<PAGE> 1
REGISTRATION AND REPORTING UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934
ANNUAL REPORTS ON FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
X Annual report pursuant to Section 15(d) of the Securities Exchange Act
- - of 1934
For the fiscal year ended December 31, 1998
-----------------
OR
Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
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, INC. SAVINGS PLAN FOR EMPLOYEES
---------------------------------------
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, INC. SAVINGS PLAN FOR EMPLOYEES
---------------------------------------
(name of plan)
Date June 29, 1999 By /s/ Fred Davenport
------------- ------------------
Fred Davenport
Plan Administrator
<PAGE> 2
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
-------
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<PAGE> 3
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
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, 1998 and 1997 3
Statement of Changes in Net Assets Available for
Plan Benefits for the Years Ended December 31,
1998 and 1997 4
Notes to Financial Statements 5-10
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes at December 31, 1998 11
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1998 12-14
Exhibit 23.1 Consent of Independent Accountants
</TABLE>
1
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of
Newcor, Inc. Savings Plan for Employees:
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
benefits of Newcor, Inc. Hourly Employees 401(k) Plan (the "Plan") at December
31, 1998 and 1997, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
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 of these statements in accordance with
generally accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of the Newcor,
Inc., Savings Plan for Employees as of December 31, 1998 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. These supplemental
schedules are the responsibility of the Plan's management. 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.
/s/ PRICEWATERHOUSECOOPERS LLP
Detroit, Michigan
June 11, 1999
2
<PAGE> 5
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1998 and 1997
-------
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Assets:
Investments, at fair value $ 10,069,300 $ 8,400,700
Employee loans 13,300 0
Company matching contribution receivable 24,800 9,200
Employee contribution receivable 72,700 0
--------------- ---------------
Net assets available for plan benefits $ 10,180,100 $ 8,409,900
=============== ===============
</TABLE>
The accompanying notes are an integral
part of the financial statements.
3
<PAGE> 6
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
for the years ended December 31, 1998 and 1997
-------
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Additions:
Employee contributions $ 1,193,800 $ 616,800
Employer contributions 315,100 102,800
Employee rollovers and plan merger 1,129,700 338,200
Investment income:
Interest and dividend income 358,300 642,800
Net appreciation in fair
value of investments 548,700 456,600
-------------- ---------------
Total additions 3,545,600 2,157,200
Deductions:
Participant distributions 1,768,900 2,347,300
Other 6,500 0
-------------- ---------------
Total deductions 1,775,400 2,347,300
Net increase (decrease) 1,770,200 (190,100)
Net assets available for plan benefits:
Beginning of year 8,409,900 8,600,000
-------------- ---------------
End of year $ 10,180,100 $ 8,409,900
============== ===============
</TABLE>
The accompanying notes are an integral
part of the financial statements.
4
<PAGE> 7
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
-------
1. DESCRIPTION OF THE PLAN:
The Plan is a defined contribution plan adopted effective May 1, 1985
covering eligible employees of Newcor, Inc. (the "Company"). Salaried
employee participants in the Rubright Employees Retirement and 401(K)
Plan, the Plastronics Plus Inc 401(K) Retirement Plan, and the Blackhawk
Engineering 401(K) Plan were merged with the plan effective January 1,
1998 ($856,000 net assets transferred into the plan).
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.
Participants may make contributions to the Plan up to a maximum amount as
specified in IRS Section 402(G).
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.
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent vested in their
accounts.
2. SIGNIFICANT ACCOUNTING POLICIES:
The financial statements of the Plan are prepared under the accrual
method of accounting.
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.
