SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934

GENCOR INDUSTRIES, INC.
(Name of Subject Company (Issuer))

GENCOR INDUSTRIES, INC.
(Name of Filing Person (Offeror))

COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)

368678108
(CUSIP Number of Class of Securities)

___________________________________

E.J. Elliott
Chairman of the Board of Directors and President
5201 North Orange Blossom Trail
Orlando, Florida 32810
(407) 290-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Filing Person)

copy to:

Jeffery A. Bahnsen, Esquire
Greenberg Traurig, P.A.
450 South Orange Avenue, Suite 650
Orlando, FL 32801
(407) 420-1000

___________________________________

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$16,209,166	$1,311.32

*     For the purpose of calculating the filing fee only, this amount is based on the purchase of 5,788,988 shares of common stock at the last reported sale price of $2.80 per share on November 10, 2003. Such number of shares represents the sum of our 6,884,070 outstanding shares of common stock plus 410,000 shares of common stock issuable upon the exercise of all of our 300,000 outstanding options and conversion of 110,000 shares of our Class B stock, less 1,505,082 shares of common stock held by the continuing stockholders who have notified us that they do not intend to tender their shares in this offer.

**     The fee is $80.90 per $1,000,000 of the aggregate transaction valuation, calculated pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Advisory #11, issued by the SEC on February 21, 2003.

x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid: $1,311.32
	Form or Registration No.: Schedule TO
	Filing Party: Gencor Industries, Inc.
	Date Filed: November 13, 2003
o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
	o third-party tender offer subject to Rule 14d-1.
	x issuer tender offer subject to Rule 13e-4.
	x going-private transaction subject to Rule 13e-3.
	o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

EXPLANATORY NOTE

     This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed with the SEC on November 13, 2003, as amended by Amendment No. 1 filed with the SEC on November 21, 2003, (collectively, the “Schedule TO”), by Gencor Industries, Inc., a Delaware corporation, relating to a cash tender offer and offer to exchange our outstanding shares of common stock, par value $0.10 per share, for cash and our 10% junior subordinated notes, net to the seller, upon the terms and subject to the conditions set forth in the offering circular dated November 13, 2003, a copy of which was filed as exhibit (a)(1) to the Schedule TO, and in the related letter of transmittal, a copy of which was filed as exhibit (a)(2) to the Schedule TO.

     The information set forth in the Schedule TO and all exhibits attached thereto is expressly incorporated herein by reference in response to all the Items of this Amendment No. 2 to Schedule TO, including, without limitation, all of the information required by Schedule 13e-3 that is not included in or covered by the Items in the Schedule TO, except as set forth below. Except as provided herein, this Amendment No. 2 does not alter the terms and conditions previously set forth in the offer, and should be read in conjunction with the Schedule TO.

Item 1. Summary Term Sheet.

Item 1 of Schedule TO is hereby amended and supplemented by including the following:

The offer was terminated on Wednesday, December 3, 2003. The full text of the press release issued on December 3, 2003 by Gencor Industries, Inc. announcing the termination of the offer is filed as Exhibit (a)(9) and is incorporated by reference.

Item 4. Terms of the Transaction.

Item 4 of Schedule TO is hereby amended and supplemented by including the following:

The offer was terminated on Wednesday, December 3, 2003. The full text of the press release issued on December 3, 2003 by Gencor Industries, Inc. announcing the termination of the offer is filed as Exhibit (a)(9) and is incorporated by reference.

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Item 6. Purposes of the Transaction and Plans or Proposals.

Item 6 of Schedule TO is hereby amended and supplemented by including the following:

The offer was terminated on Wednesday, December 3, 2003. The full text of the press release issued on December 3, 2003 by Gencor Industries, Inc. announcing the termination of the offer is filed as Exhibit (a)(9) and is incorporated by reference.

Item 8. Interest in Securities of the Subject Company.

