Item 1.	Business
CenCor, Inc. was incorporated under the laws of Delaware on May 27, 1968. Prior to June 30, 1995, CenCor, was engaged in the consumer finance business through its wholly-owned subsidiary, Century Acceptance Corporation ("Century"). As used herein, the term "the Company" refers to CenCor and Century collectively. Effective June 30, 1995, substantially all of the assets of Century were sold. For additional information regarding the sale of Century, see "Management's Discussion and Analysis of Financial Condition and Results of Operations--Financial Conditions--Sale of Century".
The Company has not conducted on-going operations since the sale of its consumer finance business and is in the process of liquidation. On September 12, 1996, the Company's stockholders approved a Plan of Dissolution and Liquidation (the "Plan of Liquidation") which the Board of Directors submitted for stockholder approval at the Company's annual meeting of stockholders. CenCor is expected to be fully liquidated by October 1999. See "Management's Discussion and Analysis of Financial Condition and Results of Operation--Financial Condition-- Plan of Liquidation".
	
Item 2.
Item 2. Properties
Since the sale of its consumer finance business, the Company's need for office space has decreased significantly. The Company currently subleases approximately 800 sq. feet of office space on a month to month basis (see "Certain Relationships and Related Transactions"). The Company believes that its office space is adequate for its needs. 	
Item 3.
Item 3. Legal Proceedings
	There are no pending legal actions against the Company.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders 	 As a result of the stockholders approval of the Company's Plan of Liquidation on September 12, 1996, the Company is not required to submit any further matters to a vote of security holders. No matter was submitted to a vote of security holders during the fourth quarter of the Company's fiscal year ended December 31, 1997.
PART II
Item 5.
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
CenCor's common stock is quoted on the OTC Bulletin Board under the symbol CNCR. The range of high and low sales price as quoted on the OTC Bulletin Board for each quarter of 1996 and 1997 is as follows:
The quotations from the OTC Bulletin Board reflect inter-dealer prices without retail mark-up, mark-down, or commission and may not represent actual transactions.
On March 10, 1998, the quoted bid price of the common stock on the OTC Bulletin Board was $4.55.
At March 10, 1998, CenCor had approximately 628 shareholders of record. A partial liquidating distribution of $5.35 per share was paid on March 9, 1998, to common stockholders of record as of February 16, 1998.
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Item 6.
Item 6. Selected Financial Data
Item 7.
Item 7. 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 the Company that expire on July 1, 1998. Fidelity had made two claims for $48,000 against the escrow and has notified the Company of other claims which may be asserted against the escrow balance. Management does not believe the amount of the other claims, if any, will be material to the consolidated financial statements.
As part of the sale, Century also assigned to Fidelity, its benefits, rights, and interests (including interests in future insurance commissions receivable) in a service expense reimbursement agreement (the "SER Agreement(s)") with a third party. Century also agreed to indemnify Fidelity in an amount up to $750,000 if it was determined that any of Century's rights under the SER Agreement were impaired as a result of the sale of Century's assets such that Fidelity did not receive up to $750,000 in payments under the SER Agreement. During 1997, Norwest Financial, Inc. ("Norwest") acquired certain assets and liabilities of Fidelity including Fidelity's rights under the SER Agreement and to claims against the escrow. On March 12, 1998 Norwest agreed to relinquish any indemnification against the Company and the escrow related to payments under the SER Agreement.
On December 12, 1997, Fidelity also asserted a claim of approximately $2.5 million against the escrow account. Fidelity's claim is based upon a claim by a third party against Fidelity, as Century's successor in interest, for amounts allegedly due for reserves that were to be established by Century under certain agreements with the third party. While the company has agreed to indemnify Fidelity in this matter, the Company believes the third party's claim is without merit and is vigorously defending the third party claims.
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 stockholders 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 (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.
The Board determined that a partial liquidating distribution of $5.35 per share would be issued to stockholders of record on February 16, 1998. At such time as the Board has determined that all claims and liabilities have been indentified and paid or provided for, the Board will determine a record date and issue a final liquidating distribution. Cencor does not expect this to occur prior to 1999.
During the period of liquidation, CenCor's directors and officers are authorized to implement and carry out the provisions of the Plan of Liquidation and to receive compensation for their services. The Board determined that, in addition to the regular directors fees paid to each member of the Board of Directors, each Director shall receive a payment equal to $75,000 immediately prior to the final distribution of the liquidation proceeds to the shareholders as additional consideration for the performance of services to the Company. In addition, the Vice President of the Company will receive a bonus of $100,000 if the officer is still employed by the Company on the date the Company makes its final liquidation distribution to its shareholders. The purpose of the additional payments is to encourage these individuals to continue their services to the Company through the Company's final liquidation and to recognize the directors for their past performance. The additional payments have been recorded as a liability in the December 31, 1997 financial statements.
