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. 1)
EMCOR GROUP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
29084Q100
(CUSIP NUMBER)
BAY HARBOUR MANAGEMENT, L.C.
TOWER INVESTMENT GROUP, INC.
STEVEN A. VAN DYKE
777 South Harbour Island Boulevard, Suite 270
Tampa, Florida 33602
(813) 272-1992
DOUGLAS P. TEITELBAUM
885 Third Avenue
34th Floor
New York, New York 10022
(212) 371-2211
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 3, 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 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 [_]
(Continued on the following pages)
(Page 1 of 22 Pages)
<PAGE>
- ------------------------- -------------------------
CUSIP No. 29084Q100 13D Page 2 of 22 Pages
- ------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Steven A. Van Dyke
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO, PF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER 30,600
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 1,333,367
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 30,600
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER 1,333,367
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,363,967
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN, HC
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------- -------------------------
CUSIP No. 29084Q100 13D Page 3 of 22 Pages
- ------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Douglas P. Teitelbaum
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER -0-
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 1,333,367
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER -0-
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER 1,333,367
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,333,367
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN, HC
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------- -------------------------
CUSIP No. 29084Q100 13D Page 4 of 22 Pages
- ------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Tower Investment Group, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 59-2924229
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER -0-
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 1,333,367
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER -0-
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER 1,333,367
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,333,367
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON HC
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------- -------------------------
CUSIP No. 29084Q100 13D Page 5 of 22 Pages
- ------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Bay Harbour Management, L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 59-3418243
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER 222,000
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 1,111,367
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 222,000
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER 1,111,367
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,333,367
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IA
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------- -------------------------
CUSIP No. 29084Q100 13D Page 6 of 22 Pages
- ------------------------- -------------------------
1 NAME OF REPORTING PERSON Bay Harbour Investments, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER -0-
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 360,479
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER -0-
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER 360,479
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,479
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------- -------------------------
CUSIP No. 29084Q100 13D Page 7 of 22 Pages
- ------------------------- -------------------------
1 NAME OF REPORTING PERSON Bay Harbour 90-1, Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER 340,650
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER -0-
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 340,650
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,650
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON PN
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------- -------------------------
CUSIP No. 29084Q100 13D Page 8 of 22 Pages
- ------------------------- -------------------------
1 NAME OF REPORTING PERSON Trophy Hunter Investments, Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER 380,000
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER -0-
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 380,000
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON PN
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------- -------------------------
CUSIP No. 29084Q100 13D Page 9 of 22 Pages
- ------------------------- -------------------------
1 NAME OF REPORTING PERSON Bay Harbour Partners, Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER 364,888
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER -0-
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 364,888
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
364,888
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------- -------------------------
CUSIP No. 29084Q100 13D Page 10 of 22 Pages
- ------------------------- -------------------------
1 NAME OF REPORTING PERSON Trophy Hunter Partners, Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER 6,000
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER -0-
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 6,000
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.06%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------- -------------------------
CUSIP No. 29084Q100 13D Page 11 of 22 Pages
- ------------------------- -------------------------
1 NAME OF REPORTING PERSON Bay Harbour 98-1, Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER -0-
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 19,829
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER -0-
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER 19,829
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,829
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------- -------------------------
CUSIP No. 29084Q100 13D Page 12 of 22 Pages
- ------------------------- -------------------------
1 NAME OF REPORTING PERSON Trophy Hunters, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER -0-
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 380,000
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER -0-
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER 380,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends and supplements the Statement on Schedule
13D, originally filed with the U.S. Securities and Exchange Commission (the
"SEC") on November 4, 1998 (the "Schedule 13D"), by Bay Harbour Management, L.C.
("Bay Harbour"), Tower Investment Group, Inc. ("Tower"), Steven A. Van Dyke
("Van Dyke"), and Douglas P. Teitelbaum ("Teitelbaum"), and adds the following
persons (herein referred to collectively with Bay Harbour, Tower, Van Dyke and
Teitelbaum as the "Reporting Persons"): Bay Harbour 90-1, Ltd., Bay Harbour
98-1, Ltd., Trophy Hunter Investments, Ltd., Bay Harbour Investments, Inc.,
Trophy Hunters, Inc., Bay Harbour Partners, Ltd. and Trophy Hunter Partners,
Ltd.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended in its entirety to read as follows:
This Statement is being filed by and on behalf of Bay Harbour, Tower, Van
Dyke, Teitelbaum, Bay Harbour 90-1, Ltd., Bay Harbour 98-1, Ltd., Trophy Hunter
Investments, Ltd., Bay Harbour Investments, Inc., Trophy Hunters, Inc., Bay
Harbour Partners, Ltd. and Trophy Hunter Partners, Ltd.
