-----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, SROAx8maA5vNnMaQggIIZjHVckQ+PL0CuoflL+JBG83zkhWOMLe+BDmvvGfaHQXQ 44NqfFGJY2FRFPwmKU6pRw== 0000928385-95-000459.txt : 19951016 0000928385-95-000459.hdr.sgml : 19951016 ACCESSION NUMBER: 0000928385-95-000459 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950831 FILED AS OF DATE: 19951013 SROS: NYSE FILER: 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12248 FILM NUMBER: 95580596 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 10-Q 1 FORM 10-Q =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q =============================================================================== [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 1995 Commission File No. 1-12248 ICF KAISER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 54-1437073 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9300 Lee Highway, Fairfax, Virginia 22031-1207 ----------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (703) 934-3600 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- On September 30, 1995, there were 21,232,505 shares of ICF Kaiser International, Inc. Common Stock, par value $0.01 per share, outstanding. =============================================================================== ICF KAISER INTERNATIONAL, INC. INDEX TO FORM 10-Q
Page ---- Part I - Financial Information Item 1. Financial Statements: Consolidated Balance Sheets - August 31, 1995 and February 28, 1995..................... 3 Consolidated Statements of Operations - Six Months Ended August 31, 1995 and 1994................. 4 Consolidated Statements of Operations - Three Months Ended August 31, 1995 and 1994............... 5 Consolidated Statements of Cash Flows - Six Months Ended August 31, 1995 and 1994................. 6 Notes to Consolidated Financial Statements................ 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............. 8-11 Part II - Other Information Item 1. Legal Proceedings......................................... 11 Item 2. Changes in Securities..................................... 11 Item 3. Defaults Upon Senior Securities........................... 11 Item 4. Submission of Matters to a Vote of Security Holders.......11-12 Item 5. Other Information......................................... 12 Item 6. Exhibits and Reports on Form 8-K.......................... 12
2 ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands)
August 31, February 28, 1995 1995 - -------------------------------------------------------------------------------------------------- (Unaudited) Assets Current Assets Cash and cash equivalents $ 29,264 $ 28,233 Contract receivables, net 174,286 139,860 Prepaid expenses and other current assets 11,129 10,872 Deferred income taxes 12,681 13,553 --------- --------- Total Current Assets 227,360 192,518 --------- --------- Fixed Assets Furniture, equipment, and leasehold improvements 42,370 42,557 Less depreciation and amortization (31,849) (29,648) --------- --------- 10,521 12,909 --------- --------- Other Assets Goodwill, net 48,794 47,945 Investments in and advances to affiliates 9,551 8,022 Due from officers and employees 1,019 1,826 Other 22,629 18,202 --------- --------- 81,993 75,995 --------- --------- $ 319,874 $ 281,422 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable and accrued expenses $ 71,832 $ 46,811 Accrued salaries and employee benefits 52,765 30,549 Accrued interest 2,609 2,528 Current portion of long-term debt 152 578 Income taxes payable 340 644 Deferred revenue 8,888 11,013 Other 8,300 8,755 --------- --------- Total Current Liabilities 144,886 100,878 --------- --------- Long-term Liabilities Long-term debt, less current portion 121,395 126,733 Other 5,547 6,397 --------- --------- 126,942 133,130 --------- --------- Commitments and Contingencies Minority Interests in Subsidiaries 1,153 173 Redeemable Preferred Stock 19,719 19,617 Common Stock, par value $.01 per share: Authorized-90,000,000 shares Issued and outstanding-21,232,505 and 21,011,369 shares 212 210 Additional Paid-in Capital 64,580 63,786 Notes Receivable Related to Common Stock (1,732) (1,732) Retained Earnings (Deficit) (33,682) (33,343) Cumulative Translation Adjustment (2,204) (1,297) --------- --------- $ 319,874 $ 281,422 ========= =========
See notes to consolidated financial statements. 3 ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
Six Months Ended August 31, 1995 1994 ============================= (Unaudited) Gross Revenue $ 461,257 $ 419,452 Subcontract and direct material costs (239,827) (198,403) Equity in income of joint ventures and affiliated companies 1,713 2,020 ---------- ---------- Service Revenue 223,143 223,069 Operating Expenses Direct cost of services and overhead 186,345 189,432 Administrative and general 22,617 21,561 Depreciation and amortization 4,922 4,584 ---------- ---------- Operating Income 9,259 7,492 Other Income (Expense) Gain on sale of investment -- 551 Interest income 1,032 757 Interest expense (8,077) (7,864) ---------- ---------- Income Before Income Taxes and Minority Interests 2,214 936 Income tax provision 996 1,331 ---------- ---------- Income (Loss) Before Minority Interests 1,218 (395) Minority interests in net income of subsidiaries (480) -- ---------- ---------- Net Income (Loss) 738 (395) Preferred stock dividends and accretion 1,077 1,077 ---------- ---------- Net Loss Attributable to Common Shareholders $ (339) $ (1,472) ========== ========== Primary and Fully Diluted Net Loss Per Common Share $ (0.02) $ (0.07) ========== ========== Primary and Fully Diluted Weighted Average Common and Common Equivalent Shares Outstanding 21,445 20,941 ========== ==========
See notes to consolidated financial statements. 4 ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
Three Months Ended August 31, 1995 1994 ============================= (Unaudited) Gross Revenue $ 268,274 $ 208,961 Subcontract and direct material costs (151,421) (100,111) Equity in income of joint ventures and affiliated companies 792 1,069 ---------- ---------- Service Revenue 117,645 109,919 Operating Expenses Direct cost of services and overhead 98,990 93,887 Administrative and general 10,619 10,434 Depreciation and amortization 2,539 2,325 ---------- ---------- Operating Income 5,497 3,273 Other Income (Expense) Gain on sale of investment -- 551 Interest income 471 452 Interest expense (4,050) (3,915) ---------- ---------- Income Before Income Taxes and Minority Interests 1,918 361 Income tax provision 863 974 ---------- ---------- Income (Loss) Before Minority Interests 1,055 (613) Minority interests in net income of subsidiaries (480) -- ---------- ---------- Net Income (Loss) 575 (613) Preferred stock dividends and accretion 538 538 ---------- ---------- Net Income (Loss) Available for Common Shareholders $ 37 $ (1,151) ========== ========== Primary and Fully Diluted Net Income (Loss) Per Common Share $ 0.00 $ (0.05) ========== ========== Primary and Fully Diluted Weighted Average Common and Common Equivalent Shares Outstanding 21,510 20,944 ========== ==========
See notes to consolidated financial statements. 5 ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
Six Months Ended August 31, 1995 1994 =========================== (Unaudited) Operating Activities Net income (loss) $ 738 $ (395) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 4,922 4,584 Provision for losses on contract receivables 939 459 Provision for deferred income taxes 996 1,331 Earnings less than (in excess of) cash distributions from joint ventures and affiliated companies (640) 1,941 Minority interests in net income of subsidiaries 480 -- Changes in operating assets and liabilities related to operating activities, net of acquisitions: Contract receivables, net (35,128) (7,093) Prepaid expenses and other current assets (1,375) 1,958 Other assets (4,288) (1,744) Accounts payable and accrued expenses 46,651 (9,810) Income taxes payable (304) 179 Deferred revenue (2,125) (810) Other liabilities (1,084) (1,938) --------- --------- Net Cash Provided by (Used in) Operating Activities 9,782 (11,338) Investing Activities Investments in subsidiaries and affiliates, net of cash acquired (2,060) (100) Sale of subsidiaries and subsidiary assets 735 2,600 Purchases of fixed assets, net (90) (1,436) --------- --------- Net Cash Provided by (Used in) Investing Activities (1,415) 1,064 --------- --------- Financing Activities Principal payments on credit facility (10,000) -- Principal payments on other borrowings (1,040) (664) Proceeds from borrowings on credit facility 5,000 -- Proceeds from other borrowings 55 -- Subsidiary capital contribution from minority interest 500 -- Proceeds from issuances of common stock 286 195 Repurchases of common stock (255) (180) Preferred stock dividends (975) (975) --------- --------- Net Cash Used in Financing Activities (6,429) (1,624) --------- --------- Effect of Exchange Rate Changes on Cash (907) 307 --------- --------- Increase (decrease) in Cash and Cash Equivalents 1,031 (11,591) Cash and Cash Equivalents at Beginning of Period 28,233 25,509 --------- --------- Cash and Cash Equivalents at End of Period $ 29,264 $ 13,918 ========= ========= Supplemental Information: Cash payments for interest $ 7,733 $ 7,276 Cash payments (refunds) for income taxes $ 307 $ (372) Non-Cash Transaction: Sale of investment $ -- $ 735
