-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qvkFPpNjjPb7TfCFD2ECn3GNMqN0VZUFgfFnSCdn1uaVbZaIfqgWTb0tqmmz1Awm VhURDAXuMNde57LOog1nEg== 0000950109-94-001630.txt : 19940901 0000950109-94-001630.hdr.sgml : 19940901 ACCESSION NUMBER: 0000950109-94-001630 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICF KAISER INTERNATIONAL INC CENTRAL INDEX KEY: 0000856200 STANDARD INDUSTRIAL CLASSIFICATION: 4955 IRS NUMBER: 541437073 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-51677 FILM NUMBER: 94547434 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 POS AM 1 POST-EFFECTIVE FORM S-3 As filed with the Securities and Exchange Commission on August 31, 1994 Registration No. 33-51677 Post-effective Amendment No. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ Post-effective Amendment No. 1 on Form S-3 to REGISTRATION STATEMENT on Form S-1 UNDER THE SECURITIES ACT OF 1933 ------------------------------ ICF KAISER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 54-1437073 (State of Incorporation) (I.R.S. Employer Identification No.) 9300 Lee Highway Fairfax, Virginia 22031-1207 (703) 934-3600 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------------ Paul Weeks, II, Esq. Senior Vice President, General Counsel and Secretary ICF Kaiser International, Inc. 9300 Lee Highway, Fairfax, Virginia 22031-1207 (703) 934-3600 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------ Copy to: James J. Maiwurm, Esq. Crowell & Moring 1001 Pennsylvania Avenue, N.W. Washington, D.C. 20004 (202) 624-2500 Approximate date of commencement of proposed sale to the public. From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X] ================================================================================ PROSPECTUS 600,000 Shares of Common Stock ICF Kaiser International, Inc. ------------- The 600,000 shares of common stock, par value $0.01 per share (the "Common Stock"), of ICF Kaiser International, Inc. ("ICF Kaiser" or the "Company") being offered hereby are issuable upon exercise of 600,000 warrants (the "Warrants"), which were sold on January 11, 1994, as part of an offering registered with the Securities and Exchange Commission on Registration Statement No. 33-70986. Each Warrant entitles the holder thereof to acquire one share of Common Stock at a price equal to $5.00 per share, subject to adjustment under certain circumstances. Prior to their expiration on December 31, 1998, the Warrants are exercisable at any time on or after their January 11, 1994, date of issuance. Upon exercise, the holders of Warrants are entitled to purchase, in the aggregate, 600,000 shares of Common Stock. On August 29, 1994, the last reported sales price on the New York Stock Exchange Composite Tape for the Common Stock was $2.50. ------------- SEE "RISK FACTORS" FOR CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE COMMON STOCK. ------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------
Price to Proceeds to Public Company (1) Per Share (on exercise of Warrants).. $5.00 $5.00 Total................................ $3,000,000 $3,000,000
(1) Before deducting expenses, payable by the Company, estimated at $100,000 ------------- The date of this Prospectus is August 31, 1994 ================================================================================ ================================================================================ AVAILABLE INFORMATION ================================================================================ The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy and information statements, and other information filed by the Company can be inspected and copied (at prescribed rates) at the Commission's Public Reference Room, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: New York Regional Office, Seven World Trade Center, New York, New York 10048; and Chicago Regional Office, 500 West Madison Street, Chicago, Illinois 60661. The statements contained in this Prospectus about the contents of any contract or other document filed as an exhibit to the Registration Statement are not complete, each such statement being qualified in all respects by such reference. Copies of each such document may be obtained from the Commission at its principal office in Washington, D.C. upon payment of the charges prescribed by the Commission. The Company has filed with the Commission a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the Common Stock offered hereby (the "Registration Statement"). As permitted by the rules and regulations of the Commission, this Prospectus does not contain all the information set forth in the Registration Statement and in the exhibits thereto and is qualified by reference to such exhibits for a complete statement of their respective terms and conditions. The Company's Common Stock is listed on the New York Stock Exchange, Inc. and trades under the symbol "ICF." Reports, proxy and information statements, and other information concerning the Company can be inspected