** **

**UNITEDSTATES**

##### **SECURITIES ANDEXCHANGE COMMISSION**

**Washington,DC 20549**

 

**Form10-K/A**

**Amendment No. 1**

 

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

 

**Forthe fiscal year ended December 31, 2004**

 

**CommissionFile No. 1-12248**

 

**KAISERGROUP HOLDINGS, INC.**

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

(Exact name ofregistrant as specified in its charter)

 

**Delaware**

(State or otherjurisdiction ofincorporation or organization)

 

**54-2014870**

(I.R.S. EmployerIdentification No.)

 

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

 

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

 

Name of eachexchange on which registered:

**None**

 

Securitiesregistered pursuant to Section 12(b) of the Act:

**None**

 

Securitiesregistered pursuant to Section 12(g) of the Act:

**CommonStock, 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) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter 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 delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of the registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form 10-K.   ý

 

 

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

 

The aggregate market value of the voting andnon-voting common equity held by non-affiliates, based on the closing salesprice of the Common Stock on the Over-the-Counter Bulletin Board onJune 30, 2004, was $12,663,893.  For purposes of this computation,all officers, directors, and 5 percent beneficial owners of the registrant (asindicated in Item 12) are deemed to be affiliates.  Such determinationshould not be deemed an admission that such directors, officers, or 5 percentbeneficial owners are, in fact, affiliates of the registrant.

 

**APPLICABLEONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDINGFIVE YEARS:**

 

Indicate by check mark whether the registrant hasfiled all documents and reports required to be filed by Section 12, 13 or15(d) of the Securities Exchange Act of 1934 subsequent to thedistribution of securities under a plan confirmed by a court.  Yes ý No o

 

The Plan of Reorganization of Kaiser GroupInternational, Inc. under Chapter 11 of the Bankruptcy Code becameeffective 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 thatholders of specified outstanding debt obligations and other specified claimantsreceived cash and shares of preferred stock and common stock of Kaiser GroupHoldings, 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 April 26, 2005, there were 1,601,270 shares ofCommon Stock outstanding.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

None

 

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**TABLE OF CONTENTS**
| ** **   |                                                                                                  |   |
|--------------|-------------------------------------------------------------------------------------------------------|--------|
| **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 and Related  Stockholder Matters |   |
|         |                                                                                                  |   |
| Item 13.     | Certain Relationships and Related Transactions                                                        |   |
|         |                                                                                                  |   |
| Item 14.     | Principal Accountant Fees and Services                                                                |   |
|         |                                                                                                  |   |
| **PART IV**  |                                                                                                  |
|         | ** **                                                                                            |   |
| Item 15.     | Exhibits and Financial Statement Schedules                                                            |   |
|         |                                                                                                  |   |
|         | Signatures                                                                                            |   |

 

i

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**EXPLANATORY NOTE**

This AmendmentNo. 1 on Form 10-K/ A (“Amendment No. 1”) amends the AnnualReport on Form 10-K of Kaiser Group Holdings, Inc. (the “Company”), asfiled by the Company on March 29, 2005 (the “Report”), and is being filedsolely for the purpose of providing information required by Part III, Item10 through Item 14 which the Company originally intended to incorporate byreference from the Company’s definitive proxy statement for the 2005 AnnualMeeting of Stockholders.  The referenceon the cover of the Report to the incorporation by reference of the Company’sdefinitive proxy statement into Part III of the Report and in Part III ofthe Report is hereby amended to delete that reference.  This Report also includes new certificationsas required by Rule 12b-15 under the Securities Exchange Act of 1934 foramendments.  Except as otherwiseexpressly stated herein, this Amendment No. 1 does not reflect eventsoccurring after the filing of the original Form 10-K, or modify or updatein any way disclosures contained in the original Form 10-K.

 

**PART III**

 

**Item 10****.  Directors and Executive Officers of theRegistrant**

 

JonB. Bennett, 49, director of Kaiser Holdings, has been a Director of InformationManagement at Devens Reserve Forces Training Area, a Department of the Armyinstallation, since 1998.  Mr. Bennetthas been a director of Kaiser Holdings since December 18, 2000.  Mr. Bennett was Systems Administrator andAnalyst at the then Fort Devens from 1995 to 1997, and was the senior BudgetAnalyst at Fort Devens from 1990 to 1995. Mr. Bennett graduated from Bucknell University (B.A.).  Entities managed by Bennett ManagementCorporation, which is controlled by Mr. Bennett’s brother, James Bennett, aresignificant holders of the Preferred Stock and Common Stock issued by KaiserHoldings in April 2001, as a result of being significant holders ofsubordinated notes of Kaiser Group International, Inc. (“Old Kaiser”).  Mr. Bennett owns 1,000 shares of Common Stockand no shares of Preferred Stock.

