-----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, AJ+T1sY1JVgA7dJ89xj7Tbni3kpbX38kqJyZAAW+BFrOfnma8ZSLu4sPUJpWVKSL 3URRFGSqS12NQfGR6CdPcw== 0000950114-99-000105.txt : 19991101 0000950114-99-000105.hdr.sgml : 19991101 ACCESSION NUMBER: 0000950114-99-000105 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991029 SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-13329 FILM NUMBER: 99737616 BUSINESS ADDRESS: STREET 1: 1825 S WOODWARD AVE STREET 2: STE 240 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48302 BUSINESS PHONE: 8102532400 MAIL ADDRESS: STREET 1: 1825 S WOODWARD AVENUE STREET 2: SUITE 240 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EXX INC/NV/ CENTRAL INDEX KEY: 0000089261 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 880325271 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3900 PARADISE ROAD SUITE 109 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027378811 MAIL ADDRESS: STREET 1: 3900 PARADISE RD STREET 2: SUITE 109 CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: SFM CORP DATE OF NAME CHANGE: 19920703 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ---) NEWCOR, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON, $1.00 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 651186108 - ------------------------------------------------------------------------------- (CUSIP Number) EXX Inc. David A. Segal COPY TO: Thomas A. Litz, Esq. 1350 East Flamingo Road 1350 East Flamingo Road Thompson Coburn LLP Suite 689 Suite 689 One Mercantile Center Las Vegas, Nevada 89119 Las Vegas, Nevada 89119 St. Louis, Missouri 63101 (702) 598-3223 (702) 598-3223 (314) 552-6000
- ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 19, 1999 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are being sent. [FN] The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 ------------------------- Page 2 of 9 Pages ------------------------- SCHEDULE 13D - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EXX INC. - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 596,300 REPORTING ------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 596,300 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 596,300 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.12% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------------- [FN] SEE INSTRUCTIONS BEFORE FILLING OUT! 3 ------------------------- Page 3 of 9 Pages ------------------------- SCHEDULE 13D - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David A. Segal - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 24,000 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 596,300 REPORTING ------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 24,000 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 596,300 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 620,300 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ----------------------------------------------------------------------------- [FN] SEE INSTRUCTIONS BEFORE FILLING OUT! 4 ------------------------- Page 4 of 9 Pages ------------------------- ITEM 1. SECURITY AND ISSUER: This Schedule 13D relates to the common stock, $1.00 par value (the "Newcor Common Stock"), of Newcor, Inc., a Delaware corporation ("Newcor"). The address of the principal executive offices of Newcor is 1825 S. Woodward Avenue, Suite 240, Bloomfield Hills, Michigan 48302-0574. ITEM 2. IDENTITY AND BACKGROUND: This Schedule 13D is being filed by EXX Inc., a Nevada corporation ("EXX"), and David A. Segal, Chief Executive Officer and majority shareholder of EXX. As majority shareholder of EXX, Mr. Segal may be deemed to be the indirect beneficial holder of the shares of Newcor reported herein. EXX Inc. - -------- (a) Name: EXX INC. (b) Business address: 1350 East Flamingo Road, Suite 689, Las Vegas, Nevada 89119. (c) Principal Business: EXX Inc. is a holding company engaged in the design production and sale of consumer goods in the form of "impulse toys," watches and kites; and electric motors and cable pressurization equipment for the telecommunications industry. (d) EXX and its officers and directors have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) EXX and its officers and directors have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person has been or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws. (f) State of Incorporation: Nevada David A. Segal - -------------- (a) Name: David A. Segal (b) Business address: 1350 East Flamingo Road, Suite 689, Las Vegas, Nevada 89119. (c) Present principal occupation and name, principal business and address of any corporation or partnership in which such employment