Kaiser Group Holdings Inc - Amended Statement of Ownership: Private Transaction (SC 13E3/A)
October 25 2007 - 4:10PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-3
Rule 13e-3
TRANSACTION STATEMENT
(Under Section 13(e)
of the Securities Exchange Act of 1934
(Amendment
No. 4)
KAISER
GROUP HOLDINGS, INC.
(Name of the Issuer)
KAISER GROUP HOLDINGS, INC.
(Names of Person Filing Statement)
Common Stock, $0.01 par value
(Title of Class of Securities)
483059 101
(CUSIP Number of Class of Securities)
Douglas W. McMinn
President and Chief Executive Officer
KAISER GROUP HOLDINGS, INC.
9300 Lee Highway
Fairfax, Virginia 22031-1207
(703) 934-3413
(Name, Address and Telephone Number of Person
Authorized to Receive
Notices and Communications on Behalf of the
Person Filing Statement)
With copies
to:
Dennis J. Friedman, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
47
th
Floor
New York, NY 10166-0193
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James M. Moloney, Esq.
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive
Irvine, CA 92612-4412
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This statement is filed in connection with (check the appropriate box):
a.
x
The filing of solicitation materials or an
information statement subject to Regulation 14A (17 CFR 240.14a-1 to
240.14b-2), Regulation 14C (17 CFR 240.14c-1 to 240.14c-101) or
Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934.
b.
o
The filing of a registration statement under
the Securities Act of 1933.
c.
o
A tender offer.
d.
o
None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment reporting
the results of the transaction:
x
CALCULATION OF FILING FEE
Transaction valuation : N/A
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Amount of filing fee: N/A
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x
Check the box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid: $27.00
Form or Registration No.: Schedule 13E-3
(File No. 005-41027)
Filing Party: KAISER GROUP
HOLDINGS, INC.
Date Filed: April 8, 2005
Introduction
This Amendment No. 4 to Rule 13e-3 Transaction Statement on
Schedule 13E-3 amends the Schedule 13E-3 filed with the Securities
and Exchange Commission (the Commission) on April 8, 2005, as amended by
Amendment No. 1 filed on May 20, 2005, by Amendment No. 2 filed on June 22,
2005 and by Amendment No. 3 (Amendment No. 3) filed on May 1, 2007, by Kaiser
Group Holdings, Inc., a Delaware corporation (the Company), related to a
proposed reverse stock split of the Companys common stock.
On May
1, 2007, in connection with the filing of Amendment No. 3, the Company filed a
preliminary proxy statement for the 2007 annual meeting of stockholders (the 2007
Annual Meeting), which included a proposal to amend the Companys Certificate
of Incorporation to effectuate a one for 20 reverse stock split. In a current
report on Form 8-K filed on June 15, 2007, the Company disclosed the withdrawal
of this proposal from the matters to be brought before the Companys
stockholders for consideration at the 2007 Annual Meeting. In June 2007, the
Board of Directors of the Company decided to remove consideration of the
reverse split from the agenda for the 2007 annual meeting of stockholders. The
Company is not pursuing the reverse split at this time.
2
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
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KAISER GROUP HOLDINGS, INC.
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By:
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/s/ Douglas W. McMinn
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Name:
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Douglas W. McMinn
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Title:
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President and Chief Executive Officer
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Date:
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October 25, 2007
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3
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