11-K 1 e11-k.txt FORM 11-K 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 ----------- ------------ Commission file number 1-5985 ------ 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 ------------- ------------------ Fred Davenport Plan Administrator 2 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES ------- REPORT ON AUDITS OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 3 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES ------- 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 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 5 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS as of December 31, 1999 and 1998 -------
1999 1998 ---- ---- Assets: 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 =========== ===========
The accompanying notes are an integral part of the financial statements. 3 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 -------
1999 1998 ---- ---- 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 ----------- ----------- 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 =========== ===========
The accompanying notes are an integral part of the financial statements. 4 7 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES NOTES TO FINANCIAL STATEMENTS ------- 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 8 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES NOTES TO FINANCIAL STATEMENTS, Continued ------- 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:
1999 1998 ---- ---- 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 ----------- ----------- Total $11,646,200 $10,069,300 =========== ===========
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 9 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES NOTES TO FINANCIAL STATEMENTS, Continued ------- 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
1999 1998 ---- ---- Newcor, Inc. Common Stock Fund $633,100 $434,300
SUMMARY OF CHANGES IN ASSETS For the year ended December 31, 1999
Employee/employer contributions $ 416,300 Net (depreciation) in fair value of investments (294,100) Participant distributions (32,800) Transfers 109,400 --------- $ 198,800 =========
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 10 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1999 -------
(A) (B) (C) (D) (E) IDENTITY OF ISSUER, BORROWER, LESSOR DESCRIPTION OF OF SIMILAR PARTY INVESTMENT COST CURRENT VALUE ---------------- ---------- ---- ------------- * 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 =========== ===========
*Party in interest to the Plan 8 11 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1999 -------
(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) ----------------- -------------------- -------- ------- ------ -------- -------- ------------- --------- 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.
9 12 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1999 -------
(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) ----------------- -------------------- -------- ------- ------ -------- -------- ------------- -------- 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
10 13 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1999 -------
(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) ----------------- -------------------- -------- ------- ------ -------- -------- ------------- -------- 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.
11 14 Exhibit Index ------------- Exhibit No. Description ----------- ----------- 23.1 Consent of Independent Accountants