SCHEDULE 14A
(Rule 141-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CenCor, Inc.
(Name of Registrant as Specified in Its Charter)
Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-
11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy
pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange
Act Rules 14a-6(i)(4) and 0-11.
<PAGE>
CENCOR, INC.
City Center Square
1100 Main Street
Post Office Box 26610
Kansas City, Missouri 64196
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 3, 1994
TO ALL STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of the Stockholders of
CenCor, Inc., a Delaware corporation, will be held on the 3rd day of
November, 1994, at 2:00 p.m., Central Standard Time, at City Center Square,
2nd Floor Conference Room, 1100 Main Street, Kansas, Missouri, for the
following purposes:
(1) To elect four members of the Board of Directors for the
ensuing year or until their successors are duly elected and
qualified;
(2) To ratify and approve the appointment of the auditors for
the Company for 1994; and
(3) To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on September
30, 1994, as the record date for the determination of the stockholders entitled
to notice of and to vote at the Annual Meeting or any adjournment or
postponement thereof.
BY ORDER OF THE BOARD
OF DIRECTORS
/s/ Lisa Henak
Lisa Henak
Secretary
Dated: October 7, 1994.
<PAGE>
IMPORTANT--YOUR PROXY IS ENCLOSED
You are urged to sign, date and mail your proxy even though you
may plan to attend the meeting. No postage is required if mailed in the
United States. If you attend the meeting, you may vote by proxy or you
may withdraw your proxy and vote in person. By returning your proxy
promptly, a quorum will be assured at the meeting, which will prevent
costly follow-up and delays.
<PAGE>
CENCOR, INC.
City Center Square
1100 Main Street
Post Office Box 26610
Kansas City, Missouri 64196
________________________________________
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 3, 1994
________________________________________
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of
CenCor, Inc. ("CenCor") for use at its Annual Meeting of Stockholders to be
held on Thursday, November 3, 1994, at 2:00 p.m., Central Standard Time,
at City Center Square, 2nd Floor Conference Room 1100 Main Street, Kansas
City, Missouri, and any adjournment or postponement thereof. As used herein,
and unless the context indicates otherwise, the term "Company" refers to
CenCor collectively with its present sole operating subsidiary, Century
Acceptance Corporation ("Century") and, as indicated by the content, its prior
subsidiaries. Shares represented by duly executed proxies received prior to the
meeting will be voted at the meeting. If a stockholder specifies a choice on
the form of proxy with respect to any matter to be acted upon, the shares
will be voted in accordance with the recommendations made therein with respect
to the proposals described in this Proxy Statement. Any person giving a
proxy has the power to revoke it at any time before it is exercised by giving
written notice to the Secretary of the Company at any time prior to its use.
The Company will bear all the costs of solicitation of proxies. In
addition to the use of the mails, proxies may be solicited by personal contact
or telephone by the persons named in the accompanying form of proxy, and the
Company may reimburse brokers or other persons holding stock in their names
or in the names of nominees for their expenses in sending proxy soliciting
material to beneficial owners. This Proxy Statement and the accompanying
form of proxy are being mailed or given to stockholders on or about October
7, 1994.
Only stockholders of record at the close of business on September 30,
1994 will be entitled to notice of, and to vote at, the meeting. On the record
date, the Company had 1,240,498 shares of common stock issued and
<PAGE>
outstanding and entitled to vote at the meeting. Each outstanding share of
common stock is entitled to one vote on each matter brought to a vote.
Provided a quorum is present, the affirmative vote of a plurality of the shares
of common stock voting is required for the election of each nominee. The
affirmative vote of a majority of the issued and outstanding shares of common
stock is required for ratification and approval of the independent public
accountants for 1994.
Management does not know of any matter, other than those referred to
in the accompanying Notice of Annual Meeting, which is to come before the
meeting. If any other matters are properly presented to the meeting for action,
it is intended that the persons named in the accompanying form of proxy, or
their substitutes, will vote in accordance with their judgment of the best
interests of the Company on such matters.
STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, with respect to the Company's common
stock (the only class of voting securities), the only person known to be a
beneficial owner of more than five percent (5%) of any class of the Company's
voting securities as of September 1, 1994.
