-----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, Quu/Ewgt0Y2CBY0nvOD7HJtLYaKeJVQWSH/bDbj046ZnaCySpUJx/hSO1YoHB8ah 7o1/nydJT9KW7wAYPF/9fA== 0000902664-98-000087.txt : 19980226 0000902664-98-000087.hdr.sgml : 19980226 ACCESSION NUMBER: 0000902664-98-000087 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980225 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 13G/A SEC ACT: SEC FILE NUMBER: 005-12871 FILM NUMBER: 98548530 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: TONTINE FINANCIAL PARTNERS LP CENTRAL INDEX KEY: 0001000934 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 31 W 52ND ST 17 FL CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 31 WEST 52ND ST STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 FORMER COMPANY: FORMER CONFORMED NAME: TONTINE PARTNERS L P DATE OF NAME CHANGE: 19960509 SC 13G/A 1 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. -----END PRIVACY-ENHANCED MESSAGE-----