-----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, I3eG4WElQGpsOaa5+lj043CzEBqLgtTj6CUK1KxW/EdR5c8FPgRz1NbTV3EnBM9G NebQmpJZI+BHyWp9nniEEw== 0000928385-98-001307.txt : 19980630 0000928385-98-001307.hdr.sgml : 19980630 ACCESSION NUMBER: 0000928385-98-001307 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 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: SEC FILE NUMBER: 001-12248 FILM NUMBER: 98656215 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, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO 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, 1997 AND 1996 AND FOR THE YEAR ENDED DECEMBER 31, 1997 AND REPORT THEREON _____________ Financial Statements Report of Independent Accountants 1 Statements of Net Assets Available for Benefits with Fund Information 2-3 Statement of Changes in Net Assets Available for Benefits with Fund Information 4 Notes to Financial Statements 5-8 Line 27a - Schedule of Assets Held for Investment Purposes 9 Line 27d - Schedule of Reportable Transactions 10 Exhibits Index 11
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, 1997 and 1996, and the related statement of changes in net assets available for benefits for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for benefits for the year ended December 31, 1997 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, 1997 and reportable transactions for the year ended December 31, 1997 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 U.S. 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 and fund information are the responsibility of the Plan's management. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits 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. McLean, Virginia June 19, 1998 1 ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION as of December 31, 1997
PARTICIPANT DIRECTED FUNDS ---------------------------------------------------------------------------------------------- Vanguard Fixed Vanguard Index Vanguard Vanguard Income Fund - LT Trust-500 International Explorer Fund Corporate Portfolio Portfolio Growth Portfolio ---------------------------------------------------------------------------------------------- Assets: Investments at fair value: Mutual funds $ 2,318,563 $7,297,022 $32,044,301 $ 3,148,847 Loans to participants - - - - ----------- ----------- ----------- ----------- Total investments 2,318,563 7,297,022 32,044,301 3,148,847 Employee contributions receivable - - - - Employer contributions receivable - - - - Loan payments receivable - - - - ----------- ----------- ----------- ----------- Net assets available for benefits $ 2,318,563 $7,297,022 $32,044,301 $ 3,148,847 =========== =========== =========== =========== PARTICIPANT DIRECTED FUNDS -------------------------------------------------------------------------------------- Vanguard Money Vanguard / Vanguard / Market Reserves Morgan Growth PRIMECAP Vanguard / Prime Portfolio Fund Fund Wellington Fund -------------------------------------------------------------------------------------- Assets: Investments at fair value: Mutual funds $16,118,636 $ 17,856,946 $4,179,494 $ 31,456,309 Loans to participants - - - - ----------- ------------ ---------- ------------ Total investments 6,118,636 17,856,946 4,179,494 31,456,309 Employee contributions receivable - - - - Employer contributions receivable - - - - Loan payments receivable - - - - ----------- ------------ ---------- ------------ Net assets available for benefits $16,118,636 $ 17,856,946 $4,179,494 $ 31,456,309 =========== =========== ========== ============ PARTICIPANT DIRECTED FUNDS ----------------------------------------------------------------------------------------- ICF Kaiser Loans to Stock Fund Participants Other Total ----------------------------------------------------------------------------------------- Assets: Investments at fair value: Mutual funds $ 853,160 $ - $ - $115,273,278 Loans to participants - 2,647,666 - 2,647,666 --------- ---------- -------- ------------ Total investments 853,160 2,647,666 - 117,920,944 Employee contributions receivable - - 348,906 348,906 Employer contributions receivable - - 89,096 89,096 Loan payments receivable - - 39,102 39,102 --------- ---------- -------- ------------ Net assets available for benefits $ 853,160 $2,647,666 $477,104 $118,398,048 ========= ========== ======== ============
The accompanying notes are an integral part of these financial statements. 2 ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION as of December 31, 1996
PARTICIPANT DIRECTED FUNDS ------------------------------------------------------------------------------------------------ Vanguard Fixed Vanguard Index Vanguard Vanguard Money Vanguard Income Fund -- LT Trust - 500 International Market Reserves - Explorer Fund Corporate Portfolio Portfolio Growth Portfolio Prime Portfolio ------------------------------------------------------------------------------------------------ Assets: Investments at fair value: Mutual funds $ 1,551,899 $6,423,652 $24,122,951 $ 2,213,313 $16,316,031 Loans to participants - - - - - ------------------------------------------------------------------------------------------------ Total investments 1,551,899 6,423,652 24,122,951 2,213,313 16,316,031 Employee contributions receivable - - - - - Employer contributions receivable - - - - - Loan payments receivable - - - - - ------------------------------------------------------------------------------------------------ Net assets available for benefits $ 1,551,899 $6,423,652 $24,122,951 $ 2,213,313 $16,316,031 ================================================================================================
