-----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, OuV06Zv4sZPXjTd+P7lBgqPB7rk9tDjJhr3I+zO/Ywu7uzGhajn76hVfUuCgjlG4 dtDtq21VtwBaIYA38u60HA== /in/edgar/work/20000614/0000928385-00-001733/0000928385-00-001733.txt : 20000919 0000928385-00-001733.hdr.sgml : 20000919 ACCESSION NUMBER: 0000928385-00-001733 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000609 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAISER GROUP INTERNATIONAL INC CENTRAL INDEX KEY: 0000856200 STANDARD INDUSTRIAL CLASSIFICATION: [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: 654794 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 0001.txt 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): June 9, 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) 703-934-3600 (Registrant's telephone number, including area code) Item 5. Other events ------------ In a press release dated June 9, 2000, Kaiser Group International, Inc. announced the sales of its engineering operating units; such sales and a restructuring of the Company's debt are to be completed through a voluntary "pre-packaged" Chapter 11 reorganization filed on June 9, 2000 in The United States Bankruptcy Court for the District of Delaware. A copy of this three-page press release is attached to this Report on Form 8-K as Exhibit 99(a). Attached as Exhibit 99(b) is a summary of the terms of the proposed restructuring of the outstanding $125 million Senior Subordinated Notes due 2003 of Kaiser Group International, Inc. Item 7. Financial Statements and Exhibits --------------------------------- Exhibit 99(a) - Press Release Exhibit 99(b) - Summary of Debt Restructuring 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/ James J. Maiwurm --------------------- James J. Maiwurm President and Chief Executive Officer Date: June 14, 2000 EX-99.A 2 0002.txt EXHIBIT 99.A Exhibit 99(a) FOR IMMEDIATE RELEASE Press Contact: Mary Rekenthaler - -------------------------------------------------------------------------------- 703/934-3086 Investor Contact: Tim O'Connor 800/713-9910 KAISER GROUP INTERNATIONAL ANNOUNCES SALE OF ITS ENGINEERING OPERATING UNITS FAIRFAX, VA, June 9, 2000 - Kaiser Group International, Inc. (OTCBB: KSRG) announced today that plans have been finalized for the sale of its two engineering operating units for a total of approximately $40 million in cash. Kaiser will sell its infrastructure and facilities business to Earth Tech Holdings, Inc., a unit of Tyco International, Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC). Kaiser's metals, mining and industry business will be sold to The Hatch Group of Canada, a leading provider of engineering services to the metals and mining sectors. Kaiser will retain its Netherlands subsidiary that performs the contract related to the Nova Hut steel mini-mill project in the Czech Republic and will be supported by Hatch in the completion of that project. Kaiser will also retain its 50% interest in Kaiser-Hill Company, LLC. These transactions result from a study of strategic alternatives for the Company's engineering operations undertaken this year in connection with the ongoing restructuring of Kaiser's debt. "There is a clear trend toward consolidation in the engineering and construction business, and that is particularly true as to companies such as ours that compete for major projects on a worldwide basis," said James J. Maiwurm, Chairman and Chief Executive Officer of Kaiser Group International, Inc. "This was a difficult decision to reach, but we reluctantly concluded that the demands of today's marketplace are such that a stand-alone plan was not in the best interests of our stakeholders going forward. Earth Tech and Hatch bring the skill sets, critical mass, and financial strength necessary to ensure growth in the lines of business that Kaiser operates. Both of these companies provide an excellent strategic and operational fit. We are confident they will provide stability and opportunity for our valued clients and employees, and extend the legacy of Kaiser Engineers to a bright new future." "The acquisition of Kaiser's infrastructure and facilities business further strengthens Earth Tech's commitment to strategic growth in the global marketplace," said Diane C. Creel, Earth Tech's President. "We will leverage Kaiser's expertise and reputation to better serve our clients with expanded capabilities in transit and transportation, water/wastewater, facilities design and construction, and microelectronics and clean technology." Hatch President and CEO Ron Nolan said, "Kaiser's storied tradition and name recognition worldwide, as well as the skills and experience that Kaiser's employees bring to Hatch's existing capabilities, will strengthen our position as a premier global player in the metals, mining and industry sectors. The match between our two companies is excellent as we continue to bring high-quality and cost-effective engineering services to our clients." - more - Kaiser expects to complete the two sales through a voluntary filing of a Chapter 11 reorganization. Kaiser believes that a Chapter 11 reorganization is the quickest and most efficient means to complete both the sales transactions and the related restructuring of Kaiser's existing indebtedness. Kaiser hopes to complete the sales before the end of July and to complete its reorganization by late summer. Kaiser Engineers, Inc. and certain of Kaiser's other domestic subsidiaries will be included in the reorganization filings. Kaiser's foreign subsidiaries outside of North America and the affiliates that own Kaiser's interest in Kaiser-Hill Company, LLC will not be included in the filings. Kaiser plans to retain its 50 percent ownership of Kaiser-Hill Company, LLC, the contractor for clean up and closure of the Department of Energy's (DOE's) Rocky Flats site in Colorado. Kaiser and its partner, CH2M Hill, will continue to manage the Kaiser-Hill Company, LLC. Both firms foresee no management, employee, or operational changes with respect to the Rocky