SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended March 31, 1996 Commission File No. 0-3417
CENCOR, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-0914033
(State of other jurisdiction of (I. R. S. Employer
Incorporation or Organization) Identification Number)
1100 Main Street, Suite 416A
Post Office Box 26098
Kansas City, Missouri 64196
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number,
including area code: (816) 221-5833
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes X No
As of July 1, 1996, CenCor, Inc. had 1,389,915 shares of Common
Stock, $1.00 par value outstanding with a market value of
$8,339,490.
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CENCOR, INC.
FORM 10-Q
QUARTER ENDED MARCH 31, 1996
INDEX
Item Page
PART I
Item 1. Financial Statements 1
1. Summary of Significant Accounting Policies 4
2. Litigation and Contingencies 5
3. Other Assets 5
4. Long-Term Debt 6
5. Per Share Information 7
PART II
Item 1. Legal Proceedings 12
Item 2. Change in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of
Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
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<PAGE>
As used herein, the term "CenCor" refers to CenCor, Inc. and the
term "Century" refers to CenCor's non-operating subsidiary Century
Acceptance Corporation. The term "the Company" as used herein
refers to CenCor collectively with Century.
Part I
Item 1.
Financial Statements
The Company's Financial Statements are set forth herein, beginning
on the following page.
(The remainder of this page is intentionally blank.)
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<TABLE>
<CAPTION>
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Net Assets in Liquidation
March 31, December 31,
1996 1995
<C> <C>
Assets: . . . . . . . . . . . . . . . (Unaudited)
Cash and cash equivalents . . . . . . $ 22,162,000 $ 22,439,000
Property and equipment, net of
accumulated depreciation 25,000 30,000
Other assets. . . . . . . . . . . . . 11,100,000 11,903,000
Total assets . . . . . . . . . . 33,287,000 34,372,000
Liabilities:
Accounts payable and accrued liabilities 2,233,000 3,200,000
Income taxes payable. . . . . . . . . 575,000 759,000
Long-term debt. . . . . . . . . . . . 12,600,000 12,303,000
Total liabilities. . . . . . . . 15,408,000 16,262,000
Net assets in liquidation . . . . . . $ 17,879,000 $ 18,110,000
Number of common shares outstanding 1,488,411 1,488,411
Net assets in liquidation per share $ 12.01 $ 12.17
</TABLE>
See accompanying notes.
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<TABLE>
<CAPTION>
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Changes in Net Assets in Liquidation
For the Three Months Ended March 31, 1996
(Unaudited)
<S> <C>
Net assets in liquidation, December 31, 1995 $ 18,110,000
Income from liquidating activities
Investment income. . . . . . . . . . . . . . 362,000
Other. . . . . . . . . . . . . . . . . . . . 145,000
507,000
Expenses from liquidating activities
Salaries and related benefits. . . . . . . . 124,000
Interest expense . . . . . . . . . . . . . . 297,000
Professional fees. . . . . . . . . . . . . . 145,000
Other expenses . . . . . . . . . . . . . . . 172,000
738,000
Decrease in net assets in liquidation (31,000)
Net assets in liquidation, March 31, 1996 $ 17,879,000
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
CenCor, Inc.
(In Process of Liquidation)
Notes to Consolidated Financial Statements
March 31, 1996
1. Summary of Significant Accounting Policies
Basis of Presentation
The unaudited interim condensed financial statements included
herein have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted account-
ing principles ("GAAP") have been condensed or omitted, although
the Company believes that the disclosures are adequate to make the
information presented not misleading.
Effective June 30, 1995, the Company sold substantially all of the
assets of Century Acceptance Corporation ("Century"), its only
operating subsidiary. Since the date of the sale of Century, the
Company has had no ongoing operations. As a result, the Company
has changed its basis of accounting from going concern basis to
liquidation basis.
As a result of Board of Directors' intent, as of December 31, 1995,
the Company adopted a Plan of Dissolution and Liquidation (the
"Plan of Liquidation"). In connection with the Plan of Liquida-
tion, the officers and directors of CenCor are authorized to (i)
dissolve CenCor, including the execution and filing of a Certifi-
cate of Dissolution with the Secretary of State of the State of
Delaware, (ii) wind up CenCor's affairs, including satisfaction of
all liabilities and long-term debt of CenCor and (iii) liquidate
CenCor's assets on a pro rata basis in accordance with the
respective interests of its common stockholders. CenCor is
expected to be dissolved in October 1999. The Plan of Liquidation
will be submitted to the shareholders for approval at the next
stockholder meeting. If the stockholders do not approve the Plan
of Liquidation, management will seek liquidation of CenCor under
the supervision of the U.S. Bankruptcy Court.