at the New York Stock Exchange, Inc., 20 Broad Street, New York, NY 10005. ---------------------- No dealer, salesman, or other person has been authorized to give any information or to make any representation not contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Company since the date hereof or that the other information contained herein is correct at any time subsequent to the date hereof. ================================================================================ Page 2 ================================================================================ INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ================================================================================ The following documents have been filed by the Company with the Commission pursuant to the Exchange Act (File No. 1-12248) and are incorporated herein by reference and made a part hereof: (1) the Company's Annual Report on Form 10-K for the year ended February 28, 1994 (including Amendment No. 1 thereto filed with the Commission on June 10, 1994); (2) the Company's Quarterly Report on Form 10-Q for the quarterly period ended May 31, 1994; (3) the description of capital stock found on pages 44 - 51 of the Prospectus filed with the Commission on January 14, 1994 pursuant to Rule 424(b) as part of the Company's Registration Statement on Form S-1 (Registration No. 33-51677). All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of filing of this Prospectus and prior to the termination of the offering of the Common Stock covered by this Prospectus are deemed to be incorporated by reference and shall be a part hereof from their respective dates of filing. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide, without charge, to each person to whom a copy of this Prospectus is delivered, upon written or oral request, a copy of any and all of the information that has been incorporated by reference in this Prospectus, but not including exhibits to such information unless such exhibits are specifically incorporated by reference into the information that this Prospectus incorporated. Requests for copies of such information should be directed to Paul Weeks, II, Senior Vice President, General Counsel and Secretary, ICF Kaiser International, Inc., 9300 Lee Highway, Fairfax, Virginia 22031, telephone number (703) 934-3010. ================================================================================ Page 3 ================================================================================ THE COMPANY ================================================================================ ICF Kaiser International, Inc., through ICF Kaiser Engineers, Inc. and its other operating subsidiaries, is one of the nation's largest engineering, construction, and consulting services companies, providing fully integrated engineering, construction and consulting services to public- and private- sector clients in the related markets of environment, infrastructure, and industry. The entire group of ICF Kaiser International, Inc. companies is referred to in this Prospectus as "ICF Kaiser" or the "Company." ICF Kaiser's environmental services include work for clients in all major industries, including many large domestic and multinational corporations, and public-sector work, primarily for the U.S. Departments of Energy (DOE) and Defense (DOD) and the U.S. Environmental Protection Agency (EPA). The Company offers its clients over 20 years of experience in all aspects of environmental regulation, compliance, and access to leading technologies, as well as skills in the assessment, management, and remediation of existing hazardous and solid wastes, and process redesign to minimize future waste. The Company provides planning, feasibility studies, design, and construction management services to the infrastructure market. The Company's engineers and construction specialists provide a full range of services such as master planning, alternative analysis, site development studies, conceptual and preliminary engineering, detail design, specifications development, quality assurance and quality control, construction management, construction, and inspection. ICF Kaiser's engineering design, project management, and construction services to the industrial market involve work with the steel, aluminum, alumina, copper, tin, and other metals industries. In the coke, coal, and coal chemicals area, ICF Kaiser's services include inspection of coke plants for environmental compliance, facility design and construction, and equipment sales and services. The Company provides services related to coal cleaning, handling, and environmental controls; ICF Kaiser provides blast furnace design, repair, and construction to the steel industry. The Company's headquarters is located at 9300 Lee Highway, Fairfax, Virginia 22031-1207, and its telephone number is (703) 934-3600. Other offices include Phoenix, Arizona; Livermore, Los Angeles, Oakland, Sacramento, San Diego, San Rafael, and