-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pG4nsPA/aR/aMx0eQtim4DNVOowtlK/kc0fhvqYsa8wYXD51+JRBcF4iRTDtsBIo zmQNRSHc3YUkEXh6uXT7vA== 0000899140-95-000098.txt : 19950616 0000899140-95-000098.hdr.sgml : 19950616 ACCESSION NUMBER: 0000899140-95-000098 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950615 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-12871 FILM NUMBER: 95547381 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 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125750900 SC 13D 1 SCHDEULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 EMCOR GROUP, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (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) May 31, 1995 (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 [x]. 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 None NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 442,534 WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 442,534 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% 14. TYPE OF REPORTING PERSON* PN, IA 3 Item 1. Security and Issuer. This statement 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. Item 2. Identity and Background. 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, nine 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. K. Tucker Andersen, Richard Reiss, Jr., 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 4 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. As of the date hereof, Cumberland Associates held and beneficially owned 442,534 shares of Common Stock. The aggregate purchase price of the Common Stock purchased by Cumberland Associates on behalf of Cumberland Partners and LongView Partners was $3,049,995.75. Of this amount, Cumberland Associates invested approximately $2,216,725.75 on behalf of Cumberland Partners and $833,270 on behalf of LongView Partners. The source of funds for the purchase of all such Common Stock by Cumberland Associates was a combination of investment capital contributed by Cumberland Partners and LongView Partners 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 Securities Exchange Act of 1934 (the "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 and LongView Partners, and therefore each General Partner may be deemed to have invested the aggregate amount of funds noted 5 above. None of the General Partners, however, has independently invested any of his funds for the purpose of purchasing the Common Stock. Item 4. Purpose of Transaction. Cumberland Associates has purchased, on behalf of its discretionary accounts, the Common Stock in order to acquire an equity interest in the Company. As of the date hereof, Cumberland Associates is holding such Common Stock solely for investment and it has no present plans or proposals with respect to any material change in the Company's business or corporate structure or, generally, any other action referred to in instructions (a) through (j) of Item 4 of the form of Schedule 13D. Depending on market conditions and other factors, Cumberland Associates may continue purchases of Common Stock or may sell or otherwise dispose of all or portions of such Common Stock, if such sales and purchases would be desirable investments for the portfolios of its accounts. 6 Item 5. Interest in Securities of the Issuer. As of the date hereof, Cumberland Associates beneficially owned the aggregate number and percentage of outstanding Common Stock set forth below: Number of Shares Percentage* 442,534 (1) (2) 6.0% 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 commencing 60 days prior to May 31, 1995 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 ______________________ * Based on 7,400,481 shares of Common Stock outstanding on May 31, 1995, as indicated by Joseph W. Barnett, Vice-President of Corporate Communications and Secretary of the Company. (1) As to all of which, there is sole power to dispose or to direct the disposition of such Shares. (2) Cumberland Associates has no voting power with respect to any of the Shares. 7 Associates, however, 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. Pursuant to management agreements with all of its accounts except Cumberland Partners and LongView Partners, 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 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 and LongView Partners, Cumberland Associates receives an annual management fee from each such account holder 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. 8 Item 7. Material to be Filed as Exhibits. No Exhibits are filed herewith. 9 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: June 14, 1995 CUMBERLAND ASSOCIATES By: /s/ Bruce G. Wilcox Bruce G. Wilcox General Partner 10 APPENDIX A* 1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES DATE OF NO. OF UNITS NO. OF UNITS PRICE PER TRANSACTION PURCHASED SOLD UNIT 4/27/95 15,000 $5.81 4/27/95 30,000 $6.05 4/28/95 50,000 $6.05 5/2/95 100,000 $6.55 5/2/95 20,000 $6.56 5/2/95 30,000 $6.67 5/9/95 76,837 $7.42 5/18/95 25,000 $7.29 5/26/95 7,879 $7.55 5/31/95 50,000 $7.80 6/9/95 9,500 $7.80 6/14/95 28,318 $7.63 __________________________ * Each of the transactions set forth in this Appendix was a regular way transaction. -----END PRIVACY-ENHANCED MESSAGE-----