SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended September 30, 1996 Commission File No. 0-3417
CENCOR, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-0914033
(State of other jurisdiction of (I.R.S. Employer Identifi-
Incorporation or Organization) cation Number
1100 Main Street, Suite 416A
Post Office Box 26098
Kansas City, Missouri 64196
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code:
(816) 221-5833
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes X No
As of October 23, 1996, CenCor, Inc. had 1,414,488 shares of Common
Stock, $1.00 par value outstanding with a market value of $9,194,172.
CENCOR, INC.
FORM 10-Q
QUARTER ENDED September 30, 1996
INDEX
Item Page
PART I
1. Financial Statements and Supplementary Data . . . . . . . . . . . . . . .1
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . 10
PART II
1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2. Change in Securities. . . . . . . . . . . . . . . . . . . . . . . . . . 14
3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . 14
4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . 14
5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . 14
7. Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
As used herein, the term "CenCor" refers to CenCor, Inc. and the
term "Century" refers to CenCor's primary subsidiary Century
Acceptance Corporation. The term "the Company" as used herein
refers to CenCor collectively with Century.
Part I
Item I Financial Statements
The Company's Financial Statements are set forth herein, beginning
on the following page.
(The remainder of this page is intentionally blank.)
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Net Assets in Liquidation
September 30, December 31,
1996 1995
Assets: (Unaudited)
Cash and cash equivalents $ 14,607,000 $ 22,439,000
Property and equipment, net of
accumulated depreciation 27,000 30,000
Other assets 10,027,000 11,903,000
Total assets 24,661,000 34,372,000
Liabilities:
Accounts payable and
accrued liabilities 704,000 3,200,000
Income taxes payable 686,000 759,000
Long-term debt 6,017,000 12,303,000
Total liabilities 7,407,000 16,262,000
Net assets in liquidation $ 17,254,000 $ 18,110,000
Number of common shares outstanding 1,488,411 1,488,411
Net assets in liquidation per share $11.59 $ 12.17
See accompanying notes.
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Changes in Net Assets in Liquidation
For the Nine Months Ended September 30, 1996
(Unaudited)
Net assets in liquidation, December 31, 1995 $ 18,110,000
Income from liquidating activities
Investment income 1,036,000
Other 507,000
Gain on extinguishment of debt 275,000
Gain on retirement of preferred stock 126,000
1,944,000
Expenses from liquidating activities
Salaries and related benefits 367,000
Interest expense 912,000
Professional fees 374,000
Other expenses 256,000
Income tax 891,000
2,800,000
Decrease in net assets in liquidation <856,000>
Net assets in liquidation, September 30, 1996 $ 17,254,000
See accompanying notes.
Cencor, Inc.
(In Process of Liquidation)
Consolidated Statement of Changes in Net Assets in Liquidation
For the Three Months Ended September 30, 1996
(Unaudited)
Net assets in liquidation, June 30,1996 $ 17,982,000
Income from liquidating activities
Investment income 353,000
Other 81,000
Gain on extinguishment of debt 275,000
Gain on retirement of preferred stock 6,000
715,000
Expenses from liquidating activities
Salaries and related benefits 94,000
Interest expense 312,000
Professional fees 193,000
Other expenses 50,000
Income tax 794,000
1,443,000
Decrease in net assets in liquidation <728,000>
Net assets in liquidation, September 30, 1996 $ 17,254,000
See accompanying notes.
CenCor, Inc.
(In Process of Liquidation)
Notes to Consolidated Financial Statements
September 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 its only operating subsidiary Century Acceptance
Corporation ("Century"). Since June 30, 1995, 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"). The Company's stockholders approved the
Plan of Liquidation on September 12, 1996 at the Company's annual
meeting of stockholders. 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 fully liquidated by October 1999.
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 September 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 September 30, 1996 and December 31,
1995). The fair value reflects a conversion of the convertible
notes in accordance with the bankruptcy plan and the Company's
recent purchase of a portion of the outstanding long-term debt (see
Note 4).