------------------------------------------------------------------------------------------------ Vanguard / Vanguard / Morgan Growth PRIMECAP Vanguard / ICF Kaiser Loans to Fund Fund Wellington Fund Stock Fund Participants Other Total ------------------------------------------------------------------------------------------------ Assets: Investments at fair value: Mutual funds $ 13,871,751 $1,119,492 $ 25,385,629 $ 726,811 $ - $ - $ 91,731,529 Loans to participants - - - - 2,650,472 - 2,650,472 ------------------------------------------------------------------------------------------------ Total investments 13,871,751 1,119,492 25,385,629 726,811 2,650,472 - 94,382,001 Employee contributions receivable - - - - - 317,054 317,054 Employer contributions receivable - - - - - 82,896 82,896 Loan payments receivable - - - - - 28,680 28,680 ------------------------------------------------------------------------------------------------ Net assets available for benefits $ 13,871,751 $1,119,492 $ 25,385,629 $ 726,811 $2,650,472 $428,630 $ 94,810,631 ================================================================================================
The accompanying notes are an integral part of these financial statements. 3 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, 1997
PARTICIPANT DIRECTED FUNDS -------------------------------------------------------------------------------------------- Vanguard Vanguard Fixed Vanguard Vanguard Money Market Vanguard/ Income Fund - Index International Reserves Morgan Vanguard/ Vanguard LT Corporation Trust -500 Growth Prime Growth PRIMECAP Explorer Fund Portfolio Portfolio Portfolio Portfolio Fund Fund -------------------------------------------------------------------------------------------- Additions Investment income: Interest and dividends $ 227,657 $ 525,594 $ 672,523 $ 133,858 $ 866,857 $ 2,410,546 $ 140,129 Net realized gain on sale of investments 24,086 33,677 871,052 30,795 - 323,902 61,626 Net unrealized apprec. (deprec.) of investments 4,943 340,680 6,491,042 (90,629) - 1,493,868 426,211 ------------------------------------------------------------------------------------------- 256,686 899,951 8,034,617 74,024 866,857 4,228,316 627,966 ------------------------------------------------------------------------------------------- Contributions: Employer's 109,681 150,235 633,257 143,119 292,157 362,133 179,268 Employees' 475,097 656,966 2,825,092 677,611 1,133,411 1,564,924 903,514 ------------------------------------------------------------------------------------------- 584,778 807,201 3,458,349 820,730 1,425,568 1,927,057 1,082,782 ------------------------------------------------------------------------------------------- Total additions 841,464 1,707,152 11,492,966 894,754 2,292,425 6,155,373 1,710,748 ------------------------------------------------------------------------------------------- Deductions Payment of benefits 128,013 969,249 3,562,294 246,366 1,518,122 1,852,722 206,235 Other deductions 2,401 2,858 13,599 2,518 9,675 7,765 3,447 ------------------------------------------------------------------------------------------- Total deductions 130,414 972,107 3,575,893 248,884 1,527,797 1,860,487 209,682 ------------------------------------------------------------------------------------------- Net increase (decrease) prior to interfund transfers 711,050 735,045 7,917,073 645,870 764,628 4,294,886 1,501,066 Interfund transfers 55,614 138,325 4,277 289,664 (962,023) (309,691) 1,558,936 ------------------------------------------------------------------------------------------- Net increase (decrease) 766,664 873,370 7,921,350 935,534 (197,395) 3,985,195 3,060,002 Net assets available for benefits: Beginning of period 1,551,899 6,423,652 24,122,951 2,213,313 16,316,031 13,871,751 1,119,492 ------------------------------------------------------------------------------------------- End of period $2,318,563 $7,297,022 $32,044,301 $3,148,847 $16,118,636 $17,856,946 $4,179,494 =========================================================================================== PARTICIPANT DIRECTED FUNDS --------------------------------------------------------------------- Vanguard/ ICF Kaiser Wellington Stock Participant Fund Fund loans Other Total --------------------------------------------------------------------- Additions Investment income: Interest and dividends $ 2,662,460 $ - $ 178,830 $ - $ 7,818,454 Net realized gain on sale of investments 344,627 83,394 - - 1,773,159 Net unrealized apprec. (deprec.) of investments 2,914,592 73,793 - - 11,654,500 ------------------------------------------------------------------ 5,921,679 157,187 178,830 - 21,246,113 ------------------------------------------------------------------ Contributions: Employer's 535,801 41,490 - - 2,447,141 Employees' 2,415,616 160,673 - - 10,812,904 ------------------------------------------------------------------ 2,951,417 202,163 - - 13,260,045 ------------------------------------------------------------------ Total additions 8,873,096 359,350 178,830 - 34,506,158 ------------------------------------------------------------------ Deductions Payment of benefits 2,116,663 91,380 171,171 - 10,862,215 Other deductions 13,275 988 - - 56,526 ------------------------------------------------------------------ Total deductions 2,129,938 92,368 171,171 - 10,918,741 ------------------------------------------------------------------ Net increase (decrease) prior to interfund transfers 6,743,158 266,982 7,659 - 23,587,417 Interfund transfers (672,478) (140,633) (10,465) 48,474 - ------------------------------------------------------------------ Net increase (decrease) 6,070,680 126,349 (2,806) 48,474 23,587,417 Net assets available for benefits: Beginning of period 25,385,629 726,811 2,650,472 428,630 94,810,631 ------------------------------------------------------------------ End of period $31,456,309 $ 853,160 $2,647,666 $477,104 $118,398,048 ==================================================================
