<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________
EMCOR GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2125338
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
101 MERRITT SEVEN
NORWALK, CT 06851
(203) 849-7800
(Address of principal executive offices including zip code)
1994 MANAGEMENT STOCK OPTION PLAN
OF EMCOR GROUP, INC.
AND
1995 NON-EMPLOYEE DIRECTORS'
NON-QUALIFIED STOCK OPTION PLAN OF EMCOR GROUP, INC.
(Full title of plan)
Frank T. MACINNIS
Chairman of the Board, Chief Executive Officer and President
EMCOR Group, Inc.
101 Merritt Seven
Norwalk, CT 06851
(Name and address of agent for service of process)
(203) 849-7800
(Telephone number, including area code of agent for service)
_________________
Copy to
Sheldon I. Cammaker, Esq.
EMCOR Group, Inc.
101 Merritt Seven
Norwalk, CT 06851
(203) 849-7831
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Shares Amount Maximum Offering Maximum Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share(2) Price (2) Fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,200,000 $13.50 per $16,200,000 $5,586
$.01 par value shares share
- ---------------------------------------------------------------------------------------
</TABLE>
(1) Consists of 1,000,000 shares of Common Stock of the Registrant which are
issuable pursuant to options granted under the 1994 Management Stock
Option Plan and 200,000 shares of Common Stock of the Registrant which
are issuable pursuant to options granted under the 1995 Non- Employee
Directors' Non-Qualified Stock Option Plan. This Registration Statement
also covers an indeterminate number of shares of Common Stock which may
be issuable by reason of stock splits, stock dividends, or similar
transactions.
(2) This price is based on the average of the high and low sales prices
reported on the NASDAQ National Market System on April 24, 1996 and is
used solely for the purpose of determining the registration fee pursuant
to Rule 457(h).
<PAGE>
EXPLANATORY NOTE
This Registration Statement includes a form of prospectus to be used by
certain persons who may be deemed to be affiliates of EMCOR Group, Inc. in
connection with the resale of shares of Common Stock received by such persons
pursuant to this Registration Statement.
<PAGE>
PROSPECTUS
EMCOR GROUP, INC.
200,000 SHARES
COMMON STOCK ($.01 PAR VALUE)
This Prospectus relates to 200,000 shares (the "Shares") of the common
stock, $.01 par value per share (the "Common Stock"), of EMCOR Group, Inc. (the
"Company") which may be offered for sale from time to time for the account of
selling stockholders (the "Selling Stockholders") named herein. The Company will
receive none of the proceeds of this offering. The Shares may be issued from
time to time to the Selling Stockholders upon the exercise of certain options
("Options") heretofore or hereafter granted to the Selling Stockholders pursuant
to the Company's 1995 Non-Employee Directors' Non-Qualified Stock Option Plan
(the "1995 Stock Option Plan").
The Common Stock is traded on the Nasdaq National Market Tier of the
Nasdaq Stock Market under the symbol "EMCG". On April 24, 1996, the closing sale
price of the Common Stock on the Nasdaq Stock Market was $13.50 per share.
Sales of the Shares may be effected from time to time by the Selling
Stockholders directly, or through one or more broker-dealers, in the over-the-
counter market, in negotiated transactions or otherwise, at prices related to
the prevailing market prices or at negotiated prices. The Selling Stockholders
and any broker-dealers or underwriters that participate with the Selling
Stockholders in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in which event any commissions received by such broker-
dealers or underwriters and any profit on the resale of the Shares purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act. See "Plan of Distribution." The Company will pay all expenses
incident to the offering and sale of the Shares to the public other than
commissions and discounts of broker-dealers or underwriters. To the extent
required, the name of the Selling Stockholder, the number of Shares to be sold,
the purchase price, the name of any such broker-dealer or underwriter and any
applicable commissions with respect to a particular offer will be set forth in
an accompanying Prospectus Supplement. Shares covered by this Prospectus may be
sold either pursuant to this Prospectus or pursuant to Rule 144 under the
Securities Act.
______________
For information relating to certain investment considerations relating to the
Common Stock, see "Investment Considerations."
______________
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________
No person has been authorized to give any information or make any
representations, other than as contained or incorporated by reference herein,
and if given or made, such information or representations must not be relied
upon as having been authorized by the Company, the Selling Stockholders or any
other person. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, securities in any state or jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such
state or jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create any implication that there
has been no change in the affairs of the Company since the date hereof.
______________
THE DATE OF THIS PROSPECTUS IS APRIL __, 1996
4
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995 (the "1995 10-K"); (ii) the Company's Current Reports on Form 8-K dated
February 5, 1996, February 29, 1996, and March 29, 1996; (iii) the description
of Common Stock contained in the Company's Registration Statement on Form 10
(File No. 0-2315) as filed with the Commission on March 17, 1995, including any
amendments or reports filed for the purpose of updating such description.
All reports subsequently filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Prospectus. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any document which is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, including any beneficial owner, upon written or oral
request of such person, a copy of any or all of the information that has been
incorporated by reference in this Prospectus, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
the information that has been so incorporated. Requests for such copies should
be directed to Secretary, EMCOR Group, Inc., 101 Merritt Seven, Norwalk,
Connecticut 06851
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. Such reports and other information can be inspected and copied at
the public reference facilities of the Commission, Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's New York
Regional Office, 75 Park Place, Fifth Floor, New York, New York 10007, and
Chicago Regional, Room 1204, Everett McKinley Dirksen Building, 219 South
Dearborn Street, Chicago, Illinois 60604, and copies of such materials can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, DC 20549 at prescribed rates.