As discussed below, on February 2, 1998, CenCor announced a partial liquidating distribution in the amount of $5.35 per share to be paid on March 9, 1998. After the parties liquidating distribution and assuming CenCor had fully liquidated and distributed its assets by December 31, 1997, and 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 an additional $9,773,000 in distributions or approximately $7.24 per share, less costs to liquidate. The actual amount to be received upon complete liquidation my be adversely affected by claims arising from the indemnification obligations resulting from the sale of Century's assets, unanticipated tax liabilities, other liquidating costs, or other unforseen factors.
Stock Tender Offer
On June 13, 1997, CenCor commenced an offer to purchase 570,000 shares of its common stock at $8.75 per share. The offer expired on August 12, 1997 at which time CenCor paid $1,106,158 for 126,418 shares of its common stock. The purpose of the offer was to provide the shareholders, who did not wish to hold their shares until CenCor completes its liquidation, an opportunity to sell their shares and to enhance the liquidation value to the non-tendering shareholders.
Partial Liquidating Distribution
On February 2, 1998, CenCor announced payment of a partial liquidating distribution on March 9, 1998 in the amount of $5.35 per share to common stockholders of record as of February 16, 1998. The Company distributed $7,159,049 on 1,338,140 outstanding shares of common stock on March 9, 1998.
The partial liquidating distribution represents approximately 65% of the Company's cash and cash equivalents available as of December 31, 1997. After the $5.35 per share partial liquidating distribution and based upon the December 31, 1997 per share estimated liquidation value, each outstanding share of common stock of the Company will have a remaining projected liquidation value of approximately $7.24 per share.
CenCor's 1993 plan of reorganization entitled holders of Old Notes to receive Non-Convertible Notes, Convertible Notes, and common stock in exchange for their Old Notes. The Convertible Notes were converted into shares of common stock at a ratio of one share of common stock for each $20 principal amount of Convertible Notes on April 1, 1996.
The outstanding shares of common stock of 1,338,140 on February 16, 1998 is exclusive of 12,140 shares of common stock issuable to Old Noteholders who have failed to surrender their Old Notes. The Company has submitted an application to the Bankruptcy Court to confirm the Company's right to disregard recognition of the ownership rights claimed by holders of Old Notes in accordance with the 1993 plan of reorganiztion. However, as of the payment record date of February 16, 1998, three holders of Old Notes had notified the Company of their intention to file a motion with the Bankruptcy Court to request a late exchange of their Old Notes for Non-Convertible Notes, Convertible Notes, and common stock. The Company anticipates that the Bankruptcy Court will grant those motions and that those holders will be entitled to receive 531 shares of common stock as a result of the exhange of their Old Notes and the surrender of the Convertible Notes. The partial liquidation distribution payable and the outstanding shares of common stock at December 31, 1997 includes the 531 shares, but does not include any amounts owed to the remaining holders of Old Notes.
Further, the outstanding shares of stock at February 16, 1998 that received partial liquidating distribution on March 9, 1998 does not include 11,713 of common shares issuable to Convertible Noteholders who have failed to surrender their Convertible Notes in exchange for common stock. The Company is attempting to contact the unsurrended Convertible Noteholders and advise them of the partial liquidating distribution that they woud be entitled to receive upon surrender of the Convertible Notes. If the shares of common stock and partial liquidating distribution underlying the unsurrendered Convertible Notes are not claimed, the Company expects to release the unclaimed funds based upon the applicable escheat laws. As a result, the partial liquidation distribution payable and the outstanding shares of common stock at December 31, 1997 is inclusive of the 11,713 shares and the partial liquidating distribution due to the unsurrendered Convertible Noteholder.
Conversion of Convertible Notes
On December 31, 1995, ConCor had outstanding non-interest bearing Convertible Notes due July 1, 1999 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.
Long-Term Debt
On August 19, 1996 CenCor offered to redeem all of its outstanding Non-Convertible Notes due July 1, 1999 at a cash equal to 74% of their principal amount. Prior to the offer, the principal balance of the Non-Convertible Notes was $17,174,656. CenCor redeemed outstanding Non-Convertible Notes in the principal amount of $9,970,930 as of the November 18, 1996 offer expiration date at a cost of $7,374,415. On May 30, 1997, pursuant to the indenture governing the Non-Convertible Notes, CenCor defeased its outstanding Non-Convertible Notes in the principal amount of $7,203,726 by delivering approximately $6.4 million in U.S. Government Securities to the indenture trustee.
