-----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, btutb8OPpFNgq/Pq8s8b23NdBrkwMbe7C0UFK5ovH/yDV/NLCitM2PDjfbT1rNn4 cTFawzu04vfc5RuXqaFNJg== 0000950142-94-000007.txt : 19940118 0000950142-94-000007.hdr.sgml : 19940118 ACCESSION NUMBER: 0000950142-94-000007 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940114 GROUP MEMBERS: CESARE ROMITI GROUP MEMBERS: FIMA FINANCE MANAGEMENT INC. GROUP MEMBERS: GIANLUIGI GABETTI GROUP MEMBERS: GIOVANNI ANGELLI GROUP MEMBERS: GIOVANNI ANGELLI & C. S.A.A. GROUP MEMBERS: GIOVANNI NASI GROUP MEMBERS: IFINT SOCIETE ANONYME GROUP MEMBERS: IFINT USA INC GROUP MEMBERS: ISTITUTO FINANZIARIO INDUSTRIALE S.P.A. GROUP MEMBERS: PREASEPE IV B.V. GROUP MEMBERS: UMBERTO AGNELLI SUBJECT COMPANY: 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: SC 13D SEC ACT: 34 SEC FILE NUMBER: 005-41027 FILM NUMBER: 94501567 BUSINESS ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 7039343600 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IFINT USA INC CENTRAL INDEX KEY: 0000917541 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 133680801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 375 PARK AVE CITY: NEW STATE: NY ZIP: 10152 BUSINESS PHONE: 2124219700 MAIL ADDRESS: STREET 1: PAUL WEISS RIFKIND STREET 2: 1285 6TH AVE CITY: NEW YORK STATE: NY ZIP: 10019-6064 SC 13D 1 FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ICF KAISER INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 449244 10 2 (CUSIP Number) JOHN E. LANGE, ESQ. Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Tel. No.: (212) 373-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 11, 1994 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box __. Check the following box if a fee is being paid with the statement __. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 55 Pages Exhibit Index on Page 41 SCHEDULE 13D CUSIP No. 449244 10 2 Page 2 of 55 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FIMA Finance Management Inc. (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares SHARES represent Common Stock into which warrants are BENEFICIALLY OWNED exercisable. See Items 4 and 5.) BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock. See Item 5.) 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 449244 10 2 Page 3 of 55 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IFINT-USA Inc. (I.R.S. No. 13-3680801) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 0 BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 449244 10 2 Page 4 of 55 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Preasepe IV B.V. (No S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 0 BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 449244 10 2 Page 5 of 55 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IFINT Societe Anonyme (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares SHARES represent Common Stock into which warrants are BENEFICIALLY OWNED exercisable. See Items 4 and 5.) BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock. See Item 5.) 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 449244 10 2 Page 6 of 55 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Istituto Finanziario Industriale S.p.A. (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares SHARES represent Common Stock into which warrants are BENEFICIALLY OWNED exercisable. See Items 4 and 5.) BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock. See Item 5.) 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 449244 10 2 Page 7 of 55 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Giovanni Angelli & C. S.a.a. (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares SHARES represent Common Stock into which warrants are BENEFICIALLY OWNED exercisable. See Items 4 and 5.) BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock. See Item 5.) 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 449244 10 2 Page 8 of 55 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Giovanni Angelli (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares SHARES represent Common Stock into which warrants are BENEFICIALLY OWNED exercisable. See Items 4 and 5.) BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock. See Item 5.) 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 449244 10 2 Page 9 of 55 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Umberto Agnelli (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares SHARES represent Common Stock into which warrants are BENEFICIALLY OWNED exercisable. See Items 4 and 5.) BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock. See Item 5.) 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 449244 10 2 Page 10 of 55 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Giovanni Nasi (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares SHARES represent Common Stock into which warrants are BENEFICIALLY OWNED exercisable. See Items 4 and 5.) BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock. See Item 5.) 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 449244 10 2 Page 11 of 55 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gianluigi Gabetti (S.S. No. ###-##-####) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares SHARES represent Common Stock into which warrants are BENEFICIALLY OWNED exercisable. See Items 4 and 5.) BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock. See Item 5.) 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 449244 10 2 Page 12 of 55 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cesare Romiti (no S.S. or I.R.S. Identification No.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Italy 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER 2,680,952 (All of these shares SHARES represent Common Stock into which warrants are BENEFICIALLY OWNED exercisable. See Items 4 and 5.) BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,680,952 (All of these shares represent Common Stock into which warrants are exercisable. See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% (assuming the exercise of all warrants beneficially owned by the Reporting Person, and no conversion or exercise of any other options or securities of the Issuer into Common Stock. See Item 5.) 