<PAGE>
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S) 240.14a-12
- -------------------------------------------------------------------------------
Gencor Industries, Inc.
- -------------------------------------------------------------------------------
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) or Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6i)(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:
____________________________________________________________________
[ X ] 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:
_______________________________________
<PAGE>
GENCOR INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD AUGUST 14, 1996
AND
PROXY STATEMENT
<PAGE>
GENCOR INDUSTRIES, INC.
5201 NORTH ORANGE BLOSSOM TRAIL ' ORLANDO, FLORIDA 32810
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 14, 1996
TO THE SHAREHOLDERS OF GENCOR INDUSTRIES, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of
Gencor Industries, Inc., a Delaware corporation (the "Company"), will be held at
the Gencor Corporate Offices, 5201 North Orange Blossom Trail, Orlando, Florida,
on August 14, 1996 at 9:00 A.M., local time, for the following purposes, all of
which are more completely set forth in the accompanying Proxy Statement:
1. To elect five Directors of the Company. Common Stock
shareholders will elect one Director, and Class B Stock shareholders will
elect four Directors.
2. To approve an amendment to the Company's Certificate of
Incorporation to increase the number of authorized Common Stock from
5,000,000 to 15,000,000 and the number of authorized Class B Stock from
3,000,000 to 6,000,000.
3. To ratify the selection of Deloitte & Touche LLP, independent
certified public accountants, as auditors for the Company for the year
ending September 30, 1996.
4. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on July 1, 1996, are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
The Company's Proxy Statement and proxy accompany this notice.
By order of the Board of Directors,
/s/ John E. Elliott
-------------------------------------
John E. Elliott
Secretary
Orlando, Florida
Date: July 5, 1996
Enclosures
****YOUR VOTE IS IMPORTANT****
YOU ARE URGED TO DATE, SIGN, AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES
MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY, REGARDLESS OF THE
NUMBER OF SHARES YOU HOLD, WILL AID THE COMPANY IN REDUCING THE EXPENSE OF
ADDITIONAL PROXY SOLICITATION. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
<PAGE>
GENCOR INDUSTRIES, INC.
5201 North Orange Blossom Trail ' Orlando, Florida 32810
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
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") to be held
August 14, 1996, at 9:00 a.m. local time, or any adjournments thereof at the
Gencor Corporate Offices, 5201 North Orange Blossom Trail, Orlando, Florida.
This Proxy Statement and accompanying proxy are first being mailed to
shareholders on or about July 5, 1996.
SOLICITATION AND REVOCATION OF PROXY
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of the Company to be used 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. 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 place of business. The
cost of soliciting proxies will be borne by the Company. In addition to the use
of the mails, proxies may be solicited personally, by telephone, or by telegraph
by the Directors, Officers, and employees of the Company, or by the Company's
transfer agent. Also, the Company will make arrangements with banks, brokerage
houses, and other nominees, fiduciaries, and custodians holding shares in their
names or in those of their nominees to forward proxy materials to the beneficial
owners of shares, and the Company will, upon request, reimburse such entities
for their reasonable expenses in sending the proxy materials. All properly
executed unrevoked proxies received in time for the meeting will be voted as
specified. If no other indication is made, the proxies will be voted for the
election of Directors shown as nominees and as recommended by the Board of
Directors with regard to all other matters.
VOTING SECURITIES
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 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. Although the Company has
not polled its Directors and Executive Officers, management expects that the
Directors and Executive Officers will vote for the nominees and proposals as
shown herein.
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.
PROPOSALS TO SHAREHOLDERS
1. ELECTION OF DIRECTORS
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
anticipates that the Class B Directors will be elected.
Pursuant to the Company's Bylaws, the Board of Directors has fixed the
number of Directors at five. The Board of Directors has selected the following
persons as nominees for election as Directors at the 1996 Annual Meeting of
Shareholders:
<PAGE>
To be elected by the Class B shareholders:
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
and broker non-votes will have no effect.