 

DouglasW. McMinn, 57, has been President and Chief Executive Officer of KaiserHoldings since September 2004.  Mr.McMinn has been a director of Kaiser Holdings since September 2004 and alsoserves on the Board of Managers of Kaiser-Hill Company, LLC.  Mr. McMinn has been a senior officer of the Companyand its predecessors for more than 17 years. Mr. McMinn is the Chief Executive Officer of Global Trade & Invest,Inc., a firm which he co-founded to engage in international trading activitiesand to provide consulting assistance to companies doing businessinternationally.  Mr. McMinn served inthe United States Government as a staff member in the National Security Counciland as an Assistant Secretary of State for Economic and Business Affairs, U.S.Department of State.  Mr. McMinn owns 1,000 shares of Common Stock andno shares of Preferred Stock.

MarkS. Tennenbaum, 45, has been a director of Kaiser Holdings since September2004.  Mr. Tennenbaum is a private investor. Mr. Tennenbaum waschief financial officer and co-founder of FrontBridge Technologies, Inc.  Prior to FrontBridge Technologies, Inc., Mr.Tennenbaum served as chief financial officer of SoftAware Networks, Inc.  Mr.Tennenbaum owns 200,000 shares of Common Stock and no shares of PreferredStock.  Entities controlled by Mr.Tennenbaum’s father, Michael E. Tennenbaum, are significant holders of theCompany’s Common Stock and Preferred Stock.

 

Frank E. Williams, Jr., 70, Chairman of the Board ofDirectors of Kaiser Holdings, currently serves as chairman and principal owner ofWilliams Enterprises of Georgia, Inc., a holding company controlling sixsubsidiaries active in various facets of the steel industry.  In addition, Mr. Williams serves as Chairman,CEO, and 50-percent owner of Williams & Beasley Co., a major erector of steelproducts in the Southwestern US, and Chairman and a major shareholder ofWilfab, Inc., a fabricator of structural steel. Mr. Williams serves as a member on the Board of Directors of HarborCapital National Bank and Diamond Head Casino Corporation.  Mr. Williams is also Managing Partner andprincipal owner of Structural Concrete Products LLC (SCP), a manufacturer ofprestressed concrete building systems, and of Industrial Alloy Fabricators(IAF), a fabricator of alloy plate products for the pulp and chemicalindustries.  Mr. Williams previouslyfounded and served as President, CEO and Chairman of Williams Industries, Inc.of Falls Church, Virginia, 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

 

1

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structures in theMid-Atlantic region.  Mr. Williamscurrently serves as a director of Williams Industries, Inc.  Mr.Williams owns 17,012 shares of Common Stock and 6,097 shares of PreferredStock.

 

Marian P. Hamlett, 43, isExecutive Vice President and Chief Financial Officer.  Prior to becoming Executive Vice Presidentand Chief Financial Officer, Ms. Hamlett served as Corporate Controller of theCompany since January 2001.  From 1995 to2001, Ms. Hamlett owned her own Certified Public Accounting firm and providedvarious consulting services.  Ms. Hamlettalso worked in venture capital and financial services fields.  Ms. Hamlett was a manager with Deloitte andTouche from 1985 to 1991 and graduated from Texas Christian University(B.B.A.).  Ms. Hamlett owns no shares ofCommon or Preferred Stock.

 

**Audit Committee**

 

The Audit Committee isresponsible for the selection, and reviews and accepts the reports, of theCompany’s independent accountants.  The Audit Committee met seven timesduring the year ended December 31, 2004.  At the present time each memberof the Audit Committee is “independent” as defined under the NationalAssociation of Securities Dealers (“NASD”) listing standards. The Company’sBoard of Directors has determined that it does not have an “audit committeefinancial expert,” as defined in applicable rules of the SEC, serving on itsaudit committee at the present time.  Given the small size of the Board,the Company’s limited operations, and the nature and number of itsstockholders, the Board has determined that it is not necessary to have anaudit committee financial expert at the present time.  The Board ofDirectors may consider adding a person who would qualify as an audit committeefinancial expert to the Board and audit committee in the future.