14 TYPE OF REPORTING PERSON IN CUSIP NO. 449244 10 2 Page 13 of 55 Amendment No. 2 to Schedule 13D This Amendment No. 2 amends and restates, in its entirety, the Schedule 13D dated January 14, 1991 (the "Original Statement"), as amended by Amendment No. 1 thereto dated January 13, 1992 (the "First Amended Statement") (the Original Statement, as amended by the First Amended State- ment and as amended and restated hereby, shall be known as the "Statement") with respect to the Common Stock, par value $0.01 per share, of ICF Kaiser International, Inc., a Delaware corporation. Item 1. Security and Issuer. This Statement relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of ICF Kaiser International, Inc., a Delaware corporation (the "Issuer"). The Issuer was formerly known as ICF International, Inc. and, prior thereto, as American Capital and Research Corporation. The address of the Issuer's principal executive office is: ICF Kaiser International, Inc. 9300 Lee Highway Fairfax, VA 22031-1207 Effective June 27, 1992, the Issuer reclassified all of the outstanding shares of its Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") and Class B Common Stock, par value $0.01 per share (the CUSIP NO. 449244 10 2 Page 14 of 55 "Class B Common Stock") into a single class of Common Stock. Each share of Common Stock is entitled to one vote. Item 2. Identity and Background. This Statement is being filed by: (i) FIMA Finance Management Inc., a British Virgin Islands corpora- tion ("FIMA"); (ii) IFINT-USA Inc., a Delaware corporation ("IFINT-USA") (IFINT-USA and FIMA sometimes hereinafter being referred to each as a "Purchaser," and collectively as the "Purchasers"); (iii) PREASEPE IV B.V., a Netherlands corporation ("PREASEPE"), which is the holder of all of the issued and outstanding capital stock of IFINT-USA; (iv) IFINT Societe Anonyme, a Luxembourg corporation ("IFINT"), which is the holder of all of the issued and outstanding capital stock of FIMA and PREASEPE; (v) Istituto Finanziario Industriale S.p.A., an Italian corporation ("IFI"), which for purposes of the Securities Exchange Act of 1934, as amended (the "Act"), is deemed to control IFINT; (vi) Giovanni Agnelli & C. S.a.a., an Italian limited partnership represented by shares ("GA"), which for purposes of the Act is deemed to control IFI; and (vii) Messrs. Giovanni Agnelli, Umberto Agnelli, Giovanni Nasi, Gianluigi Gabetti and Cesare Romiti, the General Partners of GA, who for the purposes of the Act are deemed to control GA (all CUSIP NO. 449244 10 2 Page 15 of 55 such persons in (i) through (vii) being hereinafter referred to as the "Reporting Persons"). FIMA The present principal business activity of FIMA is as an investment holding company with investments in various industries in the United States and other countries. The address of FIMA's principal business and principal office is: FIMA Finance Management Inc. Wickhams Cay Road Town Tortola, British Virgin Islands IFINT-USA The present principal business activity of IFINT-USA is as a holding company of some of IFINT's indirect subsidiaries and investments in the United States. The address of IFINT-USA's principal business and principal office is: IFINT-USA Inc. 375 Park Avenue New York, New York 10152 PREASEPE The principal business activity of PREASEPE is as an investment holding company for various investments in which IFINT holds an indirect interest, including all of the capital stock of IFINT-USA. As the result of a corporate reorganization effected in 1992 and 1993, the stock of CUSIP NO. 449244 10 2 Page 16 of 55 IFINT-USA was transferred from Mirovoy Global Parts B.V. to PREASEPE. The address of PREASEPE's principal business and principal office is: PREASEPE IV B.V. Pieter de Hoochstraat 42 1071 EG Amsterdam-Z Amsterdam, Netherlands A change of PREASEPE's name to IFINT International B.V. is currently pending. IFINT The present principal business activity of IFINT is to invest and hold participations in selected industries through substantial direct or indirect equity participations in companies that have a leading position in their respec- tive industries. The address of IFINT's principal business and principal office is: IFINT Societe Anonyme 2 Boulevard Royal Luxembourg IFI The present principal business activity of IFI is as a holding company. It also provides financial and organizational assistance to the companies in which it has a direct or indirect controlling interest. Such companies include FIMA, IFINT-USA, PREASEPE, IFINT, and a variety of CUSIP NO. 449244 10 2 Page 17 of 55 companies involved in diverse areas of business, including, but not limited to, automobile manufacturing, construction material manufacturing, publishing, retailing and financial investments. The address of IFI's principal business and principal office is: Istituto Finanziario Industriale S.p.A. Via Carlo Marenco, 25 Torino, Italy GA The present principal business activity of GA is to ensure the cohesion and continuity of the management of its controlling interest in IFI. The address of GA's principal business and principal office is: Giovanni Agnelli & C. S.a.a. Via del Carmine, 2 Torino, Italy Schedule A to this Statement, which is attached hereto and incorporated herein by reference, sets forth the citizenship, business address and present principal occupa- tion or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of Messrs. Giovanni Agnelli, Umberto Agnelli, Giovanni Nasi, Gianluigi Gabetti and Cesare Romiti and each executive officer and director of FIMA, IFINT-USA, PREASEPE, IFINT and IFI. CUSIP NO. 449244 10 2 Page 18 of 55 None of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any person listed on Schedule A who is not a Reporting Person has been convic- ted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. None of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any person listed on Schedule A who is not a Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years. Item 3. Source and Amount of Funds or Other Consideration On January 14, 1991, pursuant to the Securities Purchase Agreement entered into by and among FIMA, IFINT-USA and the Issuer, dated as of December 20, 1990 (the "Securities Purchase Agreement"), a copy of which is filed as Exhibit 3 to the Statement and is incorporated herein by reference, (i) FIMA acquired warrants ("the Tranche 1 Warrants") to purchase 2,173,913 shares of Class B Common Stock, subject to adjustment, for an aggregate purchase CUSIP NO. 449244 10 2 Page 19 of 55 price of $50,000; (ii) IFINT-USA acquired 250 shares of Series 2A Preferred Stock, par value $0.01 per share (the "Series 2A Preferred Stock") for an aggregate purchase price of $24,590,000; and (iii) the Purchasers acquired an option (the "Tranche 2 Option") to purchase (a) 250 shares of Series 2B Senior Preferred Stock, par value $0.01 per share (the "Series 2B Preferred Stock"), and (b) a warrant or warrants to purchase a number of shares of Class B Common stock to be determined in accordance with the provisions of the Securities Purchase Agreement for an aggregate purchase price of $10,000, paid by IFINT-USA. FIMA funded its acquisition of the Tranche 1 Warrants by working capital. IFINT-USA funded its acquisition of the Series 2A Preferred Stock by a loan from UNIFIN B.V., a Netherlands limited liability company and an indirectly fully controlled subsidiary of IFINT. The loan is payable in nine (9) equal annual installments commencing on December 31, 1994 and ending on December 31, 2002, at an annual interest rate of 10.4% beginning on December 31, 1991. A copy of the Note evidencing the loan is filed as Exhibit 2 to the Statement. IFINT-USA prepaid such Note in October, 