<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act of
1934
(Fee required)
For the fiscal year ended March 31, 1998
or
[ ] Transition report pursuant to Section 15 (d) of the Securities Exchange Act
of 1934 (No fee required)
For the transition period from __________ to __________.
Commission File No. 0-16115
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
IMPCO Investment and Tax Savings Plan
c/o Impco Technologies, Inc.
(formerly Airsensors, Inc.)
16804 Gridley Place
Cerritos, CA 90703
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Impco Technologies, Inc.
(formerly Airsensors, Inc.)
16804 Gridley Place
Cerritos, CA 90703
Page 1
<PAGE>
Financial Statement Filed as Part of This Report:
PAGE
Report of Independent Auditors...............................................4
Statements of Net Assets Available for Benefits..............................5
Statements of Changes in Net Assets Available for Benefits...................7
Notes to Financial Statements...............................................10
Supplemental Schedules:
Schedule of Assets Held for Investment.............................19
Schedule of Reportable Transactions................................20
SIGNATURES
The PLAN. Pursuant to the requirement of the Securities Exchange Act of
1934, the Administrative Committee of the IMPCO Investment and Tax Savings Plan
has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
September 30, 1998
IMPCO INVESTMENT AND TAX
SAVINGS PLAN
By /s/ DON DOMINIC
-----------------------------------
Plan Administrator
Page 2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE
<S> <C> <C>
23.1 Consent of Ernst & Young LLP 22
</TABLE>
Page 3
<PAGE>
Report of Independent Auditors
IMPCO Technologies, Inc. as
Plan Administrator of
The IMPCO Investment and Tax Savings Plan
We have audited the accompanying statements of net assets available for
benefits of the IMPCO Investment and Tax Savings Plan (the Plan) as of March
31, 1998 and 1997, and the related statements of changes in net assets
available for benefits for each of the three years in the period ended March
31, 1998. 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 in accordance with generally accepted auditing
standards. Those standards 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.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
March 31, 1998 and 1997, and the changes in its net assets available for
benefits for each of the three years in the period ended March 31, 1998, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of March 31, 1998, and of
reportable transactions for the year then ended, are presented for purposes
of complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the basic financial statements. The Fund
Information in the statements of net assets available for benefits and the
statements of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets
available for benefits and changes in net assets available for benefits of
each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in our audits of the 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/ Ernst & Young LLP
Long Beach, California
August 28, 1998
Page 4
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
March 31, 1998
<TABLE>
<CAPTION>
Prudential Prudential Prudential
Government Small Allocation Prudential Prudential
Money Market Prudential Prudential Company Strategy Balance Government
Series Utility Fund Equity Fund Fund Portfolio Fund Income Fund
------------ ------------ ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Interest based accounts $369,998 $ - $ - $ - $ - $ - $ -
Pooled investments - 976,585 1,157,021 830,727 - 489,303 103,897
Loans receivable from
employees - - - - - -
--------- -------- ---------- -------- ---- -------- --------
Total investments 369,998 976,585 1,157,021 830,727 - 489,303 103,897
Contributions receivable from
participants and employer - - - - - -
--------- -------- ---------- -------- ---- -------- --------
Net assets available for
plan benefits $369,998 $976,585 $1,157,021 $830,727 $ - 489,303 $103,897
--------- -------- ---------- -------- ---- -------- --------
--------- -------- ---------- -------- ---- -------- --------
<CAPTION>
Fidelity Fidelity
Prudential Prudential Advisor Advisor
Special Government Impco Growth Equity
Money Money Market Technologies, Inc. Opportunities Income
Market Private Shares Stock Fund Fund Loan Fund Total
---------- -------------- ------------------ ------------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Interest based accounts $ - $ - $ - $ - $ - $ - $ 369,998
