SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting material Pursuant to Sec.240.141-11(C) or Sec.240.14a-12
Gencor Industries, Inc.
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(Name of Registrant as Specified In Its Charter)
Josef Ross
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Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), 14a-6(I)(2) or
Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(I)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________
2) Aggregate number of securities to which transaction applies:
________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________
4) Proposed maximum aggregate value of transaction:
________________________________
5) Total fee paid:
________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:____________
2) Form, Schedule or Registration Statement No.: __________
3) Filing Party ____________________________
4) Date Filed ________________________
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PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS OF
GENCOR INDUSTRIES, INC.
TO BE HELD AUGUST 14, 1996
This Proxy Statement is furnished in connection with the Annual Meeting of
Shareholders of Gencor Industries, Inc. (the "Company" or "Gencor") to be held
on August 14, 1996 (the "Annual Meeting"), at 9:00 a.m., local time, at the
corporate offices of Gencor Industries, Inc., 5201 North Orange Blossom Trail,
Orlando, Florida. A Form of Proxy and Request for Legal Proxy accompanies this
Proxy Statement. This Proxy Statement and accompanying proxy and request for
legal proxy are first being sent to shareholders of the Company's common stock
on or about July 30, 1996. Holders of Class B stock are not being solicited.
SOLICITATION AND REVOCATION OF PROXY
This Proxy Statement is furnished in connection with the solicitation of
proxies by Josef Ross to be utilized at the Annual Meeting of the holders of the
Company's Common Stock, par value $.10 per share, and Class B Stock, par value
$.10 per share (hereinafter referred to as "Common Stock" and "Class B Stock,",
respectively) to be held August 14, 1996. Execution of the enclosed proxy by a
Gencor shareholder and delivery of the proxy to Mr. Ross to be voted by him will
revoke all prior proxies. The enclosed proxy may be revoked at any time before
it is exercised by attending and voting in person at the meeting, by giving
written notice of revocation to the Secretary of the Company prior to the taking
of the vote for which such proxy has been given, or by delivery to the Secretary
of the Company of a duly executed proxy bearing a later date. Notice and
delivery shall occur upon actual receipt by the Secretary of the Company at its
principal offices. The cost of soliciting proxies will be borne by Mr. Ross,
who has engaged an attorney for such purpose. Mr. Ross estimates that his cost
of this proxy solicitation will not exceed $1,000; no expenditures have been
made as of the date hereof. In addition to the use of the mails, proxies may be
solicited personally or by telephone or telephone facsimile transmission by Mr.
Ross. All properly executed unrevoked proxies received in time for the meeting
will be voted as specified. The proxy may only be voted in accordance with the
indication made by the beneficial owner of the shares. If no indication is made
with respect to a particular item, the proxies may not be voted with respect to
such item.
FOR STOCKHOLDERS WITH PHYSICAL POSSESSION OF THEIR CERTIFICATES, FILL OUT, DATE
AND SIGN THE PROXY AND RETURN IT TO MR. ROSS IN THE UPS OVERNIGHT COURIER
ENVELOPE PROVIDED. IF YOUR STOCK IS HELD IN STREET NAME YOU MUST ALSO DATE AND
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SIGN THE "REQUEST FOR LEGAL PROXY" FORM AND FAX IT TO YOUR BROKER.
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HISTORY OF THE 1996 ANNUAL MEETING
Gencor previously scheduled its 1996 annual shareholders meeting for March
8, 1996 (the "March Annual Meeting"), and solicited proxies for that meeting. A
dissident shareholder, Mr. Robert J. Stevens, had solicited proxies and had
obtained authority to vote a majority of the then outstanding shares of Common
Stock. It was Mr. Stevens intention to nominate and vote for Mr. Robert D.
Kashan as the director elected by Gencor's Common Stockholders. On the day of
the scheduled meeting a quorum of the Common Stockholders was present at the
meeting. However, a quorum of the Class B stockholders was not in attendance
and thus the March annual meeting was not held. Approximately 88% of the Class
B Stock is held by Mr. E.J. Elliott, Chairman of the Board and Chief Executive
Officer of the Company. Mr. Ross believes that Mr. E.J. Elliott chose not to
attend the March annual meeting because he had learned that the dissident
shareholders would be able to elect their candidate as a director of the
Company. Mr. Ross believes that Mr. Elliott's refusal to attend the March
annual meeting was not in the best interest of Gencor's Common Stockholders.
