-----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, Vf3AmOIwo+qjChPKgGNYNUFABcazAzr573dH+XjtOMVltuiDOWSKHhVEporV8vRu CgYi350fuaeczTCAIo/rUg== 0000950123-06-009028.txt : 20060717 0000950123-06-009028.hdr.sgml : 20060717 20060717093557 ACCESSION NUMBER: 0000950123-06-009028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060717 DATE AS OF CHANGE: 20060717 GROUP MEMBERS: BENNETT OFFSHORE RESTRUCTURING FUND, INC. GROUP MEMBERS: BENNETT RESTRUCTURING FUND, LP 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: 06963913 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 y23240sc13dza.txt AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) 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 ss.ss. 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. 5 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, May 25, 2006 and June 9, 2006. Item 4. Purpose of Transaction. On July 10, 2006, Bennett Management Corporation sent a letter to the Issuer's board of directors, a copy of which is attached as Exhibit 5 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 - ----------- ----------- 5 Letter, dated July 10, 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 July 17, 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 - ----------- ----------- 5 Letter, dated July 10, 2006, addressed to the Board of Directors of Kaiser Group Holdings, Inc., from Bennett Management Corporation. 4 EX-99.5 2 y23240exv99w5.txt LETTER TO BOARD OF DIRECTORS EXHIBIT 5 --------- BENNETT MANAGEMENT CORPORATION 2 Stamford Plaza - Suite 1501 281 Tresser Boulevard Stamford, CT 06901 Telephone: (203) 353-3101 Fax: (203) 353-3113 July 10, 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" or "the Company") via 8-K that the Board directed management to proactively 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. Two months have gone by since that announcement was made. In the interim, the unfavorable Nova Hut arbitration ruling has been returned. Given that this was the last large factor affecting Kaiser's valuation, and given that the enterprise is largely cash or its equivalents, it is fairly easy to make an assessment of what Kaiser is worth. Call it at least $40/share. The Nova Hut ruling was released to the market place on May 16. Since that time, the stock has hovered around $34/share, on little volume. That's a $6/share discount to real value, and is a daily indication that the market fundamentally finds Kaiser less appealing as a going-concern basis than it did as a liquidation play. Management has no demonstrable expertise in acquisitions, and certainly no network or deal flow. To pursue this strategy is to ask shareholders to pay for an uncertain learning curve. Why is this even being contemplated? Regardless, it would seem incumbent on your part, having floated the idea of re-deploying the Company's cash assets, to find a method for shareholders, who do not favor this approach, a fair exit value. It is now clear that the market's illiquidity and current share price do not provide that. Bennett has suggested a tender offer as the fairest method, and pointed out the benefits - the cessation of public reporting costs - to any shareholder who would wish to continue to own Kaiser shares in this new corporate strategy. Everyone, it seems to me, would benefit from a fuller and franker discussion of these matters than what is contained in the 8-K on file. Sincerely, /s/ John V. Koerber - ----------------------------------------- John V. Koerber Managing Director, Bennett Management Corporation -----END PRIVACY-ENHANCED MESSAGE-----