Universal City, California; Denver and Lakewood, Colorado; Washington, DC; Jacksonville, Miami, Orlando, and Tampa, Florida; Chicago, Illinois; Gary, Indiana; Baton Rouge and Ruston, Louisiana; Abingdon and Baltimore, Maryland; Boston, Massachusetts; Las Vegas, Nevada; Edison, New Jersey; New York, New York; Albuquerque and Los Alamos, New Mexico; Raleigh, North Carolina; Cincinnati, Ohio; Pittsburgh, Pennsylvania; Houston, Texas; Bellevue, Richland, and Seattle, Washington; Perth, Australia; Toronto, Canada; London, England; Paris, France; Mexico City, Mexico; Lisbon, Portugal; Moscow, Russia; and Taipei, Taiwan. As of August 1, 1994, ICF Kaiser employed approximately 5,400 persons located in more than 80 offices worldwide. ================================================================================ Page 4 ================================================================================ SELECTED CONSOLIDATED FINANCIAL DATA ================================================================================ The selected consolidated financial data set forth below, excluding the data for the three months ended May 31, 1994 and 1993, have been derived from financial statements audited by Coopers & Lybrand L.L.P., independent accountants, and should be read in conjunction with the Company's consolidated financial statements and notes thereto and "Managements's Discussion and Analysis of Financial Condition and Results of Operations" incorporated by reference into this Prospectus. Certain items in fiscal years 1993 and 1992 and the three months ended May 31, 1993, have been reclassified to conform to the fiscal year 1994 presentation. Operating results for the three-month period ended May 31, 1994, are not necessarily indicative of the results that may be expected for the year ending February 28, 1995.
==================================================================================================================================== SELECTED CONSOLIDATED FINANCIAL DATA (in thousands, except per share data) Three months ended -------------------------- May 31, Year ended February 28, -------------------------- ----------------------- 1994 1993 1994/(1)/ 1993 1992/(1)(3)/ 1991 1990 ------------ ------------ ------------ ---------- --------------- ---------- ---------- Statement of Operations Data: Gross revenue........................ $210,491 $128,012 $651,657 $678,882 $710,873 $624,976 $503,904 Service revenue /(2)/................ 113,150 88,664 382,708 391,528 385,942 363,318 278,255 Operating income (loss).............. 4,219 67 (5,230) 22,744 (43,963) 33,287 22,563 Income (loss) before income taxes.... 575 (1,174) (12,877) 14,894 (54,310) 24,018 14,906 Net income (loss) before extraordinary item.................. 218 (657) (12,528) 8,639 (40,516) 14,291 8,794 Net income (loss) /(3)/.............. 218 (657) (18,497) 8,639 (40,516) 14,291 8,794 Net income (loss) available for common shareholders............. (321) (1,993) (25,322) 3,346 (42,932) 13,434 8,794 Primary Net Income (Loss) Per Common Share: Before extraordinary item and redemption of redeemable preferred stock.................. $(0.02) $(0.09) $(0.83) $0.16 $(2.25) $0.71 $0.57 Extraordinary loss on early extinguishment of debt............ --- --- (0.29) --- --- --- --- Redemption of redeemable preferred stock............................. --- --- (0.09) --- --- --- --- ------ ------ ------ ----- ------ ----- ----- Total........................... $(0.02) $(0.09) $(1.21) $0.16 $(2.25) $0.71 $0.57 ====== ====== ====== ===== ====== ===== ===== Fully Diluted Net Income (Loss) Per Common Share: Before extraordinary item and redemption of redeemable preferred stock............................ $(0.02) $(0.09) $(0.83) $0.16 $(2.25) $0.68 $0.57 Extraordinary loss on early extinguishment of debt............ --- --- (0.29) --- --- --- --- Redemption of redeemable preferred stock............................. --- --- (0.09) --- --- --- --- ------ ------ ------ ----- ------ ----- ----- Total........................... $(0.02) $(0.09) $(1.21) $0.16 $(2.25) $0.68 $0.57 ====== ====== ====== ===== ====== ===== ===== Weighted average common and common equivalent shares outstanding, assuming full dilution............ 20,943 21,023 20,886 21,272 19,085 20,308 15,527 Balance Sheet Data (end of period): Total assets......................... $268,872 $285,767 $281,198 $293,076 $318,947 $357,457 $237,057 Working capital...................... 90,590 90,593 90,725 87,845 66,065 74,754 43,430 Long-term liabilities................ 130,275 83,291 130,752 75,602 85,675 109,820 53,019 Redeemable preferred stock........... 20,263 44,964 20,212 44,824 45,161 26,498 3,997 Shareholders' equity................. 30,707 53,822 30,780 58,521 51,151 88,839 58,503