To be elected by Common Stock shareholders:
David A. Air
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 approve this proposal. Abstentions
and broker non-votes will have no effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES.
Each of the nominees for the Board of Directors is presently serving
as a Director of the Company. Each Director elected at the Annual Meeting shall
hold office until his respective successor has been elected and qualified, or
until such individual's earlier resignation or removal.
It is the intention of the persons named in the accompanying form of
proxy to nominate and, unless otherwise directed, vote such proxies for the
election of the nominees named above as Directors. The Board of Directors knows
of no reason why any nominee for Director would be unable to serve as a
Director. If any nominee should for any reason become unable to serve, the
shares represented by all valid proxies will be voted for the election of such
other person as the Board of Directors may designate, or the Board of Directors
may reduce the number of Directors to eliminate the vacancy.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table lists each Director and Executive Officer of the
Company and each nominee by class of stock for election as Director. The table
also includes the age, principal occupation and business experience for the past
five years, positions and offices held with the Company, and period of service
as a Director or Executive Officer.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION EXECUTIVE DIRECTOR
NAME, AGE AND POSITIONS AND BUSINESS EXPERIENCE OFFICER OF OF COMPANY
HELD WITH THE COMPANY DURING PAST FIVE YEARS COMPANY SINCE SINCE
DIRECTORS TO BE ELECTED BY CLASS B STOCK SHAREHOLDERS:
<S> <C> <C> <C>
E. J. Elliott, 66 Chairman of the Board and President 1968 1968
Chairman of the Board and of the Company
President; Director (1)
(4)
Constantine L. Corpas, 65 Attorney, Corpas & Pahys --- 1968
Director (1)(2)(3)
John E. Elliott, 35 Executive Vice President of the Company since 1985 1985
Executive Vice President, 1989; Secretary since 1994.
Secretary
Director (2)(4)
Peter Kourmolis, 79 Investor --- 1968
Director (3)
DIRECTORS TO BE ELECTED BY COMMON STOCK SHAREHOLDERS:
David A. Air, 62 Business Consultant. Managing Director --- 1993
Director (2)(3) General Combustion, Ltd., 1984-1992
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
EXECUTIVE OFFICERS OTHER THAN DIRECTORS (5):
Alan Dawes, 52 Managing Director, General Combustion, Ltd. 1985 ---
since 1992; Technical Director
of General Combustion, Ltd., 1985 - 1992.
David F. Brashears, 49 Senior Vice President, Technology, since 1993; 1978 ---
Vice President of Engineering, 1978 - 1993.
D. William Garrett, 46 Vice President, Sales since 1991. Between 1985 1991 ---
and 1991, he served inseveral sales and marketing
positions with Company and its subsidiaries.
Marc G. Elliott, 30 (4) Vice President, Marketing since 1993. He 1993 ---
previously served in various marketing positions
since he joined the Company in 1988.
Russell R. Lee III, 47 Treasurer of the Company since 1995. Corporate 1995 ---
Controller, 1990 - 1995.
</TABLE>
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
(4) E.J. Elliott is the father of John E. Elliott and Marc G. Elliott.
(5) Each executive officer holds office until his successor has been elected
and qualified, or until his earlier resignation or removal.
MEETINGS OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES OF THE BOARD
During the twelve months ended September 30, 1995, the Board of
Directors of the Company held three (3) meetings. All members of the Board
attended these meetings. The Board of Directors of the Company has a standing
Audit Committee which met once during fiscal 1995. The Compensation Committee
also met once during fiscal 1995, to discuss executive performance. During
fiscal 1995, stock options were granted to several Executive Officers/Directors
as described in this proxy statement and three (3) Executive Officers received
salary increases during fiscal 1995.
