<PAGE>
OMB APPROVAL
OMB Number 3235-0145
Expires: December 31, 1997
Estimated average burden
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. 2)*
EMCOR GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
29084Q 10 0
---------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 9, 1997
- --------------------------------------------------------------------------------
(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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 29084Q 10 0 PAGE 2 OF 7 PAGES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 943,645
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
943,645
------------------------------------------------------------
1O SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
943,645
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /x/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA; CO
- --------------------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 29084Q 10 0 PAGE 3 OF 7 PAGES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Principal Opportunities Fund, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 943,645
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
943,645
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
943,645
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*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.
<PAGE>
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 General Partner of the OCM
Principal Fund (see below); and
(2) OCM Principal Opportunities Fund, L.P., a Delaware limited partnership
of which Oaktree is the General Partner, (the "OCM Principal Fund").
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
Not applicable
4
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
On December 9, 1997, the OCM Principal Fund sold 22,355 shares of Common
Stock. On December 9, 1997, TCW Special Credits Fund V - The Principal Fund,
a California limited partnership, sold 107,645 shares of Common Stock which
Oaktree managed pursuant to a subadvisory agreement. 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, 943,645 shares of the Issuer's Common
Stock which is approximately 9.9% of the outstanding shares of the Issuer's
Common Stock.
As of the date of this Schedule 13D, Oaktree, 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, 943,645 shares of the Issuer's Common Stock
held by the OCM Principal Fund.
(c) Except for the sales by the OCM Principal Fund described herein,
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
TCW Special Credits acts as investment manager of a third party managed
account which holds 18,226 shares of the Issuer's Common Stock. TCW Special
Credits is a partnership of which TCW Asset Management Company ("TAMCO") is
managing partner and Bruce Karsh, Howard Marks, Richard Masson and Sheldon
Stone are general partners. Messrs. Karsh, Marks, Masson and Stone (who are
also Principals of Oaktree) may be deemed under certain circumstances to be
beneficial owners of such shares. Each of Oaktree and Messrs. Karsh, Marks,
Masson and Stone disclaim beneficial ownership of such shares.
Except as otherwise set forth in this Statement, 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
Exhibit I: A written agreement relating to the filing of the joint
acquisition statement as required by Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended.
5
<PAGE>
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 15th day of December, 1997.
OAKTREE CAPITAL MANAGEMENT, LLC
/s/ Kenneth Liang
- ----------------------------------------------
Kenneth Liang,
Managing Director and General Counsel
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
/s/ Kenneth Liang
- ----------------------------------------------
Kenneth Liang,
Managing Director and General Counsel of
Oaktree Capital Management, LLC, the
General Partner of OCM Principal Opportunities
Fund, L.P.
6
<PAGE>
EXHIBIT I
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated as of the 15th of December, 1997.
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Kenneth Liang
-------------------------------------
Kenneth Liang
Managing Director and General Counsel
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: /s/ Kenneth Liang
-------------------------------------
Kenneth Liang
Managing Director and General Counsel of
Oaktree Capital Management, LLC, the General
Partner of OCM Principal Opportunities Fund, L.P.
