-----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, GfQoDWYd5IwDLYwM8ls1KJiLctVbOXSKcsL6wlpcvl8MoWfiHVC2fyGVQMelJodH EBcLDR8N4x0nHHmKjerWtg== 0001104659-05-044522.txt : 20050916 0001104659-05-044522.hdr.sgml : 20050916 20050916162323 ACCESSION NUMBER: 0001104659-05-044522 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050916 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050916 DATE AS OF CHANGE: 20050916 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: 051089293 BUSINESS ADDRESS: STREET 1: 9300 LEE HIGHWAY CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 7039343413 MAIL ADDRESS: STREET 1: 9300 LEE HIGHWAY CITY: FAIRFAX STATE: VA ZIP: 22031 FORMER COMPANY: FORMER CONFORMED NAME: KAISER GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19991220 FORMER COMPANY: FORMER CONFORMED NAME: ICF KAISER INTERNATIONAL INC DATE OF NAME CHANGE: 19930811 FORMER COMPANY: FORMER CONFORMED NAME: ICF INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 8-K 1 a05-16330_18k.htm 8-K

 

 

UNITED STATES

 

 

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)

September 16, 2005

 

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

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

9300 Lee Highway
Fairfax, Virginia

 

22031-1207

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code

703-934-3413

 

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 8.01 Other Events.

 

In a press release dated September 16, 2005, Kaiser Group Holdings, Inc. announced that it has reached an agreement in principle to settle the claim of a class consisting of former holders of shares of ICT Spectrum Constructors, Inc.  A copy of the press release is attached to this Report on Form 8-K as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 99.1 – Press release of Kaiser Group Holdings, Inc. dated September 16, 2005.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

KAISER GROUP HOLDINGS, INC.

 

 

(Registrant)

 

 

Date: September 16, 2005

 

 

 

 

Marian P. Hamlett

 

Chief Financial Officer

 

2


EX-99.1 2 a05-16330_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

FOR IMMEDIATE RELEASE

 

Press Contact and Investor Contact:
Douglas W. McMinn
703/934-3655

 

KAISER GROUP HOLDINGS ANNOUNCES
AGREEMENT IN PRINCIPLE TO SETTLE CLASS CLAIM

 

FAIRFAX, VA September 16, 2005 - Kaiser Group Holdings, Inc. (Pink Sheets:  KGHI) announced today that it has filed a motion with the United States Court of Appeals for the Third Circuit seeking to stay Kaiser’s appeal of the order of the United States Bankruptcy Court for the District of Delaware granting the motion of a class comprised of former holders of shares of ICT Spectrum Constructors, Inc. to compel Kaiser to issue an additional 247,350 shares of common stock to the class members.  The litigation pertained to a 1998 transaction in which ICT merged into a subsidiary of Kaiser’s predecessor company, Kaiser Group International, Inc.  Kaiser filed the motion after reaching an agreement in principle with the class representatives that would result in, among other things, the distribution of 175,000 newly issued and 15,625 previously issued shares of Kaiser’s common stock to the class members.  In addition, Kaiser has agreed to postpone the deregistration of its common stock and to refrain from the issuance of any dividend on Kaiser’s common stock or any common stock dividend on Kaiser’s preferred stock pending implementation of the terms of the settlement.  The agreement in principle is subject to the negotiation of definitive documentation and Bankruptcy Court approval.  Kaiser currently anticipates that the shares will be issued and distributed by the end of the first quarter of 2006.

 

This release contains, and Kaiser’s periodic filings with the Securities and Exchange Commission and written or oral statements made by Kaiser’s officers and directors to press, potential investors, securities analysts and others, may contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements are not historical facts, but rather are predictions and generally can be identified by use of statements that include phrases such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “foresee” or other words or phrases of similar import.  Similarly, statements that describe or contain information related to matters such as Kaiser’s intent, belief, or expectation with respect to financial performance, claims resolution, cash availability, stock redemption plans, contract awards and performance, potential acquisitions and joint ventures, and cost-cutting measures are forward-looking statements.  These forward-looking statements often reflect a number of assumptions and involve known and unknown risks, uncertainties and other factors that could cause Kaiser’s actual results to differ materially from those currently anticipated in these forward-looking statements.  In light of these risks and uncertainties, the forward-looking events might or might not occur.

 


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