Bay Harbour Management, L.C. ("Bay Harbour") is a Florida limited
company and a registered investment adviser under the Investment Advisers Act of
1940, as amended. Tower Investment Group, Inc., a Florida corporation ("Tower"),
is the majority stockholder of Bay Harbour. The principal business of each of
Bay Harbour and Tower is investing in Securities. Steven A. Van Dyke, a resident
of Florida and a United States citizen ("Van Dyke"), is a stockholder of Tower.
Douglas P. Teitelbaum, a resident of New York and a United States citizen, is a
stockholder of Tower. The executive officers and directors of Bay Harbour and
Tower are as follows:
Name Address Occupation
- ---- ------- ----------
Steven A. Van Dyke 777 South Harbour Island investment
Boulevard, Suite 270 management
Tampa, Florida 33602
Douglas P. Teitelbaum 885 Third Avenue investment
34th Floor management
New York, New York 10022
Each of Bay Harbour 90-1, Ltd., Bay Harbour 98-1, Ltd. and Trophy
Hunter Investments, Ltd., is a Florida limited partnership. Each of Bay Harbour
Investments, Inc. and Trophy Hunters, Inc. is a Florida corporation. Each of Bay
Harbour Partners, Ltd. and Trophy Hunter Partners, Ltd. is a Bahamian
corporation.
The principal business of Bay Harbour 90-1, Ltd., Bay Harbour 98-1,
Ltd., Trophy Hunter Investments, Ltd., Bay Harbour Partners, Ltd. and Trophy
Hunter Partners, Ltd. is investing in securities. The principal business of Bay
Harbour Investments, Inc. is serving as the general partner of Bay Harbour 90-1,
Ltd. and Bay Harbour 98-1, Ltd. The principal business of Trophy Hunters, Inc.
is serving as the general partner of Trophy Hunter Investments, Ltd.
During the last five years, none of the Reporting Persons has (i) been
convicted in a criminal proceeding or (ii) been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding 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. The
business address of each of the Reporting Persons (other than Teitelbaum, Bay
Harbour Partners, Ltd. and Trophy Hunter Partners, Ltd. ) is 777 South Harbour
Island Boulevard, Suite 270, Tampa, Florida 33602.
13
<PAGE>
The business address for Bay Harbour Partners, Ltd. and Trophy Hunter
Partners, Ltd. is c/o MeesPierson Charlotte House, Charlotte Street, Nassau,
Bahamas.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended in its entirety to read as follows:
During 1994, Bay Harbour 90-1, Ltd. purchased, for an aggregate
purchase price of $493,994.50, debentures of JWP, Inc. that were converted into
58,117 shares of Emcor Common Stock pursuant to a reorganization plan approved
by bankruptcy court. The source of the funds used by Bay Harbour 90-1, Ltd. to
purchase the debentures of JWP, Inc. was capital invested by its limited
partners.
On March 13, 1998, Bay Harbour 90-1, Ltd. purchased in a public
offering $450,000 of Emcor Group Inc. 5.75% Convertible Debentures (the
"Debentures") for an aggregate purchase price of $450,047.25. The source of the
funds used by Bay Harbour 90-1, Ltd. to purchase the Debentures was capital
invested by its limited partners.
On March 13, 1998, Bay Harbour 98-1, Ltd. purchased in a public
offering $50,000 of the Debentures for an aggregate purchase price of
$50,005.25. The source of the funds used by Bay Harbour 98-1, Ltd. to purchase
the Debentures was capital invested by its limited partners.
On March 13, 1998, Bay Harbour Partners, Inc. purchased in a public
offering $500,000 of the Debentures for an aggregate purchase price of
$500,052.50. The source of the funds used by Bay Harbour Partners, Ltd. to
purchase the Debentures was capital invested by its limited partners.
From March 6, 1995 through December 3, 1998, Trophy Hunter
Investments, Ltd. purchased in secondary trades on the open-market 380,000
shares of Emcor Common Stock, for an aggregate purchase price of $5,250,491.03.
The source of the funds used by Trophy Hunter Investments, Ltd. to purchase such
shares was capital invested by its limited partners.
From March 6, 1995 through December 3, 1998, Bay Harbour 90-1, Ltd.
purchased in secondary trades on the open-market, 324,191 shares of Emcor Common
Stock, for an aggregate purchase price of $4,553,365.78. The source of the funds
used by Bay Harbour 90-1, Ltd. to purchase such shares was capital invested by
its limited partners.
From March 6, 1995 through December 3, 1998, Bay Harbour Partners, Ltd.
purchased in secondary trades on the open-market, 346,600 shares of Emcor Common
Stock, for an aggregate purchase price of $4,652,659.71. The source of the funds
used by Bay Harbour Partners, Ltd. to purchase such shares was capital invested
by its shareholders.
