AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13,
1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934)
CENCOR, INC.
(Name of Issuer)
CENCOR, INC.
(Name of Person(s) Filing Statement)
COMMON SHARES, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
151310406
(CUSIP Number of Class of Securities)
Harold M. Goss, Esq.
Polsinelli, White, Vardeman & Shalton, P.C.
700 West 47th Street, Suite 1000
Kansas City, MO 64112
(816) 753-1000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
---------------------------------------
June 13, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
---------------------------------------
CALCULATION OF FILING FEE
TRANSACTION VALUATION $4,987,500 (a) AMOUNT OF FILING FEE: $975 (b)
(a) Calculated as the aggregate maximum purchase price to be
paid for 570,000 shares in the Offer.
(b) Calculated as 1/50 of 1% of the Transaction Valuation.
<PAGE>
_____ Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
<PAGE>
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is CenCor, Inc., a Delaware
corporation (the "Company"). The principal executive offices of
the Company are located at 1100 Main, Suite 416A, City Center
Square, Kansas City, Missouri 64105.
(b) The title of the securities being sought is common shares
of par value $1.00 per share (the "Common Shares"). As of May
30, 1997 there were 1,460,627 Common Shares issued and
outstanding.*
The Company is seeking tenders for up to 570,000 Common
Shares, at $8.75 per Common Share, net to the Seller upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated June 13, 1997 (the "Offer to Purchase"), and the
related Letter of Transmittal (which together constitute the
"Offer"). A copy of each of the Offer to Purchase and the Letter
of Transmittal is attached hereto as Exhibit (a)(1)(ii) and
Exhibit (a)(2), respectively. Reference is hereby made to the
Cover Page and Section 1 "Price; Number of Common Shares" of the
Offer to Purchase, which are incorporated herein by reference.
The Company has been informed that no directors, officers or
affiliates of the Company intend to tender Common Shares pursuant
to the Offer.
* Effective April 1, 1996, the Company converted $11,449,771
principal amount of its convertible notes into the Company's
Common Shares at a ratio of one Common Share for each $20
principal amount of convertible notes. As a result of this
conversion, the holders of the convertible notes were entitled to
be issued 572,554 Common Shares upon surrender of their
convertible notes. As of May 30, 1997, 544,680 Shares have been
issued and are outstanding as a result of the surrender of
convertible notes. Except as specifically noted herein, the
issued and outstanding Common Share amounts reflected in this
Schedule, the Offer and in the financial statements included in
the Offer are treated as though all 572,554 Shares have been
issued and are outstanding as a result of the conversion of the
convertible notes, resulting in 1,488,411 Common Shares being
deemed outstanding.
<PAGE>
(c) The Common Shares are currently quoted on the OTC
Bulletin Board.
(d) Not Applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Reference is hereby made to Section 12 "Source and Amount
of Funds" of the Offer to Purchase, which is incorporated herein
by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
ISSUER OR AFFILIATE.
Reference is hereby made to Section 6 "Purpose of the Offer,"
Section 7 "Plans or Proposals of the Company," Section 11
"Certain Effects of the Offer" and Section 12 "Source and Amount
of Funds" of the Offer to Purchase, which are incorporated herein
by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Except as described herein, there have not been any
transactions involving the Common Shares of the Company that were
effected during the past 40 business days by the Company, any
executive officer or director of the Company, any person
controlling the Company, any executive officer or director of any
corporation ultimately in control of the Company or by any
associate or subsidiary of any of the foregoing, including any
executive officer or director of any such subsidiary.
Within the last 40 business days, Marvin Riesenbach, a
Director, has acquired 2,250 Common Shares in the following
transactions:
<TABLE>
Date of Number of Shares
Transaction Acquired Purchase Price
<S> <C> <C>
April 23, 1997 1,400 $ 8.125
May 1, 1997 850 $ 8.250
</TABLE>
<PAGE>
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES.
The Company does not know of any contract, arrangement,
understanding or relationship relating, directly or indirectly,
to the Offer (whether or not legally enforceable) between the
Company, any of the executive officers or directors or any other
person (including, but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or the
voting of any such securities, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees
against loss, or the giving or withholding of proxies, consents
or authorizations).
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Georgeson & Company Inc. ("Georgeson") has been retained and
will be compensated by the Company to make solicitations in
connection with the Offer. The Company will pay Georgeson a fee
of $7,500 as compensation for its services as the Information
Agent, of which half is payable in advance. If Georgeson is
requested to call individuals who are registered holders of
Common Shares, the Company will pay Georgeson an additional sum
computed on the basis of $6 per call. In addition, the Company
will reimburse Georgeson for reasonable costs and expenses
incurred by Georgeson in fulfilling the agreement.
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) Reference is hereby made to the financial
statements included as part of Exhibit (a)(1)(ii) attached
hereto, which are incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a)-(d) Not applicable.
(e) The Offer to Purchase, attached hereto as Exhibit
(a)(1)(ii), is incorporated herein by reference in its entirety.
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1)(i) Cover Letter to Shareholders.
(ii) Offer to Purchase (including Financial
Statements).
(iii) Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and other nominees.
(iv) Form of Letter to Clients from Brokers, Dealers,
Commercial Banks, Trust Companies and
other Nominees.
(v) Guidelines for Certificateion of Taxpayer
Identification Number
(vi) Form of Press Release.
(a)(2) Form of Letter of Transmittal.
(b) None.
(c) None.
(d) None.
(e) Not applicable.
(f) None.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
CENCOR, INC.
/s/ Jack L. Brozman
_______________________________
Jack L. Brozman
President
June 13, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
(a)(1)(i) Cover Letter to Shareholders
(ii) Offer to Purchase (including
Financial Statements)
(iii) Form of Letter to Brokers, Dealers,
Commercial Banks, Trust Companies and
Other Nominees
(iv) Form of Letter to Client from
Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
(v) Guidelines for Certification of
Taxpayer Identification Number on
Substitute Form W-9
(vi) Form of Press Release
(a)(2) Form of Letter of Transmittal
(b) None.
(c) None.
(d) None.
(e) Not applicable.
(f) None.
<PAGE>
Exhibit (a)(1)(i)
To Our Shareholders:
Enclosed you will find our Annual Report on Form 10-K for
the year ended December 31, 1996 and our Offer to Purchase your
shares of stock. Please read both documents carefully.
CenCor, Inc. is presently in liquidation which is expected
to be completed by October 1999.
The offer to purchase your stock is at $8.75 per share. We
are making this offer because the Company currently does not
believe that an active market for its common shares will develop
and that market liquidity will decrease as the Company moves
closer to liquidation. Therefore, the Board of Directors has
determined to take action to provide liquidity to its common
shareholders who wish to sell their shares at this time.
If you are interested in selling your stock, please follow
the instructions in the enclosed Offer to Purchase document.
I would like to take this opportunity to thank all
creditors, shareholders, and employees of CenCor, Inc., both past
and present, for their support over the past several years.
Sincerely,
Jack L. Brozman
Chairman of the Board
Enclosure
<PAGE>
Exhibit (a)(1)(ii)
OFFER TO PURCHASE
CENCOR, INC.
OFFER TO PURCHASE FOR CASH 570,000
OF ITS ISSUED AND OUTSTANDING COMMON SHARES
AT $8.75 NET PER COMMON SHARE
THE OFFER AND PRORATION PERIOD
WILL EXPIRE AT 6:00 P.M. NEW YORK CITY TIME
ON AUGUST 12, 1997, UNLESS THE OFFER IS EXTENDED.
To the Holders of Common Shares of
CENCOR, INC.
CenCor, Inc., a dissolved Delaware corporation in the
process of liquidation (the "Company"), is offering to purchase
up to 570,000 of its common shares, with par value of $1.00 per
share ("Common Shares"), for cash at a price (the "Purchase
Price") equal to $8.75 net to the seller. The offer and
proration period will expire at 6:00 p.m. New York City time on
August 12, 1997 (the "Initial Expiration Date"), unless extended
(the Initial Expiration Date or the latest date to which the
Offer is extended, the "Expiration Date"), upon the terms and
conditions set forth in this Offer to Purchase and the related
Letter of Transmittal (which together constitute the "Offer").
The Offer is not conditioned upon the tender of any minimum
number of Common Shares. If more than 570,000 Common Shares are
tendered, no Common Shares may be purchased if (a) the Offer is
not extended and the number of Common Shares for which tenders
are sought is not increased to allow the purchase of such
additional Common Shares or (b) the Company elects not to
purchase 570,000 of the tendered Common Shares on a pro rata
basis. If more than 570,000 Common Shares are duly tendered
prior to the expiration of the Offer, subject to the condition
that there have been no material changes in the factors
originally considered by the Board of Directors when it
determined to make the Offer and in the other conditions set
forth in Section 5, the Company will either extend the Offer
period, if necessary, and increase the number of Common Shares
that the Company is offering to purchase to an amount which it
believes will be sufficient to accommodate the excess Common
<PAGE>
Shares tendered as well as any Common Shares tendered during the
extended Offer period or purchase 570,000 (or such larger number
of Common Shares sought) of the Common Shares tendered on a pro
rata basis. However, if the Company elects to purchase 570,000
(or such larger number of Common Shares sought) of the Common
Shares on a pro rata basis, (before prorating securities tendered
by others) the Company may first accept all securities tendered
by tendering shareholders who own, beneficially or of record, not
more than 99 Common Shares and who tender all of their
securities.
SHAREHOLDERS WHO TENDER THEIR COMMON SHARES IN RESPONSE TO
THE OFFER WILL FOREGO THE OPPORTUNITY TO PARTICIPATE IN FUTURE
DISTRIBUTIONS FROM THE COMPANY OF THE PROCEEDS FROM ITS
LIQUIDATION, WHICH IS CURRENTLY ANTICIPATED TO EXCEED IN THE
AGGREGATE $8.75 PER COMMON SHARE. SEE SECTION 11.
THIS OFFER IS BEING MADE TO ALL SHAREHOLDERS
OF THE COMPANY AND IS NOT CONDITIONED UPON ANY
MINIMUM NUMBER OF COMMON SHARES BEING TENDERED.
THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 5.
IMPORTANT
Any shareholder desiring to tender all or any portion of
his/her Common Shares should either (1) complete and sign the
Letter of Transmittal (or facsimile copy thereof), in accordance
with the instructions in the Letter of Transmittal, mail or
deliver it and any other required documents to UMB Bank, N.A.
