SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
X Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (Fee Required)
For the fiscal year ended December 31, 1995
OR
Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No Fee Required)
For the transition period from to
Commission file number 1-5985
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
MIDWEST RUBBER 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
NEWCOR, INC.
1825 S. Woodward, Suite 240
Bloomfield Hills, Michigan 48302
(810) 253-2400
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MIDWEST RUBBER 401(k) PLAN
Date September 27, 1996 By /s/Fred Davenport
Fred Davenport
_______________________
Newcor, Inc.
MIDWEST RUBBER 401(k) PLAN
_______
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
for the years ended December 31, 1995 and 1994
MIDWEST RUBBER 401(k) PLAN
INDEX OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
_______
Pages
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for Plan Benefits
as of December 31, 1995 and 1994 3
Statement of Changes in Net Assets Available for
Plan Benefits for the Year Ended December 31,
1995 and 1994 4
Notes to Financial Statements 5-10
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes at December 31, 1995 11
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1995 12-14
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of
Midwest Rubber 401(k) Plan:
We have audited the accompanying statements of net assets available for
plan benefits of Midwest Rubber 401(k) Plan as of December 31, 1995 and
1994, and the related statements of changes in net assets available for
plan benefits for the years ended December 31, 1995 and 1994. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1995 and 1994, and the changes in net assets available
for benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
the Midwest Rubber 401(k) Plan as of December 31, 1995 are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, are fairly stated, in all material respects, in relation to the
basic financial statements taken as a whole.
COOPERS & LYBRAND L.L.P.
Detroit, Michigan
August 20, 1996
MIDWEST RUBBER 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1995 and 1994
_______
1995 1994
Assets
Investments, at fair value $579,200 $372,700
Accrued interest 1,900 1,500
Contribution receivable 46,900 44,900
Total assets available for plan benefits $628,000 $419,100
The accompanying notes are an integral
part of the financial statements.
MIDWEST RUBBER 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1995 and 1994
_______
1995 1994
Additions:
Employee contributions $144,900 $128,400
Employer contributions 46,900 44,700
Investment income:
Interest and dividend income 21,100 14,100
Net appreciation (depreciation) in
the fair value of investments 32,200 (4,000)
Total additions 245,100 183,200
Deductions:
Participant distributions 36,200 16,800
Net increase 208,900 166,400
Net assets available for plan benefits:
Beginning of year 419,100 252,700
End of year $628,000 $419,100
The accompanying notes are an integral
part of the financial statements.
MIDWEST RUBBER 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
_______
1. Description of the Plan:
The Plan is a defined contribution plan adopted effective August 3,
1992 covering eligible employees of Midwest Rubber, a division of
Newcor, Inc.
Information about the Plan and the vesting, benefit and allocation
provisions is contained in the plan agreement. Copies of this document
are available from the employer.
Participants may make contributions to the Plan up to a maximum amount
as specified in IRS Section 402(G).
The employer has the right to amend or terminate the Plan at any time.
In the event that the Plan is terminated, all participants' accounts
become fully vested.
2. Significant Accounting Policies:
The fair value of investments held by the Plan in collective investment
funds are stated at quoted market prices on the last business day of
the plan year. Investments in guaranteed investment contracts, which
are insurance company issued contracts, are stated at contract price.
The fair value of investments in common stock funds is stated at the
quoted market prices on the last business day of the plan year.
Expenses incurred in connection with the operation of the Plan are
borne by the employer.
The Plan presents in the statement of changes in net assets available
for plan benefits the net appreciation (depreciation) in the fair value
of its investments which consists of the realized gains and losses and
the unrealized appreciation (depreciation) on those investments.
The preparation of financial statements is conformity with generally
accepted accounting principles requires management at times to make
estimates and assumptions that affect the reported amounts in the
financial statements. Actual results could differ from those
estimates.
The plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities,
it is at least reasonably possible that changes in risks in the near
term would materially affect participants' account balances and the
amounts reported in the statement of net assets available for plan
benefits and the statement of changes in net assets available for plan
benefits.
