-----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, Sl4QkND4AV0yevvlDTF0QjDQzQ7NseH7zqQfDpbBuS741r62Ye1GYx05hzP9SMAf s7wYvKXUTPh0qIuJITlMpQ== 0000928385-96-000830.txt : 19960629 0000928385-96-000830.hdr.sgml : 19960629 ACCESSION NUMBER: 0000928385-96-000830 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960627 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12248 FILM NUMBER: 96587248 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 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. ---------------------------- FORM 11-K ---------------------------- (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] for the transition period from to ----- ----- COMMISSION FILE NUMBER 1-12248 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: ICF Kaiser International, Inc. Section 401(k) Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: ICF Kaiser International, Inc. 9300 Lee Highway Fairfax, Virginia 22031-1207 ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN _______________ FINANCIAL STATEMENTS as of December 31, 1995 and 1994 and for the years then ended and report thereon _____ ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN Financial Statements Report of Independent Accountants 1 Statements of Net Assets Available for Benefits with Fund Information 2-3 Statements of Changes in Net Assets Available for Benefits with Fund Information 4-5 Notes to Financial Statements 6-10 Item 27a - Schedule of Assets Held for Investment Purposes 11 Item 27d - Schedule of Reportable Transactions 12
Report of Independent Accountants --------------------------------- ICF Kaiser International, Inc. 401(k) Plan Committee Fairfax, Virginia We have audited the accompanying statements of net assets available for benefits of the ICF Kaiser International, Inc. Section 401(k) Plan (the Plan) as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1995 and reportable transactions for the year ended December 31, 1995 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Coopers & Lybrand, L.L.P Washington, D.C. April 26, 1996 1 ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1995
PARTICIPANT DIRECTED ------------------------------------------------------------------------------------------------- VANGUARD VANGUARD VANGUARD VANGUARD W.L. MORGAN INVESTMENT MONEY VANGUARD VANGUARD VANGUARD WELLINGTON GROWTH GRADE BOND MARKET INDEX 500 EXPLORER PRIMECAP FUND FUND FUND FUND FUND FUND FUND --------------- ------------ ----------- ----------- ------------ ----------- ----------- Assets: Investments at fair value: Mutual funds $24,706,349 $10,406,949 $7,314,668 $16,094,203 $17,833,175 $590,688 $23,571 Loans to participants - - - - - - - ----------- ----------- ---------- ----------- ----------- -------- ------- 24,706,349 10,406,949 7,314,668 16,094,203 17,833,175 590,688 23,571 Employee contributions receivable 78,397 45,394 26,872 41,062 75,999 8,307 720 Employer contributions receivable 20,563 11,508 7,193 10,855 19,505 2,111 172 Loan payment receivable 6,139 3,994 2,305 4,398 6,070 334 37 ----------- ----------- ---------- ----------- ----------- -------- ------- Net assets available for benefits $24,811,448 $10,467,845 $7,351,038 $16,150,518 $17,934,749 $601,440 $24,500 =========== =========== ========== =========== =========== ======== ======= PARTICIPANT DIRECTED ---------------------------- VANGUARD INTERNATIONAL GROWTH ICF KAISER LOANS PORTFOLIO STOCK FUND TO PARTICIPANTS TOTAL ------------- ------------- --------------- ---------- Assets: Investments at fair value: Mutual funds $832,057 $747,744 $ - $78,549,404 Loans to participants - - 2,282,457 2,282,457 -------- -------- ---------- ----------- 832,057 747,744 2,282,457 80,831,861 Employee contributions receivable 9,394 5,767 - 291,912 Employer contributions receivable 2,362 1,617 - 75,886 Loan payment receivable 500 356 - 24,133 -------- -------- ---------- ----------- Net assets available for benefits $844,313 $755,484 $2,282,457 $81,223,792 ======== ======== ========== ===========
The accompanying notes are an integral part of these financial statements. ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1994
