SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NEWCOR, INC.
(Name of Registrant as Specified In Its Charter)
____________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
_______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
(5) Total fee paid:
_______________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: ________________________________________________
2) Form, Schedule or Registration Statement No.: __________________________
3) Filing Party: __________________________________________________________
4) Date Filed: ____________________________________________________________
<PAGE>
NEWCOR, INC.
1825 S. Woodward, Suite 240
Bloomfield Hills, Michigan 48302
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 5, 1997
To the Shareholders of NEWCOR, INC.
Notice is hereby given that the Annual Meeting of Shareholders of
Newcor, Inc. will be held at the Troy Marriott, 200 W. Big Beaver Road, Troy,
Michigan, on Wednesday, March 5, 1997, at nine thirty o'clock in the morning,
for the following purposes:
1. To elect three Directors to serve until the 2000 Annual Meeting of
Shareholders or until their successors have been duly elected and
qualified.
2. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
The close of business on January 16, 1997, has been fixed by the Board
of Directors as the record date for the determination of shareholders
entitled to notice of, and to vote at, the Annual Meeting.
You are cordially invited to attend the meeting in person. If you do
not expect to be present, please mark, sign and date the enclosed proxy and
mail it in the return envelope, which requires no postage if mailed in the
United States. It will assist us in preparing for the meeting if shareholders
will return their signed proxies promptly regardless of whether they expect
to attend in person and whether they own few or many shares. The proxy may be
withdrawn at any time prior to being voted.
By Order of the Board of Directors
/s/ Thomas D. Parker
---------------------------
Thomas D. Parker, Secretary
Bloomfield Hills, Michigan
February 3, 1997
<PAGE>
NEWCOR, INC.
1825 S. Woodward, Suite 240
Bloomfield Hills, Michigan 48302
PROXY STATEMENT
Annual Meeting of Shareholders
to be held on March 5, 1997
This Proxy Statement is furnished to the holders of the Common Stock,
par value $1.00, of Newcor, Inc. (the "Company"), a Delaware corporation, in
connection with the solicitation of proxies by the Board of Directors of the
Company to be voted at the Annual Meeting of Shareholders to be held March 5,
1997, at nine thirty o'clock in the morning, local time, at the Troy Marriott
Hotel, 200 W. Big Beaver Road, Troy, Michigan, and any adjournments thereof
(the "Annual Meeting"), for the purposes set forth in the accompanying Notice
of Annual Meeting of Shareholders. This Proxy Statement and the accompanying
form of proxy will be first sent or given to shareholders on February 3,
1997.
The cost of soliciting proxies by mail, telephone, telegraph, or in
person will be paid by the Company. The Company will reimburse banks or
brokers holding stock in the names of nominees for the reasonable
out-of-pocket expense of sending soliciting material to the beneficial owners
of such stock and obtaining their proxies.
The shares represented by the enclosed proxy will be voted at the
Annual Meeting if the proxy is duly executed and timely returned. The proxy
is subject to revocation at any time before it is exercised. If a proxy is
signed but no specification is made on the form of proxy, the shares
represented by such proxy will be voted FOR the election as Directors of the
nominees listed thereon.
As of the close of business on January 16, 1997, (the record date fixed
for the Annual Meeting), the Company had outstanding 5,362,913 shares of
Common Stock, $1.00 par value (the "Common Stock"), each of which shares,
excluding 666,098 treasury shares, is entitled to one vote on each matter
presented to the meeting. The only persons entitled to notice of and to vote
at the Annual Meeting are those persons who were record holders of such
shares at the record date for the meeting.
Principal Holders of Voting Securities
So far as is known to the Company, the only persons which owned
beneficially on January 16, 1997, more than 5% of the outstanding shares of
Common Stock (excluding treasury shares) were:
<TABLE>
<CAPTION>
<S> <C>
Dimensional Fund Advisors Inc. -- 288,669 shares or 6.17%(1)
1299 Ocean Avenue
Santa Monica, California 90401
David L. Babson & Co., Inc. -- 554,700 shares or 11.81%(2)
One Memorial Drive
Cambridge, MA 02142-1300
Shirley E. Gofrank -- 263,732 shares or 5.61%(3)
3001 W. Big Beaver
Troy, MI 48084
Catherine A. Gofrank -- 269,882 shares or 5.75%(4)
26555 Evergreen Rd.
Southfield, MI 48076-4285
<FN>
- ----------------
(1) Based on a Schedule 13G, as amended through Amendment No. 8 dated
February 7, 1996, filed with the Securities and Exchange Commission (the
"Commission") by Dimensional Fund Advisors, Inc. ("Dimensional"). The
amended schedule reports that Dimensional is a registered investment
advisor, that all of the reported shares are owned by advisory clients of
Dimensional, and that Dimensional has sole
1
<PAGE>
voting power over 188,094 of the reported shares and sole dispositive
power over all of them. Information reported in the amended schedule is
as of December 31, 1995.
(2) Based on a Schedule 13G, as amended through Amendment No. 3 dated February
12, 1996, filed with the Commission by David L. Babson & Co., Inc.
("Babson"). The amended schedule reports that Babson is a registered
investment advisor having sole voting power over 379,850 of the reported
shares, shared voting power over 174,850 of them, and sole dispositive
power over all of them. Information reported in the amended schedule is as
of December 31, 1995.
(3) Based on a Schedule 13D dated July 10, 1996 filed with the Commission by
Shirley E. Gofrank and supplementary updating information provided to the
company by Ms. Gofrank in her capacity as a Director of the Company. The
reported shares include 39,628 shares over which Ms. Gofrank has sole
voting and dispositive power, 250 shares subject to an option which will
become exercisable within 60 days, and 223,854 shares over which Ms.
Gofrank shares voting and dispositive power with her sister, Catherine A.
Gofrank, in their capacity as successor co-trustees of a trust
established by their father during his lifetime. The amount reported does
not include 346 shares owned by Ms. Shirley Gofrank's husband, over which
she has no voting or dispositive power.
(4) Based on a Schedule 13D dated July 8, 1996 filed with the Commission by
Catherine A. Gofrank. The reported shares include 46,028 shares over
which Ms. Gofrank has sole voting and dispositive power and the 223,854
shares held by the trust referred to in note (3).
