SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
EMCOR GROUP, INC.
(Name of Registrant as Specified in its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LOGO]
EMCOR GROUP, INC.
101 MERRITT SEVEN CORPORATE PARK
NORWALK, CONNECTICUT 06851-1060
------------------------
NOTICE OF ANNUAL MEETING
------------------------
To the Stockholders of
EMCOR Group, Inc.
The Annual Meeting of Stockholders of EMCOR Group, Inc. (the 'Company')
will be held on the 5th Floor, 101 Merritt Seven Corporate Park, Norwalk,
Connecticut 06851-1060, on June 14, 1996, at 10:00 A.M. (local time) for the
following purposes:
1. To elect seven directors to serve until the next annual meeting and
until their successors are duly elected and qualify.
2. To ratify the appointment of Arthur Andersen LLP as independent
public accountants for 1996.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on April 22, 1996 as
the record date for determination of stockholders entitled to receive notice of,
and to vote at, the Annual Meeting and any adjournment thereof.
YOUR ATTENTION IS RESPECTFULLY DIRECTED TO THE ACCOMPANYING PROXY
STATEMENT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE
COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
BY ORDER OF THE BOARD OF DIRECTORS
JOSEPH W. BARNETT
Secretary
Norwalk, Connecticut
April 30, 1996
<PAGE>
EMCOR GROUP, INC.
------------------------
PROXY STATEMENT
1996 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 14, 1996
------------------------
The enclosed proxy is solicited by the Board of Directors of EMCOR Group,
Inc., a Delaware corporation (the 'Company'), for use at the Annual Meeting of
Stockholders to be held at 10 A.M. (local time) on Friday, June 14, 1996 on the
5th Floor, 101 Merritt Seven Corporate Park, Norwalk, Connecticut and at any
adjournment or postponement of such meeting. The enclosed proxy may be revoked
at any time before it is exercised by delivering a written notice to the
Secretary of the Company stating that the proxy is revoked, by executing a duly
exercised proxy bearing a later date and presenting it to the Secretary of the
Company, or by attending the Annual Meeting and voting in person. Unless
otherwise specified, the proxies from holders of Common Stock will be voted in
favor of each proposal set forth in the Notice of Annual Meeting.
As of April 22, 1996, the Company had outstanding 9,424,706 shares of
Common Stock, par value $.01 per share (the 'Common Stock'). Only stockholders
of record of Common Stock at the close of business on April 22, 1996 (the
'Record Date') are entitled to notice of, and to vote at, the Annual Meeting.
The mailing address of the principal executive offices of the Company is 101
Merritt Seven Corporate Park, Norwalk, Connecticut 06851-1060, and the
approximate date on which this Proxy Statement and the accompanying proxy are
being first sent or given to stockholders is April 30, 1996. The Company's
Annual Report to Stockholders for the fiscal year ended December 31, 1995
accompanies this Proxy Statement.
The Common Stock was the only voting security of the Company outstanding
and entitled to vote on the Record Date. The holders of record of a majority of
the outstanding shares of Common Stock entitled to vote will constitute a quorum
for the transaction of business at the Annual Meeting. Holders of Common Stock
are entitled to one vote per share on each matter to be voted upon at the Annual
Meeting. Assuming the presence of a quorum at the Annual Meeting, the
affirmative vote of the holders of a plurality of the votes cast by the holders
of shares of Common Stock present in person or represented by proxy at the
Annual Meeting is necessary for the election of directors. The affirmative vote
of the holders of majority of the shares of Common Stock present or represented
by proxy and entitled to vote at the Annual Meeting is required for the
ratification of appointment of independent public accountants to audit the
accounts of the Company and its subsidiaries. With respect to an abstention from
voting on any matter, the shares will be considered present and entitled to vote
at the Annual Meeting. Abstentions will have the effect of a vote against
proposals brought before the meeting, but will not have an effect on the
election of the directors. If a broker indicates on the proxy that it does not
have discretionary authority as to certain shares to vote on a particular matter
(a broker non-vote), those shares will not be treated as present and entitled to
vote on that particular matter and, therefore, will be disregarded and will have
no effect on the outcome of the vote on such matter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of April 15, 1996 certain information
regarding beneficial ownership of the Company's Common Stock by each person or
group known by the Company to be a beneficial owner of more than five percent of
the outstanding shares of Common Stock. Except as otherwise noted, to the
Company's knowledge, each person or group listed below has sole voting and
investment power with respect to the shares listed next to its name.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNED
- -------------------------------------- ------------------ -------
<S> <C> <C>
FMR Corp. ........................... 1,351,719(1)(3) 14%
82 Devonshire Street F7C
Boston, Massachusetts 02109
The TCW Group, Inc. .................. 1,030,754(2)(3) 11%
865 South Figueroa Street
Los Angeles, California 90017
Cumberland Associates ................ 814,153(4) 8.5%
1114 Avenue of the Americas
New York, New York 10036
</TABLE>
(Footnotes on next page)
<PAGE>
(Footnotes from previous page)
- ------------------
(1) As reported in a Schedule 13G dated February 27, 1996 filed with the
Securities and Exchange Commission (the 'SEC') by FMR Corp. ('FMR'),
Fidelity Management Trust Company ('FMT'), a wholly-owned subsidiary of FMR
and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of
1934, as amended, is the beneficial owner of 1,054,075 of these shares as a
result of its serving as investment manager of institutional accounts. These
1,054,075 shares include 28,272 shares, 28,272 shares and 11,780 shares
issuable upon exercise of a like number of the Company's Series X Warrants,
Series Y Warrants and Series Z Warrants, respectively. Edward C. Johnson,
III and members of his family and trusts for their benefit may be deemed to
form a controlling group with respect to FMR. Edward C. Johnson, III and
FMR, through its control of FMT, has sole voting and dispositive power over
the shares beneficially owned by the institutional accounts. The Schedule
13G states that the balance of 297,644 of these shares consists of 148,822
shares and 148,822 shares issuable upon exercise of a like number of the
Company's Series X Warrants and Series Y Warrants, respectively, which are
beneficially owned by various investment companies (the 'Fidelity Funds')
for which Fidelity Management & Research Company ('Fidelity'), a
wholly-owned subsidiary of FMR and an investment advisor registered under
the Investment Advisors Act of 1940, serves as investment advisor. Edward C.