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address
of Beneficial Owner Number of Shares and
Nature of Beneficial
Ownership(1)<F1> Percent of Class
Jack L. Brozman, Trustee
Robert F. Brozman Trust
1100 Main St.
Kansas City, Missouri 64105 597,064(2)<F2> 48%
<FN>
<F1>(1)Nature of ownership of securities is direct. Beneficial ownership as
shown in the table arises from sole voting power and sole investment
power.
<F2>(2)Does not include 34,344 shares held by Jack L. Brozman or 20,025 shares
held by or for the benefit of Robert F. Brozman's other children,
in which the Trust disclaims any beneficial interest.
</TABLE>
The following table sets forth, with respect to the Company's common
stock (the only class of voting securities), (i) shares beneficially owned by
all directors of the Company and nominees for director, and (ii) total shares
beneficially owned by directors and officers as a group, as of September 1,
1994.
<PAGE>
<TABLE>
<CAPTION>
<C> <S> <S>
Name and Address
of Beneficial Owner Number of Shares and
Nature of Beneficial
Ownership(1)<F1> Percent of Class
Jack L. Brozman 631,408(2)<F2> 51%
Edward G. Bauer, Jr. -- --
George L. Bernstein -- --
Marvin S. Riesenbach -- --
Directors and Officers 631,408(2)<F2> 51%
as a Group
<FN>
<F1>(1) Nature of ownership of securities is indirect. Beneficial ownership
as shown in the table arises from
sole voting power and sole investment power.
<F2>(2) Includes 34,344 shares held by Jack L. Brozman and 597,064 shares
held by the Robert E. Brozman
Trust. Does not include 20,025 shares held by or for the benefit of
Robert F. Brozman's other
children, in which the Trust disclaims any beneficial interest.
Jack L. Brozman is the sole trustee
and is also one of the beneficiaries of the Robert F. Brozman Trust.
</TABLE>
DIRECTORS
The shares represented by the enclosed proxy will be voted, unless
otherwise indicated, for the election of the four nominees for director named
below. The directors to be elected at the Annual Meeting will serve for one
year or until their successors are duly elected and qualified. In the unan-
ticipated event that any nominee for director should become unavailable, the
Board of Directors, at its discretion, may designate a substitute nominee, in
which event such shares will be voted for such substitute nominee. Management
recommends a vote for the election of the four nominees for director named
below.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name of Nominee Served Since Age Principal Occupation for
for Director Last Five Years and Directorships
(1) <F1>
Jack L. Brozman(1)<F1> 1979 44 Chairman of the Board, President
and Chief Executive Officer of
CenCor and ConCorde Career
Colleges, Inc. ("ConCorde") since
June 1991. Chief Executive
Officer of Century from July 1991
to August 1992. Chairman of the
Board and Treasurer, from June
1991 until July 23, 1993, and
President and Director, for more
than five years prior to July 23,
1993, of La Petite Academy, Inc.
("LaPetite"). Director of Century
and ConCorde.
Edward G. Bauer, Jr. 1991 66 Vice President and General Counsel
(2) <F2> (3) <F3> of Philadelphia Electric Company
for more than the five-year period
prior to August 1988. Retired from
this position at the end of August
1988. Director of Continental Bank,
Philadelphia, Pennsylvania for the
five-year period prior to September
1992.
George L. Bernstein 1991 62 Chief Operating Officer of Dilworth,
(2)<F2>(3)<F3> Paxson, Kalish & Kauffman, Phila-
delphia, Pennsylvania (law firm)
since November 1991. Executive
Partner/Chief Executive Officer of
Laventhol & Horwath (national public
accounting firm which filed for pro-
tection under the bankruptcy laws in
November, 1990) for more than five
years prior to May 1990. Director
of R & B, Inc. (distributor of
automotive parts). Director of
Century effective April 8, 1993.
Director of O'Brien Environmental
Energy, Inc. effective March, 1994.
Marvin S. Riesenbach 1991 64 Executive Vice President and Chief
(2)<F2>(3)<F3> Financial Officer of Subaru of
America, Inc. for more than the
five years prior to October 1990.
Retired from this position at the
end of October 1990.
<FN>
<F1>(1) Jack L. Brozman is the son of the late Robert F. Brozman and the sole
executor of the Brozman Estate.
<F2>(2) Director effective July 1, 1991.
<F3>(3) Member of Special and Audit Committees beginning July 1, 1991.
Elected to Executive Compensation Committee on August 21, 1991.
