-----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, U/Qb0iIt5ZF0UOf6Rot3ZXIw64c1lD0ikrDiubEBeDCiRPLRSTUhKe0MAuoHzTje MfmnkqbzJLO1730P82L0nQ== 0000889812-97-001051.txt : 19970430 0000889812-97-001051.hdr.sgml : 19970430 ACCESSION NUMBER: 0000889812-97-001051 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970620 FILED AS OF DATE: 19970429 SROS: NASD FILER: 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-02315 FILM NUMBER: 97589541 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 DEF 14A 1 DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 EMCOR GROUP, INC. (Name of Registrant as Specified in its Charter) ------------------------------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): / / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: [LOGO] EMCOR GROUP, INC. 101 MERRITT SEVEN CORPORATE PARK NORWALK, CONNECTICUT 06851 ------------------------ NOTICE OF ANNUAL MEETING ------------------------ To the Stockholders of EMCOR Group, Inc. The Annual Meeting of Stockholders of EMCOR Group, Inc. (the 'Company') will be held in the James Madison Room, Princeton Club, 15 West 43 Street, New York, New York, on June 20, 1997, at 10:00 A.M. (local time) for the following purposes: 1. To elect seven directors to serve until the next annual meeting and until their successors are duly elected and qualify. 2. To ratify the appointment of Arthur Andersen LLP as independent public accountants for 1997. 3. To transact such other business as may properly come before the meeting or any adjournments thereof. The Board of Directors has fixed the close of business on April 23, 1997 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting and any adjournment thereof. YOUR ATTENTION IS RESPECTFULLY DIRECTED TO THE ACCOMPANYING PROXY STATEMENT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. BY ORDER OF THE BOARD OF DIRECTORS JOSEPH W. BARNETT Secretary Norwalk, Connecticut April 29, 1997 EMCOR GROUP, INC. ------------------------ PROXY STATEMENT 1997 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 20, 1997 ------------------------ The enclosed proxy is solicited by the Board of Directors of EMCOR Group, Inc., a Delaware corporation (the 'Company'), for use at the Annual Meeting of Stockholders to be held at 10 A.M. (local time) on Friday, June 20, 1997 in the James Madison Room, Princeton Club, 15 West 43 Street, New York, New York and at any adjournment or postponement of such meeting. The enclosed proxy may be revoked at any time before it is exercised by delivering a written notice to the Secretary of the Company stating that the proxy is revoked, by executing a duly exercised proxy bearing a later date and presenting it to the Secretary of the Company, or by attending the Annual Meeting and voting in person. Unless otherwise specified, the proxies from holders of Common Stock will be voted in favor of each proposal set forth in the Notice of Annual Meeting. As of April 23, 1996, the Company had outstanding 9,386,685 shares of Common Stock, par value $.01 per share (the 'Common Stock'). Only stockholders of record of Common Stock at the close of business on April 23, 1997 (the 'Record Date') are entitled to notice of, and to vote at, the Annual Meeting. The mailing address of the principal executive offices of the Company is 101 Merritt Seven Corporate Park, Norwalk, Connecticut 06851, and the approximate date on which this Proxy Statement and the accompanying proxy are being first sent or given to stockholders is April 29, 1997. The Company's Annual Report to Stockholders for the fiscal year ended December 31, 1996 accompanies this Proxy Statement. The Common Stock was the only voting security of the Company outstanding and entitled to vote on the Record Date. The holders of record of a majority of the outstanding shares of Common Stock entitled to vote will constitute a quorum for the transaction of business at the Annual Meeting. Holders of Common Stock are entitled to one vote per share on each matter to be voted upon at the Annual Meeting. Assuming the presence of a quorum at the Annual Meeting, the affirmative vote of the holders of a plurality of the votes cast by the holders of shares of Common Stock present in person or represented by proxy at the Annual Meeting is necessary for the election of directors. The affirmative vote of the holders of a majority of the shares of Common Stock present or represented by proxy and entitled to vote at the Annual Meeting is required for the ratification of appointment of independent public accountants to audit the accounts of the Company and its subsidiaries. With respect to an abstention from voting on any matter, the shares will be considered present and entitled to vote at the Annual Meeting. Abstentions will have the effect of a vote against proposals brought before the meeting, but will not have an effect on the election of the directors. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter (a broker non-vote), those shares will not be treated as present and entitled to vote on that particular matter and, therefore, will be disregarded and will have no effect on the outcome of the vote on such matter. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth as of April 23, 1997 certain information regarding beneficial ownership of the Company's Common Stock by each person or group known by the Company to be a beneficial owner of more than five percent of the outstanding shares of Common Stock. Except as otherwise noted, to the Company's knowledge, each person or group listed below has sole voting and investment power with respect to the shares listed next to its name.
