SCHEDULE 13D
Amendment No. 3
Emcor Group Incorporated
Common Stock
Cusip # 29084Q100
Cusip # 29084Q100
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 440,995
Item 8: None
Item 9: 440,995
Item 10: None
Item 11: 440,995
Item 13: 4.59%
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 "Account"). 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 Account.
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 Funds 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 and Account which own or owned Shares
purchased in the aggregate 25,000 Shares for cash in the amount
of approximately $428,125, including brokerage commissions. The
Fidelity Fund and Account used their own assets in making such
purchase and no part of the purchase price is represented by
borrowed funds. Proceeds from 322,644 Shares sold aggregated
approximately $1,519,003. The attached Schedule B sets forth
Shares purchased and/or sold since September 12, 1997.
On December 15, 1996, all 11,780 Emcor Series Z Warrants
held by the Account expired.
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 440,995
Shares.
(a) FMR beneficially owns, through FMTC, the managing agent
or the Accounts, 440,995 Shares, or approximately 4.59% of the
outstanding Shares of the Company. The number of Shares held by
the Account 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) and 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). 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 and FMTC, are 440,995 Shares, or
approximately 4.59% of the outstanding Shares of the Company.
(b) FMR, through its control of FMTC, investment manager to
the Accounts, and the Accounts each has sole dispositive power
over 440,995 Shares and sole power to vote or to direct the
voting of 440,995 Shares, and no power to vote or to direct the
voting of 0 Shares owned by the Accounts.
(c) On September 4, 1997, FMR, through its control of FMTC,
investment manager to the Accounts, received 38,700 Shares of
Common Stock pursuant to the interim distribution from the
Company's plan of reorganization.
(d) 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.
Inasmuch as FMR is no longer the beneficial owner of more
than 5% of the number of shares outstanding, FMR has no further
reporting obligation under Section 13(d) of the Securities
Exchange Act of 1934 or the rules and regulations promulgated by
the Securities and Exchange Commission thereunder. 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.
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: September 26, 1997 By: /s/Arthur
Loring
Arthur Loring
Vice President-Legal
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
Corp.
Chairman &
Mng. Director
J. Gary Burkhead Director and Vice Chairman President,
Fidelity Investments
Institutional
Services
Company, Inc.
James C. Curvey Director, Vice Chairman, Chief Operating
Officer, FMR
Chief Operating Officer
William L. Byrnes Director & Mng. Vice Chairman, FIL
Director
Abigail P. Johnson Director Associate Director
and Senior Vice President - Fidelity
Management & Research Company
George A. Vanderheiden Director Senior
Vice President,
Fidelity Management
& Research Company
David C. Weinstein Sr. Vice President Sr. Vice President
Administration Administration, FMR
Corp.
Mark A. Peterson Executive Vice President President - Fidelity
Investments Technology &
Processing Group
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. -
Chief Financial Chief Financial
Officer Officer, FMR Corp.
SCHEDULE B
Emcor Group Incorporated
One Fidelity Account sold Shares since September 12 1997 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
09/19/97 10,000 $18.00
09/22/97 18,000 18.25
09/23/97 75,000 18.88
09/24/97 75,000 19.38
