11-K 1 k63519ae11-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, 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 29, 2001 By /s/ Thomas D. Parker ------------- -------------------- Thomas D. Parker Plan Administrator 2 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES ------- REPORT ON AUDITS OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 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, 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, Inc. Savings Plan for Employees: 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. Savings Plan for Employees (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, INC. SAVINGS PLAN FOR EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS as of December 31, 2000 and 1999 -------
2000 1999 ---- ---- Assets: Investments, at fair value $ 10,908,100 $ 11,646,200 Employee loans 2,100 3,300 Company matching contributions receivable 27,600 26,400 Employee contributions receivable 75,700 73,300 --------------- --------------- Net assets available for plan benefits $ 11,013,500 $ 11,749,200 =============== ===============
The accompanying notes are an integral part of the financial statements. 6 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS for the years ended December 31, 2000 and 1999 -------
2000 1999 ---- ---- Additions: Employee contributions $ 1,038,600 $ 1,010,900 Employer contributions 359,900 353,800 Employee rollovers, plan merger, and other 51,400 497,600 Investment income: Interest and dividend income 966,800 829,300 Net appreciation (depreciation) in fair value of investments (1,574,500) 654,600 -------------- ------------- Total additions 842,200 3,346,200 Deductions: Participant distributions 1,576,700 1,767,100 Other 1,200 10,000 -------------- ------------- Total deductions 1,577,900 1,777,100 Net increase (decrease) (735,700) 1,569,100 Net assets available for plan benefits: Beginning of year 11,749,200 10,180,100 -------------- ------------- End of year $ 11,013,500 $ 11,749,200 ============== =============
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 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 2000, employer contributions were reduced by $3,714 from forefeited 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 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 December 31, 2000 presentation. 3. INVESTMENTS: 5 8 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES NOTES TO FINANCIAL STATEMENTS, Continued ------- 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 $ 317,300 $ 320,600 Cash Management Trust 2,437,600 2,707,000 Euro Pacific Growth Fund 1,079,600 1,357,600 Income Fund of America 1,088,400 1,020,100 Investment Company of America 2,738,600 2,987,500 New Perspective Fund 1,797,100 2,133,500 Washington Mutual Investors Fund 160,400 106,300 Growth Fund of America 783,500 343,200 Small Capital World Fund 248,200 37,300 Newcor, Inc. Common Stock Fund 257,400 633,100 -------------- ------------ Total $ 10,908,100 $ 11,646,200 ============== =============
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, 2000 and 1999
2000 1999 ---- ---- Newcor, Inc. Common Stock Fund $257,400 $633,100
SUMMARY OF CHANGES IN ASSETS For the year ended December 31, 2000
2000 1999 ---- ---- Employee/employer contributions $ 409,200 $ 416,300 Net (depreciation) in fair value of investment (583,200) (294,100) Participants distributions (63,200) (32,800) Transfers (138,500) 109,400 ---------- ----------- Total changes in assets $ (375,700) $ 198,800 =========== ===========
7 10 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES 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 $8,590 and $59,765 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, INC. SAVINGS PLAN FOR EMPLOYEES 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 24,811 Shares $ 331,856 $ 317,300 Cash Management Trust 2,444,718 Shares 2,444,718 2,437,600 Euro Pacific Growth Fund 34,437 Shares 1,029,935 1,079,600 Income Fund of America 68,280 Shares 1,118,032 1,088,400 Investment Company of America 88,171 Shares 2,488,308 2,738,600 New Perspective Fund 74,725 Shares 1,633,245 1,797,100 Washington Mutual Investors Fund 5,525 Shares 173,189 160,400 Growth Fund of America 28,932 Shares 856,525 783,500 Small Capital World Fund 8,936 Shares 343,132 248,200 ------------ ------------ Total American Funds 10,418,940 10,650,700 * Newcor, Inc. Common Stock Fund 190,652 Shares 766,186 257,400 Participant Loans 10.5 percent -- 2,100 ------------ ------------ $ 11,185,126 $ 10,910,200 ============ ============
*Party in interest to the Plan 9 12 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES 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, INC. SAVINGS PLAN FOR EMPLOYEES 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 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 NEWCOR, Inc. 73 Purchases 828,789 828,789 828,789 99 Sales 614,803 654,133 614,803 (39,330)
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