1992 out of equity funds available to IFINT-USA. IFINT-USA funded the acquisition of the Tranche 2 Option by working capital. On January 13, 1992, pursuant to Amendment No. 1 to Securities Purchase Agreement, entered into by and among FIMA, IFINT-USA and the Issuer ("Amendment No. 1"), dated CUSIP NO. 449244 10 2 Page 20 of 55 January 13, 1992, a copy of which is filed as Exhibit 21 to the Statement, (i) IFINT-USA exchanged the 250 shares of Series 2A Preferred Stock for 250 shares of the Issuer's Series 2C Senior Preferred Stock (the "Series 2C Preferred Stock"); (ii) FIMA exchanged the Tranche 1 Warrants for new warrants (the "New Tranche 1 Warrants") to purchase in the aggregate 2,976,190 shares of the Class B Common Stock, subject to adjustment; and (iii) the Purchasers exercised the Tranche 2 Option, as amended by Amendment No. 1, whereupon FIMA purchased warrants (the "Tranche 2 Warrants") to purchase 2,680,952 shares of Class A Common Stock, for an aggregate purchase price of $300,000, and IFINT-USA purchased 200 shares of Series 2D Preferred Stock (the "Series 2D Preferred Stock") for an aggregate purchase price of $19,700,000. FIMA funded its acquisition of the Tranche 2 Warrants by working capital. IFINT-USA funded its acquisition of the 200 shares of Series 2D Preferred Stock by a loan from UNIFIN B.V. The loan is payable in nine (9) equal annual installments commencing on December 31, 1995 and ending on December 31, 2003 at an annual interest rate of 9.5% beginning on March 31, 1992. A copy of the Note evidencing the loan is filed as Exhibit 20 to the Statement. IFINT-USA prepaid such Note in October, 1992 out of equity funds available to IFINT-USA. On January 11, 1994 (the "Repurchase Closing Date"), pursuant to Amendment No. 2 to Securities Purchase CUSIP NO. 449244 10 2 Page 21 of 55 Agreement entered into by and among FIMA, IFINT-USA and the Issuer ("Amendment No. 2"), dated October 27, 1993, a copy of which is attached hereto as Exhibit 27 and incorporated herein by reference, (i) the 250 shares of Series 2C Preferred Stock held by IFINT-USA and the New Tranche 1 Warrants held by FIMA (the "Repurchased Securities") were repurchased by the Issuer; and (ii) the Tranche 2 Warrants held by FIMA were exchanged for warrants (the "Replacement Tranche 2 Warrants") to purchase in the aggregate 2,680,952 shares of Common Stock, subject to adjustment. On the Repurchase Closing Date, the Issuer paid to the Purchasers an aggregate purchase price of $26,562,500 for the Repurchased Securities, together with accrued and unpaid dividends of $2,523,341.48 on the Series 2C Preferred Stock and the Series 2D Preferred Stock through the Repurchase Closing Date. Payment of the purchase price for the Repurchased Securities was made out of proceeds from the Issuer's underwritten public offering of Senior Subordinated Notes (the "ICFKI Notes") and warrants. Item 4. Purpose of Transaction. Purchase of Preferred Stock and Warrants. The Purchasers acquired the New Tranche 1 Warrants, the Tranche 2 Warrants, the Replacement Tranche 2 Warrants, the shares of Series 2C Preferred Stock and the shares of Series 2D Preferred Stock for investment purposes. CUSIP NO. 449244 10 2 Page 22 of 55 Certain Terms of the Series 2D Preferred Stock. The Series 2D Preferred Stock has the designations, powers, preferences and rights specified in the Certificate of Designations of Series 2D Senior Preferred Stock (the "Series 2D Certificate of Designations"), which was filed in the Office of the Secretary of State of Delaware on January 13, 1992, a copy of which is filed as Exhibit 25 to the Statement. The following summary of certain provisions of the Series 2D Certificate of Designations is not intended to be complete and is qualified in its entirety by reference to Exhibit 25. The Series 2D Preferred Stock pays cumulative dividends of $9,750 per $100,000 of liquidation preference per year, payable quarterly. The holders of Series 2D Preferred Stock are entitled to receive a liquidation preference equal to $100,000 plus accrued but unpaid dividends per share of Series 2D Preferred Stock upon any voluntary or involuntary liquidation, dissolution or winding up of the issuer. The Issuer is obligated to redeem all shares of Series 2D Preferred Stock outstanding on January 13, 1997, for the full liquidation preference amount, plus accrued and unpaid dividends thereon to the redemption date. In addition, upon a proposal for or the occurrence of a Change in Control Event, the Initial Holder (both of the capitalized terms have the meanings as defined in the Series 2D Certificate of Designations), of the shares CUSIP NO. 449244 10 2 Page 23 of 55 of Series 2D Preferred Stock has the option to require the Issuer to redeem all or part of its shares at a redemption price of $100,000 per share, plus accrued and unpaid dividends thereon to the redemption date. The Issuer at any time and at its option may redeem all, but not less than all, of the shares of Series 2D Preferred Stock at a redemption price of $106,250 per share, plus accrued and unpaid dividends thereon to the redemption date. If, as of the date the Issuer elects to redeem the shares of Series 2D Preferred Stock, an Initial Holder owns any Replacement Tranche 2 Warrants, then the holder of such shares may elect to receive, in lieu of the applicable redemption price described above, consideration per share equal to (i) cash in the amount of $106,249.99, and (ii) one share of a new series of preferred stock, par value $0.01 per share (the "Series XD Preferred Stock"), to be created pursuant to a Certificate of Designations in the form attached as Exhibit A to the Series 2D Certificate of Designations (the "Series XD Certificate of Designations"). No dividends will be payable with respect to shares of Series XD Preferred Stock. The liquidation preference for such shares will be $0.01 per share. Holders of shares of Series XD Preferred Stock will be entitled to vote together with holders of the Issuer's Common Stock on all matters to be voted on by the Issuer's shareholders. The number of CUSIP NO. 449244 10 2 Page 24 of 55 votes entitled to be cast by holders of such shares of Series XD Preferred Stock is determined separately with respect to each holder in accordance with formulae set forth in the Series XD Certificate of Designations. No holder of shares of Series XD Preferred Stock may transfer any such shares unless such shares are transferred to a Purchaser Affiliate, as defined in the Securities Purchase Agreement. The Issuer must redeem all outstanding shares of Series XD Preferred Stock at a redemption price per share equal to the aggregate liquidation preference of such shares on the first to occur of (A) January 13, 1997 or (B) the date upon which an Initial Holder does not hold any Replacement Tranche 2 Warrants. The Issuer also has a one-time right to redeem all outstanding shares of Series 2D Preferred Stock, each share in