11-K 1 k63519e11-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, 2000 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 HOURLY EMPLOYEES 401(k) PLAN 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 HOURLY EMPLOYEES 401(k) PLAN ----------------------------------- (name of plan) Date June 29, 2001 By /s/ Thomas D. Parker ------------- -------------------- Thomas D. Parker Plan Administrator 2 NEWCOR HOURLY EMPLOYEES 401(K) PLAN ------- REPORT ON AUDITS OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 3 NEWCOR HOURLY EMPLOYEES 401(K) PLAN 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, 2000 and 1999 3 Statement of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 2000 and 1999 4 Notes to Financial Statements 5-8 Supplemental Schedules: Schedule of Assets Held for Investment Purposes at December 31, 2000 9 Schedule of Reportable Transactions for the Year Ended December 31, 2000 10-11 Exhibit 23.1 Consent of Independent Accountants 12
4 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of Newcor Hourly Employees 401(k) Plan: In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Newcor, Inc. Hourly Employees 401(k) Plan (the "Plan") at December 31, 2000 and 1999, 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 of America. 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 of America, 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 our opinion. 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, 2000 and of reportable transactions for the year ended December 31, 2000 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 13, 2001 2 5 NEWCOR HOURLY EMPLOYEES 401(K) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS as of December 31, 2000 and 1999 -------
2000 1999 ---- ---- Assets: Investments, at fair value $ 4,301,300 $ 4,311,000 Employee loans 1,200 1,900 Company matching contributions receivable 9,300 12,200 Company discretionary contributions receivable 160,900 157,100 Employee contributions receivable 53,400 64,500 -------------- ------------- Net assets available for plan benefits $ 4,526,100 $ 4,546,700 ============== =============
The accompanying notes are an integral part of the financial statements. 3 6 NEWCOR HOURLY EMPLOYEES 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS for the years ended December 31, 2000 and 1999 -------
2000 1999 ---- ---- Additions: Employee contributions $ 714,800 $ 698,100 Employer contributions 289,700 286,600 Employee rollovers and plan merger -- 41,200 Investment income: Interest and dividend income 381,600 302,000 Net appreciation (depreciation) in fair value of investments (660,000) 238,100 ----------- ---------- Total additions 726,100 1,566,000 Deductions: Participant distributions 736,900 827,400 Other 9,800 8,200 ----------- ---------- Total deductions 746,700 835,600 Net increase (decrease) (20,600) 730,400 Net assets available for plan benefits: Beginning of year 4,546,700 3,816,300 ----------- ---------- End of year $ 4,526,100 $4,546,700 =========== ==========
The accompanying notes are an integral part of the financial statements. 4 7 NEWCOR HOURLY EMPLOYEES 401(K) PLAN NOTES TO FINANCIAL STATEMENTS ------- 1. DESCRIPTION OF THE PLAN: The Plan is a defined contribution plan adopted effective April 1, 1997 covering eligible hourly employees of Newcor, Inc. (the "Company"). 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. (the "Company"). Participants may make contributions to the Plan up to a maximum amount as specified in IRS Section 402(G). Participants may invest in seven fund options. 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 2000, employer contributions were reduced by $398 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 funds whose underlying assets may include 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. Certain prior year amounts have been reclassified to conform with the December 31, 2000 presentation. 5 8 NEWCOR HOURLY EMPLOYEES 401(K) PLAN 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, 2000 and 1999:
2000 1999 ---- ---- American Funds Investments: Bond Fund of America $ 191,300 $ 150,100 Cash Management Trust 1,046,900 1,127,000 Euro Pacific Growth Fund 396,700 509,500 Income Fund of America 559,000 469,800 Investment Company of America 989,600 961,300 New Perspective Fund 752,600 814,500 Washington Mutual Investors Fund 43,700 26,400 Growth Fund of America 137,000 40,800 Small Capital World Fund 92,700 26,500 Newcor, Inc. Common Stock Fund 91,800 185,100 ---------- ---------- Total $4,301,300 $4,311,000 ========== ==========
4. INCOME TAX STATUS: The Internal Revenue Service has determined and informed the Company by a letter dated January 20, 1998, 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 HOURLY EMPLOYEES 401(K) PLAN 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, 2000 and 1999
2000 1999 ---- ---- Newcor, Inc. Common Stock Fund $ 91,800 $185,100
SUMMARY OF CHANGES IN ASSETS For the year ended December 31, 2000
2000 1999 ---- ---- Employee/employer contributions 126,400 166,600 Net (depreciation) in fair value of investment (225,900) (84,000) Participants distributions (23,500) (23,800) Transfers 29,700 (7,400) ---------- ----------- Total changes in assets $ (93,300) $ 51,400 =========== ===========
7 10 NEWCOR HOURLY EMPLOYEES 401(K) PLAN NOTES TO FINANCIAL STATEMENTS, Continued ------- 6. BENEFIT PAYMENTS: Benefits payable to participants who became eligible to take a distribution from the Plan but have not yet been paid aggregated $16,202 and $16,993 at December 31, 2000 and 1999, 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 while the accompanying financial statements do not reflect benefits payable as a liability on the statement of net assets available for plan benefits. 8 11 NEWCOR HOURLY EMPLOYEES 401(K) PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 2000 -------
(B) IDENTITY OF ISSUER, (E) BORROWER, LESSOR (C) (D) CURRENT (A) OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE --- ---------------- ------------------------- ---- ----- * American Funds Investments Bond Fund of America 14,958 Shares $ 199,291 $ 191,300 Cash Management Trust 1,058,253 Shares 1,058,253 1,046,900 Euro Pacific Growth Fund 12,655 Shares 421,745 396,700 Income Fund of America 35,069 Shares 599,255 559,000 Investment Company of America 31,860 Shares 1,000,925 989,600 New Perspective Fund 31,292 Shares 784,538 752,600 Washington Mutual Investors Fund 1,507 Shares 46,583 43,700 Growth Fund of America 5,056 Shares 160,117 137,000 Small Capital World Fund 3,338 Shares 122,106 92,700 ------------ ----------- Total American Funds 4,392,813 4,209,500 * Newcor, Inc. Common Stock Fund 57,377 Shares 245,000 91,800 Participant Loans 10.5 percent 0 1,200 ------------ ----------- $ 4,637,813 $ 4,302,500 ============ ===========
*Party in interest to the Plan 9 12 NEWCOR HOURLY EMPLOYEES 401(K) PLAN SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 2000 ------- (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 non-participant directed 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 non-participant directed ---------------------- 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.
10 13 NEWCOR HOURLY EMPLOYEES 401(K) PLAN SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
(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 non-participant directed 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 Newcor, Inc. 75 Purchases 256,180 256,180 256,180 108 Sales 129,516 139,494 129,516 (9,978)
REPORTING CRITERION IV: Any non-participant directed 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 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION Exhibit 23.1 Consent of Independent Accountants