Core Technologies Pennsylvania Inc – ‘PRER14C’ on 8/1/95

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Revised Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14C     Revised Preliminary Information Statement             44±   208K 
 2: EX-99.1     Miscellaneous Exhibit                                 32±   146K 
 3: EX-99.2     Amendment #1                                           5±    19K 

PRER14C   —   Revised Preliminary Information Statement
Document Table of Contents

PRELIMINARY COPY        

CENTERCORE LOGO       

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS        
TO BE HELD AUGUST 24, 1995        

TO THE STOCKHOLDERS:                                                            

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of         
CenterCore, Inc. (the "Company") will be held at the offices of Maris           
Equipment Company, Inc. at 110 Summit Drive, Exton, PA 19341 on                 
Thursday, August 24, 1995 at 9:00 a.m., local time, for the following           
purposes:                                                                       

1.   To elect three directors;                                            

2.   To consider and vote upon a proposal  to amend the 1993 Stock        
Option Plan;                                                                    

3.   To consider and vote upon a proposal for the sale of                 
substantially all of the assets of the Company's office furnishings             
business, including the office seating business operated by the                 
Company's subsidiary, Corel Corporate Seating, Inc.; and                        

4.   To transact such other business as may properly come before the      
meeting or any adjournment or adjournments thereof.                             

The Board of Directors has established the close of business on June      
27, 1995 as the record date for the determination of stockholders               
entitled to notice of and to vote at the meeting or any adjournments            
thereof.                                                                        

The accompanying Information Statement is furnished on behalf of the      
Board of Directors of the Company to provide notice of the Company's            
Annual Meeting of Stockholders.  WE ARE NOT ASKING YOU FOR A PROXY AND          
YOU ARE REQUESTED NOT TO SEND US A PROXY.                                       

By order of the Board of Directors,   

GEORGE E. MITCHELL                    
President and Chief Executive Officer 

110 Summit Drive                                                                
Exton, PA  19341                                                                

August   , 1995                                                                 

PRELIMINARY COPY          

CENTERCORE, INC.          
110 Summit Drive            
Exton, PA 19341             

WE ARE NOT ASKING YOU FOR A PROXY AND         
YOU ARE REQUESTED NOT TO SEND US A PROXY.         

INFORMATION STATEMENT         

This Information Statement is furnished on behalf of the Board of         
Directors of CenterCore, Inc. (the "Company") to provide notice of the          
Annual Meeting of Stockholders to be held on August 24, 1995 (such              
meeting and any adjournment or adjournments thereof referred to as the          
"Annual Meeting") for the purposes set forth in the accompanying Notice         
of Annual Meeting of Stockholders and in this Information Statement.            
This Information Statement is being mailed to stockholders on or about          
August   , 1995.                                                                

Voting Securities                                                               

Only the holders of shares of common stock, par value $.01 per share      
(the "Common Stock"), and Series A Redeemable Convertible Preferred             
Stock, par value $.01 per share (the "Series A Shares"), of the Company         
of record at the close of business on June 27, 1995 (cumulatively, the          
"Shares") are entitled to receive notice of, and to vote at, the Annual         
Meeting.  On that date, there were 10,437,326 shares of Common Stock and        
15,000 Series A Shares outstanding and entitled to be voted at the              
Annual Meeting.  Each share of Common Stock is entitled to vote for up          
to three persons as directors and to cast one vote on each other matter         
to be considered.  Each Series A Share is entitled to cast one vote for         
each share of Common Stock into which such Series A Shares can be               
converted.  At June 27, 1995, each Series A Share was convertible into          
100 shares of Common Stock.                                                     

The three nominees receiving the highest number of affirmative votes      
of the Shares present or represented and entitled to be voted shall be          
elected as directors.  The approval of the adoption of the proposed             
amendment to the 1993 Stock Option Plan requires the affirmative vote of        
a majority of the votes cast at a meeting at which a quorum is present,         
either in person or by proxy, and voting on such amendment.  Approval of        
the proposal to adopt a resolution for the sale of substantially all of         
the assets of the Company's office furnishings business, including the          
office seating business operated by the Company's subsidiary, Corel             
Corporate Seating, Inc., requires the affirmative vote of a majority of         
the outstanding Shares entitled to vote at the Annual Meeting.  At June         
27, 1995, Safeguard Scientifics (Delaware), Inc., the majority                  
stockholder of the Company, was the holder of 6,744,757 shares of Common        
Stock and 15,000 Series A Shares and has advised the Company that it            
intends to vote its Shares in favor of the election of the named                
nominees and in favor of proposals 2 and 3.                                     

A majority of outstanding Shares will constitute a quorum for the               
transaction of business at the Annual Meeting.  Votes withheld from any         
director, abstentions and broker non-votes will be counted for purposes         
of determining the presence of a quorum for the transaction of business         
at the Annual Meeting.  Abstentions are counted in tabulations of the           
votes cast on proposals presented to stockholders.  Broker non-votes are        
not counted for purposes of determining whether a proposal has been             
approved.                                                                       

Stockholder Proposals for 1996 Annual Meeting                                   

Stockholders intending to present proposals at the next Annual            
Meeting of Stockholders to be held in 1996 must notify the Company of           
the proposal no later than March 8, 1996.                                       

Securities Ownership of Certain Beneficial Owners and Management                

The following table sets forth as of June 15, 1995, the Company's         
Common Stock beneficially owned by each person known to the Company to          
be the beneficial owner of more than 5% of the outstanding Common Stock,        
and the number of shares of Common Stock owned beneficially by each             
director, by each named executive officer, and by all executive officers        
and directors as a group.  In addition to the information regarding the         
Company's Common Stock listed below, as of June 15, 1995, there were            
15,000 Series A Shares issued and outstanding.  All of such Series A            
Shares are owned of record by Safeguard Scientifics (Delaware), Inc., a         
wholly owned subsidiary of Safeguard Scientifics, Inc. ("Safeguard"),           
and consequently are beneficially owned by Safeguard.  The following            
table does not take into account the agreement of Safeguard to                  
contribute 2,000,000 shares of Common Stock to the Company and to sell          
2,500,000 shares of Common Stock to Company management.  After                  
consummation of these transactions, Safeguard's ownership will be               
reduced to 37.7% of the outstanding Common Stock, and the officers and          
directors as a group will own 36.8% of the outstanding Common Stock.            

                        Number of             Percent of
                   Shares Owned(1)             Class
                     ---------------          ----------
Safeguard Scientifics, Inc.                                                     
800 The Safeguard Building                                                  
435 Devon Park Drive                                                        
Wayne, PA  19087 (2)              8,244,757                69.1%            
George E. Mitchell (3)                651,250                 6.2%              
110 Summit Drive                                                            
Exton, PA  19341                                                            
Anthony A. Nichols (4)                 29,688                    *              
Richard P. Richter (4)                  5,100                    *              
Michael H. Pelosi III(4)               47,500                    *              
Officers and directors                                                          
as a group (5 persons)(5)           801,038                 7.6%            
----------------                                                                

(*)   Less than 1%.                                                             

(1)   Except as otherwise disclosed, the nature of beneficial ownership         
is the sole power to vote and to dispose of the shares (except for              
shares held jointly with spouse).                                               

(2)   Safeguard Scientifics (Delaware), Inc. is the record owner of             
6,744,757 shares of Common Stock and 15,000 Series A Shares, which are          
presently convertible into 1,500,000 shares of Common Stock.  Such              
shares are beneficially owned by Safeguard.  All of the shares                  
beneficially owned by Safeguard have been pledged by Safeguard as               
collateral in connection with its bank line of credit.                          

(3)   Includes 300,000 shares of Common Stock held by Mr. Mitchell's            
spouse.                                                                         

(4)   Includes for Messrs. Nichols, Richter and Pelosi 5,000 shares,            
5,000 shares and 37,500 shares, respectively, which may be acquired             
pursuant to stock options which are currently exercisable or which will         
become exercisable by August 14, 1995.                                          

(5)   Includes 115,000 shares which may be acquired pursuant to stock           
options which are currently exercisable or which will become exercisable        
by August 14, 1995.                                                             

1.  ELECTION OF DIRECTORS         

The Board has nominated the individuals set forth below for election      
as directors of the Company, to hold office until the Annual Meeting of         
Stockholders in 1996 and until their successors are elected and have            
qualified.   All of the nominees are presently serving as directors of          
the Company and have consented to serve if elected.                             

                                                        [Enlarge/Download Table]

                    Principal Occupation and Business              Has Been a         
     Name           Experience During Last Five Years             Director Since  Age 
     ----           ---------------------------------             --------------  --- 
                                                                                      
George E. Mitchell  President, Chairman and Chief Executive                           
                    Officer of the Company                             1984        57 
Anthony A. Nichols  President, The Nichols Company, which owns,                       
                    manages and leases commercial office and                          
                    industrial space(1)(2)                             1988        55 
Richard P. Richter  President Emeritus, Ursinus College(1)(3)(4)       1989        64 


----------                                                                      

(1)   Member of the Audit Committee.                                            

(2)   Member of the Compensation Committee.                                     

(3)   Member of the Stock Option Committee.                                     

(4)   Prior to January 1995, Mr. Richter was President of Ursinus               
College.                                                                        

Committees and Meetings of the Board of Directors                               

The Board of Directors held five meetings in 1994.  The Company's         
Board of Directors has appointed standing Audit, Compensation and Stock         
Option Committees.  The Audit Committee, which met once in 1994, is             
authorized to conduct such reviews and examinations as it deems                 
necessary or desirable with respect to the practices and procedures of          
the independent accountants, the scope of the audit, accounting                 
controls, practices and policies, the recommendation to the Board of the        
independent accountants to be selected, and the relationship between the        
Company and the independent accountants, including the availability of          
Company records, information and personnel.   The Compensation                  
Committee, which met once during 1994, fixes compensation levels,               
including incentive compensation for all officers and other principal           
employees.  The Stock Option Committee, which administers the Company's         
stock option plans, did not meet during 1994.  The Board does not have a        
Nominating Committee.  All of the directors attended at least 75% of the        
Board and committee meetings of which they were members.                        

Directors' Compensation                                                         

Directors are elected annually and hold office until their successors     
are elected and have qualified or until their earlier resignation or            
removal.  Directors who are not employees of the Company or Safeguard           
Scientifics, Inc. are paid a quarterly fee of $1,000 and $400 for each          
Board meeting attended, including committee meetings attended on a date         
other than a Board meeting date.                                                

The Company also maintains a stock option plan for Non-Employee           
Directors (the "Directors' Plan") which provides for the grant of               
options to directors not otherwise employed by the Company, its parent          
or any of its subsidiaries ("Eligible Director").  Each Eligible                
Director receives, as of the date such person first becomes an Eligible         
Director, an option to purchase 5,000 shares of the Company's Common            
Stock at an option exercise price equal to the asked price of the Common        
Stock on the date of grant as reported in the National Association of           
Securities Dealers Automated Quotations System.  All options granted            
under the Directors' Plan vest in four equal annual installments                
beginning on the first anniversary of the date of option grant and have         
a term of seven years.  No options were granted to or exercised by an           
Eligible Director during 1994.                                                  

REPORT OF THE BOARD COMPENSATION COMMITTEE                  

The Compensation Committee of the Board of Directors (the                 
"Committee") determines compensation levels, including incentive                
compensation, for the executives of the Company.  Anthony A. Nichols is         
presently serving as the sole member of the Compensation Committee.             
Charles A. Root was a member of the Compensation Committee until his            
resignation from the Board of Directors in April 1995.                          

Executive Compensation Policies                                                 

The Company was and is in a highly competitive industry.  In order to     
succeed, the Company believes that it must be able to attract and retain        
qualified executives, promote among them the economic benefits of stock         
ownership in the Company, and motivate and reward executives who, by            
their industry, loyalty and exceptional service, make contributions of          
special importance to the success of the business of the Company.  The          
Company has structured its executive compensation program to support the        
strategic goals and objectives of the Company.                                  

Base compensation levels and benefits for executives generally had              
been set in previous years to be between the lower end and the midpoint         
of the scale of compensation paid by comparable companies in the                
Company's principal industry.  Conversely, incentive programs were              
regarded to be above the midpoint of the scale in the industry.  In             
pursuing this philosophy, the Company believed it could keep the fixed          
component of the compensation package at reasonable levels while                
incenting its key executives and managers to achieve better than average        
results.  Therefore, the total cash compensation plan is made up of a           
lower base and higher incentive opportunity which in total would be             
competitive with comparable companies in the industry if the Company's          
objectives are achieved.  For the purpose of establishing these levels,         
the Company had reviewed an evaluation by an independent compensation           
consultant of various published industry salary surveys.  In setting            
executive compensation packages for 1994, the Committee considered an           
evaluation of executive compensation levels for comparably-sized                
companies in the electrical contracting industry, rather than in the            
office furnishings industry.                                                    

Annual cash bonuses are based on return on assets and individual          
performance.  At the beginning of each year, the Committee approves a           
target range of return on assets, and a range of potential bonus amounts        
for the chief executive officer and each other executive officer, stated        
as a percentage of base salary.  Performance bonuses are awarded at             
year-end based on the actual return on assets compared to the target            
range of return on assets, and the achievement of individual objectives         
and individual contributions during the year to the achievement by the          
Company of its financial and strategic objectives as set forth in the           
Company's annual strategic plan.                                                

Grants of Company stock options are intended to align the interests       
of executives and key employees with the long-term interests of the             
Company's stockholders, and to encourage executives and key employees to        
remain in the Company's employ.  Generally, grants are not made in every        
year, but are awarded subjectively based on a number of factors,                
including the pre-tax operating earnings of the Company, the                    
individual's contributions to the achievement of the Company's financial        
and strategic objectives, and the amount and remaining term of options          
already held by an individual.  The Stock Option Committee of the Board         
administers the Company's stock option plan.  No options were granted by        
the Stock Option Committee to the Company's executive officers for              
services rendered in 1994.                                                      

CEO Compensation                                                                

The Compensation Committee authorized an increase in Mr. Mitchell's       
1994 base salary to $140,000.  However, based on the Company's                  
performance during the first quarter and its cash flow problems, in             
April 1994, Mr. Mitchell initiated a 16% reduction in his salary in             
order to conserve Company resources.  Since the Company failed to               
achieve the established target range of return on assets during 1994, no        
bonus was paid for 1994 to Mr. Mitchell.                                        

Other Executive Compensation                                                    

The Compensation Committee re-set executive salaries for 1994 for         
certain executives based on its review of executive compensation in the         
electrical contracting industry.  However, based on the Company's               
performance during the first quarter and its cash flow problems, in             
April and May 1994, all executives accepted salary reductions in order          
to conserve Company resources.  Since the Company failed to achieve the         
established target range of return on assets during 1994, no bonuses            
were paid to any of the Company's executive officers for 1994.                  

