SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)
EMCOR GROUP, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
29084Q-10-0
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(CUSIP Number)
Harold O. Levy
Director - Global Compliance
Citigroup Inc.
425 Park Avenue
New York, NY 10043
(212) 793-7212
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 1999
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) 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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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).
<PAGE>
CUSIP No. 29084Q100 SCHEDULE 13D/A Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citigroup Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS**
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 503,038*
PERSON --------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
503,038*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
503,038*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES** |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%*
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14 TYPE OF REPORTING PERSON*
HC
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*Assumes conversion of certain securities held.
**SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 3 to the statement on Schedule 13D, dated May 7, 1999,
as amended on June 3, 1999 and June 29, 1999 (the "Schedule 13D"), of Citigroup
Inc. is being filed with respect to the common stock, par value $.01 per share
(the "Common Stock") of Emcor Group, Inc. a Delaware corporation (the "issuer").
Item 5. Interest in Securities of the Issuer.
(a) and (b) This item as set forth in the Schedule 13D is deleted
and the following is inserted in its place:
As of September 1, 1999, Citigroup, exclusively through its holding
company structure, may be deemed to beneficially own 503,038 shares of Common
Stock, which includes 496,238 of Common Stock issuable upon conversion of
certain convertible securities (the "Convertible Securities"), representing
4.9%* of the outstanding shares of such class (based on 9,685,138 shares of
Common Stock outstanding as of June 30, 1999).
Except as set forth or incorporated by reference herein, neither the
Reporting Person nor, to the best knowledge of the Reporting Person, the persons
listed in Annexes A and B to the Schedule 13D, beneficially owned any Common
Stock or Convertible Securities.
Page 3
<PAGE>
(c) This item as set forth in the Schedule 13D is deleted and the
following is inserted in its place:
Subsidiaries of Citigroup made no purchases or sales of Common Stock or
Convertible Securities from July 2, 1999 through September 1, 1999, other than
purchases and sales made for third party accounts or mutual funds.
(d) and (e) The following is hereby inserted in this item:
As a result of sales of shares of Common Stock, Citigroup ceased to be the
beneficial owner of more than five percent of the Common Stock on September 1,
1999.
Page 4
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 24, 1999
CITIGROUP INC.
By: /s/ Glenn S. Gray
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Name: Glenn S. Gray
Title: Assistant Secretary
Page 5
