|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: NBTY INC, 11-K, 1998-06-30 |
Next: NEWCOR INC, 15-12B, 1998-06-30 |
<PAGE> 1
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, 1997
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:
NEWCOR HOURLY EMPLOYEES 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
(248) 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.
NEWCOR HOURLY EMPLOYEES 401(k) PLAN
Date June 29, 1998 By/s/Fred Davenport
Fred Davenport
-----------------
<PAGE> 2
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
-------
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
for the year ended December 31, 1997
<PAGE> 3
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
INDEX OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for Plan Benefits
as of December 31, 1997 3
Statement of Changes in Net Assets Available for
Plan Benefits for the Year Ended December 31, 1997 4
Notes to Financial Statements 5-9
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes at December 31, 1997 10
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1997 11-12
Exhibit B - Consent of Independent Accountants 13
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of
Newcor Hourly Employees 401(k) Plan:
We have audited the accompanying statement of net assets available for plan
benefits of Newcor Hourly Employees 401(k) Plan as of December 31, 1997, and the
related statement of changes in net assets available for plan benefits for the
year ended December 31, 1997. 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, 1997, and the changes in net assets available for benefits for the
year 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 Newcor
Hourly Employees 401(k) Plan as of December 31, 1997 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
June 26, 1998
<PAGE> 5
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1997
<TABLE>
<CAPTION>
1997
-------
<S> <C>
Assets
Investments, at fair value $ 1,053,700
Company matching contribution receivable 5,500
Company discretionary contribution receivable 19,800
Accrued interest 3,600
--------------
Total assets available for plan benefits $ 1,082,600
==============
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE> 6
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1997
<TABLE>
<CAPTION>
1997
------
<S> <C>
Additions:
Employee contributions $ 112,700
Employer contributions 45,600
Employee rollover contributions 906,800
Investment income:
Interest and dividend income 13,200
Net appreciation in fair
value of investments 4,300
-----------
Total additions 1,082,600
Net assets available for plan benefits:
Beginning of year 0
-----------
End of year $ 1,082,600
===========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE> 7
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
-------
1. Description of the Plan:
The Plan is a defined contribution plan adopted effective April 1, 1997
covering eligible hourly employees of Newcor, Inc.'s Rochester Gear
subsidiary. Hourly participants in the Midwest Rubber 401(k) Plan were
merged with this plan effective October 1, 1997.
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, Newcor, Inc. (the "Company").
Participants may make contributions to the Plan up to a maximum amount as
specified in IRS Section 402(G). Participants may invest in seven fund
options.
The Company's matching contribution, in the form of Newcor common stock,
is 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.
Nonvested company contributions for terminated participants are forfeited
by the participant and are used to reduce future employer contributions
to the Plan.
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 and common stock funds are stated at 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 in 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.
<PAGE> 8
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
-------
3. Investments:
The Plan's investments are held by a trust fund. The following table
presents the fair value of investments as of December 31, 1997:
<TABLE>
<CAPTION>
1997
----
<S> <C>
American Funds Investments:
Bond Fund of America $ 9,900
Cash Management Trust 872,500
Euro Pacific Growth Fund 22,400
Income Fund of America 25,600
Investment Company of America 32,500
New Perspective Fund 20,500
Newcor Inc. Common Stock 70,300
----------
Total $1,053,700
==========
</TABLE>
4. Income Tax Status:
The Internal Revenue Service has stated 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 January 20, 1998, in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the IRC.
<PAGE> 9
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
-------
5. Summary of Financial Data:
The following is a summary of the plan financial information segregated
by investment program:
<TABLE>
<CAPTION>
SUMMARY OF NET ASSETS
-------
Bond Fund Cash Euro-Pacific Income Investment New
of Management Growth Fund of Co. of Perspective
America Trust Fund America America Fund
----------- ----- ---------- ------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits:
December 31, 1997 $9,900 $872,500 $22,400 $25,600 $32,500 $20,500
====== ======== ======= ======= ======= =======
<CAPTION>
SUMMARY OF NET ASSETS
-------
Newcor, Inc.
