Washington, DC 20549

 

Form 10-K

 

 

Registrant’s telephone number including area code: (720) 889-2770

 

Name of each exchange on which registered:

None

 

Securities registered pursuant to Section 12(b) of the Act:

None

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).  Yes o No ý

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates, based on the closing sales price of the Common Stock on the Over-the-Counter Bulletin Board on June 30, 2003, was $19,447,566.40.  For purposes of this computation, all officers, directors, and 5 percent beneficial owners of the registrant (as indicated in Item 12) are deemed to be affiliates.  Such determination should not be deemed an admission that such directors, officers, or 5 percent beneficial owners are, in fact, affiliates of the registrant.

 

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes ý No o

 

The Plan of Reorganization of Kaiser Group International, Inc. under Chapter 11 of the Bankruptcy Code became effective on December 18, 2000.  The Plan provides, among other things, that holders of shares of common stock of Kaiser Group International, Inc. received shares of common stock of Kaiser Group Holdings, Inc. and that holders of specified outstanding debt obligations and other specified claimants received cash and shares of preferred stock and common stock of Kaiser Group Holdings, Inc., all in accordance with the terms set forth in the Plan. The initial distribution of securities occurred as of April 17, 2001.

 

As of March 26, 2004, there were 1,594,270 shares of Common Stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Registrant’s definitive proxy statement to be prepared in connection with the Annual Meeting of Shareholders to be held May 5, 2004 are incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 

TABLE OF CONTENTS

 

 

PART I
Item 1.	Business
Item 2.	Properties
Item 3.	Legal Proceedings
Item 4.	Submission of Matters to a Vote of Security Holders
Item 4A.	Executive Officers of the Company
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters
Item 6.	Selected Consolidated Financial Data
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.	Quantitative and Qualitative Information about Market Risk
Item 8.	Financial Statements and Supplementary Data
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Item 9A.	Controls and Procedures
PART III
Item 10.	Directors and Executive Officers of the Registrant
Item 11.	Executive Compensation
Item 12.	Security Ownership of Certain Beneficial Owners and Management
Item 13.	Certain Relationships and Related Transactions
Item 14.	Principal Accounting Fees and Services
PART IV
Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K
	Signatures

 

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PART I

 

Item 1.                    Business

 

Corporate History; Overview

 

Kaiser Group Holdings, Inc. is a Delaware holding company formed on December 6, 2000 for the purpose of owning all of the outstanding stock of Kaiser Group International, Inc.  Kaiser Group International, Inc. continues to own the stock of its remaining subsidiaries.  On June 9, 2000, Kaiser Group International, Inc. and 38 of its domestic subsidiaries voluntarily filed for protection under Chapter 11 of the United States Bankruptcy Code in the District of Delaware (case nos. 00-2263 to 00-2301). Kaiser Group International, Inc. emerged from bankruptcy with a confirmed Plan of Reorganization (the Second Amended Plan of Reorganization (the Plan)) that was effective on December 18, 2000.  In this document, we frequently use the terms “we” and “Kaiser” to refer to Kaiser Group Holdings, Inc., Kaiser Group International, Inc. and other subsidiaries we own.

 

Under the Plan, Kaiser Group International, Inc. sold some of its businesses and made payments of cash and stock to various classes of creditors described in Note 2 to the Consolidated Financial Statements.  We now have only a limited number of activities, assets and liabilities, primarily consisting of the following:

 

•                  We own Kaiser-Hill Company, LLC equally with CH2M Hill Companies Ltd.  Kaiser-Hill is our major source of income.  Kaiser-Hill currently serves as the general contractor at the U.S. Department of Energy’s Rocky Flats Environmental Technology Site, a former Department of Energy nuclear weapons production facility near Denver, Colorado.  Kaiser-Hill has performed for the Department of Energy at this site since 1995 and in January 2000 was awarded a new contract to manage the closure of the site.  The level of success experienced by Kaiser-Hill in achieving timely closure of the Rocky Flats site, and the cost of achieving such closure, are the primary determinants of our long-term financial performance following the completion of the reorganization process.  See “Kaiser-Hill” below for additional information on Kaiser-Hill.