</TABLE>
Independent Public Accountants
Coopers & Lybrand, L.L.P., the auditors for fiscal 1996, have been
reappointed for fiscal 1997. They will have a representative at the Annual
Meeting to respond to appropriate questions by shareholders and to make a
statement if they desire to do so.
ELECTION OF DIRECTORS
Pursuant to the provisions of the Certificate of Incorporation of the
Company, members of the Company's Board of Directors (the "Board") are
divided into three classes. One class of Directors is elected each year for a
term of three years and until their successors have been elected and have
qualified. Three Directors are to be elected at the Annual Meeting to the
class of Directors with terms scheduled to expire in 2000. The Board's
nominees for election to the 2000 class are incumbent Directors Jack R.
Lousma, Richard A. Smith and Kurt O. Tech.
Pursuant to applicable Delaware corporation law, assuming the presence
of a quorum, Directors will be elected at the Annual Meeting, from among
those persons duly nominated for such positions, by a plurality of the votes
actually cast by holders of Common Stock who are present in person, or
represented by proxy, and entitled to vote at the meeting. Thus, for this
year, those nominees who receive the highest, second-highest and
third-highest numbers of votes for their election as Directors will be
elected, regardless of the number of votes which for any reason, including
abstention, broker non-vote, or withholding of authority to vote, are not
cast for the election of such nominees.
It is intended that votes for election as Directors will be cast
pursuant to the proxies hereby solicited (except to the extent authority is
withheld) for the nominees named above. If any nominee shall be unable to
serve, the proxies will be voted for such other person as may be nominated by
the current Board of Directors. At present, the Company has no reason to
believe that any named nominee will be unable to serve if elected.
The following table sets forth information relating to each nominee,
each Director of the Company whose term continues beyond 1997, and each
Executive Officer of the Company who is neither a Director nor a nominee,
based in each case on data furnished by such person, and the holdings of
Common Stock of all Directors and Executive Officers as a group. Except as
indicated by footnote, each person exercises sole voting and investment power
with respect to shares shown.
2
<PAGE>
<TABLE>
<CAPTION>
Shares of
Name, Principal Occupation or Common Stock
Employment at Present and for Served as a Owned Percent
Past Five Years and Certain Director of the Beneficially at of
Directorships, or Identity of Group Age Company Since January 16, 1997 Class
- ----------------------------------- --- --------------- ---------------- ---------
Nominees for Terms Expiring in 2000
<S> <C> <C> <C> <C>
Jack R. Lousma(2),(3), President of
Diamond General Development Corp.,
developer and manufacturer of products
for the dental industry, since July
1996 and, prior thereto, Vice President
of Marketing (1994-1996); President
of Michigan Columbia Corp., an aerospace
engineering/consulting company; Vice
President Marketing and Sales of Aero
Sport, Inc., developer and marketer of
analyzers for the medical industry,
1993-1994; President of Consortium for
International Earth Science Information
Network (non-profit) 1989-93;
Director of Republic Bank ............... 60 1991 4,900(8) .10%
Richard A. Smith(1), from December
1990 until his retirement in March
1995, President and Chief Executive
Officer of Newcor, Inc.; President
and Chief Operating Officer of
Newcor, Inc., May 1986 through
December 1990; Director of GMI
Engineering and Management
Institute and of Coating
Specialties, Inc ........................ 57 1987 64,165(5)(8) 1.37%
Kurt O. Tech(1),(2),(3), prior to
his retirement in 1980, President
of The Cross Company .................... 75 1981 11,197(8) .24%
<CAPTION>
Directors Whose Terms Expire in 1999
<S> <C> <C> <C> <C>
Frank L. Klapperich, Jr.(1),(2),(4),
President of Charter Capital
Corporation, a personal investment
firm; Director of Washington National
Corporation, a life and disability
insurance company, and of T.C.
Manufacturing Co., Inc., a chemical
coatings and plastic packaging
manufacturer ........................ 62 1991 10,250(8) .22%
William A. Lawson(1),(4), Chairman
of the Board of Newcor, Inc. since
March 1991 and, prior thereto, Vice
Chairman; Chairman and CEO of
Atlantic Eagle, Inc., a
manufacturer of parts and equipment
for the packaging industry, since
October 1995; Chairman of W. A.
Lawson Associates, investments and
consulting;. Director of Energy
Research Corp ....................... 63 1988 117,891(8) 2.50%
<CAPTION>
Directors Whose Terms Expire in 1998
<S> <C> <C> <C> <C>
Jerry D. Campbell(3),(4), Chairman
and CEO of Republic Bancorp Inc.;
Director of PICOM Insurance Co.;
Director of Mercantile Bank of
Naples, Florida ................... 56 1987 46,783(8) 1.00%
Shirley E. Gofrank(2), President
and Managing Director of Gofrank &
Mattina, P.C., a public accounting
firm .............................. 48 1995 263,732(5)(6)(8) 5.61%
W. John Weinhardt(1), President and
Chief Executive Officer of Newcor,
Inc. since March 1995; Vice
President and Group Executive of
Danaher Corp., a diversified
manufacturer of automotive
products, process-environmental
controls and hand tools, November
1990-January 1995; President and
CEO of Fayette Tubular Products,
Inc. (Danaher subsidiary), November
1991-January 1995 ................. 45 1995 58,211(7)(8) 1.23%
3
<PAGE>
<CAPTION>
Shares of
Name, Principal Occupation or Common Stock
Employment at Present and for Served as a Owned Percent
Past Five Years and Certain Director of the Beneficially at of
Directorships, or Identity of Group Age Company Since January 16, 1997 Class
- ----------------------------------- --- --------------- ---------------- ---------
Non-Director Executive Officers
<S> <C> <C> <C>
Robert C. Ballou, Group Vice
President Precision Machined
Products of Newcor, Inc. since
October 1995; Director of
Manufacturing of MascoTech, an
automotive supplier, 1992-1995;
Director of Manufacturing Services
of Holley Automotive Division of
Coltec Inc., 1989-1992 ............ 43 4,624(7)(8) .10%
John D. Borseth, Group Vice
President Special Machines of
Newcor, Inc. since November 1994;
Senior Vice President Corporate
Sales & Marketing of Newcor, Inc.,
1993-1994; Vice President Sales and
Marketing of Giddings & Lewis, a
machine tool company, 1989-1993 ... 60 15,639(7)(8) .33%
John Garber, Vice President
Finance, Treasurer and Chief
Financial Officer of Newcor, Inc.
since September 1991 .............. 55 12,866(7)(8) .27%
Thomas D. Parker, Vice President
Human Resources and Secretary of
Newcor, Inc. since June 1994; Vice
President Human Resources of
Newcor, Inc. since 1992; Director
Human Resources of Newcor, Inc.
