<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ---)<F*>
NEWCOR, INC.
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(Name of Issuer)
COMMON, $1.00 par value
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(Title of Class of Securities)
651186108
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(CUSIP Number)
<TABLE>
<S> <C> <C>
EXX Inc. David A. Segal COPY TO: Thomas A. Litz, Esq.
1350 East Flamingo Road 1350 East Flamingo Road Thompson Coburn LLP
Suite 689 Suite 689 One Mercantile Center
Las Vegas, Nevada 89119 Las Vegas, Nevada 89119 St. Louis, Missouri 63101
(702) 598-3223 (702) 598-3223 (314) 552-6000
</TABLE>
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 19, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), (f) or (g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are being sent.
[FN]
<F*>The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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Page 2 of 9 Pages
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SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EXX INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS<F*>
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 596,300
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
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10 SHARED DISPOSITIVE POWER
596,300
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,300
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES<F*> / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.12%<F*>
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14 TYPE OF REPORTING PERSON<F*>
CO
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[FN]
<F*>SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 9 Pages
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SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Segal
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS<F*>
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 24,000
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 596,300
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
24,000
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10 SHARED DISPOSITIVE POWER
596,300
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,300
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES<F*> / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%<F*>
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14 TYPE OF REPORTING PERSON<F*>
IN
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[FN]
<F*>SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER:
This Schedule 13D relates to the common stock, $1.00 par value (the
"Newcor Common Stock"), of Newcor, Inc., a Delaware corporation ("Newcor").
The address of the principal executive offices of Newcor is 1825 S. Woodward
Avenue, Suite 240, Bloomfield Hills, Michigan 48302-0574.
ITEM 2. IDENTITY AND BACKGROUND:
This Schedule 13D is being filed by EXX Inc., a Nevada corporation
("EXX"), and David A. Segal, Chief Executive Officer and majority shareholder
of EXX. As majority shareholder of EXX, Mr. Segal may be deemed to be the
indirect beneficial holder of the shares of Newcor reported herein.
EXX Inc.
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(a) Name: EXX INC.
(b) Business address: 1350 East Flamingo Road, Suite 689, Las Vegas,
Nevada 89119.
(c) Principal Business: EXX Inc. is a holding company engaged in the
design production and sale of consumer goods in the form of "impulse toys,"
watches and kites; and electric motors and cable pressurization equipment for
the telecommunications industry.
(d) EXX and its officers and directors have not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) EXX and its officers and directors have not, during the last five
years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person has been or
is subject to any judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws of finding any violation with respect to such laws.
(f) State of Incorporation: Nevada
David A. Segal
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(a) Name: David A. Segal
(b) Business address: 1350 East Flamingo Road, Suite 689, Las Vegas,
Nevada 89119.
(c) Present principal occupation and name, principal business and
address of any corporation or partnership in which such employment is
conducted:
Chairman of the Board and Chief Executive Officer of EXX, the principal
business of which is to
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act as a holding company engaged in the design production and sale of consumer
goods in the form of "impulse toys," watches and kites; and electric motors
and cable pressurization equipment for the telecommunications industry. The
address of the principal executive offices of EXX is 1350 East Flamingo Road,
Suite 689, Las Vegas, Nevada 89119.
(d) Mr. Segal has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Segal has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person has been or is subject to any
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws of finding any violation with respect to such laws.
(f) Citizenship: United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
EXX Inc. purchased 596,300 shares of Newcor Common Stock using cash on
hand. David A. Segal obtained 24,000 of the shares of Newcor Common Stock
with personal funds.
ITEM 4. PURPOSE OF TRANSACTION:
As part of its overall business strategy, EXX has historically identified
and acquired or invested in underperforming or distressed businesses with a
view to utilizing its turnaround strategies and expertise to improve
operations and financial performance of the business, resulting in an
increase in value. Consistent with such strategy, EXX has purchased and held
the shares of Newcor Common Stock reported hereby. EXX currently intends to
utilize the Newcor Common Stock reported by it to participate in a turnaround
of Newcor's recent financial performance, possibly by consulting with
management regarding appropriate turnaround strategies or by seeking to
obtain control of Newcor. EXX does not have any definitive plan at this time
with respect to the manner in which it intends to participate in a turnaround
in Newcor's financial performance. However, in seeking to optimize its
investment in Newcor, EXX's strategy may, depending on market conditions and
other factors, include seeking to obtain control of Newcor by commencing a
tender offer for additional shares of Newcor Common Stock, soliciting proxies
for the election of a slate of designees of EXX to the Board of Directors of
Newcor, or other transaction or series of transactions which would result in
the acquisition by EXX of control of Newcor. Mr. Segal purchased the shares
of Newcor Common Stock reported hereby as a part of his personal investment
portfolio. Mr. Segal intends to coordinate his future investment decisions
with those of EXX.
In addition, subject to availability at prices deemed favorable, EXX and
Mr. Segal may acquire additional shares of Newcor Common Stock from time to
time in the open market, in privately negotiated transactions or otherwise.
EXX and Mr. Segal also may dispose of shares of Newcor Common Stock from time
to time in the open market, in privately negotiated transactions or
otherwise.
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Except as set forth herein, EXX and Mr. Segal have no oral or written
agreements, understandings or arrangements for the purpose of acquiring,
holding, voting or disposing of any securities of Newcor or otherwise with
respect to Newcor.
Although the foregoing represents the range of activities presently
contemplated by EXX and Mr. Segal with respect to Newcor and the Newcor
Common Stock, it should be noted that the possible activities of EXX and Mr.