By the Compensation Committee:                                                  

Anthony A. Nichols                                                              

Summary Compensation of Executive Officers                                      

The following table sets forth information concerning compensation        
paid to the Chief Executive Officer and to each other person who was an         
executive officer of the Company at any time during 1994 and whose              
salary and bonus exceeded $100,000 in 1994.                                     

                                                        [Enlarge/Download Table]

                                               Summary Compensation Table                                                         
--------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                          Long Term               
                                                                    Annual Compensation                  Compensation             
                                                      ------------------------------------------------   ------------             
                                                                                                            Awards                
                                                                                                         ------------             
                                                                                                          Securities              
                                                                                          Other Annual    Underlying   All Other  
                                                                                          Compensation     Options/     Compensa- 
Name and Principal Position            Year           Salary ($)(1)      Bonus ($)(2)         ($)(3)        SARS (#)   tion ($)(4)
--------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                  
George E. Mitchell,                     1994            $125,354           $      0          $ 13,816          0         $ 33,787 
President,  Chairman and                                                                                                          
Chief Executive Officer                 1993             130,001                  0            13,350          0           36,084 
                                        1992             129,000            129,000            10,795          0           33,141 
--------------------------------------------------------------------------------------------------------------------------------- 
Michael H. Pelosi III,                  1994            $130,961           $      0          $      0          0         $      0 
President, Airo Clean, Inc.(5)                                                                                                    
--------------------------------------------------------------------------------------------------------------------------------- 


(1)   Includes annual compensation which has been deferred by the named         
executives pursuant to the Company's 401(k) Tax Deferred Retirement and         
Incentive Plan ("401(k) Plan").                                                 

(2)   A portion of the cash bonus listed above for services rendered in         
1992 was paid in 1993.                                                          

(3)   Represents amounts reimbursed during the fiscal year for the              
payment of taxes.  Perquisites and other personal benefits did not              
exceed the lesser of $50,000 or 10% of any executive officer's salary           
and bonus and accordingly have been omitted from the table as permitted         
by the rules of the Securities and Exchange Commission.                         

(4)   The stated amounts for fiscal 1994 include the following amounts          
for each named executive officer:  Company contributions under the              
401(k) Plan -- Mr. Mitchell, $1,216; Mr. Pelosi, $0; term life and              
disability premiums -- Mr. Mitchell, $24,563;  Mr. Pelosi, $0; current          
dollar value of benefits to the named executives of the remainder of            
split-dollar premiums paid by the Company -- Mr. Mitchell, $6,581; Mr.          
Pelosi, $0.                                                                     

(5)   Mr. Pelosi was elected as an executive officer of the Company  in         
mid-1994.                                                                       

Stock Options                                                                   

The Company did not grant any stock options or stock appreciation         
rights to its Chief Executive Officer or its other named executive              
officer during 1994.  The following table sets forth information with           
respect to the number of unexercised options and the value of                   
unexercised in-the-money options at December 31, 1994.                          

                                                        [Enlarge/Download Table]

                      Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values                            
--------------------------------------------------------------------------------------------------------------------------------- 
                                                                  Number of Securities                                            
                                   Shares                         Underlying Unexercised               Value of Unexercised       
                                  Acquired                        Options/SARs at Fiscal             in-the-Money Options/SARs    
                                     on                               Year-End ($)(1)                at Fiscal Year-End (#)(1)    
                                  Exercise         Value                                                                          
Name                                (#)          Realized($)     Exercisable   Unexercisable       Exercisable       Unexercisable
--------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                  
George E. Mitchell                   0             $     0              0              0             $     0              $     0 
--------------------------------------------------------------------------------------------------------------------------------- 
Michael H. Pelosi III                0             $     0         27,500         17,500             $     0              $     0 
--------------------------------------------------------------------------------------------------------------------------------- 

Employment Contracts and Termination of Employment and Change-in-Control        
Arrangements.                                                                   

In connection with the acquisition of the assets of Airo Clean            
Engineering, Inc. in 1993, Airo Clean, Inc. entered into a five-year            
employment agreement with Michael H. Pelosi III providing for his               
employment through February 1, 1998 as President of Airo Clean, Inc. at         
a minimum base salary of $100,000 per year, which was subsequently              
increased to $137,500 per year.  The agreement also provided for Mr.            
Pelosi to receive an incentive payment each year equal to 3.75% of Airo         
Clean's net income, before allocated expenses and taxes, in excess of           
$150,000 per year.  Airo Clean did not achieve this target in 1994, and         
consequently Mr. Pelosi did not receive any incentive payment for 1994.         
In May 1994, in recognition of the Company's liquidity problems, Mr.            
Pelosi accepted a temporary salary reduction for the balance of 1994 in         
order to conserve Company resources.  Upon the termination of Mr.               
Pelosi's employment for reasons other than just cause or voluntary              
resignation, he will be entitled to receive an amount equal to his base         
salary for the balance of the term of the agreement. Pursuant to this           
agreement, Mr. Pelosi has agreed to refrain from competing with the             
Company until the earlier of February 1, 1998 or two years after the            
termination of his employment.                                                  

STOCK PERFORMANCE GRAPH           

The following chart compares the cumulative total stockholder return      
on the Company's Common Stock for the period December 31, 1989 through          
December 31, 1994 with the cumulative total return on the NASDAQ Index          
and the cumulative total return for a peer group index for the same             
period.  Because the Company has discontinued its furnishings                   
operations, the Company has selected as a new peer group SIC Code 1731--        
Electrical Contractors, which is the primary industry in which the              
Company is continuing to operate.                                               

The following table of numbers were used to generate the graphic chart          
in the printed piece.                                                           

200                                                                             
180                                                                             
160                                                                             
140                                                                             
120                                                                             
100                                                                             
80                                                                            
60                                                                            
40                                                                            
20                                                                            
0                                                                           
1989    1990    1991    1992   1993   1994                                

1989    1990    1991    1992   1993   1994        
CenterCore      100      49      49      55     73     39                       
NASDAQ          100      85     136     159    181    177                       
Peer Group      100      77      77      21      6      2                       

As required by the rules of the Securities and Exchange Commission, the         
chart below compares the cumulative stockholder return on the Company's         
Common Stock with the cumulative total return on the NASDAQ Index and           
the peer group used in the chart presented in the Company's 1994 proxy          
statement.  The peer group in this chart consists of SIC Code 252--             
Office Furniture.                                                               

The following table of numbers were used to generate the graphic chart          
in the printed piece.                                                           

200                                                                             
180                                                                             
160                                                                             
140                                                                             
120                                                                             
100                                                                             
80                                                                            
60                                                                            
40                                                                            
20                                                                            
0                                                                           
1989    1990    1991    1992   1993   1994                                

1989    1990    1991    1992   1993   1994        
CenterCore      100      49      49      55     73     39                       
NASDAQ          100      85     136     159    181    177                       
Peer Group      100      84     103     122    159    144                       

Each of the above charts assumes that $100 was invested on December 31,         
1989 in the Company's Common Stock and in each of the comparison groups,        
and assumes reinvestment of dividends.                                          

CERTAIN TRANSACTIONS        

The Company and Safeguard are parties to an administrative services       
agreement pursuant to which Safeguard provides the Company with                 
administrative support services for an annual fee and the reimbursement         
of certain out-of-pocket expenses incurred by Safeguard in performing           
services under the agreement.  The administrative support services              
include consultation regarding the Company's general management,                
investor relations, financial management, human resources management,           
certain legal services, insurance programs administration, and tax              
research and planning.  In conjunction with the Company refinancing its         
bank credit facility in March, 1994, the maximum annual administrative          
services fee was reduced to $300,000, retroactive to January 1, 1994,           
and was subordinated to the bank loan.  The Company paid administrative         
services fees of $83,333 to Safeguard and accrued the remaining fees of         
$216,667 in 1994.  The administration services agreement was terminated         
in 1995. However, Safeguard is providing certain administrative services        
to the Company at no charge in 1995.                                            

Maris Equipment Company, Inc., a subsidiary of the Company ("Maris"),     
rents 21,580 square feet of office space in Exton, Pennsylvania from            
Safeguard.  The lease expired April 1995, and has been extended on a            
month-to-month basis.  The Company pays monthly rental payments to              
Safeguard of $11,539 and a monthly operating expense allowance of               
$4,784, subject to adjustment based upon its proportionate share of             
actual operating expenses.  The Company also is responsible for its             
proportionate share of utility charges and insurance for each of the            
leased premises.  The Company intends to retain this lease as its               
corporate headquarters.  The Company has advised that it believes the           
lease terms are no less favorable than could be obtained from an                
unrelated third party.                                                          

The Company also rents 4,600 square feet of office space in Exton,        
Pennsylvania from Safeguard, which has served as its corporate                  
headquarters.  The lease expired May 6, 1995, and has been extended on a        
month-to-month basis.  The Company pays monthly rental payments to              
Safeguard of $3,067. The Company also pays a monthly operating expense          
allowance of $1,303 subject to adjustment based upon its proportionate          
share of actual operating expenses.  The Company intends to terminate           
this lease shortly.                                                             

In September 1993, Safeguard loaned $1.1 million to the Company on a      
subordinated, unsecured basis to partially finance the Company's                
acquisition of Maris Equipment Company.  In the fourth quarter of 1994,         
Safeguard contributed this loan to the capital of the Company.                  

In March 1994, Safeguard guaranteed payment of up to a maximum of         
$940,000 under the Company's revolving credit agreement with Mellon             
Bank, subject to reduction or elimination upon the Company satisfying           
certain requirements imposed by the bank.  In June 1994, Safeguard              
guaranteed an additional $1.5 million under the Company's credit                
facility with Mellon Bank.  Safeguard received no monetary compensation         
for the extension of these guarantees.  The Company has agreed to               
indemnify Safeguard against loss resulting from the above described             
guarantees.                                                                     

In June 1994, Safeguard purchased from the Company 15,000 shares of       
its Series A Redeemable Convertible Preferred Stock ("Series A Shares")         
for an aggregate purchase price of $1.5 million.  The Series A Shares           
are convertible into shares of Common Stock based on a conversion price         
of $1.00 per share of Common Stock.  The conversion price and number of         
shares into which the Series A Shares may be converted are subject to           
anti-dilutive adjustments.  The Series A Shares are entitled to a 6% per        
annum dividend payable out of legally available funds.  Dividends which         
are not declared and paid will accumulate.  No dividends have been              
declared to date.  Unpaid undeclared cumulative dividends as of March           
31, 1995 were $67,500.  The Series A Shares are entitled to one vote for        
each share of Common Stock into which such Series A Shares may be               
converted.  The Company may redeem the Series A Shares at any time after        
June 1, 1995 and must redeem all outstanding Series A Shares on June 1,         
2001.                                                                           

In March 1995, the Company sold all of the capital stock of               
CenterCore Canada Limited to Safeguard for $10,000.  CenterCore Canada          
had an intercompany liability to the Company of approximately $369,300,         
which liability survived the stock sale.  Safeguard intends to cause            
CenterCore Canada to sell its assets, and to use the sale proceeds to           
satisfy its outstanding liabilities, including its liability to the             
Company.  The purchase price for CenterCore Canada's assets is expected         
to be paid over time, and is not expected to be sufficient to satisfy           
all of CenterCore Canada's liabilities to the Company.  The Company has         
established a reserve against the entire amount of this intercompany            
liability, and will treat any amounts collected as income at the time           
received.                                                                       

In 1995, Safeguard agreed to contribute 2,000,000 shares of the           
Company's Common Stock to the capital of the Company.  Safeguard also           
agreed to sell to George E. Mitchell and certain other members of               
management an aggregate of 2,500,000 shares of the Company's Common             
Stock, at a price of $.10 per share, payable in the form of five-year,          
interest bearing promissory notes secured by 1,800,000 of the purchased         
shares.  The parties estimated the fair market value of the shares to be        
$.10, taking into account a discount for lack of liquidity after the            
Common Stock of the Company was delisted from NASDAQ.  Mr. Mitchell and         
the other management purchasers agreed to contribute 700,000 of such            
shares into escrow with the Company which the Company may redeem in             
order to satisfy exercises of options under the Company's 1993 Stock            
Option Plan when such exercises exceed 500,000 shares in the aggregate.         
Safeguard also has agreed to provide loans and/or loan guarantees to the        
Company for up to a maximum of $3 million, subject to certain                   
conditions.  In accordance with Safeguard's agreement, in April 1995,           
Safeguard pledged to the Company's bank a $1.5 million letter of credit         
to secure advances, if any, which the bank might make in excess of the          
Company's borrowing base formula.  The Company has agreed to indemnify          
Safeguard against loss resulting from the pledge.                               

