The office of ICF Kaiser International Inc. chairman and chief executive James J. Maiwurm is one floor below the reception area at the company's Fairfax County headquarters--not quite a basement office, since the building sits on a hillside, but physically and symbolically far removed from former CEO James O. Edward's 12th-floor executive suite.

"People tell me it's a much safer environment because you can't jump off the balcony," Maiwurm said.

Maybe it helps to have a gallows sense of humor when you're trying to revive a company that has been in deep financial trouble for so long that it has been written off as dead by its competitors.

That's Maiwurm's goal, and he said the company has taken important steps to reach it by reducing staff, selling off real estate and redefining itself to pursue its strength as an engineering company.

Next month he hopes to persuade shareholders to approve a plan to restructure the company's debt even though it means reducing the relative ownership of common-stock shareholders.

These are shareholders whose stock is currently worth 31 1/4 cents a share, compared with the $8.50 price of its initial public offering price 14 years ago and its high of $18.

"This is not the typical letter to shareholders slapped on the front of a proxy statement," begins Maiwurm's letter to stockholders dated Oct. 1, urging them to vote for the company's proposals. Essentially the letter describes the choice: Reduce your percentage ownership in the enterprise, or decline and end up owning a larger percentage of nothing.

Maiwurm said that he has a compelling argument and that shareholder approval and the other elements needed will come together to allow ICF Kaiser to restructure its debt and survive. He also noted that the board of ICF Kaiser includes some of the company's largest shareholders. "It will happen," he said. "One way or another, it will happen."

The company is saddled with "a crushing debt service" of $18.1 million a year on debt that includes about $140 million in 13 percent notes. Under the restructuring agreement, the company would pay off $14 million in debt at 88 percent of face value, plus accrued interest from July 1 in cash.

The company also proposes to buy back another $125 million in debt with a combination of at least $35 million in cash, up to $25 million in new 15 percent senior notes and shares of common stock roughly equal to 15 percent of the company's common equity.

If $140 million in debt can be reduced to $25 million, "all of a sudden you are in the zone of reality, in a zone where you ought to be," Maiwurm said.

Most of the company's noteholders are bond funds, he said. The bond funds hired financial advisers to sift through the company's records, "and they came away thinking there was a company here," he said.

Maiwurm also said that a large commercial bank is considering providing the company with a line of credit.

On Nov. 4 the shareholders will also vote on measures designed to make the board more accountable, including annual election of directors rather than staggered terms.

Once the restructuring is complete, the company will change its name--dropping ICF and calling itself Kaiser Group International Inc., using Kaiser Engineers as its principal trade name.

The name Kaiser--one of the assets acquired in 1988 when ICF acquired California-based Kaiser Engineers--has great credibility around the world, Maiwurm said. That will help the company expand in areas where he said it can provide world-class engineering and construction and project management. Maiwurm said those areas include building transit and transportation projects such as bridges, highways and mass transit; building iron and steel-making facilities and alumina and aluminum plants; managing cleanups at facilities such as government-owned former nuclear weapons sites; and designing and building clean technology facilities for industries such as computer chip manufacturing.

Maiwurm, a lawyer who specialized in deals such as mergers and acquisitions at Squire Sanders & Dempsey, was brought in six months ago, after the board allowed longtime CEO Edwards to resign. Since then, the company has sold its Environment and Facilities Management Group for $74 million in cash and 90 percent of its Consulting Group for $64 million in cash, plus a $6.6 million note. It has reduced costs by disposing of real estate and reducing its work force about 20 percent.

"The days of us telling people what we're going to do are over," Maiwurm said. "We have to explain what we're doing and what we've done. That's the way we're going to build back our credibility."

The company--which reported a loss of $100.5 million last year--hopes to return to operating profitability this year and to report a profit in 2000, he said.

"This company has this terrible recent history of financial problems," he said. "But at bottom, it has really great people and projects that are making a difference, and projects that are making some money."