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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT: DECEMBER 10, 1996
(Date of earliest event reported)
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GENCOR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-3821 59-0933147
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
5201 NORTH ORANGE BLOSSOM TRAIL, ORLANDO, FLORIDA 32810
(Address of principal executive offices, zip code)
(407) 290-6000
(Registrant's telephone number, including area code)
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This Amendment No. 2 supplements the Report on Form 8-K filed with the
Securities and Exchange Commission on December 26, 1996 as amended by the 8-K/A
dated February 21, 1997 by Gencor Industries, Inc. (the "Registrant") relative
to the financial statements of the Process Equipment Division (the "PED
Division") of Ingersoll-Rand Company ("Ingersoll") and the pro forma financial
information relating to the business combination of the Registrant and the PED
Division.
Item 7. Financial Statements and Exhibits
(c) Exhibits - Independent Accountants' reports on
financial statements of businesses acquired
The following independent accountants' reports on the
businesses acquired are included pursuant to item 7(A):
(i) CPM Europe SA at December 31, 1994
(ii) CPM Europe SA at December 31, 1995
(iii) CPM/Europe Limited at December 31, 1994
(iv) CPM/Europe Limited at December 31, 1995
(v) California Pellet Mill Europe Limited as of
December 31, 1994
(vi) California Pellet Mill Europe Limited as of
December 31, 1995
(vii) CPM/Pacific (Private) Ltd. at December 31, 1994
(viii) CPM/Pacific (Private) Ltd. at December 31, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENCOR INDUSTRIES, INC.
By: /s/ John E. Elliott
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John E. Elliott,
Executive Vice President
Dated: December 8, 1998
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EXHIBIT 24(i)
[LETTERHEAD OF BEFEC-PRICE WATERHOUSE APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
To the board of Directors
of CPM Europe SA
In our opinion, the balance sheet and the related statements of income present
fairly, in all material respects, the financial position of CPM Europe SA at
December 31, 1994, and the results of their operations for the years then ended
in conformity with generally accepted accounting principles in France. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
United States generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Paris, 22 May 1995
Befec-Price Waterhouse
/s/ Michel Chiron
Michel Chiron
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EXHIBIT 24(ii)
[LETTERHEAD OF BEFEC-PRICE WATERHOUSE APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
To the board of Directors
of CPM Europe SA
In our opinion, the balance sheet and the related statements of income present
fairly, in all material respects, the financial position of CPM Europe SA at
December 31, 1995, and the results of their operations for the years then ended
in conformity with generally accepted accounting principles in France. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
United States generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Paris, 20 May 1996
Befec-Price Waterhouse
/s/ Michel Chiron
Michel Chiron
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EXHIBIT 24(iii)
[LETTERHEAD OF PRICE WATERHOUSE APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of CPM/Europe Limited
In our opinion, the balance sheet and the related statements of income and
retained earnings and of cash flows present fairly, in all material respects,
the financial position of CPM/Europe Limited at December 31, 1994 and the
results of their operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles in the Republic of
Ireland. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with United States generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
/s/ Price Waterhouse
Price Waterhouse
Chartered Accountants and Registered Auditors
Dublin
3 July 1995
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EXHIBIT 24(iv)
[LETTERHEAD OF PRICE WATERHOUSE APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of CPM/Europe Limited
In our opinion, the balance sheet and the related statements of income and
retained earnings and of cash flows present fairly, in all material respects,
the financial position of CPM/Europe Limited at December 31, 1995 and the
results of their operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles in the Republic of
Ireland. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with United States generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
/s/ Price Waterhouse
Price Waterhouse
Chartered Accountants and Registered Auditors
Dublin
18 June 1996
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EXHIBIT 24.(v)
[LETTERHEAD OF PRICE WATERHOUSE APPEARS HERE]
1 May 1995
To The Board of Directors
West March
Diversity
Northants
NN1 4SA
Dear Sirs,
We have audited the balance sheet of California Pellet Mill Europe Limited ("The
Company") as of 31 December 1994, and the related profit and loss account and
statements of changes in cash flows and changes to shareholders' equity for the
year ended 31 December 1994, all expressed in pounds sterling and prepared on
the basis set forth in the financial statements (not separately presented
herein). These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conduced our audit in accordance with United States generally accepted
auditing standards. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statements
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company at 31 December 1994
and the results of the Company's operations and its cash flows for the year
ended 31 December 1994 in conformity with generally accepted accounting
principles in the United Kingdom.
Yours faithfully,
/s/ Price Waterhouse
PRICE WATERHOUSE 1 May 1995
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EXHIBIT 24.(vi)
[LETTERHEAD OF PRICE WATERHOUSE APPEARS HERE]
1 May 1996
To The Board of Directors
California Pellet Mill Europe Limited
West March
Diversity
Northants
NNT 4SA
Dear Sirs,
We have audited the balance sheet of California Pellet Mill Europe Limited ("The
Company") as of 31 December 1995, and the related profit and loss account and
statements of changes in cash flows and changes in shareholders' equity for the
year ended 31 December 1995, all expressed in pounds sterling and prepared on
the basis set forth in the financial statements (not separately presented
herein). These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with United States generally accepted
auditing standards. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of the Company at 31 December 1995 and
the results of the Company's operations and its cash flows for the year ended 31
December 1995 in conformity with generally accepted accounting principles in the
United Kingdom.
Yours faithfully,
/s/ Price Waterhouse
PRICE WATERHOUSE 1 May 1996
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EXHIBIT 24.(vii)
[LETTERHEAD OF PRICE WATERHOUSE APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of CPM/Pacific (Private) Ltd.
In our opinion, the accompanying balance sheet, profit and loss account and
statement of changes in financial position present fairly, in all material
respects, the financial position of CPM/Pacific (Private) Ltd. at December 31,
1994 and the results of their operations and changes in financial position for
the year then ended in conformity with generally accepted accounting principles
in Singapore. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with United States generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
/s/ Price Waterhouse
PRICE WATERHOUSE
Certified Public Accountants
Singapore
8 June 1995
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EXHIBIT 24(viii)
[LETTERHEAD OF PRICE WATERHOUSE APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of CPM/Pacific (Private) Ltd
In our opinion, the accompanying balance sheet, profit and loss accounts and
cash flows statement present fairly, in all material respects, the financial
position of CPM/Pacific (Private) Ltd at December 31, 1995 and the results of
their operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles in Singapore. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted audits of these statements in accordance with United
States generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ Price Waterhouse
PRICE WATERHOUSE
Certified Public Accountants
Singapore
10 June 1996