1983-1992 ......................... 49 3,160(7)(8) .07%
Dennis H. Reckinger, Group Vice
President Rubber and Plastic of
Newcor, Inc. since December 1995;
President and General Manager of
Midwest Rubber Division of Newcor,
Inc. since 1967 ................... 61 5,545(7)(8) .12%
All Directors and Executive
Officers as a group
(13 persons) ...................... 618,963(5)(6)(7)(8) 12.95%
<FN>
- ----------------
(1) Member of the Executive Committee (By virtue of his position as Chairman
of the Board, Mr. Lawson also is entitled to attend all meetings of Board
committees, but he has no right to vote on any matter coming before any
committee other than the Executive Committee and the Finance Committee.)
(2) Member of the Audit Committee
(3) Member of the Compensation/Stock Option Committee
(4) Member of the Finance Committee
(5) Does not include shares held by spouses, the beneficial ownership of which
is disclaimed as follows: Shirley E. Gofrank, 346; Richard A. Smith, 377.
(6) Includes shares held in trust where beneficial ownership is disclaimed as
follows: Shirley E. Gofrank, co-trustee, 223,854.
(7) Includes shares held by 401(k) plan as follows: Robert C. Ballou, 124; John
D. Borseth, 139; John Garber, 116; Thomas D. Parker, 85; Dennis H.
Reckinger, 26; W. John Weinhardt, 1,211. These individuals have sole
investment power but no voting power over these shares.
(8) Includes shares which may be acquired under stock options currently or
within 60 days exercisable, as follows: Jerry D. Campbell, 250; Shirley E.
Gofrank, 250; Frank L. Klapperich, Jr., 250; William A. Lawson, 14,744;
Jack R. Lousma, 250; Richard A. Smith, 250; Kurt O. Tech, 250; Robert C.
Ballou, 500; John D. Borseth, 6,000; John Garber, 4,688; Thomas D. Parker,
2,575; Dennis H. Reckinger, 2,250; W. John Weinhardt, 50,000; all Directors
and Executive Officers as a group, 82,257.
</TABLE>
The Board of Directors held six meetings during the fiscal year ended
October 31, 1996. The Executive Committee, which acts on behalf of the
Board between board meetings, held three meetings during fiscal 1996. The
Audit Committee, the function of which is to assist the Board of Directors in
fulfilling its fiduciary
4
<PAGE>
responsibility relating to corporate accounting and reporting practices, and
to maintain a direct and separate line of communication between the Board of
Directors and the Company's independent auditors, held two meetings during
the fiscal year. The Compensation/Stock Option Committee, the functions of
which include reviewing current compensation practices, making
recommendations to the Board for compensation of Directors and Officers,
making recommendations in relation to the Company's 401(k) Plan, and
administering the Company's stock-based plans, met twice during the fiscal
year. (For more information concerning this committee, see "Compensation
Committee Report" below). The Finance Committee, the duties of which include
recommending dividend action to the Board after consultation with the
Company's management, as well as providing the Board of Directors with such
advice and recommendations as it may from time to time request concerning
borrowings, issuance of securities, investment of cash balances and other
investments, consists of three Directors. (By virtue of his position as Chief
Financial Officer, Mr. Garber also is entitled to attend all meetings of the
Finance Committee, but he has no right to vote upon any matter coming before
that committee.) The Finance Committee's duties also include recommending
persons to the Board for nominations to the Board of Directors. The Finance
Committee does not solicit nominations from shareholders. The Finance
Committee held three meetings during the 1996 fiscal year. During that year,
all Directors attended at least 75% of all meetings of the Board of Directors
and of committees on which they served.
Executive Compensation
Summary Compensation Information. The table which follows provides
information, for each of the Company's last three completed fiscal years in
which they were Executive Officers, concerning the compensation of W. John
Weinhardt, the Company's current Chief Executive Officer ("CEO") and the four
other highest paid Executive Officers whose salaries and bonuses for the fiscal
year ended October 31, 1996 exceeded $100,000.
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
Long-Term Compensation
--------------------------
Annual Compensation Awards
------------------------------------------ --------------------------
Other Securities
Annual Restricted Underlying
Name and Compen- Stock Stock All Other
Principal Position Year Salary($) Bonus($) sation($)(2) Awards($)(3) Options(#)(4) Compensation($)(5)
------------------ ---- --------- -------- ------------ ------------ ------------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
W. J. Weinhardt .......... 1996 $256,667 $176,000 $20,071 -0- 0 shares $26,461
Pres. & CEO .............. 1995 $166,667 $200,000 $20,171 -0- 100,000 shares $27,211(6)
R. C. Ballou ............. 1996 $135,000 $ 51,000 -0- $16,500 6,000 shares -0-
Grp VP ................... 1995 $ 11,250 $ 15,000 -0- -0- 0 shares -0-
J. D. Borseth ............ 1996 $159,675 $127,943 -0- -0- 0 shares -0-
Gr. VP ................... 1995 $152,800 -0- -0- -0- 0 shares -0-
J. Garber ................ 1996 $126,735 $ 51,315 -0- $8,250 2,000 shares -0-
Treasurer, VP&CFO ........ 1995 $120,700 -0- -0- -0- 0 shares -0-
1994 $120,700 -0- -0- -0- 0 shares -0-
D. H. Reckinger .......... 1996 $129,200 $ 46,784 -0- $6,188 2,500 shares -0-
Grp VP
<FN>
- ----------------
(1) Where compensation is reported for less than three years, the named
executive was not an Executive Officer during the years omitted period.
(2) Amounts reported as Other Annual Compensation do not include any
perquisites or other non-cash benefits provided to named executives,
which in each case and for each fiscal year did not exceed 10% of the
executive's aggregate salary and bonus for the year. The fiscal 1995 and
1996 amounts reported for Mr. Weinhardt represent a so-called "gross up"
for taxes payable by him due to the Company's reimbursement of the life
insurance premiums reported in this table under "All Other Compensation."