•                  We have a substantial claim, pending resolution, against the owner of a steel mini-mill that we constructed for Nova Hut, s.a. in the Czech Republic.  The engineering and construction of the mini-mill was completed in 2000 by a subsidiary of Kaiser Group International, Inc. called Kaiser Netherlands, B.V.  See “Nova Hut” below for additional information on the Nova Hut project.

•                  Until September 30, 2002 we held a minority ownership interest in ICF Consulting Group, Inc. (a division that Kaiser Group International, Inc. sold in 1999).  We continue to hold an 8½% subordinated promissory note from ICF Consulting due June 25, 2006 in the principal amount of $6.4 million as a result of that transaction.

•                  We have a wholly-owned captive insurance company that is not at this time issuing new policies and is solely involved in resolving remaining claims made against previously issued policies.

•                  We have an ongoing obligation to fund a capped post-employment medical benefit plan for a fixed group of retirees.

 

General Terms and Distribution Status of Plan of Reorganization

 

The effectiveness of the Plan as of December 18, 2000 did not in and of itself complete the bankruptcy process.  The process of resolving in excess of $500 million of claims initially filed in the bankruptcy is ongoing.  By far the largest class of claims (Class 4) was made up of creditor claims other than trade creditor and equity claims. Class 4 claims included holders of Kaiser Group International, Inc.’s senior subordinated notes due 2003 (Old Subordinated Notes). Holders of allowed Class 4 claims received a combination of cash and our preferred (New Preferred) and common stock (New Common) in respect of their claims. Such holders received one share of New Preferred and one share of New Common for each $100 of claims. However, the number of shares of New Preferred issued was reduced by one share for each $55.00 of cash received by the holder of an allowed Class 4 claim.

 

Pursuant to the terms of the Plan, we were required to complete our initial bankruptcy distribution within 120 days of the effective date of the Plan.  Accordingly, on April 17, 2001, we effected our initial distribution of cash, New Preferred and New Common to holders of Class 4 claims allowed by the Bankruptcy Court.  At that time, there were approximately $136.8 million of allowed Class 4 claims.  The amount of unresolved claims remaining at April 17, 2001 was approximately $130.5 million.

 

To address the remaining unresolved claims, the Bankruptcy Court issued an order on March 27, 2001 establishing an Alternative Dispute Resolution (ADR) procedure whereby the remaining claimants and we produce limited supporting data relative to their respective positions and engage in initial negotiation efforts in an attempt to reach an agreed claim

 

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determination.  If necessary, the parties were thereafter required to participate in a non-binding mediation before a mediator pre-selected by the Bankruptcy Court.  All unresolved claims as of March 27, 2001 became subject to the ADR process. Since April 17, 2001, the date of the initial distribution, $123.0 million of asserted claims have been withdrawn, negotiated or mediated to an agreed amount, resulting in cash payments approximating $2.2 million and issuances of 683 shares of New Preferred and 823 shares of New Common. As of March 26, 2004, the amount of unresolved claims was approximately $7.5 million. We expect to resolve the remaining claims in the first six months of 2004 and currently believe that the total amount of Class 4 claims ultimately to be allowed in the Old Kaiser bankruptcy proceeding will not exceed $142.5 million.  As demonstrated by the claim settlements completed since April 17, 2001, and based on the belief that it is in the Company’s and its shareholders’ best interest, we have been settling certain remaining Class 4 claims entirely for cash payments in lieu of the combination of cash and New Preferred and New Common as contemplated in the Plan.  We intend to continue to use this settlement alternative during its resolution of remaining Class 4 claims.

 

From time to time in the future, as remaining unresolved claims are resolved, excess cash from the “reserve” fund (including cash added to “reserve” fund in payment of pro forma dividends, classified as interest expense subsequent to July 1, 2003, on retained shares of New Preferred) must be used to redeem outstanding shares of New Preferred.  In January 2003, we redeemed 282,000 shares of outstanding New Preferred by using $8.9 million and $5.2 million of restricted and unrestricted cash, respectively.  In October 2003, we redeemed 113,530 shares of outstanding New Preferred by using $1.6 million and $4.6 million of restricted and unrestricted cash, respectively.    In February 2004, we redeemed 95,932 shares of New Preferred by using $3.2 million of restricted cash and $2.1 million of unrestricted cash.

