-----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, Qnc+bhttkueSVNRKrmzSB0LU+fUOExDeWQ7HO7y+oTMxRqHhq3groGegihD7BI/m MAUsqscpNi2WYTEQCVA5Xw== 0000902664-96-000090.txt : 19960709 0000902664-96-000090.hdr.sgml : 19960709 ACCESSION NUMBER: 0000902664-96-000090 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960708 SROS: NASD GROUP MEMBERS: HOWARD P. BERKOWITZ GROUP MEMBERS: HPB ASSOCIATES LP GROUP MEMBERS: HPB ASSOCIATES, L.P. GROUP MEMBERS: HPB GROUP, L.L.C. GROUP MEMBERS: TERRY O'CONNOR 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: 96592054 BUSINESS ADDRESS: STREET 1: 101 MERRITT SEVEN CORPORATE PK STREET 2: 7TH FLOOR CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 2038497800 MAIL ADDRESS: STREET 1: 101 MERRITT SEVEN CORPORATE PARK STREET 2: 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: HPB ASSOCIATES LP CENTRAL INDEX KEY: 0000760559 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2126640990 MAIL ADDRESS: STREET 2: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) EMCOR Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 29084Q100 (CUSIP Number) Mr. Howard P. Berkowitz (212) 664-0990 HPB Associates, L.P. 888 Seventh Avenue New York, New York 10106 (Name, address and telephone number of person authorized to receive notices and communications) June 28, 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 [x]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Page 1 0f 10 Pages 13D CUSIP No. 29084Q100 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. HPB Associates, L.P. OF ABOVE PERSON _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS WC _____________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 597,000 OWNED BY ______________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 597,000 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 597,000 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON PN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 10 Pages 13D CUSIP No. 29084Q100 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. HPB Group, L.L.C. OF ABOVE PERSON _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS OO _____________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 597,000 (all shares are owned for the account of HPB Associates, L.P.) OWNED BY ______________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 597,000 (all shares are owned for the account of HPB Associates, L.P.) _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 597,000 (all shares are owned for the account of HPB Associates, L.P.) _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON OO _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 10 Pages 13D CUSIP No. 29084Q100 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. Howard P. Berkowitz OF ABOVE PERSON _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS OO _____________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 597,000 (all shares are owned for the account of HPB Associates, L.P.) OWNED BY ______________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 597,000 (all shares are owned for the account of HPB Associates, L.P.) _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 597,000 (all shares are owned for the account of HPB Associates, L.P.) _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 10 Pages 13D CUSIP No. 29084Q100 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. Terry O'Connor OF ABOVE PERSON _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS PF _____________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER 3,000 SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY ______________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER 3,000 REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER -0- _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 0f 10 Pages Item 1. Security and Issuer This statement on Schedule 13D ("Schedule 13D") is being filed with respect to the common stock (the "Common Stock"), of EMCOR Group, Inc., a Delaware corporation (the "Company"), whose principal executive offices are located at 101 Merritt Seven Corporate Park, Norwalk, Connecticut 06851. Item 2. Identity and Background (a) This Schedule 13D is being filed on behalf of (i) HPB Associates, L.P., a Delaware limited partnership (the "Partnership"); (ii) HPB Group, L.L.C., a Delaware limited liability company and sole Managing Partner of the Partnership ("HPB Group"); (iii) Howard P. Berkowitz, a United States citizen and Senior Managing Member of HPB Group; and (iv) Terry O'Connor a Member of HPB Group. Neither HPB Group nor Mr. Berkowitz directly own shares of Common Stock. The additional member of HPB Group is Mr. Clifford Greenberg (the "Additional Member"), who is a United States citizen. The reporting entities and individuals are making a joint filing pursuant to Rule 13d-1(f) because, by reason of the relationship as described herein, they may be deemed to be a "group" within the meaning of Section 13(d)(3) with respect to acquiring, holding and disposing of shares of Common Stock. (b) The business address of each of the Partnership, HPB Group, Mr. Berkowitz, Mr. O'Connor and the Additional Member is 888 Seventh Avenue, New York, New York 10106. (c) The Partnership is a private investment partnership. The principal occupation of HPB Group is acting as managing partner of the Partnership. The principal occupation of Mr. Berkowitz is acting as Senior Managing Member of HPB Group. The principal occupation of each of Messrs. O'Connor and Greenberg is acting as members of HPB Group. (d) None of the Partnership, HPB Group, Mr. Berkowitz, Mr. O'Connor or the Additional Member has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Partnership, HPB Group, Mr. Berkowitz, Mr. O'Connor or the Additional Member has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as