SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
June 30, 1995
CENCOR, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-3417 43-0914033
(Commission File Number) (I.R.S. Employer Identification No.)
1100 Main Street, City Center Square, Suite 2350
P.O. Box 26098, Kansas City, Missouri 64196-6098
(Address of Principal Executive Offices) (Zip Code)
(816) 221-9744
(Registrant's Telephone Number, Including Area Code)
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Item 2 Acquisition or Disposition of Assets
On June 30, 1995, Century Acceptance Corporation ("Centu-
ry"), the sole operating subsidiary of CenCor, Inc. ("CenCor"),
consummated the sale of its consumer finance business to
Fidelity Acceptance Corporation, a subsidiary of the Bank of
Boston Corporation.
Under the sale, which was effective as of July 1, 1995,
Century received $128.5 million for substantially all of its
assets, including its $110 million loan portfolio. As part of
the transaction, $5 million of the sale proceeds were placed in
escrow to secure certain indemnification obligations of Century
and CenCor to the buyer that run through July 1, 1998.
Based on the terms of an earlier agreement between Century
and its secured lenders, the sale also resulted in Century
achieving certain concessions from these lenders. Century was
able to redeem all of its outstanding secured notes held by the
lenders for a purchase price equal to the principal amount of
the secured notes (approximately $100 million) together with
interest, but without the payment of substantial prepayment
premiums payable under the secured notes. The lenders were
also required to surrender for cancellation outstanding
warrants which allowed them to acquire up to 30% of Century.
As a result of its 1993 debt restructuring, CenCor
currently has outstanding non-interest bearing debt consisting
of approximately $17.2 million in notes and $11.5 million in
convertible notes due July 1, 1999. The convertible notes are
now, by their terms, convertible at CenCor's option into shares
of common stock of CenCor. Assuming the transaction had taken
place on March 31, 1995 and CenCor and Century liquidated at
that time, CenCor would have had a liquidation value of
approximately $6 million ($3.30 per share), after giving effect
to the conversion of the convertible notes to equity.
It is unlikely that CenCor will liquidate prior to July
1998. Further, CenCor's liquidation value at the time of
liquidation may be significantly reduced from the March 31,
1995 pro forma amount as a result of claims arising from
indemnification obligations to the buyer or as the result of
other factors, such as unexpected tax liabilities. Conversely,
the actual liquidation amount may be significantly increased as
a result of CenCor's ownership of securities issued by ConCorde
Career College and CenCor's ability to obtain settlements or
awards arising from its claims against others.
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Bank of Boston Corporation, which has its securities
listed on the New York and Boston stock exchanges, is a New
England-based global bank with assets of $43.5 billion.
Fidelity Acceptance Corporation is a 66-year old consumer
finance company with 139 offices in 26 states.
Item 7 Financial Statements and Exhibits.
(c) The following exhibit is filed as part of this
current report on Form 8-K.
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Exhibit Number Description
<S> <C>
99 Press Release dated June 30,
1995 announcing agreement to
sell business.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report as
amended to be signed on its behalf by the undersigned hereunto
duly authorized.
CenCor, Inc.
(Registrant)
Date July 17, 1995 By /s/ Jack L. Brozman
Signature)
Jack L. Brozman, President
Exhibit 99
FOR IMMEDIATE RELEASE
CONTACT: Jack Brozman
CenCor, Inc.
City Center Square
1100 Main Street, Suite 2350
Kansas City, MO 64105
(816) 474-8002
KANSAS CITY, MISSOURI: June 30, 1995. CenCor, Inc. announced
today that Century Acceptance Corporation, its sole operating
subsidiary, finalized the sale of its consumer finance business
to Fidelity Acceptance Corporation, a subsidiary of the Bank of
Boston.
Under the transaction, which was completed on June 30,
1995, Century was paid $128.5 million for substantially all of
its assets, including its $110 million loan portfolio. As part
of the transaction, $5 million of the purchase price will be
placed in escrow to secure certain indemnification obligations
of Century and CenCor to the buyer.
Assuming the transaction had taken place on March 31, 1995
and CenCor and Century liquidated at that time, CenCor would
have had a liquidation value of approximately $6 million ($3.30
per share), after giving effect to the conversion of $11.5
million in convertible notes to equity. CenCor's liquidation
value at the time of liquidation could be significantly reduced
as a result of claims arising from the indemnification obliga-
tions to the buyer or as a result of other factors, such as
unexpected tax liabilities, or significantly increased as a
result of its ownership of securities issued by ConCorde Career
Colleges and its ability to obtain settlements or awards
arising from claims against others. It is unlikely that any
such liquidation will occur prior to July 1998.
Fidelity Acceptance Corporation, a subsidiary of Bank of
Boston Corporation, is a 66 year old consumer finance company
with 139 offices in 26 states. Bank of Boston Corporation is
a New England-based global bank with assets of $43.5 billion.