 

Kaiser-Hill

 

Our major remaining asset and primary source of income is our 50% ownership interest in Kaiser-Hill Company, LLC, which we own equally with CH2M Hill Companies Ltd.  Kaiser-Hill was formed solely for the performance of the current and former Rocky Flats contracts.  CH2M Hill designates three of the five members of Kaiser-Hill’s Board of Managers, and we designate two members.

 

Kaiser-Hill currently serves as the general contractor at the U.S. Department of Energy’s Rocky Flats Environmental Technology Site near Denver, Colorado. Kaiser-Hill has performed since 1995 at this site, a former Department of Energy nuclear weapons production facility.  Kaiser-Hill is working to safely stabilize, package and ship radioactive materials, remediate facilities contaminated with hazardous and radioactive waste, and restore much of the 6,000-acre site to its natural state for future use as a national wildlife refuge.  The level of success experienced by Kaiser-Hill in achieving timely closure of the Rocky Flats site, and the cost of achieving such closure, are the primary determinants of our long-term financial performance.

 

Effective February 1, 2000, Kaiser-Hill was awarded a new contract pursuant to which Kaiser-Hill provides services that will complete the restoration of the Rocky Flats site and close it to Department of Energy occupation.  The economic terms of the contract provide that Kaiser-Hill will earn revenue equal to the actual cost of completing the project plus a performance fee based on a combination of factors involving the actual cost of completing the site closure project and the actual date of completing the project.

 

On March 24, 2004 Kaiser-Hill received a contract modification that motivates safe continuing positive performance by increasing the maximum fee ceiling that may be earned under the Closure Contract.  The same contract modification reduces the minimum fee floor and includes other provisions related to work scope changes.  The potential fee to be earned pursuant to the Closure Contract as recently modified ranges from $75.0 million to $560.0 million based on Kaiser-Hill’s costs to complete the site closure being within the range of completion costs of $3.12 billion and $4.86 billion, and completion at various dates between 2005 and 2007.  For project costs saved below a target level, Kaiser-Hill retains a varying percentage share ranging from 20% to 30% as additional incentive fee.  Similarly, for project costs incurred above a target level, Kaiser-Hill’s incentive fee is reduced by a 30% share.  Kaiser-Hill recently received a contract modification that motivates safe continuing positive performance by increasing the maximum fee ceiling that may be earned under the contract.  The same contract modification reduces the minimum fee floor and includes other provisions related to work scope changes.  See Item 7. - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of this activity.

 

Nova Hut

 

Although Old Kaiser sold its Metals, Mining and Industry business unit in August 2000, it retained its Netherlands subsidiary, Kaiser Netherlands, B.V., which had been responsible for a turnkey engineering and construction services contract for the construction of a steel mini-mill in the Czech Republic for Nova Hut.  After construction of the mini-mill was complete in 2000, the contract with Nova Hut provided for a maximum of three possible performance tests. The first performance test was

 

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completed on November 13, 2000. Kaiser Netherlands believes that the first performance test was successful and that Nova Hut should have agreed to final acceptance of the mini-mill and made final payment of amounts accrued by Kaiser Netherlands throughout the project, including fee and retention amounts with release of performance guarantee instruments.  Nova Hut, however, asserted that the first test was not successful. Kaiser Netherlands believes that such contention may have been put forth in response to severe financial constraints on Nova Hut’s operations resulting from weakening conditions in the worldwide steel market and the significant amounts that Kaiser Netherlands believed it was contractually due. To date, this dispute has not been resolved, and Kaiser Netherlands has resorted to legal proceedings to enforce its rights.  The primary legal venue up until this time has been the Delaware bankruptcy proceeding for Old Kaiser, where the Company has asserted claims against Nova Hut and the International Finance Corporation (“IFC”).  The Delaware bankruptcy court has previously ruled that the Company, as opposed to Kaiser Netherlands, could proceed with prosecution of its specific claims against Nova Hut and IFC in the Delaware bankruptcy court venue.  Both Nova Hut and IFC appealed this ruling and during the first quarter 2004, the Delaware bankruptcy court’s decision regarding the IFC was overturned by the District Court, ruling that the IFC enjoys sovereign immunity from prosecution.  Kaiser Holdings has filed a notice of appeal to the Third Circuit regarding this decision in favor of the IFC.  At this date, the Nova Hut appeal is still pending at the District Court level.