Pooled investments 135,431 12,179 80,788 249,205 121,565 - 4,156,701
Loans receivable from
employees - - - - - 252,762 252,762
--------- ------- -------- -------- -------- -------- ----------
Total investments 135,431 12,179 80,788 249,205 121,565 252,762 4,779,461
Contributions receivable from
participants and employer - - - - - - -
--------- ------- -------- -------- -------- -------- ----------
Net assets available for
plan benefits $135,431 $12,179 $80,788 $249,205 $121,565 $252,762 $4,779,461
--------- ------- -------- -------- -------- -------- ----------
--------- ------- -------- -------- -------- -------- ----------
</TABLE>
See accompanying notes
Page 5
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
March 31, 1997
<TABLE>
<CAPTION>
Prudential Prudential Prudential Prudential
Government Small Allocation Prudential Special
Money Market Prudential Prudential Company Strategy Government Money
Series Utility Fund Equity Fund Fund Portfolio Income Fund Market
------------ ------------ ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Interest based accounts $305,998 $ - $ - $ - $ - $ - $ -
Pooled investments - 659,243 767,069 557,256 328,481 158,123 140,501
Loans receivable from
employees - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Total investments 305,998 659,243 767,069 557,256 328,481 158,123 140,501
Contributions receivable from
participants and employer - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Net assets available for
plan benefits $305,998 $659,243 $767,069 $557,256 $328,481 $158,123 $140,501
-------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- --------
<CAPTION>
Fidelity Fidelity
Prudential Advisor Advisor
Government Impco Growth Equity
Money Market Technologies, Inc. Opportunities Income
Private Shares Stock Fund Fund Loan Fund Total
-------------- ------------------ ------------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Interest based accounts $ - $ - $ - $ - $ - $ 305,998
Pooled investments 5,239 45,052 135,061 44,196 - 2,840,221
Loans receivable from employees - - - - 251,338 251,338
------ ------- -------- ------- -------- ----------
Total investments 5,239 45,052 135,061 44,196 251,338 3,397,557
Contributions receivable from
participants and employer - - - - - -
------ ------- -------- ------- -------- ----------
Net assets available for
plan benefits $5,239 $45,052 $135,061 $44,196 $251,338 $3,397,557
------ ------- -------- ------- -------- ----------
------ ------- -------- ------- -------- ----------
</TABLE>
See accompanying notes
Page 6
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Changes in Net Assets Available
for Plan Benefits with Fund Information
Year ended March 31, 1998
<TABLE>
<CAPTION>
Prudential Prudential Prudential
Government Small Allocation Prudential Prudential
Money Market Prudential Prudential Company Strategy Balance Government
Series Utility Fund Equity Fund Fund Portfolio Fund Income Fund
------------ ------------ ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Net realized/unrealized
appreciation
(depreciation) in fair
value of investments $ (1,365) 177,057 221,529 167,277 7,212 (31,375) 4,684
Investment income 15,530 95,831 68,107 75,145 49,015 63,179 6,150
Contributions:
Participants 68,891 54,271 157,297 126,595 68,148 25,585 10,347
Employer 22,054 11,610 22,468 14,423 2,195 5,278 1,350
Loan repayments 22,767 24,319 22,186 31,831 4,057 11,895 3,012
-------- -------- -------- -------- -------- ------- ---------
Total additions 127,877 363,088 491,587 415,271 130,627 74,562 25,543
Deductions from net assets
attributed to:
Benefits paid to
participants (54,403) (20,189) (78,874) (97,333) (12,217) (21,206) (78,906)
Loans to participants (9,474) (25,557) (22,761) (45,122) (3,136) (7,807) (863)
-------- -------- -------- -------- -------- ------- ---------
Total deductions (63,877) (45,746) (101,635) (142,455) (15,353) (29,013) (79,769)
-------- -------- -------- -------- -------- ------- ---------
Net increase (decrease)
prior to interfund transfers 64,000 317,342 389,952 272,816 115,274 45,549 (54,226)
Interfund transfers, net - - - 655 (443,755) 443,754
-------- -------- -------- -------- -------- ------- ---------
Net increase (decrease) 64,000 317,342 389,952 273,471 (328,481) 489,303 (54,226)
Net assets available for
benefits at beginning
of year 305,998 659,243 767,069 557,256 328,481 - 158,123
-------- -------- -------- -------- -------- ------- ---------