(3) Dollars reported in this column relate to awards of transfer-restricted
but nonforfeitable shares of Common Stock received by the pertinent
executives in fiscal 1997 under the Voluntary Program of the Company's
1996 Employee Incentive Stock Plan in exchange for portions of the cash
bonuses awarded to
5
<PAGE>
these executives for fiscal 1996 performance under the Company's cash
incentive bonus plan. As required by Commission rules, dollars reported
for each executive have been calculated by multiplying the
NASDAQ-reported closing price for an unrestricted share of Common Stock
on the grant date for the shares by the number of shares received. As
contemplated by the 1996 Employee Incentive Stock Plan, the transfer
restrictions thereby imposed on these shares lapse on the first
anniversary of the grant date. The holders possess all of the normal
rights of a holder of Common Stock with respect to these shares,
including voting and dividend rights. As of the last business day of
fiscal 1996, Mr. Reckinger held 700 shares of Common Stock received under
the 1996 Employee Incentive Stock Plan still subject to transfer
restrictions. None of the other named executives held any shares of
Common Stock received under the 1996 Employee Incentive Stock Plan or any
other company plan that were then still subject to transfer restrictions.
(4) Shares reported in this column include 4,000 subject to options acquired
by Mr. Ballou, 2,000 subject to options acquired by Mr. Garber and 1,500
subject to options acquired by Mr. Reckinger as a result of participation
in the Voluntary Program of the 1996 Employee Incentive Stock Plan. The
other shares reported relate to options granted early in fiscal 1996
under the Discretionary Program of the Company's 1993 Management Stock
Incentive Plan. Further information concerning these plans is provided
below under "Certain Information Concerning Stock Options" and in the
Compensation Committee Report.
(5) Except as otherwise indicated in note (6), all totals reported in this
column represent reimbursement of premiums paid by Mr. Weinhardt on a
$1,500,000 insurance policy on his life. Mr. Weinhardt is the owner of this
policy, and the Company is not a beneficiary.
(6) Total includes $750 of director fees. Since March 8, 1995, Directors who
also are employees of the Company or an affiliate are not paid any
separate compensation for Board service. Prior to that date, employee
Directors were paid meeting fees (but not retainers) on the same terms as
described above.
</TABLE>
Certain Agreements with Executives. In connection with his engagement
as President and CEO, W. John Weinhardt entered into an employment agreement
with the Company for an initial term ending February 28, 1997. The agreement
thereafter will extend for successive one year periods unless either party
notifies the other during the initial term or such an extended term that the
notifying party has elected to terminate the agreement at the end of that
term. Under this agreement, Mr. Weinhardt is entitled to receive salary at a
specified annual rate subject to periodic review by the Board (initially
$250,000; currently $290,000), to cash bonuses under the Company's cash
incentive bonus plan if and as earned, to participate in other employee
benefit plans available to Company executives, to a $1,500,000 insurance
policy on his life paid for by the Company, and to specified health insurance
coverage for him and his family and certain other non-cash fringe benefits. A
one-time cash bonus of $100,000 also was payable to Mr. Weinhardt under the
agreement at the time he commenced his duties with the Company, and the
agreement also contemplated a "guaranteed" bonus of $100,000 for fiscal 1995,
which was paid to Mr. Weinhardt after year-end, and the grant that was made
to him in fiscal 1995 of an option covering 100,000 shares of Common Stock.
The employment agreement with Mr. Weinhardt would terminate immediately
upon his death or permanent disability and is terminable at any time by
either party upon 30 days prior written notice to the other. If termination
is due to Mr. Weinhardt's permanent disability or an election by the Company
not to the extend the agreement for an additional term, or if termination is
otherwise by the Company and not for Cause (as defined in the agreement), he
will be entitled for one year following the termination date to continued
payment by the Company of the premiums on his life insurance policy and of
his salary at the rate then in effect (reduced by any amounts payable under
the Company's long-term disability policy), to continuation of health
insurance and certain other fringe benefits for up to one year after his
termination date, to any bonus earned at the time of termination, and to
outplacement services. If termination is by Mr. Weinhardt's death or at his
election, or is by the Company for Cause, he (or his estate) will be entitled
only to salary earned as of the termination date, and the Company's other
obligations to him under the agreement also will cease as of that date.
Regardless of the time or circumstances of his employment termination,
Mr. Weinhardt for five years thereafter is prohibited by the employment
agreement from making any attempt to induce or encourage any employee of the
Company or an affiliate to leave for employment with a competitor. The
agreement also
6
<PAGE>
imposes confidentiality obligations upon Mr. Weinhardt, which continue
indefinitely, and provides that any intellectual property developed or
invented by him during the term of his employment will be the sole and
exclusive property of the Company.
In connection with his engagement by the Company, Mr. Weinhardt and the
Company also entered into another agreement, providing for certain payments
to him in the event that, within eighteen months after a change in control
(as defined in such agreement), he or the Company should terminate his
employment. Depending on the reason for termination and upon whether it is
the Company or Mr. Weinhardt that terminates, either no payments would be
required under the agreement or the amount of the required payments would be
either 1.25 or 2.5 times the sum of (a) Mr. Weinhardt's annual base salary in
effect at the termination date or, if higher, immediately preceding the
change in control and (b) his average annual bonus for the three full Company
fiscal years (or, if shorter, the entire period of his employment)
immediately preceding the termination date or change in control. The
agreement also provides for continuance of health, life, and similar
insurance coverage for specified time periods following employment
termination after a change in control and, under some circumstances, for
outplacement services. In addition, it provides that, upon the occurrence of
a change in control, all outstanding but theretofore unexercisable options to
acquire Company stock held by Mr. Weinhardt would become immediately
exercisable in full, and that each Company stock option held by Mr. Weinhardt
would continue to be exercisable for six months following any termination of
his employment within eighteen months after a change in control or such
lesser period as the option would have been exercisable if his employment had
not terminated.
Each of the following other Executive Officers named in the Summary
Compensation Table above: Robert C. Ballou, John D. Borseth, and Dennis H.