In connection with the Airo Clean acquisition in 1993, Airo Clean,        
Inc. entered into a five-year employment agreement with Joseph P.               
Pelosi, the brother of Michael H. Pelosi, III.  The agreement provides          
for a minimum annual base salary of $80,000, and provides for an                
incentive payment each year equal to 3.75% of Airo Clean's net income,          
before allocated expenses and taxes, in excess of $150,000.  During             
1994, the Company paid Joseph Pelosi $80,000 plus normal employee               
benefits.                                                                       

Also in connection with the Airo Clean acquisition, Airo Clean entered          
into a lease for approximately 15,300 square feet of flex office,               
warehouse and assembly space in Exton, PA from Michael Pelosi, Jr. and          
Lucille Pelosi, who are the parents of Michael H. Pelosi, III.  The             
lease continues through December 2001.  During 1994, Airo Clean paid            
$107,000 as rent to Mr. and Mrs. Pelosi, and also paid all operating            
expenses for the leased premises.  The Company plans to consolidate Airo        
Clean's operations into Maris' facility and will attempt to sublet the          
space.                                                                          

2.  PROPOSAL TO APPROVE AN AMENDMENT TO THE 1993 STOCK OPTION PLAN          

Background                                                                      

At the Annual Meeting, the stockholders will be asked to approve an       
amendment to the Company's 1993 Stock Option Plan which was adopted by          
the Board, subject to stockholder approval, in May 1995.  The 1993 Stock        
Option Plan, as proposed to be amended, is hereinafter referred to as           
the "1993 Plan."                                                                

Proposed Amendment to the 1993 Plan                                             

The proposed amendment to the 1993 Plan authorizes an increase in the     
number of shares of Common Stock which may be issued upon exercise of           
options granted or to be granted under the 1993 Plan by 700,000 shares          
of Common Stock, from 500,000 to 1,200,000 shares of Common Stock in the        
aggregate.                                                                      

It is the Board's intention to issue options for an aggregate of          
approximately 700,000 shares to all employees, excluding the current            
executive officers, who remain in the Company's employ following the            
consummation of the transaction set forth in Proposal 3 herein.  In             
connection with the sale by Safeguard to Company management of 2,500,000        
shares of Common Stock, Company management has agreed that 700,000 of           
such shares will be held in escrow with the Company which the Company           
may redeem in order to satisfy exercises of options under the Company's         
1993 Stock Option Plan when such exercises exceed 500,000 shares in the         
aggregate. Therefore, the additional 700,000 shares authorized for              
issuance under the Company's 1993 Plan will not be dilutive to existing         
stockholders of the Company.                                                    

Approval by Stockholders                                                        

Approval of the adoption of the amendment to the 1993 Plan requires       
the affirmative vote of a majority of the votes cast at a meeting at            
which a quorum representing a majority of all outstanding voting stock          
of the Company is present, either in person or by proxy, and voting on          
the 1993 Plan.  If not so approved, then  the 1993 Plan in the form as          
approved by the stockholders at the 1994 Annual Meeting will remain in          
full force and effect and the aggregate number of shares of Common Stock        
that are subject to options granted under the 1993 Plan will not exceed         
500,000 shares of Common Stock.                                                 

DESCRIPTION OF THE 1993 PLAN            

The following description of the 1993 Plan is intended merely as a              
summary of the principal features of the 1993 Plan.                             

Purpose of the 1993 Plan                                                        

The purpose of the 1993 Plan is to provide additional incentive to        
employees of the Company and its subsidiaries and to increase their             
proprietary interest in the success of the enterprise to the benefit of         
the Company and its stockholders.                                               

Shares Subject to the 1993 Plan                                                 

Subject to the adjustment provisions discussed below, the maximum         
number of shares of Common Stock which may be issued under the 1993 Plan        
is 1,200,000.  Such shares may be authorized but unissued shares of             
Common Stock or previously issued but reacquired shares of Common Stock.        
Shares subject to options which remain unexercised upon expiration,             
exchange of existing options, or earlier termination of such options            
will again become available for issuance in connection with stock               
options awarded under the 1993 Plan.  On June 15, 1995, the average of          
the bid and asked prices as quoted by the market makers of the Company's        
Common Stock was $.125 per share.                                               

Administration                                                                  

The 1993 Plan is administered by the Stock Option Committee, which        
currently is composed of Director Richard P. Richter.  The Stock Option         
Committee has the authority to interpret the 1993 Plan; to establish            
appropriate rules and regulations for the proper administration of the          
1993 Plan; to select the persons to whom options should be granted; to          
determine the number of shares to be covered by such options, the times         
and dates at which such options shall be granted, and whether the               
options shall be incentive stock options ("ISO") or non-qualified stock         
options ("NQSO"); and generally to administer the 1993 Plan.                    

Eligibility                                                                     

Employees (including any directors who are also employees) of the         
Company or of any subsidiary who are significant contributors to the            
business of the Company and its subsidiaries are eligible to participate        
in the 1993 Plan.  On June 15, 1995, there were approximately 110               
persons considered eligible to participate in the 1993 Plan.                    

Stock Options                                                                   

The 1993 Plan requires that each optionee enter into a stock option       
agreement with the Company which incorporates the terms of the option           
and such other terms, conditions and restrictions, not inconsistent with        
the 1993 Plan, as the Stock Option Committee may determine.                     

The option price will be determined by the Stock Option Committee,        
but may not, with respect to ISOs, be less than the greater of 100% of          
the fair market value of the optioned shares of Common Stock or the par         
value thereof on the date of grant.  If the grantee of an ISO under the         
1993 Plan owns more than 10% of the total combined voting power of all          
shares of stock of the Company or of any parent or subsidiary of the            
Company, the option price cannot be less than 110% of the fair market           
value at the date of grant and the term of such option cannot be more           
than five years.                                                                

The term of any other option granted under the 1993 Plan may not          
exceed ten years.  Options will become exercisable in such installments         
and on such dates as the Stock Option Committee may specify.  The Stock         
Option Committee may accelerate the exercise date of any outstanding            
options, in its discretion, if it deems such acceleration desirable.            
Any option held by an individual who dies while employed by the Company         
or any subsidiary, or whose employment with the Company and all                 
subsidiaries is terminated, prior to the expiration date of such option,        
will remain exercisable by the former employee or his personal                  
representative for a period of time following the employee's termination        
of employment or death as provided for in the 1993 Plan and the                 
applicable option agreement.  Options are not transferable except at            
death.                                                                          

The 1993 Plan provides that the aggregate fair market value               
(determined as of the time the ISO is granted) of the shares with               
respect to which ISOs are exercisable for the first time by an optionee         
during any calendar year under the 1993 Plan and any other ISO plan of          
the Company, or any parent or subsidiary of the Company, cannot exceed          
$100,000.                                                                       

The option price is payable in cash or its equivalent or, in the          
discretion of the Stock Option Committee, (i) in shares of Common Stock         
of the Company previously acquired by the optionee, provided that if            
such shares were acquired through exercise of an ISO, such shares have          
been held by the optionee for a period of not less than the statutory           
holding periods described in the Internal Revenue Code of 1986, as              
amended (the "Code"), on the date of exercise (which as of June 15, 1995        
are two years from the date of grant of the ISO and one year following          
the date of transfer of the shares to the optionee), or if such shares          
were acquired through exercise of an NQSO, such shares have been held by        
the optionee for a period of more than one year on the date of exercise         
and provided further that each optionee may use the procedure described         
in this clause (i) only once during any six-month period; (ii) by               
delivering a properly executed notice of exercise of the option to the          
Company and a broker, with irrevocable instructions to the broker to            
promptly sell the underlying shares of Common Stock and deliver to the          
Company the amount of sale proceeds necessary to pay the exercise price         
of the option; or (iii) by delivery of a full recourse promissory note.         
The Stock Option Committee also may elect to cash-out all or part of the        
portion of the option to be exercised by paying optionee an amount, in          
cash or stock, equal to the excess of the fair market value of the stock        
over the exercise price on the effective date of such cash-out.                 

Adjustments Upon Changes in Capitalization, Mergers and Other Events            

The number of shares issuable under the 1993 Plan and upon the            
exercise of options outstanding thereunder, and the exercise price of           
such options, are subject to adjustment in the event of a stock split,          
stock dividend or similar change in the capitalization of the Company.          
In the event of a merger, consolidation or other specified corporate            
transactions, options will be assumed by the surviving or successor             
corporation, if any.  However, in the event of such a corporate                 
transaction, the 1993 Plan also authorizes the Stock Option Committee to        
terminate options to the extent they are not exercised prior to                 
consummation of such a transaction, and to accelerate the vesting of            
options so that they are immediately exercisable prior to the                   
consummation of the transaction.                                                

Duration and Amendment of the 1993 Plan                                         

The Board may amend or modify the 1993 Plan at any time, but no such    
amendment or modification, without the approval of the stockholders,            
shall (a) increase the amount of stock on which options may be granted,         
except pursuant to the adjustment provisions of the 1993 Plan, (b)              
change the provision relating to the eligibility of employees to whom           
options may be granted, or (c) materially increase the benefits accruing        
to participants under the 1993 Plan; provided, however, that no                 
stockholder approval will be required for an amendment or modification          
pursuant to (a) and (b) above if the applicable sections of the Code,           
and rules and regulations thereunder governing incentive stock options,         
do not require stockholder approval and, provided further, that no              
stockholder approval will be required for an amendment or modification          
pursuant to (c) above if Rule 16b-3, or any successor provision                 
promulgated pursuant to Section 16 of the Securities Exchange Act of            
1934, does not require stockholder approval.  The 1993 Plan will                
terminate on October 28, 2003 unless terminated earlier by the Board.           
No options may be granted after such termination, but options                   
outstanding at the time of termination will remain exercisable in               
accordance with their terms.                                                    

Federal Income Tax Consequences                                                 

Based on the advice of counsel, the Company believes that the normal      
operation of the 1993 Plan should generally have, under the Code, and           
the regulations and rulings thereunder, all as in effect on June 15,            
1995,  the principal federal income tax consequences described below.           

Incentive Stock Options.                                                        

If the requirements regarding ISOs set forth in the 1993 Plan are         
met, ISOs granted under the 1993 Plan will be afforded favorable federal        
income tax treatment under the Code.  The optionee will not recognize           
taxable income and the Company will not be entitled to a deduction upon         
the grant of an ISO.  Moreover, the optionee will not recognize taxable         
income (except alternative minimum taxable income, if applicable) and           
the Company will not be entitled to a deduction upon the exercise by the        
optionee of an ISO, provided the optionee was an employee of the Company        
or any of its subsidiary corporations, as defined in Section 424(f) of          
the Code, during the entire period from the date of grant of the ISO            
until three months before the date of exercise.                                 

If the employment requirements described above are not met, the tax       
consequences relating to NQSOs (discussed below) will apply.                    

If the optionee disposes of the Common Stock acquired under an ISO        
after at least two years following the date of grant of the ISO and at          
least one year following the date of transfer of the Common Stock to the        
optionee following exercise of the ISO, the optionee will recognize a           
long-term capital gain or loss equal to the difference between the              
amount realized upon the disposition and the exercise price.  Any net           
capital gain will be taxed at the ordinary income tax rates, but only up        
to a maximum rate of 28%.  Any net capital loss can only be used to             
offset up to $3,000 per year ($1,500 per year in the case of a married          
individual filing separately) of ordinary income.                               

If the optionee makes a disqualifying disposition of the Common Stock     
(that is, disposes of the Common Stock within two years after the date          
of grant of the ISO or within one year after the transfer of the Common         
Stock to the optionee), but all other requirements of Section 422 of the        
Code are met, the optionee will generally recognize ordinary income upon        
disposition of the Common Stock in an amount equal to the lesser of (i)         
the fair market value of the Common Stock on the date of exercise minus         
the exercise price, or (ii) the amount realized on disposition minus the        
exercise price.   However, in the case of a disqualifying disposition           
made less than six months after the date of grant of the option by a            
person subject to Section 16(b) of the Securities Exchange Act of 1934,         
the determination of ordinary income under (i) above will generally be          
based on the fair market value of the Common Shares as of the date which        
is six months following the date the ISO was granted, unless the                
optionee makes an election under Section 83(b) of the Code.                     
Disqualifying dispositions of Common Stock also may, depending upon the         
sales price, result in either long-term or short-term capital gain or           
loss under the Code rules which govern other stock dispositions.                

