<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, 1999
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>
Financial Statement Filed as Part of This Report:
<TABLE>
<CAPTION>
PAGE
<S> <C>
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... .......................................................................9
Supplemental Schedules:
Schedule of Assets Held for Investment........................................................18
Schedule of Reportable Transactions...........................................................19
</TABLE>
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 24, 1999
IMPCO INVESTMENT AND TAX
SAVINGS PLAN
By /s/ Donald L. Dominic
________________________________________
Donald L. Dominic, Plan Administrator
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE
<S> <C>
23.1 Consent of Ernst & Young LLP 21
</TABLE>
<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 IMPCO Investment and Tax Savings Plan as of March 31, 1999 and
1998, and the related statements of changes in net assets available for
benefits for the years then ended. 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, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of March 31, 1999, and of
reportable transactions for the year then ended, are presented for purpose of
additional analysis and are not a required part of the financial statements
but are supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. 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 financial
statements taken as a whole.
/s/ Ernst & Young
LLP
Long Beach, California
August 26, 1999
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Net Assets Available for Benefits with Fund Information
March 31, 1999
<TABLE>
<CAPTION>
Prudential Prudential
Government Small Prudential Prudential
Money Market Prudential Prudential Company Balance Government
Series Utility Fund Equity Fund Fund Fund Income Fund
------------- ------------ ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Interest based accounts $ 334,908 $ - $ - $ - $ - $ -
Pooled investments - 893,984 1,055,025 629,951 559,317 113,289
Loans Receivable
------------- ------------ ------------ ------------- ------------ ------------
Total investments 334,908 893,984 1,055,025 629,951 559,317 113,289
Contributions receivable from
Participants 6,618 4,706 6,702 5,878 3,077 706
employer 1,147 957 1,261 1,143 654 123
------------- ------------ ------------ ------------- ------------ ------------
Total contribution receivable 7,765 5,663 7,963 7,021 3,731 829
- - - - -
------------- ------------ ------------ ------------- ------------ ------------
Net assets available for plan benefits $ 342,673 $ 899,647 $ 1,062,988 $ 636,972 $ 563,048 $ 114,118
============= ============ ============ ============= ============ ============
<CAPTION>
Fidelity Fidelity
Prudential Prudential Advisor Advisor
Special Government Impco Growth Equity Aim
Money Money Market Technologies, Opportunities Income Balanced
Market Private Shares Inc. Stock Fund Fund A
------------- ------------- --------------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Interest based accounts $ - $ - $ - $ - $ - $ -
Pooled investments 142,136 8,691 136,248 460,978 155,582 1,088
Loans Receivable
------------- ------------- --------------- ------------ ------------ ----------
Total investments 142,136 8,691 136,248 460,978 155,582 1,088
Contributions receivable from
Participants - - 3,876 15,617 6,219 407
employer 1,912 2,131 906 50
------------- ------------- --------------- ------------ ------------ ----------
Total contribution receivable - - 5,788 17,748 7,125 457
- - - - - -
------------- ------------- --------------- ------------ ------------ ----------
Net assets available for plan benefits $ 142,136 $ 8,691 $ 142,036 $ 478,726 $ 162,707 $ 1,545
============= ============= =============== ============ ============ ==========
<CAPTION>
Templeton Prudential
World Stock
I Index Loan Fund Total
---------- ---------- ------------- ------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
Interest based accounts $ - $ - $ - $ 334,908
Pooled investments 1,796 39,833 - 4,197,918
Loans Receivable 304,026 304,026
---------- ---------- ------------- ------------
Total investments 1,796 39,833 304,026 4,836,852
Contributions receivable from
Participants 848 3,614 - 58,268
employer 153 544 10,981
---------- ---------- ------------- ------------
Total contribution receivable 1,001 4,158 - 69,249
- - - -
---------- ---------- ------------- ------------
Net assets available for plan benefits $ 2,797 $ 43,991 $ 304,026 $ 4,906,101
========== ========== ============= ============
</TABLE>
Page 5
See accompanying notes.