Johnson, III, FMR, through its control of Fidelity, and the Fidelity Funds
each has sole power to dispose of such 297,644 shares beneficially owned by
the Fidelity Funds. The power to vote or direct the voting of these shares
beneficially owned by the Fidelity Funds resides with the Funds' Boards of
Directors.
(2) Information as reported in Amendment No. 1 dated February 12, 1996 to a
Schedule 13G filed with the SEC by The TCW Group, Inc. ('TCW').
(3) There is a reserve of 140,618 shares of Common Stock for disputed claims
against the Company to be issued to holders of prepetition unsecured allowed
claims against the Company in its Chapter 11 proceeding concluded in
December 1994, which holders include FMR and TCW. To the extent such
disputed claims are disallowed, the number of shares beneficially owned by
FMR and TCW will increase in a presently undeterminable amount.
(4) As stated in Amendment No. 2 dated February 14, 1996 to its Schedule 13D
filed with the SEC, Cumberland Associates has sole voting power and sole
power to dispose or to direct the disposition of 702,877 of these shares and
shared voting power and shared power to dispose or to direct the disposition
of 111,276 of these shares.
ELECTION OF DIRECTORS
At the Annual Meeting, seven directors are to be elected by the holders of
Common Stock to serve until the next Annual Meeting of Stockholders and until
their successors have been duly elected and qualify. To be elected as a
director, each nominee must receive the favorable vote of a plurality of the
shares present in person or represented by proxy and entitled to vote at the
meeting. Certain information concerning the nominees for election at the Annual
Meeting, each of whom is presently a director, is set forth below. While the
Board of Directors has no reason to believe that any of those named will not be
available as a candidate, should such a situation arise, the proxy may be voted
for the election of other nominees in the discretion of the persons acting
pursuant to the proxy.
FRANK T. MACINNIS, Age 49; Chairman of the Board, President and Chief
Executive Officer of the Company since April 18, 1994. From April 1990 to April
1994, Mr. MacInnis served as President and Chief Executive Officer, and from
August 1990 to April 1994 as Chairman of the Board, of Comstock Group Inc., a
nationwide electrical contracting company. In addition, from 1986 to April 1994
Mr. MacInnis was also President of Spie Group Inc., which owned Comstock Group
Inc., Spie Construction Inc., a Canadian pipeline construction company, and Spie
Horizontal Drilling Inc., a U.S. company engaged in underwater drilling for
pipelines and communications cable. Mr. MacInnis is also a director of Portec,
Inc.
STEPHEN W. BERSHAD, Age 54; Chairman and Chief Executive Officer for more
than the past five years of Vernitron Corporation, a manufacturer of electronic
components and controls; Director of the Company since December 15, 1994.
2
<PAGE>
DAVID A.B. BROWN, Age 52; President of The Windsor Group, a management
consulting firm of which he is a co-founder, for more than the past five years.
Mr. Brown is also a director of BTU International, Inc. and Marine Drilling
Companies, Inc.; Director of the Company since December 15, 1994.
THOMAS D. CUNNINGHAM, Age 47; Executive Vice President and Chief Financial
Officer and a director of The Forschner Group, Inc., an importer and distributor
of Swiss Army knives and watches and Sabatier and Forschner cutlery, since March
1994. For more than five years prior thereto, Mr. Cunningham was a Managing
Director of J.P. Morgan & Co. Incorporated, an international bank; Director of
the Company since January 17, 1995.
ALBERT FRIED, JR., Age 66; Managing Partner of Albert Fried & Company, LLC,
a broker/dealer and member of the New York Stock Exchange, since 1955, and
Managing Partner of Buttonwood Specialists, LLC, a New York Stock Exchange
specialist firm, since 1992. Mr. Fried is also Chairman of the Board of
Directors of Portec, Inc., a manufacturer of engineered products for the
construction equipment, material handling and railroad industries; Director of
the Company since December 15, 1994.
MALCOLM T. HOPKINS, Age 68; Private investor since 1984; Retired Vice
Chairman and Chief Financial Officer of the former St. Regis Corporation, a
forest products, oil, gas and insurance company. Mr. Hopkins is also a director
of The Columbia Gas System, Inc., KinderCare Learning Centers, Inc., MAPCO Inc.,
Metropolitan Series Fund Inc., Phar-Mor, Inc., State Street Research Portfolios,
Inc., and U.S. Home Corporation; Director of the Company since December 15,
1994.
KEVIN C. TONER, Age 32; Private Investor since March 1995; Managing
Director from December 1991 to March 1995 of UBS Securities Inc., a
broker/dealer and member of the New York Stock Exchange, engaged in corporate
finance, underwriting and distribution of high grade U.S. corporate issues and
Eurobonds. From March 1991 to December 1991 Mr. Toner was a Vice President of
UBS Securities, Inc.; Director of the Company since December 15, 1994.
COMMITTEES OF THE BOARD
The Company has standing Audit, Compensation and Personnel, and Corporate
Governance Committees of the Board of Directors.
