SCHEDULE A
(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 Confidential,
for Use of the
Commission
Only (as per-
mitted by Rule
14a-6(e)(2))
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)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), of
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
X Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
Common Stock
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
$18,110,000 (Aggregate of cash and property to be distributed to
security holders.
(5) Total fee paid:
$3,620.00
X Fee paid previously with preliminary materials.
CENCOR, INC.
City Center Square
1100 Main Street, Suite 416A
Post Office Box 26098
Kansas City, Missouri 64196
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 12, 1996
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 12th day of September, 1996, at 2:00 p.m.,
Kansas City Time, at City Center Square, 2nd Floor Conference Room,
Suite 202, 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 independent
auditors for CenCor for 1996;
(3) To authorize and approve the plan of dissolution and
liquidation (the "Plan of Liquidation") recommended by
the Board of Directors; and
(4) 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
August 8, 1996, 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: August 15, 1996.
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 416A
Post Office Box 26098
Kansas City, Missouri 64196
________________________________________
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 12, 1996
________________________________________
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, September 12, 1996, at 2:00
p.m., Kansas City Time, at City Center Square, 2nd Floor Conference
Room, Suite 202, 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 subsidiaries, including Century
Acceptance Corporation ("Century"). 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 certain directors,
officers and employees of the Company, without payment of addition-
al compensation for doing so. 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
August 15, 1996.
Only stockholders of record at the close of business on August
8, 1996, will be entitled to notice of, and to vote at, the
meeting. On the record date, the Company had 1,395,405 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 that are present in person or represented by proxy at
the meeting is required for the election of each nominee. The
affirmative vote of a majority of the issued and outstanding shares
of common stock that are present in person or represented by proxy
at the meeting is required for ratification and approval of the
appointment of the independent auditors for 1996. The affirmative
vote of a majority of the issued and outstanding shares of common
stock is required for authorization and approval of the Plan of
Liquidation.
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 substi-
tutes, will vote in accordance with their judgment of the best
interests of the Company on such matters.
CERTAIN INFORMATION RELATING TO THE COMPANY
For information concerning the Company's business, properties,
and legal proceedings incidental to the Company's business, see
Item 1 "Business", Item 2 "Properties" and Item 3 "Legal Proceed-
ings" respectively, in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995 (the "10-K Report"), which
constitutes part of the accompanying Annual Report to Stockholders
for the year ended December 31, 1995 (the "Annual Report to
Stockholders"). Items 1, 2 and 3 of the 10-K Report are incorpo-
rated herein and made a part of this Proxy Statement. For
information concerning the market price of the Company's common
stock and certain selected financial data concerning the Company,
see Item 5 "Market for Registrant's Common Stock and Related
Stockholder Matters" and Item 6 "Selected Financial Data" in the
10-K Report, which Items are incorporated herein and made a part of
this Proxy Statement.
For a discussion of the Company's financial condition, changes
in financial condition and results of operations, see Item 7
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the 10-K Report, which Item is incorpo-
rated herein by reference and made a part of this Proxy Statement.
For a discussion of any changes in or disagreements with the
accountants on accounting and financial disclosure, see Item 9
"Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure" in the 10-K Report, which Item is incorporat-
ed by reference and made a part of this Proxy Statement.
The consolidated financial statements of the Company as of
December 31, 1995 and for the year then ended can be found in Item
8 "Financial Statements and Supplemental Data" to the 10-K Report,
which Item is incorporated by reference and made a part of this
Proxy Statement. The Company's consolidated financial statements
as of June 30, 1996 and the six months then ended are set forth
herein, beginning on the following page.
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Net Assets in Liquidation
June 30, December 31,
1996 1995
Assets: (Unaudited)
Cash and cash equivalents. . . . . . . . . . $ 22,305,000 $ 22,439,000
Property and equipment, net of
accumulated depreciation. . . . . . . . . 20,000 30,000
Other assets . . . . . . . . . . . . . . . . 10,591,000 11,903,000
Total assets. . . . . . . . . . . . . . . 32,916,000 34,372,000
Liabilities:
Accounts payable and accrued liabilities 1,993,000 3,200,000
Income taxes payable . . . . . . . . . . . . 37,000 759,000
Long-term debt . . . . . . . . . . . . . . . 12,904,000 12,303,000
Total liabilities . . . . . . . . . . . . 14,934,000 16,262,000
Net assets in liquidation. . . . . . . . . . $17,982,000 $ 18,110,000
Number of common shares outstanding 1,488,411 1,488,411
Net assets in liquidation per share $ 12.08 $ 12.17
See accompanying notes.