 

**Section16(a) Beneficial Ownership and Reporting Compliance**

 

The Commission requirespublic companies to tell their shareholders when certain persons fail to reporttheir transactions in the company’s equity securities to the Commission on atimely basis. Based upon a review of Commission Forms 3, 4, and 5 furnished tothe Company, and based on representations that no Forms 3, 4, and 5 other thanthose already filed were required to be filed, the Company believes that allSection 16(a) filing requirements applicable to officers, directors andbeneficial owners of more than 10% of the equity securities of Kaiser Holdingswere satisfied with respect to the year ended December 31, 2004 except that,due to the expiration of the Commission electronic access codes and the delayin obtaining the new codes, a Form 4 reporting the purchase of 1,000 shares ofcommon stock by Mr. Williams was filed four weeks late by his accountant.  A Form 4 reporting the sale of 500 shares ofCommon Stock filed on March 18, 2005 and a Form 4 reporting the sale of 1,250shares of Common Stock filed on April 29, 2005 were also filed late for Mr.Bennett due to the Company not being notified of the transactions.

 

**Corporate Governance Principlesand Code of Conduct**

 

The Company’s Board ofDirectors 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 appliesto all employees, officers and directors and includes, but is not limited to,the substance of the code of ethics required by applicable Commissionrules.  Copies of these documents were filed as Exhibits to a CurrentReport on Form 8-K filed with the Commission on January 13, 2004.

 

**Item 11****.  Executive Compensation**

 

**Summary Compensation Table**

 

                The following tableshows the compensation received by each person who served as an executiveofficer of the Company during 2004, and the executive officers that wereserving as of December 31, 2004.

 

2

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** **
| ** **                                                                       | ** ** | **Annual Compensation** | ** ** | **All Other**** Compensation** | ** ** |
|----------------------------------------------------------------------------------|------------|-------------------------|------------|-------------------------------------|------------|
| **Name, Principal Position**

**and Period Ended December 31,**                  | ** ** | **Salary  ($)**         | ** ** | **Bonus  ($))**                     | ** ** | **Other****Anual  Compensation** | ** ** | ** ** | ** ** |
| ** **                                                                       | ** ** | ** **              | ** ** | ** **                          | ** ** | ** ** | ** ** | ** ** | ** ** |
| Douglas W. McMinn, President and Chief Executive Officer (a)                |       |                    |       |                                |       |   |   |   |   |
| 2004                                                                             |       | $                       | 191,542    |                                | 0          |   | 0 |   | $ | 28,000 | (b) |
| 2003                                                                             |       | —                  |       | —                              |       | — |   | — |   |
| 2002                                                                             |       | —                  |       | —                              |       | — |   | — |   |
|                                                                             |       |                    |       |                                |       |   |   |   |   |
| Marian P. Hamlett, Executive Vice President and Chief Financial Officer (c) |       |                    |       |                                |       |   |   |   |   |
| 2004                                                                             |       | $                       | 146,077    |                                | 0          |   | 0 |   | $ | 28,000 | (d) |
| 2003                                                                             |       | —                  |       | —                              |       | — |   | — |   |
| 2002                                                                             |       | —                  |       | —                              |       | — |   | — |   |
|                                                                             |       |                    |       |                                |       |   |   |   |   |
| John T. Grigsby, Jr. (e)                                                         |       |                    |       |                                |       |   |   |   |   |
| 2004                                                                             |       | $                       | 228,469    |                                | $          | 450,000 |   | $ | 22,000 | (f) | $ | 28,000 | (i) |
| 2003                                                                             |       | $                       | 210,000    |                                | $          | 202,600 |   | $ | 5,400 | (g) | $ | 28,000 | (i) |
| 2002                                                                             |       | $                       | 213,461    |                                | $          | 250,000 |   | $ | 4,900 | (h) | $ | 28,000 | (i) |
|                                                                             |       |                    |       |                                |       |   |   |   |   |
| Marijo Ahlgrimm (j)                                                              |       |                    |       |                                |       |   |   |   |   |
| 2004                                                                             |       | $                       | 23,431     |                                | 0          |   | 0 |   | $ | 16,736 | (k) |
| 2003                                                                             |       | $                       | 19,148     |                                | 0          |   | 0 |   | $ | 15,231 | (k) |
| 2002                                                                             |       | $                       | 27,856     |                                | 0          |   | 0 |   | $ | 6,964 | (k) |

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(a)           Mr.McMinn was appointed as President and Chief Executive Officer of the Company onSeptember 9, 2004.  Compensation for Mr.McMinn prior to 2004 is not presented. Mr. McMinn does not have an employmentagreement with the Company.

