<PAGE>
<PAGE>
------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------
NEWCOR, INC.
(Name of Subject Company)
------------------------
EXX INC.
(Name of Filing Person--Offeror)
------------------------
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
651186108
(CUSIP Number of Class of Securities)
------------------------
DAVID A. SEGAL
CHIEF EXECUTIVE OFFICER
EXX INC.
1350 EAST FLAMINGO ROAD, SUITE 689
LAS VEGAS, NEVADA 89119-5263
TELEPHONE: (702) 598-3223
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
------------------------
COPY TO:
THOMAS A. LITZ, ESQ.
THOMPSON COBURN LLP
ONE FIRSTAR PLAZA
ST. LOUIS, MISSOURI 63101
TELEPHONE: (314) 552-6000
------------------------
CALCULATION OF FILING FEE
-----------------------------------------------------------------------
TRANSACTION VALUATION AMOUNT OF FILING FEE
-----------------------------------------------------------------------
Not Applicable Not Applicable
-----------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: None
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: None
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
<PAGE>
<PAGE>
EXX INC
SUITE 689
1350 EAST FLAMINGO ROAD
LAS VEGAS, NV 89119
EXX WITHDRAWS PROPOSED EXCHANGE OFFER.
NEWCOR BOARD'S INTRANSIGENCE KILLS
PROPOSED $4.00 EXCHANGE OF SHARES
Las Vegas, NV--August 8, 2000--EXX INC (Amex: EXX-A and EXX-B)
today announced that it has withdrawn its proposed Exchange Offer to
acquire shares of Newcor Inc. (Amex: NER) common stock for $4.00 per
share payable in EXX Class A shares.
David A. Segal, Chairman of EXX, stated that EXX had determined
that it was not advisable to proceed with the Exchange Offer in view of:
Newcor Board of Directors' intransigence; their refusal to withdraw the
Newcor "Poison Pill"; and their lack of cooperation in identifying the
Subordinated Noteholders so that EXX might negotiate an arrangement to
avoid a call of the Notes if there were a change of control.
"We are quite disappointed that Newcor's Board has determined not
to pursue our proposal to enhance Newcor's capital position, better
align the interests of management with those of its stockholders and
access EXX's expertise in business turnarounds," said Segal.
Mr. Segal stated that EXX may continue to acquire Newcor shares in
the open market or privately negotiated transactions or through other
means, despite the negative trends affecting Newcor's business
fundamentals and the dismal performance by Newcor's management and Board
of Directors.
Further, EXX said it was interested in discussing with Newcor's
Subordinated Noteholders a possible waiver of the call provisions in the
Subordinated Notes, in the event of a change of control of Newcor.
This release may contain some forward-looking statements. We
undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or
otherwise.