The Compensation Committee endeavors to ensure that the compensation
program for executive officers of the Company is effective in attracting and
retaining key executives responsible for the success of the Company and in
promoting its long-term interests and those of its stockholders. The committee,
without applying any specific quantitative formulas, considers such factors as
net income, earnings per share, duties and scope of responsibility, industry
standards and comparable salaries for the geographic area, corporate growth,
profits goals and market share increases. The functions of the Compensation
Committee include establishment of compensation plans for Gencor's executive
officers and administration of certain of Gencor's employee benefit and
compensation programs.
The members of these committees are indicated by footnotes to the
table under "Directors and Executive Officers of the Company" above. The Company
does not have a Nominating Committee.
The Audit Committee's responsibilities include selecting the Company's
auditors and reviewing the Company's audit plan, financial statements and
internal accounting and audit procedures.
DIRECTORS FEES
Directors fees are paid by the Company to non employee directors, at
the rate of $1,000 per quarter and $750 per meeting attended. During the twelve
months ended September 30, 1995, the Company paid Directors' fees in the
aggregate amount of $18,750.
EXECUTIVE COMPENSATION
The following table presents certain summary information concerning
compensation paid or accrued by the Company for services rendered in all
capacities during the fiscal years ended September 30, 1993 ,1994 and 1995 for
(i) the President of the Company and (ii) each of the other most highly
compensated executive officers of the Company (determined as of the end of the
last fiscal year) whose total annual salary and bonus exceeded $100,000
(collectively, the "Named Executive Officers").
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation: Awards:
Underlying All other
Name and Principal Position Year Salary (1) Options Compensation (2)
- ----------------------------------- ----- ------------ ------------- ---------------
<S> <C> <C> <C> <C>
E. J. Elliott 1995 $300,000 95,000 shares $2,596
President and Chairman of the Board 1994 232,521 --- 2,192
1993 (3) 179,811 --- 2,192
John E. Elliott 1995 $120,000 50,000 shares $0
Executive Vice President and Secretary 1994 60,000 --- 0
1993 (3) 45,500 --- 0
D. William Garrett 1995 $110,000 --- $1,586
Vice President, Sales 1994 110,000 --- 2,010
1993 (3) 82,500 --- 2,010
</TABLE>
(1) Does not include an amount for incidental personal use of business
automobiles furnished by the Company to certain of its Named Executive
Officers. The Company has determined that the aggregate incremental cost of
such benefits to the Named Executive Officers does not exceed, as to any
named individual, the lesser of $50,000 or 10% of the cash compensation
reported for such person.
(2) The Compensation reported under All Other Compensation represents
contributions to the Company's 401(K) Plan on behalf of the Named Executive
Officers to match 1995 pretax executive contributions (included under
salary) made by each executive officer to such plan.
(3) Nine months ended September 30, 1993.
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows all grants of options to the Named Executive
Officers of the Company in 1995. The options were granted under the Company's
1992 Plan. Pursuant to Securities and Exchange Commission (the "SEC") rules,
the table also shows the value of the options granted at the end of the option
terms (ten years) if the stock price were to appreciate annually by 5% and 10%,
respectively. There is no assurance that the stock price will appreciate at the
rates shown in the table. The table also indicates that if the stock price does
not appreciate, there will be no increase in the potential realizable value of
the options granted.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
--------------------------------------------------- ---------------------------------------
Percent
Number of of Total Options
Securities Granted to Exercise or
Underlying Employees in Base Price Expiration
Name Options Granted) Fiscal Year ($/SH) Date 0% 5% 10%
- ----------------- --------------- ----------------- ------------ ---------- --- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
E. J. Elliott 95,000 47.5% $9.50 12/16/99 0 $641,250 $1,672,000
John E. Elliott 50,000 25.0 9.50 12/16/99 0 337,500 880,000
</TABLE>
If the price of the Gencor Common Stock appreciates, the value of
Gencor Common Stock held by the shareholders will also increase. For example,
the market value of Gencor Common Stock on December 18, 1995, was approximately
$13.7 million, based upon the market price on that date. If the Gencor Common
Stock increases by 5% per year, the market value on December 18, 2005 of the
same number of shares would be approximately $23.5 million. If the price of
Gencor's Common Stock increases by 10% per year, the market value on December
18, 2005 would be approximately $39.2 million.
