<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
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Commission file number 1-5985
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A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
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, INC. SAVINGS PLAN FOR EMPLOYEES
---------------------------------------
(name of plan)
Date June 28, 2000 By /s/ Fred Davenport
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Fred Davenport
Plan Administrator
<PAGE> 2
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
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REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<PAGE> 3
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
INDEX OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
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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
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of
Newcor, Inc. Savings Plan for Employees:
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, Inc. Savings Plan for Employees (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, INC. SAVINGS PLAN FOR EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1999 and 1998
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<TABLE>
<CAPTION>
1999 1998
---- ----
Assets:
<S> <C> <C>
Investments, at fair value $11,646,200 $10,069,300
Employee loans 3,300 13,300
Company matching contribution receivable 26,400 24,800
Employee contribution receivable 73,300 72,700
----------- -----------
Net assets available for plan benefits $11,749,200 $10,180,100
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 6
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
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 $ 1,010,900 $ 1,193,800
Employer contributions 353,800 315,100
Employee rollovers and plan merger 497,600 1,129,700
Investment income:
Interest and dividend income 823,500 358,300
Net appreciation in fair value of investments 660,400 548,700
----------- -----------
Total additions 3,346,200 3,545,600
Deductions:
Participant distributions 1,767,100 1,768,900
Other 10,000 6,500
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Total deductions 1,777,100 1,775,400
Net increase 1,569,100 1,770,200
Net assets available for plan benefits:
Beginning of year 10,180,100 8,409,900
----------- -----------
End of year $11,749,200 $10,180,100
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 7
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN:
The Plan is a defined contribution plan adopted effective May 1, 1985
covering eligible employees of Newcor, Inc. (the "Company"). Salaried
employee participants in the Rubright Employees Retirement and 401(K)
Plan, the Plastronics Plus, Inc. 401(K) Retirement Plan, and the
Blackhawk Engineering 401(K) Plan were merged with the plan effective
January 1, 1998 ($856,000 net assets transferred into the plan). Salaried
employee participants in the Production Rubber 401(K) Plan were merged
with the plan effective January 1, 1999 ($78,400 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.
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 $3,479
from forfeited 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, INC. SAVINGS PLAN FOR EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued
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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 $ 320,600 $ 260,200
Cash Management Trust 2,707,000 3,002,400
Euro Pacific Growth Fund 1,357,600 837,900
Income Fund of America 1,020,100 1,105,100
Investment Company of America 2,987,500 2,712,000
New Perspective Fund 2,133,500 1,696,500
Washington Mutual Investors Fund 106,300 10,200
Growth Fund of America 343,200 10,700
Small Capital World Fund 37,300 0
Newcor Inc. Common Stock Fund 633,100 434,300
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Total $11,646,200 $10,069,300
=========== ===========
</TABLE>
4. INCOME TAX STATUS:
The Internal Revenue Service has determined and informed the Company by a
letter dated March 25, 1996, 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, INC. SAVINGS PLAN FOR EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued
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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 $633,100 $434,300
</TABLE>
SUMMARY OF CHANGES IN ASSETS
For the year ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Employee/employer contributions $ 416,300
Net (depreciation) in fair value of investments (294,100)
Participant distributions (32,800)
Transfers 109,400
---------
$ 198,800
=========
</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 $59,765
and $289,323 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, INC. SAVINGS PLAN FOR EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999
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<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
IDENTITY OF ISSUER, BORROWER, LESSOR DESCRIPTION OF
OF SIMILAR PARTY INVESTMENT COST CURRENT VALUE
---------------- ---------- ---- -------------
<S> <C> <C> <C> <C>
* American Funds Investments
Bond Fund of America 24,700 Shares $ 335,200 $ 320,600
Cash Management Trust 2,707,000 Shares 2,707,000 2,707,000
Euro Pacific Growth Fund 31,825 Shares 876,100 1,357,600
Income Fund of America 64,810 Shares 1,077,700 1,020,100
Investment Company of America 92,036 Shares 2,537,900 2,987,500
New Perspective Fund 72,470 Shares 1,483,800 2,133,500
Washington Mutual Investors Fund 3,594 Shares 118,300 106,300
Growth Fund of America 11,777 Shares 311,700 343,200
Small Capital World Fund 953 Shares 30,300 37,300
----------- -----------
Total American Funds 9,478,000 11,013,100
* Newcor, Inc. Common Stock Fund 102,556 Units 1,025,560 633,100
Participant Loans 10 to 10.25 percent
0 3,300
----------- -----------
Total $10,503,560 $11,649,500
=========== ===========
</TABLE>
*Party in interest to the Plan
8
<PAGE> 11
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1999
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<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.
Not applicable.
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, INC. SAVINGS PLAN FOR EMPLOYEES
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 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
American Funds Cash Management Trust
192 Purchases $4,404,764 $4,404,764 $4,404,764
205 Sales $4,603,432 4,603,432 4,603,432
American Funds Growth Fund of America Inc.
64 Purchases 486,947 486,947 486,947
11 Sales 198,106 185,952 198,106 12,154
American Funds Income Fund of America
39 Purchases 258,215 258,215 258,215
33 Sales 250,612 249,515 250,612 1,097
American Funds Investment Company of America
67 Purchases 825,138 825,138 825,138
36 Sales 686,141
651,534 686,141 34,607
American Funds New Perspective Fund
59 Purchases 456,639 456,639 456,639
31 Sales 489,128 434,691 489,128 54,437
</TABLE>
10
<PAGE> 13
NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES
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 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.
</TABLE>
11
<PAGE> 14
Exhibit Index
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Exhibit No. Description
----------- -----------
23.1 Consent of Independent Accountants
