**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

** **

**Form 10-K/A**

Amendment No. 1

 

**x**                              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

 

**Forthe fiscal year ended December 31, 2006**

** **

**OR**

** **

**o**                                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

 

**Forthe transition period from                       to**

** **

Commission File No. 1-12248

 

**KAISER GROUP HOLDINGS, INC.**

**(successorissuer to Kaiser Group International, Inc.)**

(Exact name of registrant asspecified in its charter)

 

**Delaware**

(State or other jurisdiction ofincorporation or organization)

 

**54-2014870**

(I.R.S.Employer Identification No.)

| **9300 Lee  Highway, Fairfax, Virginia** |   | **22031-1207** |
|------------------------------------------|--------|----------------|
| (Address of principal executive offices) |   | (Zip Code)     |

 

**Registrant’stelephone number including area code: (703) 934-3413**

Securities registered pursuant toSection 12(b) of the Act:

 

|                         |   | **Name of Exchange on** |
|-------------------------|--------|-------------------------|
| **Title of Each Class** |   | **which Registered**    |
| None                    |   | None                    |

 

Securities registered pursuant toSection 12(g) of the Act:

**CommonStock, par value $0.01 per share**

(Title of class)

 

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined by Rule 405 of the Securities Act. Yes o   No x

Indicate by checkmark if the registrant is not requiredto file reports pursuant to Section 13 or 15(d) of the Act. Yes o   No x

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is notcontained herein, and will not be contained, to the best of the registrant’sknowledge, in definitive proxy or information statements incorporated by referencein Part III of this Form 10-K or any amendment to this Form 10-K.   o

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2 ofthe Exchange Act.

Large accelerated filer o      Acceleratedfiler o   Non-acceleratedfiler x

Indicate by check mark whether the registrant is a shellcompany (as defined by Rule 12b-2 of the Act.) Yes o   No x

The aggregate market value of the voting common equityheld by non-affiliates as of June 30, 2006, based on the closing sales price ofthe Common Stock as quoted on the Pink Sheets, was $27,830,394.00. For purposesof this computation, all officers, directors, and 5 percent beneficial ownersof the registrant are deemed to be affiliates. Such determination should not be deemed an admission that suchdirectors, officers, or 5 percent beneficial owners are, in fact, affiliates ofthe registrant.

As of April 30, 2007, there were 1,790,890 shares ofCommon Stock outstanding.

**APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGSDURING THE PRECEDING FIVE YEARS:**

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

The Plan of Reorganization of Kaiser GroupInternational, Inc. under Chapter 11 of the Bankruptcy Code became effective onDecember 18, 2000.  The Plan provides,among other things, that holders of shares of common stock of Kaiser GroupInternational, Inc. received shares of common stock of Kaiser Group Holdings,Inc. and that holders of specified outstanding debt obligations and otherspecified claimants received cash and shares of preferred stock and commonstock of Kaiser Group Holdings, Inc., all in accordance with the terms setforth in the Plan. The initial distribution of securities occurred as of April17, 2001.

**DOCUMENTS INCORPORATED BY REFERENCE**

None.

 

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** **

**TABLE OF CONTENTS**
|            | ** ** | ** **                                                                                      | ** ** | **PAGE**   | ** ** |
|------------|------------|-------------------------------------------------------------------------------------------------|------------|------------|------------|
| ** ** |       | **PART  III**                                                                                   |       |       |       |
| ** ** |       | ** **                                                                                      |       |       |       |
| Item 10.   |       | Directors, Executive Officers and Corporate Governance                                          |       | 1          |       |
| Item 11.   |       | Executive Compensation                                                                          |       | 2          |       |
| Item 12.   |       | Security Ownership of Certain Beneficial Owners and  Management and Related Stockholder Matters |       | 9          |       |
| Item 13.   |       | Certain Relationships and Related Transactions, and  Director Independence                      |       | 11         |       |
| Item 14.   |       | Principal Accounting Fees and Services                                                          |       | 11         |       |
|       |       |                                                                                            |       |       |       |
|       | ** ** | **PART IV**                                                                                     | ** ** | ** ** | ** ** |
|       | ** ** | ** **                                                                                      | ** ** |       | ** ** |
| Item 15.   |       | Exhibits, Financial Statement Schedules                                                         |       | 13         |       |
|       |       |                                                                                            |       |       |       |
|       |       | Signatures                                                                                      |       | 14         |       |

 

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**EXPLANATORY NOTE**

Kaiser Group Holdings, Inc. (the “Company”) herebyamends its Annual Report on Form 10-K filed with the Securities and ExchangeCommission on March 30, 2007 to include Part III in its entirety as apart of this Annual Report on Form 10-K as set forth below:

**PART III**

**Item 10.**                   Directors, Executive Officers and Corporate Governance

Douglas W. McMinn, 59, has beenPresident and Chief Executive Officer of Kaiser Holdings sinceSeptember 2004.  Mr. McMinn hasbeen a director of Kaiser Holdings since September 2004 and also serves onthe Board of Managers of Kaiser-Hill Company, LLC, the joint venture ownedequally by Kaiser Holdings and CH2M Hill Companies Ltd.  Mr. McMinn has been a seniorofficer of the Company and its predecessors for more than 19 years.  Mr. McMinn is the Chief ExecutiveOfficer of Global Trade & Invest, Inc., a firm which heco-founded to engage in international trading activities and to provideconsulting assistance to companies doing business internationally.  Mr. McMinn served in the United StatesGovernment as a staff member in the National Security Council and as anAssistant Secretary of State for Economic and Business Affairs, U.S. Departmentof State, from 1985 to 1987.  Mr. McMinn owns 500 shares of Common Stock.

NicholasBurakow, 57, is Executive Vice President, Chief Financial Officer, Secretaryand Treasurer.  Dr. Burakow servedas Senior Vice President and Treasurer of the Company from 2000 until hisappointment as Executive Vice President and Chief Financial Officer, effectiveApril 1, 2006.  In addition, Dr. Burakowhas served as Secretary of the Company since 2006.  Dr. Burakow has been a senior officer of theCompany and its predecessors for more than 19 years.  Prior to joining the Company,Dr. Burakow served for 12 years in the U.S. Department of State’s ForeignService, where his last position was Director for Monetary Affairs.  Dr. Burakow is also the President ofGlobal Trade & Invest, Inc., a firm which he co-founded toengage in international trading activities and to provide consulting assistanceto companies doing business internationally. Dr. Burakow holds a Ph.D. ineconomics from the University of Notre Dame.

