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: November 19, 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 the acquisition of ACP Holdings PLC
and its subsidiaries (collectively, "ACP"), a United Kingdom-based
designer and manufacturer of heavy machinery for the road
construction and quarrying industries with manufacturing operations
in Leicester, England and Brisbane, Australia. ACP is one of the
largest exporters in the United Kingdom for this type of
construction machinery and related products. ACP has developed
markets all over the world including Australia, China, Thailand,
Malaysia, Southern Europe, Africa, the Middle East and the
Meditteranean. Glenn Dalby, ACP's founder and chief executive
officer, will continue to serve as chief executive officer of ACP,
which changed its name as of the effective date of the transaction
to Gencor ACP Limited. The transaction was a cash and stock deal.
Gencor obtained the funds to fund the acquisition 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
10.24 Revolving 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: November 19, 1997 By:
John E. Elliott
Executive Vice-President
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.
REVOLVING CREDIT NOTE
$16,433,198.39 November 10, 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, on the Termination Date the principal
amount of sixteen million four hundred thirty three thousand one
hundred ninety eight and 39/100 dollars ($16,433,198.39), or, if
less, the aggregate unpaid principal amount of all Revolving Credit
Loans made by the Lender to the Borrower pursuant to subsection 3.1
of the Credit Agreement (as hereinafter defined). This Revolving
Credit Note (this "Note") shall exist contemporaneously with
another Revolving Credit Note (the "New York Revolving 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 Revolving Note shall not exceed sixteen million four
hundred thirty three thousand one hundred ninety eight and 39/100
dollars ($16,433,198.39) at any time.
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 each Revolving Credit Loan made
by it pursuant to the Credit Agreement and the date and amount of
each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another
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 Revolving Credit Loans under the terms of the Credit
Agreement or this Note.
This Note (a) is one of the Revolving Credit 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 LAW OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF PROVISIONS
THEREOF.
GENCOR INDUSTRIES, INC.
By:
Name:
Title:
STATE OF )
)
COUNTY OF )
On the ____ day of November 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 he executed the same.
___________________________
Notary Public
Schedule A
to Revolving Credit 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 Revolving Credit 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.
REVOLVING CREDIT NOTE
$7,578,947.37 November 10, 1997
FOR VALUE RECEIVED, the undersigned, GENCOR INDUSTRIES,
INC., a Delaware corporation (the "Borrower"), hereby
unconditionally promises to pay to the order of Creditanstalt
Bankverein (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, on the Termination Date the principal
amount of seven million five hundred seventy eight thousand nine
hundred forty seven and 37/100 dollars ($7,578,947.37), or, if
less, the aggregate unpaid principal amount of all Revolving Credit
Loans made by the Lender to the Borrower pursuant to subsection 3.1
of the Credit Agreement (as hereinafter defined). 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 each Revolving Credit Loan made
by it pursuant to the Credit Agreement and the date and amount of
each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another
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 Revolving Credit Loans under the terms of the Credit
Agreement or this Note.
This Note (a) is one of the Revolving Credit 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 LAW OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF 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 peraon sihning to me known to be the person
described in and who executed the foregoinng instrument, and
acknowledged that he excuted the same.
____________________________
Notary Public
Schedule A
to Revolving Credit 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 Revolving Credit 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.
REVOLVING CREDIT NOTE
$16,433,198.39 November 10, 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, on the Termination Date the principal
amount of sixteen million four hundred thirty three thousand one
hundred ninety eight and 39/100 dollars ($16,433,198.39), or, if
less, the aggregate unpaid principal amount of all Revolving Credit
Loans made by the Lender to the Borrower pursuant to subsection 3.1
of the Credit Agreement (as hereinafter defined). This Revolving
Credit Note (this "Note") shall exist contemporaneously with
another Revolving Credit Note (the "Atlanta Revolving 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 Revolving Note shall not exceed sixteen million four
hundred thirty three thousand one hundred ninety eight and 39/100
dollars ($16,433,198.39) at any time.
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 each Revolving Credit Loan made
by it pursuant to the Credit Agreement and the date and amount of
each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another
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 Revolving Credit Loans under the terms of the Credit
Agreement or this Note.
This Note (a) is one of the Revolving Credit 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 LAW OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF PROVISIONS
THEREOF.
GENCOR INDUSTRIES, INC.
By:
Name:
Title:
STATE OF )
)
COUNTY OF )
On the ____ day of November 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 he executed the same.
___________________________________
Notary Public
Schedule A
to Revolving Credit 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 Revolving Credit 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.
REVOLVING CREDIT NOTE
$10,526,315.79 November 10, 1997
FOR VALUE RECEIVED, the undersigned, GENCOR INDUSTRIES,
INC., a Delaware corporation (the "Borrower"), hereby
unconditionally promises to pay to the order of BHF-Bank
Aktiengesellschaft (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, on the Termination Date the
principal amount of ten million five hundred and twenty six
thousand three hundred and fifteen and 79/100 dollars
($10,526,315.79), or, if less, the aggregate unpaid principal
amount of all Revolving Credit Loans made by the Lender to the
Borrower pursuant to subsection 3.1 of the Credit Agreement (as
hereinafter defined). 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 each Revolving Credit Loan made
by it pursuant to the Credit Agreement and the date and amount of
each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another
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 Revolving Credit Loans under the terms of the Credit
Agreement or this Note.
This Note (a) is one of the Revolving Credit 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 LAW OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF PROVISIONS
THEREOF.
GENCOR INDUSTRIES, INC.
By:
Name:
Title:
STATE OF )
)
COUNTY OF )
On the ____ day of November 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 he executed the same.
_______________________________
Notary Public
Schedule A
to Revolving Credit 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 Revolving Credit 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