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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
NEWCOR, INC.
(Name of Registrant as Specified in Its Charter)
EXX, INC., THE BOARD OF DIRECTORS OF EXX, INC. AND DAVID A. SEGAL
(Name of Person Filing Proxy Statement if Other Than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
N/A
2) Aggregate number of securities to which transaction applies: N/A
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total Fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: N/A
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
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The following is a statement issued by EXX, Inc. regarding a proposed tender
offer for shares of Newcor, Inc.:
TO BUSINESS EDITOR:
A Second Open Letter to the Board of Directors of Newcor, Inc.
The following is being issued on behalf of the shareholders of EXX
INC (Amex: EXX-A and EXX-B):
EXX INC and the undersigned, now own 865,800 Newcor shares
constituting 17.49% of Newcor's common stock. We wish to purchase
additional shares from the public through a tender offer at a premium of
approximately 71% over current market price (based on the closing price
on Friday, November 3, 2000). However, we are hampered to some degree,
by the "Poison Pill" put into place by Newcor's Board of Directors to
keep themselves in power.
On behalf of ourselves and any shareholders who might wish to sell
their shares at a 71% premium over market price, we ask te Board of
Directors to modify the "Poison pill" to allow our ownership to
increase to 34.999% of Newcor's common stock. If the Board of Directors
agrees to so modify the "Poison Pill," we pledge:
1. Not to increase our shareholdings beyond 34.999%, without
the agreement of a majority interest of the subordinated
noteholders to waive the call provision in the indenture
pertaining to the notes, and
2. To expeditiously file a tender offer with the Securities and
Exchange Commission, and upon clearance to offer $3.00 in
cash, on a non-contingent basis, for up to 866,000 shares of
common stock of Newcor. If tenders are made of the full
866,000 shares, our ownership would increase to 1,731,000
shares constituting 34.992% of Newcor's common stock.
If Newcor's Board of Directors refuses to modify the "Poison Pill"
as requested, it will
1. Be attempting to prevent shareholders from having the
opportunity to sell their shares for $3.00 per share, and
2. Risking the possibility of a lawsuit to challenge Newcor's
anti-takeover measures, including adoption of the "Poison
Pill," at considerable expense to Newcor.
Isn't it bad enough that the Board has spent more than one and one
half million dollars in the last two quarters trying to keep control of
the Company to themselves? How much more of the shareholders' money
will this Board waste in an attempt to maintain power while continuing
to lose money for the Company and its shareholders?
We invite any Newcor shareholder who has an interest in this
matter to express his or her opinion by writing to EXX INC at the above
address.
David A. Segal
Chairman of the Board
EXX INC
November 6, 2000
The foregoing may be deemed to constitute a solicitation of
proxies under the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder. To the extent that the foregoing
constitutes such a solicitation of proxies from Newcor, Inc.
stockholders, each of David A. Segal, EXX Inc and its directors and
executive officers may be deemed to be "participants" in such
solicitation. A detailed list of the interests of EXX Inc and Mr. Segal
in the common stock of Newcor is contained in Schedule 13D and
amendments thereto filed by EXX Inc and Mr. Segal with the Securities
and Exchange Commission. In the event that EXX Inc or Mr. Segal in fact
solicits proxies from the stockholders of Newcor for use at a meeting of
Newcor's stockholders, a proxy statement with respect to such
solicitation will be filed with the Securities and Exchange Commission.
If filed, investors and security holders are advised to read such proxy
statement and any amendments or supplements thereto when they become
available because each of these documents will contain important
information. When and if such documents are filed, investors and
security holders may obtain a free copy of these documents and other
documents filed by EXX Inc and Mr. Segal at the Securities and Exchange
Commission's Internet web site at www.sec.gov.
For further information please contact Barry Borodkin of BP
Associates, 212-242-5444, for EXX INC.
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