MarkS. Tennenbaum, 47, has been a director of Kaiser Holdings sinceSeptember 2004. Since January 2006, Mr. Tennenbaum has served as ManagingPartner of AM Golf LLC, which owns and manages a public, eighteen-hole golfcourse.  Since September 2004, Mr.Tennenbaum has served as the Chief Financial Officer of Saratoga Partners,which owns and manages an apartment complex in Tempe, Arizona.  From 2001 to 2004, Mr. Tennenbaum was aprivate investor.  Prior to that,Mr. Tennenbaum was a co-founder, director and chief financial officer ofFrontBridge Technologies, Inc., a privately-held provider of securemanaged messaging services acquired by Microsoft in 2005, from its inception in1999 until 2001.  Mr. Tennenbaumbeneficially owns 200,000 shares of Common Stock held by the Mark S.Tennenbaum Investment Trust.  Entities controlled by Mr. Tennenbaum’sfather, Michael E. Tennenbaum, and brother, Andrew R. Tennenbaum, aresignificant holders of the Company’s Common Stock.

FrankE. Williams, Jr., 72, has served on the Board of Directors since December2002, is Chairman of the Board of Directors of Kaiser Holdings, and also serveson the Board of Managers of Kaiser-Hill Company, LLC, the joint venture ownedequally by Kaiser Holdings and CH2M Hill Companies Ltd.  Mr. Williams currently serves asChairman and principal owner of Williams Enterprises of Georgia, Inc., aholding company controlling six subsidiaries active in various facets of thesteel industry.  In addition,Mr. Williams serves as Chairman, CEO, and 50-percent owner of BosworthSteel Erectors, Inc., a major erector of steel products in the SouthwesternUnited States, and Chairman and a major shareholder of Wilfab, Inc., afabricator of structural steel. Mr. Williams is also Managing Partner and principal owner ofStructural Concrete Products, LLC, a manufacturer of pre-stressed concretebuilding systems, and of Industrial Alloy Fabricators, LLC, a fabricator ofalloy plate products for the pulp and chemical industries.  He serves as a member of the Board ofDirectors of Capital Bank, N.A. and Diamondhead Casino Corporation.  Mr. Williams currently serves as adirector of Williams Industries, Inc. of Manassas, Virginia, a company hefounded and of which served as President, CEO and Chairman untilNovember 1994.  WilliamsIndustries, Inc. is a public Nasdaq-listed company that owns fivesubsidiaries active in the steel industry, including Williams Bridge Co., oneof the largest fabricators of steel plate for bridge structures in theMid-Atlantic region.  Mr. Williams beneficially owns 17,950 sharesof Common Stock.

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**Section 16(A) BeneficialOwnership Reporting Compliance**

Section 16(a) ofthe Securities Exchange Act of 1934 (the “Exchange Act”) requires the Company’sexecutive officers, directors and beneficial owners of more than 10% of anyclass of the Company’s equity securities to file with the Securities andExchange Commission (the “Commission”) initial reports of ownership and reportsof changes in ownership of the Company’s equity securities.  Persons subject to Section 16 arerequired by Commission regulations to furnish the Company with copies of allSection 16(a) forms they file. Based solely on a review of the copies of such forms furnished to theCompany and written representations from the persons required to file suchforms with the Commission, the Company believes that allSection 16(a) filing requirements applicable to officers, directors,except Mr. Williams, and beneficial owners of more than 10% of the equitysecurities of Kaiser Holdings were satisfied with respect to the years endedDecember 31, 2006 with the following exceptions.  On February 14, 2006, Mr. Williams filed anuntimely Form 4 regarding four transactions that occurred on November 17,2005.  On March 1, 2006, Mr. Williamsfiled an untimely Form 4 regarding one transaction that occurred on February23, 2006.

**Audit Committee**

The Audit Committee isresponsible for the selection, and reviews and accepts the reports, of theCompany’s independent registered public accounting firm, PricewaterhouseCoopersLLP (“PwC”) for fiscal year 2005 and Stegman & Company (“Stegman”) forfiscal year 2006.  The Audit Committeemet four times during the year ended December 31, 2005 and six times during theyear ended December 31, 2006.  The AuditCommittee operates under a written charter adopted by the Board of Directorsand was established in accordance with Section 3(a)(58)(A) of the ExchangeAct.  The Audit Committee is composed oftwo independent directors, Mr. Tennenbaum and Mr. Williams.  The Board has concluded that Mr. Tennenbaum,an independent director, is the financial expert on the Audit Committee.

**Corporate Governance Principlesand Code of Conduct**

The Company’sBoard of Directors has adopted Corporate Governance Principles for the Board ofDirectors and a Corporate Code of Conduct, including Policies on Securities LawCompliance and Transactions in Company Securities.  The Code of Conduct applies to all employees,officers and directors and includes, but is not limited to, the substance ofthe code of ethics required by applicable rules of the SEC**.**  These documents areavailable on the Company’s website at: http://www.kaisergroup.com.

**Item11.**                   ExecutiveCompensation

**Compensation Discussion and Analysis**

Role of the CompensationCommittee

The CompensationCommittee of the Company is responsible for: (a) reviewing and approving(or recommending to the Board) the annual salary, bonus and other benefits ofthe Company’s President and CEO and its Executive Vice President and ChiefFinancial Officer; (b) reviewing and submitting to the Boardrecommendations concerning, and amendments to, new executive compensation orstock plans; and (c)  periodically reviewing the Company’s policies in thearea of management perquisites.

Compensation Philosophy

The CompensationCommittee makes compensation decisions based on the Company’s employeecompensation policy, which is tailored to reflect the Company’s unusualcircumstances — the small size of the Company and the nature of the Company’scurrent business, which involves the management and resolution of claimsarising out of the continuing bankruptcy proceedings relating to Kaiser GroupInternational, Inc., negotiations and proceedings relating to the Nova Hutproject, participating in the affairs of Kaiser-Hill and exploring strategicalternatives for the Company.  TheCompany’s main compensation goal is to retain a sufficient number of employeesto carry out its responsibilities and to evaluate other opportunities that theCompany may wish to pursue in the future. The Board and the Compensation Committee believe it to be in the bestinterests of the Company to retain a small number of knowledgeable employeesand provide these employees with appropriate incentives.