NUMBER OF SHARES PERCENT NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNED - ------------------------------------------------------------------ ------------------ ------- FMR Corp. ........................................................ 1,067,295(1)(2) 11.3% 82 Devonshire Street F7C Boston, Massachusetts 02109 OCM Principal Opportunities Fund, L.P. .......................... 1,073,645(3) 11.4% 550 South Hope Street Los Angeles, California 90071 Cumberland Associates ............................................ 722,703(4) 7.7% 1114 Avenue of the Americas New York, New York 10036
- ------------------ (1) As reported in a Schedule 13D dated July 26, 1996 filed with the Securities and Exchange Commission (the 'SEC') by FMR Corp. ('FMR'), FMR, through its wholly-owned subsidiary Fidelity Management & Research Company ('Fidelity'), as investment advisor to funds (the 'Fidelity Funds'), beneficially owns 25,000 shares. In addition, FMR, through another wholly-owned subsidiary Fidelity Management Trust Company ('FMTC') which is a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended, and which serves as trustee or managing agent for various private investment accounts and as investment advisor to certain other funds (the 'Accounts'), beneficially owns 1,042,295 shares. The shares are owned directly by one of the Fidelity Funds and one of the Accounts. The Schedule 13D states that the 1,042,295 shares include 28,272 shares and 28,272 shares issuable upon exercise of a like number of the Company's Series X Warrants and Series Y Warrants, respectively. Edward C. Johnson, III and members of his family may be deemed to form a controlling group with respect to FMR. FMR, through its control of FMTC, investment advisor to the Accounts, and the Accounts each has sole power to dispose of and sole power to vote or direct the voting of the 1,042,295 shares. The power to vote or direct the voting of the 25,000 shares owned directly by the Fidelity Funds resides with the Fidelity Funds' Boards of Directors. (2) There is a reserve of 140,618 shares of Common Stock for disputed claims against the Company to be issued to holders of prepetition unsecured allowed claims against the Company in its Chapter 11 proceeding concluded in December 1994, which holders include FMR. To the extent such disputed claims are disallowed, the number of shares beneficially owned by FMR will increase in a presently undeterminable amount. (3) As reported in Amendment No. 1 dated April 22, 1997 to Schedule 13D filed with the SEC by OCM Principal Opportunities Fund, L.P. ('Fund') and Oaktree Capital Management, LLC, General Partner of the Fund. Includes 107,645 shares held by TCW Special Credit Fund V--The Principal Fund managed by Oaktree Capital Management, LLC. (4) As stated in Amendment No. 3 dated February 4, 1997 to its Schedule 13D filed with the SEC, Cumberland Associates has sole voting power and sole power to dispose or to direct the disposition of 587,427 of these shares and shared voting power and shared power to dispose or to direct the disposition of 135,276 of these shares. ELECTION OF DIRECTORS At the Annual Meeting, seven directors are to be elected by the holders of Common Stock to serve until the next Annual Meeting of Stockholders and until their successors have been duly elected and qualify. To be elected as a director, each nominee must receive the favorable vote of a plurality of the shares present in person or represented by proxy and entitled to vote at the meeting. Certain information concerning the nominees for election at the Annual Meeting, each of whom is presently a director, is set forth below. While the Board of Directors has no reason to believe that any of those named will not be available as a candidate, should such a situation arise, the proxy may be voted for the election of other nominees in the discretion of the persons acting pursuant to the proxy. 2 FRANK T. MACINNIS, Age 50; Chairman of the Board and Chief Executive Officer of the Company since April 18, 1994 and President of the Company from April 18, 1994 to April 4, 1997. From April 1990 to April 1994, Mr. MacInnis served as President and Chief Executive Officer, and from August 1990 to April 1994 as Chairman of the Board, of Comstock Group Inc., a nationwide electrical contracting company. In addition, from 1986 to April 1994 Mr. MacInnis was also President of Spie Group Inc., which owned Comstock Group Inc., Spie Construction Inc., a Canadian pipeline construction company, and Spie Horizontal Drilling Inc., a U.S. company engaged in underwater drilling for pipelines and communications cable. Mr. MacInnis is also a director of MAPCO Inc. and Portec, Inc. STEPHEN W. BERSHAD, Age 55; Chairman and Chief Executive Officer for more than the past five years of Axsys Technologies, Inc., a manufacturer of electronic components and controls. Director of the Company since December 15, 1994. DAVID A.B. BROWN, Age 53; President of The Windsor Group, a management consulting firm of which he is a co-founder, for more than the past five years. Mr. Brown is also a director of BTU International, Inc. and Marine Drilling Companies, Inc. Director of the Company since December 15, 1994. THOMAS D. CUNNINGHAM, Age 48; Chairman of the Finance Committee of Swiss Army Brands, Inc., an importer and distributor of Swiss Army knives and watches and Sabatier and Forschner cutlery, since November 1996; from March 1994 to November 1996 Executive Vice President and Chief Financial Officer of Swiss Army Brands, Inc. For more than five years prior thereto, Mr. Cunningham was a Managing Director of J.P. Morgan & Co. Incorporated, an international bank. Director of the Company since January 17, 1995. ALBERT FRIED, JR., Age 67; Managing Member of Albert Fried & Company, LLC, a broker/dealer and member of the New York Stock Exchange, since 1955, and Managing