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): February 29, 1996
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 No.)
of incorporation)
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)
Item 5. Other Events
As previously reported in Form 8-K dated February 5, 1996 of EMCOR Group,
Inc. (the "Registrant"), the Registrant solicited the consent of holders of (x)
its 7% Senor Secured Notes, Series A, due 1997 ("Series A Notes"), issued under
an Indenture (the "Series A Indenture") dated as of December 15, 1994 among the
Registrant, its subsidiaries MES Holdings Corporation and SellCo Corporation, as
Guarantors, and IBJ Schroder Bank & Trust Company, as Trustee, and (y) its 11%
Series C Notes, due 2001 ("Series C Notes"), issued under an Indenture dated as
of December 15, 1994, as amended by a First Supplemental Indenture dated as of
June 28, 1995 (collectively, the Series C Indenture), among the Registrant, its
subsidiary MES Holdings Corporation, as Guarantor, and Fleet National bank of
Connecticut (f/k/a Shawmut Bank Connecticut, National Association) to certain
proposed amendments to the Series A Indenture and to the Series C Indenture,
respectively.
As previously reported in the Form 8-K dated February 5, 1996, the proposed
amendments will (i) reduce the ratio required to be maintained by the Registrant
and certain of its subsidiaries under a Consolidated Fixed Charge Coverage Ratio
covenant (as defined in the Indentures) contained in each of the Indentures and
(ii) exclude from the interest component of that calculation certain non-cash
interest payments which are payable by the issuance of additional Series A Notes
and Series C Notes.
The majority in aggregate principal amount of the outstanding Series A
Notes and Series C Notes are required to approve the proposed amendments to the
Series A Indenture and the Series C Indenture, respectively.
As of the close of business on February 29, 1996, the proposed amendments
were consented to by a majority in aggregate principal amount of the outstanding
Series A Notes and by a majority in aggregate principal amount of the
outstanding Series C Notes. As of that date, holders of $39,778,571 in aggregate
principal amount of the outstanding Series A Notes (representing approximately
61% in aggregate principal amount of the outstanding Series A Notes) consented
to the proposed amendments to the Series A Indenture, and holders of $46,602,331
in aggregate principal amount of the outstanding Series C Notes (representing
approximately 67% in aggregate principal amount of the outstanding Series C
Notes) consented to the proposed amendments to the Series C Indenture.
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 thereunto duly authorized.
EMCOR GROUP, INC.
By: /s/ Frank T. MacInnis
Frank T. MacInnis
Chairman, President and
Chief Executive Officer
Dated: February 29, 1996
