CORE INC
10-Q/A, 1997-09-09
INSURANCE AGENTS, BROKERS & SERVICE
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<PAGE>
 
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 10-Q/A

                      AMENDMENT TO APPLICATION OR REPORT

                   FILED PURSUANT TO SECTION 13 OR 15(d) OF

                      THE SECURITIES EXCHANGE ACT OF 1934

                                        

                 For the quarterly period ended June 30, 1997

                       COMMISSION FILE NUMBER    0-19600

                                        

                                  CORE, INC.
            (Exact name of registrant as specified in its charter)


        MASSACHUSETTS                                    04-2828817
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                                        
         18881 VON KARMAN AVENUE, SUITE 1750, IRVINE, CALIFORNIA 92612
              (Address of principal executive offices) (zip code)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (714) 442-2100

  Pursuant to Rule 12b-15, the undersigned registrant hereby amends the
following items, financial statements, exhibits or other portions of its
Quarterly Report on Form 10-Q for the period ended June 30, 1997, as set forth
in the pages attached hereto:

   Item 1. Financial Statements. Note 3 to the Consolidated Condensed Financial
   Statements (unaudited) as previously filed on Form 10-Q has been deleted in
   its entirety and is replaced by the Note 3 attached.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    CORE, INC.

                                  By /s/ William E. Nixon
                                  -----------------------------------
                                  William E. Nixon
                                  Chief Financial Officer, Treasurer
                                  and Executive Vice President (Duly
                                  authorized officer)
<PAGE>
 
ITEM 1.
Part 1. Financial Statements


                                  CORE, INC.
             Notes to Consolidated Condensed Financial Statements
                                  (Unaudited)
                                 June 30, 1997
                                        

Note 3 - Purchase of SSDC

On June 25, 1997,  a  wholly-owned subsidiary of the Company purchased certain
assets and liabilities of Social Security Disability Consultants  and Disability
Services, Inc. (collectively, "SSDC") for an initial purchase price of
$6,500,000, additional performance related cash payments and stock options.   An
initial cash payment of $5,000,000 was paid at close.  Additional payments of
$1,500,000 and performance based payments of up to $920,000 are payable through
June 1999.  SSDC provides disability management services with two key areas of
business: social security disability benefits advocacy and Medicare coordination
of benefits.  The acquisition has been accounted for as a purchase.

The pro forma unaudited results of operations for the six months ended June 30,
1996 and June 30, 1997, assuming consummation of the purchase as of January 1,
1996, are as follows:

<TABLE>
<CAPTION>
                                       -----------------------------------------------------
                                                        Six months ended June 30,
                                       -----------------------------------------------------
                                                       1996                       1997
                                       -----------------------------------------------------
 
<S>                                           <C>                           <C>
Revenues                                             $17,884,492                 $20,491,560
Income before extraordinary item                     $ 3,089,197                 $ 2,314,210
Net income                                           $ 3,089,197                 $ 3,018,361
Earnings per common share
   Income before extraordinary item                  $      0.51                 $      0.22
   Net income                                        $      0.51                 $      0.37
</TABLE>



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