Member of Buttonwood Specialists, LLC, a New York Stock Exchange specialist firm, since 1992. Mr. Fried is also Chairman of the Board of Directors of Portec, Inc., a manufacturer of engineered products for the construction equipment, material handling and railroad industries. Director of the Company since December 15, 1994. MALCOLM T. HOPKINS, Age 69; Private investor since 1984. Retired Vice Chairman and Chief Financial Officer of the former St. Regis Corporation, a forest products, oil, gas and insurance company. Mr. Hopkins is also a director of The Columbia Gas System, Inc., MAPCO Inc., Metropolitan Series Fund Inc., Phar-Mor, Inc., U.S. Home Corporation, and various mutual funds of State Street Research and Management Company. Director of the Company since December 15, 1994. KEVIN C. TONER, Age 33; President of the Isdell 86 Foundation, a not-for-profit organization, since December 1994 and private investor since March 1995. Managing Director from December 1991 to February 1995 of UBS Securities Inc., a broker/dealer and member of the New York Stock Exchange, engaged in corporate finance, underwriting and distribution of high grade U.S. corporate issues and Eurobonds. From March 1991 to December 1991, Mr. Toner was a Vice President of UBS Securities, Inc. Director of the Company since December 15, 1994. COMMITTEES OF THE BOARD The Company has standing Audit, Compensation and Personnel, and Corporate Governance Committees of the Board of Directors. The Audit Committee, comprised of Messrs. Brown, Cunningham and Hopkins, serves as the focal point for communication between the Board of Directors and the Company's independent public accountants, chief internal auditor and management, to the extent that their duties relate to financial or accounting reporting and controls. The Audit Committee is responsible for engaging and discharging the independent public accountants for the Company, reviewing their fees, reviewing the scope and audit procedures of the independent public accountants, reviewing annual financial statements, reviewing quarterly and annual financial results prior to their release, and meeting with the Company's internal auditors and independent public accountants on matters relating to, among other things, the adequacy of the Company's internal audit controls and accounting and auditing personnel. During 1996, the Audit Committee held three meetings. 3 The Compensation and Personnel Committee, comprised of Messrs. Cunningham, Fried and Hopkins, reviews and advises the Board with respect to the qualifications of individuals identified as candidates for positions as the Company's Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and General Counsel and for the position of Chief Executive Officer of each subsidiary of the Company whose proposed annual compensation is $200,000 or more. It also reviews and recommends to the Board for its approval any employment, severance or similar contracts, or modifications thereof, for the Chairman of the Board and Chief Executive Officer of the Company and is charged with fixing on an annual basis his compensation, subject to the approval of the Board. The Compensation and Personnel Committee also is responsible for fixing, based on proposals made by the Chief Executive Officer, compensation for the Chief Operating Officer, Chief Financial Officer and General Counsel of the Company as well as the compensation of other officers and employees of the Company and each subsidiary whose annual compensation is $200,000 or more and for approving any employment, severance or similar contracts for such officers and employees, or modifications thereof. The Compensation and Personnel Committee also recommends to the Board for its approval any incentive, benefit, award or bonus plans and programs for employees, administers the 1994 Management Stock Option Plan and reviews executive development plans. During 1996, the Compensation and Personnel Committee held three meetings. The Corporate Governance Committee, comprised of Messrs. Bershad, Brown, Fried and Toner, is responsible to the Board for the review and recommendation of director candidates; recommendations regarding directors' retirement age and removal; review of all committees of the Board and recommendations regarding their number, function and membership; recommendations with respect to compensation of and other benefits for non-employee directors; and review of and recommendation with respect to directors' and officers' liability insurance and indemnification agreements between the Company and its officers and directors. The Corporate Governance Committee will consider nominees recommended by stockholders. The Corporate Governance Committee has not adopted formal procedures for the submission of such recommendations. Such recommendations should be sent to the Secretary, EMCOR Group, Inc., 101 Merritt Seven Corporate Park, Norwalk, Connecticut 06851. The Company's by-laws specify certain time limitations, notice requirements and other procedures applicable to the submission of nominations to be brought before an Annual or Special Meeting of Stockholders of the Company. During 1996, the Corporate Governance Committee held two meetings. MEETINGS OF THE BOARD There were five meetings of the Board of Directors during 1996. SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth as of April 23, 1997 certain information regarding the beneficial ownership of Common Stock by each of the Company's directors, its chief executive officer, each of the four most highly compensated executive officers of the Company for its fiscal year ended December 31, 1996, and all its directors and executive officers as a group. Except as otherwise noted, to the Company's knowledge, each of the persons listed below has sole voting power and investment power with respect to the shares listed next to his name.
