SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 3, 2001
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GENCOR INDUSTRIES, INC.
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Incorporated Commission IRS Employer
In the State of File Number ID Number
Delaware 0-3821 59-0933147
5201 NORTH ORANGE BLOSSOM TRAIL, ORLANDO, FLORIDA 32810
(407)290-6000
Item 4. Changes in Registrant's Certifying Accountant
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(a) Current independent accountants
(i) On May 3, 2001, the Company dismissed PricewaterhouseCoopers LLP as
its independent accountants subject to completion of their audits of
the Company's September 30, 1998 and 1999, financial statements.
(ii) In connection with PricewaterhouseCoopers LLP audits during the
period commencing January 10, 2000, the date of their engagement as
independent accountants, through the date of this report on Form 8-K,
there have been no disagreements on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the
satisfaction of PricewaterhouseCoopers would cause them to make
reference thereto in their report on the financial statements for the
years ended September 30, 1998 or 1999.
(iii) During the course of performing the audit for the fiscal years ended
September 30, 1998 and 1999, PricewaterhouseCoopers LLP provided the
Company a summary of reportable conditions relating to the Company's
system of internal controls. Upon the identification of the
reportable conditions, the Company took corrective action.
(iv) The Registrant has requested that PricewaterhouseCoopers LLP furnish
it with a letter addressed to the SEC stating whether or not it
agrees with the above statements. A copy of such letter, dated May 8,
2001, is filed as Exhibit 16 of this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged Moore Stephens Lovelace, P.A. as its
independent accountants for the audit of the fiscal 2000 consolidated
financial statements as of May 7, 2001. During the two most recent
fiscal years and through May 7, 2001, the Company has not consulted
with Moore Stephen Lovelace, P.A. regarding either (i) the
application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might
be rendered on the Registrant's financial statements, and either a
written report was provided to the Registrant or oral advice was
provided that Moore Stephens Lovelace, P.A. concluded was an
important factor considered by the Registrant in reaching a decision
as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement, as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.
(ii) On August 29, 2000, the Registrant engaged Moore Stephens Lovelace,
P.A. to perform certain agreed-upon procedures with respect to
financial information of the Company for each of the three (3)
quarters in the period ended June 30, 2000. Those procedures included
a review, documentation and testing of the Company's control
environment, including internal accounting control structure, review
of selected account detail reconciliations to general ledger control
totals, review of analysis of significant account balances,
observation of the Company's annual physical inventory taking,
analytical reviews and other procedures.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this to be on its behalf by the undersigned hereunto
duly authorized.
GENCOR INDUSTRIES, INC.
(Registrant)
Date: May 8, 2001 By: /s/ John E. Elliott
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John E. Elliott
Executive Vice President
[LOGO OF PRICEWATERHOUSECOOPERS]
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PricewaterhouseCoopers LLP
Citrus Center
May 3, 2001 Suite 1200
255 S. Orange Avenue
Orlando FL 32801
Telephone (407)843 1190
Facsimile (407)244 7601
Mr. E.J. Elliott
Chairman and President
Gencor Industries, Inc.
5301 North Orange Blossom Trail
Orlando, FL 32810
Dear Mr. Elliott:
This is to confirm that the client-auditor relationship between Gencor
Industries, Inc. (Commission File Number 0-3821) and PricewaterhouseCoopers LLP
will cease upon completion of the audits of the September 30, 1999 and 1998
financial statements.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
cc: Chief Accountant
SECPS Letter File, Mail Stop 11-3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549