-----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, SEoOhVJdvAi6cGGsQyYDGXnT8WHaGIRxjuXji1rwm/8CvasUAySXeQlA/tPC8Oen wa8K2I0OhLujoTifPmuK7g== 0000928385-99-003721.txt : 19991230 0000928385-99-003721.hdr.sgml : 19991230 ACCESSION NUMBER: 0000928385-99-003721 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991223 ITEM INFORMATION: FILED AS OF DATE: 19991229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAISER GROUP INTERNATIONAL INC CENTRAL INDEX KEY: 0000856200 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 541437073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12248 FILM NUMBER: 99782426 BUSINESS ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 7039343600 MAIL ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 FORMER COMPANY: FORMER CONFORMED NAME: ICF KAISER INTERNATIONAL INC DATE OF NAME CHANGE: 19930811 FORMER COMPANY: FORMER CONFORMED NAME: ICF INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CAPITAL & RESEARCH CORP /DE/ DATE OF NAME CHANGE: 19910314 8-K 1 FORM 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 1999 KAISER GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware File No. 1-12248 54-1437073 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 9300 Lee Highway Fairfax, Virginia 22031-1207 (Address of principal executive offices, including zip code) 703-934-3600 (Registrant's telephone number, including area code) ICF KAISER INTERNATIONAL, INC. (Former name if changed since last report) Item 5. Other events ------------ On December 23, 1999, ICF Kaiser International, Inc. (NYSE: ICF) announced that, at the close of business on December 27, it would change the name of its principal operating entity to Kaiser Engineers, Inc. This change reflects the sale earlier this year of the ICF Consulting Group. At the same time the name of the parent company changed to Kaiser Group International, Inc. The Company's ticker symbol on the New York Stock Exchange became "KSR" at the start of trading on the morning of December 28. The name change had no effect on existing projects or on the services the Company provides, and it will not require shareholders to exchange their existing stock certificates for new certificates bearing the new name. Most of the amendments to the Company's certificate of incorporation approved at the Company's November 4, 1999 Annual Meeting of Shareholders also went into effect at the close of business on December 27 (see Exhibit A hereto). These include several amendments designed to enhance the ability of shareholders to exercise their voting rights. The reverse split of outstanding common shares that was approved at the Company's Annual Meeting will not take effect until the completion of the Company's proposed debt restructuring. One of the conditions to completing the Company's proposed debt restructuring is obtaining a new senior credit facility acceptable to both the Company and the negotiating sub-committee of an unofficial noteholder committee that represents a majority of the Company's $125 million senior subordinated notes. Proposals received to date from potential lenders would not provide desired liquidity and other terms compatible with the Company's short-term operating prospects, which are currently below previously targeted levels. The Company will continue discussions with potential lenders and representatives of its noteholders concerning the means by which an acceptable credit facility might be obtained and a modified restructuring of its debt completed. The proposed debt restructuring contemplates an exchange of the outstanding senior subordinated notes for other securities. Notes previously tendered in response to the asset sale offer/exchange offer elements of the proposed debt restructuring will remain on deposit while discussions continue with potential lenders and noteholder representatives. The Company will use the 30-day grace period allowed under the relevant indentures regarding the interest payment due December 31, 1999 on the Company's senior and senior subordinated notes while it continues discussions with financing sources and representatives of its noteholders. Exhibits: - --------- Exhibit A - Amendment of Certificate of Incorporation SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. KAISER GROUP INTERNATIONAL, INC. (Registrant) /s/ Timothy P. O'Connor --------------------------- Timothy P. O'Connor Senior Vice President and Chief Financial Officer Date: December 29, 1999 2 EX-99.A 2 EXHIBIT-99.A Exhibit A AMENDMENT OF CERTIFICATE OF INCORPORATION OF ICF KAISER INTERNATIONAL, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware ------------------------------------------------ ICF Kaiser International, Inc. (the "Corporation"), a corporation organized under the General Corporation Law of the State of Delaware (the "General Corporation Law") hereby certifies as follows: FIRST: That the Board of Directors of the Corporation duly adopted a resolution setting forth the following proposed amendments to the Restated Certificate of Incorporation of the Corporation (the "Certificate of Incorporation") and declaring such amendments to be advisable: 1. The first sentence of Section 4.01 of the Certificate of Incorporation is amended by deleting the phrase "ninety-two million (92,000,000)" and inserting in place thereof "ninety-three million one hundred thousand (93,100,000)." 2. Section 4.01(B) of the Certificate of Incorporation is amended by deleting the phrase "Two million (2,000,000)" and inserting in place thereof "Three million one hundred thousand (3,100,000)." 3. Section 4.02(D) of the Certificate of Incorporation is hereby deleted in its entirety. 4. Section 6.01 of the Certificate of Incorporation is deleted in its entirety and amended to read as follows: Section 6.01. Board of Directors. The business and affairs of the ------------ ------------------ Corporation shall be managed under the direction of the Board of Directors. 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 or by the stockholders, but shall not be less than six nor more than sixteen. Directors shall be elected for a term of office that expires at the next succeeding annual meeting of stockholders and shall hold office until their successors have been elected and qualified. 5. The second sentence of Section 14.01 of the Certificate of Incorporation, relating to the board's authority to amend the bylaws, is amended to read as follows: "In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is authorized to adopt, amend, and repeal the By-laws of the Corporation, provided that without the -------- approval of the stockholders no such amendment shall authorize or permit the adoption of a stockholder rights plan." 6. The third sentence of Section 14.01 of the Certificate of Incorporation is amended by deleting the word "two-thirds" and inserting in place thereof the words "a majority." 3 7. Sections 15.01, 16.01, and 17.01 of the Certificate of Incorporation are hereby deleted in their entirety, Section 18.01 is hereby renumbered to be Section 16.01, and a new Section 15.01 of the Certificate of Incorporation is inserted to read as follows: Section 15.01. Special Meetings of the Stockholders. Special meetings of ------------- ------------------------------------ the stockholders may be called by the Board of Directors, by the Chairman of the Board or the Chief Executive Officer, or by a writing signed by stockholders owning at least twenty percent (20%) in voting amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote at such meeting. 8. Exhibits 16.01A, 16.01B, 16.01C, 17.01A, 17.01B and 17.01C to the Certificate of Incorporation are hereby deleted in their entirety. SECOND: That the foregoing amendments of the Certificate of Incorporation were duly adopted in accordance with Section 242 of the General Corporation Law. IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Corporation, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to Section 242 of the General Corporation Law, does make and file this Certificate, hereby declaring and certifying, under penalties of perjury, that this instrument is the act and deed of the Corporation, and that the facts stated herein are true, and accordingly has hereunto set his hand this 27th day of December, 1999. ICF KAISER INTERNATIONAL, INC. By: /s/ James J. Maiwurm ------------------------------------------ Name: James J. Maiwurm Title: Chairman, President and Chief Executive Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----