The Audit Committee, comprised of Messrs. Brown, Cunningham and Hopkins,
serves as the focal point for communication between the Board of Directors and
the Company's independent public accountants, chief internal auditor and
management, to the extent that their duties relate to financial or accounting
reporting and controls. The Audit Committee is responsible for engaging and
discharging the independent public accountants for the Company, reviewing their
fees, reviewing the scope and audit procedures of the independent public
accountants, reviewing annual financial statements, reviewing quarterly and
annual financial results prior to their release, and meeting with the Company's
internal auditors and independent public accountants on matters relating to,
among other things, the adequacy of the Company's internal audit controls and
accounting and auditing personnel. During 1995, the Audit Committee held five
meetings.
The Compensation and Personnel Committee, comprised of Messrs. Cunningham,
Fried and Hopkins, reviews and advises the Board with respect to the
qualifications of individuals identified as candidates for positions as the
Company's Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer and General Counsel and for the position of Chief Executive Officer of
each subsidiary of the Company whose proposed annual compensation is $200,000 or
more. It also reviews and recommends to the Board for its approval any
employment, severance or similar contracts, or modifications thereof, for the
Chairman of the Board and Chief Executive Officer of the Company and is charged
with fixing on an annual basis his compensation, subject to the approval of the
Board. The Compensation and Personnel Committee also is responsible for fixing,
based on proposals made by the Chief Executive Officer, compensation for the
Chief Operating Officer, Chief Financial Officer and General Counsel of the
Company as well as the compensation of other officers and employees of the
Company and each subsidiary whose annual compensation is $200,000 or more and
for approving any employment, severance or similar contracts for such officers
and employees, or modifications thereof. The Compensation and Personnel
Committee also recommends to the Board for its approval any incentive, benefit,
award or bonus plans and programs for employees, administers the 1994 Management
Stock Option Plan and reviews executive development plans. During 1995, the
Compensation and Personnel Committee held three meetings.
3
<PAGE>
The Corporate Governance Committee, comprised of Messrs. Bershad, Brown,
Fried and Toner, is responsible to the Board for the review and recommendation
of director candidates; recommendations regarding directors' retirement age and
removal; review of all committees of the Board and recommendations regarding
their number, function and membership; recommendations with respect to
compensation of and other benefits for non-employee directors; and review of and
recommendation with respect to directors' and officers' liability insurance and
indemnification agreements between the Company and its officers and directors.
The Corporate Governance Committee will consider nominees recommended by
stockholders. Such recommendations should be sent to the Secretary, EMCOR Group,
Inc., 101 Merritt Seven Corporate Park, Norwalk, Connecticut 06851-1060. During
1995, the Corporate Governance Committee held four meetings.
MEETINGS OF THE BOARD
There were nine meetings of the Board of Directors during 1995.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of April 15, 1996 certain information
regarding the beneficial ownership of Common Stock by each of the Company's
directors, its chief executive officer, each of the four most highly compensated
executive officers of the Company for its fiscal year ended December 31, 1995,
and all its directors and executive officers as a group. Except as otherwise
noted, to the Company's knowledge, each of the persons listed below has sole
voting power and investment power with respect to the shares listed next to his
name.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL
OWNERSHIP(1) PERCENT
- --------------------------------------------------- ------------ -------
<S> <C> <C>
Frank T. MacInnis.................................. 69,666(2) *
Stephen W. Bershad................................. 20,500(3) *
David A.B. Brown................................... 10,500(3) *
Thomas D. Cunningham............................... 10,500(3) *
Albert Fried, Jr................................... 256,227(3)(4) 2.5%
Malcolm T. Hopkins................................. 20,500(3) *
Kevin C. Toner..................................... 15,500(3) *
Sheldon I. Cammaker................................ 16,666(2) *
Leicle E. Chesser.................................. 16,666(2) *
Jeffrey M. Levy.................................... 17,666(2) *
Joseph A. Gallo.................................... 3,333(2) *
All directors and executive officers as a group.... 458,724(5) 5.0%
</TABLE>
- ------------------
* Represents less than 1%.
(1) The information contained in the table reflects 'beneficial ownership' as
defined in Rule 13d-3 of the Securities Exchange Act of 1934. All
percentages set forth in this table have been rounded.
(2) Includes in the case of Mr. MacInnis 66,666 shares of Common Stock, in the
case of each of Messrs. Cammaker, Chesser and Levy 16,666 shares of Common
Stock, and in the case of Mr. Gallo 3,333 shares of Common Stock,
respectively, that may be acquired upon the exercise of presently
exercisable options or options exercisable within 60 days granted pursuant
to the Company's 1994 Management Stock Option Plan.
(3) Includes 10,500 shares that may be acquired upon exercise of presently
exercisable options granted to each non-employee director pursuant to the
Company's 1995 Non-Employee Directors' Non-Qualified Stock Option Plan.
(4) Amount includes beneficial ownership of 245,727 shares of Common Stock by
Albert Fried & Company, LLC ('AF&C'), of which Mr. Fried is the Managing
Partner. AF&C was a holder of prepetition unsecured claims against the
Company in its Chapter 11 proceeding concluded in December 1994. There is a
reserve of 140,618 shares of Common Stock for disputed claims against the
Company to be issued to the holders of prepetition general unsecured allowed
claims, including AF&C. To the extent such disputed claims are disallowed,
the number of shares beneficially owned by AF&C will increase in a presently
undeterminable amount.