Reckinger, has a severance agreement with the Company. Under the current
terms of each severance arrangement, all of which are subject to change at
the Company's discretion, if the covered executive were terminated by the
Company other than for cause (as therein defined), he would be entitled to
his salary at the rate in effect at the date of his termination and
continuation of certain employee benefits for a specified severance period
thereafter (6 months for Mr. Ballou; 12 months for Messrs. Borseth and
Reckinger). Mr. Reckinger's severance agreement also includes a
noncompetition agreement by him, effective for his entire severance period.
Certain Information Concerning Stock Options. The table which follows
provides information concerning grants of stock options made during the
Company's last-ended fiscal year to each of the Executive Officers named in
the Summary Compensation Table above.
Option/SAR Grants in Last Fiscal Year(1)
----------------------------------------
<TABLE>
<CAPTION>
Potential
Realizable Value at Assumed
Individual Grants Appreciation for Option Term(3)
----------------------------------------------------- -------------------------------
Securities % of Total
Underlying Options/SARs
Options/ Granted to Exercise or
SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date(2) 5% ($) 10% ($)
---- ----------- ------------ ----------- --------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
R. C. Ballou ......... 2,000 11.8% $9.4375 12/13/2005 $11,870 $30,082
4,000 23.5% $8.25 12/16/2006 $20,754 $52,594
J. Garber ............ 2,000 11.8% $8.25 12/13/2006 $10,377 $26,297
D. H. Reckinger ...... 1,000 5.9% $9.4375 12/13/2005 $ 5,935 $15,041
1,500 8.8% $8.25 12/19/2006 $ 7,783 $19,723
<FN>
- ----------------
(1) The stock options reported in this table were granted under either the
1993 Management Stock Incentive Plan (the "1993 Plan") or the 1996
Employee Incentive Stock Plan (the "1996 Plan"). The 1993 Plan does not
authorize the grant of so-called "freestanding" stock appreciation
rights. While the 1996 Plan does authorize the use of such rights, no
such rights were granted by the Company during fiscal 1996 under that or
any other employee plan. Generally, all options granted under either the
1993 Plan or the 1996 Plan, including the options reported in this table,
first become exercisable with respect to one-quarter of the shares
covered by the option on each of the first, second, third, and fourth
anniversaries of the date of grant and are exercisable only for cash,
payable at the time of exercise. However, in the event of a Change in
Control of the Company (as defined in the 1996 Plan), exercisability of
the reported options may be accelerated.
7
(2) The expiration date reported in this table is the latest possible
expiration date for the option reported. If employment terminates earlier
than the expiration date shown, the option may expire or be canceled at
an earlier date.
(3) For each of columns 5% and 10%, "potential realizable value" represents
potential gain (net of exercise price, but without any present value
discount) based upon annual compound price appreciation at 5% or 10%, as
applicable, through the full option term. The actual value, if any, which
may be realized with respect to a reported option will be dependent upon
the future performance of the Company and its Common Stock and overall
market conditions. There can be no assurance that any values actually
realized in the future will approximate the amounts reflected in either
of these columns.
</TABLE>
The following table provides information concerning stock options
exercised by the Executive Officers named in the Summary Compensation Table
during fiscal 1996 and their holdings of options at fiscal year-end. Please
note that the unexercised options reflected in the table below include the
options reported in the immediately preceding table.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values
-------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Number of Unexercised Value of Unexercised
Acquired Value Options/SARs at Fiscal in-the-Money Options/SARs
on Realized Year-End (#) at Fiscal Year-End ($)(2)
------------------------- -------------------------
Name Exercise ($) (1) Exercisable/Unexercisable Exercisable/Unexercisable
---- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
W. J. Weinhardt ...... -0- -0- 25,000/75,000 $26,563/$79,688
R. C. Ballou ......... -0- -0- 500/1,500 -0-/-0-
J. D. Borseth ........ -0- -0- 4,000/4,000 -0-/-0-
J. Garber ............ 750 $2,734 3,688/2,000 -0-/-0-
D. H. Reckinger ...... -0- -0- 1,312/3,838 $ 188/$563
<FN>
- ----------------
(1) For purposes of this column, "value" is determined for each exercised
option by subtracting the exercise price from the NASDAQ-reported closing
price for the Common Stock as of the exercise date.
(2) For purposes of this column, "value" is determined by subtracting the
aggregate exercise price for the optioned shares from the product of that
number of shares and the NASDAQ-reported closing price for the Common
Stock as of the last business day of fiscal 1996.
</TABLE>
Newcor, Inc. Retirement Plan. This Plan provides vested participants a
monthly retirement benefit equal to years of credited service times 1.1% of
the participant's average monthly earnings (i.e., salary and bonus) for the
highest consecutive 60-month period preceding retirement or other employment
termination, subject to a limit imposed under the Internal Revenue Code upon
the maximum annual compensation amount that may be taken into account for
purposes of calculating benefits and to another Code limit upon the maximum
annual pension amount that may be paid. Substantially all salaried employees
of Newcor, Inc. are eligible to participate in the Retirement Plan.
Participants are vested after five years of employment. The estimated
credited years of service for the eligible executives named in the Summary
Compensation Table are, respectively, as follows: Mr. Ballou, one year; Mr.
Borseth, three years; Mr. Garber, five years; Mr. Reckinger, four years; Mr.
Weinhardt, one year. Since January 1, 1997, the maximum annual compensation
amount permitted by the Internal Revenue Code to be considered for
calculating Retirement Plan benefits has been $160,000, subject to future
adjustment in $10,000 increments as and when justified by increases in the
cost-of-living. The Code limit on the maximum annual pension amount that may
be paid to any participant currently is $125,000 per year, also subject to
adjustment for future cost-of-living increases.
The following table shows the estimated annual benefits (which are not
subject to deduction for Social Security benefits or other amounts) payable
under the Retirement Plan upon retirement at age 63 to persons in the
compensation and years of service classifications indicated, with benefits
computed on the basis of straight life annuities and without taking into
account the Internal Revenue Code compensation limits discussed above. Please
note that, under the Code as currently in effect, the benefits payable under
the
8
Retirement Plan for average annual compensation above $160,000 would be
the same as those reflected in the $160,000 row of the table, rather than as
presented therein, except to the extent that a higher benefit amount may be
required in order to preserve the benefit accrued for a given participant at
December 31, 1993, and except to the extent that higher benefits become
permissible due to cost-of-living adjustments.