(the "Depository") and either deliver the certificates for such
Common Shares to the Depository along with the Letter of
Transmittal, or (2) request his/her broker, dealer, commercial
bank, trust company or other nominee to effect the transaction
for him/her. A shareholder whose Common Shares are registered in
the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such person if he/she desires to
tender his/her Common Shares.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR
REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S COMMON
SHARES. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL
INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX
ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER COMMON
SHARES AND, IF SO, HOW MANY COMMON SHARES TO TENDER.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER
COMMON SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR
IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH
RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
Requests for additional copies of the Offer to Purchase and
the Letter of Transmittal should be directed to the Information
Agent at Georgeson & Company Inc., Wall Street Plaza, New York,
New York 10005. Call toll free (1-800-223-2064) or direct (212-
440-9800).
June 13, 1997
The Information Agent for this Offer is:
GEORGESON & COMPANY INC.
<PAGE>
TABLE OF CONTENTS
SECTION PAGE
1. Price; Number of Common Shares 4
2. Procedure for Tendering Common Shares 5
3. Withdrawal Rights 6
4. Payment for Shares 6
5. Certain Conditions of the Offer 7
6. Purpose of the Offer 8
7. Plans or Proposals of the Company 9
8. Price Range of Common Shares; Dividends 9
9. Interest of Directors and Executive
Officers; Transactions and
Arrangements Concerning the Common Shares 9
10. Fees and Expenses 11
11. Certain Effects of the Offer 11
12. Source and Amount of Funds 12
13. Certain Information about the Company 12
14. Additional Information 14
15. Certain Federal Income Tax Consequences 14
16. Extension of Tender Period; Termination;
Amendments 15
17. Miscellaneous 15
18. Financial Statements - March 31, 1997
(Unaudited) 16
19. Financial Statements - December 31, 1996 17
20. Pro Forma Financial Statements 25
<PAGE>
1. PRICE; NUMBER OF COMMON SHARES. The Company will, upon
the terms and subject to the conditions of the Offer, accept for
payment (and thereby purchase) 570,000 or such lesser number of
its issued and outstanding Common Shares which are properly
tendered and received by the Depository (and not withdrawn in
accordance with Section 3) prior to 6:00 p.m. New York City time,
on August 12, 1997 (such time and date being hereinafter called
the "Initial Expiration Date"). The Company reserves the right
to extend the Offer. See Section 16. The later of the Initial
Expiration Date or the latest time and date to which the Offer is
extended is hereinafter called the "Expiration Date." The
purchase price of the Common Shares will be $8.75 net to the
seller.
The Offer is being made to all shareholders of the Company
and is not conditioned upon any minimum number of Common Shares
being tendered. If the number of Common Shares properly tendered
prior to the Expiration Date and not withdrawn is less than or
equal to 570,000 Common Shares (or such greater number of Common
Shares as the Company may elect to purchase pursuant to the
Offer), the Company will, upon the terms and subject to the
conditions of the Offer, purchase at $8.75 net to the seller all
Common Shares so tendered. If more than 570,000 Common Shares
are duly tendered prior to the expiration of the Offer and not
withdrawn, subject to the condition that there have been no
changes in the factors originally considered by the Board of
Directors when it determined to make the Offer and the other
conditions set forth in Section 5, the Company will either extend
the Offer period, if necessary, and increase the number of Common
Shares that the Company is offering to purchase to an amount
which it believes will be sufficient to accommodate the excess
Common Shares tendered as well as any Common Shares tendered
during the extended Offer period or purchase 570,000 (or such
larger number of Common Shares sought) of the Common Shares
tendered on a pro rata basis. However, if the Company elects to
purchase 570,000 shares (or such larger number of Common Shares
sought), (before prorating securities tendered by the others),
the Company may first accept all securities tendered by the
tendering shareholders who own, beneficially or of record, not
more than 99 Common Shares and who tender all their securities.
On May 30, 1997, there were 1,460,627 Common Shares issued
and outstanding and there were approximately 1,016 holders of
record of Common Shares.
<PAGE>
Effective April 1, 1996, the Company converted $11,449,771
principal amount of its convertible notes into the Company's
Common Shares at a ratio of one Common Share for each $20
principal amount of convertible notes. As a result of this
conversion, the holders of the convertible notes were entitled to
be issued 572,554 Common Shares upon surrender of their
convertible notes. As of May 30, 1997, 544,680 shares have been
issued and are outstanding as a result of the surrender of
convertible notes. Except as specifically noted herein, the
issued and outstanding Common Share amounts reflected in this
offer and in the financial statements included herein are treated
as though all 572,554 Common Shares have been issued and are
outstanding as a result of the conversion of the convertible
notes, resulting in 1,488,411 Common Shares being deemed
outstanding.
The Company has been advised that no directors, officers or
affiliates of the Company intend to tender any Common Shares
pursuant to the Offer.
The Company reserves the right, in its sole discretion, at
any time or from time to time, to extend the period of time
during which the Offer is open by giving oral or written notice
of such extension to the Depository and making a public
announcement thereof. See Section 16. There can be no
assurance, however, that the Company will exercise its right to
extend the Offer. If the Company decides, in its sole
discretion, to increase or decrease the number of Common Shares
being sought and, at the time that notice of such increase or
decrease is first published, sent or given to holders of Common
Shares in the manner specified below, the Offer is scheduled to
expire at any time earlier than the tenth business day from the
date that such notice is first so published, sent or given, the
Offer will be extended at least until the end of such ten-
business-day period.
<PAGE>
2. PROCEDURE FOR TENDERING COMMON SHARES.
PROPER TENDER OF COMMON SHARES. If you wish to tender your
Common Shares, for Common Shares to be properly tendered pursuant
to the Offer, a properly completed and duly executed green-
colored Letter of Transmittal (or manually signed facsimile
thereof) with any required signature guarantees, the certificates
that represent the Common Shares and any other documents required
by the Letter of Transmittal, must be received on or before the
Expiration Date by the Depository at its address set forth in the
Letter of Transmittal.
Persons who have yet to surrender convertible notes of the
Company in exchange for Common Shares pursuant to the April 1,
1996 conversion (see Section 1) must first complete the
conversion prior to tendering such Common Shares in response to
the Offer.
It is a violation of Section 10(b) of the Securities
Exchange Act of 1934 (the "Exchange Act"), and Rule 14e-4
promulgated thereunder, for a person to tender Common Shares for
such person's own account unless the person so tendering owns
such Common Shares.
Section 10(b) and Rule 10b-4 provide a similar restriction
applicable to the tender or guarantee of a tender on behalf of
another person.
The acceptance of Common Shares by the Company for payment
will constitute a binding agreement between the tendering
shareholder and the Company upon the terms and subject to the
conditions of the Offer, including the tendering shareholder's
representation that (i) such shareholder owns the Common Shares
being tendered within the meaning of Rule 10b-4 promulgated under
the Exchange Act and (ii) the tender of such Common Shares
complies with Rule 10b-4.
DETERMINATION OF VALIDITY. All questions as to the
validity, form, eligibility (including time of receipt) and
acceptance of tenders will be determined by the Company, in its
sole discretion, whose determination shall be final and binding.
The Company reserves the absolute right to reject any or all
tenders determined by it not to be in appropriate form or the
acceptance of or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the
<PAGE>
absolute right to waive any of the conditions of the Offer
or any defect in any tender with respect to any particular Common
Shares or any particular shareholder, and the Company's
interpretations of the terms and conditions of the Offer will be
final and binding. Unless waived, any defects or irregularities
in connection with tenders must be cured within such times as the
Company shall determine. Tendered Common Shares will not be
accepted for payment unless the defects or irregularities have
been cured within such time or waived. Neither the Company, the
Depository nor any other person shall be obligated to give notice
of any defects or irregularities in tenders, nor shall any of
them incur any liability for failure to give such notice.
FEDERAL INCOME TAX WITHHOLDING. To prevent backup federal
income tax withholding equal to 31% of the gross payments made
pursuant to the Offer, each shareholder must notify the
Depository of such shareholder's correct taxpayer identification
number (or certify that such taxpayer is awaiting a taxpayer
identification number) and provide certain other information by
completing the Substitute Form W-9 included in the Letter of
Transmittal.
For a discussion of certain other federal income tax
consequences to tendering shareholders, see Section 15.
3. WITHDRAWAL RIGHTS. You may withdraw Common Shares
tendered at any time prior to the Expiration Date and thereafter
until they have been accepted for payment as provided herein by
the Company.
For a withdrawal to be effective, a written, telegraphic,
telex or facsimile transmission notice of withdrawal must be
timely received by the Depository at the address set forth in the
Letter of Transmittal. Any notice of withdrawal must specify the
name of the person who tendered the Common Shares to be
withdrawn, the number of Common Shares to be withdrawn, and, if
certificates representing such Common Shares have been delivered
or otherwise identified to the Depository, the name of the
registered holder(s) of such Common Shares as set forth in such
certificates if different from the name of the person tendering
such Common Shares. If certificates have been delivered to the
Depository, then, prior to the release of such certificates, you
must also submit the certificate numbers shown on the particular
certificates evidencing such Common Shares and the signature on
<PAGE>
the notice of withdrawal must be guaranteed by an Eligible
Guarantor Institution.
All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by the
Company in its sole discretion, whose determination shall be
final and binding. None of the Company, the Depository, the
Information Agent or any other person is or will be obligated to
give any notice of any defects or irregularities in any notice of
withdrawal, and none of them will incur any liability for failure
to give any such notice. Common Shares properly withdrawn shall
not thereafter be deemed to be tendered for purposes of the
Offer. However, withdrawn Common Shares may be retendered by
following the procedures described in Section 2 prior to the
Expiration Date.
4. PAYMENT FOR SHARES. For purposes of the Offer, the
Company will be deemed to have accepted for payment (and thereby
purchased) Common Shares which are tendered and not withdrawn
when, as and if it gives oral or written notice to the Depository
of its acceptance of such Common Shares for payment pursuant to
the Offer. Upon the terms and subject to the conditions of the
Offer, the Company will, promptly after the Expiration Date,
accept for payment (and thereby purchase) Common Shares properly
tendered prior to the Expiration Date.
Payment for Common Shares purchased pursuant to the Offer
will be made by the Depository out of funds made available to it
by the Company. The Depository will act as agent for tendering
shareholders for the purpose of effecting payment to the
tendering shareholders. Payment for Common Shares accepted for
payment pursuant to the Offer will be made only after timely
receipt by the Depository, as required pursuant to the Offer, of
a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof), the certificates representing
such Common Shares, if issued, and any other required documents.