</TABLE>
<\PAGE>
<PAGE>
The Board of Directors of the Company held thirteen meetings and
acted by unanimous written consent on seven occasions during the last fiscal
year. Standing committees, consisting of the Special Committee and the Audit
Committee, held five meetings during the last fiscal year. The Executive
Compensation Committee makes salary and bonus recommendations for certain
executive officers. The Audit Committee oversees the work of CenCor's
independent auditors. The Company's Board of Directors does not have a
nominating committee. The Special Committee has the final authority to
thoroughly investigate and report to the Board of Directors on certain matters
concerning the misappropriation of CenCor's assets by CenCor's previous
chairman of the board, Robert F. Brozman, or certain of his affiliated privately
held companies. The Special Committee also has the power and authority to
consider the adequacy of CenCor's internal controls and procedures and to
investigate and report upon such other matters as the Special Committee
considers appropriate. The Special Committee, the Executive Compensation
Committee, and the Audit Committee are composed of Messrs. Bauer,
Bernstein and Riesenbach.
Except as described below, the Company believes, based on information
filed with the Company, that all reports required to be filed for the past two
years with the Securities and Exchange Commission under Section 16 by the
Company's executive officers, directors, and ten percent stockholders have been
filed in compliance with applicable rules:
Dennis C. Berglund failed to file an initial report on Form 3 with
respect to his appointment as an executive officer of the Company in June
1993. A report on Form 5 disclosing the information required by Form 3 (and
reporting no common stock ownership or transactions) was subsequently filed,
on an untimely basis, with the Securities and Exchange Commission.
<PAGE>
EXECUTIVE OFFICERS AND
KEY EMPLOYEES OF THE COMPANY
In addition to Jack L. Brozman, the following persons also serve as
executive officers of CenCor or Century.
<TABLE>
<S> <C> <C>
Name Age Principal Occupation for Last Five Years
Dennis C. Berglund 57 Chief Executive Officer and President of
Century since June 1993. Acting Chief
Executive Officer and President of Century
from April 1993 until June 1993. Chief
Financial Officer, Executive Vice President
and Chief Administrative Officer of Imperial
Thrift and Loan Association, Burbank, Cali-
fornia, from March 1988 through November
1992. Experience includes 24 years with
Avco Financial Services, an international
consumer finance company.
Patrick F. Healy 42 Vice President-Finance, Treasurer and Chief
Financial Officer of CenCor and Century and
Chief Accounting Officer of CenCor since
July 1991. General partner in Equity Ana-
lysts, a Kansas City, Missouri based real
estate investment group, for more than the
prior five years. Vice President, Treasurer
and Director of TSI Holdings, Inc., a parent
company of a manufacturing enterprise, from
November 1989 through June 1991.
William J. Turner 59 Executive Vice President-Acquisitions and
Administration of Century since January
1993. Employed by Century in various
management positions for approximately 31
years.
</TABLE>
<PAGE>
EXECUTIVE COMPENSATION AND CERTAIN
TRANSACTIONS
Summary Compensation Table
The following table sets forth information as to the compensation of
the Chief Executive Officer and each of the other executive officers of CenCor
and Century, whose total annual salary and bonus exceeded $100,000, during the
year ended December 31, 1993 for services in all capacities to CenCor and its
subsidiaries in 1991, 1992, and 1993.
<TABLE>
<CAPTION>
Long-
Annual Term
Compensation Compen-
sation
Awards
Name and Principal
Position Year Salary($) Bonus($) Other Annual Options/
Compensation($) SARs(#)
<S> <C> <C> <C> <C> <C>
Jack L. Brozman,
Chairman of the
Board and Chief
Executive Officer
ofCenCor 1993 $129,800(1) $25,000(2) 60,000(3)
<F1> <F2> <F3>
1992 $125,000(1)
<F1>
1991 $66,500(1)
<F1>
Patrick F. Healy,
Vice President-
Finance; Trea-
surer and Chief
Financial Officer
of CenCor and
Century and Chief
Accounting Officer
of CenCor 1993 $161,000 $5,000(4) 30,000(3)
<F4> <F3>
1992 $144,000
1991 $65,000
Dennis Berglund,
Chief Executive
Officer and Pres-
ident of Century 1993 $100,077 $74,400(5)
<F5>
<FN>
<F1>(1) Mr. Brozman also received compensation as an executive officer of La
Petite and ConCorde.