<TABLE>
<CAPTION>
Retirement Plan Table
---------------------
Years of Service
Average --------------------------------------------------------------------
Annual
Compensation 10 15 20 25 30 35 40
- ------------ -- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C>
$100,000 $11,000 $16,500 $ 22,000 $ 27,500 $ 33,000 $ 38,500 $ 44,000
$125,000 $13,750 $20,625 $ 27,500 $ 34,375 $ 41,250 $ 48,125 $ 55,000
$150,000 $16,500 $24,750 $ 33,000 $ 41,250 $ 49,500 $ 57,750 $ 66,000
$160,000 $17,600 $26,400 $ 35,200 $ 44,000 $ 52,800 $ 61,600 $ 70,400
$175,000 $19,250 $28,875 $ 38,500 $ 48,125 $ 57,750 $ 67,375 $ 77,000
$200,000 $22,000 $33,000 $ 44,000 $ 55,000 $ 66,000 $ 77,000 $ 88,000
$225,000 $24,750 $37,125 $ 49,500 $ 61,875 $ 74,250 $ 86,625 $ 99,000
$250,000 $27,500 $41,250 $ 55,000 $ 68,750 $ 82,500 $ 96,250 $110,000
$300,000 $33,000 $49,500 $ 66,000 $ 82,500 $ 99,000 $115,500 $132,000
$350,000 $38,500 $57,750 $ 77,000 $ 96,250 $115,500 $134,750 $154,000
$400,000 $44,000 $66,000 $ 88,000 $110,000 $132,000 $154,000 $176,000
$450,000 $49,500 $74,250 $ 99,000 $123,750 $148,500 $173,250 $198,000
$500,000 $55,000 $82,500 $110,000 $137,500 $165,000 $192,500 $220,000
</TABLE>
Compensation Committee Report
The report which follows is provided to shareholders by the members of
the Compensation/Stock Option Committee of the Board of Directors
(hereinafter, the "Compensation Committee").
General. The Compensation Committee has been a standing committee of
the Board of Directors of Newcor, Inc. since 1978. Among its other duties,
the Compensation Committee is charged with the responsibilities, subject to
full Board of Directors' approval, of establishing, periodically reevaluating
and (as appropriate) adjusting, and administering Company policies concerning
the compensation of management personnel, including the CEO and all other
Executive Officers. In discharging such duties, the Compensation Committee is
responsible for annually determining and recommending to the full Board the
annual salary for each Executive Officer and for establishing the criteria
under which cash incentive bonuses may be paid to such executives for the
year.
The Compensation Committee also is responsible for administering the
Company's option and similar plans for employees, including its 1993
Management Stock Incentive Plan, as amended (the "1993 Stock Plan") and its
1996 Employee Incentive Stock Plan, (the "1996 Stock Plan").
For a number of years, including fiscal 1996, a basic tenet of the
Company's compensation policy as set by the Compensation Committee has been
that a substantial portion of the annual compensation of Executive Officers,
as well as other higher-level personnel, should be directly linked to
operating performance for the year. This policy is implemented through a
management incentive cash bonus plan (the "Cash Incentive Plan"). The
Company's stock-related plans enable the Compensation Committee to further
another basic tenet of the Company's compensation philosophy concerning
Executive Officers and other management personnel: that a significant
component of potential compensation for such key employees should be tied to
the value of the Common Stock, in order to closely align the interests of
such employees with those of the shareholders and provide an incentive for
increasing stock value over the long term.
Overall, during fiscal 1996 as in prior years, the Executive Officer
compensation policies administered by the Compensation Committee have been
aimed at providing Executive Officers with compensation opportunities
competitive with those provided executives with comparable experience and
responsibilities at other companies operating in the Company's business
segments, while at the same time tying a substantial portion of such
potential compensation to the achievement of performance goals determined by
the Compensation Committee and to the increase in Common Stock values.
9
<PAGE>
Salaries. For an employee who first joins the Company at the level of
an Executive Officer, starting salary (as well as other components of initial
compensation) normally is negotiated with the new executive by the Company's
CEO (or its Chairman, if the new executive will be the CEO), in consultation
with and under the direction of the Compensation Committee and subject to
full Board approval. For other Executive Officers, the Compensation Committee
annually formulates recommendations for salary adjustments based on the
recommendations of management (except for CEO salary), adjustments in the
cost-of-living index, changes in the scope of the services rendered by the
Executive Officers, if any, and the judgment of the members of the
Compensation Committee, all of whom have contacts in the industry. The
Compensation Committee may also give some consideration during its salary
deliberations to the extent of the Company's success in meeting
earnings per share goals and the performance of the Common Stock during the
preceding fiscal year. Since no new Executive Officers were first engaged
during fiscal 1996, the Compensation Committee's fiscal 1996 deliberations
concerning Executive Officer salaries focused solely on adjustments, based on
the factors described above.
After reviewing these factors for Mr. Weinhardt after his first year
with the Company, the Compensation Committee recommended a 4% increase in his
salary, effective March 1, 1996. After reviewing these factors for the other
Executive Officers early in the fiscal year, the Compensation Committee
recommended fiscal 1996 salary increases ranging from 4.5% to 5.0%, except
for Mr. Reckinger who received a 15% increase reflecting his promotion to the
level of an Executive Officer for fiscal 1996 and for Mr. Ballou, whose 1996
salary was maintained at the level negotiated with him (under the procedures
described above) when he joined the Company in the last month of fiscal 1995.
Cash Incentive Plan. All current Executive Officers were eligible to
participate in the Cash Incentive Plan for fiscal 1996. Under the plan as in
effect for that year, target and minimum thresholds for fiscal 1996 profit
before tax ("PBT") and working capital turnover ("WCT"), both for the Company
as a whole and for individual Company operating groups or divisions, were
established before the start of the year. In addition, the Compensation
Committee established individualized fiscal 1996 performance criteria for Mr.
Weinhardt and approved individualized criteria established by him for each of
the other Executive Officers. Mr. Weinhardt's individual goals related to
implementing continuous improvement and strategically repositioning the
Company through acquisitions and divestitures; goals for other Executive
Officers related to achieving unit financial plans and establishing
continuous improvement programs, as appropriate for their positions.
