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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.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
GENCOR INDUSTRIES, INC.
5201 NORTH ORANGE BLOSSOM TRAIL, ORLANDO, FLORIDA 32810
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 5, 1999
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
February 5, 1999 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, 1999.
3. To transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on December 18, 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 1998 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: December 23, 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 FEBRUARY 5, 1999
This Proxy Statement is furnished in connection with the Annual Meeting of
Shareholders of Gencor Industries, Inc. (the "Company") to be held February 5,
1999 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 December 23, 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 February 5, 1999. 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 December 18, 1998, there were 7,337,318 shares
of Common Stock and 1,825,150 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 December 18, 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 1999 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 and Common Stock 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 the age, 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>
EXECUTIVE DIRECTOR
NAME, AGE, AND POSITIONS HELD PRINCIPAL OCCUPATION AND BUSINESS OFFICER OF OF COMPANY
WITH THE COMPANY EXPERIENCE DURING PAST FIVE YEARS COMPANY SINCE SINCE
- ----------------------------- --------------------------------- ------------- ----------
<S> <C> <C> <C>
DIRECTORS TO BE ELECTED BY CLASS B STOCK SHAREHOLDERS:
E.J. Elliott, 69 Chairman of the Board and President. 1968 1968
Chairman of the Board and President
Director(1)(4)
Constantine L. Corpas, 69 Attorney, Corpas & Pahys. ---- 1968
Director(1)(2)(3)
John E. Elliott, 38 Executive Vice President since 1989. 1985 1985
Executive Vice President
Director(1)(4)
Peter Kourmolis, 82 Investor ---- 1968
Director(2)(3)
DIRECTORS TO BE ELECTED BY COMMON STOCK SHAREHOLDERS:
Glenn B. Dalby, 41 Managing Director, Gencor ACP, Ltd. since 1997 1998
Director 1997; President, ACP Holdings PLC 1985 -
1997.
EXECUTIVE OFFICERS OTHER THAN DIRECTORS(5):
David F. Brashears, 52 Senior Vice President, Technology since 1978 ----
1993; Vice President, Engineering 1978 -
1993.
Marc G. Elliott, 33 (4) Vice President, Marketing since 1993. 1993 ----
Previously served in various marketing
positions since he joined the Company in
1988.
D. William Garrett, 49 Vice President, Sales since 1991. Previously 1991 ----
held various top management positions
with the Company or its subsidiaries since
1984.
Russell R. Lee III, 49 Treasurer since 1995. 1995 ----
Corporate Controller, 1990 - 1995.
Jeanne M. Lyons Secretary since 1996. Administrative 1996 ----
Assistant since 1995. Administrative
Assistant for the past 10 years.
</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, 1998, the Board of Directors
of the Company held four 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 1998. The Compensation Committee met once during
fiscal 1998.
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.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, 1998, 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. During the twelve months ended September 30, 1998, the
Company paid directors fees in the aggregate amount of $24,000.
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, 1996, 1997 and 1998 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
Annual Compensation
Compensation Awards
------------ ------------
Securities
Underlying All Other
Name and Principal Position Year Salary(1) Bonus Options(#) Compensation(2)
- --------------------------- ---- --------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
E.J. Elliott 1998 $300,000 $ 0 0 $4,500
Chairman of the Board and President 1997 295,800 0 0 3,375
1996 300,000 0 400,000 3,039
John E. Elliott 1998 $125,000 $ 0 0 $ 661
Executive Vice President 1997 125,000 0 0 0
1996 100,000 0 218,000 0
D. William Garrett 1998 $110,000 $31,079 0 $2,750
Vice President, Sales 1997 110,000 0 0 2,062
1996 110,000 7,807 40,000 1,851
Russell R. Lee III 1998 $100,000 $31,079 0 $2,500
Treasurer 1997 97,423 20,000 0 1,563
1996 88,269 0 80,000 0
David F. Brashears 1998 $ 95,000 $15,540 0 $2,375
Senior Vice President, Technology 1997 95,000 0 0 1,781
1996 89,153 20,000 40,000 1,697
</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 $50,000 or 10% of the cash compensation
reported for such person.
(2) The compensation reported under All Other Compensation represents
contributions to the Company's 401(k) Plan on behalf of the Named Executive
Officers to match 1996-1998 pretax executive contributions (included under
salary) made by each executive officer to such plan.
OPTION GRANTS IN LAST FISCAL YEAR
There were no grants of stock options made during the fiscal year ended
September 30, 1998 to the persons named in the Summary Compensation Table above
or to any other employees of the Company.
6
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides information concerning stock options exercised
by each of the Named Executive Officers of Gencor during fiscal 1998 and the
value of options held by such officers at year end measured in terms of the
closing price of Gencor Common Stock on September 30, 1998.