Concorde Career Colleges, Inc. Agreements
At December 31, 1996, the Company held a junior secured debenture (the "Debenture") of Concorde Career Colleges, Inc. ("Concorde") in the principal amount of approximately $2.4 million and 260,385 shares of Concorde's cumulative preferred stock (the "Preferred Stock"). Further, the Company held an unsecured debt of Concorde in the principal amount of approximately 190,000 (the "Unsecured Debt").
The Debenture, which was to have matured on July 31, 1997, called for principal and interest payments commencing June 30, 1996 based on a 10-year amortization schedule. Interest on the Debenture compounded and accrued quarterly at a variable rate not to exceed 12%. The Debenture further called for an additional contingent payment at the maturity of the Debenture in an amount equal to 25% of the amount by which the "market capitalization" of Concorde exceeded $3.5 million.
The Preferred Stock, $.10 par value, had a per share liquidation preference of $10.00 per share. Cumulative quarterly dividends accrued at a rate equal to 73% of the then current interest rate on the Debenture. Dividends were to have accrued until such time as the Debenture was paid in full. While Concorde could redeem the Preferred Stock in whole or in part at liquidation value plus accrued cumulative dividends, the Preferred Stock did not provide for mandatory redemption.
On December 30, 1996, CenCor and Concorde amended the Restructuring, Security and Guaranty Agreement (the "Fourth Amendment") between the parties to facilitate the early redemption of the Preferred Stock and payment in full of all of the obligations of Concorde to CenCor. The Fourth Amendment provided that if CenCor received a "repayment price" of approximately $4.8 million prior to February 28, 1997, inclusive of any Preferred Stock redemption payments and debt service payments on the Debenture subsequent to September 30, 1996, that Debenture and the Unsecured Debt would be retired and the Preferred Stock redeemed in full.
During 1996, CenCor received $452,498 from Concorde in redemption of 39,615 shares of Preferred Stock and $411,890 in payments from Concorde on the Debenture
In February 1997, CenCor retired in full of all of Concorde's debt obligations to CenCor and redeemed in full of all of the remaining shares of Preferred Stock in accordance with the terms of the Fourth Amendment. In exchange, CenCor agreed to release Concorde from all liabilities and obligations, except its continuing obligation to convey written- off receivables in connection with discharged interest, as described below.
In 1993 and 1994, Concorde agreed to assign certain charged-off receivables to CenCor in full payment of the accrued interest due on the Junior Secured Debenture through December 31, 1993 and 1994, respectively. 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 agreement with Concorde 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. CenCor has engaged a collection agent to pursue recovery of such receivables assigned to the Company. As of December 31, 1997, CenCor has collected approximately $1,046,000 of the total $1,057,000 discharged interest due from the charged-off receivables. The balance of the discharged interest was collected in January, 1998 and CenCor has subsequently reassigned the charged-off receivables to Concorde.
Assets and Liabilities During the Liquidation Period
The Company's assets at December 31, 1997 consist primarily of cash and cash equivalents, an income tax receivable fund, and the escrow account established to secure the indemnification obligations of the Company to the buyer of the consumer finance business.
The Company's remaining liabilities at December 31, 1997 consist primarily of accounts payable and other accrued libilities, including the accrued additional payments due to the Company's officers and directors prior to liquidation. At December 31, 1997 the Company has also recorded a liability for the partial liquidating distribution payable to its shareholders on March 9, 1998. Further, at December 31, 1996, CenCor had outstanding long-term debt at a fair value of $5,681,000. As previously mentioned on May 30, 1997, CenCor had outstanding long-term debt by delivering approximately $6.4 million in U.S. Government Securities to its indenture trustee. 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 liabilities to estimated fair value under the liquidation basis of accounting. For information concerning the estimated fair values given these items by the Company and the methods and assumptions used to arrive at such values, see the Company's Financial Statements and the notes thereto.
Results of Operations
During the year ended December 31, 1997, the Company's sources of income consisted primarily of investment income, interest income on the Debenture, and collections from the Concorde charged-off receivables received in payment of accrued interest on the Debenture.
