SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
CenCor, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
151310406
(CUSIP Number)
A. Baron Cass III
5005 LBJ Freeway
Suite 1130, LB 119
Dallas, Texas 75244
(972) 233-8778
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 16, 1996
(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 which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ].
Page 1 of 5 Pages
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CUSIP No. 151310406 Amendment No. 1 Page 2 of 5
(1) Name of Reporting Person. A. Baron Cass III
S.S. or I.R.S. Identification ###-##-####
No of Above Person
(2) Check the Appropriate Box if a(a)
Member of a Group (See instructions) (b) X
(3) SEC Use Only
(4) Source of Funds (See instructions) OO
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization U.S.A.
Number of Shares (7) Sole Voting Power 24,704
Beneficially Owned
By Each Reporting
Person With (8) Shared Voting Power 109,688
(9) Sole Dispositive Power 24,704
(10)Shared Dispositive Power 109,688
(11) Aggregate Amount Beneficially 134,392
Owned by Each Reporting Person
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by 9.6%
Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
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CUSIP No. 151310406 Amendment No. 1 Page 3 of 5
This statement on Schedule 13D (the "Statement") relating to the shares of
the common stock, $1.00 par value (the "Common Stock"), of CenCor, Inc.
(the "Issuer"), is hereby amended as follows:
ITEM 1. SECURITY AND ISSUER
The prior response to this Item 1 remains unchanged.
ITEM 2. IDENTITY AND BACKGROUND
The prior response to this Item 2 remains unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The prior response to this Item 3 remains unchanged.
ITEM 4. PURPOSE OF TRANSACTION
The prior response to Item 4 is hereby amended and restated as follows:
The shares of Common Stock to which this Statement relates were purchased
solely for investment purposes. Depending on its evaluation of the Issuer, other
investment opportunities, market conditions, and such other factors as he may
deem material, the Reporting Person may seek to acquire additional shares of
Common Stock in the open market, in private transactions, or otherwise, or may
dispose of all or a portion of the shares of Common Stock beneficially owned by
him.
On December 12, 1996, a representative of the Reporting Person met with
the president of the Issuer to discuss ways to maximize shareholder value.
Management of the Issuer responded that it would take the Reporting Person's
suggestions under advisement. The Reporting Person may from time to time in the
future meet with the Issuer to discuss various other ways to maximize
shareholder value.
Except as set forth above, the Reporting Person has no plans or proposals
of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The prior response to Item 5 remains unchanged.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The prior response to Item 6 remains unchanged.
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CUSIP No. 151310406 Amendment No. 1 Page 4 of 5
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Not Applicable.
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CUSIP No. 151310406 Amendment No. 1 Page 5 of 5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 19, 1996
/s/ A. BARON CASS III
A. Baron Cass III
