-----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, UEwVkRDge34PrTfqU/aQDyoglhfE5wkcjNLxLKLyLisPGWnOWaYSPT3XOsKyVs/q 9A43SU9GBYGYav43Tf9LeA== 0000898430-97-005377.txt : 19971222 0000898430-97-005377.hdr.sgml : 19971222 ACCESSION NUMBER: 0000898430-97-005377 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971219 SROS: AMEX SROS: PSE GROUP MEMBERS: MICHAEL E. TENNENBAUM GROUP MEMBERS: TENNENBAUM & CO LLC GROUP MEMBERS: TENNENBAUM & CO., LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICF KAISER INTERNATIONAL INC CENTRAL INDEX KEY: 0000856200 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 541437073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41027 FILM NUMBER: 97741422 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: AMERICAN CAPITAL & RESEARCH CORP /DE/ DATE OF NAME CHANGE: 19910314 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TENNENBAUM & CO LLC CENTRAL INDEX KEY: 0001018962 STANDARD INDUSTRIAL CLASSIFICATION: [] 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 SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* ICF Kaiser International, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 449244102 --------------------------------------------------------- (CUSIP Number) Michael E. Tennenbaum Tennenbaum & Co., LLC 1999 Avenue of the Stars, Suite 1010 Los Angeles, CA 90067 (310) 788-3334 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 1997 --------------------------------------------------------- (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 [ ]. 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 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). (Continued on following pages) (Page 1 of 8 pages) SEC 1746 (12-91) - ----------------------- --------------------- CUSIP NO. 449244102 SCHEDULE 13D PAGE 2 OF 8 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tennenbaum & Co., LLC IRS No.:95-4587347 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 2,100,000 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 2,100,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,100,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 OO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ----------------------- --------------------- CUSIP NO. 449244102 SCHEDULE 13D PAGE 3 OF 8 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael E. Tennenbaum S.S. No.: ###-##-#### - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 2,100,000 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 2,100,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,100,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer This statement on Schedule 13D (the "Statement") relates to the Common Stock, par value $.01 per share (the "Shares"), of ICF Kaiser International, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 9300 Lee Highway, Fairfax, Virginia 22031-1207. Item 2. Identity and Background Tennenbaum & Co., LLC is a limited liability company organized under the laws of Delaware ("TCO"), whose address is 1999 Avenue of the Stars, Los Angeles, CA 90067. The principal business of TCO is managing assets and monitoring services. TCO's managing member is Michael E. Tennenbaum, a United States citizen, who has the same address. Mr. Tennenbaum's principal occupation is managing member of TCO. TCO and Mr. Tennenbaum are collectively referred to herein as the "Reporting Persons." During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and other minor offenses) or (ii) 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. Item 3. Sources and Amounts of Funds or Other Consideration As of the close of business December 18, 1997, TCO had purchased an aggregate of 2,100,000 Shares for total consideration (including brokerage commissions) of $5,220,361. The funds for such purchases were derived from TCO's working capital. Item 4. Purpose of the Transaction The Reporting Persons acquired the Shares as an investment. They intend to monitor and evaluate the investment on a continuing basis; and based upon their evaluation from time to time, they may acquire additional Shares, dispose of all or a portion of the Shares beneficially owned by them, submit one or more proposals for the consideration of management of the Company, and/or communicate with other shareholders of the Company. On December 19, 1997, Mr. Tennenbaum sent a letter addressed to the Company's Board of Directors, a copy of which is attached hereto as Exhibit A. Except as set forth above and in the letter attached hereto as Exhibit A, the Reporting Persons 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. Item 5. Interest in Securities of the Issuer The shares identified pursuant to Item 1 constitute approximately 9.4% of the outstanding Common Stock of the Company, based upon the Company's most recent available filing with the Securities and Exchange Commission. TCO has shared powers of voting and disposition with respect to the Shares. By reason of his position as managing member of TCO, Michael E. Tennenbaum may be deemed to share such powers of voting and disposition. Set forth on Exhibit B, attached hereto, is information concerning all transactions in the Company's Common Stock by the Reporting Persons that were effected within 60 days prior to the date of this statement. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits Exhibit 99.A: Letter to the Board of Directors of ICF Kaiser International, Inc., dated as of December 19, 1997. Exhibit 99.B: Transactions in Common Stock of the Company. 