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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. 8)*
IMPCO Technologies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45255W106
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(CUSIP Number)
John M. Allen, Jr.
Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
(212) 909-6000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 12 , 1999
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(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
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1 NAME OF REPORTING PERSON BERU Aktiengesellschaft
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON Not applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,230,614
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,230,614
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,614
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 45255W106 13D Page 3 of 5 Pages
CONTINUATION PAGES OF AMENDMENT NO. 8 TO
STATEMENT ON SCHEDULE 13D FILED BY
BERU Aktiengesellschaft
This Amendment No. 8 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, Amendment No. 6 thereto, dated February 1, 1999, and
Amendment No. 7, dated June 24, 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, 4, 5 and 6 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 August
1999, BERU acquired a total of 130,000 shares of Common Stock of the Issuer for
total cash consideration of approximately $1,367,314.00. Funds to acquire all
shares were provided by BERU's working capital.
See Item 5(c) below.
Item 4. Purpose of Transaction.
Mr. Ulrich Ruetz, Chairman and Chief Executive Officer of BERU,
holds stock options to purchase 20,000 shares of Issuer's Common Stock. The
stock options vest cumulatively at the rate of 25% per year beginning November
5, 1999 until fully vested. See Items 5 and 6 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 1,230,614 shares of Common Stock, representing
approximately 14.9% of the 8,281,745 shares of Issuer's Common Stock outstanding
as of June 30, 1999 as reported in Issuer's Form 10-K filed with the Securities
and Exchange Commission on July 29, 1999.
If Mr. Ruetz were able to exercise all of the stock options
currently held by him, his ownership percentage based on the number of shares of
Issuer's Common Stock currently outstanding would be less than 1%. See Item 6
below. BERU has no beneficial ownership interest in these stock options or the
underlying securities. Such options and the underlying securities are not
included in the number of shares owned by BERU or in the calculation of BERU's
ownership percentage.
(b) Reference is made to rows (7) through (10) of the cover page.
Mr. Ruetz has sole power with respect to the exercise of his stock
options. BERU has no voting or investment power over these stock options or the
underlying securities.
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CUSIP No. 45255W106 13D Page 4 of 5 Pages
(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>
08/02/99 15,000 $10.50
08/04/99 15,000 $10.50
08/05/99 3,500 $10.4821
08/06/99 3,000 $10.4792
08/09/99 15,000 $10.50
08/10/99 14,500 $10.50
08/11/99 7,000 $10.50
08/12/99 33,500 $10.556
08/13/99 3,000 $10.5625
08/16/99 12,500 $10.50
08/17/99 8,000 $10.5468
</TABLE>
Also, see Item 3 above.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On November 5, 1998, Mr. Ulrich Ruetz, Chairman and Chief Executive
Officer of BERU, in his capacity as a Director of Issuer, was granted stock
options to purchase 20,000 shares of Issuer's Common Stock at an exercise price
of $16.25 per share. The stock options vest cumulatively at the rate of 25% per
year beginning November 5, 1999 until fully vested. Mr. Ruetz has sole power
with respect to the exercise of these options.
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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: August 19, 1999
BERU Aktiengesellschaft
By: /s/ Ulrich Ruetz
---------------------------------
Name: Ulrich Ruetz
Title: Chairman and
Chief Executive Officer
