-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QBuyTTyba0e9Tg7OnQu0Laec5coIUpwksxgzfu5W2DYEyxadaYaiVf0xQZ8zBMKx qSkKxZf2XMSSO+ovcQERjA== 0000931763-97-000356.txt : 19970326 0000931763-97-000356.hdr.sgml : 19970326 ACCESSION NUMBER: 0000931763-97-000356 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970325 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENCOR INDUSTRIES INC CENTRAL INDEX KEY: 0000064472 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 590933147 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34225 FILM NUMBER: 97562155 BUSINESS ADDRESS: STREET 1: 5201 N ORANGE BLOSSOM TRAIL CITY: ORLANDO STATE: FL ZIP: 32810 BUSINESS PHONE: 4072906000 MAIL ADDRESS: STREET 1: 5201 N ORANGE BLOSSOM STREET 2: 5201 N ORANGE BLOSSOM CITY: ORANLANDO STATE: FL ZIP: 32810 FORMER COMPANY: FORMER CONFORMED NAME: MECHTRON INTERNATIONAL CORP DATE OF NAME CHANGE: 19880128 FORMER COMPANY: FORMER CONFORMED NAME: MECHTRON GENCO CORP DATE OF NAME CHANGE: 19720411 FORMER COMPANY: FORMER CONFORMED NAME: MECHTRON CORP DATE OF NAME CHANGE: 19690909 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT EMANUEL J CENTRAL INDEX KEY: 0000898300 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5201 NORTH ORANGE BLOSSOM TRAIL CITY: ORLANDO STATE: FL ZIP: 32810 BUSINESS PHONE: 4072906000 MAIL ADDRESS: STREET 1: 5201 NORTH ORANGE BLOSSOM TRAIL CITY: ORANGE STATE: FL ZIP: 32810 SC 13D/A 1 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Name of Issuer: GENCOR INDUSTRIES, INC. Title of Class of Securities: COMMON STOCK ($.10 PAR VALUE) CUSIP Number: 368-678-10 Notices To: EMANUEL J. ELLIOTT 5201 NORTH ORANGE BLOSSOM TRAIL ORLANDO, FLORIDA 32810 (407) 290-6000 Date of Transaction: DECEMBER 10, 1996 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 4 Pages SCHEDULE 13D CUSIP NO. 368-678-10 Page 2 of 4 Pages - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON & S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EMANUEL J. ELLIOTT - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF / BK - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E). - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of the United States of America - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 748,324 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 748,324 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 748,324 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) THIRTY-SIX PERCENT (36%) - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER ------------------- This statement relates to the $.10 Par Value Common Stock ("Common Stock") of Gencor Industries, Inc. ("Gencor"), the principal executive offices of which are located at 5201 North Orange Blossom Trail, Orlando, Florida, 32810. ITEM 2. IDENTITY AND BACKGROUND ----------------------- This statement is being filed by the below named natural person: (a) Mr. Emanuel J. Elliott (b) Mr. Elliott's business address is 5201 North Orange Blossom Trail, Orlando, Florida 32810. (c) Mr. Elliott's present principal occupation is President of Gencor Industries, Inc., a company engaged primarily in the manufacture of process machinery of a broad nature, as well as asphalt plants and components for the asphalt industry. Mr. Elliott also serves as Chairman of the Board of this company. The business address for such entity is 5201 North Orange Blossom Trail, Orlando, Florida 32810. (d) Mr. Elliott has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five (5) years. (e) Mr. Elliott has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which was a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws during the last five (5) years. (f) Mr. Elliott is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- The Common Stock of Gencor acquired by Mr. Elliott has been purchased for an aggregate cash consideration of $2,018,750.00 utilizing personal and borrowed funds from his local bank, the Colonial Bank of Orlando. ITEM 4. PURPOSE OF TRANSACTION ---------------------- Mr. Elliott has acquired the Common Stock of Gencor for investment purposes and may, depending upon market and other conditions, make purchases of additional shares of Gencor in the open market or in privately negotiated transactions or otherwise. Except as set forth above, Mr. Elliott does not currently have any plans or proposals which would relate to or result in any of the transactions set forth in paragraphs (a) through (j), inclusive, of Item 4 to the Special Instructions for Complying with Schedule 13D, although he may, in the future, engage in some or all of the transactions therein listed. Page 3 of 4 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ (a) Mr. Elliott beneficially owns 748,324 shares, or approximately 36% of Gencor's stock (based on 2,076,947 shares outstanding), through (i) his direct ownership of 194,000 shares of Gencor's Common Stock jointly owned with his wife, Callie A. Elliott, (ii) his direct ownership of 30,000 shares of Common Stock jointly owned with his son, John E. Elliott, (iii) his direct ownership of 30,000 shares of Common Stock jointly owned with his son, Marc G. Elliott, (iv) his direct ownership of 349,324 shares of Class B Stock, which shares are convertible into 349,324 shares of Common Stock and (v) his direct ownership of a presently exercisable option for 145,000 shares of Class B Stock (which in turn can be converted into 145,000 shares of Common Stock). (b) Mr. Elliott may be deemed to have sole dispositive and voting power with respect to the 145,000 shares of Gencor's Common Stock deemed to be beneficially owned by him through his ownership of a presently exercisable option to purchase 145,000 shares of Gencor's Common Stock. Mr. Elliott may be deemed to share dispositive and voting power with his wife as to the 194,000 shares of Gencor's Common Stock jointly owned by Mr. Elliott and his wife, Callie A. Elliott; 30,000 shares of Gencor's Common Stock, jointly owned by Mr. Elliott and his son, John E. Elliott; and 30,000 shares of Gencor's Common Stock, jointly owned by Mr. Elliott and his son, Marc G. Elliott. (c) Mr. Elliott has purchased Gencor Common Stock in the following transactions within sixty (60) days preceding this filing:
DATE SHARES COST / SHARE HOW EFFECTED ---------- ------- ------------ --------------------- 12/10/96 190,000 $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, other than those listed in Item (b) of this section. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH ------------------------------------------------------------- RESPECT TO SECURITIES OF THE ISSUER ----------------------------------- Mr. Elliott does not have any contracts, arrangements, understandings, or relationships (legal or otherwise) with any persons with respect to any securities of Gencor, including but not limited to transfer or voting of any securities of Gencor; finders fees; joint ventures; loan or option arrangements; puts or calls; guarantees of profits; divisions of profits or losses; or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- Not applicable. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 24, 1997 By: /s/ Emanuel J. Elliottt ---------------- ------------------------- President Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----