SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 24, 1997
(Date of earliest event reported)
________________________________
GENCOR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
________________________________
Delaware 0-3821 59-0933147
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation or No.)
organization)
5201 NORTH ORANGE BLOSSOM TRAIL, ORLANDO, FLORIDA 32810
(Address of principal executive offices, zip code)
(407) 290-6000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
Gencor Industries, Inc., a Delaware corporation ("Gencor" or
"Registrant"), has completed a series of acquisitions of South
American companies involving the worldwide technology and
substantial Brazilian manufacturing facilities producing heavy
machinery for the production and processing of citrus juices. All
acquisitions were for cash.
The principal company acquired was Gumaco Industria E Comercio
Ltda., a Brazilian limitada ("Gumaco") and world leader in its
industry (manufacturing plants which extract, concentrate and
freeze fruit juices). Gumaco management agreed to receive a
significant portion of the purchase price in earn-outs based on
performance over several years.
Gencor obtained the funds to fund the acquisitions and finance
their operations from Credit Lyonnais, New York Branch acting for
itself and as agent ("Agent") for certain other financial
institutions pursuant to its $117.75 million senior secured credit
facility. To secure the indebtedness under the facility, Gencor
and its subsidiaries have granted Agent security interests in all
of the acquired companies and their assets. The credit agreement
contains certain restrictions and covenants which may be waived by
the Agent. The restrictions and covenants contain a prohibition
generally on mergers, consolidations and acquisitions; a
prohibition generally on the sale or transfer of assets other than
in the ordinary course of business; a prohibition generally on the
financing of additional indebtedness; certain restrictions on
permissible investments, capital expenditures and leases; and
certain covenants regarding Gencor's compliance with certain
financial ratios - (e.g. EBIDTA, total debt and interest expense).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.23 Tranche C Term Notes
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
GENCOR INDUSTRIES, INC.
(Registrant)
Date: October 27, 1997 By:/s/John E. Elliott
John E. Elliott
Executive Vice-President
EXHIBIT C
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW.
TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED
BY THE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.
TRANCHE C TERM NOTE
$6,000,000.00 October 15,
1997
FOR VALUE RECEIVED, the undersigned, GENCOR INDUSTRIES, INC.,
a Delaware corporation (the "Borrower"), hereby unconditionally
promises to pay to the order of Credit Lyonnais Atlanta Agency (the
"Lender") at the office of Credit Lyonnais New York Branch, located
at 1301 Avenue of the Americas, New York, New York 10019, in lawful
money of the United States of America and in immediately available
funds, the principal amount of six million dollars ($6,000,000.00),
or, if less, the unpaid principal amount of the Tranche C Term
Loans made by the Lender pursuant to subsection 2.1 of the Credit
Agreement (as hereinafter defined). This Tranche C Term Note (this
"Note") shall exist contemporaneously with another Tranche C Term
Note (the "New York C Note") payable to the order of Credit
Lyonnais New York Branch issued pursuant to the terms of the Credit
Agreement; provided, however, that the aggregate principal amount
under both this Note and the New York C Note shall not exceed six
million dollars ($6,000,000.00) at any time.
The principal amount shall be paid in accordance with the
terms and conditions specified in subsection 2.3 of the Credit
Agreement. The Borrower further agrees to pay interest in like
money at such office on the unpaid principal amount hereof from
time to time outstanding at the rates and on the dates specified in
subsections 5.2 and 5.4 of the Credit Agreement.
The holder of this Note is authorized to record on the
schedules annexed hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part
hereof the date, Type and amount of the Tranche C Term Loan made by
it pursuant to the terms of the Credit Agreement and the date and
amount of each payment or prepayment of principal with respect
thereto, each conversion of all or a portion thereof to another
Type, each continuation of all or a portion thereof as the same
Type and, in the case of Eurodollar Loans, the length of each
Interest Period and the Eurodollar Rate with respect thereto;
provided that the failure to make any such recordation (or any
error therein) shall not affect the obligations of the Borrower to
repay the Tranche C Loan under the terms of the Credit Agreement or
this Note.
This Note (a) is one of the Tranche C Term Notes referred to
in the Credit Agreement, dated as of December 10, 1996 and as
amended as of February 4, 1997 and October 15, 1997 (as the same
may be amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among Gencor Industries, Inc., a
Delaware corporation, as Borrower, the Lender, the other banks and
financial institutions from time to time parties thereto, Credit
Lyonnais New York Branch as the Issuing Bank for the Letters of
Credit, and Credit Lyonnais New York Branch, as agent, (b) is
subject to the provisions of the Credit Agreement, and (c) is
subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement. This Note is secured and
guaranteed as provided in the Loan Documents. Reference is hereby
made to the Loan Documents for a description of the properties and
assets in which a security interest has been granted, the nature
and extent of the security and the guarantees, the terms and
conditions upon which the security interests and each guarantee
were granted and the rights of the holder of this Note in respect
thereof.