AMOUNT AND NATURE OF NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT - ---------------------------------------------------------------- ----------------------- ------- Frank T. MacInnis............................................... 136,333(2) * Stephen W. Bershad.............................................. 23,500(3) * David A.B. Brown................................................ 7,000(3) * Thomas D. Cunningham............................................ 13,500(3) * Albert Fried, Jr................................................ 127,377(3)(4) 1.4% Malcolm T. Hopkins.............................................. 23,500(3) * Kevin C. Toner.................................................. 8,000(3) * Sheldon I. Cammaker............................................. 33,333(2) * Leicle E. Chesser............................................... 33,333(2) * Jeffrey M. Levy................................................. 34,333(2) * R. Kevin Matz................................................... 2,000(2) * All directors and executive officers as a group................. 448,875(5) 4.6%
(Footnotes on next page) 4 (Footnotes from previous page) - ------------------ * Represents less than 1%. (1) The information contained in the table reflects 'beneficial ownership' as defined in Rule 13d-3 of the Securities Exchange Act of 1934. All percentages set forth in this table have been rounded. (2) Includes in the case of Mr. MacInnis 133,333 shares of Common Stock, in the case of each of Messrs. Cammaker, Chesser and Levy, 33,333 shares of Common Stock, and in the case of Mr. Matz, 2,000 shares of Common Stock, that may be acquired upon the exercise of presently exercisable options or options exercisable within 60 days granted pursuant to the Company's 1994 Management Stock Option Plan. (3) Includes in the case of Mr. Bershad 13,500 shares, in the case of Mr. Brown, 6,000 shares, in the case of Mr. Cunningham, 13,500 shares, in the case of Mr. Fried, 3,000 shares, in the case of Mr. Hopkins 13,500 shares, and in the case of Mr. Toner 3,000 shares, that may be acquired upon the exercise of presently exercisable options granted to each non-employee Director pursuant to the Company's 1995 Non-Employee Directors' Non-Qualified Stock Option Plan. (4) Amount includes beneficial ownership of 124,377 shares of Common Stock by Albert Fried & Company, LLC ('AF&C'), of which Mr. Fried is the Managing Member. AF&C was a holder of prepetition unsecured claims against the Company in its Chapter 11 proceeding concluded in December 1994. There is a reserve of 140,618 shares of Common Stock for disputed claims against the Company to be issued to the holders of prepetition unsecured allowed claims, including AF&C. To the extent such disputed claims are disallowed, the number of shares beneficially owned by AF&C will increase in a presently undeterminable amount. (5) Includes 294,498 shares of Common Stock that may be acquired upon the exercise of presently exercisable options or options exercisable within 60 days granted pursuant to the Company's 1994 Management Stock Option Plan and 1995 Non-Employee Directors' Non-Qualified Stock Option Plan. 5 EXECUTIVE COMPENSATION SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION The following Summary Compensation Table sets forth the compensation awarded to, earned by or paid to each of the Chief Executive Officer and the other four most highly compensated executive officers of the Company (collectively, the 'named executive officers') during the fiscal years ended December 31, 1996, 1995 and 1994 for services rendered in all capacities to the Company and its subsidiaries. For information regarding employment agreements of the named executive officers, see 'Employment Contracts and Termination of Employment and Change of Control Arrangements' below. SUMMARY COMPENSATION TABLE
ANNUAL LONG TERM COMPENSATION COMPENSATION AWARDS(5) ------------------- ---------------------------- NUMBER OF RESTRICTED SECURITIES OTHER ANNUAL STOCK UNDERLYING ALL OTHER SALARY BONUS COMPENSATION(4) AWARD OPTIONS/SARS(6) COMPENSATION(7) NAME AND PRINICPAL POSITION YEAR ($) ($) ($) ($) (#) ($) - ------------------------------------- ---- -------- -------- --------------- ---------- --------------- --------------- Frank T. MacInnis(1)(2) ............. 1996 614,400 625,000 10,563 None None 6,300 Chairman of the Board, President 1995 614,400 480,000 17,732 None 200,000 6,300 and Chief Executive Officer 1994 426,923 500,000(3) 5,056 None None 6,300 Sheldon I. Cammaker ................. 1996 406,000 150,000 None None None 6,300 Executive Vice President and 1995 383,000 100,000 None None 50,000 6,300 General Counsel 1994 361,322 50,000 None None None 176,700(8) Leicle E. Chesser(1) ................ 1996 309,000 300,000 4,885 None None 6,300 Executive Vice President and 1995 300,000 225,000 14,578 None 50,000 6,300 Chief Financial Officer 1994 168,269 150,000 None None None None Jeffrey M. Levy(2) .................. 1996 309,000 300,000 6,627 None None 6,300 Executive Vice President and 1995 300,000 225,000 9,631 None 50,000 6,300 Chief Operating Officer 1994 247,500 175,000 None None None 6,300 R. Kevin Matz(1) .................... 1996 135,000 90,000 None None None 6,300 Vice President and Treasurer 1995 -- -- -- -- -- -- 1994 -- -- -- -- -- --
- ------------------ (1) As Mr. MacInnis joined the Company on April 18, 1994 and Mr. Chesser joined the Company on May 2, 1994, amounts shown for each of them for 1994 reflect less than a full year of compensation. Mr. Matz became a Vice President and Treasurer in April 1996, accordingly no compensation information is reported for him in respect of 1994 and 1995, and the compensation information for Mr. Matz in respect of 1996 includes all compensation paid to him in 1996 by the Company. (2) Mr. Levy was elected President of the Company on April 4, 1997. Mr. MacInnis continues to serve as Chairman of the Board and Chief Executive Officer. (3) Amount includes a signing bonus of $250,000 paid to Mr. MacInnis upon his joining the Company on April 18, 1994. (4) The personal benefits provided to the named executive officers did not exceed the disclosure threshold established by the SEC pursuant to applicable rules. Figures represent amounts reimbursed for the payment of taxes upon certain fringe benefits. (5) The column specified by Item 402(b) of Regulation S-K to report Long-Term Incentive Plan Payouts has been excluded because the Company has no long-term incentive compensation plans and has not had any such plan during any portion of fiscal years 1996, 1995 and 1994. (6) The awards set forth in this column are of stock options only. The Company did not award stock appreciation rights. (Footnotes continued on next page) 6 (Footnotes continued from previous page) (7) The amounts reported in this column include matching contributions of $1,800 made by the Company under its 401(k) Plan during 1996 for the account of each of the named executive officers. The amounts reported for 1996 also include contributions of $4,500 to be paid during 1997 in respect of 1996 by the Company for the account of each of the named executive officers pursuant to the Company's Money Purchase Plan, a defined contribution pension plan. (8) Amounts include a stay bonus of $170,400 paid to Mr. Cammaker pursuant to the EMCOR Group, Inc. Employees' Severance Pay/Stay Bonus on September 30, 1994. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS During the last fiscal year no stock options or SARs were granted to any of the named executive officers. OPTIONS EXERCISES AND HOLDINGS The following tables sets forth certain information concerning unexercised options to purchase Common Stock of the Company held at the end of fiscal year 1996 by the named executive officers. None of the named executive officers exercised any options during fiscal year 1996. No named executive officer has any SARs. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUE
VALUE OF UNEXERCISED NUMBER OF UNEXERCISED IN-THE-MONEY SHARES VALUE OPTIONS AT OPTIONS AT ACQUIRED ON REALIZED FY-END(#) FY-END($)(1) NAME EXERCISE(#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE - --------------------------------------- ----------- -------- ------------------------- ------------------------- Frank T. MacInnis...................... None -- 66,667/133,333 $550,003/$1,099,297 Sheldon I. Cammaker.................... None -- 16,667/33,333 $ 131,169/$262,331 Leicle E. Chesser...................... None -- 16,667/33,333 $ 131,169/$262,331 Jeffrey M. Levy........................ None -- 16,667/33,333 $ 131,169/$262,331 R. Kevin Matz.......................... None -- 1,000/2,000 $ 7,870/$15,740
- ------------------ (1) For purposes of this column, value is calculated based on the aggregate amount of the excess of $13.00 (the closing price of the Common Stock of the Company as reported on the Nasdaq Stock Market on December 31, 1996) over the relevant exercise price for the shares of Common Stock with respect to the options. EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS EMPLOYMENT AGREEMENTS The Company has entered into an Employment Agreement dated as of April 18, 1994 (the 'Agreement'), with Frank T. MacInnis providing for his employment as Chief Executive Officer of the Company during the period April 18, 1994 through December 31, 1997. The Agreement provides that the term of employment will automatically be extended for successive one-year periods unless the Company or Mr. MacInnis gives written notice not to extend at least six months prior to the end of the term or any extended term of the Agreement. The Company is also to use its best efforts to ensure his election as Chairman of the Board of Directors of the Company. Pursuant to the Agreement, in 1996 Mr. MacInnis received an annual base salary of $614,400 which salary is to increase on the first day of each calendar year during his employment by at least the percentage increase for the prior year in a specified consumer price index. In addition, Mr. MacInnis is entitled to receive an annual bonus, which is to be determined by a formula agreed upon by Mr. MacInnis and the Compensation and Personnel Committee of the Board of Directors of the Company. Pursuant to the terms of the Agreement, upon joining the Company Mr. MacInnis was paid a one-time cash payment of $250,000 and was entitled to an option 7 (the 'Option') to purchase 200,000 shares of Common Stock. In accordance with the Agreement, the Option was issued at an exercise price of $4.75 per share, which price was equal to the market price for the Common Stock on April 5, 1995. Under the terms of the Agreement, Mr. MacInnis has been provided with certain benefits customarily accorded to the Company's senior executive officers as well as supplemental benefits such that he will receive the benefits that would have been received if he were fully vested in the Company's Money Purchase Plan and 401(k) Plan. In addition, Mr. MacInnis is entitled to $600 per month for leasing of an automobile (plus maintenance and insurance thereon); reimbursement for all initiation fees and monthly dues for membership in a club suitable for entertaining clients of the Company; all legal expenses incurred by him in connection with the Agreement; and the cost of any increased tax liability to him caused by the receipt of these fringe benefits. If Mr. MacInnis' employment is terminated during the term of the Agreement by the Company other than for Cause (as defined in the Agreement) or he terminates his employment for Good Reason (as defined in the Agreement), Mr. MacInnis will be entitled to receive a cash payment equal to the sum of: (i) the greater of (A) his base salary at the highest annual rate in effect during his employment from the date of termination through December 31, 1997 or (B) two times his base salary at its then current annual rate and (ii) an amount equal to the product of the highest bonus paid to him during his employment (but in no event less than $150,000) times (A) the number of full or partial years remaining from the date of termination through December 31, 1997 or (B) two, whichever is greater; however, in the event of a termination for Good Reason following a Change in Control (as defined in the Agreement), the factor of two in clause (i)(B) and (ii)(B) above will be increased to three. In addition, Mr. MacInnis will be entitled to receive all unpaid amounts in respect of any bonus for any calendar year ending before the date of termination. The Company has an employment contract with Sheldon I. Cammaker, expiring January 31, 1999, pursuant to which Mr. Cammaker serves as a senior executive officer of the Company. Mr. Cammaker received an annual base salary of $406,000 in 1996, which salary increases on the first day of each calendar year during his employment by at least 6%. In addition, pursuant to the terms of his employment contract, Mr. Cammaker is eligible to receive annual bonuses, has been provided with certain benefits customarily accorded the Company's senior executive officers and is provided with the use of a Company automobile. Mr. Cammaker's employment