Certificates for Common Shares not purchased (see Sections 1 and
5), or for Common Shares not tendered included in certificates
forwarded to the Depository, will be returned promptly following
the termination, expiration or withdrawal of the Offer, without
expense to the tendering shareholder.
<PAGE>
The Company will pay all transfer taxes, if any, payable on
the transfer to it of Common Shares purchased pursuant to the
Offer. If, however, payment of the purchase price is to be made
to, or (in the circumstances permitted by the Offer) if
unpurchased Common Shares are to be registered in the name of any
person other than the registered holder, or if tendered
certificates, if any, are registered or the Common Shares
tendered are held in the name of any person other than the person
signing the Letter of Transmittal, the amount of any transfer
taxes (whether imposed on the registered holder or such other
person) payable on account of the transfer to such person will be
deducted from the Purchase Price unless satisfactory evidence of
the payment of such taxes, or exemption therefrom, is submitted.
Shareholders tendering Common Shares shall be entitled to receive
all dividends declared on or before the Expiration Date, but not
yet paid, on Common Shares tendered pursuant to the Offer. The
Company will not pay any interest on the Purchase Price under any
circumstances. In addition, if certain events occur, the Company
may not be obligated to purchase Common Shares pursuant to the
Offer. See Section 5.
Any tendering shareholder or other payee who fails to
complete fully and sign the Substitute Form W-9 in the Letter of
Transmittal may be subject to required federal income tax
withholding of 31% of the gross proceeds paid to such shareholder
or other payee pursuant to the Offer. See Section 2.
<PAGE>
5. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any
other provision of the Offer, the Company shall not be required
to accept for payment, purchase or pay for any Common Shares
tendered, and may terminate or amend the Offer or may postpone
the acceptance for payment of, the purchase of and payment for
Common Shares tendered, if at any time at or before the time of
purchase of any such Common Shares, there shall have occurred (or
shall have been determined by the Board of Directors to have
occurred) which, in the Board of Directors' sole judgment in any
such case and regardless of the circumstances (including any
action or omission to act by the Company) makes it inadvisable to
proceed with the Offer or with such purchase or payment: (1)
material legal action or proceeding instituted or threatened
challenging such transactions or otherwise materially adversely
affecting the Company, (2) suspension of or limitation on prices
for trading securities generally on the New York Stock Exchange,
(3) declaration of a banking moratorium by federal or state
authorities or any suspension of payment by banks in the United
States, (4) commencement of war, armed hostilities or other
international or natural calamity directly or indirectly
involving the United States, or (5) other event or condition
which would have a material adverse effect on the Company or the
holders of its Common Shares if the tendered Common Shares are
purchased.
The foregoing conditions are for the Company's sole
benefit and may be asserted by the Company regardless of the
circumstances giving rise to any such condition (including any
action or inaction by the Company), and any such condition may be
waived by the Company in whole or in part, at any time and from
time to time in its sole discretion. The Company's failure at
any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right; the waiver of any such right
with respect to particular facts and circumstances and each such
right shall be deemed an ongoing right which may be asserted at
any time and from time to time. Any determination by the Company
concerning the events described in this Section 5 shall be final
and shall be binding on all parties.
<PAGE>
If the Company determines to terminate or amend the Offer
or to postpone the acceptance for payment of or payment for Common
Shares tendered, it will, to the extent necessary, extend the
period of time during which the Offer is open as provided in
Section 16. Moreover, in the event any of the foregoing
conditions are modified or waived in whole or in part at any
time, the Company will promptly make a public announcement of
such waiver and may, depending on the materiality of the
modification or waiver, extend the Offer period as provided in
Section 16.
6. PURPOSE OF THE OFFER. The purpose of the Offer is to
provide the shareholders of the Company who do not wish to hold
their Common Shares until the Company completes its liquidation
an opportunity to sell their Common Shares and to enhance the
liquidation value to the non-tendering shareholders.
The Common Shares are currently traded on a sporadic basis
on the OTC Bulletin Board. The Company currently does not
believe that an active established market for its Common Shares
will ever develop. To the contrary, the Company anticipates that
market liquidity will decrease as the Company moves closer to
being fully liquidated. In recognition of this lack of an active
established market and in furtherance of its Plan of Liquidation,
the Board of Directors has determined to take action to attempt
to provide liquidity to shareholders who wish to sell their
Common Shares at this time. There can be no assurance that this
Offer will provide sufficient liquidity to all holders of Common
Shares that desire to sell their Common Shares.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR
REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S COMMON
SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH
RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL
INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX
ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER COMMON
SHARES AND, IF SO, HOW MANY COMMON SHARES TO TENDER
<PAGE>
7. PLANS OR PROPOSALS OF THE COMPANY. The Company has
filed a Certificate of Dissolution with the Delaware Secretary of
State. See Section 13. Accordingly, the Company is prohibited
from conducting any business other than gradually settling and
closing its business, disposing of its property, discharging its
liabilities, and distributing to its shareholders its remaining
assets.
8. PRICE RANGE OF COMMON SHARES; DIVIDENDS. The Common
Shares are quoted on the OTC Bulletin Board under the symbol
CNCR. The range of high and low sales prices as quoted on the
OTC Bulletin Board for each quarter of 1995 and 1996 and for the
first quarter of 1997 is as follows:
<TABLE>
1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
Quarter Ended High Low High Low High Low
March 31 5/8 5/8 3 3 7-3/4 6-5/8
June 30 3 3 6 6
September 30 4-3/8 4-3/8 6/1-2 6-1/2
December 31 3-1/2 3-1/2 6-5/8 6-5/8
</TABLE>
The quotations from the OTC Bulletin Board reflect inter-
dealer prices without retail mark-up, mark-down, or commission
and may not represent actual transactions.
On May 30, 1997, the quoted bid price of the Common Shares
on the OTC Bulletin Board was $8.063.
At May 30, 1997, the Company had approximately 1,016
shareholders of record. No dividends have been paid on the
common stock.
9. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS;
TRANSACTIONS AND ARRANGEMENTS CONCERNING THE COMMON SHARES. The
following table sets forth, with respect to the Common Shares (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 May 30, 1997.
<PAGE>
<TABLE>
Name of
Beneficial Owner Number of Shares Percent of Class<F1>
<S> <C> <C>
Jack L. Brozman<F2> 306,767 21%
Edward G. Bauer, Jr. 6,000 *
George L. Bernstein ---- *
Marvin S. Riesenbach<F3> 9,250 *
Directors and Officers
as a Group 322,017 22%
* Less than 1%
<FN>
<F1> Assumes 1,488,411 shares outstanding. See Section 1.
<F2> Includes 34,344 shares held by Jack L. Brozman and 272,423
shares held by the Robert F. Brozman Trust for which Mr.
Brozman exercises sole voting and investment power. Does not
include 20,025 shares held by or for the benefit of Robert F.
Brozman's other children, in which the Robert F. Brozman
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.
<F3> Represents shares held by the Marvin S. Riesenbach IRA
Rollover Account.
</FN>
</TABLE>
The Company has been informed that no Director or executive
officer of the Company intends to tender any Common Shares
pursuant to the Offer.
Except as set forth in this Section 9, based upon the
Company's records and upon information provided to the Company by
its Directors, executive officers and affiliates (as such term is
used in the Exchange Act), neither the Company nor, to the best
of the Company's knowledge, any of the Directors or executive
officers of the Company, nor any associates of any of the
foregoing, has effected any transactions in the Common Shares
during the forty-business-day period prior to the date hereof
<PAGE>
During the past 40 business days, Marvin Riesenbach
acquired 2,250 Common Shares in the following transactions:
<TABLE>
Number of Shares
Date of Transaction Acquired Purchase Price
<S> <C> <C>
April 23, 1997 1,400 8.125
May 1, 1997 850 8.250
</TABLE>
Except as set forth in this Offer to Purchase, neither the
Company nor, to the best of the Company's knowledge, any of its
affiliates, Directors or executive officers, is a party to any
contract, arrangement, understanding or relationship with any
other person relating, directly or indirectly, to the Offer with
respect to any securities of the Company (including, but not
limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any such
securities, joint ventures, loan or option arrangements, puts or
calls, guaranties or loans, guaranties against loss or the giving
or withholding of proxies, consents or authorizations).
10. FEES AND EXPENSES. The Company has agreed to retain
Georgeson & Company Inc. to act as the Information Agent and UMB
Bank, N.A. to act as the Depository in connection with the Offer.
The Information Agent and the Depository each will receive
reasonable and customary compensation for their services, will be
reimbursed for certain reasonable out-of-pocket expenses, and
will be indemnified against certain liabilities and expenses in
connection herewith, including certain liabilities under federal
securities laws.
The Company will not pay any fees or commissions to any
broker or dealer or other person (other than set forth above) for
soliciting tenders of the Common Shares pursuant to the Offer.
Brokers, dealers, commercial banks and trust companies will be
reimbursed by the Company for reasonable expenses incurred by
them in forwarding materials to their customers
<PAGE>
11. CERTAIN EFFECTS OF THE OFFER. If a shareholder tenders
Common Shares in response to the Offer, such tendering
shareholder's equity interest in the Company represented by the
shares tendered will terminate and that shareholder will not, to
that extent, have the opportunity to participate in the future
distributions from the Company. Non-tendering shareholder's
proportionate interest in the Company's remaining assets will
increase, to the extent the Company purchases Common Shares
pursuant to the Offer. Although the Company is unable to predict
the amount or timing of liquidation proceeds ultimately
distributed to shareholders, THE BOARD ANTICIPATES THAT THE
AMOUNT OF LIQUIDATION PROCEEDS DISTRIBUTED PER SHARE WILL EXCEED
$8.75 PER SHARE.
The following table sets forth outstanding Common Share
amounts, net assets in liquidation, and net assets in liquidation
per Common Shares at March 31, 1997 as restated, and as adjusted
on a pro forma basis to give effect to the Offer assuming the
tender and purchase of all 570,000 Common Shares subject to the
Offer. This information should be read in conjunction with the
financial statements and the notes thereto and the pro forma
financial statements included elsewhere in this Offer.
<TABLE>
March 31, 1997<F1>
As Restated Pro Forma
<S> <C> <C>
Common Shares Outstanding 1,488,411<F2> 918,411
Net Assets in Liquidation $16,493,000 $11,505,000
Net Assets in Liquidation
per Common Share $11.08 $12.53
<FN>
<F1> The As Restated and Pro Forma columns have been adjusted to
reflect the effect of significant changes in the financial
position occurring after March 31, 1997, but prior to the date of
this Offer. The Pro Forma column also reflects the purchase for
cash of 570,000 Common Shares at $8.75 per share.