The Common Stock is traded on the Nasdaq National Tier of the Nasdaq
Stock Market under the symbol "EMCG". Reports and other information concerning
the Company can be inspected at the offices of the Nasdaq Stock Market, Nasdaq
Regulatory Filings, 1735 K Street, NW, Washington, DC 20006-1500
Additional information regarding the Company and the 1995 Stock Option
Plan is contained in the Registration Statement on Form S-8 and the Exhibits
thereto (the "Registration Statement") filed with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement. For
5
<PAGE>
additional information regarding the 1995 Stock Option Plan and the Shares
offered hereby, reference is made to the Registration Statement. The
Registration Statement and the Exhibits thereto may be inspected without charge
at the office of the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549
and copies thereof may be obtained from the Commission upon payment of the
prescribed fees.
GENERAL INFORMATION
EMCOR Group, Inc. ("EMCOR" or the "Company") is a leader in mechanical
and electrical construction and facilities management services. EMCOR, which
conducts its business through subsidiaries, specializes in the design,
integration, installation, start-up, testing, operation and maintenance of
complex mechanical and electrical systems. In addition, certain of its
subsidiaries operate and maintain mechanical and/or electrical systems for
customers under contracts and provide other services to customers, at the
customer's facilities, which services are commonly referred to as facilities
management. Mechanical and electrical construction and facilities management
services are provided to a broad range of commercial, industrial and
institutional customers through offices located in major markets throughout the
United States, Canada, the United Kingdom, the Middle East and Hong Kong.
On December 15, 1994 (the "Effective Date"), the Company (then known as
"JWP INC") emerged from Chapter 11 of the United States Bankruptcy Code pursuant
to its Third Amended Joint Plan of Reorganization dated August 9, 1994, as
amended (the "Plan of Reorganization"), proposed by the Company and its
subsidiary SellCo Corporation ("SellCo"). Under the Plan of Reorganization, pre-
petition creditors of the Company (other than holders of subordinated debt)
received, in addition to certain notes of the Company and SellCo, substantially
all of the newly issued Common Stock of the Company. Pre-petition holders of the
Company's subordinated debt, preferred stock, common stock and warrants of
participation received warrants to purchase Common Stock of the Company in
exchange for their debt and equity interests.
The Company, which employs approximately 12,000 people worldwide,
provides (i) mechanical and electrical construction services directly to end-
users (including corporations, municipalities and other governmental entities,
owners, developers and tenants of buildings) and, indirectly, by acting as
subcontractor, to construction managers, general contractors, systems and
equipment suppliers and other subcontractors and (ii) facilities management
services directly to end-users such as corporations, owners, property managers
and tenants of buildings.
EMCOR is a Delaware corporation, formed in 1987 to continue the business
of its predecessor, a New York corporation with the name JWP INC. The Delaware
corporation was originally named JWP INC., but changed its name to EMCOR Group,
Inc. on the Effective Date. The Company's executive offices are located at 101
Merritt Seven Corporate Park, Norwalk, Connecticut 06851-1060, and its telephone
number at those offices is (203) 849-7800.
Unless the context otherwise indicates, references herein to the
Company are to EMCOR Group, Inc. and its subsidiaries.
6
<PAGE>
INVESTMENT CONSIDERATIONS
Prospective investors should carefully consider all of the information
set forth in this Prospectus and, in particular, the following specific
investment considerations.
RECENT REORGANIZATION PROCEEDING AND FINANCIAL WEAKNESS. During 1994 the
Company reorganized pursuant to Chapter 11 of the United States Bankruptcy Code.
Pursuant to the Company's Plan of Reorganization pre-petition creditors of the
Company (other than holders of subordinated debt) received notes of the Company
and its subsidiary SellCo and substantially all of the Common Stock of the
reorganized Company. Pre-petition holders of the Company's subordinated debt,
preferred stock, common stock and Warrants of Participation received only
warrants to purchase Common Stock of the reorganized Company.
During 1995, the first full year following its reorganization, the
Company had a net loss of $10.9 million although for the last two quarters of
1995 the Company had net income of $1.8 million.
LEVERAGE AND DEBT SERVICE. The Company is highly leveraged. As of
February 29, 1996, the Company's total consolidated debt was approximately
$178.7 million (representing approximately 72.5% of total capitalization).
