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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEWCOR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 38-0865770
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(State of incorporation or organization) (I.R.S. Employer Identification
No.)
1825 S. Woodward Ave., Suite 240
Bloomfield Hills, Michigan 48302
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, $1 par value American Stock Exchange
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box X
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If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box
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Securities Act registration file number to which this form relates:
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(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities of Newcor, Inc. (the "Company"), to be listed on the
American Stock Exchange are the Company's Common Stock, $1 par value ("Common
Stock") and the Company's 9 7/8% Series B Senior Subordinated Notes Due 2008
(the "Notes").
The Company's authorized capital stock consists of 10,000,000 shares of
Common Stock and 1,000,000 shares of Preferred Stock, no par value (the
"Preferred Stock"). The holders of the Common Stock are entitled to one vote per
share on all matters to be voted upon by the stockholders and do not have
cumulative voting rights. Subject to any preferences that may be granted to
holders of the Preferred Stock, the holders of the Common Stock are entitled to
share in such dividends, if any, as may be declared from time to time by the
Board of Directors of the Company out of funds legally available therefor.
Holders of the Common Stock have no preemptive rights. In the event of
liquidation, dissolution or winding up of the Company, the holders of the Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities, subject to any prior distribution rights that may be granted to
holders of the Preferred Stock.
The Preferred Stock may be issued from time to time in series having
such designated preferences and rights, qualifications and limitations as the
Board of Directors may fix by resolution without any approval of shareholders.
Preferred Stock could be given voting and conversion rights which would dilute
the voting power and equity liquidation rights of the holders of Common Stock.
In addition, the issuance of Preferred Stock by the Board of Directors could be
utilized, under certain circumstances, as a method of preventing a takeover of
the Company. None of the Preferred Stock is outstanding, and the Company has no
present plans to issue any such shares.
ITEM 2. EXHIBITS.
None.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
NEWCOR, INC.
Date: May 5, 1999 By: /s/ James J. Connor
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Name: James J. Connor
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Title: Vice President-Finance and CFO
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