(5) Includes 183,997 shares of Common Stock that may be acquired upon the
exercise of presently exercisable options or options exercisable within 60
days granted pursuant to the Company's 1994 Management Stock Option Plan and
1995 Non-Employee Directors' Non-Qualified Stock Option Plan.
4
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following Summary Compensation Table sets forth the compensation
awarded to, earned by or paid to each of the Chief Executive Officer and the
other four most highly compensated executive officers of the Company
(collectively the 'named executive officers') during the fiscal years ended
December 31, 1995, 1994 and 1993 for services rendered in all capacities to the
Company and its subsidiaries. For information regarding Mr. Gallo's resignation
and the employment agreements, if any, of the named executive officers, see
'Employment and Change of Control Arrangements' below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS(4)
----------------------------
ANNUAL NUMBER OF
COMPENSATION RESTRICTED SECURITIES
----------------- OTHER ANNUAL STOCK UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION(3) AWARD OPTIONS/SARS(5) COMPENSATION(7)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($)
- ------------------------------ ---- ------- ------- --------------- ---------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Frank T. MacInnis(1) ......... 1995 614,400 480,000 17,732 None 200,000 6,300
Chairman of the Board, 1994 426,923 500,000(2) 5,056 None None 6,300
President and Chief 1993 -- -- -- -- -- --
Executive Officer
Sheldon I. Cammaker .......... 1995 383,000 100,000 None None 50,000 6,300
Executive Vice President and 1994 361,322 50,000 None None None 176,700(8)
General Counsel 1993 357,450 50,000 None None None 8,875
Leicle E. Chesser(1) ......... 1995 300,000 225,000 14,578 None 50,000 6,300
Executive Vice President and 1994 168,269 150,000 None None None None
Chief Financial Officer 1993 -- -- -- -- -- --
Jeffrey M. Levy(1) ........... 1995 300,000 225,000 9,631 None 50,000 6,300
Executive Vice President and 1994 247,500 175,000 None None None 6,300
Chief Operating Officer 1993 195,000 150,000 None None 46,500(6) 7,650
Joseph A. Gallo .............. 1995 210,000 15,000 None None 10,000 6,300
Former Senior Vice President 1994 200,416 15,000 None None None 106,300(8)
and Treasurer 1993 178,042 40,000 None None None 7,131
</TABLE>
- ------------------
(1) As Mr. MacInnis joined the Company on April 18, 1994, and Mr. Chesser joined
the Company on May 2, 1994, the blanks opposite their respective names
indicate that during 1993 Messrs. MacInnis and Chesser were not employed by
the Company, and, accordingly, there is no compensation information to
report for them in respect of such year. In addition, amounts shown for
Messrs. MacInnis and Chesser for 1994 reflect less than a full year of
compensation, and amounts shown for Mr. Levy during 1993 represent
compensation for Mr. Levy's service as President of EMCOR
Mechanical/Electrical Services (East), Inc., a subsidiary of the Company.
(2) Amount includes a signing bonus of $250,000 paid to Mr. MacInnis upon his
joining the Company on April 18, 1994.
(3) The personal benefits provided to the named executive officers did not
exceed the disclosure threshold established by the SEC pursuant to
applicable rules. Figures represent amounts reimbursed for the payment of
taxes upon certain fringe benefits.
(4) The column specified by Item 402 (b) of Regulation S-K to report Long-Term
Incentive Plan Payouts has been excluded because the Company has no
long-term incentive compensation plans and has not had any such plan during
any portion of fiscal years 1995, 1994 and 1993.
(5) The awards set forth in this column are of stock options only. The Company
does not award stock appreciation rights.
(Footnotes continued on next page)
5
<PAGE>
(Footnotes continued from previous page)
(6) The options granted to Mr. Levy during 1993 related to the Company's
previously outstanding common stock all of which was canceled on December
14, 1994, the effective date of the Company's Chapter 11 Plan of
Reorganization.
(7) The amounts reported in this column include matching contributions of $1,800
made by the Company under its 401(k) Plan during 1995 for the account of
each of the named executive officers. The amounts reported for 1995 also
include contributions of $4,500 to be paid during 1996 in respect of 1995 by
the Company for the account of each of the named executive officers pursuant
to the Company's Money Purchase Plan, a defined contribution pension plan.
(8) Amounts include a stay bonus of $170,400 paid to Mr. Cammaker and a stay
bonus of $100,000 paid to Mr. Gallo pursuant to the EMCOR Group, Inc.
Employees' Severance Pay/Stay Bonus Plan on September 30, 1994.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following table sets forth certain information concerning grants to the
named executive officers of stock options during the last fiscal year under the
Company's 1994 Management Stock Option Plan. As indicated under the Summary
Compensation Table above, the Company does not grant SARs of any kind.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------
NUMBER OF % OF TOTAL GRANT DATE VALUE
SECURITIES OPTIONS ----------------------------
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
GRANTED(1) FISCAL YEAR ($/SH)(2) DATE VALUE($)(3)
---------- ------------ ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Frank T. MacInnis.................. 200,000 28% 4.75 April 4, 2005 666,000
Sheldon I. Cammaker................ 50,000 7% 5.13 April 4, 2005 163,000
Leicle E. Chesser.................. 50,000 7% 5.13 April 4, 2005 163,000
Jeffrey M. Levy.................... 50,000 7% 5.13 April 4, 2005 163,000
Joseph A. Gallo.................... 10,000 1.4% 5.13 April 4, 2005 32,600
</TABLE>
- ------------------
(1) Grants reported in this column are grants of stock options only. The options
were granted on April 5, 1995 and become exercisable at a rate of 1/3 of the
shares with respect to which the option was awarded on each anniversary of
the option grant date.
