SC 13D/A 1 y23240sc13dza.txt AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Kaiser Group Holdings, Inc. (Name of Issuer) Common Stock, $0.01 Par Value Per Share (Title of Class of Securities) 483059101 (CUSIP Number) James D. Bennett c/o Bennett Management Corporation 2 Stamford Plaza Suite 1501 281 Tresser Boulevard Stamford, Connecticut 06901 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) N/A (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] (Continued on following pages) Item 1. Securities and the Issuer. The name of the issuer is Kaiser Group Holdings, Inc. (the "Issuer"). The address of the Issuer's offices is 9300 Lee Highway, Fairfax, Virginia 22031-1207. This Amendment No. 5 to the Statement on Schedule 13D (the "Schedule 13D") relating to the Issuer's Common Stock, $0.01 par value per share, is being filed jointly by James D. Bennett, a United States citizen, Bennett Restructuring Fund, L.P., a Delaware limited partnership and Bennett Offshore Restructuring Fund, Inc., a Cayman Islands exempted company (collectively, the "Reporting Persons"), and supplements and amends the Statement on Schedule 13D originally filed with the Commission on May 10, 2001, as amended September 6, 2005, May 12, 2006, May 25, 2006 and June 9, 2006. Item 4. Purpose of Transaction. On July 10, 2006, Bennett Management Corporation sent a letter to the Issuer's board of directors, a copy of which is attached as Exhibit 5 of this Schedule 13D. Item 7. Material To Be Filed as Exhibits. Item 7 is hereby supplemented by adding the following exhibit: Exhibit No. Description ----------- ----------- 5 Letter, dated July 10, 2006, addressed to the Board of Directors of Kaiser Group Holdings, Inc., from Bennett Management Corporation. 2 SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated July 17, 2006 JAMES D. BENNETT* By: /s/ James D. Bennett -------------------------------- Name: James D. Bennett BENNETT RESTRUCTURING FUND, L.P.* By: Restructuring Capital Associates, L.P. General Partner By: Bennett Capital Corporation General Partner By: /s/ James D. Bennett -------------------------------- Name: James D. Bennett Title: President BENNETT OFFSHORE RESTRUCTURING FUND, INC.* By: /s/ James D. Bennett -------------------------------- Name: James D. Bennett Title: Director ------------ * The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein. 3 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 5 Letter, dated July 10, 2006, addressed to the Board of Directors of Kaiser Group Holdings, Inc., from Bennett Management Corporation. 4