exchange for (i) a subordinated debt security (the "Exchange Note") with an aggregate principal amount of $99,999.99 and a minimum interest rate of 9.75%, in the form attached as Exhibit B to the Series 2D Certificate of Designations, bearing interest at a rate that would preserve the after-federal income tax return on dividends on the Series 2D Preferred Stock, (ii) cash in an amount equal to all accrued and unpaid dividends on the Series 2D Preferred Stock, and (iii) one share of a new series of preferred stock, par value $0.01 per share (the "Series YD Preferred CUSIP NO. 449244 10 2 Page 25 of 55 Stock"), of the Issuer to be created pursuant to a Certificate of Designations in the form attached as Exhibit C to the Series 2D Certificate of Designations (the "Series YD Certificate of Designations"). No dividends will be payable with respect to shares of Series YD Preferred Stock. The liquidation preference for such shares will be $0.01 per share. The Issuer may at any time and at its option redeem all, but not less than all, the shares of Series YD Preferred Stock at a redemption price of $0.01 per share. The Issuer has mandatory redemption obligations to: (i) redeem all shares of Series YD Preferred Stock outstanding on January 13, 1997 for the full liquidation preference amount, (ii) redeem all or part of the Initial Holder's Series YD Preferred Stock for the liquidation preference amount if the Initial Holder exercises his redemption option upon the proposal or occurrence of a Change in Control Event, (iii) concurrently redeem all outstanding Exchange Notes when Series YD Preferred Stock is redeemed, and (iv) redeem and purchase outstanding shares of Series YD Preferred Stock pursuant to the Securities Purchase Agreement. If the holder of such redeemed Series YD Preferred Stock is an Initial Holder and also holds any outstanding Replacement Tranche 2 Warrants, then such holder shall receive, for each share of Series YD CUSIP NO. 449244 10 2 Page 26 of 55 Preferred Stock redeemed, a share of Series XD Preferred Stock. Shares of Series YD Preferred Stock may not be transferred separately from their corresponding Exchange Notes. In the event the Issuer is in arrears with respect to any dividend payable on the Series 2D Preferred Stock for a period in excess of 100 days or fails to make a mandatory redemption, the holders of Series 2D Preferred Stock will have the exlusive right to elect two additional directors. In addition, until such an arrearage or failure to make a mandatory redemption is cured, if 33% or more of the then outstanding Series 2D Preferred Stock (or securities issued in exchange therefor) is held by an Initial Holder, the Issuer becomes subject to certain restrictive covenants. Such covenants would prohibit the Issuer 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 Indenture governing the ICFKI Notes without the consent of such Initial Holder. As provided in the Certificate of Designations of Series 2D Preferred Stock, during such time as the Tranche 2 Warrants are still outstanding and held by an Initial Holder, shares of Series 2D Preferred Stock are entitled to the same number of votes as the Common Stock which would be issued upon the exercise of the Tranche 2 Warrants, provided that the shares of the Series 2D Preferred Stock will not at any time be entitled to more than 2,380,952 votes in the aggregate. CUSIP NO. 449244 10 2 Page 27 of 55 Certain Terms of Replacement Tranche 2 Warrants. The Replacement Tranche 2 Warrants have the terms specified in the Replacement Tranche 2 Warrant Certificate (the "Replacement Tranche 2 Warrant Certificate"), a copy of which is filed herewith as Exhibit 28 and incorporated herein by reference. The summary contained herein of certain provisions of the Replacement Tranche 2 Warrant certificate is not intended to be complete and is qualified in its entirety by reference to Exhibit 28. Unless earlier exercised, the Replacement Tranche 2 Warrants expire on January 13, 1997, subject to adjustment. The exercise price for the Replacement Tranche 2 Warrants is $6.90 per share, subject to adjustment. In addition, the holder of the Replacement Tranche 2 Warrants will be able, in lieu of exercising such warrants, to require the Issuer to issue to such holder Common Stock with an aggregate market value equal to the difference between the then current market price for the Common Stock and 90% of the exercise price of the Replacement Tranche 2 Warrants then in effect, multiplied by the number of Replacement Tranche 2 Warrants CUSIP NO. 449244 10 2 Page 28 of 55 for which the holder is requiring such issuance. In addition, on the expiration date of the Replacement Tranche 2 Warrants, the holder of such warrants will be able, in lieu of exercising the warrants or having Common Stock issued as described in the preceding sentence, to require the Issuer to pay it cash in the amount of the difference between the then current market price for the Common Stock and the exercise price of the Replacement Tranche 2 Warrants then in effect, multiplied by the number of Replacement Tranche 2 Warrants for which the holder is requiring such payment. In the event that the Issuer cannot make such cash payment without violating a covenant or covenants contained in any agreement relating to indebtedness for borrowed money of the Issuer, the Issuer shall make such payment in Common Stock as described above. Pursuant to Amendment No. 1, the Purchasers were required to abstain from voting the first 300,000 (subject to adjustment) shares of Common Stock issued upon exercise of the Tranche 2 Warrants, or vote such shares proportionally in the same manner as all other votes cast by the shareholders of the Issuer. Pursuant to Amendment No. 2, this restriction was eliminated. Therefore, the shares of the Common Stock into which the Replacement Tranche 2 Warrants are exercisable will be entitled to 2,680,952 votes (one vote per share) upon such exercise. CUSIP NO. 449244 10 2 Page 29 of 55 Terms of Repurchased Securities. The Series 2C Preferred Stock had the designations, powers, preferences and rights specified in the Certificate of Designations of Series 2C Senior Preferred Stock, which was filed in the Office of the Secretary of State of Delaware on January 13, 1992, a copy of which is filed as Exhibit 22 to the Statement. The New Tranche 1 Warrants had the terms specified in the New Tranche 1 Warrant Certificate, a copy of which is filed as Exhibit 23 to the Statement. Acquisition of Additional Securities. The provisions of the Securities Purchase Agreement restrict future acquisitions of additional voting securities of the Issuer (the "Voting Securities") by the Purchasers or any of their affiliates. During the period beginning on December 20, 1990 and ending on the earlier of (i) December 20, 1995 and (ii) the day after the date the Purchasers and all of their affiliates cease to be the Deemed Owners of any Restricted Securities, as