<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
IMPCO Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45255W106
(CUSIP Number)
John M. Allen, Jr.
Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
(212) 909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 2, 1998
(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 Sections 240.13d-1(3), 240.13d-1(f) or 240.13d-1(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 Section 240.13d-7(b) 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.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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).
(Continued on the following pages)
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CUSIP No. 45255W106 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSON BERU Aktiengesellschaft
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON Not applicable
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
Germany
7 SOLE VOTING POWER
NUMBER OF
SHARES 767,978
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 767,978
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,978
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 45255W106 13D Page 3 of 5 Pages
CONTINUATION PAGES OF AMENDMENT NO. 3 TO
STATEMENT ON SCHEDULE 13D FILED BY
BERU Aktiengesellschaft
This Amendment No. 3 to the Schedule 13D, dated May 20, 1998, as
amended by Amendment No. 1 thereto, dated July 16, 1998, and Amendment No. 2
thereto, dated September 3, 1998 (as so amended, the "Schedule 13D"), previously
filed by BERU Aktiengesellschaft ("BERU"), relates to BERU's beneficial
ownership of the common stock of IMPCO Technologies, Inc., a Delaware
corporation (the "Issuer"). Items 3 and 5 are hereby supplemented and amended.
Item 3. Source and Amount of Funds or Other Consideration.
In a private transaction on September 24, 1998, BERU acquired 66,000
shares of Common Stock of the Issuer for total cash consideration of
$885,057.80.
In addition, on October 2, 1998 BERU acquired 65,000 shares of Common
Stock of the Issuer for total cash consideration of $881,291.64 from
Baden-Wuerttembergische Bank Aktiengesellschaft ("BW Bank"). BW Bank had
purchased the shares in the open market transactions listed below with the
understanding that they would be for BERU's account and would be transferred to
BERU in due course upon payment to BW Bank of a purchase price equal to the
price paid by BW Bank to acquire such shares and related carrying costs:
<TABLE>
<CAPTION>
Date of Purchase Number of Shares Price per Share
<S> <C> <C>
9/18/98 9,000 $13.0576
9/25/98 11,500 $13.4457
9/28/98 22,500 $13.50
9/30/98 5,000 $13.375
10/01/98 17,000 $13.50
</TABLE>
Also, see Item 5(c) below.
Funds to acquire all shares were provided by BERU's working capital.
Item 5. Interest in Securities of the Company.
(a) Reference is made to rows (11) and (13) of the cover page. The
calculation of BERU's ownership percentage is based on 7,188,686 shares of
Common Stock outstanding as of August 31, 1998, as reported by Issuer in its
Form 10-Q filed on September 14, 1998.
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CUSIP No. 45255W106 13D Page 4 of 5 Pages
(b) Reference is made to rows (7) through (10) of the cover page.
(c) BERU acquired shares of Common Stock of the Issuer in the following
private transactions:
<TABLE>
<CAPTION>
Date of Purchase Number of Shares Price per Share
<S> <C> <C>
09/24/98 66,000 $13.40
10/02/98 65,000 $13.42
</TABLE>
Also, see Item 3 above.
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CUSIP No. 45255W106 13D Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to the
undersigned is true, complete and correct.
Dated: October 5, 1998
BERU Aktiengesellschaft
By: /s/ Ulrich Ruetz
------------------------------
Name: Ulrich Ruetz
Title: Chairman and
Chief Executive Officer