___________________ (1) In fiscal year 1994, the Company adopted Statement of Financial Accounting Standards No. 106, Employers' Accounting for Postretirement Benefits Other ------------------------------------------------------- than Pensions. In fiscal year 1992, the Company adopted Statement of ------------- Financial Accounting Standards No. 109, Accounting for Income Taxes. Gross --------------------------- revenue and service revenue for the fiscal year ended February 29, 1992, exclude businesses discontinued by the Company in fiscal year 1992; the financial data for fiscal years 1990 through 1991 includes results for the entire Company. (2) 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 income of joint ventures and affiliated companies. (3) Fiscal year 1992 reflects an after-tax charge of $52.4 million associated with the disposal and restructuring of certain businesses. ================================================================================ Page 5 ================================================================================ USE OF PROCEEDS ================================================================================ The net proceeds to be received by the Company from the sale of the 600,000 shares of Common Stock offered hereby upon exercise of all of the Warrants will equal $2,900,000. The Company intends to use all of the net proceeds for general corporate purposes. ================================================================================ RISK FACTORS ================================================================================ Prospective purchasers of the Common Stock should carefully consider the following, as well as other information contained and incorporated in this Prospectus. SUBSTANTIAL LEVERAGE; ABILITY TO SERVICE AND INCUR DEBT; PREFERRED STOCK TERMS At May 31, 1994, the Company had total indebtedness of $122.7 million, representing 71% of total capitalization. This high degree of leverage may have important consequences to the holders of the Common Stock. In particular, at least in the near term: (i) a substantial portion of the Company's cash flow from operations will be required for the payment of interest expense; (ii) the level of the Company's indebtedness may make it difficult to obtain additional financing in the future for working capital, acquisitions, capital expenditures, repayment of debt, or other purposes; and (iii) the level of the Company's leverage may make it more difficult for the Company's subsidiaries to obtain performance and similar bonds related to certain activities. The Company is more leveraged than many of its competitors, which may leave the Company less able to take advantage of market opportunities or withstand weakness in its markets. The ability of the Company to meet its debt service and other obligations will depend largely on the future performance of the Company, which will be subject in part to prevailing economic and competitive conditions, government spending patterns, and to other factors beyond its control. The Company has a bank credit facility (the "Credit Facility") under which it may have funded debt and letters of credit that require the Company to comply with certain financial and non-financial covenants and which limit additional indebtedness and investments and acquisitions. The indenture (the "Indenture") for the Company's 12% Senior Subordinated Notes due 2003 (the "Notes") limits the Company's ability to incur additional indebtedness and make restricted payments, including dividends on capital stock and certain payments in connection with investments and acquisitions. These limitations in the Indenture are based in part on the Company's consolidated net income (as defined in the Indenture) during the period since August 31, 1993. The loss incurred by the Company during the quarter ended February 28, 1994 has the effect of making these covenants more restrictive. In addition to the restrictive covenants under the Indenture and the Credit Facility, the agreements governing the Company's Series 2D Senior Preferred Stock ("Series 2D Preferred Stock"), provide that certain restrictive covenants become operative while the Company is in arrears with respect to any dividend on such preferred stock for a period in excess of 100 days or has failed to make a mandatory redemption. Such covenants would prohibit the Company from, among other things: disposing of assets for consideration of more than $1 million in a single transaction; entering into mergers; making acquisitions; guaranteeing any obligation in excess of $1 million; or incurring indebtedness other than as permitted pursuant to the term of the Indenture governing the Notes without the consent of the holder of the Series 2D Preferred Stock. The Indenture permits the quarterly dividends due on the Series 2D Preferred Stock through November 30, 1995 to be made without regard to whether the covenants in the Indenture concerning restricted payments would otherwise permit the payment of such dividends. The Company is obligated to redeem all outstanding shares of the Series 2D Preferred Stock on January 13, 1997. ================================================================================ Page 6 As a consequence of all of the above, the Company can incur only limited additional indebtedness, and there are significant restrictions on the Company's ability to make acquisitions and invest in joint ventures. During the next several years it likely will be necessary for the Company to issue additional equity securities to fund any significant acquisitions and to invest in joint ventures beyond the level permitted by the Indenture. Additional financing for the Company generally will have to take the form of raising additional equity capital, refinancing existing debt, other permitted indebtedness, or obtaining significant proceeds from the sale of assets. PLEDGE OF ASSETS As collateral under the Company's Credit Facility, the Company and most of its subsidiaries have granted a security interest in substantially all of their current assets, including accounts receivable and certain other general intangibles. DEPENDENCE ON KEY CUSTOMERS AND FEDERAL GOVERNMENT CONTRACTS A substantial portion of ICF Kaiser's revenues are derived from services performed directly or indirectly under contracts with various agencies and departments of the Federal government. During fiscal year 1994, approximately 65% of the Company's consolidated gross revenue was derived from contracts with the U.S. Government. The U.S. Department of Energy ("DOE") accounted for approximately 48% of consolidated gross revenue, and the U.S. Department of Defense ("DOD"), the U.S. Environmental Protection Agency ("EPA") and other Federal agencies collectively accounted for approximately 17% of the Company's consolidated gross revenue, during fiscal year 1994. Contracts made with the U.S. Government generally are subject to annual approval of funding. Limitations imposed on spending by Federal government agencies, which might result from efforts to reduce the Federal deficit or for other reasons, may limit the continued funding of the Company's existing contracts with the Federal government and may limit the ability of the Company to obtain additional contracts. These limitations, if significant, could have a material adverse effect on the Company. The Company is subject to audit with respect to costs incurred and charged to the Federal government. In one such audit, the government has asserted that certain costs claimed as reimbursable under government contracts were not allocated in accordance with government cost accounting standards. 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 adequately provided for and will not have a material adverse effect on the Company's financial condition. All contracts made with the U.S. Government may be terminated by the U.S. Government at any time, with or without cause. There can be no assurance that existing or future contracts with the U.S. Government would not be terminated or that the government will continue to use the Company's services at levels comparable to current use. DEPENDENCE ON ENVIRONMENTAL REGULATION Much of the Company's business is generated either directly or indirectly as a result of federal and state laws, regulations and programs related to environmental issues. Accordingly, a reduction in the number or scope of these laws and regulations, or changes in government policies regarding the funding, implementation or enforcement of such laws, regulations and programs, could have a material adverse effect on the Company's business. In addition, any significant effort by the DOE to reduce the role of private contractors in environmental projects could have a material adverse effect on the Company. ================================================================================ Page 7 ENVIRONMENTAL CONTRACTOR RISKS Although the Company believes that it generally benefits from increased environmental regulations, and from enforcement of those regulations, increased regulation and enforcement also create significant risks for the Company. The assessment, analysis, remediation, handling, and management of hazardous substances necessarily involve significant risks, including the possibility of damages or personal injuries caused by the escape of hazardous materials into the environment, and the possibility of fines, penalties or other regulatory action. These risks include potentially large civil and criminal liabilities for violations of environmental laws and regulations, and liabilities to customers and to third parties for damages arising from performing services for clients. Potential Liabilities Arising Out of Environmental Laws and Regulations ----------------------------------------------------------------------- All facets of the Company's business are conducted in the context of a rapidly developing and changing statutory and regulatory framework. The Company's operations and services are affected by and subject to regulation by a number of federal agencies including the EPA and the Occupational Safety and Health Administration, as well as applicable state and local