 

In December 2003, the International Chamber of Commerce (“ICC”), under the dispute resolution provisions of the Nova Hut mini-mill subcontract between Kaiser Netherlands and the mini-mill’s main equipment supplier, Tippins, Inc., issued a final award that was on balance favorable to Kaiser Netherlands.  As a result of the ruling, Kaiser Netherlands was relieved of the obligation to pay additional retention to Tippins and Kaiser Netherlands was awarded a net cash settlement of $2.6 million.  The Company has not recorded this settlement due to the uncertainties regarding collectibility.  However, the Company intends to vigorously pursue collection of this settlement.

 

In January 2004, Kaiser Netherlands filed arbitration claims against Nova Hut in excess of $40.0 million with the ICC.  The arbitration panel is currently being constituted, and the first hearing should take place during the second or third quarter of 2004 with the earliest possible final award ruling being issued sometime in 2005.  Nova Hut has submitted a $46.0 million counterclaim against Kaiser Netherlands in these same ICC proceedings.

 

The continued litigation of these disputes, as well as the cost of a possible ongoing presence in Ostrava, Czech Republic, has had and will continue to have a negative impact on the cash flow of Kaiser Netherlands and Kaiser Holdings.

 

Based on the Company’s continued concern over Nova Hut’s financial difficulties and the lack of a settlement resulting from an earlier, bankruptcy court-sponsored mediation, in the fourth quarter of 2003 the Company further reduced the carrying value of the remaining Nova Hut project assets from $6.0 million to $3.0 million by recording an additional reserve of $3.0 million, net of a $1.1 million income tax benefit, through a charge to “Loss from Discontinued Operations”.  This reserve is in addition to a reserve recorded in 2001, which reduced the carrying value of the Nova Hut project assets from $21.6 million to $6.0 million by recording a reserve of approximately $9.8 million, net of a $5.8 million income tax benefit, through a charge to “Loss from Discontinued Operations”.  These adjustments to the project asset carrying value have been determined based on the Company’s estimate of Nova Hut’s current ability to pay such liability.

 

Other Retained Assets, Activities and Obligations

 

Until September 30, 2002, we owned a 10% interest in ICF Consulting Group, Inc., a privately held entity, that was retained by Kaiser Group International, Inc. when it sold its Consulting Group in June 1999.  In September 2002 we consummated a settlement of outstanding disputes with ICF Consulting.  As a result of that transaction, we continue to hold an 8½% subordinated note from ICF Consulting due June 25, 2006 in the principal amount of $6.4 million, net of a $0.5 million reserve for uncollectibility.

 

We own a captive insurance company that is not at this time engaged in issuing new policies but is solely engaged in the process of resolving existing claims.  Restrictions on the insurance company’s cash balances, maintained to support statutory insurance reserves, will be released as reserve requirements decrease in the future and to the extent such cash balances are not used in payment of resolved claims.

 

We also have the obligation to pay certain medical, disability and life insurance benefits to a fixed group of retirees for life.  Such plans cover certain individuals who retired prior to 1993.  There are approximately 653 retirees and dependents currently covered by the plans, the average age of whom is approximately 80.  The actuarially determined present value of this obligation as of December 31, 2003, based on the existing commitments, interest rate assumptions and related medical benefit insurance policies, was $7.5 million, net of an unrecognized actuarial loss of $0.6 million.  Although we intend to attempt to reduce remaining exposures relative to the costs of this obligation in the future, there can be no guarantee that this will be feasible, nor can we estimate the amount of potential future savings with any reasonable degree of accuracy.

 

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Our assets also include those subsidiaries that were not debtors in the Kaiser Group International, Inc.’s bankruptcy proceedings.  However, many of those subsidiaries are foreign entities and, except for Kaiser Netherlands which performed services for the Nova Hut project and those subsidiaries related to Kaiser-Hill, subsidiaries that were not debtors in Kaiser Group International, Inc.’s bankruptcy proceedings do not have material value.  It is anticipated that a number of such subsidiaries will be dissolved or otherwise cease to exist or become totally inactive.

 

Our Board of Directors will consider whether we will engage in any additional business activities in the future.  Among other things, it is anticipated that the Board of Directors will consider whether we should attempt to take advantage of the successful history of Kaiser Group International, Inc. in the government services market, either independently and through Kaiser-Hill or affiliates, in order to develop a new revenue base.