The Company's expenses during the year ended December 31, 1997 consisted mainly of salaries, including accrued additional payments due to its directors prior to liquidation, accretion of interest on the Company's long-term debt through May 30, 1997, professional and consulting fees, and other liquidating expenses. The company also incurred $1,157,000 for costs related to the purchase of its common stock and $7,225,000 for accrued expenses related to the partial liquidating distribution as previously discussed. The Company also recorded a reduction to income tax expense as a result of expected refunds from prior years income tax returns.
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 monitoring 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 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 all liabilities prior to any final distribution on its outstanding common stock. The Company believes that it has adequate reserves for all of its material known contingent, conditional, and unmature liabilities.
Liquidity and Capital Resources
Capital Obligations
The Company has no significant obligations for capital purchases.
Internal Revenue Service Examination
The Company's 1990, 1991, and 1992 federal income tax returns were examined by the Internal Revenue Service (IRS), which has proposed certain adjustments, a portion of which have been protested by the Company. The Company has recently reached a tentative agreement with the IRS. Based upon the tentative agreement, the Company's NOL carryforward for federal income tax purposes, at December 31, 1997 is expected to be approximately $30,000 and the Company's alternative minimum tax (AMT) credit carryforward is expected to be approximately $577,000.
The Company has recorded in other assets a net recoverable for income taxes of $595,000 (including a $100,000 refund for state income taxes) based upon the terms of the tentative agreement. Although no assurances can be made, the Company believes it will settle the IRS exam under the tentative agreement and that the amount of the net recoverable is reasonable.
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Item 8.
Item 8. Financial Statements and Supplementary Data
	 								 				Page CenCor, Inc.
Report of Independent Auditors		 12
Audited Consolidated Financial Statements:
Consolidated Statement of Net Assets in Liquidation		13
Consolidated Statement of Changes in Net Assets in Liquidation 	 14
Notes to Consolidated Financial Statements		 15
Report of Independent Auditors
The Board of Directors and Stockholders CenCor, Inc.
We have audited the accompanying consolidated statements of net assets in liquidation of CenCor, Inc. (the Company) as of December 31, 1997 and 1996, and the related statement of changes in net assets in liquidation for the years ended December 31, 1997 and 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As described in Note 1 to the financial statements, as a result of the Board of Directors' intent to liquidate effective December 31, 1995, the Company changed its basis of accounting from the going-concern basis to the liquidation basis.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets in liquidation of CenCor, Inc. as of December 31, 1997 and 1996, the changes in net assets in liquidation for the years ended December 31, 1997 and 1996, in conformity with generally accepted accounting principles applied on the basis described in the preceding paragraph.
Ernst & Young LLP March 12, 1998 Kansas City, Missouri
		Notes to Consolidated Financial Statements 		 (In Process of Liquidation) 		 December 31, 1997 and 1996
1.	Summary of Significant Accounting Policies
Basis of Presentation and Plan of Liquidation
The accompanying consolidated financial statements include accounts of CenCor, Inc. and its wholly-owned subsidiary Century Acceptance Corporation ("Century") (collectively, "the Company"). Effective June 30, 1995, the Company sold substantially all of the assets of Century its then 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 Liquidation, the officers and directors of CenCor are authorized to (i) dissolve CenCor, including the execution and filing of a Certificate 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. The Company's stockholders approved the Plan of Liquidation on September 12, 1996 at the Company's annual meeting of 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 liquidation basis of accounting. Accordingly, the statements of net assets in liquidation at December 31, 1997 and 1996, reflect 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 estimable.
Use of Estimates
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.
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 amounts reported in the statement of net assets in liquidation for cash and cash equivalents approximate their fair value.
	 	Concorde Career Colleges, Inc. ("Concorde") Securities: Other assets at December 31, 1996 include the fair value of CenCor's investments in Concorde based upon the terms of repayment as defined in the December 30, 1996 agreement (the "Fourth Amendment") with Concorde. See Note 3.
	Other Assets: The Company's other assets, excluding CenCor's investment in Concorde, are reported in the statement of net assets in liquidation at their fair values.
	Accounts Payable and Accrued Liabilities: The carrying amount reported in the statement of net assets in liquidation for accounts payable and accrued liabilities approximate 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 at December 31, 1996 was estimated using discounted cash flow analyses, based on the Company's current incremental borrowing rates for similar types of borrowing arrangements (10% at December 31, 1996). The fair value at December 31, 1996 reflects a conversion of the convertible notes in accordance with the bankruptcy plan and the Company's purchase of a portion of the outstanding long-term debt (see Note 4).
