FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 8, 2002
EMCOR GROUP, INC.
(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 (I.R.S. Employer
incorporation or organization) Number) identification number)
101 Merritt Seven Corporate Park
Norwalk, Connecticut 06851-1060
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (203) 849-7800
Item 9. Regulation FD Disclosure
On August 8, 2002, the Principal Executive Officer, Frank T. MacInnis and
Principal Financial Officer, Leicle E. Chesser, of EMCOR Group, Inc. submitted
to the SEC sworn statements pursuant to Securities and Exchange Commission Order
No. 4-460.
A copy of each of these statements is attached hereto as an Exhibit (99.1
and 99.2).
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 thereunto duly authorized.
EMCOR Group, Inc
/s/ Mark A. Pompa
---------------------------------
By: Mark A. Pompa
Vice President and Controller
Exhibit Index
Exhibit (99.1): Statement Under Oath of Principal Executive Officer Dated August
8, 2002
Exhibit (99.2): Statement Under Oath of Principal Financial Officer Dated August
8, 2002
Exhibit 99.1
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Frank T. MacInnis, principal executive officer of EMCOR Group, Inc., state
and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
EMCOR Group, Inc., and, except as corrected or supplemented in a subsequent
covered report:
o no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date on
which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the period
covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the year ended December 31, 2001 of
EMCOR Group, Inc. filed with the Commission;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of EMCOR Group, Inc. filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ Frank T. MacInnis Subscribed and sworn to
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Frank T. MacInnis before me this 8th day of
August 8, 2002 August, 2002.
/s/ Madeleine M. Avnayim
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Notary Public
My Commission Expires:
01/31/2006
Exhibit 99.2
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Leicle E. Chesser, principal financial officer of EMCOR Group, Inc., state
and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
EMCOR Group, Inc., and, except as corrected or supplemented in a subsequent
covered report:
o no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date on
which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the period
covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the year ended December 31, 2001 of
EMCOR Group, Inc. filed with the Commission;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of EMCOR Group, Inc. filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ Leicle E. Chesser Subscribed and sworn to
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Leicle E. Chesser before me this 8th day of
August 8, 2002 August, 2002.
/s/ Madeleine M. Avnayim
--------------------------
Notary Public
My Commission Expires:
01/31/2006