The high level of the Company's indebtedness poses risk to holders of
the Common Stock of the Company, including the risk that the Company might not
generate sufficient cash flow to service its obligations and the risk that the
Company's capacity to respond to market conditions and other factors could be
adversely affected. The Company's long-term debt consists of approximately $65
million aggregate principal amount of Series A Notes due 1997 that bear interest
at the rate of 7% per annum payable in additional Series A Notes; approximately
$70 million aggregate principal amount of Series C Notes due 2001 that bear
interest at the rate of 11% per annum payable in additional Series C Notes
through June 14, 1996 and thereafter payable in cash quarter-annually;
approximately $54 million aggregate principal amount of SellCo Notes issued by
its subsidiary SellCo due 2004 that bear interest at the rate of 12% per annum
payable in additional SellCo Notes; and a note in the principal amount of
$5,464,000 payable to its subsidiary SellCo due on the earlier of December 15,
2004 or at such time after December 14, 1999 that the value of the consolidated
assets of SellCo and its subsidiaries (excluding this note) is less than
$250,000. The SellCo Notes are payable only from and to the extent that the net
proceeds of sale or liquidation of the subsidiaries of SellCo, none of which are
engaged in the Company's core mechanical and electrical construction and
facilities management services business, generate sufficient cash in excess of
(i) the first $15,000,000 of proceeds from the sale of SellCo's water supply
subsidiaries, which is required to be applied to the prepayment of a portion of
outstanding indebtedness under the Company's revolving credit facilities, and
(ii) the amount required to redeem the outstanding Series A Notes. To the extent
any such excess net proceeds are insufficient to pay the SellCo Notes in full,
the holders of SellCo Notes will have recourse to the Company only to the extent
of the Company's obligations under its $5,464,000 principal amount 8% promissory
note issued by it to SellCo. The Company's ability to service its debt will
depend upon the future performance of the Company's subsidiaries, which will be
subject to prevailing economic and competitive conditions and to other factors.
7
<PAGE>
SERIES A NOTES. The Company's Series A Notes in the aggregate principal
amount of approximately $65 million are due and payable December 15, 1997. The
Company expects to repay this indebtedness from the sale of its principal water
supply subsidiary Jamaica Water Supply Company ("JWS"). The Company has entered
into agreements for the sale of substantially all of JWS' assets which should
provide the Company with sufficient cash proceeds to repay $15,000,000 of
indebtedness under its revolving credit facilities and retire the Series A Notes
in full. However, there can be no assurance that the sale of the JWS assets will
be consummated.
TERMINATING REVOLVING CREDIT FACILITIES. The Company has revolving
credit facilities for itself and its U.S. subsidiaries that terminate June 14,
1996. In addition, the Company's United Kingdom subsidiaries also have revolving
credit facilities which terminate June 30, 1996. The Company is actively seeking
to replace or extend these credit facilities.
CYCLICAL BUSINESS. The Company's principal business is mechanical and
electrical construction services and as such the Company is engaged in the
highly cyclical construction industry.
RESTRICTIONS ON CASH DIVIDENDS. The terms of the Company's Series A
Notes and its working capital credit facilities prohibit the payment of
dividends on the Company's Common Stock. In addition, the terms of the Company's
Series C Notes restrict the ability of the Company to pay cash dividends on the
Common Stock. Because of the restrictions contained in the Series A Notes and
Series C Notes and the credit facilities, and because the Company believes that
essentially all of the Company's available cash flow will be required for its
working capital needs, debt service requirements and capital expenditures, the
Company does not expect to pay cash dividends on the Common Stock in the
foreseeable future.
8
<PAGE>
SELLING STOCKHOLDERS
Each of the Selling Stockholders is a director of the Company;
accordingly, such persons may be deemed "affiliates" of the Company within the
meaning of the Securities Act. The following table sets forth as of April 15,
1996 certain information with regard to the beneficial ownership of the Common
Stock by the Selling Stockholders.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
COMMON STOCK SHARES AFTER THE OFFERING
BENEFICIALLY OWNED BEING -------------------
PRIOR TO OFFERING OFFERED NUMBER PERCENT
------------------ --------- -------------------
<S> <C> <C> <C> <C>
Steven W. Bershard 20,500 (1) 10,500 10,000 *
David A. B. Brown 10,500 (1) 10,500 --- *
Thomas D. Cunningham 10,500 (1) 10,500 --- *
Albert Fried, Jr. 256,227 (1)(2) 10,500 245,727(2) 2.5%
Malcolm T. Hopkins 20,500 (1) 10,500 10,000 *
Kevin C. Toner 15,500 (1) 10,500 5,000 *
---------- ------ ---------- ------
Total 333,727 63,000 270,727 2.5%
</TABLE>
- -------------------------
* Less than one per cent.
1 Includes 10,500 shares of Common Stock issuable upon the exercise stock
options granted under the 1995 Stock Option Plan.
2 Includes 245,727 shares of Common Stock owned by Albert Fried &
Company, LLC, of which Mr. Albert Fried, Jr. is the Managing Director.
On March 20, 1995, stock options under the 1995 Stock Option for the
purchase of an aggregate of 45,000 shares of Common Stock of the Company at an
exercise price $5.125 per share were issued to the Selling Stockholders. In
addition, on November 17, 1995 stock options under the 1995 Stock Option Plan
for the purchase of an aggregate of 18,000 shares of Common Stock at an exercise
price of $9.375 per share were issued to the Selling Stockholders.
PLAN OF DISTRIBUTION
The sale of the Shares by the Selling Stockholders may be effected from
time to time directly or through one or more broker-dealers, in the over-the-
counter market, in negotiated transactions or otherwise, or through a
combination of such methods of sale, at fixed prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling the Shares to or through broker-dealers or
underwriters, and such broker-dealers or underwriters may receive compensation
in the form of discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of the Shares for which such broker-dealers
may act as agents as to whom they sell as principal, or both (which compensation
as to a particular broker-dealer may be in excess of customary compensation).