2. 	Litigation and Contingencies
Century was a defendant, along with a number of other consumer finance companies, in two class action lawsuits in the State of Alabama. The suits were filed by certain alleged borrowers of the defendant creditor/lenders and assert various violations. While Century denied the allegations, Century has settled the claims, in order to avoid time, expense, and uncertainty of litigation by agreeing to pay the class-action plaintiffs $295,000, which includes certain administrative costs of the settlements of the claims.
3. 	Other Assets
At December 31, 1996, the Company held a junior secured debenture (the "Debenture") of Concorde Career Colleges, Inc. ("Concorde") in the principal amount of approximately $2.4 million and 260,385 shares of Concorde's cumulative preferred stock (the "Preferred Stock"). Further, the Company held an unsecured debt of Concorde in the principal amount of approximately $190,000 (the "Unsecured Debt").
The Debenture, which was to have matured on July 31, 1997, called for principal and interest payments commencing June 30, 1996 based on a 10-year amortization schedule. Interest on the Debenture compounded and accrued quarterly at a variable rate not to exceed 12%. The Debenture further called for an additional contingent payment at the maturity of the Debenture in an amount equal to 25% of the amount by which the "market capitalization" of Concorde exceeded $3.5 million. The Preferred Stock, $.10 par value, had a per share liquidation preference of $10.00 per share. Cumulative quarterly dividends accrued at a rate equal to 73% of the then current interest rate on the Debenture. Dividends were to have accrued until such time as the Debenture was paid in full. While Concorde could redeem the Preferred Stock in whole or in part at liquidation value plus accrued cumulative dividends, the Preferred Stock did not provide for mandatory redemption.
On December 30, 1996, CenCor and Concorde amended the Restructuring, Security and Guaranty Agreement (the "Fourth Amendment") between the parties to facilitate the early redemption of the Preferred Stock and payment in full all of the obligations of Concorde to CenCor. The Fourth Amendment provided that if CenCor received a "repayment price" of approximately $4.8 million prior to February 28, 1997, inclusive of any Preferred Stock redemption payments and debt service payments on Debenture subsequent to September 30, 1996, that Debenture and the Unsecured Debt would be retired and the Preferred Stock redeemed in full.
During 1996, CenCor received $452,498 from Concorde in redemption of 39,615 shares of Preferred Stock and $411,890 in payments from Concorde on the Debenture.
In February 1997, CenCor retired in full of all of Concorde's debt obligations to CenCor and redeemed in full of all of the remaining shares of Preferred Stock in accordance with the terms of the Fourth Amendment. In exchange, CenCor agreed to release Concorde from all liabilities and obligations, except its continuing obligation to convey written- off receivables in connection with discharged interest, as described below.
In 1993 and 1994, Concorde agreed to assign certain charged-off receivables to CenCor in full payment of the accrued interest due on the Junior Secured Debenture through December 31, 1993 and 1994, respectively. 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 agreement with Concorde 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. CenCor has engaged a collection agent to pursue recovery of such receivables assigned to the Company. As of December 31, 1997, and December 31, 1996 CenCor has collected approximately $1,046,000, and $672,000 respectively, of the total $1,057,000 discharged interest due from the charged-off receivables. The balance of the discharged interest was collected in January, 1998 and CenCor has subsequently reassigned the charged-off receivables to Concorde.
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 ($5,549,000 and $5,277,000 at December 31, 1997 and December 31, 1996, 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.
As part of the sale, Century also assigned to the buyer its benefits, rights and interests (including interests in future insurance commissions receivable) in a service expense reimbursment agreement (the "SER Agreement(s)" with a third party. Century also agreed to indemnify the buyer in an amount up to $750,000 if it was determined that any of Century's rights under the SER Agreement were impaired as a result of the sale of Century's assets such that Century's buyer did not receive up to $750,000 in payments under the SER Agreement. During 1997, Norwest Financial, Inc. ("Norwest") acquired certain assets and liabilities of Fidelity including Fidelity's rights under the SER Agreement and to claims against the escrow. On March 2, 1998 Norwest agreed to relinquish and indemnification claims against the Company and the escrow related to payments under the SER Agreement.
On December 12, 1997 Fidelity also asserted a claim of approximately $2.5 million against the escrow account. Fidelity's claim is based upon a claim by a third party against Fidelity as Century's successor in interest for amounts allegedly due for reserves that were to be established by Century under certain agreements with the third party. While the company has agreed to indemnify Fidelity in this matter, the Company believes the third party's claim is without merit and is vigorously defending the third party claim.
Other assets at December 31, 1997 also include a $595,000 net income tax receivable refund from the Company's prior years federal and state income tax returns.