<TABLE>
<CAPTION>
Number of Securities Under- Value of Unexercised In The
lying Unexercised Options Money Options at
Shares at September 30, 1998(#) September 30, 1998($)(1)
Acquired on Value ----------------------------- ------------------------------
Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
E.J. Elliott 190,000 1,353,750 590,000 0 7,771,250 0
John E. Elliott 100,000 712,500 318,000 0 4,189,625 0
Russell R. Lee III 80,000 1,245,000 0 0 0 0
David F. Brashears 0 0 60,000 0 798,720 0
D. William Garrett 0 0 40,000 0 532,500 0
</TABLE>
(1) Based upon a closing price of the Company stock of $15.25 per share on
September 30, 1998 as reported on the American Stock Exchange and option
prices of $1.94 and $2.38
STOCK OPTION PLAN
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 1,200,000 shares of the Company's Common Stock, 1,200,000
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
1998 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, 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
Construction Index for the period 9/30/93 through 9/30/98. The Company's fiscal
year ended 9/30/98. These calculations assume the value of investment in
Company stock, the Wilshire Index and the Heavy Construction Index was $100 on
9/30/93. These calculations assume reinvestment of all dividends. A two and
one half cents ($0.025) per share (split adjusted) 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 CONSTRUCTION INDEX
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
9/30/93 9/30/94 9/30/95 9/30/96 9/30/97 9/30/98
------- ------- ------- ------- ------- -------
Gencor Industries, Inc. 100.00 148.46 123.07 179.42 335.05 758.85
Dow Jones Heavy Construction Index 100.00 132.32 95.95 107.30 114.54 77.49
Wilshire Small Capitalization Index 100.00 101.45 125.45 142.17 204.02 162.14
</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 1998, the Company made lease payments to Marcar in the
aggregate amount of $227,680.
9
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of December 4, 1998,
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 and Executive Officer of the Company, and (iii) the 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 1,700,658(2)(3) 1,348,318 21.2% 70.3%
5201 N. Orange Blossom Trail
Orlando, Florida 32810
Constantine L. Corpas 100,000(4) 110,000 1.3% 5.7%
5201 N. Orange Blossom Trail
Orlando, Florida 32810
John E. Elliott 468,536(5) 449,520(6) 6.3% 20.1%
5201 N. Orange Blossom Trail
Orlando, Florida 32810
Peter Kourmolis 60,500(7) -- 0.8% --
5201 N. Orange Blossom Trail
Orlando, Florida 32810
David F. Brashears 129,824(8) -- 1.7% --
5201 N. Orange Blossom Trail
Orlando, Florida 32810
Marc G. Elliott 120,000(5) 419,520(6) 1.6% 18.8%
5201 N. Orange Blossom Trail
Orlando, Florida 32810
D. William Garrett 93,397(9) -- 1.3% --
5201 N. Orange Blossom Trail
Orlando, Florida 32810
Russell R. Lee III 80,000 -- 1.1% --
5201 N. Orange Blossom Trail
Orlando, Florida 32810
Wingspan Enterprises, Ltd. 550,000(10) -- 7.3% --
Leicester, England
All Directors and Executive Officers as a
Group (10 Persons) 3,066,915(11) 2,327,358(12) 37.2% 91.2%
</TABLE>
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 120,000 shares owned jointly with John E. Elliott and 120,000
shares owned jointly with Marc G. Elliott as well as 48,978 shares owned by
the Elliott Foundation, Inc.
(3) Includes options to purchase 590,000 shares of Common Stock.
(4) Includes options to purchase 30,000 shares of Common Stock.
(5) Includes 120,000 shares owned jointly with E.J. Elliott.
(6) Includes options to purchase 318,000 shares of Class B Stock.
(7) Includes options to purchase 28,000 shares of Common Stock.
(8) Includes options to purchase 60,000 shares of Common Stock.
(9) Includes options to purchase 40,000 shares of Common Stock.
(10) A corporation in which Glenn B. Dalby, Director, is a principal
shareholder. Includes options to purchase 70,000 shares of Common Stock.
(11) Includes options to purchase 822,000 shares of Common Stock.
(12) Includes options to purchase 636,000 shares of Class B 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 that 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 Common Stock and Class B 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
September 1,1999. 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
December 23, 1998
12
<PAGE>
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 FEBRUARY 5, 1999
The undersigned hereby appoints E.J. Elliott, John E. Elliott, 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 February 5, 1999 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.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2. Please mark your votes as [X]
indicated in this example
1. ELECTION OF DIRECTORS Glenn B. Dalby
FOR nominee listed at WITHHOLD (INSTRUCTION: To withhold authority to vote for any individual nominee, write that
right (except as marked AUTHORITY nominee's name in the space provided below).
to the contrary at right) to vote for ----------------------------------------------------------------------------------
[_] [_] 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 PLEASE SIGN EXACTLY AS THE NAME(S) APPEAR(S) HEREON. If shares
FOR AGAINST ABSTAIN 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: , 1999
--------------------
-------------------------------------------------------------------------------
Signature
-------------------------------------------------------------------------------
Signature if held jointly
</TABLE>
<PAGE>
CLASS B SHAREHOLDER PROXY
GENCOR INDUSTRIES INC.
THIS CLASS B SHAREHOLDER PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS FEBRUARY 5, 1999
The undersigned hereby appoints E.J. Elliott, John E. Elliott, 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 February 5, 1999, 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.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2. Please mark your votes as [X]
indicated in this example
1. ELECTION OF DIRECTORS E.J. Elliott, John E. Elliott, Constantine L. Corpas, Peter Kourmolis
FOR nominee listed at WITHHOLD (INSTRUCTION: To withhold authority to vote for any individual nominee,
right (except as marked AUTHORITY write that nominee's name in the space provided below).
to the contrary at right) to vote for
[_] [_] -----------------------------------------------------------------------
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 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
FOR AGAINST ABSTAIN 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: , 1999
----------------------
-----------------------------------------------------------------------
Signature
-----------------------------------------------------------------------
Signature if held jointly
</TABLE>