<F2>(2) Mr. Brozman was awarded and paid a $25,000 cash bonus in 1993 in
recognition of his excellent performance during 1992. Mr. Brozman was
also awarded and paid a cash bonus in 1994
of his excellent performance in 1993. See "Executive Compensation
and Certain Transactions--Executive Committee Report."
<F3>(3) "See "Executive Compensation--Option/SAR Grants in Last Fiscal Year."
<F4>(4) Mr. Healy was awarded and paid a $5,000 cash bonus in 1993 in
recognition of his excellent performance to the Company during 1992.
Mr. Healy was also awarded a
<PAGE>
cash bonus in 1994 of $15,000 in recognition of his excellent
performance to the Company during 1993. See "Executive Compensation
and Certain Transactions--Executive Compensation Committee Report."
<F5>(5) Consists of the value of a leased automobile, vacation earned as
the result of a promotional program, relocation prerequisites
($51,400), and gross up payments for tax liability.
</TABLE>
Option/SAR Grants in Last Fiscal Year
The following table sets forth information as to stock appreciation
rights granted by CenCor during 1993 to executive officers named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
Value at Assumed
Annual Rates of
Stock Price Appre-
ciation For Option
Term(1)<F1>
<S> <C> <C> <C> <C> <C> <C>
Name Options/SARs Percent of Total Exercise or Expiration 5% 10%
Granted (#) Options/SARs Base Price Date ($) ($)
Granted to Em- ($/Sh)
ployees in Fiscal
Year
Jack
L.
Brozman 60,000(2) 67% $1.00 N/A 0 0
<F2>
Patrick
F.
Healy 30,000(3) 33% $1.00 N/A 0 0
<F3>
<FN>
<F1>(1) Although the phantom share options (see following footnotes) do not
have expiration dates (except upon the occurrence of certain events
of forfeiture), the table assumes that the options are exercised five
years from the date of grant.
<F2>(2) On February 4, 1993, CenCor's Compensation Committee approved a
phantom share option agreement between CenCor and Mr. Brozman.
Under the terms of the agreement, Mr. Brozman was granted phantom
share options relating to 60,000 shares of CenCor's common stock.
For each option exercised, Mr. Brozman will receive a cash payment
(subject to applicable tax withholding required by law) equal to the
excess, if any, over $1.00 per share of the greater of (i) the closing
price of the common stock on the NASDAQ National Market (as
determined on the date the option is exercised), (ii) the stockholders'
equity of CenCor at the end of its most recent fiscal quarter, and (iii)
the aggregate distributions per share received by CenCor's stockholders
in the event CenCor is liquidated. For the purposes of the phantom
share option agreement, a merger or consolidation in which CenCor is
not the surviving party or a transaction in which the CenCor stockhold-
ers receive cash or securities of another company in exchange for their
<PAGE>
CenCor shares shall be deemed to be a liquidation. The options
automatically terminate (a) five years after Mr. Brozman resigns or
is removed as a director, or (b) on the date Mr. Brozman engages in
certain misconduct under his employment agreement.
<F3>(3) CenCor and Mr. Healy executed a phantom share option agreement on
February 4, 1993 pursuant to which Mr. Healy received phantom share
options relating to 30,000 shares of CenCor's common stock. The
phantom share options expire (i) five years after Mr. Healy ceases to
be an employee of CenCor or (ii) on the date Mr. Healy engages in
certain misconduct under his employment agreement. The other terms
of Mr. Healy's phantom share option agreement are essentially identical
to those set forth with respect to Mr. Brozman in Note 2 above.
</TABLE>
Option/SAR Exercise and Fiscal Year-End Option/SAR Value Table
No option on stock appreciation rights were exercised by any of the
named executive officers during 1993. The following table provides informa-
tion with respect to the named executive officers concerning unexercised option
held as of December 31, 1993.
<TABLE>
<CAPTION>
# of Securities Underlying Value of Unexercised In-the-Money
Unexercised SAR's at FY-End SAR's at FY-End ($)(1)<F1>
<S> <C> <C> <C> <C>
Name Exercisable Unexercisable Exercisable Unexercisable
Jack L.
Brozman,
CEO 60,000(2)<F2> 0 0
Patrick
F.
Healy 30,000(2)<F2> 0 0
<FN>
<F1>(1) Based on the difference between the closing price of the Company's
common stock on December 31, 1993 and the exercise price on the
phantom share options.