Gencor's management sent a letter dated March 15, 1996, to its shareholders
stating that Gencor's board of directors would "attempt to reschedule a meeting
in approximately 45 days, or when a quorum in both classes of stock can be
achieved." That date would have been approximately April 30, 1996. Gencor's
notice of meeting for the new annual meeting of shareholders is dated July 5,
1996.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
This proxy solicitation is being made by Mr. Josef Ross. Mr. Ross is
employed as the president of Universal Trav-ler Inc. Mr. Ross' business address
is 359 Wales Avenue, Bronx, New York 10454.
This proxy solicitation is being made to solicit proxies to elect Mr.
Robert D. Kashan as the Director of the Company elected by the Common
Shareholders, to vote against management's proposal to increase the number of
authorized shares of Common Stock and Class B Stock of the Company, and to vote
against management's proposal to ratify the selection of Deloitte & Touche LLP
as the auditors of the Company.
Robert Kashan is the president of Kashan Litho, Inc., a company engaged in
the commercial printing business. Mr. Kashan and Kashan Litho are located at
424 West 33rd Street, New York, New York 10001. It is Mr. Ross' belief that the
holders of Common Stock would be better served by choosing an independent voice
to represent them on the Board of Directors rather than being represented by the
nominee of management. It is also Mr. Ross' belief that management's proposal
to increase the number of authorized shares should be rejected by the Common
Stockholders as not in their best interest at this time and potentially dilutive
of the very limited ability they currently have to exercise some degree of
control over the Company. Because the holders of Common Stock may elect only
one of the Company's five directors (the other directors being elected by the
holders of the Company's Class B Stock, which is controlled by Gencor's current
management), the election of Mr. Kashan would not effect a change of control
over the Company. Both Mr. Ross and Mr. Kashan believe that the Company has not
done enough to maximize shareholder value. Neither Mr. Ross nor Mr. Kashan has
at this time formulated specific strategies they wish the Company to pursue to
reach this goal.
Mr. Ross is the record and beneficial owner of 56,825 shares of the
Company's Common Stock, 51,660 of which were purchased for cash and 5,165 of
which were received as a stock dividend. Mr. Kashan is the record and
beneficial owner of 26,850 shares of the Company's Common Stock which he
purchased (other than stock received as a dividend) in a margin account and the
beneficial owner of an additional 7,940 shares which were purchased (other than
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stock received as a dividend) for cash by a pension plan for Mr. Kashan's
benefit.
In the past two years Mr. Ross has entered into no purchase and sale
transactions in the Company's Common Stock. Mr. Ross received a stock dividend
of 5,165 shares of the Company's Common Stock on December 30, 1994.
In the past two years Mr. Kashan and Hampton Offset Inc. Money Purchase
Plan ("Hampton"), a pension plan of which Mr. Kashan is the beneficiary, have
entered into the following purchase and sale transactions in the Company's
Common Stock. All margin transactions were in Mr. Kashan's account; all cash
transactions were in Hampton's account.
Date Type Amount Cash/Margin Price
---- ---- ------ ----------- -----
Aug. 30, 1994 Buy 1,700 Cash 8 5/16
Sept. 1, 1994 Buy 1,500 Margin 10 3/4
Sept. 2, 1994 Buy 1,700 Cash 11 1/16
Sept. 28, 1994 Buy 500 Margin 12 1/2
Sept. 28, 1994 Buy 1,500 Margin 11 1/2
Oct. 17, 1994 Buy 3,000 Cash 13
Nov. 25, 1994 Buy 2,000 Cash 12 1/2
Dec. 30, 1994 Div. 540 Dividend -
Dec. 30, 1994 Div. 2,350 Dividend -
With respect to the Company's 1995 annual meeting of shareholders, Mr.
Kashan gave a proxy to vote all shares owned as of the record date of such
meeting to Mr. Harvey Houtkin.
Harvey Houtkin and certain of his affiliates and relatives (and their
affiliates) file reports on Form 13D relating to their control, in the
aggregate, of 348,773 shares of the Company's Common Stock, equaling
approximately 26% of the Company's issued and outstanding Common Stock. Mr.
Houtkin is the President of All-Tech Investment Group, Inc. ("All-Tech"), an
NASD registered broker-dealer which makes a market in the Company's Common Stock
and many of whose customers own shares of the Company's Common Stock. Mr.
