-----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, Cm06k/F0hhv77OO8duY7rsiH2++I1YKyjlW0PZCh8rpLJQGgxYBKJqTtu7MV9rlW EMuoXLNP5PFMcicdQPu/vw== 0000898430-98-000957.txt : 19980318 0000898430-98-000957.hdr.sgml : 19980318 ACCESSION NUMBER: 0000898430-98-000957 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980317 SROS: NYSE GROUP MEMBERS: MICHAEL E. TENNENBAUM 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/A SEC ACT: SEC FILE NUMBER: 005-41027 FILM NUMBER: 98567506 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/A 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/A 1 AMENDMENT #1 TO SCHEDULE 13D -------------------------------- OMB APPROVAL -------------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 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. 1 )* ----- ICF Kaiser International, Inc. - ---------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share ---------------------------------------------------------------------------- (Title of Class of Securities) 449244-10-2 ---------------------------------------------------------------------------- (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) March 13, 1998 ---------------------------------------------------------------------------- (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 7 pages) This Amendment No. 1 to Schedule 13D is being filed on behalf of the undersigned Reporting Persons to amend the Schedule 13D dated December 19, 1997 (the "Schedule 13D"), relating to shares of Common Stock, par value $0.01 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. This Amendment No. 1 supplements, and to the extent inconsistent therewith, amends the information set forth in the Schedule 13D. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings set forth in the Schedule 13D. Item 4. Purpose of Transaction Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Items 4 and 6 to the Schedule 13D are hereby amended and restated in their entirety as follows: As previously reported, the Reporting Persons acquired the Shares of the Company as an investment. On March 13, 1998, the Board of Directors of the Company and Michael E. Tennenbaum, a Reporting Person, executed the Letter Agreement attached as Exhibit 1 hereto (the "Agreement"). The Reporting Persons intend to propose to the Company various programs to enhance shareholder value, intend to discuss the Company from time-to-time with members of the management of the Company, its Board of Directors and their advisors, may communicate with other shareholders and interested parties concerning the Company, and may exercise any and all of their respective rights as shareholders of the Company in a manner consistent with their equity interests and Mr. Tennenbaum's fiduciary duties as a member of the Company's Board of Directors (assuming he is elected), subject to the Agreement. Subject to the Agreement, the Reporting Persons may from time to time (i) acquire additional Shares (subject to availability at prices deemed favorable) in the open market, in privately negotiated transactions or otherwise, or (ii) dispose of Shares at prices deemed favorable in the open market, in privately negotiated transactions or otherwise. Except as set forth above and in the Schedule 13D, none of the Reporting Persons has any present plan or intention which would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 7. Material to be Filed as Exhibits Exhibit 99.1 Letter Agreement, dated as of March 13, 1998, between the Board of Directors of ICF Kaiser International, Inc. and Michael E. Tennenbaum individually and as Managing Member of Tennenbaum and Co., LLC. 2 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 3 EX-1 2 LETTER AGREEMENT DATED 3-13-98 Exhibit 99.1 ICF KAISER INTERNATIONAL, INC. 9300 Lee Highway Fairfax, Virginia 22031-2107 March 13, 1998 Mr. Michael E. Tennenbaum Tennenbaum & Co., L.L.C. 1999 Avenue of the Stars, Suite 1010 Los Angeles, CA 90067-6022 Dear Michael: The purpose of this letter is to set forth the agreements we have reached as a result of discussions over the past several days. It will become effective on the date of your execution of this letter (the "Effective Date"). The Board of Directors of ICF Kaiser International, Inc. (the "Company") will nominate, recommend and solicit proxies for your election as a director, for a three-year term, at the 1998 annual meeting of shareholders. Also, the Board of Directors has acted to unconditionally and irrevocably offer Jarrod Cohen the opportunity to join the Board at his written request at any time between July 1, 1998 and December 31, 1998 for a term extending to the annual meeting of shareholders in 2000, and until his successor is elected. For your part, you and Tennenbaum & Co., L.L.C. (the "Tennenbaum Parties") agree as follows: (a) During the period commencing on the Effective Date and ending on the earlier of (i) five years after the Effective Date and (ii) the