<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Name of Issuer: GENCOR INDUSTRIES, INC.
Title of Class of Securities: COMMON STOCK ($.10 PAR VALUE)
CUSIP Number: 368-678-10
Notices To: EMANUEL J. ELLIOTT
5201 NORTH ORANGE BLOSSOM TRAIL
ORLANDO, FLORIDA 32810
(407) 290-6000
Date of Transaction: DECEMBER 10, 1996
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 [ ]. (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 4 Pages
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SCHEDULE 13D
CUSIP NO. 368-678-10 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON & S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
EMANUEL J. ELLIOTT
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF / BK
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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
Citizen of the United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES
-0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
748,324
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
748,324
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
748,324
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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)
THIRTY-SIX PERCENT (36%)
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14 TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER
-------------------
This statement relates to the $.10 Par Value Common Stock ("Common Stock") of
Gencor Industries, Inc. ("Gencor"), the principal executive offices of which are
located at 5201 North Orange Blossom Trail, Orlando, Florida, 32810.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
This statement is being filed by the below named natural person:
(a) Mr. Emanuel J. Elliott
(b) Mr. Elliott's business address is 5201 North Orange Blossom Trail,
Orlando, Florida 32810.
(c) Mr. Elliott's present principal occupation is President of Gencor
Industries, Inc., a company engaged primarily in the manufacture of
process machinery of a broad nature, as well as asphalt plants and
components for the asphalt industry. Mr. Elliott also serves as Chairman
of the Board of this company. The business address for such entity is 5201
North Orange Blossom Trail, Orlando, Florida 32810.
(d) Mr. Elliott has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five (5)
years.
(e) Mr. Elliott has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction the result of which was a
judgment, decree of final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities
laws or finding any violation with respect to such laws during the last
five (5) years.
(f) Mr. Elliott is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
The Common Stock of Gencor acquired by Mr. Elliott has been purchased for an
aggregate cash consideration of $2,018,750.00 utilizing personal and borrowed
funds from his local bank, the Colonial Bank of Orlando.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
Mr. Elliott has acquired the Common Stock of Gencor for investment purposes and
may, depending upon market and other conditions, make purchases of additional
shares of Gencor in the open market or in privately negotiated transactions or
otherwise. Except as set forth above, Mr. Elliott does not currently have any
plans or proposals which would relate to or result in any of the transactions
set forth in paragraphs (a) through (j), inclusive, of Item 4 to the Special
Instructions for Complying with Schedule 13D, although he may, in the future,
engage in some or all of the transactions therein listed.
Page 3 of 4 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) Mr. Elliott beneficially owns 748,324 shares, or approximately 36% of
Gencor's stock (based on 2,076,947 shares outstanding), through (i) his
direct ownership of 194,000 shares of Gencor's Common Stock jointly owned
with his wife, Callie A. Elliott, (ii) his direct ownership of 30,000
shares of Common Stock jointly owned with his son, John E. Elliott, (iii)
his direct ownership of 30,000 shares of Common Stock jointly owned with
his son, Marc G. Elliott, (iv) his direct ownership of 349,324 shares of
Class B Stock, which shares are convertible into 349,324 shares of Common
Stock and (v) his direct ownership of a presently exercisable option for
145,000 shares of Class B Stock (which in turn can be converted into
145,000 shares of Common Stock).
(b) Mr. Elliott may be deemed to have sole dispositive and voting power with
respect to the 145,000 shares of Gencor's Common Stock deemed to be
beneficially owned by him through his ownership of a presently exercisable
option to purchase 145,000 shares of Gencor's Common Stock. Mr. Elliott
may be deemed to share dispositive and voting power with his wife as to
the 194,000 shares of Gencor's Common Stock jointly owned by Mr. Elliott
and his wife, Callie A. Elliott; 30,000 shares of Gencor's Common Stock,
jointly owned by Mr. Elliott and his son, John E. Elliott; and 30,000
shares of Gencor's Common Stock, jointly owned by Mr. Elliott and his son,
Marc G. Elliott.
(c) Mr. Elliott has purchased Gencor Common Stock in the following
transactions within sixty (60) days preceding this filing:
<TABLE>
<CAPTION>
DATE SHARES COST / SHARE HOW EFFECTED
---------- ------- ------------ ---------------------
<S> <C> <C> <C>
12/10/96 190,000 $10.625 Purchase from Company
</TABLE>
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, other than those listed in Item (b) of this section.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
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RESPECT TO SECURITIES OF THE ISSUER
-----------------------------------
Mr. Elliott does not have any contracts, arrangements, understandings, or
relationships (legal or otherwise) with any persons with respect to any
securities of Gencor, including but not limited to transfer or voting of any
securities of Gencor; finders fees; joint ventures; loan or option arrangements;
puts or calls; guarantees of profits; divisions of profits or losses; or the
giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
Not applicable.
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.
Date: January 24, 1997 By: /s/ Emanuel J. Elliottt
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President
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