<F2>(2) Became exercisable on February 3, 1994.
</TABLE>
Compensation of Directors
Each non-officer/director of CenCor is paid an annual retainer of
$5,000 plus a fee (based on time spent on corporate matters, including
attendance at board and committee meetings) and expenses.
Employment Contracts, Termination of Employment and Change-In-
Control Arrangements
On February 10, 1993, CenCor entered into a two-year employment
agreement with Mr. Healy. Under the terms of the agreement, Mr. Healy will
<PAGE>
continue to serve as CenCor's Chief Financial Officer at an annual salary of
$155,000. Mr. Healy has also agreed that he will not, during the term of the
Employment Agreement and without the express written consent of CenCor's
Board of Directors, directly or indirectly have any interest in any business
which is a supplier to CenCor.
On June 28, 1993, Century entered into a three-year employment
agreement with Mr. Berglund. Under the terms of the agreement, Mr.
Berglund will serve as Century's President and Chief Executive Officer at
annual salaries of $140,000, $160,000 and $180,000 for the first, second and
third years respectively of the agreement. Mr. Berglund may also receive an
annual bonus based on annual pre-tax profits. Mr. Berglund has also agreed
that he will not, during the term of the employment agreement and without the
expressed written consent of Century's Board of Directors, directly or
indirectly have any interest in any business which is a supplier to Century.
Executive Compensation Committee Report
The Executive Compensation Committee, which consists of three non-
employee directors of the Company, has prepared this report for inclusion in
this Proxy Statement. The Executive Compensation Committee has been
actively functioning since early 1993.
In early 1994, the Executive Compensation Committee met to consider
the possibility of bonuses for Messrs. Brozman and Healy for 1993 and to set
their compensation arrangements for 1994. With respect to each of these
persons, the Executive Compensation Committee determined that each had
performed in an excellent manner during a very trying period commencing with
the summer of 1991. Each had contributed significantly to the Company's
efforts to survive and reestablish credibility with creditors. Each had
rendered extremely valuable and dedicated services in connection with the
Company's asset disposition efforts and reorganization. The Executive
Compensation Committee determined that it was desirous of retaining the
continued services of both executives.
With respect to Mr. Brozman, the Executive Compensation Committee,
meeting in early 1994, considered his annual salary for the past two years,
which was $125,000; his request last year that his annual salary not be
increased due to the Company's strained financial condition; the compensation
he received from a related corporation ($125,000 from Concorde Career
Colleges, Inc.); his estimate that he devoted approximately one-fourth to one-
third of his time to the affairs of the Company, and the degree of responsi-
bility that he had assumed during the extremely turbulent past two years. The
Executive Compensation Committee determined that there should be an increase
of $10,000 in the annual rate of his cash compensation for the year 1994 from
$125,000 to $135,000. It also determined that he should receive a $25,000
cash bonus, 15,000 stock appreciation units effective June 28, 1994, and
<PAGE>
another 15,000 stock appreciation units effective June 28, 1995 if he remains
employed by the Company at that time, in recognition of his excellent past
performance. The value of the stock appreciation units is dependent upon the
increase in the value of Century and are described in more detail below in
conjunction with the discussion of the compensation for Mr. Dennis Berglund,
President and CEO of Century.
In 1993, as an inducement to Mr. Brozman's long term affiliation with
the Company, the Executive Compensation Committee determined that he
should be awarded a phantom stock option covering 60,000 shares. The terms
of the phantom stock option were so structured that it would be of no value to
Mr. Brozman unless the shareholders received a value in excess of $1.00 per
share. Although there was no active trading market for the stock at the time,
the Executive Compensation Committee believed that $1.00 per share was
substantially in excess of the price at which occasional bid quotations appeared
for the stock, and that the phantom stock option would be of no practical value
to Mr. Brozman unless the position of the Company's stockholders improved
significantly.