For Mr. Weinhardt and those other Executive Officers who are not Group
Vice Presidents, the maximum cash bonus which then could be received for the
year under the Cash Incentive Plan depended upon the extent to which the
threshold PBT and WCT "performance points" for the Company were met or
exceeded and, to a lesser extent, on the Compensation Committee's assessment
of the executive's performance for the year in light of the individualized
criteria previously established for him. Maximum cash bonuses under the plan
for those Executive Officers who are Group Vice Presidents depended upon the
same factors, but to a greater extent also upon the extent to which the
threshold PBT and WCT performance points for the executive's particular group
were met or exceeded. Regardless of the strength of an executive's individual
performance, no bonus was permissible unless at least one of the threshold
performance points applicable to the executive was achieved.
Mr. Borseth was awarded a special bonus award of $100,000 for his
involvement in the successful divestiture of two of the Company's units
during the 1996 fiscal year. All other cash bonus awards to Executive
Officers for fiscal 1996 were determined by the Compensation Committee in
accordance with the Cash Incentive Plan, based entirely upon the factors
described above. For Mr. Weinhardt, applying those factors resulted in a cash
bonus award equal to 68% of his 1996 salary. Applying those factors for the
other Executive Officers resulted in awards ranging from 18% to 50% of
salary.
Options and Stock Awards. The 1993 Stock Plan establishes a "Voluntary
Program" under which, if afforded the opportunity to do so by the
Compensation Committee and subject to limits on available shares imposed by
the plan or which may be imposed by the Committee, an eligible employee
awarded a cash bonus under the Cash Incentive Plan may elect to forego or
return to the Company some or all of such bonus and receive, in lieu thereof,
transfer-restricted but nonforfeitable shares of Common Stock having a fair
market value equal to the cash amount given up and a nonqualified stock
option covering two additional shares for each restricted share received. The
1993 Stock Plan also contemplates a "Discretionary Program" under
10
<PAGE>
which the Compensation Committee has authority, in its sole discretion and at
such times as it deems appropriate, to grant nonqualified stock options to
key employees judged by the Committee to be likely to contribute materially
to the Company's future success. Similar Voluntary and Discretionary Programs
also are administered by the Compensation Committee under the 1996 Stock
Plan, which was approved by the stockholders at the Company's 1996 annual
meeting.
Early in fiscal 1996, the Compensation Committee considered the grant
of options to Executive Officers, as well as other employees, under the
Discretionary Program of the 1993 Stock Plan. Factors taken into account
during those deliberations were the eligibility requirements of the plan, the
limited number of shares remaining available for awards under the plan, the
extent of discretionary option grants previously made under Company plans to
these executives, and the Committee's general preference for implementing the
plan through its Voluntary Program. After considering these factors,
the Compensation Committee determined to grant the discretionary options
covering an aggregate 3,000 shares of Common Stock reported in the Summary
Compensation Table for Executive Officers named therein and also determined
to grant a discretionary option covering 1,000 shares to another Executive
Officer. No additional discretionary options were granted to Mr. Weinhardt at
that time in light of the fiscal 1995 grant made to him in connection with
his engagement as CEO.
Because of the Compensation Committee's preference for implementing
these stock plans through their Voluntary Program, all Executive Officers, as
well as certain other employees, after the end of fiscal 1996 were permitted
to participate in the Voluntary Program of the 1996 Stock Plan with respect
to their fiscal 1996 cash bonuses. Messrs. Ballou, Garber and Reckinger
elected to participate in this program and accordingly, as reported in the
Summary Compensation Table, each received options on two shares for each
restricted share acquired by him in lieu of cash bonus.
Certain Tax Developments. In mid-1993, a new Section 162(m) was added
to the Internal Revenue Code. Subject to certain exceptions (including
exceptions relating to stock options and for "performance-based" compensation
if certain conditions are met), Section 162(m) prohibits the deduction of
compensation in excess of $1 million paid in any year beginning with 1994 by
a publicly-held corporation to any executive named in the company's Summary
Compensation Table for the year. For fiscal 1996, the compensation paid to
each of the Company's Executive Officers was well below $1 million, and the
Committee expects the same will be true for the current fiscal year.
Consequently, for the present the Committee has decided to defer
consideration of compensation policies relating to Section 162(m).
Compensation/Stock Option Committee Members:
Kurt O. Tech, Chairman
Jerry D. Campbell
Jack R. Lousma
Compensation Committee Interlocks and Insider Participation
The current members of the Compensation Committee, Messrs. Tech,
Campbell, and Lousma, also comprised that committee throughout fiscal 1996.
None of these Directors is or ever has been an officer or employee of the
Company or any affiliate. As previously noted, William A. Lawson also is
entitled to attend all meetings of the Compensation Committee by virtue of
his position as Chairman of the Board, but he is not and never has been a
voting member of that committee. Mr. Lawson is an Executive Officer and until
March 1, 1995 also was an employee of the Company.
Performance Graph
The graph which follows charts the yearly percentage change in
cumulative total shareholder return on an investment in the Company's Common
Stock against each of the Standard & Poor's 500 Index and a weighted average
of the Dow Jones Factory Equipment Industry Group Index and Dow Jones
Automobile Parts Industry Group Index, in each case, assuming an investment
of $100 on October 31, 1991, and cumulation and reinvestment of all dividends
paid thereafter through October 31, 1996.
