EMCOR will pay Comfort Systems $186.25 million -- approximately $164.25 million in cash, and $22 million in assumed Comfort Systems notes payable to former owners of certain of the acquired companies.

The companies to be acquired, predominantly from the Midwest and New York metro area, had combined 2001 revenues of nearly $650 million and employ approximately 3,800 technical and service employees in 11 states. The companies are active in mechanical system maintenance and installation, and the design and installation of fire protection services.

Included in the divestiture is Comfort Systems' largest current operating unit, Shambaugh and Son, based in Fort Wayne, Ind., with revenues of $247 million.

Chairman and CEO of EMCOR, Frank T. MacInnis, stated this acquisition is an "excellent strategic fit" that will further diversify EMCOR's revenue base. The company already has one of the strongest balance sheets, with more than $2 billion in backlog. The acquisition is expected to close in the first quarter of 2002. More information will follow as it becomes available.

In related news, Gary E. Hess will retire as Comfort Systems' president effective April 1. He will also retire from the company's board of directors during the first quarter of 2002. David Lanphar, the company's current senior vice president-operations, will assume Hess's operational responsibilities.