Conformed Copy
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
NEWCOR, INC.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
651186108
(CUSIP Number)
Kent E. Shafer, Miller, Canfield, Paddock and Stone, P.L.C.,
150 W. Jefferson, Suite 2500, Detroit, MI 48226
(313) 496-7570
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 4, 1995
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 651186108
___________________________________________________________________________
(1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
Shirley E. Gofrank
___________________________________________________________________________
(2) Check the Appropriate Row If a Member of a Group (See Instructions)
(a)
(b)
___________________________________________________________________________
(3) SEC Use Only
___________________________________________________________________________
(4) Source of Funds (See Instructions) (not applicable)
___________________________________________________________________________
(5) Check If Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e)
___________________________________________________________________________
(6) Citizenship or Place of Organization United States of America
___________________________________________________________________________
(7) Sole Voting Power: 39,628
Number of _______________________________________________________
Shares
Beneficially (8) Shared Voting Power: 223,854
Owned by _______________________________________________________
Each
Reporting (9) Sole Dispositive Power: 39,628
Person _______________________________________________________
with
(10) Shared Dispositive Power: 223,854
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
263,482
___________________________________________________________________________
(12) Check If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 5.6%
___________________________________________________________________________
(14) Type of Reporting Person (See Instructions) IN
___________________________________________________________________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Item 1. Security and Issuer.
Security - Common
Stock, $1.00 par value ("Common
Stock")
Issuer - Newcor,
Inc., a Delaware corporation (the
"Issuer")
Principal
Executive Office - 1825 S.
Woodward, Suite 240
Bloomfield Hills, MI 48302
Item 2. Identity and Background.
(a) Name of person filing: Shirley E. Gofrank ("SEG")
(b) Business address:
3001 W. Big Beaver Rd., Suite 306
Troy, MI 48084
(c) Present principal occupation:
Certified public accountant
Name, principal business, and address of
organization through which principal occupation is
carried out:
Gofrank & Mattina, P.C.
Practice of accounting
3001 W. Big Beaver Rd., Suite 306
Troy, MI 48084
(d) SEG has not during the last five years been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) SEG has not, during the last five years, been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which SEG was or is subject to a judgment,
decree, or final order enjoining future violations of,
or prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
(f) SEG is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to March 4, 1995, Frank L. Gofrank was the sole
trustee of the Frank L. Gofrank Trust created under a trust
agreement dated 4/28/93 (the "Trust"), which on March 4, 1995
owned (and continues to own) 223,854 shares of Common Stock (the
"Trust Shares"). Frank L. Gofrank died on March 4, 1995,
whereupon SEG became one of two successor trustees of the Trust,
the other being SEG's sister, Catherine A. Gofrank ("CAG"). At
the time she became a trustee of the Trust, SEG individually
owned 39,628 shares of Common Stock (the "Individual Shares"),
which she had owned for more than 60 days prior to March 4, 1995
and which she continues to own.
Item 4. Purpose of Transaction.
The purpose of SEG's becoming one of the trustees of the
Trust was to comply with her father's wish (as expressed in the
trust agreement) that she do so.
In her capacity as a trustee of the Trust, SEG expects from
time to time to be presented with or give consideration to
proposals that the Trust acquire or dispose of securities of the
Issuer, and in her capacity as a member of the Issuer's Board of
Directors, SEG may from time to time be called upon to give
consideration to proposals that the Issuer engage in transactions
of one or more of the types listed below. Except as described in
the preceding sentence, SEG currently has no plans or proposals
which relate to or would result in: (a) the acquisition by any
person of additional securities of the Issuer or the disposition
of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present Board of
Directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board; (e) any material change in
the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter, bylaws,
or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities
of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (j) any action similar to any of those enumerated above.
Notwithstanding the foregoing, SEG intends to remain free to take
such action, including the making of such proposals with respect
to the Issuer or its securities, as SEG may from time to time
deem appropriate in light of circumstances which might arise from
time to time.
Item 5. Interest in Securities of the Issuer.
(a) SEG beneficially owns (within the meaning of Rule 13d-
3) 263,482 shares of the Common Stock (5.6% of the class).
(b) SEG has sole power to vote or direct the vote of, and
sole power to dispose or direct the disposition of, 39,628 shares
of Common Stock (i.e., the Individual Shares). SEG has shared
power to vote or direct the vote of, and shared power to dispose
or direct the disposition of, 223,854 shares of Common Stock
(i.e., the Trust Shares). SEG's voting and dispositive power
with respect to the Trust Shares is shared with CAG. The
applicable information required by Item 2 of Schedule 13D for CAG
is as follows:
(1) Name: Catherine A. Gofrank
(2) Business address:
26555 Evergreen Rd., #1050
Southfield, MI 48076-4285
(3) Present principal occupation:
Attorney
Name, principal business, and address of
organization through which principal occupation is
carried out:
Gofrank & Kelman
Practice of law
26555 Evergreen Rd., #1050
Southfield, MI 48076-4285
(4) CAG has not during the last five years
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(5) CAG has not, during the last five years,
been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
as a result of which CAG was or is subject to a
judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws or finding any violation with respect to such
laws.
(6) CAG is a citizen of the United States of
America.
(c) There were no transactions in the Common Stock effected
by SEG since 60 days prior to March 4, 1995.
(d) The beneficiaries of the Trust have the right to
receive the dividends from or the proceeds of the sale of the
Trust Shares.
(e) (not applicable)
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the Issuer.
SEG has no contracts, arrangements, understandings, or
relationships with any other person with respect to any
securities of the Issuer, including but not limited to transfer
or voting of any of the securities of the Issuer, finder's fees,
joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete, and correct.
7-10-96
(Date)
/s/ Shirley E. Gofrank
(Signature)
Shirley E. Gofrank
(Name)
Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (see 18 U.S.C.
1001).
