-----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, DWkI1RCids6YEgVM7cOj3iS6kD+EJbFvs1wGjFlAE7THdoA4hprDnDnSG6FvGx6k EHKmotGSNdWyji41goRbgw== 0001104659-08-000656.txt : 20080104 0001104659-08-000656.hdr.sgml : 20080104 20080104143225 ACCESSION NUMBER: 0001104659-08-000656 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080104 ITEM INFORMATION: Other Events FILED AS OF DATE: 20080104 DATE AS OF CHANGE: 20080104 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: 08510939 BUSINESS ADDRESS: STREET 1: 9300 LEE HIGHWAY CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 703 934-3413 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 a07-31996_38k.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): January 4, 2008

 

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 or organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

9300 Lee Highway

Fairfax, Virginia

 

22031-1207

(Address of principal executive offices)

 

(Zip Code)

 

(703) 934-3413

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

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.

 

On October 25, 2007, Kaiser Group Holdings, Inc. (the “Company”) filed a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) announcing an offer to purchase (the “Offer”) for cash all shares of common stock held by stockholders of the Company owning (beneficially or of record) fewer than 100 shares, as of the close of business on October 22, 2007 and who continue to hold such shares through the expiration date of the Offer.  The Company subsequently filed amendments to the Schedule 13E-3 on November 30, 2007, December 13, 2007 and December 21, 2007 (collectively, the “Amendments”).  The Offer will expire at 5:00 p.m., New York City time, on Wednesday, January 9, 2008, unless earlier terminated or further extended.

 

The Company will pay $29.80 for each share properly tendered by an eligible stockholder. This price is equal to the highest closing price for the Company’s common stock reported in the 90-day period prior to October 25, 2007.

 

As of January 3, 2008, the Company had received tenders of approximately 6,005 shares of common stock from approximately 403 record and beneficial holders eligible to participate in the Offer.

 

The Offer is not conditioned on the receipt of any minimum number of tenders.

 

If, after completion of the Offer, the Company has fewer than 300 stockholders of record, the Company may terminate the registration of its common stock under the Securities Exchange Act of 1934, as amended. If that occurs, the Company will no longer file periodic reports with the Securities and Exchange Commission (the “Commission”), including annual reports on Form 10-K and quarterly reports on Form 10-Q, and will not be subject to the Commission’s proxy rules.

 

On January 4, 2008, the Company is filing an amendment to the Schedule 13E-3, as amended by the Amendments, amending certain information set forth in the Company’s offer to purchase, dated October 25, 2007, as amended, relating to the Offer.  Please refer to such filing to review such information.

 

 

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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 thereunto duly authorized.

 

 

Kaiser Group Holdings, Inc.

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

 

 

/s/ Douglas W. McMinn

 

 

 

 

 

President and Chief Executive Officer

Date: January 4, 2008

 

 

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