Item 8 of Schedule TO is hereby amended and supplemented by including the following:

The offer was terminated on Wednesday, December 3, 2003. Gencor did not acquire any shares of common stock in the offer. The full text of the press release issued on December 3, 2003 by Gencor Industries, Inc. announcing the termination of the offer is filed as Exhibit (a)(9) and is incorporated by reference.

Item 12. Exhibits.

Exhibit No.	Description
(a)(1)	Offering Circular, dated November 13, 2003.*
(a)(2)	Form of Letter of Transmittal.*
(a)(3)	Form of Notice of Guaranteed Delivery of Shares of Common Stock.*
(a)(4)	Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(5)	Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(6)	Form of Letter to Stockholders from Gencor Industries, Inc..*
(a)(7)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(8)	Press Release issued by Gencor Industries, Inc. on November 13, 2003.*
(a)(9)	Press Release issued by Gencor Industries, Inc. on December 2, 2003.
(b)	Revolving Credit and Security Agreement dated August 1, 2003 between Gencor Industries, Inc. and PNC Bank, National Association (Incorporated by reference to Exhibit 4.48 to Gencor Industries, Inc.’s Current Report on Form 8-K filed on August 8, 2003).*
(c)	Fairness Opinion of Capitalink, L.C., dated October 7, 2003, (Included as Schedule II to the offering circular filed herewith as Exhibit (a)(1)).*
(d)(1)	Form of 10% Junior Subordinated Note.*
{d)(2)	Form of Indenture relating to the 10% Junior Subordinated Notes.*
(d)(3)	Form of Deposit Agreement relating to the 10% Junior Subordinated Notes.*
(f)	Summary of Stockholders’ Appraisal Rights (Included as Schedule III to the offering circular filed herewith as Exhibit (a)(1)).*
(g)	None.
(h)	None.

*     Previously filed with the SEC on November 13, 2003 with the Tender Offer Statement on Schedule TO.

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SIGNATURE

     After due 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: December 3, 2003
	GENCOR INDUSTRIES, INC
	By:	/s/ E. J. Elliott
	Name: E. J. Elliott
	Title: Chairman of the Board of Directors and President

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INDEX TO EXHIBITS

Exhibit No.	Description
(a)(1)	Offering Circular.*
(a)(2)	Form of Letter of Transmittal.*
(a)(3)	Form of Notice of Guaranteed Delivery of Shares of Common Stock.*
(a)(4)	Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(5)	Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(6)	Form of Letter to Stockholders from Gencor Industries, Inc..*
(a)(7)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(8)	Press Release issued by Gencor Industries, Inc. on November 13, 2003.*
(a)(9)	Press Release issued by Gencor Industries, Inc. on December 2, 2003.
(b)	Revolving Credit and Security Agreement dated August 1, 2003 between Gencor Industries, Inc. and PNC Bank, National Association (Incorporated by reference to Exhibit 4.48 to Gencor Industries, Inc.’s Current Report on Form 8-K filed on August 8, 2003).*
(c)	Fairness Opinion of Capitalink, L.C., dated October 7, 2003 (Included as Schedule II to the offering circular filed herewith as Exhibit (a)(1)).*
(d)(1)	Form of 10% Junior Subordinated Note.*
(d)(2)	Form of Indenture relating to the 10% Junior Subordinated Notes.*
(d)(3)	Form of Deposit Agreement relating to the 10% Junior Subordinated Notes.*
(f)	Summary of Stockholders’ Appraisal Rights (Included as Schedule III to the offering circular filed herewith as Exhibit (a)(1)).*
(g)	None.
(h)	None.

*     Previously filed with the SEC on November 13, 2003 with the Tender Offer Statement on Schedule TO.

