<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Section 240.14a-11(c) or Section 240.14a-12
GENCOR INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] 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:
-------------------------------------------------------------------------
[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
GENCOR INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD MARCH 20, 1998
AND PROXY STATEMENT
<PAGE>
GENCOR INDUSTRIES, INC.
5201 NORTH ORANGE BLOSSOM TRAIL, ORLANDO, FLORIDA 32810
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 20, 1998
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
March 20, 1998 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 ratify the selection of Deloitte & Touche LLP, independent certified
public accountants, as auditors for the Company for the year ending September
30, 1998.
3. To transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on February 3, 1998, are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. Shareholders should review the information provided herein in
conjunction with the Company's 1997 Annual Report which accompanies this Proxy
Statement.
The Company's Proxy Statement and proxy accompany this notice.
By order of the Board of Directors,
/s/ Jeanne M. Lyons
Jeanne M. Lyons, Secretary
Orlando, Florida
Date: February 10, 1998
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>
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 20, 1998
This Proxy Statement is furnished in connection with the Annual Meeting of
Shareholders of Gencor Industries, Inc. (the "Company") to be held March
20,1998, 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 February 10, 1998.
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 March 20, 1998. 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 February 3, 1998, there were 3,512,870 shares of
Common Stock and 883,064 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 February 3, 1998, 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.
2
<PAGE>
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 1998 Annual Meeting of
Shareholders:
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:
Glenn B. Dalby
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 to be elected by the Class B
shareholders 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.
3
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
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 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 AND POSITIONS HELD AND BUSINESS EXPERIENCE OFFICER OF COMPANY
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 Chairman of the Board 1968 1968
Chairman of the Board and President; and President of the Company
Director(1)(4)
Constantine L. Corpas Attorney, Corpas & Pahys ---- 1968
Director(1)(2)(3)
John E. Elliott Executive Vice President of the Company 1985 1985
Executive Vice President since 1989.
Director(4)
Peter Kourmolis Investor ---- 1968
Director(2)(3)
DIRECTORS TO BE ELECTED BY COMMON STOCK SHAREHOLDERS:
Glen B. Dalby President, ACP Holdings, PLC ---- ----
Director since 1985.
EXECUTIVE OFFICERS OTHER THAN DIRECTORS(5):
David F. Brashears Senior Vice President, Technology, since 1978 ----
1993; Vice President of Engineering,
1978-1993.
Marc G. Elliott(4) Vice President, Marketing since 1993. He 1993 ----
previously served in various marketing
positions since he joined the Company in
1988.
D. William Garrett Vice President, Sales since 1991. He 1991 ----
previously held various top management
positions with the company or its
subsidiaries since 1984
Russell R. Lee III Treasurer of the Company since 1995. 1995 ----
Corporate Controller, 1990 - 1995.
Jeanne M. Lyons Secretary of the Company since August 1996 ----
1996, Administrative Assistant since June
1995. For the past ten years, Ms. Lyons
has worked as an Administrative Assistant.
</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.
4
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES OF THE BOARD
During the twelve months ended September 30, 1997, the Board of Directors of
the Company held six meetings. All directors attended more than 75% of the
meetings. The Board of Directors of the Company has a standing Audit Committee
which met once during fiscal 1997. The Compensation Committee met once during
fiscal 1997.
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.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
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,
1997, by its officers, directors or stockholders.
DIRECTORS FEES
Directors fees are paid by the Company to non employee directors at the rate
of $1,000 per month.
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, 1995, 1996 and 1997 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").
5
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Annual --------------------
Compensation Securities
----------------------------- Underlying All Other
Name and Principal Position Year Salary(1) Bonus Options (#) Compensation(2)
- --------------------------------------- --------- --------------- ------------ -------------------- ----------------------
<S> <C> <C> <C> <C> <C>
E.J. Elliott 1997 $295,800 $ 0 0 $3,375
President and Chairman of the Board 1996 300,000 0 200,000 3,039
1995 300,000 0 190,000 2,596
John E. Elliott 1997 $125,000 $ 0 0 $ 0
Executive Vice President 1996 125,000 0 109,000 0
1995 120,000 0 100,000 0
D. William Garrett 1997 $110,000 $ 0 0 $2,062
Vice President, Sales 1996 110,000 7,807 20,000 1,851
1995 110,000 0 0 1,586
Russell R. Lee III 1997 $ 97,423 $20,000 0 $1,563
Treasurer 1996 88,269 0 40,000 0
1995 81,057 0 0 0
David F. Brashears 1997 $ 95,000 $20,000 0 $1,781
Senior Vice President, Technology 1996 89,153 0 20,000 1,697
1995 85,000 0 10,000 1,593
</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 1996-1997 pretax executive contributions (included under
salary) made by each executive officer to such plan.