None of the proceeds of the sale of the Shares by the Selling Stockholders will
be received by the Company.
9
<PAGE>
The Selling Stockholders and any broker-dealers or underwriters that
participate with the Selling Stockholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any discounts, concessions or commissions received by such broker-
dealers or underwriters and any profit on the resale of the Shares purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act. To the extent required, the number of Shares to be sold, the
purchase price, the name of any such broker-dealer or underwriter and any
applicable discounts, concessions or commissions with respect to a particular
offer will be set forth in an accompanying Prospectus Supplement.
In order to comply with certain state securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Shares may not be sold
unless the Shares have been registered or qualified for sale in such states or
an exemption or qualification is available and is complied with.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Sheldon I. Cammaker, General Counsel of the
Company, 101 Merritt Seven, Norwalk, Connecticut 06851. Mr. Cammaker has been
granted options to purchase 50,000 shares of Common Stock under the 1994 Stock
Option Plan.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries included in the 1995 10-K and incorporated by reference in this
Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as of and for the year ended December 31, 1995 and Deloitte &
Touche LLP, independent public accountants, as of and for the years ended
December 31, 1994 and 1993 as stated in their respective reports with respect
thereto and are incorporated herein and in the Registration Statement in
reliance upon the authority of said firms as experts in accounting and auditing.
INDEMNIFICATION
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") and Article VI of the Company's By-laws provides for the indemnification
under certain conditions of directors and officers, acting in their official
capacities. In addition, the Company has entered into indemnification agreements
with the directors and certain officers of the Company.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
Company pursuant to the DGCL, the Company's By-laws or otherwise, the Company
has been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
10
<PAGE>
_________________________ _________________________
200,000 SHARES
EMCOR GROUP, INC.
TABLE OF CONTENTS Common Stock
Page
----
Incorporation of Certain
Documents by Reference......... 5
Available Information........... 5 __________
General Information............. 6 PROSPECTUS
Investment Considerations....... 7 ----------
Selling Stockholders............ 9
Plan of Distribution............ 9
Legal Matters................... 10
Experts......................... 10
Indemnification................. 10
April __, 1996
_________________________ _________________________
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The documents containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents need not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule
424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item
3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. See
Rule 428(a)(1) under the Securities Act.
This Registration Statement on Form S-8 of EMCOR Group, Inc., a Delaware
corporation (the "Company"), covers an aggregate 1,200,000 shares of the
Company's Common Stock, par value $0.01 per share, reserved for issuance under
the Company's 1994 Management Stock Option Plan and the Company's 1995 Non-
Employee Directors Non-Qualified Stock Option Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
end of the fiscal year covered by the Annual Report referred to in (a)
above.
(c) The description of the Company's Common Stock, $0.01 par value, which is
contained in the Registration Statement on Form 10 under the Exchange Act,
which was filed with the Commission on March 17, 1995, including any
amendment or report filed for the purpose of updating such descriptions
filed by the Company with the Commission.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
-------------------------------------
Sheldon I. Cammaker, Executive Vice President and General Counsel for the
Company, has provided an opinion to the Company as to the validity of the shares
of Common Stock of the Company, being registered by this Registration Statement
on Form S-8. Mr. Cammaker has been granted options to purchase 50,000 shares of
Common Stock under the Company's 1994 Management Stock Option Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Company's Restated Certificate of Incorporation provides that the
personal liability of the Company's directors to the Company is eliminated to
the fullest extent permitted by Section 102(b) (7) of the General Corporation
Law of the State of
<PAGE>
Delaware, as the same may be amended and supplemented. The Company's Restated
Certificate of Incorporation provides for the indemnification of, to the fullest
extent permitted by Section 145 of the General Corporation Law, all persons who
may be indemnified by the Company under Section 145 of the General Corporation
Law, which would include the directors, officers, employees and agents of the
Company. The indemnification provided by the Company's Restated Certificate of
Incorporation does not limit or exclude any rights, indemnities or limitations
of liability to which any person may be entitled, whether as a matter of law,
under the By-laws of the Company, by agreement, vote of the stockholders or
disinterested directors of the Company or otherwise. The Company's Restated
Certificate of Incorporation also does not absolve directors of liability (1)
for any breach of the directors' duty of loyalty to the Company or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 174 of
the General Corporation Law, which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions in certain
circumstances and expressly sets forth a negligence standard with respect to
such liability, or (4) for any transaction from which the director derived any
improper personal benefit.
Under Delaware law, directors, officers, employees and other individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation (a "derivative action")) if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of a
derivative action, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with the defense or
settlement of such an action and the General Corporation Law requires court
approval before there can be any indemnification of expenses where the person
seeking indemnification has been found liable to the Company.
The Company also has indemnification agreements with its directors and
each of its executive officers. Each indemnification agreement provides for
indemnification to the fullest extent permitted by law. The indemnification
agreements cover all amounts paid in connection with any threatened, pending or
completed action, suit or proceeding, or any inquiry or investigation, whether
civil, criminal, administrative, investigative or otherwise (a "proceeding"),
related to the fact that such director or officer is or was a director or
officer, employee, agent or fiduciary of the Company or is or was serving at the
request of the Company in any capacity with another entity, or by reason of
anything done or not done by such director or officer in any such capacity.
