-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BZsbVQK9yKx8hr9+YQzIoNfRqXTapabOcF1uuBY9gkApJcMSnLKYQEsrm1g5Wooz WvtS+urLzOckmBZGBPeiHQ== 0000315066-97-001871.txt : 19970828 0000315066-97-001871.hdr.sgml : 19970828 ACCESSION NUMBER: 0000315066-97-001871 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970827 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMCOR GROUP INC CENTRAL INDEX KEY: 0000105634 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 112125338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12871 FILM NUMBER: 97670417 BUSINESS ADDRESS: STREET 1: 101 MERRITT SEVEN CORPORATE PK STREET 2: 7TH FLOOR CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 2038497800 MAIL ADDRESS: STREET 1: 101 MERRITT SEVEN CORPORATE PARK STREET 2: 7TH FLOOR CITY: NORWALK STATE: CT ZIP: 06851 FORMER COMPANY: FORMER CONFORMED NAME: JWP INC/DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: JAMAICA WATER PROPERTIES INC DATE OF NAME CHANGE: 19860518 FORMER COMPANY: FORMER CONFORMED NAME: WELSBACH CORP DATE OF NAME CHANGE: 19761119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161144965 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13D/A 1 EMCOR GROUP INCORPORATED SCHEDULE 13D Amendment No. 1 Emcor Group Incorporated Common Stock Cusip # 29084Q100 Cusip # 29084Q100 Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163) Item 4: PF Item 6: Commonwealth of Massachusetts Item 7: 814,495 Item 8: None Item 9: 814,495 Item 10: None Item 11: 814,495 Item 13: 8.50% Item 14: HC PREAMBLE The filing of this Schedule 13D is not, and should not be deemed to be, an admission that such Schedule 13D is required to be filed. Item 1. Security and Issuer. This statement relates to shares of the Common Stock, $0.00 par value (the "Shares") of Emcor Group Incorporated, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 101 Merrit Seven Park, Norwalk, CT 06851. Item 2. Identity and Background. This statement is being filed by FMR Corp., a Massachusetts Corporation ("FMR"). FMR is a holding company one of whose principal assets is the capital stock of a wholly-owned subsidiary, Fidelity Management & Research Company ("Fidelity"), which is also a Massachusetts corporation. Fidelity is an investment advisor which is registered under Section 203 of the Investment Advisors Act of 1940 and which provides investment advisory services to more than 30 investment companies which are registered under Section 8 of the Investment Company Act of 1940 and serves as investment advisor to certain other funds which are generally offered to limited groups of investors (the "Fidelity Funds"). Fidelity Management Trust Company ("FMTC"), a wholly- owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, serves as trustee or managing agent for various private investment accounts, primarily employee benefit plans and serves as investment adviser to certain other funds which are generally offered to limited groups of investors (the "Account"). Various directly or indirectly held subsidiaries of FMR are also engaged in investment management, venture capital asset management, securities brokerage, transfer and shareholder servicing and real estate development. The principal offices of FMR, Fidelity, and FMTC are located at 82 Devonshire Street, Boston, Massachusetts 02109. Members of the Edward C. Johnson 3d family are the predominant owners of Class B shares of common stock of FMR representing approximately 49% of the voting power of FMR. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the Chairman of FMR. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. The business address and principal occupation of Mr. Johnson 3d is set forth in Schedule A hereto. The Shares to which this statement relates are owned directly by one Account. The name, residence or business address, principal occupation or employment and citizenship of each of the executive officers and directors of FMR are set forth in Schedule A hereto. Within the past five years, none of the persons named in this Item 2 or listed on Schedule A has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding and as a result thereof was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Fidelity Funds and Account received 985,751 Shares of Common Stock, 177,094 Series X Warrants, 53,272 Series Y Warrants, and 11,780 Series Z Warrants pursuant to the Company's plan of reorganization filed under Chapter 11 of the United States Bankruptcy Code (the "Plan"). The Shares, the Series X Warrants, the Series Y Warrants and the Series Z Warrants were received as a distribution in partial exchange for certain senior debt claims held by the Fidelity Fund and the Account and as "additional interest" on a loan made to the Company (and certain subsidiaries) as a Debtor-in-Possession by the Fidelity Fund and Account. The Fidelity Fund and Account which own or owned Shares purchased in the aggregate 25,000 Shares for cash in the amount of approximately $428,125, including brokerage commissions. The Fidelity Fund and Account used their own assets in making such purchase and no part of the purchase price is represented by borrowed funds. Proceeds from 322,644 Shares sold aggregated approximately $1,519,003. The attached Schedule B sets forth Shares purchased and/or sold since June 9, 1997. On December 15, 1996, all 11,780 Emcor Series Z Warrants held by the Account expired. Item 4. Purpose of Transaction. The Fidelity Funds and the Account received Shares pursuant to the terms of the Plan as described in Item 3. The Fidelity Funds and Account hold Shares for investment purposes. Fidelity and FMTC, respectively, may continue to have the Fidelity Funds and the