(3) In addition to the above Named Executive Officers, Larry H. Pitsch,
President, California Pellet Mill Company, a subsidiary of the Company, served
as an Executive Officer from October 1, 1996 through September 30, 1997. Mr.
Pitsch resigned from the Company on October 1, 1997. His annual salary was
$209,250.
OPTION GRANTS IN LAST FISCAL YEAR
There were no grants of stock options made during the fiscal year ended
September 30, 1997 to the persons named in the Summary Compensation Table above
or to any other employees of the Company.
6
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides information concerning stock options exercised
by each of the Named Executive Officers of Gencor during fiscal 1997 and the
value of options held by such officers at year end measured in terms of the
closing price of Gencor Common Stock on September 30, 1997.
<TABLE>
<CAPTION> Number of Securities Underlying Value of Unexercised In-The
Unexercised Options at Money Options at September
Shares September 30, 1997 (#) 30, 1997 ($)(1)
Acquired on Value ------------------------------- ------------------------------
Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
-------------- --------------- ------------- ----------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
E.J. Elliott 0 0 390,000 0 3,586,500 0
John E. Elliott 0 0 209,000 0 1,923,580 0
D. William Garrett 0 0 20,000 0 192,400 0
Russell R. Lee III 0 0 40,000 0 384,800 0
David F. Brashears 0 0 30,000 0 279,900 0
</TABLE>
(1) Based upon a closing price of the Company stock of $13.50 per share on
September 30, 1997 as reported on the American Stock Exchange and option
prices of $3.88 and $4.75.
STOCK OPTION PLANS
1997 STOCK OPTION PLAN
In July 1996, the Company's Board of Directors, subject to the approval of
its shareholders, adopted the Gencor Industries, Inc. 1997 Stock Option Plan
(the "1997 Plan") which provides for the issuance of stock options to purchase
an aggregate of up to 600,000 shares of the Company's Common Stock, 600,000
shares of the Company's Class B Stock and up to fifteen percent (15%) of the
authorized Common Stock of any subsidiary. The 1997 Plan permits the grant of
options to officers, directors and key employees of the Company. The 1997 Plan
was approved by shareholders on April 11, 1997.
7
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
General
The Compensation Committee (the "Committee") of the Board of Directors
consists of Constantine L. Corpas and Peter Kourmolis, each of whom is a non-
employee director of the Company. The Compensation Committee administers the
Company's executive compensation program, monitors corporate performance and its
relationship to compensation for executive officers, and makes appropriate
recommendations concerning matters of executive compensation.
COMPENSATION PHILOSOPHY
The Committee has developed and implemented a compensation program that is
designed to attract, motivate, reward and retain the broad based management
talent required to achieve the Company's business objectives and increase
stockholder value. There are two major components of the Company's compensation
program: base salary, and incentives, each of which is intended to serve the
overall compensation philosophy.
BASE SALARY
The Company's salary levels for executive officers are intended to be
consistent with competitive pay practices of similar sized companies within the
industry. In determining executive officers' salaries, the Compensation
Committee considers level of responsibility, competitive trends, the financial
performance and resources of the Company, general economic conditions as well as
factors relating to the particular individual, including overall job
performance, level of experience and prior service, ability, and knowledge of
the job. Base salaries were increased for certain executive officers in fiscal
1997 to maintain an externally competitive rate of pay.
INCENTIVES
Incentives consist of stock options and, to a lesser extent, cash awards.
The Committee strongly believes that the compensation program should provide
employees with an opportunity to increase their ownership and potential for
financial gain from increases in the Company's stock price. This approach
closely aligns the best interests of shareholders and executives and employees.
Therefore, executives and other employees are eligible to receive stock options,
giving them the right to purchase shares of the Company's Common Stock at a
specified price in the future. The grant of options is based primarily on a key
employee's potential contribution to the Company's growth and profitability, as
measured by the market value of the Company's Common Stock. The granting of
cash awards is discretionary and is not dependent on any one factor.