The accompanying notes are an integral part of these financial statements. 4 ICF KAISER INTERNATIONAL, INC. SECTION 401 (k) PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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 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, subject to a statutory limit. The Company contributes a match of 50% of the first 4% of employee contributions. 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, 1997, eligible investments included the following funds: Vanguard Explorer Fund - A common stock fund that seeks long-term growth of - ---------------------- capital by investing in small and emerging growth companies. Vanguard Fixed Income Securities Fund-Long-Term Corporate Portfolio - A - ------------------------------------------------------------------- diversified portfolio of long-term, investment-grade bonds that seeks to provide a high level of current income, consistent with maintenance of principal and liquidity. Vanguard Index Trust-500 Portfolio - A common stock fund that 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. Vanguard International Growth Portfolio - An international fund diversified in - --------------------------------------- the common stocks of companies in as many as 30 foreign markets. Vanguard Money Market Fund Reserves-Prime Portfolio - A high-quality money - --------------------------------------------------- market fund of instruments that mature in one year or less that seeks maximization of current income, preservation of capital, and liquidity. Vanguard/Morgan Growth Fund - A common stock fund that seeks long-term growth of - --------------------------- capital by investing in a portfolio of common stocks. Vanguard/PRIMECAP Fund - A common stock fund that seeks long-term growth of - ---------------------- capital by investing principally in a portfolio of common stocks. Vanguard/Wellington Fund - A common stock and bond fund seeking a diversified - ------------------------ and balanced program of investing in bonds and common stocks to conserve principal and provide reasonable income without undue risk. 5 ICF KAISER INTERNATIONAL, INC. SECTION 401 (k) PLAN NOTES TO FINANCIAL STATEMENTS (Continued) ICF Kaiser Stock Fund - This fund is invested primarily in common stock of ICF - --------------------- Kaiser International, Inc. (ICF Kaiser Stock). This fund has been divided into fund units rather than shares of stock. The fund units are valued at their year-end unit closing price (comprised of year-end market price plus uninvested cash position). As of December 31, 1997 and 1996, each fund unit was valued at $7.77 and $6.76, respectively. A participant can determine the approximate number of shares of the underlying ICF Kaiser Stock represented by the participant's fund units on the conversion date by dividing the total market value of the participant's account balance by the current share price of the stock. As of December 31, 1997 and 1996, Plan participants owned 369,333 and 386,602 shares, respectively, of ICF Kaiser Stock with per share fair values of $2.31 and $1.88, respectively, based upon quoted market prices. 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 Investment 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. Loans to participants are valued at cost, which approximates fair value. 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. The appreciation (depreciation) consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Employee contributions and the Company's matching contributions are fully vested upon initial participation and nonforfeitable. Income, expenses, and gains or losses (realized and unrealized) of Plan investments are allocated among participants based upon their respective account balances. The amount of assets transferred from other plans represents rollovers for new employees from other employer qualified plans and are reflected as employee contributions. Participants who have retired upon reaching 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. 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. 6 ICF KAISER INTERNATIONAL, INC. SECTION 401 (k) PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Participants may borrow up to half of their account balance within guidelines established by the Plan Committee. 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. 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. Certain items in the 1996 plan financial statements have been reclassified to conform to the 1997 presentation. NOTE C -- USE OF ESTIMATES The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make significant estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. NOTE D -- RISKS AND UNCERTAINTIES The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits. The Plan has no formal policy requiring collateral to support the financial instruments held by Vanguard. Each of the Vanguard funds is registered under the Investment Act of 1940 as a diversified open-ended investment company. Certain funds invest in corporate debt instruments. The issuer's abilities to meet these obligations may be affected by economic developments in their respective industries. NOTE E -- FEDERAL INCOME TAXES In January 1995, the Internal Revenue Service ruled that the Plan qualified under Section 401(a) of the Internal Revenue Code. The Plan has been amended since receiving this determination letter. An application for a new determination letter has been completed and filed with the Internal Revenue Service and as of December 31, 1997 such new determination letter has not been received. 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. 7 ICF KAISER INTERNATIONAL, INC. SECTION 401 (k) PLAN NOTES TO FINANCIAL STATEMENTS (Continued) NOTE F -- RECONCILIATION OF FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the form used to report Plan activity to the U.S. Department of Labor (Form 5500).