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As a result, theCompensation Committee operates under a compensation philosophy that providesthe Company’s named executive officers with several elements of compensation,including: (1) competitive base salary; (2) a yearly cash bonus to rewardoutstanding performance; (3) insurance benefits; and (4) 401(k) plancontributions.

In addition to thecompensation discussed above, the Compensation Committee can utilize theCompany’s 2002 Equity Compensation Plan to provide additionalcompensation.  The 2002 EquityCompensation Plan allows the Compensation Committee to award stock options,stock appreciation rights, restricted stock awards, and phantom stock and/orperformance shares to key employees, consultants and directors. The 2002 EquityCompensation Plan was implemented to align the goals of the executives anddirectors with those of the Company’s stockholders.  To date, all grants made under the 2002Equity Compensation Plan have been made in the form of shares of Common Stock.

Setting NamedExecutive Officer Compensation

In order to assist theCompensation Committee with its compensation decisions, the performance of theCompany’s executive officers is frequently reviewed throughout the year. Eachquarter, the Board evaluates the performance of our named executive officers.The Compensation Committee also performs an annual evaluation of executiveperformance and the salary and bonus programs for each named executiveofficer.  As a result of the CompensationCommittee’s evaluation, the Compensation Committee determines annual bonusesfor the executives at the end of each calendar year.  The Compensation Committee has solediscretion to increase or decrease the bonuses paid to the named executiveofficers each year.  At the end of eachfiscal year, the Compensation Committee also evaluates the success of itscompensation policies, by examining the Company’s ability to retain and provideappropriate incentives to key executives consistent with industry standards fora public company of Kaiser Holdings’ unique situation.

Fiscal Year 2006Compensation Actions

Prior to December 2006,Mr. McMinn and Dr. Burakow were serving as named executive officers withoutemployment agreements.  In November 2005,the Compensation Committee set compensation for Mr. McMinn and Dr. Burakow byevaluating performance, gauging the market for senior executive talent andreviewing past pay and performance records. The Compensation Committee examinedseveral metrics during this review, including the success in resolution ofoutstanding bankruptcy claims and the capture of earnings from the Company’s50% ownership in the Kaiser-Hill company.

On November 11, 2005, theCompensation Committee determined that, effective September 9, 2005, Mr. McMinn’scompensation for services as President and CEO should include several features:(1) a base salary of $235,000; (2) an annual bonus, not to exceed $235,000; (3)an annual grant of 1,000 shares of Common Stock for service as a director; and(4) a severance package that would provide for six month’s salary (effectiveSeptember 9, 2004) plus one month’s salary for each subsequent six monthsemployed with the Company, up to a maximum severance payment of one year’ssalary.  In addition, the CompensationCommittee awarded Mr. McMinn 2,000 shares of Common Stock on November 11, 2005,which represented 1,000 shares for Mr. McMinn’s service on the Board ofDirectors and a one-time grant of 1,000 shares in lieu of an oral agreement(made when Mr. McMinn was made CEO of the Company) to grant Mr. McMinn 5,000options to purchase Common Stock.

In addition, on November11, 2005, the Compensation Committee determined that, effective September 9,2005, Dr. Burakow’s compensation for services as Senior Vice-President andTreasurer should include several features: (1) a base salary of $180,000; (2)an annual bonus, not to exceed $180,000; and (3) a severance package that wouldprovide for six month’s salary (effective September 9, 2004) plus one month’ssalary for each subsequent six months employed with the Company, up to amaximum severance payment of one year’s salary.

On October 9, 2006, theCompany and the Compensation Committee determined that it was in the Company’sbest interests to enter into three-year employment agreements with Mr. McMinnand Dr. Burakow, in order to retain their services as the Company emerges fromChapter 11 bankruptcy. These agreements also serve to incentivize Mr. McMinnand Dr. Burakow not to leave the Company for more lucrative employmentopportunities at other companies.  Theemployment agreements provide for salary and bonus payments, along withinsurance benefits and contributions to each employee’s 401(K) plans (themaximum contribution permitted under prevailing law and regulations, which in2006 was $44,000).  These agreements alsoprovide for post-termination payments and severance benefits, in addition tohealth care coverage until Mr. McMinn’s 64th and Dr. Burakow’s 62nd birthdays,which the Company believes to be appropriate based on the Company’scircumstances.  Under the employmentagreements, the annual cash bonuses will be determined by the CompensationCommittee each year.  The employmentagreements also contain non-solicit and non-competition provisions; 

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as theCompany looks into new business opportunities, the Compensation Committeedetermined it was important to limit the executives’ ability to leave theCompany and work for a competing business entity.  Pursuant to these employment agreements, theCompensation Committee reviewed management’s analysis of Mr. McMinn and Dr.Burakow’s performance and approved 2006 cash bonus payments of $225,000 foreach of these named executive officers.

As part of the CompensationCommittee’s negotiations with Mr. McMinn and Dr. Burakow regarding theseagreements, the Compensation Committee also agreed to develop a long termincentive plan in fiscal 2007.  TheCompensation Committee has not yet created this incentive plan.

**ExecutiveCompensation**

Thefollowing table shows the compensation received by each person who served as anexecutive officer of the Company during 2006, and the executive officers thatwere serving as of December 31, 2006.