Net assets available for
benefits at end of year $369,998 $976,585 $1,157,021 $830,727 $ - $489,303 $103,897
-------- -------- -------- -------- -------- ------- ---------
-------- -------- -------- -------- -------- ------- ---------
<CAPTION>
Fidelity Fidelity
Prudential Prudential Advisor Advisor
Special Government Impco Growth Equity
Money Money Market Technologies, Inc. Opportunities Income
Market Private Shares Stock Fund Fund Loan Fund Total
---------- -------------- ------------------ ------------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Net realized/unrealized
appreciation
(depreciation) in fair
value of investments (30) (28) 21,836 47,214 18,688 $632,699
Investment income 6,740 369 14,024 6,299 21,890 422,278
Contributions:
Participants - 16,805 67,354 48,086 643,379
Employer - 10,933 8,743 7,250 106,304
Loan repayments 4,126 5,553 1,849 117,496 249,091
---------- -------------- ------------------ ------------- -------- --------- ---------
Total additions 6,710 341 53,700 142,888 82,172 139,386 2,053,751
Deductions from net assets
attributed to:
Benefits paid to participants (11,780) (1,927) (3,573) (32,475) (3,506) (6,366) (422,755)
Loans to participants (126) (1,354) (1,297) (131,596) (249,092)
---------- -------------- ------------------ ------------- -------- --------- ---------
Total deductions (11,780) (2,053) (3,573) (33,829) (4,803) (137,962) (671,847)
---------- -------------- ------------------ ------------- -------- --------- ---------
Net increase (decrease) prior
to interfund transfers (5,070) (1,712) 50,127 109,059 77,369 1,424 1,381,904
Interfund transfers, net - 8,652 (14,391) 5,085 - - -
---------- -------------- ------------------ ------------- -------- --------- ---------
Net increase (decrease) (5,070) 6,940 35,736 114,144 77,369 1,424 1,381,904
Net assets available for
benefits at beginning
of year 140,501 5,239 45,052 135,061 44,196 251,338 3,397,557
---------- -------------- ------------------ ------------- -------- --------- ---------
Net assets available for
benefits at end of year $135,431 $12,179 $80,788 $249,205 $121,565 $252,762 $4,779,461
---------- -------------- ------------------ ------------- -------- --------- ---------
---------- -------------- ------------------ ------------- -------- --------- ---------
</TABLE>
See accompanying notes
Page 7
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information
Year ended March 31, 1997
<TABLE>
<CAPTION>
Prudential Prudential Prudential
Government Small Allocation Prudential
Money Market Prudential Prudential Company Strategy Government
Series Utility Fund Equity Fund Fund Portfolio Income Fund
------------ ------------ ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net realized/unrealized
appreciation (depreciation)
in fair value of investments $ (2,120) $ 32,773 $ 8,723 $ 6,113 $ (20,515) $ (5,471)
Investment income 12,855 69,146 83,817 85,296 37,342 9,602
Loan interest income 3,754 4,540 3,324 3,955 3,650 803
Contributions:
Participants 55,959 70,587 102,676 86,040 41,321 10,843
Employer 21,095 13,245 22,695 18,120 8,715 1,874
Loan repayments 19,314 26,099 17,491 22,870 20,004 4,281
------------ ------------ ----------- ---------- ---------- ----------
Total additions 110,857 216,390 238,726 222,394 90,517 21,932
Deductions from net assets attributed to:
Benefits paid to participants (55,033) (81,824) (115,904) (75,697) (54,747) (3,097)
Loans to participants (22,911) (23,101) (24,189) (22,344) (15,258) (1,251)
------------ ------------ ----------- ---------- ---------- ----------
Total deductions (77,944) (104,925) (140,093) (98,041) (70,006) (4,348)
------------ ------------ ----------- ---------- ---------- ----------
Net increase (decrease) prior to interfund
transfers 32,913 111,465 98,634 124,353 20,511 17,584
Interfund transfers, net - - - - - -
------------ ------------ ----------- ---------- ---------- ----------
Net increase (decrease) 32,913 111,465 98,634 124,353 20,511 17,584
Net assets available for benefits
at beginning of year 273,085 547,778 668,436 432,903 307,970 140,539
------------ ------------ ----------- ---------- ---------- ----------
Net assets available for benefits
at end of year $ 305,998 $ 659,243 $767,069 $ 557,256 $ 328,481 $ 158,123
------------ ------------ ----------- ---------- ---------- ----------
------------ ------------ ----------- ---------- ---------- ----------
<CAPTION>
Fidelity Fidelity
Prudential Prudential Impco Advisor Advisor
Special Government Technologies, Growth Equity
