FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 26, 1997
CHANCELLOR CORPORATION
(Exact Name of Registrant as specified in its charter)
Massachusetts 0-11663 04-2626079
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
745 Atlantic Avenue, Boston, Massachusetts 02111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 728-8500
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On March 26, 1997, the Registrant issued a press release reporting
its Restructuring & Revitalization Program.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
1. Press release dated March 26, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHANCELLOR CORPORATION
By: /s/ John J. Powell
John J. Powell
President and Chief Executive
Officer
CHANCELLOR CORPORATION
745 Atlantic Avenue
Boston, MA 02111
For Immediate Release
Chancellor Corporation Announces Restructuring & Revitalization Program
(NASDAQ: CHLR)
Boston, MA, March 26, 1997--Chancellor Corporation (NASDAQ) announces today a
sweeping restucturing and revitalization program designed to rekindle growth
in the Company. During December 1996 and January 1997, the majority of the
board of directors and the entire senior management of the Company was removed
and/or resigned after eight years of dismal operational and financial
performance ("the Decline Period"). The Company, under the direction of
new Chairman and majority shareholder Brian M. Adley, has added seasoned
professionals to its board of directors, each of whom are experienced in
leasing or financial services.
An investigation into the operations of the Company is currently being
conducted. The initial findings of the investigation have resulted in the
Company's restructuring, the development of a transition plan, and the
retention of a new accounting firm, consultants, and legal counsel.
As of December 31, 1996 the restructuring/transition included: 1.) The
wholesale elimination of the "old guard" management team and the installation
of new leadership. 2.) A more conservative accounting presentation of various
corporate assets. 3.) Costs associated with a purported severance package
approved by former directors Dayton and Killilea for former CEO Stephen
Morison of $245,000. 4.) Professional fees, inclusive of legal and other
charges. 5.) Installation of a new Management Information System, and 6.) Sale
of certain unprofitable or ancillary business units.
Inclusive of the operating losses and restructuring charges, the Company
anticipates 1996 to result in a net loss of approximately $11 Million.
The investigation into the prior board and management's operation of the
Company also resulted in the filing of a multimillion dollar lawsuit against
certain former officers and board members, including former President, CEO
and Vice Chairman Stephen Morison, former Chairman Bruce Dayton, former
Director Thomas Killilea, and former clerk and in-house general counsel David
Parr. The allegations include mismanagement, waste of corporate assets,
gross negligence, unlawful self-dealing, breaches of fiduciary duties, and
unjust enrichment.
The Company is pleased to announce the restructuring in its core management
led by new President and Chief Executive Officer John J. Powell. Mr. Powell
comes to Chancellor Corporation with over 25 years of leasing industry
experience, including positions as President of Computer Finance at ITEL
Corporation, and as President and founder of EBEC Financial Corporation,
both of San Francisco, California.
Commenting on the changes at Chancellor, John Powell stated: "The difficult
task of downsizing is behind us and now we can begin the process to grow and
expand our business units on a proftiable basis and
create shareholder value as we move forward."
Based in Boston, Chancellor Corporation acquires new and previously owned
tractor, trailer and material handling equipment for lease or sale to
end-users. The Company also has an extensive equipment remarketing program
that originates leases and remarkets off lease equipment worldwide.
Chancellor Corporation's shares are traded on NASDAQ under the symbol CHLR.
-30-
Contact: Steven G. Marlow Peter J. Mullen
Investor Relations Officer Associate Investor Relations
Officer
CHLRird@aol.com CHLRird2@aol.com
Tel: (617) 728-8500 Tel: (617) 728-8516, or
(617) 631-2645
Fax: (617) 728-8550 Fax: (617) 631-6526
Internet URL: http://www.chancellorfleet.com