With respect to Mr. Healy, in early 1994 the Executive Compensation
Committee concluded that his outstanding performance during 1993 merited a
bonus of $15,000 to be paid prior to December 31, 1994, 10,000 stock
appreciation units effective June 28, 1994 and 10,000 stock appreciation units
effective June 28, 1995 if he remains employed by the Company or Century at
that time. The stock appreciation units will be described below in connection
with the discussion of Mr. Berglund's compensation. Among other consider-
ations in granting the bonus and stock appreciation units, the Committee
determined that Mr. Healy had shown extreme dedication, good judgment, skill
and initiative in supervising the Company's financial affairs and dealing with
existing creditors, potential lenders and potential acquirees. Due to the
Company's financial circumstances, however, the Executive Compensation
Committee decided not to increase Mr. Healy's annual rate of compensation for
1994 which would stay at the 1993 level of $155,000. The Executive
Compensation Committee felt that the levels of cash and other compensation
were relatively modest based upon Mr. Healy's performance, but were
consistent with the Company's financial capabilities.
At the time Mr. Healy joined the Company in July 1991, his compensa-
tion package included a 5,000 share market value phantom share arrangement
based on a price of $10.00 per share, meaning that the arrangement had no
value to him until the market price of the Company shares exceeded $10.00.
In 1993 the Executive Compensation Committee determined that Mr. Healy's
market value phantom bonus arrangement granted to him on the commencement
of his employment had been unrealistic from the moment of grant. There was
little prospect the Company's stock would have a market value approaching that
level under any circumstances for the foreseeable future. Accordingly, in 1993
Mr. Healy was awarded an additional phantom stock option of 30,000 shares
<PAGE>
with a base price of $1.00 per share. The terms of the phantom stock option
were structured to encourage Mr. Healy's long term tenure with the Company,
and to recognize that Mr. Healy should be entitled to certain benefits as a
result of his efforts in rehabilitating the Company, even if the shares achieved
a value exceeding $1.00 per share after Mr. Healy's
When Dennis Berglund became President of Century in 1993, the terms
of his engagement were negotiated primarily by Mr. Brozman. The CenCor
Board of Directors as a whole generally concurred in the compensation, bonus,
incentive, fringe benefit and other arrangements made with Mr. Berglund,
although his employment agreement was formally approved by the Century
Board of Directors. The Company's Executive Compensation Committee did,
however, negotiate and approve the grant of stock appreciation units to Mr.
Berglund.
In 1994 the Executive Compensation Committee approved the execution
by CenCor of stock appreciation agreements with Messrs. Brozman, Healy, and
Berglund. Mr. Berglund, Mr. Brozman and Mr. Healy were granted 30,000,
15,000, and 10,000 stock appreciation units, respectively, effective June 28,
1994. Each executive would further be entitled to a like number of stock
appreciation units effective June 28, 1995 provided the executive is still
employed by the CenCor or Century at that time. The executive would receive
compensation for his units at the earlier of his death, permanent disability,
involuntary termination of employment without cause or December 31, 1998,
equal to that amount by which the per share value of Century at such time (as
determined by a formula in the agreements) exceeds $13.72. If substantially
all of the assets or stock of Century are sold prior to December 31, 1998, the
amount to be paid to the executive would be equal to the amount by which the
net liquidation recovery per share of Century stock exceeds $13.72. The
Committee assumed that the net liquidation recovery per share of Century stock
was $13.72 as of December 31, 1993 for purposes of the stock appreciation
agreements.
The employment terms for the other key executives of Century were
negotiated by Century's President. The CenCor Board of Directors received
general informational reports about any changes in compensation arrangements
for continuing executives of Century and arrangements with newly hired
Century executives. These matters were considered by the CenCor Board
primarily in the context of an overall budget. The CenCor Board of Directors
did not give in depth consideration to compensation arrangements of the
individual Century executives, other than Mr. Berglund.
Executive Compensation Committee: Marvin S. Riesenbach,
Chairman; Edward G. Bauer, Jr. and George L. Bernstein.
<PAGE>
Common Stock Performance
The following graph shows a comparison of cumulative total returns for
the Company, a broad market NASDAQ Index, and an industry index for the
five-year period ended December 31, 1993.
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
(Omitted graph depicts the following data:)
NASDAQ
Measured Period Composite Peer
(Fiscal Year Covered) CenCor, Inc. (US) Group
<S> <C> <C>
Measurement Pt. 12/31/88 $100 $100$ 100
FYE 12/31/89 $ 83 $121$ 231
FYE 12/31/90 $ 62 $103$ 242
FYE 12/31/91 $ 51 $165$ 801
FYE 12/31/92 $ 4 $192$1273
FYE 12/31/93 $ 4 $219$1650
</TABLE>
The above graph compares the performance of the Company's common
stock with that of a broad market index for NASDAQ Stock Market (U.S.
