GENCOR INDUSTRIES INC — Major Shareholding Notification 2004

Sep 7, 2004

SC 13D/A 1 a04-10289_1sc13da.htm SC 13D/A

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| SCHEDULE 13D |

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

*GENCOR INDUSTRIES, INC.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*368678108*

(CUSIP Number)

*Mark Shefts, 160 Summit Avenue, Montvale, NJ 07645 (201) 782-0888*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*September 3, 2004*

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (“Act”) 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).

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| CUSIP
No. — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Mark Shefts N/A | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) PF, WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o N/A | |
| 6. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 34,000 |
| | 8. | Shared
Voting Power 572,880 |
| | 9. | Sole
Dispositive Power 34,000 |
| | 10. | Shared Dispositive Power 572,880 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 606,880 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 8.8% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

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Item 1.	Security and Issuer
	Class A Common Stock
	Gencor Industries, Inc. 5201 North Orange Blossom Trail Orlando, FL 32810
Item 2.	Identity and Background
(a)	Name of Person Filing:
	Mark Shefts
(b)	Residence or business
address:
	160 Summit Avenue, Montvale, NJ 07645
(c)	Present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted:
	President, Domestic Securities, Inc., an NASD
registered broker/dealer located at 160 Summit Avenue, Montvale, New Jersey
07645
(d)	Whether or not, during
the last five years, such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and, if so, give the
dates, nature of conviction, name and location of court, any penalty imposed,
or other disposition of the case:
	None
(e)	Whether or not, during
the last five years, such person was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with

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| | respect to such laws;
and, if so, identify and describe such proceedings and summarize the terms of
such judgment, decree or final order: |
| --- | --- |
| | In June 2001 Mr. Shefts entered into a consent agreement
with the Securities and Exchange Commission in connection with charges of
alleged failure to supervise resulting in alleged violations of Section 7C of
the Exchange Act, Regulation T of the Federal Reserve Board and Rule 10b-16
under the Exchange Act. Mr. Shefts
was suspended in a supervisory capacity for three months and fined $25,000. |
| | Also in June 2001 Mr. Shefts entered into a consent
agreement with the National Association of Securities Dealers, Inc. in
connection with charges alleging failure to establish and enforce adequate
procedures and supervision to comply with the registration, communications
with the public and margin requirements.
Mr. Shefts was suspended in all capacities for 30 days and in a principal
and supervisory capacity for 90 days, which suspension was concurrent with
his SEC suspension, and fined $50,000. |
| (f) | Citizenship: |
| | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Personal Funds of $80,070 as to stock held by Mark
Shefts; Personal Funds of $1,001,109.80 as to stock held by Mr. Shefts’ wife,
Wanda Shefts; Working Capital as to stock held by Attain Services Corp. and
Domestic Securities, Inc. |
| Item 4. | Purpose of Transaction |
| | As previously disclosed
in the Reporting Person’s Schedule 13D, the reporting Person and his wife
purchased the stock of the Issuer for investment purposes, as did Attain
Services Corp. In addition, Domestic
Securities, Inc., of which Mr. Shefts is the Chief Executive Officer and a controlling
stockholder, is a market maker in the stock of the Issuer and purchased the
stock for its market making activities as well as for investment purposes. |
| | Domestic Securities,
Inc. and Attain Services Corp., of which the Reporting Person is President
and a controlling stockholder, believe that the November 2003 tender offer by
the Issuer was grossly inadequate and not in the best interests of the public
stockholders of the Issuer. By press
release dated December 30, 2003, the Issuer withdrew the tender offer. |
| | Domestic Securities,
Inc. and Attain Services Corp. have reviewed the Issuer’s filings with the
Securities and Exchange Commission (“SEC”) and believe that they contain
misleading statements, that there are material omissions, and that such
filings, and the financial statements included |

4

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| therein, are
fraudulent. On March 15, 2004,
Domestic Securities, Inc., Attain Services Corp. and Joseph A. Ross, a
stockholder of the Issuer, filed suit
against the Issuer and three of its directors, E.J. Elliott, John Elliott and
Randolph Fields, in the United States District Court for the Southern
District of Florida seeking a temporary restraining order to, among other
things, (i) prohibit any further fraudulent filings by the Issuer with the
SEC and (ii) appoint a monitor to investigate and oversee the affairs of the
Issuer and report back to the court. |
| --- |
| Describe any plans or
proposals which the reporting persons may have which relate to or would
result in: |
| (a) The
acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer: |
| Mr. and/or Mrs. Shefts and Attain Services Corp. may
purchase additional shares of the issuer’s stock but have no present plans to
do so. Domestic Securities, Inc. is a
market maker in the issuer’s stock and trades the stock actively. |
| (b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries: |
| None |
| (c) A sale or
transfer of a material amount of assets of the issuer or any of its
subsidiaries. |
| None |
| (d) Any
change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board: |
| None |
| (e) Any
material change in the present capitalization or dividend policy of the
issuer: |
| None |
| (f) Any
other material change in the issuer’s business or corporate structure,
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by |