Money Money Market Inc. Opportunities Income
Market Private Shares Stock Fund Fund Loan Fund Total
---------- -------------- -------------- ------------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Net realized/unrealized
appreciation (depreciation)
in fair value of investments $ (60) $ (33) $ (2,303) $ 7,009 $ 897 $ - $ 25,013
Investment income 6,540 291 - 5,527 1,285 - 311,701
Loan interest income - - 652 413 143 - 21,234
Contributions:
Participants - - 14,171 109,321 36,475 - 527,393
Employer - - 7,914 6,024 5,525 - 105,207
Loan repayments - - 2,924 2,057 763 (115,803) (0)
---------- ----------- -------------- ------------- ---------- ---------- ---------
Total additions 6,480 258 23,358 130,351 45,088 (115,803) 990,548
Deductions from net assets
attributed to:
Benefits paid to participants (512) (1,289) (148) (4,461) (13,183) (13,687) (419,583)
Loans to participant - (230) - (26,109) (85) 135,478 -
---------- ----------- -------------- ------------- ---------- ---------- ---------
Total deductions (512) (1,519) (148) (30,570) (13,268) 121,792 419,583)
---------- ----------- -------------- ------------- ---------- ---------- ---------
Net increase (decrease) prior
to interfund transfers 5,968 (1,261) 23,210 99,781 31,820 5,988 70,965
Interfund transfers, net - - - - - - -
---------- ----------- -------------- ------------- ---------- ---------- ---------
Net increase (decrease) 5,968 (1,261) 23,210 99,781 31,820 5,988 570,965
Net assets available for benefits
at beginning of year 134,533 6,500 21,842 35,280 12,376 245,350 2,826,592
---------- ----------- -------------- ------------- ---------- ---------- ---------
Net assets available for benefits
at end of year $ 140,501 $ 5,239 $ 45,052 $ 135,061 $ 44,196 $ 251,338 $3,397,557
---------- ----------- -------------- ------------- ---------- ---------- ----------
---------- ----------- -------------- ------------- ---------- ---------- ----------
</TABLE>
Page 8
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information
Year ended March 31, 1996
<TABLE>
<CAPTION>
Prudential Prudential Prudential
Government Small Allocation Prudential
Money Market Prudential Prudential Company Strategy Government
Series Utility Fund Equity Fund Fund Portfolio Income Fund
------------- ------------ ----------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net realized/unrealized appreciation
(depreciation) in fair value of investments $ (562) $ 68,057 $ 85,629 $ 44,543 $ 17,563 $ 4,091
Investment income 14,239 25,304 28,287 18,867 22,842 8,308
Loan interest income 3,237 4,728 3,382 2,887 2,770 878
Contributions:
Participants 68,895 74,656 106,024 89,176 32,652 10,460
Employer 19,961 14,030 19,653 17,964 8,410 1,675
Loan repayments 15,394 24,291 16,783 15,555 12,990 4,131
------------- ------------ ----------- -------- ----------- -----------
Total additions 121,164 211,066 259,758 188,992 97,227 29,543
Deductions from net assets attributed to:
Benefits paid to participants (70,538) (25,928) (24,573) (13,323) (2,106) (405)
Loans to participants (16,750) (45,269) (26,911) (37,410) (21,351) (12,007)
------------- ------------ ----------- -------- ----------- -----------
Total deductions (87,288) (71,197) (51,484) (50,733) (23,457) (12,412)
------------- ------------ ----------- -------- ----------- -----------
Net increase (decrease) prior to interfund
transfers 33,876 139,869 208,274 138,259 73,770 17,131
Interfund transfers, net (50,349) 4,028 72,855 16,665 14,813 -
------------- ------------ ----------- -------- ----------- -----------
Net increase (decrease) (16,473) 143,897 281,129 154,924 88,583 17,131
Net assets available for benefits
at beginning of year 289,558 403,881 387,307 277,979 219,387 123,408
------------- ------------ ----------- -------- ----------- -----------
Net assets available for benefits
at end of year $ 273,085 $ 547,778 $ 668,436 $ 432,903 $ 307,970 $ 140,539
------------- ------------ ----------- -------- ----------- -----------
------------- ------------ ----------- -------- ----------- -----------
<CAPTION>
Fidelity Fidelity
Prudential Prudential Advisor Advisor
Special Government Impco Growth Equity
Money Money Market Technologies, Opportunities Income
Market Private Shares Inc.Stock Fund Fund Loan Fund Total
---------- -------------- ------------- -------------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net realized/unrealized appreciation
(depreciation) in fair value of
investments $ (225) $ (65) $ (4,891) $ 841 $ (23) $ - $ 214,958
Investment income 10,465 475 - 486 57 - 129,330