Kashan and Mr. Ross are customers of All-Tech as well as friends of Mr. Houtkin.
VOTING SECURITIES
The Company's proxy statement dated July 5, 1996 (the "Company proxy
statement"), states that at the close of business on June 3, 1996, there were
1,338,833 shares of Common Stock and 434,032 shares of Class B Stock outstanding
and entitled to vote at the Annual Meeting. The Company proxy statement does
not indicate that such number of outstanding shares was different on the record
date for the meeting, July 1, 1996. Mr. Ross has presumed that it was not,
although such may not be the case. Mr. Ross believes that Gencor's shareholders
should have been informed in management's proxy statement as to the number of
shares outstanding on the record date, especially in light of the fact that
dissident proxies were solicited for the March annual meeting.
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The holders of such shares are entitled to one vote for each share of stock
held by them on any matter to be presented at the Annual Meeting, including the
election of Directors. The holders of Common Stock and Class B Stock will vote
separately as a class on the election of Directors. Only shareholders of record
at the close of business on July 1, 1996, are entitled to vote at the Annual
Meeting and any adjournment thereof. Management has elected not to disclose in
the Company proxy statement the number of shares issued and outstanding on the
record date, an action Mr. Ross believes illustrates management's disregard for
the Company's public shareholders, management's unwillingness to share basic
information with its public shareholders, and management's desire to exercise
total control over the Company. Management of the Company has stated in its
proxy statement that it expects that the Directors and Executive Officers of the
Company will vote for the nominees and proposals shown in the Company proxy
statement. Mr. Ross intends to vote his shares for the election of Mr. Robert
D. Kashan as the director of the Company elected by the Common Stockholders,
against management's proposal to increase the number of authorized shares of
Common Stock and Class B Stock, and against the ratification of Deloitte &
Touche LLP as auditors for the Company for the year ending September 30, 1996,
and in his discretion with respect to other matters which may come before the
Annual Meeting. He will vote all shares with respect to which he receives
proxies pursuant to the instructions thereon.
The presence at the Annual Meeting, in person or by proxy, of a majority of
the outstanding shares of each class of Common Stock and Class B Stock will
constitute a quorum. The affirmative vote of the holders of the majority of
shares represented in person or by proxy at the meeting will be required for any
action to be approved.
PROPOSALS TO BE VOTED UPON BY SHAREHOLDERS
Election of Directors
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The Company's Certificate of Incorporation provides that 75% (calculated to
the nearest whole number, rounding a fractional number of five-tenths (.5) to
the next highest whole number) of the members of the Board shall be elected by
Class B shareholders, voting separately as a class. The Company stated in the
Company proxy statement that it anticipates that the Class B Directors will be
elected.
The Company proxy statement states that pursuant to the Company's Bylaws,
the Board of Directors has fixed the number of
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Directors at five. The Board of Directors of the Company selected the following
four persons, each of whom is serving as a Director currently, as nominees for
election as Directors of the Company by the Class B shareholders, to serve until
his respective successor has been elected and qualified, or until such
individual's earlier resignation or removal:
E.J. Elliott
Constantine L. Corpas
John E. Elliott
Peter Kourmolis
The affirmative vote of shareholders holding a majority of the Company's
issued and outstanding Class B Stock in attendance at the meeting, either in
person or by proxy, is required to approve this proposal. Abstentions, broker
votes not specifically authorized by the beneficial owner of the stock and
broker non-votes will have no effect.
THE FIFTH DIRECTOR OF THE COMPANY IS ELECTED BY THE COMMON SHAREHOLDERS.
MR. ROSS, WHO IS SOLICITING PROXIES HEREBY, INTENDS TO NOMINATE AND VOTE HIS
COMMON SHARES, FOR THE ELECTION OF ROBERT D. KASHAN AS THE DIRECTOR OF THE
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COMPANY ELECTED BY THE COMMON SHAREHOLDERS AND NOT FOR THE PERSON NOMINATED BY
THE COMPANY'S MANAGEMENT. MR. ROSS WILL ALSO VOTE ALL SHARES FOR WHICH HE
RECEIVES PROXIES PURSUANT TO THE INSTRUCTIONS INDICATED THEREON. MR. KASHAN IS
WILLING TO SERVE AS A DIRECTOR OF THE COMPANY.