If the requirements of Section 422 of the Code are not met, the           
Company will be allowed a federal income tax deduction to the extent of         
the ordinary income includible in the optionee's gross income in                
accordance with the provisions of Section 83 of the Code (and Section           
3402 of the Code, to the extent applicable) and the regulations                 
thereunder.                                                                     

The use of Common Stock received upon the exercise of an ISO to pay       
the exercise price in connection with the exercise of other ISOs within         
either the two-year or one-year holding periods described above will            
constitute a disqualifying disposition of the Common Stock so used which        
will result in income (or loss) to the optionee and, to the extent of a         
recognized gain, a deduction to the Company.  If, however, these holding        
period requirements are met and the number of shares of Common Stock            
received on the exercise does not exceed the number of shares of Common         
Stock surrendered, the optionee will recognize no gain or loss with             
respect to the surrendered Common Stock, and will have the same basis           
and holding period with respect to the newly acquired shares of Common          
Stock as with respect to the surrendered shares.  To the extent that the        
number of shares of Common Stock received exceeds the number                    
surrendered, the optionee's basis in such excess shares will equal the          
amount of cash paid by the optionee upon the exercise of the option, and        
the optionee's holding period with respect to such excess shares will           
begin on the date such shares are transferred to the optionee.  The tax         
treatment described above for shares of Common Stock newly received upon        
exercise is not affected by using shares of Common Stock to pay the             
exercise price.                                                                 

Non-qualified Options                                                           

All other options granted under the 1993 Plan are NQSOs and will not      
qualify for any special tax benefits to the optionee.  Under present            
Treasury Regulations, the Company's stock options are not deemed to have        
a readily ascertainable value.  Accordingly, an optionee will not               
recognize any taxable income at the time he or she is granted an NQSO           
and the Company will not be entitled to a deduction upon the grant of an        
NQSO.                                                                           

Generally, an optionee will recognize ordinary income at the time of      
exercise of an NQSO, in an amount equal to the excess of the fair market        
value of the shares of Common Stock at the time of such exercise over           
the exercise price.  If, however, an optionee who is subject to Section         
16(b) of the Securities Exchange Act of 1934 exercises an NQSO less than        
six months after the date it is granted, he or she will generally               
recognize ordinary income six months after the NQSO is granted, unless          
he or she makes an election under Section 83(b) of the Code to recognize        
income at an earlier date.                                                      

The Company will be entitled to a deduction to the extent of the          
ordinary income recognized by an optionee in accordance with the rules          
of Section 83 of the Code and the regulations thereunder.  However, no          
deduction will generally be allowed to the Company unless the Company           
deducts and withholds federal income tax.                                       

An optionee exercising an NQSO is subject to federal income tax on        
the income recognized as a result of the exercise of an NQSO and federal        
Income tax must be withheld.  The Committee, in its discretion, may             
permit the optionee to elect to surrender or deliver shares of Common           
Stock otherwise issuable upon exercise, or previously acquired shares,          
in order to satisfy the federal income tax withholding, subject to              
certain restrictions set forth in the 1993 Plan.  Such an election will         
result in a disposition of the shares of Common Stock which are                 
surrendered or delivered, and an amount will be included in the                 
optionee's income equal to the excess of the fair market value of such          
shares over the optionee's basis in such shares.                                

If the optionee pays the exercise price in cash, the basis of the         
shares of Common Stock received by an optionee upon the exercise of an          
NQSO is the exercise price paid plus the amount recognized by the               
optionee as income attributable to such shares upon such exercise.  If          
the exercise price is paid in cash, the optionee's holding period for           
such shares will begin on the day after the date on which the optionee          
realized income with respect to the transfer of such option shares,             
i.e., generally the day after the exercise date.  Any net capital gain          
realized by the optionee upon a subsequent disposition of any such              
shares is subject to federal income tax on the income recognized at the         
ordinary income tax rates, but only up to a maximum of 28%.  Any loss           
realized on a subsequent disposition, however, will be treated as a             
capital loss and thus can only be used to offset up to $3,000 per year          
($1,500 in the case of a married individual filing separately) of               
ordinary income.                                                                

If the optionee surrenders shares of Common Stock to pay the exercise     
price, and the number of shares received on the exercise does not exceed        
the number of shares surrendered, the optionee will recognize no gain or        
loss with respect to the surrendered shares, and will have the same             
basis and holding period with respect to the newly acquired shares as           
with respect to the surrendered shares.  To the extent that the number          
of shares of Common Stock received exceeds the number surrendered, the          
fair market value of such excess shares on the date of exercise, reduced        
by any cash paid by the optionee upon such exercise, will be includible         
in the gross income of the optionee.  The optionee's basis in such              
excess shares will equal the sum of the cash paid by the optionee upon          
the exercise of the option plus any amount included in the optionee's           
gross income as a result of the exercise of the option and the                  
optionee's holding period with respect to such excess shares will begin         
on the day following the date of exercise.                                      

Other Tax Considerations                                                        

The 1993 Plan is not qualified under Section 401(a) of the Code and       
is not subject to the provisions of the Employee Retirement Income              
Security Act of 1974, as amended to date.  The comments set forth in the        
above paragraphs are only a summary of certain of the federal income tax        
consequences relating to the 1993 Plan.  No consideration has been given        
to the effects of state, local and other tax laws on the optionee or the        
Company.                                                                        

NEW PLAN BENEFITS       

The following table sets forth information with respect to the number     
of options which were granted or which are expected to be granted to            
each of the named individuals or groups under the 1993 Plan subject to          
stockholder approval at the Annual Meeting of the proposal contained in         
Proposal 2 above.  The options set forth in this table will be rescinded        
if such stockholder approval is not obtained.                                   

Name and Position (1)         Number of Options      Dollar Value ($)(2)        
---------------------         -----------------      -------------------        
George E. Mitchell, President and                                               
Chief Executive Officer                     0                        0      
Michael H. Pelosi III, President                                                
Airo Clean, Inc.                            0                        0      
Executive Officers as a Group                 0                        0        
Non-Executive Officer Employees                                                 
as a Group                            700,000                        0      

(1)   Non-Employee Directors have been excluded from the above table as         
they are not eligible to participate in the 1993 Plan.                          

(2)   All options granted under the 1993 Plan have an exercise price            
equal to or greater than the fair market value of the Common Stock on           
the date of grant.  As optionees must pay the exercise price to the             
Copmany to acquire the shares upon exercise of the option, the dollar           
value of benefits received by or allocated to the optionees on the grant        
date was zero.                                                                  

3.  APPROVAL OF THE SALE OF THE OFFICE FURNISHINGS BUSINESS           

Description of  the Company and the Purchaser                                   

Prior to 1993, the Company was engaged solely in the business of          
designing, manufacturing and distributing space-efficient, modular              
workstation systems and a line of complementary office products,                
including cable and wiring systems, ergonomically designed seating              
products, and air management systems for temperature blending and               
breathing zone filtration (collectively, the "Furnishings Business").           
The Company conducted the Furnishings Business directly, and through its        
90% owned subsidiary, Corel Corporate Seating, Inc. ("Corel").  In              
February 1993, the Company, through a subsidiary, acquired the assets           
and assumed the liabilities of Airo Clean Engineering, Inc., a designer         
and manufacturer of cleanroom and air filtration components and systems         
serving industry and the hospital and health care markets.  In September        
1993, the Company, through a subsidiary, purchased substantially all of         
the assets and assumed certain liabilities of Maris Equipment Company, a        
specialty contractor providing integration, installation and servicing          
of advanced electronic systems for security access control, fire alarm,         
sound, communications and other applications on a nationwide basis.             
Maris provides these services to business, aviation and transportation          
authorities and correctional facilities.  The principal executive               
offices of the Company are located at 110 Summit Drive, Exton, PA               
19341, and its telephone number is (610) 524-7000.                              

The CenterCore Group, Inc. ("CGI") is a Delaware corporation which        
was organized for the sole purpose of acquiring the assets of the               
Company's Furnishings Business.  CGI was organized by The Apollo Group,         
Inc. ("Apollo"), a private investment group specializing in the                 
acquisition and continued management of established manufacturing               
companies.  Apollo was founded in 1983, and has participated in the             
acquisition and management of 12 small to middle market size operating          
companies.  The principal executive offices of Apollo are located at One        
Captain Thomson Lane, Hingham, MA  02043, and its telephone number is           
(617) 740-0460.  Neither CGI, Apollo nor its principals are affiliated          
with the Company, and neither the Company nor any of its current                
executive officers, directors, nor controlling persons has any ownership        
interest in CGI.  A former executive officer of the Company will                
become employed by CGI upon consummation of the sale, and may be granted        
an equity interest in CGI.                                                      

Background and Reasons for Sale                                                 

The Company's acquisitions of Airo Clean and Maris were part of an              
overall strategy to improve the Company's operating performance by              
penetrating new and growing markets to compensate for the steady decline        
in Furnishings Business sales to the federal government, particularly           
the Department of Defense.  Furnishings Business sales to the federal           
government decreased from $28 million in 1992 to $18.9 million in 1993          
and $15.2 million in 1994.  The reduced government sales have had a             
major impact on the Company's Furnishings Business in recent years, and         
the outlook for furnishings sales to the federal government continues to        
be uncertain.  This decline has been caused by a general decline in             
government purchases due to downsizing, and by the increasing                   
participation of the Federal Prison Industries in the sale of                   
furnishings products to the government pursuant to preferences granted          
to it.  The Company has also attempted to offset the reduced government         
sales by increasing its marketing efforts to the commercial sector.             
However, the commercial furnishings market is highly competitive, with          
participants who are substantially larger than the Company with much            
greater resources.  In light of industry rightsizing and downsizing             
limiting overall demand for new office furnishings, it has become more          
difficult for niche players such as the Company to successfully compete         
in the commercial marketplace.                                                  

The Company also attempted in 1993 to improve performance by              
significantly downsizing its Canadian operations and consolidating most         
of the manufacturing, product development, marketing and service                
functions into its domestic furnishings operations based in Plainfield,         
New Jersey.  However, foreign sales declined from $5.2 million in 1993          
to $3.4 million in 1994, and the Company determined in 1994 to dispose          
of its remaining Canadian manufacturing operations.  Despite these              
measures, the Furnishings Business' manufacturing overhead costs were           
not reduced as fast as sales.  This factor combined with increasing             
competitive pricing pressures in the commercial market, caused a                
reduction in gross profit margins in the company's furnishings business         
(domestic and foreign) from 39.3% in 1992 to 36.4% in 1993 and 33.5% in         
1994.  Net income before tax for the Company's furnishings business             
(domestic and foreign) went from earnings of $1.2 million in 1992 to            
losses of $0.7 million in 1993 and $1.7 million in 1994.                        

In order to better meet its working capital needs, the Company            
refinanced and increased its bank credit facility with a new bank in            
March 1994.  Safeguard Scientifics, Inc. ("Safeguard"), the Company's           
majority stockholder, supported the refinancing by providing $2.4               
million of guarantees to the new bank.  Safeguard had previously                
supported the Company's acquisition of Maris by providing a $1.1 million        
subordinated loan to the Company.  In June 1994, the Company raised an          
additional $1.5 million of capital through the issuance of preferred            
stock to Safeguard.                                                             

However, the Company realized a net loss of $15.4 million in 1994         
resulting primarily from unanticipated costs and operating difficulties         
associated with certain large, bonded correctional facility and airport         
construction contracts acquired in the Maris acquisition.  As a result          
of these losses, the Company has suffered a severe liquidity problem in         
that it was unable to pay its vendors on a timely basis, was having             
difficulty completing work in progress, and defaulted on certain                
financial covenants under its bank loan agreement.                              

In August 1994, Safeguard informed the Company that it would not          
continue to provide ongoing financial support to the Company.  As a             
result, the Company's management and Board of Directors considered a            
number of alternative possible means of resolving its liquidity and             
operating problems.  The alternatives considered included a sale of the         
Furnishings Business, a sale of the security systems business, an action        
for recission against the seller of Maris on the basis of substantial           
apparent misrepresentations and breaches of warranties, or a                    
reorganization in bankruptcy.  A bankruptcy reorganization was rejected         
because of the damage it would do to the Company's employees, customers,        
vendors, and lenders.  An action for recission of the Maris acquisition         
was considered unfeasible because of the time, expense and uncertainty          
of success involved in such an action.  As between a sale of the                
Furnishings Business and a sale of the security systems business,               
management and the Board concluded that if the Company could settle its         
outstanding liabilities relating to Maris' large bonded projects and to         
Maris' seller, Maris has the potential to realize significant future            
growth in the business of providing low voltage electronic security             
systems for smaller commercial projects and for "smart highway"                 
projects.  The future potential of the Furnishings Business was                 
considered to be less bright.  Therefore, the Board of Directors                
determined to pursue a sale of the Furnishings Business in order to pay         
down the Company's bank debt as quickly as possible and to pursue               
settlements of Maris' outstanding liabilities.  Safeguard supported this        
decision by contributing its $1.1 million subordinated note to the              
capital of the Company in December 1994 and by agreeing to provide the          
Company with up to $3 million of additional credit to fund the Company's        
negotiations relating to the sale of the Furnishings Business, the              
settlement of Maris' outstanding liabilities, and the Company's                 
continuing working capital needs in addition to its available bank              
credit facility.                                                                

Because of the Company's decision, supported by its majority              
stockholder, to sell its Furnishings Business, the Company has                  
classified its Furnishings Business as discontinued operations.                 

The Company's management and directors, assisted by Safeguard, began      
to pursue a sale of the Furnishings Business in August 1994.  In                
November 1994, the Company engaged Stump & Company ("Stump"), a business        
broker and financial advisor specializing in the furniture industry, to         
act as its exclusive financial advisor to assist in the sale of the             
Furnishings Business.                                                           

While the Company was pursuing a sale, the management of the              
Furnishings Business based in Plainfield, New Jersey (the "MBO Group")          
indicated an interest in pursuing a management buyout of the Furnishings        
Business.  The members of the Company's Board indicated a willingness to        
consider an offer from the MBO Group, and directed Stump to also pursue         
equity sources who would be willing to support such an offer.  However,         
in order to motivate the MBO Group to respond fairly to inquiries from          
other buyers, the Company committed to pay to the MBO Group a bonus in          
the aggregate amount of $85,000 if a sale of the Furnishings Business is        
consummated to a buyer other than the MBO Group.                                