8
<PAGE>
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 12/31/92 through 9/30/97. The Company's fiscal
year ended 9/30/97. These calculations assume the value of investment in
Company stock, the Wilshire Index and the Heavy Machinery Index was $100 on
12/31/92. These calculations assume reinvestment of all dividends. A five cent
($0.05) per share cash dividend was declared on December 22, 1997, payable
January 14, 1998 to shareholders of record on December 31, 1997.
[GRAPH APPEARS HERE]
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG GENCOR INDUSTRIES, INC., THE
WILSHIRE SMALL CAP INDEX AND THE DOW JONES HEAVY MACHINERY INDEX
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
12/31/92 9/30/93 9/30/94 9/30/95 9/30/96 9/30/97
Gencor Industries, Inc. 100 77.38 114.88 95.24 138.84 259.27
Dow Jones Heavy Machinery Index 100 95.55 124.33 91.53 101.28 108.82
Wilshire Small Capitalization Index 100 114.15 115.80 143.20 162.28 232.89
</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 1997, the Company made lease payments to Marcar in the
aggregate amount of $157,523.
On September 9, 1995, the Callie A. Elliott Trust Fund ("Trust Fund") made a
$325,000 loan to the Company. The loan was evidenced by a demand note which was
callable at any time by the Company. The interest on the notes was 9.5% per
annum, the same rate as that offered the Company by its principal bankers. On
September 13, 1996, the Trust Fund made an additional loan to the Company in the
amount of $1,000,000. This loan was also evidenced by a demand note and the
interest rate was 9.5% per annum, the same rate as that offered the Company by
its principal bankers. The loans were repaid on December 10, 1996.
9
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of December 4, 1997,
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(1) PERCENT OF CLASS (1)
---------------------------------- ----------------------------
COMMON CLASS B COMMON CLASS B
NAME AND ADDRESS OF BENEFICIAL OWNER STOCK STOCK STOCK STOCK
<S> <C> <C> <C> <C>
E.J. Elliott 485,540(2) 1,088,648(3) 13.8% 85.5%
5201 N. Orange Blossom Trail
Orlando, Florida 32810
Constantine L. Corpas 70,000(4) 55,000 2.0% 6.2%
5201 N. Orange Blossom Trail
Orlando, Florida 32810
John E. Elliott 234,048(5) 247,760(6) 6.7% 22.7%
5201 N. Orange Blossom Trail
Orlando, Florida 32810
Peter Kourmolis 58,783(7) ---- 1.7% ----
5201 N. Orange Blossom Trail
Orlando, Florida 32810
David F. Brashears 64,912(8) ---- 1.8% ----
5201 N. Orange Blossom Trail
Orlando, Florida 32810
D. William Garrett 50,228(9) ---- 1.5% ----
5201 N. Orange Blossom Trail
Orlando, Florida 32810
Russell R. Lee III 40,000(10) ---- 1.1% ----
5201 N. Orange Blossom Trail
Orlando, Florida 32810
Wingspan Enterprises, Ltd. 240,000(11) ---- 5.5% ----
Leicester, England
Harvey Houtkin 317,476(12) ---- 9.0% ----
c/o All-Tech Investment Group, Inc.
160 Summit Avenue
Montvale, New Jersey 07645
All Directors and Executive Officers as a
Group (9 Persons) 949,236(13) 1,624,168(14) 25.6% 96.0%
</TABLE>
* Percentage ownership is less than 1%
10
<PAGE>
(1) In accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, shares that are not outstanding, but that are subject to option,
warrants, rights or conversion privileges exercisable within 60 days have
been deemed to be outstanding for the purpose of computing the percentage
of outstanding shares owned by the individual having such right but have
not been deemed outstanding for the purpose of computing the percentage for
any other person.
(2) Includes 60,000 shares owned jointly with John Elliott and 60,000 shares
owned jointly with Marc Elliott.
(3) Includes options to purchase 390,000 shares of Class B Stock.
(4) Includes options to purchase 50,000 shares of Common Stock.
(5) Includes 60,000 shares owned jointly with E.J. Elliott.
(6) Includes options to purchase 209,000 shares of Class B Stock.
(7) Includes options to purchase 49,000 shares of Common Stock.
(8) Includes options to purchase 30,000 shares of Common Stock.
(9) Includes options to purchase 20,000 shares of Common Stock.
(10) Includes options to purchase 40,000 shares of Common Stock.
(11) A corporation in which Glenn B. Dalby, nominee for director, is a principal
shareholder.