3. Investments:
The Plan's investments are held by a bank-administered trust fund. The
following table presents the fair value of investments as of December
31, 1995 and 1994:
1995 1994
Comerica Bank Short-term Investment Fund $19,700 $ 16,300
Comerica Bank Guaranteed Investment
Contract Fund 372,100 247,500
Comerica Bank 500 Index Fund 58,800 28,200
Comerica Bank Balanced Fund 64,800 40,200
Comerica Bank Fixed Income Fund 63,800 40,500
Total $ 579,200 $372,700
4. Income Tax Status:
The Internal Revenue Service has ruled that the Plan qualifies under
Section 401 of the Internal Revenue Code ("IRC") and is, therefore, not
subject to tax under present income tax laws. Once qualified, the Plan
is required to operate in conformity with the IRC to maintain its
qualification. The plan administrator is not aware of any course of
action or series of events that have occurred that might adversely
affect the Plan's qualified status.
The Plan obtained its latest determination letter on December 9, 1993,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
IRC.
5. Summary of Financial Data:
The following is a summary of the plan financial information segregated
by investment program:
SUMMARY OF NET ASSETS
_______
Comerica
Comerica Guaranteed
Fixed Investment Comerica Comerica
Income Contract 500 Index Balanced
Fund Fund Fund Fund Other Total
Net assets available for plan
benefits:
December 31, 1995 $67,600 $386,600 $59,700 $67,200 $46,900
$628,000
December 31, 1994 $42,700 $259,200 $29,900 $42,400 $44,900
$419,100
5. Summary of Financial Data, continued:
SUMMARY OF CHANGES IN NET ASSETS
for the year ended December 31, 1995
_______
Comerica
Comerica Guaranteed
Fixed Investment Comerica Comerica
Income Contract 500 Index Balanced
Fund Fund Fund Fund Other Total
Additions:
Employee contributions
$ 20,600 $87,600 $17,000 $19,700 0 $144,900
Employer contributions
0 44,900 0 0 $2,000 46,900
Transfers in
0 0 900 0 0 900
Interest and dividend income
100 20,700 200 100 0 21,100
Net appreciation (depreciation)
in fair value of investments
8,900 0 13,100 10,200 0 32,200
Total additions
29,600 153,200 31,200 30,000 2,000 246,000
Deductions:
Participant distributions
4,200 25,800 1,400 4,800 0 36,200
Transfers out
500 0 0 400 0 900
Total deductions
4,700 25,800 1,400 5,200 0 37,100
Net additions
$24,900 $127,400 $29,800 $24,800 $ 2,000 $208,900
5. Summary of Financial Data, continued:
SUMMARY OF CHANGES IN NET ASSETS
for the year ended December 31, 1994
_______
Comerica
Comerica Guaranteed
Fixed Investment Comerica Comerica
Income Contract 500 Index Balanced
Fund Fund Fund Fund Other Total
Additions:
Employee contributions
$ 18,900 $80,000 $10,500 $19,000 0 $128,400
Employer contributions
0 42,100 0 0 $ 2,600 44,700
Transfers in
300 4,300 5,200 300 0 10,100
Interest and dividend income
1,200 12,100 0 800 0 14,100
Net appreciation (depreciation)
in fair value of investments
(2,300) 0 300 (2,000) 0 (4,000)
Total additions
18,100 138,500 16,000 18,100 2,600 193,300
Deductions:
Participant distributions
1,300 11,700 1,100 2,700 0 16,800
Transfers out
2,600 2,900 2,600 2,000 0 10,100
Total deductions
3,900 14,600 3,700 4,700 0 26,900
Net additions
$14,200 $123,900 $12,300 $13,400 $2,600 $166,400
The "other" column represents adjustments made by the plan
administrator to conform the trustee-certified financial data to the
accrual basis of accounting.
