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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EMCOR GROUP, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
29084Q100
(CUSIP Number)
Mr. Andrew Wallach
Cumberland Associates
1114 Avenue of the Americas
New York, New York 10036
(212) 536-9700
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
May 31, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [x].
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SCHEDULE 13D
CUSIP No. 29084Q100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CUMBERLAND ASSOCIATES
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC,00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
None
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 442,534
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
442,534
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per share
(the "Common Stock" or the "Shares"), of EMCOR Group, Inc. (the "Company"),
which has its principal executive offices at 101 Merritt Seven Corporate Park,
Norwalk, CT 06851.
Item 2. Identity and Background.
This statement is being filed by Cumberland Associates. Cumberland
Associates is a limited partnership organized under the laws of the State of
New York, and is engaged in the business of managing, on a discretionary
basis, nine securities accounts, the principal one of which is Cumberland
Partners. The address of the principal business and office of Cumberland
Associates is 1114 Avenue of the Americas, New York, New York 10036.
K. Tucker Andersen, Richard Reiss, Jr., Oscar S. Schafer, Bruce G.
Wilcox, Glenn Krevlin, Andrew Wallach and Eleanor Poppe are the general
partners (the "General Partners") of Cumberland Associates. The business
address of each of the General Partners is the same as that of Cumberland
Associates. Each of the General Partners is a citizen of the United States.
Neither Cumberland Associates nor any of the General Partners have,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor has any such person, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
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which any such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Cumberland Associates held and beneficially
owned 442,534 shares of Common Stock. The aggregate purchase price of the
Common Stock purchased by Cumberland Associates on behalf of Cumberland
Partners and LongView Partners was $3,049,995.75. Of this amount, Cumberland
Associates invested approximately $2,216,725.75 on behalf of Cumberland
Partners and $833,270 on behalf of LongView Partners. The source of funds for
the purchase of all such Common Stock by Cumberland Associates was a
combination of investment capital contributed by Cumberland Partners and
LongView Partners and margin borrowings through the margin accounts of the
account holders maintained with Morgan Stanley & Co. Incorporated.
By virtue of Rule 13d-3 under the Securities Exchange Act of 1934
(the "Act") each of the General Partners may be deemed the beneficial owner of
all of the Common Stock purchased by Cumberland Associates on behalf of
Cumberland Partners and LongView Partners, and therefore each General Partner
may be deemed to have invested the aggregate amount of funds noted
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above. None of the General Partners, however, has independently invested any
of his funds for the purpose of purchasing the Common Stock.
Item 4. Purpose of Transaction.
Cumberland Associates has purchased, on behalf of its discretionary
accounts, the Common Stock in order to acquire an equity interest in the
Company. As of the date hereof, Cumberland Associates is holding such Common
Stock solely for investment and it has no present plans or proposals with
respect to any material change in the Company's business or corporate
structure or, generally, any other action referred to in instructions (a)
through (j) of Item 4 of the form of Schedule 13D. Depending on market
conditions and other factors, Cumberland Associates may continue purchases of
Common Stock or may sell or otherwise dispose of all or portions of such
Common Stock, if such sales and purchases would be desirable investments for
the portfolios of its accounts.
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Item 5. Interest in Securities of the Issuer.
As of the date hereof, Cumberland Associates beneficially owned the
aggregate number and percentage of outstanding Common Stock set forth below:
Number of Shares Percentage*
442,534 (1) (2) 6.0%
Set forth in Appendix A attached hereto and incorporated herein by
reference are descriptions of the transactions in the Common Stock effected by
Cumberland Associates within the period commencing 60 days prior to May 31,
1995 through the date of this filing.
In addition, each of the General Partners may, by virtue of his
position as general partner of Cumberland Associates, be deemed, pursuant to
Rule 13d-3 under the Act, to own beneficially the Common Stock of which
Cumberland Associates would possess beneficial ownership. Other than in their
respective capacities as general partners of Cumberland
______________________
* Based on 7,400,481 shares of Common Stock outstanding on May 31, 1995, as
indicated by Joseph W. Barnett, Vice-President of Corporate
Communications and Secretary of the Company.
(1) As to all of which, there is sole power to dispose or to direct
the disposition of such Shares.
(2) Cumberland Associates has no voting power with respect to any
of the Shares.
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Associates, however, none of the General Partners is the beneficial owner of
any Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to management agreements with all of its accounts except
Cumberland Partners and LongView Partners, Cumberland Associates receives (i)
an annual management fee from some of its account holders and (ii) an
incentive fee from all of its account holders based, in the case of some of
the account holders, on the net appreciation during the preceding fiscal or
calendar year in the value of the securities in the account and, in the case
of other account holders, on the account's taxable income during the preceding
fiscal or calendar year. In the case of the accounts of Cumberland Partners
and LongView Partners, Cumberland Associates receives an annual management fee
from each such account holder which does not include an incentive fee.
Except as otherwise set forth in this statement, to the best
knowledge of the undersigned, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among or between the
undersigned, the General Partners and any other person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
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Item 7. Material to be Filed as Exhibits.
No Exhibits are filed herewith.
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: June 14, 1995
CUMBERLAND ASSOCIATES
By: /s/ Bruce G. Wilcox
Bruce G. Wilcox
General Partner
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APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
DATE OF NO. OF UNITS NO. OF UNITS PRICE PER
TRANSACTION PURCHASED SOLD UNIT
4/27/95 15,000 $5.81
4/27/95 30,000 $6.05
4/28/95 50,000 $6.05
5/2/95 100,000 $6.55
5/2/95 20,000 $6.56
5/2/95 30,000 $6.67
5/9/95 76,837 $7.42
5/18/95 25,000 $7.29
5/26/95 7,879 $7.55
5/31/95 50,000 $7.80
6/9/95 9,500 $7.80
6/14/95 28,318 $7.63
__________________________
* Each of the transactions set forth in this Appendix was a regular way
transaction.