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
The following table provides information as to options exercised by
each of the Named Executive Officers of Gencor during 1995 and the value of
options held by such officers at year end measured in terms of the closing price
of Gencor Common Stock on September 30, 1995.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Shares Options at FY-End At FY-End ($)
Acquired on Value -------------------------- ----------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ------------ ------------ ----------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
E. J. Elliott None $0 95,000 0 $ 0 $0
John E. Elliott None 0 57,500 0 15,000 0
D. William Garrett None 0 15,000 0 101,250 0
</TABLE>
OPTIONS AND RIGHTS
In May of 1992, the Company's Board of Directors adopted the Gencor
Industries, Inc. 1992 Stock Option Plan (the "1992 Plan") which authorizes the
granting of options to Directors, officers and key employees of the Company or
any of its present or future subsidiaries. Up to 100,000 shares of the Company's
Common Stock, 100,000 shares of the Company's Class B Stock and fifteen percent
(15%) of the authorized Common Stock of any Company subsidiary are subject to
the 1992 Plan.
Under the 1992 Plan, non-qualified options may be granted at any price, and
the price of an incentive stock option must be at least the fair market value of
the shares on the date of grant and if the optionee holds at least 10% of the
total voting power of the Company, then the price of the incentive stock option
must be 110% of the fair market value on the date of grant. The 1992 Plan is
administered by a committee consisting of three members of the Company's Board
of Directors. The committee determines when and to whom options will be granted
and the terms of each option. Under the 1992 Plan, "reload options" may be
granted permitting an optionee who used the stock-for-stock exercise method to
receive back from the Company or its subsidiary a new option for the same number
of shares delivered to exercise the option. Stock appreciation rights are not
permitted under the 1992 Plan. Options may be granted over the life of the 1992
Plan.
In addition to options under the 1982 Incentive Stock Option Plan, Director
John E. Elliott held nonqualified stock options exercisable for 7,500 shares of
either Common Stock or Class B Stock at September 30, 1995. These options were
exercised at the exercise price of $7.50 per share on November 15, 1995.
Contemporaneously with the adoption of the 1992 Plan, the Board of Directors
authorized a stock option bonus for E.J. Elliott which would grant Mr. Elliott
fifteen percent (15%) of the outstanding shares of stock of Thermotech Systems
Corporation, a subsidiary of the Company. The terms and conditions for the
issuance of such shares have not been finalized, and no shares or options with
regard to Thermotech Systems Corporation have been issued to Mr. Elliott.
Options are granted based on the performance of the officers, directors and
employees.
FIVE YEAR TOTAL RETURN COMPARISON
The following graph compares the cumulative total return of the Company's
stock with the Wilshire Small Capitalization Index and the Dow Jones Heavy
Machinery Index for the period 12/31/90 through 9/30/95. The Company's fiscal
year ended 9/30/95. These calculations assume the value of investment in Company
stock, the Wilshire Index, and the Heavy Machinery Index was $100 on 12/31/90.
These calculations assume reinvestment of dividends in the Wilshire Index and
the Heavy Machinery Index. A ten percent (10%) stock dividend was declared on
November 16, 1994, payable December 30, 1994, to shareholders of record, on
November 16,1994. A five cent ($0.05) per share cash dividend was declared on
December 1, 1995, payable January 5, 1996, to shareholders of record on December
18, 1995.
