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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
July 20, 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 [ ].
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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 489,598
WITH
10. SHARED DISPOSITIVE POWER
68,576
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
558,174
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
This Amendment No. 1, which is being filed pursuant to Rule 13d-2 of
the General Rules and Regulations under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), amends the Schedule 13D, electronically
filed June 15, 1995 (the "Schedule 13D"), of Cumberland Associates, a New York
limited partnership, and 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. Unless otherwise indicated, all capitalized terms used
herein but not defined herein shall have the meanings ascribed to such terms
in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
As of the date hereof, Cumberland Associates held and beneficially
owned 558,174 shares of Common Stock. The aggregate purchase price of the
Common Stock purchased by Cumberland Associates on behalf of Cumberland
Partners, LongView Partners and the other managed accounts was $3,939,254. Of
this amount, Cumberland Associates invested approximately $2,579,663 on behalf
of Cumberland Partners, $833,270 on behalf of LongView Partners and $526,321
on behalf of seven of Cumberland Associates' other account holders. The
source of funds for the purchase of all
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such Common Stock by Cumberland Associates was a combination of investment
capital contributed by Cumberland Partners, LongView Partners and the seven
other managed accounts 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, LongView Partners and the other managed accounts, and
therefore each General Partner may be deemed to have invested the aggregate
amount of funds noted above. None of the General Partners, however, has
independently invested any of his funds for the purpose of purchasing the
Common Stock.
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Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
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*
558,174 (1) (2) 6.7%
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 the date
of this filing.
In addition, each of the General Partners may, by virtue of his
position as general partner of Cumberland
__________________
* Based on 8,323,633 shares of Common Stock outstanding on June 30, 1995,
as indicated by Joseph W. Barnett, Vice-President of Corporate
Communications and Secretary of the Company.
(1) As to 489,598 Shares of which, there is sole power to dispose
or to direct the disposition of such Shares; as to 68,576 Shares of
which, there is shared power to dispose or to direct the disposition of
such Shares because the seven other account holders may be deemed
beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as
a result of their right to terminate their discretionary accounts within
a period of 60 days.
(2) Cumberland Associates has no voting power with respect to any
of the Shares.
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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 Associates, however, none of the General Partners is
the beneficial owner of any Common Stock.
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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: July 26, 1995
CUMBERLAND ASSOCIATES
By: /s/ Andrew Wallach
Andrew Wallach
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
7/20/95 51,000 $7.625
7/18/95 17,086 $7.625
7/17/95 43,490 $7.625
7/5/95 4,064 $7.75
________________
* Each of the transactions set forth in this Appendix was a regular way
transaction.
