SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 25, 1997
CENCOR, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-3417 43-5914033
(Commission File Number) (I.R.S. Employer Identification No.)
1100 Main Street, City Center Square, Suite 416A
P.O. Box 26098, Kansas City, Missouri 64196-6098
(Address of Principal Executive Offices) (Zip Code)
(816) 221-5833
(Registrant's Telephone Number, Including Area Code)
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Item 2 Acquisition or Disposition of Assets
On February 25, 1997, CenCor, Inc. (the "Company") received approximately
$4,400,000 from Concorde Career Colleges, Inc. ("Concorde") as payment in
full of all of Concorde's debt obligations owed to the Company and as
redemption in full of the Concorde Class A Preferred Stock held by the
Company. In exchange, the Company agreed to release Concorde from all
liabilities and obligations under its agreements with Concorde. The
release, however, did not relieve Concorde from providing substitute
student receivables received in exchange of accrued interest of which
approximately $320,000 is currently outstanding.
The obligations of Concorde to the Company consisted of a junior secured
debenture in the principal amount of $2.4 million, due July 31, 1997, and
an unsecured obligation in the amount of approximately $190,000. The
Preferred Stock consisted of 233,817 shares of Concorde Class A Preferred
Stock, $.10 par value, with a per share liquidation preference of $10.00.
The debenture also would have entitled the Company to receive a payment
from Concorde equal to 25% of the amount of Concorde's market
capitalization in excess of $3.5 million on August 31, 1997. The Preferred
Stock had no mandatory redemption date but was redeemable by Concorde, in
whole or in part, at any time at the Preferred Stock's liquidation value,
plus accrued cumulative dividends.
The payments were received pursuant to a recently amended Restructuring,
Security and Guaranty Agreement with Concorde which was negotiated by the
Company's Special Committee, consisting of its outside directors.
<PAGE>
Item 7 Financial Statements and Exhibits.
(c) The following exhibit is filed as part of this current report on
Form 8-K.
Exhibit Number Description
99 Press Release dated February 25,
1997 announcing disposition of assets.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report as amended to be signed on its behalf
by the undersigned hereunto duly authorized.
CenCor, Inc.
(Registrant)
Date March 11, 1997 By /s/ Jack L. Brozman
(Signature)
Jack L. Brozman, President
FOR IMMEDIATE RELEASE
Contact: Jack L. Brozman
CenCor, Inc.
City Center Square
1100 Main Street, Suite 416
Kansas City, Missouri 64105
(816) 221-5833
Kansas City, Missouri, February 25, 1997. . . CenCor, Inc. (the "Company")
announced it received approximately $4,400,000 from Concorde Career
Colleges, Inc. ("Concorde") as payment in full of all of Concorde's debt
obligations owed to the Company and as redemption in full of the Concorde
Class A Preferred Stock held by the Company. In exchange, the Company
agreed to release Concorde from all liabilities and obligations under its
agreements with Concorde. The release, however, did not relieve Concorde
from providing substitute student receivables received in exchange of
accured interest of which approximately $320,000 is currently outstanding.
The obligations of Concorde to the Company consisted of a junior secured
debenture in the principal amount of $2.4 million, due July 31, 1997, and
an unsecured obligation in the amount of approximately $190,000. The
Preferred Stock consisted of 233,817 shares of Concorde Class A Preferred
Stock, $.10 par value, with a per share liquidation preference of $10.00.
The debenture also would have entitled the Company to receive a payment
from Concorde equal to 25% of the amount of Concorde's market capitali-
zation in excess of $3.5 million on August 31, 1997. The Preferred Stock
had no mandatory redemption date but was redeemable by Concorde, in whole
or in part, at any time at the Preferred Stock's liquidation value, plus
accrued cumulative dividends.
<PAGE>
The payments were received pursuant to a recently amended Restructuring,
Security and Guaranty Agreement with Concorde which was negotiated by the
Company's Special Committee, consisting of its outside directors.