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Net Assets Available for Benefits with Fund Information
March 31, 1998
<TABLE>
<CAPTION>
Prudential Prudential
Government Small Prudential
Money Market Prudential Prudential Company Balance
Series Utility Fund Equity Fund Fund Fund
------------ ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
Interest based accounts $ 369,998 $ - $ - $ -
Pooled investments - 976,585 1,157,021 830,727 489,303
Loans receivable from employees - - - -
------------ ------------ ----------- ---------- ----------
Total investments 369,998 976,585 1,157,021 830,727 489,303
Contributions receivable from
participants and employer - - - -
------------ ------------ ----------- ---------- ----------
Net assets available for plan benefits $ 369,998 $ 976,585 $ 1,157,021 $ 830,727 489,303
============ ============ =========== ========== ==========
<CAPTION>
Fidelity
Prudential Prudential Advisor
Prudential Special Government Impco Growth
Government Money Money Market Technologies, Opportunities
Income Fund Market Private Shares Inc. Stock Fund
------------ ---------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
Interest based accounts $ - $ - $ - $ - $ -
Pooled investments 103,897 135,431 12,179 80,788 249,205
Loans receivable from employees - - - - -
------------ ---------- -------------- ------------- -------------
Total investments 103,897 135,431 12,179 80,788 249,205
Contributions receivable from
participants and employer - - - - -
------------ ---------- -------------- ------------- -------------
Net assets available for plan benefits $ 103,897 $ 135,431 $ 12,179 $ 80,788 $ 249,205
============ ========== ============== ============= =============
<CAPTION>
Fidelity
Advisor
Equity
Income
Fund Loan Fund Total
------------ ----------- ------------
<S> <C> <C> <C>
ASSETS
Investments:
Interest based accounts $ - $ - $ 369,998
Pooled investments 121,565 - 4,156,701
Loans receivable from employees - 252,762 252,762
------------ ----------- ------------
Total investments 121,565 252,762 4,779,461
Contributions receivable from
participants and employer - - -
------------ ----------- ------------
Net assets available for plan benefits $ 121,565 $ 252,762 $ 4,779,461
============ =========== ============
</TABLE>
See accompanying notes.
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Changes in Net Assets Available
for Benefits with Fund Information
Year ended March 31, 1999
<TABLE>
<CAPTION>
Prudential Prudential
Government Small
Money Market Prudential Prudential Company
Series Utility Fund Equity Fund Fund
------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Net realized/unrealized appreciation (depreciation) $ 8,131 $ (170,263) $ (126,413) $ (301,770)
Investment income 15,368 96,845 89,945 73,017
Contributions:
Participants 66,522 58,468 86,467 75,253
Rollovers - - - -
Employer 12,808 11,946 18,698 15,737
Loan repayments 22,992 26,065 27,875 41,409
------------- ------------ ------------ -----------
Total additions 125,821 23,061 96,572 (96,354)
Deductions from net assets attributed to:
Benefits paid to participants(distribution) (14,299) (73,354) (107,690) (36,033)
Loans to participants (32,937) (29,678) (34,812) (57,571)
----------- ------------ ------------ -----------
Total deductions (47,236) (103,032) (142,502) (93,604)
------------- ------------ ------------ -----------
Net increase prior to interfund transfers 78,585 (79,971) (45,930) (189,958)
Interfund transfers, net (105,910) 3,033 (48,103) (3,797)
----------- ------------ ------------ -----------
Net increase (decrease) (27,325) (76,938) (94,033) (193,755)
Net assets available for benefits at beginning of year 369,998 976,585 1,157,021 830,727
----------- ------------ ------------ -----------
Net assets available for benefits at end of year $ 342,673 $ 899,647 $ 1,062,988 $ 636,972
=========== ============ ============ ===========
<CAPTION>
Prudential Prudential
