SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN 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 [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
EMCOR GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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
knowledge in action(TM)
EMCOR GROUP, INC.
301 Merritt Seven
Norwalk, Connecticut 06851
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NOTICE OF SPECIAL MEETING
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To the Stockholders of EMCOR Group, Inc.
A Special Meeting of Stockholders of EMCOR Group, Inc. (the "Company")
will be held at the offices of the Company, 301 Merritt Seven, Norwalk,
Connecticut 06851, on January 27, 2006 at 10:00 A.M. (local time) for the
following purposes:
1. To approve an amendment to the Company's Restated Certificate of
Incorporation, as amended, to increase the number of authorized
shares of Common Stock from 30,000,000 to 80,000,000 shares.
2. 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 December 27,
2005 as the record date for determination of stockholders entitled to receive
notice of, and to vote at, the Special 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
Sheldon I. Cammaker
SECRETARY
Norwalk, Connecticut
December 30, 2005
[LOGO] EMCOR
knowledge in action(TM)
EMCOR GROUP, INC.
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PROXY STATEMENT
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SPECIAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 27, 2006
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The enclosed proxy is solicited by the Board of Directors of EMCOR
Group, Inc., a Delaware corporation (the "Company"), for use at a Special
Meeting of Stockholders (the "Special Meeting") to be held at 10:00 A.M. (local
time) on January 27, 2006 at the offices of the Company, 301 Merritt Seven,
Norwalk, Connecticut 06851 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 duly executing a proxy bearing a later date and presenting
it to the Secretary of the Company, or by attending the Special Meeting and
voting in person. Unless otherwise specified, the proxies from holders of the
Company's Common Stock, par value $.01 per share ("Common Stock"), will be voted
in favor of the proposal set forth in the Notice of Special Meeting.
As of December 27, 2005, the Company had outstanding 15,551,883 shares
of Common Stock. Only stockholders of record of Common Stock at the close of
business on December 27, 2005 (the "Record Date") are entitled to notice of, and
to vote at, the Special Meeting. Each share of Common Stock entitles the holder
to one vote at the Special Meeting. The mailing address of the principal
executive office of the Company is 301 Merritt Seven, 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 December 30,
2005.
On December 15, 2005, the Company's Board of Directors unanimously
adopted a resolution declaring it advisable to amend Article Fourth of the
Company's Restated Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), subject to stockholder approval, to increase the number of
shares of Common Stock authorized for issuance under the Certificate of
Incorporation from 30,000,000 to 80,000,000. The proposed amendment to
effectuate the increase in the Company's authorized Common Stock is attached
hereto as Exhibit A (the "Amendment").
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 Special Meeting.
Assuming the presence of a quorum at the Special Meeting, the affirmative vote
of the holders of a majority of the outstanding shares of Common Stock entitled
to vote thereon is required for the adoption of the Amendment. With respect to
an abstention from voting on the proposal and broker "non-votes," the shares
will be considered present and entitled to vote at the Special Meeting for
purposes of determining a quorum. A broker "non-vote" occurs if a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on the proposal. Accordingly, abstentions and broker
"non-votes" will have the effect of a vote against the proposal.
AMENDMENT TO CERTIFICATE OF INCORPORATION
If approved by the stockholders, the proposed Amendment will increase
the authorized Common Stock from 30,000,000 to 80,000,000 shares.
The stockholders are being asked to vote in favor of the proposed
Amendment. If the Amendment is approved, it will become effective upon the
filing of the Amendment with the Secretary of State of the State of Delaware. To
the extent not used to effect the 2-for-1 stock split described below and not
reserved for issuance in respect of equity based compensation plans and
programs, the authorized but unissued shares of Common Stock would be available
for issuance from time to time for such purposes and for such consideration as
the Board of Directors may determine to be appropriate without further action by
the stockholders, except as may be required by law or the applicable regulations
of the New York Stock Exchange.
The additional shares of authorized Common Stock, when issued, would
have the same rights and privileges as the shares of Common Stock currently
issued and outstanding.
If the proposed Amendment is not approved by stockholders, the
Amendment will not be adopted and the 2-for-1 stock split described below will
not be implemented.
PURPOSES OF THE PROPOSED AMENDMENT
The primary purpose of the proposed Amendment is to provide a
sufficient number of shares of Common Stock to effect a 2-for-1 stock split in
the form of a 100% stock distribution declared by the Board of Directors on
December 15, 2005, subject to stockholder approval. Pursuant to the stock
distribution, each stockholder of record on January 30, 2006 would be entitled
to receive one additional share of Common Stock for each share of Common Stock
held on January 30, 2006.
Assuming stockholder approval of the Amendment, as of the Record Date,
the Company would have 64,448,117 shares of Common Stock authorized and
available for issuance. With respect to such shares authorized and available for
issuance after giving effect to the Amendment, it is contemplated that
15,551,883 shares would be issued in respect of the 2-for-1 stock split and, in
order to prevent dilution under the Company's equity based plans and programs,
2,541,476 shares would be added to the number currently reserved for issuance
under such plans and programs, of which 1,264,935 shares would be issuable under
stockholder approved plans and programs and 1,276,541 shares would be issuable
under plans and programs not approved by stockholders; therefore, leaving a net
number of 43,813,282 shares of Common Stock authorized and available for future
issuance.