(2) The exercise price of Mr. MacInnis' options was the fair market value on the
date of grant. The exercise price of the options granted to the other named
executive officers was a price equal to the average market price for the
Common Stock over the 20 day trading period immediately preceding the grant
of the options, which exercise price exceeded the fair market value of the
Common Stock on the date of grant. The options are only exercisable while
the recipient is an employee of the Company or its subsidiaries or within
three months after termination of employment. The options are transferable
solely by will or by the laws of descent or distribution. No SARs,
performance units or other instruments were granted in tandem with the stock
options reported herein.
(3) Present value was calculated using the Black-Scholes option pricing model
which involves an extrapolation of future price levels based solely on past
performance. The present value as of the date of grant, calculated using the
Black-Scholes method, is based on assumptions about future interest rates,
dividend yield and stock price volatility. In calculating the present value
as of the date of grant of the options reported in the table, the Company
assumed an interest rate of 7.1% per annum, an annual dividend yield of zero
and volatility of 48%. There is no assurance that these assumptions will
prove to be true in the future. The actual value, if any, that may be
realized by each individual will depend on the market price of the Common
Stock of the Company on the date of exercise. Accordingly, use of this model
should not be viewed in any way as a forecast of the future performance of
the Company's Common Stock.
6
<PAGE>
OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information concerning unexercised
options to purchase Common Stock of the Company held at the end of fiscal year
1995 by the named executive officers. None of the named executive officers
exercised any options during fiscal year 1995. The Company does not grant SARs.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION VALUE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS AT OPTIONS AT
ACQUIRED ON REALIZED FY-END(#) FY-END($)(1)
NAME EXERCISE(#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---------------------------------- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Frank T. MacInnis................. None -- 0/200,000 0/$950,000
Sheldon I. Cammaker............... None -- 0/50,000 0/$218,500
Leicle E. Chesser................. None -- 0/50,000 0/$218,500
Jeffrey M. Levy................... None -- 0/50,000 0/$218,500
Joseph A. Gallo................... None -- 0/10,000 0/$43,700
</TABLE>
- ------------------
(1) For purposes of this column, value is calculated based on the aggregate
amount of the excess of $9.50 (the average of the high and low prices of the
Common Stock of the Company as reported on the Nasdaq Stock Market on
December 29, 1995) over the relevant exercise price for the shares of Common
Stock with respect to the options.
EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
EMPLOYMENT AGREEMENTS
The Company has entered into an Employment Agreement dated as of April 18,
1994 (the 'Agreement'), with Frank T. MacInnis providing for his employment as
Chief Executive Officer and President of the Company during the period April 18,
1994 through December 31, 1997. The Agreement provides that the term of
employment will automatically be extended for successive one-year periods unless
the Company or Mr. MacInnis gives written notice not to extend at least six
months prior to the end of the term or any extended term of the Agreement. The
Company is also to use its best efforts to ensure his election as Chairman of
the Board of Directors of the Company.
Pursuant to the Agreement, in 1995 Mr. MacInnis received an annual base
salary of $614,400, which salary is to increase on the first day of each
calendar year during his employment by at least the percentage increase for the
prior year in a specified consumer price index. In addition, Mr. MacInnis is
entitled to receive an annual bonus, which is to be determined by a formula
agreed upon by Mr. MacInnis and the Compensation and Personnel Committee of the
Board of Directors of the Company. Pursuant to the terms of the Agreement, upon
joining the Company Mr. MacInnis was paid a one-time cash payment of $250,000
and was entitled to an option (the 'Option') to purchase 200,000 shares of
Common Stock. In accordance with the Agreement, the Option was issued at an
exercise price of $4.75 per share, which price was equal to the market price for
the Common Stock on April 5, 1995.
Under the terms of the Agreement, Mr. MacInnis has been provided with
certain benefits customarily accorded to the Company's senior executive officers
as well as supplemental benefits such that he will receive the benefits that
would have been received if he were fully vested in the Company's Money Purchase
Plan and 401(k) Plan. In addition, Mr. MacInnis is entitled to $600 per month
for leasing of an automobile (plus maintenance and insurance thereon);
reimbursement for all initiation fees and monthly dues for membership in a club
suitable for entertaining clients of the Company; all legal expenses incurred by
him in connection with the Agreement; and the cost of any increased tax
liability to him caused by the receipt of these fringe benefits.
If Mr. MacInnis' employment is terminated during the term of the Agreement
by the Company other than for Cause (as defined in the Agreement) or he
terminates his employment for Good Reason (as defined in the Agreement), Mr.
MacInnis will be entitled to receive a cash payment equal to the sum of: (i) the
greater of (A) his base salary at the highest annual rate in effect during his
employment from the date of termination
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through December 31, 1997 or (B) two times his base salary at its then current
annual rate and (ii) an amount equal to the product of the highest bonus paid to
him during his employment (but in no event less than $150,000) times (A) the
number of full or partial years remaining from the date of termination through
December 31, 1997 or (B) two, whichever is greater; however, in the event of a
termination for Good Reason following a Change in Control (as defined in the
Agreement), the factor of two in clauses (i)(B) and (ii)(B) above will be
increased to three. In addition, Mr. MacInnis will be entitled to receive all
unpaid amounts in respect of any bonus for any calendar year ending before the
date of termination.
The Company has an employment contract with Sheldon I. Cammaker, expiring
January 31, 1999, pursuant to which Mr. Cammaker serves as a senior executive
officer of the Company. Mr. Cammaker received an annual base salary of $383,000
in 1995, which salary increases on the first day of each calendar year during
his employment by at least 6%. In addition, pursuant to the terms of his
employment contract, Mr. Cammaker is eligible to receive annual bonuses, has
been provided with certain benefits customarily accorded the Company's senior
executive officers and is provided with the use of a Company automobile.
Mr. Cammaker's employment contract provides that, in the event of a Change
in Control (as defined in the contract) of the Company and within two years
thereafter Mr. Cammaker is terminated or elects to terminate his employment, Mr.