See notes to consolidated financial statements. 6 ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE A - BASIS OF PRESENTATION The accompanying consolidated financial statements of ICF Kaiser International, Inc. (ICF Kaiser or the Company) and subsidiaries (including Kaiser-Hill Company, LLC, effective July 1, 1995), except for the February 28, 1995 balance sheet, are unaudited and have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. These statements should be read in conjunction with the Company's audited consolidated financial statements and footnotes thereto for the year ended February 28, 1995 and the information included in the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended February 28, 1995. Certain reclassifications have been made to the prior period financial statements to conform to the presentation used in the August 31, 1995 financial statements. NOTE B - MINORITY INTERESTS Some of ICF Kaiser's subsidiaries are partially owned by outside parties. For financial reporting purposes, the assets, liabilities, results of operations and cash flows of these subsidiaries are included in ICF Kaiser's consolidated financial statements and the outside parties' interests are reflected as minority interests. NOTE C - NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per common share is computed using net income (loss) available for common shareholders, as adjusted under the modified treasury stock method, and the weighted average number of common stock and common stock equivalents outstanding during the periods presented. Common stock equivalents include stock options and warrants and additional shares which will be or may be issued in connection with acquisitions. The adjustments required by the modified treasury stock method and for acquisition-related contingencies were anti- dilutive for all loss periods presented and immaterial to the income period presented. Therefore the adjustments were excluded from earnings per share computations. NOTE D - CONTINGENCIES Normally in the Company's business, various claims or charges are asserted and litigation commenced against the Company arising from or related to properties, injuries to persons, and breaches of contract, as well as claims related to acquisitions and dispositions. Claimed amounts may not bear any reasonable relationship to the merits of the claim or to a final court award. In the opinion of management, an adequate reserve has been provided for final judgments, if any, in excess of insurance coverage, that might be rendered against the Company in such litigation. The Company may from time to time, either individually or in conjunction with other government contractors operating in similar types of businesses, be involved in U.S. government investigations for alleged violations of procurement or other federal laws and regulations. The Company currently is the subject of a number of U.S. government investigations and is cooperating with the responsible government agencies involved. No charges presently are known to have been filed against the Company by these agencies. Management does not believe that there will be any material adverse effect on the Company's financial position, operations, or cash flows as a result of these investigations. 7 The Company has a substantial number of cost-reimbursement contracts with the U.S. government, the costs of which are subject to audit by the U.S. government. As a result of such audits, the government asserts, from time to time, that certain costs claimed as reimbursable under government contracts either were not allowable or not allocated in accordance with federal procurement regulations. Management believes that the potential effect of disallowed costs, if any, for the periods currently under audit and for periods not yet audited, has been provided for adequately and will not have a material adverse effect on the Company's financial position, operations, or cash flows. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview ICF Kaiser is one of the nation's largest engineering, construction, and consulting services companies, with experience in providing full-service environmental cleanup, remediation, and project management services. The Company provides services to domestic and foreign clients in both the private and public sectors. Results for Six Months ICF Kaiser's operating income of $9.3 million for the six months ended August 31, 1995 was a $1.8 million increase from the $7.5 million of operating income reported for the six months ended August 31, 1994. The increase in operating income primarily resulted from a $5.4 million improvement in engineering and construction operations. This improvement was partially due to income generated from a major transit project to be constructed in the Philippines, which includes operating revenues which had been previously deferred pending commencement of the project. Costs related to the development of this project had been expensed in prior periods. Operating income (before minority interests) also increased by $1.8 million for the six months ended August 31, 1995 as a result of earnings under the Performance Based Integrating Management Contract at the U.S. Department of Energy's (DOE) Rocky Flats Environmental Technology Site in Colorado. This DOE contract was awarded in April 1995 to Kaiser-Hill Company, LLC (Kaiser-Hill), a limited liability company owned equally by ICF Kaiser and CH2M Hill Companies, Ltd. (CH2M Hill). Operating income improvements were partially offset by a $3.9 million decrease in income in 1995 as compared to 1994 from other environmental operations, primarily resulting from a decline in private-sector environmental work, due to continued regulatory uncertainty. The Company believes that the federal environmental projects have also been delayed temporarily by federal government budgetary uncertainties. Operating income was further negatively impacted by a significant increase in marketing efforts in the six months ended August 31, 1995 compared to the six months ended August 31, 1994. Management believes that ICF Kaiser's continuing investment in its business development activities should result in increased contract awards in both the public and private sectors of its business. Results for Second Quarter Operating income for the quarter ended August 31, 1995 increased $2.2 million to $5.5 million, compared to $3.3 million of operating income reported for the quarter ended August 31, 1994. The increase in operating income between the three-month periods was primarily due to the factors discussed above. Engineering and construction operating income increased by $2.4 million and Kaiser-Hill produced $1.8 million of operating income for the quarter ended August 31, 1995. These increases, together with a small increase in the fee from the Company's continued work at DOE's Hanford, Washington site (Hanford), were partially offset by lower operating income from consulting services, primarily due to an increased level of business development activity in the consulting group in 1995. 