SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant X
Filed by a party other than the registrant
Check the appropriate box:
Preliminary proxy statement
X Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
CenCor, Inc.
(Name of Registrant as Specified in Its Charter)
Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2).
$500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
CENCOR, INC.
City Center Square
1100 Main Street, Suite 2350
Post Office Box 26098
Kansas City, Missouri 64196
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 29, 1995
TO ALL STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of the
Stockholders of CenCor, Inc. ("CenCor"), a Delaware
corporation, will be held on the 29th day of June, 1995, at
2:00 p.m., Central Standard Time, at City Center Square, 2nd
Floor Conference Room, 1100 Main Street, Kansas City,
Missouri, for the following purposes:
(1) To elect four members of the Board of Directors for
the ensuing year or until their successors are duly
elected and qualified;
(2) To ratify and approve the appointment of the
auditors for CenCor for 1995; and
(3) To transact such other business as may properly
come before the meeting or any adjournment or
postponement thereof.
The Board of Directors has fixed the close of business
on May 22, 1995, as the record date for the determination of
the stockholders entitled to notice of and to vote at the
Annual Meeting or any adjournment or postponement thereof.
BY ORDER OF THE BOARD OF
DIRECTORS
Lisa Henak
Secretary
Dated: May 26, 1995.
IMPORTANT--YOUR PROXY IS ENCLOSED
You are urged to sign, date and mail your proxy even
though you may plan to attend the meeting. No postage is
required if mailed in the United States. If you attend the
meeting, you may vote by proxy or you may withdraw your proxy
and vote in person. By returning your proxy promptly, a
quorum will be assured at the meeting, which will prevent
costly follow-up and delays.
CENCOR, INC.
City Center Square
1100 Main Street, Suite 2350
Post Office Box 26098
Kansas City, Missouri 64196
____________________________
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 29, 1995
____________________________
PROXY STATEMENT
The accompanying proxy is solicited by the Board of
Directors of CenCor, Inc. ("CenCor") for use at its Annual
Meeting of Stockholders to be held on Thursday, June 29,
1995, at 2:00 p.m., Central Standard Time, at City Center
Square, 2nd Floor Conference Room, 1100 Main Street, Kansas
City, Missouri, and any adjournment or postponement thereof.
As used herein, and unless the context indicates otherwise,
the term "Company" refers to CenCor collectively with its
present sole operating subsidiary, Century Acceptance
Corporation ("Century") and, as indicated by the content, its
prior subsidiaries. Shares represented by duly executed
proxies received prior to the meeting will be voted at the
meeting. If a stockholder specifies a choice on the form of
proxy with respect to any matter to be acted upon, the shares
will be voted in accordance with the recommendations made
therein with respect to the proposals described in this Proxy
Statement. Any person giving a proxy has the power to revoke
it at any time before it is exercised by giving written
notice to the Secretary of the Company at any time prior to
its use.
The Company will bear all the costs of solicitation of
proxies. In addition to the use of the mail, proxies may be
solicited by personal contact or telephone by the persons
named in the accompanying form of proxy, and the Company may
reimburse brokers or other persons holding stock in their
names or in the names of nominees for their expenses in
sending proxy soliciting material to beneficial owners. This
Proxy Statement and the accompanying form of proxy are being
mailed or given to stockholders on or about May 26, 1995.
Only stockholders of record at the close of business on
May 22, 1995 will be entitled to notice of, and to vote at,
the meeting. On the record date, the Company had 1,240,498
shares of common stock issued and outstanding and entitled to
vote at the meeting. Each outstanding share of common stock
is entitled to one vote on each matter brought to a vote.
Provided a quorum is present, the affirmative vote of a
plurality of the shares of common stock voting is required
for the election of each nominee. The affirmative vote of a
majority of the issued and outstanding shares of common stock
is required for ratification and approval of the independent
public accountants for 1995.
Management does not know of any matter, other than those
referred to in the accompanying Notice of Annual Meeting,
which is to come before the meeting. If any other matters
are properly presented to the meeting for action, it is
intended that the persons named in the accompanying form of
proxy, or their substitutes, will vote in accordance with
their judgment of the best interests of the Company on such
matters.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, with respect to the
Company's common stock (the only class of voting securities),
the only person known to be a beneficial owner of more than
five percent (5%) of any class of the Company's voting
securities as of May 1, 1995.