contract provides that, in the event of a Change in Control (as defined in the contract) of the Company and within two years thereafter Mr. Cammaker is terminated or elects to terminate his employment, Mr. Cammaker would be entitled to be paid an amount equal to the sum of (i) $470,000, (ii) $320,000 multiplied by each full calendar year remaining under his employment agreement, and (iii) $320,000 less, with respect to clause (iii), the base salary already paid to him for the year of termination. The Company has entered into employment agreements dated as of January 1, 1996 with Leicle E. Chesser providing for his employment as Executive Vice President and Chief Financial Officer of the Company during the period January 1, 1996 to December 31, 1997, and with Jeffrey M. Levy providing for his employment as Executive Vice President and Chief Operating Officer during the period January 1, 1996 to December 31, 1997; on April 4, 1997 Mr. Levy was elected President of the Company and continues to serve as Chief Operating Officer. Each of those agreements provides that the term of employment will automatically be extended for successive one-year periods unless the Company or the executive gives written notice not to extend at least six months prior to the end of the term or any extended term of the agreement. Pursuant to their agreements, in 1996 Messrs. Chesser and Levy each received an annual base salary of $309,000, which salary is to increase on the first day of each calendar year during their respective employment by an amount determined by the Compensation and Personnel Committee of the Board of Directors of the Company. In addition, each is entitled to receive an annual bonus determined by the Compensation and Personnel Committee. Under the terms of the employment agreements, Messrs. Chesser and Levy each has been provided with certain benefits customarily accorded to the Company's senior executive officers. In addition, Mr. Chesser is entitled to $700 per month, and Mr. Levy is entitled to $655 per month, for leasing of an automobile (plus maintenance and insurance thereon) plus the cost of a lease capital reduction payment; reimbursement for all initiation fees and monthly dues for membership in a club suitable for entertaining clients of the Company; all legal expenses incurred by him in connection with his respective agreement; and the cost of any increased tax liability to him caused by the receipt of these fringe benefits. 8 If Mr. Chesser's or Mr. Levy's employment is terminated during the term of his respective employment agreement by the Company other than for Cause (as defined in the agreement) or he terminates his employment for Good Reason (as defined in the agreement), he will be entitled to receive a cash payment equal to the sum of: (i) the greater of (A) his base salary at the highest annual rate in effect during his employment from the date of termination through December 31, 1997 or (B) one times his base salary at its then current annual rate and (ii) an amount equal to the product of the highest bonus paid to him during his employment times (A) the number of full or partial years remaining from the date of termination through December 31, 1997 or (B) one, whichever is greater; however, in the event of a termination for Good Reason following a Change in Control (as defined in the agreement), the factor of one in clause (i)(B) and (ii)(B) above will be increased to 1.5. In addition, each executive will be entitled to receive all unpaid amounts in respect of any bonus for any calendar year ending before the date of termination. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS During 1996, the Compensation and Personnel Committee of the Board of Directors of the Company was responsible for matters concerning executive compensation. Mr. MacInnis has served as Chairman of the Board and Chief Executive Officer since April 18, 1994; he also served as President of the Company from April 18, 1994 to April 4, 1997. Messrs. Cunningham, Fried and Hopkins, all of whom are non-employee directors, constitute the Compensation and Personnel Committee of the Company's Board of Directors. Mr. Fried is Managing Member of Albert Fried & Company, LLC, which agreed in December 1994 to loan to the Company and certain of its subsidiaries up to $7.0 million as one of several lenders under revolving credit agreements (the 'Credit Agreement') providing a working capital facility of up to an aggregate of $45.0 million. The loans bore interest on the principal amount thereof at the rate of 15% per annum. The Credit Agreement terminated, and the loans outstanding thereunder were repaid, on June 19, 1996. Mr. Fried is Chairman of the Board of Directors of Portec, Inc., and on April 23, 1996, Mr. MacInnis was elected a director of Portec, Inc. DIRECTOR COMPENSATION Each director who is not an officer of the Company ('non-employee director') receives an annual retainer of $30,000 and $1,000 for each meeting of the Board he attends, other than telephonic meetings of the Board in which case each non-employee director who participates receives $500. Each non-employee director also receives $500 for each meeting of a committee of the Board of Directors attended by the director, and each non-employee director who chairs a committee of the Board receives an additional $2,000 per annum. In addition, pursuant to the 1995 Non-Employee Directors' Non-Qualified Stock Option Plan, each non-employee director on June 17, 1996 was granted an option on that date, to purchase 3,000 shares of Common Stock at an exercise price of $17.125 per share. Each person who is hereafter elected or re-elected to serve as a non-employee director (including current non-employee directors) will be granted an option, promptly following his election, to purchase 3,000 shares of Common Stock at an exercise price equal to the fair market value of the shares on the date on which the option is granted. Non-employee directors' options are fully exercisable as of the date of grant. Directors who also serve as officers of the Company do not receive compensation for services rendered as directors. COMPENSATION COMMITTEE REPORT The Compensation and Personnel Committee of the Board of Directors (the 'Compensation Committee') reviews and determines, based on proposals made by the Chief Executive Officer, the compensation of the Company's Chief Operating Officer, Chief Financial Officer and General Counsel as well as the compensation of other officers and employees of the Company and each subsidiary whose annual compensation is $200,000 or