SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1)*
EMCOR Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29084Q100
(CUSIP Number)
(Conversion From Schedule 13D)
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 10 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 13G Page 2 of 10 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
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) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
243,250
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
243,250
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
243,250
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.5%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 29084Q100 13G Page 3 of 10 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
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) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
243,250
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
243,250
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
243,250
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.5%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 29084Q100 13G Page 4 of 10 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
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) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
640,850
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
640,850
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
640,850
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.7%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 29084Q100 13G Page 5 of 10 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
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) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
4,000
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
884,100
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
4,000
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
884,100
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
888,100
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.3%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 29084Q100 13G Page 6 of 10 Pages
This Schedule 13G (the "Schedule 13G") is filed by the Reporting Persons
to reflect Mr. Gendell's direct ownership of 4,000 shares of Common Stock,
which was inadvertently omitted from the previous filing of the Schedule 13G.
Accordingly, the Schedule 13G is hereby amended and restated in its entirety
as follows:
Item 1(a). Name of Issuer:
The name of the issuer is EMCOR Group, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 101 Merritt Seven
Corporate Park, Norwalk, Connecticut 06851.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Tontine Partners, L.P., a Delaware limited partnership
("TP") with respect to the Securities directly owned by it;
(ii) Tontine Management, L.L.C., a limited liability company
organized under the laws of the State of Delaware ("TM"),
with respect to the Securities directly owned by TP;
(iii) Tontine Overseas Associates, L.L.C., 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, with respect to the Securities
directly owned by TOF; and
(iv) Jeffrey L. Gendell ("Mr. Gendell"), with respect to the
Securities directly owned by Mr. Gendell and each of TP and TOF.
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons." Any
disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is 200
Park Avenue, Suite 3900, New York, New York 10166.
Item 2(c). Citizenship:
TP is a limited partnership organized under the laws of the State of
Delaware. TM and TOA are limited liability companies organized under the laws
of the State of Delaware. Mr. Gendell is a United States citizen.
CUSIP No. 29084Q100 13G Page 7 of 10 Pages
Item 2(d). Title of Class of Securities:
Common Stock, $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").
Item 2(e). CUSIP Number:
29084Q100
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(ii)(G),
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [x]
Item 4. Ownership.
A. Tontine Partners, L.P.
(a) Amount beneficially owned: 243,250
(b) Percent of class: 2.5% The percentages used herein and in
Item 4(B) are calculated based upon the 9,576,567 shares of Common Stock issued
CUSIP No. 29084Q100 13G Page 8 of 10 Pages
and outstanding as of October 28, 1997 as reflected in the Company's form 10-Q
for the period ending September 30, 1997.
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 243,250
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 243,250
B. Tontine Management, L.L.C.
(a) Amount beneficially owned: 243,250
(b) Percent of class: 2.5%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 243,250
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 243,250
C. Tontine Overseas Associates, L.L.C.
(a) Amount beneficially owned: 640,850. The number of shares
used herein and in Item 4(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. Each Warrant entitles the
holder thereof to purchase one share of Common Stock.
(b) Percent of class: 6.7%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 640,850
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 640,850
D. Jeffrey L. Gendell
(a) Amount beneficially owned: 888,100
(b) Percent of class: 9.3%
(c)(i) Sole power to vote or direct the vote: 4,000-
(ii) Shared power to vote or direct the vote: 884,100
(iii) Sole power to dispose or direct the disposition: 4,000
(iv) Shared power to dispose or direct the disposition: 884,100
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
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
CUSIP No. 29084Q100 13G Page 9 of 10 Pages
the shares. Mr. Gendell is the Managing Member of TM and of TOA, and in that
capacity directs their operations. Each of the clients of TOA has the power
to direct the receipt of dividends from or the proceeds of sale of such
shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
CUSIP No. 29084Q100 13G Page 10 of 10 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: February 24, 1998
/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.