Prudential Prudential Special Money
Balance Government Money Market
Fund Income Fund Market Private Shares
---------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Net realized/unrealized appreciation (depreciation) $ (21,726) $ (1,200) $ - $ (37)
Investment income 48,355 6,341 6,705 485
Contributions:
Participants 39,609 11,221 - -
Rollovers - - - -
Employer 8,554 1,870 - -
Loan repayments 19,674 3,132 - -
---------- ------------- ----------- -------------
Total additions 94,466 21,364 6,705 448
Deductions from net assets attributed to:
Benefits paid to participants(distribution) (6,619) (8,417) - -
Loans to participants (14,102) (2,217) - (3,936)
---------- ------------- ----------- -------------
Total deductions (20,721) (10,634) - (3,936)
---------- ------------- ----------- -------------
Net increase prior to interfund transfers 73,745 10,730 6,705 (3,488)
Interfund transfers, net 0 (509) - 0
---------- ------------- ----------- -------------
Net increase (decrease) 73,745 10,221 6,705 (3,488)
Net assets available for benefits at beginning of year 489,303 103,897 135,431 12,179
---------- ------------- ----------- -------------
Net assets available for benefits at end of year $ 563,048 $ 114,118 $ 142,136 $ 8,691
========== ============= =========== =============
<CAPTION>
Fidelity Fidelity
Impco Advisor Advisor
Technologies Growth Equity Aim
Stock Opportunities Income Balance
Fund Fund A
------------ ------------ ----------- ---------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Net realized/unrealized appreciation (depreciation) $ (33,126) $ 25,068 $ (5,046) $ 39
Investment income - 16,294 7,937 8
Contributions:
Participants 38,376 132,996 61,140 1,366
Rollovers - 19,143 - -
Employer 18,225 18,995 9,588 132
Loan repayments 5,443 4,048 1,662 -
------------ ------------ ----------- ---------
Total additions 28,918 216,544 75,281 1,545
Deductions from net assets attributed to:
Benefits paid to participants(distribution) (6,897) (81,624) (16,554) -
Loans to participants - (3,586) (1,162) -
------------ ------------ ----------- ---------
Total deductions (6,897) (85,210) (17,716) -
------------ ------------ ----------- ---------
Net increase prior to interfund transfers 22,021 131,334 57,565 1,545
Interfund transfers, net 39,227 98,187 (16,423) -
------------ ------------ ----------- ---------
Net increase (decrease) 61,248 229,521 41,142 1,545
Net assets available for benefits at beginning of year 80,788 249,205 121,565 -
------------ ------------ ----------- ---------
Net assets available for benefits at end of year $ 142,036 $ 478,726 $ 162,707 $ 1,545
============ ============ =========== =========
<CAPTION>
Templeton Prudential
World Stock
I Index Loan Fund Total
-------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Net realized/unrealized appreciation (depreciation) $ 101 $ 2,125 $ - $ (624,117)
Investment income 10 75 21,217 382,602
Contributions:
Participants 2,404 8,976 - 582,798
Rollovers - - - 19,143
Employer 282 1,257 - 118,092
Loan repayments - 152 (152,452) -
-------- ------------- ------------ ------------
Total additions 2,797 12,585 (131,235) 478,518
Deductions from net assets attributed to:
Benefits paid to participants(distribution) - (391) - (351,878)
Loans to participants - (2,498) 182,499 -
-------- ------------- ------------ ------------
Total deductions - (2,889) 182,499 (351,878)
-------- ------------- ------------ ------------
Net increase prior to interfund transfers 2,797 0 51,264 126,640
Interfund transfers, net(exchanges) - 34,295 - (0)
-------- ------------- ------------ ------------
Net increase (decrease) 2,797 43,991 51,264 126,640
Net assets available for benefits at beginning of year - - 252,762 4,779,461
-------- ------------- ------------ ------------
Net assets available for benefits at end of year $ 2,797 $ 43,991 $ 304,026 $ 4,906,101
======== ============= ============ ============
</TABLE>
See accompanying notes.