2. Litigation and Contingencies
Century is a defendant, along with a number of 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. While Century has denied the allegations, Century has
agreed to settle the claims in order to avoid the time, expense and
uncertainty of litigation. See "Item 1, Legal Proceedings". The
settlements are subject to court approval.
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. As of September 30, 1996 CenCor had received $277,912 from
Concorde as payments on 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 September 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 capitalization" 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
September 30, 1996 the Company had collected from the Concorde
charged-off receivables approximately $597,000 of the $1,060,000
accrued interest due.
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. Consequently, Company 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. In June 1996 Concorde reported
that its outstanding bank debt had been paid in full. Company
management, utilizing equivalent terms as used at December 31,
1995, valued the Debenture at $2,565,719 at September 30, 1996.
The September 30, 1996 value reflects the receipt of $277,912 from
Concorde as quarterly payments on the Debenture.
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. On September 30, 1996 the Company received $24,996
in exchange for the redemption of 2,185 shares of Preferred Stock.
The Preferred Stock and accrued dividends are valued at $2,038,168
at September 30, 1996 after taking into consideration the August 2,
1996 and September 30, 1996 transactions.
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 ($5,210,000 and
$5,028,000 at September 30, 1996 and December 31, 1995, respective-
ly), 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 obliga-
tions 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 Non-Convertible Notes are non-interest bearing and will mature
on July 1, 1999. On August 19, 1996 CenCor made an offer to
purchase the Non-Convertible Notes at a cash price equal to 74% of
their principle amount. The offer initially expired on October 3,
1996, but was subsequently extended to November 18, 1996. The
Company has accepted for and paid for $9,354,796 of the Non-
Convertible notes tendered by the noteholders on or before October
3, 1996 at the indicated price of $.74 per $1.00 of principal.
Prior to the offer to purchase, the principal balance of the Non-
Convertible Notes was $17,174,656. The Non-Convertible notes were
assigned a fair value of $12,303,000 at December 31, 1995. At
September 30, 1996, the Notes were assigned a fair value of
$6,017,000. The September 30, 1996 value reflects a reduction in
the outstanding debt for the notes purchased through October 3,
1996.
In accordance with the provisions of the bankruptcy plan, the
Convertible Notes became 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 convertible 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. As of September 30, 1996, 487,455 shares
of CenCor common stock had been issued to the convertible notehold-
ers. 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 September 30,
1996 and December 31, 1995.
5. Per Share Information
The number of weighted average common share equivalents was
increased under the assumption that the common stock shares
issuable as a result of the conversion of the Convertible Notes
were outstanding during the quarter ended September 30, 1996.
Net assets in liquidation per common share was computed by dividing
net assets in liquidation by the outstanding shares of common stock
at September 30, 1996 and December 31, 1995, respectively.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition
Sale of Century
Effective June 30, 1995, Century consummated the sale of its
consumer finance business to Fidelity Acceptance Corporation, a
subsidiary of the Bank of Boston Corporation.
Under the terms of the sale, Century received $128.7 million
for substantially all of its assets. In accordance with the
provisions of the sales agreement, $5 million of the sale proceeds
were placed in escrow to secure certain indemnification obligations
of Century and CenCor to the buyer that run through July 1, 1998.
The buyer has notified the Company of several claims for which they
may assert against the escrow. Although the amount of the claims
is currently undeterminable, management estimates the amount to be
immaterial to the escrow.
Conversion of Convertible Notes and Retired Stock
On December 31, 1995, CenCor had outstanding non-interest
bearing convertible notes due July 1, 1999 (the "Convertible
Notes") in the principal amount of $11,449,771. Effective April 1,
1996, CenCor converted these Convertible Notes into shares of
CenCor's common stock at a ratio of one share of common stock for
each $20 principal amount of Convertible Notes. As a result of
this conversion, the holders of the Convertible Notes are entitled
to be issued 572,554 shares of CenCor common stock upon surrender
of their Convertible Notes. As of October 23, 1996, 498,631 shares
have been issued and are outstanding as a result of the surrender
of Convertible Notes.