(b)              The amount shown under “All Other Compensation” forMr. McMinn relates to the Company match under the Company’s Section 401(k)Plan.

(c)           Ms.Hamlett was appointed as Executive Vice President and Chief Financial Officerof the Company on April 15, 2004. Compensation for Ms. Hamlett prior to 2004 is not presented. Ms. Hamlettdoes not have an employment agreement with the Company.

(d)              The amount shown under “All Other Compensation” for Ms.Hamlett relates to the Company match under the Company’s Section 401(k) Plan.

(e)              Mr. Grigsby served as President and Chief ExecutiveOffice of the Company until September 9, 2004.

(f)                  Represents the fair market value of 1,000 shares ofCommon Stock granted to Mr. Grigsby on April 5, 2004.

(g)               Represents the fair market value of 1,000 shares ofCommon Stock granted to Mr. Grigsby on January 15, 2003.

(h)               Represents the fair market value of 2,000 shares ofCommon Stock granted to Mr. Grigsby on January 15, 2002.

(i)                   For a descriptionof the terms of an employment agreement entered into between Mr. Grigsby andthe Company, see the discussion under “Employment Contracts and Termination ofEmployment Arrangements” below.  Theamounts shown under “All Other Compensation” for Mr. Grigsby comprise thefollowing:

 

2004            $28,000**                **Company match under the Company’s Section401(k) Plan

2003            $28,000                 Companymatch under the Company’s Section 401(k) Plan

2002            $28,000                 Companymatch under the Company’s Section 401(k) Plan

(j)                   Ms. Ahlgrimm servedas Executive Vice President and Chief Financial Officer until April 15, 2004.

(k)                The amounts shownunder “All Other Compensation” for Ms. Ahlgrimm comprise the following:

 

2004            $16,736                 Companymatch under the Company’s Section 401(k) Plan

2003            $15,231**                **Company match under the Company’s Section401(k) Plan

2002            $6,964                   Companymatch under the Company’s Section 401(k) Plan

 

3

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**OptionGrants in 2004 and Aggregated Option Exercises in 2004 and December 31, 2004Option Values**

 

There were nooption grants to any of the named executive officers identified in the SummaryCompensation Table on page 3 of this report during the year ended December 31,2004.  There were no unexercised stock options outstanding for stock ofthe Company as of December 31, 2004.

 

**EmploymentContracts and Termination of Employment Arrangements**

 

John T. Grigsby,Jr. resigned as President, Chief Executive Officer and director of the Companyeffective August 31, 2004.  As a result of his resignation, Mr. Grigsby’semployment agreement with the Company and John T. Grigsby, Jr. terminated onAugust 31, 2004.  In connection with his resignation, the Company and Mr.Grigsby entered into an agreement dated August 31, 2004 providing for Mr.Grigsby’s transition.

 

Douglas W. McMinnwas elected President and Chief Executive Officer with the Company effectiveSeptember 9, 2004 to fill the vacancy created by the resignation of John T.Grigsby, Jr.  The Company has not at this time entered into an employmentagreement with Mr. McMinn in respect of his new positions.

 

**Compensationof Non-employee Directors**

 

Directors who arenot employees of the Company (“Non-employee Directors”) are paid $1,000 forattendance at each meeting of the Board of Directors; they are paid $500 forattendance at each meeting of a committee of the Board of Directors of whichthe director is a member.  The Chairperson of each committee is paid $750for attendance at each Board committee meeting. In addition, each Non-employeeDirector receives an annual retainer of $20,000, payable in advance inquarterly installments, and is reimbursed for expenses incurred in connectionwith Board service.  In January 2002 theCompany adopted a practice of making annual grants of 1,000 shares of CommonStock to each member of the Company’s Board of Directors.  Such grants are made pursuant to the terms ofthe 2002 Equity Compensation Plan which was approved by the stockholders at the2003 Annual Meeting.  Directors who areemployees of the Company do not receive separate cash compensation for theirservice as directors.

 

**Report ofCompensation Committee**

 

During 2004, theCompensation Committee was comprised of Messrs. Bennett (Chair) and Williams,both of whom are “independent” as defined in the NASD listing standards.

 

The Company’semployee compensation policy is tailored to its unusual circumstances, whichinvolve principally the management and resolution of claims arising out of thecontinuing bankruptcy proceedings relating to International negotiations andproceedings relating to the Nova Hut project, and participating in the affairsof Kaiser-Hill Company, LLC.  The Company’s goal is to retain a sufficientnumber of employees necessary to carry out these activities and evaluate otheropportunities the Company may want to pursue.  The Board of Directors andthe Compensation Committee believe it is in the best interest of the Company toretain a small number of knowledgeable and appropriately incentivized keyemployees.