more. It also reviews and approves any employment, severance or similar agreements for those individuals. The Compensation Committee is charged with fixing on an annual basis, the compensation of the Chairman of the Board and the Chief Executive Officer, subject to the approval of the Board, and reviewing and recommending to the Board 9 any employment, severance or similar agreement for him. The Compensation Committee also administers the Company's 1994 Management Stock Option Plan and is charged with recommending to the Board for its approval any incentive, benefit, award or bonus plans or programs. The entire Board determines the amount, if any, of the Company's contributions pursuant to its 401(k) Plan. While other compensation decisions generally are not submitted to the Board, the Board has the ultimate power and authority with respect to compensation matters. The members of the Compensation Committee reviewed salaries paid to the named executive officers for 1996 and approved salary increases for 1997 to the named executive officers of the Company as well as bonuses payable in 1997 to them in respect of 1996. The Compensation Committee seeks to compensate executive officers at levels competitive with other companies comparable in size in the same industry and to provide short-term rewards and long-term incentives for superior individual and corporate performance. In making compensation decisions, the Compensation Committee periodically reviews information about the compensation paid or payable to officers of comparably sized public companies (there being no public companies of comparable size to the Company that are in businesses similar to those of the Company), the compensation recommendations of Mr. MacInnis, the Chairman of the Board and Chief Executive Officer of the Company, and reports from outside consultants. The Compensation Committee does not have target amounts of stock ownership for its executive officers. The key components of executive officer compensation are base salary, bonuses and stock options. The Compensation Committee attempts to combine these components in such a way as to attract, motivate and retain key executives critical to the long-term success of the Company. A discussion of the various components of the executives' compensation for 1996 follows. Base Salary. Each executive officer received a base salary and has the potential for annual salary increases largely determined by reference to the salaries of executive officers holding comparable positions in companies of comparable size. Bonuses. Each executive officer was eligible for an annual bonus based upon both his individual performance and the Company's performance. Bonuses were awarded to executive officers in respect of 1996 which took into account their performance and contractual obligations. Stock Options. The Company's 1994 Management Stock Option Plan is intended to provide executives with the promise of longer term rewards which appreciate in value with the favorable future performance of the Company. Other Compensation. The executive officers also participate in the Money Purchase Plan and the 401(k) Plan as well as the medical, life and disability insurance plans available to all employees of the Company. CHIEF EXECUTIVE OFFICER COMPENSATION The minimum compensation of Mr. MacInnis, Chairman of the Board and Chief Executive Officer of the Company, is provided for in his employment agreement described above. Proposals for additional compensation to him are based on the policies described above. As part of its evaluation, the Compensation Committee considered a report by Mr. MacInnis on his activities, the Company's performance, the accomplishment of goals for the Company set by the Board of Directors at the beginning of 1996, and the compensation earned by other chief executive officers of companies of comparable size during the previous year. SECTION 162(M) Section 162(m) of the Internal Revenue Code provides that the deduction by a publicly-held corporation for compensation paid in a taxable year to the Chief Executive Officer and any of the other four most highly compensated executive officers whose compensation is required to be reported in the Summary Compensation Table is limited to $1 million per officer, subject to certain exceptions. The Compensation Committee has taken, and intends to continue to take, such actions as are necessary to reduce, if not eliminate, the Company's non-deductible compensation expense, while maintaining, to the extent possible, the flexibility which the Compensation Committee believes to be an important element of the Company's executive compensation program. By the Compensation and Personnel Committee: Malcolm T. Hopkins, Chairperson, Thomas D. Cunningham and Albert Fried, Jr. 10 PERFORMANCE GRAPH Proxy disclosure rules promulgated by the Securities and Exchange Commission require inclusion of a graph presentation comparing cumulative five-year stockholder returns on an indexed basis with the S&P 500 Index and either a nationally recognized industry standard or an index of peer companies selected by the Company. Since the common stock of the Company outstanding prior to its reorganization was extinguished pursuant to its Plan of Reorganization and the Common Stock of the Company as reorganized has been traded only since the effective date of its Plan of Reorganization, such five-year presentation is not possible. Under such circumstances, the Company is required instead to present such information for the period since such shares were issued. The following performance graph compares the Company's total stockholder return on its Common Stock as compared to the S&P 500 Index and a peer group index consisting of The Turner Corporation and Perini Corporation since January 6, 1995. Prior to that date, prices for the Company's Common Stock were not readily available. The following performance graph assumes $100 was invested on January 6, 1995 in Common Stock of the Company and in each of the indices and assumes reinvestment of all dividends. None of the Company's peers in its mechanical and electrical contracting and its facilities services business is publicly traded. Accordingly, the Company selected two general contractors that serve similar marketplaces and are impacted by similar market conditions to the Company. COMPARATIVE TWENTY-SEVEN MONTH TOTAL RETURNS [PERFORMANCE GRAPH] Emcor S&P 500 Peer Group ----- ------- ---------- Jan 6, 1995 100 100 100 Mar 31, 1995 112.5 109.02 101.15 Jun 30, 1995 175 118.61 115.27 Sep 30, 1995 186.11 127.25 126.61 Dec 31, 