01—Abstract
Summary
Summary of the 10-K/A filed April 28, 2000. Cited figures are marked; the original filing is the authoritative source.
This filing is Amendment No. 1 (Form 10-K/A) to EMCOR Group, Inc.'s annual report for fiscal year 1999.
It contains only Part III information (directors, executive officers, compensation, and beneficial ownership) and omits the business description, financial statements, and MD&A, so it cannot be used to assess EMCOR's 1999 revenue, earnings, or balance sheet. As of April 17, 2000, the company had 10,457,592 common shares outstanding, and non-affiliates held roughly $193.4 milliona of stock. The stock closed at $18.25 on Nasdaq on December 31, 1999.
The main investor-relevant content concerns governance and pay. Chairman and CEO Frank T. MacInnis received a $725,000b salary and a $900,000 bonus for 1999, and was granted 200,000 options at $19.75 with performance-based vesting tied to stock prices of $25 to $40.
Several executive employment and continuity agreements run through December 31, 2000 and include change-of-control provisions that raise severance multiples from two to three times salary and bonus. Former Executive Vice President Thomas D. Cunningham left on January 31, 2000, with 1999 compensation reported at $1,007,200,c mostly severance.
Ownership is concentrated. Steven A. Van Dyke reported 13.6%d of shares, and Oaktree Capital Management, Artisan Investment Corporation, and Cumberland Associates each reported between 7% and 9.5%.
All directors and executive officers as a group beneficially owned about 12%, including options exercisable within 60 days. Item 13 (related party transactions) states 'None.'
02—Key points
Key Highlights
- Filing is a Part III-only amendment; it omits financial statements, business description, and MD&A, so no 1999 financial performance is reported.
- Shares outstanding were 10,457,592 as of April 17, 2000, with non-affiliate market value of about $193.4 million; Nasdaq closing price on December 31, 1999 was $18.25.
- CEO Frank T. MacInnis earned a $725,000 salary and $900,000 bonus in 1999 and received a 200,000-share option grant at $19.75 with price-based vesting from $25 to $40.
- Change-of-control protections raise severance multiples to three times salary and bonus for key executives (MacInnis, Levy, Cammaker, Chesser), with 280G excise tax gross-up provisions.
- Steven A. Van Dyke is the largest reported holder at 13.6%, followed by Oaktree (9.4%), Artisan (9.3%), and Cumberland Associates (7.2%); directors and officers as a group hold about 12%.
- Former EVP Thomas D. Cunningham departed January 31, 2000, with 1999 compensation of $1,007,200 including severance, outplacement, and extended option exercise rights.
- Item 13 reports no related-party transactions.
03—Questions
Frequently Asked Questions
Does this filing include EMCOR's 1999 revenue, earnings, or financial statements?
No. This 10-K/A amends only Part III (Items 10 through 13) and does not include financial statements, MD&A, or a business description. Investors need the original 10-K for 1999 financial results.
How much did the CEO earn in 1999?
Frank T. MacInnis received a salary of $725,000, a bonus of $900,000, other annual compensation of $6,375, and $8,400 in other compensation, plus options on 225,000 shares in 1999, including the 200,000-share grant at $19.75.
Who are the largest shareholders?
As of April 17, 2000, Steven A. Van Dyke held about 13.6% (1,421,967 shares, including convertible debenture shares), Oaktree Capital Management about 9.4%, Artisan Investment Corporation about 9.3%, Cumberland Associates about 7.2%, and Albert Fried & Company about 5.1%.
Are there change-of-control payments that could affect shareholders?
Yes. Continuity and employment agreements with MacInnis, Levy, Cammaker, and Chesser provide severance of up to three times base salary and bonus after a change of control, with excise tax gross-ups under Section 280G. These terms could raise acquisition costs for a potential buyer.
04—Continue