is conducted: Chairman of the Board and Chief Executive Officer of EXX, the principal business of which is to 5 ------------------------- Page 5 of 9 Pages ------------------------- act as a holding company engaged in the design production and sale of consumer goods in the form of "impulse toys," watches and kites; and electric motors and cable pressurization equipment for the telecommunications industry. The address of the principal executive offices of EXX is 1350 East Flamingo Road, Suite 689, Las Vegas, Nevada 89119. (d) Mr. Segal has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Segal has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person has been or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws. (f) Citizenship: United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: EXX Inc. purchased 596,300 shares of Newcor Common Stock using cash on hand. David A. Segal obtained 24,000 of the shares of Newcor Common Stock with personal funds. ITEM 4. PURPOSE OF TRANSACTION: As part of its overall business strategy, EXX has historically identified and acquired or invested in underperforming or distressed businesses with a view to utilizing its turnaround strategies and expertise to improve operations and financial performance of the business, resulting in an increase in value. Consistent with such strategy, EXX has purchased and held the shares of Newcor Common Stock reported hereby. EXX currently intends to utilize the Newcor Common Stock reported by it to participate in a turnaround of Newcor's recent financial performance, possibly by consulting with management regarding appropriate turnaround strategies or by seeking to obtain control of Newcor. EXX does not have any definitive plan at this time with respect to the manner in which it intends to participate in a turnaround in Newcor's financial performance. However, in seeking to optimize its investment in Newcor, EXX's strategy may, depending on market conditions and other factors, include seeking to obtain control of Newcor by commencing a tender offer for additional shares of Newcor Common Stock, soliciting proxies for the election of a slate of designees of EXX to the Board of Directors of Newcor, or other transaction or series of transactions which would result in the acquisition by EXX of control of Newcor. Mr. Segal purchased the shares of Newcor Common Stock reported hereby as a part of his personal investment portfolio. Mr. Segal intends to coordinate his future investment decisions with those of EXX. In addition, subject to availability at prices deemed favorable, EXX and Mr. Segal may acquire additional shares of Newcor Common Stock from time to time in the open market, in privately negotiated transactions or otherwise. EXX and Mr. Segal also may dispose of shares of Newcor Common Stock from time to time in the open market, in privately negotiated transactions or otherwise. 6 ------------------------- Page 6 of 9 Pages ------------------------- Except as set forth herein, EXX and Mr. Segal have no oral or written agreements, understandings or arrangements for the purpose of acquiring, holding, voting or disposing of any securities of Newcor or otherwise with respect to Newcor. Although the foregoing represents the range of activities presently contemplated by EXX and Mr. Segal with respect to Newcor and the Newcor Common Stock, it should be noted that the possible activities of EXX and Mr. Segal are subject to change at any time. Except as set forth above or elsewhere in this Schedule 13D, EXX and Mr. Segal have no present plans or intentions that relate to or that would result in any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER: (a) EXX may be deemed to be the beneficial owner of 596,300 shares of Newcor Common Stock, representing 12.12% of the 4,920,834 shares of Newcor Common Stock issued and outstanding as of August 10, 1999. As the controlling shareholder of EXX, Mr. Segal may be deemed to share indirect beneficial ownership of the shares reported by EXX. Mr. Segal disclaims all such beneficial ownership to such shares owned by EXX. Mr. Segal owns 24,000 shares of Newcor Common Stock in his own name. Mr. Segal acknowledges beneficial ownership of these 24,000 shares. (b) EXX and Mr. Segal may be deemed to have shared voting and dispositive power with respect to 596,300 shares of Newcor Common Stock, representing 12.12% of the 4,920,834 shares of Newcor Common Stock issued and outstanding as of August 10, 1999. Mr. Segal has sole voting and disposition power with respect to 24,000 shares of Newcor Common Stock, representing 0.49% of the 4,920,834 shares of Newcor Common Stock issued