1995 213.89 134.11 94.76 Mar 31, 1996 269.44 140.55 103.61 Jun 30, 1996 336.11 146.02 133.7 Sep 30, 1996 336.11 171.43 115.42 Dec 31, 1996 305.56 161.29 103.79 Mar 31, 1997 327.78 164.85 110.06 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Albert Fried, Jr. and Kevin C. Toner are directors of the Company and both had a material interest in revolving credit agreements, dated December 14, 1994, which provided the Company and certain of its subsidiaries with working capital facilities of up to an aggregate of $45.0 million which revolving credit agreements terminated June 19, 1996. Albert Fried, Jr. is Managing Member of Albert Fried & Company, LLC, which had agreed to loan up to $7.0 million as one of the lenders under the revolving credit agreements. Kevin C. Toner had agreed to loan up to $1.0 million as one of the lenders under the revolving credit agreements. In addition, UBS Mortgage Finance Inc., an affiliate of UBS Securities Inc., Mr. Toner's former employer, had agreed to loan up to $2.0 million as one of the lenders under the revolving credit agreements. All the loans bore interest on the principal amount thereof at the rate of 15% per annum. 11 RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS The Audit Committee of the Board of Directors has appointed Arthur Andersen LLP, certified public accountants, as independent public accountants to audit the accounts of the Company and its subsidiaries for 1997. Arthur Andersen LLP acted as the Company's independent public accountants for 1996 and 1995 pursuant to appointment by the Audit Committee. Arthur Andersen LLP was first appointed the Company's independent public accountants for 1995 by the Audit Committee on September 19, 1995 succeeding Deloitte & Touche LLP which acted as the Company's independent public accountants for 1994. Representatives of Arthur Andersen LLP will be present at the annual meeting to respond to appropriate questions, and will have an opportunity to make a statement if they desire to do so. The report of the Company's independent public accountants on the Company's financial statements for its two most recent fiscal years ended December 31, 1996 did not contain an adverse opinion, disclaimer of opinion or qualification as to uncertainty, audit scope, or accounting principles. During the Company's two most recent fiscal years ended December 31, 1996, there were no disagreements with Arthur Andersen LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Arthur Andersen LLP, would have caused that firm to make reference to the subject matter of such disagreements in connection with its reports. During the Company's two most recent fiscal years ended December 31, 1996, there were no reportable events of the type described in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote thereon is required for approval of the appointment of independent public accountants. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 1997. STOCKHOLDERS' PROPOSALS Stockholders' proposals must be received by the Company at its headquarters in Norwalk, Connecticut on or before February 20, 1998 in order to be considered for inclusion in next year's Proxy Statement. OTHER INFORMATION The cost of soliciting proxies will be borne by the Company. The Company expects to solicit proxies primarily by mail. Proxies also may be solicited personally and by telephone by certain officers and regular employees of the Company. Morrow & Co., Inc. has been retained for solicitation of all brokers and nominees for a fee of $3,000 plus customary out-of-pocket expenses. The Company may reimburse brokers and other nominees for their expenses in communicating with the persons for whom they hold Common Stock of the Company. The Board of Directors is aware of no other matters that are to be presented to the stockholders for formal action at the Annual Meeting. If, however, any other matters properly come before the meeting or any adjournments thereof, it is the intention of the persons named in the enclosed proxy to vote in accordance with their judgment in such matters. UPON THE WRITTEN REQUEST OF ANY STOCKHOLDER OF RECORD ON APRIL 23, 1997, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 (EXCLUDING EXHIBITS) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE SUPPLIED WITHOUT CHARGE. REQUESTS SHOULD BE DIRECTED TO JOSEPH W. BARNETT, SECRETARY, EMCOR GROUP, INC., 101 MERRITT SEVEN CORPORATE PARK, NORWALK, CONNECTICUT 06851. BY ORDER OF THE BOARD OF DIRECTORS JOSEPH W. BARNETT Secretary April 29, 1997 12 EMCOR GROUP, INC. ANNUAL MEETING OF STOCKHOLDERS JUNE 20, 1997 The undersigned hereby appoints Frank T. MacInnis, Sheldon I. Cammaker and Leicle E. Chesser, and each of them, with full power to act without the other and with full power of substitution, as proxies to represent and to vote, as directed herein, all shares the undersigned is entitled to vote at the annual meeting of the stockholders of EMCOR Group, Inc. to be held in the James Madison Room, Princeton Club, New York, New York on Friday, June 20, 1997 at 10:00 a.m., and all adjournments thereof, as follows: PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY USING THE ENCLOSED POSTAGE PREPAID ENVELOPE. Unless otherwise marked, the proxies are appointed with authority to vote "FOR" all nominees for election and "FOR" the appointment of independent public accountants. (Continued and to be signed on the reverse side.) EMCOR GROUP, INC. P.O. BOX 11079 NEW YORK, N.Y. 10203-0079 The Board of Directors recommends a vote "FOR" all nominees in Item 1 and "FOR" Item 2. 1. Election of Directors FOR all nominees listed below WITHHOLD AUTHORITY to vote for all nominees listed below. *EXCEPTIONS Nominees: F. MacInnis, S. Bershad, D. Brown, T. Cunningham, A. Fried, M. Hopkins, K. Toner (INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and write that nominee's name in the space provided below.) *Exceptions ____________________________________________________________________ 2. Appointment of Independent Public Accountants. FOR AGAINST ABSTAIN Change of Address and/or Comments Mark Here [INDICIA] In their discretion to vote upon other matters that may properly come before the meeting Please sign exactly as your name appears to the left. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. Dated: ____________________________, 1997 _________________________________________ Signature _________________________________________ Signature Voters must be indicated (x) in Black or Blue ink. X Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. -----END PRIVACY-ENHANCED MESSAGE-----