8 Business Conditions The Company's contract backlog increased significantly to $4.5 billion at August 31, 1995 compared to $1.4 billion at February 28, 1995. The increase in backlog benefited from the April 1995 award of the five-year Kaiser-Hill contract which increased contract backlog by $3.0 billion. In August 1995, ICF Kaiser signed a contract estimated at $330 million to perform environmental restoration work at federal installations for the U.S. Army Corps of Engineers (USACE), Baltimore District. This Total Environmental Restoration Contract (TERC) is for four years with two, three-year options. The contract is a cost reimbursement delivery order contract, and the fee structure includes a combination of cost plus fixed fee, award fee, and incentive fees. In August 1995, ICF Kaiser also signed a five-year contract estimated at $50 million to provide environmental services to USACE, Savannah District. With the award of the Kaiser-Hill contract and the Company's continued work at DOE's Hanford, ICF Kaiser is now actively participating in two of DOE's major environmental cleanup efforts and at eight of DOE's other 18 major weapons facilities. ICF Kaiser recently expanded its environmental cleanup contract base with the U.S. Department of Defense (DOD) with the award of the USACE Baltimore TERC and USACE Savannah contracts discussed above. The Company expects that the experience and reputation it earns under these contracts will continue to enhance its position as a major participant in the field of environmental cleanup and large program management. The Company also expects its increased level of business development activity in the consulting group to result in expanded consulting services. Other major current business initiatives include a significant effort to enhance the Company's management information systems. ICF Kaiser believes these endeavors, combined with other ongoing efforts described above, should positively impact the Company's future performance. Results of Operations The following table summarizes key elements in the Consolidated Statements of Operations for the six months ended August 31, 1995 and 1994.
Six Months Six Months Ended Ended August 31, 1995 August 31, 1994 ----------------------------------- (Dollars in millions) Gross revenue $461.3 $419.5 Service revenue $223.1 $223.1 Service revenue as a percentage of gross revenue 48.4% 53.2% Operating expenses as a percentage of service revenue: Direct cost of services and overhead 83.5% 84.9% Administrative and general 10.1% 9.7% Depreciation and amortization 2.2% 2.1% Operating income 4.1% 3.4%
Gross revenue represents services provided to customers with whom the Company has a primary contractual relationship. Included in gross revenue are costs of certain services subcontracted to third parties and other reimbursable direct project costs, such as materials procured by the Company on behalf of its customers. Service revenue is derived by deducting the costs of subcontracted services and direct project costs from gross revenue and adding the Company's share of the equity in income of joint ventures and affiliated companies. ICF Kaiser believes that it is appropriate to analyze operating margins and other ratios in relation to service revenue because such revenue and ratios reflect the work performed directly by the Company. 9 Operating profits (fees) generated by the Hanford and Kaiser-Hill contracts are based on performance and not revenue. A change in revenue between periods is likely to be disproportionate to the change in the fees. Consequently, changes in revenue may have an exaggerated impact on the Company's margins as measured on a percentage basis. In addition, because Kaiser-Hill is a consolidated subsidiary of ICF Kaiser, the operating income includes the portion of income generated under the Kaiser-Hill contract attributable to CH2M Hill. CH2M Hill's interest in Kaiser-Hill is reflected as a minority interest in ICF Kaiser's financial statements (see Note B). Revenue Gross revenue for the six months ended August 31, 1995 increased $41.8 million, or 10.0%, to $461.3 million. The increase in gross revenue was attributable to the commencement of work under the Kaiser-Hill contract which generated $82.8 million in gross revenue during the current fiscal year ($79.3 million in the quarter ended August 31, 1995). The increase was partially offset by a $48.3 million reduction in gross revenue under the Hanford contract due to federal budget reductions which caused a decrease in services provided by the Company at the Hanford site. This reduced level of Hanford activity is expected to continue and may be reduced further in future periods; however, a reduction in the Hanford budget is not expected to have a significant impact on operating income due to the nature of the fee structure under the DOE contract. Service revenue remained constant for the six month periods ended August 31, 1995 and 1994. A decrease in service revenue under the Hanford contract was largely offset by service revenue generated under the Kaiser-Hill contract. Service revenue as a percentage of gross revenue decreased to 48.4% for the six months ended August 31, 1995 from 53.2% for the six months ended August 31, 1994. The decrease in service revenue as a percentage of gross revenue is a result of the nature of the Kaiser-Hill contract. A significant portion of the gross revenue derived from the Kaiser-Hill contract includes the costs of services subcontracted to third parties. Operating Expenses Direct cost of services and overhead decreased $3.1 million between the six- month periods ended August 31, 1995 and 1994. A $22.6 million reduction in Hanford costs attributable to the federal budget reductions discussed above was substantially offset by the $18.5 million increase in costs on the Kaiser-Hill contract. The Company's direct cost of services and overhead as a percentage of service revenue for the six months ended August 31, 1995 was comparable to the same period in the prior year. Administrative and general expense increased $1.1 million, or 4.9%, between the six-month periods ended August 31, 1995 and 1994 and increased from 9.7% to 10.1% as a percentage of service revenue. The increase in these costs is primarily attributable to the Company's increased commitment to its marketing activities, including filling several key marketing positions within the Company and the relatively high level of marketing expense associated with proposing and bidding large scale DOD and DOE contracts. Income Tax Expense ICF Kaiser's income tax provision for the six months ended August 31, 1995 was $1.0 million versus $1.3 million for the comparable period in the previous year. The $0.3 million decrease occurred despite an increase in pretax income between periods. The decrease is primarily due to a reduction in permanent differences (such as the nondeductibility of goodwill) as a percentage of pretax income and a reduction in controlled foreign corporation losses. The six months ended August 31, 1994 also included a repatriation of overseas funds to the U.S., which could not be currently offset by foreign tax credits, resulting in additional income taxes for the six months ended August 31, 1994. 10 Liquidity and Capital Resources During the first six months of the current fiscal year, cash and cash equivalents increased $1.0 million to $29.3 million at August 31, 1995. Operating activities generated $9.8 million in cash primarily due to the receipt of $13.4 million from DOE for payment of accrued benefits acquired pursuant to the Kaiser-Hill contract; this was offset by an increase in contract receivables and an interest payment of $7.5 million on the Company's 12% Senior Subordinated Notes. Other uses of cash included $5.0 million for net repayments on the Company's credit facility; $2.1 million for acquisitions and investments in joint ventures and affiliates; and $1.0 million in payments of other outstanding debt. Management believes that current projected levels of cash flows and the availability of financing, including borrowings under the Company's credit facility, will be adequate to fund operations throughout the next twelve months. As of August 31, 1995, there were no outstanding borrowings under the credit facility, except for letters of credit. ICF Kaiser is currently considering alternative sources of financing to achieve cost savings and provide greater flexibility in growing and managing the Company's businesses. Part II - Other Information Item 1. Legal Proceedings As previously reported in the Report on Form 10-K for the year ended February 28, 1995. Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities Because of limitations on the payment of dividends contained in the agreement governing the Company's 12% Senior Subordinated Notes due 2003 (12% Notes), the Company did not pay the August 31, 1995 dividend on its outstanding Series 2D Senior Preferred Stock. Subsequently, the Company received the requisite consent from the holders of a majority of its 12% Notes to permit it to pay the $487,500 dividend, which will be paid subsequent to the filing of this report. Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Shareholders of the Company was held on Friday, June 23, 1995, at the Company's headquarters, 9300 Lee Highway, Fairfax, VA 22031. The only matters voted on were (a) the election of three management-nominee directors, each to three-year terms expiring at the 1998 Annual Meeting of Shareholders, and (b) the approval of the appointment of Coopers & Lybrand as the Registrant's independent public accountants for the current fiscal year. The number of votes cast for, against, or withheld, as well as the number of abstentions and broker nonvotes for each of the above-described matters are set forth below: 11