Flats project. Maiwurm explained: "The pre-packaged Chapter 11 reorganization is supported by the largest holders of our $125 million of Senior Subordinated Notes and is designed so as not to affect Kaiser-Hill's performance at Rocky Flats. We will emerge from the reorganization as a debt-free company without the burdens of historical problems. We will be a stronger partner for the DOE and CH2M Hill, and we will remain committed to supporting the 2006 closure of the Rocky Flats site." "This filing should not be misinterpreted," emphasized Maiwurm. "We are proceeding through Chapter 11 as a vehicle to complete the restructuring begun last year and to conclude the sales of our engineering operating units. We have the cash on hand and revenue from ongoing operations to meet Kaiser's operational needs during the reorganization." Kaiser will operate its business as usual pending the completion of the sales transactions. For example, Kaiser will continue to perform work under its existing contracts without impacting its ongoing subcontractor/vendor relationships. Kaiser expects that the reorganization will have little effect, if any, on its ongoing clients, partners, subcontractors and vendors. In addition, there are not expected to be any changes regarding wages, salaries and benefits of current employees. Under the terms of the restructuring agreed to with major holders of Kaiser's Senior Subordinated Notes, holders of those notes are expected to receive a combination of preferred and common stock of a new holding company in exchange for their existing notes. The interests of existing common stockholders will be very substantially diluted. The precise terms of Kaiser's revised capital structure will be described in a disclosure statement to be disseminated following approval of the Federal Bankruptcy Court in Delaware. Additional information will be available toll-free by calling 800/713-9910. - more - About Kaiser Group International - -------------------------------- Headquartered in Fairfax, Virginia, Kaiser Group International is one of the United States' leading providers of engineering, project management, construction management, and program management services. 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 $870 million for the 12 months ended December 31, 1999. All references to Kaiser indicate Kaiser Group International, Inc. and any of its subsidiaries. About Earth Tech Holdings, Inc. - ------------------------------- Headquartered in Long Beach, California, Earth Tech Holdings, Inc. is a global water, environmental, and construction management company serving government, commercial, and industrial clients. An international leader in contract operations for public and private water and wastewater plants, the firm also provides financing for design/build/operate projects for municipal public works and private industry. Additional services include remediation, transportation, waste management, and architecture. About The Hatch Group - --------------------- Headquartered in Mississauga, Ontario, Hatch is a global supplier of technical and strategic services, including consulting, process development, engineering, information technologies, project management and construction to the mining, metallurgical, infrastructure and energy industries worldwide. With more than 3,000 employees in 40 offices worldwide, the employee-owned Hatch Group has annual fees of more than $300 million. 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 performance of Kaiser-Hill Company, LLC under its 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. ### EX-99.B 3 0003.txt EXHIBIT 99.B Exhibit 99(b) Summary of Debt Restructuring - ----------------------------- The following summarizes the terms of the restructuring of the outstanding $125 million Senior Subordinated Notes due 2003 of Kaiser Group International, Inc. The restructuring will be governed by a Plan of Reorganization to be filed with the Federal Bankruptcy Court in Delaware, and the securities referred to in this summary will be issued only pursuant to the Plan of Reorganization following approval by the Bankruptcy Court. The Plan of Reorganization will contemplate the formation of a new holding company, referred to as Kaiser Group Holdings, Inc. ("Newco"). Current holders of Kaiser common stock (together with holders of allowed equity claims in the bankruptcy proceeding) will receive 15% of Newco's common stock. Holders of Kaiser's outstanding $125 million Senior Subordinated Notes due 2003, as well as other creditors with allowed claims in the bankruptcy proceeding, will receive shares of Newco preferred stock and 85% of Newco's common stock in exchange for their notes and claims as creditors. The liquidation preference of the preferred stock to be issued will be equal to 55% of the sum of the outstanding notes (plus accrued interest) plus other allowed creditor claims in the bankruptcy proceeding. Dividends on the preferred stock will be declared quarterly and paid in cash at an annual rate of 7% or paid in additional shares of preferred stock at an annual rate of 12%. Proceeds from the disposition of assets (including Kaiser's two engineering operating units) and release of cash backing a letter of credit related to the Nova Hut steel mini-mill project in the Czech Republic will be applied to redeem the preferred stock. Following completion of the reorganization, Newco will be governed by a three- person Board of Directors. It is anticipated that the three initial directors of Newco will be identified in the disclosure statement to be approved by the Bankruptcy Court. Kaiser Government Programs, Inc. ("KGP"), a Kaiser subsidiary, owns 100% of another subsidiary that owns Kaiser's interest in Kaiser-Hill Company, LLC. KGP will offer to use "excess" distributions available from Kaiser-Hill to repurchase Newco preferred stock at a purchase price equal to 100% of the liquidation preference plus accrued and unpaid dividends. -----END PRIVACY-ENHANCED MESSAGE-----