SCHEDULE 13D
Amendment No. 0
Emcor Group Incorporated
Common Stock
Cusip # 29084Q100
Filing Fee: Yes
Cusip # 29084Q100
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 1,054,075
Item 8: None
Item 9: 1,079,075
Item 10: None
Item 11: 1,079,075
Item 13: 11.37%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be deemed to be,
an admission that such Schedule
13D is required to be filed.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.00 par value
(the "Shares") of Emcor Group Incorporated, a Delaware corporation (the
"Company"). The principal executive offices of the Company are located
at 101 Merrit Seven Park, Norwalk, CT 06851.
Item 2. Identity and Background.
This statement is being filed by FMR Corp., a Massachusetts Corporation
("FMR"). FMR is a holding company one of whose principal assets is the
capital stock of a wholly-owned subsidiary, Fidelity Management & Research
Company ("Fidelity"), which is also a Massachusetts corporation. Fidelity is
an investment advisor which is registered under Section 203 of the Investment
Advisors Act of 1940 and which provides investment advisory services to more
than 30 investment companies which are registered under Section 8 of the
Investment Company Act of 1940 and serves as investment advisor to certain
other funds which are generally offered to limited groups of investors (the
"Fidelity Funds"). Fidelity Management Trust Company ("FMTC"), a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, serves as trustee or managing agent for
various private investment accounts, primarily employee benefit plans and
serves as investment adviser to certain other funds which are generally
offered to limited groups of investors (the "Accounts"). Various directly or
indirectly held subsidiaries of FMR are also engaged in investment management,
venture capital asset management, securities brokerage, transfer and
shareholder servicing and real estate development. The principal offices of
FMR, Fidelity, and FMTC are located at 82 Devonshire Street, Boston,
Massachusetts 02109.
Members of the Edward C. Johnson 3d family are the predominant owners of
Class B shares of common stock of FMR representing approximately 49% of the
voting power of FMR. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5%
of the aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the
Chairman of FMR. The Johnson family group and all other Class B shareholders
have entered into a shareholders' voting agreement under which all Class B
shares will be voted in accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common stock and the execution
of the shareholders' voting agreement, members of the Johnson family may be
deemed, under the Investment Company Act of 1940, to form a controlling group
with respect to FMR. The business address and principal occupation of Mr.
Johnson 3d is set forth in Schedule A hereto.
The Shares to which this statement relates are owned directly by one of
the Fidelity Funds, and one of the Accounts.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Fidelity Fund and Account received 985,751 Shares of Common Stock,
177,094 Series X Warrants, 53,272 Series Y Warrants, and 11,780 Series Z
Warrants pursuant to the Company's plan of reorganization filed under Chapter
11 of the United States Bankruptcy Code (the "Plan"). The Shares, the Series
X Warrants, the Series Y Warrants and the Series Z Warrants were received as a
distribution in partial exchange for certain senior debt claims held by the
Fidelity Fund and the Account and as "additional interest" on a loan made to
the Company (and certain subsidiaries) as a Debtor-in-Possession by the
Fidelity Fund and Account.
The Fidelity Fund which own or owned Shares purchased in the aggregate
35,000 Shares for cash in the amount of approximately $596,875, including
brokerage commissions. The Fidelity Funds used their own assets in making
such purchase and no part of the purchase price is represented by borrowed
funds. Proceeds from 307,644 Shares sold aggregated approximately $1,272,600.
The attached Schedule B sets forth Shares purchased and/or sold since May 24,
1996.
Item 4. Purpose of Transaction.
The Fidelity Funds and the Account received Shares pursuant to the terms
of the Plan as described in Item 3. The Fidelity Funds and Account hold
Shares for investment purposes.
Fidelity and FMTC, respectively, may continue to have the Fidelity Funds
and the Accounts purchase Shares subject to a number of factors, including,
among others, the availability of Shares of sale at what they consider to be
reasonable prices and other investment opportunities that may be available to
the Fidelity Funds and Accounts.
Fidelity and FMTC, respectively, intend to review continuously the
equity position of the Fidelity Funds and Accounts in the Company. Depending
upon future evaluations of the business prospects of the Company and upon
other developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions, Fidelity may
determine to cease making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
Neither Fidelity nor FMTC has any present plan or proposal which relates
to or would result in (i) an extraordinary corporate transaction, such as a
merger, reorganization, liquidation, or sale of transfer of a material amount
of assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
FMR, Fidelity, and FMTC, beneficially own all 1,089,075 Shares.
