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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Name of Issuer: GENCOR INDUSTRIES, INC.
Title of Class of Securities: COMMON STOCK ($.10 PAR VALUE)
CUSIP Number: 368-678-10
Notices To: JOHN E. 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
JOHN E. 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 / 00
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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 NUMBER OF ORGANIZATION SHARES7SOLE VOTING POWER
Citizen of the United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES -175,904-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -30,000-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-175,904-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
- 30,000-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,904
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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)
TEN PERCENT (10%)
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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. John E. Elliott
(b) Mr. Elliott's business address is 5201 North Orange Blossom Trail,
Orlando, Florida 32810.
(c) Mr. Elliott's present principal occupation is Executive Vice 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 a Director 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 $425,255.00 utilizing personal funds, as
well as funds borrowed from Emanuel J. Elliott, his father. It is
anticipated that future purchases will be funded from personal funds and
other sources, including margin purchases and borrowing, if necessary or
desirable.
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 205,904 shares, or approximately 10%
of Gencor's stock (based on 2,076,947 shares outstanding), through
(i) his direct ownership of 87,024 shares of Gencor's Common Stock,
(ii) his direct ownership of 30,000 shares of Common Stock jointly
owned with his father, Emanuel J. Elliott, (iii) his direct
ownership of 19,380 shares of Class B Stock, which shares are
convertible into 19,380 shares of Common Stock and (iv) his direct
ownership of a presently exercisable option for 69,500 shares of
Class B Stock (which in turn can be converted into 69,500 shares of
Common Stock).
(b) Mr. Elliott may be deemed to have sole dispositive and voting power
with respect to the 69,500 shares of Gencor's Common Stock deemed to
be beneficially owned by him through his ownership of a presently
exercisable option to purchase 69,500 shares of Gencor's Common
Stock. Mr. Elliott may be deemed to share dispositive and voting
power with his father, E.J. Elliott, as to the 30,000 shares of
Gencor's Common Stock jointly owned by Mr. Elliott and his father.
(c) Mr. Elliott has purchased Gencor Common Stock in the following
transactions within sixty (60) days preceding this filing:
DATE SHARES COST / SHARE HOW EFFECTED
--------- ------ ------------ -------------
12/10/96 30,000 $10.625 Purchase from Company
01/23/97 10,024 $10.625 Purchase from Company
(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.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
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RESPECT TO SECURITIES OF THE ISSUER
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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
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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: By:
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John E. Elliott, Executive Vice President
Page 4 of 4 Pages
