-----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, NlzYPTVioffaeDbdCIRy+Eiw26Q3zMqLLQiB0GYOdLQ0XC8MpqR+ZzJ7Q21rtzgM 5svaxxvPh3dZb3P6+z6G3g== 0000899140-98-000299.txt : 19980716 0000899140-98-000299.hdr.sgml : 19980716 ACCESSION NUMBER: 0000899140-98-000299 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980715 SROS: NASD 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: 98666913 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: SG COWEN SECURITIES CORP CENTRAL INDEX KEY: 0001066036 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 131976032 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2124955618 MAIL ADDRESS: STREET 1: FINANCIAL SQUARE CITY: NEW YORK STATE: NY ZIP: 10005-3597 SC 13D 1 SCHEDULE 13D INITIAL FILING 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 (Title of Class of Securities) 449244102 (CUSIP Number) Rodd M. Baxter, Esq. SG Cowen Securities Corporation Financial Square New York, New York 10005-3597 (212) 495-5618 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] SCHEDULE 13D CUSIP No. 449244102 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SG Cowen Securities Corporation 13-1976032 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions) 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of New York 7. SOLE VOTING POWER 90,000 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 1,224,565 REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 90,000 10. SHARED DISPOSITIVE POWER 1,650,265 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,740,265 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.22% 14. TYPE OF REPORTING PERSON (See Instructions) BD, IA, CO Item 1. Security and Issuer. ------------------- This statement containing the information required by Schedule 13D relates to the Common Stock, par value $0.01 per share (the "Shares"), of ICF Kaiser International, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), which has its principal executive offices at 9300 Lee Highway, Fairfax, Virginia 22031. Item 2. Identity and Background. ----------------------- This Statement is being filed by SG Cowen Securities Corporation, a New York corporation ("SG Cowen"). SG Cowen's principal business address is Financial Square, New York, New York 10005. SG Cowen serves as the U.S. investment banking and securities underwriting, dealing and brokerage arm of Societe Generale, a banking corporation organized under the laws of France ("SG"), and provides full-service execution, clearing, deal structuring and administrative services for Societe Generale's customer base, which is widely distributed across Europe and the United States. SG Cowen is involved in a broad range of financial services, including corporate underwriting and strategic advisory services, institutional sales and trading coverage, industry research and asset management. Mr. Joseph M. Cohen is a director and the Chairman of the Board of SG Cowen. The principal occupation of Mr. Cohen is to serve as the Chairman of the Board of SG Cowen. Mr. Cohen is a citizen of the United States. The principal business address of Mr. Cohen is Financial Square, New York, New York 10005. Mr. Curtis Welling is the Chief Executive Officer and President and a director of SG Cowen. The principal occupation of Mr. Welling is to serve as the Chief Executive Officer and President of SG Cowen. Mr. Welling is a citizen of the United States. The principal business address of Mr. Welling is 1221 Avenue of the Americas, New York, New York 10020. Mr. James Kelly is the Chief Operating Officer of SG Cowen. The principal occupation of Mr. Kelly is to serve as the Chief Operating Officer of SG Cowen. Mr. Kelly is a citizen of the United States. The principal business address of Mr. Welling is 1221 Avenue of the Americas, New York, New York 10020. Mr. Ray Moran is the Senior Managing Director of SG Cowen. The principal occupation of Mr. Moran is to serve as the Senior Managing Director of SG Cowen. Mr. Moran is a citizen of the United States. The principal business address of Mr. Moran is Financial Square, New York, New York 10005. Mr. James M. Walsh is a director of SG Cowen. The principal occupation of Mr. Walsh is to serve as the Head of the Private Client and Industry Services Group of SG Cowen. Mr. Walsh is a citizen of the United States. The principal business address of Mr. Walsh is 1221 Avenue of the Americas, New York, New York 10020. Mr. Jacques Bouhet is a director of SG Cowen. The principal occupation of Mr. Bouhet is to serve as the Deputy Chief Executive Officer, International & Finance Division and a member of the Management Committee of SG. Mr. Bouhet is a citizen of France and his principal business address is Societe Generale, Tour Societe Generale, 17 Cours Valmy, 92972 Paris - La Defense, France. Mr. Jean-Benard Guillebert is a director of SG Cowen. The principal occupation of Mr. Guillebert is to serve as the Counselor to the President of SG. Mr. Guillebert is a citizen