From March 6, 1995 through December 3, 1998, Trophy Hunter Partners,
Ltd. purchased in secondary trades on the open-market, 6,000 shares of Emcor
Common Stock, for an aggregate purchase price of $100,435.00. The source of the
funds used by Trophy Hunter Partners, Ltd. to purchase such shares was capital
invested by its shareholders.
From March 6, 1995 through December 3, 1998, Bay Harbour 98-1, Ltd.
purchased in secondary trades on the open-market, 18,000 shares of Emcor Common
Stock, for an aggregate purchase price of $331,956.70. The source of the funds
used by Bay Harbour 98-1, Ltd. to purchase such shares was capital invested by
its limited partners.
14
<PAGE>
From March 6, 1995 through December 3, 1998, Bay Harbour purchased in
secondary trades on the open-market for certain of its managed accounts, 222,000
shares of Emcor Common Stock, for an aggregate purchase price of $3,520,546.44.
The source of the funds used by Bay Harbour to purchase such shares was capital
in investment accounts managed on a discretionary basis by Bay Harbour.
From August 23, 1995 through December 4, 1998, 30,600 shares of Emcor
Common Stock were purchased in secondary trades on the open market for an
aggregate amount of $494,107.45 by Van Dyke using his personal funds.
The Shares of Emcor Common Stock owned by the Reporting Persons are
referred to herein collectively as the "Shares."
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended in its entirety to read as follows:
The Reporting Persons acquired the Shares and Debentures
(collectively, the "Securities") because they believe such securities represent
a favorable investment opportunity.
Representatives of the Reporting Persons have spoken with Mr. Frank T.
MacInnis, Chairman of the Board and Chief Executive Officer of Emcor, over the
past month concerning the business of Emcor and its prospects. Such
representatives communicated the Reporting Persons' belief that shareholder
value would best be enhanced by seeking out a strategic buyer for Emcor's
business at this time. Representatives of the Reporting Persons have also
discussed this belief with other significant shareholders of Emcor.
On December 15, 1998, Teitelbaum, on behalf of the Reporting Persons,
sent a letter to Mr. MacInnis dated December 14, 1998 that references their
recent discussions and sets forth their view that it is time for Emcor to
actively seek out a strategic buyer for its business and that an investment
banking firm should be retained by Emcor for such purpose. The letter indicates
that, although the Reporting Persons believe that Emcor's management has done a
good job on a day-to-day operational basis, they do not see any steps that
management would take to substantially enhance shareholder value in the near to
intermediate future. The letter also indicates the Reporting Persons' belief
that the market is very favorable for a strategic sale at this time because (i)
potential strategic acquirors have the ability to use cash or stock to effect a
purchase and (ii) an acquisition of Emcor, even at a significant premium to the
current trading price, would still be accretive to the earnings of many
potential strategic acquirors. In addition, the letter set forth their further
belief that a number of potential strategic acquirors may not be willing to make
an unsolicited bid but would be interested in acquiring Emcor if properly
approached, and they recommended that a reputable investment banking firm be
retained to introduce the idea to an appropriate targeted group of potential
acquirors.
15
<PAGE>
The letter further indicates that the Reporting Persons disagree with
Mr. MacInnis' belief, as communicated to the Reporting Persons in prior
discussions, that it would be better to conduct such a sale process at a later
date because, in the Reporting Persons' view, it is not possible to predict
whether the markets and the position of today's potential strategic buyers will
be as favorable in the future.
The letter also states that, because of their shareholdings in Emcor
and experience in business and financial matters, Teitelbaum or another
representative of Bay Harbour would be able to make a valuable contribution to
Emcor's Board of Directors in helping to implement the strategic plan described
in the letter and formally requests that Emcor consider placing Teitelbaum or
another of their representatives on the slate for election as a director by
Emcor's shareholders. A copy of such letter is attached as Exhibit II hereto and
is incorporated herein by reference.
By letter, dated December 15, 1998, Mr. MacInnis informed Teitelbaum
that Teitelbaum's letter was briefly discussed at a meeting of Emcor's Board of
Directors held on that date and that the Board will meet again at the earliest
practicable date to evaluate the issues raised in such letter and will give
Teitelbaum a response following that meeting. A copy of such letter is attached
as Exhibit III hereto and is incorporated herein by reference. In a telephone
conversation with Teitelbaum on the same date, Mr. MacInnis reiterated that
Teitelbaum's letter was preliminarily discussed at the board meeting, and
indicated that the Board of Directors authorized management to take such actions
as may be relevant or appropriate to review issues raised by such letter. Mr.
MacInnis also indicated that he would arrange the opportunity for Teitelbaum to
explain the Reporting Persons' views to the Board.