those terms are defined in the Securities Purchase Agreement, such Purchasers may not acquire any Voting Securities if, following such acquisition, such Purchasers, together with their affiliates, would be the Deemed Owners of securities representing in the aggregate more than 40 per centum of the total combined voting power of all the Issuer's issued and CUSIP NO. 449244 10 2 Page 30 of 55 outstanding securities. During such period, such Purchasers may not subject any Restricted Securities, as defined in the Securities Purchase Agreement, to any voting trust or voting agreement. Also during such period, such Purchasers may not solicit proxies or become participants in a solicitation in opposition to any recommendation of the Issuer's Board of Directors. The Reporting Persons reserve the right to acquire all additional Voting Securities permitted under the Securities Purchase Agreement. Representation on the Board of Directors. Pursuant to the terms of the Securities Purchase Agreement, as amended by Amendment No. 1 and Amendment No. 2, during the period beginning December 20, 1990 and ending on the later of January 13, 1997, or the date on which all of the shares of Series 2D Preferred Stock shall have been redeemed, so long as the Purchasers, together with all Purchaser Affiliates, hold in the aggregate (i) shares of Series 2D Preferred Stock, and/or Exchange Notes or notes issued in exchange for shares of Series 2D Preferred Stock, representing in the aggregate at least 80 per centum of the aggregate liquidation preference and/or principal amount of all such securities outstanding or (ii) the Replacement Tranche 2 Warrants, and/or shares of Common Stock acquired CUSIP NO. 449244 10 2 Page 31 of 55 as a result of the exercise of such Warrants, representing in the aggregate (assuming the exercise of such Warrants) at least 80 per centum of the number of shares of the Issuer's Common Stock issued or issuable upon the exercise of such Warrants, the Issuer shall, at the Purchasers' request, use its best efforts to create one vacancy on the Issuer's Board of Directors (the "Board") and cause a designee of the Purchasers to be elected to such Board for an initial term and any subsequent term. At any time during which Purchasers have such right to designate a member of the Board, in lieu of exercising such right, the Purchasers may designate a non-voting observer to the Board. In the event the Issuer is in arrears with respect to any dividend payable on the Series 2D Preferred Stock for a period in excess of 100 days or fails to make a mandatory redemption, the holders of Series 2D Preferred Stock will have the exclusive right to elect two additional directors. Change in the Capitalization or Dividend Policy. As a result of the repurchase by the Issuer of all of the outstanding shares of Series 2C Preferred Stock and all of the New Tranche 1 Warrants, the capital structure of the Issuer no longer includes any shares of Series 2C Preferred Stock or any New Tranche 1 Warrants Plans and Proposals. Except as described above, none of the Reporting Persons nor, to the best knowledge of CUSIP NO. 449244 10 2 Page 32 of 55 any of the Reporting Persons, any person listed on Schedule A who is not a Reporting Person has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; CUSIP NO. 449244 10 2 Page 33 of 55 (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated in (a)-(i) above. Item 5. Interest in Securities of the Issuer. (a) FIMA beneficially owns directly the Replace- ment Tranche 2 Warrants to purchase in the aggregate 2,680,952 shares of Common Stock, subject to adjustment. The exercise price of the Replacement Tranche 2 Warrants is $6.90 per share of Common Stock, subject to adjustment. See Item 4. If FIMA were to exercise the Replacement Tranche 2 Warrants, it would beneficially own in the aggregate 2,680,952 shares of Common Stock. The 2,680,952 shares represent 11.37 per centum of 20,890,399 shares of CUSIP NO. 449244 10 2 Page 34 of 55 outstanding Common Stock of the Issuer as of December 31, 1993. 1/ IFINT-USA beneficially owns directly 200 shares of the Series 2D Preferred Stock. As discussed in Item 4, during such time as the Replacement Tranche 2 Warrants are still outstanding and held by the Initial Holder, the 200 shares of the Series 2D Preferred Stock are entitled to 2,380,952 votes, representing 10.23 per centum of the voting power of the outstanding shares of Common Stock of the Issuer as of December 31, 1993. IFINT through its control of FIMA, IFI through its deemed control (for purposes of the Act) of IFINT, GA through its deemed control (for purposes of the Act) of IFI, and Messrs. Giovanni Agnelli, Umberto Agnelli, Giovanni Nasi, Gianluigi Gabetti and Cesare Romiti through their deemed control (for purposes of the Act) of GA, beneficially own indirectly all the Replacement Tranche 2 Warrants owned directly by FIMA. PREASEPE through its control of IFINT-USA, IFINT through its control of PREASEPE, IFI through its deemed control (for purposes of the Act) of IFINT, GA through its _____________________ 1/ These percentage calculations are calculated in accord- ance with Rule 13d-1 of the Act and are based on infor- mation provided by the Issuer as of December 31, 1993. The calculations assume no other exercise of conversion of any other outstanding warrants, options or convert- ible securities of the Issuer. CUSIP NO. 449244 10 2 Page 35 of 55 deemed control (for purposes of the Act) of IFI, and Messrs. Giovanni Agnelli, Umberto Agnelli, Giovanni Nasi, Gianluigi Gabetti and Cesare Romiti through their deemed control (for purposes of the Act) of GA, beneficially own indirectly all of the Series 2D Preferred Stock owned directly by IFINT- USA. To the best knowledge of the Reporting Persons, no person listed on Schedule A who is not a Reporting Person beneficially owns any Replacement Tranche 2 Warrants or any shares of Series 2D Preferred Stock or any shares of Common Stock. (b) All of the Reporting Persons, except IFINT- USA and PREASEPE, share the power to dispose or to direct the disposition of the Replacement Tranche 2 Warrants reported in (a) above as beneficially owned by the Reporting Persons and the power to vote or to direct the vote of the shares of Common Stock into which such warrants are exercisable. (c) Except with respect to the disposition of the New Tranche 1 Warrants and the Series 2C Preferred Stock, and the exchange of the Tranche 2 Warrants for the Replace- ment Tranche 2 Warrants reported in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any person listed on Schedule A CUSIP NO. 449244 10 2 Page 36 of 55 who is not a Reporting Person has effected any transactions in any equity securities of the Issuer. (d) None of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any person listed on Schedule A who is not a Reporting Person has knowledge of any person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Series 2C Preferred Stock, Series 2D Preferred Stock or Common Stock other than such persons who have previously filed a Schedule 13D with the Securities and Exchange Commission with respect to such stock and officers and employees benefit plans of the Issuer. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Transfer Restrictions. Each Purchaser has agreed not to transfer any shares of Series 2D Preferred Stock, Replacement Tranche 2 Warrants, shares of Common Stock issued upon exercise of Replacement Tranche 2 Warrants, Exchange Notes, shares of Series XD Preferred Stock or Series YD Preferred Stock (collectively the "Restricted Securities"), except as permitted in the Securities Purchase Agreement. Prior to transferring any Restricted Securities, CUSIP NO. 449244 10 2 Page 37 of 55 the Purchaser must offer to sell such Restricted Securities to the Issuer. The Issuer has the option to purchase all, but not less than all, such offered securities. In the event that the Issuer does not elect to purchase such offered securities, such Purchaser shall be free to transfer all or any portion of such offered securities at any time or from time to time for a period of 175 days, at a price or prices, in each case, not less than 80 per centum of the price offered to the Issuer (with respect to the Replacement Tranche 2 Warrants and shares of Common Stock) or 90 per centum of such price (with respect to other Restricted Securities). No Purchaser may not transfer any Restricted Securities to any person whom such Purchaser reasonably believes to be a Foreign Person, as such term is defined in the Securities Purchase Agreement, unless such transfer would not materially adversely affect (i) the Issuer's or its subsidiaries' then current United States Government security clearances or (ii) the Issuer's or its subsidiaries' right to complete existing material contracts with the United States Government or to bid for new contracts. Registration Rights. Pursuant to the Amended and Restated Registration Rights Agreement, dated as of January 13, 1992, between the Issuer and FIMA (the "Amended CUSIP NO. 449244 10 2 Page 38 of 55 and Restated Registration Rights Agreement"), a copy of which is filed as Exhibit 26 to the Statement, the Purchaser or one or more Purchaser Affiliates has the right to require the Issuer to register under the Securities Act of 1933, as amended, all shares of Common Stock issued upon the exercise of the Replacement Tranche 2 Warrants. Holders of such shares may require the Issuer to register such shares on up to four occasions and to maintain the effectiveness of each such registration for up to nine months. Holders may not make more than one request for such registration in any one calendar year. In addition, holders have certain incidental registration rights in connection with registrations effected by the Issuer for other primary or secondary offerings of shares of Common Stock. In addition, pursuant to the terms of the Amended and Restated Registration Rights Agreement, FIMA has the right to require the Issuer to maintain at all times a shelf registration of 500,000 shares of Common Stock issuable upon exercise of the Replacement Tranche 2 Warrants until such time as the Purchasers no longer hold 50% of their original investment, provided that the Issuer has made arrangements to permit FIMA to exercise any outstanding Replacement Tranche 2 Warrants by delivering to the Issuer, in lieu of the cash exercise price of such warrants, securities of the Issuer. The summary contained herein of certain provisions of the Amended and Restated Registration Rights Agreement is not intended to be complete and is qualified in its entirety by reference to Exhibit 26. CUSIP NO. 449244 10 2 Page 39 of 55 Acquisition of Additional Securities. See discussion in Item 4. Finder's Fees. No broker, finder, agent or similar intermediary acted on behalf of any Reporting Person or, to the best knowledge of any of the Reporting Persons, on behalf of any person listed on Schedule A who is not a Reporting Person, in connection with the transactions contemplated by the Securities Purchase Agreement, Amendment No. 1 and Amendment No. 2; and there are no brokerage commissions, finder's fees or similar fees or commissions payable in connection therewith based upon any agreement with any of the Reporting Persons or, to the best knowledge of any of the Reporting Persons, with any person listed on Schedule A who is not a Reporting Person. Put Right. Pursuant to the Securities Purchase Agreement, as amended, the Purchasers have the right (the "Put Right") to require the Issuer to redeem and purchase (i) all shares of Series 2D Preferred Stock, (ii) notes issued in exchange for such shares and (iii) shares of Series YD Preferred Stock (collectively, the "Put Securities") held by the Purchasers or any one or more of CUSIP NO. 449244 10 2 Page 40 of 55 its affiliates. The Put Right is exercisable if (i) the Department of Defense, the Department of Energy or the President of the United States makes a final determination on the grounds of national security that the Issuer, by reason of the Purchasers' ownership of Put Securities, should forfeit a security clearance on a material facility or a material government contract and (ii) such forfeiture will have a material adverse effect on the Issuer. The Put Right is not exercisable at any time any Purchaser or Purchaser Affiliate acquires voting stock of the Issuer in a market purchase, or a private purchase other than from the Issuer, and, immediately following such purchase, the Purchasers are the Deemed Owners (as defined in the Securities Purchase Agreement) of voting stock of the Issuer representing, in the aggregate, more than 20% of the total combined voting power of all shares of the Issuer's common stock. The Purchasers and the Issuer have agreed to cooperate to facilitate compliance by the Issuer with governmental regulations relating to foreign ownership, control or influence. (The Departments of Defense and Energy have the authority to require arrangements to insulate the performance of classified contracts by subsidiaries of the Issuer from control by the Issuer's management or the Board, in order to avoid the exercise of CUSIP NO. 449244 10 2 Page 41 of 55 influence by foreign interests (including the Purchasers) over the performance of such contracts.) Item 7. Material to be Filed as Exhibits. * Exhibit 1 - Joint Acquisition Statement Pursuant to Rule 13d-1(f) * Exhibit 2 - Note, dated December 21, 1990, in the amount of $24,600,000 payable by IFINT-USA Inc. to UNIFIN B.V. * Exhibit 3 - Securities Purchase agreement, dated as of December 20, 1990, by and among the Issuer, FIMA and IFINT-USA * Exhibit 4 - Tranche 1 Warrant Certificate * Exhibit 5 - Registration Rights Agreement, dated as of December 20, 1990, between the Issuer and FIMA * Exhibit 6 - Certificate of Designations of Series 2A Senior Preferred Stock, as corrected and restated on January 