In May 1996 CenCor received into its treasury 324,641 shares
of CenCor common stock in settlement of a claim against the Estate
of Robert F. Brozman and the related Robert F. Brozman Trust. The
issued and outstanding share amounts reflected in the accompanying
financial statements reflect the receipt of the 324,641 shares
received from the Robert F. Brozman Trust.
Long - Term Debt
As previously mentioned in Note 4 to the financial statements,
on August 19, 1996 CenCor offered to purchase all of the outstand-
ing Non-Convertible Notes due July 1, 1999 at a cash price equal to
74% of their principal amount. Prior to the offer to purchase, the
principal balance of the Non-Convertible Notes was $17,174,656. The
offer was scheduled to expire on October 3, 1996 but was extended
to November 18, 1996. CenCor accepted and paid for outstanding Non-
Convertible Notes in the principal amount of $9,354,796 tendered
by the noteholders on or before October 3, 1996 at the indicated
price of $.74 per $1.00 of principal. As of October 23, 1996, an
additional $246,511 of Non-Convertible Notes had been tendered by
the noteholders. The Company will promptly accept for payment and
pay for all validly tendered Non-Convertible Notes received on or
before November 18, 1996.
Plan of Liquidation
With the sale of its consumer finance business, CenCor's
business purpose no longer exists. For that reason, CenCor's Board
of Directors adopted a resolution on January 22, 1996 that CenCor
be liquidated and that the Plan of Liquidation be submitted to the
stockholders for approval. The Company's stockholders approved the
Plan of Liquidation at the Company's annual meeting of stockhold-
ers held on September 12, 1996 and a Certificate of Dissolution was
subsequently filed with the State of Delaware.
Under Delaware law, CenCor will continue as a corporate entity
for three years after the effective date of the dissolution of
October 1, 1996, 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.
The Plan of Liquidation provides that the implementation of
the plan is intended to be completed by October 1, 1999. 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 Liquidation. CenCor's
debts and liabilities, whether fixed, conditioned or contingent,
will either be paid as they become due or provided for.
At such time as the Board has determined that all claims and
liabilities have been identified and paid or provided for, which
CenCor does not expect to occur prior 1999, CenCor will distribute
in one or a series of distributions, at any time, or 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
will be fixed on the basis of their ownership of the outstanding
shares of CenCor on a record date to be determined by the Board of
Directors.
During the period of liquidation, CenCor's directors and
officers will implement and carry out the provisions of the Plan of
Liquidation and will receive compensation for their services.
Assuming CenCor had fully liquidated and distributed its
assets by September 30, 1996 and assuming further that the
Company's actual realizable value of its assets and liabilities is
identical to the Company's estimated realized value of these items,
CenCor's stockholders would have received $17,254,000 in distribu-
tions or approximately $11.59 per share, less costs to liquidate.
The actual amount to be received upon complete liquidation may be
adversely affected by claims arising from the indemnification
obligations resulting from the sale of Century's assets, unantici-
pated tax liabilities, the ultimate amount collected on the
Debenture and Preferred Stock of Concorde Career Colleges, Inc., or
other unforeseen factors. The actual liquidation amount also may
be reduced by legal matters, including the class action lawsuits
pending in Alabama against Century.
Assets and Liabilities Following Sale of Century Using Liquidation
Accounting
Following the sale of its consumer finance business, the
Company's assets consist primarily of cash and cash equivalents, a
junior secured debenture (the "Debenture") in the principal amount
of $2,422,000 of Concorde Career Colleges, Inc. ("Concorde"),
266,840 shares of Concorde's cumulative preferred stock (the
"Preferred Stock"), certain previously charged-off receivables
received in payment of accrued interest on the Debenture, and the
escrow account established to secure the indemnification obliga-
tions of the Company to the buyer of the consumer finance business.