The Reporting Persons intend to review their investment in Emcor on a
continuing basis. Depending on various factors, including Emcor's response to
matters raised in Teitelbaum's December 14, 1998 letter to Mr. MacInnis, Emcor's
business, affairs and financial position, other developments concerning Emcor,
the price level of Emcor Common Stock, conditions in the securities markets and
general economic and industry conditions, as well as other investment
opportunities available to them, the Reporting Persons may in the future take
such actions with respect to their investment in Emcor as they deem appropriate
in light of the circumstances existing from time to time. Such actions may
include, without limitation, the purchase of additional Securities in the open
market, in privately negotiated transactions or otherwise, or the sale at any
time of all or a portion of the Securities now owned or hereafter acquired by
them to one or more purchasers.
In the future, actions by the Reporting Persons with respect to their
investment in Emcor are expected to include continuing to explore with Emcor the
possibility of, or seeking to influence management of Emcor with respect to, the
possible sale of Emcor and obtaining board representation. In addition, the
Reporting Persons may explore with management of Emcor the possibility of, or
seeking to influence management of Emcor with respect to, other mergers,
business combinations, recapitalizations, sales of assets, negotiated or
open-market stock repurchases or other extraordinary corporate transactions. The
Reporting Persons may in the future consider a variety of different alternatives
to achieving such actions, including, without limitation, negotiated
transactions, shareholder initiatives, proxy contests or other actions. However,
it should not be assumed that the Reporting Persons will take any of the
foregoing actions. The Reporting Persons reserve the right to participate, alone
or with others, in plans, proposals or transactions of a similar or different
nature with respect to the Issuer or its securities.
16
<PAGE>
Except as set forth above, as of the date of this statement none of
the Reporting Persons has any plans or proposals, which relate to or would
result in any of the actions set forth in parts (a) through (j) of Item 4. Such
persons may at any time reconsider and change their plans or proposals relating
to the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended in its entirety to read as follows:
(a) As of the date of this Statement, the Reporting Persons
beneficially owned in the aggregate 1,363,967 Shares (including 36,576 Shares
issuable upon conversion of the Debentures), constituting 13.7% of the
outstanding shares of Emcor Common Stock (the percentage of shares of Emcor
Common Stock beneficially owned being based upon 9,952,803 shares of Emcor
Common Stock outstanding on October 28, 1998, as set forth in the Emcor's
quarterly report on Form 10-Q for the fiscal quarter ended September 30, 1998).
The Reporting Persons may be deemed to have direct beneficial ownership of
shares of Emcor Common Stock as follows:
<TABLE>
<CAPTION>
Approximate
Aggregate Percentage of
Number of Shares Principal Outstanding Shares of
of Emcor Amount of Emcor Common Stock
Name Common Stock Debentures Beneficially Owned
- ---- ------------ ---------- ------------------
<S> <C> <C> <C>
Bay Harbour 90-1, Ltd. 324,191 450,00 (1) 3.4%
Trophy Hunter Investments, Ltd. 380,000 3.8%
Bay Harbour Partners, Ltd. 346,600 500,000 (2) 3.7%
Bay Harbour 98-1, Ltd. 18,000 50,000 (3) .2%
Trophy Hunter Partners, Ltd. 6,000 .06%
Bay Harbour 222,000 2.2%
Steve Van Dyke 30,600 (4) 3.1%
</TABLE>
- --------------------
(1) Convertible into 16,459 Shares based upon a conversion price of $27.34 per
Share.
(2) Convertible into 18,288 Shares based upon a conversion price of $27.34 per
Share.
(3) Convertible into 1,829 Shares based upon a conversion price of $27.34 per
Share.
(4) Includes 26,900 Shares held in a joint account with Ann Van Dyke, not a
Reporting Person.
Tower, as the majority shareholder of Bay Harbour, may be deemed to own
beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) the Securities as to which Bay Harbour possesses direct
beneficial ownership. Each of Messrs. Van Dyke and Teitelbaum, as directors,
executive officers and shareholders of Tower, may be deemed to beneficially own
the Securities which Tower may be deemed to beneficially own. Each of Messrs.
Van Dyke and Teitelbaum disclaims beneficial ownership of such Securities for
all other purposes.
17
<PAGE>
Bay Harbour has direct beneficial ownership of the Securities held in
certain accounts that it manages. Each of Messrs. Teitelbaum and Van Dyke, as
executive officers and directors of Bay Harbour, may be deemed to own
beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) the Securities which Bay Harbour beneficially owns. Each
of Messrs. Teitelbaum and Van Dyke hereby disclaims beneficial ownership of such
Securities for all other purposes.