The affirmative vote of shareholders holding a majority of the Company's
issued and outstanding Common Stock in attendance at the meeting, either in
person or by proxy, is required to elect Mr. Kashan. Abstentions and broker
non-votes will have no effect. The Director elected by the Common Shareholders
shall serve until his successor has been elected and qualified, or until his
earlier resignation or removal.
Directors and Executive Officers of the Company
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Set forth below is information regarding Robert D. Kashan, whom Mr. Ross
intends to nominate to serve as the Director of the Company elected by the
Common Shareholders:
Principal Occupation Director of
Name, Age and Position and Business Experience Company
Held with the Company During Past Five Years Since
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Robert D. Kashan, 42 President, Kashan Not currently
Litho, Inc. for 13 years a Director
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Mr. Kashan has agreed with Mr. Ross that if Mr. Ross nominates Mr. Kashan
as a Director of the Company, and Mr. Kashan is elected to serve, Mr. Kashan
will serve in such capacity until his successor is elected and shall have
qualified.
Neither Mr. Kashan nor any of his affiliates have transacted any business
with or received any consideration from the Company other than the stock
dividend declared on the Company's Common Stock, or entered into any business
relationship with or concerning the Company.
Proposed Amendment to the Company's Certificate of Incorporation to Increase the
Authorized Number of Shares of Common Stock and Class B Stock
Management has proposed to amend the Company's Certificate of Incorporation
to triple the number of authorized shares of Common Stock from five million to
15 million shares and to double the number of authorized shares of Class B stock
from 3,000,000 to 6,000,000 shares. Management indicates that the purposes of
such increases include acquiring another business, facilitating stock dividends
and stock splits, providing for possible future financings and issuing
additional shares to employees. Mr. Ross believes that it would be unwise to
issue such a broad blank check to management. Management has stated that it is
not currently considering action with respect to any of such purposes. Of the
currently authorized stock, only 1,338,833 of the 5 million authorized shares of
Common Stock are outstanding and only 434,032 of the 3,000,000 authorized shares
of Class B Stock are outstanding. None of the 300,000 authorized shares of
Preferred Stock has been issued. Thus, unless the Company plans to acquire a
business materially larger than itself, plans an extremely large financing or
plans to issue an extremely substantial number of shares to its management, such
additional authorized stock would appear to be unnecessary. Mr. Ross believes
that it would be wiser for the Common Stockholders to preserve the right to vote
on any transaction, such as the acquisition of a company as large or larger than
Gencor, which would substantially change the nature of the Company and the
degree of control, however limited currently, the Common Stockholders would be
able to exercise over the Company. Mr. Ross believes that splitting the stock
or issuing a stock dividend, the effect of which would be to depress the market
price of the Common Stock, which at the present time is only approximately $9.00
per share, would be unwise in the foreseeable future. Were the Company to
determine to obtain financing, a more than adequate amount of authorized but
unissued stock is currently available for such purpose. Finally, Mr. Ross
believes that more than an adequate amount of authorized but unissued stock is
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available for that purpose and for the purpose of issuance to management.
Finally, because Mr. Ross believes that management has failed to maximize
shareholder value, he believes that rewarding management by issuing additional
shares would appear to be unwarranted in the foreseeable future.
Ratification of Selection of Auditors
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The Company's Board of Directors has recommended in the Company proxy
statement that shareholders ratify and approve the Company's selection of
Deloitte and Touche LLP at the 1996 Annual Meeting. Mr. Ross intends to vote
his shares against such proposal because he believes that the Company's current
auditors have failed to properly instruct the Company with respect to the
presentation of comparative statements contained in management's unaudited
financial statements to render them not misleading. He will vote shares with
respect to which he receives a proxy in accordance with the instructions of the
beneficial owner of such shares.
Other Business
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The Company proxy statement states that the Company's Board of Directors
knows of no business which will be presented for action at the Annual Meeting
other than as set forth in its Proxy Statement, but if any other matters
properly come before the meeting, it is the intention of the persons named in
the Company's proxy to vote on such matters in accordance with their best
judgment. Mr. Ross knows of no business which will be presented for action at
the Annual Meeting other than as set forth in this Proxy Statement, but if any
other matters properly come before the meeting, it is his intention to vote his
shares on such matters in accordance with his best judgment.