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Changes in Net Assets in Liquidation
For the Six Months Ended June 30, 1996
(Unaudited)
Net assets in liquidation, December 31, 1995 $ 18,110,000
Income from liquidating activities
Investment income . . . . . . . . . . . . . . . . 683,000
Other . . . . . . . . . . . . . . . . . . . . . . 426,000
1,109,000
Expenses from liquidating activities
Salaries and related benefits . . . . . . . . . . 273,000
Interest expense. . . . . . . . . . . . . . . . . 600,000
Professional fees . . . . . . . . . . . . . . . . 181,000
Other expenses. . . . . . . . . . . . . . . . . . 303,000
1,357,000
Expenses in excess of income from liquidating activities <248,000>
Adjustment of net assets in liquidation to liquidation value 120,000
Decrease in net assets in liquidation. . . . . . . . . <128,000>
Net assets in liquidation, June 30, 1996 . . . . . . . $17,982,000
See accompanying notes.
Cencor, Inc.
(In Process of Liquidation)
Consolidated Statement of Changes in Net Assets in Liquidation
For the Three Months Ended June 30, 1996
(Unaudited)
Net assets in liquidation, March 31,1996 . . . . . . . . $ 17,879,000
Income from liquidating activities
Investment income . . . . . . . . . . . . . . . . . 321,000
Other . . . . . . . . . . . . . . . . . . . . . . . 281,000
602,000
Expenses from liquidating activities
Salaries and related benefits . . . . . . . . . . . 149,000
Interest expense. . . . . . . . . . . . . . . . . . 303,000
Professional fees . . . . . . . . . . . . . . . . . 36,000
Other expenses. . . . . . . . . . . . . . . . . . . 131,000
619,000
Expenses in excess of income from liquidating activities <17,000>
Adjustment of net assets in liquidation to liquidation value 120,000
Increase in net assets in liquidation. . . . . . . . . . 103,000
Net assets in liquidation, June 30, 1996 . . . . . . . . $17,982,000
See accompanying notes.
CenCor, Inc.
(In Process of Liquidation)
Notes to Consolidated Financial Statements
June 30, 1996
1 Summary of Significant Accounting Policies
Basis of Presentation
The unaudited interim condensed financial statements included
herein have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted account-
ing principles ("GAAP") have been condensed or omitted, although
the Company believes that the disclosures are adequate to make the
information presented not misleading.
Effective June 30, 1995, the Company sold substantially all of the
assets of Century Acceptance Corporation ("Century"), its only
operating subsidiary. Since the date of the sale of Century, the
Company has had no ongoing operations. As a result, the Company
has changed its basis of accounting from going concern basis to
liquidation basis.
As a result of Board of Directors' intent, as of December 31, 1995,
the Company adopted a Plan of Dissolution and Liquidation (the
"Plan of Liquidation"). In connection with the Plan of Liquida-
tion, the officers and directors of CenCor are authorized to (I)
dissolve CenCor, including the execution and filing of a Certifi-
cate of Dissolution with the Secretary of State of the State of
Delaware, (ii) wind up CenCor's affairs, including satisfaction of
all liabilities and long-term debt of CenCor and (iii) liquidate
CenCor's assets on a pro rata basis in accordance with the
respective interests of its common stockholders. CenCor is
expected to be dissolved in October 1999. The Plan of Liquidation
will be submitted to the stockholders for approval at the next
stockholder meeting. If the stockholders do not approve the Plan
of Liquidation, management will seek liquidation of CenCor under
the supervision of the U.S. Bankruptcy Court.
Generally accepted accounting principles require the adjustment of
assets and liabilities to estimated fair value under the liquida-
tion basis of accounting. Accordingly, the statement of net assets
in liquidation at June 30, 1996 and December 31, 1995 reflects
assets and liabilities on this basis. Adjustments for changes in
estimated liquidation value are recognized currently. Estimated
costs of liquidation have not been provided since such costs are
not reasonably estimatable.
The preparation of financial statements in conformity with
generally accepted accounting principles under the liquidation
basis of accounting requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ
significantly from those estimates.
These condensed financial statements should be read in conjunction
with the financial statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the year 1995.
Cash and Cash Equivalents
Cash and cash equivalents include cash, money market accounts, and
short-term government or government agency instruments.
Fair Values of Assets and Liabilities
The following methods and assumptions were used by the Company in
estimating the liquidation value of its assets and liabilities:
Cash and Cash Equivalents: The carrying amount reported in
the statement of net assets in liquidation for cash and cash
equivalents approximates their fair value.
Other Assets: The fair value of the Company's other assets
(see Note 3) is estimated using discounted cash flow analysis,
based on an estimated discount rate commensurate with the associat-
ed risks.