Bay Harbour Investments, Inc., as the general partner of Bay
Harbour 90-1, may be deemed to own beneficially (as that term is defined in Rule
13d-3 under the Securities Exchange Act of 1934) Securities which Bay Harbour
90-1 may be deemed to possess direct beneficial ownership. Each of Messrs. Van
Dyke and Teitelbaum, as shareholders, officers and directors of Bay Harbour
Investments, Inc., Bay Harbour and Tower may be deemed to beneficially own
Securities which Bay Harbour 90-1 may be deemed to beneficially own. Each of
Messrs. Van Dyke and Teitelbaum disclaims beneficial ownership of such Shares
for all other purposes.
Trophy Hunters, Inc., as the general partner of Trophy Hunter
Investments, Ltd., may be deemed to own beneficially (as that term is defined in
Rule 13d-3 under the Securities Exchange Act of 1934) Securities which Trophy
Hunters Investments, Ltd. may be deemed to possess direct beneficial ownership.
Each of Messrs. Van Dyke and Teitelbaum, as shareholders, officers and directors
of Trophy Hunters, Inc., Bay Harbour and Tower may be deemed to beneficially own
Securities which Trophy Hunter Investments, Ltd. may be deemed to beneficially
own. Each of Messrs. Van Dyke and Teitelbaum disclaims beneficial ownership of
such Shares for all other purposes.
Bay Harbour, as the investment advisor of Trophy Hunter
Partners, Ltd., may be deemed to own beneficially (as that term is defined in
Rule 13d-3 under the Securities Exchange Act of 1934) Securities which Trophy
Hunters Partners, Ltd. may be deemed to possess direct beneficial ownership.
Each of Messrs. Van Dyke and Teitelbaum, as shareholders, officers and directors
of Bay Harbour and Tower may be deemed to beneficially own Securities which
Trophy Hunter Partners, Ltd. may be deemed to beneficially own. Each of Messrs.
Van Dyke and Teitelbaum disclaims beneficial ownership of such Shares for all
other purposes.
Bay Harbour, as the investment advisor of Bay Harbour
Partners, Ltd., may be deemed to own beneficially (as that term is defined in
Rule 13d-3 under the Securities Exchange Act of 1934) Securities which Bay
Harbour Partners, Ltd. may be deemed to possess direct beneficial ownership.
Each of Messrs. Van Dyke and Teitelbaum, as shareholders, officers and directors
of Bay Harbour and Tower may be deemed to beneficially own Securities which Bay
Harbour Partners, Ltd. may be deemed to beneficially own. Each of Messrs. Van
Dyke and Teitelbaum disclaims beneficial ownership of such Shares for all other
purposes.
Bay Harbour Investments, Inc., as the general partner of Bay
Harbour 98-1, Ltd. may be deemed to own beneficially (as that term is defined in
Rule 13d-3 under the Securities Exchange Act of 1934) Securities which Bay
Harbour 98-1, Ltd. may be deemed to possess direct beneficial ownership. Each of
Messrs. Van Dyke and Teitelbaum, as shareholders, officers and directors of Bay
Harbour Investments, Inc., may be deemed to beneficially own Securities which
Bay Harbour 98-1, Ltd. may be deemed to beneficially own. Each of Messrs. Van
Dyke and Teitelbaum disclaims beneficial ownership of such Shares for all other
purposes.
(b) Bay Harbour has the sole power to vote or direct the vote of 222,000
shares of Emcor Common Stock held in accounts and that it manages, and the sole
power to dispose or direct the disposition of all such shares of Emcor Common
Stock. Tower and Messrs. Van Dyke and Teitelbaum may be deemed to share with Bay
Harbour the power to vote or to direct the vote and to dispose of or to direct
the disposition of such shares of Emcor Common Stock.
18
<PAGE>
Van Dyke has the sole power to vote or direct the vote of 30,600 shares of
Emcor Common Stock and the sole power to dispose or direct the disposition of
such shares of Emcor Common Stock. Van Dyke's wife, Ann Van Dyke (not a
Reporting Person) may be deemed to share with Van Dyke the power to vote or
direct the vote and to dispose of or direct the disposition of 26,900 of such
shares of Emcor Common Stock.
Bay Harbor 90-1, Ltd. has the sole power to vote or direct the vote of 324,191
Shares and, after conversion of the Debentures, an additional 16,459 shares of
Emcor Common Stock and the sole power to dispose or direct the disposition of
such Securities. Tower, Bay Harbour, Bay Harbour Investments, Inc. and Messrs.
Van Dyke and Teitelbaum may be deemed to share with Bay Harbor 90-1, Ltd. the
power to vote or to direct the vote and to dispose or to direct the disposition
of such Securities.
Bay Harbour 98-1, Ltd. has the sole power to vote or direct the vote of 18,000
Shares and, after conversion of the Debentures, an additional 1,829 shares of
Emcor Common Stock and the sole power to dispose or direct the disposition of
such Securities. Tower, Bay Harbour, Bay Harbour Investments, Inc. and Messrs.
