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)
May 18, 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 May 18, 1999, CenCor, Inc. ("the Company") announced
a second partial liquidating distribution of $4.25 per share
to its common stockholders. The distribution will be paid on
June 7, 1999, to common stockholders of record as of May 31,
1999.
The Company is a dissolved Delaware corporation in the
process of liquidation. The Company previously released a
partial liquidating distribution in the amount of $5.35 per
share on March 9, 1998. The Company expects to make a
further distribution on or about October 1, 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 May 18,
1999 announcing partial
liquidating distribution.
<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 May 19, 1999 By /s/ Jack L. Brozman
(Signature)
Jack L. Brozman, President
Exhibit 99
FOR IMMEDIATE RELEASE
Contact: Jack L. Brozman
CenCor, Inc.
5800 Foxridge Drive, Suite 500
Mission, Kansas 66202
(913) 831-6334
CENCOR ANNOUNCES PARTIAL LIQUIDATING DISTRIBUTION
Mission, Kansas, May 18, 1999. . . CenCor, Inc. ("the
Company") announced a second partial liquidating
distribution of $4.25 per share to its common stockholders.
The distribution will be paid on June 7, 1999 to common
stockholders of record as of May 21, 1999.
The Company is a dissolved Delaware corporation in the
process of liquidation. The Company previously released a
partial liquidating distribution in the amount of $5.35 per
share on March 9, 1998. The Company expects to make a
further distribution on or about October 1, 1999.
In accordance with Section 280 of Delaware General
Corporation Law ("DGCL"), on February 26, 1999 CenCor mailed
a 60-day bar date notice to all known or possible creditors
of the Company. The Company was required to respond to or
reject any filed claims by May 4, 1999. The Company did not
receive or accept any claims that materially effected its
stated liquidation value. If the Company determines that it
is necessary to establish a reserve for potential claimants
who were exempt from the necessity to file a claim under
Section 280 of DGCL, the Company would then make (subject to
cost and expense considerations) a final distribution if the
potential claims are ultimately settled for less than the
amount of the reserve. Due to the current uncertainty of
this issue, the Company is not able to estimate a reserve
amount, if any.
After the $4.25 per share common stock partial liquidating
distribution and based upon the March 31, 1999 per share
estimated liquidation value, each outstanding share of common
stock of the Company will have a remaining projected
liquidation value of $3.30 per share. The Company will be
required to pay or provide for all timely asserted
liabilities and any post-liquidation costs prior to any final
distribution on its outstanding common stock. The Company
believes that it has adequate reserves for all of its
material known contingent liabilities.
The Company also released the value of its net assets in
liquidation as of March 31, 1999. The Company's net assets
in liquidation increased $2,000 for the three months ending
March 31, 1999 from $10,191,000 at December 31, 1998 to
$10,193,000 at March 31, 1999.
The Company's income from liquidating activities for the three
months ended March 31, 1999 was $115,000 in interest income from
its investments in short-term government and government-agency
investments and a $35,000 income tax benefit from a federal
income tax refund. The Company's expenses from liquidating
activities for the three months ended March 31, 1999 of $149,000
consisted primarily of salaries, professional fees, and other
liquidating costs.
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<TABLE>
<CAPTION>
Net Assets in Liquidation:
March 31, 1999 December 31, 1998
<C> <C>
Cash and cash equivalents $10,626,000 $ 9,833,000
Other assets 71,000 86,000
Total assets 10,697,000 10,693,000
Accounts payable and accrued
liabilities 452,000 445,000
Partial liquidating
distribution payable 52,000 57,000
Total liabilities 504,000 502,000
Net assets in liquidation 10,193,000 10,191,000
Number of common shares
outstanding 1,350,384 1,350,384
Net assets in liquidation
per share $7.55 $7.55
</TABLE>
<TABLE>
<CAPTION>
Change in Net Assets in Liquidation:
3 months ended 3 months ended
March 31, 1999 March 31, 1998
<C> <C>
Income from liquidating
activities:
Investment income $115,000 $202,000
Other income 35,000 -0-
151,000 202,000
Expenses from liquidating
activities:
Salaries and related
benefits 51,000 51,000
Professional fees 37,000 30,000
Other expenses 61,000 48,000
149,000 129,000
Increase in net assets in
liquidation $2,000 $73,000
</TABLE>