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. /s/ Michael E. Tennenbaum ----------------------------------------- Michael E. Tennenbaum, individually and as managing member of Tennenbaum & Co., LLC EX-99.A 2 LETTER TO BOARD OF DIRECTORS OF ICF KAISER INT'L EXHIBIT 99.A December 19, 1997 Board of Directors ICF Kaiser International, Inc. Ladies and Gentlemen: Tennenbaum & Co., LLC, is one of the largest shareholders of ICF Kaiser International, Inc. (the "Company"), currently owning beneficially almost 10% of the outstanding common stock. Enclosed is the schedule 13D filing we filed pursuant to the Securities Exchange Act of 1934. As your management is aware, we believe that the Company has substantial unrealized growth and earnings potential. However, realization of such potential requires a substantial change in the Company's operations and capital structure. The recent increase in the Company's bank line merely restores the bank line to its prior level. Earlier this year, we made several proposals to assist the Company in accomplishing these objectives, which were rejected and withdrawn. Regrettably, the Company has failed to address its operating and capital needs; and the results of operations have been increasingly unsatisfactory. In April, the Company projected 1997 earnings of $.25 per share, including earnings of $.04 in Q1, $.06 in Q2, $.07 in Q3 and $.08 in Q4. Actual earnings for the nine months ended September 30, 1997 were only $.01 per share, 94% below the projections. Furthermore, the Company has failed to win several large contracts that it stated were "Key Long Term Prospects." Since the Company has neither reduced costs substantially nor won enough large engineering and construction contracts, we see no likelihood that 1998 earnings will be satisfactory. Unfortunately, the Company's current problems are even more widespread than this year's missed earnings projections and new business shortfalls. The Company's balance sheet is extremely weak and invites criticism by both customers and competitors, impairing the Company's ability to win jobs for which it would otherwise be qualified. The Company badly needs greater financial strength, including a refinancing, in order to (a) reduce its cost of capital and (b) effectively compete with its large competitors, all of which are better capitalized. Our conclusions regarding the Company's problems appear to be shared by a number of your other important stakeholders, Board members, employees and other shareholders. Three prestigious Board members departed in the last year. Key employees have been departing and the Company's competitive strength is being eroded. No research analysts follow your stock, which limits its upside. Your stock would be under $2 per share were it not for our purchases. It has become apparent that the best remaining opportunity for the Company to realize value for its shareholders is to combine with a strategic partner at a valuation of the Company's stock at approximately $5.00 per share. We request that you commence immediately, and publicly announce, a process to achieve such a combination. We are willing to assist the Board as an advisor should you require our services. We believe that your fiduciary obligations would be well- served by such a process; we are certain that your shareholders would support it. With diligent effort, a business combination could be presented for approval by shareholders at the 1998 Annual Meeting. If such a proposal is not forthcoming, we nevertheless believe shareholders should have the opportunity to express their views on this subject of fundamental importance. Therefore, please treat this as a formal request that management include, in its proxy statement and proxy card, an opportunity for shareholders to vote on the following resolution: RESOLVED, that the interests of this corporation and its shareholders will best be served through a business combination of this corporation with another company; and FURTHER RESOLVED, that the Board of Directors is hereby requested to approve, and present for stockholder approval, such a business combination at the earliest time practicable. Of course, if a business combination is presented for approval at the Annual Meeting, we will be pleased to discuss withdrawal of this resolution. Sincerely, TENNENBAUM & CO., LLC By /s/ Michael E. Tennenbaum ------------------------- Michael E. Tennenbaum Managing Member EX-99.B 3 TRANSACTIONS IN COMMON STOCK OF THE COMPANY EXHIBIT 99.B The Reporting persons engaged in the following transactions in Shares of the Company during the past sixty (60) days.
REPORTING PERSON WITH DATE OF NUMBER OF PRICE PER SHARE DIRECT BENEFICIAL OWNERSHIP TRANSACTION SHARES (INC. COMMISSIONS) - ----------------------------- ------------- ----------- -------------------- Tennenbaum & Co., LLC 10/20/97 10,000 $2.53 Tennenbaum & Co., LLC 10/21/97 6,500 $2.46 Tennenbaum & Co., LLC 10/22/97 1,500 $2.46 Tennenbaum & Co., LLC 12/10/97 50,000 $2.28 Tennenbaum & Co., LLC 12/10/97 500,000 $2.31* Tennenbaum & Co., LLC 12/11/97 67,000 $2.58 Tennenbaum & Co., LLC 12/12/97 35,300 $2.63 Tennenbaum & Co., LLC 12/15/97 105,000 $2.57 Tennenbaum & Co., LLC 12/16/97 19,200 $2.55 Tennenbaum & Co., LLC 12/17/97 20,800 $2.58 Tennenbaum & Co., LLC 12/18/97 202,700 $2.81
* Private transaction -----END PRIVACY-ENHANCED MESSAGE-----