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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. 5)<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)
September 28, 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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CUSIP No. 651186108 Page 2 of 8 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
- 0 -
NUMBER OF ===== ====================================================
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 841,800
OWNED BY ===== ====================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON ===== ====================================================
WITH 10 SHARED DISPOSITIVE POWER
841,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,800
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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)
17.01%
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14 TYPE OF REPORTING PERSON<F*>
CO
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CUSIP No. 651186108 Page 3 of 8 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
24,000
NUMBER OF ===== ====================================================
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 841,800
OWNED BY ===== ====================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 24,000
PERSON ===== ====================================================
WITH 10 SHARED DISPOSITIVE POWER
841,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
865,800
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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)
17.49%
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14 TYPE OF REPORTING PERSON<F*>
IN
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CUSIP No. 651186108 Page 4 of 8 Pages
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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:
EXX INC. ("EXX") purchased the shares of Newcor, Inc. ("Newcor")
common stock, $1.00 par value (the "Newcor Common Stock"), using cash on hand.
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, 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.
On June 27, 2000, EXX and David Segal filed an amendment to Schedule
13D to report that EXX and David Segal, as affiliated parties, may be deemed
to beneficially own more than 15% of the shares of Newcor Common Stock
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
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CUSIP No. 651186108 Page 5 of 8 Pages
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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 the Newcor
Common Stock on July 17, 2000, the 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 with 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.
On August 25, 2000, EXX and David Segal filed an amendment to
Schedule 13D to report that EXX and David Segal, as affiliated parties, may be
deemed to beneficially own 819,300 shares of Newcor Common Stock, representing
16.6% of the 4,949,068 shares of Newcor Common Stock issued and outstanding as
of August 7, 2000. During September 2000, EXX purchased 46,500 additional
shares of Newcor Common Stock. As a result of EXX's purchases of Newcor Common
Stock during September 2000, EXX and David Segal, as affiliated parties, may
be deemed to beneficially own 865,800 shares of Newcor Common Stock,
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CUSIP No. 651186108 Page 6 of 8 Pages
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representing 17.49% of the 4,949,068 shares of Newcor Common Stock issued and
outstanding as of August 7, 2000.
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 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 841,800 shares of
Newcor Common Stock, representing 17.01% of the 4,949,068 shares of Newcor
Common Stock issued and outstanding as of August 7, 2000. Mr. Segal owns
24,000 shares of Newcor Common Stock in his own name and may be deemed to be
the beneficial owner of the 841,800 shares of Newcor Common Stock owned by
EXX. Therefore, Mr. Segal may be deemed to be the beneficial owner of a total
of 865,800 shares of Newcor Common Stock, representing 17.49% of the 4,949,068
shares of Newcor Common Stock issued and outstanding as of August 7, 2000. Mr.
Segal disclaims beneficial ownership with respect to the 841,800 shares owned
by EXX.
(b) EXX and Mr. Segal may be deemed to share voting and dispositive
power with respect to 841,800 shares of Newcor Common Stock, representing
17.01% of the 4,949,068 shares of Newcor Common Stock issued and outstanding
as of August 7, 2000. Mr. Segal has sole voting and dispositive power with
respect to 24,000 shares of Newcor Common Stock, representing 0.48% of the
4,949,068 shares of Newcor Common Stock issued and outstanding as of August 7,
2000.
(c) Between September 1, 2000 and September 28, 2000, EXX made the
following acquisitions of Newcor Common Stock, each of which was effected by
Merrill Lynch on the open market:
(1) On September 1, 2000, EXX purchased 15,000 shares at $2.25
per share.
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CUSIP No. 651186108 Page 7 of 8 Pages
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(2) On September 18, 2000, EXX purchased 19,000 shares at
$2.0625 per share.
(3) On September 19, 2000, EXX purchased 6,000 shares at $2.00
per share.
(4) On September 22, 2000, EXX purchased 1,000 shares at $1.875
per share.
(5) On September 22, 2000, EXX purchased 1,000 shares at
$1.9375 per share.
(6) On September 25, 2000, EXX purchased 1,500 shares at $1.875
per share.
(7) On September 26, 2000, EXX purchased 2,000 shares at $1.875
per share.
(8) On September 28, 2000, EXX purchased 1,000 shares at $2.00
per share.
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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CUSIP No. 651186108 Page 8 of 8 Pages
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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: September 29, 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: September 29, 2000
/s/ David A. Segal
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David A. Segal