Loan interest income - - 104 6 6 - 17,998
Contributions:
Participants - - 18,206 13,742 4,036 - 417,847
Employer - - 5,704 1,892 702 - 89,991
Loan repayments - - 616 29 30 (89,819) -
---------- -------------- ------------- -------------- -------- ---------- --------
Total additions 10,240 410 19,739 16,996 4,808 (89,819) 870,124
Deductions from net assets attributed to:
Benefits paid to participants (3,933) (160) (7) - - (4,940) (145,913)
Loans to participants (3,080) (4,222) - - - 167,000 -
---------- -------------- ------------- -------------- -------- ---------- --------
Total deductions (7,013) (4,382) (7) - - 162,060 (145,913)
---------- -------------- ------------- -------------- -------- ---------- --------
Net increase (decrease) prior to interfund
transfers 3,227 (3,972) 19,732 16,996 4,808 72,241 724,211
Interfund transfers, net (86,188) 2,324 - 18,284 7,568 - -
---------- -------------- ------------- -------------- -------- ---------- --------
Net increase (decrease) (82,961) (1,648) 19,732 35,280 12,376 72,241 724,211
Net assets available for benefits
at beginning of year 217,494 8,148 2,110 - - 173,109 2,102,381
---------- -------------- ------------- -------------- -------- ---------- ---------
Net assets available for benefits
at end of year $134,533 $ 6,500 $ 21,842 $ 35,280 $ 12,376 $245,350 $2,826,592
---------- -------------- ------------- -------------- -------- ---------- ---------
---------- -------------- ------------- -------------- -------- ---------- ---------
</TABLE>
Page 9
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1998
1. DESCRIPTION OF THE PLAN
GENERAL
The IMPCO Investment and Tax Savings Plan (the Plan) is a defined
contribution plan which is qualified under Internal Revenue Service Code
Section 401(a). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan was adopted July 1,
1984, and amended in 1993 and 1988.
All employees of the Company employed on or before July 1, 1984, are eligible
to participate in the Plan. All other employees who are at least age
twenty-one or older are eligible to participate in the Plan on the first day
of any calendar month following one year of service with the Company.
The Board of Directors of the Company has appointed certain of its officers
and employees to act as an Administrative Committee. The Administrative
Committee is responsible for management and control of the operation and the
administration of the Plan. Prudential Mutual Fund Services, Inc. (PMFS) has
been engaged to perform certain administrative services (i.e., day-to-day
recordkeeping of the Plan) and provide assistance to the Administrative
Committee. The Prudential Bank and Trust Company (PBTC) is the trustee for
the Plan.
The Plan has an agreement with PBTC, whereby PBTC will maintain the
contributions deposited, as designated by the participants, in any one of
twelve separate funds which are described below. PMFS performs the
recordkeeping for each participant's account.
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
Page 10
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1998
1. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS
Employees of the Company who elect to participate in the Plan may contribute
into the Plan not less than 1% nor more than 15% of compensation, as defined
in the Plan, each payroll period, up to a maximum of $10,000 for calendar
year 1998 ($9,500 in 1997 and 1996). The Company's matching contributions are
discretionary and will match elective salary deferrals up to 1.8% of
compensation.
"Rollover" contributions from other qualified plans are accepted by the Plan.
The Company does not match contributions of this type.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions
and allocations of (a) the Company's contributions and (b) Plan earnings.
Participant contributions and Company contributions are allocated into the
separate funds based on election by the participants while Plan earnings are
allocated based on the specific earnings of the separate fund. Forfeited
balances of terminated participants' nonvested accounts are used to reduce
future company contributions. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's account.
Participants may change the current allocation among their accounts at any
time through notification to PMFS. Upon reallocation, PMFS then notifies the
Company of any designated changes made to a participant's account.
Participants may also change the allocation of future participant and Company
contributions.