**SUMMARY COMPENSATION TABLEFOR FISCAL YEAR 2006**
| Name and Principal Position                      | ** ** | ** ** | ** ** | **Salary  ($)** | ** ** | **Bonus  ($)** | ** ** | **Stock  Awards  ($)** | ** ** | **All Other  Compensation  ($)** | ** ** | **Total  ($)** | ** ** |
|-----------------------------------------------------------------|------------|------------|------------|-----------------|------------|----------------|------------|------------------------|------------|---------------------------------------|------------|----------------|------------|
| Douglas W. McMinn,                                              |       | $          | 236,961    |            | $          | 225,000        |       | $                 | 73,600     | (3)                                   | $          | 44,222         | (4)        | $ | 579,783 |   |
| President and Chief  Executive Officer                          |       |       |       |            |       |           |       |                   |       |                                  |       |
| Nicholas  Burakow,                                              |       | 183,704    |       | 225,000         |       | 0              |       | 44,222                 | (5)        | 452,926                               |       |
|  Executive  Vice President and Chief Financial Officer (1) |       |       |       |            |       |           |       |                   |       |                                  |       |
| Marian P. Hamlett,                                              |       | 47,115     |       | 0               |       | 0              |       | 188,055                | (6)        | 235,170                               |       |
| Executive Vice President and  Chief Financial Officer (2)       |       |       |       |            |       |           |       |                   |       |                                  |       |
|                                                                 |            |            |            |                 |            |                |            |                        |            |                                       |            |                |            |  |  |  |  |  |

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(1) Dr. Burakow’s appointment as Executive VicePresident and Chief Financial Officer was effective April 1, 2006.

(2) Ms. Hamlett’s employment with the Companyterminated, effective March 31, 2006.

(3) Represents the grant date fair value of 2,000 sharesawarded to Mr. McMinn on February 23, 2006, which include (i) 1,000 sharesgranted for Mr. McMinn’s service on the Board; and (ii) a one-time grant of1,000 shares, discussed in the Compensation Discussion & Analysis.

(4) Represents a $44,000 Company contribution to Mr.McMinn’s 401(k) Plan and $222 for premiums paid for life insurance.

(5) Represents a $44,000 Company contribution to Dr.Burakow’s 401(k) Plan and $222 for premiums paid for life insurance.

(6) Represents a $44,000 Companycontribution to Ms. Hamlett’s 401(k) Plan, a $135,000 severance payment and a$9,000 consulting fee paid pursuant to Ms. Hamlett’s separation agreement,dated February 8, 2006, and $55 for premiums paid on life insurance.

**GRANT OF PLANBASED AWARDS TABLE FOR FISCAL 2006**

The table below shows all plan-based awards that theCompany made during 2006 to the Named Executive Officers:
| **Name**          | ** ** | ** ** | ** ** | **Board  Approval  Date** | ** ** | **Grant  Date** | ** ** | **All Other  Stock  Awards  Or Units  (#)** | ** ** | **Grant Date  Fair Value of  Stock &  Option  Awards  ($)** | ** ** |
|-------------------|------------|------------|------------|---------------------------|------------|-----------------|------------|-------------------------------------------------------|------------|-------------------------------------------------------------------------------------|------------|
|              |       |       |       |                      |       |            |       |                                                  |       |
| Douglas W. McMinn |       | 11/10/2005 |       | 2/23/06                   |       | 2,000           | (1)        | 73,600                                                |       |

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(1) The 2,000 shares disclosed for Mr. McMinn weregranted under the 2002 Equity Incentive Plan and include: (i) 1,000 sharesgranted as compensation for his service on the Board; and (ii) a one-time grantof 1,000 shares, in lieu of 5,000 options, which had been orally promised toMr. McMinn upon appointment as CEO of the Company in 2004.  Mr. McMinn’sshares have fully vested.

 

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*Employment Agreements andTermination of Employment Arrangements*

Employment Agreement with Douglas W. McMinn

DouglasW. McMinn was appointed as President and Chief Executive Officer of the Companyeffective September 9, 2004.  OnDecember 11, 2006, the Company entered into an Executive Employment Agreementwith Douglas W. McMinn (the “McMinn Agreement”) with respect to his employmentas the President and Chief Executive Officer of the Company, effective December4, 2006.

Underthe terms of the McMinn Agreement, Mr. McMinn has agreed to continue hisservice as President and Chief Executive Officer of the Company until December31, 2009. The McMinn Agreement provides for a base annual salary of $245,000.The McMinn Agreement also provides for health insurance, life insurance anddisability insurance coverage from the Company.

TheMcMinn Agreement provides that Mr. McMinn will receive a performance bonus of$225,000 for 2006.  For each of 2007,2008 and 2009, Mr. McMinn will be eligible to receive an annual performancebonus, which will be determined each year at the discretion of the CompensationCommittee in light of the Company’s compensation policy.

Inaddition, the McMinn Agreement provides for the following payments and accruedbenefits upon termination of the agreement prior to December 31, 2009:

·                  upon termination for anyreason, including termination by the Company for “cause” or termination by Mr.McMinn without “good reason”, Mr. McMinn will be eligible to receive his “accruedbenefits” from the Company.

·                  upon termination: (1) bythe Company without cause or due to disability; (2) by Mr. McMinn due toretirement; or (3) for good reason upon a “change of control” of the Company,the McMinn Agreement provides that Mr. McMinn will be paid any accrued benefitsand a severance payment equal to the higher of: (a) eighteen months of Mr.McMinn’s base salary; or (b) the base salary for the number of monthscalculated by subtracting one-half of the number of months Mr. McMinn hasworked under the McMinn Agreement from thirty.

For purposes ofthe McMinn Agreement:

·                  “Cause” meansthe executive’s willful neglect or gross negligence in the performance ofduties, indictment for or conviction of a felony, gross misconduct resulting inmaterial harm to the Company, or a breach of the confidential information, thenon-solicitation, the non-competition, and the non-disparagement provisions ofthe agreement.

·                  “Change incontrol” means the first of the following to occur: (1) the persons who constitutethe board of directors (the “Board”) as of the effective date of the agreement(or persons approved by at least 75% of the existing members of the Board)cease, for any reason, to constitute at least a majority of the Boardsubsequent to the effective date of the employment agreement; (2) theshareholders of the Company approve a consolidation or merger of the Company,other than a merger of the Company in which the holders of all classes of stockof the Company prior to the merger hold more than 50% of all combined classesof stock of the surviving corporation after the merger; or (3) substantiallyall of the Company’s assets are sold or otherwise transferred to parties thatare not within “a controlled group of corporations” in which the Company is amember.

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·                  “Good reason”means that, without the executive’s written consent, the following eventsoccur: (1) the Company fails to obtain assumption of the employment agreementby any successor to the Company; (2) the relocation of the executive’sprincipal place of employment more than seventy-five (75) miles from thelocation prior to the execution of the employment agreement or a requirementthat the executive be based anywhere other than the principal place ofbusiness; or (3) a reduction of the executive’s base salary.

