-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dNrMr/c/H3du3tg2q8SNn7NFv0yrYVEhkx3tLyMcwF5sRxXrdgOqzOq2NCGIvEw2 YrfeHD8NlRUbs5jlzCFq0A== 0000018497-95-000008.txt : 199507180000018497-95-000008.hdr.sgml : 19950718 ACCESSION NUMBER: 0000018497-95-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950717 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENCOR INC CENTRAL INDEX KEY: 0000018497 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 430914033 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03417 FILM NUMBER: 95554404 BUSINESS ADDRESS: STREET 1: 1100 MAIN STREET SUITE 2350 STREET 2: P O BOX 26098 CITY: KANSAS CITY STATE: MO ZIP: 64196 BUSINESS PHONE: 8162219744 MAIL ADDRESS: STREET 1: P O BOX 26098 STREET 2: 1100 MAIN STREET, SUITE 2350 CITY: KANSAS CITY STATE: MO ZIP: 64196 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED SERVICE INC DATE OF NAME CHANGE: 19680709 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 30, 1995 CENCOR, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-3417 43-0914033 (Commission File Number) (I.R.S. Employer Identification No.) 1100 Main Street, City Center Square, Suite 2350 P.O. Box 26098, Kansas City, Missouri 64196-6098 (Address of Principal Executive Offices) (Zip Code) (816) 221-9744 (Registrant's Telephone Number, Including Area Code) Item 2 Acquisition or Disposition of Assets On June 30, 1995, Century Acceptance Corporation ("Centu- ry"), the sole operating subsidiary of CenCor, Inc. ("CenCor"), consummated the sale of its consumer finance business to Fidelity Acceptance Corporation, a subsidiary of the Bank of Boston Corporation. Under the sale, which was effective as of July 1, 1995, Century received $128.5 million for substantially all of its assets, including its $110 million loan portfolio. As part of the transaction, $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. Based on the terms of an earlier agreement between Century and its secured lenders, the sale also resulted in Century achieving certain concessions from these lenders. Century was able to redeem all of its outstanding secured notes held by the lenders for a purchase price equal to the principal amount of the secured notes (approximately $100 million) together with interest, but without the payment of substantial prepayment premiums payable under the secured notes. The lenders were also required to surrender for cancellation outstanding warrants which allowed them to acquire up to 30% of Century. As a result of its 1993 debt restructuring, CenCor currently has outstanding non-interest bearing debt consisting of approximately $17.2 million in notes and $11.5 million in convertible notes due July 1, 1999. The convertible notes are now, by their terms, convertible at CenCor's option into shares of common stock of CenCor. Assuming the transaction had taken place on March 31, 1995 and CenCor and Century liquidated at that time, CenCor would have had a liquidation value of approximately $6 million ($3.30 per share), after giving effect to the conversion of the convertible notes to equity. It is unlikely that CenCor will liquidate prior to July 1998. Further, CenCor's liquidation value at the time of liquidation may be significantly reduced from the March 31, 1995 pro forma amount as a result of claims arising from indemnification obligations to the buyer or as the result of other factors, such as unexpected tax liabilities. Conversely, the actual liquidation amount may be significantly increased as a result of CenCor's ownership of securities issued by ConCorde Career College and CenCor's ability to obtain settlements or awards arising from its claims against others. Bank of Boston Corporation, which has its securities listed on the New York and Boston stock exchanges, is a New England-based global bank with assets of $43.5 billion. Fidelity Acceptance Corporation is a 66-year old consumer finance company with 139 offices in 26 states. Item 7 Financial Statements and Exhibits. (c) The following exhibit is filed as part of this current report on Form 8-K. Exhibit Number Description 99 Press Release dated June 30, 1995 announcing agreement to sell business.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report as amended to be signed on its behalf by the undersigned hereunto duly authorized. CenCor, Inc. (Registrant) Date July 17, 1995 By /s/ Jack L. Brozman Signature) Jack L. Brozman, President
EX-99 2 Exhibit 99 FOR IMMEDIATE RELEASE CONTACT: Jack Brozman CenCor, Inc. City Center Square 1100 Main Street, Suite 2350 Kansas City, MO 64105 (816) 474-8002 KANSAS CITY, MISSOURI: June 30, 1995. CenCor, Inc. announced today that Century Acceptance Corporation, its sole operating subsidiary, finalized the sale of its consumer finance business to Fidelity Acceptance Corporation, a subsidiary of the Bank of Boston. Under the transaction, which was completed on June 30, 1995, Century was paid $128.5 million for substantially all of its assets, including its $110 million loan portfolio. As part of the transaction, $5 million of the purchase price will be placed in escrow to secure certain indemnification obligations of Century and CenCor to the buyer. Assuming the transaction had taken place on March 31, 1995 and CenCor and Century liquidated at that time, CenCor would have had a liquidation value of approximately $6 million ($3.30 per share), after giving effect to the conversion of $11.5 million in convertible notes to equity. CenCor's liquidation value at the time of liquidation could be significantly reduced as a result of claims arising from the indemnification obliga- tions to the buyer or as a result of other factors, such as unexpected tax liabilities, or significantly increased as a result of its ownership of securities issued by ConCorde Career Colleges and its ability to obtain settlements or awards arising from claims against others. It is unlikely that any such liquidation will occur prior to July 1998. Fidelity Acceptance Corporation, a subsidiary of Bank of Boston Corporation, is a 66 year old consumer finance company with 139 offices in 26 states. Bank of Boston Corporation is a New England-based global bank with assets of $43.5 billion.
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