<F2> Assumes 1,488,411 shares outstanding. See Section 1.
</FN>
</TABLE>
<PAGE>
12. SOURCE AND AMOUNT OF FUNDS. The total cost to the
Company of purchasing 570,000 Common Shares pursuant to the Offer
will be approximately $4,987,500 plus the expenses incurred by
the Company in connection with the Offer. The Purchase Price for
any Common Shares acquired pursuant to the Offer will be derived
from cash on hand.
13. CERTAIN INFORMATION ABOUT THE COMPANY. The Company was
incorporated under the laws of Delaware on May 27, 1968. Prior
to June 30, 1995, the Company was engaged in the consumer finance
business through its wholly-owned subsidiary, Century Acceptance
Corporation ("Century"). Effective June 30, 1995, substantially
all of the assets of Century were sold.
The Company has not conducted on-going operations since the
sale of Century's assets and is in the process of liquidation. On
September 12, 1996, the Company's shareholders approved a Plan of
Dissolution and Liquidation (the "Plan of Liquidation") which the
Board of Directors submitted for shareholder approval at the
Company's annual meeting of shareholders.
Under Delaware Law, the Company will continue as a
corporate entity for three years after the effective date of the
dissolution (October 1, 1996) 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 it and
winding up its business and affairs, but not for the purpose of
continuing the Company business.
The Plan of Liquidation provides that the implementation of
the plan is intended to be completed by October 1, 1999. During
this three year period, the Company will 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. The Company's debts and liabilities, whether fixed,
conditioned or contingent, will either be paid as they become due
or provided for.
<PAGE>
The Plan of Liquidation further provides that at such time
as the Board has determined that all claims and liabilities have
been identified and paid or provided for, the Company will
distribute in one or a series of distributions all funds
resulting from the Company's liquidation to the shareholders in
accordance with the respective rights of each in a manner that
the Board, in its discretion, shall determine. The proportionate
interests of the respective shareholders in the assets of the
Company will be fixed on the basis of their ownership of the
outstanding shares of the Company on a record date to be
determined by the Board.
During the period of liquidation, the Company's directors
and officers are authorized to implement and carry out the
provisions of the Plan of Liquidation and to receive compensation
for their services.
The Company's assets consist primarily of cash and cash
equivalents, certain previously charged-off receivables received
in payment of accrued interest, and an escrow account established
to secure the indemnification obligations of the Company to the
buyer of the consumer finance business. Except for previously
charged-off receivables, all material assets of the Company have
been disposed of.
As part of the sale of its consumer-financed business,
Century assigned its benefits, rights and interests (including
interests in future insurance commissions receivable) in a
service expenses reimbursement agreement (the "SER Agreement(s)")
with a third party to the buyer of its consumer-financed
business. The Company also agreed to indemnify the buyer in an
amount up to $750,000 if it was determined that any of Century's
rights under the SER Agreement were impaired as a result of the
sale of Century's assets such that Century's buyer did not
receive up to $750,000 in payments under the SER Agreement. The
third party has recently notified the Company that it believes
the sale of Century's assets constitutes a material breach of the
SER Agreement and, therefore, that Century has forfeited its
rights to receive payment under the SER Agreement. Unless
Century is legally able to force the third party to make payments
under the SER Agreement, Century will be exposed to
indemnification claims by its buyer up to $750,000. No assurance
can be given that Century will be able to prevail in its claim
against the third party.
<PAGE>
On May 30, 1997, the Company defeased its obligations
pursuant to the indenture governing its non-convertible notes due
July 1, 1999, in the principal amount of $7,203,726, by
delivering approximately $6.4 million in U.S. government
securities to the indenture trustee. Accordingly, the Company's
remaining liabilities consist primarily of accounts payable and
other accrued liabilities, including accrued income taxes and
claims for indemnification that may arise from the sale of
Century's assets. The Company believes that it has adequate
reserves for all of its material known contingent, conditional
and unmature liabilities.
The Company's expenses during the period of liquidation are
expected to consist mostly of salaries, professional fees,
shareholder communication expenses, income taxes and other
liquidating expenses.
The Board recently determined that, in addition to the
regular directors' fees paid to each member of the Board of
Directors, each Director shall receive a payment equal to $75,000
immediately prior to the final distribution of the liquidation
proceeds to the shareholders of the Company as additional
consideration for the performance of services to the Company
between 1993 and the final distribution of the liquidation
proceeds to the Company's shareholders. In addition, Terri
Rinne, Vice President of the Company, will receive a bonus of
$100,000 if she is still employed by the Company on the date the
Company makes its final liquidation distribution to its
shareholders. The purpose of the additional payments and the
bonus is to encourage these individuals to continue in their
service to the Company through the Company's final liquidation.
The Pro Forma Financial Statement set forth in Section 20
reflects the defeasement of the Company's non-convertible notes
due July 1, 1999 and the additional consideration authorized to
be paid to the officers and directors of the Company prior to the
final distribution of liquidation proceeds to shareholders of the
Company. See Section 20, Pro Forma Financial Statements
<PAGE>
The Board has not established a timetable for making other
distributions to the shareholders.
At such time as the respective interests of the shareholders
are fixed on the basis of the ownership of their outstanding
Common Shares of the Company on a record date determined by the
Board (the "Record Date"), it is anticipated that the stock
transfer books of the Company will be closed, no further
transfers will be recorded on the Company's books and no further
stock certificates will be issued, other than replacement
certificates. All distributions from the Company on or after the
Record Date will be made to shareholders according to their
stockholdings as of the Record Date. As soon as practicable after
the determination of the Record Date, shareholders will be
advised of the procedures for surrendering certificates
representing their Common Shares.
14. ADDITIONAL INFORMATION. The Company has filed a
statement on Schedule 13E-4 with the Securities and Exchange
Commission (the "Commission") which includes certain additional
information relating to the Offer. Such material may be
inspected and copied at prescribed rates at the Commission's
public reference facilities at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and 74 Park Place, New York, New
York 10007. Copies of such material may also be obtained by mail
at prescribed rates from the Public Reference Branch of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Electronic filings made through the Electronic Data Gathering,
Analysis, and Retrieval system are publicly available through the
Commission's Web site (http://www.sec.gov).
15. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following
discussion is a general summary of the federal income tax
consequences of a sale of Common Shares pursuant to the Offer.
Shareholders should consult their own tax advisors regarding the
tax consequences of a sale of Common Shares pursuant to the
Offer, as well as the effects of state, local and foreign tax
laws. See also "Federal Income Tax Withholding" in Section 2.
<PAGE>
Shareholders that participate in the Offer will generally
realize capital gain (or loss) based on the difference between
the Purchase Price and their tax basis in the shares sold to the
Company. This is the case regardless of whether the Offer is
considered a sale of their Common Shares or a partial liquidation
of their interest in the Company. If the Company were to abandon
its plan of liquidation prior to the point at which the Company
had completely liquidated for federal income tax purposes, then
the tax consequences of the Offer would generally not change
except that any participating shareholder whose proportionate
interest in the Company was not meaningfully reduced would be
required to treat all or part of the Purchase Price as a dividend
taxable as ordinary income. At this time, the Company has no
intention to abandon its plan of liquidation.
16. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS.
The Company reserves the right, at any time and from time to
time, to extend the period of time during which the Offer is
pending by making a public announcement thereof. Common Shares
previously tendered and not purchased or withdrawn will remain
subject to the Offer. The Company also reserves the right, at
any time and from time to time up to and including the Expiration
Date, to (a) terminate the Offer and not to purchase or pay for
any Common Shares or, subject to applicable law, postpone payment
for Common Shares upon the occurrence of any of the conditions
specified in Section 5 and (b) amend the Offer in any respect by
making a public announcement thereof. Such public announcement
will be issued no later than 9:00 a.m. New York City time on the
next business day after the previously scheduled Expiration Date
and will disclose the approximate number of Common Shares
tendered as of that date. Without limiting the manner in which
the Company may choose to make a public announcement of
extension, termination or amendment, except as provided by
applicable law (including Rule 13e-4(e)(2)), the Company shall
have no obligation to publish, advertise or otherwise communicate
any such public announcement.
<PAGE>
If the Company materially changes the terms of the
Offer or the information concerning the Offer, or if it waives a
material condition of the Offer, the Company will extend the Offer
to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2)
promulgated under the Exchange Act. These rules require that the
minimum period during which an offer must remain open following
material changes in the terms of the offer or information concerning
the offer (other than a change in price or a change in percentage or
securities sought) will depend on the facts and circumstances,
including the relative materiality of such terms or information.
If (i) the Company increases or decreases the price to be paid
for Common Shares, or the Directors increase the number of Common
Shares being sought, or the Company decreases the number of
Common Shares being sought and (ii) the Offer is scheduled to
expire at any time earlier than the expiration of a period ending
on the tenth business day from, and including, the date that
notice of such increase or decrease is first published, sent or
given, the Offer will be extended at least until the expiration
of such period of ten business days.
17. MISCELLANEOUS. The Offer is not being made to, nor
will the Company accept tenders from, owners of Common Shares in
any jurisdiction in which the Offer or its acceptance would not
comply with the securities or Blue Sky laws of such jurisdiction.
The Company is not aware of any jurisdiction in which the making
of the Offer or the tender of Common Shares would not be in
compliance with the laws of such jurisdiction. However, the
Company reserves the right to exclude holders in any jurisdiction
in which it is asserted that the Offer cannot lawfully be made.
So long as the Company makes a good faith effort to comply with
any state law deemed applicable to the Offer, the Company
believes that the exclusions of holders residing in such
jurisdiction is permitted under Rule 13e-4(f)(9) promulgated
under the Exchange Act.
18. FINANCIAL STATEMENTS -- MARCH 31, 1997 (UNAUDITED).
(The remainder of this page is intentionally blank.)
