<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO.3)*
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
Managing Director and General Counsel
Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 16, 1998
-------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-l(f) or 240.13d-1(g), check
the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
*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 9 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
1,268,645
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
1,268,645
REPORTING -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,268,645
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.75%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA, OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ------------------------- -----------------------------
CUSIP NO. 29084Q 10 0 PAGE 3 OF 9 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*
WC
- --------------------------------------------------------------------------------
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 978,645
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 978,645
-------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,645
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ------------------------- -----------------------------
CUSIP NO. 053323 10 1 PAGE 4 OF 9 PAGES
- ------------------------- -----------------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Opportunities Fund II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
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 284,200
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 284,200
-------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
284,200
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
PAGE 5 OF 9 PAGES
ITEM 1. SECURITY AND ISSUER
This Schedule 13D 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 Schedule 13D is filed on behalf of:
(1) Oaktree Capital Management, LLC, a California limited liability
company ("Oaktree"), in its capacity as general partner of the
Principal Fund and Opportunities Fund (see below);
(2) OCM Opportunities Fund II, L.P., a Delaware limited partnership
(the "Opportunities Fund"); and
(3) OCM Principal Opportunities Fund, L.P., a Delaware limited
partnership (the "Principal Fund" and, together with the
Opportunities Fund, collectively, the "Funds").
The principal business of Oaktree is providing investment advice and
management services to institutional and individual investors. The
Opportunities Fund is a limited partnership which generally invests in
securities and other obligations of distressed entities. The Principal Fund
is a limited partnership which generally invests in entities in which there
is a potential for the Principal Fund to exercise significant influence over
such entities. Oaktree is also the investment manager of a third party
account (the "Oaktree Account") which invests in securities similar to those
in which the Opportunities Fund invests. Based on Oaktree's relationship
with the Funds and the Oaktree Account, Oaktree may be deemed to beneficially
own the shares of Common Stock held by the Funds and the Oaktree Account.
(a)-(c) & (f)
Oaktree is the general partner of each of the Funds. The address of the
principal business and principal office for Oaktree, the Funds and the
portfolio managers is 333 South Grand Avenue, 28th Floor, Los Angeles,
California 90071. The members and executive officers of Oaktree and the
Funds are listed below. The principal address for each member and executive
officer of Oaktree and the Funds is 333 South Grand Avenue, 28th Floor, Los
Angeles, California 90071. Each individual listed below is a citizen of the
United States of America.
<PAGE>
PAGE 6 OF 9 PAGES
Executive Officers & Members
Howard S. Marks Chairman and Principal
Bruce A. Karsh President and Principal
Sheldon M. Stone Principal
David Richard Masson Principal
Larry W. Keele Principal
Stephen A. Kaplan Principal
Russel S. Bernard 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 Funds, 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 Opportunities Fund holds 284,200 shares of the Issuer's Common Stock as
of the date hereof. The Opportunities Fund used $4,653,775 of funds obtained
from its working captial for the acquisition of such shares of Common Stock.
The Oaktree Account holds 5,800 shares of the Issuer's Common Stock as of the
date hereof. Such shares were obtained using $94,975 of the working capital
of the Oaktree Account.
The Principal Fund holds 978,645 shares of the Issuer's Common Stock as of
the date hereof. Such shares were obtained using $14,558,098.07 of the working
capital of the Principal Fund.
ITEM 4. PURPOSE OF TRANSACTION
The shares of the Issuer's Common Stock described herein were acquired for
investment purposes and for the purposes described below.
Oaktree, as the general partner of the Funds, will evaluate the Issuer's
businesses and prospects, alternative investment opportunities and all other
factors deemed relevant in determining whether additional shares of the
Issuer's Common Stock will be acquired by the Funds. The investment strategy
of the Funds is generally to invest in entities in which there
is a potential to exercise significant influence over such entities.
Additional shares of 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 beneficially owned by Oaktree and the Funds
<PAGE>
PAGE 7 OF 9 PAGES
may be sold. Oaktree currently has no agreements, beneficially or otherwise,
which would be related 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 may consider such matters in the future and,
subject to applicable law, may formulate a plan with respect to such matters,
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
shareholders of the Issuer or other third parties regarding such matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Schedule 13D, the Opportunities Fund owns and has
sole power to vote and dispose of 284,200 shares of Common Stock of the
Issuer (approximately 2.9% of the outstanding shares of the Issuer's Common
Stock).
