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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
IMPCO Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45255W106
(CUSIP Number)
Meredith M. Brown, Esq.
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)
September 7, 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(e), 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).
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CUSIP No. 45255W106 13D Page 2 of 3 Pages
AMENDMENT NO. 9 TO
STATEMENT ON SCHEDULE 13D FILED BY
BERU AKTIENGESELLSCHAFT
This Amendment No. 9 to the Schedule 13D, dated May 20, 1998, as
amended by Amendment No. 1 thereto, dated July 16, 1998, Amendment No. 2, dated
September 3, 1998, Amendment No. 3, dated October 5, 1998, Amendment No. 4,
dated December 15, 1998, Amendment No. 5, dated December 23, 1998, Amendment No.
6, dated February 1, 1999, Amendment No. 7, dated June 24, 1999 and Amendment
No. 8, dated August 12, 1999 (as so amended, the "Schedule 13D"), previously
filed by BERU Aktiengesellschaft ("BERU"), relates to BERU's beneficial
ownership of the common stock, par value $0.001 per share (the "Common Stock"),
of IMPCO Technologies, Inc., a Delaware corporation (the "Issuer"). Items 3, 4
and 7 are hereby supplemented and amended as follows:
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in Item 4 below, on September 7, 1999,
BERU offered to purchase the Issuer in a transaction (the
"Transaction") in which Issuer stockholders would receive $14 per
share in cash. Based on 7,225,664 shares of Common Stock outstanding
as of August 1, 1999 that BERU does not own, and assuming that options
to purchase 1,353,886 shares of Common Stock are purchased in the
Transaction, BERU estimates that the aggregate purchase price to be
paid in the Transaction will not exceed $120 million. BERU currently
expects to finance the Transaction and related expenses through cash
on hand.
Item 4. Purpose of Transaction.
On September 7, 1999 BERU sent to the board of directors of the
Issuer a letter, a copy of which is included as an Exhibit to this
Amendment and which is incorporated herein by reference, in which BERU
offered to purchase the Issuer in the Transaction in which Issuer
stockholders would receive $14 per share in cash. The per share price
represents an approximate 28.7% premium over the closing market price
of the Common Stock on September 3 of $10.88 per share and a 36.1%
premium over the average of the last two weeks. The Transaction
would enable all of the Issuer's public stockholders to receive cash
for all of their shares of Common Stock. Upon completion of the
Transaction, the Common Stock will cease to be listed on NASDAQ and
will be deregistered under the Exchange Act. The consummation of the
Transaction is subject to the execution of a definitive merger
agreement and other conditions customary in a transaction of this
type.
Item 7. Materials to be filed as Exhibits.
Letter dated September 7, 1999 to the board of directors of the
Issuer.
Except as expressly amended and supplemented hereby, the text of
the Schedule 13D remains in effect without any other modification.
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CUSIP No. 45255W106 13D Page 3 of 3 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: September 7, 1999
BERU AKTIENGESELLSCHAFT
By: /s/ Ulrich Ruetz
----------------------------
Name: Ulrich Ruetz
Title: Chairman and
Chief Executive Officer
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EXHIBIT 99
[Letterhead of BERU Board of Management]
September 7, 1999
Board of Directors
IMPCO Technologies, Inc.
16804 Gridley Place
Cerritos, CA 90703-1741
U.S.A.
Gentlemen:
We understand that IMPCO Technologies, Inc. has been considering
whether IMPCO's shareholders would be best served if IMPCO Technologies were to
become part of another company.
In this connection, we are pleased to propose a transaction that we
believe would be very much in the interests of IMPCO's shareholders: an
acquisition of IMPCO in a transaction in which IMPCO shareholders would receive
$14 per share in cash. The purchase price represents a premium of more than
28.7% over the closing price on the most recent trading day, Friday, September
3, 1999 and a 36.1% premium over the average of the last two weeks.
We are prepared to pay this substantial premium over the market,
because we think there is a unique fit between the businesses of IMPCO and BERU.
Our proposed price reflects our assessment of the synergies that flow from that
fit.
