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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934
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NEWCOR, INC.
(Name of Subject Company)
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EXX INC
(Name of Filing Person--Offeror)
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
651186108
(CUSIP Number of Class of Securities)
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DAVID A. SEGAL
CHIEF EXECUTIVE OFFICER
EXX INC
1350 EAST FLAMINGO ROAD, SUITE 689
LAS VEGAS, NEVADA 89119-5263
TELEPHONE: (702) 598-3223
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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COPY TO:
THOMAS A. LITZ, ESQ.
THOMPSON COBURN LLP
ONE FIRSTAR PLAZA
ST. LOUIS, MISSOURI 63101
TELEPHONE: (314) 552-6000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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Not Applicable Not Applicable
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[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: None
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: None
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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PRESS RELEASE DATED APRIL 28, 2000
EXX INC OFFERS EXX CLASS A SHARES WORTH $4.00 PER SHARE FOR NEWCOR, INC.
LAS VEGAS, NEVADA, APRIL 28, 2000 - EXX Inc (Amex: EXX/A), a Nevada
corporation, announced today that it intends to commence an exchange offer
for all of the approximately 4,222,300 outstanding common shares, $1.00 par
value, and the associated preferred stock purchase rights, of Newcor, Inc.
(Amex: NER) not already owned by EXX Inc, to be exchanged for shares of EXX
Class A common stock, $0.01 par value, and/or cash, the aggregate amount of
such stock and/or cash equal to $4.00 per share of Newcor common stock. This
offer represents a premium of approximately 113% over Newcor's closing price
on April 27, 2000, which was $1.875 per share. EXX currently owns
approximately 14% of the outstanding shares of Newcor.
EXX anticipates the offer will commence as soon as practicable and is not
subject to any financing contingency. This offer is being announced after
several requests by EXX to negotiate a mutually acceptable transaction with
Newcor's Board of Directors, to which Newcor's board did not respond in a
meaningful way.
EXX believes that the offer delivers significant and immediate value to
Newcor stockholders. Additionally, EXX prefers to meet with representatives
of Newcor to pursue meaningful negotiations but, if not, EXX believes that
Newcor stockholders should be given the opportunity to consider and act upon
the offer.
This news release is for informational purposes only. It is not an offer to
buy, or the solicitation of an offer to sell, any shares of Newcor common
stock. The solicitation of offers to buy Newcor common stock will only be
made pursuant to a Prospectus and related materials that EXX Inc expects to
send to Newcor stockholders shortly. A registration statement relating to
these securities has been filed with the Securities and Exchange Commission
but has not yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This communication shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
This material also will be filed with the Securities and Exchange Commission
as part of a tender offer statement. Newcor stockholders will be able to
obtain such tender offer statement, including the Prospectus and related
materials, for free at the Commission's Web site at www.sec.gov. Such
documents also will be available at no charge from EXX Inc's information
agent, D.F. King & Co., Inc., at (212) 269-5550. Newcor stockholders are
urged to carefully read the complete terms and conditions of those materials
prior to making any decisions with respect to an actual offer.
EXX Inc is a Las Vegas, Nevada-based 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.
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Newcor, Inc. is a Delaware corporation with its principal executive offices
located in Bloomfield Hills, Michigan. The following description of Newcor's
business has been taken from, and is qualified in its entirety by reference
to, the Newcor 10-K and filings with the SEC: Newcor, Inc. is organized into
three operating segments which are operated through wholly owned
subsidiaries: Precision Machined Products, Rubber and Plastic and Special
Machines. The Precision Machined Products segment produces transmission,
powertrain and engine components and assemblies primarily for the automotive,
medium and heavy duty truck, and agricultural vehicle industries. The Rubber
and Plastic segment produces cosmetic and functional seals and boots and
functional engine compartment products primarily for the automotive industry.
The Special Machines segment designs and manufactures welding, assembly,
forming, heat treating and testing machinery and equipment for the
automotive, appliance and other industries. According to Newcor's Annual
Report on Form 10-K for the year ended December 31, 1999, Newcor reported
total sales of $258.5 million, a net loss of $11.6 million and a loss of
82.36 per share.
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This release may contain some forward-looking statements. We undertake no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
CONTACTS:
D. F. KING & CO., INC.
77 Water Street, 20th Floor
New York, New York 10005-4495
(212) 269-5550