·                  “Accruedbenefits” means earned but unpaid base salary, incentive compensation earnedbut not yet paid, unpaid expense reimbursements, accrued but unused vacationand any vested benefits that the executive may have under any employee benefitplan of the Company.

TheMcMinn Agreement also includes non-solicitation and non-competition terms,which prohibit Mr. McMinn from soliciting the Company’s employees or competingwith the Company until July 18, 2011.

As ofDecember 31, 2006, if Mr. McMinn had been terminated from the Company, he wouldhave been eligible to receive the following amounts under the followingtermination scenarios:

| Reason for Termination                           | ** ** | ** ** | ** ** | **Payments ($)** |
|--------------------------------------------------|------------|------------|------------|------------------|
| Termination for any reason,  including for cause |       | $0*        |
| Termination without  cause                       |       | 602,292*   |
| Retirement                                       |       | 602,292*   |
| Termination upon a change in control             |       | 602,292*   |

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*Assumes no unpaid accrued benefits due to Mr. McMinn as of December 31, 2006.

Employment Agreement with Nicholas Burakow

OnDecember 11, 2006, the Company also entered into an Executive EmploymentAgreement with Dr. Nicholas Burakow (the “Burakow Agreement”) with respect tohis employment as the Chief Financial Officer of the Company, effectiveDecember 4, 2006.

Underthe terms of the Burakow Agreement, Dr. Burakow has agreed to continue hisservice as Chief Financial Officer of the Company until December 31, 2009.  The Burakow Agreement provides for a baseannual salary of $225,000.  The BurakowAgreement also provides for health insurance, life insurance and disabilityinsurance coverage from the Company.

TheBurakow Agreement provides that Dr. Burakow will receive a performance bonus of$225,000 for 2006.  For each of 2007,2008 and 2009, Dr. Burakow will be eligible to receive a annual performancebonus, which will be determined each year at the discretion of the CompensationCommittee in light of the Company’s compensation policy.

Inaddition, the Burakow Agreement provides for the following payments and accruedbenefits upon termination of the agreement prior to December 31, 2009:

·                     upon termination for anyreason, including termination by the Company for “cause” or termination by Dr.Burakow without “good reason”, Dr. Burakow will be eligible to receive his “accruedbenefits” from the Company.

·                     upon termination: (1) bythe Company without cause or due to disability; (2) by Dr. Burakow due toretirement; or (3) for good reason upon a “change of control” of the Company,the Burakow Agreement provides that Dr. Burakow will be paid any accruedbenefits and a severance payment equal to the higher of: (a) eighteen months ofDr. Burakow’s base salary; or (b) the base salary for the number of monthscalculated by subtracting one-half of the number of months Dr. Burakow hasworked under the Burakow Agreement from thirty.

For purposes ofthe Burakow Agreement:

·                  “Cause” meansthe executive’s willful neglect or gross negligence in the performance ofduties, indictment for or conviction of a felony, gross misconduct resulting inmaterial harm to the Company, or a breach of the confidential information, thenon-solicitation, the non-competition, and the non-disparagement provisions ofthe agreement.

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·                  “Change incontrol” means the first of the following to occur: (1) the persons whoconstitute the board of directors (the “Board”) as of the effective date of theagreement (or persons approved by at least 75% of the existing members of theBoard) cease, for any reason, to constitute at least a majority of the Boardsubsequent to the effective date of the employment agreement; (2) theshareholders of the Company approve a consolidation or merger of the Company,other than a merger of the Company in which the holders of all classes of stockof the Company prior to the merger hold more than 50% of all combined classesof stock of the surviving corporation after the merger; or (3) substantiallyall of the Company’s assets are sold or otherwise transferred to parties thatare not within “a controlled group of corporations” in which the Company is amember.

·                  “Good reason”means that, without the executive’s written consent, the following eventsoccur: (1) the Company fails to obtain assumption of the employment agreementby any successor to the Company; (2) the relocation of the executive’sprincipal place of employment more than seventy-five (75) miles from thelocation prior to the execution of the employment agreement or a requirementthat the executive be based anywhere other than the principal place ofbusiness; or (3) a reduction of the executive’s base salary.

·                  “Accruedbenefits” means earned but unpaid base salary, incentive compensation earnedbut not yet paid, unpaid expense reimbursements, accrued but unused vacationand any vested benefits that the executive may have under any employee benefitplan of the Company.

TheBurakow Agreement also includes non-solicitation and non-competition terms,which prohibit Dr. Burakow from soliciting the Company’s employees or competingwith the Company until October 1, 2011.

As ofDecember 31, 2006, if Dr. Burakow had been terminated from the Company, hewould have been eligible to receive the following amounts under the followingtermination scenarios:

| Reason for Termination                           | ** ** | ** ** | ** ** | **Payments ($)** |
|--------------------------------------------------|------------|------------|------------|------------------|
| Termination for any reason,  including for cause |       | $0*        |
| Termination without  cause                       |       | 553,125*   |
| Retirement                                       |       | 553,125*   |
| Termination upon a change in control             |       | 553,125*   |

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*  Assumes no unpaid accrued benefits due to Dr.Burakow as of December 31, 2006.

SeparationAgreement with Marian P. Hamlett 

OnFebruary 8, 2006, the Company entered into a Separation Agreement and Release(the “Separation Agreement”) with Ms. Hamlett with respect to the terminationof her employment with the Company. Under the terms of the Separation Agreement, Ms. Hamlett remainedemployed, at her then current annual salary of $175,000, as the Company’sExecutive Vice President and Chief Financial Officer until March 31, 2006.

Inreturn for Ms. Hamlett’s compliance with the terms of the Separation Agreement,the Company paid her a lump sum of $35,000, on February 17, 2006.  In addition, subject to Ms. Hamlett’sexecution of an addendum attached as Exhibit A to the Separation Agreement, Ms.Hamlett received a lump sum of $100,000, paid on April 21, 2006.  Pursuant to the terms of the Addendum, Ms.Hamlett agreed to provide consulting services to the Company for a period ofthree months from the Separation Date, for consulting fees of approximately$3,000 per month.  Ms. Hamlett received$9,000 for her consulting services in 2006.