Van Dyke and Teitelbaum may be deemed to share with Bay Harbour 98-1, Ltd. the
power to vote or to direct the vote and to dispose or to direct the disposition
of such Securities.
Bay Harbour Partners, Ltd. has the sole power to vote or direct the vote of
346,600 Shares and, after conversion of the Debentures, an additional 18,288
shares of Emcor Common Stock and the sole power to dispose or direct the
disposition of such Securities. Tower, Bay Harbour and Messrs. Van Dyke and
Teitelbaum may be deemed to share with Bay Harbour Partners, Ltd. the power to
vote or to direct the vote and to dispose or to direct the disposition of such
Securities.
Trophy Hunter Investments, Ltd. has the sole power to vote or direct the vote of
380,000 Shares and the sole power to dispose or direct the disposition of such
Securities. Tower, Bay Harbour, Trophy Hunters, Inc. and Messrs. Van Dyke and
Teitelbaum may be deemed to share with Trophy Hunter Investments, Ltd. the power
to vote or to direct the vote and to dispose or to direct the disposition of
such Securities.
Trophy Hunter Partners, Ltd. has the sole power to vote or direct the vote of
6,000 Shares and the sole power to dispose or direct the disposition of such
Securities. Tower and Messrs. Van Dyke and Teitelbaum may be deemed to share
with Trophy Hunter Partners, Ltd. the power to vote or to direct the vote and to
dispose or to direct the disposition of such Securities.
(c) Information concerning transactions in the shares of Emcor Common Stock
by the Reporting Persons is set forth in Exhibit IV attached hereto, which is
incorporated herein by reference.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Securities, except the dividends from, or proceeds from the sale of shares of
Emcor Common Stock, and interest on or proceeds from the sale of Debentures in
each respective account managed by Bay Harbour and the investment partnerships
for which Bay Harbour acts as an investment advisor will be delivered into each
such respective account or to such investment partnership, as the case may be.
No such individual account, investment partnership or limited partner thereof
has an interest in shares of Emcor Common Stock reported in this Schedule 13D
representing more than five percent of the class of outstanding shares of Emcor
Common Stock.
(e) Not applicable.
19
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
To the best of the knowledge of the Reporting Persons, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons or between the Reporting Persons and any other
person with respect to any securities of the Company, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, except as follows: the
respective partnership agreements of Bay Harbour 90-1, Ltd. Bay Harbour 98-1,
Ltd., Trophy Hunter Investments, Ltd. each contains provisions whereby its
general partner (i.e., Bay Harbour Investments, Inc. in the case of Bay Harbour
90-1, Ltd. and Bay Harbour 98-1, Ltd., and Trophy Hunters, Inc. in the case of
Trophy Hunter Investments, Ltd.) will receive annually a certain percentage of
realized and unrealized profits, if any, derived from the partnership's
investments. The agreements governing Bay Harbour Partners, Ltd. and Trophy
Hunter Partners, Ltd. provide that Bay Harbour, as investment advisor, will
receive annually a certain percentage of realized and unrealized profits, if
any, derived from Bay Harbour Partners, Ltd. or Trophy Hunter Partners, Ltd.
investments, respectively. Bay Harbour also receives annually a certain
percentage of realized and unrealized profits, if any, resulting from the
investments in each of its managed accounts.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended in its entirety to read as follows:
EXHIBIT II Letter, dated December 14, 1998, from Teitelbaum to Frank
T. MacInnis.
EXHIBIT III Letter, dated December 15, 1998, from Frank T. MacInnis to
Teitelbaum.
EXHIBIT IV Information concerning transactions in shares of Emcor
Common Stock effected by the Reporting Persons.
EXHIBIT V Joint Filing Agreement, dated December 17, 1998, by and
among the Reporting Persons.
20
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 17, 1998
BAY HARBOUR MANAGEMENT, L.C.
By: /s/ Steven A. Van Dyke
------------------------------
Name: Steven A. Van Dyke
Title: President
TOWER INVESTMENT GROUP, INC.
By: /s/ Steven A. Van Dyke
-----------------------------
Name: Steven A. Van Dyke
Title: President
/s/ Steven A.Van Dyke
--------------------------------
STEVEN A. VAN DYKE
/s/ Douglas P. Teitelbaum
--------------------------------
DOUGLAS P. TEITELBAUM
BAY HARBOUR 90-1, LTD.
By: /s/ Steven A.Van Dyke
--------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
BAY HARBOUR 98-1, LTD.
By: /s/ Steven A.Van Dyke
--------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
21
<PAGE>
TROPHY HUNTER INVESTMENTS, LTD.
By: /s/ Steven A.Van Dyke
--------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
BAY HARBOUR INVESTMENTS, INC.
By: /s/ Steven A.Van Dyke
--------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
TROPHY HUNTERS, INC.