Cammaker would be entitled to be paid an amount equal to the sum of (i)
$470,000, (ii) $320,000 multiplied by each full calendar year remaining under
his employment agreement, and (iii) $320,000 less, with respect to clause (iii),
the base salary already paid to him for the year of termination.
Joseph A. Gallo's employment with the Company terminated pursuant to a
termination agreement dated February 20, 1996 (the 'Termination Agreement').
Pursuant to the Termination Agreement, Mr. Gallo resigned as an officer of the
Company as of the close of business on April 7, 1996, and in connection
therewith he is to receive the payment of $210,000 in 52 equal weekly
installments and, under certain circumstances up to an additional $105,000 in 26
equal weekly installments, as well as $2,300 in respect of an automobile
allowance and $16,154 in respect of accrued vacation pay.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
IN COMPENSATION DECISIONS
During 1995, the Compensation and Personnel Committee of the Board of
Directors of the Company was responsible for matters concerning executive
compensation. Mr. MacInnis has served as Chairman of the Board, President and
Chief Executive Officer since April 18, 1994.
Messrs. Cunningham, Fried and Hopkins, all of whom are non-employee
directors, constitute the Compensation and Personnel Committee of the Company's
Board of Directors. Mr. Fried is Managing Partner of Albert Fried & Company,
LLC, which has agreed to loan to the Company and certain of its subsidiaries up
to $7.0 million as one of several lenders providing working capital facilities
of up to an aggregate of $45.0 million. The loans bear interest on the principal
amount thereof at the rate of 15% per annum and mature on June 14, 1996. The
loans are secured by, among other things, substantially all of the assets of the
Company and its principal U.S. subsidiaries (other than its subsidiaries Jamaica
Water Supply Company and Sea Cliff Water Company (the 'Water Companies')) and
require, among other things, that the first $15 million of net sales proceeds of
the Water Companies be applied to repayment of indebtedness outstanding under
the working capital facilities.
Mr. Fried is Chairman of the Board of Directors of Portec, Inc., and on
April 23, 1996, Mr. MacInnis was elected a director of Portec, Inc.
DIRECTOR COMPENSATION
Each director who is not an officer of the Company ('non-employee
director') receives an annual retainer of $30,000 and $1,000 for each meeting of
the Board he attends, other than telephonic meetings of the Board in which case
each non-employee director who participates receives $500. Each non-employee
director also receives $500 for each meeting of a committee of the Board of
Directors attended by the director, and each non-employee director who chairs a
committee of the Board receives an additional $2,000 per annum. In addition,
pursuant to the 1995 Non-Employee Directors' Non-Qualified Stock Option Plan,
each non-employee director on March 20, 1995 was granted an option on that date
to purchase 7,500 shares of Common Stock at an exercise
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price of $5.125 per share and an option on November 17, 1995 to purchase 3,000
shares of Common Stock at an exercise price of $9.375 per share. Each person who
is hereafter elected to serve as a non-employee director (including current
non-employee directors) will be granted an option, promptly following his
election, to purchase 3,000 shares of Common Stock at an exercise price equal to
the fair market value of the shares on the date on which the option is granted.
Non-employee directors' options are fully exercisable as of the date of grant.
Directors who also serve as officers of the Company do not receive compensation
for services rendered as directors.
COMPENSATION COMMITTEE REPORT
The Compensation and Personnel Committee of the Board of Directors (the
'Compensation Committee') reviews and determines, based on proposals made by the
Chief Executive Officer, the compensation of the Company's Chief Operating
Officer, Chief Financial Officer and General Counsel as well as the compensation
of other officers and employees of the Company and each subsidiary whose annual
compensation is $200,000 or more. It also reviews and approves any employment,
severance or similar agreements for those individuals. The Compensation
Committee is charged with fixing on an annual basis, the compensation of the
Chairman of the Board and the Chief Executive Officer, subject to the approval
of the Board, and reviewing and recommending to the Board any employment,
severance or similar agreement for him. The Compensation Committee also
administers the Company's 1994 Management Stock Option Plan and is charged with
recommending to the Board for its approval any incentive, benefit, award or
bonus plans or programs. The entire Board determines the amount, if any, of the
Company's contributions pursuant to its 401(k) Plan. While other compensation
decisions generally are not submitted to the Board, the Board has the ultimate
power and authority with respect to compensation matters.
The members of the Compensation Committee reviewed salaries paid to the
named executive officers for 1995 and approved salary increases for 1996 to the
named executive officers of the Company as well as bonuses paid in 1996 to them
in respect of 1995.
The Compensation Committee seeks to compensate executive officers at levels
competitive with other companies comparable in size in the same industry and to
provide short-term rewards and long-term incentives for superior individual and
corporate performance. In making compensation decisions, the Compensation
Committee periodically reviews information about the compensation paid or
payable to officers of comparably sized public companies (there being no public
companies of comparable size to the Company that are in businesses similar to
those of the Company), the compensation recommendations of Mr. MacInnis, the
Chairman of the Board, President and Chief Executive Officer of the Company, and
reports from outside consultants. The Compensation Committee does not have
target amounts of stock ownership for its executive officers.
The key components of executive officer compensation are base salary,
bonuses, stock options and awards pursuant to incentive-based plans. The
Compensation Committee attempts to combine these components in such a way as to
attract, motivate and retain key executives critical to the long-term success of
the Company. A discussion of the various components of the executives'
compensation for 1995 follows.
BASE SALARY
Each executive officer received a base salary and has the potential for
annual salary increases largely determined by reference to the salaries of
executive officers holding comparable positions in companies of comparable size.