Accounts Payable and Accrued Liabilities: The carrying amount
reported in the statement of net assets in liquidation for accounts
payable and accrued liabilities approximates their fair value.
Income Tax Payable: The carrying amount reported in the
statement of net assets in liquidation approximates the fair value
of taxes currently payable.
Long-Term Debt: The fair value of the Company's long-term
debt is estimated using discounted cash flow analyses, based on the
Company's current incremental borrowing rates for similar types of
borrowing arrangements (10% at June 30, 1996 and December 31,
1995). The fair value reflects a conversion of the convertible
notes in accordance with the bankruptcy plan (see Note 4).
2 Litigation and Contingencies
Century is a defendant, along with a number of other consumer
finance companies, in two class action lawsuits currently pending
in the State of Alabama. The suits were filed by certain alleged
borrowers of the defendant creditor/lenders and assert various
violations. Century has denied the allegations presented in the
suit and is actively defending the charges. Management believes
that any potential liability pertaining to these lawsuits would be
immaterial to the accompanying financial statements.
3 Other Assets
Concorde Career Colleges, Inc. ("Concorde"), a former subsidiary of
CenCor that was spun off in 1988, agreed as part of the spin-off
arrangement to assume certain obligations of CenCor relating to
CenCor's then outstanding Series H 10% notes. As a result of
Concorde's subsequent inability to make payments on the assumed
debt, CenCor terminated Concorde's obligation regarding these notes
in consideration of Concorde issuing to CenCor a junior secured
debenture (the "Debenture") in the amount of $5,422,000. The
Debenture, which matures July 31, 1997, is secured by a lien on
substantially all of Concorde's assets. The Debenture provides for
principal and interest payments commencing June 30, 1996. A
balloon payment for the remaining balance is called for on July 31,
1997. On June 30, 1996 CenCor received $142,238 from Concorde in
payment of the first installment of the Debenture. Interest on the
Debenture compounds and accrues quarterly at a variable rate not to
exceed 12 percent. The interest rate (10.75 percent at June 30,
1996 and 11.0 percent at December 31, 1995) is variable based upon
both Concorde's cost of funds and the amount of debt outstanding
under the agreement. The Debenture also entitles CenCor to an
amount equal to 25% of the amount by which the "market capitaliza-
tion" of Concorde exceeds $3,500,000. Market capitalization is the
total common shares of Concorde multiplied by the highest average
share price (high-bid) for any 30 consecutive trading days between
January 1, 1997 and June 30, 1997.
In 1993, Concorde and CenCor amended their Agreement to provide
that CenCor would receive Concorde's previously charged-off
receivables in full payment of the accrued interest on the Junior
Secured Debenture through December 31, 1993. The receivables,
which consist of account and notes receivable from students who
attended schools operated by Concorde or its subsidiaries, were
assigned to CenCor without recourse with CenCor assuming all risk
of non-payment of the receivables. The amendment grants CenCor
limited rights of substitution until such time as it collects full
payment of the accrued interest, exclusive of out-of-pocket
collection fees and expenses paid to third parties.
In 1994, Concorde and CenCor further amended their Agreement to
provide that CenCor would receive an additional $15,000,000 of
Concorde's previously charged-off receivables in full payment of
the accrued interest on the Debenture through December 31, 1994 in
the amount of $500,231. The amendment grants CenCor the same
rights of assignment and substitution for these receivables as
provided for in the first amendment. CenCor has engaged a
collection agent to pursue recovery of such receivables assigned to
the Company as a result of the 1993 and 1994 amendments. As of
June 30, 1996 the Company has collected approximately $514,000 of
the $1,060,000 accrued interest due from the Concorde charged-off
receivables.
As part of the 1994 amendment, CenCor also agreed to accept 300,000
shares of Concorde's cumulative preferred stock (the "Preferred
Stock") in exchange for the cancellation of $3,000,000 of the total
$5,422,000 of original principal amount of the Debenture. The
Preferred Stock, $.10 par value, has a per share liquidation
preference of $10.00. Cumulative quarterly dividends accrue at a
rate equal to 73% of the then current interest rate on the
Debenture. The dividends accumulate until such time as the
Debenture has been repaid in full which is currently scheduled for
July 31, 1997. At such time, the accumulated quarterly dividends
will be paid ratably over the ensuing 12 fiscal quarters. The
Preferred Stock has no mandatory redemption date but Concorde may
redeem the Preferred Stock, in whole or in part, at any time, at
liquidation value plus accrued cumulative dividends.