Page 11
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1998
1. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING
Participants have a 100% nonforfeitable right to their "salary deferral account"
and "rollover account" (i.e., participant contributions plus actual earnings
thereon) upon withdrawal from the Plan. The Plan uses a graduated vesting
schedule for employer contributions and related earnings as follows:
<TABLE>
<CAPTION>
Vested
Years of Service Percentage
- ---------------- ----------
<S> <C>
Less than 2 years 0%
2 years but less than 3 years 25%
3 years but less than 4 years 50%
4 years but less than 5 years 75%
5 years or more 100%
</TABLE>
The participant also becomes 100% vested when he or she reaches retirement
age, becomes disabled while employed by the Company, or upon death while
employed by the Company.
INVESTMENT OPTIONS
At March 31, 1998, the Plan has twelve types of funds to which contributions
are invested. Each fund has a unique investment strategy with various
expected rates of returns. A brief description of each investment fund
follows:
PRUDENTIAL GOVERNMENT MONEY MARKET SERIES is a mutual fund account
maintained by Prudential Mutual Fund Management, Inc. The assets of this
account are invested principally in a diversified portfolio of short-term
money-market instruments issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
PRUDENTIAL UTILITY FUND is a mutual fund account maintained by Prudential
Mutual Fund Management, Inc. The assets of this account are invested
primarily in equity and debt securities of utility companies.
Page 12
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1998
1. DESCRIPTION OF THE PLAN (CONTINUED)
PRUDENTIAL EQUITY FUND is a mutual fund account maintained by
Prudential Mutual Fund Management, Inc. The assets of this account
are invested primarily in the common stock of major, established
corporations as well as in preferred stocks and bonds.
PRUDENTIAL SMALL COMPANY FUND is a mutual fund account maintained by
Prudential Mutual Fund Management, Inc. The assets of this account
are invested in a selected portfolio of common stocks which are
generally stocks of companies with market capitalizations less than
$750,000,000.
PRUDENTIAL ALLOCATION STRATEGY PORTFOLIO is a mutual fund account
maintained by Prudential Mutual Fund Management, Inc. The assets of
this account are invested in portfolios consisting of money market
instruments, debt obligations and equity securities.
PRUDENTIAL BALANCE FUND is a mutual fund account maintained by
Prudential Investments Fund Management, Inc. The assets of this
account are invested in stocks, bonds, and convertible securities.
PRUDENTIAL GOVERNMENT INCOME FUND is a mutual fund account maintained
by Prudential Mutual Fund Management, Inc. The assets of this account
are invested primarily in U.S. Government securities, including U.S.
Treasury bills, notes, bonds, and other debt securities issued by the
U.S. Treasury, and obligations issued by or guaranteed by U.S.
Government agencies or instrumentalities. This fund may also write
covered call options and covered put options and purchase put and
call options.
PRUDENTIAL SPECIAL MONEY MARKET is a mutual fund account maintained by
Prudential Mutual Fund Management, Inc. The assets of this account are
invested principally in a diversified portfolio of short-term
money-market instruments issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.
Page 13
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1998
1. DESCRIPTION OF THE PLAN (CONTINUED)
PRUDENTIAL GOVERNMENT MONEY MARKET PRIVATE SHARES is a mutual fund
account maintained by Prudential Mutual Fund Management, Inc. The
assets of this account are invested principally in a diversified
portfolio of short-term money-market instruments issued or guaranteed
by the U.S. Government, its agencies or instrumentalities.
IMPCO TECHNOLOGIES, INC. STOCK is a special stock account maintained
by Prudential Mutual Fund Management, Inc. The assets of this account
are invested directly in the publicly-traded stock of Impco
Technologies, Inc. (formerly AirSensors, Inc.).
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND is a mutual fund
maintained by Prudential Mutual Fund Management. The assets of this
account are invested primarily in the common stocks of major,
established corporations as well as in debt obligations and equity
securities.
FIDELITY ADVISOR EQUITY INCOME FUND is a mutual fund account
maintained by Prudential Mutual Fund Management. The assets of this
account are invested in portfolios consisting of stocks, bonds,
convertible securities and short-term investments.
The loan fund is used to account for the amount participants have borrowed from
the Plan.