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	section 13 of the Investment Company Act of 1940:
	None
	(g) Changes
in the issuer’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the issuer by any
person:
	None
	(h) Causing a
class of securities of the issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association:
	None
	(i) A class
of equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act:
	None
	(j) Any
action similar to any of those enumerated above:
	None
Item 5.	Interest in Securities of the Issuer
(a)	State the aggregate
number and percentage of the class of securities of the issuer identified
pursuant to Item 1 (which may be based on the number of securities
outstanding as contained in the most recently available filing with the
Commission by the issuer unless the filing person has reason to believe such
information is not current) beneficially owned (identifying those shares
which there is a right to acquire) by each person named in Item 2. The above mentioned information should
also be furnished with respect to persons who, together with any of the persons
named in Item 2, comprise a group within the meaning of Section 13(d)(3) of
the Act:
	Amount beneficially
owned: 606,880 shares (includes 411,130 shares owned by Mr. Shefts’ wife
Wanda Shefts, as to which Mr. Shefts disclaims beneficial ownership); 5,000
shares owned by Attain Services Corp., of which Mr. Shefts is president, a
director and a 50 percent indirect beneficial owner; and 156,750 shares owned
by Domestic Securities, Inc., a market maker in the issuer’s stock and of
which Mr. Shefts is president, a director and a 50 percent indirect
beneficial owner.

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	Percent of class 8.8%
(b)	For each person named
in response to paragraph (a), indicate the number of shares as to which there
is sole power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or to direct the disposition, or
shared power to dispose or to direct the disposition. Provide the applicable information
required by item 2 with respect to each person with whom the the power to vote
or to direct the vote or to dispose or direct the disposition is shared:

Sole power to vote or to direct the vote	34,000
Shared power to vote or to direct the vote	572,880
Shared with the co-director of Domestic
Securities, Inc., Harvey Houtkin	156,750
Shared with the co-director of Attain
Services Corp., Harvey Houtkin	5,000
Owned by Wanda Shefts, Mr. Shefts’ wife	411,130
Sole power to dispose or to direct the
disposition of	34,000
Shared power to dispose or to direct the
disposition of	572,880
Shared with the co-director of Domestic
Securities, Inc., Harvey Houtkin	156,750
Shared with the co-director of Attain
Services Corp., Harvey Houtkin	5,000
Owned by Wanda Shefts, Mr. Shefts’ wife	411,130

| (c) |
| --- |
| All of the following
transactions were effected for Domestic Securities, Inc. as a market maker on
the Pink Sheets |

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Date	Type	Amount	Price
7/12/04	B	5,650	39,550.00
7/12/04	B	500	3,500.00
7/12/04	B	500	3,500.00
7/13/04	B	3,600	25,020.00
7/14/04	B	300	2,100.00
7/15/04	B	1,000	7,000.00
7/15/04	B	500	3,400.00
7/16/04	B	813	5,284.50
7/16/04	B	2,500	15,750.00
7/16/04	B	3,000	18,450.00
7/20/04	S	125,000	625,000.00
7/20/04	B	500	3,250.00
7/20/04	B	300	1,905.00
7/21/04	B	500	3,175.00
7/21/04	B	200	1,270.00
7/21/04	B	2,000	13,000.00
7/21/041	B	1,700	11,050.00
7/21/04	B	200	1,340.00
7/22/04	B	500	1,340.00
7/22/04	B	5,000	34,000.00
7/22/04	B	2,500	17,000.00
7/22/04	B	3,000	21,060.00
7/22/04	B	6,500	45,500.00
7/22/04	B	500	3,600.00
7/22/04	B	500	3,725.00
7/22/04	B	500	3,750.00
7/22/04	B	1,200	9,012.00
7/22/04	B	500	3,850.00
7/22/04	B	1,000	7,700.00
7/22/04	B	500	3,975.00
7/22/04	B	500	4,000.00
7/22/04	B	100	800.00
7/22/04	S	10,000	77,500.00
7/22/04	S	4,000	31,000.00
7/22/04	S	8,000	62,000.00
7/22/04	B	100	790.00
7/23/04	B	500	3,775.00
7/23/04	B	500	3,700.00
7/23/04	B	500	3,725.00
7/23/04	B	500	3,675.00
7/23/04	B	500	3,675.00
7/23/04	B	1,000	7,350.00
7/26/04	S	1,200	9,360.00
7/26/04	B	100	800.00
7/26/04	S	1,700	13,549.00
7/26/04	B	100	805.00

