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0077824.01
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
EMCOR GROUP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(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)
February 7, 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 |_|.
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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
702,827
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 111,276
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 702,827
WITH
10. SHARED DISPOSITIVE POWER
111,276
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
814,103
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
This Amendment No. 2, which is being filed pursuant to Rule
13d-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), amends the Schedule 13D, electronically
filed June 15, 1995, as amended by Amendment No. 1 thereto, electronically filed
July 26, 1995 (the "Schedule 13D"), filed by 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 814,103 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
$6,402,596. Of this amount, Cumberland Associates invested approximately
$4,618,392 on behalf of Cumberland Partners, $833,270 on behalf of LongView
Partners and $950,934 on behalf of seven of Cumberland Associates' other
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account holders. The source of funds for the purchase of all such Common
Stock of 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 Exchange 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 has independently invested any of his or her funds for the
purpose of purchasing the Common Stock.
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 814,103* shares of Common Stock representing
8.6%** of the Common Stock deemed outstanding on the date hereof.
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* As to 702,827 Shares of which, there is sole voting power and sole
power to dispose or to direct the disposition of such Shares; as to
111,276 Shares of which, there is shared voting power and 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.
** Based on 9,413,212 shares of Common Stock outstanding, as indicated in
the Company's Form 10-Q for the quarter ended September 30, 1995, as
filed with the Securities and Exchange Commission.
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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 beginning 60 days prior to
February 7, 1996 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 Associates and except as
set forth above, 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: February 14, 1996
CUMBERLAND ASSOCIATES
By: /s/ Andrew Wallach
Andrew Wallach
General Partner
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APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
<TABLE>
<CAPTION>
DATE OF NO. OF UNITS PRICE PER
TRANSACTION NO. OF UNITS PURCHASED SOLD UNIT
----------- ---------------------- ------------ ---------
<S> <C> <C> <C>
2/7/96 100,000 $10 5/8
1/23/96 15,000 $10 1/2
12/22/95 25,000 $9 3/8
12/8/95 5,000 $9 1/4
</TABLE>
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* Each of the transactions set forth in this Appendix was a
regular way transaction.