Number of Shares and
Name and Address Nature of Beneficial
of Beneficial Owner Ownership<F1> Percent of Class
Jack L. Brozman, Trustee 597,064<F2> 48%
Robert F. Brozman Trust
1100 Main St.
Kansas City, Missouri
64105
<FN>
<F1> Nature of ownership of securities is direct.
Beneficial ownership as shown in the table arises
from sole voting power and sole investment power.
<F2> Does not include 34,344 shares held by Jack L.
Brozman or 20,025 shares held by or for the benefit
of Robert F. Brozman's other children, in which the
Trust disclaims any beneficial interest.
</FN>
The following table sets forth, with respect to the
Company's common stock (the only class of voting securities),
(i) shares beneficially owned by all directors of the Company
and nominees for director, and (ii) total shares beneficially
owned by directors and officers as a group, as of May 1,
1995.
Number of Shares and
Name and Address Nature of Beneficial
of Beneficial Owner Ownership<F1> Percent of Class
Jack L. Brozman 631,408<F2> 51%
Edward G. Bauer, Jr. --- ---
George L. Bernstein --- ---
Marvin S. Riesenbach --- ---
Directors and
Officers as a Group 631,408<F2> 51%
<FN>
<F1> Nature of ownership of securities is indirect.
Beneficial ownership as shown in the table arises
from sole voting power and sole investment power.
<F2> Includes 34,344 shares held by Jack L. Brozman and
597,064 shares held by the Robert F. Brozman Trust.
Does not include 20,025 shares held by or for the
benefit of Robert F. Brozman's other children, in
which the Trust disclaims any beneficial interest.
Jack L. Brozman is the sole trustee and is also one
of the beneficiaries of the Robert F. Brozman Trust.
</FN>
DIRECTORS
The shares represented by the enclosed proxy will be
voted, unless otherwise indicated, for the election of the
four nominees for director named below. The directors to be
elected at the Annual Meeting will serve for one year or
until their successors are duly elected and qualified. In
the unanticipated event that any nominee for director should
become unavailable, the Board of Directors, at its
discretion, may designate a substitute nominee, in which
event such shares will be voted for such substitute nominee.
Management recommends a vote for the election of the four
nominees for director named below.
Name of Nominee Served Principal Occupation for
for Director Since Age Last Five Years and Directorships<F1>
Jack L.Brozman<F1> 1979 45 Chairman of the Board,
President and Chief Executive
Officer of CenCor and
ConCorde Career Colleges,
Inc. ("ConCorde") since June
1991. Chief Executive Offi-
cer of Century from July 1991
to August 1992. Chairman of
the Board and Treasurer, from
June 1991 until July 23,
1993, and President and
Director, for more than five
years prior to July 23, 1993,
of La Petite Academy, Inc.
("LaPetite"). Director of
Century and ConCorde.
Edward G. Bauer,
Jr.<F2><F3> 1991 66 Vice President and General
Counsel of Philadelphia
Electric Company for more
than the five-year period
prior to August 1988. Re-
tired from this position at
the end of August 1988.
Director of Continental Bank,
Philadelphia, Pennsylvania
for the five-year period
prior to September 1992.
George L.
Bernstein<F2><F3> 1991 63 Chief Financial and
Administrative Officer of
Howard Fischer Associates,
Inc. (executive search firm)
since October 1994. Chief
Operating Officer of
Dilworth, Paxson, Kalish &
Kauffman, Philadelphia, Pen-
nsylvania (law firm) from
November 1991 to September
1994. Executive
Partner/Chief Executive
Officer of Laventhol &
Horwath (national public ac-
counting firm which filed for
protection under the
bankruptcy laws in November
1990) for more than five
years prior to May 1990.
Director of R & B, Inc.
(distributor of automotive
parts). Director of Century
effective April 8, 1993.
Director of O'Brien
Environmental Energy, Inc.
effective March, 1994.
Marvin S.
Riesenbach<F2><F3> 1991 65 Executive Vice President and
Chief Financial Officer of
Subaru of America, Inc. for
more than the five years
prior to October 1990.
