CHANCELLOR CORP
8-K, 1996-05-17
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>
 
                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                 CURRENT REPORT

                    Pursuant to Section 13 or 15 (d) of the
                        Securities Exchange Act of 1934


Date of Report                 May 16, 1996
              ------------------------------------------------------------------



                            CHANCELLOR CORPORATION
- --------------------------------------------------------------------------------
       (Exact Name of Registrant as specified in its charter)


    Massachusetts                    2-85329            04-2626079
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission        (IRS Employer Iden-
 of incorporation)                 File Number)       tification No.)


745 Atlantic Avenue, Boston, Massachusetts             02111
- -------------------------------------------------------------------------------
(Address of principal executive offices)              (Zip code)


Registrant's telephone number, including area code (617) 728-8500
                                                   -----------------------------



                                      N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>
 
Item 5.    Other Events.
- -------    -------------

          On May 16, 1996, the Registrant issued a press release announcing its
financial results for the three months ended March 31, 1996.

          Reference is made to the press release, a copy of which is attached 
as an exhibit to this Form 8-K.


Item 7.    Financial Statements, Pro Forma Financial
- -------    -----------------------------------------
           Information and Exhibits.
           -------------------------

       (c) Exhibits

           1.  Press release dated May 16, 1996
<PAGE>
 
                              SIGNATURE


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                 CHANCELLOR CORPORATION



                                 By: /s/ Stephen G. Morison
                                    ------------------------------
                                     Stephen G. Morison
                                     President and Chief Executive
                                     Officer

<PAGE>
 
                                                                       EXHIBIT 1
                                                                       ---------

CHANCELLOR                                      745 ATLANTIC AVENUE, BOSTON, MA
NEW RELEASE                                                               02111
                                                                 (617) 728-8500

CONTACT:              FOR IMMEDIATE RELEASE


      Stephen G. Morison            William J. Guthlein
      President and Chief           Vice President, Treasurer
      Executive Officer             and Chief Financial Officer
      (617) 728-8500                (617) 728-8500


          BOSTON-BASED LEASING COMPANY ANNOUNCES FIRST QUARTER RESULTS
          ------------------------------------------------------------
                                        
      BOSTON, Massachusetts, May 16, 1996, Chancellor Corporation reported a net
loss of $403,000 ($.08 per share) for the three months ended March 31, 1996.
This compares with a net loss of $709,000 ($.11 per share) for the same period
last year. The Company's revenues were $1.3 million for the three months ended
March 31, 1996 as compared to $2.3 million for the corresponding period in 1995.

      Founded in 1977, Chancellor Corporation has, in recent years, concentrated
on the leasing of transportation equipment. It is also involved in the leasing
of aircraft, communications, materials handling and other equipment.  Chancellor
Corporation's common stock is listed on the OTC Electronic Bulletin Board
(symbol "CHCR").

                       CONSOLIDATED SUMMARY OF OPERATIONS
                    (In thousands except per share amounts)
                    ---------------------------------------
<TABLE>
<CAPTION>
 
                   Three Months Ended March 31,
                       1996            1995

<S>                    <C>             <C>
Revenues                $ 1,340         $ 2,334
 
Net Loss               ($   403)       ($   709)
 
Average shares
outstanding               5,136           6,382
 
Net loss
per share              ($   .08)       ($   .11)
 
</TABLE>



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