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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. 2)<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)
June 27, 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 -
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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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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
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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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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 an exchange 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 April 28, 2000, EXX filed a Registration Statement on Form S-4
(File No. 333-35924) and a Schedule TO (File No. 005-13329) with the
Securities and Exchange Commission in connection with a proposed exchange
offer by EXX. The intention to commence an exchange offer was announced
by EXX after several requests by EXX to negotiate a mutually acceptable
transaction with Newcor's Board of Directors, to which Newcor's Board of
Directors did not respond in a meaningful way. At this time, the Registration
Statement has not yet been declared effective and EXX has not yet commenced
its exchange offer.
With the purchase of the Newcor Common Stock reported hereby, 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 may be deemed to beneficially own more than 15%
of the issued and outstanding shares of Newcor Common Stock, the Board of
Directors of Newcor may trigger the anti-takeover provisions of the Newcor
rights agreement.
In addition, subject to availability at prices deemed favorable,
EXX and Mr. Segal may 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 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
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CUSIP No. 651186108 Page 5 of 8 Pages
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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 722,800
shares of Newcor Common Stock, representing 14.6% of the 4,949,068
shares of Newcor Common Stock issued and outstanding as of May 10, 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 722,800 shares of Newcor
Common Stock owned by EXX. Therefore, Mr. Segal may be deemed to be the
beneficial owner of a total of 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. Mr. Segal disclaims beneficial
ownership with respect to the 722,800 shares owned by EXX.
(b) EXX and Mr. Segal may be deemed to share voting and
dispositive power with respect to 722,800 shares of Newcor Common Stock,
representing 14.6% of the 4,949,068 shares of Newcor Common Stock issued
and outstanding as of May 10, 2000. Mr. Segal has sole voting and
dispositive power with respect to 24,000 shares of Newcor Common Stock,
representing 0.5% of the 4,949,068 shares of Newcor Common Stock issued
and outstanding as of May 10, 2000.
(c) Between June 1, 2000 and June 28, 2000, EXX made a series of
acquisitions of Newcor Common Stock:
(1) On June 1, 2000, EXX purchased 1,000 shares at $2.00
per share. The transaction was effected by Merrill
Lynch on the open market.
(2) On June 1, 2000, EXX purchased 1,700 shares at $2.125
per share. The transaction was effected by Merrill
Lynch on the open market.
(3) On June 2, 2000, EXX purchased 1,000 shares at $2.125
per share. The transaction was effected by Merrill
Lynch on the open market.
(4) On June 7, 2000, EXX purchased 2,000 shares at $2.125
per share. The transaction was effected by Merrill
Lynch on the open market.
(5) On June 8, 2000, EXX purchased 3,000 shares at $2.125
per share. The transaction was effected by Merrill
Lynch on the open market.
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CUSIP No. 651186108 Page 6 of 8 Pages
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(6) On June 14, 2000, EXX purchased 1,000 shares at $2.125
per share. The transaction was effected by Merrill
Lynch on the open market.
(7) On June 14, 2000, EXX purchased 1,000 shares at
$2.1875 per share. The transaction was effected by
Merrill Lynch on the open market.
(8) On June 16, 2000, EXX purchased 2,100 shares at $2.125
per share. The transaction was effected by Merrill
Lynch on the open market.
(9) On June 20, 2000, EXX purchased 6,000 shares at $2.125
per share. The transaction was effected by Merrill
Lynch on the open market.
(10) On June 22, 2000, EXX purchased 1,500 shares at
$2.1875 per share. The transaction was effected by
Merrill Lynch on the open market.
(11) On June 23, 2000, EXX purchased 800 shares at $2.00
per share. The transaction was effected by Merrill
Lynch on the open market.
(12) On June 26, 2000, EXX purchased 3,000 shares at $2.125
per share. The transaction was effected by Merrill
Lynch on the open market.
(13) On June 27, 2000, EXX purchased 1,200 shares at $2.25
per share. The transaction was effected by Merrill
Lynch on the open market.
(14) On June 27, 2000, EXX purchased 23,800 shares at $2.50
per share. The transaction was effected by Merrill
Lynch on the open market.
(15) On June 28, 2000, EXX purchased 9,000 shares at $2.50
per share. The transaction was effected by Merrill
Lynch on the open market.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER:
None.
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CUSIP No. 651186108 Page 7 of 8 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
EXX's Registration Statement on Form S-4 (File No. 333-35924)
filed with the Securities and Exchange Commission on April 28, 2000 and
EXX's Schedule TO (File No. 005-13329) filed with the Securities and
Exchange Commission on April 28, 2000 are incorporated herein by
reference.
[FN]
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<F*> Computational note: Based upon 4,949,068 shares of Newcor Common
Stock outstanding as of May 10, 2000.
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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: June 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: June 29, 2000
/s/ David A. Segal
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David A. Segal