 

The CompensationCommittee reviews the annual salary, incentive compensation and other benefitspaid to the President and Chief Executive Officer and other persons designatedas executive officers under applicable Commission rules and regulations. In this connection, the Compensation Committee reviews the employment-relatedarrangements (both proposed and existing) with persons who are or will becomeexecutive officers.

 

The CompensationCommittee annually reviews and approves the compensation of the Company’sPresident and Chief Executive Officer.

 

At this time Mr.McMinn’s compensation consists of a base annual salary of $225,000 and annualgrants 1,000 shares of Common Stock.

 

4

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The CompensationCommittee has not yet reached a conclusion as to the appropriate incentivecompensation program for Mr. McMinn.

 

Submitted by the Compensation Committee

 

Jon B. Bennett

Frank E. Williams, Jr.

Mark S. Tennenbaum

 

**Comparison of Total StockholderReturn**

 

**Comparisonof 5 Year Cumulative Total ReturnAssumes Initial Investment of $100December 2004**

 

 

The graph plotscumulative total return on a $100 investment in the Company’s Common Stock forthe past five years.  The S&P 500 Index and group of peer issuers areshown for comparison and include reinvestment of dividends whereapplicable.  The peer issuers were selected because of the similarity ofbusiness elements and contracts held with the U.S. Department of Energy. Thesepeer issuers include the following five companies:  Flour Corporation,Jacobs Engineering Group, Inc., The Shaw Group, Inc., TRC Companies, Inc. andWashington Group International, Inc.

 

**CumulativeTotal Return**

 
| ** **                                    | ** ** | **2000** | ** ** | **2001** | ** ** | **2002** | ** ** | **2003** | ** ** | **2004** | ** ** |
|-----------------------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| Kaiser Group Holdings, Inc.*****              |       | $        | 4.00       |     | $          | 8.61     |       | $        | 14.58      |     | $          | 59.72 |   | $ | 73.61 |   |
| S&P 500                                   |       | $        | 0.90       |     | $          | 80.10    |       | $        | 62.39      |     | $          | 80.29 |   | $ | 89.02 |   |
| Peer Issuers Only                             |       | $        | 113.16     |     | $          | 110.68   |       | $        | 90.79      |     | $          | 127.22 |   | $ | 153.31 |   |
| Peer Issuers plus Kaiser Group Holdings, Inc. |       | $        | 112.98     |     | $          | 110.50   |       | $        | 90.72      |     | $          | 127.50 |   | $ | 153.67 |   |

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*Prior to December 18,2000, the financial performance is that of International

 

5

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**Item 12****.  Security Ownership and Certain BeneficialOwners and Management and Related Stockholder Matters**

 

A person is deemed to be a beneficial owner of theCompany’s equity securities if that person has voting and/or investment powerwith respect to such equity securities or has the right to acquire such equitysecurities within 60 days.  The following table sets forth informationregarding each person known by the Company to beneficially own 5% or more ofthe outstanding shares of Common Stock and Preferred Stock of the Company.