Generally accepted accounting principles require the adjustment of
assets and liabilities to estimated fair value under the liquida-
tion basis of accounting. Accordingly, the statement of net assets
in liquidation at March 31, 1996 and December 31, 1995 reflects
assets and liabilities on this basis. Adjustments for changes in
estimated liquidation value are recognized currently. Estimated
costs of liquidation have not been provided since such costs are
not reasonably estimatable.
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<PAGE>
The preparation of financial statements in conformity with
generally accepted accounting principles under the liquidation
basis of accounting requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ
significantly from those estimates.
These condensed financial statements should be read in conjunction
with the financial statements and the notes thereto included in the
Company's latest Annual Report on Form 10-K for the year 1995.
Cash and Cash Equivalents
Cash and cash equivalents include cash, money market accounts, and
short-term government or government agency instruments.
Fair Values of Assets and Liabilities
The following methods and assumptions were used by the Company in
estimating the liquidation value of its assets and liabilities:
Cash and Cash Equivalents: The carrying amount reported in the
statement of net assets in liquidation for cash and cash equiva-
lents approximates their fair value.
Other Assets: The fair value of the Company's other assets (see
Note 3) is estimated using discounted cash flow analysis, based on
an estimated discount rate commensurate with the associated risks.
Accounts Payable and Accrued Liabilities: The carrying amount
reported in the statement of net assets in liquidation for accounts
payable and accrued liabilities approximates their fair value.
Income Tax Payable: The carrying amount reported in the
statement of net assets in liquidation approximates the fair value
of taxes currently payable.
Long-Term Debt: The fair value of the Company's long-term debt
is estimated using discounted cash flow analyses, based on the
Company's current incremental borrowing rates for similar types of
borrowing arrangements (10% at March 31, 1996 and December 31,
1995). The fair value reflects a conversion of the convertible
notes in accordance with the bankruptcy plan (see Note 4).
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<PAGE>
2. Litigation and Contingencies
Century is a defendant, along with a number of other consumer
finance companies, in two class action lawsuits currently pending
in the State of Alabama. The suits were filed by certain alleged
borrowers of the defendant creditor/lenders and assert various
violations. Century has denied the allegations presented in the
suit and is actively defending the charges. Management believes
that any potential liability pertaining to these lawsuits would be
immaterial to the accompanying financial statements.
3. Other Assets
Concorde Career Colleges, Inc. ("Concorde"), a former subsidiary of
CenCor that was spun off in 1988, agreed as part of the spin-off
arrangement to assume certain obligations of CenCor relating to
CenCor's then outstanding Series H 10% notes. As a result of
Concorde's subsequent inability to make payments on the assumed
debt, CenCor terminated Concorde's obligation regarding these notes
in consideration of Concorde issuing to CenCor a junior secured
debenture (the "Debenture") in the amount of $5,422,000. The
Debenture, which is due July 31, 1997, is secured by a lien on
substantially all of Concorde's assets, which lien is junior to the
lien of Concorde's secured bank lender. Interest on the Debenture
compounds and accrues quarterly at a variable rate not to exceed 12
percent. The interest rate (10.75 percent at March 31, 1996 and
11.0 percent at December 31, 1995) is variable based upon both
Concorde's cost of funds and the amount of debt outstanding under
the agreement.
The Debenture also entitles CenCor to an amount equal to 25% of the
amount by which the "market capitalization" of Concorde exceeds
$3,500,000. Market capitalization is the total common shares of
Concorde multiplied by the highest average share price (high-bid)
for any 30 consecutive trading days between January 1, 1997 and
June 30, 1997.
In 1993, Concorde and CenCor amended their Agreement to provide
that CenCor would receive Concorde's previously charged-off
receivables in full payment of the accrued interest on the Junior
Secured Debenture through December 31, 1993. The receivables,
which consist of notes receivable from students who
attended schools operated by Concorde or its subsidiaries, were
assigned to CenCor without recourse with CenCor assuming all risk
of non-payment of the receivables. The amendment grants CenCor
limited rights of substitution until such time as it collects full
payment of the accrued interest, exclusive of out-of-pocket
collection fees and expenses paid to third parties.