Votes Cast Votes Withheld Against For Individual Director Only ---------- ------------------------ Election of three management-nominee directors James O. Edwards 18,231,304 168,313 Rebecca P. Mark 18,349,080 50,537 Richard K. Nason 18,271,720 127,897 Votes withheld from all three nominees: votes 468,656 Broker nonvotes: 0 votes
Votes Cast Votes Cast For Against Abstentions ----------- ---------- ----------- Approval of appointment of Coopers & Lybrand $18,521,360 139,615 $207,298 There were no Broker nonvotes.
The term of office of each of the following directors continued after the meeting: Gian Andrea Botta, Tony Coelho, Frederic V. Malek, Robert W. Page, Sr., and Marc Tipermas. Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) The exhibits filed as part of this report are listed below: ----------------------------------------------------------- No. 3(b) Amended and Restated By-laws of ICF Kaiser International, Inc. (as amended and restated through June 23, 1995) No. 27 Financial Data Schedule (b) Report on Form 8-K ------------------ Report on Form 8-K (Date of Event: June 23, 1995) reporting a decision to change the Company's fiscal year end from February 28 to December 31, effective December 31, 1995 (filed with the Commission on July 7, 1995). 12 Signatures ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report of Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized. ICF KAISER INTERNATIONAL, INC. (Registrant) Date: October 13, 1995 /s/ Richard K. Nason ----------------------------- Richard K. Nason Executive Vice President and Chief Financial Officer (Duly authorized officer and principal financial officer) 13 EX-3.B 2 EXHIBIT 3B EXHIBIT 3(b) Amended and Restated By-Laws of ICF Kaiser International, Inc. (as amended through June 23, 1995) AMENDED AND RESTATED BYLAWS OF ICF KAISER INTERNATIONAL, INC. As amended through June 23, 1995 ARTICLE I Offices Section 1.01 Registered Office in Delaware. The registered office shall be ------------------------------------------- in Wilmington, Delaware. Section 1.02 Other Offices. The Corporation may have such other offices --------------------------- either within or without the State of Delaware as the Board of Directors may from time to time determine. ARTICLE II Meetings of Stockholders Section 2.01 Time and Place of Meeting. Annual meetings of the --------------------------------------- stockholders for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting shall be held at such place, within or without the State of Delaware, on such date and hour as may be fixed by the Board of Directors, which date shall be within thirteen months subsequent to the later of the date of incorporation or the last annual meeting of stockholders. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be fixed by the Board of Directors and stated in the notice of meeting. If no other place is fixed by the Board of Directors, meetings of stockholders shall be held at the principal executive office of the Corporation. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Corporation. Section 2.02 Notice of Meeting. Written notice of meetings of stockholders ------------------------------- stating the place, time and date thereof, and in the case of special meetings, the purpose or purposes thereof, shall be given at least ten and not more than sixty days before the date of the meeting to each stockholder entitled to vote thereat. Section 2.03 Qualified Voters. The officer who has charge of the stock ------------------------------ ledger of the Corporation shall prepare, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order showing the address of each such stockholder and the number of voting shares registered in the name of each such stockholder. Such list shall be open to the examination of any holder of voting shares for any purpose germane to the meeting during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present and entitled to vote. Section 2.04 Special Meetings. Special meetings of the stockholders may be ------------------------------ called by the Board of Directors, by the Chief Executive Officer, by the President or by a writing signed by stockholders owning at least fifty percent (50%) in voting amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote at such meeting. Such call shall state the purpose or purposes of the proposed meeting. The Secretary shall give notice of such meeting to the stockholders entitled to vote thereat, in accordance with such call. Section 2.05 Business to be Conducted at Meetings. At any meeting of -------------------------------------------------- stockholders (including any adjournment thereof) only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a meeting of stockholders, business must be (a) specified in the notice of meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before a meeting of stockholders by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the meeting (as initially called, in the case of adjourned meetings); provided, however, that in the event that less than 75 days' notice -------- or prior public disclosure of the date of the meeting is given or made to the stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the fifteenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and record address of the stockholder proposing such business, (c) the class, series and number of shares of the capital stock of the Corporation beneficially owned by such stockholder, and (d) any material interest of such stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the meeting except in accordance with the procedures set forth in this Section 2.05. The officer of the Corporation presiding at a meeting of stockholders shall, if the facts warrant, determine that business was not properly brought before the meeting in accordance with the provisions of this Section 2.05, and, if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Section 2.06 Quorum. The holders of a majority in voting amount of the -------------------- issued and outstanding shares of the Corporation entitled to vote thereat, present in person or represented by valid proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by valid proxy, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting (if the adjournment is not for more than thirty days and a new record date for the determination of - 2 - stockholders entitled to vote is not fixed), until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. Section 2.07 Vote Required. When a quorum is present at any meeting, the --------------------------- vote of the holders of a majority in voting amount of the shares voting, in person or by proxy, on any question brought before such meeting shall decide the question, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 2.08 Proxies. Each stockholder shall at every meeting of the --------------------- stockholders be entitled to vote in person or by proxy the number of votes conferred by each share of the capital stock held by such stockholder, except as otherwise provided by the Certificate of Incorporation. No proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the Secretary of the meeting when required by the inspectors of election. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by two inspectors of election who shall be appointed by the Board of Directors or, if not so appointed, then by the presiding officer of the meeting. Section 2.09 Presiding Officer. The Chief Executive Officer shall preside ------------------------------- over all meetings of stockholders. ARTICLE III Directors Section 3.01 Number. Subject to the rights of the holders of any class or -------------------- series of stock having preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, the number of directors shall be determined by the affirmative vote of a majority of the whole Board of Directors, but shall not be less than six nor more than sixteen. Section 3.02 Nominations. Only persons who are nominated in accordance ------------------------- with the following procedures shall be eligible for election as directors. Nominations of persons for election as directors of the Corporation may be made at a meeting of stockholders by or at the direction of the directors, by any nominating committee or person appointed by the directors, or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 3.02. Such nominations, other than those made by or at the direction of the directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the meeting (as initially called, in the case of adjourned meetings); provided, however, that in the event -------- that less than 75 days, notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of - 3 - business on the fifteenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder's notice shall set forth (a) as to each person who is not an incumbent director whom the stockholder proposes to nominate for election or reelection as a director (i) the name, age, business address and residence address of such person; (ii) the principal occupation or employment of such person; (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by such person; and (iv) any other information relating to such person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder and (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by such stockholder. Such notice shall be accompanied by the written consent of each proposed nominee to serve as a director of the Corporation if elected. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3.02. The officer of the Corporation presiding at a meeting of stockholders shall, if the facts warrant, determine that a nomination was not made in accordance with the provisions of this Section 3.02, and, if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Section 3.03 Election, Term and Vacancies. Commencing at the 1992 annual ------------------------------------------ meeting of stockholders, the directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible. At the annual meeting of stockholders held in 1992, one class shall be originally elected for a term expiring at the annual meeting of stockholders to be held in 1993, another class shall be originally elected for a term expiring at the annual meeting of stockholders to be held in 1994, and another class shall be originally elected for a term expiring at the annual meeting of stockholders to be held in 1995, with the members of each class to hold office until their successors are elected and qualified. At each succeeding annual meeting of stockholders of the Corporation, the successors of the class of directors whose term expires at that meeting shall be elected by plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election, subject, however, to their prior death, resignation or removal from office as provided by law. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain a number of directors in each class as nearly equal as possible. No decrease in the number of directors constituting the Board of Directors shall shorten the term of an incumbent director. Except as otherwise provided for or fixed by or pursuant to provisions relating to the rights of the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting - 4 - from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred. Section 3.04 Resignations. Any director may resign at any time upon -------------------------- written notice to that effect delivered to the Secretary, to be effective upon its acceptance or at the time specified in such writing. Section 3.05 Management. The business of the Corporation shall be managed ------------------------ by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. Section 3.06 Place of Meetings. The Board of Directors of the Corporation ------------------------------- may hold meetings, both regular and special, either within or without the State of Delaware. Meetings may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. Section 3.07 Annual Meeting. The first meeting of each newly elected Board ---------------------------- of Directors shall be held immediately following the adjournment of the annual meeting of stockholders and at the place thereof. No notice of such meeting shall be necessary to the directors in order legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. Section 3.08 Notice for Regular Meetings. Regular meetings of the Board ----------------------------------------- of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. Section 3.09 Special Meetings. Special meetings of the Board of Directors ------------------------------ may be called by a majority of the Board of Directors or by the Chairman of the Board and shall be held on notice by letter or telegram mailed or delivered for transmission not later than on the second day immediately preceding the day of such meeting, or by word of mouth or telephone received not later than during the day immediately preceding the day of such meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice, or waiver of notice, of such meeting. Section 3.10 Quorum; Vote Required. At meetings of the Board of Directors, ----------------------------------- a majority of the full number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors - 5 - present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 3.11 Chairman and Vice Chairman of the Board. At its first meeting ----------------------------------------------------- after each annual meeting of stockholders, the Board of Directors shall elect from among its members a Chairman. The Board of Directors also may choose one or more Vice Chairmen from among its members. The Chairman shall preside at all meetings of the Board of Directors, and shall perform such duties as the Board may prescribe. The Chairman may participate and act in any meeting of the Board of Directors as a director. The Vice Chairman or Vice Chairmen, if any, shall act under the direction of the Chairman and in the absence or disability of the Chairman shall perform only the duties and exercise the powers of the Chairman under this Section 3.11 of these Bylaws. The Chairman and the Vice Chairman or Vice Chairmen, if any, (i) shall hold their respective offices at the pleasure of the Board of Directors, and (ii) may be removed with or without cause at any time by the Board of Directors. Any vacancy occurring in the office of the Chairman or Vice Chairman by death, resignation, removal or otherwise shall be filled by the Board of Directors. Section 3.12 Executive Committee. The Board of Directors may, by --------------------------------- resolution adopted by a majority of the whole Board, designate one or more of its members to constitute an Executive Committee. The Executive Committee shall have and may exercise all of the authority of the Board of Directors in the management of the business and affairs of the Corporation within the limits permitted by law, including without limitation, the power and authority of the Board of Directors: (i) to authorize the seal of the Corporation to be affixed to all papers; (ii) to declare a dividend; (iii) to authorize the issuance of stock; (iv) to adopt a certificate of ownership and merger pursuant to Section 253 of Title 8, Delaware Code; and (v) to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors, to fix any of the preference rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of shares for, shares of any other class or classes or any other series of the same of any other class or classes of stock of the Corporation. Section 3.13 Audit Committee. The Board of Directors, by resolution ----------------------------- adopted by a majority of the whole Board, may designate not less than two (2) of