Stump conducted a broad search of strategic buyers within the             
furniture business, operating buyout specialists, and equity sources to         
support an MBO Group buyout.  Stump contacted a total of 55 entities.           
Stump qualified a number of potential buyers, who were then given access        
to information about the Furnishings Business to perform their due              
diligence.  As a result, the Company received indications of interest           
from five entities, although none from equity sources willing to finance        
an offer from the MBO Group.                                                    

During the course of the process, Apollo was introduced to Stump.         
Stump performed an initial due diligence check on Apollo, and in early          
December 1994 provided Apollo with information about the Furnishings            
Business.  On December 12, 1994, Apollo made a due diligence visit to           
the Company's Plainfield plant.  On January 4, 1995, representatives of         
Apollo met with management and directors of the Company and executives          
of Safeguard, and presented their first proposal for a purchase of the          
Furnishings Business.  The proposal provided for the purchase of                
substantially all of the domestic assets of the Furnishings Business for        
a cash payment at closing, additional installment payments beginning 9          
months after closing, and a subordinated promissory note payable in             
installments beginning approximately two years after closing.  The              
amount of each of the payments was to be determined by a formula based          
on the working capital of the Furnishings Business at the time of               
closing.   Apollo would assume only certain liabilities associated with         
the ongoing operations of the Furnishings Business, would not purchase          
any of the foreign assets, and would require the Company and Safeguard          
to provide certain indemnities against undisclosed liabilities,                 
particularly with respect to any environmental liabilities.                     
Representatives of the Company, Safeguard and Apollo negotiated Apollo's        
proposal during the meeting and during the following week.                      

As a result of the negotiations, the Company's directors and senior       
management, in consultation with executives of Safeguard, determined            
that Apollo's offer was more favorable than the other offers the Company        
had received or was likely to receive.  It was believed that Stump had          
done a thorough job of identifying potential acquirers, and only a              
relatively small number of them had presented a realistic purchase              
offer.  Apollo's offer was the highest bid.  Apollo's offer provided a          
significant up front cash payment which could be used to pay down the           
Company's bank debt.  It was also believed that Apollo had the necessary        
management expertise and experience to restructure and operate the              
Furnishings Business profitably, which would enable it to pay the               
deferred purchase price.  Apollo also indicated that it would offer the         
MBO Group the opportunity to acquire up to a 20% equity interest in the         
acquiring entity.  This was significantly greater than the percentage           
interest which any other bidder had been willing to offer, and was              
considered to be a positive factor.                                             

The major areas of negotiation involved the priority and limits of        
Safeguard's and the Company's indemnities to Apollo, the fair value of          
the fixed assets to be included in the sale, the definition of working          
capital for purposes of calculating the various purchase price payments,        
the terms of the deferred purchase price payments, and the rights of            
offset of Apollo's right to indemnity against the deferred payments.  On        
January 11, 1995, the Company, Safeguard and Apollo signed a letter of          
intent for the sale of the Furnishings Business to Apollo ("the Sale            
Transaction").  The letter of intent was conditioned on satisfactory            
completion of Apollo's due diligence investigation, Apollo obtaining            
financing for the acquisition, satisfactory resolution of the state             
environmental review of the sale required because of the transfer of the        
lease of the manufacturing facility in Plainfield, New Jersey, and              
execution of a mutually agreeable definitive purchase agreement.   The          
letter of intent was renegotiated in early March 1995, and an amendment         
was executed on March 13, 1995.                                                 

The Company's counsel prepared a draft purchase agreement, and            
representatives of the Company, Safeguard and Apollo and their                  
respective counsel pursued extensive negotiations on the terms of the           
purchase agreement.  The Company and Safeguard used common counsel in           
the negotiations.  Finally, on May 26, 1995, the Company, Safeguard and         
Apollo entered into a definitive Asset Purchase Agreement.  The Asset           
Purchase Agreement is contingent on a number of conditions, including           
approval of the stockholders of the Company and satisfactory resolution         
of the state environmental review of the sale.  The terms and conditions        
of the purchase agreement are described in more detail below under              
"Summary of the Terms of the Sale."  The Company's Board of Directors           
determined that the sale is in the best interests of the Company's              
stockholders and approved the purchase agreement on May 26, 1995.  The          
Board of Corel and the Company, as majority stockholder of Corel, have          
also approved the purchase agreement on behalf of Corel.                        

Due to delays beyond the originally anticipated closing date, the         
parties negotiated and entered into an amendment to the Asset Purchase          
Agreement providing for (i) Apollo to assume managerial operation of the        
Furnishings Business, subject to the control of Company management,             
commencing July 1, 1995; (ii) the Company to pay Apollo 1.5% of revenues        
of the Furnishings Business from July 1, 1995 through the Closing or            
termination of the agreement; (iii) the revision of timing and number           
of installment payments of the deferred portion of the purchase price;          
and (iv) the extension of the agreement until August 25, 1995.  As              
used below, the term "Asset Purchase Agreement" includes the                    
above-described amendment.                                                      

Summary of Terms of the Sale Transaction                                        

Business to be Sold                                                             

The Company is selling all of its domestic Furnishings Business to        
Apollo.  This business includes CenterCore's modular, configured                
furniture systems business as well as the commercial and industrial             
seating business of its subsidiary Corel.  After the sale of the                
Furnishings Business, the Company will continue to operate its security         
and control system integration and installation business through its            
subsidiary Maris and its indoor air quality and hospital/healthcare             
environmental control business through its subsidiary Airo Clean.               
Maris will focus on providing fire alarm systems, closed circuit                
television surveillance systems, card access security systems, and other        
systems to the commercial and institutional markets.  Maris no longer           
intends to pursue large, bonded correctional facility and airport jobs.         
Airo Clean will continue its business substantially as it has operated          
since the Company acquired Airo Clean, except that the sales and                
marketing functions will no longer be coordinated with the Furnishings          
Business.                                                                       

Because all of the proceeds of the sale will be used to repay             
outstanding bank debt (see "Use of Proceeds" below), the Company will           
rely on operating cash flow and advances from Safeguard, together with          
financing from the Company's Bank, if any is available, to fund its             
continuing operations.                                                          

The assets to be sold include accounts receivable, furniture,             
fixtures, machinery and equipment, intellectual property (including             
rights to the name "CenterCore"), inventory, real property leases,              
leasehold improvements, and outstanding dealer agreements, government           
supply contracts, and other agreements.  As a part of the sale, the             
Company and Apollo will grant to each other royalty-free licenses (the          
"License Agreements") to use certain patents and trademarks relating to         
air circulation and filtration products which are currently marketed by         
both CenterCore and Airo Clean.  Apollo will have the right to market           
the products in all places where contract furniture may be sold, and the        
Company will have the right to market the products in hospital and              
industrial cleanroom applications, except where Apollo may sell contract        
furniture.                                                                      

The following is a summary of the terms of the Asset Purchase             
Agreement, which has been filed by the Company as an exhibit to the             
preliminary copy of this Information Statement filed with the Securities        
and Exchange Commission (the "SEC"), and reference is hereby made               
thereto for a complete description of the respective terms.  All                
statements herein are qualified in their entirety by reference to the           
Asset Purchase Agreement.  Copies of such agreements are available from         
the Company free of charge upon written request.  See "Incorporation of         
Certain Documents by Reference."                                                

Purchase Price                                                                  

The purchase price (the "Purchase Price") for the Furnishings             
Business is comprised of three components:  cash consideration (the             
"Cash Consideration") of $2.5 million less the amount, if any, by which         
the Company's working capital (defined as accounts receivable plus              
inventory minus accounts payable) is less than $5 million (the "Working         
Capital Deficit"); installment payments equal to the sum of $1 million,         
plus the amount of the Company's accounts receivable at Closing less            
assumed liabilities at Closing, plus one-half the excess of the amount          
of inventory at Closing over $1 million, less the Cash Consideration            
(the "Installment Payments"); and a subordinated note component which is        
equal to one-half of the difference between the amount of inventory at          
Closing less $1 million, less any excess inventory reserve at Closing,          
plus $1.065 million plus or minus certain capital expenditures, plus the        
Company's security deposits and pre-paid expenses at Closing (the               
"Subordinated Note Component").  Assuming an August 25, 1995 closing,           
based on the Company's current best estimate of the assets and                  
liabilities which will be sold to Apollo, the Cash Consideration will be        
approximately $2.5 million, the aggregate Installment Payments will be          
approximately $2 million, and the principal amount of the Subordinated          
Note will be approximately $2 million for an aggregate Purchase Price of        
approximately $6.5 million.  The Company estimates that the actual              
aggregate purchase price could vary by up to $500,000 in either                 
direction.  However, because the Purchase Price is dependent principally        
on accounts receivable, accounts payable and inventories, any Purchase          
Price variation is likely to be substantially offset by an opposite             
variation in the amount of cash flow realized by the Company through the        
Closing Date.                                                                   

The Cash Consideration is to paid at Closing with any Working Capital     
Deficit to be determined, preliminarily, based on a preliminary pro             
forma closing date balance sheet (the "Preliminary Balance Sheet")              
prepared by the Company reflecting only the assets and liabilities of           
the Company being sold to and assumed by Apollo.  The Cash Consideration        
will be adjusted, as required, after Closing based on the actual Working        
Capital Deficit, if any.                                                        

The Installment Payments are to be made in four payments with the         
first installment for one-fifth of the total amount payable nine months         
after the Closing Date.  The remaining three installments will be in            
equal amounts, and will be due on June 30, 1996, September 30, 1996 and         
December 31, 1996.  The Installment Payments will be non-interest               
bearing and secured by a second lien on all of Apollo's assets.                 

The Subordinated Note Component will be evidenced by Apollo's             
subordinated note (the "Subordinated Note") which will bear interest at         
the rate of 8% per annum, commencing to accrue on the first anniversary         
of the Closing Date.  The principal amount of the Subordinated Note will        
be amortized on a seven year level schedule with semi-annual payments           
and with a balloon payment due on the fifth anniversary of the Closing          
Date.  Interest and principal payments will commence 18 months after the        
Closing Date and continue semi-annually thereafter until maturity.  In          
the event that Buyer's EBITAD (earnings before interest, taxes,                 
depreciation and amortization) exceeds $2 million dollars for any fiscal        
year prior to repayment of the Subordinated Note, an additional                 
principal payment equal to 50% of such excess shall be payable by Apollo        
and applied against the Subordinated Note in the inverse order of               
maturity.  The Subordinated Note will be subordinated to the Company's          
senior debt and will be secured by a second lien on all of the Company's        
fixed assets purchased by Apollo.                                               

At Closing, the Company is required to deliver to Apollo the              
Preliminary Balance Sheet reflecting all of the assets which would be           
purchased by Apollo and all of the liabilities which would be assumed by        
Apollo as of the last day of the month preceding the month in which             
Closing occurs with the assets and liabilities determined assuming that         
Closing occurred on such date.  The Preliminary Balance Sheet will be           
used to compute the Cash Consideration payable at Closing and the               
principal amount of the Subordinated Note to be delivered at Closing.           
Within 30 days following Closing, the Company, at its expense, must             
prepare and deliver to Buyer a pro forma Closing Date balance sheet             
reflecting all of the assets purchased and liabilities assumed by Apollo        
as of the Closing Date which is to be prepared, in so far as is                 
possible, in accordance with generally accepted accounting principals           
consistently applied (the "Closing Balance Sheet").  Simultaneously, the        
Company is to deliver its computation of the Working Capital Deficit for        
purposes of computing the Cash Consideration, the amount of the                 
Installment Payments and the actual principal amount of the Subordinated        
Note (collectively, the "Computed Items").                                      

The Closing Balance Sheet and the Computed Items are to become final      
and binding upon the parties unless Apollo gives written notice of its          
disagreement to the Company within 20 days following delivery to it of          
the Closing Balance Sheet setting forth in reasonable detail the nature         
of any disagreements so asserted.  During the first 10 days following           
receipt of any notice of disagreement, the parties are to attempt to            
resolve in writing any differences they have.  If at the end of the 10          
day period, the parties have reached such written agreement, the Closing        
Balance Sheet and Computed Items are to be adjusted to reflect such             
written agreement and thereafter shall become final and binding on the          
parties.  If at the end of the 10 day period the parties have failed to         
reach agreement, all disputed matters shall be resolved by an arbitrator        
which shall be any of the so called "Big Six" accounting firms agreed           
upon by the Company and Apollo other than KPMG Peat Marwick.  The               
determination of the arbitrator will be final and binding on the Company        
and Apollo and will control the determination of the Closing Balance            
Sheet and the Computed Items.                                                   

At such time as the Closing Balance Sheet and the Computed Items are      
finally determined, the various components of the Purchase Price are to         
be recomputed.  Specifically, the actual Cash Consideration shall be            
recomputed using the actual Working Capital Deficit, with any excess            
refunded by the Company to Apollo, and any deficit paid by Apollo to the        
Company, in either case within five days of the final determination of          
the Closing Balance Sheet.  In addition, if based on the Closing Balance        
Sheet and the Computed Items, the principal amount of the Subordinated          
Note differs from that computed based on the Preliminary Balance Sheet,         
the Seller will surrender for cancellation the Subordinated Note                
delivered at Closing in return for a new Subordinated Note with a               
principal amount based determined on the Closing Balance Sheet.                 