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<PAGE>
In 1994, Concorde and CenCor further amended their Agreement to
provide that CenCor would receive an additional $15,000,000 of
Concorde's previously charged-off receivables in full payment of
the accrued interest on the Debenture through December 31, 1994 in
the amount of $500,231. The amendment grants CenCor the same
rights of assignment and substitution for these receivables as
provided for in the first amendment. CenCor has engaged a
collection agent to pursue recovery of such receivables assigned to
the Company as a result of the 1993 and 1994 amendments. As of
March 31, 1996 the Company has collected approximately $415,000
from the Concorde charged-off receivables.
As part of the 1994 amendment, CenCor also agreed to accept 300,000
shares of Concorde's cumulative preferred stock (the "Preferred
Stock") in exchange for the cancellation of $3,000,000 of the total
$5,422,000 of original principal amount of the Debenture. The
Preferred Stock, $.10 par value, has a per share liquidation
preference of $10.00. Cumulative quarterly dividends accrue at a
rate equal to 73% of the then current interest rate on the
Debenture. The dividends accumulate until such time as the
Debenture has been repaid in full which is currently scheduled for
July 31, 1997. At such time, the accumulated quarterly dividends
will be paid ratably over the ensuing 12 fiscal quarters. The
Preferred Stock has no mandatory redemption date but Concorde may
redeem the Preferred Stock, in whole or in part, at any time, at
liquidation value plus accrued cumulative dividends.
Management of Concorde recently reported improvements in its
financial condition resulting in a substantial reduction in its
outstanding bank debt. Consequently management, in conjunction
with its independent financial advisor, has estimated the liquida-
tion value in the Debenture, including accrued interest, to be
$2,799,331 and $2,802,804 at March 31, 1996 and December 31, 1995,
respectively. In addition, management and its independent
financial advisor have determined that Concorde will most likely
elect to redeem the preferred stock by December 31, 2003. The
estimated liquidation value of the Preferred Stock and accrued
dividends is $2,119,823 and $2,074,925 at March 31, 1996 and
December 31, 1995, respectively.
Also included in other assets at December 31, 1995 are receivables
relating to a fidelity bond claim arising from a loss on fraudulent
automobile contracts in 1991 and a claim against a third party
relating to CenCor Inc. of Kansas City. In March of 1996, the
Company received $875,000 from the third party in payment of the
claim. In April of 1996 the Company received $750,000 in payment
of the fidelity bond claim.
<PAGE>
<PAGE>
In addition, an escrow account was established in accordance with
the provisions of the agreement pertaining to the sale of Century's
assets. Such amount, including accrued interest ($5,099,000 and
$5,028,000 at March 31, 1996 and December 31, 1995, respectively),
is included in other assets. The escrow was established in order
to secure certain indemnification obligations of Century and CenCor
to the buyer that run through July 1, 1998. Management believes
that any potential liability pertaining to these obligations would
be immaterial to the accompanying financial statements.
4. Long-Term Debt
Pursuant to a 1993 plan of reorganization, CenCor's noteholders
received the following securities for each $1,000 aggregate amount
of principal and accrued but unpaid interest at December 31, 1992:
(i) $600 principal amount of non-interest bearing Non-
Convertible Notes
(ii) $400 principal amount of non-interest bearing Conver-
tible Notes
(iii) 5.2817 shares of CenCor common stock, par value of $1
per share
The principal balance of the Non-Convertible Notes is $17,174,656.
The Non-Convertible Notes are non-interest bearing and will mature
on July 1, 1999. Such notes have been assigned a fair value of
$12,600,000 and $12,303,000 at March 31, 1996 and December 31,
1995, respectively.
In accordance with the provisions of the bankruptcy plan, the
Convertible Notes are convertible at CenCor's option due to the
receipt of at least $17,500,000 in net proceeds from the sale of
Century's assets. The Convertible Notes were converted at a ratio
of one share of common stock for each $20 principal amount of
Convertible Notes. In connection with the conversion of these
notes, 572,554 shares of CenCor common stock are issuable to the
convertible noteholders. The conversion of these notes in
satisfaction of $11,449,771 principal amount of the obligations is
reflected in the financial statements and the number of outstanding
shares at March 31, 1996 and December 31, 1995.