5
<PAGE> 8
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
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, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
American Funds Investments:
Bond Fund of America $ 260,200 $ 285,300
Cash Management Trust 3,002,400 2,741,200
Euro Pacific Growth Fund 837,900 733,500
Income Fund of America 1,105,100 1,069,600
Investment Company of America 2,712,000 1,970,000
New Perspective Fund 1,696,500 1,264,300
Washington Mutual Investors 10,200 0
Growth Fund of America 10,700 0
Newcor Inc. Common Stock 434,300 336,800
-------------- ---------------
Total $ 10,069,300 $ 8,400,700
============== ===============
</TABLE>
4. INCOME TAX STATUS:
The Internal Revenue Service has determined and informed the Company by a
letter dated March 25, 1996, that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code ("IRC"). The Plan's
administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
6
<PAGE> 9
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
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 WASHINGTON GROWTH
OF MANAGEMENT GROWTH FUND OF CO. OF PERSPECTIVE MUTUAL FUND OF
AMERICA TRUST FUND AMERICA AMERICA FUND INVESTORS AMERICA
------- ----- ---------- ------- -------- ------------ --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for
plan benefits:
December 31, 1998 $260,200 $3,002,400 $837,900 $1,105,100 $2,712,000 $1,696,500 $10,200 $10,700
======== ========== ======== ========== ========== ========== ======= =======
Net assets available for
plan benefits:
December 31, 1997 $285,300 $2,741,200 $733,500 $1,069,600 $1,970,000 $1,264,300 $0 $0
======== ========== ======== ========== ========== ========== == ==
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF NET ASSETS
-------
NEWCOR, INC.
COMPANY
STOCK LOANS OTHER TOTAL
----------- ----- ----- -----
<S> <C> <C> <C> <C>
Net assets available for
plan benefits:
December 31, 1998 $434,300 $13,300 $88,300 $10,170,900
======== ======= ======= ===========
Net assets available for
plan benefits:
December 31, 1997 $336,800 $0 $9,200 $8,409,900
======== == ====== ==========
</TABLE>
7
<PAGE> 10
5. SUMMARY OF FINANCIAL DATA, continued:
<TABLE>
<CAPTION>
SUMMARY OF CHANGES IN NET ASSETS
for the year ended December 31, 1998
-------
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>
Additions:
Employee/employer
contributions $ 101,900 $ 70,700 $144,300 $149,900 $ 407,900 $183,700
Transfers in/merger 508,800 30,700 73,800 264,000 127,100
Interest and dividend
income 17,600 145,800 29,600 55,600 41,100 64,200
Net appreciation
(depreciation) in fair
value of investments (2,200) 0 88,400 45,100 440,200 305,400
Loan payments 500 1,200 600 1,900 1,100 500
--------- -------- -------- -------- --------- --------
Total additions 117,800 726,500 293,600 326,300 1,154,300 680,900
--------- -------- -------- -------- --------- --------
Deductions:
Participant distributions 105,900 465,300 189,200 290,800 412,300 248,700
Transfers out 37,000 0 0 0 0 0
Other 0 0 0 0 0 0
Total deductions 142,900 465,300 189,200 290,800 412,300 248,700
--------- -------- -------- -------- --------- --------
Net additions
(deductions) $(25,100) $261,200 $104,400 $ 35,500 $ 742,000 $432,200
========= ======== ======== ======== ========= ========
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF CHANGES IN NET ASSETS
for the year ended December 31, 1998
-------
WASHINGTON GROWTH NEWCOR, INC.