<PAGE>
[GRAPH A APPEARS HERE]
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG GENCOR,
WILSHIRE SMALL CAP INDEX, AND DOW JONES HEAVY MACHINERY INDEX
<TABLE>
<CAPTION>
WILSHIRE SMALL DOW JONES HEAVY
GENCOR CAP INDEX MACHINERY
-------------- --------------- ---------------
<S> <C> <C> <C>
12/31/90 100 100 100
12/31/91 575 152 104
12/31/92 1052 174 112
9/30/93 815 199 171
9/30/94 1177 197 181
9/30/95 1000 227 215
</TABLE>
CERTAIN TRANSACTIONS WITH MANAGEMENT
The Company leases vehicles from Marcar Leasing Corporation
("Marcar"), a corporation engaged in general leasing to the public of machinery,
as well as vehicles, owned by members of E.J. Elliott's immediate family,
including John E. Elliott and Marc G. Elliott. The terms of the leases are
established based on the rates charged by independent leasing organizations and
are believed by the Board of Directors to be more favorable than those generally
available from independent third parties. Leases between the Company and Marcar
generally provide for equal monthly payments over either thirty-six months or
forty-eight months. During fiscal 1995, the Company made lease payments to
Marcar in the aggregate amount of $13,551.02.
Constantine L. Corpas is a partner in the law firm of Corpas & Pahys
which is retained by the Company to perform legal services. During fiscal 1995,
the Company paid the firm legal fees in the amount of $24,541.21 for services
rendered.
OWNERSHIP OF SECURITIES BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of June 3, 1996,
with respect to (i) each person known to management to be the beneficial owner
of more than 5% of the Company's Common Stock or Class B Stock, (ii) each
Director of the Company, and (iii) the current Directors and Executive Officers
of the Company as a group. Except as otherwise noted, each named beneficial
owner has sole voting and investment power over the shares shown.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP PERCENT OF CLASS [1]
----------------------- ---------------------
NAME AND ADDRESS OF COMMON CLASS B COMMON CLASS B
BENEFICIAL OWNER STOCK STOCK STOCK STOCK
<S> <C> <C> <C> <C>
E. J. ELLIOTT 99,934 [1] 382,772 [2] 7.0% 88.2%
5201 N. Orange Blossom Trail
Orlando, FL 32810
CONSTANTINE L. CORPAS 17,500 27,500 1.3% 6.3%
5201 N. Orange Blossom Trail
Orlando, FL 32810
JOHN E. ELLIOTT 77,000 69,380 [3] 5.3% 14.1%
5201. Orange Blossom Trail
Orlando, FL 32810
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PETER KOURMOLIS 12,203 --- * ---
5201 N. Orange Blossom Trail
Orlando, FL 32810
DAVID A. AIR 1,100 --- * ---
5201 N. Orange Blossom Trail
Orlando, FL 32810
HARVEY HOUTKIN 348,773 [4] --- 26.1% ---
78 Lafayette Avenue, Suite 207
Suffern, NY 10901
KENNEDY CAPITAL 128,918 [5] --- 9.6% ---
MANAGEMENT, INC.
425 New Ballas Road, Suite 181
St. Louis, MO 63141
All Directors & Executive 235,668 [6] 529,652 [7] 16.3% 97.8%
Officers as a Group [11 Persons]
</TABLE>
* Percentage ownership is less than 1%
[1] Includes 921 shares of Common Stock held by members of Mr. Elliott's
immediate family [other than John E. Elliott and Marc G. Elliott], as to
which shares Mr. Elliott disclaims beneficial ownership. Also includes
95,000 shares of Common Stock subject to presently exercisable options.
[2] Includes 38.068 shares of Class B Stock held by members of Mr. Elliott's
immediate family [other than John E. Elliott and Marc G. Elliott], as to
which shares Mr. Elliott disclaims beneficial ownership.
[3] Includes 50,000 shares of Class B Stock subject to presently
exercisable options.