During 1995 management of Concorde reported improvements in its
financial condition resulting in a substantial reduction in its
outstanding bank debt. In June 1996 Concorde reported that its
outstanding bank debt had been paid in full. Consequently,
management, in conjunction with its independent financial advisor,
estimated the liquidation value in the Debenture, including accrued
interest, to be $2,802,804 at December 31, 1995. Management,
utilizing equivalent terms as used at December 31, 1995, valued the
Debenture at $2,788,195 at June 30, 1996.
The estimated liquidation value of the Preferred Stock and accrued
dividends was $2,074,925 at December 31, 1995, based on
management's and its independent financial advisor's determination
that Concorde would most likely elect to redeem the Preferred Stock
by December 31, 2003. On August 2, 1996, the Company received
$352,495 from Concorde in exchange for the redemption of 30,975
shares of Preferred Stock. The Preferred Stock and accrued
dividends are valued at $2,324,660 at June 30, 1996 after taking
into consideration the August 2, 1996 transaction. The resulting
adjustment in valuation is recorded as an adjustment to net assets
in liquidation in the accompanying financial statements.
Also included in other assets at December 31, 1995 are receivables
relating to a fidelity bond claim arising from a loss on fraudulent
automobile contracts in 1991 and a claim against a third party
relating to CenCor Inc. of Kansas City. In March of 1996, the
Company received $875,000 from the third party in payment of the
claim. In April of 1996 the Company received $750,000 in payment
of the fidelity bond claim.
In addition, an escrow account was established in accordance with
the provisions of the agreement pertaining to the sale of Century's
assets. Such amount, including accrued interest ($5,127,000 and
$5,028,000 at June 30, 1996 and December 31, 1995, respectively),
is included in other assets. The escrow was established in order
to secure certain indemnification obligations of Century and CenCor
to the buyer that run through July 1, 1998. Management believes
that any potential liability pertaining to these obligations would
be immaterial to the accompanying financial statements.
4 Long-Term Debt
Pursuant to a 1993 plan of reorganization, CenCor's noteholders
received the following securities for each $1,000 aggregate amount
of principal and accrued but unpaid interest at December 31, 1992:
i. $600 principal amount of non-interest bearing Non-
Convertible Notes
ii. $400 principal amount of non-interest bearing Convertible
Notes
iii. 5.2817 shares of CenCor common stock, par value of $1 per
share
The principal balance of the Non-Convertible Notes is $17,174,656.
The Non-Convertible Notes are non-interest bearing and will mature
on July 1, 1999. Such notes have been assigned a fair value of
$12,904,000 and $12,303,000 at June 30, 1996 and December 31, 1995,
respectively.
In accordance with the provisions of the bankruptcy plan, the
Convertible Notes are convertible at CenCor's option due to the
receipt of at least $17,500,000 in net proceeds from the sale of
Century's assets. The Convertible Notes were converted at a ratio
of one share of common stock for each $20 principal amount of
Convertible Notes. In connection with the conversion of these
notes, 572,554 shares of CenCor common stock are issuable to the
convertible noteholders. The conversion of these notes in
satisfaction of $11,449,771 principal amount of the obligations is
reflected in the financial statements and the number of outstanding
shares at June 30, 1996 and December 31, 1995.
5 Per Share Information
Net assets in liquidation per common share was computed by dividing
net assets in liquidation by the outstanding shares of common stock
at June 30, 1996 and December 31, 1995, respectively.
6 Subsequent Events
On July 30, 1996 CenCor agreed to release its claim on certain
assets to be sold by Concorde in consideration of Concorde's
agreement to use a portion of the proceeds received by it to redeem
the Preferred Stock and thereafter, to retire the Debenture.
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 securi-
ties as of August 8, 1996.
Number of Shares and
Name and Address Nature of Beneficial
of Beneficial Owner Ownership<F1> Percent of Class
Jack L. Brozman, Trustee 272,423<F2> 18%
Robert F. Brozman Trust
1100 Main St.
Kansas City, MO 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 Robert F. Brozman Trust (the "Trust") disclaims any benefi-
cial 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
August 8, 1996.
Number of Shares and
Name and Address Nature of Beneficial
of Beneficial Owner Ownership<F1> Percent of Class
Jack L. Brozman 306,767<F2> 21%
Edward G. Bauer, Jr. --- ---
George L. Bernstein --- ---
Marvin S. Riesenbach --- ---
Directors and Officers
as a Group 306,767<F2> 21%
<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 272,423 shares held by
the 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 Trust.
</FN>
ELECTION OF DIRECTORS
(Item 1)
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 unantici-
pated 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. The Board recommends a
vote FOR the election of the four nominees for director named
below.