 

Insurance

 

We have a risk management and insurance program in place that provides a range of coverages tailored to the needs of the reorganized company.  Insurance coverages include policies for fiduciary, crime, directors and officers liability, property, general liability, workers’ comp, and professional liability “runoff” coverage to deal with liabilities arising from past activities and projects, if necessary.

 

We believe that the insurance coverages we maintain, including self-insurance, protect against risks that are comparable to those of similar businesses of our scope and present operating profile and that related coverage amounts are economically reasonable. At this time, we expect to continue to be able to obtain insurance in amounts generally available to firms with a similar profile.  Insurance costs are rising, and there can be no assurance that the insurance coverage and levels maintained by us will continue to be reasonably available.  An insured claim, or uninsured claim for that matter, arising out of pre-reorganization or post-reorganization activities of Kaiser Group International, Inc., if successful and of sufficient magnitude, could have a material adverse effect on our financial position.

 

Government Regulation

 

We may, from time to time, either individually or in conjunction with other government contractors operating in similar types of businesses, be involved in U.S. government investigations for alleged violations of procurement or other federal laws and regulations.  No charges presently are known to have been filed against Kaiser Group International, Inc. or our other subsidiaries by these agencies.

 

Employees

 

As of March 26, 2004, we had approximately 11 part-time employees.

 

Company Website Information

 

We currently do not maintain a website.

 

Item 2.                    Properties

 

We owned no properties at December 31, 2003, and leased properties at that date were located at 12303 Airport Way, Broomfield, Colorado, 80021-0007 and 9302 Lee Highway, Fairfax, Virginia 22031-1207.

 

Item 3.                    Legal Proceedings

 

On June 9, 2000, Kaiser Group International, Inc. and 38 of its wholly owned subsidiaries filed petitions for relief under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the District of Delaware in order to facilitate the restructuring of Kaiser Group International Inc.’s long-term debt, trade and other obligations. Kaiser Group International, Inc. continued to operate as a debtor-in-possession subject to the Bankruptcy Court’s supervision and orders until its Plan of Reorganization was confirmed on December 5, 2000 and became effective on December 18, 2000. The provisions of such Plan are further described under Item 1 of this Report, in Note 2 to the Consolidated Financial Statements, and in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2000 by Kaiser Group International, Inc.

 

In the course of normal business activities, various claims or charges have been asserted and litigation commenced against Kaiser Group International, Inc. arising from or related to properties, injuries to persons, and breaches of contract, as well as

 

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claims related to acquisitions and dispositions. Such claims are now part of the overall bankruptcy proceeding. Claimed amounts may not bear any reasonable relationship to the merits of the claim or to a final court award. In the opinion of management, an adequate reserve has been provided for final judgments, if any, in excess of insurance coverage, that might be rendered against Kaiser Group International, Inc. in the event of unsuccessful bankruptcy resolution. The continued adequacy of reserves is reviewed periodically as progress on such matters ensues.

 

Item 4.                    Submission of Matters to a Vote of Security Holders

 

No matter was submitted to a vote to security holders during the fourth quarter of 2003.

 

Item 4A.                 Executive Officers of the Company

 

John T. Grigsby Jr., 64, is President and Chief Executive Officer and serves on the Board of Managers of Kaiser-Hill.  Mr. Grigsby is also the President of John Grigsby and Associates, Inc., a firm which he founded in June 1984 to provide consulting assistance to financially distressed and reorganizing companies.  Mr. Grigsby has served as the Trustee for the Transcom Creditors’ Trust and has served as chief executive officer of a number of financially distressed companies, including Super Shops, Inc., Auto Parts Club, Reddi Brake, Rose Auto Stores-Florida, Inc. as well as for a number of Chapter 11 debtors, including Pro Set, Inc., Lomas Financial Corporation and Thomson McKinnon Securities, Inc.  Mr. Grigsby is also a member of the Board of Directors of First Southern Bancorp of Boca Raton, Florida.

 

Marijo L. Ahlgrimm, 43, is Executive Vice President and Chief Financial Officer. Prior to becoming Executive Vice President and Chief Financial Officer upon the effectiveness of Old Kaiser’s Plan, Ms. Ahlgrimm served as Senior Vice President and Corporate Controller of the predecessor Kaiser entities since December, 1997. From 1993 to 1997, Ms. Ahlgrimm was Vice President and Controller of an information technology service provider that was subsequently acquired by TRW in December, 1997. Ms. Ahlgrimm was a manager with PricewaterhouseCoopers LLP from 1985 to 1993. Ms. Ahlgrimm graduated from the University of Wisconsin-Madison (B.B.A.).  Ms. Ahlgrimm is also the Chief Financial/Administrative Officer of a privately held information technology provider located in Rockville, Maryland.

