-----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, QcKhZRtCBEPvXPi6hqDU8rL9P4xNih0vj2bRo5KKE+0gioRgHrvnGUoHLJlVSTgq n2do8inany1/RBIeBLmszQ== 0001047469-97-007747.txt : 19971216 0001047469-97-007747.hdr.sgml : 19971216 ACCESSION NUMBER: 0001047469-97-007747 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971215 SROS: NASD 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: 97738150 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: 550 S HOPE STREET STREET 2: 22ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2136140900 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 SC 13D/A OMB APPROVAL OMB Number 3235-0145 Expires: December 31, 1997 Estimated average burden hours per form 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* 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 (213) 614-0900 Managing Director and General Counsel 550 South Hope Street, 22nd Floor OAKTREE CAPITAL MANAGEMENT, LLC LOS ANGELES, CALIFORNIA 90071 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 9, 1997 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 7 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 943,645 OWNED BY ------------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 0 ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 943,645 ------------------------------------------------------------ 1O SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 943,645 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA; CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 29084Q 10 0 PAGE 3 OF 7 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* 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 Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 943,645 OWNED BY ------------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON WITH -0- ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 943,645 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 943,645 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1. SECURITY AND ISSUER This Statement 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 Statement is filed on behalf of (1) Oaktree Capital Management, LLC, a California limited liability company ("Oaktree"), in its capacity as General Partner of the OCM Principal Fund (see below); and (2) OCM Principal Opportunities Fund, L.P., a Delaware limited partnership of which Oaktree is the General Partner, (the "OCM Principal Fund"). The principal business of Oaktree is providing investment advice and management services to institutional and individual investors. The OCM Principal Fund is a limited partnership which invests in entities in which there is a potential for the OCM Principal Fund to exercise significant influence over such entities. The address of the principal business and principal office for Oaktree is 550 South Hope Street, 22nd Floor, Los Angeles, California 90071. (a)-(c) & (f) The members and executive officers of Oaktree and the OCM Principal Fund are listed below. The principal address for each member and executive officer of Oaktree and the Portfolio Managers of the OCM Principal Fund is 550 South Hope Street, 22nd Floor, Los Angeles, California 90071. All individuals listed below are citizens of the United States of America. EXECUTIVE OFFICERS AND MEMBERS Howard S. Marks Chairman and Principal Bruce A. Karsh President and Principal Sheldon M. Stone Principal David Richard Masson Principal Larry Keele Principal Russel S. Bernard Principal Stephen A. Kaplan 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 OCM 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 Not applicable 4 ITEM 4. PURPOSE OF TRANSACTION On December 9, 1997, the OCM Principal Fund sold 22,355 shares of Common Stock. On December 9, 1997, TCW Special Credits Fund V - The Principal Fund, a California limited partnership, sold 107,645 shares of Common Stock which Oaktree managed pursuant to a subadvisory agreement. The investment strategy of the OCM Principal Fund is to invest in entities in which there is a potential for the OCM Principal Fund to exercise significant influence or control, and consequently, Oaktree has indicated to the Issuer that it may purchase additional shares, but has made no proposals and has entered into no agreements which relate 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 has not excluded the possibility of considering such matters in the future or formulating a plan with respect to such matters, subject to applicable law, 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 stockholders of the Issuer or other third parties regarding such matters. Based on continuing evaluation of the Issuer's businesses and prospects, alternative investment opportunities and all other factors deemed relevant, additional shares of the Issuer's 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 may be sold. ITEM 5. INTEREST AND SECURITIES OF THE ISSUER As of the date of this Schedule 13D, the OCM Principal Fund beneficially owns, and has sole power to vote and dispose of, 943,645 shares of the Issuer's Common Stock which is approximately 9.9% 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 OCM Principal Fund, may be deemed to beneficially own, and has sole power to vote and dispose of, 943,645 shares of the Issuer's Common Stock held by the OCM Principal Fund. (c) Except for the sales by the OCM Principal Fund described herein, neither Oaktree nor the OCM Principal Fund, and to the best of their knowledge, none of their respective executive officers, directors, or general partners has effected transactions involving the shares of 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 TCW Special Credits acts as investment manager of a third party managed account which holds 18,226 shares of the Issuer's Common Stock. TCW Special Credits is a partnership of which TCW Asset Management Company ("TAMCO") is managing partner and Bruce Karsh, Howard Marks, Richard Masson and Sheldon Stone are general partners. Messrs. Karsh, Marks, Masson and Stone (who are also Principals of Oaktree) may be deemed under certain circumstances to be beneficial owners of such shares. Each of Oaktree and Messrs. Karsh, Marks, Masson and Stone disclaim beneficial ownership of such shares. Except as otherwise set forth in this Statement, there are no contracts, understandings or relationships (legal or otherwise) among or between any member of Oaktree, the OCM Principal Fund or, to the best of their knowledge, their respective executive officers, directors or general partners, or between or among any of such persons and with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit I: A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended. 5 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated as of the 15th day of December, 1997. OAKTREE CAPITAL MANAGEMENT, LLC /s/ Kenneth Liang - ---------------------------------------------- Kenneth Liang, Managing Director and General Counsel OCM PRINCIPAL OPPORTUNITIES FUND, L.P. /s/ Kenneth Liang - ---------------------------------------------- Kenneth Liang, Managing Director and General Counsel of Oaktree Capital Management, LLC, the General Partner of OCM Principal Opportunities Fund, L.P. 6 EXHIBIT I JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or 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 the 15th of December, 1997. OAKTREE CAPITAL MANAGEMENT, LLC By: /s/ Kenneth Liang ------------------------------------- Kenneth Liang Managing Director and General Counsel OCM PRINCIPAL OPPORTUNITIES FUND, L.P. By: /s/ Kenneth Liang ------------------------------------- Kenneth Liang Managing Director and General Counsel of Oaktree Capital Management, LLC, the General Partner of OCM Principal Opportunities Fund, L.P. -----END PRIVACY-ENHANCED MESSAGE-----