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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. 6)*
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)
DECEMBER 12, 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 8 Pages)
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*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
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CUSIP NO. 29084Q 10 0 PAGE 2 OF 8 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 507,145
BENEFICIALLY -------- ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------- ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
507,145
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
507,145
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.85%
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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
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CUSIP NO. 29084Q 10 0 PAGE 3 OF 8 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 507,145
BENEFICIALLY -------- ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------- ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
507,145
-------- ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
507,145
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.85
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 4 OF 8 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 (as defined below); and
(2) 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 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. Based on Oaktree's relationship with the Principal Fund, Oaktree may
be deemed to beneficially own the shares of Common Stock held by the Principal
Fund.
(a)-(c) & (f)
Oaktree is the general partner of the Principal Fund. The address of the
principal business and principal office for Oaktree, the Principal Fund and the
portfolio manager is 333 South Grand Avenue, 28th Floor, Los Angeles, California
90071. The members and executive officers of Oaktree and the Principal Fund are
listed below. The principal address for each member and executive officer of
Oaktree and the Principal Fund is 333 South Grand Avenue, 28th Floor, Los
Angeles, California 90071. Each individual listed below is a citizen of the
United States of America.
EXECUTIVE OFFICERS & MEMBERS
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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
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PAGE 5 OF 8 PAGES
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PORTFOLIO MANAGER
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Stephen A. Kaplan Principal
(d)-(e)
During the last five years, neither Oaktree, the Principal Fund, nor, to the
best of their knowledge, any of their respective executive officers, directors
and general partners (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceedings was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Principal Fund currently holds 507,145 shares of the Issuer's Common
Stock as of the date hereof. The Principal Fund has used its working capital
in all its previous purchases of the Issuer's Common Stock. The amount of
such purchases has been reported in previous amendments to this Schedule 13D.
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 Principal Fund, 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 Principal Fund or by other
accounts and funds of which Oaktree is the general partner and/or investment
manager. The investment strategy of the Principal Fund 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 Principal Fund
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 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
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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 Principal Fund 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 Principal Fund owns and has sole
power to vote and dispose of 507,145 shares of the Issuer's Common Stock
(approximately 4.85% 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 Principal Fund, may be deemed to beneficially own 507,145 shares
of Common Stock of the Issuer (approximately 4.85% of the outstanding shares of
the Issuer's Common Stock) held by the Principal Fund.
(b) Oaktree has discretionary authority and control over all of the assets of
the Principal Fund pursuant to its status as general partner of the Principal
Fund, including the power to vote and dispose of the Issuer's Common Stock.
Therefore, Oaktree has the power to vote and dispose of 507,145 shares of the
Issuer's Common Stock.
(c) On December 5, 2000, the Principal Fund sold 500 shares of Common Stock at
$26.00 per share in the open market. On December 7, 2000, the Principal Fund
sold 4,900 shares of Common Stock at $25.50 per share in the open market. On
December 8, 2000, the Principal Fund sold 11,200 shares of Common Stock at
$25.50 per share in the open market. On December 12, 2000 the Principal Fund
sold 37,400 shares of Common Stock at $25.00 per share in the open market. On
December 14, 2000, the Principal Fund sold 31,500 shares of Common Stock at
$24.75 per share in the open market. On December 15, 2000, the Principal Fund
sold 325,000 shares of Common Stock at $24.00 per share in the open market.
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 Principal Fund nor Oaktree
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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 from the date hereof.
(d) None
(e) The Principal Fund ceased to be the beneficial owner of more than 5%
of the shares of Common Stock of the Issuer as of the end of
business day on December 15, 2000. As a result, the Reporting
Persons herein will discontinue any further filings under Section
13(d) of the Securities Exchange Act of 1934, as amended, with
respect to the shares of Common Stock of Issuer unless future
circumstances warrant compliance with such Section 13(d).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Oaktree, as general partner of the Principal Fund, receives a management fee for
managing the assets of the Principal Fund and has a carried interest in the
Principal Fund.
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 Principal
Fund.
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 8 OF 8 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 December 18, 2000.
OAKTREE CAPITAL MANAGEMENT, LLC
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
