AMENDMENT #1 TO SCHEDULE 13D

0000950123-07-015818.txt : 20071121 0000950123-07-015818.hdr.sgml : 20071121 20071120201609 ACCESSION NUMBER: 0000950123-07-015818 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071121 DATE AS OF CHANGE: 20071120 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: 071261203 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 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: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4650 GORDON DRIVE CITY: NAPLES STATE: FL ZIP: 33940 BUSINESS PHONE: 9412628577 SC 13D/A 1 y43016a1sc13dza.htm AMENDMENT #1 TO SCHEDULE 13D AMENDMENT #1 TO SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1)

Gencor Industries, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

368678108

(CUSIP Number)

Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (239) 262-8577

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 20, 2007

(Date of Event which Requires Filing of this
Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box þ

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

Page 1 of 5 pages


¹		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 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).


CUSIP No.		368678108		Page		2		of		5


1	NAMES OF REPORTING PERSONS Lloyd I. Miller, III


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF-AF-OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			156,045

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			762,121

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			156,045

WITH		10	SHARED DISPOSITIVE POWER

			762,121

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	918,166

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	11.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA-IN-OO

SCHEDULE 13D/A

Item 1. Security and Issuer

This constitutes Amendment No. 1 (the “Amendment”) to the statement on Schedule 13D, filed on behalf of Lloyd I. Miller, III (“Mr. Miller”), dated June 19, 2007 (the “Statement”), relating to the Common Stock, par value $0.10 per share (the “Shares”) of Gencor Industries, Inc. (the “Company”). The Company has its principal executive offices at 5201 North Orange Blossom Trail, Orlando, Florida 32810. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

Item 3. Source and Amount of Funds or Other Considerations

Item 3 of the Statement is hereby amended and restated to read in its entirety as follows:

Miller is the investment advisor to the trustee of Trust A-4 and Trust C (the “Trusts”). The Trusts were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “Trust Agreement”). Pursuant to a Declaratory Judgment, signed by the Honorable Wayne F. Wilke for the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on October 27, 1992, Trust A was split into four separate trusts one of which was Trust A-4. All of the Shares purchased by Trust A-4 were purchased by funds generated and held by Trust A-4. The aggregate purchase price for the Shares in Trust A-4 was $7,257,098.88. All of the Shares purchased by Trust C were purchased by funds generated and held by Trust C. The aggregate purchase price for the Shares in Trust C was $178,560.00.

Miller is the manager of Milfam LLC, an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC, dated as of December 10, 1996. Milfam LLC is the general partner of Milfam II L.P., a Georgia limited partnership established pursuant to the Partnership Agreement for Milfam II L.P., dated December 11, 1996. All of the Shares Miller is deemed to beneficially own as the manager of the general partner of Milfam II L.P. were purchased with money contributed to Milfam II L.P. by its partners, or money generated and held by Milfam II L.P. The aggregate purchase price for the Shares in Milfam II L.P. was $1,386,137.30.

Miller is the custodian to a certain account created pursuant to the Florida Uniform Gift to Minors Act for Alexandra Miller (“Alex UGMA”). All of the Shares Miller is deemed to beneficially own in the Alex UGMA were purchased with money held by the Alex UGMA. The aggregate purchase price for the Shares in the Alex UGMA was $11,550.00.

All of the Shares held by Miller on his own behalf, were purchased with personal funds generated and held by Miller. The purchase price for the Shares purchased by Mr. Miller, on his own behalf was $97,790.10

Item 4. Purpose of the Transaction

Item 4 of the Statement is hereby amended and restated to read in its entirety as follows:

The Shares covered by this Schedule 13D were acquired by the Reporting Person for investment purposes in the ordinary course of his business as an investor. The Reporting Person filing this report now believes that it would be in his best interest, and those of other stockholders, to attempt to influence the governance of the Company. Specifically, the Reporting person may take the following actions:

	•		As previously disclosed in the Statement, the Reporting Person is examining all of his options that he believes will enhance stockholder value, including encouraging, participating in or leading efforts to include individuals on the Gencor Board of Directors who would be independent of management and would represent Gencor and the holders of the Common Stock.

	•		The Reporting Person urges Gencor’s Board of Directors to investigate strategic alternatives to maximize shareholder value, and to enhance disclosures to Gencor’s public stockholders regarding each of Gencor’s lines of business and prospects.

	•		On November 20, 2007, the Reporting Person sent a letter to the Company, informing the Company’s Board of Directors of his intention to nominate Lloyd I. Miller, III for election by the holders of the Common Stock to serve on the Board of Directors of Gencor. A copy of the Reporting Person’s letter to the Company is attached hereto as Exhibit 99.1.

Except as described above in this Item 4 and herein, the Reporting Person does not have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to change plans and take any and all actions that the Reporting Person may deem appropriate to maximize the value of his investments, including, among other things, purchasing or otherwise acquiring additional securities of the Company, selling or otherwise disposing of any securities of the Company beneficially owned by him, in each case in the open market or in privately negotiated transactions or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Person in light of his general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company. The Reporting Person may take any other action with respect to the Company or any of the Company’s debt or equity securities in any manner permitted by applicable law.