Retired from this position at
the end of October 1990.
<FN>
<F1> Jack L. Brozman is the son of the late Robert F. Brozman
and the sole executor of the Brozman Trust.
<F2> Director effective July 1, 1991.
<F3> Member of Special and Audit Committees beginning July 1,
1991. Elected to Executive Compensation Committee on
August 21, 1991.
</FN>
The Board of Directors of the Company held five meetings
and acted by unanimous written consent on one occasion during
the last fiscal year. Standing committees, consisting of the
Executive Compensation Committee, the Audit Committee and the
Special Committee, held five meetings during the last fiscal
year. The Executive Compensation Committee makes salary and
bonus recommendations for certain executive officers. The
Audit Committee oversees the work of CenCor's independent
auditors. The Special Committee has the final authority to
thoroughly investigate and report to the Board of Directors
on certain matters concerning the misappropriation of
CenCor's assets by CenCor's previous chairman of the board,
Robert F. Brozman, or certain of his affiliated privately
held companies. The Special Committee also has the power and
authority to consider the adequacy of CenCor's internal
controls and procedures and to investigate and report upon
such other matters as the Special Committee considers
appropriate. The Special Committee, the Executive
Compensation Committee, and the Audit Committee are composed
of Messrs. Bauer, Bernstein and Riesenbach. The Company's
Board of Directors does not have a nominating committee.
Except as described below, the Company believes, based
on information filed with the Company, that all reports
required to be filed for the past two years with the
Securities and Exchange Commission under Section 16 by the
Company's executive officers, directors, and ten percent
stockholders have been filed in compliance with applicable
rules:
Dennis C. Berglund failed to file an initial report on
Form 3 with respect to his appointment as an executive
officer of the Company in June 1993. A report on Form 5
disclosing the information required by Form 3 (and reporting
no common stock ownership or transactions) was subsequently
filed, on an untimely basis, with the Securities and Exchange
Commission.
EXECUTIVE OFFICERS AND KEY EMPLOYEES
OF THE COMPANY
For information concerning the persons, in addition to
Jack L. Brozman, who serve as executive officers of CenCor or
Century, see Item 10 "Directors and Executive Officers of the
Registrant" in the accompanying Annual Report on Form 10-K
for the year ended December 31, 1994 (the "10-K Report").
EXECUTIVE COMPENSATION AND CERTAIN
TRANSACTIONS
Summary Compensation Table
For information concerning the Company's executive and
director compensation, see Item 11 "Executive Compensation"
in the 10-K Report.
Executive Compensation Committee Report
The Executive Compensation Committee (the "Committee")
which consists of three non-employee directors of the
Company, has prepared this report for inclusion in the Proxy
Statement. The Committee, which has actively functioned
since early 1993, makes salary and bonus recommendations for
certain of the Company's executive officers. The Committee
attempts to set executive officers' compensation at levels
which are fair and reasonable to the shareholders of the
Company and which will attract, motivate, retain and
appropriately reward experienced executive officers who
contribute to the success of the Company.
Due in part to the limited number of executive officers
of the Company, the Committee's compensation policies are
subjective and informal. Executive officers' compensation is
recommended by the Committee after a subjective review which
utilizes the business experience and knowledge of the
Committee members. Its decisions are not based upon any
specific criteria or financial performance measure. In
determining compensation, the Committee considers a number of
factors, including the financial condition of the Company,
the Company's recent financial performance, the past
performance of the executive officer, and the Company's
operating plans for the current year. Given the Company's
turbulent financial conditions since the summer of 1991, the
Committee has given particular significance to the ability of
the executive officer to reestablish credibility with the
Company's creditor.
The Company only reviewed and recommended the
compensation of two executive officers during 1994; Mr.
Brozman, the Company's Chief Executive Officer, and Mr.
Healy, the Company's Chief Financial Officer. The criteria
and basis used to establish the compensation, including stock
appreciation rights, of these two executives and the stock
appreciation rights granted to Mr. Berglund, Century's Chief
Executive Officer, are discussed in the Executive
Compensation Committee Report contained in the Company's
Proxy Statement for its 1994 Annual Meeting.