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Changes in Net Assets Available for Benefits
with Fund Information
Year ended March 31, 1998
<TABLE>
<CAPTION>
Prudential Prudential Prudential
Government Small Allocation
Money Market Prudential Prudential Company Strategy
Series Utility Fund Equity Fund Fund Portfolio
------------ ------------- ------------- ------------ ------------
<S> <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
Investment income 15,530 95,831 68,107 75,145 49,015
Contributions:
Participants 68,891 54,271 157,297 126,595 68,148
Employer 22,054 11,610 22,468 14,423 2,195
Loan repayments 22,767 24,319 22,186 31,831 4,057
------------ ------------- ------------- ------------ ------------
Total additions 127,877 363,088 491,587 415,271 130,627
Deductions from net assets attributed to:
Benefits paid to participants (54,403) (20,189) (78,874) (97,333) (12,217)
Loans to participants (9,474) (25,557) (22,761) (45,122) (3,136)
------------ ------------- ------------- ------------ ------------
Total deductions (63,877) (45,746) (101,635) (142,455) (15,353)
------------ ------------- ------------- ------------ ------------
Net increase (decrease) prior to interfund transfers 64,000 317,342 389,952 272,816 115,274
Interfund transfers, net - - - 655 (443,755)
------------ ------------- ------------- ------------ ------------
Net increase (decrease) 64,000 317,342 389,952 273,471 (328,481)
Net assets available for benefits at beginning of year 305,998 659,243 767,069 557,256 328,481
------------ ------------- ------------- ------------ ------------
Net assets available for benefits at end of year $ 369,998 $ 976,585 $ 1,157,021 $ 830,727 $ -
============ ============= ============= ============ ============
<CAPTION>
Prudential Prudential
Prudential Prudential Special Government
Balance Government Money Money Market
Fund Income Fund Market Private Shares
------------ --------------------------- --------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Net realized/unrealized appreciation (depreciation)
in fair value of investments (31,375) 4,684 (30) (28)
Investment income 63,179 6,150 6,740 369
Contributions:
Participants 25,585 10,347 - -
Employer 5,278 1,350 - -
Loan repayments 11,895 3,012 -
---------- --------------------------- -------------
Total additions 74,562 25,543 6,710 341
Deductions from net assets attributed to:
Benefits paid to participants (21,206) (78,906) (11,780) (1,927)
Loans to participants (7,807) (863) (126)
---------- --------------------------- -------------
Total deductions (29,013) (79,769) (11,780) (2,053)
---------- --------------------------- -------------
Net increase (decrease) prior to interfund transfers 45,549 (54,226) (5,070) (1,712)
Interfund transfers, net 443,754 - - 8,652
---------- --------------------------- -------------
Net increase (decrease) 489,303 (54,226) (5,070) 6,940
Net assets available for benefits at beginning of year - 158,123 140,501 5,239
------------ --------------------------- -------------
Net assets available for benefits at end of year $ 489,303 $ 103,897 $ 135,431 $ 12,179
============ =========================== =============
<CAPTION>
Fidelity Fidelity
Advisor Advisor
Impco Growth Equity
Technologies, Inc. Opportunities Income
Stock Fund Fund Loan Fund
------------------ -------------- -------------- --------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Net realized/unrealized appreciation (depreciation)
in fair value of investments 21,836 47,214 18,688
Investment income 14,024 6,299 21,890
Contributions:
Participants 16,805 67,354 48,086
Employer 10,933 8,743 7,250
Loan repayments 4,126 5,553 1,849 (131,595)
------------------ -------------- -------------- --------------
Total additions 53,700 142,888 82,172 (109,705)
Deductions from net assets attributed to:
Benefits paid to participants (3,573) (32,475) (3,506) (6,368)
Loans to participants (1,354) (1,297) 117,497
------------------ -------------- -------------- --------------
Total deductions (3,573) (33,829) (4,803) 111,129
------------------ -------------- -------------- --------------
Net increase (decrease) prior to interfund transfers 50,127 109,059 77,369 1,424
Interfund transfers, net (14,391) 5,085 - -
------------------ -------------- -------------- --------------
Net increase (decrease) 35,736 114,144 77,369 1,424
Net assets available for benefits at beginning of year 45,052 135,061 44,196 251,338
------------------ -------------- -------------- --------------
Net assets available for benefits at end of year $ 80,788 $ 249,205 $ 121,565 $ 252,762
================== ============== ============== ==============
<CAPTION>
Total
--------------
<S> <C>
Additions to net assets attributed to:
Net realized/unrealized appreciation (depreciation)
in fair value of investments $ 632,699
Investment income 422,279
Contributions:
Participants 643,379
Employer 106,304
Loan repayments -
--------------
Total additions 1,804,661
Deductions from net assets attributed to:
Benefits paid to participants (422,757)
Loans to participants
--------------
Total deductions (422,757)
--------------
Net increase (decrease) prior to interfund transfers 1,381,904
Interfund transfers, net -
--------------
Net increase (decrease) 1,381,904
Net assets available for benefits at beginning of year 3,397,557
--------------
Net assets available for benefits at end of year $ 4,779,461
==============
</TABLE>
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1999
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(k). 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.
Effective January 1, 1999, there is no longer a service requirement.
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
fourteen 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>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1999
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 1999 ($10,000 in 1998). The Company's matching contributions are
discretionary. The Company matched elective salary deferrals up to 1.8% of
compensation for the 1999 and 1998 Plan years.
"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>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1999
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, 1999, the Plan has fourteen 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>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1999
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 BALANCE FUND is a mutual fund account maintained by
Prudential Investments Fund Mangement, 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>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1999
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.