By: /s/ Steven A.Van Dyke
--------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
BAY HARBOR PARTNERS, LTD.
By: /s/ Steven A.Van Dyke
--------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
TROPHY HUNTER PARTNERS, LTD.
By: /s/ Steven A.Van Dyke
--------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
22
<PAGE>
Exhibit Index
-------------
EXHIBIT II Letter, dated December 14, 1998, from Teitelbaum to Frank T.
MacInnis.
EXHIBIT III Letter, dated December 15, 1998, from Frank T. MacInnis to
Teitelbaum.
EXHIBIT IV Information concerning transactions in shares of Emcor Common
Stock.
EXHIBIT V Joint Filing Agreement, dated December 17, 1998, by and among the
Reporting Persons.
Exhibit II
[Bay Harbour Management, L.C. letterhead]
December 14, 1998
Mr. Frank T. MacInnis
EMCOR Group, Inc.
101 Merritt Seven Corporate Park
Norwalk, CT 06851
Dear Frank:
As you know, we are the largest shareholder of EMCOR Group, Inc. (the
"Company"), holding approximately 13.7% of the common stock. Over the past
month, I and other representatives of Bay Harbour have spoken with you
concerning the business of the Company and its prospects. As we have already
discussed, we think it is time for the Company to actively seek out a strategic
buyer for its business. In our view, an investment banking firm should be
retained by the Company to pursue a sale at appropriate prices. We believe:
. The stock has not performed and although we believe management has done a
good job on a day-to-day operational basis, we do not see any steps that
management would take to substantially enhance shareholder value in the near
to intermediate future.
. The market is very favorable for a strategic sale. We are at a time when: (i)
potential strategic acquirers have the ability to use either cash or stock as
currency, and (ii) an acquisition of the Company, even at a significant
premium to the current trading price, would still be accretive to earnings
for many acquirers. In addition, we believe a number of potential strategic
acquirers will be interested in the Company if approached, but would not be
willing to make an unsolicited bid.
You shared with us your opinion that it would be better to conduct such a sale
process at a somewhat later date. Our only difference seems to be Bay Harbour's
belief that the time is now, as it is impossible to predict where the markets
will be in one or two years, nor to predict the future mindsets, finances or
operational structures of today's potential strategic acquirers. We also believe
that the best strategic transaction would be achieved by having reputable
investment bankers introduce the idea to an appropriate targeted group of
potential acquirers. Preliminary conversations with certain investment banking
firms support our view.
To better understand the current environment, we also discussed our thoughts
with some other major shareholders and, in general, their feelings regarding a
sale appear to be similar to ours.
Bay Harbour wishes to make it clear that it feels strongly about the timeliness
of implementing the strategy described above. We are strong supporters of the
Company and are not short-term profiteers -- we have held the stock for years.
However, we believe that the time to act to enhance shareholder value is now.
<PAGE>
In addition, in view of our shareholdings and our experience in business and
financial matters, I believe that I or another Bay Harbour representative would
make a valuable contribution to your Board of directors in helping to implement
the strategic plan described above. We formally request that you consider
placing one of us on the slate for election by shareholders.
We hope you will share our views and this letter with your fellow Directors. We
would be happy to meet with the Directors in person to further explain our views
and to answer any questions.
Sincerely yours,
/s/ Douglas Teitelbaum
Douglas Teitelbaum
Principal and Portfolio Manager
Exhibit III
[EMCOR Group, Inc. letterhead]
December 15, 1998
Mr. Douglas P. Teitelbaum
Bay Harbour Management L.C.
885 Third Avenue, 34th Floor
New York, NY 10022
Dear Doug:
I gave your December 14 letter to our Board, which discussed it briefly at its
meeting today. The Board will meet again at the earliest practicable date to
evaluate the issues raised in your letter and will give you its response
following that meeting.
Very truly yours,
/s/ Frank T. MacInnis
Frank T. MacInnis
Exhibit IV
The Reporting Persons engaged in the following transactions in shares
of Emcor Common Stock since September 4, 1998, a date more than 60 days prior to
its initial filing of the Schedule 13D. All transactions involved purchases of
shares of Emcor Common Stock on NASDAQ.
