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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 13, 2002
EMCOR GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-2315 11-2125338
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NO.)
101 MERRITT SEVEN
NORWALK, CT 06851
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 849-7800
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 1, 2002, EMCOR-CSI Holding Co., a Delaware corporation and a
wholly-owned subsidiary of EMCOR Group, Inc., a Delaware corporation, acquired
from Comfort Systems USA, Inc., a Delaware corporation, all the ownership
interests in CSUSA Holdings, LLC, a Delaware limited liability company
("Comfort"). Comfort owns all the capital stock of and ownership interests in 19
entities. (Such entities and Comfort are collectively referred to herein as the
"Comfort Systems Subsidiaries"). This Form 8-K/A is being filed for the purpose
of providing the required pro forma financial information and the audited
combined financial statements for the Comfort Systems Subsidiaries for the year
ended December 31, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The audited combined financial statements for the year ended December 31,
2001, for the Comfort Systems Subsidiaries, including the related auditors'
report, are included as Exhibit 99.2.
(B) PRO FORMA FINANCIAL INFORMATION.
The required unaudited pro forma condensed combined financial information,
which reflects the acquisition of the Comfort Systems Subsidiaries, are included
as Exhibit 99.3 hereto.
(C) EXHIBITS.
2.1 Purchase Agreement, dated as of February 11, 2002, by and among Comfort
Systems USA, Inc. and EMCOR-CSI Holding Co., a wholly-owned subsidiary of EMCOR
Group, Inc. ("EMCOR") (filed as Exhibit 2.1 to EMCOR's Current Report on Form
8-K, dated as of February 14, 2002 and incorporated herein by reference.)
23 Consent of Arthur Andersen LLP
99.1 Press Release dated March 4, 2002 (filed as Exhibit 99.1 to EMCOR's
Current Report on Form 8-K, dated as of March 13, 2002 and incorporated herein
by reference).
99.2 The audited combined financial statements for the year ended December
31, 2001 for the Comfort Systems Subsidiaries, including the related auditors'
report.
99.3 Unaudited pro forma condensed combined financial information, which
reflects the acquisition of the Comfort Systems Subsidiaries.
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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: May 13, 2002 By: /s/ Mark A. Pompa
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Name: Mark A. Pompa
Title: Vice President
and Controller
(Principal Accounting
Officer)
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EXHIBIT INDEX
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., a wholly-owned subsidiary
of EMCOR Group, Inc. ("EMCOR") (filed as Exhibit 2.1 to EMCOR's Current
Report on Form 8-K, dated as of February 14, 2002 and incorporated
herein by reference.)
23 Consent of Arthur Andersen LLP
99.1 Press Release dated March 4, 2002 (filed as Exhibit 99.1 to EMCOR's
Current Report on Form 8-K, dated as of March 13, 2002 and incorporated
herein by reference.)
99.2 The audited combinbed financial statements for the year ended December
31, 2001 for the Comfort Systems Subsidiaries, including the related
auditors' report.
99.3 Unaudited pro forma condensed combined financial information, which
reflects the acquisition of certain of the Comfort Systems
Subsidiaries.
3