SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
EMCOR Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29084Q100
(CUSIP Number)
Mr. Howard P. Berkowitz (212) 664-0990
HPB Associates, L.P. 888 Seventh Avenue
New York, New York 10106
(Name, address and telephone number of person
authorized to receive notices and communications)
June 28, 1996
(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]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Page 1 0f 10 Pages
<PAGE>
13D
CUSIP No. 29084Q100
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. HPB Associates, L.P.
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 597,000
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 597,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 597,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 6.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10 Pages
<PAGE>
13D
CUSIP No. 29084Q100
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. HPB Group, L.L.C.
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER -0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 597,000 (all shares are
owned for the account of HPB Associates, L.P.)
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 597,000 (all shares are
owned for the account of HPB Associates, L.P.)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 597,000 (all shares are
owned for the account of HPB Associates, L.P.)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 6.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 10 Pages
<PAGE>
13D
CUSIP No. 29084Q100
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. Howard P. Berkowitz
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 597,000 (all shares are
owned for the account of HPB Associates, L.P.)
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 597,000 (all shares are
owned for the account of HPB Associates, L.P.)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 597,000 (all shares are
owned for the account of HPB Associates, L.P.)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 6.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 10 Pages
<PAGE>
13D
CUSIP No. 29084Q100
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. Terry O'Connor
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS PF
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER 3,000
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER -0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER 3,000
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 3,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.03%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 0f 10 Pages
<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13D ("Schedule 13D") is being
filed with respect to the common stock (the "Common Stock"), of EMCOR
Group, Inc., a Delaware corporation (the "Company"), whose principal
executive offices are located at 101 Merritt Seven Corporate Park,
Norwalk, Connecticut 06851.
Item 2. Identity and Background
(a) This Schedule 13D is being filed on behalf of (i) HPB
Associates, L.P., a Delaware limited partnership (the "Partnership");
(ii) HPB Group, L.L.C., a Delaware limited liability company and sole
Managing Partner of the Partnership ("HPB Group"); (iii) Howard P.
Berkowitz, a United States citizen and Senior Managing Member of HPB
Group; and (iv) Terry O'Connor a Member of HPB Group. Neither HPB
Group nor Mr. Berkowitz directly own shares of Common Stock. The
additional member of HPB Group is Mr. Clifford Greenberg (the
"Additional Member"), who is a United States citizen.
The reporting entities and individuals are making a joint
filing pursuant to Rule 13d-1(f) because, by reason of the
relationship as described herein, they may be deemed to be a "group"
within the meaning of Section 13(d)(3) with respect to acquiring,
holding and disposing of shares of Common Stock.
(b) The business address of each of the Partnership, HPB
Group, Mr. Berkowitz, Mr. O'Connor and the Additional Member is 888
Seventh Avenue, New York, New York 10106.
(c) The Partnership is a private investment partnership.
The principal occupation of HPB Group is acting as managing partner
of the Partnership. The principal occupation of Mr. Berkowitz is
acting as Senior Managing Member of HPB Group. The principal
occupation of each of Messrs. O'Connor and Greenberg is acting as
members of HPB Group.
(d) None of the Partnership, HPB Group, Mr. Berkowitz, Mr.
O'Connor or the Additional Member has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) None of the Partnership, HPB Group, Mr. Berkowitz, Mr.
O'Connor or the Additional Member has, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as result of such proceeding 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 a finding of any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases reported by the
Partnership herein was the Partnership's capital. The total amount
of funds used by the Partnership to purchase the 597,000 shares of
Common Stock owned by it is $8,066,874.80
Page 6 of 10 Pages
<PAGE>
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common
Stock by the Partnership is for investment. The Partnership intends
to review its holdings with respect to the Company on a continuing
basis. Depending on the Partnership's evaluation of the Company's
business and prospects, and upon future developments (including, but
not limited to, market prices of the shares of Common Stock and
availability and alternative uses of funds; as well as conditions in
the securities markets and general economic and industry conditions),
the Partnership may acquire additional shares of Common Stock or
other securities of the Company; sell all or a portion of its shares
of Common Stock or other securities of the Company, now owned or
hereafter acquired, or maintain its position at current levels.
The Partnership has no present plans or proposals which
relate to, or would result in, any of the matters enumerated in
paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D.
