts in established or new markets (including international markets), conclude and implement successfully certain acquisitions and joint-venture relationships, retain and attract key personnel, manage significant contingent liabilities arising out of prior operations and contacts, manage cash flow and liquidity needs, and avoid significant environmental fines, penalties and liabilities. -----END PRIVACY-ENHANCED MESSAGE-----