[4] Based on a Schedule 13D dated November 16, 1995, filed by Harvey Houtkin
with the Securities and Exchange Commission. Includes 125,512 shares
individually owned by Mr. Houtkin and subject to sole voting and
dispositive power. Also includes the following shares with Mr. Houtkin as
control person subject to shared voting and dispositive power: 30,028
shares owned by Wanshef, Inc., which includes 22,351 shares held by All-
Tech Investment Group, Inc., a 100% owned subsidiary of Wanshef, Inc.
Wanshef Inc. is owned 50% by Mr. Houtkin and 50% by Mark Shefts. Includes
79,240 shares of Common Stock held by members of Mr. Houtkin's immediate
family, as to which shares Mr. Houtkin disclaims beneficial ownership.
Includes 38,140 shares owned by Mr. Shefts, Mr. Houtkin's brother-in-law,
and 75,853 shares owned by Wanda Shefts, Mr. Shefts' wife and Mr. Houtkin's
sister. Mr. Shefts disclaims beneficial ownership in the shares held by
Mrs. Shefts.
[5] Based on letter dated December 27, 1995, from Kennedy Capital Management,
Inc.
[6] Includes 115,000 shares of Common Stock subject to presently
exercisable options.
[7] Includes 107,500 shares of Class B Stock subject to presently exercisable
options.
Section 16(a) of the Exchange Act requires the Company's directors, officers
and certain stockholders to file with the Commission an initial statement of
beneficial ownership and certain statements of changes in beneficial ownership
of equity securities of the Company. Based solely on its review of such forms
received by it, the Company is unaware of any instances of noncompliance, or
late compliance, with such filings during the fiscal year ended September 30,
1995, by its officers, directors or stockholders, except as disclosed in the
next sentence. Due to on oversight, the change in beneficial ownership of 5,000
shares of Common Stock sold by D. William Garrett reportable in February 1995,
and the option to purchase 5,000 shares of Common Stock granted to David
Brashears, reportable in December 1994 were not reported until November 1995.
2. PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE
THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK AND CLASS B STOCK
The Company's Restated Certificate of Incorporation, as amended, (the
"Certificate of Incorporation") provides that the total number of shares of all
classes of stock which the Company shall have the authority to issue is
8,300,000 shares, consisting of 300,000 shares of Serial Preference Stock, par
value $0.10 per share; 5,000,000 shares of Common Stock, par value $0.10 per
share; and 3,000,000 shares of Class B Stock, par value $0.10 per share. The
Company's Board of Directors has adopted a resolution recommending that the
shareholders adopt an amendment to Article FOURTH of the Company's Certificate
of Incorporation in order to increase the authorized number of shares of the
Company's common stock from 5 million to 15 million and the authorized number of
shares of the Company's Class B Stock from 3,000,000 to 6,000,000 (the
"Amendment").
If the Amendment is approved, Article FOURTH of the Certificate of
Incorporation, which sets forth the Company's presently authorized capital
stock, will be amended by deleting Article FOURTH, Section A in its entirety and
substituting the following therefor:
<PAGE>
"FOURTH: Capital Stock.
-------------
A. Classes and Number of Shares. The total number of shares of all classes
----------------------------
of stock which the corporation shall have authority to issue is Twenty-One
Million Three Hundred Thousand (21,300,000) shares. The classes and the
aggregate number of shares of capital stock of each Class which the corporation
shall have authority to issue are as follows:
1. Three Hundred Thousand (300,000) shares of which shall be preferred
shares designated as Serial Preference Stock, par value $0.10 per share
(hereinafter called "Preferred Stock");
2. Fifteen Million (15,000,000) shares of which shall be designated as
Common Stock, par value $0.10 per share (hereinafter called "Common
Stock"); and
3. Six Million (6,000,000) shares of which shall be designated as
Class B Stock, par value $0.10 per share (hereinafter called "Class B
Stock")."