result of such proceeding 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 a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The source of funds for the purchases reported by the Partnership herein was the Partnership's capital. The total amount of funds used by the Partnership to purchase the 597,000 shares of Common Stock owned by it is $8,066,874.80 Page 6 of 10 Pages Item 4. Purpose of Transaction The purpose of the acquisition of the shares of Common Stock by the Partnership is for investment. The Partnership intends to review its holdings with respect to the Company on a continuing basis. Depending on the Partnership's evaluation of the Company's business and prospects, and upon future developments (including, but not limited to, market prices of the shares of Common Stock and availability and alternative uses of funds; as well as conditions in the securities markets and general economic and industry conditions), the Partnership may acquire additional shares of Common Stock or other securities of the Company; sell all or a portion of its shares of Common Stock or other securities of the Company, now owned or hereafter acquired, or maintain its position at current levels. The Partnership has no present plans or proposals which relate to, or would result in, any of the matters enumerated in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. The Partnership may, at any time and from time to time, review or reconsider its position with respect to the Company, and formulate plans or proposals with respect to any such matters. Item 5. Interest in Securities of the Issuer (a) As of the close of business on July 2, 1996, (i) the Partnership owned, within the meaning of Rule 13d-3 under the Exchange Act, 597,000 shares of the Common Stock representing approximately 6.3% of the outstanding shares of Common Stock (based upon 9,424,706 shares of Common Stock reported to be outstanding at April 30, 1996 in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission for the quarter ended March 31, 1996) and (ii) Terry O'Connor owned , within the meaning of Rule 13d-3 under the Exchange Act, 3,000 shares of the Common Stock representing approximately 0.03% of the outstanding shares of Common Stock (based upon 9,424,706 shares of Common Stock reported to be outstanding at April 30, 1996 in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission for the quarter ended March 31, 1996). HPB Group, as sole managing partner of the Partnership, and Mr. Berkowitz, as Senior Managing Member of HPB Group, may be deemed the beneficial owner of the 597,000 shares of Common Stock held by the Partnership. (b) The Partnership has the sole power to vote and dispose of 597,000 shares of the Common Stock owned by it, which power may be exercised by its managing partner, HPB Group and by Mr. Berkowitz as the Senior Managing Member of HPB Group. Mr. O'Connor has the sole power to vote and dispose of 3,000 shares of the Common Stock owned by him. (c) The trading dates, number of shares of Common Stock purchased and price per share for all transactions in the Common Stock by the Partnership during the past 60 days are set forth on Schedule A hereto. All such transactions were open market transactions and were effected on the Nasdaq National Market. (d) Not applicable. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Other than the agreement described in Item 7 below, there are no contracts, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons or any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the Common Stock, 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. ITEM 7. Material To Be Filed As Exhibits There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements, as required by Rule 13d-1(f)(1) of the Securities Act of 1934. Page 7 of 10 Pages SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 8, 1996 HPB ASSOCIATES, L.P. By: HPB GROUP, L.L.C., its general partner By:/s/ HOWARD P. BERKOWITZ Howard P. Berkowitz Senior Managing Member HPB GROUP, L.L.C. By: /s/ HOWARD P.BERKOWITZ Howard P. Berkowitz Senior Managing Member /s/ HOWARD P. BERKOWITZ Howard P. Berkowitz /s/ TERRY O'CONNOR Terry O'Connor Page 8 of 10 Pages SCHEDULE A Transactions in the Common Stock By The Partnership Date Price Price Per Number of Total Amount Traded Per Share, Shares of Share including Common commission Stock (if Purchased different) 03/15/96 11.4125 50,000 570,625.00 03/15/96 11.5000 11.55 9,000 103,950.00 03/15/96 12.0710 230,000 2,776,330.00 03/18/96 12.0000 11,000 132,000.00 03/28/96 11.9063 20,000 238,126.00 04/02/96 12.1250 10,000 121,250.00 04/10/96 12.2500 5,000 61,250.00 04/22/96 13.5000 15,000 202,500.00 05/03/96 14.3750 25,000 359,375.00 05/15/96 15.1250 2,500 37,812.50 05/15/96 14.8750 7,500 111,562.50 05/17/96 15.5417 15,000 233,125.50 06/19/96 15.6875 25,000 392,187.50 06/20/96 15.1250 10,000 151,250.00 06/21/96 14.5000 14.5625 25,000 364,062.50 06/28/96 14.9685 15.0185 26,000 390,481.00 06/28/96 15.1250 10,000 151,250.00 07/01/96 15.5000 10,000 155,000.00 07/01/96 15.8958 15.9458 6,000 95,674.80 07/02/96 16.7500 10,000 167,500.00 07/02/96 16.6875 75,000 1,251,562.50 Page 9 of 10 Pages EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(f)1 The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, as amended, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, as amended, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. /s/ HOWARD P. BERKOWITZ Howard P. Berkowitz, as Senior Managing Member of HPB Group, L.L.C. /s/ HOWARD P. BERKOWITZ Howard P. Berkowitz, as Senior Managing Member of HPB Group, L.L.C., as the General Partner of HPB Associates, L.P. /s/ HOWARD P. BERKOWITZ Howard P. Berkowitz /s/ TERRY O'CONNOR Terry O'Connor Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----