5. Per Share Information
Net assets in liquidation per common share was computed by dividing
net assets in liquidation by the outstanding shares of common stock
at March 31, 1996 and December 31, 1995, respectively.
<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition
Sale of Century
Effective June 30, 1995, Century consummated the sale of its
consumer finance business to Fidelity Acceptance Corporation, a
subsidiary of the Bank of Boston Corporation.
Under the terms of the sale, Century received $128.7 million for
substantially all of its assets. In accordance with the provisions
of the sales agreement, $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. While the
escrow may be reduced by claims of the buyer, no such claims have
been made as of July 1, 1996.
Conversion of Convertible Notes and Retired Stock
On December 31, 1995, CenCor had outstanding non-interest bearing
convertible notes due July 1, 1999 (the "Convertible Notes") in the
principal amount of $11,449,771. Effective April 1, 1996, CenCor
converted these Convertible Notes into shares of CenCor's common
stock at a ratio of one share of common stock for each $20
principal amount of Convertible Notes. As a result of this
conversion, the holders of the Convertible Notes are entitled to be
issued 572,554 shares of CenCor common stock upon surrender of
their Convertible Notes. As of July 1, 1996, 474,058 shares have
been issued and are outstanding as a result of the surrender of
Convertible Notes.
In May of 1996 CenCor received into its treasury 324,641 shares
of CenCor common stock in settlement of a claim against the Estate
of Robert F. Brozman and the related Robert F. Brozman Trust. The
issued and outstanding share amounts reflected in the accompanying
financial statements reflect the receipt and retirement of the
324,641 shares received from the Robert F. Brozman Trust.
Plan of Liquidation
With the sale of its consumer finance business, CenCor's business
purpose no longer exists. For that reason, CenCor's Board of
Directors adopted a resolution on January 22, 1996 that CenCor be
liquidated and that the Plan of Liquidation be submitted to the
stockholders for approval at the next annual meeting.
<PAGE>
<PAGE>
Under Delaware law, the Plan of Liquidation requires the
affirmative approval of a majority of the issued and outstanding
shares of common stock entitled to vote. If the Plan of Liquida-
tion is adopted by the stockholders, a Certificate of Dissolution
will be filed with the State of Delaware and CenCor shall be
dissolved. Under Delaware law, CenCor will continue as a corporate
entity for three years after the dissolution becomes effective, or
for such longer period as the Delaware Court of Chancery directs in
its own discretion, for the purpose of prosecuting and defending
suits by or against CenCor and winding up the business and affairs
of CenCor, but not for the purpose of continuing the business of
CenCor.
The Plan of Liquidation provides that the implementation of the
plan is intended to be completed within three years of the
effective date of the Certificate of Dissolution. During this
three year period, CenCor would not engage in any business
activities, except for preserving the value of its assets,
adjusting and winding up its business and affairs, and distributing
its assets in accordance with the Plan of Liquidation. CenCor's
debts and liabilities, whether fixed, conditioned or contingent,
would either be paid as they become due or provided for.
At such time as the Board has determined that all claims and
liabilities have been identified and paid or provided for, which
CenCor does not expect to occur prior to 1999, CenCor will distribute
in one or a series of distributions, at any time, or from time to
time as the Board, in its discretion may determine, all funds
resulting from CenCor's liquidation to the stockholders in
accordance with the respective rights of each. The proportionate
interests of the respective stockholders in the assets of CenCor
would be fixed on the basis of their ownership of the outstanding
shares of CenCor on a record date to be determined by the Board of
Directors. The Plan of Liquidation provides that CenCor will be
fully liquidated no later than three years from the effective date
of the Certificate of Dissolution.
During the period of liquidation, CenCor's directors and officers
would implement and carry out the provisions of the Plan of
Liquidation and would receive compensation for their services.
Under Delaware law, stockholders of CenCor do not have the right
to dissent and demand appraisal of their share if the Plan of
Liquidation is adopted. Accordingly, if the Plan of Liquidation is
adopted, all stockholders would be bound by its terms whether or
not they voted for the plan.
The Board of Directors has been informed that Jack Brozman, who
has the authority to vote 21% of the common stock, intends to vote
all of these shares in favor of the Plan of Liquidation.