Indemnification would not, however, be available if a person or body
appointed by the Company's Board of Directors who is not a party to the
proceeding for which indemnification is sought and who may be or consist of one
or more members of the Board (or, under certain circumstances discussed below,
independent legal counsel) determines that such indemnification is not permitted
under applicable law and such
<PAGE>
determination is not successfully challenged before a court. A director's or
officer's rights under an indemnification agreement are not exclusive of any
other indemnity rights; however, the indemnification agreements prevent double
payment.
The indemnification agreements provide for the prompt advancement of
expenses incurred in connection with any proceeding and obligate the director or
officer to reimburse the Company for amounts so advanced if it is subsequently
determined that the director or officer is not entitled to indemnification. The
indemnification agreements further provide that the director or officer is
entitled to indemnification for, and advancement of, expenses incurred in any
proceeding seeking to collect from the Company an indemnity claim or advancement
of expenses under the indemnification agreements, the Company's By-laws or
otherwise, or in seeking to recover under a directors' and officers' liability
insurance policy, whether or not the director or officer is successful.
After a change in control (as defined) of the Company not approved by the
Company's board of directors, all determinations to be made by or on behalf of
the Company regarding a director's or officer's right to indemnification and to
the advancement of expenses are required to be made by independent legal counsel
to be selected by the director or officer and approved by the Company. In
the event of a potential change in control (as defined) of the Company, the
director or officer may require the Company to establish a trust for such
director's or officer's benefit and to fund such trust in an amount sufficient
to cover reasonably anticipated costs in connection with any claims.
The Company maintains directors and officers liability insurance to cover
its directors and officers against liabilities they may incur when acting in
their capacity as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable
ITEM 8. EXHIBITS
--------
Exhibit No. Description
----------- -----------
4.1 Restated Certificate of Incorporation of the Company
(filed as Exhibit 3(a-1) to the Company's Form 10
Registration Statement, dated March 17, 1995 (the "Form
10") and incorporated herein by reference).
4.2 Amendment dated November 28, 1995 to Restated Certificate
of Incorporation of the Company (filed as Exhibit 3(a-2) to
the Form 10 and incorporated herein by reference).
<PAGE>
4.3 Amended and Restated By-laws of the Company (filed as
Exhibit 3(b) to the Form 10 and incorporated herein by
reference).
4.4 Form of Credit Agreement dated as of February 14, 1994
among the Company, certain subsidiaries thereof and Belmont
Capital Partners II, L.P. (filed as Exhibit 4.1 to the
Company's Form 10 and incorporated herein by reference).
4.5 Indenture, dated as of December 15, 1994, among the
Company, MES Holding Corporation ("MES") and SellCo
Corporation ("SellCo:"), as guarantors, and IBJ Schroder
Bank & Trust Company, as trustee, in respect of the
Company's 7% Senior Secured Notes, Series A, Due 1997 (the
"Series A Indenture") (filed as Exhibit 4.2 to the Form 10
and incorporated herein by reference).
4.6 First Supplemental Indenture dated as of February 29, 1996
to the Series A Indenture.
4.7 Indenture, dated as of December 15, 1994, among the
Company, MES, as guarantor, and Fleet National Bank of
Connecticut (f/k/a Shawmut Bank Connecticut, National
Association), as trustee, in respect of EMCOR's 11% Series
C Notes, Due 2001 ("Series C Indenture") (filed as Exhibit
4.3 to the Form 10 and incorporated herein by reference).
4.8 First Supplemental Indenture dated as of June 28, 1995 to
the Series C Indenture (filed as Exhibit 4.4 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 and incorporated herein by
reference).
4.9 Second Supplemental Indenture dated as of February 29, 1996
to the Series C Indenture.
4.10 Indenture, dated as of December 15, 1994 between SellCo and
Fleet National Bank of Connecticut (f/k/a Shawmut Bank
Connecticut, National Association), as trustee, in respect
of SellCo's 12% Subordinated Contingent Payment Notes, Due
2004 (filed as Exhibit 4.4 to the Form 10 and incorporated
herein by reference).
5.0 Opinion of Sheldon I. Cammaker, Esq.
15.0 Not Applicable
<PAGE>
23.1 Consent of Sheldon I. Cammaker, Esq. (included in Exhibit
5 hereto).
23.2 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.3 Consent of Deloitte & Touche LLP, Independent Public
Accountants.
25.1 Powers of attorney (included on signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which individually or in the
aggregate represents a fundamental change in the information set forth in the
Registration Statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by this paragraph is contained in periodic reports filed by the Registrant
pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
<PAGE>
(c) The undersigned Registrant hereby undertakes to transmit or cause
to be transmitted to all participants in the 1994 Management Stock Option Plan
and the 1995 Non-Employee Director's Non-Qualified Stock Option Plan who do not
otherwise receive material as stockholders of the Registrant, at the time such
material is sent to stockholders, copies of all reports, proxy statements and
other communications distributed to its stockholders generally.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the Registrant is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norwalk, State of Connecticut on the 24th day of
April, 1996.
EMCOR GROUP, INC.
