-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Boa7z1KeT8lJn9UFtZgmZzPJ8bL2CQor4dDehc/6OEToDuHY/LzDCN0N5vo0ReQg 7zdw/qWGUzWciEszcMTadA== 0000950124-02-002202.txt : 20020628 0000950124-02-002202.hdr.sgml : 20020628 20020628121556 ACCESSION NUMBER: 0000950124-02-002202 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWCOR INC CENTRAL INDEX KEY: 0000071745 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 380865770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05985 FILM NUMBER: 02690660 BUSINESS ADDRESS: STREET 1: 43252 WOODWARD AVENUE STREET 2: STE 240 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48302 BUSINESS PHONE: 2482532400 MAIL ADDRESS: STREET 1: 43252 WOODWARD AVENUE STREET 2: SUITE 240 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48302 11-K 1 k70430ae11vk.txt FORM 11-K FOR PERIOD ENDING DECEMBER 31, 2001 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, 2001 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 26, 2002 By /s/ Thomas D. Parker ------------- -------------------- Thomas D. Parker Plan Administrator NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES ----------- REPORT ON AUDITS OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 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 Benefits as of December 31, 2001 and 2000 3 Statement of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2001 and 2000 4 Notes to Financial Statements 5-8 Supplemental Schedules: Schedule H, Line 4i - Schedule of Assets (Held at the End of the Year) at December 31, 2001 9 Schedule H, Line 4j - Schedule of Reportable Transactions 10-11 for the Year Ended December 31, 2001 Exhibit 23.1 Consent of Independent Accountants 12
Report of Independent Accountants To the Participants and Administrator of Newcor, Inc. Savings Plan for Employees In our opinion, the accompanying statements of net assets available for benefits and the related statements 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, 2001 and 2000, and the changes in net assets available for benefits for the year 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 at December 31, 2001 and of reportable transactions for the year ended December 31, 2001 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 21, 2002 2 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS as of December 31, 2001 and 2000 ----------
2001 2000 ---- ---- Assets: Investments, at fair value $16,217,800 $10,908,100 Employee loans 162,500 2,100 Company matching contributions receivable - 27,600 Employee contributions receivable 75,300 75,700 ----------- ----------- Net assets available for plan benefits $16,455,600 $11,013,500 =========== ===========
The accompanying notes are an integral part of the financial statements. 3 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the years ended December 31, 2001 and 2000 ------------
2001 2000 ---- ---- Additions: Employee contributions $ 1,024,300 $ 1,038,600 Employer contributions 185,600 359,900 Employee rollovers and other 326,700 51,400 Plan merger 6,158,000 Investment income: Interest and dividend income 461,400 966,800 Net depreciation in fair value of investments (1,138,300) (1,574,500) ------------ ------------ Total additions 7,017,700 842,200 Deductions: Participant distributions 1,544,100 1,576,700 Other 31,500 1,200 ------------ ------------ Total deductions 1,575,600 1,577,900 ------------ ------------ Net increase (decrease) 5,442,100 (735,700) Net assets available for benefits: Beginning of year 11,013,500 11,749,200 ------------ ------------ End of year $ 16,455,600 $ 11,013,500 ============ ============
The accompanying notes are an integral part of the financial statements. 4 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"). The Grand Machining 401(K) Plan was merged with the Plan effective August 1, 2001 ($6,158,000 net assets transferred into the Plan). The Grand Machining 401(k) Plan included all salaried employees at Deco and Deco Technologies, wholly owed subsidiaries of 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. Participants may make contributions to the Plan up to a maximum amount as specified in IRS Section 402(G). Participants may invest in numerous funds 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 2001, employer contributions were reduced by $7,210 from forfeited non-vested accounts. 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. Effective July 1, 2001 the Company temporarily discontinued the matching contribution. 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 benefits the net depreciation in the fair value of its investments which consists of the realized gains and losses and the unrealized 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 benefits and the statement of changes in net assets available for benefits. 5 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES NOTES TO FINANCIAL STATEMENTS, Continued ------------- 3. INVESTMENTS: The Plan's investments are held by Capital Bank & Trust, the Trustee. The following table presents the fair value of investments as of December 31, 2001 and 2000:
2001 2000 ---- ---- American Funds Investments: Bond Fund of America $ 1,235,300 $ 317,300 Cash Management Trust 3,664,600 2,437,600 Euro Pacific Growth Fund 984,600 1,079,600 Income Fund of America 1,137,900 1,088,400 Investment Company of America 2,975,500 2,738,600 New Perspective Fund 1,561,600 1,797,100 Washington Mutual Investors Fund 2,488,500 160,400 Growth Fund of America 1,761,900 783,500 Small Capital World Fund 232,100 248,200 Newcor, Inc. Common Stock Fund* 175,800 257,400 ----------- ----------- Total $16,217,800 $10,908,100 =========== ===========
* On February 25, 2002 (the "Petition Date"), Newcor and its subsidiaries (collectively, the "Debtors" or "Newcor"), filed voluntary petitions for relief (the "Filing") under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Debtors are currently operating their businesses as debtors-in-possession in accordance with provisions of the Bankruptcy Code. The Chapter 11 cases of the Debtors (collectively, the "Chapter 11 Cases") are being jointly administered under Case No. 02-10575 (MFW). As of May 2002, as a result of the Filing, the value of the Newcor Common Stock Fund, if any, will be substantially less than the carrying value at December 31, 2001. 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 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, 2001 and 2000
2001 2000 ---- ---- Newcor, Inc. Common Stock Fund* $ 175,800 $ 257,400
SUMMARY OF CHANGES IN ASSETS For the years ended December 31, 2001 and 2000
2001 2000 ---- ---- Employee/employer contributions $ 228,000 $ 409,200 Net depreciation in fair value of investment (184,100) (583,200) Participants distributions (48,300) (63,200) Transfers (77,200) (138,500) --------- --------- Total changes in assets $ (81,600) $(375,700) ========= =========
* On February 25, 2002 (the "Petition Date"), Newcor and its subsidiaries (collectively, the "Debtors" or "Newcor"), filed voluntary petitions for relief (the "Filing") under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Debtors are currently operating their businesses as debtors-in-possession in accordance with provisions of the Bankruptcy Code. The Chapter 11 cases of the Debtors (collectively, the "Chapter 11 Cases") are being jointly administered under Case No. 02-10575 (MFW). As of May 2002, as a result of the Filing, the value of the Newcor Common Stock Fund, if any, will be substantially less than the carrying value at December 31, 2001. 7 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 $329,500 and $8,590 at December 31, 2001 and 2000, 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 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT THE END OF THE YEAR) December 31, 2001 -------------
(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 96,581 Shares $ 1,263,182 $ 1,235,300 Cash Management Trust 3,673,002 Shares 3,673,002 3,664,600 Euro Pacific Growth Fund 36,643 Shares 1,085,130 984,600 Income Fund of America 71,931 Shares 1,172,088 1,137,900 Investment Company of America 104,296 Shares 2,987,772 2,975,600 New Perspective Fund 71,997 Shares 1,578,097 1,561,600 Washington Mutual Investors Fund 88,089 Shares 2,645,691 2,488,500 Growth Fund of America 74,309 Shares 1,988,791 1,761,800 Small Capital World Fund 10,125 Shares 341,948 232,100 ------------ ------------ Total American Funds 16,735,701 16,042,000 * Newcor, Inc. Common Stock Fund** 247,602 Shares 794,295 175,800 Participant Loans - 162,500 ------------ ------------ $ 17,529,996 $ 16,380,300 ============ ============
*Party in interest to the Plan ** On February 25, 2002 (the "Petition Date"), Newcor and its subsidiaries (collectively, the "Debtors" or "Newcor"), filed voluntary petitions for relief (the "Filing") under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Debtors are currently operating their businesses as debtors-in-possession in accordance with provisions of the Bankruptcy Code. The Chapter 11 cases of the Debtors (collectively, the "Chapter 11 Cases") are being jointly administered under Case No. 02-10575 (MFW). As of May 2002, as a result of the Filing, the value of the Newcor Common Stock Fund, if any, will be substantially less than the carrying value at December 31, 2001. 9 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 2001 ----------
(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. None 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. None
10 NEWCOR, INC. SAVINGS PLAN FOR EMPLOYEES SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 2001 ------------
(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 None 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. None
11 EXHIBIT INDEX EXHIBIT DESCRIPTION 23 Consent of Independent Accountants EX-23 3 k70430aexv23.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-12937) of Newcor, Inc. of our report dated June 21, 2002 relating to the financial statements of Newcor, Inc. Savings Plan for Employees at December 31, 2001 and 2000 and for the years then ended, which appears in this Form 11-K. PricewaterhouseCoopers LLP Detroit, Michigan June 24, 2002 12 -----END PRIVACY-ENHANCED MESSAGE-----