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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEWCOR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-0865770
(state of incorporation or organization) (I.R.S. Employer Identification No.)
43252 Woodward Ave., Suite 240 48302
Bloomfield Hills, Michigan
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of each class Name of each exchange on which
to be registered each class is to be registered
-------------------- -------------------------------------
<S> <C>
Preferred Stock American Stock Exchange
Purchase Rights
</TABLE>
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [x]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
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Securities Act registration statement file number to which this form
relates: (If applicable)
--------------
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrant's Securities to be Registered
On August 3, 2000, Newcor, Inc., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited
liability company (the "Rights Agent"), entered into the Second Amendment to the
Rights Agreement, dated as of January 12, 2000, between the Company and the
Rights Agent (the "Rights Agreement"). The Second Amendment amends the
definition of Acquiring Person by increasing the percentage of shares of Common
Stock that can be beneficially owned by EXX Inc., together with all its
Affiliates and Associates, from 15% to 17.5%, before triggering the distribution
of rights, and related consequences, under the Rights Agreement.
The full text of the Second Amendment was attached as Exhibit 99 (C)
to the Form 8-K filed by the Company on August 4, 2000, and is incorporated
herein by reference. The Rights Agreement was attached as Exhibit 4(h) to the
Form 8-K filed by the Company on January 13, 2000, and is incorporated herein by
reference. The foregoing description of the Second Amendment does not purport to
be complete and is qualified in its entirety by reference to such Exhibit.
Item 2. Exhibits.
1. Rights Agreement, dated as of January 12, 2000, between Newcor, Inc. and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (incorporated by
reference to Exhibit 4(h) to the Form 8-K of the Company (Commission File No.
1-5985) filed on January 13, 2000 and incorporated by reference herein).
2. Second Amendment to the Rights Agreement, dated as of August 3, 2000, between
Newcor, Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights Agent
(incorporated by reference to Exhibit 99 (C) to the Form 8-K of the Company
(Commission File No. 1-5985) filed on August 4, 2000 and incorporated by
reference
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herein).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
NEWCOR, INC.
By: /s/ JAMES J. CONNOR
--------------------------------
Name: James J. Connor
Title: Interim President and CEO;
Vice President - CFO
Date: August 11, 2000
EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1. Rights Agreement, dated as of January 12, 2000, between
Newcor, Inc. and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (incorporated by reference to Exhibit 4(h) to the
Form 8-K of the Company (Commission File No. 1-5985) filed on
January 13, 2000 and incorporated by reference herein).
2. Second Amendment to the Rights Agreement, dated as of August
3, 2000, between Newcor, Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (incorporated by reference
to Exhibit 99 (C) to the Form 8-K of the Company (Commission
File No. 1-5985) filed on August 4, 2000 and incorporated by
reference herein).
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