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)
NOVEMBER 24, 1999
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.)
5800 Foxridge Drive
Mission, Kansas 66202
(Address of Principal Executive Offices) (Zip Code)
(913) 831-6334
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 5 Other Events
On November 24, 1999, CenCor, Inc. (the "Company") issued a press
release, filed as an exhibit herewith (and incorporated by reference),
announcing its final liquidating distribution of $3.312 per share of
Company common stock. The record date for the cash distribution is
December 6, 1999 and the payment date for the distribution is December 17,
1999. The distribution will have an ex-dividend date of December 20, 1999.
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 November 24,1999
<PAGE>
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 December 8, 1999 By /s/ Jack L. Brozman
(Signature)
Jack L. Brozman, President
<PAGE>
Exhibit 99
FOR IMMEDIATE RELEASE
Contact: Jack L. Brozman
CenCor, Inc.
5800 Foxridge Drive, Suite 500
Mission, Kansas 66202
(913) 831-6334
CENCOR ANNOUNCES FINAL LIQUIDATING DISTRIBUTION
Mission, Kansas, August 24, 1999. . .CENCOR, Inc. (the "Company")
announced a final liquidating distribution of $3.312 per share to its
common stockholders. The record date for the cash distribution is
December 6, 1999 and the payment date for the distribtion is
December 17, 1999. The distribution will have an ex-dividend date of
December 20, 1999. The timing of the ex-dividend date is determined
in accordance with the NASD rule applicable to such a dividend because
it exceeds 25% of the Company's share value. Between the record date
and the ex-dividend date, the stock trades with due bills reflecting
the seller's obligation to transfer the dividend of the buyer.
The Company is a dissolved Delaware corporation in the process of
liquidation. The Company previously released a first partial liquidating
distribution in the amount of $5.35 per share on March 9, 1998 and a
second partial liquidating distribution of $4.25 per share which was
paid on June 7, 1999. The Company's existence currently expires on
December 23, 1999 and the Company does not currently anticipate seeking
an extension of such date. Attempts to transfer shares of the Company's
stock after that date will not be processed. The Company plans to seek
relief from its obligations to file reports with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 subsequent
to the current report on Form 8-K that it will file reporting its final
liquidating distribution.
The Company expects to seek approval from the Delaware Chancery Court to
establish a liquidating trust which would receive and reversion to the
Company in July 1, 2001 from funds currently held by and indenture trustee
for distribution to certain noteholders and also certain reserves for
winddown expenses. The funds currently held for distribution to such
noteholders do not exceed $700,000 and may be substantially less by July
1, 2001. The anticipated beneficiaries of the liquidating trust will be
common stockholders of the Company as of December 23, 1999. Other than
transfers by operation of law (such as transfers to heirs or devisees),
neither the liquidating trustee or any other party will process attempted
transfers of interests in the liquidating trust.
Statements contained in this release that are not based on historical
facts are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Important factors,
beyond the Company's control, that could cause actual results to
differ materially from those in the forward-looking statement include,
but are not limited to, (I) that is is possible, althought unlikely, that
the Delaware Chancery Court will not approve the liquidating trust and
(II) it is unclear how much, in any, of the amounts currently held for
noteholders or which is being reserved for the remaining winddown expenses
will remain available for distribution from the liquidating trust on or
about July 1, 2001.
<PAGE>
Undue reliance should not be placed on these forward-looking statements,
which speak only as of the date hereof. The Company undertakes no
obligations to publicly release revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to reflect
the occurence of unanticipated events.
<PAGE>