At Closing, Apollo will assume certain liabilities of the Company         
including all accounts payable, commissions payable, prospective                
warranty obligations, outstanding purchase orders and outstanding               
customer sales contracts and obligations under certain real and personal        
property leases.                                                                

Name Change                                                                     

At the time of the Closing, the Company will change its name from         
CenterCore, Inc. to Core Technologies, Inc.  This name change was               
approved by the Company's stockholders at the 1994 annual stockholders          
meeting.                                                                        

Representations, Warranties and Indemnities                                     

In the Asset Purchase Agreement, the Company is making customary          
representations and warranties to Apollo including as to the Company's          
financial and other information filed with the SEC, tax matters,                
environmental matters, pending or threatened litigation affecting the           
Company, compliance with applicable laws, title to the Company's assets,        
third party approvals, status of employee benefit plans and employee            
compensation arrangements, accounts receivable, intellectual property,          
absence of changes, and labor relations.  In the Asset Purchase                 
Agreement, Apollo is making customary representations and warranties to         
the Company including third party approvals and existing and pending            
litigation.                                                                     

The Asset Purchase Agreement also provides customary indemnification      
obligations.  Specifically, each of the parties has agreed to indemnify         
the other in connection with inaccuracies, breaches and non-fulfillment         
of any of the representations and warranties made, and covenants and            
agreements to be performed prior to Closing, by the Company or Apollo           
(which have varying periods of survival ranging from 24 months following        
Closing to unlimited survival).  The Company has also agreed to                 
indemnify Apollo in connection with any retained liabilities, and Apollo        
has agreed to indemnify the Company in connection with any assumed              
liabilities.  The Asset Purchase Agreement provides generally that a            
minimum of $50,000 in damages must be sustained before seeking recovery         
pursuant to the indemnifications provisions and that no party will be           
obligated to pay more for indemnification than an amount equal to the           
Purchase Price.  The Asset Purchase Agreement provides that Apollo will         
have the right to offset the Company's indemnification obligations              
against the Installment Payments and/or the payments payable under the          
Subordinated Notes subject to certain terms and conditions.                     

Closing Conditions.                                                             

The obligations of the Company and Apollo to consummate the               
transactions as contemplated by the Asset Purchase Agreement are subject        
to the satisfaction or waiver of a number of specified conditions.  The         
obligations of Apollo are subject to:  (i) there having been no                 
misstatement in any material respect of any representation or warranty          
of the Company when such representations and warranties were originally         
made and as of the Closing (except for such changes as are permitted in         
compliance with the Asset Purchase Agreement); (ii) the Company having          
fully performed and complied in all material respects with its                  
obligations under the Asset Purchase Agreement required to be performed         
by it prior to the Closing; (iii) all documents, instruments,                   
certificates and opinions required to be delivered by the Company or any        
other party representing the Company, as contemplated by the Asset              
Purchase Agreement, having been duly executed and delivered; (iv) all           
consents, approvals and authorizations required to be obtained prior to         
Closing from certain identified third parties in connection with the            
execution and delivery and performance of the Asset Purchase Agreement          
have been made or obtained; (v) Apollo having obtained financing from           
its senior lender, Shawmut Capital Corporation; (vi) the Company having         
complied, on a basis acceptable to the Company, with applicable New             
Jersey environmental statutes; (vii) completion by the Company of a             
physical inventory of the tangible assets being acquired by Apollo;             
(viii) the Company having disseminated this Information Statement as            
required under the Exchange Act and the requisite 20 day period                 
following such dissemination shall have been lapsed; and (ix) the               
execution, and delivery by Safeguard of the Parent Guarantee Agreement.         

The obligations of the Company to consummate the transactions             
contemplated by the Asset Purchase Agreement are further subject to the         
satisfaction or waiver of the following conditions at or prior to               
Closing:  (i) there having been no misstatement in any material respect         
of any representation and warranty of Apollo when such representations          
and warranties originally made and as of the date of the Closing (except        
for such changes permitted in compliance with the Asset Purchase                
Agreement); (ii) Apollo having fully performed and complied in all              
material respects with its obligations required to be performed prior to        
Closing under the Asset Purchase Agreement; (iii) all documents,                
agreements, certificates and opinions required to be delivered by Apollo        
or any party representing Apollo, as contemplated by the Asset Purchase         
Agreement, having been duly executed and delivered; (iv) the Company            
having complied, on a basis acceptable to the Company, with the                 
applicable New Jersey environmental statutes; (v) the Company having            
received the approval of Mellon Bank to release Mellon's liens on the           
assets being purchased by Apollo and (vi) the Company having                    
disseminated this Information Statement as required under the Exchange          
Act and the requisite 20 day period following such dissemination shall          
have been lapsed.                                                               

No Sale Negotiations                                                            

The Asset Purchase Agreement provides that neither the Company nor        
any person acting on its behalf will take any action to solicit,                
encourage, initiate or participate in any way in discussions or                 
negotiations with, or furnish any information with respect to the               
Furnishings Business to, any third party in connection with any possible        
proposed sale of capital stock, sale of the substantial portion of the          
assets, any merger, business combination or other similar transaction           
involving the Furnishings Business.                                             

Management                                                                      

The Asset Purchase Agreement provides that the Company will pay to        
Apollo an amount equal to 1.5% of gross revenues of the Furnishings             
Business from July 1, 1995 through Closing or termination of the                
Agreement, as compensation for Apollo assuming managerial operation of          
the Furnishings Business.                                                       

Additional Covenants Prior to Closing                                           

The Asset Purchase Agreement provides that the Company will operate             
its business only in the ordinary course consistent with past practices         
and will preserve its business organization and the Furnishings Business        
intact, not to dispose of or transfer any portion of the Furnishings            
Business or otherwise make any fundamental change therein.                      

Termination Provisions                                                          

The Asset Purchase Agreement provides it may be terminated any time       
prior to Closing (i) by mutual consent of the parties, (ii) by the non-         
defaulting party as a result of inaccuracies in the representations and         
warranties or the failure to perform covenants and agreements required          
to be performed by the defaulting party, (iii) by either party if one or        
more of the conditions to such party's obligations to proceed to Closing        
has not been fulfilled by the Closing Date, (iv) by either party if             
Closing has not occurred on or prior to August 25, 1995, and (v) by             
either party if certain legal proceedings are commenced challenging             
consummation of the Closing.                                                    

If at any time Safeguard receives a bona fide written letter of           
intent regarding the purchase of its stock investment in CenterCore or          
the purchase of substantially or all of the assets of CenterCore, within        
seven days of receipt of notice of CenterCore's intent to terminate the         
exclusive relationship described above, Apollo shall have the option of         
either (i) submitting a letter of intent in similar form and substance          
to that received by Safeguard and initiating due diligence regarding the        
purchase of Safeguard stock investment in Seller or (ii) terminating all        
actions with respect to Seller.  In such event, if the Agreement is             
terminated pursuant to this provision, the Company will be obligated to         
pay Apollo a termination fee equal to Buyer's out of pocket expenses to         
third parties plus $2,000 per business day from January 11, 1995 to the         
decision to terminate, up to a maximum of $150,000.                             

Non Competition Agreement                                                       

The Asset Purchase Agreement provides that the Company will not, for      
a period of three years following the Closing Date, compete, directly or        
indirectly, with Apollo in the Furnishings Business in the United               
States, Canada or any other country in which the Furnishings Business           
has been conducted since January 1, 1994.                                       

Expenses                                                                        

The Asset Purchase Agreement provides that each party will pay all of     
the fees and expenses incurred by it (including the fees and expenses of        
counsel) in connection with the negotiation, execution and delivery and         
performance of the Asset Purchase Agreement and transactions                    
contemplated hereby except that the fees of the arbitrator resolving            
disputes respecting the Closing Balance Sheet are to be paid equally by         
the parties.                                                                    

Guarantee Agreement                                                             

Safeguard has agreed to guarantee the payment of the indemnification      
obligations of the Company pursuant to a certain Parent Guarantee               
Agreement subject to certain terms and conditions.  In addition,                
Safeguard has agreed that to the extent it receives funds from the              
Company in reimbursement of any prior indemnifications paid by Safeguard        
or any other funds from the Company after March 31, 1995, under certain         
circumstances, Safeguard will be required to pay such amounts to Apollo         
to the extent Apollo is entitled to indemnification from the Company            
which is not paid or Apollo is required to disgorge amounts previously          
paid to it by the Company in respect of indemnification obligations.            
Safeguard's obligation to make guarantee payments on account of the             
Company's indemnification obligations is limited to a maximum of $1             
million.  In addition, with respect to indemnification relating to              
environmental matters, Safeguard is only obligated to pay one-half of           
the first $250,000 that the Company fails to pay in respect of any such         
matter and, with respect to other Company indemnification obligations,          
Safeguard has no obligation to pay until the Company has failed to pay          
$100,000 of such other indemnification obligations and then only in             
amounts in excess of such $100,000 threshold.  The obligation of                
Safeguard to guarantee indemnification obligations of the Company               
terminates on the earlier of the expiration of the Company's                    
indemnification obligations with respect to any specific indemnification        
claim and 15 years after Closing.                                               

Use of Proceeds                                                                 

The Company anticipates that it will receive Cash Consideration of        
approximately $2.5 million at Closing, $2 million of aggregate                  
Installment Payments during 1996, and $2 million of aggregate payments          
as the Subordinated Note Component during 1997 through 2000.  The               
Company will use all of the proceeds from the sale to reduce its                
outstanding bank debt, which it anticipates will be approximately $4.5          
million immediately after to the Closing on August 25, 1995.  The               
Company will assign its right to receive the Installment Payments and           
the Subordinated Note Component to its bank as additional collateral for        
its bank debt.  The Company intends to draw on its credit facility from         
Safeguard to pay closing costs associated with the sale.                        

Stockholder Approval                                                            

The Company is a Delaware corporation.  The Company believes that the     
Sale Transaction constitutes a sale of a substantial portion of the             
assets of the Company under Delaware law, and therefore requires                
stockholder approval by the affirmative vote of a majority of the votes         
cast by all stockholders entitled to vote thereon.   The Company will           
continue to operate its security and control system integration and             
installation business through its subsidiary Maris and its indoor air           
quality business through its subsidiary Airo Clean.  Safeguard, which is        
the holder of 69.1% of the outstanding voting shares of the Company has         
advised the Company that it will vote its shares to approve the Sale            
Transaction in accordance with the purchase agreement.  Safeguard's             
vote, by itself, will be sufficient to achieve stockholder approval of          
the Sale Transaction.                                                           

Rights of Dissenting Stockholders                                               

Under Delaware law, dissenting stockholders will not have any rights      
of appraisal as a result of the approval or consummation of the Sale            
Transaction.                                                                    

Accounting Treatment                                                            

Because the Company decided to dispose of the Furnishings Business as     
of the end of 1994 and to treat the business as a discontinued                  
operation, the Company wrote down certain of its assets related to the          
Furnishings Business in the fourth quarter of 1994 to reflect                   
management's estimate of their value in a disposition, and accrued a            
reserve for anticipated costs of disposition of the business.  As a             
result, the sale price for the business will be approximately equal to          
the net book value of the assets being sold, and the Company does not           
expect to realize any material gain or loss on the Sale Transaction,            
provided that the deferred purchase price payments are made in the              
amounts provided for in the Purchase Agreement.                                 

Federal Income Tax Consequences                                                 

As described above under "Accounting Treatment,"  the Company has         
taken certain charges in the fourth quarter of 1994, as a result of             
which the Company does not expect to realize any material gain or loss          
for federal income tax purposes on the Sale Transaction, provided that          
the deferred purchase price payments are made in the amounts provided           
for in the Purchase Agreement.  The Sale Transaction will not result in         
any federal income tax consequences to the stockholders of the Company.         

Regulatory Compliance                                                           

The transfer of the lease of the factory and warehouse facility in        
Plainfield, New Jersey, which is a material part of the Sale                    
Transaction, is subject to review and approval by the New Jersey                
Department of Environmental Regulation under New Jersey's so called             
"ISRA" statute.  Such approval has been received.                               

Market Price for the Company's Common Stock                                     

The Company's Common Stock is quoted by certain market makers in what     
is commonly referred to as the "pink sheets."  On May 25, 1995, the day         
before the announcement of the execution of the Purchase Agreement,             
there was no trading in the Common Stock, but the bid and asked prices          
quoted by a market maker on that day were  $.06 and $.25, respectively.         

SELECTED FINANCIAL DATA                                                         

The historical financial data presented below for the five years          
ended December 31, 1994 are derived from the Company's audited                  
consolidated financial statements.  The presentation of selected pro            
forma financial data would not clarify any trends in the Company's              
operations or financial condition because the furnishings segment to be         
sold is already treated as discontinued operations in the historical            
financial data.  Therefore, no selected pro forma financial data is             
presented here.  However, pro forma financial statements are presented          
elsewhere in this Information Statement.  This table should be read in          
conjunction with "MANAGEMENT'S DISCUSSION AND ANALYSIS," and the                
historical and pro forma financial statements and information presented         
elsewhere in this Information Statement and in the Company's 1994 Annual        
Report to Stockholders.  All amounts are in thousands, except per share         
data.  The Company has never declared cash dividends on its common              
stock.                                                                          

                                                        [Enlarge/Download Table]

                                         Three months ended                                                               
                                              March 31,                           Year ended December 31,                 
                                       -----------------------     -------------------------------------------------------
                                           1995        1994        1994        1993        1992        1991        1990   
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
Net sales                                 $4,189     $10,860     $31,245     $15,242         $--         $--          $-- 
Net earnings (loss)                                                                                                       
    Continuing operations                   (404)          2     (10,392)       (113)         --          --           -- 
    Discontinued operations                             (509)     (5,048)       (703)        989         282       (1,249)
                                       -----------------------     -------------------------------------------------------
    Net earnings (loss)                     (404)       (507)    (15,440)       (816)        989         282       (1,249)

Earnings (loss) per share                                                                                                 
    Continuing operations                   (.04)                  (1.00)       (.01)          -           -            - 
    Discontinued operations                             (.05)       (.48)       (.07)        .09         .03         (.12)
                                       -----------------------     -------------------------------------------------------
    Net earnings (loss)                     (.04)       (.05)      (1.48)       (.08)        .09         .03         (.12)

                                               March 31,                                 December 31,                     
                                       -----------------------     -------------------------------------------------------
                                           1995        1994        1994        1993        1992        1991        1990   
--------------------------------------------------------------------------------------------------------------------------
Working capital                          (10,404)      5,831     (11,379)      3,947          --          --           -- 
Total assets                              14,934      34,888      16,691      34,571      16,014      17,773       19,645 
Long-term debt                                 0      11,636           0       9,939       4,451       6,393        8,335 
Stockholders' equity (deficit)            (4,866)      9,677      (4,425)     10,236      11,078      10,667       10,395 
Book value per common share                 (.47)        .93        (.40)        .98        1.04         .99          .96 

Discontinued operations includes the furnishings segment and Nord Systems.                                                


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     
CONDITION AND RESULTS OF OPERATIONS       
Overview                                                                        
In 1995 the Company decided to significantly downsize the Maris           
business by concentrating on the low voltage security and fire alarm            
business and selected smart highway applications.  The majority of net          
sales in the first quarter of 1994 represented bonded correctional              
facility and airport projects that the Company has not pursued in 1995.         