6. Certain Events:
Effective April 1, 1996, the Company will begin providing a matching
company contribution equal to 25 percent of the first 6 percent of
employee contributions. The company's matching contribution will be in
the form of Newcor common stock and will be subject to a vesting
schedule based on years of service from the date of hire as follows: 1
year of service, 30 percent vesting; 2 years of service, 60 percent
vesting; 3 years of service, 100 percent vesting.
Newcor common stock will be made available as an additional investment
option for employee contributions. The target date for this option is
October 1, 1996.
As amended, the plan administrator believes that the Plan will be in
compliance with the applicable requirements of the Internal Revenue
Code and will retain its tax-exempt status.
7. Form 5500:
The difference between the information included in Form 5500 and that
which is included in the accompanying financial statements is
attributable to benefits payable being reported as a liability on Form
5500 and the accompanying financial statements not reporting benefits
payable as a liability on the statement of net assets available for
plan benefits.
8. Benefit Payments:
Benefits payable to participants who became eligible to take a
distribution from the Plan but have not yet been paid aggregated $7,625
and $11,093 at December 31, 1995 and 1994, respectively.
MIDWEST RUBBER 401(k) PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
_______
Identity of Issuer,
Borrower, Lessor Fair
(a) or Similar Party Description of Investment Value Cost
* Cash equivalents,
Comerica Bank
Short-Term Fund Master Trust Demand Note
$19,700 $19,700
* Fixed Income Fund
Comerica Bank
F Fund 1,780 shares 63,800 56,800
* Equity funds,
Comerica Bank
500 Index Fund 232 shares 58,800 44,300
* Guaranteed Investment
Contract Funds,
Comerica Bank 372,132 shares
372,100 372,100
* Balanced Funds,
Comerica Bank 4,221 shares 64,800 55,800
$579,200 $548,700
MIDWEST RUBBER 401(k) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1995
_______
REPORTING CRITERION I: Any transaction within the plan year, with respect
to any plan asset, involving an amount in excess of five percent of the
current value of plan assets.
Identity of Party
Description of Asset
Purchase Selling Cost Current Value Net Gain
Price Price of Asset of Asset or (Loss)
Comerica Bank
GIC Fund
1 Purchase $69,740 $69,740 $69,740
Comerica Bank
Short Term Fund
1 Purchase 51,361 51,361 51,361
1 Sale $69,740 69,740 69,740
REPORTING CRITERION II: Any series of transactions (other than
transactions with respect to securities) within the plan year with or in
conjunction with the same person which, when aggregated, regardless of the
category of asset and the gain or loss on any transaction, involves an
amount in excess of five percent of the current value of plan assets (Note
A).
Not applicable.
MIDWEST RUBBER 401(k) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
_______
REPORTING CRITERION III: Any transaction within the plan year involving
securities of the same issue if within the plan year any series of
transactions with respect to such securities, when aggregated, involves an
amount in excess of five percent of the current value of plan assets (Note
A).
Identity of Party
Description of Asset
Purchase Selling Cost Current Value Net Gain
Price Price of Asset of Asset or (Loss)
Comerica Bank
Short Term Investment Fund
122 Purchases $189,961 $189,961 $189,961
58 Sales $168,242 168,242 168,242
Comerica Bank
GIC Fund
14 Purchases 56,702 56,702 56,702
6 Sales 5,709 5,709 5,709
Comerica Bank
500 Index Fund
9 Purchases 18,490 18,490 18,490
2 Sales 1,026 865 1,026 $161
MIDWEST RUBBER 401(k) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
_______
REPORTING CRITERION IV:Any transaction within the plan year with respect to
securities with or in conjunction with a person which, if any prior or
subsequent single transaction within the plan year with such person with
respect to securities, exceeds five percent of the current value of plan
assets.
Identity of Party
Description of Asset
Purchase Selling Cost Current Value Net Gain
Price Price of Asset of Asset or (Loss)
Not applicable.
Note: (A) Transactions already reported under Criterion I are not
repeated here.