MUTUAL FUND OF COMPANY
INVESTORS AMERICA STOCK LOANS OTHER TOTAL
--------- ------- ----------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee/employer
contributions $ 100 $ 100 $ 362,000 $ 0 $88,300 $1,508,900
Transfers in/merger 9,600 9,600 80,500 19,800 0 1,123,900
Interest and dividend
income 900 1,000 2,500 0 0 358,300
Net appreciation
(depreciation) in fair
value of investments (400) 0 (327,800) 0 0 548,700
Loan payments 0 0 0 0 0 5,800
-------- -------- ---------- ------- ------- ----------
Total additions 10,200 10,700 117,200 19,800 88,300 3,545,600
-------- -------- ---------- ------- ------- ----------
Deductions:
Participant distributions 0 0 19,700 0 0 1,731,900
Transfers out 0 0 0 0 0 37,000
Other 0 0 0 6,500 0 6,500
Total deductions 0 0 19,700 6,500 0 1,775,400
-------- -------- ---------- ------- ------- ---------
Net additions
(deductions) $ 10,200 $10,700 $ 97,500 $13,300 $88,300 $1,770,200
======== ======= ========== ======= ======= ==========
</TABLE>
8
<PAGE> 11
5. SUMMARY OF FINANCIAL DATA, continued:
<TABLE>
<CAPTION>
SUMMARY OF CHANGES IN NET ASSETS
for the year ended December 31, 1997
-------
GUARANTEED BOND CASH EURO-PACIFIC INCOME
INVESTMENT FUND OF MANAGEMENT GROWTH FUND OF
CONTRACTS AMERICA TRUST FUND AMERICA
--------- ------- ----------- ---------- -------
<S> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 0 $ 39,300 $ 74,100 $ 95,600 $ 88,700
Employer contributions 0 0 0 0 0
Employee rollover contributions 0 0 320,000 0 0
Transfers in 0 0 575,100 0 0
Interest and dividend income 300 20,100 140,300 62,300 129,300
Net appreciation (depreciation)
in fair value of investments 0 5,100 0 3,200 76,300
----------- --------- ----------- ----------- --------
Total additions 300 64,500 1,109,500 161,100 294,300
----------- --------- ----------- ----------- --------
Deductions:
Participant distributions 0 55,900 1,091,400 190,000 416,900
Transfers out 718,300 9,800 0 20,800 5,900
----------- --------- ----------- ----------- --------
Total deductions 718,300 65,700 1,091,400 210,800 422,800
----------- --------- ----------- ----------- --------
Net additions (deductions) $ (718,000) $ (1,200) $ 18,100 $ (49,700) $(128,500)
============ ========== ============ ============ =========
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF CHANGES IN NET ASSETS
for the year ended December 31, 1997
-------
INVESTMENT NEW NEWCOR
CO. OF PERSPECTIVE COMMON
AMERICA FUND STOCK OTHER TOTAL
------- --------- -------- ----- -----
<S> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 183,200 $ 115,100 $ 20,800 $ 0 $ 616,800
Employer contributions 0 0 104,800 (2,000) 102,800
Employee rollover contributions 0 0 18,200 0 338,200
Transfers in 85,800 30,300 63,600 0 754,800
Interest and dividend income 195,400 90,400 4,700 0 642,800
Net appreciation (depreciation)
in fair value of investments 252,500 75,300 44,200 0 456,600
----------- ------------ ---------- --------- ----------
Total additions 716,900 311,100 256,300 (2,000) 2,912,000
----------- ------------ ---------- --------- ----------
Deductions:
Participant distributions 342,400 227,300 23,400 0 2,347,300
Transfers out 0 0 0 0 754,800
----------- ------------ ---------- --------- ----------
Total deductions 342,400 227,300 23,400 0 3,102,100
----------- ------------ ---------- --------- ----------
Net additions (deductions) $ 374,500 $ 83,800 $ 232,900 $ (2,000) $ (190,100)
=========== ============ ========== ========= ==========
</TABLE>
9
<PAGE> 12
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued
6. BENEFIT PAYMENTS:
Benefits payable to participants who became eligible to take a
distribution from the Plan but have not yet been paid aggregated $289,323
and $397,028 at December 31, 1998 and 1997, respectively.
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 EVENTS:
Effective January 1, 1999, the Production Rubber 401(k) Plan was merged
into the Newcor Savings Plan for salaried employees. As a result, net
assets of $78,000 were transferred into the Plan.
