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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. 5)*
EMCOR GROUP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
29084Q 10 0
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(CUSIP Number)
Kenneth Liang
Managing Director and General Counsel
Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
FEBRUARY 23, 2000
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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 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).
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SCHEDULE 13D
CUSIP NO. 29084Q 10 0 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 978,645
OWNED BY ------ -----------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
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9 SOLE DISPOSITIVE POWER
978,645
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,645
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.39%
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14 TYPE OF REPORTING PERSON*
IA, OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 29084Q 10 0 PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Principal Opportunities Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 978,645
OWNED BY ------ -----------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
------ -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
978,645
------ -----------------------------------------------------
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)
9.39%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 053323 10 1 PAGE 4 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Opportunities Fund II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
- -------------- -----------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ------ -----------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
------ -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------ -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- -------------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 5 OF 9 PAGES
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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.
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PAGE 6 OF 9 PAGES
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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 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
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PAGE 7 OF 9 PAGES
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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 of "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 as Exhibit
2 to Amendment No. 4 of Oaktree's Schedule 13D dated February 26, 1999.
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 0 shares of Common Stock of the Issuer. 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
9.39% 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, may be deemed to be beneficially own 978,645 shares of
Common Stock of the Issuer (approximately 9.39% of the outstanding shares of the
Issuer's Common Stock) held by the Funds.
(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 978,645 shares of the Issuer's Common Stock.
(c) On February 15, 2000, the Opportunities Fund sold 2,450 shares of Common
Stock and the Oaktree Account sold 50 shares of Common Stock, each at $23.50 per
share. On February 16, 2000, the Opportunities Fund sold 2,450 shares of Common
Stock and the Oaktree Account sold 50 shares of Common Stock, each at $23.00 per
share. On February 17, 2000, the Opportunities Fund sold 49,000 shares of Common
Stock and the Oaktree Account sold 1,000 shares of Common Stock, each at $22.875
per share. On February 18, 2000, the Opportunities Fund sold 7,450 shares of
Common Stock and the Oaktree Account sold 150 shares of Common Stock, each at
$23.00 per share. On February 22, 2000, the Opportunities Fund sold 1,960 shares
of Common Stock and the Oaktree Account sold 40 shares of Common Stock, each at
$23.00 per share. Finally, on February 23, 2000, the Opportunities Fund sold
220,890 shares of Common Stock and the Oaktree Account sold 4,510 shares of
Common Stock, each at $23.00 per share.
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PAGE 8 OF 9 PAGES
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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.
(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.
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PAGE 9 OF 9 PAGES
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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 March 1, 2000.
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Kenneth Liang
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Kenneth Liang
Managing Director and General Counsel
OCM OPPORTUNITIES FUND II, L.P.
By: Oaktree Capital Management, LLC,
its general partner
By: /s/ Kenneth Liang
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Kenneth Liang
Managing Director and General Counsel
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: Oaktree Capital Management, LLC,
its general partner
By: /s/ Kenneth Liang
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Kenneth Liang
Managing Director and General Counsel
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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 March 1, 2000.
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Kenneth Liang
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Kenneth Liang
Managing Director and General Counsel
OCM OPPORTUNITIES FUND II, L.P.
By: Oaktree Capital Management, LLC,
its general partner
By: /s/ Kenneth Liang
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Kenneth Liang
Managing Director and General Counsel of
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: Oaktree Capital Management, LLC,
its general partner
By: /s/ Kenneth Liang
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Kenneth Liang
Managing Director and General Counsel of
