EXHIBIT 99(b)
ICF KAISER INTERNATIONAL, INC.
NOTICE OF GUARANTEED DELIVERY
of 12% Senior Notes due 2003, Series A
As set forth in the Prospectus dated ______, 1997 (the "Prospectus") of ICF
Kaiser International, Inc. (the "Company") under "The Exchange Offer--How to
Tender" and in the Letter of Transmittal for 12% Senior Notes due 2003, Series A
(the "Letter of Transmittal"), this form or one substantially equivalent hereto
must be used to accept the Exchange Offer (as defined below) of the Company if:
(i) certificates for the above-referenced Notes (the "Old Notes") are not
immediately available; (ii) time will not permit all required documents to reach
the Exchange Agent (as defined below) on or prior to the Expiration Date (as
defined in the Prospectus); or (iii) the procedures for book-entry transfer
cannot be completed on or prior to the Expiration Date (as defined below). Such
form may be delivered by hand or transmitted by telegram, facsimile transmission
or letter to the Exchange Agent.
To: Bankers Trust Company
(the "Exchange Agent")
By Facsimile: (212) 250-6961 or (212) 250-6392
By Mail:
Bankers Trust Company
Corporate Trust and Agency Group
Reorganization Department
P.O. Box 1458
Church Street Station
New York, New York 10008-1458
Hand/Overnight Delivery:
Bankers Trust Company
Corporate Trust and Agency Group
Receipt & Delivery Window
123 Washington Street, 1st Floor
New York, New York 10006
Delivery of this instrument to an address other than
as set forth above or transmittal of this instrument to
a facsimile number other than as set forth
above does not constitute a valid delivery.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and conditions set
forth in the Prospectus and the Letter of Transmittal (which together constitute
the "Exchange Offer"), receipt of which are hereby acknowledged, the principal
amount of Old Notes set forth below pursuant to the guaranteed delivery
procedures described in the Prospectus and the Letter of Transmittal.
The undersigned understands and acknowledges that the Exchange Offer will expire
at 5:00 p.m., New York City time, on _______, 1997, unless extended by the
Company. With respect to the Exchange Offer, "Expiration Date" means such time
and date, or if the Exchange Offer is extended, the latest time and date to
which the Exchange Offer is so extended by the Company.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
SIGNATURES Principal amount of Old Notes Exchanged:
_____________________________________ $____________________________________________
Signature of Owner
_____________________________________ Certificates Nos. of Old Notes (if available)
Signature of Owner (if more than one)
Dated: _______________, 1997 _____________________________________________
_____________________________________________
Name(s): ____________________________ IF OLD NOTES WILL BE DELIVERED BY BOOK-
_____________________________________ ENTRY TRANSFER, PROVIDE THE DEPOSITORY
TRUST COMPANY ("DTC") ACCOUNT NO:
Address:_____________________________
(Include Zip Code) Account No.: __________________________________
Area Code and Telephone No.:_________
Capacity (full tile), if signing in a
representative capacity: ____________
Taxpayer Identification or Social
Security No: ________________________
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a member of a recognized signature guarantee medallion program
within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, hereby guarantees that certificates representing the principal amount
of Old Notes tendered hereby in proper form for transfer, or timely confirmation
of the book-entry transfer of such Old Notes into the Exchange Agent's account
at The Depository Trust Company, in either case with delivery of a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and any
other required documents, is being made within five New York Stock Exchange
trading days after the date of execution hereof.
____________________________________ ______________________________________
Name of Firm Authorized Signature
____________________________________
Number and Street or P.O. Box Title:________________________________
-----
____________________________________
City State Zip Code Date:_________________________________
----
Tel. No.: __________________________
Fax No.: ___________________________
NOTE: DO NOT SEND CERTIFICATES REPRESENTING OLD NOTES WITH THIS NOTICE. OLD
NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED
AND DULY EXECUTED LETTER OF TRANSMITTAL.