BONUSES
Each executive officer was eligible for an annual bonus based upon both his
individual performance and the Company's performance. Bonuses were awarded to
executive officers in respect of 1995 which took into account their performance
and contractual obligations.
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STOCK OPTIONS
The Company's 1994 Management Stock Option Plan is intended to provide
executives with the promise of longer term rewards which appreciate in value
with the favorable future performance of the Company.
OTHER COMPENSATION
The executive officers also participate in the Money Purchase Plan and the
401(k) Plan as well as the medical, life and disability insurance plans
available to all employees of the Company.
CHIEF EXECUTIVE OFFICER COMPENSATION
The minimum compensation of Mr. MacInnis, Chairman of the Board, President
and Chief Executive Officer of the Company, is provided for in his employment
agreement described above. Proposals for additional compensation to him are
based on the policies described above. As part of its evaluation, the
Compensation Committee considered a report by Mr. MacInnis on his activities,
the Company's performance, the accomplishment of goals for the Company set by
the Board of Directors at the beginning of 1995, and the compensation earned by
other chief executive officers of companies of comparable size during the
previous year.
SECTION 162(M)
Section 162(m) of the Internal Revenue Code provides that the deduction by
a publicly-held corporation for compensation paid in a taxable year to the Chief
Executive Officer and any of the other four highest compensated executive
officers whose compensation is required to be reported in the Summary
Compensation Table is limited to $1 million per officer, subject to certain
exceptions. The Compensation Committee has taken, and intends to continue to
take, such actions as are necessary to reduce, if not eliminate, the Company's
non-deductible compensation expense, while maintaining, to the extent possible,
the flexibility which the Compensation Committee believes to be an important
element of the Company's executive compensation program.
By the Compensation and Personnel Committee: Malcolm Hopkins, Chairperson,
Thomas D. Cunningham and Albert Fried, Jr.
PERFORMANCE GRAPH
Proxy disclosure rules promulgated by the Securities and Exchange
Commission require inclusion of a graph presentation comparing cumulative
five-year stockholder returns on an indexed basis with the S&P 500 Index and
either a nationally recognized industry standard or an index of peer companies
selected by the Company. Since the common stock of the Company outstanding prior
to its reorganization was extinguished pursuant to its Plan of Reorganization
and the Common Stock of the Company as reorganized has been traded only since
the effective date of its Plan of Reorganization, such five-year presentation is
not possible. Under such circumstances, the Company is required instead to
present such information for the period since such shares were issued. The
following performance graph compares the Company's total stockholder return on
its Common Stock as compared to the S&P 500 Index and a peer group index
consisting of The Turner Corporation and Perini Corporation since January 6,
1995. Prior to that date, prices for the Company's Common Stock were not readily
available. The following performance graph assumes $100 was invested on January
6, 1995 in Common Stock of the Company and in each of the indices and assumes
reinvestment of all dividends.
None of the Company's peers in its mechanical and electrical contracting
and its facilities management services business is publicly traded. Accordingly,
the Company selected two general contractors that serve similar marketplaces and
are impacted by similar market conditions to the Company.
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COMPARATIVE FIFTEEN-MONTH TOTAL RETURNS
EMCOR S&P 500 Peer Group
Jan 3,95 100.00 100.00 100.00
Jan 31,95 111.11 102.43 105.01
Feb 28,95 138.89 106.12 106.71
Mar 31,95 112.50 109.02 101.22
Apr 30,95 141.67 112.07 112.39
May 31,95 180.56 116.14 115.78
Jun 30,95 175.00 118.61 115.17
Jul 31,95 170.83 122.38 126.35
Aug 31,95 170.83 122.45 123.51
Sep 30,95 186.11 127.25 126.70
Oct 31,95 180.56 126.61 117.42
Nov 30,95 205.56 132.16 105.28
Dec 31,95 213.89 134.11 94.64
Jan 31,96 236.11 138.48 99.85
Feb 29,96 244.44 139.45 98.43
Mar 29,96 269.44 140.55 103.30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Albert Fried, Jr. and Kevin C. Toner are directors of the Company and both
have a material interest in revolving credit agreements, dated December 14,
1994, which provide the Company and certain of its subsidiaries with working
capital facilities of up to an aggregate of $45.0 million. Albert Fried, Jr. is
Managing Partner of Albert Fried & Company, LLC, which agreed to loan up to $7.0
million as one of the lenders under the revolving credit agreements. Kevin C.
Toner agreed to loan up to $1.0 million as one of the lenders under the
revolving credit agreements. In addition, UBS Mortgage Finance Inc., an
affiliate of UBS Securities Inc., Mr. Toner's former employer, agreed to loan up
to $2.0 million as one of the lenders under the revolving credit agreements. All
the loans bear interest on the principal amount thereof at the rate of 15% per
annum and mature on June 14, 1996. The loans are secured by, among other things,
substantially all of the assets of the Company and its principal U.S.
subsidiaries (other than its subsidiaries Jamaica Water Supply Company and Sea
Cliff Water Company (the 'Water Companies')) and require, among other things,
that the first $15 million of net sales proceeds of the Water Companies be
applied to repayment of indebtedness outstanding under the working capital
facilities.
The Company has entered into an indemnification agreement with each of its
directors, including Mr. Frank T. MacInnis, and Messrs. Sheldon I. Cammaker,
Leicle Chesser, Jeffrey M. Levy, R. Kevin Matz and Mark A. Pompa, each of whom
is an executive officer of the Company, and Joseph A. Gallo who was an executive
officer during 1995.
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, 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 determination is not
11
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successfully challenged before a court. A director's or officer's rights under
the indemnification agreement are not exclusive of any other indemnity rights;
however, the 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 in the indemnification agreements) 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 in the indemnification agreements) 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.
RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has appointed Arthur Andersen
LLP, certified public accountants, as independent public accountants to audit
the accounts of the Company and its subsidiaries for 1996. Arthur Andersen LLP
acted as the Company's independent public accountants for 1995 pursuant to
appointment by the Audit Committee on September 19, 1995.
Representatives of Arthur Andersen LLP will be present at the annual
meeting to respond to appropriate questions, and will have an opportunity to
make a statement if they desire to do so.
Deloitte & Touche LLP acted as the Company's independent public accountants
for 1994. 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 the 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 stockholders'
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 proceeding. The Company's emergence from bankruptcy on December 14, 1994
resulted in a significant reduction in the Company's indebtedness, its obtaining
of new credit facilities and the valuing of the Company at a new reorganization
value resulting in positive stockholders' equity permitting Deloitte & Touche
LLP in its report dated March 17, 1995 to express an opinion on the 1993
consolidated financial statements a well as the 1994 consolidated financial
statements.
During the Company's two most recent fiscal years ended December 31, 1995,
there were no 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, 1995,
there were no 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.
During the Company's fiscal year ended December 31, 1994 and the period
January 1, 1995 to September 19, 1995, neither the Company, nor anyone on its
behalf, consulted with Arthur Andersen LLP
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<PAGE>
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.
The affirmative vote of a majority of the shares of Common Stock present in
person or represented by proxy at the meeting and entitled to vote thereon is
required for approval of the appointment of independent public accountants.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR 1996.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file initial reports of
ownership and reports of change in ownership (Forms 3, 4 and 5) of Common Stock
and other equity securities of the Company with the Securities and Exchange
Commission ('SEC'). Officers, directors and greater than 10% beneficial holders
are required by SEC regulation to furnish the Company with copies of all such
forms they file. In January 1996, Mr. Jeffrey M. Levy, one of the Company's
executive officers, failed to file a Form 4 for the month of December 1995 to
report the purchase of 1,000 shares of the Company's Common Stock.
STOCKHOLDERS' PROPOSALS
Stockholders' proposals must be received by the Company at its headquarters
in Norwalk, Connecticut on or before February 14, 1997 in order to be considered
for inclusion in next year's Proxy Statement.
OTHER INFORMATION
The cost of soliciting proxies will be borne by the Company. The Company
expects to solicit proxies primarily by mail. Proxies also may be solicited
personally and by telephone by certain officers and regular employees of the
Company. Morrow & Co., Inc. has been retained for solicitation of all brokers
and nominees for a fee of $3,000 plus customary out-of-pocket expenses. The
Company may reimburse brokers and other nominees for their expenses in
communicating with the persons for whom they hold Common Stock of the Company.
The Board of Directors is aware of no other matters that are to be
presented to the stockholders for formal action at the Annual Meeting. If,
however, any other matters properly come before the meeting or any adjournments
thereof, it is the intention of the persons named in the enclosed proxy to vote
in accordance with their judgment in such matters.
UPON THE WRITTEN REQUEST OF ANY STOCKHOLDER OF RECORD ON APRIL 22, 1996, A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1995 (EXCLUDING EXHIBITS) AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE SUPPLIED WITHOUT CHARGE. REQUESTS SHOULD BE DIRECTED TO
JOSEPH W. BARNETT, SECRETARY, EMCOR GROUP, INC., 101 MERRITT SEVEN CORPORATE
PARK, NORWALK, CONNECTICUT 06851-1060.
BY ORDER OF THE BOARD OF DIRECTORS
JOSEPH W. BARNETT
Secretary
April 30, 1996
13
EMCOR GROUP, INC.
ANNUAL MEETING OF STOCKHOLDERS
JUNE 14, 1996
The undersigned hereby appoints Frank T. MacInnis, Sheldon I. Cammaker
and Leicle E. Chesser, and each of them, with full power to act without
the other and with full power of substitution, as proxies to represent
and to vote, as directed herein, all shares the undersigned is
entitled to vote at the annual meeting of the stockholders of EMCOR
Group, Inc. to be held on the 5th Floor at 101 Merritt Seven Corporate
Park, Norwalk, Connecticut 06851-1060 on Friday, June 14, 1996 at 10:00
a.m., and all adjournments thereof, as follows:
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE AND RETURN
IT PROMPTLY USING THE ENCLOSED POSTAGE PREPAID ENVELOPE.
Unless otherwise marked, the proxies are appointed with authority to
vote "FOR" all nominees for election and "FOR" the appointment of
independent public accountants.
(Continued and to be signed on the reverse side.)
EMCOR GROUP, INC.
P.O. BOX 11079
NEW YORK, N.Y. 10203-0079
The Board of Directors recommends a vote "FOR" all nominees in Item 1
and "FOR" Item 2.
1. Election of Directors
FOR all nominees listed below
WITHHOLD AUTHORITY to vote for all nominees listed below.
*EXCEPTIONS
Nominees: F. MacInnes, S. Bershad, D. Brown, T. Cunningham, A. Fried, M.
Hopkins, K. Toner
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below.)
*Exceptions ____________________________________________________________________
2. Appointment of Independent Public Accountants.
FOR
AGAINST
ABSTAIN
Change of Address and/or Comments Mark Here
[INDICIA]
In their discretion to vote upon other
matters that may properly come
before the meeting
Please sign exactly as your name
appears to the left.
When signing as attorney, executor,
administrator, trustee or guardian,
please give your full title. If
shares are held jointly, each holder
should sign.
Dated: ____________________________, 1996
_________________________________________
Signature
_________________________________________
Signature
Voters must be indicated (x)
in Black or Blue ink. X
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