In order to have additional authorized but unissued shares of Common
Stock available for issuance to meet business needs as they arise without the
expense or delay of another special meeting of stockholders to approve
additional authorized shares at that time, the Board of Directors believes that
it is in the Company's best interest to increase the number of shares of Common
Stock beyond the number necessary to effect the stock split and to be reserved
for issuance under equity based plans and programs. Such business needs may
include future stock dividends or splits, equity financings, acquisitions,
adoption of new or modifying current employee benefit plans and other proper
corporate purposes identified by the Board of Directors in the future. However,
any future issuance of such shares of Common Stock of the Company would remain
subject to separate stockholder approval if required by law or the applicable
regulations of the New York Stock Exchange. Other than with respect to the
planned 2-for-1 stock split and the increase of shares reserved for issuance
under equity based compensation plans and programs discussed previously, the
Company has no existing or proposed plans, agreements or understandings to
issue, or reserve for issuance, any of the additional shares of Common Stock
that would be authorized by the proposed Amendment.
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OTHER POTENTIAL EFFECTS OF THE PROPOSED AMENDMENT
There are numerous situations where the Company may issue additional
shares of Common Stock without seeking stockholder approval. The issuance of
additional shares of Common Stock, other than in connection with a stock split,
could have a dilutive effect on earnings per share, voting power and holdings of
current stockholders. Under the Company's Certificate of Incorporation, its
stockholders do not have preemptive rights to subscribe for additional
securities that may be issued by the Company. In addition, the proposed
Amendment, could, under certain circumstances, have an anti-takeover effect.
However, the Board of Directors does not intend or view the increase in the
authorized Common Stock as an anti-takeover measure, and the Board of Directors
is not aware of any proposed or contemplated transaction of such type.
BOARD RECOMMENDATION
The Board of Directors recommends a vote "FOR" the approval of the
Amendment to the Certificate of Incorporation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of December 27, 2005, certain
information regarding beneficial ownership of the 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 as of such date.
Amount and Nature Percent
Name and Address of Beneficial Owner of Beneficial Ownership Owned
------------------------------------ ----------------------- -------
FMR Corp ................................ 1,970,372(1) 13%
82 Devonshire Street
Boston, Massachusetts 02109
The TCW Group, Inc. ..................... 1,888,748(2) 12%
86 South Figueroa Street
Los Angeles, California 90017
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(1) Based on a Schedule 13G Information Statement filed by FMR Corp. ("FMR"),
Edward C. Johnson, 3rd ("Mr. Johnson") and Abigail P. Johnson
(collectively, the "Reporting Persons"). The Schedule 13G Information
Statement discloses that the Reporting Persons own beneficially 1,970,372
shares of Common Stock, have sole power to vote or to direct the vote of
20,500 of such shares, sole power to dispose or to direct the disposition
of the 1,970,372 shares, and the interest of Fidelity Low Price Stock Fund
in such shares amounted to 1,467,872 shares. The Schedule 13G also
discloses that Fidelity Management & Research Company ("Fidelity"), a
wholly owned subsidiary of FMR and an investment adviser, is the
beneficial owner of 1,949,872 of such 1,970,372 shares as a result of
acting as investment adviser to various investment companies, including
Fidelity Low Price Stock Fund, and that Mr. Johnson, Chairman of FMR, and
FMR, through its control of Fidelity and certain investment companies,
each has sole power to dispose of the 1,949,872 shares, that neither FMR
nor Mr. Johnson has sole power to vote or direct the voting of such
1,949,872 shares, that Fidelity Management Trust Company ("FMT"), a
subsidiary of FMR, is the beneficial owner of 20,500 of such 1,970,372
shares of Common Stock, that Mr. Johnson and FMR, through its control of
FMT, each has sole dispositive power over the 20,500 shares and sole power
to vote or to direct the voting of such 20,500 shares.
(2) Based on a Schedule 13G Information Statement filed by The TCW Group, Inc.
("TCW") on behalf of the TCW Business Unit, which consists of TCW and its
direct and indirect subsidiaries. The Schedule 13G discloses that the TCW
Business Unit has shared power to vote or direct the vote of 1,771,938 of
such shares and has shared power to dispose or to direct the disposition
of 1,888,748 shares.
-3-
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of December 27, 2005, certain
information regarding the beneficial ownership of the Common Stock by each of
the Company's directors, its Chief Executive Officer, each of the other four
most highly compensated executive officers of the Company, 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 Owned
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Frank T. MacInnis .............. 699,150(2) 4.5%
Stephen W. Bershad ............. 65,994(3) *
David A.B. Brown ............... 49,994(3) *
Larry J. Bump .................. 32,894(3) *
Albert Fried, Jr. .............. 65,494(3) *
Richard F. Hamm, Jr. ........... 44,994(3) *
Michael T. Yonker .............. 34,327(3) *
Anthony J. Guzzi ............... 46,244(2) *
Sheldon I. Cammaker ............ 139,701(2) *
Leicle E. Chesser .............. 157,823(2) 1.0%
R. Kevin Matz .................. 124,898(2) *
All directors and executive
officers as a group .......... 1,546,527(4) 9.9%
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* 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, as amended.