and outstanding as of August 10, 1999. (c) Between October 18, 1999 and October 27, 1999, EXX made a total of sixteen acquisitions of Newcor Common Stock: (1) On October 18, 1999, EXX purchased 50,000 shares at $1.500 per share. The transaction was effected by Merrill Lynch on the open market. (2) On October 19, 1999, EXX purchased 3,000 shares at $1.375 per share. The transaction was effected by Merrill Lynch on the open market. (3) On October 19, 1999, EXX purchased 97,000 shares at $1.375 per share. The transaction was effected by Merrill Lynch on the open market. (4) On October 19, 1999, EXX purchased 150,000 shares at $1.437 per share. The transaction was effected by Merrill Lynch on the open market. 7 ------------------------- Page 7 of 9 Pages ------------------------- (5) On October 20, 1999, EXX purchased 272,000 shares at $1.437 per share. The transaction was effected by Merrill Lynch on the open market. (6) On October 21, 1999, EXX purchased 800 shares at $2.000 per share. The transaction was effected by Merrill Lynch on the open market. (7) On October 21, 1999, EXX purchased 1,000 shares at $1.875 per share. The transaction was effected by Merrill Lynch on the open market. (8) On October 21, 1999, EXX purchased 1,500 shares at $2.000 per share. The transaction was effected by Merrill Lynch on the open market. (9) On October 21, 1999, EXX purchased 1,500 shares at $2.000 per share. The transaction was effected by Merrill Lynch on the open market. (10) On October 21, 1999, EXX purchased 1,500 shares at $1.875 per share. The transaction was effected by Merrill Lynch on the open market. (11) On October 21, 1999, EXX purchased 1,700 shares at $2.000 per share. The transaction was effected by Merrill Lynch on the open market. (12) On October 21, 1999, EXX purchased 2,000 shares at $2.000 per share. The transaction was effected by Merrill Lynch on the open market. (13) On October 22, 1999, EXX purchased 1,700 shares at $2.125 per share. The transaction was effected by Merrill Lynch on the open market. (14) On October 25, 1999, EXX purchased 6,000 shares at $2.125 per share. The transaction was effected by Merrill Lynch on the open market. (15) On October 25, 1999, EXX purchased 1,600 shares at $2.00 per share. The transaction was effected by Merrill Lynch on the open market. (16) On October 27, 1999, EXX purchased 5,000 shares at $2.125 per share. The transaction was effected by Merrill Lynch on the open market. 8 ------------------------- Page 8 of 9 Pages ------------------------- Between October 13, 1999 and October 18, 1999, David A. Segal made a total of eight acquisitions of Newcor Common Stock: (1) On October 13, 1999, David A. Segal (IRA Account) purchased 1,500 shares at $1.625 per share. The transaction was effected by Merrill Lynch on the open market. (2) On October 13, 1999, David A. Segal (IRA Account) purchased 1,500 shares at $1.625 per share. The transaction was effected by Merrill Lynch on the open market. (3) On October 14, 1999, David A. Segal (IRA Account) purchased 3,000 shares at $1.750 per share. The transaction was effected by Merrill Lynch on the open market. (4) On October 14, 1999, David A. Segal (IRA Account) purchased 3,000 shares at $1.750 per share. The transaction was effected by Merrill Lynch on the open market. (5) On October 14, 1999, David A. Segal (IRA Account) purchased 5,000 shares at $1.750 per share. The transaction was effected by Merrill Lynch on the open market. (6) On October 14, 1999, David A. Segal (Personal Account) purchased 5,000 shares at $1.750 per share. The transaction was effected by Merrill Lynch on the open market. (7) On October 18, 1999, David A. Segal (Personal Account) purchased 2,000 shares at $1.625 per share. The transaction was effected by Merrill Lynch on the open market. (8) On October 18, 1999, David A. Segal (Personal Account) purchased 3,000 shares at $1.500 per share. The transaction was effected by Merrill Lynch on the open market. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: None 9 ------------------------- Page 9 of 9 Pages ------------------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS: None. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated October 29, 1999 EXX Inc. By: /s/ David A. Segal ---------------------------------- David A. Segal, Chairman After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated October 29, 1999 /s/ David A. Segal ------------------------------------- David A. Segal [FN] - ---------------------------------- Computational note: Based upon 4,920,834 shares of Newcor Common Stock outstanding as of August 10, 1999. -----END PRIVACY-ENHANCED MESSAGE-----