SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
EMCOR GROUP, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
29084Q100
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(CUSIP Number)
December 31, 2001
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 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 ("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).
Page 1 of 6 pages
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CUSIP No. 29084Q100 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Cumberland Associates LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER
NUMBER OF 188,696
SHARES --------- -------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 21,304
REPORTING --------- -------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
188,696
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8 SHARED DISPOSITIVE POWER
21,304
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
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12 TYPE OF REPORTING PERSON*
00, IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a) Name of Issuer:
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Emcor Group, Inc. (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
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101 Merritt Seven Corporate Park
Norwalk, Connecticut 06851
Items 2(a) Name of Person Filing:
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This statement is being filed by Cumberland
Associates LLC. Cumberland Associates LLC is
a limited liability company organized under
the laws of the State of New York, and is
engaged in the business of managing, on a
discretionary basis, ten securities accounts
(the "Accounts"), the principal one of which
is Cumberland Partners. Gary Tynes, Bruce G.
Wilcox and Andrew M. Wallach are the members
(the "Members") of Cumberland Associates
LLC.
Item 2(b) Address of Principal Business Office:
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The address of the principal business and
office of Cumberland Associates LLC and each
of the Members is 1114 Avenue of the
Americas, New York, New York 10036.
Item 2(c) Citizenship:
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Cumberland Associates LLC is a New York
limited liability company. Each of the
Members is a citizen of the United States.
Item 2(d) Title of Class of Securities:
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Common Stock, par value $.01 per share (the "Shares")
Item 2(e) CUSIP Number:
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29084Q100
Item 3 Not Applicable
Item 4. Ownership:
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Item 4(a) Amount Beneficially Owned:
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As of December 31, 2001, Cumberland
Associates LLC may be deemed the beneficial
owner of 210,000 Shares.
Item 4(b) Percent of Class:
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The number of Shares of which Cumberland Associates LLC may be
deemed to be the beneficial owner constitutes approximately
1.4% of the total number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
188,696
(ii) Shared power to vote or to direct the vote:
21,304
(iii) Sole power to dispose or to direct the disposition of:
188,696
(iv) Shared power to dispose or to direct the disposition of:
21,304
Item 5 Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [X]
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
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The beneficial owners of the Accounts have the right to
participate in the receipt of dividends from, or proceeds from
the sale of, the Shares held for each Account in accordance with
their ownership interests in each such Account.
Item 7 Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on By the Parent Holding
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Company:
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Not Applicable
Item 8 Identification and Classification of Members of the Group:
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Not Applicable
Item 9 Notice of Dissolution of Group:
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Not Applicable
Item 10 Certification:
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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.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 14, 2002
CUMBERLAND ASSOCIATES LLC
By: /s/ Andrew M. Wallach
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Name: Andrew M. Wallach
Title: Member