SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EMCOR Group, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 11-2125338
(State of Incorporation) (I.R.S Employer Identification Number)
101 Merritt Seven Corporate Park
Norwalk, Connecticut 06851
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) please check the following box. / /
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d) please check the following box. /x/
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Convertible Subordinated Notes
Due 2005
Item 1. Description of Registrant's Securities to be Registered.
A complete description of the Convertible Subordinated Notes Due 2005,
which are to be registered hereunder, is contained under the captions
"Description of Debt Securities," "Description of Notes" and "Description of
Capital Stock" in the Prospectus forming a part of the Form S-3 Registration
Statement (File No. 333-44369) of EMCOR Group, Inc. (the "Registrant"), filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Registration Statement"). Such description is hereby incorporated
by reference and any description included in a form of Prospectus subsequently
filed by the Registrant pursuant to Rule 424(b) under the Securities Act shall
be deemed to be incorporated herein by reference.
Item 2. Exhibits.
A list of exhibits filed herewith or incorporated herein by reference is
contained on the Exhibit Index which is incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
EMCOR GROUP, INC.
By: /s/ Sheldon I. Cammaker
Name: Sheldon I. Cammaker
Title: Executive Vice President
and General Counsel
Date: March 12, 1998
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EXHIBIT INDEX
Exhibit Number Exhibit
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1 Registrant's Registration Statement on Form S-3 (File No.
333-44369), as filed with the Securities and Exchange
Commission on January 16, 1998
2 Amendment No. 1 to the Registrant's Registration Statement on
Form S-3 (File No. 333-44369), as filed with the Securities and
Exchange Commission on February 6, 1998
3 Form of Subordinated Indenture between EMCOR Group, Inc. and
State Street Bank and Trust Company, as Trustee (Incorporated
by reference to Exhibit 4.4 to the Registrant's Registration
Statement on Form S-3 (File No. 333-44369))
4 Form of First Supplemental Indenture between EMCOR Group, Inc.
and State Street Bank and Trust Company, as Trustee*
5 Form of Debt Securities (Incorporated by reference to Exhibit
4.1 to the Registrant's Registration Statement on Form S-3
(File No. 333-44369))
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* Filed herewith
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