By: /s/ Frank T. MacInnis
---------------------------
Frank T. MacInnis
Chairman of the Board, Chief Executive Officer
and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Frank T. MacInnis, Sheldon I. Cammaker
and Leicle E. Chesser, or any of them, his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said attorney-
in-fact and agent and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed by the following persons on April 24th,
1996 in the capacities indicated.
SIGNATURES CAPACITIES IN WHICH SIGNED
---------- --------------------------
/s/ Frank T. MacInnis Chairman of the Board,
- ---------------------- Chief Executive Officer and
Frank T. MacInnis President (Principal Executive Officer)
/s/Leicle E. Chesser Executive Vice President and
- --------------------- Chief Financial Officer
Leicle E. Chesser (Principal Financial Officer)
<PAGE>
/s/Mark A. Pompa Vice President and
- ---------------- Controller
Mark A. Pompa
/s/ Stephen W. Bershad Director
- -----------------------
Stephen W. Bershad
/s/ David A. B. Brown Director
- -----------------------
David A. B. Brown
/s/ Thomas D. Cunningham Director
- ------------------------
Thomas D. Cunningham
/s/ Albert Fried, Jr. Director
- -----------------------
Albert Fried, Jr.
/s/ Malcolm T. Hopkins Director
- -----------------------
Malcolm T. Hopkins
/s/ Kevin C. Toner Director
- -----------------------
Kevin C. Toner
<PAGE>
EXHIBIT 4.6
-----------
FIRST SUPPLEMENTAL INDENTURE, dated as of February 29, 1996 among EMCOR
Group, Inc., a Delaware corporation ("EMCOR"), MES Holdings Corporation, a
Delaware corporation ("MES"), SellCo Corporation, a Delaware corporation
("SellCo"), and IBJ Schroder Bank & Trust Company (the "Trustee"), as Trustee
under the Indenture hereinafter referred to.
WHEREAS, EMCOR, MES, SellCo and the Trustee have previously entered into
an Indenture dated as of December 15, 1994 (the "Indenture") relating to the 7%
Senior Secured Notes, Series A, Due 1997, of EMCOR (the "Notes");
WHEREAS, Section 9.02 of the Indenture provides that EMCOR, MES, SellCo
and the Trustee may, with the written consent of the holders of at least a
majority in aggregate principal amount of the outstanding Notes, amend the
Indenture as provided herein;
WHEREAS, the holders of not less than a majority in aggregate principal
amount of the outstanding Notes have consented to this First Supplemental
Indenture; and
WHEREAS, all acts and things prescribed by law and by the respective
Certificate of Incorporation and the By-laws (each as now in effect) of EMCOR,
MES and SellCo necessary to make this First Supplemental Indenture a valid
instrument legally binding on EMCOR, MES and SellCo for the purposes herein
expressed, in accordance with its terms, have been duly done and performed.
<PAGE>
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, EMCOR, MES,
SellCo and the Trustee hereby agree for the benefit of each other and the equal
and ratable benefit of the holders of the Notes as follows:
1. Amendment of Article 1, Section 1.01. The definition of "Consolidated Fixed
------------------------------------
Charge Coverage Ratio" contained in Section 1.01 of the Indenture is hereby
amended to read in its entirety as follows:
"Consolidated Fixed Charge Coverage Ratio" at any date means the ratio
of (a) Consolidated EBIT plus depreciation and amortization of the
Operating Companies less any Capital Expenditures of the Operating
Companies for the applicable quarters immediately preceding such
determination date (the "Reference Period") to (b) the sum of (i)
Consolidated Cash Interest Expense incurred by the Operating
Companies calculated on a pro forma basis for the Reference Period;
and (ii) cash dividends (including on any preferred stock) paid by
the Operating Companies during the Reference Period to a Person other
than an Operating Company. For purposes of this definition, the
factors set forth in (a) and (b) above (other than cash dividends)
shall be calculated after giving effect on a pro forma basis (as if
the same occurred at the beginning of the Reference Period) to (i)
the acquisition by any Operating Company of any Person which, as a
result of such acquisition, becomes a wholly-owned Subsidiary or the
acquisition of assets constituting a business by any Operating
Company during such Reference Period and (ii) any Asset Sales by an
Operating Company (excluding gains or losses recognized from Asset
Sales) occurring during the Reference Period. In calculating cash
interest expense for purposes of determining the denominator of this
ratio, interest on Indebtedness of any Operating Company determined
on a fluctuating basis, to the extent such interest is covered by an
agreement relating to an interest swap obligation, shall be deemed to
accrue at the rate per annum resulting after giving effect to the
operation of such agreement."
2. Amendment of Article 4, Section 4.15. Paragraph (b) of Section 4.15 of the
------------------------------------
Indenture is hereby amended to read in its entirety as follows:
<PAGE>
"(b) The Operating Companies shall maintain a Consolidated Fixed
Charge Coverage Ratio for each of the periods listed below of not
less than the following ratio, calculated as of the last date of the
periods indicated below:
<TABLE>
<CAPTION>
CONSOLIDATED
FIXED CHARGE
COVERAGE
MEASUREMENT PERIOD RATIO
- ------------------ ------------
<S> <C>
January 1, 1995 -- September 30, 1995... 1.00:1
January 1, 1995 -- December 31, 1995.... 1.00:1
Each Rolling Four Fiscal Quarter Period
ending thereafter 1.00:1"
</TABLE>
3. Construction. For all purposes of this First Supplemental Indenture, except
------------
as otherwise herein expressly provided or unless the context otherwise
requires: (i) the terms and expressions used herein shall have the same
meanings as corresponding terms and expressions used in the Indenture; and
(ii) the words "herein," "hereof" and "hereby" and other words of similar
import used in this First Supplemental Indenture refer to this First
Supplemental Indenture as a whole and not to any particular Section hereof.
