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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. 4)*
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)
February 26, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Section 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 10 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).
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SCHEDULE 13D
CUSIP NO. 29084Q 10 0 PAGE 2 OF 10 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
7 SOLE VOTING POWER
1,268,645
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,268,645
PERSON WITH
10 SHARED DISPOSITIVE POWER
-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
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.07%
14 TYPE OF REPORTING PERSON*
IA, OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 29084Q 10 0 PAGE 3 OF 10 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*
OO, 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
7 SOLE VOTING POWER
978,645
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
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)
10.08%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 29084Q 10 0 PAGE 4 OF 10 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
7 SOLE VOTING POWER
284,200
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
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)
2.92%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 5 OF 10 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 (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").
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.
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PAGE 6 OF 10 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 capital 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.
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PAGE 7 OF 10 PAGES
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 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.
Representatives of Oaktree and the Principal Fund have spoken with Mr.
Frank T. MacInnis, Chairman of the Board and President and Chief Executive
Officer of the Issuer concerning the business of the Issuer and its
prospects. Such representatives communicated the Reporting Persons' belief
that the Issuer's Shareholder Rights Agreement or "poison pill" unduly
restricts the liquidity of the Issuer's Common Stock, resulting in an
artificially low price for such Common Stock, and that the interests of the
Issuer's stockholders would be served if the Shareholder Rights Plan were
rescinded.
On February 26, 1999, the Principal Fund sent a letter to Mr. MacInnis dated
February 26, 1999 reiterating this belief. The letter also included a
proposal by the Principal Fund that a resolution be submitted to the Issuer's
stockholders for their approval at the next annual meeting of the Issuer's
stockholders (the "Resolution") requesting that the Issuer's board of
directors (a) refrain from adopting any sort of shareholder rights plan,
rights agreement or classification of such board of directors without the
prior approval of the Issuer's stockholders and (b) redeem or terminate the
Issuer's current Shareholder Rights Agreement. If the Issuer's board of
directors fails to announce in advance of the next annual meeting of
stockholders that the board will comply with such Resolution if it is adopted
by the Issuer's stockholders, the Funds and the Oaktree Account may either
(i) vote against the slate of candidates proposed by the Issuer's board of
directors for election as directors at such annual meeting or (ii) withhold
their shares from participating in the meeting and encourage a limited number
of other stockholders to similarly withhold their shares so as to prevent the
Company from obtaining a quorum. A copy of such letter is annexed hereto as
Exhibit 2.
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PAGE 8 OF 10 PAGES
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 2.92% 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 10.08% 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 beneficially own 1,268,645 shares of Common Stock of the Issuer
(approximately 13.07% 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) 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. 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.
(d) None
(e) Not applicable
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PAGE 9 OF 10 PAGES
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.
Exhibit 2- A letter addressed to Frank MacInnis, President and Chief
Executive Officer of the Issuer.
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PAGE 10 OF 10 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 26th day of February, 1999.
OAKTREE CAPITAL MANAGEMENT, LLC
By: KENNETH LIANG
-------------------------------------
Kenneth Liang
Managing Director and General Counsel
OCM OPPORTUNITIES FUND II, L.P.
By: 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: KENNETH LIANG
-------------------------------------
Kenneth Liang
Managing Director and General Counsel
of Oaktree Capital Management, LLC,
general partner of OCM Principal
Opportunities Fund, L.P.
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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 26th day of February, 1999.
OAKTREE CAPITAL MANAGEMENT, LLC
By: KENNETH LIANG
-------------------------------------
Kenneth Liang
Managing Director and General Counsel
OCM OPPORTUNITIES FUND II, L.P.
By: 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: 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 2
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071
February 26, 1999
EMCOR Group, Inc.
101 Merritt Seven Corporate Park
Norwalk, CT 06851-01060
Attn: Frank MacInnis
President and Chief Executive Officer
Dear Frank:
The OCM Principal Opportunities Fund, L.P. ("OCM") believes that it is
important for the stockholders of EMCOR Group, Inc. (the "Company") to have
the opportunity to vote upon a proxy statement proposal that directs the
Company's Board of Directors (the "Board") to redeem or cancel the existing
Rights Plan or "poison pill" which has been in place since March 1997. The
Rights Plan in our opinion is not in the best interests of stockholders. We
do not believe it insulates the Company from a restriction in the use of tax
loss carryforwards. In addition, to the extent that the poison pill's
purpose was to ensure the continued services of current management, we
believe that the "continuity agreements" granted to you and other executives
in June 1998 and the lavish change-in-control protections in each of the 1997
option plans for directors provide a reasonable incentive for key employees
and directors to continue with the Company, irrespective of movements in
share ownership. The enhanced change-of-control restrictions in the
Company's Amended and Restated Credit Agreement provide similar, if indirect,
protection for the Board.