All percentages set forth in this table have been rounded.
(2) Includes in the case of Mr. MacInnis 549,107 shares, in the case of Mr.
Guzzi 26,833 shares, in the case of Mr. Cammaker 128,778 shares, in the
case of Mr. Chesser 128,778 shares, and in the case of Mr. Matz 108,853
shares, that may be acquired upon the exercise of presently exercisable
options or options exercisable within 60 days of the date hereof and
granted pursuant to the Company's stock option plans and programs. Also
includes in the case of Mr. MacInnis 27,531 shares, in the case of Mr.
Guzzi 12,500 shares, in the case of Mr. Cammaker 8,959 shares, in the case
of Mr. Chesser 12,255 shares, and in the case of Mr. Matz 8,670 shares to
be issued in respect of restricted stock units.
(3) Includes in the case of Mr. Bershad 50,994 shares, in the case of Mr.
Brown 47,994 shares, in the case of Mr. Bump 32,894 shares, in the case of
Mr. Fried 50,994 shares, in the case of Mr. Hamm 44,994 shares, and in the
case of Mr. Yonker 34,327 shares, that may be acquired upon exercise of
presently exercisable options or options exercisable within 60 days of the
date hereof and granted pursuant to the Company's stock option plans and
programs for non-employee directors.
(4) Includes 1,282,633 shares that may be acquired upon the exercise of
presently exercisable options or options exercisable within 60 days of the
date hereof and granted pursuant to the Company's stock option plans and
programs and 76,842 shares to be issued in respect of restricted stock
units.
OTHER MATTERS
STOCKHOLDER PROPOSALS. Stockholder proposals must have been received by
the Company at its headquarters in Norwalk, Connecticut on or before December
28, 2005 in order to be considered for inclusion in next year's Proxy Statement
for the Annual Meeting of Stockholders.
The Company's bylaws set forth advance notice provisions and procedures
to be followed by stockholders who wish to bring business before an annual
meeting of stockholders or who wish to nominate candidates for election to the
Board of Directors. A stockholder may propose business to be included in the
agenda of an annual meeting only if written notice of such stockholder's intent
is given to the Secretary of the Company, not earlier than 90 days nor later
than 60 days in advance of the anniversary of the date of the immediately
preceding annual meeting, or if the date of the annual meeting occurs more than
30 days before or 60 days after the anniversary of such immediately preceding
annual meeting, not later than the close of business on the later of (a) the
sixtieth day prior to such annual meeting and (b) the tenth day following the
date on which a public announcement of the date of such meeting is first made.
Each such notice must set forth certain background and other information
specified in the bylaws, including a description of the proposed business and
the reasons for conducting such business at the annual meeting.
-4-
A stockholder may nominate candidates for election to the Board of
Directors at an annual meeting only if written notice of such stockholder's
intent to make such nomination is given to the Secretary of the Company not
earlier than 90 days nor later than 60 days in advance of the anniversary of the
date of the immediately preceding annual meeting, or if the date of the annual
meeting occurs more than 30 days before or 60 days after the anniversary of such
immediately preceding annual meeting not later than the close of business on the
later of (a) the sixtieth day prior to such annual meeting and (b) the tenth day
following the date on which a public announcement of the date of such meeting is
first made. Each such notice must set forth certain background and other
information specified in the bylaws.
The time limits described above also apply in determining whether
notice is timely for purposes of Rule 14a-4(c)(1) under the Securities Exchange
Act of 1934 relating to exercise of discretionary voting authority, and are
separate from and in addition to the Securities and Exchange Commission's
requirements that a stockholder must meet to have a proposal included in the
Company'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. D.F. King & Co., Inc. has been retained for solicitation of all
brokers and nominees for a fee of $7,500, 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.
The Board of Directors is aware of no other matters that are to be
presented to the stockholders for formal action at the Special 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 on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
SHELDON I. CAMMAKER
SECRETARY
December 30, 2005
-5-
Exhibit A
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
EMCOR GROUP, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter referred to as the "Corporation")
is EMCOR Group, Inc.
2. The Restated Certificate of Incorporation of the Corporation is hereby
amended by deleting Article FOURTH thereof and by substituting in lieu of
said Article the following new Article:
"FOURTH. The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is Eighty One Million (81,000,000)
shares, consisting of Eighty Million (80,000,000) shares of Common Stock, of a
par value of $.01 per share, and One Million (1,000,000) shares of Preferred
Stock, of a par value of $.10 per share, in such series and with such voting
powers, designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, as may
be fixed from time to time by resolution or resolutions of the Board of
Directors for each series."
3. The amendment of the Restated Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
Executed on _____________, 2006
Frank T. MacInnis
Chairman of the Board of Directors
A-1