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 offered to retire all of its outstanding Non-Convertible Notes due July 1, 1999 at a cash price equal to 74% of their principal amount. Prior to the offer, the principal balance of the Non-Convertible Notes was $17,174,656. CenCor purchased and retired outstanding Non-Convertible Notes in the principal amount of $9,970,930 as of the November 18, 1996 offer expiration date at a cost of $7,374,415. The fair value of the non-tendered Non-Convertible Notes was $5,680,770 at December 31, 1996.
On May 30, 1997, pursuant to the indenture governing the Non- Convertible Notes, the Company delivered approximately $6.4 million in the U.S. government securities to the indenture trustee as an irrevocable pledge to defease the $7,203,726 outstanding principal amount of Non-Convertible Notes. Accordingly, long-term debt is not reflected in the financial statements at December 31, 1997.
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 December 31, 1997, 11,713 shares issuable remain unclaimed by the holders of the Convertible Notes.
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 December 31, 1997 and 1996. The outstanding share amount reflected in the financial statements assumes all 572,554 shares issued as a result ofthe conversion of the Convertible Notes are outstanding.
On June 13, 1997 CenCor commenced an offer to purchase 570,000 shares of its common stock at $8.75 per share. The offer expired on August 12, 1997 at which time CenCor paid $1,106,158 for 126,418 shares of its common stock. The outstanding shares at December 31, 1997 have been reduced by 126,418 to reflect the purchase and retirement by CenCor of its common stock on August 12, 1997.
On February 2, 1998 CenCor announced payment of a partial liquidating distribution on March 9, 1998 in the amount of $5.35 per share to common stockholders of record as of February 16, 1998. The Company distributed $7,159,049 on 1,338,140 outstanding shareholders of record of common stock on March 9, 1998.
The outstanding shares of common stock of 1,338,140 on February 16, 1998 is exclusive of 12,140 shares of common stock issuable to holders of Old NOtes who have failed to surrender their Old Notes. The Company has submitted an application to the Bankruptcy Court to confirm the Company's right to disregard recognition of the ownership rights claimed by holders of Old Notes in accordance with the 1993 plan of reorganization. However, as of the payment record date of February 16, 1998, three holders of Old Notes had notified the Company of their intention to file a motion with the Bankruptcy Court to request a late exchange of their Old Notes for Non-Convertible Notes, Convertible Notes, and common stock. The Company anticipates that the Bankruptcy Court will grant those motions and that those holders of Old Notes will be entitled to receive 53 shares of common stock as a result of the exchange of their Old Notes and the surrender of the convertible Notes. The partial liquidation distribution payable and the outstanding shares of common stock at December 31, 1997 includes the 531 shares, but does not include any amounts owed to the remaining holders of Old Notes.
Further, the outstanding shares of stock at February 16, 1998 that received the partial liquidating distribution on March 9, 1998 does not include 11,713 of common shares issuable to Convertible Noteholders who have failed to surrender their Convertible Notes in exchange for common stock. The Company is attempting to contact the unsurrendered Convertible Noteholders and advise them of the partial liquidating distribution that they would be entitled to receive upon surrender of their Convertible Notes. If the shares of common stock and partial liquidating distribution underlying the unsurrendered Convertible Notes are not claimed, the Company expects to release the unclaimed funds based upon the applicable escheat laws. As a result, the partial liquidation distribution payable and the outstanding shares of common stock reflected in the financial statements at December 31, 1997 includes the 11,713 shares and the resulting partial liquidating distribution due to the unsurrendered Convertible Noteholders.
6.	Income Taxes
The Company's 1990, 1991 and 1992 federal income tax returns were examined by the Internal Revenue Service (IRS), which has proposed certain adjustments, a portion of which have been protested by the Company. The Company has recently reached a tentative agreement with the IRS. Based upon the tentative agreement, the Company's net operating loss ("NOL") carryforward, for federal income tax purposed, at December 31, 1997 is expected to be approximately $30,000 and the Company's alternative minimum tax ("AMT") credit carryforward is expected to be approximately $577,000. The NOL carryforward expires on December 31, 2008and the AMT credit can be carried forward indefinitely.
The Company has recorded in other assets a net recoverable for income taxes of 595,000 (including a $100,000 refund for state income taxes) based upon the terms of the tentative agreement. Although no assurances can be made, the Company believes it will settle the IRS exam under the tentative agreement and that the amount of the net recoverable is reasonable.