of France and his principal business address is Societe Generale, Tour Societe Generale, 17 Cours Valmy, 92972 Paris - La Defense, France. Mr. Jean Huet is a director of SG Cowen. The principal occupation of Mr. Huet is to serve as the Chief Executive Officer of SG Americas and a member of the Management Committee SG. Mr. Huet is a citizen of France and his principal business address is 1221 Avenue of the Americas, New York, New York 10020. Mr. Alain Joyet is a director of SG Cowen. The principal occupation of Mr. Joyet is to serve as President of SG (Canada) Montreal. Mr. Joyet is a citizen of France and his principal business address is Societe Generale, Tour Societe Generale, 17 Cours Valmy, 92972 Paris - La Defense, France. Mr. Gerald Lacaze is a director of SG Cowen. The principal occupation of Mr. Lacaze is to serve as a Deputy Director SG. Mr. Lacaze is a citizen of France and his principal business address is Societe Generale, Tour Societe Generale, 17 Cours Valmy, 92972 Paris - La Defense, France. Mr. Robert Le Roux is a director of SG Cowen. The principal occupation of Mr. Le Roux is to serve as a Director of SG. Mr. Le Roux is a citizen of France and his principal business address is Societe Generale, Tour Societe Generale, 17 Cours Valmy, 92972 Paris - La Defense, France. Mr. Jean-Paul Oudet is a director of SG Cowen. The principal occupation of Mr. Oudet is to serve as a Director of SG and a member of the Management Committee of SG. Mr. Oudet is a citizen of France and his principal business address is Societe Generale, Tour Societe Generale, 17 Cours Valmy, 92972 Paris - - La Defense, France. Mr. Yves Tuloup is a director of SG Cowen. The principal occupation of Mr. Tuloup is to serve as the Chief Executive Officer of the International & Finance Division of SG and a member of the Management Committee of SG. Mr. Tuloup is a citizen of France and his principal business address is Societe Generale, Tour Societe Generale, 17 Cours Valmy, 92972 Paris - La Defense, France. None of SG Cowen and Messrs. Cohen, Welling, Kelly, Moran, Walsh, Bouhet, Guillebert, Huet, Joyet, Lacaze, Le Roux, Oudet and Tuloup (collectively, the "SG Directors and Officers") has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such 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. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The aggregate cost of the Shares beneficially owned by SG Cowen was approximately $6,432,383. These Shares were acquired using available funds held in SG Cowen's clients' discretionary brokerage accounts or investment management accounts over which SG Cowen exercises discretionary authority. Some of these accounts are margin accounts maintained with SG Cowen which extends margin credit to its clients as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations and SG Cowen's credit policies. However, to the best knowledge of SG Cowen, none of its margin account clients incurred any borrowing in connection with the acquisition of the Shares. Item 4. Purpose of Transaction. ---------------------- On July 1, 1998, pursuant to an Acquisition Agreement, dated as of February 22, 1998, by and among Cowen & Company ("Cowen") and Cowen Incorporated, the general partner of Cowen & Company ("Cowen Inc."), and SG, SG purchased certain assets and assumed certain liabilities of Cowen and Cowen Inc. (the "Acquisition"). Under the terms of the Acquisition, the business of Cowen and Cowen Inc. was transferred to Societe Generale Securities Corporation ("SGSC"), a subsidiary of SG, and SGSC was renamed SG Cowen Securities Corporation ("SG Cowen"). In connection with the Acquisition, SG Cowen acquired the Shares from Cowen, which previously acquired the Shares for the purpose of making an investment in the Company. SG Cowen from time to time may acquire additional Shares through open market or privately negotiated transactions depending on existing market conditions and other considerations discussed below. SG Cowen intends to review its investment in the Company on a continuing basis and, depending upon the price and availability of the Shares, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to SG Cowen and its clients, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase, or to decrease, the size of its investment in the Company. On March 13, 1998, Cowen, Cowen Inc., Mr. Joseph M. Cohen and Jarrod M. Cohen (collectively, the "Cohen Parties"), entered into a letter agreement (the "Letter Agreement") with the Company. Pursuant to the Letter Agreement, at the written request of Jarrod M. Cohen at any time between July 1, 1998 and December 31, 1998, the Company's Board of Directors will take all steps necessary to create, and elect Jarrod M. Cohen to fill, a vacancy in the class of 2000 on the ICF Board. Mr. Jarrod M. Cohen is a Managing Director of SG Cowen. Under the Letter Agreement, the Cohen Parties agreed not to consent to be a nominee for election to the Company's Board, and to