Name of Served Principal Occupation for
Nominees Since Age Last Five Years and Directorships
Jack L. Brozman<F1> 1979 46 Chairman of the Board, Presi-
dent and Chief Executive Offi-
cer of CenCor and Concorde
Career Colleges, Inc.
("Concorde") since June 1991.
Chief Executive Officer of
Century from July 1991 to Au-
gust 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. Director of
Century and Concorde.
Edward G. Bauer, Jr.<F2><F3> 1991 68 Vice President and General
Counsel of Philadelphia Elec-
tric Company for more than the
five-year period prior to August
1988. Retired from this position
at the end of August 1988.
eorge L. Bernstein<F2><F3> 1991 64 Chief Financial and Adminis-
trative Officer of Howard
Fischer Associates, Inc. (ex-
ecutive search firm) since
October 1994. Chief Operating
Officer of Dilworth, Paxson,
Kalish & Kauffman, Philadel-
phia, Pennsylvania (law firm)
from November 1991 to Septem-
ber 1994. Director of R & B,
Inc. (distributor of automo-
tive parts). Director of Cen-
tury effective April 8, 1993.
Marvin S. Riesenbach<F2><F3> 1991 66 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 sole trustee of the 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 CenCor held 12 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. CenCor'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:
Terri Rinne failed to file a report on Form 3 with respect
to her appointment as an executive officer of the Company in
July 1995. 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.
Edward Bauer reported, on an untimely basis, a transaction
in CenCor common stock in May 1995.
Executive Officers and Key Employees
of the Company
For information concerning the person, in addition to Jack
L. Brozman, who serves as executive officer of CenCor or
Century, see Item 10 "Directors and Executive Officers of the
Registrant" in 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 stockholders 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 infor-
mal. Executive officers' compensation is recommended by the
Committee after a 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 creditors.
The Committee only reviewed and recommended the compensa-
tion of two executive officers during 1995, Mr. Jack Brozman,
the Company's Chief Executive Officer, and Ms. Terri Rinne, the
Company's Vice President. During 1995, the Committee also
reviewed and recommended certain modifications to outstanding
stock appreciation right agreements with Mr. Brozman, and two
other Company executives, Patrick Healy, the Company's former
Chief Financial Officer, and Dennis Berglund, Century's former
Chief Executive Officer.
With respect to Mr. Brozman, the Committee determined in
1995 that it would be beneficial to the Company if the Company
had an employment agreement with Mr. Brozman, which was not
then the case. Accordingly, the Committee negotiated the terms
of a three-year employment contract with Mr. Brozman commencing
on July 3, 1995 and continuing until June 30, 1998. Mr.
Brozman's employment agreement provides for the following
annual salary amounts for the periods indicated:
Year Salary
July 3, 1995 - June 30, 1996 $225,000
July 1, 1996 - June 30, 1997 175,000
July 1, 1997 - June 30, 1998 125,000
In arriving at these amounts, the Committee considered Mr.
Brozman's cash compensation (salary plus bonuses) for the
preceding two years ($160,000 and $150,000 for 1994 and 1993
respectively), the time he devotes to the affairs of the
Company (approximately one-third to one-fourth of his time),
the degree of responsibility that he assumed during the
extremely turbulent prior three years, his performance to the
Company in the negotiation and sale of Century, and his
projected reduced responsibilities occasioned by the anticipat-
ed winding-up of the Company's affairs. With respect to Ms.
Rinne, the Committee determined that her salary should be
increased as a result of her being promoted to the position of
Vice-President. Her salary was set at $50,000 per year
effective July 1, 1995 and subsequently increased to $60,000
per year effective January 1, 1996.
With respect to the stock appreciation rights ("SARs") in
1994, the Committee approved the execution by the Company of
stock appreciation right agreements with Messrs. Brozman, Healy
and Berglund. Mr. Berglund, Mr. Brozman and Mr. Healy were
granted 30,000, 15,000 and 10,000 SARs effective June 28, 1994.
These agreements further provided that each executive would
further be entitled to a like number of SAR units on June 28,
1995, provided the executive was still employed by the Company
at that time. Pursuant to these SAR agreements, 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 were 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 exceeded
$13.72. The Committee agreed, for purposes of the SARs, that
the net liquidation recovery per share of Century stock was
$13.72 as of December 31, 1993.
The Committee reviewed these outstanding SARs in early
1995 and determined that the grant date for the 1995 SARs
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 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
his outstanding SARs should continue, but only with respect to
a sale of Century at any time on or before December 31, 1995.
The 1995 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 and not as part
of an in-depth consideration of compensation arrangements of
the individual Century executives.
