EXHIBIT 99(d)
ICF KAISER INTERNATIONAL, INC.
Offer to Exchange
$1,000 in principal amount of
12% Senior Notes due 2003, Series B,
for
each $1,000 in principal amount of
outstanding 12% Senior Notes due 2003, Series A,
that were issued and sold in a transaction
exempt from registration under the Securities
Act of 1933, as amended
To Our Clients:
Enclosed for your consideration is a Prospectus dated _________, 1997 (as the
same may be amended or supplemented from time to time the "Prospectus") and a
form of Letter of Transmittal (the "Letter of Transmittal") relating to the
offer (the "Exchange Offer") by ICF Kaiser International, Inc. (the "Company")
to exchange up $15,000,000 in aggregate principal amount of its 12% Senior Notes
due 2003, Series B (the "Exchange Notes"), for up to $15,000,000 in aggregate
principal amount of its outstanding 12% Senior Notes due 2003, Series A, that
were issued and sold in a transaction exempt from registration under the
Securities Act of 1933, as amended (the "Old Notes").
The material is being forwarded to you as the beneficial owner of the Old Notes
carried by us for your account or benefit but not registered in your name. A
tender of any Old Notes may be made only by us as the registered holder and
pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to tender any or
all Old Notes, pursuant to the terms and conditions set forth in the Prospectus
and Letter of Transmittal. We urge you to read carefully the Prospectus and
Letter of Transmittal before instructing us to tender your Old Notes.
Your instructions to us should be forwarded as promptly as possible in order to
permit us to tender Old Notes on your behalf in accordance with the provisions
of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York
City time, on _____, __________, 1997, unless extended (the "Expiration Date").
Old Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to
the procedures described in the Prospectus, at any time prior to the Expiration
Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount of
the Exchange Notes for each $1,000 principal amount of the Old Notes, of
which $15,000,000 aggregate principal amount of the Old Notes was
outstanding as of ________, 1997. The terms of the Exchange Notes are
substantially identical (including principal amount, interest rate,
maturity, security and ranking) to the terms of the Old Notes, except that
the Exchange Notes (i) are freely transferrable by holders thereof (except
as provided in the Prospectus) and (ii) are not entitled to certain
registration rights and certain additional interest provisions that are
applicable to the Old Notes under a Registration Rights Agreement dated as
of December 23, 1996
(the "Registration Rights Agreement") between the Company and BT Securities
Corporation, as initial purchaser.
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CONDITIONS, SEE "THE EXCHANGE
OFFER--CONDITIONS TO THE EXCHANGE OFFER" IN THE PROSPECTUS.
3. The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New
York City time, on __________, 1997, unless extended.
4. The Company has agreed to pay the expenses of the Exchange Offer except
as provided in the Prospectus and the Letter of Transmittal.
5. Any transfer taxes incident to the transfer of Old Notes from the
tendering holder to the Company will be paid by the Company, except as
provided in the Prospectus of the Letter of Transmittal.
The Exchange Offer is not being made to nor will exchange be accepted from or on
behalf of holders of Old Notes in any jurisdiction in which the making of the
Exchange Offer or the acceptance thereof would not be in compliance with the
laws of such jurisdiction.
If you wish to have us tender any or all of your Old Notes held by us for your
account or benefit, please so instruct us by completing, executing and returning
to us the instruction form that appears below. The accompanying Letter of
Transmittal is furnished to you for informational purposes only and may not be
used by you to tender Old Notes held by us and registered in our name for your
account or benefit.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed material
referred to therein relating to the Exchange Offer of ICF Kaiser International,
Inc., including the Prospectus and the Letter of Transmittal.
This form will instruct you to exchange the aggregate principal amount of Old
Notes indicated below (or, if no aggregate principal amount is indicated below,
all Old Notes) held by you for the account or benefit of the undersigned,
pursuant to the terms and conditions set forth in the Prospectus and Letter of
Transmittal.
Aggregate Principal Amount of Old Notes to be exchanged: $ *
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*I (we) understand that if I
(we) sign these instruction ---------------------------------------------
forms without indicating an
aggregate principal amount of ---------------------------------------------
Old Notes in the space above, Signature(s)
all Old Notes held by you for
my (our) accounts will be
exchanged. ----------------------------------------
(Please print name(s) and address above)
Dated: , 1997
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(Area Code & Telephone Number)
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(Taxpayer Identification or Social Security Number)