(a) FMR beneficially owns, through Fidelity, as investment advisor to
the Fidelity Funds, 25,000 Shares, or approximately 0.26% of the outstanding
Shares of the Company, and through FMTC, the managing agent or the Accounts,
1,054,075 Shares, or approximately 11.10% of the outstanding Shares of the
Company. The number of Shares held by the Accounts includes 28,272 Shares of
common stock resulting from the assumed conversion of 28,272 Series X
Warrants (1 share of common stock for each Series X Warrant); 28,272 Shares of
common stock resulting from the assumed conversion of 28,272 Series Y Warrants
(1 share of common stock for each Series Y Warrant); and 11,780 Shares of
common stock resulting from the assumed conversion of 11,780 Series Z Warrants
(1 share of common stock for each Series Z Warrant). Neither FMR, Fidelity,
FMTC, nor any of its affiliates nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto, beneficially owns any other Shares. The
combined holdings of FMR, Fidelity, and FMTC, are 1,079,075 Shares, or
approximately 11.37% of the outstanding Shares of the Company.
(b) FMR, through is control of Fidelity, investment advisor to the
Fidelity Funds, and the Funds each has sole power to dispose of the Shares.
Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of
the 25,000 Shares owned directly by the Fidelity Funds, which power resides
with the Funds' Boards of Trustees. Fidelity carries out the voting of the
Shares under written guidelines established by the Funds' Board of Trustees.
FMR, through its control of FMTC, investment manager to the Accounts, and the
Accounts each has sole dispositive power over 1,054,075 Shares and sole power
to vote or to direct the voting of 1,054,075 Shares, and no power to vote or
to direct the voting of 0 Shares owned by the Accounts.
(c) Except as set forth in Schedule B, neither FMR, or any of its
affiliates, nor, to the best knowledge of FMR, any of the persons named in
Schedule A hereto has effected any transaction in Shares during the past sixty
(60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
As part of the Plan, the Company undertook certain obligations to
register certain securities including the Shares under the Securities and
Exchange Act of 1933, as amended.
Neither FMR nor any of its affiliates nor, to the best knowledge of FMR,
any of the persons named in Schedule A hereto has any joint venture, finder's
fee, or other contract or arrangement with any person with respect to any
securities of the Company.
The Funds and Accounts may from time to time own debt securities issued
by the Company or its direct or indirect subsidiaries, and may from time to
time purchase and/or sell such debt securities.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
FMR Corp.
DATE: July 26, 1996 By:______________________
Frank V. Knox
Compliance Officer
SCHEDULE A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The business
address of each person is 82 Devonshire Street, Boston, Massachusetts 02109,
and the address of the corporation or organization in which such employment is
conducted is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Chairman of
the
Director, CEO Board and CEO, FMR
Chairman & Mng. Director
J. Gary Burkhead Director
President-
Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Abigail P. Johnson Director Portfolio
Mgr - Fidelity
Management & Research
Company
Robert C. Pozen Sr. V.P. & Gen'l Sr.
V.P. &
Gen'l
Counsel Counsel, FMR
David C. Weinstein Sr. Vice President Sr. Vice
President
Administration Administration
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice
Pres. -
Chief Financial Chief Financial
Officer Officer
SCHEDULE B
Emcor Group Incorporated
One Fidelity Fund(s) purchased Shares since May 24, 1996 at the dates and at
the prices set forth below. The transactions were made for cash in open
market transactions or with other investment companies with the same or an
affiliated investment advisor.
DATE SHARES PRICE
06-12-96 25,000 $17.13
07-02-96 10,000 16.88
SCHEDULE B
Emcor Group Incorporated
One Fidelity Fund(s) sold Shares since May 24, 1996 at the dates and at the
prices set forth below. The transactions were made for cash in open market
transactions or with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
07-23-96 10,000 $15.50
SCHEDULE B
Emcor Group Incorporated
One Fidelity Fund(s) sold Series X Warrants since May 24, 1996 at the dates
and at the prices set forth below. The transactions were made for cash in
open market transactions or with other investment companies with the same or
an affiliated investment advisor.
DATE SHARES PRICE
05-30-96 10,000 $7.13
05-30-96 10,000 7.00
06-07-96 48,822 7.00
