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EMCOR Group Annual Report (Amendment), Year Ended Dec 31, 1998

Filing Date
Filed April 30, 1999
Period End
December 31, 1998
Security
EME
In the record · 2016–202610-K1110-Q338-K77

EME filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 77 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Aug ’16Aug ’16
  2. FY2018 annual report10-K · Feb ’19Feb ’19
  3. Leadership change8-K · Jun ’21Jun ’21
  4. Leadership change8-K · Oct ’25Oct ’25

01—Abstract

Summary

Summary of the 10-K/A filed April 30, 1999. Cited figures are marked; the original filing is the authoritative source.

This filing is EMCOR Group, Inc.'s Form 10-K/A (Amendment No. 1) for fiscal year 1998, filed April 30, 1999.

It contains only Part III information (directors, executive officers, compensation, ownership, and related transactions). It does not include financial statements, revenue, earnings, or a business description, so it cannot be used to assess the company's 1998 operating or financial performance. Investors should consult the original 10-K for those details.

The filing shows a company with a concentrated leadership structure. Frank T. MacInnis serves as Chairman and CEO and holds the most significant compensation package, with a 1998 salary of $700,000,a an $800,000 bonus, and a 200,000-share option grant at $19.75 tied partly to stock price hurdles of $25 to $40.

Jeffrey M. Levy, President and COO, earned a $400,000b bonus. Employment agreements run through December 31, 2000, and Continuity Agreements provide severance of three times salary and bonus following a change of control, which is defined as a 25% acquisition of voting securities.

Investors should weigh these change-in-control protections in any takeover analysis. Ownership is held in part by large outside holders. Steven A.

Van Dyke reported 14.7%c, Oaktree Capital Management 13.1%, and Cumberland Associates 8.1%, with shares outstanding of about 9.67 million as of April 15, 1999. The performance graph shows EMCOR's stock rising from a base of 100 in January 1995 to 358 by December 1998, though it declined sharply in late 1998 and has since recovered.

The peer group is limited to The Turner Corporation, Perini Corporation, and MYR Group. Aggregate non-affiliate market value was approximately $160 milliond.

02—Key points

Key Highlights

  1. Filing type: Form 10-K/A Amendment No. 1 covering only Part III (Items 10-13); no financial statements are included, so revenue and earnings data are not available here.
  2. CEO Frank T. MacInnis received a 1998 total of $800,000 bonus on $700,000 salary, plus a 25,000-share annual option grant and a separate 200,000-share option at $19.75 vesting on performance hurdles from $25 to $40.
  3. Change-of-control protections: Continuity Agreements provide severance of three times salary and bonus for executives, and employment agreements for MacInnis and Levy increase severance to three times following a change of control.
  4. Major holders: Steven A. Van Dyke (14.7%), Oaktree Capital Management (13.1%), Cumberland Associates (8.1%), and Donaldson, Lufkin & Jenrette (5.3%).
  5. Directors and officers as a group beneficially own 5.7% of common stock, including about 551,000 shares issuable under exercisable options.
  6. Shares outstanding were 9,667,003 as of April 15, 1999, with non-affiliate market value of roughly $160 million.
  7. Stock performance: the performance graph shows EMCOR's index at 358 at year-end 1998 versus 100 at the January 1995 base, while the peer index fell to 138 over the same period.

03—Questions

Frequently Asked Questions

  1. Does this filing contain EMCOR's 1998 financial results?

    No. This 10-K/A amendment includes only Part III items covering directors, executive compensation, security ownership, and related transactions. Financial statements and the business description are in the original 10-K, which is not part of this document.

  2. How much is the CEO paid?

    Frank T. MacInnis earned a 1998 salary of $700,000, a bonus of $800,000, and other compensation of $31,787, plus 25,000 stock options at $20.00. His 1999 base salary is set at $725,000, with a minimum target bonus of $600,000.

  3. What happens to executives if the company is acquired?

    A change of control is defined to include acquisition of 25% or more of voting securities, a merger leaving less than 65% of voting securities held by prior shareholders, or incumbent directors ceasing to be a majority over two years. Following such an event, severance is generally three times base salary plus bonus, with three years of insurance continuation and outplacement support.

  4. Who are the largest shareholders?

    As of April 15, 1999, Steven A. Van Dyke held 14.7%, Oaktree Capital Management 13.1%, Cumberland Associates 8.1%, and Donaldson, Lufkin & Jenrette 5.3%. These are based on filings made with the SEC on Schedules 13D and 13G.

  5. How has the stock performed since listing?

    Since trading began on January 6, 1995, EMCOR's indexed value reached 358.33 at December 31, 1998, versus 267.65 for the S&P 500 and 138.32 for the peer group. The stock fell sharply in the second half of 1998 before recovering into early 1999, reaching 381.94 by March 31, 1999.

04—Continue

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