As of the date of this Schedule 13D, the Principal Fund owns and has sole
power to vote and dispose of 978,645 shares of the Issuer's Common Stock
(approximately 9.8% 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 Funds and investment manager of the Oaktree Account, may be
deemed to be benefically own 1,268,645 shares of Common Stock of the Issuer
(approximately 12.75% of the outstanding shares of the Issuer's Common Stock)
held by the Funds and the Oaktree Account.
(b) Oaktree has discretionary authority and control over all of the assets
of the Funds and the Oaktree Account pursuant to its status as general
partner of the Funds and investment manager of the Oaktree Account, including
the power to vote and dispose of the Issuer's Common Stock. Therefore,
Oaktree has the power to vote and dispose of 1,268,645 shares of the Issuer's
Common Stock.
(c) On November 12, 1998, the Principal Fund purchased 35,000 shares of the
Issuer's Common Stock in the open market at a price of $16.00 per share. On
November 16, 1998, the Opportunities Fund purchased 284,200 shares of the
Issuer's Common Stock in the open market at a price of $16.375 per share. On
November 16, 1998, the Oaktree Account purchased 5,800 shares of the Issuer's
Common Stock in the open market at a price of $16.375 per share. Oaktree, as
general partner of the Funds and investment manager of the Oaktree Account,
may be deemed to beneficially own the shares of the Issuer's Common Stock
which were purchased by the Funds and the Oaktree Account. Oaktree and each
of the individuals listed in Item 2 disclaims ownership of the shares of the
Issuer's Common Stock reported herein and the filing of this Statement shall
not be construed as an admission that any such person is the beneficial owner
of any securities covered by this statement. Other than the transactions
described above, neither the Funds, the Oaktree Account nor Oaktree and, to
the best of their knowledge, none of their respective executive officers,
directors or general partners has effected any transaction involving the
Issuer's Common Stock during the last 60 days.
<PAGE>
PAGE 8 OF 9 PAGES
(d) None
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Oaktree, as general partner of the Funds and investment manager of the
Oaktree Account, receives a management fee for managing the assets of the
Funds and the Oaktree Account and has a carried interest in the Funds and
earns an incentive fee from the Oaktree Account.
Except as described above and herein in this Schedule 13D, there are no other
contracts, understandings or relationships (legal or otherwise) among the
parties named in Item 2 hereto and between such persons and any person with
respect to any of the securities of the Issuer currently owned by the Funds.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as Exhibits to this Schedule 13D:
Exhibit 1- A written agreement relating to the filing of the joint
acquisition statement as required by Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended.
<PAGE>
PAGE 9 OF 9 PAGES
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Schedule 13D is
true, complete and correct.
Dated as of this 24th day of November, 1998.
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ KENNETH LIANG
----------------------------------
Kenneth Liang
Managing Director and General Counsel
OCM OPPORTUNITIES FUND II, L.P.
By: /s/ KENNETH LIANG
----------------------------------
Kenneth Liang
Managing Director and General Counsel of
Oaktree Capital Management, LLC, general
partner of OCM Opportunities Fund II, L.P.
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: /s/ KENNETH LIANG
----------------------------------
Kenneth Liang
Managing Director and General Counsel of
Oaktree Capital Management, LLC, general
partner of OCM Principal Opportunities
Fund, L.P.
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
Each of the undersigned acknowledges and agrees that the foregoing
statement on Schedule 13D is filed on behalf of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of the undersigned without the necessity of filing additional joint acquisition
statements. Each of the undersigned acknowledges that it shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning 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 this 24th day of November, 1998.
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ KENNETH LIANG
---------------------------------------
Kenneth Liang
Managing Director and General Counsel
OCM OPPORTUNITIES FUND II, L.P.
By: /s/ KENNETH LIANG
----------------------------------
Kenneth Liang
Managing Director and General Counsel of
Oaktree Capital Management, LLC, general
partner of OCM Opportunities Fund II, L.P.
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: /s/ KENNETH LIANG
---------------------------------------
Kenneth Liang
Managing Director and General Counsel of
Oaktree Capital Management, LLC, general
partner of OCM Principal Opportunities
Fund, L.P.