Upon the occurrence of any one or more of the Events of
Default (as defined in the Credit Agreement), all amounts then
remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit
Agreement.
The Borrower hereby waives presentment, demand, protest and
all other notices of any kind except as otherwise provided in the
Credit Agreement.
Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.
GENCOR INDUSTRIES, INC.
By: __________________________
Name:
Title:
STATE OF )
)
COUNTY OF )
On the _____ day of October in the year 1997, before me
personally came person signing to me known to be the person
described in and who executed the foregoing instrument, and
acknowledged that (s)he executed the same.
__________________________________
Notary Public
Schedule A
to Tranche C Term Note
LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS
[CAPTION]
Amount of
Amount of Principal
Amount of Converted of Base
Base Rate to Base Rate Rate Loans
Date Loans Loans Repaid
(continued)
Amount of
Base Rate
Loans Con- Nota-
verted to Unpaid Principal tion
Eurodollar Balance of Made
Loans Base Rate Loans By
Schedule B
to Tranche C Term Note
LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS
OF EURODOLLAR LOANS
[CAPTION]
Interest
Amount of Period and
Amount of Converted Eurodollar
Eurodollar to Euro- Rate with
Date Loans dollar Loans Respect
Thereto
(continued)
Amount of Amount of Unpaid
Principal of Eurodollar Principal
Eurodollar Loans Con- Balance of
Loans Repaid verted to Euro-
Eurodollar Base Rate dollar
Loans Loans Loans
(continued)
Notation Made By
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW.
TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED
BY THE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.
TRANCHE C TERM NOTE
$3,000,000.00 October 15, 1997
FOR VALUE RECEIVED, the undersigned, GENCOR INDUSTRIES, INC.,
a Delaware corporation (the "Borrower"), hereby unconditionally
promises to pay to the order of Creditanstalt Corp. Finance, Inc.
(the "Lender") at the office of Credit Lyonnais New York Branch,
located at 1301 Avenue of the Americas, New York, New York 10019,
in lawful money of the United States of America and in immediately
available funds, the principal amount of three million dollars
($3,000,000.00), or, if less, the unpaid principal amount of the
Tranche C Term Loans made by the Lender pursuant to subsection 2.1
of the Credit Agreement (as hereinafter defined).
The principal amount shall be paid in accordance with the
terms and conditions specified in subsection 2.4 of the Credit
Agreement. The Borrower further agrees to pay interest in like
money at such office on the unpaid principal amount hereof from
time to time outstanding at the rates and on the dates specified in
subsections 5.2 and 5.4 of the Credit Agreement.
The holder of this Note is authorized to record on the
schedules annexed hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part
hereof the date, Type and amount of the Tranche C Term Loan made by
it pursuant to the terms of the Credit Agreement and the date and
amount of each payment or prepayment of principal with respect
thereto, each conversion of all or a portion thereof to another
Type, each continuation of all or a portion thereof as the same
Type and, in the case of Eurodollar Loans, the length of each
Interest Period and the Eurodollar Rate with respect thereto;
provided that the failure to make any such recordation (or any
error therein) shall not affect the obligations of the Borrower to
repay the Tranche C Loan under the terms of the Credit Agreement or
this Note.
This Note (a) is one of the Tranche C Term Notes referred to
in the Credit Agreement, dated as of December 10, 1996 and amended
as of February 4, 1997 and October 15, 1997 (as the same may be
amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Gencor Industries, Inc., a Delaware
corporation, as Borrower, the Lender, the other banks and financial
institutions from time to time parties thereto, Credit Lyonnais New
York Branch as the Issuing Bank for the Letters of Credit, and
Credit Lyonnais New York Branch, as agent, (b) is subject to the
provisions of the Credit Agreement, and (c) is subject to optional
and mandatory prepayment in whole or in part as provided in the
Credit Agreement. This Note is secured and guaranteed as provided
in the Loan Documents. Reference is hereby made to the Loan
Documents for a description of the properties and assets in which
a security interest has been granted, the nature and extent of the
security and the guarantees, the terms and conditions upon which
the security interests and each guarantee were granted and the
rights of the holder of this Note in respect thereof.
Upon the occurrence of any one or more of the Events of
Default (as defined in the Credit Agreement), all amounts then
remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit
Agreement.
The Borrower hereby waives presentment, demand, protest and
all other notices of any kind except as otherwise provided in the
Credit Agreement.
Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.
GENCOR INDUSTRIES, INC.
By:
Name:
Title:
STATE OF )
)
COUNTY OF )
On the _____ day of October in the year 1997, before me
personally came person signing to me known to be the person
described in and who executed the foregoing instrument, and
acknowledged that (s)he executed the same.
