SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)*
EMCOR Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29084Q100
(CUSIP Number)
Jeffrey L. Gendell
200 Park Avenue, Suite 3900, New York, New York 10166 (212) 692-3695
(Name, address and telephone number of person
authorized to receive notices and communications)
December 5, 1997
(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 [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
________________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes)
CUSIP No. 29084Q100 13D Page 2 of 9 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(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
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
188,050
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
188,050
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
188,050
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 29084Q100 13D Page 3 of 9 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Management, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
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
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
188,050
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
188,050
____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
188,050
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
00
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 29084Q100 13D Page 4 of 9 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Overseas Associates, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
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
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
596,550
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
596,550
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
596,550
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.2%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 29084Q100 13D Page 5 of 9 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey L. Gendell
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
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
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
4,000
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
784,600
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
4,000
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
784,600
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
788,600
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.2%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 29084Q100 13D Page 6 of 9 Pages
Item 1. Security and Issuer.
The Schedule 13D initially filed on December 12, 1997 (the "Schedule 13D")
by Tontine Partners, L.P., a Delaware limited partnership ("TP"); Tontine
Management, L.L.C., a limited liability company organized under the laws of the
State of Delaware ("TM"); Tontine Overseas Associates, Ltd., a limited
liability company organized under the laws of the State of Delaware ("TOA"),
which serves as investment manager to Tontine Overseas Fund, Ltd. ("TOF"), a
company organized under the laws of the Cayman Islands; and Jeffrey L. Gendell
("Mr. Gendell") relating to the common stock with $0.01 par value (the "Common
Stock") and Common Stock underlying certain Series X warrants (the "Warrants"
and, together with the Common Stock, the "Securities") of EMCOR Group, Inc.
(the "Company"), whose principal executive offices are located at 101 Merritt
Seven Corporate Park, Norwalk, Connecticut 06851, is hereby amended by this
Amendment No. 1 to the Schedule 13D. This Amendment No. 1 is filed to reflect
the direct ownership of Warrants by TOF, which was inadvertantly omitted in the
Schedule 13D.
* * * * *
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 is hereby amended and restated as follows:
The net investment cost (including commissions, if any) of the Securities
directly owned by TP, TOF, and Mr. Gendell is approximately $3,181,272,
$10,751,681 and $56,080, respectively. Neither TM nor TOA owns directly any
Securities. Certain of the Securities beneficially owned by each of TOF and
Mr. Gendell are shares of Common Stock which may be acquired by exercising
21,000 Warrants of the Company which are directly owned by TOF. The net
investment cost of the Securities directly owned by TOF which is disclosed in
this Item 3 includes the purchase price of the Warrants, but excludes the
amount required to exercise the Warrants. It would cost TOF $263,550 to
exercise all of the Warrants it directly owns.
The Securities purchased by TP and TOF were purchased with working
capital and on margin. The Securities purchased by Mr. Gendell were purchased
with personal funds and on margin.
TP's and TOF's margin transactions are with Furman Selz LLC, on such
firm's usual terms and conditions. Mr. Gendell's margin transactions are with
Prudential Securities Inc. or Furman Selz LLC, on such firms' usual terms and
conditions. All or part of the Securities directly owned by TP, TOF or Mr.
Gendell may from time to time be pledged with one or more banking institutions
or brokerage firms as collateral for loans made by such bank(s) or brokerage
firm(s) to TP, TOF or Mr. Gendell. Such loans bear interest at a rate based
upon the broker's call rate from time to time in effect. Such indebtedness may
be refinanced with other banks or broker-dealers.
* * * * *
CUSIP No. 29084Q100 13D Page 7 of 9 Pages
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
A. Tontine Partners, L.P.
(a) Aggregate number of shares beneficially owned: 188,050
Percentage: 2.0% The percentages used herein and in
Item 5(B) below are calculated based upon the 9,576,567 shares of Common Stock
issued and outstanding as of October 28, 1997, as reflected in the Company's
Form 10-Q, for the period ending September 30, 1997.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 188,050
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 188,050
(c) TP did not enter into any transactions in the Securities of
the Company since the filing of the Schedule 13D.
(d) TM, the general partner of TP, has the power to direct the
affairs of TP, including decisions respecting the disposition of the proceeds
from the sale of the shares. Mr. Gendell is the Managing Member of TM and in
that capacity directs its operations.
(e) Not Applicable.
B. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 188,050
Percentage: 2.0%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 188,050
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 188,050
(c) TM did not enter into any transactions in the Securities of
the Company since the filing of the Schedule 13D.
(d) Not applicable.
(e) Not applicable.
C. Tontine Overseas Associates, L.L.C.
(a) Aggregate number of shares beneficially owned: 596,550 The
number of shares used herein and in Item 5(D) below reflect (i) the 9,576,567
shares of Common Stock issued and outstanding as of October 28, 1997, as
reflected in the Company's Form 10-Q for the period ending September 30, 1997,
plus (ii) the 21,000 shares of Common Stock underlying the Warrants directly
owned by TOF, as required by Rule 13d-3(d)(1)(i) promulgated by the Commission
pursuant to the Securities Exchange Act of 1934, as amended. As discussed
more fully in Item 6 below, each Warrant entitles the holder thereof to
purchase one share of Common Stock.
Percentage: 6.2%
CUSIP No. 29084Q100 13D Page 8 of 9 Pages
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 596,550
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 596,550
(c) TOA did not enter into any transactions in the Securities of
the Company since the filing of the Schedule 13D.
(d) Each of the clients of TOA has the power to direct the
receipt of dividends from or the proceeds of sale of such shares.
(e) Not Applicable.
D. Jeffrey L. Gendell.
(a) Aggregate number of shares beneficially owned: 788,600
Percentage: 8.2%
(b) 1. Sole power to vote or direct vote: 4,000
2. Shared power to vote or direct vote: 784,600
3. Sole power to dispose or direct the disposition: 4,000
4. Shared power to dispose or direct the disposition: 784,600
(c) Mr. Gendell did not enter into any transactions in the
Securities of the Company since the filing of the Schedule 13D.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and restated as follows:
Other than as discussed herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof and between such persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
TOF owns directly, and TOA and Mr. Gendell may be deemed beneficial owners
of, 21,000 Warrants with an exercise price of $12.55 per share. Each Warrant
entitles the holder to purchase one share of Common Stock at the exercise
price. The Warrants expire on December 14, 1999. If the Company's Common
Stock trades at $30.46 per share for ten of the preceding fifteen trading days
at any time prior to expiration, the Company may accelerate the expiration date
of the Warrants to a date 15 days after notice to holders of the Warrants. The
Warrants are discussed in the Company's most recent 10K filed with the
Commission for the period ending December 31, 1996.
* * * * *
CUSIP No. 29084Q100 13D Page 9 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: December 18, 1997
/s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Partners, L.P.,
and as managing member of
Tontine Overseas Associates, L.L.C.