<PAGE>
<PAGE>
Assuming CenCor had fully liquidated and distributed its assets
by March 31, 1996, and assuming further that CenCor's actual
realizable value of its assets and liabilities is identical to
CenCor's estimated realized value of these items, CenCor's
stockholders would have received $17,879,000 in distributions or
approximately $12.01 per share, less costs to liquidate. The
actual amount to be received upon complete liquidation may be
adversely affected by claims arising from the indemnification
obligations resulting from the sale of Century's assets, unantici-
pated tax liabilities, the ultimate amount collected on the
Debenture and Preferred Stock of Concorde Career Colleges, Inc.,
(as discussed below), or other unforeseen factors. The actual
liquidation amount also may be reduced by legal matters, including
the class action lawsuits pending in Alabama against Century.
If the stockholders do not approve the proposed Plan of Liquida-
tion, management will seek liquidation of CenCor under the
supervision of the U.S. Bankruptcy Court that has retained
jurisdiction of CenCor's 1993 plan of reorganization, on the basis
that the sale of Century accomplished CenCor's plan of reorganiza-
tion. A court-supervised liquidation would result in additional
legal and administrative fees being incurred by CenCor, which would
reduce the amount payable to stockholders upon liquidation.
Assets and Liabilities Following Sale of Century Using Liquidation
Accounting
Following the sale of its consumer finance business, the
Company's assets consist primarily of cash and cash equivalents, a
junior secured debenture (the "Debenture") in the principal amount
of $2,422,000 of Concorde Career Colleges, Inc. ("Concorde"),
300,000 shares of Concorde's cumulative preferred stock (the
"Preferred Stock"), certain previously charged-off receivables
received in payment of accrued interest on the Debenture, and the
escrow account established to secure the indemnification obliga-
tions of the Company to the buyer of the consumer finance business.
At March 31, 1996 and December 31, 1995, the Company also held a
receivable in the amount of $750,000 relating to a fidelity bond
claim arising from a loss on fraudulent automobile contracts in
1991. In April of 1996 the Company received payment for the
fidelity bond claim. At December 31, 1995 the Company also held an
$875,000 receivable for a claim against a third party relating to
the Company's loss of goodwill due to the so-called CenCor, Inc. of
Kansas City loans (the "CIKC Loans"). The Company received payment
for the claim from the third party in March 1996.
The Company's remaining liabilities consist primarily of the
amounts due to the holders of its Non-Convertible Notes, accounts
payable, and other accrued liabilities, including accrued income
taxes. As a result of being in the process of liquidation, the
Company is required to adopt the liquidation basis of accounting.
Generally accepted accounting principles require the adjustment of
assets and liabilities to estimated fair value under the liquida-
tion basis of accounting.
<PAGE>
<PAGE>
Results of Operations
During the three months ended March 31, 1996, the Company's
sources of income consisted mostly of investment income and
collections from the Concorde charged-off receivables that the
Company accepted in exchange for accrued interest on the Debenture.
The Company's expenses during the three months ended March 31,
1996 consisted mainly of salaries, accretion of interest on the
Company's long-term debt, professional and consulting fees, and
other liquidating expenses.
Activities During Liquidation Period
The Company's activities during the period of liquidation will
focus on the collection of various amounts owed to it, including
the collection of the Debenture, Preferred Stock, and the previous-
ly charged-off Concorde receivables received in payment of accrued
interest. The Company will also closely monitor claims arising
from indemnification obligations to the buyer of Century in order
to maximize the value of the escrow fund established as a result of
the sale. Until the Company's long-term debt becomes payable and
distributions are made to stockholders, management expects to
invest the available proceeds from the sale of Century and the
Company's other cash in short-term government or government agency
instruments.
The Company's expenses during the period of liquidation are
expected to consist mostly of salaries, professional fees,
stockholder communication expenses, income taxes and other
liquidating expenses.
The Company will be required to satisfy the balance of the Non-
Convertible Notes together with all other liabilities prior to any
distribution on its outstanding common stock.
Liquidity and Capital Resources
Capital Obligations
The Company has no significant obligations for capital purchases.
Defaults on Long-Term Debt
The Company is in compliance with all covenants and terms under
the indenture for the Non-Convertible Notes.
<PAGE>
<PAGE>
Internal Revenue Service Examination and Potential California Sales
Tax Assessment
The Company's income tax returns for 1988 and 1989 were examined
by the Internal Revenue Service (IRS) which has proposed certain
adjustments, a portion of which have been protested by the Company.
The Company has also claimed additional deductions in these years.