As you know, BERU AG has been a substantial investor in IMPCO for
more than a year. We have come to understand IMPCO's strengths and also the
areas in which we think IMPCO could realize its potential in combination with
BERU more fully than as a stand-alone company.
BERU is not a competitor of IMPCO, but our two companies' businesses
complement each other perfectly. Like IMPCO, we are in the automotive parts
business, albeit on a larger scale than IMPCO. Our sales in the fiscal year
ended March 31, 1999 exceeded $250 million. In addition to being the world
market leader for cold starting systems for diesel engines, we provide ignition
technology for gasoline engines and natural gas engines. This latter business is
the principal area of synergy between our two companies: while IMPCO would
provide the gas handling components and systems,
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BERU would supply the remaining links in the system -- spark plugs, high tension
cable sets, ignition coils and sensors. The combination would answer the
preference of original equipment manufacturers to have one supplier to engineer
and deliver the fuel and ignition system for gaseous engines.
Moreover, if our companies were combined, we would be able to realize
more fully IMPCO's potential. To this end we would intend to:
1. Expand IMPCO's R&D activities and enlarge its product
line.
2. Expand further IMPCO's Material Handling Division and OEM
applications.
3. Increase IMPCO's globalization through BERU's
international presence.
4. Maintain IMPCO's present plant locations, while increasing
the cooperation among the current Divisions.
5. With the assistance of IMPCO's strong management,
integrate IMPCO into the BERU group.
6. Provide the capital IMPCO needs to finance volume
expansion, globalization and capital expenditures.
7. Consider additional acquisitions in the gaseous fuel
business to strengthen IMPCO's ability to compete
worldwide.
Our offer, which has been approved by the Board of Management and by
the Supervisory Board of BERU, is not subject to a financing condition or to a
due diligence condition. We have available the funds needed to complete the
transaction. Our offer is subject to execution of a definitive merger agreement
relating to the transaction, containing customary terms, representations and
warranties and conditions, including expiration of the HSR waiting period and
removal of obstacles under the Company's rights plan and under the Delaware
business combination statute. Our offer assumes that no more than 1,353,886
options are currently outstanding, that all outstanding options will be cashed
out for an amount equal to the difference between the exercise price and the
offer price and that there are no outstanding securities or interests
convertible into the Company's stock.
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We are prepared to move forward promptly to negotiate a definitive
merger agreement and a tender and voting agreement with certain of the Company's
significant stockholders.
The Company's Board of Directors, by the formation of a special
committee of the Board, previously initiated the process of considering the
Company's strategic alternatives. Given BERU's decision to propose a
transaction, my continued service on that committee no longer seems appropriate
and I am, accordingly, resigning from that committee, effective immediately.
As required by the U.S. securities laws, we are filing an amendment
to our Schedule 13D setting forth our proposal.
I understand from Ed Scarff's August 30 note to the Board that Bob
Stemmler, IMPCO's President and Chief Executive Officer, feels uncomfortable
with initiating a sale program at this time, and would like to defer discussion
of this matter from the September 13 board meeting until a Board meeting on
October 27.
We submit that IMPCO's shareholders are best served by prompt action,
particularly in light of the substantial premium we are prepared to pay. We also
think the decision on whether or not to sell the Company is not for the CEO, but
for the full Board, and ultimately for the shareholders -- the owners of the
Company.
We would appreciate hearing from you at the conclusion of the Board
meeting on September 13. We have no interest in a prolonged process that we
believe would distract and hurt the Company and its shareholders and that would
increase transaction expenses. We believe our offer values IMPCO fairly and
fully, reflecting the unique fit between our companies. To demonstrate this, we
are prepared to agree in the merger agreement that after signing, IMPCO could
talk to other potential buyers and could terminate the agreement with BERU, if
required by fiduciary duties because of the existence of a superior offer from a
third party, on payment to BERU of a termination fee of $7 million.
We are confident that a combination of our businesses will benefit
the shareholders of both our companies. We look forward to working with you, as
promptly as practicable, to conclude a transaction that will bring about that
result.
Yours sincerely,
BERU Aktiengesellschaft
/s/ Ulrich Ruetz
----------------
Chairman and CEO