Except for increasing Ms. Rinne's salary effective January
1, 1996 as discussed above, the Compensation Committee has not
made any recommendations concerning 1996 compensation for the
Company's remaining executive officers.
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,
1995.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
Total Return Analysis
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
Cencor, Inc. $ 100.00 $ 82.14 $ 7.14 $ 7.14 $ 8.00 $ 50.00
Peer Group $ 100.00 $ 309.21 $ 582.01 $ 770.85 $ 564.62 $ 771.43
Nasdaq Composite (US) $ 100.00 $ 160.56 $ 186.87 $ 214.51 $ 209.69 $ 296.30
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 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
(Item 2)
The Board of Directors has selected and appointed Ernst &
Young LLP as the auditors for the Company for the year 1996.
The following resolution will be offered at the Annual
Meeting:
"RESOLVED, the action of the Board of Directors in
appointing Ernst & Young LLP as the independent auditors
of the Company for 1996 is hereby ratified and approved."
It is anticipated that representatives of Ernst & Young
LLP will attend the Annual Meeting. The representatives of
Ernst & Young LLP will be given the opportunity to make a
statement if they so desire and will be available to respond to
appropriate questions.
The Board recommends you vote FOR the appointment of Ernst
& Young LLP as the independent auditors and your proxy will be
so voted unless you specify otherwise.
PROPOSAL TO ADOPT PLAN OF
DISSOLUTION AND LIQUIDATION
(Item 3)
On January 22, 1996, the CenCor Board adopted a resolution
deeming it advisable that CenCor should be dissolved and
adopted at that time a plan of dissolution and liquidation (the
"Plan of Liquidation"). The CenCor Board further resolved that
the Plan of Liquidation be submitted to the stockholders for
approval. Accordingly, the following resolution will be
offered at the Annual Meeting:
"RESOLVED, that the Plan of Liquidation recommended
by the Board of Directors be authorized and
approved."
The Board recommends a vote FOR authorization and approval of
the Plan of Liquidation.
Background of Proposed Liquidation
Prior to June 30, 1995, CenCor was engaged in the consumer
financing business through its wholly-owned subsidiary,
Century. CenCor functioned as a holding company. As a result
of a number of adverse developments, the Company began experi-
encing severe liquidity problems in 1991. In response to these
liquidity problems, CenCor's Board initially formulated a plan
in 1992 whereby CenCor eventually would be dissolved and its
net assets distributed to stockholders pro rata after its
assets had been sold and after its direct and contingent
liabilities had been paid or provided for. Unfortunately,
CenCor was unable to receive a satisfactory offer for its
principal business, Century, at that time. In 1993, CenCor
obtained confirmation of its prepackaged bankruptcy plan of
reorganization (the "Plan of Reorganization") under Chapter 11
of the United States Bankruptcy Code. The purpose of the Plan
of Reorganization was to modify and defer CenCor's debt service
obligations to a time when CenCor's investment in Century would
have grown such that CenCor could liquidate its investment in
Century and have funds available to distribute to its creditors
and stockholders.
Effective June 30, 1995, Century consummated the sale of
its consumer finance business. Under the terms of the sale,
Century received $128.7 million for substantially all of its
assets. As a result of the sale, Century was able to redeem
all of its outstanding secured notes held by its lenders for a
purchase price equal to the principal amount of the secured
notes (approximately $102 million together with interest). The
lenders also surrendered for cancellation outstanding warrants
which would have allowed them to acquire up to 30% of Century.
With the sale of its consumer finance business, CenCor's
business purpose as a holding company no longer exists. The
Company has not conducted ongoing operations since the sale.
Moreover, based upon the amount obtained from its investment in
Century, plus the amounts received in settlement of claims
against third parties, the Board believes that the objectives
of its Plan of Reorganization have been achieved. Assuming
CenCor had fully liquidated and distributed its assets by
December 31, 1995 and assuming further that the Company's
actual realizable value of its assets and liabilities is
identical to the Company's estimated fair value of these items,
CenCor's stockholders would have received $18,110,000 in
distributions or approximately $12.17 per share, less expenses.
The actual amount to be received upon complete liquidation may
be adversely affected by claims arising from indemnification
obligations resulting from the sale of Century's assets,
unanticipated tax liabilities, the ultimate amount collected on
the Company's investment in Concorde, or other unforeseen
factors. The actual liquidation amount may be reduced by legal
matters, including class action lawsuits pending in Alabama
against Century.
For the reasons described above, the Board determined that
it was in the best interest of the stockholders that CenCor be
liquidated. Prior to deeming it advisable that the Company
should be dissolved, the Board considered the alternative of
acquiring another ongoing business. The Board rejected this
alternative believing it not to be in the best interest of the
stockholders as well as not being within the spirit of the Plan
of Reorganization.