regulatory agencies. The Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") addresses cleanup of sites at which there has been a release or threatened release of hazardous substances into the environment. Increasingly, there are efforts to expand the reach of CERCLA to make environmental contractors responsible for cleanup costs by claiming that environmental contractors are owners or operators of hazardous waste facilities or that they arranged for treatment, transportation or disposal of hazardous substances. Several recent court decisions have accepted these claims. Should the Company be held responsible under CERCLA for damages caused while performing services or otherwise, it may be forced to bear such liability by itself, notwithstanding the potential availability of contribution or indemnity from other parties. The Resource Conservation and Recovery Act of 1976, as amended in 1984 ("RCRA"), is the principal federal statute governing hazardous waste generation, treatment, transportation, storage and disposal. RCRA, or EPA- approved state programs at least as stringent, govern waste handling activities involving wastes classified as "hazardous." Substantial fees and penalties may be imposed under RCRA and similar state statutes for any violation of such statutes and the regulations thereunder. Potential Liabilities Involving Clients and Third Parties --------------------------------------------------------- In performing services for its clients, the Company potentially could be liable for breach of contract, personal injury, property damage, and negligence, including claims for lack of timely performance or for failure to deliver the service promised (including improper or negligent performance or design, failure to meet specifications, and breaches of express or implied warranties). The damages available to a client, should it prevail in its claims, are potentially large and could include consequential damages. Environmental contractors, in connection with work performed for clients, also potentially face liabilities to third parties from various claims including claims for property damage or personal injury stemming from a release of hazardous substances or otherwise. Claims for damage to third parties could arise in a number of ways, including: through a sudden and accidental release or discharge of contaminants or pollutants during the performance of services; through the inability, despite reasonable care, of a remedial plan to contain or correct an ongoing seepage or release of pollutants; through the inadvertent exacerbation of an existing contamination problem; or through reliance on reports prepared by the Company. Personal injury claims could arise contemporaneously with performance of the work or long after completion of the project as a result of alleged exposure to toxic or hazardous substances. In addition, increasing numbers of claimants assert that companies performing environmental remediation should be adjudged strictly liable, i.e. liable for damages even though its services were performed using reasonable care, on the grounds that such services involved "abnormally dangerous activities." ================================================================================ Page 8 Clients frequently attempt to shift various of the liabilities arising out of remediation of their own environmental problems to contractors through contractual indemnities. Such provisions seek to require the Company to assume liabilities for damage or personal injury to third parties and property and for environmental fines and penalties. Moreover, during the past year, the EPA has constricted significantly the circumstances under which it will indemnify its contractors against liabilities incurred in connection with CERCLA projects. There are other proposals both in Congress and at the regulatory agencies to further restrict indemnification of contractors from third party claims. Consistent with industry experience and trends, the Company has found it difficult to obtain pollution insurance coverage, in amounts and on terms which are economically reasonable, against possible liabilities that may be incurred in connection with its conduct of its environmental business. An uninsured claim arising out of the Company's environmental activities, if successful and of sufficient magnitude, could have a material adverse effect on the Company. COMPETITION The market for the Company's services is highly competitive. The Company and its subsidiaries compete with many other firms ranging from small firms to large multinational firms having substantially greater financial, management, and marketing resources than the Company. Other competitive factors include quality of services, technical qualifications, reputation, geographic presence, price, and the availability of key professional personnel. FEDERAL GOVERNMENT CONFLICT OF INTEREST POLICIES AND POSSIBLE RESTRUCTURING OF CONSULTING SUBSIDIARIES Federal agencies that are