-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UIOkyiQyCW546L+ckbpsY+ggXZe37DejDw510fBJDCTL185vdyqbW0HawPRV67Ci qSvaWXWHwJiiJqMxXUIvCw== 0000890566-96-001663.txt : 19961023 0000890566-96-001663.hdr.sgml : 19961023 ACCESSION NUMBER: 0000890566-96-001663 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961022 SROS: NASD SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33456 FILM NUMBER: 96646346 BUSINESS ADDRESS: STREET 1: 1100 MAIN STREET SUITE 2350 STREET 2: P O BOX 26098 CITY: KANSAS CITY STATE: MO ZIP: 64196-6098 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASS A BARON III CENTRAL INDEX KEY: 0001002810 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5005 LBJ FREEWAY STREET 2: SUITE 1130 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 9722338778 MAIL ADDRESS: STREET 1: 5005 LBJ FREEWAY STREET 2: SUITE 1130 CITY: DALLAS STATE: TX ZIP: 75244 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CENCOR, INC. (Name of Issuer) COMMON STOCK, $1.00 PAR VALUE (Title of Class of Securities) 151310406 (CUSIP Number) A. Baron Cass III 5005 LBJ Freeway Suite 1130, LB 119 Dallas, Texas 75244 (972) 233-8778 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 11, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. Page 1 of 6 Pages (1) Name of Reporting Person. A. Baron Cass III S.S. or I.R.S. Identification ###-##-#### No of Above Person (2) Check the Appropriate Box if a (a) Member of a Group (See instructions) (b) X (3) SEC Use Only (4) Source of Funds (See instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization U.S.A. Number of Shares (7) Sole Voting Power 24,704 Beneficially Owned By Each Reporting Person With (8) Shared Voting Power 109,688 (9) Sole Dispositive Power 24,704 (10) Shared Dispositive Power 109,688 (11) Aggregate Amount Beneficially 134,392 Owned by Each Reporting Person (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) (13) Percent of Class Represented by 9.6% Amount in Row (11) (14) Type of Reporting Person (See IN Instructions) --------------------- -2- ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D (the "Statement") relates to shares of the common stock, $1.00 par value (the "Common Stock"), of Cencor, Inc. (the "Issuer"), whose principal executive offices are located at City Center Square, 1100 Main Street, Suite 416A, Post Office Box 26098, Kansas City, Missouri, 64196. ITEM 2. IDENTITY AND BACKGROUND (a)-(c) This Statement is filed by A. Baron Cass III, a natural person ("Reporting Person"), whose business address is located at 5005 LBJ Freeway, Suite 1130, LB 119, Dallas, Texas 75244. The Reporting Person is self-employed as an investment manager. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which resulted in the Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Each of the shares of Common Stock to which this Statement relates were purchased in cash by using the personal funds of either (i) the Reporting Person, (ii) Dorris M. Cass, the mother of the Reporting Person, or (iii) Darlene G. Cass, the wife of the Reporting Person, as applicable, or by using the trust funds of either (i) the A. Baron Cass, III Children's Trust, (ii) the Prime Petroleum Inc. Profit Sharing Trust, or (iii) the Sands Partnership #1 Money Purchase Pension Trust, as applicable. ITEM 4. PURPOSE OF TRANSACTION The shares of Common Stock to which this Statement relates were purchased solely for investment purposes. Depending on its evaluation of the Issuer, other investment opportunities, market conditions, and such other factors as he may deem material, the Reporting Person may seek to acquire additional shares of Common Stock in the open market, in private transactions, -3- or otherwise, or may dispose of all or a portion of the shares of Common Stock beneficially owned by him. Except as set forth above, the Reporting Person has no plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(b) For purposes of Rule 13d-3, as of October 11, 1996, the Reporting Person may may be deemed to beneficially own 134,392 shares of Common Stock, representing approximately 9.6% of the Common Stock outstanding. According to the definitive proxy statement on Schedule 14A filed by the Issuer on August 16, 1996, a total of 1,395,405 shares of Common Stock were then issued and outstanding. The Reporting Person has the sole power to vote and the sole power to dispose of 24,704 shares of Common Stock (representing approximately 1.8% of the Common Stock outstanding) directly owned by his IRA Rollover Account #2. The Reporting Person shares the power to vote and the power to dispose with respect to 10,000 shares of Common Stock (representing approximately 0.7% of the Common Stock outstanding) with Dorris M. Cass, who is the mother of the Reporting Person and who owns such 10,000 shares of Common Stock directly. The Reporting Person disclaims beneficial ownership of such shares. The Reporting Person shares with Darlene G. Cass, who is the wife of the Reporting Person, the power to vote and the power to dispose with respect to 32,632 shares of Common Stock (representing approximately 2.3% of the Common Stock outstanding), 27,207 shares of which are owned directly by the A. Baron Cass III Children's Trust, and 5,425 shares of which are owned directly by the Prime Petroleum Inc. Profit Sharing Trust. Darlene G. Cass and the Reporting person are the sole trustees of the A. Baron Cass III Children's Trust and of the Prime Petroleum Inc. Profit Sharing Trust. The Reporting Person disclaims beneficial ownership of such shares. The Reporting Person also shares with Robert L. Swisher, Jr. the power to vote and the power to dispose with respect to 67,056 shares of Common Stock (representing approximately 4.8% of the Common Stock outstanding) which are owned directly by the Sands #1 Money Purchase Pension Trust. The Reporting Person and Robert L. Swisher, Jr. are the sole trustees of the Sands #1 Money Purchase Pension Trust. The Reporting Person disclaims beneficial ownership of such shares. -4- (c) On August 14, 1996, the Prime Petroleum Inc. Profit Sharing Trust purchased 3,750 shares of Common Stock at $6.50 per share in the over the counter market. On August 14, 1996, the Sands Partnership #1 Money Purchase Pension Trust purchased 3,750 shares of Common Stock at $6.50 per share in the over the counter market On September 12, 1996, the Sands Partnership #1 Money Purchase Pension Trust purchased 3,000 shares of Common Stock at $6.625 per share in the over the counter market On September 19, 1996, the Sands Partnership #1 Money Purchase Pension Trust purchased 4,256 shares of Common Stock at $6.50 per share in the over the counter market. On September 27, 1996, the Sands Partnership #1 Money Purchase Pension Trust purchased 5,000 shares of Common Stock at $6.75 per share in the over the counter market. On October 11, 1996, the A. Baron Cass, III Children's Trust purchased 27,207 shares of Common Stock at $6.75 per share in the over the counter market. On October 11, 1996, Dorris M. Cass purchased 10,000 shares of Common Stock at $6.75 per share in the over the counter market. On October 11, 1996, the Sands Partnership #1 Money Purchase Pension Trust purchased 37,207 shares of Common Stock at $6.75 per share in the over the counter market. (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer that are applicable to Item 6 of this Statement. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS Not Applicable. -5- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 21, 1996 /s/ A. BARON CASS III A. Baron Cass III -6- -----END PRIVACY-ENHANCED MESSAGE-----