<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, 1999
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 HOURLY EMPLOYEES 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
NEWCOR, INC.
43252 Woodward Ave, 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 HOURLY EMPLOYEES 401(k) PLAN
-----------------------------------
(name of plan)
Date June 28, 2000 By /s/ Fred Davenport
------------- ------------------
Fred Davenport
Plan Administrator
<PAGE> 2
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
-------
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<PAGE> 3
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
INDEX OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
-------
PAGES
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998 3
Statement of Changes in Net Assets Available for
Plan Benefits for the Years Ended December 31, 1999 and 1998 4
Notes to Financial Statements 5-7
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes at December 31, 1999 8
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1999 9-11
Exhibit 23.1 Consent of Independent Accountants
1
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of
Newcor Hourly Employees 401(k) Plan:
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
benefits of Newcor Hourly Employees 401(k) Plan (the "Plan") at December
31, 1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States. 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 auditing standards generally accepted in the
United States, 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 assets held
for investment purposes at December 31, 1999 and of reportable transactions for
the year ended December 31, 1999 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 9, 2000
2
<PAGE> 5
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1999 and 1998
-------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Assets:
Investments, at fair value $4,311,000 $3,573,100
Employee loans 1,900 10,100
Company matching contribution receivable 12,200 13,100
Company discretionary contribution receivable 157,100 152,000
Employee contribution receivable 64,500 68,000
---------- ----------
Net assets available for plan benefits $4,546,700 $3,816,300
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 6
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
for the years ended December 31, 1999 and 1998
-------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Additions:
Employee contributions $ 698,100 $ 824,300
Employer contributions 286,600 303,600
Employee rollovers and plan merger 41,200 1,785,300
Investment income:
Interest and dividend income 302,000 240,500
Net appreciation (depreciation) in fair value of investments 238,100 (99,200)
----------- -----------
Total additions 1,566,000 3,054,500
Deductions:
Participant distributions 827,400 316,500
Other 8,200 4,300
----------- -----------
Total deductions 835,600 320,800
Net increase 730,400 2,733,700
Net assets available for plan benefits:
Beginning of year 3,816,300 1,082,600
----------- -----------
End of year $ 4,546,700 $ 3,816,300
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 7
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
-------
1. DESCRIPTION OF THE PLAN:
The Plan is a defined contribution plan adopted effective April 1, 1997
covering eligible hourly employees of Newcor, Inc. (the "Company").
Hourly participants in the Rubright Employees Retirement and 401(K) Plan,
Plastronics Plus 401(K) Plan, and Blackhawk Engineering 401(K) Plan were
merged with the plan effective January 1, 1998 ($1,753,000 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. (the "Company").
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. During 1999, employer contributions were reduced by $362
from forefeited nonvested accounts.
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 HOURLY EMPLOYEES 401(K) PLAN
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, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
American Funds Investments:
Bond Fund of America $ 150,100 $ 125,600
Cash Management Trust 1,127,000 1,388,700
Euro Pacific Growth Fund 509,500 276,700
Income Fund of America 469,800 408,600
Investment Company of America 961,300 722,500
New Perspective Fund 814,500 517,300
Washington Mutual Investors Fund 26,400 0
Growth Fund of America 40,800 0
Small Capital World Fund 26,500 0
Newcor, Inc. Common Stock Fund 185,100 133,700
---------- ----------
Total $4,311,000 $3,573,100
========== ==========
</TABLE>
4. INCOME TAX STATUS:
The Internal Revenue Service has determined and informed the Company by a
letter dated January 20, 1998, 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 HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
-------
5. NONPARTICIPANT-DIRECTED INVESTMENTS:
The Newcor, Inc. Common Stock Fund includes both participant and
nonparticipant directed investments which are commingled. Information
about the net assets and the significant components of the changes in net
assets is as follows:
SUMMARY OF NET ASSETS
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Newcor, Inc. Common Stock Fund $185,100 $133,700
</TABLE>
SUMMARY OF CHANGES IN ASSETS
For the year ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Employee/employer contributions $ 166,600
Net (depreciation) in fair value of investment (84,000)
Participant distributions (23,800)
Transfers (7,400)
---------
$ 51,400
=========
</TABLE>
6. BENEFIT PAYMENTS:
Benefits payable to participants who became eligible to take a
distribution from the Plan but have not yet been paid aggregated $16,993
and $108,683 at December 31, 1999 and 1998, 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.