**Compensation of Directors**

Eachindependent director who is not an employee of the Company is paid $1,000 forattendance at each meeting of the Board of Directors and $500 for attendance ateach meeting of a committee of the Board of Directors of which the director isa member.  The Chairman of each committeeis paid $750 for attendance at each Board committee meeting.  In addition, each independent directorreceives an annual retainer of $20,000, payable in advance in quarterlyinstallments, and is reimbursed for expenses incurred in connection with Boardservice.

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InJanuary 2002, the Company adopted a practice of making annual grants of1,000 shares of Common Stock to each member of the Board of Directors,including employee directors.  In March2005, the Company amended this practice to allow non-employee directors toelect to receive shares of Common Stock or the equivalent value of such sharesin cash as of the date of grant.  If adirector receives shares of Common Stock, such grants are made pursuant to theterms of the 2002 Equity Compensation Plan. Beginning in 2006, the annual stock grant to the Chairman of the Boardwas increased to 1,250 shares or the equivalent of such shares in cash as of thedate of the grant.  On October 24, 2006, the Compensation Committeeof the Board of Directors approved a 1,000 share bonus to be paid to Mr.Williams for his service as Chairman of the Board, in recognition of hisefforts on behalf of the Company; these shares will paid to Mr. Williams in April2007.  Other than the stock grant(or cash equivalent) as described above, directorswho are employees of the Company do not receive separate cash compensation fortheir service as directors.

Thetable below sets forth payments made to each independent director during theyear ended December 31, 2006. Mr. McMinn’s compensation for service on theBoard of Directors is included with his compensation in the SummaryCompensation Table.

 
| **Name of Independent Director(1)** | ** ** | ** ** | ** ** | **Fees Earned or  Paid in Cash  ($)(3)** | ** ** | **Stock Awards  ($)(4)** | ** ** | **All Other  Compensation ($)** | ** ** | **Total ($)** | ** ** |
|----------------------------------------------------|------------|------------|------------|--------------------------------------------------------------|------------|-------------------------------|------------|-------------------------------------------|------------|--------------------|------------|
| Jon B. Bennett (2)                                 |       | $          | 71,000     |                                                         |       |                          |       |                                      | $          | 71,000             |       |
| Mark S. Tennenbaum                                 |       | 69,500     |       |                                                         |       |                          |       | 69,500                                    |       |
| Frank E. Williams, Jr.                             |       | 31,500     |       | $                                                            | 46,000     |                          | $          | 20,000                                    | (5)        | 97,500             |       |
|                                                    |            |            |            |                                                              |            |                               |            |                                           |            |                    |            |  |  |  |  |

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(1) The compensation Mr. McMinn received for his service on the Board inthe year ended December 31, 2006 is reflected in the Summary CompensationTable.

(2) Mr. Bennett resigned from the Board, effective January 31, 2007.

(3) The amounts in this column include all cash compensation paid to theCompany’s independent directors.  For Mr.Bennett, this amount includes: (i) $40,000 in lieu of Company stock for serviceon the Board; (ii) a $20,000 annual retainer; and (iii) $11,000 for attendanceat Board and committee meetings.  For Mr.Tennenbaum, this amount includes: (i) $40,000 in lieu of Company stock forservice on the Board; (ii) a $20,000 annual retainer; and (iii) $9,500 forattendance at Board and committee meetings. For Mr. Williams, this amount includes: (i) a $20,000 annualretainer; and (ii) $11,500 for attendance at Board and committee meetings.

 (4)  This column represents the dollar amount ofthe grant date fair value of stock awards granted during fiscal 2006.  The amount disclosed for Mr. Williamsrepresents the 1,250 shares of Common Stock he received as Chairman of theBoard of Directors.  Please see the “SecurityOwnership of Certain Beneficial Owners and Management” for the aggregateoutstanding stock holdings of members of the Board of Directors.

(5)The amount disclosed represents a retainer paid for Mr. Williams’ service onthe Kaiser-Hill Company, LLC Board of Managers.

**Compensation Committee Interlocks andInsider Participation in Compensation Decisions**

During 2006, the members of the Compensation Committeewere Mr. Bennett, Mr. Williams and Mr. Tennenbaum.  Mr. Bennett resigned as a director effectiveJanuary 31, 2007.  All members of theCompensation Committee are independent directors, as defined in the Company’sCorporate Governance Principles.  Nomember of the Compensation Committee is a current or former officer or employeeof the Company or any of the Company’s subsidiaries, and no director orexecutive officer is a director or executive officer of any other corporationthat has a director or executive officer who is also a director of the Company.

**Report of the Compensation Committee**

TheCompensation Committee, which is composed solely of independent members of theBoard of Directors, assists the Board in fulfilling its oversightresponsibility relating to, among other things, establishing and reviewingcompensation of the Company’s executive officers.  In this context, the Compensation Committeehas reviewed and discussed the 

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Compensation Discussion and Analysis section with management,including our Chief Executive Officer, Douglas W. McMinn and our ChiefFinancial Officer, Nicholas Burakow. Based upon this review and discussion, the Compensation Committeerecommended to the Board of Directors that the Compensation Discussion and Analysissection be included in the Company’s annual report on Form 10-K for the fiscalyear ended December 31, 2006 and proxy statement.