<PAGE>
<TABLE>
<CAPTION>
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Net Assets in Liquidation
March 31, December 31,
1997 1996
(Unaudited)
<S> <C> <C>
Assets:
Cash and cash equivalents $ 18,655,000 $ 14,513,000
Other assets 5,638,000 10,320,000
Total assets 24,293,000 24,833,000
Liabilities:
Accounts payable and accrued
liabilities 208,000 648,000
Income taxes payable 810,000 1,110,000
Long-term debt 5,818,000 5,681,000
Total liabilities 6,836,000 7,439,000
Net assets in liquidation $ 17,457,000 $ 17,394,000
Number of common shares outstanding 1,488,411 1,488,411
Net assets in liquidation per share $ 11.73 $ 11.69
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Changes in Net Assets in Liquidation
For the Three Months Ended March 31, 1997 and 1996
(Unaudited)
1997 1996
<S> <C> <C>
Net assets in liquidation,
December 31, 1996 and 1995 $ 17,394,000 $ 18,110,000
Income from liquidating activities
Investment income 311,000 362,000
Other -- 145,000
311,000 507,000
Expenses from liquidating activities
Salaries and related benefits 72,000 124,000
Interest expense 137,000 297,000
Professional fees 10,000 145,000
Other expenses 29,000 172,000
248,000 738,000
Increase (decrease) in net assets in
liquidation 63,000 <231,000>
Net assets in liquidation,
March 31, 1997 and 1996 $ 17,457,000 $ 17,879,000
See accompanying notes.
</TABLE>
<PAGE>
CenCor, Inc.
(In Process of Liquidation)
Notes to Consolidated Financial Statements
March 31, 1997
(Unaudited)
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 accounting 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.
On September 12, 1996, the Company's shareholders approved a Plan
of Dissolution and Liquidation (the "Plan of Liquidation") which
the Company's Board of Directors submitted for shareholder
approval at the Company's annual meeting of shareholders. In
connection with the Plan of Liquidation, the officers and
directors of CenCor are authorized to (i) dissolve CenCor,
including the execution and filing of a Certificate 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 shareholders. CenCor is
expected to be fully liquidated by October 1999.
<PAGE>
Generally accepted accounting principles require the adjustment
of assets and liabilities to estimated fair value under the
liquidation basis of accounting. Accordingly, the statement of
net assets in liquidation at March 31, 1997 and December 31, 1996
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 able to be estimated.
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 1996.
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
equivalents approximates their fair value.
Concorde Career Colleges, Inc. ("Concorde") Securities:
Other assets at December 31, 1996 include the fair value of
CenCor's investments in Concorde which is based upon the terms of
repayment as defined in the December 30, 1996 agreement (the
"Fourth Amendment") with Concorde. See Note 3.
Other Assets: The fair value of the Company's other assets,
excluding CenCor's investment in Concorde, is estimated using
discounted cash flow analysis, based on an estimated discount
rate commensurate with the associated risks.
<PAGE>
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, 1997 and
December 31, 1996). The fair value reflects a conversion of the
convertible notes in accordance with the bankruptcy plan (see
Note 4).
2. Litigation and Contingencies
Century was a defendant, along with a number of other consumer
finance companies, in two class action lawsuits in the State of
Alabama. The suits were filed by certain alleged borrowers of
the defendant creditor/lenders and assert various violations.
While Century denied the allegations, Century settled the claims
during 1996 in order to avoid the time, expense, and uncertainty
of litigation. The settlement required Century to pay the class-
action plaintiffs $295,000, which included certain administrative
costs of the settlement of the claims.
3. Other Assets
At December 31, 1996, the Company held a junior secured debenture
(the "Debenture") of Concorde Career Colleges, Inc. ("Concorde")
in the principal amount of approximately $2.4 million and 260,385
shares of Concorde's cumulative preferred stock (the "Preferred
Stock"). Further, the Company held an unsecured debt of Concorde
in the principal amount of approximately $190,000 (the "Unsecured
Debt").
<PAGE>
The Debenture, which was to have matured on July 31, 1997, called
for principal and interest payments commencing June 30, 1996
based on a 10-year amortization schedule. Interest on the
Debenture compounded and accrued quarterly at a variable rate not
to exceed 12%. The Debenture further called for an additional
contingent payment at the maturity of the Debenture in an amount
equal to 25% of the amount by which the "market capitalization"
of Concorde exceeded $3.5 million. The Preferred Stock, $.10 par
value, had a per share liquidation preference of $10.00 per
share. Cumulative quarterly dividends accrued at a rate equal to
73% of the then current interest rate on the Debenture.
Dividends were to have accrued until such time as the Debenture
was paid in full. While Concorde could redeem the Preferred
Stock in whole or in part at liquidation value plus accrued
cumulative dividends, the Preferred Stock did not provide for
mandatory redemption.
On December 30, 1996, CenCor and Concorde amended the
Restructuring, Security and Guaranty Agreement (the "Fourth
Amendment") between the parties to facilitate the early
redemption of the Preferred Stock and payment in full of all of
the obligations of Concorde to CenCor. The Fourth Amendment
provided that if CenCor received a "repayment price" of
approximately $4.8 million prior to February 28, 1997, inclusive
of any Preferred Stock redemption payments and debt service
payments on the Debenture subsequent to September 30, 1996, that
the Debenture and the Unsecured Debt would be retired and the
Preferred Stock redeemed in full.
In February 1997, CenCor retired in full all of Concorde's debt
obligations to CenCor and redeemed in full of all of the
remaining shares of Preferred Stock in accordance with the terms
of the Fourth Amendment. In exchange, CenCor agreed to release
Concorde from all liabilities and obligations, except its
continuing obligation to convey written-off receivables in
connection with discharged interest, as described below.
During 1996, CenCor received $452,498 from Concorde in redemption
of 39,615 shares of Preferred Stock and $411,890 in payments from
Concorde on the Debenture.
<PAGE>
In 1993 and 1994, Concorde agreed to assign certain charged-off
receivables to CenCor in full payment of the accrued interest due
on the Junior Secured Debenture through December 31, 1993 and
1994, respectively. The receivables, which consist of account
and 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 agreement with Concorde 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. CenCor has
engaged a collection agent to pursue recovery of such receivables
assigned to the Company. As of March 31, 1997, CenCor has
collected approximately $783,000 of the total $1,057,000
discharged interest due from the charged-off receivables.
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
($5,312,000 and $5,277,000 at March 31, 1997 and December 31,
1996, 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 Convertible
Notes
iii. 5.2817 shares of CenCor common stock, par value of $1 per
share
<PAGE>
The Non-Convertible Notes are non-interest bearing and will
mature on July 1, 1999. On August 19, 1996, CenCor offered to
retire all of its outstanding Non-Convertible Notes due July 1,
1999 at a cash price equal to 74% of their principal amount.
Prior to the offer, the principal balance of the Non-Convertible
Notes was $17,174,656. CenCor purchased and retired outstanding
Non-Convertible Notes in the principal amount of $9,965,425 as of
the November 18, 1996 offer expiration date at a cost of
$7,374,415. The fair value of the non-tendered Non-Convertible
Notes was $5,818,000 and $5,680,770 at March 31, 1997 and
December 31, 1996, respectively.
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 Common Shares of
CenCor at a ratio of one Common Share 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 Common Shares upon surrender of their Convertible Notes.
As of April 15, 1997, 543,357 Common Shares have been issued and
are outstanding as a result of the surrender of Convertible
Notes. The conversion of these notes in satisfaction of
$11,449,771 principal amount of the obligation is reflected in
the financial statements and the number of outstanding Common
Shares at March 31, 1997 and December 31, 1996.
<PAGE>
5. Income Taxes
The Company's 1990, 1991 and 1992 federal income tax returns have
been examined by the Internal Revenue Service (IRS). The IRS has
proposed adjustments to increase taxable income in 1991 which the
Company is in the process of appealing. Management believes that
the ultimate disposition of the IRS examination will not have a
material effect on the financial position of the Company.
6. 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, 1997 and December 31, 1996,
respectively.
(The remainder of this page is intentionally blank.)
19. FINANCIAL STATEMENTS -- DECEMBER 31, 1996.
The Company's audited financial statements as of December
31, 1996 and 1995 as contained in the Company Annual Report on
Form 10-K for the year ended December 31, 1996 (at pages 13
through 20 therein) are incorporated herein by reference. A copy
of the Company's Annual Report on Form 10-K has been included in
the mailing of this Offer to Purchase.
20. PRO FORMA FINANCIAL STATEMENTS.
(The remainder of this page is intentionally blank.)
<PAGE>
<TABLE>
<CAPTION>
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Net Assets in Liquidation
March 31, 1997
As Restated Pro Forma
<S> <C> <C>
Assets:
Cash and cash equivalents $ 12,273,000 $ 7,285,000
Other assets 5,638,000 5,638,000
Total assets 17,911,000 12,923,000
Liabilities:
Accounts payable and accrued
liabilities 608,000 608,000
Income taxes payable 810,000 810,000
Total liabilities 1,418,000 1,418,000
Net assets in liquidation $ 16,493,000 $ 11,505,000
Number of common shares
outstanding 1,488,411 918,411
Net assets in liquidation
per share $ 11.08 $ 12.53
NOTE: The As Restated and Pro Forma columns reflect the
restatement of the Consolidated Statement of Net Assets in
Liquidation at March 31, 1997 to give effect to significant
changes in the Company's financial position occurring after
March 31, 1997 but prior to the distribution of the Offer to
Purchase. See Section 13, "Certain Information about the
Company." The Pro Forma column also reflects the purchase
for cash of 570,000 Common Shares at $8.75 per share.
</TABLE>
<PAGE>
Exhibit (a)(1)(iii)
CENCOR, INC.
Offer to Purchase for Cash
570,000 of its Issued and Outstanding Common Shares
at
$8.75 Net Per Common Share
June 13, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by CenCor, Inc., a dissolved Delaware
corporation in the process of liquidation (the "Company") to act
as Information Agent in connection with its offer to purchase up
to 570,000 of its issued and outstanding Common Shares, $1.00 par
value (the "Common Shares"), at a purchase price of $8.75 per
Common Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase,
dated June 13, 1997 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer").
See Section 1 of the Offer to Purchase.
For your information and for forwarding to your clients for
whom you hold Common Shares registered in your name or in the
name of your nominee or who hold Common Shares registered in
their own names, we are enclosing the following documents:
1. Cover letter from the Company to its shareholders;
2. The Offer to Purchase, dated June 13, 1997;
3. The Letter of Transmittal to be used by holders of Common
Shares in accepting the Offer and for the information of
your clients;
4. Company Annual Report on Form 10-K for the year ended
December 31, 1996;
5. A form of letter which may be sent to your clients for
whose accounts you hold Common Shares in your name or in
the name of your nominee with space provided for
obtaining such clients' instructions with regard to the
Offer.
<PAGE>
6. Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number; and
7. A return envelope addressed to UMB Bank, N.A., the
Depository.
We urge you to contact your clients promptly.