The Company's remaining liabilities consist primarily of the
amounts due to the holders of its non-tendered Non-Convertible
Notes, accounts payable, and other accrued liabilities, including
accrued income taxes. As a result of being in the process of
liquidation, the Company is required to adopt the liquidation basis
of accounting. Generally accepted accounting principles require
the adjustment of assets and liabilities to estimated fair value
under the liquidation basis of accounting.
Results of Operations
During the nine months ended September 30, 1996, the Company's
sources of income consisted mostly of investment income and
collections from the Concorde charged-off receivables that the
Company accepted in exchange for accrued interest on the Debenture.
In the nine months ended September 30, 1996 the Company also
recognized a gain from the early retirement of a portion of its
long-term debt (See Note 4 to the financial statements) and a gain
on the redemption of 33,160 shares of the Concorde Preferred Stock
(See Note 3 to the financial statements).
The Company's expenses during the nine months ended September
30, 1996 consisted mainly of salaries, accretion of interest on the
Company's long-term debt, professional and consulting fees, and
other liquidating expenses. Additionally, for the quarter ending
September 30, 1996, the Company recorded an accrual for income
taxes of $794,000. The accrued income taxes relate to the taxable
gain resulting from the retirement of the Company's Non-Convertible
Notes as discussed in Note 4 to the financial statements and an
increase in taxable income due to a reduction to the Company's net
operating loss ("NOL") carry forward. See "Liquidity and Capital
Resources - Internal Revenue Service Examinations and Potential
California Sales Tax Assessment" for a further discussion of the
IRS proposed adjustments.
Activities During Liquidation Period
The Company's activities during the period of liquidation will
focus on the collection of various amounts owed to it, including
the collection of the Debenture, Preferred Stock, and the previous-
ly 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 stockholders, management expects to
invest the available proceeds from the sale of Century and the
Company's other cash in short-term government or government agency
instruments.
The Company's expenses during the period of liquidation are
expected to consist mostly of salaries, professional fees,
stockholder communication expenses, income taxes and other
liquidating expenses.
The Company will be required to satisfy the balance of the
non-tendered Non-Convertible Notes together with all other
liabilities prior to any distribution on its outstanding common
stock.
Liquidity and Capital Resources
Capital Obligations
The Company has no significant obligations for capital
purchases.
Defaults on Long-Term Debt
The Company believes that it is in compliance with all
covenants and terms under the indenture for the Non-Convertible
Notes.
Internal Revenue Service Examination and Potential California Sales
Tax Assessment
The Company's income tax returns for 1988 and 1989 were
examined by the IRS which has proposed certain adjustments, a
portion of which have been protested by the Company. In addition,
the Company's 1990, 1991, and 1992 income tax returns are currently
under examination by the IRS. The Company has also claimed
additional deductions in these years.
The IRS may disallow a portion of the additional deductions
that the Company had previously claimed in 1990, 1991, and 1992 and
included with its NOL carry forward amount. As a result of the
unresolved IRS examinations, management cannot precisely estimate
the amount of the Company's NOL for federal income tax purposes.
However, for purposes of estimating the Company's current income
tax liability, management has assumed no NOL amount will be
available for 1996. Because the proposed adjustments for 1988 and
1989 have not been resolved and the 1990-1992 IRS examination is
still ongoing the NOL carry forward amount may be subsequently
adjusted.
In addition, the California Board of Equalization (the "Board
of Equalization") issued a Notice of Determination on January 30,
1996 to Charter Equipment Leasing Corp. ("Charter"), a former
subsidiary of CenCor, in the approximate amount of $723,300 for
sales taxes, interest and penalties for the period October 1
through 31, 1992. On April 29, 1996, the Board of Equalization
issued a revised Report of Field Audit reducing the sales tax
assessment against Charter to $5,362.