**Compensation Committee**
|    |   | Mark S. Tennenbaum — Chairman |
|--------------|--------|------------------------------------|
|    |   | Frank E. Williams, Jr.        |

** **

**Item12.**                   SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters

**Security Ownership of Certain Beneficial Ownersand Management**

A person is deemed to be a beneficial owner of the Company’s Common Stockif that person has voting and/or investment power with respect to such CommonStock or has the right to acquire such Common Stock within 60 days.  The following table sets forthinformation regarding each person known by the Company to beneficially own 5%or more of the outstanding shares of Common Stock of the Company.
| **Name and  Address of Beneficial Owners of   More Than 5% of the Common Stock of the Company**                                | ** ** | **Number of Shares  of  Common Stock** | ** ** | **Percent of  Common Stock** |
|--------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|------------|------------------------------|
| James D. Bennett  Bennett Management Corporation  2 Stamford Plaza, Suite 1501  281 Tresser Boulevard  Stamford, CT 06901 |       | 200,000                                | (a)        | 11.2%                        |
|                                                                                                                           |       |                                   |       |                         |
| Michael E.  Tennenbaum  Tennenbaum & Co., LLC  Q 2951 28th Street Suite 210  Santa Monica, CA 90405         |       | 352,899                                | (b)        | 19.7%                        |
|                                                                                                                           |       |                                   |       |                         |
| Andrew R.  Tennenbaum  Investment Trust  1318 San Ysidro Drive  Beverly Hills, CA 90210                                        |       | 200,000                                | (c)        | 11.2%                        |
|                                                                                                                           |       |                                   |       |                         |
| Mark S.  Tennenbaum  Investment Trust  445 24th Street  Santa Monica, CA 90402                                            |       | 200,000                                | (d)        | 11.2%                        |

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(a)             Asreported on a Schedule 13D dated September 6, 2005, filed with theCommission on September 6, 2005. Includes 132,493 shares of Common Stock reported to be held by BennettRestructuring Fund, LP and 67,507 shares of Common Stock reported to be held byBennett Offshore Restructuring Fund, Inc.

(b)            Asreported on a Form 4 dated January 3, 2006, filed with the Commissionon January 4, 2006.  Includes 77,924shares of Common Stock reported to be held by Tennenbaum & Co., LLCand 274,975 shares of Common Stock reported to be held by Michael E. Tennenbaumand Suzanne S. Tennenbaum, as trustees of the Tennenbaum Living Trust.

(c)             Asreported on a Form 3 dated January 5, 2006, filed with the Commissionon January 5, 2006.  The trustees ofthe Andrew R. Tennenbaum Investment Trust are Stephen P. Rader and John Mass.

(d)            Asreported on a report on Form 3 dated January 5, 2006, filed with theCommission on January 5, 2006.  Thetrustees of the Mark S. Tennenbaum Investment Trust are Stephen P. Rader andJohn Mass.

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The followingtable sets forth information as of April 30, 2007 regarding the beneficialownership of shares of Common Stock by each director who served in 2006 and theexecutive officers named in the Summary Compensation Table, and by alldirectors and current executive officers as a group.  The persons as to whom information is givenin the table below have sole voting and investment power over the sharesbeneficially owned by them, unless otherwise noted in the footnotes followingthe table.  Unless otherwise indicated,the address of each of the persons identified in the table below is:  c/o Kaiser Group Holdings, Inc., 9300Lee Highway, Fairfax, VA 22031.
| Certain Beneficial Owners of  Shares of Common  Stock of the Company            | ** ** | ** ** | ** ** | **Number of Shares of  Common Stock** | ** ** | **Percent of Common  Stock  (*Less than 1%)** | ** ** |
|---------------------------------------------------------------------------------|------------|------------|------------|---------------------------------------|------------|-----------------------------------------------|------------|
| (i) Directors and  Nominees for Director                                   |       |       |       |                                  |       |
|  Jon B. Bennett (a)                                                        |       | 1,000      | (c)        | *                                     |       |
|  Douglas W. McMinn                                                         |       | 500        | (d)        | *                                     |       |
|  Mark S. Tennenbaum                                                        |       | 200,000    | (e)        | 11.2                                  | %          |
|  Frank E. Williams, Jr.                                               |       | 17,950     | (f)        | 1.0                                   | %          |
| (ii)  Executive  Officers other than Directors                             |       |       |       |                                  |       |
|    Nicholas Burakow                                                   |       | 0          | (g)        | *                                     |       |
|    Marian P. Hamlett (b)                                              |       |       |       |                                  |       |
| (iii) All Directors and  Current Executive Officers as a Group (6 Persons) |       | 219,450    |       | 12.2                                  | %          |

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(a)            Mr. Bennett resignedfrom the Board, effective January 31, 2007.

(b)           Ms. Hamlett’semployment with the Company terminated effective March 31, 2006.

(c)            Based on a Form 4dated April 29, 2005, filed with the Commission on April 29, 2005.

(d)           Based on a Form 4 datedMarch 30, 2006, filed with the Commission on March 30, 2006.

(e)            Shares are held by theMark S. Tennenbaum Investment Trust.  Asreported on a Form 3 dated January 5, 2006, filed with the Commissionon January 5, 2006.  The trustees ofthe Mark S. Tennenbaum Investment Trust are Stephen P. Rader and JohnMass.  The address of the trust is 44524th Street, Santa Monica, CA 90402.

(f)              As reported on a Form 4 dated February27, 2006, filed with the Commission on March 1, 2006.** **Includes(1) 8,550 shares of Common Stock reported to be held by Mr. Williams,(2) 1,000 shares of Common Stock reported to be held by the WilliamsFamily Foundation, (3) 5,800 shares of Common Stock reported to be held byWilliams Family LP, (4) 600 shares of Common Stock reported to be held byMr. Williams as trustee for minor grandchildren and (5) 2,000 sharesof Common Stock reported to be held by Mr. Williams’ spouse.

(g)           Based on a Form 3 datedApril 3, 2006, filed with the Commission on April 6, 2006.

**Securities Authorized for Issuance Under Equity CompensationPlans**

Thefollowing table sets forth information as of December 31, 2006 with respect tocompensation plans under which equity securities of the Company are authorizedfor issuance:
| **Plan Category**                                  | ** ** | ** ** | ** ** | **(I)  Number of  securities to be  issued upon exercise  of outstanding  options, warrants  and rights** | ** ** | **(II)  Weighted-average  exercise price  of outstanding  options, warrants  and rights** | ** ** | **(III)  Number of  securities remaining  available for future  issuance under equity  compensation plans** | ** ** |
|---------------------------------------------------------|------------|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Equity  compensation plans approved by stockholders     |       | —     |       | —                                                                                                                                            |       | 135,750                                                                                                       |       |
| Equity  compensation plans not approved by stockholders |       | —     |       | —                                                                                                                                            |       | —                                                                                                        |       |
| Total                                                   |       | —     |       | —                                                                                                                                            |       | 135,750                                                                                                       |       |

 

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**Item13.**                   CertainRelationships and Related Transactions, and Director Independence

**Certain Relationships and RelatedTransactions**

There were norelated party transactions in 2006.  Whenpotential related party transactions arise, the Board and management reviewsuch transactions and determine if the transactions should be approved.  The Company does not have formal policiesgoverning the review of related party transactions.