Please note that the Offer will expire at 6:00 p.m., New
York City time, on Tuesday, August 12, 1997, unless extended.
The Offer is subject to certain conditions.
No fees or commissions will be payable to any broker or
dealer or other person in connection with the solicitation of
tenders of Common Shares pursuant to the Offer. However, the
Company will reimburse brokers, dealers, banks and trust
companies and other nominees for their reasonable and customary
costs incurred in forwarding the Offer to Purchase and the
related documents to the beneficial owners of Common Shares held
by them as nominees or in a fiduciary capacity.
The Company will pay any transfer taxes applicable to the
sale and transfer of Common Shares to it or upon its order,
except as otherwise provided in Instruction 6 to the Letter of
Transmittal.
Additional copies of the enclosed material may be obtained
by contacting the Information Agent at (212) 440-9800 collect and
will be furnished promptly at the Company's expense.
Very truly yours,
Georgeson & Company Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU, THE AGENT OF CENCOR, INC., THE DEPOSITORY OR THE
INFORMATION AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE
ANY STATEMENT ON THEIR BEHALF OR USE ANY DOCUMENT IN CONNECTION
WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
<PAGE>
Exhibit (a)(1)(iv)
CenCor, Inc.
Offer to Purchase for Cash 570,000 of
its Issued and Outstanding Common Shares
at
$8.75 Net Per Common Share
THE OFFER WILL EXPIRE AT 6:00 PM, NEW YORK
CITY TIME, ON TUESDAY, AUGUST 12, 1997,
UNLESS EXTENDED.
June 13, 1997
CenCor, Inc.
To Our Clients:
Enclosed for your consideration are an Offer to Purchase,
dated June 13, 1997 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer")
relating to an offer by CenCor, Inc. a dissolved Delaware
corporation in the process of liquidation (the "Company") to
purchase up to 570,000 of its shares of capital stock, $1.00 par
value (the "Common Shares"), at a purchase price of $8.75 per
Share, net to the Seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase. We are the
holder of record of Shares held by us for your account. A tender
of such Shares can be made only by us as the holder of record and
pursuant to your instructions. The Letter of Transmittal is
furnished to you for your information only and cannot be used by
you to tender Shares held by us for your account.
We request instruction as to whether you wish to have us
tender any or all Shares held by us for your account, pursuant to
the terms and subject to the conditions set forth in the Offer.
Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf prior to the
expiration of the Offer.
Your attention is invited to the following:
1. The tender price is $8.75 per Common Share, net to
the seller in cash.
2. The Offer is being made for up to 570,000 Common
Shares.
<PAGE>
3. The Offer is subject to certain conditions. See
Section 5 of the Offer to Purchase.
4. The Offer will expire at 6:00 p.m., New York City
time, on Tuesday August 12, 1997, unless extended.
5. Any stock transfer taxes applicable to a sale of
Common Shares to the Company will be paid by or on
behalf of the Company, except as otherwise provided
in Instruction 6 of the Letter of Transmittal.
6. If you wish to have us tender any or all of your
Common Shares, please so instruct us by completing,
executing and returning to us the instruction form
set forth below. An envelope to return your
instructions to us is enclosed. If you authorize
tender of your Common Shares, all such Common Shares
will be tendered unless otherwise specified below.
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
The undersigned acknowledge(s) receipt of your letter and
the enclosed Offer to Purchase, dated June 13, 1997, of CenCor,
Inc., a dissolved Delaware corporation, and the related Letter of
Transmittal (which together constitute the "Offer"), relating to
its shares of capital stock, $1.00 par value (the "Common
Shares").
This will instruct you to tender the number of Common Shares
indicated below held by you for the account of the undersigned,
upon the terms and subject to the conditions set forth in the
above-mentioned Offer to Purchase and the related Letter of
Transmittal.
Number of Common Shares to be
tendered* ____________________________________
__________ Common Shares ____________________________________
Signature(s)
Dated: _____________________________
Account Number _____________________
____________________________________
Please Print Name(s)
____________________________________
Address
____________________________________
Zip Code
__________
* Unless otherwise indicated, it will be assumed that all of your
Common Shares held by us for your account are to be tendered.
<PAGE>
Exhibit (a)(1)(v)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to
Give the Payer.--Social Security numbers have nine digits
separated by two hyphens: i.e. 000-00-0000. Employer
identification numbers have nine digits separated by one only
hyphen: i.e. 00-0000000. The table below will help determine
the number to give the payer.
<TABLE>
<CAPTION>
For this type of account Give the SOCIAL For this type of account Give the EMPLOYER
SECURITY number IDENTIFICATION
of-- number of--
<S> <C> <C> <C>
1. An individual's account The individual 9. A valid trust, estate, Legal entity (Do not
or pension trust furnish the identifying
2. Two or more individuals The actual owner number of the personal
(joint account) account or, if representative or trustee
combined funds, any unless the legal entity
one of the itself is not designated
individuals<F1> in the account title)<F2>
3. Husband and wife (joint The actual owner of 10. Corporate account The corporation
account) the account or, if
joint funds, either
person<F1>
4. Custodian account of a The minor<F3> 11. Religious, charitable, The organization
minor (Uniform Gift to or educational organi-
Minors Act) zation account
5. Adult and minor (joint The adult or, if the 12. Partnership account held The partnership
account) minor is the only in the name of the
contributor, the business
minor<F1>
6. Account in the name of The ward, minor, or 13. Association, club, or The organization
guardian or committee incompetent other tax-exempt
for a designated ward, person<F4> organization
minor, or incompetent
person
7. a. The usual revocable The grantor- 14. A broker or registered The broker or nominee
savings trust account trustee<F1> nominee
(grantor is also trustee)
b. So-called trust account The actual owner<F1>
that is not a legal or
valid trust under state
law
8. Sole proprietorship The owner 15. Account with the Depart- The public entity
account ment of Agriculture in
the name of a public
entity (such as a state
or local government,
school district, or
prison that receives
agricultural program
payments
<FN>
<F1> List first and circle the name of the person whose number you furnish.
<F2> List first and circle the name of the legal trust, estate, or pension
trust.
<F3> Circle the minor's name and furnish the minor's social security number.
<F4> Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
<F5> Show the name of the owner.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
</FN>
</TABLE>
<PAGE>
Obtaining a Number
If you don't have a taxpayer
identification number or you
don't know your number, obtain
Form SS-5, Application for a
Social Security Card, or Form
SS-4, Application for Employer
Identification Number, at the
local office of the Social
Security Administration or the
Internal Revenue Service and
apply for a number.
Payees Exempt from Backup
Withholding
Payees specifically exempted
from backup withholding on ALL
payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from
tax under section 501(a),
or an individual retirement
plan.
- The United States or any
agency or instrumentality
thereof.
- A State, the District of
Columbia, a possession of
the Untied States, or any
subdivision or
instrumentality thereof.
- A foreign government, a
political subdivision of a
foreign government, or any
agency or instrumentality
thereof.
- An international
organization or any agency,
or instrumentality thereof.
- A registered dealer in
securities or commodities
registered in the U.S. or a
possession of the U.S.
- A real estate investment
trust.
- A common trust fund
operated by a bank under
section 584(a).
- An exempt charitable
remainder trust, or a non-
exempt trust described in
section 4947(a)(1).
- An entity registered at all
times under the Investment
Company Act of 1940.
- A foreign central bank of
issue.
<PAGE>
Payments of interest not
generally subject to backup
withholding include the
following:
- Payments of interest on
obligations issued by
individuals.
Note: You may be subject
to backup withholding if
this interest is $600 or
more and is paid in the
course of the payer's trade
or business and you have
not provided you correct
taxpayer identification
number to the payer.
- Payments of tax-exempt
interest (including exempt-
interest dividends under
section 852).
- Payments described in
section 6049(b)(5) to
nonresident aliens.
- Payments on tax-free
covenant bonds under
section 1451.
- Payments made by certain
foreign organizations.
- Payments made to a nominee.
Exempt payees described above
should file Form W-9 to avoid
possible erroneous backup
withholding. FILE THIS FORM
WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION
NUMBER, WRITE "EXEMPT" ON THE
FACE OF THE FORM, AND RETURN
IT TO THE PAYER. IF THE
PAYMENTS ARE INTEREST,
DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE
THE FORM.
<PAGE>
Certain payments other than
interest, dividends, and
patronage dividends that are
not subject to information
reporting are also not subject
to backup withholding. For
details, see the regulations
under sections 6041.1A(a),
6045, and 6050A.
Privacy Act Notice. -- Section
6109 requires most recipients
of dividend, interest, or
other payments to give
taxpayer identification
numbers to payers who must
report the payments to IRS.
IRS uses the numbers for
identification purposes.
Payers must be given the
numbers whether or not
recipients are required to
file tax returns. Beginning
January 1, 1984, payers must
generally withhold 20% of
taxable interest, dividend,
and certain other payments to
a payee who does not furnish a
taxpayer identification number
to a payer. Certain penalties
may also apply.
Penalties
(1) Penalty for Failure
to Furnish Taxpayer
Identification Number. If you
fail to furnish your taxpayer
identification number to a
payer, you are subject to a
penalty of $50 for each such
failure unless your failure is
due to reasonable cause and
not to willful neglect.
<PAGE>
(2) Failure to Report
Certain Dividend and Interest
Payments. If you fail to
include any portion of an
includible payment for
interest, dividends, or
patronage dividends in gross
income, such failure will be
treated as being due to
negligence and will be subject
to a penalty of 5% on any
portion of an under-payment
attributable to that failure
unless there is clear and
convincing evidence to the
contrary.
(3) Civil Penalty for
False Information with Respect
to Withholding. If you make a
false statement with no
reasonable basis which results
in no imposition of backup
withholding, you are subject
to a penalty of $500.
(4) Criminal Penalty for
Falsifying Information.
Falsifying certifications or
affirmations may subject you
to criminal penalties
including fine and/or
imprisonment.
FOR ADDITIONAL INFORMATION
CONTACT
YOUR TAX CONSULTANT OR
THE INTERNAL REVENUE SERVICE
<PAGE>
Exhibit (a)(1)(vi)
FOR IMMEDIATE RELEASE
Contact: Jack L. Brozman
CenCor, Inc.
City Center Square
1100 Main Street, Suite 416
Kansas City, Missouri 64105
(816) 221-5833
CENCOR, INC. ANNOUNCES SELF-TENDER OFFER FOR $5 MILLION OF ITS
COMMON STOCK
KANSAS CITY, MISSOURI, JUNE 13, 1997...CenCor, Inc., announced
today that it is commencing a self tender offer for 570,000
shares of its common stock at $8.75 net per share in cash.
