SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
NEWCOR, INC.
(NAME OF SUBJECT COMPANY)
NEWCOR, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
651186
(CUSIP NUMBER OF CLASS OF SECURITIES)
JAMES J. CONNOR
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NEWCOR, INC.
1825 S. WOODWARD AVENUE, SUITE 240
BLOOMFIELD HILLS, MICHIGAN 48302
TELEPHONE: (248) 253-2400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATION ON BEHALF OF THE PERSON(S) FILING STATEMENT).
WITH A COPY TO:
PETER C. KRUPP
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
PRESS RELEASE DATED MAY 1, 2000
NEWCOR, INC. TO REVIEW
UNSOLICITED EXCHANGE OFFER BY EXX INC
BLOOMFIELD HILLS, MI: May 1, 2000 -- Newcor, Inc. (Amex-NER) announced
today that EXX Inc issued a press release and made public filings with the
Securities and Exchange Commission on Friday, April 28th, 2000 with respect
to its intention to commence a exchange offer for all of the outstanding
common shares of Newcor for an undetermined amount of Class A common stock
of EXX and/or cash with a purported value of $4.00 per share. The proposed
exchange offer is subject to numerous conditions. At this time, no such
offer has been formally commenced. The materials filed by EXX with the SEC
have been referred to the Newcor Board of Directors for its review.
According to EXX's public filings, EXX is a Las Vegas, Nevada-based holding
company engaged in the design production and sale of "impulse toys,"
watches, kites, electric motors and cable pressurization equipment with net
sales for the year ended December 31, 1999 of $21.2 million.
Newcor urges all of its stockholders to take no action with respect to this
unsolicited offer until its Board of Directors has had an opportunity to
fully review and analyze the materials filed by EXX with the SEC. In the
event EXX commences its exchange offer, the Board of Directors will
formally respond to such offer as required by the rules and regulations of
the SEC. Such a response would be sent to Newcor's stockholders as
promptly as possible but not later than 10 business days after EXX formally
commenced any such exchange offer.
Newcor has retained Donaldson, Lufkin & Jenrette as its financial advisor,
and Skadden, Arps, Slate, Meagher & Flom (Illinois) as its legal counsel,
to assist the Board in evaluating EXX's proposal.
Newcor is a leading manufacturer of precision machined components and
assemblies for the automotive, medium-and heavy-duty truck and
agricultural vehicle industries and is a manufacturer of custom rubber and
plastic products primarily for the automotive industry. Newcor is also a
supplier of standard and custom machines and systems primarily for the
automotive and appliance industries.
THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY. IT DOES NOT
CONSTITUTE A SOLICITATION/RECOMMENDATION STATEMENT UNDER THE RULES AND
REGULATIONS OF THE SEC. NEWCOR'S STOCKHOLDERS WILL BE ABLE TO OBTAIN SUCH
SOLICITATION/RECOMMENDATION STATEMENT FOR FREE WHEN IT BECOMES AVAILABLE AT
THE SEC'S WEB SITE AT WWW.SEC.GOV. NEWCOR URGES ITS STOCKHOLDERS TO
CAREFULLY REVIEW ANY SUCH SOLICITATION/RECOMMENDATION STATEMENT PRIOR TO
MAKING ANY DECISIONS WITH RESPECT TO ANY SUCH OFFER.