vote in favor of the nominees proposed by the Company's Board, at the 1998 annual meeting of the Company's shareholders. The Cohen Parties also agreed not to take any of the following actions until December 31, 1998 and as long as Mr. Jarrod M. Cohen or any designee of the Cohen Parties remains a member of the Company's Board: (i) subject any of the Company's voting securities to a voting trust or voting agreement, (ii) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934 (the "Exchange Act")), in opposition to any recommendation of the Board of Directors of the Company, (iii) 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 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 Cohen Party), (iv) become, alone or in conjunction with others, an "Acquiring Person", as defined in the Company's Shareholder Rights Plan as adopted on January 13, 1992, or (v) dispose of any voting securities of the Company to any person who, to the knowledge of the Cohen Parties, as a result of acquiring such voting securities would become an "Acquiring Person". Each of the Cohen Parties also agreed to be present, in person or by proxy, at all meetings of the shareholders of the Company with respect to which the Cohen Parties receive notice so that all voting securities owned by any of them may be counted for the purpose of determining the presence of a quorum at such meetings. On July 1, 1998, at the request of Mr. Jarrod M. Cohen pursuant to the Letter Agreement, Mr. Jarrod M. Cohen was elected a member of the Company's Board to fill the vacancy resulted from the resignation of a director of the Company. Mr. Jarrod Cohen will serve as a director of the Company until the 2000 annual meeting of the Company's shareholders or until his successors is duly elected. Except as set forth herein, none of SG Cowen (as successors to the business of Cowen and Cowen Inc.) and SG Cowen Directors and Officers has any plans or proposal which relate to or would result in (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any material change in the present capitalization or dividend policy of the Company; (e) any other material change in the Company's business or corporate structure; (f) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition or control of the Company by any person; (g) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (i) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a)-(b) As of the date hereof, the aggregate number and percentage of outstanding Shares beneficially owned by SG Cowen, including the number of Shares as to which it has sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition or shared power to dispose or direct the disposition, is set forth as follows: Percentage of Outstanding Number of Shares Shares ---------------- ------------- Beneficially owned (aggregate): 1,740,265 7.22% With sole power to vote: 90,000 0.37% With shared power to vote: 1,224,565 5.08% With sole power to dispose: 90,000 0.37% With shared power to dispose: 1,650,265 6.84% SG Cowen shares voting and dispositive power as to 1,224,565 and 1,650,265 Shares, respectively, with certain clients of SG Cowen. In the regular course of its business, SG Cowen manages securities held in the discretionary brokerage accounts and the investment management accounts of its clients. None of these clients individually owns beneficially more than five percent of the outstanding Shares. As of June 30, 1998, the number of Shares outstanding, as reported by the Company, was 24,119,802. The number of Shares beneficially owned by SG Cowen represent 7.22% of the outstanding Shares. Other than Mr. Joseph Cohen, none of the SG Cowen Directors and Officers has any beneficial ownership in any Shares. Mr. Joseph Cohen in his individual capacity owns 176,000 Shares, which represent 0.73% of the outstanding Shares. (c) Within the sixty (60) days prior to July 15, 1998, SG Cowen effected on behalf of itself and its clients with market makers in the Shares the following sale of the Shares for its clients' discretionary or investment management accounts: Sale Date Number of Shares Per Share Price --------- ---------------- --------------- 05/07/98 5,000 $2.83 During such sixty-day period, SG Cowen did not effect any purchase of the Shares, either on behalf of itself or on behalf of its clients. (d) Clients of SG Cowen having Shares held in their discretionary brokerage or investment management accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sales of, the Shares. None of such clients have any interest relating to more than five percent of the Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. -------------------------------------------------------- None. Item 7. Material to Be Filed as Exhibits. -------------------------------- Letter Agreement, dated March 13, 1998, among the Company, Cowen, Cowen Inc., Joseph M. Cohen and Jarrod M. Cohen, attached hereto as Exhibit A. After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Schedule 