-----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, D9Cnbmqe+T8iPrLQNVf+Qmm8a3NutcQqDN0gjwoCZIBFlekqM47NL1/4hJlUtxgp yCdhlUHo7XK4mwMnRZDliw== 0000950123-06-007530.txt : 20060609 0000950123-06-007530.hdr.sgml : 20060609 20060609100539 ACCESSION NUMBER: 0000950123-06-007530 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060609 DATE AS OF CHANGE: 20060609 GROUP MEMBERS: BENNETT OFFSHORE RESTRUCTURING FUND, INC. GROUP MEMBERS: BENNETT RESTRUCTURING FUND, LP 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 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: 06895639 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 SC 13D/A 1 y22138sc13dza.txt AMENDMENT NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) 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. 4 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 (collectively, the "Reporting Persons"), and supplements and amends the Statement on Schedule 13D originally filed with the Commission on May 10, 2001, as amended September 6, 2005, May 12, 2006 and May 25, 2006. ITEM 4. PURPOSE OF TRANSACTION. On June 2, 2006, Bennett Management Corporation sent a letter to the Issuer's board of directors, a copy of which is attached as Exhibit 4 of this Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby supplemented by adding the following exhibit:
Exhibit No. Description - ----------- ----------- 4 Letter, dated June 2, 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 June 9, 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 - ----------- ----------- 4 Letter, dated June 2, 2006, addressed to the Board of Directors of Kaiser Group Holdings, Inc., from Bennett Management Corporation.
4 EX-99.4 2 y22138exv99w4.txt LETTER TO THE BOARD OF DIRECTORS EXHIBIT 4 BENNETT MANAGEMENT CORPORATION 2 STAMFORD PLAZA - SUITE 1501 281 TRESSER BOULEVARD STAMFORD, CT 06901 TELEPHONE: (203) 353-3101 FAX: (203) 353-3113 June 2, 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: I have previously written on behalf of Bennett Management Corporation ("Bennett") to register our strong objections regarding the recent announcement by Kaiser Group Holdings, Inc. ("Kaiser") that it may seek "potential acquisition opportunities". Converting Kaiser into some kind of publicly-held buy-out or venture capital fund is a likely destroyer of shareholder value and should not be pursued. I have also written to you, based on a conversation with Michael Tennenbaum, and asked three direct questions of the Board. They were: - 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. Through Doug McMinn's letter of May 18th, you have informed me that it was not possible to "comment on communications between shareholders". Your response does not answer any of my three direct questions, and you are clearly capable of answering all three. I would appreciate, as I am sure all shareholders would, answers to these questions. In the Board's directive to management of April 21st to explore proactively potential acquisition opportunities, you specifically want to identify possibilities "that could take advantage of the Company's [Kaiser's] structure as a public company." Given the accepted wisdom that compliance with Sarbanes-Oxley provision for small companies is financially onerous, it is difficult to imagine what advantage there is in staying public. Indeed, in your 10-Q filing of May 12th, it is noted that the Board has twice (on March 31, 2005 and June 20, 2005) unanimously approved a 1-for-20 reverse split, which would have the effect of deregistering the company, and terminating its reporting requirements. If it is your unanimous decision to take such an action, and it will save shareholders' money, please follow the necessary steps to carry it out. Of course, as you know, such an act would require you to value the company and make a cash payment to those shareholders left with partial or de minimis share holdings. If you are going to do that, and you have in effect voted unanimously to do just that, then you might as well do what Bennett Management has suggested: Form an independent committee, value the company, and then make a cash tender to all shareholders. Given that the value of Kaiser is in all likelihood in excess of $40 per share, you would be doing a great service to all shareholders. As I write, the current market quote is $34.50/share, implying a great dissatisfaction with Company's announcement in the 8-K to use Kaiser cash to make acquisitions. Sincerely, /s/ John V. Koerber - ------------------------------ John V. Koerber Managing Director, Bennett Management Corporation -----END PRIVACY-ENHANCED MESSAGE-----