SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002 Commission file number 0-2315
EMCOR GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2125338
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification number)
301 Merritt Seven Corporate Park
Norwalk, Connecticut 06851-1060
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (203) 849-7800
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.01 per share
(Title of each class)
New York Stock Exchange
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
The aggregate market value of the Registrant's voting common stock held by
non-affiliates of the Registrant as of June 28, 2002, the last business day of
the Registrant's most recently completed second fiscal quarter, was
approximately $875,000,000.
Number of shares of Common Stock outstanding as of the close of business on
February 19, 2003: 14,924,877 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Part III. Portions of the definitive proxy statement for the 2003 Annual
Meeting of Stockholders, which document will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A not later than 120 days after the
end of the fiscal year to which this Form 10-K/A relates, are incorporated by
reference into Items 10 through 13 of Part III.
EXPLANATORY NOTE
This Amendment No. 2 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 is being filed to amend the cover page of
such Form 10-K. This Amendment No. 2 does not reflect events occurring after the
filing of the original Form 10-K, or modify or update the disclosures therein in
any way other than as required to reflect such amendment to the cover page.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)
Date: March 27, 2003 by /S/ FRANK T. MACINNIS
---------------------
Frank T. MacInnis
Chairman of the Board of Directors
and Chief Executive Officer
CERTIFICATION
I, Frank T. MacInnis, Chairman of the Board and Chief Executive Officer of
EMCOR Group, Inc., certify that:
1. I have reviewed this annual report on Form 10-K/A of EMCOR Group, Inc.; and
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report.
Date: March 27, 2003 /s/ FRANK T. MACINNIS
---------------------
Frank T. MacInnis
Chairman of the Board of Directors
and Chief Executive Officer
CERTIFICATION
I, Leicle E. Chesser, Executive Vice President and Chief Financial Officer
of EMCOR Group, Inc., certify that:
1. I have reviewed this annual report on Form 10-K/A of EMCOR Group, Inc.; and
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report.
Date: March 27, 2003 /s/ LEICLE E. CHESSER
---------------------
Leicle E. Chesser
Executive Vice President and
Chief Financial Officer