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CUSIP No. 651186108 Page 1 of 7 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)<F*>
Newcor, Inc.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
651186108
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(CUSIP Number)
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<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 Firstar Plaza
Las Vegas, Nevada 89119 Las Vegas, Nevada 89119 St. Louis, Missouri 63101
(702) 598-3223 (702) 598-3223 (314) 552-6000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 8, 2000
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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 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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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
- 0 -
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8 SHARED VOTING POWER
NUMBER OF
SHARES 722,800
BENEFICIALLY --------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING - 0 -
PERSON WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
722,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
722,800
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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)
14.6%
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14 TYPE OF REPORTING PERSON<F*>
CO
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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
24,000
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8 SHARED VOTING POWER
NUMBER OF
SHARES 722,800
BENEFICIALLY --------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 24,000
PERSON WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
722,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
746,800
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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)
15.1%
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14 TYPE OF REPORTING PERSON<F*>
IN
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ITEM 1. SECURITY AND ISSUER:
No change.
ITEM 2. IDENTITY AND BACKGROUND:
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
No change.
ITEM 4. PURPOSE OF TRANSACTION:
As part of its overall business strategy, EXX INC. ("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, Inc.
("Newcor") common stock ("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,
either by consulting with management regarding appropriate turnaround
strategies or by 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 another transaction or series of transactions
which would result in the acquisition by EXX of control of Newcor.
EXX and David Segal, as affiliated parties, may be deemed to
beneficially own 746,800 shares of Newcor Common Stock, representing
15.1% of the 4,949,068 shares of Newcor Common Stock issued and
outstanding as of May 10, 2000. Because EXX and Mr. Segal could have
been deemed to beneficially own more than 15% of the issued and
outstanding shares of Newcor Common Stock, the Board of Directors of
Newcor could have triggered the distribution of rights under Newcor's
rights plan. In lieu of triggering the distribution of rights, the Board
of Directors of Newcor determined to extend the distribution date with
respect to EXX and all its affiliates to August 4, 2000 to allow the
Newcor Board of Directors to engage in discussions with EXX.
In connection with various discussions between EXX and
representatives of Newcor during July 2000, EXX and Mr. Segal outlined
EXX's intentions and desires to create a mutually beneficial transaction
which would result in an enhanced shareholder value, and provided the
Board of Directors with various information and references confirming
Mr. Segal's character and experience in business turnarounds. On July
17, 2000, EXX submitted a written proposal to the Board of Directors of
Newcor pursuant to which EXX would purchase an aggregate of 1.5 million
shares of Newcor Common Stock at a purchase price based on the market
price of Newcor Common Stock. Based upon the closing price of Newcor
Common Stock on July 17, 2000, the
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aggregate purchase price for the shares proposed to be purchased by EXX
would have been approximately $3.7 million. As of June 30, 2000,
Newcor reported total shareholders' equity of approximately $13.2 million.
In recognition of EXX's investment, as part of its proposal, EXX would
have been entitled to elect David A. Segal as Chairman and Chief
Executive Officer of Newcor and Mr. Segal and two other designees of EXX
would have been appointed or elected to the Board of Directors of Newcor
to replace three of Newcor's present directors. Included in EXX's
proposal were various proposed limitations on EXX and its affiliates,
including certain restrictions on the scope of Mr. Segal's authority as
Chief Executive Officer and an agreement by EXX not to engage in any
related party transactions or effect any merger or other "second step"
transaction with Newcor during a three-year period following EXX's
investment.
On August 4, 2000, by letter to EXX and press release, Newcor
rejected EXX's proposal and announced that Newcor had amended its rights
plan to increase from 15% to 17.5% the percentage that EXX and its
affiliates can beneficially own of Newcor Common Stock before triggering
the distribution of rights under Newcor's rights plan. Despite the clear
expression in EXX's proposal that EXX remained open to suggestions,
modifications and improvements to the proposal which would satisfy the
objectives of both Newcor and EXX, Newcor's Board of Directors did not
propose any alternative transaction or indicate a willingness to engage
in further discussions regarding the proposal.
EXX believes that the proposal would have significantly increased
the net worth and liquidity of Newcor, as well as provided Newcor with
access to EXX's expertise in effecting business turnarounds. The
management of EXX believes that the Board of Directors of Newcor did not
give meaningful consideration to the references, information and
proposal submitted to Newcor and was predisposed to rejection of any
proposal submitted by EXX which included participation in the management
of Newcor.
In light of Newcor's response to EXX's proposal, the Board of
Directors of EXX determined that continuing with EXX's previously
announced exchange offer for shares of Newcor Common Stock was no longer
in the best interest of EXX's shareholders. On August 8, 2000, EXX
stated it would not pursue its proposed exchange offer and withdrew
its Registration Statement on Form S-4 filed in connection the exchange
offer. In addition, EXX stated that it was interested in discussing with
Newcor's Subordinated Noteholders a possible waiver of the call
provisions of the Subordinated Notes, in the event of a change of
control of Newcor.
Subject to availability at prices deemed favorable, EXX and Mr.
Segal may continue to 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 may purchase additional
shares of Newcor Common Stock sufficient to raise their beneficial
ownership of Newcor Common Stock in excess of 17.5%, which may result in
the Board of Directors triggering the anti-takeover provisions of the
Newcor rights plan. 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.
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
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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) No change.
(b) No change.
(c) No change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER:
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
None.
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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: August 8, 2000 EXX INC.
By: /s/ David A. Segal
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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: August 8, 2000
/s/ David A. Segal
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David A. Segal