4. Trustee Acceptance. The Trustee accepts the amendment of the Indenture
------------------
effected by this First Supplemental Indenture and agrees to execute the trust
created by the Indenture, as hereby amended, but only upon the terms and
conditions set forth in the Indenture, as hereby amended, including the terms
and provisions defining and limiting the liabilities and responsibilities of
the Trustee, which terms and provisions shall in like manner define and limit
its liabilities and responsibilities in the performance of the trust created
by the Indenture, as hereby amended,
<PAGE>
and, without limiting the generality of the foregoing, the Trustee has no
responsibility for the correctness of the recitals of fact herein contained
which shall be taken as the statements of EMCOR, MES and SellCo and makes no
representations as to the validity or sufficiency of this First Supplemental
Indenture and shall incur no liability or responsibility in respect of the
validity hereof.
5. Indenture Ratified. Except as expressly amended hereby, the Indenture is in
------------------
all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect.
6. Holders Bound. This First Supplemental Indenture shall form a part of the
-------------
Indenture for all purposes, and every Holder of the Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.
7. Successors and Assigns. This First Supplemental Indenture shall be binding
----------------------
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
8. Counterparts. This First Supplemental Indenture may be executed in any
------------
number of counterparts, each of which when so executed shall be deemed to be
an original, and all of such counterparts shall together constitute one and
the same instrument.
9. Governing Law. This First Supplemental Indenture shall be deemed to be a
-------------
contract made under the laws of the State of New York and for all purposes
shall be governed by and construed in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, EMCOR, MES, SellCo and the Trustee have caused this
First Supplemental Indenture to be signed and executed as of the day and year
first above written.
EMCOR GROUP, INC.
By: /s/ Frank T. MacInnis
_______________________
Name: Frank T. MacInnis
Title: Chairman of the Board and President
MES HOLDING CORPORATION
By: /s/ Frank T. MacInnis
_______________________
Name: Frank T. MacInnis
Title: President
SELLCO CORPORATION.
By: /s/ Frank T. MacInnis
_______________________
Name: Frank T. MacInnis
Title: Chairman of the Board and President
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Barbara McCluskey
_______________________
Name: Barbara McCluskey
Title: Assistant Vice President
<PAGE>
EXHIBIT 4.9
-----------
SECOND SUPPLEMENTAL INDENTURE, dated as of February 29, 1996 among EMCOR
Group, Inc., a Delaware corporation ("EMCOR"), MES Holdings Corporation, a
Delaware corporation ("MES"), and Fleet National Bank of Connecticut (f/k/a
Shawmut Bank Connecticut, National Association) (the "Trustee"), as Trustee
under the Indenture hereinafter referred to.
WHEREAS, EMCOR, MES and the Trustee have previously entered into an
Indenture dated as of December 15, 1994, as amended by a First Supplemental
Indenture dated as of June 28, 1995 (collectively, the "Indenture"), relating to
the 11% Series C Notes, Due 2001, of EMCOR (the "Notes");
WHEREAS, Section 9.02 of the Indenture provides that EMCOR, MES and the
Trustee, may, with the written consent of the holders of at least a majority in
aggregate principal amount of the outstanding Notes, amend the Indenture as
provided herein;
WHEREAS, the holders of not less than a majority in aggregate principal
amount of the outstanding Notes have consented to this Second Supplemental
Indenture; and
WHEREAS, all acts and things prescribed by law and by the respective
Certificate of Incorporation and the By-laws (each as now in effect) of EMCOR
and MES necessary to make this Second Supplemental Indenture a valid instrument
legally binding on EMCOR and MES for the purposes herein expressed, in
accordance with its terms, have been duly done and performed.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged,
<PAGE>
EMCOR, MES and the Trustee hereby agree for the benefit of each other and the
equal and ratable benefit of the holders of the Notes as follows:
1. Amendment of Article 1, Section 1.01. The definition of "Consolidated Fixed
------------------------------------
Charge Coverage Ratio" contained in Section 1.01 of the Indenture is hereby
amended to read in its entirety as follows:
"Consolidated Fixed Charge Coverage Ratio" at any date means the ratio
of (a) Consolidated EBIT plus depreciation and amortization of the
Operating Companies less any Capital Expenditures of the Operating
Companies for the applicable quarters immediately preceding such
determination date (the "Reference Period") to (b) the sum of (i)
Consolidated Cash Interest Expense incurred by the Operating Companies
calculated on a pro forma basis for the Reference Period, and (ii) cash
dividends (including on any preferred stock) paid by the Operating
Companies during the Reference Period to a Person other than an
Operating Company. For purposes of this definition, the factors set
forth in (a) and (b) above (other than cash dividends) shall be
calculated after giving effect on a pro forma basis (as if the same
occurred at the beginning of the Reference Period) to (i) the
acquisition by any Operating Company of any Person which, as a result
of such acquisition, becomes a wholly-owned Subsidiary or the
acquisition of assets constituting a business by any Operating Company
during such Reference Period and (ii) any Asset Sales by an Operating
Company (excluding gains or losses recognized from Asset Sales)
occurring during the Reference Period. In calculating cash interest
expense for purposes of determining the denominator of this ratio,
interest on Indebtedness of any Operating Company determined on a
fluctuating basis, to the extent such interest is covered by an
agreement relating to an interest swap obligation, shall be deemed to
accrue at the rate per annum resulting after giving effect to the
operation of such agreement."