<TABLE>
<CAPTION>
Name of Date of
Purchasing Entity Transaction No. of Shares Price per Share
- ---------------------------------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C>
Bay Harbour 90-1, Ltd. 9/11/98 10,000 $14.04
Steven A. Van Dyke 9/14/98 900 $14.12
Steven A. Van Dyke 9/16/98 2,000 $14.50
Trophy Hunter Investments, Ltd. 9/18/98 43,000 $14.44
Bay Harbour 98-1, Ltd. 9/18/98 1,000 $14.56
Bay Harbour Managed Accounts 9/18/98 2,000 $14.68
Trophy Hunter Investments, Ltd. 9/21/98 5,000 $15.00
Bay Harbour Managed Accounts 9/21/98 4,000 $15.00
Trophy Hunter Investments, Ltd. 9/22/98 3,000 $15.25
Bay Harbour 90-1, Ltd. 10/6/98 100 $14.63
Bay Harbour 90-1, Ltd. 10/14/98 5,000 $13.44
Bay Harbour 90-1, Ltd. 10/15/98 1,000 $13.75
Bay Harbour 98-1, Ltd. 10/16/98 1,000 $14.19
Steven A. Van Dyke 10/19/98 1,000 $13.94
Trophy Hunter Investments, Ltd. 10/29/98 3,000 $15.01
Bay Harbour 90-1, Ltd. 10/29/98 5,000 $15.00
Bay Harbour Managed Accounts 10/29/98 2,000 $15.02
Trophy Hunter Investments, Ltd. 11/2/98 10,000 $15.50
Bay Harbour 90-1, Ltd. 11/2/98 15,191 $15.50
Bay Harbour Partners, Ltd. 11/2/98 7,000 $15.51
Bay Harbour 98-1, Ltd. 11/2/98 3,000 $15.51
Trophy Hunter Investments, Ltd. 11/3/98 5,000 $15.56
Bay Harbour 90-1, Ltd. 11/3/98 15,000 $15.56
Bay Harbour Partners, Ltd. 11/3/98 5,000 $15.56
Bay Harbour 90-1, Ltd. 11/4/98 2,500 $15.56
Bay Harbour Managed Accounts 11/4/98 2,500 $15.56
Bay Harbour 90-1, Ltd. 11/6/98 4,000 $16.61
Bay Harbour Partners, Ltd. 11/11/98 2,000 $15.82
Bay Harbour Managed Accounts 11/11/98 3,000 $15.82
Steven A. Van Dyke 11/16/98 5,000 $16.25
Trophy Hunter Investments, Ltd. 11/19/98 3,400 $16.62
Bay Harbour 90-1, Ltd. 11/19/98 5,000 $16.62
Bay Harbour Partners, Ltd. 11/19/98 1,600 $16.62
Bay Harbour Managed Accounts 11/20/98 3,500 $16.56
Bay Harbour Managed Accounts 11/25/98 37,600 $16.60
Bay Harbour Managed Accounts 11/30/98 10,000 $16.63
Trophy Harbour Investments, Ltd. 12/3/98 5,000 $16.57
Bay Harbour 90-1, Ltd. 12/3/98 6,500 $16.57
Bay Harbour Partners, Ltd. 12/3/98 10,000 $16.57
Bay Harbour 98-1, Ltd. 12/3/98 3,000 $16.57
Bay Harbour Managed Accounts 12/3/98 10,000 $16.57
Steven A. Van Dyke 12/4/98 500 $16.57
</TABLE>
Exhibit V
Joint Filing Agreement
The undersigned acknowledge and agree that the amended statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint filing agreements.
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 it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others, except to
the extent that it knows or has reason to believe that such information is
inaccurate.
This Agreement may be executed in counterparts and each of such
counterparts taken together shall constitute one and the same instrument.
BAY HARBOR MANAGEMENT, L.C.
By: /s/ Steven A. Van Dyke
-------------------------------------
Date: December 17, 1998 Name: Steven A. Van Dyke
Title: President
TOWER INVESTMENT GROUP, INC.
Date: December 17, 1998 By: /s/ Steven A. Van Dyke
-------------------------------------
Name: Steven A. Van Dyke
Title: President
Date: December 17, 1998 /s/ Steven A. Van Dyke
---------------------------------
Steven A. Van Dyke
Date: December 17, 1998 /s/ Douglas P. Teitelbaum
----------------------------------
Douglas P. Teitelbaum
BAY HARBOUR 90-1, LTD.
Date: December 17, 1998 By: /s/ Steven A. Van Dyke
-------------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
<PAGE>
BAY HARBOUR 98-1, LTD.
Date: December 17, 1998 By: /s/ Steven A. Van Dyke
-------------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
TROPHY HUNTER INVESTMENTS, LTD.
Date: December 17, 1998 By: /s/ Steven A. Van Dyke
-------------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
BAY HARBOUR INVESTMENTS, INC.
Date: December 17, 1998 By: /s/ Steven A. Van Dyke
-------------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
TROPHY HUNTERS, INC.
Date: December 17, 1998 By: /s/ Steven A. Van Dyke
-------------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
BAY HARBOR PARTNERS, LTD.
Date: December 17, 1998 By: /s/ Steven A. Van Dyke
-------------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
TROPHY HUNTER PARTNERS, LTD.
Date: December 17, 1998 By: /s/ Steven A. Van Dyke
-------------------------------------
Name: Steven A. Van Dyke
Title: Authorized Signatory