Item 5. Interest in Securities of the Issuer

Item 5(a) of the Statement is hereby amended and restated as follows:

(a) Miller may be deemed to beneficially own 918,166 Shares (11.5% of the outstanding Shares, based on 7,967,372 Shares outstanding pursuant to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2007). As of the date hereof, 742,921 of such beneficially owned Shares are owned of record by Trust A-4; 19,200 of such beneficially owned Shares are owned of record by Trust C; 1,100 of such beneficially owned Shares are owned of record by Alex UGMA; 144,145 of such beneficially owned Shares are owned of record by Milfam II L.P; and 10,800 of such beneficially owned Shares are owned of record by Miller directly.

Item 7. Materials to be Filed as Exhibits:


99.1		Letter, dated November 20, 2007, by the Reporting Person to the Company.

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.

Dated: November 20, 2007



	By:	/s/ Lloyd I. Miller III
		Lloyd I. Miller III

EX-99.1 2 y43016a1exv99w1.htm EX-99.1: LETTER TO THE COMPANY EX-99.1

Exhibit 99.1

Lloyd I. Miller III
4550 Gordon Drive
Naples, Florida 34102

Telephone: (239) 262-8577
Telecopier: (239) 262-8025

November 20, 2007

VIA COURIER

Gencor Industries, Inc.
5201 North Orange Blossom Trail
Orlando, Florida 32810

Attn: Secretary of the Corporation

Re: Notice of Director Nomination to be presented at the Annual Meeting of Stockholders

Ladies and Gentlemen:

The undersigned, Mr. Lloyd I. Miller III, is the record owner of 10,800 shares and the beneficial owner of approximately 918,166 shares of common stock, par value $0.10 per share (the “Common Stock”), of Gencor Industries, Inc., a Delaware corporation (the “Company” or “Gencor”). The undersigned intends to maintain ownership of the Common Stock through the record date and meeting date of the 2008 Annual Meeting of Gencor Stockholders (the “Annual Meeting”).

Mr. Miller, as a record and beneficial holder of Common Stock, hereby gives notice of his nomination for the election of directors by holders of Common Stock to the Board of Directors of Gencor in connection with the Annual Meeting.

According to the Company’s Proxy Statement for the 2007 Annual Meeting of Stockholders, dated February 8, 2007 (the “Proxy Statement”), and pursuant to Section 4(c) of the Company’s Amended and Restated Bylaws (the “Bylaws”), in order for a stockholder to make a nomination for the election of a director at the Annual Meeting, such stockholder must give notice to the Secretary of Gencor at its principal executive offices no earlier than November 7, 2007 and no later than December 7, 2007, the 120th and 90th days, respectively, preceding the first anniversary of the previous year’s annual meeting. Mr. Miller’s notice is being delivered after November 7, 2007 and prior to the December 7, 2007 deadline and otherwise in accordance with Article II, Section 4 of the Company’s Bylaws.

Mr. Miller proposes to nominate himself, Lloyd I. Miller III (the “Nominee”), at the Annual Meeting for election by the holders of the Common Stock to serve as a director of the Board of Directors of the Company. Mr. Miller intends to appear in person or by proxy at the Annual Meeting to nominate the Nominee.

Mr. Miller proposes the election of the Nominee for the purpose of diversifying the current Board of Directors with a new, independent director who will seek to further the goals of all Gencor stockholders. Mr. Miller has not entered into any arrangement or understanding with any other person in connection with his nomination for the election of directors.

Pursuant to the Proxy Statement and Regulation 14A of the Securities Exchange Act of 1934, as amended, information about the Nominee is set forth in Annex A hereto.

The name and business and residence address of the undersigned stockholder and Nominee as they appear in the Company’s books are: Lloyd I. Miller, 4550 Gordon Drive, Naples, Florida 34102. As a beneficial owner of approximately 11.5% of the Company’s Common Stock and a Nominee, the undersigned has a direct interest in the outcome of the vote at the Annual Meeting.

Annex B includes a copy of the Schedule 13D/A filed by the undersigned with the Securities and Exchange Commission on November 20, 2007, reflecting the undersigned’s beneficial ownership of the Common Stock of Gencor as of such date.

Annex C sets forth the written consent of the Nominee to be named as a nominee and to serve as a director if elected.

Mr. Miller hereby gives Gencor notice of his desire to present the Nominee at the Annual Meeting and intends to appear in person or by proxy to do so.

Very truly yours,

/s/ Lloyd I. Miller III

Lloyd I. Miller III

Annex A

Mr. Miller is an independent investor and has served on numerous corporate boards, including Vulcan International, Aldila, Inc., and Denny’s. He is currently a director of the following public companies: Pharmos Corporation, Stamps.com Inc., Synergy Brands, Inc., and Gene Logic Inc. Mr. Miller is a member of the Chicago Board of Trade and the Chicago Stock Exchange, and is a registered Investment Advisor. Mr. Miller received his B.A. from Brown University.

Annex B
Schedule 13D/A

The attached Schedule 13D/A includes information about Mr. Miller’s record and beneficial ownership of Gencor Common Stock.

Annex C
Consent of Nominee

I hereby consent to the use of my name and any references to me as a person nominated to become a director of Gencor Industries, Inc., in the nomination and in the proxy statement of Gencor and any proxy statement that may be filed by Mr. Lloyd I. Miller III, and any amendments or supplements thereto with respect to the meeting of stockholders in 2008, and hereby consent to serving as director of Gencor if elected.

Dated: November 20, 2007



	/s/ Lloyd I. Miller III
	Lloyd I. Miller III