__________________________________
Notary Public
Schedule A
to Tranche C Term Note
LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS
[CAPTION]
Amount of
Amount of Principal
Amount of Converted of Base
Base Rate to Base Rate Rate Loans
Date Loans Loans Repaid
(continued)
Amount of
Base Rate
Loans Con- Nota-
verted to Unpaid Principal tion
Eurodollar Balance of Made
Loans Base Rate Loans By
Schedule B
to Tranche C Term Note
LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS
OF EURODOLLAR LOANS
[CAPTION]
Interest
Amount of Period and
Amount of Converted Eurodollar
Eurodollar to Euro- Rate with
Date Loans dollar Loans Respect
Thereto
(continued)
Amount of Amount of Unpaid
Principal of Eurodollar Principal
Eurodollar Loans Con- Balance of
Loans Repaid verted to Euro-
Eurodollar Base Rate dollar
Loans Loans Loans
(continued)
Notation Made By
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW.
TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED
BY THE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.
TRANCHE C TERM NOTE
$3,000,000.00 October 15, 1997
FOR VALUE RECEIVED, the undersigned, GENCOR INDUSTRIES, INC.,
a Delaware corporation (the "Borrower"), hereby unconditionally
promises to pay to the order of ING Capital Advisors (the "Lender")
at the office of Credit Lyonnais New York Branch, located at 1301
Avenue of the Americas, New York, New York 10019, in lawful money
of the United States of America and in immediately available funds,
the principal amount of three million dollars ($3,000,000.00), or,
if less, the unpaid principal amount of the Tranche C Term Loans
made by the Lender pursuant to subsection 2.1 of the Credit
Agreement (as hereinafter defined).
The principal amount shall be paid in accordance with the
terms and conditions specified in subsection 2.4 of the Credit
Agreement. The Borrower further agrees to pay interest in like
money at such office on the unpaid principal amount hereof from
time to time outstanding at the rates and on the dates specified in
subsections 5.2 and 5.4 of the Credit Agreement.
The holder of this Note is authorized to record on the
schedules annexed hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part
hereof the date, Type and amount of the Tranche C Term Loan made by
it pursuant to the terms of the Credit Agreement and the date and
amount of each payment or prepayment of principal with respect
thereto, each conversion of all or a portion thereof to another
Type, each continuation of all or a portion thereof as the same
Type and, in the case of Eurodollar Loans, the length of each
Interest Period and the Eurodollar Rate with respect thereto;
provided that the failure to make any such recordation (or any
error therein) shall not affect the obligations of the Borrower to
repay the Tranche C Loan under the terms of the Credit Agreement or
this Note.
This Note (a) is one of the Tranche C Term Notes referred to
in the Credit Agreement, dated as of December 10, 1996 and amended
as of February 4, 1997 and October 15, 1997 (as the same may be
amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Gencor Industries, Inc., a Delaware
corporation, as Borrower, the Lender, the other banks and financial
institutions from time to time parties thereto, Credit Lyonnais New
York Branch as the Issuing Bank for the Letters of Credit, and
Credit Lyonnais New York Branch, as agent, (b) is subject to the
provisions of the Credit Agreement, and (c) is subject to optional
and mandatory prepayment in whole or in part as provided in the
Credit Agreement. This Note is secured and guaranteed as provided
in the Loan Documents. Reference is hereby made to the Loan
Documents for a description of the properties and assets in which
a security interest has been granted, the nature and extent of the
security and the guarantees, the terms and conditions upon which
the security interests and each guarantee were granted and the
rights of the holder of this Note in respect thereof.
Upon the occurrence of any one or more of the Events of
Default (as defined in the Credit Agreement), all amounts then
remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit
Agreement.
The Borrower hereby waives presentment, demand, protest and
all other notices of any kind except as otherwise provided in the
Credit Agreement.
Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.
GENCOR INDUSTRIES, INC.
By:
Name:
Title:
STATE OF )
)
COUNTY OF )
On the _____ day of October in the year 1997, before me
personally came person signing to me known to be the person
described in and who executed the foregoing instrument, and
acknowledged that (s)he executed the same.
__________________________________
Notary Public
Schedule A
to Tranche C Term Note
LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS
[CAPTION]
Amount of
Amount of Principal
Amount of Converted of Base
Base Rate to Base Rate Rate Loans
Date Loans Loans Repaid
(continued)
Amount of
Base Rate
Loans Con- Nota-
verted to Unpaid Principal tion
Eurodollar Balance of Made
Loans Base Rate Loans By
Schedule B
to Tranche C Term Note
LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS
OF EURODOLLAR LOANS
[CAPTION]
Interest
Amount of Period and
Amount of Converted Eurodollar
Eurodollar to Euro- Rate with
Date Loans dollar Loans Respect
Thereto
(continued)
Amount of Amount of Unpaid
Principal of Eurodollar Principal
Eurodollar Loans Con- Balance of
Loans Repaid verted to Euro-
Eurodollar Base Rate dollar
Loans Loans Loans
(continued)
Notation Made By
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW.
TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED
BY THE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.
TRANCHE C TERM NOTE
$6,000,000.00 October 15, 1997
FOR VALUE RECEIVED, the undersigned, GENCOR INDUSTRIES, INC.,
a Delaware corporation (the "Borrower"), hereby unconditionally
promises to pay to the order of Credit Lyonnais New York Branch
(the "Lender") at the office of Credit Lyonnais New York Branch,
located at 1301 Avenue of the Americas, New York, New York 10019,
in lawful money of the United States of America and in immediately
available funds, the principal amount of six million dollars
($6,000,000.00), or, if less, the unpaid principal amount of the
Tranche C Term Loans made by the Lender pursuant to subsection 2.1
of the Credit Agreement (as hereinafter defined). This Tranche C
Term Note (this "Note") shall exist contemporaneously with another
Tranche C Term Note (the "Atlanta C Note") payable to the order of
Credit Lyonnais Atlanta Agency issued pursuant to the terms of the
Credit Agreement; provided, however, that the aggregate principal
amount under both this Note and the Atlanta C Note shall not exceed
six million dollars ($6,000,000.00) at any time.
The principal amount shall be paid in accordance with the
terms and conditions specified in subsection 2.3 of the Credit
Agreement. The Borrower further agrees to pay interest in like
money at such office on the unpaid principal amount hereof from
time to time outstanding at the rates and on the dates specified in
subsections 5.2 and 5.4 of the Credit Agreement.
The holder of this Note is authorized to record on the
schedules annexed hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part
hereof the date, Type and amount of the Tranche C Term Loan made by
it pursuant to the terms of the Credit Agreement and the date and
amount of each payment or prepayment of principal with respect
thereto, each conversion of all or a portion thereof to another
Type, each continuation of all or a portion thereof as the same
Type and, in the case of Eurodollar Loans, the length of each
Interest Period and the Eurodollar Rate with respect thereto;
provided that the failure to make any such recordation (or any
error therein) shall not affect the obligations of the Borrower to
repay the Tranche C Loan under the terms of the Credit Agreement or
this Note.
This Note (a) is one of the Tranche C Term Notes referred to
in the Credit Agreement, dated as of December 10, 1996 and as
amended as of February 4, 1997 and October 15, 1997 (as the same
may be amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among Gencor Industries, Inc., a
Delaware corporation, as Borrower, the Lender, the other banks and
financial institutions from time to time parties thereto, Credit
Lyonnais New York Branch as the Issuing Bank for the Letters of
Credit, and Credit Lyonnais New York Branch, as agent, (b) is
subject to the provisions of the Credit Agreement, and (c) is
subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement. This Note is secured and
guaranteed as provided in the Loan Documents. Reference is hereby
made to the Loan Documents for a description of the properties and
assets in which a security interest has been granted, the nature
and extent of the security and the guarantees, the terms and
conditions upon which the security interests and each guarantee
were granted and the rights of the holder of this Note in respect
thereof.
Upon the occurrence of any one or more of the Events of
Default (as defined in the Credit Agreement), all amounts then
remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit
Agreement.
The Borrower hereby waives presentment, demand, protest and
all other notices of any kind except as otherwise provided in the
Credit Agreement.
Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.
GENCOR INDUSTRIES, INC.
By:
Name:
Title:
STATE OF )
)
COUNTY OF )
On the _____ day of October in the year 1997, before me
personally came person signing to me known to be the person
described in and who executed the foregoing instrument, and
acknowledged that (s)he executed the same.
__________________________________
Notary Public
Schedule A
to Tranche C Term Note
LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS
[CAPTION]
Amount of
Amount of Principal
Amount of Converted of Base
Base Rate to Base Rate Rate Loans
Date Loans Loans Repaid
(continued)
Amount of
Base Rate
Loans Con-
verted to Unpaid Principal Nota-
Eurodollar Balance of tion
Loans Base Rate Loans Made By
Schedule B
to Tranche C Term Note
LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS
OF EURODOLLAR LOANS
[CAPTION]
Interest
Amount of Period and
Amount of Converted Eurodollar
Eurodollar to Euro- Rate with
Date Loans dollar Loans Respect
Thereto
(continued)
Amount of Amount of Unpaid
Principal of Eurodollar Principal
Eurodollar Loans Con- Balance of
Loans Repaid verted to Euro-
Eurodollar Base Rate dollar
Loans Loans Loans
(continued)
Notation Made By