the Company's regular customers (including the DOD, DOE, and EPA) have formal policies against awarding contracts that would present actual or potential conflicts of interest with other activities of the contractor. The Company follows practices designed to comply with these policies. However, in light of the broad range of environmental and related services provided by various of the Company's subsidiaries to Federal and state governmental units and private sector customers, the Company is considering restructuring its subsidiaries that are engaged primarily in providing consulting services to governmental units ("Government Consulting Subsidiaries"). The goal of such a restructuring would be to provide further assurance to the Federal agencies for which the Government Consulting Subsidiaries perform services that such subsidiaries are insulated from the interests of the Company's private sector clients. If implemented, the restructuring would likely involve arrangements pursuant to which the Government Consulting Subsidiaries, or a single Government Consulting Subsidiary, would have a Board of Directors independent of the Company. Other steps would also be taken to segregate the management, operations and compensation policies of the Government Consulting Subsidiaries from those of the rest of the Company. Such a restructuring would not affect the flow of earnings from the Government Consulting Subsidiaries to the Company. It would, however, eliminate the Company's ability to exercise control over the Government Consulting Subsidiaries during the term of the arrangements described above. FLUCTUATIONS IN QUARTERLY FINANCIAL RESULTS The Company's quarterly financial results may be affected by a number of factors, including the commencement and completion or termination of major projects. Accordingly, results for any one quarter are not necessarily indicative of results for any other quarter or for the year. ATTRACTION AND RETENTION OF PROFESSIONAL PERSONNEL The Company's ability to retain and expand its staff of qualified professionals will be an important factor in determining the Company's future success. The market for these professionals, especially environmental professionals, is competitive. There can be no assurance that the Company will continue to be successful in its efforts to attract and retain such professionals. ================================================================================ Page 9 CHANGE OF CONTROL PROVISIONS In the event of a Change of Control (as defined in the Indenture), the Company would be required, subject to certain conditions, to offer to purchase all outstanding Notes at a price equal to 101% of the principal amount thereof, plus accrued interest thereon. As of May 31, 1994, the Company would not have sufficient funds available to purchase all the Notes were they to be tendered in response to an offer made as a result of such a Change of Control. There can be no assurance that, at the time of a Change of Control, the Company will have sufficient cash to repay all amounts due under the Notes. If a Change of Control should occur, the rights of the holders of the Notes to receive payment for their Notes upon a Change of Control Offer would be subject to the prior payment rights of holders of any Senior Indebtedness (as defined in the Indenture). The terms of the Credit Facility prohibit the optional payment or prepayment or any redemption of the Notes. If, following a Change of Control, the Company has insufficient funds to purchase all the Notes tendered pursuant to such an offer, or is prohibited from purchasing the Notes pursuant to the terms of any Senior Indebtedness (as defined in the Indenture), an event of default in respect of the Notes would occur. The Change of Control provisions of the Indenture may have the effect of discouraging attempts by a person or group to take control of the Company. The Company's Amended and Restated Certificate of Incorporation, By-laws, Shareholder Rights Plan and certain other agreements contain provisions that could have the affect of delaying or preventing a change of control of the Company or affect the Company's ability to engage in certain extraordinary transactions. See "Description of Capital Stock" incorporated by reference herein. ABILITY TO REALIZE VALUE ON WARRANTS There can be no assurance that the Common Stock will trade at a price above the exercise price of the Warrants prior to the expiration of the Warrants. As of August 1, 1994, the Company has 2,956,040 shares of Common Stock that may be issued pursuant to outstanding warrants (other than the Warrants) and 2,282,928 shares of Common Stock may be issued pursuant to outstanding stock options. Future sales of such shares and sales of shares purchased by holders of options or warrants could have an adverse effect on the market price of the Common Stock. ================================================================================ LEGAL MATTERS ================================================================================ Matters relating to the legality of the 600,000 shares of Common Stock being offered by this Prospectus have been passed upon for the Company by Paul Weeks, II, Esquire, Senior Vice President, General Counsel, and Secretary of the Company. As of August 1, 1994, Mr. Weeks owned 34,626 shares of Common Stock, of which 6,088 are held by the Company's Employee Stock Ownership Plan ("ESOP") and allocated to his ESOP account and 863 are held in a directed investment account under the Company's Retirement Plan. As of August 1, 1994, Mr. Weeks had options to purchase 24,000 shares of Common Stock (20,334 of which are exercisable during the 60-day period which began August 1, 1994). ================================================================================ EXPERTS ================================================================================ The Consolidated Financial Statements of ICF Kaiser International, Inc. and subsidiaries, which have been incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1994, have been incorporated by reference herein in reliance on the reports of Coopers & Lybrand L.L.P., independent accountants, given upon their authority as experts in auditing and accounting. ================================================================================ Page 10 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits and Financial Statement Schedules ------------------------------------------ The following exhibits are included as a part of this Registration Statement: Exhibit No. Description ----------- ----------- 23(b) Consent of Coopers & Lybrand L.L.P. Item 17. Undertakings ------------ The undersigned registrant hereby undertakes: (a)(l) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or event arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (l)(i) and -------- ------- (l)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) that for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. ================================================================================ II - 1 (h) That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ================================================================================ II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-effective Amendment No. 1 on Form S-3 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, the Commonwealth of Virginia, on this 30th day of August, 1994. ICF Kaiser International, Inc. (Registrant) Date: August 30, 1994 By /s/ James O. Edwards ----------------------------- James O. Edwards Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-effective Amendment No. 1 on Form S-3 to Registration Statement on Form S-1 has been signed below by the following persons in the capacities and on the dates indicated. (1) Principal executive officer Date: August 30, 1994 By /s/ James O. Edwards ----------------------------- James O. Edwards, Chairman and Chief Executive Officer (2) Principal financial and accounting officer Date: August 30, 1994 By /s/ Ronald R. Spoehel ------------------------------ Ronald R. Spoehel, Senior Vice President and Chief Financial Officer (Acting) ================================================================================ II-3 (3) Board of Directors Date: August 30, 1994 By /s/ Gian Andrea Botta* ---------------------------- Gian Andrea Botta, Director Date: August 30, 1994 By ---------------------------- Thomas Bradley, Director Date: August 30, 1994 By /s/ Tony Coelho* ---------------------------- Tony Coelho, Director Date: August 30, 1994 By /s/ James O. Edwards ---------------------------- James O. Edwards, Director Date: August 30, 1994 By ---------------------------- Frederic V. Malek, Director Date: August 30, 1994 By /s/ Rebecca P. Mark* ---------------------------- Rebecca P. Mark, Director Date: August 30, 1994 By ---------------------------- Robert W. Page, Sr. Director Date: August 30, 1994 By /s/ Marc Tipermas ---------------------------- Marc Tipermas, Director * By /s/ Paul Weeks, II --------------------------------- Paul Weeks, II, Attorney-in-fact ================================================================================ II - 4 EX-23.B 2 EXHIBIT 23(B) Exhibit 23(b) Consent of Independent Accountants ---------------------------------- We consent to the incorporation by reference of our report, dated April 22, 1994, on the consolidated balance sheets of ICF Kaiser International, Inc. and Subsidiaries (the Company) as of February 28, 1994 and 1993, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended February 28, 1994, which report is included in the Company's annual report on Form 10-K for the period ended February 28, 1994, into the registration statement on Form S-3 (Post-effective Amendment No. 1 to Registration No. 33-51677). We also consent to the reference to our Firm under the caption "Experts." COOPERS & LYBRAND L.L.P. Washington, D.C. August 30, 1994 -----END PRIVACY-ENHANCED MESSAGE-----