content: <PAGE>
  
  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: March 28, 2001
  (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., Orlando based manufacturer of industrial process
  machinery, announced today that it has reached an agreement in principle.
  
  <PAGE>
  
  with its lender group for the long term refinancing of the Company, and a
  consensual plan of reorganization. The terms of the agreement are considered by
  management to be favorable in all aspects to the Company, and will facilitate
  its early emergence from Chapter 11. The final agreement will be incorporated
  into a consensual plan to be presented to the Court next week.
  
  Additionally, the Company announced today that a buyer has been selected and a
  final contract executed for the sale of its CPM Group which manufactures
  machinery primarily for the production of animal feed. The Court has approved
  the sale procedures and the Company expects the sale to close before May 30,
  2001.
  
  The Company considers these two events to be significant achievements in its
  efforts to reorganize the business around the construction equipment markets,
  which have been Gencor's primary business for the last 30 years. Management is
  extremely pleased that it was able to strike a mutually beneficial arrangement
  for the Company and it's lenders, but more importantly, that the agreement will
  be of great benefit to customers, vendors, and shareholders. "Under the
  consensual plan, the Company, on closing of the CPM sale will reduce its secured
  debt to less than $40 million from approximately $112 million less than a year
  ago. Such a plan is possible because the Lenders are adequately secured and the
  Company is enjoying good business and profitability". Under the consensual plan,
  which is subject to final Court approval, the Company's lenders and vendors will
  be paid in full over time without dilution to shareholder's equity.
  
  Gencore Industries designs, manufactures and markets process machinery for the
  transportation, food and energy production industries. Products include
  machinery for the production of highway construction material, palletized animal
  feeds, edible oils, sugar, citrus juices, synthetic fuels and bio-mass energy
  as well as fuel refining and distilling equipment.
  
  Information contained in the press release, other than historical information,
  may be considered forward-looking in nature. As such it is based upon certain
  assumptions and is subject to various risks and uncertainties, which may not be
  controllable, and which may cause actual results to differ materially from those
  contained in any forward-looking statements. Among the assumptions are those
  relating to the closing of the sale of the CPM Group, the approval by the Court
  of the consensual plan, and the repayment of obligations in accordance with the
  consensual plan.
  <PAGE>
  
  Further, there are risks and uncertainties associated with the Company's
  business and its industry generally, some of which are beyond the Company's
  control, and which include but are not limited to the robust nature of the
  construction equipment industry market, changes in domestic and international
  economic conditions and government regulation, political uncertainty in
  international markets where the Company does business, cyclical demand for the
  Company's products availability and cost of raw materials, demand for the
  Company's products and changes in the competitive environment. To the extent
  that any assumptions inherent herein prove to be incorrect, or risks and
  uncertainties develop that cause actual results to differ materially from those
  contained in any forward-looking statements, the Company could be adversely
  affected.
  
  
  SIGNATURES
  
  Pursuant to the requirement 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: April 10, 2001 By:   /s/ John E. Elliott
                          -------------------------
  
  John E. Elliott
  
  Executive Vice President
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text: 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: March 28, 2001
  (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., Orlando based manufacturer of industrial process
  machinery, announced today that it has reached an agreement in principle.
  with its lender group for the long term refinancing of the Company, and a
  consensual plan of reorganization. The terms of the agreement are considered by
  management to be favorable in all aspects to the Company, and will facilitate
  its early emergence from Chapter 11. The final agreement will be incorporated
  into a consensual plan to be presented to the Court next week.
  
  Additionally, the Company announced today that a buyer has been selected and a
  final contract executed for the sale of its CPM Group which manufactures
  machinery primarily for the production of animal feed. The Court has approved
  the sale procedures and the Company expects the sale to close before May 30,
  2001.
  
  The Company considers these two events to be significant achievements in its
  efforts to reorganize the business around the construction equipment markets,
  which have been Gencor's primary business for the last 30 years. Management is
  extremely pleased that it was able to strike a mutually beneficial arrangement
  for the Company and it's lenders, but more importantly, that the agreement will
  be of great benefit to customers, vendors, and shareholders. "Under the
  consensual plan, the Company, on closing of the CPM sale will reduce its secured
  debt to less than $40 million from approximately $112 million less than a year
  ago. Such a plan is possible because the Lenders are adequately secured and the
  Company is enjoying good business and profitability". Under the consensual plan,
  which is subject to final Court approval, the Company's lenders and vendors will
  be paid in full over time without dilution to shareholder's equity.
  
  Gencore Industries designs, manufactures and markets process machinery for the
  transportation, food and energy production industries. Products include
  machinery for the production of highway construction material, palletized animal
  feeds, edible oils, sugar, citrus juices, synthetic fuels and bio-mass energy
  as well as fuel refining and distilling equipment.
  
  Information contained in the press release, other than historical information,
  may be considered forward-looking in nature. As such it is based upon certain
  assumptions and is subject to various risks and uncertainties, which may not be
  controllable, and which may cause actual results to differ materially from those
  contained in any forward-looking statements. Among the assumptions are those
  relating to the closing of the sale of the CPM Group, the approval by the Court
  of the consensual plan, and the repayment of obligations in accordance with the
  consensual plan.
  Further, there are risks and uncertainties associated with the Company's
  business and its industry generally, some of which are beyond the Company's
  control, and which include but are not limited to the robust nature of the
  construction equipment industry market, changes in domestic and international
  economic conditions and government regulation, political uncertainty in
  international markets where the Company does business, cyclical demand for the
  Company's products availability and cost of raw materials, demand for the
  Company's products and changes in the competitive environment. To the extent
  that any assumptions inherent herein prove to be incorrect, or risks and
  uncertainties develop that cause actual results to differ materially from those
  contained in any forward-looking statements, the Company could be adversely
  affected.
  
  SIGNATURES
  
  Pursuant to the requirement 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: April 10, 2001 By:   /s/ John E. Elliott
                          -------------------------
  
  John E. Elliott
  
  Executive Vice President