UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GENCOR INDUSTRIES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
368-678-108
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(CUSIP Number)
Linda Lerner, Esq.
160 Summit Avenue, Montvale, New Jersey 07645/(201) 782-0200
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 14, 1996
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(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.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
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 5
SCHEDULE 13D
<PAGE>
CUSIP NO. 368-678-108 Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Josef A. Ross
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
Number of
Shares 63,975
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Beneficially 8. SHARED VOTING POWER
Owned By
Each 413,416
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Reporting
Person With 9. SOLE DISPOSITIVE POWER
63,975
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10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
477,391
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.7%
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14. TYPE OF REPORTING PERSON
IN
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<PAGE>
Item 1. Security and Issuer
Common Stock
Gencor Industries, Inc.
5201 North Orange Blossom Trail
Orlando, FL 32810
Item 2. Identity and Background
(a) Josef A. Ross
(b) c/o Universal Trav-Ler, Inc.
359 Wales Avenue
Bronx, New York 10454
(c) President, Universal Trav-Ler, Inc., 359 Wales
Avenue, Bronx, NY 10454
(d) No
(e) No
(f) United States
Item 3. Source and Amount of Funds or Other Consideration.
PF All of the 63,975 shares directly beneficially owned by Mr. Ross
were purchased for cash other than shares distributed as a
dividend by the issuer.
Item 4. Purpose of Transaction
There are no current plans or proposals to acquire or dispose of the
issuer's securities or to seek any change in the issuer's business or
corporate structure other than that at the issuer's annual meeting of
shareholders held on August 14, 1996, Mr. Ross voted his own and all
shares as to which he held a proxy against management's proposal to amend
the issuer's charter to authorize additional shares because he believed the
charter amendment was not in the best interest of the common stockholders.
Such proposal was defeated. Additionally, Mr. Ross nominated Mr. Robert
Kashan to be the director of the issuer elected by its common stockholders
at the issuer's annual meeting. The issuer's board of directors consists
of five directors; only one is elected by the common stockholders. Mr. Ross
believed that Mr. Kashan would be a more independent representative of the
common stockholders than management's nominee and would be more effective
in promoting maximization of the value of the common stock. Mr. Kashan had
agreed to serve in such capacity if elected. Mr. Ross voted his own shares
and all shares as to which he obtained a proxy for the election of Mr.
Kashan. Mr. Kashan was declared not to have been elected by the issuer's
management, which held that management's nominee, David Air, was elected.
Mr. Ross has protested the tabulation of the proxies.
Page 3 of 5
Item 5. Interest in Securities of the Issuer
<PAGE>
(a) The aggregate number of the issuer's common shares beneficially owned
at the close of business on July 1, 1996 (the record date for the issuer's
annual meeting of shareholders), by Mr. Ross plus all shares as to which
Mr. Ross was given a proxy was 477,391 equaling approximately 35.7% of the
common stock outstanding on the record date.
All shares owed by Mr. Ross individually are subject to sole voting and
dispositive power.
(b) Shares beneficially owned by each reporting person:
Josef A. Ross, individually TOTAL: 63,975
PERCENTAGE: 4.8%
Josef A. Ross as proxy TOTAL: 413,416
PERCENTAGE: 30.9%
(c) N/A
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Mr. Ross voted his own shares and all shares as to which he was given
a proxy for the election of Robert D. Kashan to serve as the director
of the issuer elected by the common stockholders, against management's
proposed charter amendment and for ratification of the issuer's
accountants.
Item 7. Material to be Filed as Exhibits
None
Page 4 of 5
<PAGE>
Signature
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.
August 23, 1996
/s/ Josef A. Ross
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Josef A. Ross
Page 5 of 5
