SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 1, 2002
EMCOR GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-2315 11-2125338
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(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
101 Merritt Seven
Norwalk, CT 06851
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 849-7800
Item 2. Acquisition or Disposition of Assets.
On March 1, 2002, EMCOR-CSI Holding Co. ("EMCOR Holding"), a Delaware
corporation and wholly-owned subsidiary of EMCOR Group, Inc. (the "Company"),
acquired all the outstanding capital stock of, and ownership interests in, 19
subsidiaries of Comfort Systems USA, Inc., a Delaware corporation ("Comfort
Systems"). EMCOR Holding paid approximately $164.25 million in cash and
assumed approximately $22 million of Comfort Systems notes payable to former
owners of certain of the acquired companies. Of the cash consideration paid in
the transaction, $50 million was obtained as a revolving loan under the
Company's amended and restated credit facility, dated as of December 22, 1998,
with a group of banks led by Harris Trust and Savings Bank, as agent, while
the balance of the cash purchase price was provided by the Company from its
own available funds.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Financial statements required by this item shall be filed not later
than 60 days after the date that this report is required to be filed.
(b) Pro forma financial information.
Financial statements required by this item shall be filed not later
than 60 days after the date that this report is required to be filed.
(c) Exhibits.
2.1 Purchase Agreement, dated as of February 11, 2002, by and
among Comfort Systems USA, Inc. and EMCOR-CSI Holding Co.
(filed as Exhibit 2.1 to the Company's Current Report on
Form 8-K, dated as of February 14, 2002 and incorporated
herein by reference.)
99.1 Press Release dated March 4, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
EMCOR GROUP, INC.
DATED: March 13, 2002 By: /s/ Sheldon I. Cammaker
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Name: Sheldon I. Cammaker
Title: Executive Vice President
Exhibit Index
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Exhibit Description
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2.1 Purchase Agreement, dated as of February 11, 2002, by and among
Comfort Systems USA, Inc. and EMCOR-CSI Holding Co.
(filed as Exhibit 2.1 to the Company's Current Report on Form 8-K,
dated as of February 14, 2002 and incorporated herein by reference.)
99.1 Press Release dated March 4, 2002.