 
| **Name and Address of Beneficial Owners**

**of More Than 5% of the**

**Common Stock of the Company** | ** ** | **Amount and  Nature of  Beneficial  Ownership of  Shares of  Common Stock  of the Company** | ** ** | **Amount and  Nature of  Bneficial Ownership of  Shares of  Preferred Stock  of the Company  (*Less than 1%)** | ** ** | **Percent of  Common  Stock of the  Company** | ** ** | **Percent of  Preferred  Stock of the  Company  (*Less than  1%)** | ** ** |
|--------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------|------------|--------------------------------------------------------------------|------------|
| James D. Bennett                                                                                       |       |                                                                                         |       |                                                                                                           |       |                                          |       |                                                               |       |
| Bennett Restructuring Fund, L.P.                                                                       |       |                                                                                         |       |                                                                                                           |       |                                          |       |                                                               |       |
| 2 Stamford Plaza, Suite 1501                                                                           |       |                                                                                         |       |                                                                                                           |       |                                          |       |                                                               |       |
| 281 Tresser Boulevard                                                                                  |       |                                                                                         |       |                                                                                                           |       |                                          |       |                                                               |       |
| Stamford, CT 06901                                                                                     |       | 219,848                                                                                      | (a)        | 104,562                                                                                                        | (b)        | 13.7                                          | %          | 21.4                                                               | %          |
| Michael E. Tennenbaum                                                                                  |       |                                                                                         |       |                                                                                                           |       |                                          |       |                                                               |       |
| Tennenbaum & Co., LLC Q                                                                            |       |                                                                                         |       |                                                                                                           |       |                                          |       |                                                               |       |
| 11100 Santa Monica Boulevard, Suite 210                                                                |       |                                                                                         |       |                                                                                                           |       |                                          |       |                                                               |       |
| Los Angeles, CA 90025                                                                                  |       | 752,899                                                                                      | (c)        | 157,122                                                                                                        | (d)        | 47.0                                          | %          | 32.1                                                               | %          |
| John Hancock Financial Services, Inc.                                                                  |       |                                                                                         |       |                                                                                                           |       |                                          |       |                                                               |       |
| John Hancock Place                                                                                     |       |                                                                                         |       |                                                                                                           |       |                                          |       |                                                               |       |
| P.O. Box 111                                                                                           |       |                                                                                         |       |                                                                                                           |       |                                          |       |                                                               |       |
| Boston, MA 02117                                                                                       |       | 81,949                                                                                       | (e)        | *                                                                                                              |       | 5.1                                           | %          | *                                                                  |       |

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(a)                                  The information withrespect to 219,848 shares of Common Stock beneficially owned by James D.Bennett is based on a Report on Form 4 dated November 2002, which was filedwith the Securities and Exchange Commission (“SEC”) on December 11, 2002.

(b)                                 The information withrespect to 104,562 shares of Preferred Stock was reported to the Company byJames D. Bennett on March 31, 2004.  Mr.Bennett declined to provide current ownership information of shares ofPreferred Stock.

(c)                                  The information withrespect to 752,899 shares of Common Stock beneficially owned by Michael E.Tennenbaum, including (1) 77,924 shares of Common Stock reported to bebeneficially owned by Tennenbaum & Co., LLC, (2) 400,000 shares of CommonStock reported to be beneficially owned by Michael E. Tennenbaum 2002 AnnuityTrust, and (3) 274,975 shares of Common Stock reported to be beneficially ownedby Michael E. Tennenbaum and Suzanne S. Tennenbaum, trustees of the TennenbaumLiving Trust, is based on a Report on Form 4 dated April 3, 2003, which wasfiled with the Commission on April 3, 2003.

(d)                                 The information withrespect to 157,122 shares of Preferred Stock beneficially owned by Michael E.Tennenbaum, including (1) 27,786 shares of Preferred Stock reported to bebeneficially owned by Tennenbaum & Co., LLC, and (2) 129,336 shares ofPreferred Stock reported to be beneficially owned by Michael E. Tennenbaum andSuzanne S. Tennenbaum, trustees of the Tennenbaum Living Trust, is based on aReport on Form 4 dated February 16, 2004, which was filed with the Commissionon August 3, 2004.

(e)                                  The information withrespect to 81,949 shares of Common Stock beneficially owned by John HancockFinancial Services, Inc. is based on a Report on Schedule 13G dated December31, 2001, which was filed with the Commission on February 1, 2002.

 

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The following table setsforth information regarding the beneficial ownership of shares of Common Stockand Preferred Stock by each director, by current executive officers named inthe Summary Compensation Table on page 34 of this Report, and by all directorsand current executive officers as a group. The information set forth below is current as of April 27, 2005.

 
| **Certain Beneficial Owners**

**of Shares of Common Stock**

**of the Company** | ** ** | **Amount and Nature  of Beneficial  Ownership of  Shares of Common  Stock of the  Company (a)** | ** ** | **Amount and Nature  of Beneficial  Ownership of  Shares of Preferred  Stock of the  Company (a)** | ** ** | **Percent of  Common Stock  of the Company  (*Less than 1%)** | ** ** | **Percent of  Preferred  Stock of the  Company  (*Less than 1%)** | ** ** |
|----------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|
| (i) Directors and Nominees  for Director                                         |
| Jon B. Bennett                                                                   |       | 1,000                                                                                           |       | 0                                                                                                  |       | *                                                             |       | *                                                                 |       |
| Douglas W. McMinn                                                                |       | 1,000                                                                                           |       | 0                                                                                                  |       | *                                                             |       | *                                                                 |       |
| Mark S. Tennenbaum                                                               |       | 200,000                                                                                         |       | 0                                                                                                  |       |                                                          |       |                                                              |       |
| Frank E. Williams, Jr.                                                           |       | 17,012                                                                                          |       | 6,097                                                                                              |       | *                                                             |       | *                                                                 |       |
| (ii) Current Executive  Officers                                                 |
| Douglas W. McMinnPresident and Chief  Executive Officer                          |       | 1,000                                                                                           |       | 0                                                                                                  |       | *                                                             |       | *                                                                 |       |
| Marian P. HamlettExecutive Vice President and Chief Financial Officer            |       | 0                                                                                               |       | 0                                                                                                  |       | *                                                             |       | *                                                                 |       |
| (iii) All Directors and Current Executive Officers as a Group (5  Persons)       |       | 219,012                                                                                         |       | 6,097                                                                                              |       | *                                                             |       | *                                                                 |       |
|                                                                                  |            |                                                                                                 |            |                                                                                                    |            |                                                               |            |                                                                   |            |  |  |