SHAREHOLDER PROPOSALS
The Company proxy statement states that any proposal of a shareholder
intended to be presented at the Company's 1997 Annual Meeting of Shareholders
must be received by the President of the Company for possible inclusion in the
Company's Proxy Statement, and notice of meeting relating to that meeting by
October 18, 1996. Shareholder proposals must be made in compliance with the
applicable legal requirements promulgated by the Securities and Exchange
Commission and be furnished to the President by certified mail, return receipt
requested.
YOU ARE URGED TO SIGN AND RETURN YOUR PROXY PROMPTLY TO MAKE CERTAIN YOUR SHARES
WILL BE VOTED BY MR. ROSS AT THE 1996 ANNUAL MEETING. FOR YOUR CONVENIENCE, A
RETURN ENVELOPE IS ENCLOSED HEREWITH. IF YOUR STOCK IS HELD IN STREET NAME, YOU
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MUST ALSO FILL OUT THE REQUEST FOR LEGAL PROXY FORM AND SEND IT BY TELEPHONE
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FACSIMILE TO YOUR BROKER.
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Josef Ross
Bronx, New York
August , 1996
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THIS PROXY IS BEING SOLICITED BY ______
Annual Meeting of Shareholders of Gencor Industries, Inc.
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Instructions:
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This proxy is for holders of Common Stock only. Complete this form by checking
the appropriate boxes, signing below on the right and indicating the date below
on the left. If you do not date and sign the form, your vote may be declared
invalid. Please mark your choices clearly.
Vote for, against or withhold vote for Robert D. Kashan as Director elected by
the Common Shareholders:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Vote for, against or withhold vote to approve the amendment to the Company's
certificate of incorporation to increase the number of authorized shares of
Common and Class B Stock:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Vote for, against or withhold vote to ratify selections of Deloitte & Touche LLP
as auditors for the Company:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Discretionary authority to vote with respect to any other matters which may come
before the meeting:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The undersigned hereby appoints Josef Ross as proxy, with the power to appoint
his substitute, to represent and vote all shares of Common Stock of and on
behalf of the undersigned as designated above at the Annual Meeting of
Shareholders of Gencor Industries, Inc. to be held August 14, 1996, and any
adjournments thereof, with all powers the undersigned would possess if
personally present and voting at such meeting.
This proxy, when properly executed, will be voted in the manner directed on this
proxy by the undersigned shareholder. If no direction is indicated, the Proxy
will be voted FOR Proposals 1 and 2. Please sign exactly as your name appears
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hereon. If shares are held in the name of two persons, all must sign. If the
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signer is a corporation, sign full corporate name by duly authorized officer.
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DATE_______________ ___________________________
SIGNATURE
____________________________
SIGNATURE IF HELD JOINTLY
YOU MUST SIGN AND DATE THIS PROXY FOR IT TO BE COUNTED
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REQUEST FOR LEGAL PROXY
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IF YOUR STOCK IS HELD IN STREET NAME AT A BROKERAGE HOUSE, IN ADDITION TO
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FILLING OUT THE FORM OF PROXY ON THE PREVIOUS PAGE AND RETURNING IT TO MR. ROSS,
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PLEASE SIGN THIS FORM AT THE BOTTOM OF THE PAGE AND SEND IT BY FACSIMILE
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TRANSMISSION TO YOUR BROKER AT THE BROKERAGE FIRM WHERE YOU HAVE YOUR ACCOUNT.
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PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS. IF STOCK IS HELD BY TWO OR MORE
PERSONS, BOTH MUST SIGN. IF STOCK IS HELD BY A CORPORATION, SIGN FULL CORPORATE
NAME BY DULY AUTHORIZED OFFICER.
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August , 1996
[Name and address of
broker/dealer]
Re: Gencor Industries, Inc./ CUSIP # 368-678-108
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Gentlemen/Ladies:
At the close of business on July 1, 1996, the record date for the annual
meeting of shareholders (the "Annual Meeting") of Gencor Industries, Inc.
("Gencor") the following person was the beneficial owner of the number of shares
indicated standing in street name at your firm:
Name of Shareholder:
Acct No:
Number of Shares:
I wish to appoint Josef Ross as my proxy to vote the foregoing shares at the
Annual Meeting. Please forward a legal proxy to him by overnight delivery to
the following address:
Very truly yours,
_______________________________
Signature
_________________________
Signature if held jointly
