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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)*
Emcor Group, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
29084Q 10 0
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(CUSIP Number)
Kenneth Liang (213) 614-0900
Managing Director and General Counsel 550 South Hope Street, 22nd Floor
Oaktree Capital Management, LLC Los Angeles, California 90071
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 4, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 29084Q 10 0 Page 2 of 7 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, LLC
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
2 (b) /X/
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) / /
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 740,000
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 107,645
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9 SOLE DISPOSITIVE POWER
740,000
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10 SHARED DISPOSITIVE POWER
107,645
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
847,645**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
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14 TYPE OF REPORTING PERSON*
IA; CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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** Includes 107,645 shares of the Issuer's Common Stock held by TCW
Special Credits Fund V - The Principal Fund and managed by the
reporting person pursuant to a subadvisory agreement.
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SCHEDULE 13D
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CUSIP No. 29084Q 10 0 Page 3 of 7 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Principal Opportunities Fund, L.P.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
2 (b) /X/
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) / /
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 740,000
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
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9 SOLE DISPOSITIVE POWER
740,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1 SECURITY AND ISSUER
This Statement relates to the common stock, par value $0.01 per share ("Common
Stock"), of Emcor Group, Inc., a Delaware corporation (the "Issuer"). The
address of the principal executive office of the Issuer is 101 Merritt Seven
Corporate Park, Norwalk, Connecticut 06851-1060.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed on behalf of
(1) Oaktree Capital Management, LLC, a California limited liability
company ("Oaktree"), in its capacity as (i) General Partner of the OCM
Principal Fund (see below) and (ii) investment manager of TCW Special
Credits Fund V - The Principal Fund, a California limited partnership
of which TCW Asset Management Company ("TAMCO"), a California
corporation and wholly-owned subsidiary of The TCW Group, Inc., a
Nevada corporation, is the General Partner (the "TCW Principal Fund");
and
(2) OCM Principal Opportunities Fund, L.P., a Delaware limited partnership
of which Oaktree is the General Partner, (the "OCM Principal Fund").
Oaktree acts as investment manager of The TCW Principal Fund pursuant to a
subadvisory agreement between TAMCO and Oaktree. The principal business of
Oaktree is providing investment advice and management services to
institutional and individual investors. The OCM Principal Fund is a limited
partnership which invests in entities in which there is a potential for the
OCM Principal Fund to exercise significant influence over such
entities. The address of the principal business and principal office for
Oaktree is 550 South Hope Street, 22nd Floor, Los Angeles, California 90071.
e(a)-(c) & (f)
The members and executive officers of Oaktree and the OCM Principal Fund
are listed below. The principal address for each member and executive officer
of Oaktree and the Portfolio Managers of the OCM Principal Fund is 550 South
Hope Street, 22nd Floor, Los Angeles, California 90071. All individuals listed
below are citizens of the United States of America.
EXECUTIVE OFFICERS AND MEMBERS
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Howard S. Marks Chairman and Principal
Bruce A. Karsh President and Principal
Sheldon M. Stone Principal
David Richard Masson Principal
Larry Keele Principal
Russel S. Bernard Principal
Stephen A. Kaplan Principal
David Kirchheimer Managing Director and Chief Financial and
Administrative Officer
Kenneth Liang Managing Director and General Counsel
PORTFOLIO MANAGERS
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Stephen A. Kaplan Principal
Bruce A. Karsh President and Principal
(d)-(e)
During the last five years, neither Oaktree, the OCM Principal Fund, nor, to the
best of their knowledge, any of their respective executive officers, directors
and general partners (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
result of such proceedings was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The OCM Principal Fund acquired 400,000 of the shares of the Issuer's Common
Stock on February 4, 1997 through broker-dealers. Approximately $6,200,000 of
funds, including brokerage commission, were used by the OCM Principal Fund for
the acquisition of such shares of Common Stock which were obtained from the
working capital of such limited partnership. The OCM Principal Fund had
previously obtained other shares of the Issuer's Common Stock, reported herein,
through open market
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purchase of shares through broker-dealers. The TCW Principal Fund had obtained
the shares of the Issuer's Common Stock, reported herein, primarily in
connection with the bankruptcy restructuring of the Issuer (then known as JWP,
Inc.).