CenCor, Inc., which is a dissolved Delaware corporation in
the process of liquidation, states that the purpose of the offer
is to provide its shareholders, who do not wish to hold their
shares until the Company completes its liquidation, an
opportunity to sell their shares at this time and to enhance the
liquidation of value to the non-tendering shareholders. The
Company's shares are currently traded on a sporadic basis on the
OTC Bulletin Board.
If more than 570,000 shares are duly tendered prior to the
expiration of the offer, the Company will either extend the
offer, if necessary, and increase the number of shares that the
Company is offering to purchase to an amount which it believes
will be sufficient to accommodate the excess shares tendered, as
well as any shares tendered during the extension period, or
purchase 570,000 (or such larger number of shares sought) of the
shares tendered on a pro rata basis. However, if the Company
elects to purchase 570,000 (or such larger number of shares
sought) of the shares on a pro rata basis, the Company may first
accept for purchase, before prorating shares tendered by others,
the shares tendered by tendering shareholders who own,
beneficially or of record not more than 99 shares and who tender
all of their securities.
<PAGE>
The Company states that neither the Company nor its Board of
Directors makes any recommendation to any shareholder as to
whether to tender or refrain from tendering any or all of such
shareholder's shares.
The tender offer will expire at 6:00 p.m., New York City
time, on Tuesday, August 12, 1997 unless extended. Georgeson and
Company Inc. is acting as the Information Agent with respect to
the self tender offer.
The Company also announced that it has defeased its
obligations pursuant to the indenture governing its non-
convertible, non-interest bearing promissory notes due July 1,
1999, in the principal amount of approximately $7.2 million. In
this regard, the Company has delivered to the indenture trustee
U.S. Government securities in sufficient amount to pay in full
the notes at maturity.
<PAGE>
Exhibit (a)(2)
LETTER OF TRANSMITTAL
REGARDING COMMON SHARES
OF
CENCOR, INC.
Tendered pursuant to the
Offer to Purchase
Dated June 13, 1997
THE OFFER EXPIRES AT 6:00 P.M. NEW YORK CITY TIME ON
TUESDAY, AUGUST 12, 1997, UNLESS THE OFFER IS EXTENDED
To the Depository:
UMB Bank, N.A.
By Mail: By Hand Delivery or Overnight Courier:
UMB Bank, N.A. UMB Bank, N.A.
Attn: Securities Transfer Attn: Securities Transfer
P.O. Box 410064 928 Grand Avenue, 13th Floor
Kansas City, MO 64141-0064 Kansas City, MO 64106
The Information Agent is:
_______________________
GEORGESON & COMPANY INC.
(800) 233-2064
<PAGE>
IMPORTANT
DELIVERY TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE DOES NOT
CONSTITUTE VALID DELIVERY. PLEASE READ THE ACCOMPANYING INSTRUCTIONS
CAREFULLY.
<TABLE>
<CAPTION>
DESCRIPTION OF COMMON SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4)
<S> <C> <C> <C>
Name(s) and Address(es) of Registered Common Shares Tendered
Owner(s) (Please fill in exactly the (Attach additional schedule if necessary)
_______________________________________________________________________________________
Number of Number of
Certificate Common Shares Common
Number(s) Represented by Shares
Certificate(s) Tendered*
_____________ ______________ ____________
_____________ ______________ ____________
_____________ ______________ ____________
Total Common ______________ ____________
___________________________________________Shares Tendered ______________ ____________
* If you desire to tender fewer than all Common Shares held in your account or
evidenced by a certificate listed above, please indicate in this column the
number you wish to tender. Otherwise all Common Shares evidenced by such
certificate or held in your account will be deemed to have been tendered.
_________________________________________________________________________________________
</TABLE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to CenCor, Inc., a dissolved
Delaware corporation in the process of liquidation (the
"Company"), the above-described common shares, par value $1.00
per share, of the Company (the "Common Shares"), at a price (the
"Purchase Price") of $8.75 per Common Share in cash, upon the
terms and conditions set forth in the Offer to Purchase, dated
June 13, 1997, receipt of which is hereby acknowledged, and in
this Letter of Transmittal (which together constitute the
"Offer").
Subject to and effective upon acceptance for payment of the
Common Shares tendered hereby in accordance with the terms of the
Offer (including, if the Offer is extended or amended, the terms
or conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to all
Common Shares tendered hereby that are purchased pursuant to the
Offer and hereby irrevocably constitutes and appoints UMB Bank,
N.A. (the "Depository") as attorney-in-fact of the undersigned
with respect to such Common Shares, with full power of
substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver
certificates for such Common Shares or direct UMB Bank, N.A., in
its separate capacity as Transfer Agent for the Common Shares, to
transfer ownership of such Common Shares on the Company's books,
together in either such case with all accompanying evidences of
transfer and authenticity, to or upon the order of the Company,
upon receipt by the Depository, as the undersigned's agent, of
the Purchase Price with respect to such Common Shares; (b)
present certificates for such Common Shares, if any, for
cancellation and transfer on the Company's books; and (c) receive
all benefits and otherwise exercise all rights of beneficial
ownership of such Common Shares, subject to the next paragraph,
all in accordance with the terms of the offer.
<PAGE>
The undersigned hereby represents and warrants that: (a)
the undersigned "owns" the Common Shares tendered hereby within
the meaning of Rule 10b-4 promulgated under the Securities
Exchange Act of 1934, as amended, and has full power and
authority to validly tender, sell, assign and transfer the Common
Shares tendered hereby; (b) when and to the extent the Company
accepts the Common Shares for purchase, the Company will acquire
good, marketable and unencumbered title to them, free and clear
of all security interests, liens, charges, encumbrances,
conditional sales agreements or other obligations relating to
their sale or transfer, and not subject to any adverse claim; (c)
on request, the undersigned will execute and deliver any
additional documents the Depository or the Company deems
necessary or desirable to complete the assignment, transfer and
purchase of the Common Shares tendered hereby; and (d) the
undersigned has read and agrees to all of the terms of the Offer.
The names and addresses of the registered owners should be
printed, if they are not already printed above, as they appear on
the registration of the Common Shares. The certificate numbers
and the number of Common Shares that the undersigned wishes to
tender should be indicated in the appropriate boxes.
The undersigned recognizes that under certain circumstances
set forth in the Offer to Purchase, the Company may terminate or
amend the Offer or may not be required to purchase any of the
Common Shares tendered hereby. In any such event, the
undersigned understands that certificate(s) for any Common Shares
not purchased will be returned to the undersigned at the address
indicated above unless otherwise indicated under the Special
Payment Instructions or Special Delivery instructions below. The
undersigned recognizes that the Company has no obligation,
pursuant to the Special Payment Instructions, to transfer any
Common Shares from the name of the registered owner thereof if
the Company purchases none of such Common Shares.
The undersigned understands that acceptance of Common Shares
by the Company for payment will constitute a binding agreement
between the undersigned and the Company upon the terms and
subject to the conditions of the Offer.
<PAGE>
The check for the Purchase Price of the tendered Common
Shares purchased will be issued to the order of the undersigned
and mailed to the address indicated above unless otherwise
indicated under the Special Payment Instructions or the Special
Delivery Instructions below. Shareholders tendering Common
Shares shall be entitled to receive all dividends declared on or
before the Expiration Date, but not yet paid, on Common Shares
tendered pursuant to the Offer. The Company will not pay
interest on the Purchase Price under any circumstances.
All authority herein conferred or agreed to be conferred
shall survive the death or incapacity of the undersigned and all
obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of
the undersigned. Except as stated in the Offer, this tender is
irrevocable.
<TABLE>
<CAPTION>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5, 6 and 7) (See Instructions 4 and 7)
<S> <C>
To be completed ONLY if To be completed ONLY if certificates
certificates for Common Shares for Common Shares not tendered or not
not tendered or not purchased purchased and/or any checks issued in
and/or any checks are to be the name of the undersigned are to be
issued in the name of or sent sent to someone other than the under-
to someone other than the signed or to the undersigned at an
undersigned. address other than that shown above.
Issue: ___ check Mail: ___ check
___ certificates to: ___ certificates to:
Name(s) Name(s)
_______________________________ _____________________________________
(Please Print) (Please Print)
Address Address
_______________________________ ____________________________________
_______________________________ ____________________________________
(Include Zip Code) (Include Zip Code)
</TABLE>
<PAGE>
SHAREHOLDER(S) SIGN HERE
(See Instructions 1 and 5)
(Please see Substitute Form W-9 on Reverse Side)
Must be signed by registered owner(s) exactly as registered or by
person(s) authorized to become registered owner(s) by documents
transmitted with the Letter of Transmittal. If signature is by
attorney-in-fact, executor, administrator, Company, guardian,
officer of a corporation or another acting in a fiduciary or
representative capacity, please set forth the full title. See
Instruction 5.
_______________________________________________________
_______________________________________________________
(SIGNATURE(S) OF OWNER(S) EXACTLY AS REGISTERED)
Dated ____________________, 19_____
Name(s) ____________________________________________________
____________________________________________________________
(PLEASE PRINT)
Area Code and Daytime Telephone Number (_____) _____________
<PAGE>
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Authorized Signature
_______________________________________________________
Name
_______________________________________________________
(PLEASE PRINT)
Title
_______________________________________________________
Name of Eligible Guarantor Institution (as defined in SEC Rule
17-Ad-15)
_______________________________________________________
Address
_______________________________________________________
_______________________________________________________
_______________________________________________________
(INCLUDE ZIP CODE)
_______________________________________________________
Area Code and Telephone Number ___________________________
Dated ____________________, 19_____
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. If the Letter of
Transmittal is signed by the registered owner of the Common
Shares, the payment of the Purchase Price is to be sent to the
registered owner of the Common Shares and to the address shown in
the Common Share registration, unless such owner has completed
the box entitled either "Special Payment Instructions" or
"Special Delivery Instructions" above, no signature guarantee is
required. In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an eligible guarantor
acceptable to the Depository (an "Eligible Guarantor
Institution") (shareholders should contact the Depository for a
determination as to whether a particular institution is an
Eligible Guarantor Institution).
2. DELIVERY OF LETTER OF TRANSMITTAL AND
CERTIFICATES. A properly completed and duly executed Letter of
Transmittal or manually signed facsimile of it, any certificates
representing Common Shares tendered and any other documents
required by this Letter of Transmittal should be mailed or
delivered to the Depository at the appropriate address set forth
herein and must be received by the Depository on or prior to the
Expiration Date (as defined in the Offer to Purchase).