PARTICIPANT LOANS
Participants may borrow up to 50% of their vested interest from their fund
accounts subject to Plan restrictions. Participants may borrow a minimum of
$1,000, up to a maximum of $50,000. The loans are secured by the participants'
accounts and bear interest at a rate of 8.50% to 8.95%. The term of participant
loans may not exceed five years except under certain conditions as defined in
the Plan. Principal and interest are paid ratably through monthly payroll
deductions.
Page 14
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1998
1. DESCRIPTION OF THE PLAN (CONTINUED)
PAYMENT OF BENEFITS
Upon termination of service, participants are entitled to receive a
distribution of the vested portion of their account. Upon retirement,
participants shall receive a distribution of the entire vested value of their
accounts.
2. SUMMARY OF ACCOUNTING POLICIES
VALUATION OF INVESTMENTS AND INCOME RECOGNITION
Investments with PBTC are stated at fair value as determined by
publicly-quoted market price. The participant loans are recorded at cost
which approximate fair value. Purchases and sales of securities are recorded
on a trade-date basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
ADMINISTRATIVE AND CONTRACT EXPENSES
Administrative and contract expenses are paid by the Company. During the
year, administrative expenses of approximately $17,000 ($14,000 and $16,000
in 1997 and 1996, respectively) were paid directly by the Company.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
3. INVESTMENTS
The Plan's investment information was furnished and certified by PMFS, as
applicable, in accordance with Section 2520.103.5 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. Investments of the Plan's net assets
are as follows:
Page 15
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1998
<TABLE>
<CAPTION>
MARCH 31,
1998 1997
----------------------------------
<S> <C> <C>
Investments:
Prudential Government Money Market Series * $ 369,998 $ 305,998
Prudential Utility Fund * 976,585 659,243
Prudential Equity Fund * 1,157,021 767,069
Prudential Small Company Fund * 830,727 557,256
Prudential Allocation Strategy Portfolio - 328,481
Prudential Balance Fund * 489,303 -
Prudential Government Income Fund 103,897 158,123
Prudential Special Money Market 135,431 140,501
Prudential Government Money Market
Private Shares 12,179 5,239
Impco Technologies, Inc. Stock 80,788 45,052
Fidelity Advisor Growth Opportunities Fund * 249,205 135,061
Fidelity Advisor Equity Income Fund 121,565 44,196
Participant Loans * 252,762 251,338
---------- ----------
Total investments $4,779,461 $3,397,557
---------- ----------
---------- ----------
</TABLE>
* - Represents greater than 5% of the Plan's net assets at March 31, 1998.
4. INCOME TAX STATUS
The Plan has received an opinion letter from the Internal Revenue Service
dated March 11, 1994, stating that the written form of the underlying
prototype plan document is qualified under Section 401(a) of the Internal
Revenue Code (the "Code"), and that any employer adopting this form of the
Plan will be considered to have a plan qualified under Section 401(a) of the
Code. Therefore, the related trust is exempt from taxation. Once qualified,
the Plan is required to operate in conformity with the Code to maintain its
qualification. The Plan Administrator believes the Plan is being operated in
compliance with the applicable requirements of the Code and, therefore,
believes that the Plan is qualified and the related trust is tax exempt.
5. PLAN TERMINATION
It is the intent of the Company to continue the Plan; however, the Company
reserves the right to modify, suspend or terminate the Plan at any time
subject to the provisions of Employee Retirement Income Security Act. In the
event of plan termination, the participants become 100% vested, and the
amounts in each participant's account will be distributed as soon as
administratively feasible, following the date on which a distribution is
requested or is otherwise payable.
Page 16
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1998
6. PARTY-IN-INTEREST TRANSACTIONS
The records of the Plan indicate no party-in-interest transactions which are
prohibited by the Employee Retirement Income Security Act and for which no
statutory or administrative exemption exists.
7. NON-DISCRIMINATION TEST
The results of the non-discrimination test indicated that the highly
compensated employees of IMPCO exceeded the permitted maximum contributions
for the year ended March 31, 1998. IMPCO will arrange to pay refunds to the
appropriate individuals in order to comply with the Internal Revenue Code and
the regulations thereunder. Refunds are anticipated to be completed prior to
March 31, 1999.