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock acquired on February 4, 1997 were acquired for
investment purposes. The investment strategy of the OCM Principal Fund is to
invest in entities in which there is a potential for the OCM Principal Fund
to exercise significant influence or control, and consequently, Oaktree has
indicated to the Issuer that it may purchase additional shares, but has made
no proposals and has entered into no agreements which relate to or would
result in any of the matters described in Items 4(a)-(j) of Schedule 13D;
however, as part of its ongoing review of investment alternatives, Oaktree
has not excluded the possibility of considering such matters in the future or
formulating a plan with respect to such matters, subject to applicable law,
and, from time to time, Oaktree may hold discussions with or make formal
proposals to management or the Board of Directors of the Issuer, other
stockholders of the Issuer or other third parties regarding such matters.
Based on continuing evaluation of the Issuer's businesses and prospects,
alternative investment opportunities and all other factors deemed relevant,
additional shares of the Issuer's Common Stock may be acquired in the open
market or in privately negotiated transactions, or some or all of the shares
of the Issuer's Common Stock may be sold.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
As of the date of this Schedule 13D, the OCM Principal Fund beneficially owns
740,000 shares of the Issuer's Common Stock which is approximately 7.8% of the
outstanding shares of the Issuer's Common Stock.
As of the date of this Schedule 13D, the TCW Principal Fund beneficially owns
107,645 shares of the Issuer's Common Stock which is approximately 1.1% of the
outstanding shares of the Issuer's Common Stock.
As of the date of this Schedule 13D, Oaktree, (i) in its capacity as the General
Partner of the OCM Principal Fund, may be deemed to beneficially own 740,000
shares of the Issuer's Common Stock held by the OCM Principal Fund, and (ii) in
its capacity as the fund manager of the TCW Principal Fund pursuant to the
subadvisory agreement between TAMCO and Oaktree, may be deemed to have power to
vote and dispose of certain of the 107,645 shares of the Issuer's Common Stock
as to which the TCW Principal Fund has power to vote and dispose, all of which
((i) and (ii)) constitutes 847,645 shares of the Issuer's Common Stock.
(c) Except for the purchases by the OCM Principal Fund, neither Oaktree nor
the OCM Principal Fund, and to the best of their knowledge, none of their
respective executive officers, directors, or general partners has effected
transactions involving the shares of the Issuer's Common Stock during the last
60 days.
(d) None
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
TAMCO, as General Partner of the TCW Principal Fund, receives a management fee
for its management of the TCW Principal Fund. Pursuant to a subadvisory
agreement between TAMCO and Oaktree, Oaktree acts as investment manager of the
TCW Principal Fund and receives a portion of the management fee received by
TAMCO for its management of the TCW Principal Fund. The TCW Principal Fund's
investment strategy is to invest in entities in which there is a potential for
the TCW Principal Fund to exercise significant influence.
Except to the extent the securities referred to in this Statement constitute
assets of the TCW Principal Fund, there are no contracts, understandings or
relationships (legal or otherwise) among or between any member of Oaktree, the
OCM Principal Fund or, to the best their knowledge, their respective executive
officers, directors, or general partners, or between or among any of such
persons and with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated as of 13th day of February, 1997.
OAKTREE CAPITAL MANAGEMENT, LLC
/s/ KENNETH LIANG
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Kenneth Liang,
Managing Director and General Counsel
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
/s/ KENNETH LIANG
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Kenneth Liang,
Managing Director and General Counsel of
Oaktree Capital Management, LLC, the
General Partner of OCM Principal Opportunities
Fund, L.P.
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