<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
June 18, 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 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 4 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 1,100,614
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
--------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,100,614
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,614
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
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CUSIP No. 45255W106 13D Page 3 of 4 Pages
CONTINUATION PAGES OF AMENDMENT NO. 7 TO
STATEMENT ON SCHEDULE 13D FILED BY
BERU Aktiengesellschaft
This Amendment No. 7 to the Schedule 13D, dated May 20, 1998,
as amended by Amendment No. 1 thereto, dated July 16, 1998, Amendment
No. 2 thereto, dated September 3, 1998, Amendment No. 3 thereto, dated
October 5, 1998, Amendment No. 4 thereto, dated December 15, 1998,
Amendment No. 5 thereto, dated December 23, 1998 and Amendment No. 6
thereto, dated February 1, 1999 (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 series of open market transactions during the month of
June 1999, BERU acquired a total of 90,000 shares of Common Stock of the Issuer
for total cash consideration of approximately $917,690. Funds to acquire all
shares were provided by BERU's working capital.
Also, see Item 5(c) below.
Item 5. Interest in Securities of the Company.
(a) Reference is made to rows (11) and (13) of the cover page.
BERU is the direct beneficial owner of 1,100,614 shares of Common Stock,
representing approximately 13.1% of the outstanding shares of Common Stock
(based on the number of shares of Common Stock outstanding on May 22, 1999).
(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 open market transactions:
<TABLE>
<CAPTION>
Date of Purchase Number of Shares Price per Share
- ---------------- ---------------- ---------------
<S> <C> <C>
06/01/99 42,500 $9.328
06/04/99 7,500 $9.500
06/18/99 40,000 $11.250
</TABLE>
Also, see Item 3 above.
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CUSIP No. 45255W106 13D Page 4 of 4 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: June 22, 1999
BERU Aktiengesellschaft
By: /s/ Ulrich Ruetz
------------------------------
Name: Ulrich Ruetz
Title: Chairman and
Chief Executive Officer