7. 	Stock Option Plan
In 1993, CenCor granted 90,000 phantom share options to certain officers of CenCor. For each option exercised, the holders were granted the right to receive a cash payment equal to the excess, if any, over $1.00 per share of the greater of (i) the closing price of the Common Stock on the NASDAQ National Market (as determined on the date the option is exercised), (ii) the stockholders' equity of CenCor at the end of its most recent fiscal quarter, or (iii) the aggregate distributions per share received by CenCor's stockholders in the event CenCor is liquidated.
During 1996, 65,000 phantom share options were exercised by the holders at a per share value of $11.17. The per share value represented the difference between the Company's estimated net assets in liquidation per share at December 31, 1995 and $1.00 per share. A liability for $ 287,600 has been recorded at December 31, 1996 for the remaining 25,000 phantom share options. In January 1997 the remaining 25,000 phantom share options were exercised at a per share value of $11.17.
The Company had 50,000 Stock Appreciation Rights (SARs) outstanding to certain officers of the Company at December 31, 1995. The SARs permit the holders to receive a cash payment of the excess of the fair value of Century's stock at the date of exercise over the fair value of Century's stock as of the date of grant. As a result of the sale of Century during 1995, the holders of the SARs became entitled to payment. The fair market value of Century's stock has been determined as the net proceeds from the sale less liabilities retained by Century. $505,500 of the payment due on the SARs was disbursed in January of 1996 and an additional $105,000 was disbursed in July of 1996 and $69,000 was disbursed in July of 1997. The liability related to the SARs was $32,000, and $98,000 at December 31, 1997 and December 31, 1996 respectively. The remaining liability is scheduled to be paid in July of 1998.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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				PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
	The following tables set forth the names of the directors of the registrant and certain related information as of December 31, 1997. Pursuant to the Plan of Liquidation, each of the directors is entitled to serve until the Plan of Liquidation is fully implemented.
	 The Board of Directors of CenCor held three meetings and acted by unanimous written consent on no occasions during the last fiscal year. Standing committees, consisting of the Special Committee and the Audit Committee, held one meeting 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. CenCor's Board of Directors does not have a nominating committee. The Special Committee considers the adequacy of CenCor's internal controls and procedures and may 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.
	In addition to Jack L. Brozman, the following person also serves as an executive officer of the Company as of December 31, 1997.
Disclosure of Delinquent Files
	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.
	Edward Bauer and Marvin Riesenbach, failed to timely file Form 4's with respect to the transfer shares of CenCor common stock to CenCor during 1997. Form 5's reflecting these transactions were subsequently filed, on an untimely basis, with the Securities and Exchange Commission.
	The Estate of Robert F. Brozman and Jack L. Brozman failed to timely file a Form 4 with respect to the transfer of CenCor common stock to CenCor during 1996. A Form 5 reflecting this transaction has been filed.
Item 11.
Item 11. Executive Compensation.
Summary Compensation Table
	The following table sets forth information as to the compensation of the Chief Executive Officer and each of the other executive officers of CenCor and Century whose total annual salary and bonus exceeded $100,000, during the year ended December 31, 1997 for services in all capacities to CenCor and its subsidiaries in 1995, 1996, and 1997.
Option Exercises and Fiscal Year-End Option Value Table
	The following table provides information with respect to the named executive officers concerning options exercised during 1997 and unexercised options held as of December 31, 1997.
Compensation of Directors
	Each non-officer/director of CenCor is paid an annual retainer of $25,000 plus a fee (based on time spent on corporate matters, including attendance at board and committee meetings) and expenses.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
	The following table sets forth, with respect to CenCor common stock (the only class of voting securities), the only persons known to be a beneficial owner of more than five percent (5%) of any class of CenCor voting securities as of March 10, 1998.
	 The following table sets forth, with respect to CenCor 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 March 10, 1998.
Item 13.
Item 13. Certain Relationships and Related Transactions
	The Company currently subleases its approximately 800 sq. feet office space from Concorde on a month to month basis. The Company pays rentof $990 per month for the space.
	 	 Jack L. Brozman, who is Chairman of the Board of CenCor and Century, is Chairman of the Board of Concorde. Mr. Brozman owns 171,724 shares of Concorde (2.5% of the outstanding class). As sole fiduciary for the the Robert F. Brozman Trust (he is one of the beneficiaries of the trust), he owns 2,435,324 shares of Concorde common stock (36% of the outstanding class).