PARTICIPANT DIRECTED ------------------------------------------------------------------------------ VANGUARD VANGUARD VANGUARD VANGUARD W.L. MORGAN INVESTMENT MONEY VANGUARD WELLINGTON GROWTH GRADE BOND MARKET INDEX 500 ICF KAISER FUND FUND FUND FUND FUND STOCK FUND ---------- ----------- ---------- ----------- ----------- ---------- Assets: Investments at fair value: Mutual funds 18,558,437 $6,874,063 $5,440,493 $15,616,274 $11,738,121 $427,690 Loans to participants - - - - - - ---------- ---------- ---------- ----------- ----------- -------- 18,558,437 6,874,063 5,440,493 15,616,274 11,738,121 427,690 Employee contributions receivable 82,598 44,613 30,377 49,504 72,118 3,869 Employer contributions receivable 20,919 11,366 8,131 13,313 18,382 966 Loan payment receivable 6,054 3,625 2,694 4,458 5,227 132 ---------- ---------- ---------- ----------- ----------- -------- Net assets available for benefits 18,668,008 $6,933,667 $5,481,695 $15,683,549 $11,833,848 $432,657 ========== ========== ========== =========== =========== ======== LOANS TO PARTICIPANTS TOTAL --------------- ----------- Assets: Investments at fair value: Mutual funds $ - $58,655,078 Loans to participants 2,043,688 2,043,688 --------- ----------- 2,043,688 60,698,766 Employee contributions receivable - 283,079 Employer contributions receivable - 73,077 Loan payment receivable - 22,190 --------- ----------- Net assets available for benefits $2,043,688 $61,077,112 ========== ===========
The accompanying notes are an integral part of these financial statements. ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995
PARTICIPANT DIRECTED -------------------------------------------------------------------------------------------- VANGUARD VANGUARD VANGUARD VANGUARD W.L. MORGAN INVESTMENT MONEY VANGUARD VANGUARD VANGUARD WELLINGTON GROWTH GRADE BOND MARKET INDEX 500 EXPLORER PRIMECAP FUND FUND FUND FUND FUND FUND FUND ----------- ----------- ---------- ----------- ----------- -------- ---------- Additions: Employee contributions $ 2,220,749 $ 1,245,287 $ 795,351 $ 1,293,075 $ 2,077,788 $106,669 $ 720 Employer contributions 572,699 315,944 213,231 344,629 527,876 25,939 172 Assets transferred from other 186,631 211,623 38,239 210,264 408,465 20,642 - plans Net appreciation in fair value of investments 4,881,589 1,692,211 1,030,892 - 4,237,633 19,634 308 Investment Income: Interest - - - 927,438 - 45,618 - Dividends 1,216,611 890,769 451,361 - 403,743 - - ----------- ----------- ---------- ----------- ---------- -------- ------- Total additions 9,078,279 4,355,834 2,529,074 2,775,406 7,655,505 218,502 1,200 ----------- ----------- ---------- ----------- ---------- -------- ------- Deductions: Withdrawals or Loan Repayments 2,065,326 853,389 575,961 2,120,392 1,342,126 50,131 - Trust management fees 14,280 7,579 4,790 13,169 12,229 526 - ----------- ----------- ---------- ----------- ---------- -------- ------- Total deductions 2,079,606 860,968 580,751 2,133,561 1,354,355 50,657 0 ----------- ----------- ---------- ----------- ----------- -------- ------- Net assets transferred among funds (855,233) 39,312 (78,980) (174,876) (200,249) 433,595 23,300 ----------- ----------- ---------- ----------- ----------- -------- ------- Net increase 6,143,440 3,534,178 1,869,343 466,969 6,100,901 601,440 24,500 Net assets available for benefits at beginning of year 18,668,008 6,933,667 5,481,695 15,683,549 11,833,848 - - ----------- ----------- ---------- ----------- ----------- -------- ------- Net assets available for benefits at end of year $24,811,448 $10,467,845 $7,351,038 $16,150,518 $17,934,749 $601,440 $24,500 =========== =========== ========== =========== =========== ======== ======= PARTICIPANT DIRECTED --------------------------- VANGUARD INTERNATIONAL GROWTH ICF KAISER LOANS PORTFOLIO STOCK FUND TO PARTICIPANTS TOTAL ------------- ---------- --------------- ------------ Additions: Employee contributions $123,962 $163,544 $ - $ 8,027,145 Employer contributions 30,060 45,659 - 2,076,209 Assets transferred from other 30,060 14,610 - 1,120,534 plans Net appreciation in fair value of investments 32,313 163,154 - 12,057,734 Investment Income: Interest 21,394 - 127,483 1,121,933 Dividends - - - 2,962,484 -------- -------- ---------- ----------- Total additions 237,789 386,967 127,483 27,366,039 -------- -------- ---------- ----------- Deductions: Withdrawals or Loan Repayments 35,012 12,582 110,359 7,165,278 Trust management fees 682 826 - 54,081 -------- -------- ---------- ----------- Total deductions 35,694 13,408 110,359 7,219,359 -------- -------- ---------- ----------- Net assets transferred among funds 642,218 (50,732) 221,645 - -------- -------- ---------- ----------- Net increase 844,313 322,827 238,769 20,146,680 Net assets available for benefits at beginning of year - 432,657 2,043,688 61,077,112 -------- -------- ---------- ----------- Net assets available for benefits at end of year $844,313 $755,484 $2,282,457 $81,223,792 ======== ======== ========== ===========