Companies) and an Industry Index. The Industry Index is made up of
companies quoted on NASDAQ that have the following Standard Industrial
Classification Codes: 6140 through 6149. The Company's common stock was
delisted from the NASDAQ National Market System on December 7, 1992
because of the Company's failure to meet the NASDAQ capital and surplus
requirements. Since that time, the Company's common stock has been quoted
on an inter-dealer basis in the over-the-counter market on the so-called
"broker's pink sheets."
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
See "Certain Relationships and Related Transactions" on pages 47
through 49 of the Annual Report on Form 10-Q for the year ended December
31, 1993 as attached to the Annual Report to Stockholders for 1993 mailed to
stockholders enclosed with these proxy materials.
<PAGE>
Subsequent to filing of the Annual Report on Form 10-Q with the
Securities and Exchange Commission, CenCor was informed by the Estate of
Robert F. Brozman that the estate paid in full, on March 31, 1994, all of the
remaining outstanding debt related to the so-called CIKC Loans and the other
loans provisionally guaranteed by Cencor.
APPROVAL OF AUDITORS FOR
THE COMPANY
The Board of Directors has selected and appointed Ernst & Young as
the auditors for the Company for the year 1994.
The following resolution will be offered at the Annual Meeting:
"RESOLVED, the action of the Board of Directors in appointing Ernst
& Young as the auditors of the Company for 1994 is hereby ratified
and approved."
It is anticipated that representatives of Ernst & Young will attend
the Annual Meeting. The representatives of Ernst & Young will be given the
opportunity to make a statement if they so desire and will be available to
respond to appropriate questions.
STOCKHOLDER PROPOSALS
In the event any stockholder intends to present a proposal at the Annual
Meeting of Stockholders to be held in 1995, such proposal must be received by
the Company, in writing, on or before January 6, 1995, to be considered for
inclusion in the Company's next Proxy Statement.
VOTING PROXIES AND OTHER MATTERS
Proxies will be voted in accordance with the choices specified on the
form of proxy. If no choice is specified, shares will be voted: (i) "FOR" the
nominees listed on the proxy and in this Proxy Statement; and (ii) "FOR"
ratification and approval of the appointment of Ernst & Young as the
independent public accountants for the Company for 1994.
Management of the Company does not intend to present any business
to the Annual Meeting except as indicated herein and presently knows of no
other business to be presented at the Annual Meeting. Should any other
business come before the Annual Meeting, the persons named in the accompa-
nying form of proxy will vote the proxy in accordance with their judgment of
the best interests of the Company on such matters.
<PAGE>
ANNUAL REPORT
The Company's 1993 Annual Report, which includes audited financial
statements, has been mailed to shareholders of the Company with these proxy
materials. The Annual Report does not form any part of the material for the
solicitation of proxies.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN TO THE
COMPANY THE ACCOMPANYING PROXY. IF YOU ARE PRESENT
AT THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND
VOTE YOUR SHARES IN PERSON.
BY THE BOARD OF DIRECTORS
/s/ Lisa Henak
Lisa Henak
Secretary
October 7, 1994
<PAGE>
CENCOR, INC. PROXY
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 3, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jack L. Brozman and Lisa Henak,
jointly and individually, as Proxies, with full power of substitution and hereby
authorizes them to represent and to vote, as designated below, all the shares
of common stock of CenCor, Inc., which the undersigned would be entitled
to vote if personally present at the Annual Meeting of Stockholders to be held
on November 3, 1994 or any adjournment or postponement thereof.
1. Election of Directors
[ ] For all Nominees Listed Below [ ] Withhold Authority
(except as marked to the to vote for all
contrary below nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME.)
2. Ratification and approval of the appointment of Ernst & Young as the
independent public accountants for 1994.
[ ] For [ ] Against [ ] Abstain
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please see reverse side)
FRONT
This Proxy When Properly Executed Will be Voted in the Manner Directed
Herein by the Undersigned Stockholders. If NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please date, sign and return this Proxy card by mail, postage prepaid.
Dated: , 1993
Signature:
Signature if held jointly
(Please sign exactly as names appear to
the left. When stock is registered jointly,
all owners must sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as such.
If a corporation, please sign in full corpo-
rate name by the President or other autho-
rized officer. If a partnership, please sign
in partnership name by an authorized per-
son.)
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