Segal are subject to change at any time. Except as set forth above or
elsewhere in this Schedule 13D, EXX and Mr. Segal have no present plans or
intentions that relate to or that would result in any of the transactions
described in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a) EXX may be deemed to be the beneficial owner of 596,300 shares of
Newcor Common Stock, representing 12.12% of the 4,920,834 shares of Newcor
Common Stock issued and outstanding as of August 10, 1999. As the
controlling shareholder of EXX, Mr. Segal may be deemed to share indirect
beneficial ownership of the shares reported by EXX. Mr. Segal disclaims all
such beneficial ownership to such shares owned by EXX. Mr. Segal owns 24,000
shares of Newcor Common Stock in his own name. Mr. Segal acknowledges
beneficial ownership of these 24,000 shares.
(b) EXX and Mr. Segal may be deemed to have shared voting and
dispositive power with respect to 596,300 shares of Newcor Common Stock,
representing 12.12% of the 4,920,834 shares of Newcor Common Stock issued and
outstanding as of August 10, 1999. Mr. Segal has sole voting and disposition
power with respect to 24,000 shares of Newcor Common Stock, representing
0.49% of the 4,920,834 shares of Newcor Common Stock issued and outstanding
as of August 10, 1999.
(c) Between October 18, 1999 and October 27, 1999, EXX made a total of
sixteen acquisitions of Newcor Common Stock:
(1) On October 18, 1999, EXX purchased 50,000 shares at $1.500
per share. The transaction was effected by Merrill Lynch on
the open market.
(2) On October 19, 1999, EXX purchased 3,000 shares at $1.375 per
share. The transaction was effected by Merrill Lynch on the
open market.
(3) On October 19, 1999, EXX purchased 97,000 shares at $1.375
per share. The transaction was effected by Merrill Lynch on
the open market.
(4) On October 19, 1999, EXX purchased 150,000 shares at $1.437
per share. The transaction was effected by Merrill Lynch on
the open market.
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(5) On October 20, 1999, EXX purchased 272,000 shares at $1.437
per share. The transaction was effected by Merrill Lynch on
the open market.
(6) On October 21, 1999, EXX purchased 800 shares at $2.000 per
share. The transaction was effected by Merrill Lynch on the
open market.
(7) On October 21, 1999, EXX purchased 1,000 shares at $1.875 per
share. The transaction was effected by Merrill Lynch on the
open market.
(8) On October 21, 1999, EXX purchased 1,500 shares at $2.000 per
share. The transaction was effected by Merrill Lynch on the
open market.
(9) On October 21, 1999, EXX purchased 1,500 shares at $2.000 per
share. The transaction was effected by Merrill Lynch on the
open market.
(10) On October 21, 1999, EXX purchased 1,500 shares at $1.875 per
share. The transaction was effected by Merrill Lynch on the
open market.
(11) On October 21, 1999, EXX purchased 1,700 shares at $2.000 per
share. The transaction was effected by Merrill Lynch on the
open market.
(12) On October 21, 1999, EXX purchased 2,000 shares at $2.000 per
share. The transaction was effected by Merrill Lynch on the
open market.
(13) On October 22, 1999, EXX purchased 1,700 shares at $2.125 per
share. The transaction was effected by Merrill Lynch on the
open market.
(14) On October 25, 1999, EXX purchased 6,000 shares at $2.125 per
share. The transaction was effected by Merrill Lynch on the
open market.
(15) On October 25, 1999, EXX purchased 1,600 shares at $2.00 per
share. The transaction was effected by Merrill Lynch on the
open market.
(16) On October 27, 1999, EXX purchased 5,000 shares at $2.125 per
share. The transaction was effected by Merrill Lynch on the
open market.
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Between October 13, 1999 and October 18, 1999, David A. Segal made a
total of eight acquisitions of Newcor Common Stock:
(1) On October 13, 1999, David A. Segal (IRA Account) purchased
1,500 shares at $1.625 per share. The transaction was
effected by Merrill Lynch on the open market.
(2) On October 13, 1999, David A. Segal (IRA Account) purchased
1,500 shares at $1.625 per share. The transaction was
effected by Merrill Lynch on the open market.
(3) On October 14, 1999, David A. Segal (IRA Account) purchased
3,000 shares at $1.750 per share. The transaction was
effected by Merrill Lynch on the open market.
(4) On October 14, 1999, David A. Segal (IRA Account) purchased
3,000 shares at $1.750 per share. The transaction was
effected by Merrill Lynch on the open market.
(5) On October 14, 1999, David A. Segal (IRA Account) purchased
5,000 shares at $1.750 per share. The transaction was
effected by Merrill Lynch on the open market.
(6) On October 14, 1999, David A. Segal (Personal Account)
purchased 5,000 shares at $1.750 per share. The transaction
was effected by Merrill Lynch on the open market.
(7) On October 18, 1999, David A. Segal (Personal Account)
purchased 2,000 shares at $1.625 per share. The transaction
was effected by Merrill Lynch on the open market.
(8) On October 18, 1999, David A. Segal (Personal Account)
purchased 3,000 shares at $1.500 per share. The transaction
was effected by Merrill Lynch on the open market.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER:
None
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Page 9 of 9 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
None.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated October 29, 1999 EXX Inc.
By: /s/ David A. Segal
----------------------------------
David A. Segal, Chairman
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated October 29, 1999 /s/ David A. Segal
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David A. Segal
[FN]
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<F*>Computational note: Based upon 4,920,834 shares of Newcor Common Stock
outstanding as of August 10, 1999.