9, 1991 * Exhibit 7 - Anti-Dilution Provisions * Exhibit 8 - Power of Attorney for FIMA Finance Management Inc. * Exhibit 9 - Power of Attorney for IFINT-USA Inc. * Exhibit 10 - Power of Attorney for Mirovoy Global Parts B.V. * Exhibit 11 - Power of Attorney for IFINT (NA) N.V. * Exhibit 12 - Power of Attorney for IFINT Societe Anonyme * Exhibit 13 - Power of Attorney for Istituto Finanziario Industriale S.p.A. CUSIP NO. 449244 10 2 Page 42 of 55 * Exhibit 14 - Power of Attorney for Giovanni Agnelli & C.S.a.a. * Exhibit 15 - Power of Attorney for Giovanni Agnelli * Exhibit 16 - Power of Attorney for Umberto Agnelli * Exhibit 17 - Power of Attorney for Giovanni Nasi * Exhibit 18 - Power of Attorney for Gianluigi Gabetti * Exhibit 19 - Power of Attorney for Cesare Romiti ** Exhibit 20 - Note, dated January 13, 1992, in the amount of $19,700,000 payable by IFINT-USA to UNIFIN B.V. ** Exhibit 21 - Amendment No. 1 to Securities Purchase Agreement, dated as of January 13, 1993, among the Issuer, FIMA and IFINT-USA ** Exhibit 22 - Certificate of Designations of Series 2D Senior Preferred Stock, as filed on January 13, 1992 ** Exhibit 23 - New Tranche 1 Warrant Certificate ** Exhibit 24 - Tranche 2 Warrant Certificate ** Exhibit 25 - Certificate of Designations of Series 2D Senior Preferred Stock, as filed on January 13, 1992 ** Exhibit 26 - Amended and Restated Registration Rights Agreement, dated as of January 13, 1992, between the Issuer and FIMA *** Exhibit 27 - Amendment No. 2 to Securities Purchase Agreement, dated October 27, 1993. CUSIP NO. 449244 10 2 Page 43 of 55 **** Exhibit 28 - Replacement Tranche 2 Warrant Certificate. ***** Exhibit 29 - Power of Attorney for Preasepe IV B.V. _________________________ * - Filed with the Original Statement ** - Filed with the First Amended Statement *** - Incorporated by reference to Exhibit 4(g)(2) to Amendment No. 2 to Registration Statement on Form S-1 of ICF Kaiser International, Inc. (Registration No. 33-70986) filed with the Commission on December 23, 1993. **** - Incorporated by reference to Exhibit 4(f) to Quarterly Report on Form 10-Q of ICF Kaiser International, Inc. for the Fiscal Quarter ended November 30, 1993, (Registrant No. 1-12248) filed with the Commission on January 14, 1994. ***** - Filed herewith CUSIP NO. 449244 10 2 Page 44 of 55 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. FIMA FINANCE MANAGEMENT INC. January 14, 1994 By: /s/ John E. Lange Date Name: John E. Lange Title: Attorney-in-Fact Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. IFINT-USA INC. January 14, 1994 By: /s/ John E. Lange Date Name: John E. Lange Title: Attorney-in-Fact CUSIP NO. 449244 10 2 Page 45 of 55 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. PREASEPE IV B.V. January 14, 1994 By: /s/ John E. Lange Date Name: John E. Lange Title: Attorney-in-Fact Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. IFINT Societe Anonyme January 14, 1994 By: /s/ John E. Lange Date Name: John E. Lange Title: Attorney-in-Fact Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Instituto Finanziario Industriale S.p.A. January 14, 1994 By: /s/ John E. Lange Date Name: John E. Lange Title: Attorney-in-Fact CUSIP NO. 449244 10 2 Page 46 of 55 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Giovanni Agnelli & C. S.a.a. January 14, 1994 By: /s/ John E. Lange Date Name: John E. Lange Title: Attorney-in-Fact Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. January 14, 1994 By: /s/ John E. Lange Date Giovanni Agnelli, by John E. Lange, Attorney-in-Fact Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. January 14, 1994 By: /s/ John E. Lange Date Umberto Agnelli, by John E. Lange, Attorney-in-Fact CUSIP NO. 449244 10 2 Page 47 of 55 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. January 14, 1994 By: /s/ John E. Lange Date Giovanni Nasi, by John E. Lange, Attorney-in-Fact Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. January 14, 1994 By: /s/ John E. Lange Date Gianluigi Gabetti, by John E. Lange, Attorney-in-Fact Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. January 14, 1994 By: /s/ John E. Lange Cesare Romiti, by John E. Lange, Attorney-in-Fact CUSIP NO. 449244 10 2 Page 48 of 55 Pages Schedule A
Position Held with GA, IFI, IFINT, PREASEPE, Present Principal Name Citizenship Business Address IFINT-USA and/or FIMA Business Activity - ---- ----------- ---------------- -------------------- ----------------- Giovanni Agnelli Italy Corso Marconi 10 General Partner and Chairman of FIAT 10125 Torino, Italy Chairman of GA, S.p.A., an Italian Chairmn of IFI, corporation, which owns Chairman and Director and controls companies of IFINT throughout the world which are engaged in a wide variety of businesses. The core business of FIAT is the manufacturing of auto- mobiles. Umberto Agnelli Italy Via Carlo General Partner of GA, Deputy Chairman and Marenco, 25 Deputy Chairman and Managing Director of 10126 Torino, Italy Managing Director of IFI IFI Giovanni Nasi Italy Via Carlo General Partner and Deputy Chairman of IFI Marenco, 25 Deputy Chairman of GA, 10126 Torino, Italy Deputy Chairman and Director of IFI
CUSIP NO. 449244 10 2 Page 49 of 55 Pages
Position Held with GA, IFI, IFINT, PREASEPE, Present Principal Name Citizenship Business Address IFINT-USA and/or FIMA Business Activity - ---- ----------- ---------------- --------------------- ----------------- Gianluigi Gabetti Italy Via Carlo General Partner of GA, Director of IFI Marenco, 25 Director of IFI, 10126 Torino, Italy Director, Deputy Chairman and Managing Director of IFINT, Chairman of the Board of Management of IFINT, Director of IFINT-USA Cesare Romiti Italy Corso Marconi, 10 General Partner of GA Manging Director of 10125 Torino, Italy FIAT S.p.A. PIO Teodorani-Fabbri Italy Via Carlo Director of IFI Director of IFI Marenco, 25 10126 Torino, Italy Franzo Grande Stevens Italy Via del Carmine 2 Secretary of the Board Civil Lawyer 10122 Torino, Italy of General Partners of GA, Searetary of the Board of IFI Michel David-Weill France One Rockefeller Plaza Director of IFINT Senior Partner of New York, NY 10020 Lazard Freres & Co., a privately held holding company with the following investment banking operations as its primary assets: Lazard Freres & Co. (NY), Lazard Freres Cie (Paris), Lazard Freres Brothers (London) Jacques Loesch Luxebourg 8, Rue Zithe Director of IFINT Senior Partner, Loesch L-1011 Luxembourg & Wolter (counsel to IFINT)
CUSIP NO. 449244 10 2 Page 50 of 55 Pages