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7/26/04	B	500	3,950.00
7/27/04	B	500	3,975.00
7/27/04	B	100	810.00
7/27/04	B	1,000	8,000.00
7/27/04	B	2,500	20,125.00
7/27/04	S	2,000	16,300.00
7/27/04	B	500	4,000.00
7/27/04	B	500	4,000.00
7/27/04	B	1,004	7,931.60
7/27/04	B	1,000	7,900.00
7/27/04	B	100	820.00
7/27/04	B	500	3,950.00
7/27/04	B	900	7,020.00
7/27/04	B	500	3,960.00
7/27/04	B	100	800.00
7/28/04	B	800	6,280.00
7/28/04	B	500	3,825.00
7/28/04	B	500	3,775.00
7/28/04	B	500	3,750.00
7/30/04	B	500	3,750.00
7/30/04	S	500	3,750.00
7/30/04	B	1,000	7,500.00
8/2/04	B	2,789	20,932.84
8/2/04	B	500	3,775.00
8/3/04	B	500	3,725.00
8/3/04	S	2,000	13,040.00
8/4/04	S	1,000	7,650.00
8/4/04	B	925	6,937.50
8/5/04	B	400	3,100.00
8/5/04	B	2,000	15,200.00
8/5/04	B	100	780.00
8/6/04	B	1,800	13,590.00
8/6/04	B	1,500	11,325.00
8/6/04	B	500	3,700.00
8/6/04	B	1,200	8,940.00
8/6/04	B	1,500	11,175.00
8/9/04	B	500	3,675.00
8/9/04	B	1,000	7,250.00
8/9/04	B	1,300	9,295.00
8/9/04	B	1,500	10,650.00
8/11/04	B	500	3,500.00
8/11/04	B	500	3,400.00
8/12/04	B	1,500	9,825.00
8/12/04	B	650	4,257.50
8/12/04	B	1,000	6,550.00

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8/12/04	B	300	1,935.00
8/12/04	S	1,900	12,635.00
8/12/04	S	50,000	327,500.00
8/12/04	B	1,500	9,675.00
8/13/04	B	500	3,250.00
8/13/04	B	350	2,275.00
8/16/04	B	200	1,290.00
8/16/04	B	2,700	18,225.00
8/16/04	B	100	700.00
8/16/04	B	1,000	7,050.00
8/16/04	B	2,500	17,750.00
8/16/04	B	1,000	7,000.00
8/16/04	B	100	725.00
8/16/04	B	100	750.00
8/16/04	S	3,000	20,850.00
8/17/04	B	1,000	6,900.00
8/17/04	B	800	5,505.00
8/17/04	B	1,000	6,900.00
8/17/04	B	1,000	6,850.00
8/17/04	B	1,500	10,200.00
8/17/04	S	500	3,400.00
8/17/04	B	1,000	6,750.00
8/18/04	B	1,500	9,425.00
8/18/04	S	1,000	6,300.00
8/18/04	B	500	3,150.00
8/18/04	B	2,800	17,780.00
8/19/04	S	500	3,425.00
8/20/04	B	100	700.00
8/23/04	B	100	700.00
8/23/04	B	300	2,160.00
8/24/04	B	508	3,302.00
8/24/04	S	250	1,725.00
8/24/04	B	100	700.00
8/25/04	B	500	3,325.00
8/25/04	S	400	2,739.93
8/25/04	B	775	5,192.50
8/25/04	B	500	3,425.00
8/25/04	B	1,900	13,015.00
8/25/04	B	5,000	35,000.00
8/25/04	B	500	3,450.00
8/25/04	B	500	3,375.00
8/27/04	B	500	3,275.00
8/27/04	B	680	4,352.00
8/27/04	B	1,000	6,400.00
8/27/04	B	1,000	6,500.00

10

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8/27/04	B	500	3,175.00
8/30/04	B	100	700.00
8/30/04	B	800	5,480.00
8/31/04	S	54,000	367,191.40
8/31/04	B	2,000	14,000.00
8/31/04	B	900	6,300.00
9/1/04	B	3,925	30,615.00
9/1/04	B	11,100	87,135.00
9/1/04	B	1,000	7,450.00
9/1/04	B	600	4,560.00
9/1/04	B	500	3,825.00
9/1/04	B	500	3,725.00
9/1/04	B	100	800.00
9/1/04	B	1,084	8,401.00
9/1/04	B	1,000	7,750.00
9/1/04	B	600	4,620.00
9/2/04	B	3,800	31,160.00
9/2/04	B	100	825.00
9/3/04	S	50,000	341,000.00

| (d) | If any other person is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities, a
statement to that effect should be included in response to this item and, if
such interest related to more than five percent of the class, such person
should be identified. A listing of
the shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of an employee benefit plan, pension
fund or endowment fund is not required. |
| --- | --- |
| | Shares owned by
Domestic Securities, Inc. and Attain Services Corp. and the power to direct the receipt of dividends from, or the
proceeds from the sale of, the common stock of the issuer, are shared equally
by the co-directors of Domestic and Attain Services Corp., Mark Shefts and
Harvey Houtkin. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer |
| | Describe
any contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the issuer, including, but not
limited to transfer or voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the |

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| | giving
or withholding of proxies, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered into. Include such information for any of the
securities that are pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment
power over such securities except that disclosure of standard default and
similar provisions contained in loan agreements need not be included. |
| --- | --- |
| | None. |
| Item 7. | Material to Be Filed as Exhibits |
| | None |

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Signature

After reasonable 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.

| September
7, 2004 |
| --- |
| Date |
| s/Mark Shefts |
| Signature |
| Name/Title |

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