SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
(FINAL AMENDMENT) TO
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)
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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.
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X 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: $975
Form or Registration No.: Schedule 13E-4
Filing Party: CenCor, Inc.
Date Filed: June 13, 1997
<PAGE>
This Amendment No. 1 amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4")
dated June 13, 1997 of CenCor, Inc. (the "Company") relating to
its offer to purchase up to 570,000 shares of its common stock,
$1.00 par value (the "Common Shares"), at $8.75 per Common Share,
upon the terms and subject to the conditions set forth in the
Company's Offer to Purchase dated June 13, 1997 and in the
related Letter of Transmittal (which together constitute the
"Offer "). Terms not defined herein have the meanings set forth
in the Schedule 13E-4.
This Amendment No. 1 is filed to fulfill the requirements of
Rule 13e-4(c)(3) that are applicable to the Schedule 13E-4.
Item 1. SECURITY AND ISSUER.
Item 1(b) is hereby amended and supplemented by the
following:
As described in Item 8(e) of this Amendment No. 1, the
Company's Offer terminated on August 12, 1997 by its own terms on
the Initial Expiration Date. The Company subsequently accepted
for purchase the Common Shares tendered through that date.
Item 8. ADDITIONAL INFORMATION.
Item 8(e) is amended and supplemented by the following:
The Company's Offer expired on August 12, 1997 when the
Company elected not to extend the Offer beyond the August 12,
1997 Initial Expiration Date. Subsequently, the Company accepted
for purchase 126,418 Common Shares that had been duly tendered in
response to the Company's Offer. As of the date of this
Amendment No. 1, the Company has 1,338,812 Common Shares issued
and outstanding.
A copy of the Company's press release relating to the
results of its Offer is filed as Exhibit (a)(1)(vii) hereto and
is incorporated herein by reference.
<PAGE>
Item 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented to add the
following exhibit:
Exhibit (a)(1)(vii) Press Release dated August 15, 1997.
<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
August 19, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
(a)(1)(vii) Press Release dated August 15, 1997
<PAGE>
FOR IMMEDIATE RELEASE
Contact: Jack L. Brozman
CenCor, Inc.
City Center Square
1100 Main Street, Suite 416-A
Kansas City, Missouri 64105
(816) 221-5833
Kansas City, Missouri, August 15, 1997...CenCor, Inc. (the "Company")
announced it received 126,418 shares of its Common Stock in response to
the Company's self-tender offer to purchase up to 570,000 shares of its
Common Stock at a per share price of $8.75 that expired on August 12,
1997. The Company has elected not to extend the offer beyond August 12,
1997 and has accepted for purchase 126,418 shares tendered to the
Company pursuant to its self tender offer. After the purchase by the
Company of the shares tendered pursuant to its offer, the Company has
1,338,812 shares of Common Stock issued and outstanding.
The Common Shares are quoted on the OTC Bulletin Board under the symbol
CNCR. On August 13, 1997, the quoted bid price of the Common Shares on
the OTC Bulletin Board was $9.06.
As previously announced, on May 30, 1997 the Company also defeased its
outstanding long-term debt 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. The defeasance of the long-term
debt will allow for payment in full of the notes at the July 1, 1999
maturity date.
In addition, the Company released the value of its net assets in
liquidation as of June 30, 1997. As previously announced, the Company is
in the process of liquidation and is expected to be fully liquidated by
October 1999.
The Company's net assets in liquidation decreased $697,000 for the six
months ended June 30, 1997 from $17,394,000 at December 31, 1996 to
$16,707,000 at June 30, 1997. The decrease is attributable to expenses
from liquidating activities exceeding income ftom liquidation activities
for the period.
The Company recognized $626,000 in income from liquidating activities
during the six months ended June 30, 1997. The Company's sources of
income consisted primarily of investment income from the Company's
short-term govermnent and government agency investments.
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The Company incurred $1,313,000 in expenses from liquidating activities
during the six months ended June 30, 1997. The Company's expenses
consisted mainly of salaries, accretion of interest on the Company's
then outstanding long-term debt, and other liquidating expenses. For
the three months ended June 30, 1997 the Company also incurred
additional salary expense for accrued additional payments due its
officers and directors upon liquidation. In addition, interest expense
for the three months ended June 30, 1977 includes the difference between
the recorded fair value of the long-term debt on May 30, 1997 and the
amount of the Company's cash delivered to the indenture trustee to
defease the Company's long term debt on May 30, 1997.
The Company is expected to be fully liquidated by October 1999. In the
event that the Company had fully liquidated and distributed its assets
by June 30, 1997, and assuming that the Company's actual realized value
of its assets and liabilities is identical to the Company's estimated
realized value of these items, the Company's shareholders would have
received $16,707,000 in distributions or approximately $11.22 per share,
less costs to liquidate, as compared to $17,394,000 of $11.69 per share
at December 31, 1996.
The actual amount to be received upon complete liquidation may be
adversely affected by claims arising from the indemnification
obligations resulting from the sale of the assets of its former
subsidiary, Century Acceptance Corporation ("Century"), unanticipated
income tax liabilities, or other unforeseen factors including legal
matters.
<TABLE>
Net Assets in Liquidation:
June 30, December 31,
1997 1996
<S> <C> <C>
Cash and cash equivalents $12,223,000 $14,513,000
Other assets 5,627,000 10,320,000
Total assets 17,850,000 24,833,000
Accounts payable and accrued
liabilities 529,000 648,000
Income taxes payable 614,000 1,110,000
Long-term debt -- 5,681,000
Total liabilities 1,143,000 7,439,000
Net assets in liquidation 16,707,000 17,394,000
Number of common shares outstanding 1,488,411 1,488,411
Net assets in liquidation per share $ 11.22 $ 11.69
Operating Results for:
Six months ended Six months ended
June 30, 1997 June 30, 1996
Income from liquidating activities $ 626,000 $ 1,229,000
Expenses from liquidating
activities 1,313,000 1,357,000
Decrease in net assets in
liquidation (687,000) (128,000)
Three months ended Three months ended
June 30, 1997 June 30, 1996
Income from liquidating activities $ 315,000 $ 602,000
Expenses from liquidating activities 1,065,000 619,000
Decrease in net assets in
liquidation (750,000) (17,000)
</TABLE>