The Partnership may, at any time and from time to time, review or
reconsider its position with respect to the Company, and formulate
plans or proposals with respect to any such matters.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on July 2, 1996, (i) the
Partnership owned, within the meaning of Rule 13d-3 under the
Exchange Act, 597,000 shares of the Common Stock representing
approximately 6.3% of the outstanding shares of Common Stock (based
upon 9,424,706 shares of Common Stock reported to be outstanding at
April 30, 1996 in the Company's quarterly report on Form 10-Q filed
with the Securities and Exchange Commission for the quarter ended
March 31, 1996) and (ii) Terry O'Connor owned , within the meaning of
Rule 13d-3 under the Exchange Act, 3,000 shares of the Common Stock
representing approximately 0.03% of the outstanding shares of Common
Stock (based upon 9,424,706 shares of Common Stock reported to be
outstanding at April 30, 1996 in the Company's quarterly report on
Form 10-Q filed with the Securities and Exchange Commission for the
quarter ended March 31, 1996). HPB Group, as sole managing partner
of the Partnership, and Mr. Berkowitz, as Senior Managing Member of
HPB Group, may be deemed the beneficial owner of the 597,000 shares
of Common Stock held by the Partnership.
(b) The Partnership has the sole power to vote and dispose
of 597,000 shares of the Common Stock owned by it, which power may be
exercised by its managing partner, HPB Group and by Mr. Berkowitz as
the Senior Managing Member of HPB Group. Mr. O'Connor has the sole
power to vote and dispose of 3,000 shares of the Common Stock owned
by him.
(c) The trading dates, number of shares of Common Stock
purchased and price per share for all transactions in the Common
Stock by the Partnership during the past 60 days are set forth on
Schedule A hereto. All such transactions were open market
transactions and were effected on the Nasdaq National Market.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect
to Securities of the Issuer
Other than the agreement described in Item 7 below, there are
no contracts, understandings or relationships (legal or otherwise)
among the persons named in Item 2 hereof and between such persons or
any person with respect to any securities of the Company, including
but not limited to transfer or voting of any of the Common Stock,
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.
ITEM 7. Material To Be Filed As Exhibits
There is filed herewith as Exhibit 1 a written agreement
relating to the filing of joint acquisition statements, as required
by Rule 13d-1(f)(1) of the Securities Act of 1934.
Page 7 of 10 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: July 8, 1996
HPB ASSOCIATES, L.P.
By: HPB GROUP, L.L.C.,
its general partner
By:/s/ HOWARD P. BERKOWITZ
Howard P. Berkowitz
Senior Managing Member
HPB GROUP, L.L.C.
By: /s/ HOWARD P.BERKOWITZ
Howard P. Berkowitz
Senior Managing Member
/s/ HOWARD P. BERKOWITZ
Howard P. Berkowitz
/s/ TERRY O'CONNOR
Terry O'Connor
Page 8 of 10 Pages
<PAGE>
SCHEDULE A
Transactions in the Common Stock By The Partnership
Date Price Price Per Number of Total Amount
Traded Per Share, Shares of
Share including Common
commission Stock
(if Purchased
different)
03/15/96 11.4125 50,000 570,625.00
03/15/96 11.5000 11.55 9,000 103,950.00
03/15/96 12.0710 230,000 2,776,330.00
03/18/96 12.0000 11,000 132,000.00
03/28/96 11.9063 20,000 238,126.00
04/02/96 12.1250 10,000 121,250.00
04/10/96 12.2500 5,000 61,250.00
04/22/96 13.5000 15,000 202,500.00
05/03/96 14.3750 25,000 359,375.00
05/15/96 15.1250 2,500 37,812.50
05/15/96 14.8750 7,500 111,562.50
05/17/96 15.5417 15,000 233,125.50
06/19/96 15.6875 25,000 392,187.50
06/20/96 15.1250 10,000 151,250.00
06/21/96 14.5000 14.5625 25,000 364,062.50
06/28/96 14.9685 15.0185 26,000 390,481.00
06/28/96 15.1250 10,000 151,250.00
07/01/96 15.5000 10,000 155,000.00
07/01/96 15.8958 15.9458 6,000 95,674.80
07/02/96 16.7500 10,000 167,500.00
07/02/96 16.6875 75,000 1,251,562.50
Page 9 of 10 Pages
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(f)1
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D, as amended, is filed on behalf of each of the
undersigned and that all subsequent amendments to this statement on
Schedule 13D, as amended, shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall
be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness
and accuracy of the information concerning the other, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
/s/ HOWARD P. BERKOWITZ
Howard P. Berkowitz, as
Senior Managing Member of
HPB Group, L.L.C.
/s/ HOWARD P. BERKOWITZ
Howard P. Berkowitz, as
Senior Managing Member of HPB
Group, L.L.C.,
as the General Partner of
HPB Associates, L.P.
/s/ HOWARD P. BERKOWITZ
Howard P. Berkowitz
/s/ TERRY O'CONNOR
Terry O'Connor
Page 10 of 10 Pages