AIM BALANCED A FUND is a mutual fund account maintained by Prudential
Mutual Fund Management. The assets in equities, and the balance in
investment-grade fixed imcome securities. The fixed-income protion may
include U.S. government obligations, mortgage or asset-backed
securities and corporate debt.
TEMPLETON WORLD I is a mutual fund account maintained by Prudential
Mutual Fund Management. The fund has a flexible policy of ivesting in
companies and governments of any nation. It is long-term capital
growth; realized income is incidental.
PRUDENTIAL STOCK INDEX Z is a mutual fund account maintained by
Prudential Mutual Fund Management. The fund invests assets in
securities listed on the S&P 500 index.
The loan fund is used to account for the amount participants have borrowed from
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1999
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>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1999
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 1999
Plan year, 1999 administrative expenses of approximately $7,000 ($17,000 in
1998) 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.
RECLASSIFICATIONS
Certain 1998 balances have been reclassified to conform with 1999
classifications.
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1999
3. 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 qualifed 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 emempt.
4. PLAN TERMINATION
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1999
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>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1999
5. 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.
6. YEAR 2000 ISSUE (UNAUDITED)
The Plan Sponsor has developed a plan to modify its internal information
technology to be ready for the year 2000 and has begun converting critical
data processing systems. The project also includes determining whether third
party service providers have reasonable plans in place to become year 2000
compliant. The Plan Sponsor completed substantially all Year 2000
preparations. The Plan Sponsor does not expect this project to have a
significant effect on Plan operations.
<PAGE>
The IMPCO Investment and Tax Savings Plan
Supplemental Schedules
<PAGE>
IMPCO Investment and Tax Savings Plan
Schedule of Assets Held for Investment Purposes
Year ended March 31, 1999
<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/334,908.48 $334,908 $334,908
Prudential Bank and Trust Company* Prudential Utility Fund/81,340.71 $869,429 $893,984
Prudential Bank and Trust Company* Prudential Equity Fund/53,064.67 $807,688 $1,055,025
Prudential Bank and Trust Company* Prudential Small Company Fund/56,516.43 $746,642 $629,951
Prudential Bank and Trust Company* Prudential Balance Fund/46,610.57 $607,353 $559,317
Prudential Bank and Trust Company* Prudential Government
Income Fund/12,629.88 $114,943 $113,289
Prudential Bank and Trust Company* Prudential Special Money
Market/ 142,138.09 $142,135 $142,136
Prudential Bank and Trust Company* Prudential Government Money
Market Private Shares/ 8,890.75 $8,891 $8,691
Fidelity Investments Fidelity Advisor Growth
Opportunities Fund/9,288.29 $405,885 $460,978
Fidelity Investments Fidelity Advisor Equity
Income Fund/5,643.17 $143,350 $155,582
Prudential Bank and Trust Company* AIM Balanced Fund/37.84 $1,049 $1,088
Prudential Bank and Trust Company* Templeton World I/108.76 $1,695 $1,796
Prudential Bank and Trust Company* Prudential Stock Index/1,377.84 $37,885 $39,833
COMMON STOCK:
Impco Technologies, Inc.* Common Stock/13,292.45 $157,224 $136,248
<PAGE>
LOANS:
<S> <C> <C> <C>
Participant's Promissory Notes* Interest rate of 8.50% - 8.95% $0 $304,027
</TABLE>
* Indicates party in interest to the Plan
<TABLE>
<CAPTION>
Current
Value of
Asset on
Identity of Party Involved Description of Investment Purchase Sale Transaction Net Gain
Price Price Date (Loss)
- --------------------------------------------------------------------------------------------------------
<S> <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
# Fidelity Advisor Growth Opportunities Fund 274,174 274,174
Prudential Government Money Market Series 108,714 108,714
Prudential Government Money Market Series 157,076 157,076 (491)
Prudential Utility Fund 192,270 192,270
Prudential Utility Fund 87,890 87,890 9,507
Prudential Equity Fund 218,135 218,135
Prudential Equity Fund 178,526 178,526 28,123
Prudential Small Company Fund 199,337 199,337
Prudential Small Company Fund 93,565 93,565 5,165
Fidelity Advisor Growth Opportunities Fund 89,835 89,835 19,357
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>
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 26, 1998, 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, 1999.
/s/ Ernst & Young LLP
Long Beach, California
September 24, 1999