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(a)  All shares shown are held outright.

 

The information with respect to Mr. Tennenbaum’sbeneficial ownership of 200,000 shares of Common Stock is owned indirectly bythe Michael E. Tennenbaum 2002 Annuity Trust.

 

The information with respect to Mr. Williams beneficial ownership of17,012 shares of Common Stock includes (1) 6,500 shares of Common Stockreported to be beneficially owned by Mr. Williams, (2) 1,312 shares of CommonStock reported to be beneficially owned by Williams Family Foundation, (3)6,300 shares of Common Stock reported to be beneficially owned by Williams Family LP, (4) 600 shares of Common Stock reported to be beneficially owned byMr. Williams as trustee for minor grandchildren, (5) 300 shares of Common Stock reported to be beneficially owned byMr. Williams as executor of his father’s estate, and (6) 2,000 shares of CommonStock reported to be beneficially owned by Mrs. Williams.  The information with respect to Mr. Williamsbeneficial ownership of 6,097 shares of Preferred Stock includes (1) 761 sharesof Preferred Stock reported to be beneficially owned by Mr. Williams, (2) 487shares of Preferred Stock reported to be beneficially owned by Mrs. Williams,(3) 1,699 shares of Preferred Stock reported to be beneficially owned byWilliams Family LP, (4) 150 shares of Preferred Stock reported to bebeneficially owned by Mr. Williams as trustee for minor grandchildren,and (5) 3,000 shares of Preferred Stock reported to be beneficially owned byWilliams Family Foundation.  Thisbeneficial ownership information was reportedto be beneficially owned by Mr. Williams is based on a Report on Form 4 datedFebruary 14, 2005, which was filed with the Commission on February 17, 2005.

 

**Item 13****.  Certain Relationships and Related Transactions**

 

At December 31, 2004 and2003, the Company had invested funds in certificates of deposit at CapitalBank, a financial institution where one of the Company’s directors serves onthe board.  The certificates of depositstotal $2.0 million and $1.0 million at December 31, 2004 and 2003,respectively.  The certificates ofdeposit bear a market rate of interest.

 

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During the yearsended December 31, 2004, 2003 and 2002, the Company paid $281,000, $474,000 and$862,000, respectively, in legal fees to Squire, Sanders & Dempsey L.L.P.,a law firm for which one of the Company’s directors was a partner.  Effective February, 2005, this individual nolonger serves as a director of the Company.

 

**Item 14****.  Principal Accountant Fees and Services**

 

Aggregate fees for professional services rendered byPricewaterhouseCoopers as of or for the years ended December 31, 2004 and 2003,were:

| ** **                                     | ** ** | **Fiscal 2004** | ** ** | **Fiscal 2003** | ** ** |
|------------------------------------------------|------------|-----------------|------------|-----------------|------------|
| **Audit Fees**                                 |       |            |       |            |       |
| Annual audit of Kaiser Group Holdings, Inc. ** |       | $               | 80,000     |            | $          | 70,000 |   |
| Audit of Kaiser Netherlands, BV **             |       | —          |       | 5,117           |       |
| Quarterly review procedures **                 |       | 30,000          |       | 28,115          |       |
| Registration Statement on Form S-8             |       | —          |       | 1,000           |       |
| ** **                                     |       | 110,000         |       | 104,232         |       |
| **Tax Fees**                                   |       |            |       |            |       |
| Tax compliance work                            |       | —          |       | 10,003          |       |
| Tax consulting — Canada                   |       | 7,459           |       | —          |       |
| Other                                          |       | —          |       | 720             |       |
| ** **                                     |       | 7,459           |       | 10,723          |       |
| ** **                                     |       |            |       |            |       |
| **Total**                                      |       | $               | 117,459    |            | $          | 114,955 |   |

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** The amounts includedin Audit Fees are the fees billed *for*the respective years for the annual audit of the Company’s financial statementsand the review of quarterly financial statements and regulatory filings.  The amounts included in each of the othercategories are the fees billed *in*the respective years.

