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OMB APPROVAL
OMB Number 3235-0145
Expires: December 31, 1997
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hours per form 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
APRIL 15, 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
CUSIP NO. 29084Q 10 0 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 966,000
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 107,645
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9 SOLE DISPOSITIVE POWER
966,000
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1O SHARED DISPOSITIVE POWER
107,645
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,073,645**
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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)
11.3%
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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.
** Includes 107,645 shares of 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
CUSIP NO. 29084Q 10 0 PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Principal Opportunities Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 966,000
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
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9 SOLE DISPOSITIVE POWER
966,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
966,000
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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)
10.2%
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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.
(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
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
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
a 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 an aggregate of 226,000 shares of the Issuer's
Common Stock through broker-dealers of which 51,000 shares were purchased on
April 14, 1997 and 175,000 shares were purchased on April 15, 1997.
Approximately $2,991,250 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 purchase of shares through
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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 April 14, 1997 and April 15, 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,
and has sole power to vote and dispose of, 966,000 shares of the Issuer's Common
Stock which is approximately 10.2% 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, and has
sole power to vote and dispose of, 966,000 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 1,073,645
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 of 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 the 22nd day of April, 1997.
OAKTREE CAPITAL MANAGEMENT, LLC
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Kenneth Liang,
Managing Director and General Counsel
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
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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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