The Board of Directors believes that the authorized number of shares of stock
should be increased to provide sufficient shares for such corporate purposes as
may be determined by the Board of Directors including, without limitation;
acquiring other businesses in exchange for shares of the Company's stock;
facilitating broader ownership of the Company's stock by effecting stock splits
or issuing a stock dividend; flexibility for possible future financings; and
attracting and retaining valuable employees and directors by the issuance of
additional stock options or awards. The Company at present has no commitments,
agreements or undertakings to issue any such additional shares. The Board of
Directors considers the authorization of additional shares of stock advisable to
ensure prompt availability of shares for issuance should the occasion arise. If
required by law or regulation, the Company will seek shareholder approval prior
to any issuance of shares.
The Company intends to apply to the American Stock Exchange, on which the
shares of the Company's stock are currently listed, for the listing thereon of
additional shares to be issued and reserved for future issuance as a result of
the Amendment. Shares of the Company's stock, including the additional shares
proposed for authorization, do not have preemptive or similar rights. The
issuance of additional shares of stock could have the effect of diluting
existing shareholder earnings per share, book value per share and voting.
Adoption of this proposal requires the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock entitled to vote at the
Annual Meeting and the affirmative vote of the holders of a majority of the
outstanding shares of Class B Stock entitled to vote at the Annual Meeting.
Shares not voted (whether by abstention, broker non-votes or otherwise) have the
effect of a vote against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO INCREASE
AUTHORIZED STOCK.
3. SELECTION OF AUDITORS
On September 29, 1993, the Company dismissed Price Waterhouse LLP as its
independent accountants. The reports of Price Waterhouse LLP on the financial
statements for the past two fiscal years contained no adverse opinion or
disclaimer of opinion. However, the 1992 report included a material uncertainty
explanatory paragraph related to a material judgment against the Company in a
patent infringement lawsuit. The report of Price Waterhouse LLP on the financial
statements for the year ended December 31, 1991, also included a material
uncertainty explanatory paragraph related to a material judgment and other
litigation matters and an explanatory paragraph describing a change in
accounting principle for revenue recognition from completed contract to
percentage of completion for certain contracts. The Company's Audit Committee
and Board of Directors participated in and approved the decision to change
independent accountants. In connection with its audits for the two most recent
fiscal years and through September 29, 1993, there have been no disagreements
with Price Waterhouse LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Price Waterhouse LLP would
have caused them to make reference thereto in their report on the financial
statement for such years.
The Company engaged Deloitte & Touche LLP as its new independent accountants
as of September 29, 1993. Representatives of Deloitte & Touche LLP are expected
to be present at the meeting and will have the opportunity to make a statement
and will be available to respond to appropriate questions.
While ratification by shareholders of this appointment is not required by law
or the Company's Certificate of Incorporation or Bylaws, management of the
Company believes that such ratification is desirable. In the event this
<PAGE>
appointment is not ratified by an affirmative vote of shareholders holding a
majority of the Company's issued and outstanding Class B Stock and Common Stock,
together, in attendance at the meeting, either in person or by proxy, the Board
of Directors of the Company will consider that fact when it appoints independent
public accountants for the next fiscal year.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION AND APPROVAL OF
ITS SELECTION OF DELOITTE & TOUCHE LLP AT THE 1996 ANNUAL MEETING.
4. OTHER BUSINESS
The Board of Directors 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 the intention of the
persons named in the accompanying proxy to vote on such matters in accordance
with their best judgment.
SHAREHOLDER PROPOSALS
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 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 AT THE 1996 ANNUAL MEETING. FOR YOUR CONVENIENCE, A RETURN
ENVELOPE IS ENCLOSED.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John E. Elliott
-------------------------------
John E. Elliott
Secretary
Orlando, Florida
July 5, 1996
<PAGE>
- --------------------------------------------------------------------------------
COMMON SHAREHOLDER PROXY
GENCOR INDUSTRIES, INC.
