EX-2
PLAN OF DISSOLUTION AND LIQUIDATION OF CENCOR, INC.
This PLAN OF DISSOLUTION AND LIQUIDATION (the "Plan") is for
the purpose of effecting (i) the complete voluntary dissolution of
CenCor, Inc., a Delaware corporation (the "Corporation"), in
accordance with the applicable provisions of the Delaware General
Corporation Law, as amended (the "DGCL") and (ii) the liquidation
of the Corporation's assets pursuant to Section 331 of the Internal
Revenue Code of 1986, as amended (the "Code"), in substantially the
following manner:
1. Authorization and Approval of the Plan. This Plan shall
be submitted to the stockholders (the "Stockholders") of the
Corporation, in accordance with the requirements of Section 275 of
the DGCL, for authorization and approval at an annual meeting (the
"Annual Meeting") of the Stockholders. This Plan shall be
considered authorized and approved by the Corporation and shall
become effective when the holders of a majority of the outstanding
shares of common stock, par value $1.00 per share (the "Common
Stock"), of the Corporation authorize and approve the dissolution
and liquidation of the Corporation in accordance with the Plan and
the requirements of Section 275(b) of the DGCL.
2. Filings. After the Stockholders have authorized and
approved this Plan, the officers and directors of the Corporation
are authorized to take all steps necessary or appropriate to (i)
dissolve the Corporation in accordance with the applicable
provisions of the DGCL, including, but not limited to, the prompt
execution and filing of a Certificate of Dissolution with the
Secretary of State of the state of Delaware, (ii) wind up the
Corporation's affairs and (iii) liquidate the Corporation's assets
in accordance with the applicable provisions of the Code, includ-
ing, but not limited to, the execution and filing of any tax
returns, certificates, documents and information returns required
to be filed with the Internal Revenue Service, and any other
appropriate authority due to the dissolution of the Corporation and
the liquidation of its assets.
3. Effective Date. The Effective Date of the Plan shall be
October 1, 1996.
4. Payment and Distribution to Claimants. Commencing on the
Effective Date the officers and directors of the Corporation, in
the discretion of the board of directors of the Corporation then in
office (the "Board"), shall (i) pay, as they become due, or make
reasonable provision to pay all claims and obligations of the
Corporation, including the Corporation's notes due July 1, 1999 and
all contingent, conditional, or unmatured contractual claims known
to the Corporation, and (ii) make such provision as will be
reasonably likely to be sufficient to provide compensation for
claims that have not been made known to the Corporation, are likely
to arise or to become known to the Corporation prior to the
expiration of the applicable statutes of limitation. All claims of
the Corporation shall be paid in full and any such provision for
payment made shall be made in full if there are sufficient funds
pursuant to the requirements of Section 4(i) and (ii) of this Plan.
If there are insufficient funds, such claims and obligations of the
Corporation shall be paid or provided for according to their
priority and, among claims of equal priority, ratably to the extent
of funds legally available therefor.
5. Distribution to Stockholders. Upon the satisfactory
completion of the requirements of Sections 4(i) and (ii) of this
Plan, the officers and directors of the Corporation shall distrib-
ute in one or a series of distributions, at any time or from time
to time, and in any manner that the Board, in its discretion, may
determine, all funds resulting from the Corporation's liquidation
of its assets on a pro rata basis in accordance with the respective
interests of the Stockholders in the Corporation. The respective
interests of the Stockholders shall be fixed on the basis of the
ownership of their outstanding shares of Common Stock of the
Corporation on a record date to be determined by the Board.
6. Cessation of Business. Promptly after the Effective
Date, the Corporation shall withdraw from all jurisdictions in
which the Corporation is qualified to do business and shall not
engage in any business activities, other than to wind up the
Corporation's business and affairs under the applicable provisions
of the DGCL and in accordance with this Plan. The Board and, at
the pleasure of the Board, the officers, shall continue in office
for that purpose and shall receive such compensation for their
services as the Board shall determine.
7. Authority of Officers and Directors. The officers and
directors of the Corporation shall have the authority to carry out
and implement the provisions of this Plan, including, but not
limited to, the authority to:
(i) sell, exchange, lease or otherwise dispose of any assets,
other than cash, of the Corporation to any person or persons to the
extent such transaction can be accomplished for consideration and
upon terms and conditions deemed by the Board to be in the best
interests of the Corporation and the Stockholders;
(ii) do, on behalf of the Corporation, all acts required to be
done by the Corporation under this Plan or the applicable provi-
sions of the DGCL and the Code;
(iii) provide for one or more liquidating trustees or
receivers for the benefit of the Corporation's creditors and
stockholders, including but not limited to trustees under a
liquidating trust agreement and transferring to them (A) any assets
the retention of which may be advisable to meet claims or expenses,
and (B) any assets held on behalf of Stockholders who cannot be
located; and
(iv) adopt all resolutions, execute all documents, file all
papers and take all other actions deemed necessary or appropriate
to effect the dissolution of the Corporation and the complete
liquidation of its business, assets and affairs; it being under-
stood that nothing contained in this Section 7 shall be construed
to permit the officers or directors of the Corporation to take any
action which is inconsistent with the requirements of the DGCL or
with Sections 332 or 337 of the Code.
8. Authority of the Board. Pursuant to the authority
granted to the Board by Section 275(e) of the DGCL, notwithstanding
the authorization or consent of the Stockholders to the Plan (or
the authorization and approval of the Plan by Stockholders), the
Board may abandon this Plan and the proposed dissolution of the
Corporation at any time without further action by the Stockholders.
9. Completion of Dissolution and Liquidation. It is
intended that the implementation of this Plan be completed within
three (3) years of the Effective Date.
CENCOR, INC.
ANNUAL MEETING OF STOCKHOLDERS
JULY 11, 1996
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 July
11, 1996 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 nominees
contrary below) listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME.)
JACK L. BROZMAN EDWARD C. BAUER, JR.
GEORGE J. BERNSTEIN MARVIN S. RIESENBACH
2. Ratification and approval of the appointment of Ernst & Young as
the independent auditors of 1996.
[ ] For [ ] Against [ ] Abstain
3. Authorize and approve the Plan of Dissolution and Liquidation.
[ ] For [ ] Against [ ] Abstain
4. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
(Please see reverse side)
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, 2 AND 3.
Please date, sign and return this Proxy card by mail, postage
prepaid.
Dated: ___________________, 1996
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, administrator, 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
person.)