-----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, BNnYGUwwhaMMVn0Mnxcgir5/QknOpPVmjkoxd88dAenh1K+zxxKjROAb5l8Tplhr uykXmH5D3FHYvuZnfKIN7Q== 0001127431-02-000012.txt : 20020415 0001127431-02-000012.hdr.sgml : 20020415 ACCESSION NUMBER: 0001127431-02-000012 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020326 SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41027 FILM NUMBER: 02587132 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TENNENBAUM & CO LLC CENTRAL INDEX KEY: 0001018962 IRS NUMBER: 954587347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: 32ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067-6100 BUSINESS PHONE: 3102017882 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS CITY: LOS ANGELES STATE: CA ZIP: 90067-6100 SC 13D 1 pn58757.txt MAIN BODY ------------------------------ OMB APPROVAL OMB Number:...,,.....3235-0145 Expires:....,, October 31,2002 Estimated average burden hours per response.............14.90 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _)]* KAISER GROUP HOLDINGS, INC. ------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------------------------ (Title of Class of Securities) 483059101 ----------------------------------------------- (CUSIP Number) Michael E. Tennenbaum Managing Member Tennenbaum & Co., LLC 11100 Santa Monica Boulevard, Suite 210 Los Angeles, California 90025 (310) 566-1000 ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 21, 2001 ------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |X|. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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 Exchange 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). CUSIP NO. 483059101 SCHEDULE 13D Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TENNENBAUM & CO., LLC; IRS No. 95-4587347 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 477,924 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 477,924 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 477,924 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.2%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- (1) Based on 1,585,221 shares of common stock outstanding as of November 9, , 2001, as reported by Kaiser Group Holdings, Inc. in its quarterly report on Form 10-Q for the quarter ended September 30, 2001. 2 CUSIP NO. 483059101 SCHEDULE 13D Page 3 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael E. Tennenbaum - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 190,300 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 477,924 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 190,300 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 477,924 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 688,224 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.2%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- (1) Based on 1,585,221 shares of common stock outstanding as of November 9, 2001, as reported by Kaiser Group Holdings, Inc. in its quarterly report on Form 10-Q for the quarter ended September 30, 2001. 3 ITEM 1. SECURITY AND ISSUER This Schedule 13D ("Statement") relates to shares of common stock, par value of $0.01 per share ("Shares"), of Kaiser Group Holdings, Inc., a Delaware corporation (the "Issuer"). The address of Issuer's principal executive offices is 9300 Lee Highway, Fairfax, Virginia 22031. ITEM 2. IDENTITY AND BACKGROUND (a) The names of the persons filing this Statement are Tennenbaum & Co., LLC, a Delaware limited liability company ("TCO") and Michael E. Tennenbaum, an individual (collectively, the "Reporting Persons"). (b) The address of the principal business office of the Reporting Persons is 11100 Santa Monica Boulevard, Suite 210, Los Angeles, California 90025. (c) Mr. Tennenbaum's principal occupation is serving as managing member of TCO. The principal business of TCO is making investments and managing assets. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person 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. (f) Mr. Tennenbaum is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION This Statement relates to the acquisition by the Reporting Persons from one or more sellers in the open market of 390,300 shares of Common Stock. The Reporting Persons purchased the 390,300 shares of Common Stock using the sources of funds described in Item 4 of the Cover Pages hereof as follows:
Number of Shares of ------------------- Date Reporting Person Common Stock Price Per Share ---- ---------------- ------------ --------------- 09/21/01 Tennenbaum & Co., LLC 40,000 $2.0800 09/25/01 Tennenbaum & Co., LLC 20,000 2.0600 09/26/01 Tennenbaum & Co., LLC 20,000 2.0700 09/26/01 Tennenbaum & Co., LLC 20,000 2.0700 10/02/01 Tennenbaum & Co., LLC 11,000 2.1000 10/04/01 Tennenbaum & Co., LLC 89,000 2.1284 12/18/01 Michael E. Tennenbaum 107,500 2.0300 12/21/01 Michael E. Tennenbaum 10,000 2.1983 12/24/01 Michael E. Tennenbaum 21,000 2.7347 12/28/01 Michael E. Tennenbaum 51,800 2.9560
4 ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons acquired the Common Stock of Issuer for investment purposes. The Reporting Persons evaluate their investment in the shares of Common Stock on a continuing basis. The Reporting Persons currently have no plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons, however, may at any time and from time to time, review or reconsider their position with respect to any of such matters. The Reporting Persons retain the right to change their investment intent, make further acquisitions of the Issuer's shares of Common Stock from one or more sellers in the open market and/or to dispose of all or a portion of the shares of Common Stock in the open market. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The shares of Common Stock identified in Item 1 constitute approximately 42.2% of the outstanding Common Stock of Issuer based on 1,585,221 shares of Common Stock outstanding as of November 9, 2001, as reported by the Issuer in its quarterly report on Form 10-Q for the quarter ended September 30, 2001. (b) Mr. Tennenbaum has the sole power of voting and disposition with respect to the 190,300 shares he has acquired. By reason of Mr. Tennenbaum's position as managing member of TCO, Mr. Tennenbaum and TCO may be deemed to share voting and disposition powers with respect to the shares TCO has acquired. (c) The Reporting Persons have not effected transactions in the Common Stock of Issuer within 60 days prior to the date of this statement. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER By reason of Mr. Tennenbaum's position as managing member of TCO, Mr. Tennenbaum and TCO may be deemed to share voting and disposition powers with respect to the shares TCO has acquired. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Joint Filing Agreement SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. March 26, 2002 /s/ Michael E. Tennenbaum ----------------------------------- Michael E. Tennenbaum, individually and as Managing Member of Tennenbaum & Co., LLC EXHIBIT INDEX
EXHIBIT NO. DOCUMENT Exhibit 1 Joint Filing Agreement
5 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Kaiser Group Holdings, Inc., and further agree that this Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning the other parties, unless such party knows or has reason to believe that such information is inaccurate. This Agreement may be executed in counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 26th day of March, 2002. TENNENBAUM & CO., LLC By: /s/ Michael E. Tennenbaum ------------------------- Michael E. Tennenbaum, its Managing Member /s/ Michael E. Tennenbaum ----------------------------- MICHAEL E. TENNENBAUM -----END PRIVACY-ENHANCED MESSAGE-----