Due to declining furniture sales, particularly to the federal             
government, the Company has decided to dispose of the furnishings               
segment.  The Company has agreed to sell the assets of the domestic             
furnishings segment including Corel for cash and notes receivable.  The         
Company will apply the sale proceeds to pay down its bank debt which is         
expected to close in July 1995.  The UK furnishings business will be            
sold to local management in return for notes receivable.  The Canadian          
operation was sold to Safeguard Scientifics, Inc. in April 1995.  Due to        
these plans, the furnishings segment has been presented as a                    
discontinued operation.                                                         

Continuing operations reflect the results of the on-going businesses      
of Maris Equipment Company ("Maris") and Airo Clean.  Due to the                
disposition of the furnishings segment and the change in the focus of           
the business, comparisons from year to year are not necessarily                 
meaningful.                                                                     

Review of continuing operations during the first quarter of 1995                

Net sales for the quarter ended March 31, 1995 were $4.2 million          
compared to $10.9 million for the comparable period in 1994.  The               
Company reported a net loss of $403,900 or $.04 per share, compared to a        
net loss of $507,500 in the same period in 1994.  From continuing               
operations the first quarter of 1995 loss was $403,900 compared to              
essentially break-even for the comparable period in 1994.                       

First quarter 1995 Maris sales were $2.9 million compared to $9.6         
million in 1994.  Sales in 1994 included $7.1 million in bonded                 
correctional facility and airport projects which were turned over to the        
bonding companies for completion.  Maris gross profits as a percentage          
of sales increased to 18.9% in the first quarter of 1995 from 15.4% in          
the same period in 1994.                                                        

First quarter 1995 and 1994 Airo Clean sales were $1.3 million.  Airo     
Clean gross profits as a percentage of sales increased to 24.4% in the          
first quarter of 1995 from 17.1% in the same period in 1994, due to the         
Company obtaining price concessions from its vendors and selected               
increases in selling prices.                                                    

Sales and marketing expenses decreased in the first quarter of 1995       
by $380,600 compared to 1994 due to cost reductions implemented at Maris        
and Airo Clean.  Sales efforts at Maris are being concentrated in               
expanding the electronic security systems business, which typically has         
had higher gross profits than the correctional facility and airport             
hardware construction business.  The competitive environment and the            
difficulty in estimating costs and collecting revenues has adversely            
impacted Maris' gross margins on long-term correctional facility and            
airport construction projects.  The shorter completion cycle coupled            
with a less competitive environment has enabled Maris to achieve higher         
gross margins in the electronic security systems business.  The Company         
has elected to concentrate on the electronic security systems business          
due to the Company's expertise and the higher potential profits                 
resulting from the relatively high gross margins.                               

Marketing efforts at Airo Clean have been focused on promoting the        
BioShield and Ultraguard products which are air scrubbing devices for           
controlling airborne pathogens and targeted for the health care                 
industry.  First quarter 1995 general and administrative expenses               
decreased $356,400 compared to 1994 due principally to staff reductions         
and salary freezes implemented at Maris and Airo Clean. The Company             
continues to closely monitor and control costs and recognizes that a            
significantly downsized business in 1995 is necessary for survival.  As         
a percentage of net sales, sales and marketing and general and                  
administrative expenses increased in the first quarter of 1995 compare          
to the first quarter of 1994.  This is the result of the decrease in            
sales. The Company believes that additional sales can be achieved               
without a proportional increase in business infrastructure.  However, it        
may be difficult for the Company to increase its sales due to the               
Company's recent difficulties and its constrained financial resources.          

Interest expense in the first quarter of 1995 was $171,500 compared             
to $96,100 for the comparable period in 1994.  The increase in 1995             
reflects additional debt incurred to satisfy working capital                    
requirements, fund losses and higher interest rates.                            

The Company currently is not able to utilize any tax benefits from        
the losses incurred. The Company has generated an unrecorded loss carry         
forward of approximately $3 million which is available to off-set future        
income until the year 2010.                                                     

Liquidity and Capital Resources                                                 

As a result of significant operating difficulties, the Company has a      
severe liquidity problem.  The Company is in default of its loan                
facility ($8.3 million at March 31, 1995). These defaults cause the debt        
to be due upon demand, and, should the lender demand payment, the               
Company does not have the resources to satisfy the debt.  The Company           
has withdrawn from the correctional facility security business and is           
undertaking to significantly downsize the business which includes the           
sale of the furnishings business unit.  Proceeds from the sale, as well         
as a 1995 tax refund of $1.6 million received in the second quarter of          
1995, will reduce outstanding bank debt.  In anticipation of these              
events, the bank continues to extend credit to the Company under the            
existing borrowing base formula.  Except for a $2.4 million guarantee of        
bank debt, Safeguard is not contractually obligated to satisfy any of           
the Company's obligations at December 31,1994.  The Company believes            
that the combination of cash received from the sale of the furnishings          
business, the tax refund, the guarantee of Safeguard and the working            
capital assets of the ongoing business will be sufficient to                    
satisfy/support all of the bank debt.                                           

The Company has entered into an agreement with the parties from whom      
it acquired Maris, to significantly restructure the original purchase           
transaction.  Under this agreement the seller has agreed to offset its          
$3.6 million note receivable from the Company in exchange for releases          
from its indemnification liabilities to the Company under the original          
asset purchase agreement.  Because the Company did not have the required        
working capital to complete certain projects it turned to its sureties          
to assume and complete certain construction contracts and has extended          
its payables to vendors.  The principal sureties have agreed to release         
the Company from its indemnity obligations to them in return for 300,000        
shares of CenterCore stock, cash payments of $495,000 and additional            
payments equal to 20% of the Company's net earnings in 1998-2002 up to          
$1 million in the aggregate.  The Company is negotiating with all               
principal vendors to arrange a repayment schedule while continuing to           
supply the Company with materials needed to meet current requirements.          

Safeguard has agreed to contribute 2 million shares of its CenterCore     
common stock to the Company, sell 2.5 million shares of its CenterCore          
common stock to CenterCore management, and provide up to $3 million in          
advances to the Company to address current funding requirements of the          
downsized business which will be substantially utilized by the Company          
in 1995.  Through mid June of 1995 Safeguard has funded approximately           
$700,000 of this advance.                                                       

As a result of the restructurings, the Company has emerged as a           
significantly downsized company.  Availability of bonding on jobs will,         
at least in the near term, be limited.  Bank financing may be available         
for limited working capital requirements to augment any advances from           
Safeguard.  If these sources of funds prove to be inadequate or in the          
case of bank financing, unavailable, then the Company will have to seek         
additional funds from other investors in order to continue operations.          
There can be no assurance that new sources of funds, if required, will          
be available.  Although the Company believes it will be able to continue        
to operate in this new downsized mode, continuation is contingent on the        
Company's ability to adequately reduce its cost structure to a point            
where it is supported by the new downsized operations.                          

                                                        [Enlarge/Download Table]


                                           CENTERCORE, INC.                                               
                                     Consolidated Balance Sheets                                          
                                                                                March 31,     December 31,
                                                                                   1995           1994    
                                                                               ------------   ------------
                                                                                (unaudited)               
                                                                                                          
Assets                                                                                                    

Current assets                                                                                            
  Cash                                                                         $   358,100    $   583,600 
  Receivables, less allowances ($2,786,900 --1995; $2,865,100 --1994             4,349,500      5,024,900 
  Costs and estimated earnings in excess of billings on uncompleted contracts      362,300        292,500 
  Inventories                                                                      827,400        625,700 
  Income taxes receivable                                                        1,399,500      1,357,900 
  Other current assets                                                             479,500        231,300 
                                                                               -----------   -------------
  Total current assets                                                           7,776,300     8,115,900  

Net assets of discontinued operations                                            5,791,400      7,157,300 

Plant and equipment                                                                                       
  Leasehold improvements                                                           155,400        155,400 
  Machinery and equipment                                                          847,400        816,900 
                                                                               -----------   -------------
                                                                                 1,002,800        972,300 
  Less accumulated depreciation and amortization                                  (455,100)      (385,400)
                                                                               -----------   -------------
  Net plant and equipment                                                          547,700        586,900 

Other assets                                                                                              
  Excess of cost over net assets of businesses acquired                            188,500        192,300 
  Other                                                                            630,000        638,300 
                                                                               -----------   -------------
  Total other assets                                                               818,500        830,600 
                                                                               -----------   -------------
                                                                               $14,933,900    $16,690,700 
                                                                               ===========   =============

See note to consolidated financial statements                                                             

                                                        [Enlarge/Download Table]

                                                CENTERCORE, INC.                                        
                                        Consolidated Balance Sheets                                     
                                                                             March 31,      December 31,
                                                                                1995            1994    
                                                                            -----------    -------------
                                                                            (unaudited)                 
                                                                                                        
Liabilities and Stockholders' Equity (Deficit)                                                          

Current liabilities                                                                                     
  Accounts payable                                                          $ 5,232,000    $  5,885,500 
  Accrued expenses                                                            3,325,600       3,793,500 
  Taxes on income                                                                                       
  Billings in excess of costs and estimated earnings on uncomplete            1,180,500       1,419,800 
  Current debt                                                                8,442,100       8,396,100 
                                                                            -----------    -------------
  Total current liabilities                                                  18,180,200      19,494,900 

Long-term debt                                                                                          
Other liabilities                                                               120,200         121,300 
Deferred taxes                                                                                          

Redeemable convertible preferred stock issued to Safegaurd Scientifics, Inc.  1,500,000       1,500,000 

Stockholders' equity (deficit)                                                                          
  Common stock, $.01 par value; Authorized -- 20,000,000 shares;                                        
    Issued - 10,767,326 shares                                                  107,700         107,700 
  Additional paid-in capital                                                  7,923,400       7,923,400 
  Retained earnings (accumulated deficit)                                   (12,440,000)    (12,036,100)
  Foreign currency translation adjustment                                       (37,100)              0 
  Treasury stock at cost - 330,000 shares                                      (420,500)       (420,500)
                                                                            -----------    -------------
  Total stockholders' equity (deficit)                                       (4,866,500)     (4,425,500)
                                                                            -----------    -------------
                                                                            $14,933,900     $16,690,700 
See note to consolidated financial statements                              ===========    ============= 

                                                        [Enlarge/Download Table]

                                        CENTERCORE, INC.                                           
                              Consolidated Statements of Operations                                
                                          (UNAUDITED)                                              

                                                                         Three Months Ended        
                                                                              March 31,            
                                                                   ------------------------------- 
                                                                       1995               1994     
                                                                   -----------         ----------- 
                                                                                                   
Net sales                                                          $ 4,187,800         $10,859,900 
Cost of goods sold                                                   3,322,500           9,165,700 
                                                                   -----------         ----------- 

   Gross profit                                                        865,300           1,694,200 

Expenses                                                                                           
   Sales and marketing                                                 518,300             898,900 
   General and administrative                                          579,400             935,800 
   Interest                                                            171,500              96,100 
                                                                   -----------         ----------- 
                                                                     1,269,200           1,930,800 

Loss from continuing operations before income taxes                   (403,900)           (236,600)
Benefit of income taxes                                                                   (238,100)
                                                                   -----------         ----------- 
(Loss) earnings from continuing operations                            (403,900)              1,500 

Loss from discontinued operations                                                         (509,000)
                                                                   -----------         ----------- 
Net loss                                                             $(403,900)          $(507,500)
                                                                   ===========         =========== 

Earnings (loss) per share                                                                          
   Continuing operations                                                 $(.04)               $.00 
   Discontinued operations                                                                    (.05)
                                                                   -----------         ----------- 
   Net earnings (loss)                                                   $(.04)              $(.05)
                                                                   ===========         =========== 
Weighted average shares outstanding                                 10,437,000          10,437,000 

See note to consolidated financial statements                                                      

                                                        [Enlarge/Download Table]

                                                  CENTERCORE, INC.                                          
                                     Consolidated Statements of Cash Flows                                  
                                                   (unaudited)                                              
                                                                              Three Months Ended March 31,  
                                                                            --------------------------------
                                                                                1995                1994    
                                                                            ------------        ------------
                                                                                                            
Operations                                                                                                  
   Net Loss                                                                 $  (403,900)        $  (507,500)
   Loss from discontinued operations                                                                509,000 