13 is true, complete and correct. Date: July 15, 1998 SG COWEN SECURITIES CORPORATION By: /s/ David Sarns ---------------------------- David Sarns Chief Administrative Officer EX-99.1 2 LETTER AGREEMENT EXHIBIT A ICF KAISER INTERNATIONAL, INC. 9300 Lee Highway Fairfax, Virginia 22031-2107 March 13, 1990 Jarrod M. Cohen Cowen Incorporated Financial Square New York, NY 10005-3597 Dear Jarrod: The purpose of this letter is to set forth the agreements we have reached as a result of recent discussions. It will become effective on the date of your execution of this letter (the "Effective Date"). As promptly as practicable after receipt of your written request at any time between July 1, 1998 and December 31, 1998, the Board of Directors of ICF Kaiser International, Inc. (the "Company") will take all steps necessary to create, and elect you to fill, a vacancy in the class of 2000 on the Board of Directors of the Company. As you know, the Board has been on record since early 1997 as to its intent to add several other outside directors to reach a total size of twelve, with three management directors and nine outsiders. Consistent with that intent, the Board has proposed to nominate Michael E. Tennenbaum for election to the Company's Board of Directors at the 1998 annual meeting on the terms outlined in the attachment. For your part, you, Cowen & Company, Cowen Incorporated and Joseph M. Cohen (the "Cohen Parties") agree as follows: (a) You will not consent (and will withdraw any previously granted consent) to be a nominee for election to the Company's Board of Directors at the 1998 annual meeting of the Company's shareholders. (b) At the Company's 1990 annual meeting of shareholders the Cohen Parties will vote in favor of the nominees for election as directors proposed by the Company's Board of Directors. (c) During the period commencing on the Effective Date and ending on the later of (x) December 31, 1998 or (y) if you elect to become a member of the Board of Directors prior to December 31, 1998, the date you or any other designee of the Cohen Parties ceases to be a member of the Board of Directors, the Cohen Parties shall not, without the express written consent of a majority of the directors of the Company other than the Cohen Parties or their designees: (i) subject any of the Company's voting securities to a voting trust or voting agreement; (ii) solicit proxies or become a "Participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), in opposition to any recommendation of the Board of Directors of the Company; (iii) 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 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 Cohen Party); (iv) become, alone or in conjunction with others, an "Acquiring Person" as defined in the Company's Shareholder Rights Plan as adopted January 13, 1992; or (v) dispose of any voting securities of the Company to any person who, to the knowledge of the Cohen Parties, as a result of acquiring such voting securities would become an "Acquiring Person" as defined in the Company's Shareholder Rights Plan as adopted January 13, 1992. (d) Each of the Cohen 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 Cohen Parties receives 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. (e) For purposes of this letter (x) "Affiliate" shall have the same meaning as Affiliate under Rule 12b-2 under the Exchange Act, and (y) "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. If the foregoing accurately summarizes our agreement, please sign where indicated below. Very truly yours, ICF KAISER INTERNATIONAL, INC. By:/s/ James D. Edwards --------------------------- James O. Edwards Chairman of the Board and Chief Executive Officer COWEN & COMPANY By:/s/ David Sarns ---------------------------- Name: David Sarns Title: Chief Administrative Officer Dated March 24, 1998 COWEN INCORPORATED By:/s/ David Sarns ---------------------------- Name: David Sarns Title: Chief Administrative Officer Dated March 24, 1998 /s/Joseph M. Cohen - ------------------------------- Joseph M. Cohen Dated: March 24, 1998 /s/ Jarrod M. Cohen - ------------------------------- Jarrod M. Cohen Dated: March 24, 1998 ICF KAISER INTERNATIONAL, INC. 9300 Lee Highway Fairfax, Virginia 22031-2107 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 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 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. If the foregoing accurately summarizes our agreement, please sign where indicated below. Very truly yours, ICF KAISER INTERNATIONAL, INC. BY:/s/ James O. Edwards --------------------------- James O. Edwards Chairman of the Board and Chief Executive Officer TENNENBAUM & CO., L.L.C. By:/s/ Michael E. Tennenbaum -------------------------- Michael E. Tennenbaum, Managing Member Dated: March 13, 1998 /s/Michael E. Tennenbaum -------------------------- Michael E. Tennenbaum, Individually Dated: March 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----