day after the date the Tennenbaum Parties and all of their Affiliates cease to be the Beneficial Owners of any of the Company's voting securities ("Restricted Securities"), the Tennenbaum Parties shall not, without the express written consent of a majority of the directors of the Company not designated by the Mr. Michael E. Tennenbaum March 13, 1998 Page 2 Tennenbaum Parties pursuant to this Agreement, acquire, directly or indirectly, any voting securities of the Company if, following such acquisition, such Tennenbaum Parties, together with their Affiliates, would directly or indirectly be the Beneficial Owners of voting securities of the Company representing in the aggregate more than 19.5% of the total combined voting power of all issued and outstanding securities of the Company (it being understood that this provision shall not be violated if such Tennenbaum Parties and their Affiliates become entitled to exercise voting power in excess of such percentage as a result of any event or circumstance other than the acquisition by such Tennenbaum Parties or their Affiliates of Beneficial Ownership of additional voting securities of the Company). The Company hereby agrees that it shall not take any action, including without limitation, any amendment to its Shareholders Rights plan, that would prevent the Tennenbaum Parties from acquiring additional securities within the limitations set forth herein. (b) During the period (i) between the date hereof and May 1, 1998 and (ii) that you or another person who is an Affiliate of the Tennenbaum Parties is a member of the Board of Directors, and for a period of 90 days thereafter, the Tennenbaum Parties shall not, without the express written consent of a majority of the directors of the Company not designated by the Tennenbaum Parties pursuant to this Agreement: (x) subject any Restricted Securities to any voting trust or voting agreement; (y-1) recruit, or engage in organizing persons not nominated by the Board of Directors to oppose the Board of Directors nominated candidates in an election; or (y-2) financially support (including contributing money, lending money, furnishing credit or entering into any other arrangements or contracts regarding financing) a proxy contest for Board of Directors candidates to oppose the candidates nominated by the Board of Directors; or (y-3) provide any material, non-public information gained in your position as Director to opposing Board candidates, except as required by law, and then only after notice to the Company. (z) join a partnership, limited partnership, syndicate or other group, or otherwise act in concert with any other person, for the purpose of acquiring holding, voting Mr. Michael E. Tennenbaum March 13, 1998 Page 3 or disposing of voting securities of the Company, or otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act (in each case other than solely with another Tennenbaum Party). (c) Each of the Tennenbaum Parties shall be present, in person or by proxy, and without further action hereby agree that they shall be deemed (to the extent permitted by law) to be present, at all meetings of the stockholders of the Company with respect to which the Tennenbaum Parties receive notice so that all voting securities of the Company owned by any of them may be counted for the purpose of determining the presence of a quorum at such meetings. (d) For purposes of this letter (i) "Affiliate" shall have the same meaning as Affiliate under Rule 12b-2 under the Exchange Act, and (ii) "Beneficial Owner" shall have the same meaning as "Beneficial Owner" under Rule 13d-3 under the Exchange Act, and "Beneficial Ownership" shall have a correlative meaning. The agreements set forth in paragraphs (a)-(d) above shall terminate and be of no further effect in the event (i) you are not elected as a director of ICF Kaiser, as contemplated herein, on or before May 30, 1998; or (ii) Jarrod Cohen does not become a director upon his acceptance of the offer referred to above. The Company hereby agrees to promptly reimburse the Tennenbaum Parties for all reasonable and necessary documented out-of-pocket expenses incurred by them (including, but not limited to fees and disbursements of counsel) in connection with their proposals to the Board of Directors of the Company and the potential solicitation of proxies for the election of directors to the Company, up to a maximum of $25,000. Mr. Michael E. Tennenbaum March 13, 1998 Page 4 If the foregoing accurately summarizes our agreement, please sign where indicated below. Very truly yours, ICF KAISER INTERNATIONAL, INC. By: _______________________________________ James O. Edwards Chairman of the Board and Chief Executive Officer TENNENBAUM & CO., L.L.C. By: ----------------------------- Michael E. Tennenbaum, Managing Member Dated: March ___, 1998 ------------------------------- Michael E. Tennenbaum, individually Dated: March___, 1998 -----END PRIVACY-ENHANCED MESSAGE-----