We believe that the poison pill unfairly and unnecessarily restricts
large institutional investors like OCM from acquiring additional shares of
EMCOR common stock on the open market or through privately-negotiated
purchases and conveys an image of management entrenchment. Without the
ability for OCM and others to make such investments, we believe that the
stockholders of EMCOR are being deprived of adequate investor interest for
their shares and hence suffer the pain of a diminished share price. Moreover,
the poison pill's 15% beneficial ownership limitation is disproportionate in
light of the low 25% beneficial ownership triggers in each of the continuity
agreements, the 1997 option plans for directors and the Company's Amended and
Restated Credit Agreement. In any event, we believe that it is the
prerogative of the Company's stockholders to decide on any matter which
restricts or otherwise adversely affects their ability to either (1) buy
shares of the Company's common stock from other stockholders willing to sell
such shares or (2) vote those shares on matters of corporate governance.
As you know, we have delayed submitting a written proposal past January
1, 1999 as an accommodation to your requests for discussion time and in
reliance on your repeated assurances our proposal would nonetheless be
included in the Company's 1999 proxy materials. So that the
<PAGE>
Company includes our proposal for allowing stockholders the opportunity to
direct the Board of Directors to remove the poison pill, we have attached the
text of such proposal, together with its supporting statement, for inclusion
in EMCOR's 1999 proxy materials. We hope that the EMCOR Board of Directors
will take steps to eliminate the poison pill long in advance of being
requested to do so by the Company's stockholders at the next regularly
scheduled Annual Meeting.
We are expecting the Board of Directors promptly to announce its
intention to withdraw the poison pill in the event our proposal is approved
by EMCOR's stockholders and hereby request the Board to make such
announcement. In the event the Board has not made such an announcement by
March 31, 1999, OCM and its affiliates may either (i) vote against the slate
of director candidates proposed by the Board at the Company's next annual
stockholders meeting or (ii) withhold our shares from participating in the
meeting and encourage a limited number of other stockholders to similarly
withhold their shares so as to prevent the Company from obtaining a quorum at
such meeting.
In accordance with Rule 14a-8 under the Securities Exchange Act of 1934,
as amended, we are including copies of the Schedule 13D filed by OCM and its
affiliates, together with all amendments thereto, including Amendment No. 4
which we are filing today, evidencing OCM's ownership of EMCOR stock since
February 1997. OCM has held such stock continuously since such date and
intends to hold at least $2,000 worth of EMCOR stock through the date of the
next meeting of stockholders. A separate request to have this item added to
the agenda for the next annual meeting of the Company's stockholders will be
forwarded to the Company's Secretary in accordance with Section 6(k) of the
Company's By-Laws.
If you or the Board of Directors would like to discuss the merits of the
attached proposal further, we are of course available to do so at your
earliest convenience.
Respectfully yours,
OCM Principal Opportunities Fund, L.P.
By: Oaktree Capital Management, LLC
Its General Partner
By: __________________________________
Vincent J. Cebula
Managing Director
Attachment
2
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THE STOCKHOLDER PROPOSAL
Resolved, that the stockholders of EMCOR Group, Inc. request the Board of
Directors to refrain from adopting any future stockholder rights plan, rights
agreement, staggered board or other device commonly known as a "poison pill",
without the prior approval of stockholders at an Annual or Special Meeting,
and to redeem or terminate any such plan, agreement or device which may be in
effect at the adoption of this resolution.
THE STOCKHOLDER'S STATEMENT OF SUPPORT
On February 14, 1997, the OCM Principal Opportunities Fund, L.P. ("OCM")
disclosed its ownership of a 7.8% stake in EMCOR Group common stock, making
OCM one of the Company's largest stockholders. On March 3, 1997, the Company
adopted a "poison pill" whereby the board of directors may designate a
stockholder owning 15% or more of the Company's stock a hostile bidder and
trigger the poison pill. On June 19, 1998, the Company adjourned its annual
stockholders meeting because of the imminent rejection by stockholders
representing 58% of EMCOR common stock of a management proposal to nearly
double the pool of options available to Company executives. On June 22,
1998, the Company granted lucrative change in control agreements with
beneficial ownership thresholds at a low 25% (rather than 50%) to seven
executives even though the poison pill imposed severe practical limitations
on a Change in Control.
The effect of such poison pill is to restrict institutional stockholders from
materially increasing their commitment of capital to EMCOR by limiting their
ability to purchase shares in the open market from investors who may have no
other means of achieving liquidity for their EMCOR shares. The poison pill
also serves to insulate the EMCOR Board of Directors from following the
corporate governance directives of its stockholders. In any case, the poison
pill needlessly conveys the image of a management more interested in
entrenchment than in benefiting stockholders and the poison pill's 15%
beneficial ownership limitation seems quite unnecessary since the Board of
Directors has chosen to approve stock option plans, change-in-control
agreements and a bank credit facility with low beneficial ownership
thresholds of 25%. We do not believe the poison pill offers any significant
economic protection in light of the fact that even with the pill the
availability of the Company's tax loss carryforwards could become limited by
purchases under the 15% pill limitation. We can only conclude that the
primary rationale for maintaining the poison pill has little to do with the
Company's tax loss carryforwards.
We believe that it is the stockholders (who are the owners of the Company),
not the directors and managers (who merely act as agents for the owners), who
should have the right to decide what is or is not appropriate when it comes
to the matter of restricting share ownership. While management may offer up
empirical studies of other companies with poison pills, the fact that EMCOR
common stock has failed to perform during the existence of the poison pill
argues strongly for its immediate removal. We urge all stockholders to VOTE
FOR this proposal.
3