the directors then in office to constitute an Audit Committee. At least a majority of such directors must be independent of management and free from any relationship that, in the opinion of the Board, would interfere with such directors' exercise of independent judgment as a committee member. The Committee, if established, shall (i) consider and make recommendations to the Board with respect to the employment of a firm of Independent Public Accountants, (ii) confer with the Corporation's Independent Public Accountants to determine the scope of the audit that such accountants will perform, (iii) receive reports from the Independent Public Accountants and transmit such reports to the Board, and after the close of the fiscal year, transmit to the Board the financial statements certified by such accountants, (iv) inquire into, examine and make comments on the accounting procedures of the Corporation and the reports of the Independent Public Accountants, and (v) consider and make recommendations to the Board upon matters presented to it by the officers of the Corporation pertaining to the audit practices and procedures adhered to by the Corporation. The Board may designate one member of the Committee to act as its chairman. - 6 - Section 3.14 Other Committees. In addition to the Executive Committee and ------------------------------ the Audit Committee, the Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more other committees of the Board of Directors, each committee to consist of one or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. A majority of the members of the committee shall constitute a quorum. The member or members of any such committee (other than an "Audit Committee," or "Executive Committee," if any) present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee. Section 3.15 Committee Minutes. The committees shall keep regular minutes ------------------------------- of their proceedings and report the same to the Board of Directors. Section 3.16 Ex-officio Committee Members. The Board of Directors may ------------------------------------------ designate persons who may not be directors of the Corporation to serve as ex-officio members of the Board of Directors, the Executive Committee or other committees. Ex-officio members, if any, may be invited to attend and participate in committee meetings and shall be deemed members for all purposes other than receiving notice, determining a quorum, voting, or consenting to action in lieu of meeting. Section 3.17 Consent. Any action required or permitted to be taken at any --------------------- meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee. Section 3.18 Compensation. Directors may be allowed reimbursement and -------------------------- compensation for their service as directors and for attending Board of Directors meetings. Members of committees may be allowed like reimbursement and compensation for their services and for attending committee meetings. No such payments shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. ARTICLE IV Notices Section 4.01 Notice. Notices to directors and stockholders mailed to them -------------------- at their addresses appearing on the books of the Corporation shall be deemed to be given at the time when deposited in the United States mail, postage prepaid. An affidavit of the Secretary of an Assistant Secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. - 7 - Section 4.02 Waiver. Whenever any notice is required to be given under the -------------------- provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Neither the business nor the purposes of any meeting need be specified in such waiver. Attendance at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. ARTICLE V Officers Section 5.01 Election. The officers of the Corporation shall be chosen by ---------------------- the Board of Directors at its first meeting after each annual meeting of stockholders and shall be a Chief Executive Officer who also shall be a director of the Corporation, a President who also shall be a director of the Corporation, a Secretary and a Chief Financial Officer. The Board of Directors may also choose one or more Vice Presidents, Assistant Secretaries and a Treasurer or Assistant Financial Officers. Two or more offices may be held by the same person. Section 5.02 Other Officers and Delegates. The Board of Directors may ------------------------------------------ appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Unless otherwise provided by resolution of the Board of Directors, any officer of the Corporation may delegate his authority to other appropriate officers, employees or agents of the Corporation. Section 5.03 Salaries. The salaries of all officers of the Corporation ---------------------- shall be fixed by or under the direction of the Board of Directors. Section 5.04 Vacancies. The officers of the Corporation shall hold office ----------------------- at the pleasure of the Board of Directors. Any officer may be removed with or without cause at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors. Section 5.05 Chief Executive Officer. The Chief Executive Officer shall ------------------------------------- have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute on behalf of the Corporation, and may affix or cause the seal to be affixed to, all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly delegated on an exclusive basis by the Board of Directors to some other officer or agent of the Corporation. He shall perform such additional duties and have such additional powers as the Board of Directors may from time to prescribe. Section 5.06 President. The President shall serve as the Chief Operating ----------------------- Officer of the Corporation and shall act under the direction of the Chief Executive Officer. He shall execute on - 8 - behalf of the Corporation, and may affix or cause the seal to be affixed to, all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly delegated on an exclusive basis by the Board of Directors to some other officer or agent of the Corporation. He shall perform such additional duties and have such additional powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. Section 5.07 Senior and Executive Vice Presidents; Vice Presidents. The ------------------------------------------------------------------- Board of Directors may designate one or more Senior or Executive Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The Vice Presidents shall act under the direction of the President and in the absences or disability of the President shall, in their order of seniority, perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The duties and powers of the President shall descend to the Vice Presidents in the specified order of seniority. Section 5.08 Secretary. The Secretary shall act under the direction of the ----------------------- Chief Executive Officer. Subject to the direction of the Chief Executive Officer, he shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. He shall perform like duties for committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President of the Corporation or the Board of Directors. He shall keep in safe custody the seal of the Corporation and may cause it to be affixed to any instrument requiring it. Section 5.09 Assistant Secretaries. The Assistant Secretaries shall act ----------------------------------- under the direction of the Secretary. In the order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. Section 5.10 Chief Financial Officer. The Chief Financial Officer shall ------------------------------------- act under the direction of the President. Subject to the direction of the President he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors or by the proper officers of the Corporation. He shall disburse the funds of the Corporation as may be ordered by the proper officers of the Corporation or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Chief Financial Officer and of the financial condition of the Corporation. He may affix or cause to be affixed the seal of the Corporation to documents so requiring. Section 5.11 Treasurer or Assistant Financial Officers. The Treasurer or ------------------------------------------------------- Assistant Financial Officers in the order of their seniority, unless otherwise determined by the President or the Board of