-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RO5whWoeYnOMTGRJ8d/JSBH4ZuQAJheK4H+LAsdruDlDkGuQgR+XPOs6JwObydg0 fdyp0xOak12bPzrEQKuqiw== 0000899140-96-000097.txt : 19960216 0000899140-96-000097.hdr.sgml : 19960216 ACCESSION NUMBER: 0000899140-96-000097 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960214 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMCOR GROUP INC CENTRAL INDEX KEY: 0000105634 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 112125338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12871 FILM NUMBER: 96520120 BUSINESS ADDRESS: STREET 1: 101 MERRITT SEVEN CORPORATE PK CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 2038497800 MAIL ADDRESS: STREET 1: 101 MERRITT SEVEN 7TH FLOOR CITY: NORWALK STATE: CT ZIP: 06851 FORMER COMPANY: FORMER CONFORMED NAME: JWP INC/DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: JAMAICA WATER PROPERTIES INC DATE OF NAME CHANGE: 19860518 FORMER COMPANY: FORMER CONFORMED NAME: WELSBACH CORP DATE OF NAME CHANGE: 19761119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CUMBERLAND ASSOCIATES CENTRAL INDEX KEY: 0000351262 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125750900 SC 13D/A 1 AMENDMENT NO.2 1 0077824.01 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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 7, 1996 (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 |_|. Check the following box if a fee is being paid with the statement |_|. 2 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 702,827 NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 111,276 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 702,827 WITH 10. SHARED DISPOSITIVE POWER 111,276 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 814,103 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% 14. TYPE OF REPORTING PERSON* PN, IA 3 Item 1. Security and Issuer. This Amendment No. 2, 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 (the "Schedule 13D"), filed by 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 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 814,103 shares of Common Stock. The aggregate purchase price of the Common Stock purchased by Cumberland Associates on behalf of Cumberland Partners, LongView Partners and the other managed accounts was $6,402,596. Of this amount, Cumberland Associates invested approximately $4,618,392 on behalf of Cumberland Partners, $833,270 on behalf of LongView Partners and $950,934 on behalf of seven of Cumberland Associates' other 4 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 and the seven 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 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 814,103* shares of Common Stock representing 8.6%** of the Common Stock deemed outstanding on the date hereof. - ------------------------- * As to 702,827 Shares of which, there is sole voting power and sole power to dispose or to direct the disposition of such Shares; as to 111,276 Shares of which, there is shared voting power and shared power to dispose or to direct the disposition of such Shares because the seven 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. ** Based on 9,413,212 shares of Common Stock outstanding, as indicated in the Company's Form 10-Q for the quarter ended September 30, 1995, as filed with the Securities and Exchange Commission. 5 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 period beginning 60 days prior to February 7, 1996 through 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. 6 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, 1996 CUMBERLAND ASSOCIATES By: /s/ Andrew Wallach Andrew Wallach General Partner 7 APPENDIX A* 1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
DATE OF NO. OF UNITS PRICE PER TRANSACTION NO. OF UNITS PURCHASED SOLD UNIT ----------- ---------------------- ------------ --------- 2/7/96 100,000 $10 5/8 1/23/96 15,000 $10 1/2 12/22/95 25,000 $9 3/8 12/8/95 5,000 $9 1/4
- --------------- * Each of the transactions set forth in this Appendix was a regular way transaction. -----END PRIVACY-ENHANCED MESSAGE-----