The accompanying notes are an integral part of these financial statements. ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994
PARTICIPANT DIRECTED ------------------------------------------------------------------------------ VANGUARD VANGUARD VANGUARD VANGUARD W.L. MORGAN INVESTMENT MONEY VANGUARD WELLINGTON GROWTH GRADE BOND MARKET INDEX 500 ICF KAISER FUND FUND FUND FUND FUND STOCK FUND ------------ ------------ ------------ ------------ ------------ ------------- Additions: Employee contributions 2,303,278 $ 1,229,435 $ 904,541 $ 1,409,369 $ 1,988,455 $ 40,650 Employer contributions 518,836 273,743 214,449 332,875 446,245 10,716 Assets transferred from other plans 246,762 255,399 77,441 265,050 218,750 166,104 Net appreciation/(depreciation) in fair value of investments (929,791) (353,046) (738,229) - (197,347) 26,459 Investment Income: Interest - - - 662,551 - - Dividends 836,709 259,020 441,957 - 356,655 - ---------- ----------- ---------- ---------- ---------- ----------- Total additions 2,975,794 1,664,551 900,159 2,669,845 2,812,758 243,929 ---------- ---------- ---------- ---------- ---------- ----------- Deductions: Withdrawals or Loan Repayments 1,685,680 665,891 598,640 3,715,871 1,220,857 22 Assets transferred to other plans 321,018 150,675 88,891 302,197 206,724 - Trust management fees 17,059 9,097 6,524 18,580 14,532 219 ---------- ----------- ---------- ---------- ---------- ---------- Total deductions 2,023,757 825,663 694,055 4,036,648 1,442,113 241 ---------- ----------- ---------- ---------- ---------- ---------- Net assets transferred among funds 206,296 (99,493) (577,427) (227,347) 79,771 188,969 ---------- ----------- ---------- ---------- ---------- ---------- Net increase/(decrease) 1,158,333 739,395 (371,323) (1,594,150) 1,450,416 432,657 Net assets available for benefits at beginning of year 17,509,675 6,194,272 5,853,018 17,277,699 10,383,432 - ---------- ---------- ---------- ---------- ---------- ----------- Net assets available for benefits at end of year 18,668,008 $ 6,933,667 $ 5,481,695 $15,683,549 $11,833,848 $ 432,657 ========== =========== =========== =========== =========== =========== LOANS TO PARTICIPANTS TOTAL --------------- ------------- Additions: Employee contributions $ - $ 7,875,728 Employer contributions - 1,796,864 Assets transferred from other plans - 1,229,506 Net appreciation/(depreciation) in fair value of investments - (2,191,954) Investment Income: Interest 106,176 768,727 Dividends - 1,894,341 -------------- ----------- Total additions 106,176 11,373,212 -------------- ------------ Deductions: Withdrawals or Loan Repayments 92,715 7,979,676 Assets transferred to other plans 17,929 1,087,434 Trust management fees - 66,011 -------------- ----------- Total deductions 110,644 9,133,121 -------------- ------------ Net assets transferred among funds 429,231 - ------------- ------------ Net increase/(decrease) 424,763 2,240,091 Net assets available for benefits at beginning of year 1,618,925 58,837,021 ------------- ------------ Net assets available for benefits at end of year $ 2,043,688 $ 61,077,112 ============== ============
The accompanying notes are an integral part of these financial statements. ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS NOTE A--DESCRIPTION OF THE PLAN The following description of the ICF Kaiser International, Inc. Section 401(k) Plan (the Plan) provides only general information. Participants should refer to the plan agreement for more detailed information. The Plan was established effective March 1, 1989 in accordance with section 401(k) of the Internal Revenue Code. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and is administered by an administrator appointed by ICF Kaiser International, Inc. (the Company). The Plan is a voluntary, defined contribution plan that allows eligible employees of the Company to contribute on a pre-tax basis up to 12% of their compensation, up to a statutory limit. The Company matches employee contributions at a rate of 50% of such contributions up to 4%. Employee contributions and company matching contributions are deposited with the Vanguard Fiduciary Trust Company (Vanguard), as trustee, where they are accumulated and invested on behalf of the Plan at the discretion of the employee. Within guidelines established by the Plan, participants may elect to direct their accounts into several alternative investment funds. As of December 31, 1995, the Plan had nine eligible investment funds: Vanguard Wellington Fund - ------------------------ This fund