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 December 29, 1995
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CHANCELLOR CORPORATION
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(Exact Name of Registrant as specified in its charter)
Massachusetts 2-85329 04-2626079
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(State or other jurisdiction (Commission (IRS Employer Iden-
of incorporation) File Number) tification No.)
745 Atlantic Avenue, Boston, Massachusetts 02111
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (617) 728-8500
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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Effective December 29, 1995, the Registrant entered into a
certain letter agreement with its senior lenders extending certain loan and
forbearance agreements originally entered into among the Registrant, its
affiliates and a group of its senior lenders in April 1990 and which have been
amended and extended many times since. A copy of the letter agreement is
attached as an exhibit to this Form 8-K.
On January 11, 1996, the Registrant's Board of Directors
appointed Richard D. Rizzo of Andover, Massachusetts, to the Board, filling a
long-standing vacancy.
Effective January 31, 1996, the Registrant entered into a certain
Loan Term-Out Agreement with its senior lenders extending certain loan and
forbearance agreements originally entered into among the Registrant, its
affiliates and a group of its senior lenders in April 1990 and which have been
amended and extended many times since. A copy of the Loan Term-Out Agreement is
attached as an exhibit to this Form 8-K.
On February 6, 1996, the Registrant issued a press release
announcing (1) that it expects to report a profit for the three months, and a
loss for the twelve months, ended December 31, 1995, (2) that the Registrant had
entered into a Loan Term-Out Agreement with its senior lenders as described
hereinabove, and (3) that Mr. Rizzo had been appointed to the Registrant's Board
of Directors. Reference is made to the press release, a copy of which is
attached as an exhibit to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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(c) Exhibits
1. Letter agreement dated as of December 29, 1995 among the
Registrant, its affiliates and its principal recourse
lenders.
2. Loan Term-Out Agreement dated as of January 31, 1996 among
the Registrant, its affiliates and its principal recourse
lenders.
3. Press release dated February 6, 1996
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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/ Stephen G. Morison
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Stephen G. Morison
President and Chief Executive
Officer
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