5 EX-99.(A)(9) 3 g86195a2exv99wxayx9y.txt EX-99.(A)(9) DECEMBER 2, 2003 PRESS RELEASE EXHIBIT (A)(9) FOR IMMEDIATE RELEASE: GENCOR WITHDRAWS ITS TENDER OFFER December 3, 2003 Gencor Industries, Inc. announced today that it has terminated its self-tender offer and exchange offer for all of its outstanding shares of common stock. Gencor had commenced the offer on November 13, 2003 for a per share price of $2.00 in cash and a $1.00 subordinated 10% note. The board of directors now has determined that, to continue with the offer, would not be the best and most productive use of management's time and company resources. Since the announcement of the offer, the market price of our shares has risen dramatically in part due to the actions of our primary market maker who has publicly objected to the offer. Management believes the current market price of our shares is not indicative of the fair value of our shares, as confirmed by our independent financial advisor. E. J. Elliott, the company's chief executive officer, stated: "We believe the offer, which had to be approved by a majority of the stockholders unaffiliated with management or the company, would have given stockholders liquidity and an opportunity to realize more value than the market has been historically providing to our common stock." The average closing price for the 270 days prior to the offer was $1.76 per share. The average closing price since the commencement of the offer has been $3.25 per share and as high as $3.40 per share, obviously higher than the offer price. Gencor Industries is a diversified heavy machinery manufacturer for the production of highway construction materials, synthetic fuels and environmental control machinery and equipment used in a variety of applications. This press release may contain forward-looking statements, including but not limited to, statements regarding the future prospects of the company and its stock. Such statements are subject to numerous risks and uncertainties, in addition to those discussed above, including but not limited to the continuing strength of the company's financial condition, and the company's ability to continue to generate positive operating results. Further, there are risks and uncertainties associated with the company's business and its industry generally, some of which are beyond the company's control and which include but are not limited to income from synthetic fuel tax credits, the health of the construction equipment market, global stability, our nation's mobilization efforts, changes in domestic and international economic conditions, government regulation, political uncertainty in international markets, cyclical demand for the company's products, availability and cost of raw materials, changes in the competitive environment, and other factors from time to time contained in the company's reports filed with the SEC. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(9)

                                                                  EXHIBIT (A)(9)


           FOR IMMEDIATE RELEASE:  GENCOR WITHDRAWS ITS TENDER OFFER


December 3, 2003  Gencor Industries, Inc. announced today that it has terminated
its self-tender offer and exchange offer for all of its outstanding shares of
common stock.  Gencor had commenced the offer on November 13, 2003 for a per
share price of $2.00 in cash and a $1.00 subordinated 10% note.  The board of
directors now has determined that, to continue with the offer, would not be the
best and most productive use of management's time and company resources.

Since the announcement of the offer, the market price of our shares has risen
dramatically in part due to the actions of our primary market maker who has
publicly objected to the offer.  Management believes the current market
price of our shares is not indicative of the fair value of our shares, as
confirmed by our independent financial advisor.  E. J. Elliott, the company's
chief executive officer, stated:  "We believe the offer, which had to be
approved by a majority of the stockholders unaffiliated with management or the
company, would have given stockholders liquidity and an opportunity to realize
more value than the market has been historically providing to our common stock."
The average closing price for the 270 days prior to the offer was $1.76 per
share.  The average closing price since the commencement of the offer has been
$3.25 per share and as high as $3.40 per share, obviously higher than the
offer price.

Gencor Industries is a diversified heavy machinery manufacturer for the
production of highway construction materials, synthetic fuels and environmental
control machinery and equipment used in a variety of applications.

This press release may contain forward-looking statements, including but not
limited to, statements regarding the future prospects of the company and its
stock.  Such statements are subject to numerous risks and uncertainties, in
addition to those discussed above, including but not limited to the continuing
strength of the company's financial condition, and the company's ability to
continue to generate positive operating results.  Further, there are risks and
uncertainties associated with the company's business and its industry generally,
some of which are beyond the company's control and which include but are not
limited to income from synthetic fuel tax credits, the health of the
construction equipment market, global stability, our nation's mobilization
efforts, changes in domestic and international economic conditions, government
regulation, political uncertainty in international markets, cyclical demand for
the company's products, availability and cost of raw materials, changes in the
competitive environment, and other factors from time to time contained in the
company's reports filed with the SEC.