follows a diversified and balanced program of investing in bonds and common stocks to conserve principal and provide reasonable income without undue risk. Vanguard W. L. Morgan Growth Fund - --------------------------------- This fund seeks long-term growth of capital by investing in a portfolio of common stocks. Vanguard Investment Grade Bond Fund - ----------------------------------- This fund seeks to provide a high level of current income, consistent with maintenance of principal and liquidity, by investing in a diversified portfolio of long-term, investment-grade bonds. Vanguard Money Market Fund - -------------------------- This fund invests in high-quality money market instruments that mature in one year or less. The objectives of the fund are maximization of current income, preservation of capital, and liquidity. Vanguard Index 500 Fund - ----------------------- This fund attempts to provide investment results that correspond to the price and yield performance of publicly traded stocks, in the aggregate, as represented by the Standard & Poor's 500 Composite Stock Price Index. ICF Kaiser Stock Fund - --------------------- This fund is invested primarily in common stock of ICF Kaiser International, Inc. This fund, has been divided into fund units rather than shares of stock. Each fund unit was initally valued at $10.00. As of December 31, 1995 and 1994, respectively, each fund unit was valued at $14.37 and $10.70. By design, the number of units owned by each participant is not equal to the number of shares of the ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS (Continued) NOTE A--DESCRIPTION OF THE PLAN (Continued) underlying company stock nor is the unit price of the Company Stock Fund equal to the market value of the shares of underlying stock. There are two reasons for these differences: first, in order to differentiate between the share price of the Company stock and the unit value of the Company Stock Fund Vanguard assigns an arbitrary initial unit value (typically $10 per unit) to the fund: second, in addition to shares of stock the unit value includes proportionate interest in the cash balance held by the Company Stock Fund. As of December 31, 1995 and 1994, respectively, Plan participants own 175,940 and 136,642 shares of Company common stock with a per share fair value of $3.38 and $3.13 based upon quoted market prices. Although the unit value of the Company Stock Fund and the current market value of the underlying company stock are not equal, a participant can easily determine the approximate number of shares of the underlying company stock represented by his or her fund units on the conversion date by dividing the total market value of his or her account balance by the current share price of the stock. During 1995 the plan added the following additional investment options: Vanguard Explorer Fund - ---------------------- A common-stock fund that seeks long-term growth of capital by investing in small and emerging growth companies. Vanguard Primecap Fund - ---------------------- A common-stock fund that seeks long-term growth of capital by investing principally in a portfolio of common stocks. Dividend income is incidental. Vanguard International Growth Portfolio - --------------------------------------- An international fund diversified in the common stocks of companies in as many as 30 foreign markets. Employee contributions and the Company's matching contributions are fully vested upon initial participation and nonforfeitable upon receipt by the Plan. Income, expenses, and gains or losses (realized and unrealized) of Plan investments are allocated among participants based upon their respective account balances. Participants may borrow up to half of their account balance within guidelines established by the loan committee of the Company. Loans accrue interest at the prime rate as determined at the time of issuance. Loans are repaid through payroll deductions on a bi-weekly basis over terms ranging from 1 to 10 years. At December 31, 1995, there were 373 participants with outstanding loan balances. Upon termination, a participant may elect to receive their account balance in a lump-sum distribution or delay withdrawal until a future date. 7 NOTES TO FINANCIAL STATEMENTS (Continued) NOTE B--ACCOUNTING POLICIES The Plan follows the accrual method of accounting for financial reporting purposes. The accompanying financial statements are prepared in accordance with generally accepted accounting principles. Investments are valued for financial statement purposes at fair value. The values for the Vanguard Funds are based on the quoted net asset value (redemption value) of the respective investment funds as of the Plan's year end. Security transactions are accounted for on the date securities are purchased or sold (trade date). Dividend income is recorded on the ex-dividend date. Interest income is recognized when earned. The Plan has invested in the investment options directed by its participants. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Employees who have retired upon reaching either the normal retirement date (age 65) or a deferred retirement date, or who have terminated employment with the Company, may elect to withdraw the entire amount of their contribution account. Benefits are recorded when paid. Benefits due to former employees who have not yet received the balance of their accounts and who have elected to withdraw from the Plan totalled $61,278 and $35,010 at December 31, 1995 and 1994, respectively. Administrative expenses of the Plan are paid by the participants and are deducted from participants' accounts based on a flat quarterly fee. Additionally, the Company provides certain administrative support to the Plan at no cost. The Company anticipates and fully intends that the Plan will be a permanent program for the exclusive benefit of the participants and their beneficiaries. The Company, however, reserves the right to terminate the Plan at any time such action becomes necessary. In the event the Plan is terminated, the net assets will be allocated to participants as required by ERISA and its related regulations. NOTE C--FEDERAL INCOME TAXES In January 1995, the Internal Revenue Service ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code. The Plan has been amended since receiving this determination letter. However, the Plan administrators and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe earnings on contributions to the Plan are not subject to tax under present income tax laws and employee contributions to the Plan are not subject to Federal income tax to the employee until distribution from the Plan. 8 ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS (Continued) NOTE D--INVESTMENTS Investments of the Plan are maintained by Vanguard. Investments comprising 5% or more of the Plan's net assets as of December 31, 1995 and 1994 were as follows:
Fair Value 1995 Vanguard Wellington $24,706,349 Vanguard W.L. Morgan Growth 10,406,949 Vanguard Investment Grade Bond 7,314,668 Vanguard Money Market 16,094,203 Vanguard Index 500 17,833,175 Fair Value 1994 Vanguard Wellington $18,558,437 Vanguard W.L. Morgan Growth 6,874,063 Vanguard Investment Grade Bond 5,440,493 Vanguard Money Market 15,616,274 Vanguard Index 500 11,738,121
NOTE E--ASSETS TRANSFERRED The amount of assets transferred from other plans represents the integration of plans sponsored by an entity owned by the Company and rollovers for new employees from other employer qualified plans. The total assets transferred to other plans of entities owned by the Company totalled $0 and $1,087,434 during the years ended December 31, 1995 and 1994, respectively. Assets transferred from other employer qualified plans totalled $1,120,534 and $1,229,506 for the years ended December 31, 1995 and 1994, respectively. NOTE F--CONCENTRATION OF CREDIT RISK Financial instruments which potentially subject the Plan to concentrations of credit risk consist primarily of investments. The Plan has invested primarily in Vanguard investment funds. Each of the Vanguard Funds is registered under the Investment Act of 1940 as a diversified open-end investment company. Certain funds invest in corporate debt instruments. The issuers' abilities to meet these obligations may be affected by economic developments in their respective industries. 9 ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS (Continued) NOTE G--RECONCILIATION TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31:
1995 1994 ------------ ------------ Net assets available for benefits per the financial $81,223,792 $61,077,112 statements Amounts allocated to withdrawing participants $ (61,278) (35,010) ----------- ----------- Net assets available for benefits per the Form 5500 $81,162,514 $61,042,102 =========== ===========
The following is a reconciliation of withdrawals per the financial statements to benefits paid to participants per Form 5500 for the years ended December 31:
1995 1994 ----------- ----------- Withdrawals per the financial statements $7,165,278 $7,979,676 Add: Amounts allocated to withdrawing participants at 61,278 35,010 end of year Less: Amounts allocated to withdrawing participants (35,010) (885,966) at beginning of year ---------- ---------- Benefits paid to participants per Form 5500 $7,191,546 $7,128,720 ========== ==========
10 Supplemental Schedules ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1995
Number of Shares Historical Fair Identity of Issue or Principal Amount Cost Market Value - ---------------------------------------- ------------------- ------------ ------------ Pooled Funds: Vanguard Wellington 1,011,312 shares $19,654,711 $24,706,349 Vanguard W. L. Morgan Growth 738,605 shares 9,241,360 10,406,949 Vanguard Investment Grade Bond 771,590 shares 6,694,794 7,314,668 Vanguard Money Market 16,094,203 shares 16,094,203 16,094,203 Vanguard Index 500 309,604 shares 13,150,480 17,833,175 Vanguard Explorer Fund 11,826 shares 577,772 590,688 Vanguard Primecap Fund 899 shares 23,262 23,571 Vanguard Int'l Growth Stock Portfolio 55,397 shares 804,174 832,057 ICF Kaiser Stock Fund 52,036 shares 626,459 747,744 Loans to Participants Fully amortizing, bearing interest ranging from 6% to 12% and maturing at various dates through December 2003 $2,282,457 2,282,457 2,282,457 ----------- ----------- Total Investments $69,149,672 $80,831,861 =========== ===========
11 ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1995 Plan assets at January 1, 1995 -- $61,077,112 5% -- $3,053,856 I. Single transactions in excess of 5%: None. II. Series of transactions with respect to any pension other than securities in excess of 5%: None. III. Series of transactions with respect to securities of the same issue in excess of 5%:
=========================================================================================================================== Net Proceeds No. Net Market Cost of No. of from of Historical Value Identity of Issue Purchases Purchases Sales Sales Gain Gain - --------------------------------------------------------------------------------------------------------------------------- Vanguard Wellington Fund $ 5,384,729 180 $ 4,118,299 179 $ 534,374 $ 466,792 Vanguard W.L. Morgan Growth Fund 3,721,914 173 1,880,997 149 146,712 209,211 Vanguard Investment Grade Bond Fund 2,223,223 184 1,379,763 148 26,768 95,520 Vanguard Money Market Fund 5,962,095 218 5,484,061 196 0 0 Vanguard Index 500 Fund 4,772,134 198 2,914,262 173 507,995 387,997 - --------------------------------------------------------------------------------------------------------------------------- Totals $22,064,095 $15,777,381 $1,215,849 $1,159,520 ===========================================================================================================================
IV. Transactions with respect to securities with a person if any prior or subsequent transaction with such person exceeded 5%: None. 12 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. ICF Kaiser International, Inc. Section 401(k) Plan /s/ Michael K. Goldman ---------------------------- Michael K. Goldman Plan Administrator Date: June 27, 1996 INDEX Exhibit Description of Exhibit - ------- ---------------------- No. 23 Consent of Coopers & Lybrand (the Plan's Independent Accountants) No. 99 ICF Kaiser International, Inc. Section 401(k) Plan (as amended and restated as of March 1, 1993) (and further amended with respect to name change only as of June 26, 1993) (incorporated by reference to Exhibit No. 10(f) to Quarterly Report on Form 10-Q (Registrant No. 1- 12248) for the second quarter of fiscal 1994 filed with the Commission on October 15, 1993) and Amendment No. 1 dated April 24, 1995 (incorporated by reference to Exhibit 10(p)(1) to Annual Report on Form 10-K (Registrant No. 1- 12248) for the second quarter of fiscal 1995 filed with the Commission on May 23, 1995) and Amendment No. 2 dated December 15, 1995 (incorporated by reference to Exhibit 10(p)(2) to Transition Report on Form 10-K (Registrant No. 1- 12248) for the ten months ended December 31, 1995) EX-23 2 EXHIBIT 23 Exhibit No. 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of ICF Kaiser International, Inc. on Form S-8 (Registration No. 33-51460) of our report dated April 26, 1996, on our audits of the financial statements of the ICF Kaiser International, Inc. Section 401(k) Plan as of December 31, 1995 and 1994, and for the years then ended, and the related supplemental schedules as of and for the year ended December 31, 1995, which report is included the Plan's Annual Report on Form 11-K. Coopers & Lybrand L.L.P. Washington, DC June 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----