2. Amendment of Article 4, Section 4.11. Paragraph (b) of Section 4.11 of the
------------------------------------
Indenture is hereby amended to read in its entirety as follows:
"(b) The Operating Companies shall maintain a Consolidated Fixed Charge
Coverage Ratio for each of the periods listed below of not less than
the following ratio, calculated as of the last date of the periods
indicated below:
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED
FIXED CHARGE
COVERAGE
MEASUREMENT PERIOD RATIO
- ------------------ ------------
<S> <C>
January 1, 1995 -- September 30, 1995... 1.00:1
January 1, 1995 -- December 31, 1995.... 1.00:1
Each Rolling Four Fiscal Quarter Period
ending thereafter 1.00:1"
</TABLE>
3. Construction. For all purposes of this Second Supplemental Indenture, except
------------
as otherwise herein expressly provided or unless the context otherwise
requires: (i) the terms and expressions used herein shall have the same
meanings as corresponding terms and expressions used in the Indenture; and
(ii) the words "herein," "hereof" and "hereby" and other words of similar
import used in this Second Supplemental Indenture refer to this Second
Supplemental Indenture as a whole and not to any particular Section hereof.
4. Trustee Acceptance. The Trustee accepts the amendment of the Indenture
------------------
effected by this Second Supplemental Indenture and agrees to execute the
trust created by the Indenture, as hereby amended, but only upon the terms
and conditions set forth in the Indenture, as hereby amended, including the
terms and provisions defining and limiting the liabilities and
responsibilities of the Trustee, which terms and provisions shall in like
manner define and limit its liabilities and responsibilities in the
performance of the trust created by the Indenture, as hereby amended, and,
without limiting the generality of the foregoing, the Trustee has no
responsibility for the correctness of the recitals of fact herein contained
<PAGE>
which shall be taken as the statements of EMCOR and MES and makes no
representations as to the validity or sufficiency of this Second Supplemental
Indenture and shall incur no liability or responsibility in respect of the
validity hereof.
5. Indenture Ratified. Except as expressly amended hereby, the Indenture is in
------------------
all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect.
6. Holders Bound. This Second Supplemental Indenture shall form a part of the
-------------
Indenture for all purposes, and every Holder of the Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.
7. Successors and Assigns. This Second Supplemental Indenture shall be binding
----------------------
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
8. Counterparts. This Second Supplemental Indenture may be executed in any
------------
number of counterparts, each of which when so executed shall be deemed to be
an original, and all of such counterparts shall together constitute one and
the same instrument.
9. Governing Law. This Second Supplemental Indenture shall be deemed to be a
-------------
contract made under the laws of the State of New York and for all purposes
shall be governed by and construed in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, EMCOR, MES and the Trustee have caused this Second
Supplemental Indenture to be signed and executed as of the day and year first
above written.
EMCOR GROUP, INC.
By: /s/ Frank T. MacInnis
_______________________
Name: Frank T. MacInnis
Title: Chairman of the Board and President
MES HOLDING CORPORATION
By: /s/ Frank T. MacInnis
_______________________
Name: Frank T. MacInnis
Title: President
Fleet National Bank of Connecticut, as Trustee
By: /s/ Robert L. Reynolds
_______________________
Name: Robert L. Reynolds
Title: Vice President
<PAGE>
EXHIBIT 5
April 22, 1996
EMCOR Group, Inc.
101 Merritt Seven
Norwalk, CT 06851
Gentlemen:
With respect to the Registration Statement on Form S-8 filed by EMCOR
Group, Inc. with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1993, as amended, 1,200,000 shares of
your Common Stock, par value $.01 per share, to be issued pursuant to the
exercise of stock options under your 1994 Management Stock Option Plan and 1995
Non-Employee Directors' Non-Qualified Stock Option Plan, (collectively ,
"Plans"), I am acting as counsel for you.
I wish to advise you that in my opinion the 1,200,000 shares to be
issued by you pursuant to options granted under the Plans, when issued in
accordance with the respective terms of the Plans, will be legally issued, fully
paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus. In giving this consent, I do not thereby admit that
I am within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission.
Very truly yours,
/s/ Sheldon I. Cammaker
-----------------------------
Sheldon I. Cammaker
Executive Vice President
and General Counsel
SIC:jb
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 11, 1996,
incorporated by reference in EMCOR Group, Inc.'s Form 10-K for the year ended
December 31, 1995, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Stamford, Connecticut,
April 19, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We consent to the incorporation by reference in this Registration Statement of
EMCOR Group, Inc. on Form S-8 of our reports dated March 17, 1995 appearing in
the Annual Report on Form 10-K of EMCOR Group, Inc. for the year ended December
31, 1995 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
April 19, 1996