Position Held with GA, IFI, IFINT, PREASEPE, Present Principal Name Citizenship Business Address IFINT-USA and/or FIMA Business Activity - ---- ----------- ---------------- --------------------- ----------------- Henry C. M. Bodmer Switzerland 30 Bahnhofstrasse Director of IFINT Chairman and Managing Zurich Director of Abegg Holding A.G., a private family investment holding company, with investments in the areas of banking, real estate, wire, cable and plastic material Hans-Ulrich Doerig Switzerland c/o Credit Suisse Director of IFINT Member of the Executive CH-8021 Zurich Board of Credit Suisse, Zurich, a leading Swiss commercial bank Richard Allen Voell United States 1230 Avenue of the Director of IFINT CEO and President of Americas The Rockefeller Group New York, NY 10020 Inc., a leading privately held U.S. firm with investments in real estate, real estate services, telecommunications and entertainment Corinne Mentzelopoulos France 19 Avenue Montaigne Director of IFINT Managing Director of Paris 75008, France Chateau Margaux, a vineyard Fayez Shalaby Sarofim Egypt 2 Houston Center Director of IFINT President and Chairman Suite 2907 of Fayez Sarofim & Co., Houston, TX 77010 a privately owned investment management firm
CUSIP NO. 449244 10 2 Page 51 of 55 Pages
Position Held with GA, IFI, IFINT, PREASEPE, Present Principal Name Citizenship Business Address IFINT-USA and/or FIMA Business Activity - ---- ----------- ---------------- --------------------- ----------------- Walter Tenz Switzerland Voltastrasse 61 Secretary of the Board Managing Director SADCO CH-8044 Zurich of IFINT, member of the S.A., an affiliate of Switzerland Board of Management of IFINT IFINT, Director of PREASEPE, Director and President of FIMA Tiberto Brandolini Italy 19 Avenue Montaigne Director and Vice Managing Director of Paris 75008, France Chairman of the Board Exor S.A., an of Management of IFINT investment holding company Andre Ardoin France 13 Avenue de L'Opera Director of IFINT Member of the board of Paris 75001, France the Aga Khan Fund for Economic Development Gaston Thorn Luxenbourg 69 Route d'Esch Director of IFINT Chairman of the Board Luxembourg 2953 of Directors, Banque Internationale a Luxembourg, a leading Luxembourg commercial bank Jacques Vincent France 19 Avenue Montaigne Director of IFINT Chairman of the Paris 75008, France Supervisory Board of L'Lione Finance S.A., a financial holding company Jan C. Schultsz The 'Atrium,' 7th Floor Director of PREASEPE Attorney Netherlands Strawinskylaan 3115 NL-1077 ZX Amsterdam Galeazzo Scarampi del Italy 3 Exchange Square Vice-President of President of IFINT-USA Cairo Suite 304-306 IFINT-USA, member of Asia Representative Hong Kong the Board of Managenmt office of IFINT
CUSIP NO. 449244 10 2 Page 52 of 55 Pages
Position Held with GA, IFI, IFINT, PREASEPE, Present Principal Name Citizenship Business Address IFINT-USA and/or FIMA Business Activity - ---- ----------- ---------------- ------------------------ ----------------- Gian Andrea Botta Italy IFINT-USA Inc. Director and President President of IFINT-USA 375 Park Avenue of IFINT-USA, member of New York, NY 10152 the Board of Management of IFINT Nicolaas Peter Ruys United States IFINT-USA Inc. Director and Secretary Secretary and Treasurer 375 Park Avenue and Treasurer of IFINT- of IFINT-USA New York, NY 10152 USA, Director of PREASEPE, Director of FIMA, Chief Financial Officer and member of the Board of Management of IFINT Greg S. Feldman United States IFINT-USA Inc. Vice-President of Vice-President of 375 Park Avenue IFINT-USA IFINT-USA New York, NY 10152 Siegfried Maron Switzerland Voltastrasse 61 Vice-President and Vice-President of SADCO CH-8044 Zurich Treasurer of FIMA S.A., an affiliate of Switzerland IFINT Tortola Corporation British Wickhams Cay Director of FIMA A service and Company Limited Virgin Road Town management company Islands Tortola, British affiliated with the Virgin Islands CITCO Group B.V.I. Corporation British Wickhams Cay Secretary of FIMA A service and Company Limited Virgin Road Town managenmt Islands Tortola, British affiliated with the Virgin Islands CITCO Group
EX-1 2 EXHIBIT 29 Exhibit 29 PREASEPE IV B.V. Pieter de Hoochstraat 42 NL-1071 EG Amsterdam January 14, 1994 POWER OF ATTORNEY The undersigned, PREASEPE IV B.V., a corporation organized under the laws of the Netherlands, by its repre- sentative thereunto duly authorized, hereby constitutes and appoints ERNEST RUBENSTEIN, of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, with full power of substitution, its true and lawful attorney-in-fact and agent, in any and all capacities, to sign any and all reports, documents and certificates to be delivered or filed with respect to the closing of the transaction contemplated by that certain Securities Purchase Agreement, dated as of December 20, 1990, as amended, by and among ICF Kaiser International, Inc., a Delaware corporation, IFINT-USA Inc., a Delaware corporation, and FIMA FINANCE MANAGEMENT INC., a British Virgin Islands corporation, including but not limited to, the Schedule 13D, the Form 3, any Form 4, any Form 5 and any amendment to any of the foregoing, each to be 2 filed with the United States Securities and Exchange Commission, and to file any such other reports, documents and certificates with any agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered; and the undersigned hereby grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as it might or could do in person, and hereby ratifies and confirms all that said attorney-in-fact and agent, or other substitutes, may lawfully do or cause to be done. PREASEPE IV B.V. By: /s/ Walter Tenz Name: Walter Tenz Title: Managing Director EX-2 3 EXHIBIT 30 Exhibit 30 POWER OF ATTORNEY SUBSTITUTION The undersigned, ERNEST RUBENSTEIN, pursuant to the authority granted to him by (i) that certain Power of Attorney dated January 21, 1991, granted to the undersigned by FIMA FINANCE MANAGEMENT, INC., (ii) that certain Power of Attorney dated January 23, 1991, granted to the undersigned by IFINT-USA INC., (iii) that certain Power of Attorney dated January 14, 1994 granted to the undersigned by PREASEPE IV B.V., (iv) that certain Power of Attorney dated January 23, 1991, granted to the undersigned by IFINT S.A., (v) that certain Power of Attorney dated January 23, 1991, granted to the undersigned by ISTITUTO FINANZIARIO INDUSTRIALE S.p.A., (vi) that certain Power of Attorney dated January 23, 1991, granted to the undersigned by GIOVANNI AGNELLI & C. S.a.a., (vii) that certain Power of Attorney dated January 23, 1991, granted to the undersigned by GIOVANNI AGNELLI, (viii) that certain Power of Attorney dated January 23, 1991, granted to the undersigned by UMBERTO AGNELLI, (ix) that certain Power of Attorney dated January 23, 1991, granted to the undersigned by GIOVANNI NASI, (x) that certain Power of Attorney dated January 23, 1991, granted to the undersigned by GIANLUIGI GABETTI, and (xi) that certain Power of Attorney dated January 23, 1991, granted to the undersigned by CESARE ROMITI (collectively, the "Powers of Attorney"), hereby substitutes in his stead JOHN E. LANGE as attorney-in fact and agent under each Power of Attorney, with all power and authority granted to the undersigned and his substitutes under such Power of Attorney and with full power of substitution. /s/ Ernest Rubenstein Ernest Rubenstein January 14, 1994 -----END PRIVACY-ENHANCED MESSAGE-----