During 1997, the Board determined that, in addition to the regular directors' fees paid to each member of the Board of Directors, each Director shall receive a payment equal to $75,000 immediately prior to the final distribution of the liquidation proceeds to the shareholders of the Company as additional consideration for the performance of services to the Company between 1993 and the final distribution of the liquidation proceeds to the Company's shareholders. In addition, Terri Rinne, Vice President of the Company, will receive a bonus of $100,000 if she is still employed by the Company on the date of Company makes its final liquidation distribution to its shareholders. The purpose of the additional payments and the bonus is to encourage these individuals to continue in their service to the Company through the Company's final liquidation.
				PART IV
Item 14.
Item 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K.
(a)	The following documents are filed as part of this Annual Report on Form 10-K.
	The following Consolidated Financial Statements of CenCor, Inc. and Subsidiaries are included in Item 8:
		Consolidated Statement of Net Assets in Liquidation.
Consolidated Statement of Changes in Net Assets in 	 Liquidation.
		Note to Consolidated Financial Statements
	(ii)	Exhibits.
Exhibit Number Description
2.1 Plan of Dissolution and Liquidation (Incorporated by 	 reference--Exhibit 2 to the Company's Schedule 14-A dated August 15, 1996)
3.1 Certificate of Incorporation and all Amendments 	 thereto through August 31, 1990. (Incorporated by 	 reference--Exhibit 3(a) to the Company's Annual 	 Report on Form 10-K for the year ended December 	 31, 1990.)
3.2 Bylaws amended through July 29, 1991. 	 (Incorporated by reference--Exhibit 3(a) to 	 the Company's Annual Report on Form 10-K for 	 the year ended December 31, 1991.)
4.1 Specimen common stock certificate. (Incorporated 	 by reference--Exhibit 4(a) to the Company's Annual 	 Report on Form 10-K for the year ended December 	 31, 1990.)
4.2 Certificate of Incorporation and all Amendments and 	 Amended and Restated Bylaws. (Incorporated by 	 reference--Exhibit 3(a) to the Company's Annual 	 Report on Form 10-K for the year ended December 31, 	 1990 and included as Exhibit 3(b) hereto.)
10.3 Stock Appreciation Agreement with Jack Brozman 	 dated October 4, 1994. (Incorporated by reference 	 --Exhibit 10(j) to the Company's Annual Report on 	 Form 10-K for the year ended December 31, 1994.)
10.4 Minutes of Compensation Committee dated February 7, 	 1995 relating to amendments to Stock Appreciation 	 Agreements. (Incorporated by reference--exhibit 10(k) 	 to the Company's Annual Report on Form 10-K for the 	 year ended December 31, 1994.
10.5 Mutual Release between First Portland Corporation, 	 FP Holdings, Inc. and Leonard and Sharlene Ludwig, 	 Arthur and Phyllis Levinson, CEL-CEN Corp. and CenCor, 	 Inc. dated February 14, 1995. (Incorporated by 	 reference--Exhibit 10(l) to the Company's Annual 	 Report on Form 10-K for the year ended December 31, 1994.)
10.8 Purchase Agreement dated May 19, 1995 by and among 	 CenCor, Century and Fidelity Acceptance Corporation. 	 (Incorporated by reference--Exhibit 10.13 to the Company's 	 Annual report on Form 10-K for the year ended December 31, 1995.)
10.9 Employment Agreement dated July 3, 1995 between 	 CenCor and Jack Brozman. (Incorporated by reference-- 	 Exhibit 10.14 to the Company's Annual report on Form 	 10-K for the year ended December 31, 1995.)
21 Subsidiaries of the Registrant.
27 Financial Data Schedule.
(b) 	Reports on Form 8-K:
		No reports on Form 8-K were filed during the quarter ending 		December 31, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 159(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this reportto be signed on its behalf by the undersigned, thereunto duly authorized.
				CENCOR, INC.
				By: /s/ Jack L. Brozman 				Jack L. Brozman 				Chairman of the Board
Date: April 8, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities and on the dates indicated.
By: /s/ Jack L. Brozman April 8, 1998 	Jack L. Brozman 				(Chairman of the Board, 	 				Chief Executive Officer 				and Director)
By: /s/ Terri L. Rinne April 8, 1998 	Terri L. Rinne 		 		(Vice President and 				Chief Financial Officer)
			 By: /s/ Edward G. Bauer, Jr. April 8, 1998 				Edward G. Bauer, Jr. 			(Director)
By: /s/ George L. Bernstein April 8, 1998 	George L. Bernstein 				(Director)
By: /s/ Marvin S. Riesenbach April 8, 1998 	Marvin S. Riesenbach 				(Director)