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): May 29, 1996
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EMCOR Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-2315 11-2125338
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification
of incorporation) No.)
101 Merritt Seven, Norwalk, CT 06851
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number (including area code) (203) 849-7800
N/A
(Former name or former address, if changed since last report)
Page 1 of 5
Exhibit Index is located
at Page 4
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On May 29, 1996, EMCOR Group, Inc. issued a press release which is attached
hereto as Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
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(c) Exhibits:
Exhibit Number Description
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2.1 ** Asset Acquisition Agreement, dated February 9,
1996, between The City of New York, Jamaica Water
Supply Company and EMCOR Group, Inc. (which is
incorporated herein by reference to Exhibit 2(g)
to EMCOR Group, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1995 ("1995 Form
10-K")).
2.2 ** Asset Acquisition Agreement, dated February 9,
1996, between Water Authority of Western Nassau
County, Jamaica Water Supply Company and EMCOR
Group, Inc. (which is incorporated herein by
reference to Exhibit 2(h) to the 1995 Form 10-K).
99 * Press Release issued May 29, 1996.
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* Filed herewith.
** Incorporated herein by reference
Page 2 of 5
<PAGE>
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 duly authorized.
EMCOR Group, Inc.
By /s/ Frank T. MacInnis
------------------------
Frank T. MacInnis
Chairman, President and
Chief Executive Officer
Dated: June 11, 1996
Page 3 of 5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page Number
2.1 ** Asset Acquisition Agreement, dated February
9, 1996, between The City of New York,
Jamaica Water Supply Company and EMCOR
Group, Inc. (which is incorporated herein by
reference to Exhibit 2(g) to EMCOR Group,
Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1995 ("1995 Form
10-K")).
2.2 ** Asset Acquisition Agreement, dated February
9, 1996, between Water Authority of Western
Nassau County, Jamaica Water Supply Company
and EMCOR Group, Inc. (which is incorporated
herein by reference to Exhibit 2(h) to the 1995
Form 10-K).
99 * Press Release issued May 29, 1996.
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* Filed herewith.
** Incorporated herein by reference
Page 4 of 5
EXHIBIT 99
FOR IMMEDIATE RELEASE
CONTACT: Joseph W. Barnett
Vice Pres./Communications
EMCOR Group, Inc.
(203) 849-7812
EMCOR GROUP, INC. COMPLETES THE SALE OF
JAMAICA WATER SUPPLY COMPANY
AND SEA CLIFF WATER COMPANY
* * *
EMCOR GROUP, INC. TO REDEEM ITS SERIES A NOTES IN FULL
NORWALK, CONNECTICUT, May 30, 1996 -- EMCOR Group, Inc. (NASDAQ: EMCG) announced
today that it has completed the previously announced sale of substantially all
the assets of its subsidiary Jamaica Water Supply Company to The City of New
York and the Water Authority of Western Nassau County for an aggregate purchase
price of approximately $179,000,000, subject to post-closing adjustments;
$1,175,000 of this purchase price is being held in escrow pending determination
of the post-closing adjustments. EMCOR also announced that it has completed the
previously announced sale of the stock of its other water supply subsidiary Sea
Cliff Water Company to a subsidiary of Aquarion Company for approximately
$2,600,000, subject to post-closing adjustments; approximately $520,000 of this
purchase price is being held in escrow for a period of approximately one year
pending determination of the post-closing adjustments and as collateral security
for certain indemnification obligations.
The sales proceeds from the sale of its assets will be applied by Jamaica Water
Supply Company first to pay its liabilities and preferred stock obligations and,
after satisfaction of minority stock interests in Jamaica Water Supply Company,
$15,000,000 will be used to repay a portion of current indebtedness under
EMCOR's working capital line and approximately $66,500,000 will be used to
redeem in full EMCOR's 7% Series A Senior Notes.
EMCOR stated that approximately $2,100,000 of the proceeds from the sale of Sea
Cliff Water Company would be used to redeem, in part, the 12% Subordinated
Contingent Payment Notes of its subsidiary SellCo Corporation. In addition,
EMCOR stated that it believes that, as the liabilities of Jamaica Water Supply
Company are finally determined, its various contingent liabilities are resolved,
and funds held in escrow under the sales agreements for the sale of the Jamaica
Water Supply Company assets are released, additional amounts of the sales
proceeds may become available from time to time for additional redemptions of
the Subordinated Contingent Payment Notes of SellCo Corporation.
Frank T. MacInnis, Chairman of the Board and President of EMCOR, stated he was
pleased that the Company is able to discharge its Series A Notes in full and
pay-down $15,000,000 of its working capital line as a result of the sale of
EMCOR's water companies. The sales, he added, bring to a close a chapter in
EMCOR's history, and with its improved balance sheet, he noted, EMCOR is well
positioned to refinance its working capital line and continue its growth. He
also added he was happy that as a result of these transactions some of the
Subordinated Contingent Payment Notes of EMCOR's subsidiary SellCo Corporation
would be redeemed.
EMCOR Group, Inc. is a worldwide leader in mechanical/electrical construction
and facilities management services.
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