Terms of the Plan of Liquidation
The Plan of Liquidation, which is attached hereto as
Exhibit A, provides that, if requisite stockholder approval is
received, the officers and directors of CenCor will promptly
execute and file a Certificate of Dissolution (the "Certificate
of Dissolution") with the Secretary of State of the State of
Delaware. The Plan of Liquidation provides that CenCor will be
fully liquidated within three years of the effective date of
the Certificate of Dissolution which is October 1, 1996.
During this three-year period, CenCor will not engage in any
business activities, except for preserving the value of its
assets, adjusting and winding-up its business and affairs, and
distributing its assets in accordance with the Plan of Liquida-
tion. The Company's debts and liabilities will either be paid,
as they become due, or otherwise provided for prior to distri-
butions being made to stockholders.
Under Delaware law, CenCor will continue as a corporate
entity for three years after the dissolution becomes effective,
or for such longer period as the Delaware Court of Chancery
directs in its own discretion, for the purpose of prosecuting
and defending suits by or against CenCor and winding up the
business and affairs of CenCor, but not for the purpose of
continuing the business of CenCor.
At such time as the Board has determined that all claims
and liabilities have been identified and paid or provided for,
which the Board does not expect to occur prior to 1999, CenCor
will distribute in one or a series of distributions, at any
time and from time to time, as the Board in its discretion may
determine, all funds resulting from CenCor's liquidation to the
stockholders in accordance with the respective rights of each.
The proportionate interests of the respective stockholders in
the assets of CenCor would be fixed on the basis of their
ownership of the outstanding shares of CenCor on a record date
to be determined by the Board.
Activities During Period of Liquidation
The Company's activities during the period of liquidation
will focus on collection of various amounts owed to it,
including the collection of its investment in Concorde and the
previous charged-off Concorde receivables received in payment
of accrued interest. The Company will also closely monitor
claims arising from indemnification obligations to the buyer of
Century in order to maximize the value of the escrow fund
established as a result of the sale. Until the Company's long-
term debt becomes payable and distributions are made to its
stockholders, the Board will invest the available proceeds from
the sale of Century and the Company's other cash in short-term
government and government agency instruments. The Company's
expenses during the period of liquidation are expected to
consist primarily of salaries, professional fees, stockholder
communication expenses, and other liquidation expenses. To the
extent not offset by interest income, these expenses will
reduce the amount available for ultimate distribution to
stockholders. During the period of liquidation, CenCor's
directors and officers would implement and carry out the
provisions of the Plan of Liquidation and would receive
compensation for their services. The compensation for these
individuals could be more or less than historically paid to
them.
Required Stockholder Vote
Under Delaware law, the Plan of Liquidation requires the
affirmative approval of a majority of the issued and outstand-
ing shares of common stock entitled to vote. The Board of
Directors has been informed that Jack Brozman, who has the
authority to vote 21% of the common stock, intends to vote all
of these shares in favor of the Plan of Liquidation.
Under Delaware law, stockholders of CenCor do not have the
right to dissent or demand appraisal of their shares if the
Plan of Liquidation is adopted. Accordingly, if the Plan of
Liquidation is adopted, all stockholders will be bound by its
terms whether or not they vote for the Plan of Liquidation.
If the stockholders do not approve the Plan of Liquida-
tion, the Board will in all likelihood seek liquidation of
CenCor under the supervision of the United States Bankruptcy
Court that has retained jurisdiction of the Plan of Reorganiza-
tion, on the basis that the sale of Century accomplished the
Plan of Reorganization. The Board believes that a bankruptcy
court-supervised liquidation would result in additional legal
and administrative fees and expenses, which would reduce the
amount payable to stockholders upon liquidation.
Certain Federal Tax Consequences
Until CenCor is regarded for federal income tax purposes
as having completely liquidated, CenCor will remain subject to
federal income tax on its taxable income, including any gain
derived from the sale of its assets and any interest income
earned on amounts retained by CenCor. If CenCor distributes
any property in kind to its stockholders, it will be required
to recognize gain (or loss) as if it sold such property for its
fair market value.
CenCor expects to make one or more distributions to its
stockholders through pro rata distributions. The amount of
cash and the fair market value of any property received by a
stockholder as a pro rata distribution generally will be
treated first as a tax-free return of capital to the extent of
such stockholder's tax basis in such stockholder's shares of
CenCor common stock (and result in a corresponding reduction in
such stockholder's tax basis in such shares) and any distribu-
tion in excess of such stockholder's tax basis in such
stockholder's shares of CenCor common stock generally will be
treated as capital gain. If any stockholder does not obtain a
full recovery of such stockholder's tax basis in such
stockholder's shares of CenCor common stock, such stockholder
generally will realize a capital loss when the final liquidat-
ing distribution is made by CenCor. The foregoing determina-
tions of basis recovery and gain (or loss) will be made
separately for each share of CenCor capital stock held by a
stockholder.
