-----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, BQF97bZtodtAlMSvyFllwODNNJOUdTT544F1HdOaFdwvunzZkW/L4cRzoMKdKoqS Y3SHSIG2z9HPEhcGjX5ezg== 0001047469-99-007564.txt : 19990301 0001047469-99-007564.hdr.sgml : 19990301 ACCESSION NUMBER: 0001047469-99-007564 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990226 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: SEC FILE NUMBER: 005-12871 FILM NUMBER: 99551467 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: OAKTREE CAPITAL MANAGEMENT LLC /ADV CENTRAL INDEX KEY: 0000943457 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954521152 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVE 28TH FLR STREET 2: 22ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 550 SOUTH HOPE ST STREET 2: 22ND FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC /ADV DATE OF NAME CHANGE: 19970210 SC 13D/A 1 SCHEDULE 13D 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 - ------------------------------------------------------------------------------- (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). 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! 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! 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! 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. 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. 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. 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 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. 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. EX-1 2 EXHIBIT 1 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. EX-2 3 EXHIBIT 2 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----