-----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, I+jdQcCEGZ14kDF9Qsf039FYJPGAsad3oWkqhSDKLaJvKWhzdR8911ydwpPtQ742 ssWsP3MpzdLGhK4vDFqHLQ== 0000950123-06-006963.txt : 20060525 0000950123-06-006963.hdr.sgml : 20060525 20060525145325 ACCESSION NUMBER: 0000950123-06-006963 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060525 DATE AS OF CHANGE: 20060525 GROUP MEMBERS: BENNETT OFFSHORE RESTRUCTURING FUND INC GROUP MEMBERS: BENNETT RESTRUCTURING FUND L P 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41027 FILM NUMBER: 06866907 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BENNETT JAMES D CENTRAL INDEX KEY: 0001027829 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2033533101 MAIL ADDRESS: STREET 1: C/O BENNETT MANAGEMENT CORP STREET 2: 2 STAMFORD PLZ STE 1501 281 TRESSER BLVD CITY: STAMFORD STATE: CT ZIP: 06901 SC 13D/A 1 y21766sc13dza.txt AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) KAISER GROUP HOLDINGS, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 483059101 (CUSIP Number) JAMES D. BENNETT C/O BENNETT MANAGEMENT CORPORATION 2 STAMFORD PLAZA SUITE 1501 281 TRESSER BOULEVARD STAMFORD, CONNECTICUT 06901 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) N/A (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. [ ] (Continued on following pages) ITEM 1. SECURITIES AND THE ISSUER. The name of the issuer is Kaiser Group Holdings, Inc. (the "Issuer"). The address of the Issuer's offices is 9300 Lee Highway, Fairfax, Virginia 22031-1207. This Amendment No. 3 to the Statement on Schedule 13D (the "Schedule 13D") relating to the Issuer's Common Stock, $0.01 par value per share, is being filed jointly by James D. Bennett, a United States citizen, Bennett Restructuring Fund, L.P., a Delaware limited partnership and Bennett Offshore Restructuring Fund, Inc., a Cayman Islands exempted company (the "Reporting Persons"), and supplements and amends the Statement on Schedule 13D originally filed with the Commission on May 10, 2001, as amended, by Amendment No. 1 filed on September 6, 2005 and Amendment No. 2 filed on May 12, 2006. ITEM 4. PURPOSE OF TRANSACTION. On May 18, 2006, Bennett Management Corporation sent a letter to the Issuer's board of directors, a copy of which is attached as Exhibit 3 of this Schedule 13D. Douglas W. McMinn, the President and Chief Executive Officer and a director of the Issuer, responded to this letter, stating that it "is not possible" for him to "comment on communications that occur between stockholders." ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby supplemented by adding the following exhibit: Exhibit No. Description 3 Letter, dated May 18, 2006, addressed to the Board of Directors of Kaiser Group Holdings, Inc., from Bennett Management Corporation. 2 SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated May 25, 2006 JAMES D. BENNETT* By: /s/ James D. Bennett ------------------------------------ Name: James D. Bennett BENNETT RESTRUCTURING FUND, L.P.* By: Restructuring Capital Associates, L.P. General Partner By: Bennett Capital Corporation General Partner By: /s/ James D. Bennett ------------------------------------ Name: James D. Bennett Title: President BENNETT OFFSHORE RESTRUCTURING FUND, INC.* By: /s/ James D. Bennett ------------------------------------ Name: James D. Bennett Title: Director - ---------- * The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein. 3 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 3 Letter, dated May 18, 2006, addressed to the Board of Directors of Kaiser Group Holdings, Inc., from Bennett Management Corporation.
4 EX-99.3 2 y21766exv99w3.txt LETTER EXHIBIT 3 BENNETT MANAGEMENT CORPORATION 2 STAMFORD PLAZA -- SUITE 1501 281 TRESSER BOULEVARD STAMFORD, CT 06901 TELEPHONE: (203) 353-3101 FAX: (203) 353-3113 May 18, 2006 To: Board of Directors Kaiser Group Holdings, Inc. c/o Mr. Douglas W. McMinn, Chief Executive Officer Kaiser Group Holdings, Inc. 9300 Lee Highway Fairfax, VA 22031 Gentlemen: None of you has replied to my letter dated April 23, 2006. My firm was, however, contacted by Michael Tennenbaum regarding the letter. Michael apparently takes the position that, since he and his sons control over 40% of Kaiser's shares, he (and not the board) is entitled to set policy for Kaiser. Michael indicated that he intends to ensure that Kaiser will in fact, turn itself into an investing vehicle and that he will personally 'vet' any acquisition made by Kaiser. This was a surprise to me, since Kaiser's only direct public disclosure on this point is to the effect that Kaiser's board is merely considering this possible radical change in strategic direction. Could you please clarify, for my benefit and the benefit of all other shareholders, - - whether the directors of Kaiser have delegated or otherwise ceded control over the company's strategic direction to Mr. Tennenbaum; - - whether a decision has in fact been made to begin investing in other businesses; and - - if and when a decision has been taken to fundamentally change Kaiser's strategic direction, what the board plans to do to ensure that the shareholders who do not subscribe to this change receive fair value for their shares. We believe an alternative for minority shareholders is required. An independent committee of the board should hire an outside advisor, and establish the fair value of the company. Given yesterday's 8-K filing re the Nova Hut matter, there are few unknowns, and the company's assets are largely cash, so this is an easy exercise to complete. We believe the fair market value of Kaiser exceeds $40 per share (book value at March 31, 2006 was $43.96/sh, not adjusted for the Nova Hut decision.) Using this valuation, Kaiser should then make a tender offer for all shares, factoring in a change of control premium. The cost of the tender can be easily financed by the cash on Kaiser's balance sheet. Any shareholder would then have the choice of i) taking cash, or ii) investing in Tennenbaum's new strategic plan. Sincerely, /s/ John V. Koerber - ------------------------------ John V. Koerber Managing Director, Bennett Management Corporation -----END PRIVACY-ENHANCED MESSAGE-----