In early 1995, the Committee met to consider the
compensation arrangement for Mr. Brozman for 1995. The
Committee also reviewed the outstanding stock appreciation
agreements with Messrs. Brozman, Berglund and Healy.
With respect to Mr. Brozman, the Committee determined
that it would be beneficial to the Company if the Company had
an employment agreement with Mr. Brozman, which is not now
the case. Accordingly, the Committee is currently
negotiating the terms of a three-year employment contract
with Mr. Brozman. The annual salary provided for under the
proposed employment contract is $150,000 per year. In
arriving at this amount, the Committee considered Mr.
Brozman's cash compensation (salary plus bonuses), for the
past two years which was $160,000 and $150,000 for 1994 and
1993 respectively; Mr. Brozman's estimate that he devotes
approximately 40% of his time to the affairs of the Company;
and the degree of responsibility that he assumed during the
extremely turbulent past three years.
With respect to the stock appreciation rights, in 1994
the Committee approved the execution by the Company of Stock
Appreciation Agreements with Messrs. Brozman, Healy, and
Berglund. Mr. Berglund, Mr. Brozman and Mr. Healy were
granted 30,000, 15,000, and 10,000 stock appreciation units,
respectively, effective June 28, 1994. At the time of the
initial approval, the Committee also directed that each
executive would further be entitled to a like number of stock
appreciation units effective June 28, 1995, provided the
Executive was still employed by CenCor or Century at that
time. Pursuant to these stock appreciation rights, the
Executive would receive compensation for his units at the
earlier of his death, permanent disability, involuntary
termination of employment without cause, or December 31,
1998, equal to that amount by which the per share value of
Century at such time (as determined by a formula in the
Agreement) exceeds $13.72. If substantially all of the
assets or stock of Century are sold prior to December 31,
1998, the amount to be paid to the Executive would be equal
to the amount by which the net liquidation recovery per share
of Century stock exceeds $13.72. The Committee assumed, for
purposes of the Stock Appreciation Agreements, that the net
liquidation recovery per share of Century stock was $13.72 as
of December 31, 1993. In early 1995, the Committee reviewed
these outstanding stock appreciation rights and recommended
that the grant date for the 1995 stock appreciation rights
should be changed to March 1, 1995 instead of June 28, 1995.
The Committee also took up Mr. Healy's stock
appreciation rights in light of his resignation from the
full-time employment with CenCor in January 1995. At the
time he resigned, Mr. Healy agreed to part-time employment
with CenCor and to act as CenCor's representative on the
Board of Directors of Century. In recognition of Mr. Healy's
continuing part-time services and his designation as CenCor's
representative on the Century Board of Directors, the
Committee recommended that his benefits under stock
appreciation rights should continue only with respect to a
sale of Century at any time on or before December 31, 1995.
The terms of Mr. Berglund's three-year employment agree-
ment (which commenced June 28, 1993) were negotiated
primarily by Mr. Brozman. The CenCor Board of Directors as a
whole generally concurred in the compensation, bonus,
incentive, fringe benefit and other arrangements made with
Mr. Berglund, although his employment agreement was formally
approved by the Century Board of Directors. The Committee
did, however, negotiate and approve the grant of stock
appreciation units to Mr. Berglund.
The employment terms for the other key executives of
Century were negotiated by Century's President. The CenCor
Board of Directors received general informational reports
about any changes in compensation arrangements for continuing
executives of Century and arrangements with newly hired
Century executives. These matters were considered by the
CenCor Board primarily in the context of an overall budget.
The CenCor Board of Directors did not give in depth consider-
ation to compensation arrangements of the individual Century
executives, other than Mr. Berglund.
Executive Compensation Committee: Marvin S. Riesenbach,
Chairman; Edward G. Bauer, Jr. and George L. Bernstein.
Common Stock Performance
The following graph shows a comparison of cumulative
total returns for the Company, a broad market NASDAQ Index,
and an industry index for the five-year period ended December
31, 1994.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
(Omitted graph depicts the following data:)
NASDAQ
Measured Period Composite Peer
(Fiscal Year Covered) CenCor, Inc. (US) Group
Measurement Pt. 12/31/89 $100 $100 $ 100
FYE 12/31/90 $ 75 $ 85 $ 102
FYE 12/31/91 $ 61 $136 $ 351
FYE 12/31/92 $ 5 $159 $ 740
FYE 12/31/93 $ 5 $182 $1038
FYE 12/31/94 $ 6 $177 $ 744
The above graph compares the performance of the
Company's common stock with that of a broad market index for
NASDAQ Stock Market (U.S. Companies) and an Industry Index.