The AuditCommittee approved in advance the use of PricewaterhouseCoopers for thetax-related services referred to above.

 

**PoliciesWith Respect to Approval of Non-Audit Services**

 

The AuditCommittee’s responsibilities include review and pre-approval of all audit andnon-audit services performed by the independent auditors.  In exercisingthat responsibility with respect to proposed engagements for non-auditservices, the Audit Committee’s Charter requires the Committee to giveparamount consideration to the question of whether the engagement of theindependent auditors to perform those services is likely to create a risk thatindependence of the independent auditors may be compromised.  To that end,the Audit Committee endeavors to exercise its discretion in a manner that willavoid or minimize the risk of compromising the independence of the independentauditors.

 

The AuditCommittee will typically be inclined to approve requests to engage theindependent auditors to provide those types of non-audit services that areclosely related to the audit services performed by the independent auditors,such as audit-related services, tax-compliance/return-preparation services, and“due diligence” services relating to transactions that the Company may beconsidering from time to time.  Because such non-audit services bear aclose relationship to the audit services provided by the independent auditors,the Audit Committee believes that they will not ordinarily present a materialrisk of compromising the independence of the independent auditors, subject tothe Audit Committee’s policy concerning the total amount payable to theindependent auditors for non-audit services with respect to any fiscal year.

 

Between meetingsof the Audit Committee, the Chairman of the Audit Committee is authorized toreview and, where consistent with this policy, to pre-approve non-auditservices proposed to be performed by the independent auditors that are budgetedfor fees of $25,000 or less.  The Chairman shall report any pre-approvaldecisions to the Audit Committee as soon as practicable and in any event at itsnext scheduled meeting.

 

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** **

**PART IV**

 

###### **Item 15. Exhibits and Financial Statement Schedules**

 

**(a)   **** ****Documents filed as part of thisReport**

 

**1.**** ****Financial Statements**

 

None

 

**2.**** ****Financial Statement Schedules**

 

None

 

**3.**** ****Exhibits (listed according to thenumber assigned in the table in Item 601 of Regulation S-K)**

 

**ExhibitNo. 31.3 — Certification of the Principal Executive Officer**

 

Pursuant to Rule 13a-14(a) and 15d-14(a) of theSecurities Exchange Act of 1934

 

**ExhibitNo. 31.4 — Certification of the Principal Financial Officer**

 

Pursuant to Rule 13a-14(a) and 15d-14(a) of theSecurities Exchange Act of 1934

 

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

| KAISER GROUP HOLDINGS,  INC.                  |
|-----------------------------------------------|
|  

 

                         |
| By:                                           | /s/ Douglas W. McMinn |   |
| Name: Douglas W. McMinn                       |
| Title: President and  Chief Executive Officer |

 

April 29, 2005

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.

 

(1)  Principal executive officer

 

| /s/ Douglas W. McMinn |   |                                   |   | April 29, 2005 |
|-----------------------|--------|----------------------------------------|--------|----------------|
| Douglas W. McMinn     |   | President and  Chief Executive Officer |   |           |

 

(2) Principal financial and accounting officer

 

| /s/ Marian P. Hamlett |   |                                                                          |   | April 29, 2005 |
|-----------------------|--------|-------------------------------------------------------------------------------|--------|----------------|
| Marian P. Hamlett     |   | Executive Vice  President,  Chief Financial Officer,  and Assistant Treasurer |   |           |

 

(3)  Board of Directors

 

| /s/ Jon B. Bennett          |   |     |   | April 29, 2005 |
|-----------------------------|--------|----------|--------|----------------|
| Jon B. Bennett              |   | Director |   |           |
|                        |   |     |   |           |
| /s/ Douglas W. McMinn       |   |     |   | April 29, 2005 |
| Douglas W. McMinn           |   | Director |   |           |
|                        |   |     |   |           |
| /s/ Mark S. Tennenbaum      |   |     |   | April 29, 2005 |
| Mark S. Tennenbaum          |   | Director |   |           |
|                        |   |     |   |           |
| /s/ Frank E. Williams,  Jr. |   |     |   | April 29, 2005 |
| Frank E. Williams, Jr.      |   | Director |   |           |

 

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