Accounts purchase Shares subject to a number of factors, including, among others, the availability of Shares of sale at what they consider to be reasonable prices and other investment opportunities that may be available to the Fidelity Funds and Accounts. Fidelity and FMTC, respectively, intend to review continuously the equity position of the Fidelity Funds and Accounts in the Company. Depending upon future evaluations of the business prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions and money market and stock market conditions, Fidelity may determine to cease making additional purchases of Shares or to increase or decrease the equity interest in the Company by acquiring additional Shares, or by disposing of all or a portion of the Shares. Neither Fidelity nor FMTC has any present plan or proposal which relates to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization, liquidation, or sale of transfer of a material amount of assets involving the Company or any of its subsidiaries, (ii) any change in the Company's present Board of Directors or management, (iii) any material changes in the Company's present capitalization or dividend policy or any other material change in the Company's business or corporate structure, (iv) any change in the Company's charter or by-laws, or (v) the Company's common stock becoming eligible for termination of its registration pursuant to Section 12(g)(4) of the 1934 Act. Item 5. Interest in Securities of Issuer. FMR, Fidelity, and FMTC, beneficially own all 814,495 Shares. (a) FMR beneficially owns, through FMTC, the managing agent or the Accounts, 814,495 Shares, or approximately 8.50% of the outstanding Shares of the Company. The number of Shares held by the Account includes 28,272 Shares of common stock resulting from the assumed conversion of 28,272 Series X Warrants (1 share of common stock for each Series X Warrant) and 28,272 Shares of common stock resulting from the assumed conversion of 28,272 Series Y Warrants (1 share of common stock for each Series Y Warrant). Neither FMR, Fidelity, FMTC, nor any of its affiliates nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto, beneficially owns any other Shares. The combined holdings of FMR and FMTC, are 814,495 Shares, or approximately 8.50% of the outstanding Shares of the Company. (b) FMR, through its control of FMTC, investment manager to the Accounts, and the Accounts each has sole dispositive power over 814,495 Shares and sole power to vote or to direct the voting of 814,495 Shares, and no power to vote or to direct the voting of 0 Shares owned by the Accounts. (c) Except as set forth in Schedule B, neither FMR, or any of its affiliates, nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto has effected any transaction in Shares during the past sixty (60) days. Item 6. Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. As part of the Plan, the Company undertook certain obligations to register certain securities including the Shares under the Securities and Exchange Act of 1933, as amended. Neither FMR nor any of its affiliates nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto has any joint venture, finder's fee, or other contract or arrangement with any person with respect to any securities of the Company. The Funds and Accounts may from time to time own debt securities issued by the Company or its direct or indirect subsidiaries, and may from time to time purchase and/or sell such debt securities. Item 7. Material to be Filed as Exhibits. Not Applicable. This statement speaks as of its date, and no inference should be drawn that no change has occurred in the facts set forth herein after the date hereof. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FMR Corp. DATE: August 27, 1997 By: /s/Arthur Loring Arthur Loring Vice President-Legal SCHEDULE A The name and present principal occupation or employment of each executive officer and director of FMR Corp. are set forth below. The business address of each person is 82 Devonshire Street, Boston, Massachusetts 02109, and the address of the corporation or organization in which such employment is conducted is the same as his business address. All of the persons listed below are U.S. citizens. POSITION WITH PRINCIPAL NAME FMR CORP. OCCUPATION Edward C. Johnson 3d President, Chairman of the Director, CEO Board and CEO, FMR Corp. Chairman & Mng. Director J. Gary Burkhead Director and Vice Chairman President, Fidelity Investments Institutional Services Company, Inc. James C. Curvey Director, Vice Chairman, Chief Operating Officer, FMR Chief Operating Officer William L. Byrnes Director & Mng. Vice Chairman, FIL Director Abigail P. Johnson Director Associate Director and Senior Vice President - Fidelity Management & Research Company George A. Vanderheiden Director Senior Vice President, Fidelity Management & Research Company David C. Weinstein Sr. Vice President Sr. Vice President Administration Administration, FMR Corp. Mark A. Peterson Executive Vice President President - Fidelity Investments Technology & Processing Group Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. - Chief Financial Chief Financial Officer Officer, FMR Corp. SCHEDULE B Emcor Group Incorporated One Fidelity Account sold Shares since August 9, 1997 at the dates and at the prices set forth below. The transactions were made for cash in open market transactions or with other investment companies with the same or an affiliated investment advisor. DATE SHARES PRICE 07-22-97 13,000 $15.63 07/23/97 10,000 15.63 08/01/97 10,000 15.19 08/04/97 8,800 15.38 08/07/97 11,000 16.00 08/11/97 150,000 15.69 08/12/97 25,000 15.69 -----END PRIVACY-ENHANCED MESSAGE-----