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. 3)
Gencor Industries, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
368678108
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)
May 7, 2008
(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
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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). |
SCHEDULE 13D/A
Item 1. Security and Issuer
This constitutes Amendment No. 3 (the “Third Amendment”) to the statement on Schedule 13D, filed on
behalf of Lloyd I. Miller, III (“Miller” or the “Reporting Person”), dated June 19, 2007, as
amended (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 4. Purpose of the Transaction
Item 4 of the Statement is hereby amended and restated to read in its entirety as follows:
The Reporting Person previously disclosed the following:
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The Reporting Person decided that it would be in his best interest, and those of other
stockholders, to attempt to influence the governance of the Company. |
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The Reporting Person urged the Company’s Board of Directors to investigate strategic
alternatives to maximize shareholder value, and to enhance disclosures to the Company’s
public stockholders regarding each of the Company’s lines of business and prospects. |
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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 himself, Lloyd I. Miller, III,
for election by the common stockholders to serve on the Board of Directors of the Company. |
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On February 15, 2008, the Reporting Person filed with the Securities Exchange
Commission, a proxy statement (the “Proxy Statement”) nominating himself, Lloyd I. Miller,
III, to be elected by the common stockholders to the Board of Directors of the Company. |
At the Company’s annual meeting of stockholders on March 6, 2008, the Reporting Person
was elected to the Company’s Board of Directors by a vote of the common stockholders, as
announced at the annual meeting. On May 7, 2008, Miller resigned from the Board of Directors of the Company. By winning
election to the Board of Directors in a proxy contest, Miller believes that he has demonstrated the
support of the common stockholders for his positions as stated in the Proxy Statement. Miller has
taken the opportunity of winning his proxy contest to ask the Company to consider nominating
independent new directors for election by the common stockholders to serve on the Board of
Directors. Miller concluded that he was unable to influence the policies of the Company further as
a member of the Board of Directors, and accordingly he has resigned as a director.
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 7. Materials To Be Filed As Exhibits:
99.1 Letter of resignation of Lloyd Miller dated May 7, 2008.