Charter sold substantially all of its assets in November 1992
and dissolved in October 1994. The bulk of the January 1996 tax
assessment was based upon Charter's sale of assets. The April 1996
Report of Field Audit reduced the sales tax assessment, because the
asset sale occurred in November 1992 and the assessment period
ended October 31, 1992. The Board of Equalization may still
attempt to assert a claim against the buyer of Charter's assets
based upon successor liability for the sales taxes allegedly due
from the November 1992 sale transaction. If the buyer is assessed
sales taxes, the buyer may attempt to assert an indemnification
claim against CenCor.
Part II
Item 1 Legal Proceedings - As more fully discussed in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995,
Century is a defendant in two Alabama state-wide class action
lawsuits.
While the Company has and continues to deny any wrong-doing
and believes that the claims of the plaintiffs in these separate
actions are without merit, the Company has agreed to settle these
matters to avoid the time, expense and uncertainty of litigation.
More specifically, Century has agreed in the Princes Nobels
vs. Associates Corporation of North America, et al. to refund to
all class members who do not opt-out of the settlement 1 1/2 times the
premiums received in payment of non-filing insurance. Class
members consist of all persons who, from on or after May 15, 1990
to July 20, 1996, entered into a loan agreement with Century within
the State of Alabama which was secured by goods and who were
charged non-filing insurance in connection therewith. The Company
estimates that its maximum refund exposure in this matter is
approximately $150,000.
With respect to the matter styled Dorothy McCurdy, et al. vs.
American General Finance, Inc., Century has agreed to refund to all
class members who do not opt-out of the settlement 40% of all
credit property insurance premiums received from such persons.
Class members consist of all persons who from on or after April 13,
1991 through August 23, 1996, entered into loan agreements with
Century within Alabama under which Century imposed a charge for
credit property insurance. The Company estimates that its maximum
refund exposure in this matter is $95,000.
Century has also agreed to pay approximately $50,000 toward
the administrative costs of the settlements.
Pursuant to both settlements, which are conditioned on final
court approval, class members who do not opt-out will be barred
from seeking further relief on any of the claims. Class members
who opt-out may pursue their claims individually. While the
Company is unable to predict the extent to which class members will
opt-out and pursue their own claims, the Company does not believe
that the aggregate effect of the individual claims will be material
in relationship to the Company's total assets.
Item 2 Change in Securities - None
Item 3 Defaults Upon Senior Securities - For a discussion of
defaults in prior periods, see Part I, Item 2, Liquidity and
Capital Resources - Defaults on Long-Term Debt.
Item 4 Submission of Matters to a Vote of Security Holders - At the
Annual Meeting of the Stockholders on September 12, 1996, the
entire incumbent Board of Directors was re-elected for another one-
year term. The result of the vote for the Board of Directors was
as follows:
FOR AGAINST ABSTAINED
Jack L. Brozman 1,027,153 0 74,893
Edward G. Bauer, Jr. 1,028,969 0 73,077
George L. Bernstein 1,028,820 0 73,226
Marvin S. Riesenbach 1,028,717 0 73,329
Additionally, the retention of Ernst & Young as independent
auditors for 1996 was approved. The result of the vote for
retention of Ernst & Young was as follows:
FOR AGAINST ABSTAINED
1,029,702 64,433 7,911
The result of the vote for the Plan of Liquidation (see "Manage-
ment's Discussion and Analysis of Financial Condition and Results
of Operations - Financial Condition - Plan of Liquidation") was as
follows:
FOR AGAINST ABSTAINED
897,080 4,063 11,117
Item 5 Other Information - None
Item 6 Exhibits and Reports on Form 8-K
EXHIBIT NUMBER DESCRIPTION
27 Financial Data Schedule
No reports on Form 8-K were filed during the quarter ended
September 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed by
the undersigned, thereunto duly authorized.
CENCOR, INC.
Dated November 15, 1996 /s/ Jack L. Brozman
Jack L. Brozman,
President
/s/ Terri L. Rinne
Terri L. Rinne,
Vice President