   Adjustments to reconcile net (loss) to cash from operations                                              
      Depreciation and amortization                                              81,600             107,100 
      Decrease in deferred taxes                                                                       (100)
      Cash from discontinued operations                                       1,366,100             384,700 

      Cash provided by (used in) changes in working capital items                                           
         Receivables                                                            675,400             566,400 
         Inventories                                                           (201,700)             62,000 
         Contracts in progress                                                 (309,100)         (1,080,500)
         Other current assets                                                  (248,200)           (111,700)
         Accounts payable                                                      (653,500)           (284,200)
         Accrued expenses                                                      (467,900)           (458,100)
         Taxes on Income                                                        (41,600)           (605,900)
                                                                            ------------        ------------

Cash (used in) operations                                                      (202,800)         (1,418,800)

Financing Activities                                                                                        
   Borrowings of debt                                                            44,900           1,762,100 
                                                                            ------------        ------------

Cash provided by financing activities                                            44,900           1,762,100 

Investing Activities                                                                                        
   Expenditures for plant and equipment                                         (30,500)            (37,000)
   Other, net                                                                   (37,100)            (72,300)
                                                                            ------------        ------------

Cash used in investing activities                                               (67,600)           (109,300)
                                                                            ------------        ------------

Increase (decrease) in cash                                                    (225,500)            234,000 
Cash beginning of period                                                        583,600             376,900 
                                                                            ------------        ------------

Cash end of period                                                          $   358,100         $   610,900 
                                                                            ============        ============

See note to consolidated financial statements                                                               

CENTERCORE, INC.            
NOTE TO FINANCIAL STATEMENTS          

1.  Organization and Business Operations                                        

The accompanying unaudited interim financial statements were            
prepared in accordance with generally accepted principles for           
interim financial information.  Accordingly, they do not include        
all of the information and footnotes required by generally              
accepted accounting principles for complete financial statements.       
The summary of significant accounting policies and notes to             
financial statements included in the 1994 Form 10-K should be           
read in conjunction with the accompanying statements.  These            
statements include all adjustments (consisting only of normal           
recurring accurals) which the Company believes are necessary            
for a fair presentation of the statements.  The interim operating       
results are not necessarily indicative of the results expected          
for a full year.                                                        

2.  Current Debt                                                                

Due to the losses incurred in the second half of 1994, the Company      
is not in compliance with certain financial convenants under its        
bank agreements. The Company has not been successful in                 
restructuring these covenants, therefore the formerly long-term         
bank borrowings has been reflected as a current obligation as the       
bank has the ability to request immediate loan repayment. By mutual     
agreement with the bank availability under credit facility has been     
reduced to $7.7 million in May 1995. As of July 24, 1995 outstanding    
borrowings under the credit facility were $6.5 million.                 

The Company will use the proceeds from the sale of the furnishings      
business (estimated to be approximately $2.5 million at closing plus    
$4.0 million over five years), a tax refund of $1.6 million received    
in the second quarter of 1995 and cash generated from the discounted    
operation prior to its sale to reduce the outstanding bank debt. The    
remaining bank debt will be supported by working capital of the         
Company augmented by guarantees and letters of credit from Safegaurd.   

PRO FORMA FINANCIAL STATEMENTS                
(unaudited)           

The pro forma financial statement and information presented below         
give effect to the sale of the Furnishings Business to Apollo.  The pro         
forma balance sheet is presented as of March 31, 1995, assuming a               
closing of the Sale Transaction on that date.                                   

A narrative description of the pro forma effects of the Sale              
Transaction on the Company's statement of operations for the fiscal year        
ended December 31, 1994 and for the three months ended March 31, 1995 is        
provided below in lieu of a pro forma statement of operations.                  

                                                        [Enlarge/Download Table]

                                                         CENTERCORE, INC.                                                      
                                               Pro Forma Consolidated Balance Sheets                                           
                                                       As of March 31,1995                                                     
                                                           (unaudited)                                                         
                                                                                                Pro Forma                      
                                                                                               Adjustments                     
                                                                                                increase                       
                                                                                As reported     (decrease)           Pro Forma 
                                                                               -------------   -------------        -----------
                                                                                (unaudited)                                    
                                                                                                                               
Assets                                                                                                                         

Current assets                                                                                                                 
   Cash                                                                          $   358,100     $                $    358,100 
   Receivables, net                                                                4,349,500                         4,349,600 
   Notes receivable                                                                                 801,500 (a)        801,500 
   Costs and estimated earnings in excess of billings on uncompleted contracts       362,300                           362,300 
   Inventories                                                                       827,400                           827,400 
   Income taxes receivable                                                         1,399,500                         1,399,500 
   Other current assets                                                              479,500                           479,500 
                                                                                 -----------     -----------       ----------- 
   Total current assets                                                            7,776,300       1,030,500         8,806,800 

Net assets of discontinued operations                                              5,791,400      (5,791,400)(b)             0 

Plant and equipment                                                                                                            
   Leasehold improvements                                                            155,400                           155,400 
   Machinery and equipment                                                           847,400                           847,400 
                                                                                 -----------     -----------       ----------- 
                                                                                   1,002,800                         1,002,800 

   Less accumulated depreciation and amortization                                   (455,100)                         (455,100)
                                                                                 -----------     -----------       ----------- 
   Net plant and equipment                                                           547,700                           547,700 

Other assets                                                                                                                   
   Excess of cost over net assets of businesses acquired                             188,500                           188,500 
   Notes receivable                                                                                2,871,900 (c)     2,871,900 
   Other                                                                             630,000                           630,000 
                                                                                 -----------     -----------       ----------- 
   Total other assets                                                                818,500       2,642,900         3,461,400 
                                                                                 -----------     -----------       ----------- 
                                                                                 $14,933,900     $(2,118,000)      $12,815,900 
                                                                                 ===========     ===========       =========== 
See notes to pro forma consolidated balance sheet                                                                              

                                                        [Enlarge/Download Table]

                                                CENTERCORE, INC.                                                               
                                     Pro Forma Consolidated Balance Sheets                                                     
                                             As of March 31,1995                                                               
                                                  (unaudited)                                                                  
                                                                                                Pro Forma                      
                                                                                               Adjustments                     
                                                                                                 increase                      
                                                                                As reported      (decrease)         Pro Forma  
                                                                               -------------    -------------       -----------
                                                                                (unaudited)                                    
                                                                                                                               
Liabilities and Stockholders' Equity (Deficit)                                                                                 

Current liabilities                                                                                                            
 Accounts payable                                                               $  5,232,000      $                  5,232,000 
 Accrued expenses                                                                  3,325,600         (350,000)(d)    2,975,600 
 Billings in excess of costs and estimated earnings on unccompleted contracts      1,180,500                         1,180,500 
 Current debt                                                                      8,442,100       (1,768,000)(e)    6,674,100 
                                                                                 -----------      -----------      ----------- 
 Total current liabilities                                                        18,180,200       (2,118,000)      16,062,200 

Other liabilities                                                                    120,200                           120,200 

Redeemable convertible preferred stock                                             1,500,000                         1,500,000 

Stockholders' equity (deficit)                                                                                                 
 Common stock, $.01 par value; Authorized -- 20,000,000 shares;                                                                
    Issued - 10,767,326 shares                                                       107,700                           107,700 
 Additional paid-in capital                                                        7,923,400                         7,923,400 
 Retained earnings (accumulated deficit)                                         (12,440,000)                      (12,440,000)
 Foreign currency translation adjustment                                             (37,100)                          (37,100)
 Treasury stock at cost - 330,000 shares                                            (420,500)                         (420,500)
                                                                                 -----------      -----------      ----------- 
 Total stockholders' equity (deficit)                                             (4,866,500)                       (4,866,500)
                                                                                 -----------      -----------      ----------- 
                                                                                 $14,933,900      $(2,118,000)     $12,815,900 
                                                                                 ===========      ===========      =========== 
See notes to pro forma consolidated balance sheet                                                                              

CENTERCORE, INC.                                                                

NOTES TO PRO FORMA BALANCE SHEET        

(unaudited)       

The Furnishings Business will be sold for a purchase price comprised of         
three components:  cash consideration of $2.5 million less the amount,          
if any, by which the working capital of the domestic furniture business         
is less than $5 million; installment payments equal to the sum of               
$1 million, plus accounts receivable less assumed liabilities at Closing,       
plus one-half of the excess of inventory at Closing over $1 million,            
less the cash consideration; and a subordinated note equal to one-half          
of the difference between inventory at Closing less $1 million, less any        
excess inventory reserve at Closing, plus $1.065 million plus or minus          
certain capital expenditures, plus security deposits and pre-paid               
expenses at Closing.  Based on the Company's current best estimate, the         
cash consideration will be approximately $2.5 million, the aggregate            
installment payments will be approximately $2 million, and the                  
subordinated note will be approximately $2 million, for an aggregate            
purchase price of approximate $6.5 million.                                     

The following pro forma adjustments are based on working capital of             
March 31, 1995.  Actual proceeds expected to be received will differ.           

(a)   Represents the current portion of the installment note due from           
the Apollo Group.  The installment note, for $1,717,500 will be payable         
in 4 installments beginning 9 months after the close of the transaction         
which is expected to occur in August 1995 secured by a second lien on           
all the assets of the buyer.                                                    

(b)   Reflects payment to the Company of an assumed furnishings segment         
purchase price of $5,791,400 (computed in accordance with terms of the          
Asset Purchase Agreement, but based on the furnishing net book value, as        
defined, at March 31, 1995.                                                     

(c)   Represents the remaining two payments of the installment note and         
the entire subordinated note due from the Apollo Group.  The                    
subordinated note, for $1,955,900, will be payable in semiannual                
installments beginning 18 months through 5 years after closing and bears        
interest at 8% per annum secured by a second lien on the fixed assets of        
the buyer.                                                                      

(d)   Closing costs include, professional fees and expenses of $350,000         
related to the sale of furnishings segment.                                     

(e)   Reflects cash payment to the Company at closing of $2,118,000 less        
estimated closing costs of $350,000, see note (d).                              

If the furnishings segment were sold on January 1, 1995 and 1994 net            
earnings from continuing operations would not be materially different,          
because the historical statements of operations for the fiscal year             
ended 1994 and the first quarter of 1995 reflect the furnishings segment        
as a discontinued operation.  The only adjustments would be to reduce           
interest expense by approximately $182,000 for fiscal year 1994 and by          
$56,000 in the first quarter of 1995 to reflect the use of the sale             
proceeds to pay down the Company's bank credit facility and the                 
elimination of the discontinued operations. Net loss from continuing            
operations would be $10,210,000 or, $.98 per share, for fiscal year 1994        
and $347,900, or $.03 per share, for the first quarter of 1995.                 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE         

This Information Statement incorporates by reference        
the following documents:            

1.   The Company's Annual Report to Stockholders which is being           
delivered to Stockholders herewith in respect to the annual stockholders        
meeting to which this Information Statement relates.                            

2.   The Asset Purchase Agreement dated May 26, 1995 between the          
Company, Corel Corporate Seating, Inc., Safeguard Scientifics, Inc. and         
The CenterCore Group, Inc., which has been filed by the Company with the        
SEC together with a preliminary copy of this Information Statement.             

The Company will furnish to any stockholder without charge, upon written        
or telephonic request, a copy of the Asset Purchase Agreement.  Requests        
should be directed to Frederick B. Franks, Chief Financial Officer,             
CenterCore, Inc., 110 Summit Drive, Exton, PA  19341;  phone: (610) 524-        
7000.                                                                           

INDEPENDENT PUBLIC ACCOUNTANTS            

Since 1986, the Company has retained KPMG Peat Marwick LLP as its         
independent public accountants, and it intends to retain KPMG Peat              
Marwick LLP for the current year ending December 31, 1995.                      
Representatives of KPMG Peat Marwick LLP are expected to be present at          
the Annual Meeting, will have an opportunity at the Annual Meeting to           
make a statement if they desire to do so, and will be available to              
respond to appropriate questions.                                               

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934            

Section 16(a) of the Securities Exchange Act of 1934 requires the         
Company's directors, executive officers, and persons who own more than          
ten percent of a registered class of the Company's equity securities            
("10% Stockholders") to file reports of ownership and changes in                
ownership of Common Stock and other equity securities of the Company            
with the Securities and Exchange Commission ("SEC").  Officers,                 
directors and 10% Stockholders are required by SEC regulation to furnish        
the Company with copies of all Section 16(a) forms they file.  Based            
solely on its review of the copies of such forms received by it and             
written representations from certain reporting persons that no other            
reports were required for those persons, the Company believes that              
during the period from January 1, 1994 to December 31, 1994, all Section        
16(a) filing requirements applicable to its officers, directors and 10%         
Stockholders were complied with, except for a late Form 3 filed by Mr.          
Pelosi and one transaction which was reported late on a Form 4 by               
Safeguard Scientifics, Inc.                                                     

OTHER MATTERS           

The Company is not aware of any other business to be presented at the     
Annual Meeting.    The Company's Annual Report to Stockholders for the          
year ended December 31, 1994, including financial statements and other          
information with respect to the Company and its subsidiaries, is being          
mailed simultaneously to the stockholders.                                      

Dated: August   , 1995                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PRER14C’ Filing		Date		Other Filings
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		3/8/96
		12/31/95		10-K
		8/25/95		8-K
		8/24/95
		8/14/95		10-Q
Filed on:		8/1/95
		7/24/95
		7/1/95
		6/27/95
		6/15/95
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		3/31/95		10-Q,  10-Q/A
		3/13/95
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		1/4/95
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		12/31/94		10-K/A,  DEF 14C,  PRE 14C
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