In addition, the Company's 1990, 1991, and 1992 income tax returns
are currently under examination by the IRS. Management believes
that the ultimate disposition of these IRS examinations will not
have a material effect on the financial position of the Company.
As a result of the unresolved IRS examinations, management cannot
precisely estimate the amount of the Company's net operating loss
("NOL") carryforward for federal income tax purposes. For purposes
of estimating the Company's current income tax liability, manage-
ment has made certain assumptions regarding the Company's NOL
carryforwards, which were utilized in full during 1995. Because
the proposed adjustments for 1988 and 1989 have not been resolved
and the 1990-1992 IRS examination is still ongoing, no assurance
can be made regarding this amount.
The California Board of Equalization (the "Board of Equaliza-
tion") issued a Notice of Determination on January 30, 1996 to
Charter Equipment Leasing Corp. ("Charter"), a former subsidiary of
CenCor, in the approximate amount of $723,300 for sale taxes,
interest and penalties for the period October 1 through 31, 1992.
On April 29, 1996, the Board of Equalization issued a revised
Report of Field Audit reducing the sales tax assessment against
Charter to $5,362.
Charter sold substantially all of its assets in November 1992 and
dissolved in October 1994. The bulk of the January 1996 tax
assessment was based upon Charter's sale of assets. The April 1996
Report of Field Audit reduced the sales tax assessment, because the
asset sale occurred in November 1992 and the assessment period
ended October 31, 1992. The Board of Equalization may still
attempt to assert a claim against the buyer of Charter's assets
based upon successor liability for the sales taxes allegedly due
from the November 1992 sale transaction. If the buyer is assessed
sales taxes, the buyer may attempt to assert an indemnification
claim against CenCor.
<PAGE>
<PAGE>
Part II
Item 1. Legal Proceedings - None
Item 2. Change in Securities - None
Item 3. Defaults Upon Senior Securities - For a discussion of
defaults in prior periods, see Part I, Item 2, Liquidity
and Capital Resources - Defaults on Long-Term Debt.
Item 4. Submission of Matters to a Vote of Security Holders -
None
Item 5. Other Information -
On June 4, 1996, Patrick F. Healy, CenCor's former Vice President -
Finance, Treasurer and Chief Financial Officer, exercised phantom
share options relating to 30,000 shares of CenCor common stock.
Accordingly, Mr. Healy received a payout of $335,100 pursuant to
the terms of a 1993 phantom share option agreement, as amended,
between CenCor and Mr. Healy. The payout represents the difference
between Cencor's estimated net assets in liquidation per share
($12.17) as reported in Cencor's most recently filed Form 10-K
and $1 per share.
On July 9, 1996, Jack Brozman, CenCor's Chairman of the Board and
Chief Executive Officer, exercised phantom share options relating
to 35,000 shares of CenCor common stock. Accordingly, Mr. Brozman
received a payout of $390,950 pursuant to the terms of a 1993
phantom share option agreement, as amended, between CenCor and Mr.
Brozman. The payout is based on the same formula discussed with
respect to Mr. Healy's phantom stock options. Mr. Brozman still
holds phantom share options relating to 25,000 shares of CenCor
common stock.
The liability for this obligation was $1,010,000 at December 31,
1995 and March 31, 1996.
Item 6. Exhibits and Reports on Form 8-K
EXHIBIT NUMBER DESCRIPTION
27 Financial Data Schedule
No reports on Form 8-K were filed during the quarter ended March
31, 1996.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed by
the undersigned, thereunto duly authorized.
CENCOR, INC.
Dated July 19, 1996 /s/ Jack L. Brozman
Jack L. Brozman, President
/s/ Terri L. Rinne
Terri L. Rinne,
Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> $22,162,000
<SECURITIES> 0
<RECEIVABLES> 11,100,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 33,262,000
<PP&E> 25,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 33,287,000
<CURRENT-LIABILITIES> 2,808,000
<BONDS> 12,600,000
<COMMON> 1,488,400
0
0
<OTHER-SE> 16,391,000
<TOTAL-LIABILITY-AND-EQUITY> 33,287,000
<SALES> 0
<TOTAL-REVENUES> 507,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 441,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 297,000
<INCOME-PRETAX> (231,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (231,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (231,000)
<EPS-PRIMARY> $12.01
<EPS-DILUTED> $12.01
</TABLE>