8. Year 2000 Issue
The Plan Sponser has developed a plan to modify its internal information
technology to be ready for the year 2000. The project also includes
determining whether third party service providers have reasonable plans in
place to become year 2000 compliant. The Plan Sponsor currently expects the
project to be substantially complete by mid 1999. The Plan Sponser does not
expect this project to have a significant effect on Plan operations.
Page 17
<PAGE>
The IMPCO Investment and Tax Savings Plan
Supplemental Schedules
Page 18
<PAGE>
IMPCO Investment and Tax Savings Plan
Schedule of Assets Held for Investment Purposes
Year ended March 31, 1998
<TABLE>
<CAPTION>
Current
Identity of Issuer Description of Investment Cost Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REGISTERED INVESTMENT COMPANIES:
Prudential Bank and Trust Company* Prudential Government
Money Market Series/369,998 369,998 369,998
Prudential Bank and Trust Company* Prudential Utility Fund/74,281 771,542 976,585
Prudential Bank and Trust Company* Prudential Equity Fund/51,960 854,362 1,157,022
Prudential Bank and Trust Company* Prudential Small Company Fund/45,270 641,540 830,726
Prudential Bank and Trust Company* Prudential Balance Fund/38,051 517,013 489,303
Prudential Bank and Trust Company* Prudential Government
Income Fund/11,519 104,497 103,897
Prudential Bank and Trust Company* Prudential Special Money
Market/135,431 135,431 135,431
Prudential Bank and Trust Company* Prudential Government Money
Market Private Shares/12,179 12,179 12,179
Fidelity Investments Fidelity Advisor Growth
Opportunites Fund/5,358 202,192 249,205
Fidelity Investments Fidelity Advisor Equity
Income Fund/4,264 102,473 121,565
COMMON STOCK:
Impco Technologies, Inc.* Common Stock/6,876 67,776 80,788
LOANS:
Participant's Promissory Notes* Interest rate of 8.50% - 8.95% 0 252,762
* Indicates party in interest to the Plan
</TABLE>
Page 19
<PAGE>
IMPCO Investment and Tax Savings Plan
Schedule of Reportable Transactions
Year ended March 31, 1998
<TABLE>
<CAPTION>
Current
Value of
Asset on
Identity of Party Involved Description of Investment Number of Number of Purchase Transaction Net Gaim
Transactions Shares Price Sale Price Date (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CATEGORY (I) - A SINGLE
TRANSACTION IN EXCESS
OF 5% OF PLAN ASSETS
None
CATEGORY (ii) - A SERIES OF
TRANSACTIONS (OTHER THAN
TRANSITITONS RESPECTING
SECURITIES) IN EXCESS OF
5% OF PLAN ASSETS
None
CATEGORY (iii) - A SERIES OF
AGGREGATED TRANSACTIONS
IN EXCESS OF 5% OF CURRENT
VALUE OF PLAN ASSETS
# Prudential Bank and
Trust Company Prudential Utility Fund * * 231,229 231,229
# Prudential Bank and
Trust Company Prudential Equity Fund * * 316,593 316,593
# Prudential Bank and
Trust Company Prudential Small Company
Fund * * 272,543 272,543
# Prudential Bank and
Trust Company Prudential Allocation
Strategy * * 615,312 615,312 (13,326)
# Prudential Bank and
Trust Company Prudential Balance Fund * * 723,105 723,105
</TABLE>
Page 20
<PAGE>
<TABLE>
<CAPTION>
Current
Value of
Asset on
Identity of Party Involved Description of Investment Number of Number of Purchase Transaction Net Gaim
Transactions Shares Price Sale Price Date (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CATEGORY (iv) - A SINGLE
TRANSACTION (EXCLUDING
CERTAIN TEMPORARY INVESTMENTS)
INVOLVING SECURITIES FOR WHICH
A PRIOR OR SUBSEQUENT
CATEGORY (I) TRANSACTION HAS
OCCURRED DURING THE YEAR
None
</TABLE>
# Party in interest
* Information not readily available
Page 21
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-62889) pertaining to the IMPCO Investment and Tax Savings
Plan of our report dated August, 1995, with respect to the financial
statement and schedules of the IMPCO Investment and Tax Savings Plan included
in this Annual Report (Form 11-K) for the year ended March 31, 1998.
ERNST & YOUNG LLP
Long Beach, California
September 25, 1998
Page 22