7
<PAGE> 10
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999
-------
<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 11,540 Shares $ 157,300 $ 150,100
Cash Management Trust 1,127,047 Shares 1,127,000 1,127,000
Euro Pacific Growth fund 11,945 Shares 360,900 509,500
Income Fund of America 29,853 Shares 530,900 469,800
Investment Company of America 29,613 Shares 924,000 961,300
New Perspective Fund 27,669 Shares 651,000 814,500
Washington Mutual Investors Fund 895 Shares 29,700 26,400
Growth Fund of America 1,399 Shares 36,800 40,800
Small Capital World Fund 675 Shares 23,400 26,500
---------- ----------
Total American Funds 3,841,000 4,125,900
* Newcor, Inc. Common Stock Fund 28,802 units 288,020 185,100
Participant Loans 10.5 percent 0 1,900
---------- ----------
$4,129,020 $4,312,900
========== ==========
</TABLE>
*Party in interest to the Plan
8
<PAGE> 11
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1999
-------
<TABLE>
<CAPTION>
(C) (D) (E) (F) (G) (H) (I)
(A) (B) PURCHASE SELLING LEASE EXPENSE COST CURRENT VALUE NET GAIN
IDENTITY OF PARTY DESCRIPTION OF ASSET PRICE PRICE RENTAL INCURRED OF ASSET OF ASSET OR (LOSS)
----------------- -------------------- -------- ------- ------ -------- -------- ------------- --------
<S> <C> <C> <C> <C> <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 Trust
1 Sale $203,047 $203,047 $203,047
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 an
amount in excess of five
percent of the current value
of plan assets.
Not applicable.
</TABLE>
9
<PAGE> 12
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
-------
<TABLE>
<CAPTION>
(C) (D) (E) (F) (G) (H) (I)
(A) (B) PURCHASE SELLING LEASE EXPENSE COST CURRENT VALUE NET GAIN
IDENTITY OF PARTY DESCRIPTION OF ASSET PRICE PRICE RENTAL INCURRED OF ASSET OF ASSET OR (LOSS)
----------------- -------------------- -------- ------- ------ -------- -------- ------------- --------
<S> <C> <C> <C> <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
173 Purchases $1,806,685 $1,806,685 $1,806,685
250 Sales $2,062,703 2,062,703 2,062,703
American Funds Income Fund of America
34 Purchases 200,016 200,016 200,016
29 Sales 97,104 96,764 97,104 $ 340
American Funds Investment Company of America
43 Purchases 365,411 365,411 365,411
35 Sales 164,578 156,151 164,578 8,427
American Funds New Perspective Fund
42 Purchases 246,209 246,209 246,209
31 Sales 114,314 100,174 114,314 14,140
American Funds Euro Pacific Growth Fund
40 Purchases 156,553 156,553 156,533
27 Sales 81,087 71,004 81,087 10,083
</TABLE>
10
<PAGE> 13
NEWCOR HOURLY EMPLOYEES 401(K) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
<TABLE>
<CAPTION>
(C) (D) (E) (F) (G) (H) (I)
(A) (B) PURCHASE SELLING LEASE EXPENSE COST CURRENT VALUE NET GAIN
IDENTITY OF PARTY DESCRIPTION OF ASSET PRICE PRICE RENTAL INCURRED OF ASSET OF ASSET OR (LOSS)
----------------- -------------------- -------- ------- ------ -------- -------- ------------- --------
<S> <C> <C> <C> <C> <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.
Note (A): Transactions already reported under Criterion I are not repeated here.
</TABLE>
11
<PAGE> 14
Exhibit Index
-------------
Exhibit No. Description
----------- -----------
23.1 Consent of Independent Accountants