Directors, shall, in the absence or disability of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. - 9 - ARTICLE VI Certificates of Stock Section 6.01 Certificate. Every holder of stock in the Corporation shall ------------------------- be entitled to have a certificate signed by two different individuals: (i) one of the Chief Executive Officer or the President and (ii) one of the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Section 6.02 Facsimile Signature. Any or all the signatures on the --------------------------------- certificate may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal of the Corporation or a facsimile thereof may, but need not, be affixed to certificates of stock. Section 6.03 Lost Certificates. The Board of Directors may direct a ------------------------------- new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation that was alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 6.04 Transfer. Upon surrender to the Corporation or the transfer ---------------------- agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 6.05 Record Date. The Board of Directors may fix in advance a ------------------------- date, not more than sixty days nor less than ten days preceding the date of any meeting of stockholders, or not more than sixty days before the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining a consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date to fix shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. - 10 - Section 6.06 Recognition of Ownership. Except as otherwise provided by -------------------------------------- the laws of Delaware, the Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and dividends, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof. ARTICLE VII Miscellaneous Section 7.01 Reserves. There may be set aside out of any funds of the ---------------------- Corporation available for dividends such sum or sums as the Board of Directors may from time to time, in its absolute discretion, specify, as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for the purchase of additional property, or for such other purpose as the directors shall specify as conducive to the interest of the Corporation. The Board of Directors may modify or abolish any such reserve. Section 7.02 Checks, Demands and Notes. All checks or demands for money --------------------------------------- and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Unless otherwise specified by the Board of Directors, such authority may be delegated. Section 7.03 Fiscal Year. The fiscal year of the Corporation shall be ------------------------- as fixed by the Board of Directors, and unless otherwise specified shall begin on the 1st day of January and end on the 31st day of December of each year. Section 7.04 Seal. The corporate seal shall have inscribed thereon the ------------------ name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. - 11 - ARTICLE VIII Indemnification Section 8.01 Indemnification of Directors and Officers for Actions, ------------------------------------------------------------------- Suits, or Proceedings Other than by or in the Right of the Corporation. To the - ---------------------------------------------------------------------- full extent permitted by law, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than any action by or in the right of the Corporation), by reason of the fact that he is or was or has agreed to become a director or officer of the Corporation or of any company in which the Corporation owns, in the aggregate, eighty percent (80%) or more of the voting stock, whether such voting stock is held directly by the Corporation or through one or more companies in which the Corporation holds eighty percent (80%) or more of the voting stock, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans), or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges, expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any threatened, pending or completed action, suit or proceeding and any appeal therefrom, including but not limited to liability and expenses incurred on account of profits realized by him in the purchase or sale of securities of the Corporation, if and only if he acted in good faith and in a -------------- manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a --------------- presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 8.02 Indemnification of Directors and Officers for Actions or ---------------------------------------------------------------------- Suits by or in the Right of the Corporation. To the full extent permitted - ------------------------------------------- by law, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was or has agreed to become a director or officer of the Corporation or of any company in which the Corporation holds, in the aggregate, eighty percent (80%) or more of the voting stock, whether such voting stock is held directly by the Corporation or through one or more companies in which the Corporation holds eighty percent (80%) or more of the voting stock, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans), or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges and expenses (including attorneys' fees) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any threatened, pending or completed action or suit and any appeal therefrom, or the defense or settlement of any claim, issue or matter, if and ------ only if he acted in good faith and in a manner he reasonably believed to be in - ------- or not opposed to the best interests of the Corporation except that no indemnification shall be made in respect of any claim, issue or matter as to - 12 - which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such costs, charges and expenses which the Court of Chancery or such other court shall deem proper. Section 8.03 Indemnification of Others for Actions, Suits, or Proceedings -------------------------------------------------------------------------- Other than by or in the Right of the Corporation. To the full extent permitted - ------------------------------------------------ by law, the Corporation, in the sole discretion of the Board of Directors of the Corporation, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was or has agreed to become an employee, agent or contractor of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, or of any company in which the Corporation holds, in the aggregate, forty percent (40%) or more of the voting stock, whether such stock is held directly by the Corporation or through one or more companies in which the Corporation holds forty percent (40%) or more of the voting stock, partnership, joint venture, trust or other enterprise (including employee benefit plans), or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges, expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any threatened, pending or completed action, suit or proceeding and any appeal therefrom, including but not limited to liability and expenses incurred on account of profits realized by him in the purchase or sale of securities of the Corporation, if and only if he acted in good faith and in a -------------- manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a --------------- presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 8.04 Indemnification of Others for Actions or Suits by or in the ------------------------------------------------------------------------- Right of the Corporation. To the full extent permitted by law, the Corporation, - ------------------------ in the sole discretion of the Board of Directors of the Corporation, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was or has agreed to become an employee, agent or contractor of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation or of any company in which the Corporation holds, in the aggregate, forty percent (40%) or more of the voting stock, whether such stock is held directly by the Corporation or through one or more companies in which the Corporation holds forty percent (40%) or more of the voting stock, partnership, joint venture, trust or other enterprise (including employee benefit plans), or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges and expenses (including attorneys' fees) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any threatened, pending or completed action or suit and any appeal