THIS COMMON SHAREHOLDER PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS AUGUST 14, 1996
The undersigned hereby appoints E.J. Elliott, Russell R. Lee III, or any of
them, as proxies, each with the power to appoint his or her substitute, to
represent, and vote all shares of Common Stock of and on behalf of the
undersigned as designated on the reverse side 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.
<PAGE>
<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTYOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3. Please mark [X]
your votes as
indicated in
this example
1. ELECTION OF DIRECTORS David A. Air
FOR nominee WITHHOLD (INSTRUCTION: To withhold authority to vote for any individual
listed at right AUTHORITY nominee, write that nominee's name in the space provided below).
(except as marked) to vote for
to the contrary at right) --------------------------------------------------------------
[ ] [ ]
2. PROPOSAL TO INCREASE AUTHORIZED STOCK 3. PROPOSAL TO RATIFY THE SELECTION
OF DELOITTE & TOUCHE LLP AS AUDITORS
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ]
4. OTHER BUSINESS: The proxies are authorized to vote in This Proxy, when properly executed, will
their discretion on such other business as may properly be voted in the manner directed herein by the
come before the meeting. Undersigned shareholder. If no direction is
indicated, the Proxy will be vote FOR Proposals 1,
2 and 3.
PLEASE MARK ON THIS SIDE; THEN
SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE SIGN EXACTLY AS NAME(S)
APPEAR(S) HEREON. If shares are held in the
name of two or more persons, all must sign. When
signing as Attorney, Executor, Administrator,
Personal Representative, Trustee, or Guardian,
give full title as such. If signer is a corporation,
sign full corporate name by duly authorized officer.
+ + +
+ THIS PROXY IS SOLICITED
+ ON BEHALF OF THE BOARD OF DIRECTORS
Date: ____________________________, 1996
______________________________________
Signature
______________________________________
Signature if held jointly
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
CLASS B COMMON SHAREHOLDER PROXY
GENCOR INDUSTRIES, INC.
THIS CLASS B COMMON SHAREHOLDER PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS PROXY FOR ANNUAL MEETING OF SHAREHOLDERS AUGUST 14, 1996
The undersigned hereby appoints E.J. Elliott, Russell R. Lee III, or any of
them, as proxies, each with the power to appoint his or her substitute, to
represent, and vote all shares of Class B Common Stock of and on behalf of the
undersigned as designated on the reverse side 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.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTYOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3. Please mark [X]
your votes as
indicated in
this example
1. ELECTION OF DIRECTORS E.J. Elliott, John E. Elliott, Constantine L. Corpas,
Peter Koumolis
FOR nominee WITHHOLD (INSTRUCTION: To withhold authority to vote for any individual
listed at right AUTHORITY nominee, write that nominee's name in the space provided below).
(except as marked) to vote for
to the contrary at right) --------------------------------------------------------------
[ ] [ ]
2. PROPOSAL TO INCREASE AUTHORIZED STOCK 3. PROPOSAL TO RATIFY THE SELECTION
OF DELOITTE & TOUCHE LLP AS AUDITORS
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ]
4. OTHER BUSINESS: The proxies are authorized to vote in This Proxy, when properly executed, will
their discretion on such other business as may properly be voted in the manner directed herein by the
come before the meeting. Undersigned shareholder. If no direction is
indicated, the Proxy will be vote FOR Proposals 1,
2 and 3.
PLEASE MARK ON THIS SIDE; THEN
SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE SIGN EXACTLY AS NAME(S)
APPEAR(S) HEREON. If shares are held in the
name of two or more persons, all must sign. When
signing as Attorney, Executor, Administrator,
Personal Representative, Trustee, or Guardian,
give full title as such. If signer is a corporation,
sign full corporate name by duly authorized officer.
+ + +
+ THIS PROXY IS SOLICITED
+ ON BEHALF OF THE BOARD OF DIRECTORS
Date: ____________________________, 1996
______________________________________
Signature
______________________________________
Signature if held jointly
</TABLE>