 

PART II

 

Item 5.                    Market for Registrant’s Common Equity and Related Stockholder Matters

 

Market Information

 

Effective with implementation of Kaiser’s Plan of Reorganization, on or about April 17, 2001 each 96 shares of Old Common were exchanged for 1 share of New Common.  New Common currently trades on the Over-the-Counter Bulletin Board system under the symbol “KGHI”. The Over-the-Counter Bulletin Board quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.  At March 26, 2004, there were 134 shareholders of record of the New Common.

 

The following table sets forth the high and low sale prices for the New Common as reported on the Over-the-Counter Bulletin Board.

 

 

 

Our Transfer Agent and Registrar is EquiServe Trust Company, N.A, P.O. Box 43069, Providence, RI 02940-3069.  The Shareholder Relations telephone number is (781) 575-2723, the hearing impaired numbers are (800) 952-9245 and (781) 575-2692 for callers outside of the United States, and the internet address is http://www.equiserve.com.

 

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Kaiser Group International, Inc. never paid cash dividends on its Old Common.  We anticipate that no cash dividends will be paid on the New Common for the foreseeable future and that our earnings will be retained for use in the business and, consistent with the terms of the New Preferred and the KGP put rights described in Note 8 to the Consolidated Financial Statements, be used to pay dividends on and redeem outstanding shares of New Preferred.  Our Board of Directors determines our dividend policy based on its results of operations, required payment of dividends on New Preferred, financial condition, capital requirements, and other circumstances.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

The following table sets forth information as of December 31, 2003 with respect to compensation plans under which equity securities of the Company are authorized for issuance:

 

 

Plan Category		(I) Number of securities to be issued upon exercise of outstanding options and warrants		(II) Weighted- average exercise price of outstanding options and warrants		(III) Number of securities remaining available for future issuance under plans
Equity compensation plans approved by shareholders		—		—		150,000
Equity compensation plans not approved by shareholders		—		—		—
Total		—		—		150,000

 

Recent Sales of Unregistered Securities

 

On April 17, 2001, we made a distribution of cash, New Preferred and New Common to holders of Class 4 claims allowed by the Bankruptcy Court.  Holders of Class 4 claims received one share of New Preferred and one share of New Common for each $100 of claims.  However, the number of shares of New Preferred issued was reduced by one share for each $55.00 of cash received by the holder of an allowed Class 4 claim.  On April 17, 2001, we issued an aggregate of 1,136,024 shares of New Preferred and 1,368,632 shares of New Common to the holders of allowed Class 4 claims. On March 13, 2002, we issued 683 shares of New Preferred to KE Realty Service, Inc. in connection with the settlement of its Class 4 claim.  These issuances were exempt from registration under Section 1145 of the U.S. Bankruptcy Code.

 

In January 2003, we issued shares of New Common to the following directors as part of their compensation for service as officers and Board of Directors:  John T. Grigsby, Jr. (1,000 shares), James J. Maiwurm (1,000 shares), Jon B. Bennett (1,000 shares), and Frank E. Williams, Jr. (1,000 shares).  These issuances were exempt for registration under Section 4(2) of the Securities Act of 1933.

 

Item 6.                    Selected Consolidated Financial Data

 

Selected consolidated financial data of Kaiser Group Holdings, Inc. for the years ended December 31, 2003, 2002 and 2001 and of Kaiser Group International, Inc. for the years ended December 31, 2000 and 1999, have been derived from our and/or Kaiser Group International, Inc.’s audited consolidated financial statements. This information should be read in conjunction with the Consolidated Financial Statements and the related notes thereto appearing elsewhere in this Report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Certain reclassifications have been made to the prior period financial statements to conform to the presentation used in the December 31, 2003 Consolidated Financial Statements.

 

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Selected Consolidated Financial Data

(in thousands, except per share data)

 

		Successor Company									Predecessor Company
		2003			2002			2001			2000			1999
Statement of Operations Data:
Gross revenue		$	—		$	—		$	—		$	271,385		$