**Director Independence**

Each year, theBoard of Directors determines the independence of each director according tothe definition of independence included in the Company’s Corporate GovernancePrinciples, which are available on the Company’s website atwww.kaisergroup.com.  The Board hasdetermined that Mr. Tennenbaum and Mr. Williams are independent directors.  In addition, Mr. Bennett was determined to beindependent during his service on the Board in 2006.  The Corporate Governance Principles consideran independent director to be a non-employee director.  However, in addition to this status, theBoard of Directors may also consider other material factors that could limit adirector nominee’s ability to remain independent.  In 2006, the Board considered the KaiserCommon Stock holdings of Mr. Tennenbaum and his family members, whocollectively own 42.1% of the outstanding Common Stock.  Following this consideration, the Boarddetermined that Mr. Tennenbaum was independent.

**Item14.**                   PrincipalAccounting Fees and Services

**Audit and Non-AuditFees**

PwCserved as the Company’s independent registered public accounting firm until August 21, 2006.  Stegman served as the Company’s independentregistered public accounting firm beginning October 21, 2006.

*Audit Fees*:Audit fees were for professional services rendered for the audit of the Company’sannual financial statements for the years ended December 31, 2005 and 2006and the reviews of the financial statements included in the Company’s quarterlyreports on Form 10-Q for the years ended December 31, 2005 and 2006.

*Tax Fees*: Taxfees were for services related to consulting services provided by PwC andrendered during the year ended December 31, 2004.  Neither PwC nor Stegman provided any taxservices to the Company during the years ended December 31, 2005 and 2006.

| Audit Fees                              | ** ** | **Fiscal 2006** | ** ** | **Fiscal 2005** | ** ** | **Fiscal 2004** | ** ** |
|----------------------------------------------|------------|----------------------|------------|----------------------|------------|----------------------|------------|
|                                         |       |                 |       |                 |       |                 |       |
| *PwC*                                        | * *   | * *             | * *   | * *             | * *   | * *             | * *   |
| Annual audit of Kaiser  Group Holdings, Inc. |       | $                    | 3,500      |                 | $          | 105,500              |       | $ | 80,000 |   |
| Quarterly review  procedures                 |       | $                    | 27,400     |                 | $          | 37,700               |       | $ | 30,000 |   |
| Total                                        |       | $                    | 30,900     |                 | $          | 143,200              |       | $ | 110,000 |   |
|                                         |       |                 |       |                 |       |                 |       |
| *Stegman*                                    | * *   | * *             | * *   | * *             | * *   | * *             | * *   |
| Annual audit of Kaiser  Group Holdings, Inc. |       | $                    | 39,586     |                 | N/A        |                 | N/A        |   |
| Quarterly review  procedures                 |       | $                    | 10,000     |                 | N/A        |                 | N/A        |   |
| Total                                        |       | $                    | 49,586     |                 | N/A        |                 | N/A        |   |
|                                         |       |                 |       |                 |       |                 |       |
| **Tax Fees**                                 | ** ** | ** **           | ** ** | ** **           | ** ** | ** **           | ** ** |
| Tax compliance work                          |       | —               |       | —               |       | —               |       |
| Tax consulting—Canada                   |       | —               |       | —               |       | $                    | 7,459      |   |
|                                         |       |                 |       |                 |       |                 |       |
| **Total**                                    |       | $                    | 80,486     |                 | $          | 143,200              |       | $ | 117,459 |   |

** **

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**Policies With Respect to Approvaland Pre-Approval of Non-Audit Services**

The Audit Committee’s responsibilitiesinclude review and pre-approval of all audit and non-audit services performedby the independent registered public accounting firm.  In exercising that responsibility withrespect to proposed engagements for non-audit services, the Audit Committee’sCharter****requires the Committee togive paramount consideration to the question of whether engagement of theindependent registered public accounting firm to perform those services islikely to create a risk that the independence of the independent registeredpublic accounting firm may be impaired. To that end, the Audit Committee endeavors to exercise its discretion ina manner that will avoid or minimize the risk of impairing the independence ofthe Company’s independent registered public accounting firm.

The Audit Committee willtypically be inclined to approve requests to engage the independent registeredpublic accounting firm to provide those types of non-audit services that areclosely related to the audit services performed by the independent registeredpublic accounting firm, such as audit-related services,tax-compliance/return-preparation services, and “due diligence” servicesrelating to transactions that the Company may consider from time to time.  Because such non-audit services bear a closerelationship to the audit services provided by the independent registeredpublic accounting firm, the Audit Committee believes that such services willnot ordinarily present a material risk of impairing the independence of theindependent registered public accounting firm, subject to the Audit Committee’spolicy concerning the total amount payable to the independent registered publicaccounting firm for non-audit services with respect to any fiscal year.

Between meetings of theAudit Committee, the Chairman of the Audit Committee is authorized to reviewand, where consistent with this policy, to pre-approve non-audit servicesproposed to be performed by the independent registered public accounting firmthat are budgeted for fees of $25,000 or less. The Chairman must report any pre-approval decisions to the AuditCommittee as soon as practicable and in any event at its next scheduledmeeting.

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**PART IV**

**Item15.**                   Exhibits,Consolidated Financial Statement Schedules

**3.     Exhibits (listed according to the numberassigned in the table in Item 601 of Regulation S-K)**
| 31.1   |   | Certification of Chief  Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities  Exchange Act of 1934, as amended |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                    |
| 31.2   |   | Certification of Chief Financial  Officer, pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange  Act of 1934, as amended |

 

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**SIGNATURES**

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this Amendment No. 1 to the Annual Reporton Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
|        |   | KAISER GROUP HOLDINGS, INC. |
|--------|--------|-----------------------------|
|   |   |                        |   |   |
|   |   |                        |   |   |
|   |   | By:                         |   | /s/ Douglas W. McMinn |
|   |   |                        |   | Name: Douglas W. McMinn |
|   |   |                        |   | Title: President and Chief Executive Officer |

 

April 30, 2007

 

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