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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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 4, 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 [ ].
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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
587,427
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 135,276
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 587,427
WITH
10. SHARED DISPOSITIVE POWER
135,276
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
722,703
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
This Amendment No. 3, 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, and Amendment No. 2 thereto, electronically filed February 14, 1996 (the
"Schedule 13D"), of 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 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety
to read as follows:
This statement is being filed by Cumberland Associates.
Cumberland Associates is a limited partnership organized under the laws of the
State of New York, and is engaged in the business of managing, on a
discretionary basis, eleven securities accounts, the principal one of which
is Cumberland Partners. The address of the principal business and office of
Cumberland Associates is 1114 Avenue of the Americas, New York, New York 10036.
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K. Tucker Andersen, Gary Tynes, Oscar S. Schafer, Bruce G. Wilcox, Glenn
Krevlin, Andrew Wallach and Eleanor Poppe are the general partners (the "General
Partners") of Cumberland Associates. The business address of each of the General
Partners is the same as that of Cumberland Associates. Each of the General
Partners is a citizen of the United States.
Neither Cumberland Associates nor any of the General Partners have, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any such person, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which any such person 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 finding any violation with respect to such laws.
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
722,703 shares of Common Stock. The aggregate purchase price of the Common Stock
purchased by Cumberland Associates on behalf of Cumberland Partners, LongView
Partners
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LongView B and the other managed accounts was $6,244,445. Of this amount,
Cumberland Associates invested approximately $4,072,188 on behalf of Cumberland
Partners, $693,970 on behalf of LongView Partners, $511,560 on behalf of
LongView B and $966,727 on behalf of eight of Cumberland Associates' other
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, LongView B and the eight 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, LongView B 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 722,703(1) shares of Common Stock representing 7.6%(2) of the Common Stock
deemed outstanding on the date hereof.
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(1) As to 587,427 Shares of which, there is sole voting power and sole
power to dispose or to direct the disposition of such Shares; as to
135,276 Shares of which, there is shared voting power and shared power
to dispose or to direct the disposition of such Shares because the
eight 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.
(2) Based on 9,514,636 shares of Common Stock outstanding, as indicated in
the Company's Form 10-Q for the quarter ended September 30, 1996, 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 60 day period ending on 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.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and restated in its entirety
to read as follows:
Pursuant to management agreements with all of its accounts except
Cumberland Partners, LongView Partners and LongView B, Cumberland Associates
receives (i) an annual management fee from some of its account holders and (ii)
an incentive fee from all of its account holders based, in the case of some of
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the account holders, on the net appreciation during the preceding fiscal or
calendar year in the value of the securities in the account and, in the case of
other account holders, on the account's taxable income during the preceding
fiscal or calendar year. In the case of the accounts of Cumberland Partners,
LongView Partners and Longview B, Cumberland Associates receives an annual
management fee from each such account holders which does not include an
incentive fee.
Except as otherwise set forth in this statement, to the best knowledge of
the undersigned, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among or between the undersigned, the General
Partners and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
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.
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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, 1997
CUMBERLAND ASSOCIATES
By: /s/ Andrew Wallach
Andrew Wallach
General Partner
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APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
DATE OF NO. OF UNITS NO. OF UNITS PRICE PER
TRANSACTION PURCHASED SOLD UNIT
2/13/97 400 $15-1/2
2/4/97 150,000 $15-1/4
2/3/97 7,500 $16
1/16/97 75,000 $13-1/8
12/11/96 2,000 $13-5/8
12/10/96 6,500 $13-3/4
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* Each of the transactions set forth in this Appendix was a
regular way transaction.
