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:
[ ] 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 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)
Robert J. Stevens
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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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party
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4) Date Filed
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PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS OF
GENCOR INDUSTRIES, INC.
TO BE HELD MARCH 8, 1996
This Proxy Statement is furnished in connection with the Annual Meeting of
Shareholders of Gencor Industries, Inc. (the "Company") to be held on March 8,
1996, at 9:00 a.m., Eastern Standard Time, at the corporate offices of Gencor
Industries, Inc., 5201 North Orange Blossom Tail, 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 February 29,
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 Robert J. Stevens 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 March 8, 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 offices. The cost of soliciting
proxies will be borne by Mr. Stevens, who has engaged an attorney for such
purpose. Mr. Stevens estimates that his cost of this proxy solicitation will
not exceed $1,000; no expenditures have been made as of the date hereof other
than payment of the filing fee. In addition to the use of the mails, proxies
may be solicited personally or by telephone or telephone facsimile transmission
by Mr. Stevens. 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 the Director shown as a nominee on the
proxy enclosed herewith, for the ratification of the accountants selected by the
Company's Board of Directors, and in Mr. Stevens' discretion with respect to all
other matters which may be brought before the meeting.
FOR STOCKHOLDERS WITH PHYSICAL POSSESSION OF THEIR CERTIFICATES, FILL OUT, DATE
AND SIGN THE PROXY AND RETURN IT TO MR. STEVENS 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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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
This proxy solicitation is being made by Mr. Robert J. Stevens. Mr.
Stevens is employed as the vice president of operations by HMS Securities, Inc.,
an NASD registered securities broker/dealer. The business address of Mr.
Stevens and HMS is 160 Summit Avenue, Montvale, New Jersey 07645.
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. Mr. 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. Stevens'
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. 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), the election of Mr.
Kashan would not effect a change of control over the Company. Both Mr. Stevens
and Mr. Kashan believe that the Company has not done enough to maximize
shareholder value; however, neither Mr. Stevens nor Mr. Kashan has at this time
formulated specific strategies they wish the Company to pursue to reach this
goal.
Mr. Stevens is the record and beneficial owner of 330 shares of the
Company's Common Stock, 300 of which were purchased for cash and 30 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 stock received as
a dividend) for cash by a pension plan for Mr. Kashan's benefit.
In the past two years Mr. Stevens has entered into no purchase and sale
transactions in the Company's Common Stock, but did receive a stock dividend of
30 shares 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 tranasactions were in Mr. Kashan's account; all cash
transactions were in Hampton's account.
Date Type Amount Cash/Margin Price
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April 29, 1994 Buy 1,000 Margin 13 3/4
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
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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 is a customer of HMS Securities, Mr. Stevens' employer,
and thus is well known to Mr. Stevens. Mr. 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, equalling 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 is a customer of All-Tech as well as a
friend of Mr. Houtkin.
VOTING SECURITIES
The Company's proxy statement dated January 5, 1996 (the "Company proxy
statement"), states that at the close of business on December 18, 1995, 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, January 5, 1996, and thus Mr. Stevens has
presumed that it was not.
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 January 5, 1996, are entitled to vote at the Annual
Meeting and any adjournment thereof. Management of the Company has stated in
the Company 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. Stevens intends to vote his shares for the
election of Mr. Robert D. Kashan as the director of the Company elected by the
Common Shareholders, for 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.
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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 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 and
broker non-votes will have no effect.
The fifth Director of the Company is elected by the Common Shareholders.
Mr. Stevens, 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. Stevens 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.
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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. Stevens
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, 41 President, Kashan Not currently
Litho, Inc. for 13 years a Director
Mr. Kashan has agreed with Robert J. Stevens that if Mr. Stevens 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.
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. Stevens intends to vote
his and all shares with respect to which he receives a proxy for such proposal.
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. Stevens 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
on such matters in accordance with his best judgment.
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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
September 11, 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. STEVENS AT THE 1996 ANNUAL MEETING. FOR YOUR CONVENIENCE,
A RETURN ENVELOPE IS ENCLOSED HEREWITH. IF YOUR STOCK IS HELD IN STREET NAME,
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YOU 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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Robert J. Stevens
Montvale, New Jersey
February 29, 1996
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THIS PROXY IS BEING SOLICITED BY ROBERT J. STEVENS
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 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 Robert J. Stevens 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
Shareholdes of Gencor Industries, Inc. to be held March 8, 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
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SIGNATURE
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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.
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STEVENS, PLEASE SIGN THIS FORM AT THE BOTTOM OF THE PAGE AND SEND IT BY
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FACSIMILE TRANSMISSION TO YOUR BROKER AT THE BROKERAGE FIRM WHERE YOU HAVE YOUR
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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.
February 29, 1996
[Name of Brokerage Firm]
[Address of Brokerage Firm]
Gentlemen/Ladies:
At the close of business on January 5, 1996, the record date for the annual
meeting of shareholders (the "Annual Meeting") 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 Robert J. Stevens 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:
Robert J. Stevens
HMS Securities, Inc.
160 Summit Avenue
Montvale, New Jersey
Very truly yours,
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Signature
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Signature if held jointly
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