11
<PAGE>
Comparison of Five Year Cumulative Total Return
Newcor, Inc. Common Stock, S&P 500 Index, and Weighted Average of Dow Jones
Factory Equipment Industry Group Index and Dow Jones Automobile Parts Industry
Group Index*
[ Performance Graph ]
<TABLE>
<CAPTION>
10/31/91 10/31/92 10/31/93 10/31/94 10/31/95 10/31/96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Newcor, Inc. ......... $100.00 $157.15 $253.20 $139.98 $160.35 $171.68
S&P 500 .............. $100.00 $109.97 $126.39 $131.28 $165.99 $205.99
Weighted Average ..... $100.00 $122.59 $157.78 $137.30 $148.54 $160.33
<FN>
* Weighted Average is calculated each year ____ Newcor, Inc.
based on the percentage of Newcor, - - - - S&P 500 Index
Inc.'s sales for that year by its _ _ _ Weighted Average of
Special Machines segment (Factory Dow Jones Factory
and Dow Equipment) and its Precision Equipment Industry
Parts segment (Automobile Parts). Group Index
Jones Automobile Parts
Industry Group Index *
Directors' Compensation
</TABLE>
The Chairman of the Board is paid a quarterly retainer of $7,125 and
non-employee Directors other than the Chairman are paid quarterly retainers
of $3,800, in each case reduced by the cost of any medical/dental benefits
provided to such Director by the Company. Non-employee Directors also receive
a fee of $750 for each Board meeting attended and a fee of $700 for each
committee meeting attended. Committee chairmen are paid an annual fee as
follows: Executive Committee (Mr. Lawson), none; Finance Committee (Mr.
Campbell), $850; Compensation/Stock Option Committee (Mr. Tech), $1,000;
Audit Committee (Mr. Lousma), $700. Directors may elect to defer all or a
portion of their fees, without interest, for payment in the future and are
also reimbursed for travel and other expenses relating to their attendance at
board and committee meetings.
In addition, subject to the share limits set forth in the Company's
1996 Non-Employee Directors Stock Option Plan (the "Directors Option Plan"),
which was approved by the shareholders last year, at the adjournment of each
organizational meeting of the Board following an annual meeting, each person
then serving as a non-employee director of the Company automatically is
granted under this plan an option covering 1,000 shares of Common Stock. All
options so granted have per share exercise prices equal to a
12
<PAGE>
share's grant date Fair Market Value (as defined in the Directors Option
Plan), have maximum terms of 10 years, and are exercisable only for cash.
Except in the event of a Change in Control (as therein defined), which would
accelerate exercisability of all options then outstanding, each option
granted under the Directors Stock Plan first becomes exercisable with respect
to one-quarter of the shares covered by the option on each of the first,
second, third and fourth anniversaries of the date of the award. Options
exercisable at the time a grantee leaves the Board would continue to be
exercisable for one year or, if earlier, until the tenth anniversary of
grant. Options not exercisable at the time a grantee leaves the Board would
expire at that time.
The Company also maintains a plan which provides retirement benefits to
those non-employee Directors who retire from Board service on or after age 65
and after at least 10 years of service as a Director, or if such a Director
dies while actively serving as a Director. The plan currently provides
quarterly payments equal to 70% of the maximum quarterly retainer paid to
active Directors. The only Director eligible for benefits if he were to
retire immediately is Mr. Tech.
Other Matters
The management of the Company is not aware of other business that will
be presented to the Annual Meeting. If any such matters come before the
meeting, it is the intention of the persons named in the enclosed proxy to
vote the same in accordance with their judgment on such matters.
Section 16(a) Beneficial Ownership Reporting Compliance
Directors and Executive Officers of the Company and certain beneficial
owners of more than 10% of its Common Stock are required to file initial
reports of ownership and reports of changes in ownership of Company
securities pursuant to Section 16(a) of the Securities Exchange Act of 1934.
Since May 1, 1991, such persons also have been required to provide the
Company with copies of such reports. The Company has reviewed all such report
copies as it has received from persons known to the Company to be (or during
fiscal year 1996 to have been) subject to these Section 16(a) provisions and
also has received and reviewed written representations from some such persons
to the effect that other reports have not been required of them. Based solely
on such review, the Company believes that all required reports for fiscal
1996 were timely filed.
Proposals for 1998 Annual Meeting
A shareholder desiring that a proposal, otherwise proper for
presentation at such meeting, be presented at the Annual Meeting of
Shareholders in 1998, must send such proposal to the Company so that it is
received by October 6, 1997.
Miscellaneous
Financial statements of the Company for the year ended October 31,
1996, are included in the Annual Report which accompanies this Proxy
Statement.
A complete list of the shareholders of record entitled to vote at the
Annual Meeting will be open and available for examination by any shareholder,
for any purpose germane to the meeting, between 9:00 a.m. and 5:00 p.m. at
the principal offices of the Company at 1825 S. Woodward, Suite 240,
Bloomfield Hills, Michigan, for ten days prior to the meeting.
It is important that proxies be returned promptly. Therefore, you are
urged to mark, sign and return the enclosed proxy to Newcor, Inc., c/o
ChaseMellon Shareholder Services, Midtown Station, Post Office Box 930, New
York, New York 10138-0730.
/s/ Thomas D. Parker
---------------------------
Thomas D. Parker, Secretary
February 3, 1997
13
<PAGE>
PROXY
NEWCOR, INC.
Annual Meeting of Shareholders of Newcor, Inc.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints WILLIAM A. LAWSON and W. JOHN WEINHARDT
as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side,
all shares of common stock of Newcor, Inc. which the undersigned has power to
vote, at the Annual Meeting of Shareholders to be held March 5, 1997 and any
adjournment thereof (the "Annual Meeting").
(continued, and to be signed on other side)
FOLD AND DETACH HERE
<PAGE>
This Proxy when properly executed will be voted in the manner directed. If no
direction is made, this Proxy will be voted FOR the election as Directors of
the nominees listed below, and in the discretion of the Proxies upon such
other business as may properly come before the Annual Meeting.
Please mark your votes as indicated in this example /X/
1. Election of Directors Duly Nominated: J.R. Lousma, R.A. Smith, K.O. Tech
FOR all WITHHELD
nominees listed AUTHORITY
above except as to vote for all
marked to the nominees
contrary. listed above.
/ / / /
(Instructions: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provide below.)
- -----------------------------------------------------------------------------
2. In the discretion of the Proxies upon such other business
as may properly come before the annual meeting.
The undersigned acknowledges receipt of the Notice and Proxy Statement dated
February 3, 1997 and hereby revokes all Proxies heretofore given to vote at
said meeting and any adjournments.
Please mark, sign, date and return Proxy Card promptly using the enclosed
envelope.
Signature_______________________Signature if held jointly_____________________
Date_________________________
NOTE: Please sign exactly as name appears hereon. Executors, administrators,
trustee, etc. should give full title as such. If the shareholder is a
corporation, please give full corporation name and signature of a duly
authorized officer.
FOLD AND DETACH HERE
