SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
IMCO RECYCLING, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
44968110
(CUSIP Number)
M. Randall Spencer
Baker & Daniels
111 E. Wayne Street
Suite 800
FORT WAYNE, INDIANA 46802
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 17, 1997
(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 (b)(3) or (4), check the
following box [ ]
Check the following box if a fee is being paid with the statement [
]. (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*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.
(Continued on following page(s))
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).
<PAGE>
CUSIP No. 44968110
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William Warshauer, I.R.S. Id. No. ###-##-####
Louise Warshauer, I.R.S. Id. No. ###-##-####
2. Check the appropriate box if a member of a group
Box A checked
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
Not required
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
William Warshauer - 579,959
Louise Warshauer - 579,959
8. Shared Voting Power
0
9. Sole Dispositive Power
William Warshauer - 579,959
Louise Warshauer - 579,959
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
909,918
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Not checked
13. Percent of Class Represented by Amount in Row (11)
5.5%
14. Type of Reporting Person
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to Common stock of IMCO Recycling Inc.
(listed on the New York Stock Exchange as "IMR," and herein referred to as
the "Issuer"). The Issuer's address is:
IMCO Recycling Inc.
5215 North O'Connor Blvd., Suite 940
Central Tower @ Williams Square
Dallas, Texas 75039
ITEM 2. IDENTITY AND BACKGROUND.
(a) William Warshauer, Louise Warshauer
(b) 80 Lane 530A - Lake James
Fremont, Indiana 46737
(c) Mr. Warshauer is the Chief Executive Officer of Alchem
Aluminum, Inc., 430 West Garfield, P.O. Box 139, Coldwater,
Michigan 49036. Mrs. Warshauer is unemployed outside the
home.
(d) Neither Mr. nor Mrs. Warshauer has been convicted in a
criminal proceeding.
(e) Neither Mr. nor Mrs. Warshauer has been subject to any such
civil proceedings as listed in this Item.
(f) Mr. and Mrs. Warshauer are both United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities were acquired through the sale of Alchem Aluminum,
Inc. to IMCO Recycling Inc. pursuant to an Agreement and Plan of Merger
among IMCO Recycling Inc., IMCO Recycling of Coldwater, Inc., Alchem
Aluminum, Inc. and the Shareholders of Alchem Aluminum, Inc. Mr. and Mrs.
Warshauer were principal shareholders of Alchem and received the subject
shares as a result of such sale.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction was to effectuate the sale of Alchem
Aluminum, Inc., to IMCO Recycling Inc. pursuant to an Agreement and Plan of
Merger among IMCO Recycling Inc., IMCO Recycling of Coldwater, Inc., Alchem
Aluminum, Inc. and the Shareholders of Alchem Aluminum, Inc.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Warshauer owns a total of 579,959 shares of IMCO Recycling
Inc. common stock which is 3.5149% of the total shares
outstanding (16,500,000) as of May 8, 1998. Of such shares,
125,000 are subject to the terms of a certain Escrow Agreement
between issuer and Mr. Warshauer.
Ms. Warshauer owns a total of 579,959 shares of IMCO Recycling
Inc. common stock which is 3.5149% of the total shares
outstanding (16,500,000) as of May 8, 1998. Of such shares,
125,000 are subject to the terms of a certain Escrow Agreement
between issuer and Mrs. Warshauer.
(b) Mr. Warshauer has sole power over 454,959 shares to direct the
vote and disposition of the subject shares owned by Mr.
Warshauer. In addition, Mr. Warshauer has the sole power to
vote the 125,000 shares still in escrow, as explained in Item
5(a) above. Mr. Warshauer does not have the power to direct
the disposition of such shares until and unless escrow is
broken.
Mrs. Warshauer has sole power over 454,959 shares to direct
the vote and disposition of the subject shares owned by Mrs.
Warshauer. In addition, Mrs. Warshauer has the sole power to
vote the 125,000 shares still in escrow, as explained in Item
5(a) above. Mrs. Warshauer does not have the power to direct
the disposition of such shares until and unless escrow is
broken.
(c) There have been no transactions described in this Section
since the date of acquisition of the subject shares by either
reporting person.
(d) No person other than the reporting persons is known to have
the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds of any sale of, the subject
securities.
(e) The reporting persons are still the owners of more than five
percent of the outstanding shares of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. and Mrs. Warshauer each owned an equal percentage of Alchem
Aluminum, Inc. and thus received an equal percentage of shares in IMCO
Recycling, Inc. pursuant to an Agreement and Plan of Merger among IMCO
Recycling Inc.. IMCO Recycling of Coldwater, Inc., Alchem Aluminum, Inc.
mid the Shareholders of Alchem Aluminum, Inc.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No exhibits.
SIGNATURE
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.
(Date) (Date)
(Signature) (Signature)
(Name/Title) (Name/Title)