therefrom, or the - 13 - defense or settlement of any claim, issue or matter, if and only if he acted in -------------- good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such costs, charges and expenses which the Court of Chancery or such other court shall deem proper. Section 8.05 Indemnification for Costs, Charges and Expenses of ----------------------------------------------------------------- Successful Party. Notwithstanding the other provisions of these Bylaws, to the - ---------------- extent that a director or officer of the Corporation or other person indemnified under Sections 8.1 through 8.4, herein, has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he shall be indemnified against all costs, charges and expenses (including attorneys' fees) actually and reasonably incurred by him or on his behalf in connection therewith. Section 8.06 Determination of Right to Indemnification. Unless otherwise ------------------------------------------------------- ordered by a court, any indemnification under Sections 8.1 and 8.2, herein, and, if applicable, under Sections 8.3 and 8.4, herein, shall be paid by the Corporation unless a determination is made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders, that indemnification of an individual entitled to indemnification under Sections 8.1 through 8.4, herein, is not proper in the circumstances because he has not met the applicable standard of conduct set forth in Sections 8.1 through 8.4, herein. Section 8.07 Advance Payment of Costs, Charges and Expenses. To the full ------------------------------------------------------------ extent permitted by law, the Corporation shall, upon request, pay costs, charges and expenses (including attorneys' fees) incurred by a person entitled to indemnification pursuant to Sections 8.1 through 8.4, herein, in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding; provided, however, that the payment of such ----------------- costs, charges and expenses incurred by a director or officer in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer) in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by or on behalf of the director or officer to repay all amounts so advanced in the event that it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation as authorized in these Bylaws; such costs, charges and expenses incurred by other employees, agents and contractors may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 8.08 Procedure for Indemnification. Any indemnification or ------------------------------------------- advance of costs, charges and expenses provided for in Sections 8.01 through 8.07, herein, shall be made promptly, and in any event within sixty days, upon the written request of the person entitled to indemnification; the right to indemnification or advances as granted by these Bylaws shall be enforceable by a director or - 14 - officer or other person indemnified hereunder in any court of competent jurisdiction. If the Corporation denies such request, in whole or in part, or if no disposition thereof is made within sixty days, such persons' costs, charges and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation; it shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses pursuant to Section 8.07, herein, where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in Sections 8.01 through 8.04, herein. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 8.01 through 8.04, herein, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal counsel, and its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Section 8.09 Authorization of Corporation Officers. The proper officers --------------------------------------------------- of the Corporation are, and each of them acting without the other is, authorized to take any action, for and in the name of the Corporation, which he deems necessary or appropriate (as conclusively presumed from the taking of such action) to carry out and effect the foregoing Sections 8.01 through 8.08. Section 8.10 Other Rights; Continuation of Right to Indemnification. The -------------------------------------------------------------------- indemnification and advancement of expenses provided by these Bylaws shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any law (present or future, common or statutory), bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, and shall continue as to a person who has ceased to serve in the capacity making him eligible for indemnification, and shall inure to the benefit of the estate, heirs, executors and administrators of such person; all rights to indemnification under these Bylaws shall be deemed to be a contract between the Corporation and each director or each officer of the Corporation and, as applicable, any other person indemnified hereunder who serves or served in such capacity at any time while these Bylaws as well as the relevant provisions of the Delaware General Corporation Law or any other applicable laws are or were in effect; any repeal or modification thereof shall not in any way diminish any rights to indemnification of such director, officer or other person or the obligations of the Corporation arising hereunder. Section 8.11 Savings Clause. If Sections 8.01 through 8.10 of these ---------------------------- Bylaws or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and each officer, and may indemnify any other person entitled to indemnification, as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of these Bylaws that shall not have been invalidated and to the full extent permitted by applicable law. To the full extent permitted by law, the Corporation may enter into and perform agreements with persons, including, without limitation, present and former - 15 - officers, directors and employees of the Corporation and of companies acquired by or merged with the Corporation, obligating the Corporation, among other things, to provide indemnification and advancement of costs, charges and expenses to such persons in addition to any indemnification or advancement which may be available to such person under Sections 8.01 through 8.10 of these Bylaws. Section 8.12 Insurance. The Board of Directors may cause the ------------------------ Corporation to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, including employee benefit plans, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person. Section 8.13 Amendment of Bylaws. The Board of Directors may from time --------------------------------- to time adopt further Bylaws with respect to indemnification and may amend such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Delaware. ARTICLE IX Amendments Section 9.01 Amendment of Bylaws. These Bylaws may be changed, altered, ---------------------------------- amended or repealed, and new bylaws made, by the Board of Directors, provided -------- that the stockholders may make additional Bylaws and may change, alter, amend and repeal any Bylaws whether adopted by them or otherwise, and provided further ---------------- that, notwithstanding any other provision of these Bylaws, in addition to any other vote or approval required by law or the terms of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation, the affirmative vote of the holders of two-thirds of the Corporation's then outstanding capital stock entitled to vote generally in the election of directors, voting as a single class (whether or not the holders of such shares are present or represented at any meeting called for the purpose of voting thereon) shall be required to alter, amend, adopt any provision inconsistent with or repeal Sections 2.04, 2.05, 3.01, 3.02, and 3.03 of these Bylaws. - 16 - EX-27 3 FINANCIAL DATA SCHEDULE
5 6-MOS DEC-31-1995 MAR-01-1995 AUG-31-1995 29,264,000 0 184,816,000 10,530,000 0 227,360,000 42,370,000 31,849,000 319,874,000 144,886,000 121,395,000 212,000 19,719,000 0 26,962,000 319,874,000 0 461,257,000 0 186,345,000 0 939,000 8,077,000 2,214,000 996,000 738,000 0 0 0 738,000 (0.02) (0.02) Excludes current portion of bonds, mortgages, and similar debt. Represents gross revenue which includes costs of certain services subcontracted to third parties and other reimbursable direct project costs, such as materials procured by the Company on behalf of its customers. Excludes subcontract and direct material costs of $239,827,000.
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