-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ILStI+/SLseg4U9PBU2OAVANhn1GtTdwuFbKw/Z/Q9xLc4SoFuxE8GH3HI5Dp7Wt e3fgn1qQREmQ2ZZfrF6x9w== 0001047469-02-004816.txt : 20021127 0001047469-02-004816.hdr.sgml : 20021127 20021127110229 ACCESSION NUMBER: 0001047469-02-004816 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021127 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAISER GROUP HOLDINGS INC CENTRAL INDEX KEY: 0000856200 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 542014870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12248 FILM NUMBER: 02842271 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: ICF KAISER INTERNATIONAL INC DATE OF NAME CHANGE: 19930811 FORMER COMPANY: FORMER CONFORMED NAME: KAISER GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19991220 8-K 1 a2095016z8-k.htm FORM 8-K
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 27, 2002

KAISER GROUP HOLDINGS, INC.
(successor issuer to Kaiser Group International, Inc.)
(Exact name of registrant as specified in its charter)

Delaware   File No. 1-12248   54-2014870
(State or other
jurisdiction of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)

9302 Lee Highway
Fairfax, Virginia 22031-1207
(Address of principal executive offices, including zip code)

703-934-3600
(Registrant's telephone number, including area code)





Item 5. Other Events and Resolution FD Disclosure

        In a press release dated November 27, 2002, Kaiser Group Holdings, Inc. announced a delay in completion of its planned redemption of Series 1 Redeemable Cumulative Preferred Stock. A copy of this one-page press release is attached to this Report on Form 8-K as Exhibit 99(a).


Item 7. Financial Statements and Exhibits

        Exhibit 99(a)—Press Release


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

    KAISER GROUP HOLDINGS, INC.
(Registrant)

 

 

By:

/s/  
JOHN T. GRIGSBY, JR.      
John T. Grigsby, Jr.
President and Chief Executive Officer

Date: November 27, 2002

2




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SIGNATURES
EX-99.A 3 a2095016zex-99_a.htm EXHIBIT 99.A
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EXHIBIT 99(a)

FOR IMMEDIATE RELEASE   Press Contact and Investor Contact:
John T. Grigsby, Jr.
703/934-3010

KAISER GROUP HOLDINGS ANNOUNCES DELAY IN COMPLETION OF PLANNED REDEMPTION OF SERIES 1 REDEEMABLE CUMULATIVE PREFERRED STOCK

        FAIRFAX, VA November 27, 2002—Kaiser Group Holdings, Inc. (OTCBB: KGHI) has determined that it will not be able to complete the planned redemption of approximately $12,519,000 liquidation preference of its Series 1 Redeemable Cumulative Preferred Stock, announced on November 15, 2002, prior to the end of the calendar year.

        On October 18, 2002 the Company filed a registration statement on Form S-4 with the Securities and Exchange Commission with respect to a planned exchange of notes for outstanding preferred stock. That registration statement has not been declared effective by the SEC, and the exchange offer contemplated by the registration statement has not commenced. However, following discussions with the staff of the SEC, the Company has concluded that completing the planned redemption of its Series 1 Redeemable Cumulative Preferred Stock with the proposed exchange offer pending might be construed as a technical violation of Rule 14e-5 under the Securities Exchange Act of 1934. The Company plans to seek exemptive relief from this interpretation, but there can be no assurance that such relief will be granted or when it might be granted. The Company will effect the redemption as soon as practicable consistent with the terms of the Series 1 Redeemable Cumulative Preferred Stock (which require, among other things, a minimum of 30 days prior notice of the redemption), the status of the proposed exchange offer, and applicable rules and regulations. At the present time the Company expects the redemption to be completed during the first quarter of 2003.

        At the present time the Company believes it is likely to proceed with an exchange offer of notes for at least some of its Series 1 Redeemable Cumulative Preferred Stock. However, the Company has been advised by some holders of its Series 1 Redeemable Cumulative Preferred Stock of objections to the terms of the proposed exchange as set forth in the registration statement filed with the SEC on October 18, 2002, and the Company is reconsidering the proposed exchange offer in light of (1) such objections, (2) the impact of the pendency of the exchange offer on the Company's ability to effect promptly the planned redemption of its Series 1 Redeemable Cumulative Preferred Stock, and (3) the anticipated impact of completion of both the planned redemption and an exchange offer on the Company's financial position and business plans. The Company expects to reach a decision with respect to whether to proceed with the planned exchange offer, and to what extent and on what terms, by mid-December. If the exchange offer proceeds, its terms will likely be modified from those set forth in the registration statement filed with the SEC on October 18, 2002.




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