Company
Stock Other Total
----------- ----- -----
<S> <C> <C> <C>
Net assets available for plan benefits:
December 31, 1997 $70,300 $28,900 $1,082,600
======= ======= ==========
</TABLE>
<PAGE> 10
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
-------
5. Summary of Financial Data, continued:
<TABLE>
<CAPTION>
SUMMARY OF CHANGES IN NET ASSETS
for the year ended December 31, 1997
-------
Bond Cash Euro-Pacific Income Investment New
Fund of Management Growth Fund of Co. of Perspective
America Trust Fund America America Fund
------- ----------- ---------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 9,500 $ 15,600 $ 19,800 $ 22,000 $ 28,600 $ 16,900
Employer contributions 0 0 0 0 0 0
Employee rollover contributions 0 852,600 2,200 2,100 2,100 3,000
Interest and dividend income 100 4,300 800 1,300 2,100 900
Net appreciation (depreciation)
in fair value of investments 300 (400) 200 (300) (300)
------- --------- ----------- ---------- --------- ----------
Total additions $ 9,900 $ 872,500 $ 22,400 $ 25,600 $ 32,500 $ 20,500
======= ========= ========== ========== ======== =========
<CAPTION>
SUMMARY OF CHANGES IN NET ASSETS
for the year ended December 31, 1997
-------
Newcor
Common
Stock Other Total
------ ----- -----
<S> <C> <C> <C>
Additions:
Employee contributions $ 300 $ 0 $ 112,700
Employer contributions 20,300 25,300 45,600
Employee rollover contributions 44,800 0 906,800
Interest and dividend income 100 3,600 13,200
Net appreciation (depreciation)
in fair value of investments 4,800 0 4,300
-------- --------- -----------
Total additions $ 70,300 $ 28,900 $ 1,082,600
======== ========= ===========
</TABLE>
<PAGE> 11
6. Benefit Payments:
Benefits payable to participants who became eligible to take a
distribution from the Plan but have not yet been paid were $15,360 at
December 31, 1997.
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. Subsequent Event:
Effective January 1, 1998, hourly participants in the Plastronics Plus,
Inc. 401(k) Retirement Plan, the Rubright Employees Retirement and 401(k)
Plan and the Blackhawk Engineering 401(k) Plan were merged into the
Newcor Hourly Employees 401(k) Plan.
<PAGE> 12
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1997
-------
<TABLE>
<CAPTION>
Identity of Issuer,
Borrower, Lessor Current
or Similar Party Description of Investment Value Cost
---------------- ------------------------- ----- ----
<S> <C> <C> <C>
American Funds Investments
Euro Pacific Growth Fund 861 shares $ 22,400 $ 23,400
Income Fund of America 1,442 shares 25,600 26,000
Investment Company of America 1,149 shares 32,500 33,600
New Perspective Fund 1,058 shares 20,500 21,300
Cash Management Fund 872,500 shares 872,500 872,500
Bond Fund of America 708 shares 9,900 9,900
-------------- ---------------
Total American Funds 983,400 986,700
-------------- ---------------
Newcor, Inc. Common Stock 7,177 shares 70,300 62,300
-------------- ---------------
$ 1,053,700 $ 1,049,000
============== ===============
</TABLE>
<PAGE> 13
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
-------
<TABLE>
<CAPTION>
Purchase Selling Cost
Identity of Party Description of Asset Price Price of Asset
----------------- -------------------- ----------- ------- --------
<S> <C> <C> <C> <C>
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.
American Funds Cash Management
1 Sale $862,057 $862,057
1 Purchase $862,057 862,057
1 Purchase 862,057 862,057
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.
<CAPTION>
Current Value Net Gain
Identity of Party Description of Asset of Asset or (Loss)
----------------- -------------------- -------------- ---------
<S> <C> <C> <C>
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.
American Funds Cash Management
1 Sale $862,057
1 Purchase 862,057
1 Purchase 862,057
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.
</TABLE>
<PAGE> 14
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
-------
<TABLE>
<CAPTION>
Purchase Selling Cost
Identity of Party Description of Asset Price Price of Asset
----------------- -------------------- ----------- ------- --------
<S> <C> <C> <C> <C>
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).
American Funds Cash Management Trust
39 Purchases $141,377 $141,377
16 Sales $125,353 125,353
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.
Not applicable.
<CAPTION>
Current Value Net Gain
Identity of Party Description of Asset of Asset or (Loss)
----------------- -------------------- -------------- ---------
<S> <C> <C> <C>
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).
American Funds Cash Management Trust
39 Purchases $141,377
16 Sales 125,353
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.
Not applicable.
</TABLE>
Note: (A) Transaction already reported under Criterion I are not repeated here.
<PAGE> 15
Exhibit B
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
the Newcor, Inc. on Form S-8 (File No. 333-24301) of our report dated June 26,
1998, on our audits of the financial statements and financial statement
schedules of the Newcor Hourly Employees 401(k) Plan as of and for the year
ended December 31, 1997, which report is included in this Annual Report on Form
11-K.
/s/ Coopers & Lybrand, L.L.P.
Detroit, Michigan
June 29, 1998
|
|