December 31, --------------------------------------------- 1997 1996 Net assets available for benefits per the financial statements $118,398,048 $94,810,631 Amounts allocated to withdrawing participants (941,812) (149,580) ----------------- --------------- Net assets available for benefits per the Form 5500 $117,456,236 $94,661,051 ================= ===============
The following is a reconciliation of withdrawals per the financial statements to benefits paid to participants per Form 5500.
Year Ended December 31, --------------------------------------------- 1997 1996 Benefits paid to participants per the financial statements $10,862,215 $10,902,754 Add: Amounts allocated to withdrawing participants at December 31, 1997 941,812 149,580 Less: Amounts allocated to withdrawing participants at December 31, 1996 (149,580) (61,278) ---------------- -------------- Benefits paid to participants per Form 5500 $11,654,447 $10,991,056 ================ ==============
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefits claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. 8 ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN SUPPLEMENTAL SCHEDULES LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES As of December 31, 1997
Identity of Issuer, Borrower, Lessor, or Number of Shares or Historical Similar Party Units Cost Current Value - --------------------------------------------------------------------------------------------------------------------------------- Pooled Funds: Vanguard Explorer Fund 41,927 shares $ 2,279,369 $ 2,318,563 Vanguard Fixed Income Fund - Long-Term Corporate Portfolio 788,015 shares 6,905,841 7,297,022 Vanguard Index Trust - 500 Portfolio 355,771 shares 19,394,618 32,044,301 Vanguard International Growth Portfolio 192,120 shares 3,140,343 3,148,847 Vanguard Money Market Reserves - Prime Portfolio 16,118,636 shares 16,118,636 16,118,636 Vanguard/Morgan Growth Fund 1,018,070 shares 14,666,591 17,856,946 Vanguard/PRIMECAP Fund 105,623 shares 3,690,329 4,179,494 Vanguard/Wellington Fund 1,068,126 shares 24,201,415 31,456,309 ICF Kaiser Stock Fund 109,802 units 1,016,679 853,160 Loans to participants: Bearing interest ranging from 6% to 10% and maturing at various dates through December 2003 2,647,666 2,647,666 ----------- ------------ Total Assets Held for Investment Purposes $94,061,487 $117,920,944 =========== ============
9 ICF KAISER INTERNATIONAL, INC. SECTION 401(k) PLAN SUPPLEMENTAL SCHEDULES LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1997 Plan assets at January 1, 1997 -- $ 94,810,631 5% -- $ 4,740,532 I. Single transactions in excess of 5%: None. II. Series of transactions with respect to any person other than securities in excess of 5%: None. III. Series of transactions with respect to securities of the same issuer in excess of 5%:
- ---------------------------------------------------------------------------------------------------------------------------------- Purchase Number of Proceeds from Number of Net Identity of Issuer Price Purchases Sales Sales Gain/(Loss) - ---------------------------------------------------------------------------------------------------------------------------------- Vanguard Index Trust-500 Portfolio $7,449,324 183 $6,890,069 175 $2,233,430 Vanguard Money Market Reserve-Prime Portfolio 5,649,475 211 5,846,870 186 - Vanguard/Morgan Growth 5,433,443 155 3,266,018 160 633,681 Vanguard/Wellington Fund 6,955,256 159 4,143,794 175 858,213 - ----------------------------------------------------------------------------------------------------------------------------------
IV. Transactions with respect to securities with a person if any prior or subsequent transaction with such person exceeded 5%: None. 10
Exhibit Description of Exhibit - ------- ---------------------- No. 23 Consent of Coopers & Lybrand L.L.P. (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) 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 filed with the Commission on March 29, 1996) and Amendment No. 3 dated December 13, 1996 (incorporated by reference to Exhibit 10(q)(3) to Registration Statement on Form S-1 (Registrant No. 333-19519) filed with the Commission on January 10, 1997)
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 23, 1998 11 EX-23 2 EXHIBIT 23 Exhibit No. 23 CONSENT OF INDEPENDENT ACCOUNTANTS ICF Kaiser International, Inc. 401(k) Plan Committee Fairfax, Virginia We consent to the incorporation by reference in the registration statement of ICF Kaiser International, Inc. on Form S-8 (No. 33-51460) of our report dated June 19, 1998, on our audits of the statements of net assets available for benefits of the ICF Kaiser International, Inc. Section 401(k) Plan as of December 31, 1997 and 1996 and the related statement of changes in net assets available for benefits for the year ended December 31, 1997, which report is included in this annual report on Form 11-K. Coopers & Lybrand L.L.P. McLean, Virginia June 25, 1998 -----END PRIVACY-ENHANCED MESSAGE-----