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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 19, 1995
EMCOR GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-2315 11-2125338
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(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
101 Merritt Seven Corporate Park, Norwalk, Connecticut 06851-1060
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(Address of principal executive offices) (Zip Code)
(203) 849-7800
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(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant
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On September 19, 1995 the Audit Committee of the Board of Directors of
EMCOR Group, Inc. (the "Company") appointed Arthur Andersen LLP as independent
accountants for its fiscal year ending December 31, 1995 to replace Deloitte &
Touche LLP effective with such appointment.
Deloitte & Touche LLP's report, dated March 17, 1995, on the financial
statements of the Company for its two most recent fiscal years ended December
31, 1994 did not contain an adverse opinion, disclaimer of opinion, or
qualification as to uncertainty, audit scope, or accounting principles.
However, in its report dated July 8, 1994 on the financial statements of
the Company for its fiscal year ended December 31, 1993, Deloitte & Touche LLP
did not express an opinion on the Company's 1993 consolidated financial
statements due to then material uncertainties related to the Company's ability
to continue as a going concern because the Company had experienced significant
losses from operations for each of the years ended December 31, 1993 and 1992,
and then had negative working capital and a deficit in shareholder's equity and
because of the then possible material effects of uncertainties related to the
net realizable value of assets of discontinued operations, claims filed against
the Company, and the possible consequences of the Company's Chapter 11
proceedings. The Company's emergence from bankruptcy on December 14, 1994
resulted in a significant reduction in the Company's indebtedness, its obtaining
of a new credit agreement and the valuing of the Company at a new reorganization
value resulting in positive shareholders' equity permitting Deloitte & Touche
LLP in its report dated March 17, 1995 to express an opinion on the 1993
consolidated financial statements as well as the 1994 consolidated financial
statements.
During the Company's two most recent fiscal years ended December 31,
1994 and the interim period subsequent to December 31, 1994, there have not been
any disagreements with Deloitte & Touche LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Deloitte
& Touche LLP, would have caused that firm to make reference to the subject
matter of such disagreements in connection with its reports.
During the Company's two most recent fiscal years ended December 31,
1994 and the interim period subsequent to December 31, 1994, there have not been
any reportable events of the type described in paragraphs (A) through (D) of
Item 304(a)(1)(v) of Regulation S-K under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended.
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The Company has requested Deloitte & Touche LLP to furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. A copy of such letter, dated September 21,
1995, is filed as Exhibit 16 to this Form 8-K.
During the Company's two most recent fiscal years ended December 31,
1994 and through September 19, 1995, neither the Company, nor anyone on its
behalf, has consulted with Arthur Andersen LLP regarding the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
Number Exhibit
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16 Letter from Deloitte & Touche LLP dated September 22, 1995
to the Securities and Exchange Commission
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto daily authorized.
EMCOR GROUP, INC.
Date: September 22, 1995 By: /s/ Frank T. MacInnis
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Frank T. MacInnis
Chairman of the Board, President
and Chief Executive Officer
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EXHIBIT 16
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
September 22, 1995
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of EMCOR Group,
Inc. dated September 19, 1995.
Yours truly,
Deloitte & Touche LLP