THE FOREGOING DISCUSSION DOES NOT ATTEMPT TO COMMENT UPON
ALL THE VARIOUS PROVISIONS OF THE INTERNAL REVENUE CODE THAT
MAY BE APPLICABLE TO CENCOR OR ITS STOCKHOLDERS WITH RESPECT TO
THE PLAN OF LIQUIDATION. EACH STOCKHOLDER IS ADVISED TO
CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR WITH RESPECT TO THE
FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES TO SUCH
STOCKHOLDER OF THE PLAN OF LIQUIDATION IN LIGHT OF SUCH
STOCKHOLDER'S OWN PARTICULAR TAX SITUATION.
Regulation During the Liquidation
Because of the sale of Century's consumer finance busi-
ness, CenCor may be an "investment company" as defined in the
Investment Company Act of 1940 (the "1940 Act"). The 1940 Act
generally requires investment companies to register with the
Securities and Exchange Commission after which their capital
structure, securities issuances, investments and transactions
with affiliates, along with numerous other activities would
become subject to extensive regulation. The 1940 Act does not,
however, require an investment company to register if its only
activities are those "merely incidental to its dissolution".
CenCor believes that in light of the dissolution exception from
registration under the 1940 Act, CenCor will not have to
register under such act, assuming that the Plan of Liquidation
is approved by the stockholders.
Surrender of Certificates for Common Stock
At such time as the respective interests of the stockhold-
ers are fixed on the basis of the ownership of their outstand-
ing shares of common stock of CenCor on a record date deter-
mined by the Board (the "Record Date"), it is anticipated that
the stock transfer books of CenCor will be closed, no further
transfers will be recorded on CenCor's books, and no further
stock certificates will be issued, other than replacement
certificates. All distributions from CenCor on or after the
Record Date will be made to stockholders according to their
stockholdings as of the Record Date. As soon as practicable
after the determination of the Record Date, stockholders will
be advised of the procedures for surrendering certificates
representing their shares of common stock. Stockholders should
not forward their stock certificates before receiving those
instructions. All distributions otherwise payable by CenCor to
stockholders who have not surrendered their stock certificates
and executed and returned such documents may be held for such
stockholders, without interest, until the surrender of their
certificates (subject to the laws relating to unclaimed
property).
STOCKHOLDER PROPOSALS
In the event any stockholder intends to present a proposal
at the Annual Meeting of Stockholders to be held in 1997, such
proposal must be received by the Company, in writing, on or
before January 6, 1997, 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; (ii) "FOR" ratification and
approval of the appointment of Ernst & Young LLP as the
independent auditors for the Company for 1996; and (iii) "FOR"
authorization and approval of the Plan of Liquidation.
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 Annual Report to Stockholders, which
includes audited financial statements, has been mailed to
stockholders of the Company with these proxy materials.
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
Secretary
August 15, 1996
EXHIBIT A
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 Corpora-
tion are authorized to take all steps necessary or appropriate
to (i) dissolve the Corporation in accordance with the applica-
ble 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 provi-
sions of the Code, including, 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 Corpora-
tion, 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 suffi-
cient 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 Corpora-
tion 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 priori-
ty, 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
distribute 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 outstand-
ing 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 condi-
tions 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 provisions 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 advis-
able 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 neces-
sary or appropriate to effect the dissolution of the
Corporation and the complete liquidation of its business,
assets and affairs; it being understood 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 Section 331 of the Code.
8. Authority of the Board. Pursuant to the authority
granted to the Board by Section 275(e) of the DGCL, notwith-
standing 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
SEPTEMBER 12, 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 September 12, 1996 or any adjournment or postpone-
ment thereof.
1. Election of Directors
[ ] For all Nominees Listed [ ] Withhold Authority
Below (except as marked to vote for all
to the contrary below) nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME.)
JACK L. BROZMAN EDWARD G. BAUER, JR.
GEORGE L. BERNSTEIN MARVIN S. RIESENBACH
2. Ratification and approval of the appointment of Ernst &
Young LLP as the independent auditors of 1996.
[ ] For [ ] Against [ ] Abstain
3. Authorize and approve the Plan of Dissolution and Liquida-
tion.
[ ] 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, adminis-
trator, 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 partner-
ship name by an authorized person.)