(12) Based on a Schedule 13D dated July 17, 1997 filed by Harvey Houtkin with
the Securities and Exchange Commission. Includes 115,139 shares
individually owned by Mr. Houtkin and subject to sole voting and
dispositive power. Includes the following shares with Mr. Houtkin as
control person subject to shared voting and dispositive power: 518 shares
owned by Mark Shefts, who is Mr. Houtkin's brother-in-law. Also includes
128,489 shares held by Sherry Houtkin, wife of Mr. Houtkin; and 73,330
shares held by Wanda Shefts, wife of Mr. Shefts; as to which in the
aggregate, Mr. Houtkin disclaims beneficial ownership.
(13) Includes options to purchase 191,000 shares of Common Stock.
(14) Includes options to purchase 808,000 shares of Class B Common Stock.
2. SELECTION OF AUDITORS
The Board of Directors has approved the Company's engagement of the firm of
Deloitte & Touche LLP as the Company's independent auditors. Deloitte & Touche
LLP has served as the Company's independent auditors since fiscal 1993, and is
familiar with the Company's business and management. The Board of Directors
believes that Deloitte & Touche LLP has the personnel, professional
qualifications and independence necessary to act as the Company's independent
auditors.
Representatives of Deloitte & Touche LLP are expected to appear at the Annual
Meeting to make a statement, if they wish to do so, and to be available to
answer appropriate questions from shareholders at the time.
11
<PAGE>
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
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 1998 ANNUAL MEETING.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
intend to present any matter for action at the Annual Meeting, other than as set
forth in the Notice of Annual Meeting. If any other matters properly come
before the Annual Meeting, it is intended that the holders of the proxies will
act in accordance with their judgment on such matters.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials for the
Company's 1999 Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received by the President of the Company by
October 14, 1998. 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 1998 ANNUAL MEETING. FOR YOUR CONVENIENCE, A RETURN
ENVELOPE IS ENCLOSED.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jeanne M. Lyons Jeanne M. Lyons, Secretary
Orlando, Florida
February 10, 1998
12
<PAGE>
CLASS B SHAREHOLDER PROXY
GENCOR INDUSTRIES INC.
THE CLASS B SHAREHOLDER PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS MARCH 20, 1998
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 Stock on behalf of the undersigned as
designated on the reverse side at the Annual Meeting of Shareholders of Gencor
Industries, Inc., to be held March 20, 1998, and any adjournments thereof, with
all powers the undersigned would possess if personally present and voting at
such meeting. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
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YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
Please mark your votes as
indicated in this example [X]
1. ELECTION OF DIRECTORS
FOR nominee listed at WITHHOLD
right (except as marked AUTHORITY
to the contrary at right) to vote for
[_] [_]
E.J. Elliott, John E. Elliott, Constantine L. Corpas, Peter Kourmolis
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below).
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This Proxy, when properly executed, will be voted in the manner directed
herein by the Undersigned shareholder. If no direction is indicated, the
Proxy will vote FOR Proposals 1 and 2.
PLEASE MARK ON THIS SIDE; THEN SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
2. PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS AUDITORS
FOR AGAINST ABSTAIN
[_] [_] [_]
PLEASE SIGN EXACTLY AS THE 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: , 1998
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Signature
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Signature if held jointly
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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 MARCH 20, 1998
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 on behalf of the undersigned as
designated on the reverse side at the Annual Meeting of Shareholders of Gencor
Industries, Inc., to be held March 20, 1998, and any adjournments thereof, with
all powers the undersigned would possess if personally present and voting at
such meeting. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
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<PAGE>
- --------------------------------------------------------------------------------
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
Please mark your votes as
indicated in this example [X]
1. ELECTION OF DIRECTORS
FOR nominee listed at WITHHOLD
right (except as marked AUTHORITY
to the contrary at right) to vote for
[_] [_]
Glenn B. Dalby
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below).
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This Proxy, when properly executed, will be voted in the manner directed
herein by the Undersigned shareholder. If no direction is indicated, the
Proxy will vote FOR Proposals 1 and 2.
PLEASE MARK ON THIS SIDE; THEN SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
2. PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS AUDITORS
FOR AGAINST ABSTAIN
[_] [_] [_]
PLEASE SIGN EXACTLY AS THE 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 name by duly
authorized officer.
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
Date: , 1998
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Signature
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Signature if held jointly
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