10
<PAGE> 13
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998
-------
<TABLE>
<CAPTION>
(B)
IDENTITY OF ISSUER, (E)
BORROWER, LESSOR (C) (D) CURRENT
(A) OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
- --- ---------------- ------------------------- ---- -----
<S> <C> <C> <C> <C>
American Funds Investments
Bond Fund of America 19,105 shares $ 262,200 $ 260,400
Cash Management Trust 3,002,400 shares 3,002,400 3,002,400
Euro Pacific Growth Fund 29,500 shares 749,500 837,900
Income Fund of America 63,733 shares 1,060,000 1,105,100
Investment Co. of America 87,293 shares 2,271,800 2,712,000
New Perspective Fund 73,921 shares 1,391,100 1,696,500
Washington Mutual Investors 312 shares 10,600 10,200
Growth Fund of America 480 shares 10,700 10,700
-------------- -------------
Total American Funds 8,758,500 9,635,000
-------------- -------------
* Newcor, Inc. Common Stock 112,077 shares 762,100 434,300
Participant loans 13,300
$ 9,520,600 $ 10,082,600
============== =============
</TABLE>
*party in interest to the plan
11
<PAGE> 14
Newcor, INC. SAVINGS PLAN FOR EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
-------
<TABLE>
<CAPTION>
(C) (D) (E)
(A) (B) PURCHASE SELLING LEASE
IDENTITY OF PARTY DESCRIPTION OF ASSET PRICE PRICE RENTAL
----------------- -------------------- ----------- ------- ------
<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 $1,147,586
1 Purchase $1,838,148
1 Purchase 827,795
(F) (G) (H) (I)
EXPENSE COST CURRENT VALUE NETGAIN
INCURRED OF ASSET OF ASSET OR (LOSS)
-------- -------- -------------- ---------
<C> <C> <C> <C>
$1,147,586 $1,147,586
1,838,148 1,838,148
827,795 827,795
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 and amount in excess
of five percent of the current value of plan assets.
Not applicable.
</TABLE>
12
<PAGE> 15
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
-------
<TABLE>
<CAPTION>
(D) (E) (F) (G)
(A) (B) PURCHASE SELLING LEASE EXPENSE
IDENTITY OF PARTY DESCRIPTION OF ASSET PRICE PRICE RENTAL INCURRED
----------------- -------------------- ----------- ------- ------ --------
<S> <C> <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
185 Purchases $4,360,833
188 Sales $5,497,275
American Funds Income Fund of America
64 Purchases 528,000
28 Sales 467,613
American Funds Investment Company of America
85 Purchases 1,253,310
30 Sales 717,645
American Funds New Perspectives Fund
60 Purchases 628,824
26 Sales 439,959
American Funds Euro Pacific Growth Fund
27 Sales 356,820 322,861
62 Purchases
<CAPTION>
COST CURRENT VALUE NET GAIN
OF ASSET OF ASSET OR (LOSS)
-------- -------------- ---------
<S> <C> <C>
$4,360,833 $ 4,360,833
5,497,275 5,497,275
528,000 528,000
456,528 467,613 $11,085
1,253,310 1,253,310
675,770 717,645 41,875
628,824 628,824
391,346 439,959 48,613
300,611 322,861 22,250
356,820 356,820
</TABLE>
13
<PAGE> 16
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
-------
<TABLE>
<CAPTION>
(C) (D) (E)
(A) (B) PURCHASE SELLING LEASE
IDENTITY OF PARTY DESCRIPTION OF ASSET PRICE PRICE RENTAL
----------------- -------------------- ----------- ------- ------
<S> <C> <C> <C> <C>
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>
(F) (G) (H) (I)
EXPENSE COST CURRENT VALUE NET GAIN
INCURRED OF ASSET OF ASSET OR (LOSS)
- -------- -------- -------------- ---------
<C> <C> <C> <C>
Note: (A) Transactions already reported under Criterion I are not repeated here.
</TABLE>
14
<PAGE> 1
23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement of Newcor, Inc. on Form S-8 (File No. 333-24301) of our report dated
June 11, 1999, on our audits of the financial statements and financial statement
schedules of the Newcor, Inc. Savings Plan for Employees at December 31, 1998
and 1997 and the years then ended, which is included in this Annual Report on
Form 11-K.
/s/ PRICEWATERHOUSECOOPERS LLP
Detroit, Michigan
June 28, 1999
15