The Industry Index is made up of companies quoted on NASDAQ
that have the following Standard Industrial Classification
Codes: 6140 through 6149. The Company's common stock was
delisted from the NASDAQ National Market System on December
7, 1992 because of the Company's failure to meet the NASDAQ
capital and surplus requirements. Since that time, the
Company's common stock has been quoted on an inter-dealer
basis in the over-the-counter market on the so-called OTC
Bulletin Board.
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
For information concerning certain relationships and
related transactions, see Item 13 "Certain Relationships and
Related Transactions" in the 10-K Report.
APPROVAL OF AUDITORS FOR THE COMPANY
The Board of Directors has selected and appointed Ernst
& Young as the auditors for the Company for the year 1995.
The following resolution will be offered at the Annual
Meeting:
"RESOLVED, the action of the Board of Directors in
appointing Ernst & Young as the auditors of the Company
for 1995 is hereby ratified and approved."
It is anticipated that representatives of Ernst & Young
will attend the Annual Meeting. The representatives of Ernst
& Young will be given the opportunity to make a statement if
they so desire and will be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS
In the event any stockholder intends to present a
proposal at the Annual Meeting of Stockholders to be held in
1996, such proposal must be received by the Company, in
writing, on or before January 6, 1996, to be considered for
inclusion in the Company's next Proxy Statement.
VOTING PROXIES AND OTHER MATTERS
Proxies will be voted in accordance with the choices
specified on the form of proxy. If no choice is specified,
shares will be voted: (i) "FOR" the nominees listed on the
proxy and in this Proxy Statement; and (ii) "FOR"
ratification and approval of the appointment of Ernst & Young
as the independent public accountants for the Company for
1995.
Management of the Company does not intend to present any
business to the Annual Meeting except as indicated herein and
presently knows of no other business to be presented at the
Annual Meeting. Should any other business come before the
Annual Meeting, the persons named in the accompanying form of
proxy will vote the proxy in accordance with their judgment
of the best interests of the Company on such matters.
ANNUAL REPORT
The Company's 1994 Annual Report, which includes audited
financial statements, has been mailed to shareholders of the
Company with these proxy materials. The Annual Report does
not form any part of the material for the solicitation of
proxies.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING,
PLEASE COMPLETE, SIGN, DATE AND RETURN TO THE COMPANY THE
ACCOMPANYING PROXY. IF YOU ARE PRESENT AT THE MEETING, YOU
MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
BY THE BOARD OF DIRECTORS
Lisa Henak
May 26, 1995 Secretary
CENCOR, INC. PROXY
ANNUAL MEETING OF STOCKHOLDERS
JUNE 29, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jack L. Brozman and Lisa
Henak, jointly and individually, as Proxies, with full power
of substitution and hereby authorizes them to represent and
to vote, as designated below, all the shares of common stock
of CenCor, Inc., which the undersigned would be entitled to
vote if personally present at the Annual Meeting of
Stockholders to be held on June 29, 1995 or any adjournment
or postponement thereof.
1. Election of Directors
__ For all Nominees Listed Below __ Withhold Authority
(except as marked to the to vote for all
contrary below nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME.)
2. Ratification and approval of the appointment of Ernst &
Young as the independent public accountants for 1995.
__ For __ Against __ Abstain
3. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the
meeting.
(Please see reverse side)
FRONT
This Proxy When Properly Executed Will be Voted in the Manner
Directed Herein by the Undersigned Stockholders. If NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1
AND 2.
Please date, sign and return this Proxy card by mail, postage
prepaid.
Dated:
Signature:
Signature if held jointly _________
(Please sign exactly as names appear
to the left. When stock is registered
jointly, all owners must sign. When
signing as attorney, executor, admin-
istrator, trustee or guardian, please
give full title as such. If a
corporation, please sign in full
corporate name by the President or
other authorized officer. If a
partnership, please sign in
partnership name by an authorized per-
son.)
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