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING
CERTIFICATES FOR COMMON SHARES, IS AT THE ELECTION AND RISK OF
THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED.
The Company will not accept any alternative, conditional or
contingent tenders. All tendering shareholders, by execution of
this Letter of Transmittal (or a manually signed facsimile of
it), waive any right to receive any notice of the acceptance of
their tender.
3. INADEQUATE SPACE. If the space provided in the
box captioned "Description of Common Shares Tendered" is
inadequate, the certificate numbers, if any, and number of Common
Shares should be listed on a separate signed schedule attached
hereto.
<PAGE>
4. PARTIAL TENDERS AND UNPURCHASED SHARES. If fewer
than all of the Common Shares evidenced by any certificate
submitted are to be tendered, fill in the number of Common Shares
which are to be tendered in the column entitled "Number Of Common
Shares Tendered". In such case, if any tendered Common Shares
are purchased, a new certificate for the remainder of the Common
Shares evidenced by your old certificate(s) will be issued and
sent to the registered owner, unless otherwise specified in the
"Special Payment Instructions" or "Special Delivery Instructions"
boxes on this Letter of Transmittal, as soon as practicable after
the Expiration Date of the Offer. All Common Shares represented
by certificates listed and delivered to the Depository are deemed
to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, AUTHORIZATIONS
AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the
registered owner(s) of the Common Shares tendered hereby, the
signature(s) must correspond exactly with the name(s) in which
the Common Shares are registered.
(b) If the Common Shares are held of record by two
or more joint owners, each such owner must sign this Letter of
Transmittal.
(c) If any tendered Common Shares are registered in
different names, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal (or manually
signed facsimiles of it) as there are different registrations
of Common Shares.
(d) When this Letter of Transmittal is signed by
the registered owner(s) of the Common Shares listed and
transmitted hereby, no endorsements of any certificate(s)
representing such Common Shares or separate authorizations are
required. If, however, payment is to be made to a person
other than the registered owner(s) or any certificates for
unpurchased Common Shares are to be issued to a person other
than the registered owner(s), then the Letter of Transmittal
and, if applicable, the certificate(s) transmitted hereby,
must be endorsed or accompanied by appropriate authorizations,
in either case signed exactly as such name(s) appear on the
registration of the Common Shares and on the face of the
certificate(s) and such endorsements or authorizations must be
guaranteed by an Eligible Guarantor Institution. See
Instruction 1.
(e) If this Letter of Transmittal or any
certificates or authorizations are signed by Companies,
executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when
signing and must submit proper evidence satisfactory to the
Company and the Depository of their authority so to act.
<PAGE>
6. TRANSFER TAXES. The Company will pay all share
transfer taxes, if any, payable on the transfer to it of Common
Shares purchased pursuant to the Offer. If, however, (a) payment
of the Purchase Price is to be made to any person other than the
registered owner(s), (b) (in the circumstances permitted by the
Offer) unpurchased Common Shares are to be registered in the
name(s) of any person other than the registered owner(s) or (c)
tendered certificates are registered in the name(s) of any person
other than the person(s) signing this Letter of Transmittal, the
amount of any transfer taxes (whether imposed on the registered
owner(s) or such other persons) payable on account of the
transfer to such person(s) will be deducted from the Purchase
Price by the Depository unless satisfactory evidence of the
payment of such taxes, or exemption therefrom, is submitted.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If
certificates for unpurchased Common Shares and/or checks are to
be issued in the name of a person other than the signer of this
Letter of Transmittal or if such certificates and/or checks are
to be sent to someone other than the signer of this Letter of
Transmittal or to the signer at a different address, the
captioned boxes "Special Payment Instructions" and/or "Special
Delivery Instructions" on this Letter of Transmittal should be
completed. In the event that the Certificate and/or the check is
(are) to be mailed to a person other than the registered owner of
the Common Shares, a signature guarantee shall be required in
accordance with Instructions 4 and 5(d) hereof.
8. IRREGULARITIES. All questions as to the
validity, form, eligibility (including time of receipt) and
acceptance of any tender of Common Shares will be determined by
the Company in its sole discretion, whose determination shall be
final and binding on all parties. The Company reserves the
absolute right to reject any or all tenders determined by it not
to be in appropriate form or the acceptance of or payment for any
Common Shares which may, in the opinion of the Company's counsel
be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer or any defect or
irregularity in tender of any particular Common Shares or any
particular shareholder, and the Company's interpretations of the
terms and conditions of the offer (including these instructions)
will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders must be
cured within such time as the Company shall determine. Tendered
Common Shares will not be accepted for payment unless all defects
and irregularities have either been cured within such time or
waived by the Company. None of the Company, the Depository, or
any other person shall be obligated to give notice of defects or
irregularities in tenders, nor shall any of them incur any
liability for failure to give any such notice.
<PAGE>
9. QUESTIONS AND REQUESTS FOR ASSISTANCE AND
ADDITIONAL COPIES. Questions and requests for assistance as well
as requests for additional copies of the Offer to Purchase and
the Transmittal Letter may be directed to Georgeson & Company
Inc., the Information Agent, by calling toll free (1-800-223-
2064) or collect (212) 440-9800).
10. SUBSTITUTE FORM W-9. Each tendering shareholder
who has not already submitted a completed and signed Substitute
Form W-9 to the Company is required to provide the Depository
with a correct taxpayer identification number ("TIN") on
Substitute Form W-9 which is provided under "Important Tax
Information" below, and to indicate that the shareholder is not
subject to backup withholding by checking the box in Part 2 of
the form. Failure to provide the information on the form or to
check the box in Part 2 of the form may subject the tendering
shareholder to 31% federal income tax withholding on the payments
made to the shareholder or other payee with respect to Common
Shares purchased pursuant to the Offer. The box in Part 3 of the
Form may be checked if the tendering shareholder has not been
issued a TIN and has applied for a TIN or intends to apply for a
TIN in the near future. If the box in Part 3 is checked and the
Depository is not provided with a TIN within sixty (60) days, the
Depository will withhold 31% on all such payments thereafter
until a TIN is provided to the Depository.
11. WITHHOLDING ON FOREIGN SHAREHOLDERS. The
Depository will withhold federal income taxes equal to 30% of the
gross payments payable to a foreign shareholder unless the
Depository determines that a reduced rate of withholding or an
exemption from withholding is applicable. For this purpose, a
foreign shareholder is any shareholder that is not (i) a citizen
or resident of the United States, (ii) a corporation, partnership
or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or (iii) any
estate or Company the income of which is subject to United States
federal income taxation regardless of the source of such income.
The Depository will determine a shareholder's status as a foreign
shareholder and eligibility for a reduced rate of, or an
exemption from, withholding by reference to the shareholder's
address and to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from,
withholding unless facts and circumstances indicate that reliance
is not warranted. A foreign shareholder who has not previously
submitted the appropriate certificates or statements with respect
to a reduced rate of, or an exemption from, withholding for which
such shareholder may be eligible should consider doing so in
order to avoid overwithholding.
<PAGE>
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED
FACSIMILE OF IT (TOGETHER WITH ANY CERTIFICATES FOR COMMON SHARES
AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE
DEPOSITORY ON OR BEFORE THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered
Common Shares are accepted for payment is required by law to
provide the Depository with such shareholder's correct TIN on
Substitute Form W-9 below. If the Depository is not provided
with a certified TIN, the Internal Revenue Service may subject
the shareholder or other payee to a $50 penalty. In addition,
payments that are made to such shareholder or other payee with
respect to Common Shares purchased pursuant to the offer may be
subject to backup withholding.
Certain shareholders (including, among others, all
corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. In order
for a foreign individual to qualify as an exempt recipient, the
shareholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-
8 can be obtained from the Depository. See the enclosed
"Guidelines for Certificate of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.
<PAGE>
If backup withholding applies, the Depository is required to
withhold 31% of any such payments made to the shareholder or
other payee. Backup withholding is not an additional tax.
Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be
obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made to a
shareholder or other payee with respect to Common Shares
purchased pursuant to the Offer, the shareholder who has not
already submitted a completed and signed Substitute Form W-9 to
the Company is required to notify the Depository of the
shareholder's correct TIN by completing the form below,
certifying that the TIN provided on Substitute Form W-9 is
correct (or that such shareholder is awaiting a TIN) and that:
(a) the shareholder has not been notified by the Internal
Revenue Service that the shareholder is subject to backup
withholding as a result of failure to report all interest or
dividends; or
(b) the Internal Revenue Service has notified the
shareholder that the shareholder is no longer subject to
backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITORY
The shareholder is required to give the Depository the TIN
(e.g., social security number or employer identification number)
of the record owner of the Common Shares. If the Common Shares
are in more than one name or are not in the name of the actual
owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
<PAGE>
<TABLE>
<CAPTION>
_____________________________________________________________________________________
PAYER'S NAME:
UMB BANK, N.A.
<S> <C> <C>
______________________________________________________________________________________
Part 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING _________________________
SUBSTITUTE BELOW. Social Security Number or
FORM W-9 Employer Identification
Number
______________________________________________________________________________________
Part 2--Check the box if you are NOT subject to
backup withholding under the provisions of
Section 3406(a)(1)(C) of the Internal Revenue
Department of the Code because (1) you have not been notified
Treasury that you are subject to backup withholding as a
Internal Revenue result of failure to report all interest or
Service dividends or (2) the Internal Revenue Service
has notified you that you are no longer subject
to backup withholding. _____
______________________________________________________________________________________
PAYER'S REQUEST Part 3--CERTIFICATION--UNDER PENALTIES OF
FOR TAXPAYER PERJURY, I CERTIFY THAT THE INFORMATION
IDENTIFICATION PROVIDED ON THIS FORM IS TRUE, CORRECT, AND
NUMBER ("TIN") COMPLETE.
SIGNATURE __________________ DATE ________ Awaiting TIN ____
______________________________________________________________________________________
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM
MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY
PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF
YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE
FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer
Identification Number has not been issued to me, and either (a) I
have mailed or delivered an application to receive a Taxpayer
Identification Number to the appropriate Internal Revenue Service
Center or Social Security Administration Office, or (b) I intend
to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification
Number within sixty (60) days, 31% of all reportable payments
made to me thereafter will be withheld until I provide a number.
_____________________________________________ ______________
SIGNATURE DATE
